**Exhibit 14.1**

 

**CODE OF BUSINESS CONDUCT**

 

**For Employees, Officers and Directors of ArgyleSecurity, Inc. and All Subsidiaries**

 

**Introduction**

 

To affirm ArgyleSecurity Inc.’s (the “Company’s”) high standards of honesty, integrity,fairness and forthrightness that are expected from all directors, officers andemployees, we have established the Argyle Security, Inc. Code of BusinessConduct (the “Code”).  The Company’sdirectors, officers and employees are expected to comply with this Code and tooversee compliance by those people whom they supervise.

 

Since this Codecannot address every ethical aspect or circumstance, the Company expects alldirectors, officers and employees to comply within the spirit of this Code withhigh personal standards of ethics, honesty and accountability in makingbusiness decisions.  In addition, theymust comply with all other Company policies and procedures, many of whichsupplement this Code by providing more guidance.  Anyone who needs help in understanding thisCode or how it applies to conduct in any given situation should contact his/hersupervisor or the Company’s general counsel. Anyone who violates the standards of this Code will be subject todisciplinary action.

 

Our Code strivesto deter wrongdoing and promote the following objectives:

 

·                  Honest and ethical conduct;

 

·                  Avoidance of conflicts of interestbetween personal and professional relationships;

 

·                  Full, fair, accurate, timely andtransparent disclosure in periodic reports required to be filed by ArgyleSecurity with the Securities and Exchange Commission and in other publiccommunications made by the Company;

 

·                  Compliance with the applicable governmentregulations;

 

·                  Prompt internal reporting of Codeviolations; and

 

·                  Accountability for compliance with theCode.

 

The Company’s Board ofDirectors, or a committee of the Board of Directors designated by the Board, isgenerally responsible for enforcement of this Code relating to the Company’sdirectors and officers.  The Company’sChief Executive Officers are generally responsible for the enforcement of thisCode relating to the Company’s non-officer employees.

 

**AccountingControls, Procedures and Records**

 

Applicable lawsand Company policy require Argyle Security to keep books and records thataccurately and fairly reflect their transactions and the dispositions of theirassets.  In this regard, our financialexecutives shall:

 

·                  Provide information that is accurate,complete, objective, relevant, timely and understandable.

 

·                  Comply with rules and regulations offederal, state, and local governments, and other appropriate private and publicregulatory agencies.

 

·                  Act in good faith, responsibly, with duecare, competence and diligence, without misrepresenting material facts orallowing independent judgment to be subordinated.

 

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All directors,officers, employees and other persons are prohibited from directly orindirectly falsifying or causing to be false or misleading any financial, oraccounting, record or account. Furthermore, no director, officer or employee of Argyle Security (includingits subsidiaries) may directly or indirectly:

 

·                  Make or cause to be made a materiallyfalse or misleading statement, or

 

·                  Omit to state, or cause another person toomit to state, any material fact necessary to make statements made notmisleading in connection with the audit of financial statements by independentaccountants, the preparation of any required reports, whether by independent orinternal accountants, or any other work which involves or relates to the filingof a document with the Securities and Exchange Commission.

 

All directors, officersand employees who are affected are expected to work cooperatively with theCompany’s independent auditors in their review of the Company’s financialstatements and disclosure documents.

 

All employees mustcooperate fully with its various finance departments, as well as itsindependent public accountants and counsel, to help insure that the Company’sbooks and records, as well as its reports filed with the SEC, are accurate andcomplete.

 

Although specific membersof the Company’s senior management have the direct responsibility for ensuringthat disclosures made in such reports and documents are in compliance with thisdisclosure policy, directors and other officers and employees should informsenior management or any member of the Audit Committee if they learn thatinformation in any such report or document was untrue or misleading at the timesuch report or document was made, or if they have information that would affectany such report or document to be made in the future.

 

**Bribery**

 

The offering,promising, or giving of money, gifts, loans, rewards, favors or anything ofvalue to any supplier, customer or governmental official is strictlyprohibited.

