Exhibit 14.1




Fund.com
Inc.
  Code of Ethics and Business
Conduct
  Fund.com
Inc. and its subsidiaries (collectively, the “Company”) is
committed to conducting its business in accordance with applicable laws, rules
and regulations, and in a manner consistent with the highest standards of
business ethics.  The Company expects the highest possible ethical
conduct from its employees, officers and directors.  Each employee,
officer and director is required to review this Code of Ethics and Business
Conduct (this “Code”) and be aware
of the laws that are applicable to the Company’s business in order to
participate in and foster a culture of transparency, integrity and honesty in
the Company.
  This Code
provides rules and procedures to help the Company’s employees, officers and
directors recognize and respond to situations that present ethical
issues.  This Code applies to all of our employees, officers and
directors, wherever they are located and whether they work for the Company on a
full or part-time basis.  Each employee’s, officer’s and director’s
full compliance with this Code is mandatory and those who violate the standards
in this Code will be subject to disciplinary action.
  Definitions.  The
following capitalized terms shall have the meaning set forth below:
  Board
means the Board of Directors of the Company.
  Corporate
Opportunitymeans a business opportunity that you or, to your knowledge,
one or more of your Family Members, or an entity that that you control, or that
one of more of your Family Members controls, either directly or indirectly,
intends to pursue either through investment or participation in such
opportunity, and which opportunity has a direct or close relationship to a
business or line of business: (1) in which the Company is engaged, or
(2) with respect to which (a) the Company has publicly announced it
intends to engage or (b) you are aware that the Company is actively seeking
or evaluating particular options to engage.
  Director
means a member of the Board.
  Family
Member means your spouse, parents, children and / or siblings if such
siblings reside in your home.
  Personal
Interest means that you have, directly or indirectly, through any
business or investment or Family Member’s business or investment, any business
or financial relationship that could reasonably be expected to interfere with
your ability to pursue the best interests of the Company.
  Executive
Officer means the Chief Executive Officer, all Vice Presidents, all other
officers who report directly to the Chief Executive Officer and such other
officers as the Nominating and Corporate Governance Committee may, from time to
time, decide to include in this definition.
  Conflicts
of Interest.  As an employee, Executive Officer or Director of
the Company, it is imperative that you avoid conflicts of interest.  A
conflict of interest arises when you take action or enter into relationships
that oppose the interests of the Company or that interfere with your performance
or independent judgment when carrying out your duties.  You may not exploit your
position or relationship with the Company for personal gain.
   1
  As
examples, there is a likely a conflict of interest if you:
  ·
              cause
      the Company to engage in business transactions with relatives or
      friends;
  ·
              use
      nonpublic Company, customer or vendor information for personal gain by
      you, relatives or friends (including securities transactions based on such
      information);
  ·
              have
      more than a modest financial interest in the Company’s vendors, customers
      or competitors (see below for
guidelines);
  ·
              receive
      a loan, or guarantee of any obligation, from the Company or a third party
      as a result of your position at the
Company;
  ·
              receive
      any payments or gifts, other than gifts of nominal value, from any third
      party as a result of your position with the Company;
  or
  ·
              compete,
      or prepare to compete, with the Company while still employed by the
      Company.
  Duty to
Disclose Conflicts of Interest, Including Corporate
Opportunities.  In connection with any actual or possible
conflict of interest, including any Corporate Opportunity, you must disclose
promptly after first becoming aware of such actual or potential conflict of
interest, as set forth below:
  (a)
              Employees.  Employees
      shall take every reasonable step to promptly disclose to a supervisor any
      Personal Interest or Corporate Opportunity that might interfere with the
      employee’s performance or independent judgment when carrying out his or
      her duties or otherwise create the appearance of
    impropriety.
