**Exhibit 14.1**
**QUALSTAR CORPORATION**
**CODE OF BUSINESS CONDUCT AND ETHICS** **I.****Purpose**
     A. To state the Code of Business Conduct andEthics applicable to Qualstar Corporation and its subsidiaries(collectively, “Qualstar” or the “Company”). **II.****Scope**
     A. All employees, Officers and Directors ofQualstar. **III.****Policy**
     A. *Introduction* — Qualstarhas a strong commitment to business ethics and to complying withthe laws that govern the conduct of our businesses worldwide. Webelieve that a commitment to honesty and integrity is a valuableasset that builds trust with our customers, suppliers,employees, shareholders and the communities in which we operate.To implement our commitment, this Code of Business Conduct andEthics (“Code”) has been adopted by our Board ofDirectors and summarizes the standards that must guide ouractions.
     While covering a wide range of business practicesand procedures, these standards cannot and do not cover everyissue that may arise, or every situation where ethical decisionsmust be made, but rather sets forth key guiding principles thatrepresent Company policy and establishes conditions foremployment at Qualstar. This Code is meant to be read inconjunction with other Company policies.
     Qualstar is committed to the highest level ofethical conduct, which is reflected in all the Company’sbusiness activities including, but not limited to, relationshipswith employees, customers, vendors, competitors, the governmentand the public. All of our employees, Officers and Directorsmust conduct themselves according to the language and spirit ofthis Code and seek to avoid even the appearance of improperbehavior. We also expect other entities or individuals workingon our behalf to be also guided by these standards.
     We must strive to foster a culture of honesty andaccountability. Even well intentioned actions that violate thelaw or this Code may result in corrective and/or disciplinaryaction, which may include termination. One of our Company’smost valuable assets is our reputation for integrity,professionalism and fairness. We should all recognize that ourbusiness actions are the foundation of our reputation andadhering to this Code and applicable law is imperative.
     B. *Compliance with Laws, Rules andRegulations* — Qualstar is strongly committed toconducting its business affairs with honesty, integrity and infull compliance with all applicable laws. No employee, Officeror Director of the Company is authorized to commit an illegal orunethical act, or to instruct others to do so, for any reason.
     It is also important to develop a workingknowledge of the laws and regulations that affect your job. If alaw conflicts with a particular action or policy prescribed bythis Code, you must comply with the law; if a local custom,industry practice or previous Company policy conflicts with thisCode, you must comply with the Code. Do not hesitate to ask yourSupervisor, Department Vice President or Qualstar’s ChiefFinancial Officer (CFO) for advice before making anydecision about which you are uncertain. The Company also holdsinformation and training sessions to promote compliance withlaws, rules and regulations that affect our business conduct,including insider-trading laws.
     C. *Insider Trading andTipping* — Using confidential material informationto trade in stock, or providing a “tip” to a familymember, friend or any other person who might make an investmentdecision on the basis of this information, is both unethical andillegal. All non-public information about the Company should beconsidered confidential proprietary information and should neverbe used for personal financial gain. “Material

 
information” is any information that couldreasonably be expected to affect the price of a stock and wouldbe considered important by investors in deciding whether to buy,sell or hold that stock. Employees, Officers and Directors arerequired to comply with the Company’s policy againstunlawful insider trading, copies of which are distributed to allemployees, Officers and Directors and are available from theCFO. You should contact the CFO with any questions about yourability to buy or sell securities.
     D. *Conflicts of Interest* —Qualstar’s employees, Officers and Directors have aprofessional obligation and duty to act in the best interest ofthe Company and to avoid situations that present a potential oractual conflict between their personal interests and theinterests of the Company. A “conflict of interest”occurs when a person’s private interest interferes in anyway with the interests of the Company, including itssubsidiaries and affiliates. A conflict of interest can arisewhen an employee takes an action or has an interest that maymake it difficult for him or her to perform his or her workobjectively and effectively. Conflicts of interest may alsoarise when an employee, Officer or Director (or one of theirfamily members) receives improper personal benefits as a resultof the employee’s, Officer’s or Director’sposition in the Company.
     Although it would be impossible to describe everysituation in which a conflict of interest may arise, thefollowing are examples of situations that may potentially leadto a conflict of interest:
 • Ownership by an employee or family member of a    significant financial interest in an entity which does or seeks    to do business with, or is a competitor of, Qualstar;      • Serving as a director, officer, partner,    consultant or other key role with an entity which does or seeks    to do business with, or is an actual or potential competitor of,    Qualstar;      • Employment with another business entity, where    such employment would interfere with an employee’s ability    or desire to perform properly his or her duties to Qualstar;      • Accepting gifts of more than nominal value from a    competitor, customer or supplier;      • Competing with the Company for the purchase or    sale of property, services or other interests;      • Receiving a loan or a guarantee of an obligation    as a result of the employee’s, Officer’s or    Director’s position with the Company; and      • Any outside activity that might reasonably affect    adversely Qualstar’s interests.    
     Actions that might involve a conflict ofinterest, or even the appearance of one, should be disclosed tothe employee’s Supervisor and CFO and may only beauthorized in accordance with guidelines set and approved by theBoard of Directors. Executive Officers should report actual orpotential conflicts of interest to Qualstar’s ChiefExecutive Officer. The Chief Executive Officer and Directorsshould report actual or potential conflicts of interest to theBoard of Directors. Employees, Officers and Directors whoknowingly fail to disclose conflicts are subject to disciplinaryaction, including dismissal or removal from office.
     If an employee has a need to accept secondaryemployment, they should discuss the matter with their Supervisorand the CFO to determine whether a conflict of interest mightexist. If it is agreed that a conflict does not exist, theemployee will receive a written statement to this effect, a copyof which will be kept in their personnel file. Theresponsibility for obtaining a determination regarding apossible conflict of interest rests solely with the employee.Failure to obtain such a determination may, if indeed a directconflict of interest exists, result in termination.
     Situations involving a conflict of interest maynot always be obvious or easy to resolve. Any questionsregarding a conflict or potential conflict should be brought tothe attention of your supervisor and the CFO.
     E. *CorporateOpportunities* — Employees, Officers and Directorsare prohibited from taking for themselves business opportunitiesthat are discovered through the use of corporate property,information or position. No employee, Officer or Director mayuse corporate property, information or position for improperpersonal gain, and no employee, Officer or Director may competewith the Company. Employees, Officers and Directors have a dutyto advance the legitimate interests of the Company whenever theopportunity to do so arises.
2

