<PAGE>

                                                                   Exhibit 14.1

                           MICROS-TO-MAINFRAMES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

     Micros-to-Mainframes, Inc. (the "Company") has adopted the following Code
of Business Conduct and Ethics (the "Code") for all directors, officers and
employees of the Company. This Code is intended to deter wrongdoing and to
promote:

     o    Honest and ethical conduct, including the ethical handling of apparent
          or actual conflicts of interest between personal and professional
          relationships;

     o    Compliance with applicable governmental laws, rules and regulations;

     o    Full, fair, accurate, timely, and understandable disclosure in our
          filings with and submissions to the Securities and Exchange Commission
          and in other public communications;

     o    Prompt internal reporting of violations of this Code; and

     o    Accountability for adherence to this Code.

     You must comply with the letter and spirit of this Code.

     No code or policy can anticipate every situation that may arise or replace
the thoughtful behavior of an ethical individual. Directors and executive
officers are encouraged to bring questions about particular circumstances that
may implicate one or more of the provisions of this Code to the attention of the
Chairman of the Nominating and Corporate Governance Committee, and employees are
encouraged to bring such questions to any person designated by the Board of
Directors (any of whom, a "Compliance Chief").

     1. CONFLICT OF INTEREST

     You must avoid any conflicts of interest between your personal interests
and the Company's interests. Any situation that involves, or may reasonably be
expected to involve, a conflict of interest with the Company, should be
disclosed promptly to a Compliance Chief. A "conflict of interest" can occur
when:

     o    Your personal interest is adverse to--or may appear to be adverse
          to--the interests of the Company as a whole.

     o    As a result of your position with the Company, you or a family member
          (i.e., a spouse, parent, child or sibling, whether by blood, marriage
          or adoption, or anyone residing in your home) receives personal
          benefits--from the Company, any of its vendors, suppliers or
          customers, or anyone else with whom the Company does business--that
          have not been duly authorized and approved




<PAGE>

          pursuant to Company policy and procedure or that could be expected to
          affect your business judgment on behalf of the Company.

     Some of the more common conflicts which you should avoid are listed below:

     o    Relationship of Company with third-parties

          You may not receive a personal benefit from a person or firm that is
          seeking to do business or to retain business with the Company.

     o    Compensation from non-Company sources

          You may not accept compensation (in any form) for services performed
          for the Company from any source other than the Company.

     o    Gifts

          You may not offer, give or receive gifts from persons or entities who
          deal with the Company in those cases where any such gift is being made
          in order to influence your actions, or where acceptance of the gifts
          could create the appearance of a conflict of interest.

     o    Personal use of Company assets

          You may not use Company assets, labor or information for personal use
          unless approved by a Compliance Chief, or as part of a compensation or
          expense reimbursement program available to all directors, officers
          and/or employees, as the case may be.

     2. CORPORATE OPPORTUNITIES

     You are prohibited from:

     o    Taking for yourself opportunities that are discovered through the use
          of Company property, Company information or your position with the
          Company;

     o    Using the Company's property or information for personal gain; or

     o    Competing with the Company for business opportunities.

     However, if the Company's disinterested directors determine that the
Company will not pursue an opportunity that relates to the Company's business,
you may then do so.




<PAGE>

     3. CONFIDENTIALITY

     You must maintain the confidentiality of information entrusted to you by
the Company and any other confidential information about the Company that comes
to you, from whatever source, in your capacity as a director, officer or
employee of the Company, except when disclosure is authorized or legally
mandated.

     For purposes of this Code, "confidential information" includes all
non-public information relating to the Company.

     4. COMPLIANCE WITH LAWS, RULES AND REGULATIONS; FAIR DEALING

     You must comply with laws, rules and regulations applicable to the Company,
including insider trading laws.

     You must deal fairly with the Company's customers, suppliers, competitors
and employees.

     5. DISCLOSURE REPORTING

     The information you provide to the Company and its independent auditors in
connection with the Company's preparation of its filings with and submissions to
the Securities and Exchange Commission (the "SEC") and other public
communications (such as press releases) must be:

     o    Complete;

     o    Fair;

     o    Accurate;

     o    Timely; and

     o    Understandable.

     6. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

     You are encouraged to talk to a Compliance Chief when in doubt about the
best course of action in a particular situation.

     You are encouraged to report violations of laws, rules, regulations or this
Code to a Compliance Chief.




<PAGE>

     You are encouraged to report to the Company's Audit Committee any concerns
you have regarding the Company concerning fraud, accounting, internal accounting
controls, or auditing matters.

     The Company will not allow retaliation against anyone for reports made in
good faith.

     7. COMPLIANCE STANDARDS

     You should communicate any suspected violations of this Code promptly to a
Compliance Chief. Violations will be investigated by the Board of Directors or
by persons designated by the Board of Directors, and appropriate disciplinary
action will be taken in the event of any violations of this Code, including
termination of employment or, in the case of any director, refusal by the
Nominating and Corporate Governance Committee (or the entire Board or another
committee performing a similar function) to nominate such director for
re-election.

     8. WAIVER OF CODE OF BUSINESS CONDUCT AND ETHICS

     Any waiver of this Code for any director or executive officer may be made
only by the Board of Directors and must be disclosed either on a Current Report
on Form 8-K within the period required by that Form or in any other manner
permitted by the SEC or Nasdaq.