  (b)
              Directors
      and Executive Officers.  Members of
      Company’s Board of Directors have a special responsibility because
      Directors are prominent individuals with substantial other
      responsibilities.  To avoid conflicts of interest, Directors and
      Executive Officers are expected to disclose to the Chief Executive
      Officer, General Counsel and the (other)
  Directors:
  (i)
              any
      Personal Interest they may have in a transaction upon which the Board
      passes and to recuse themselves from participation in any consideration or
      approval of such transaction or other decision in which there is a
      conflict between their Personal Interests and the interests of Company;
      and
  (ii)
              the
      existence of any potential Corporate Opportunity that such Director or
      Executive Officer intends to
pursue.
  Such
disclosure shall include all material facts with respect to such potential
conflict of interest or Corporate Opportunity, as applicable.  The
possible exploitation by you of a Corporate Opportunity is not, in all cases, a
conflict of interest.  A potential Corporate Opportunity will be
deemed to lead to a conflict of interest only if the Board decides that such
Corporate Opportunity creates a conflict of interest.  In deciding
whether you failed to disclose a personal interest or Corporate Opportunity as
required by this Code, the Board shall consider whether you did not actually
know and should not reasonably have known that Company was currently engaged in
such business or was reasonably likely to be engaged in such business in the
future.
   2
   Determining
Whether a Conflict of Interest or Corporate Opportunity Exists With Respect to a
Director or Executive Officer.  After your
disclosure of a potential conflict of interest or potential Corporate
Opportunity and all material facts related thereto, and after any discussion
with any person or persons, including with you, the Board, by a majority of the
disinterested members, shall decide if a conflict of interest or Corporate
Opportunity exists with respect thereto.
  In the
case of a potential Corporate Opportunity, the Board may, if appropriate,
appoint a disinterested person or sub-committee to investigate whether the
transaction or arrangement should remain available for the Company to pursue on
its own behalf and any such person or committee shall report the results of its
investigation to the Board Nominating and Corporate Governance
Committee.
  The Board
shall recommend (1) in the case of a potential conflict of interest arising
from a Personal Interest in a transaction, whether the Company can obtain, with
reasonable efforts, a more advantageous transaction or arrangement (taken as a
whole) than the transaction or arrangement at issue with the company in which
the Personal Interest is held, that would not give rise to a conflict of
interest, or (2) in the case of a potential Corporate Opportunity, whether
the transaction or arrangement should remain available for the Company to pursue
on its own behalf. If a more advantageous transaction or arrangement may not be
obtained, with reasonable efforts, under circumstances that would not give rise
to a conflict of interest, the Board, by a majority vote of its disinterested
members, shall determine whether the transaction or arrangement is in the
Company’s best interest and for its own benefit and whether the transaction is
fair and reasonable to the Company, and you shall make your decision as to
whether to enter into the transaction or arrangement in conformity with such
determination.
  Investments
That May Give Rise to Conflicts of Interest.  You must
understand the potential for conflicts of interest in investing in the Company’s
vendors, customers, partners, competitors or a company that is reasonably likely
to be a potential candidate for acquisition by Company.  You must
always serve the Company’s stockholders’ first, and investing in companies with
which the Company does business or otherwise engages in transactions, may not be
in the Company’s stockholders’ best interests.  The following
guidelines apply with respect to such investments:
  (a)
              Public
      Companies:
  ·
              Permitted
      Investments.  The following investments are permitted
      without the Company’s approval, provided that the investment is not so
      large financially in either absolute dollars or as a percentage of the
      individual’s total investment portfolio as to create the appearance of a
      conflict of interest: (a) investments of less than two percent
      (2%) of the outstanding shares of companies that are listed on a U.S.
      or international stock exchange or quoted on Nasdaq; or (b) passive
      investments in diversified publicly-traded mutual or other similar
      funds.
  ·
              Required
      disclosures.  Any
      investment by you in more than one percent of the total outstanding shares
      of a public company that is a partner, significant customer or significant
      supplier of Company; a company that is a current or likely competitor of
      Company; or a company that is reasonably likely to be a potential
      candidate for acquisition by Company, must be disclosed to the Chief
      Executive Officer, the General Counsel and the Board.  No
      investment may involve any confidential inside or proprietary information,
      such as information that may have been learned about the other company as
      a result of the Company’s relationship with the other
    company.