 

**Communications**

 

It is veryimportant that the information disseminated about Argyle Security and its subsidiariesbe both accurate and consistent.  Forthis reason, certain of our executive officers who have been designated asauthorized spokespersons with respect to our policy regarding compliance withRegulation FD are responsible for our internal and external communications,including public communications with stockholders, analysts and otherinterested members of the financial community. Employees should refer all outside requests for information to theauthorized spokespersons.

 

**Compliancewith Laws and Regulations**

 

The Company is committedto full compliance with applicable governmental laws, rules andregulations affecting its businesses. Directors, officers and employees are expected to be familiar with alllaws, rules and regulations that apply to them, their jobs and their work,and to perform their responsibilities and duties in compliance with suchlaws.  Anyone having questions related tolegal compliance should contact his/her supervisor or the Company’s generalcounsel.

 

**Protectionand Proper Use of Company Assets (Including Computer and Information Systems)**

 

All employees andofficers are expected to protect the Company’s assets and insure theirefficient use for legitimate business purposes. Company property, such as buildings, furniture, furnishings, officesupplies, products and inventories should be used only for activities relatedto employment.  Certain officers andemployees are provided telephones and computer workstations and software,including network access to computing systems such as the Internet and e-mail,to improve personal productivity and to efficiently manage proprietaryinformation in a secure and reliable manner. Permission must be obtained from the appropriate authority to install anynon-Company-sanctioned software on any Company computer or connect any personallaptop to any of the Company’s networks. As with other equipment and assets of Argyle Security and itssubsidiaries, each officer and employee is responsible for the appropriate useof these assets.  Except for limitedpersonal use of Company-owned telephones and computers, such equipment may beused only for business purposes.  TheCompany retains the right to access, review, monitor and disclose anyinformation transmitted, received or stored using the Company’s electronicequipment with or without an employee’s or a third party’s knowledge, consentor approval.

 

Any misuses orsuspected misuse of any Company assets must be immediately reported to anemployee’s immediate supervisor or the general counsel.

 

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**Confidentialor Proprietary Information**

 

Company policyprohibits employees from disclosing confidential or proprietary informationoutside Argyle Security, Inc., either during or after employment, withoutCompany authorization to do so.  Unlessotherwise agreed to in writing, confidential and proprietary informationincludes any and all methods, inventions, improvements or discoveries, whetheror not patentable or copyrightable, and any other information of a similarnature disclosed to the directors, officers or employees of Argyle Security orits subsidiaries, or otherwise made known to the Company as a consequence of orthrough employment or association with the Company (including informationoriginated by the director, officer or employee).  This can include, but is not limited to,information regarding the Company’s business, research, development,inventions, trade secrets, intellectual property of any type or description,data, business plans, marketing strategies, contract negotiations, engineering,ideas, designs, personal information and customer and supplier lists.

 

**Conflictsof Interest and Appearances of Conflict**

 

A “conflict of interest”exists when a person’s private interest interferes in any way - - or appears tointerfere - - with the interests of the Company.  A conflict situation can arise when adirector, officer or employee takes actions, or has interests, duties orobligations that make it difficult to perform his/her work for the Companyobjectively or effectively.  Conflicts ofinterest also arise when a director, officer or employee, or members of his orher family, receives improper personal benefits as a result of his or herposition within the Company.  Directors,officers and employees must also avoid any appearance of impropriety.

 

Employees who haveconflicts of interest, or the appearance of such conflicts, must disclose totheir supervisors or, in the case of directors and executive officers, mustdisclose to the Chairman of the Board of Directors or the Chairman of theNominating and Corporate Governance Committee, any material transaction orrelationship that is a conflict of interest, or that reasonably could beexpected to give rise to a conflict of interest.

 

Determining whether aconflict of interest, or an appearance of a conflict may exist, may not alwaysbe clear.  Therefore, if an employee hasa concern that a conflict of interest may exist, he or she should consult withhigher levels of management or the General Counsel of Argyle Security;directors and executive officers should direct questions regarding potentialconflicts of interest to the Company’s Chief Executive Officers or the GeneralCounsel.

 

When it is deemed to bein the of the best interests of Argyle Security and its shareholders, the Boardof Directors or, when so designated, the Nominating and Governance Committee,may grant waivers to employees, officers and directors who have disclosed anactual or potential conflict of interest.