 

     F. *Equal Opportunity and UnlawfulHarassment* — As described in detail inQualstar’s Employee Handbook, our policies are designed toensure that employees are treated, and treat each other, fairlyand with respect and dignity. In keeping with this spirit,conduct constituting unlawful harassment or discrimination by oragainst any employee, customer or supplier will not betolerated. Prohibited conduct includes, in particular,harassment, violence, intimidation and discrimination based onrace, color, national origin, ancestry, sex, age (40 or older),religious creed, marital status, veteran status, sexualorientation, gender, physical or mental disability (whenotherwise qualified with reasonable accommodation) or any othercharacteristic protected by applicable law.
     Unwelcome sexual advances and other unwelcomeverbal or physical conduct of a sexual nature are prohibited.Sexual harassment may take many forms, from overt advances todemeaning comments, jokes, language and gestures. Sexualharassment may also occur when someone’s words or behaviorcreate a hostile work environment.
     Any person who believes this policy has beenviolated should report the incident to their Supervisor, HumanResources, the CFO, the CEO, or any member of the Board ofDirectors, and provide supporting details, witnesses, anddocuments. Depending on the nature of the complaint, the Companywill conduct an appropriate investigation and take appropriatecorrective action against any person who violates this policy.Any violation of this policy may result in immediate dischargeor other discipline.
     G. *Record Management/ InformationReporting* — All of the Company’s books,records, invoices, accounts and other financial statements anddata must be maintained fairly, accurately and in reasonabledetail and must conform both to applicable legal requirementsand to our systems of internal controls.
     Each employee shall maintain accurate and fairrecords of his or her time reports and expense accounts and anyother Company records. No false or artificial entries shall bemade, misleading reports issued or fictitious invoices paid orcreated.
     Records should only be maintained or destroyedaccording to the Company’s record retention policies. Inthe event of pending or imminent litigation or governmentinvestigation, or if you have any other questions, consult withthe CFO, or a member of the Audit Committee of theCompany’s Board of Directors.
     H. *Protection and Proper Use of CompanyAssets* — Protecting Company assets against loss,theft, misuse, and waste is the responsibility of everyemployee, Officer and Director. Theft, carelessness and wastedirectly impacts our profitability. Any suspected incident oftheft, or fraud or inefficient use of Company assets should bereported to your Supervisor and the CFO. All reports of improperuse of Company assets will be investigated promptly andimpartially.
     The purpose of the Company’s equipment,vehicles and supplies is to conduct Company business. They maynot be used for non-Company business, and may not be sold,loaned, given away or disposed of without proper authorization.
     I. *Protection of Confidential ProprietaryInformation* — Confidential proprietary informationgenerated and gathered in our business is a valuable Companyasset. Protecting this information plays a vital role in ourcontinued growth and ability to compete and all proprietaryinformation should be maintained in strict confidence, exceptwhen disclosure is authorized by the Company or is legallyrequired. Proprietary information includes all non-publicinformation that might be useful to competitors or which couldbe harmful to the Company or its customers if disclosed andincludes, but is not limited to, intellectual property such astrade secrets, know-how, inventions (whether patentable or not),trademarks and copyrights, as well as business, research and newproduct plans, objectives and strategies, records, databases,salary and benefits data, employee medical information,customer, employee and suppliers lists, and any unpublishedfinancial or pricing information.
     Unauthorized use or distribution of proprietaryinformation violates Company policy and could result indisciplinary action. It could also be illegal and result incivil or even criminal penalties. Qualstar respects the propertyrights of other companies and their proprietary information, andwe require our employees to protect such rights.
3

 