   3
   (b)
              Private
      Companies:  Any investments by you in privately held
      companies that are, or are likely to become, the Company’s vendors,
      partners, customers or competitors or a company that is likely to be a
      potential candidate for acquisition by Company, requires disclosure to the
      Chief Executive Officer, the General Counsel and the
  Board.
  (c)
              Investments
      in Venture Capital and Other Similar Funds:  Just as
      investments in publicly traded mutual funds are not deemed to pose a
      conflict of interest since such investors do not control the timing of
      fund investments or dispositions, there is no general restriction on you
      investing in venture capital or other similar funds that, in turn, invest
      in other companies.  Given that investors in venture funds are
      “limited partners” and do not have influence in the decision making of the
      funds, we have deemed these investments appropriate from the standpoint of
      conflicts with the venture firm itself.  At the same time,
      general conflicts of interest rules as set forth in this Code, apply to
      your indirect investments in portfolio companies of venture capital or
      other similar funds where the portfolio company has, or is likely to have,
      a business relationship with Company, is a current or likely competitor of
      Company, or is likely to be a candidate for acquisition by
      Company.  You may submit to the Board a request for approval of
      an investment in a venture capital or other similar fund if you have any
      doubts about whether a conflict may exist.  Just as in the case
      of investments in private companies described above, you should not invest
      in funds where it is likely that you will be responsible for recommending,
      reviewing or transacting business with a known portfolio company of the
      fund.  You will be expected to not participate in the Company’s
      relationship with that company if such a situation arises after the
      investment commitment has been
made.
  (d)
              Additional
      obligations with respect to investments in Venture Capital Funds by
      Executive Officers and Directors:  Venture capital or
      other similar fund investments by you must be disclosed to the
      Board.  In addition, a Director who makes indirect investments
      through a venture capital or other similar fund in which the Director is
      an active General Partner, shall disclose to the Board on a regular basis,
      all portfolio companies of the fund or funds as to which such director is
      an active General Partner, together with an indication of any portfolio
      companies of such fund that are current or likely vendors, partners,
      customers or competitors of Company or are likely to be a candidate for
      acquisition by Company.  Such indirect investments will be
      deemed to lead to a conflict of interest with respect to such Director
      only when and if the Boarddecides that such
      investment creates a conflict of
interest.
  Gifts,
Bribes and Kickbacks.  Other than modest gifts given or
received in the normal course of business (including travel or entertainment),
you may not give gifts to, or receive gifts from, the Company’s customers or
vendors.  Other gifts may be given or accepted only with prior
approval by the Board, and in no event should you put the Company or yourself in
a position that would be embarrassing if information about the gift was made
public.
  Dealing
with government employees is often different than dealing with private
persons.  Many federal, state and local governmental bodies strictly
prohibit the receipt of any gratuities by their employees, including meals and
entertainment.  You must be aware of and strictly follow these
prohibitions.
  If you
conduct business in countries other than the United States, you must be
particularly careful that gifts and entertainment are not construed as bribes,
kickbacks or other improper payments.  See “Foreign Corrupt Practices
Act” below for a more detailed discussion regarding giving or receiving gifts
related to business transactions in other countries.
   4
   If you
pay or receive bribes or kickbacks, you will be immediately terminated and
reported, as warranted, to the appropriate authorities.  A kickback or
bribe includes any item intended to improperly obtain favorable treatment,
including a bribe to guarantee that the Company will use the services of a
particular vendor when such use is not advantageous to the Company.
  Foreign
Corrupt Practices Act.  The Foreign Corrupt Practices Act (the
“FCPA”)
prohibits the Company and its employees and agents from giving money or any
other item of value to win or retain business or to influence any act or
decision of any governmental official, political party, candidate for political
office or official of a public international organization.  Stated
more concisely, the FCPA prohibits the payment of bribes, kickbacks or other
inducements to foreign officials.  This prohibition also extends to
payments to sales representatives or agents if there is reason to believe that
the payment will be used indirectly for a prohibited payment to a foreign
official.  Violation of the FCPA can result in severe fines and
criminal penalties, as well as disciplinary actions by the Company, up to and
including termination of employment.
