EXHIBIT 14.1

Code of Business Conduct & Ethics-
updated April 2, 2008

MTM Technologies, 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:

| | • |  | Honest and ethical conduct, including the ethical
        handling of apparent or actual conflicts of interest between personal
    and professional relationships;                      
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| | • |  | Compliance with applicable governmental laws,
    rules and regulations;                                                                                                                 
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| | • |  | Full, fair, accurate, timely, and understandable
        disclosure in our filings with and submissions to the Securities and
    Exchange Commission and in other public communications;
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| | • |  | Prompt internal reporting of violations of
    this Code; and                                                                                                                            
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| | • |  | 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 the Companys General Counsel and/or
any person designated by the Board of Directors (each and any of whom, a Compliance Chief).

|1. |  | CONFLICT OF INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   |  | 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:                                                                                                                                 
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|2. |  | CORPORATE OPPORTUNITIES                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |  | You are prohibited from:                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|3. |  | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  | You must maintain the confidentiality
      of information entrusted to you by the Company, its customers, partners
      or business associates and any other confidential information about or
      related to the Company its customers, partners or business associates 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.
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|   |  | For purposes of this Code, confidential
      information includes all non-public information relating to the Company,
    its customers, partners or business associates.                                                                                                                                                                                                                                                                                       
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|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 will cooperate fully with any inquiry or investigation by law enforcement
      or regulatory authorities regarding an alleged violation of law by the
      Company or its directors, officers or employees. You will provide equal
    opportunity to all persons, and not discriminate and not tolerate harassment.                 
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|   |  | You must deal fairly with the Companys
    customers, suppliers, competitors and employees.                                                                                                                                                                                                                                                                                                                                                                       



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|5. |  | COMPANY POLICY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|6. |  | DISCLOSURE REPORTING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|   |  | 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:                                                                                                                                                                                                                                                                                                                                                                                 
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|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   |  | You are encouraged to report violations of laws,
      rules, regulations or this Code to the Companys General Counsel and/or
      the Chairperson of the Audit Committee. Whenever practical you should do
    so in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|   |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|   |  | If you desire, complaints may be reported anonymously.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|   |  | The Company has retained the services of InTouch
      to provide an anonymous and confidential method to receive concerns or
      reports of misconduct and to deliver such concerns and reports to the Audit
      Committee Chairperson of the Board of Directors of the Company and/or other
    appropriate designees.                                                                                                                                                                                                                                                                                                                                                     
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|   |  | Phone numbers and email addresses for the Audit
    Committee Chairperson, the General Counsel and InTouch are set forth below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   |  | Complaints concerning accounting, internal accounting
      controls, financial reporting or auditing matters, must be reported by
      the General Counsel to the Audit Committee Chairperson, unless the General
      Counsel determines that any such complaint is without merit. The Audit
      Committee Chairperson shall advise the Audit Committee of all complaints
      received. While the Company desires to address matters internally, nothing
      in this Code of Ethics should discourage the reporting of any illegal activity
      to law enforcement or the appropriate regulatory authority if the facts
    and circumstances warrant such reporting.
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|7. |  | PROTECTION AGAINST RETALIATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |  | Our directors, officers and employees will not,
      based solely on the fact that a director, officer or employee reported
      or complained of a violation or deviation from this Code of Ethics, discharge,
      demote, suspend, threaten, harass or in any other manner discriminate or
      retaliate against any other director, officer or employee who reports or
      complains of violations of or deviations from this Code of Ethics or of
      other illegal or unethical conduct, unless such report or complaint is
      made with knowledge that it was false. Any such act of retaliation is itself
    a serious violation of this Code of Ethics.    
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|8. |  | 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.                                                                          
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|9. |  | 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
    as required by law, rule or regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

The Company may amend, alter or terminate
  this Code of Ethics at any time for any reason. This document is not an employment
  contract between the Company and any employee, and does not alter the Companys
at-will employment policy.



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