     An employee’s obligation to protectQualstar’s proprietary and confidential informationcontinues even after he or she leaves the Company. Employeesleaving the Company must return all proprietary information intheir possession.
     J. *Fair Dealing* — Eachemployee, Officer and Director of the Company should endeavor todeal fairly with customers, suppliers, competitors and oneanother at all times and in accordance with ethical businesspractices. No one should take unfair advantage of anyone throughmanipulation, concealment, abuse of confidential information,misrepresentation of material facts or any other unfair dealingpractice. Qualstar’s objective is to compete in themarketplace on the basis of superior products, services andcompetitive prices. A violation of this policy will subject theemployee to disciplinary action as well as potential civil orcriminal penalties.
     K. *Gifts* — No gift shouldbe accepted from a supplier, vendor or customer unless the gifthas nominal value and a refusal to accept it would bediscourteous or otherwise harmful to the Company.
     Appropriate business gifts to and entertainmentof non-government employees occurring in connection withbusiness discussions or the development of businessrelationships are generally deemed appropriate in the conduct ofCompany business. However, these gifts should be giveninfrequently and their value should be nominal. Gifts orentertainment in any form that would likely result in a feelingor expectation of personal obligation, for example in case ofrepetitive gifts (even if small), should not be extended oraccepted.
     What is acceptable practice in certain commercialbusiness environments may be against the law or the policies ofFederal, State or local governments. Therefore, no gifts of anykind may be given to any government employee without the priorapproval of the CFO.
     The Foreign Corrupt Practices Act(“FCPA”) prohibits giving anything of value directlyor indirectly to any officials of foreign governments or foreignpolitical candidates for the purpose of obtaining or retainingbusiness. When in doubt as to whether a contemplated payment orgift will be considered a violation of the FCPA, contact the CFObefore taking any action.
     L. *Quality of PublicDisclosures* — The Company has a responsibility tocommunicate effectively and candidly with stockholders and otherconstituencies so that they have a realistic picture of theCompany’s financial condition and results of operations, asseen through the eyes of management. The Company is committed tofull, fair, accurate, timely and understandable disclosure inits periodic reports filed with the Securities and ExchangeCommission and in its other public disclosures. To this end, theCompany will have a group of senior executives who are directlyinvolved on an ongoing basis in the preparation and review ofthe Company’s filings with the SEC.
     M. *Waivers and Amendments* —Any waiver of this Code for Directors, Executive Officers orother Senior Financial Officers may only be made by the Board ofDirectors or its Audit Committee. Amendments to this Code mayonly be made by the Board of Directors. Waivers and amendmentsof this Code applicable to the Company’s CEO, CFO,Principal Financial Officer, Principal Accounting Officer orController, or persons performing similar functions will bepromptly disclosed to the public as required by law and therules and regulations of the SEC and NASDAQ.
     N. *Compliance Procedures* —The Company recognizes the need for this Code of BusinessConduct and Ethics to be applied on a consistent and even-handedbasis. The CFO of the Company will have primary authority andresponsibility for the enforcement of this Code, subject to thesupervision of the Board of Directors or, in the case ofinternal accounting controls or auditing matters, the AuditCommittee of the Board of Directors. The Company will devote thenecessary resources to enable the CFO to establish suchprocedures as may be reasonably necessary to create a culture ofaccountability and facilitate compliance with this Code.Questions concerning this Code should be directed to the CFO.
     O. *Reporting any Illegal or UnethicalBehavior* — Employees are encouraged to talk totheir Supervisor, Department Vice President or the CFO aboutillegal or unethical behavior that they observe. In addition,any employee with concerns regarding unethical or unlawfulbehavior regarding financial or accounting matters may raisesuch concerns directly with the Audit Committee of the Board ofDirectors or any of its members.
4

 
Reporting of such violations may also be doneanonymously and confidentially in writing to the CFO or theChairman of the Audit Committee, as the case may be. An employeecan also report anonymously and confidentially to the Chairmanof the Audit Committee concerns regarding questionableaccounting, internal controls and auditing matters by callingthe following toll free hot line number. An anonymous reportshould provide enough information about the incident orsituation to allow the Company to fully investigate the matter.Additional information regarding anonymous reporting iscontained in the Company’s policy on “Reporting ofEmployee Concerns Regarding Questionable Accounting and AuditingMatters,” which is available to all employees.
     The Company will not tolerate any kind ofretaliation for reports or questions that were made in goodfaith regarding misconduct of others. Open communication ofissues and concerns by all employees without fear of retributionor retaliation is vital to the successful implementation of thisCode. All employees are required to cooperate in internalinvestigations of misconduct and unethical behavior.
     In unique situations, our business activitiesmight give rise to complex ethical issues that are not easy toresolve. When an employee is faced with a difficult ethicaldecision or whenever he or she has doubts as to the right courseof action in a particular situation, that employee should talkto their Supervisor, Department Vice President or the CFO. **IV.****Approval**
     A. This policy was approved by the Board ofDirectors on November 13, 2003 and amended by the Board ofDirectors on May 4, 2004.
5