  Certain
small facilitation payments to foreign officials may be permissible under the
FCPA if customary in the country or locality and intended to secure routine
government action.  Governmental action is “routine” if it is
ordinarily and commonly performed by a foreign official and does not involve the
exercise of discretion.  For instance, routine functions would include
setting up a telephone line or expediting a shipment through
customs.  To ensure legal compliance, all facilitation payments must
receive prior written approval from the Company’s finance department and must be
clearly and accurately reported as a business expense.
  Improper
Use or Theft of Property.  You must safeguard the Company’s
property from loss or theft, and may not take or operate such property for
personal use.  Company property includes confidential information,
software, computers, office equipment and supplies.  You must
appropriately secure all Company property within your control to prevent its
theft, damage or unauthorized use.  You may make limited non-business
use of the Company’s electronic communications systems, provided that such use
(i) is occasional (ii) does not interfere with your professional
responsibilities (iii) does not diminish productivity, and (iv) does
not violate this Code or the Company’s electronic communications system policy
then in effect.
  Protection
of the Company, Customer and Vendor Information.  You may not
use or reveal Company, customer or vendor confidential or proprietary
information to others.  Additionally, you must take appropriate steps
– including securing documents, limiting access to computers and electronic
media, and proper disposal methods – to prevent unauthorized access to such
information.  Proprietary and/or confidential information, among other
things, includes: business methods; sales, pricing and marketing data; strategy;
computer code; information regarding the Company’s intellectual property,
including its technology and products; screens; forms; experimental research;
and information about, or received from, the Company’s current, former and
prospective customers, vendors and employees.
  Gathering
Competitive Information.  You may not accept, use or disclose
the confidential information of the Company’s competitors.  When you
obtain competitive information, you must not violate the Company’s competitors’
rights.  Particular care must be taken when dealing with competitors’
customers, ex-customers and ex-employees.  Never ask for a
competitor’s confidential or proprietary information.  Never ask a
person to violate a non-competition or non-disclosure agreement.
  Fair
Dealing.  You should not take unfair advantage of anyone,
including the Company’s customers, suppliers, competitors and employees, through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair-dealing practice.  An exhaustive
list of unethical practices cannot be provided.  Instead, the Company
relies on your judgment to avoid such practices.
   5
  Fair
Competition and Antitrust Laws.  The Company must comply with
all applicable fair competition and antitrust laws.  These laws
attempt to ensure that businesses compete fairly and honestly and prohibit
conduct seeking to reduce or restrain competition.  If you are
uncertain whether a contemplated action raises unfair competition or antitrust
issues, please consult the Chief Executive Officer, General Counsel of the
Company or the Board.
  Securities
Trading.  It is usually illegal to buy or sell securities using
material information not available to the public.  Persons who give
such undisclosed “inside” information to others may be as liable as persons who
trade securities while possessing such information.  Securities laws
may be violated if you, or any relatives or friends trade in securities of the
Company, or any of its customers or vendors, while possessing inside
information.  Any trades by an employee involving the company’s stock
must be pre-approved by the Chief Executive Officer or General Counsel. If you
are uncertain about the legality of a particular trade, the Chief Executive
Officer and General Counsel of the Company can assist you with any
inquiries.
  Retention
of Business Records.  The Company business records must be
maintained for the periods specified in the Company’s record retention policy or
any more specific policies of your business unit.  Records may be
destroyed only at the expiration of the pertinent period.  In no case
may documents related to a pending or threatened litigation, government inquiry
or under subpoena or other information request, be altered, discarded or
destroyed, regardless of the periods specified in the record retention
policy.  In addition, you may never destroy, alter, or conceal, with
an improper purpose, any record or otherwise impede any official proceeding,
either personally, in conjunction with, or by attempting to influence, another
person.
  Books and
Records, Accurate Periodic Reports and Financial
Statements.  The Company requires that all its books and
records be maintained accurately and with honesty.  This requires that
no fund, asset, liability, revenue or expense be concealed or incompletely
recorded for any purpose.  All entries must be supported by
documentation adequate to permit the books and records to be verified by
audit.  Proper accounting requires not only careful compliance by the
Company’s internal auditors, but also the cooperation of all employees who are
involved in keeping financial records of any type.
  Full,
fair, accurate, timely and understandable disclosures in the Company’s periodic
reports to the public and to governmental authorities are legally required and
are essential to the success of our business.  All filings with the
SEC must be fair, accurate and timely.  You should exercise the
highest standard of care in contributing to or preparing such reports in
accordance with the following guidelines:
  ·
              All
      the Company accounting records, as well as reports produced from those
      records, must be in accordance with the laws of each applicable
      jurisdiction.
  ·
              All
      records must fairly and accurately reflect the transactions or occurrences
      to which they relate.
  ·
              All
      records must fairly and accurately reflect, in reasonable detail, the
      Company’s assets, liabilities, revenues and
  expenses.
  ·
              The
      Company’s accounting records must not contain any false or intentionally
      misleading entries.
   6
   ·
              No
      transactions should be intentionally misclassified as to accounts,
      departments or accounting periods.
  ·
              All
      transactions must be supported by accurate documentation in reasonable
      detail and recorded in the proper account and in the proper accounting
      period.
  ·
              No
      information should be concealed from the internal auditors or the
      independent auditors, who shall have unrestricted access to all documents
      and records.
  ·
              Compliance
      with the Company’s system of internal accounting controls is
      required.
  If you
have knowledge of any unreported or improperly reported financial activity you
must report the information to your supervisor or the Audit
Committee.
  Compliance
With Laws.  You are expected to comply with both the letter and
spirit of all applicable governmental laws, rules and regulations.  If
you fail to comply with this Code and/or with any applicable laws, you will be
subject to disciplinary measures, up to and including immediate discharge from
the Company.  Whenever an applicable law, rule or regulation is
unclear or seems to conflict with either another law or any provision of this
Code, you are urged to seek clarification from your supervisor, the appropriate
compliance official or the General Counsel of the Company.
  Compliance
Resources.  In some situations, you may be uncertain how to
proceed in compliance with this Code.  This uncertainty may concern
the ethical nature of your own acts or your duty to report the unethical acts of
another.  When determining the proper course of action, you should
carefully analyze the situation and seek guidance from your supervisor or other
appropriate personnel in accordance with the following four steps:
  1)
              Gather all
      the facts.  Do not take any action that may violate this
      Code until you have gathered all the facts that are required to make a
      well-informed decision and, if necessary, you have consulted with your
      supervisor, or the General Counsel of the
  Company.
  2)
              Ask whether
      the action is illegal or contrary to this Code.  If the
      action is illegal or contrary to the provision of this Code, you should
      not carry out the act.  If you believe that this Code has been
      violated by an employee, an officer or a director, you must promptly
      report the violation in accordance with the procedures set forth
      herein.
  3)
              Discuss the
      problem with your supervisor.  It is your supervisor’s
      duty to assist you to comply with this Code.  Feel free to
      discuss the situation with your supervisor if you have any
      questions.  You will suffer no retaliation for seeking such
      guidance.
  4)
              If
      necessary, seek additional resources.  The Chief
      Executive Officer or  General Counsel of the Company is
      available to speak with you about problematic situations if you do not
      feel comfortable approaching your direct supervisor.  In
      addition, the Chief Executive Officer or General Counsel is also available
      to assist you in complying with those aspects of this Code that involve
      more complex issues, such as insider trading and conflicts of
      interest.
  Reporting
Violations.  Your conduct can reinforce an ethical atmosphere
and positively influence the conduct of your fellow employees.  If you
are powerless to stop suspected misconduct or if you discover it after it has
occurred, you must report it to the appropriate level of management at your
location.  Misconduct cannot be excused because it was directed or
requested by another.  In this regard, you are expected to alert
management whenever an illegal, dishonest or unethical act is discovered or
suspected.  Management is required to report to the Board any such
reports made to it by any employee.
   7
   If you
are still concerned after speaking with your supervisor or feel uncomfortable
speaking with him or her for whatever reason, you must (anonymously if you wish)
contact the Boardby sending a detailed
note, with relevant documents by mail to the corporate address or email to the
Chief Executive Officer.  If you choose to remain anonymous and make
an anonymous report, you should create and preserve your own record of this
report in order to be able to demonstrate your compliance with the requirement
of reporting violations.
  Your
calls, detailed notes and/or e-mails will be dealt with confidentially, although
there may be a point where your identity may become known or have to be revealed
in the course of an investigation or to take corrective action.  You
have the commitment of the Company and of the Board that you will be protected
from retaliation for your good faith actions.  Any employee who
attempts to or encourages others to retaliate against an individual who has
reported a violation will be subject to disciplinary action.
  Waivers.  The
Company expects you to comply with the provisions of this Code.  Any
waiver of this Code for Executive Officers or Directors may be made only by the
Board of Directors and will be promptly disclosed to the public as required by
law and the rules of the American Stock Exchange.  When necessary, a
waiver will be accompanied by appropriate controls designed to protect the
Company.
  Disciplinary
Action.  The Company has implemented the following disciplinary
policies to ensure that prompt and consistent actions are taken in response to
violations of this Code:
  1)
              Range of
      Penalties.  All violations of this Code will be treated
      seriously and will result in the prompt imposition of penalties which may
      include (1) an oral or written warning, (2) a reprimand,
      (3) suspension, (4) termination and/or
      (5) restitution.  Violations will also be reported to the
      appropriate regulatory agencies or other
  authorities.
  2)
              Disciplinary
      Process.  The penalty for a particular violation will be
      decided on a case-by-case basis and will depend on the nature and severity
      of the violation as well as the employee’s history of non-compliance and
      cooperation in the disciplinary process.  Significant penalties
      will be imposed for violations resulting from intentional or reckless
      behavior.  Penalties may also be imposed when an employee fails
      to report a violation due to the employee’s indifference, deliberate
      ignorance or reckless conduct.  Where there is credible evidence
      of a violation, the Board will determine the appropriate
      sanction.
  3)
              Consistent
      Enforcement.  All employees, Executive Officers and
      Directors will be treated equally with respect to the imposition of
      disciplinary measures.  Pursuant to this policy, all levels of
      employees will be subject to the same disciplinary action for the
      commission of the same or a similar
offense.
  Conclusion.  In
the final analysis you are the guardian of the Company’s
ethics.  While there are no universal rules, when in doubt ask
yourself:
  ·
              Will
      my actions be ethical in every respect and fully comply with the law and
      with the Company’s policies?
  ·
              Will
      my actions have the appearance of
impropriety?
   8
   ·
              Will
      my actions be questioned by my supervisors, fellow employees, customers,
      clients, family and the general
public?
  ·
              Am
      I trying to fool anyone, including myself, as to the propriety of my
      actions?
  ·
              Will
      my actions make me feel good about myself and the
  Company?
  If you
are uncomfortable with your answer to any of the above, you should not take the
contemplated actions without first discussing them with your supervisor, the
Chief Executive Officer or the General Counsel of the Company.  If you
are still uncomfortable, please follow the steps outlined above in the Section
entitled “Reporting Violations.”
  Any
employee who ignores or violates any of the Company’s ethical standards, and any
manager who penalizes a subordinate for trying to following these ethical
standards, will be subject to corrective action, including immediate
dismissal.  However, it is not the threat of discipline that should
govern your actions.  The Company expects you to share its belief that
a dedicated commitment to ethical behavior is the right thing to do and is good
business.