 

Examples of conflicts ofinterest include:

 

*Interestsin Competing or Other Concerns.*   Directors,officers and employees must avoid any direct or indirect financial interest,investment or business relationship that may give rise to a conflict ofinterest, except where full disclosure to the Company is made and the interest,investment or relationship is approved in accordance with this Code.  Investments that are not material in thestock of other public companies generally are not deemed to be a conflict ofinterest.  It is a conflict of interestfor a director, officer or employee to own a significant financial interest ina competitor or a business that does a material amount of business with theCompany.

 

Determining if adirector, officer or employee has business interests that create a conflict,both the direct and indirect interests that a person may have will beconsidered, along with such factors as:

 

·                  The size and nature of the person’sinterest.

 

·                  The nature of the Company’s relationshipwith the other entity.

 

·                  Whether not the director, officer oremployee has access to confidential Company information.

 

·                  Whether or not the director, officer or employeehas an ability to influence Company decisions that would affect the otherentity.

 

*Gifts andEntertainment.*  All directors, officers and employees musttake care to avoid even the appearance of impropriety in giving or receivinggifts and entertainment.  Generally, onecannot offer, provide or accept any gifts or entertainment in connection withone’s service to the Company, except in a manner consistent with customarybusiness practices, such as reasonably priced meals and entertainment.  Gifts and entertainment must not be excessivein value, in cash, susceptible of being construed as a bribe or kickback, or inviolation of any laws.  Therefore,payments, gifts or entertainment to a director, officer or employee inconjunction with business will be limited to normal business practices.

 

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*CorporateOpportunities.*  Directors, officers and employees may notcompete with the Company or take personal advantage of business opportunitiesthat the Company might want to pursue. Opportunities that are acquired through independent sources may bequestionable if they are related to the Company’s existing or proposed lines ofbusiness.  Directors, officers andemployees have a duty to advance the Company’s legitimate business interestswhen opportunities arise.  Accordingly,participation by directors, officers and employees in an outside businessopportunity that is related to the Company’s existing or proposed lines ofbusiness is prohibited.

 

*WorkingWith Family Members.*  It is generally deemed to be aconflict of interest for a director, officer or employee to have authority onbehalf of the Company over a co-worker who is a family member, or who transactsbusiness on behalf of the Company with a family member.  Any person involved in such a situationshould consult with his or her supervisor and the corporate general counsel toassess the situation and determine an appropriate resolution.

 

*Use ofConfidential and Inside Information.*  Directors,officers and employees will maintain the confidentiality of informationentrusted to them by the Company or its customers, except when disclosure isauthorized or legally mandated. Confidential information includes all non-public information that mightbe of use to competitors, or harmful to the Company or its customers, ifdisclosed.  Employees must keep thisinformation confidential and take precautions to prevent unauthorizeddisclosure at all times, both while working for the Company and afteremployment ends.  It is unlawful andagainst Company policy for anyone possessing inside information to use suchinformation for personal gain.

 

*Loans.* Loans to, or guarantees of obligations of directors, officers oremployees, or members of their families, are specifically prohibited to thefull extent required by applicable law or regulation or by the listingstandards of the NASDAQ.

 

**FairDealing**

 

Each of the Company’sdirectors, officers and employees will at all times deal fairly with theCompany’s customers, suppliers, competitors and employees.  No director, officer or employee shall takeunfair advantage of anyone through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts or any otherunfair-dealing practice.

 

**Fraud**

 

Company policyprohibits fraud of any type or description.

 

**Inside Information**

 

Company policy andapplicable laws prohibit disclosure of material inside information to anyoneoutside Argyle Security without a specific business reason for them toknow.  It is unlawful and against Companypolicy for anyone possessing inside information to use such information forpersonal gain. Argyle’s policies with respect to the use and disclosure ofmaterial non-public information are more particularly set forth in the ArgyleSecurity, Inc. Insider Trading Policy.

 

**PoliticalContributions**

 

Company policyprohibits the use of Company, personal or other funds or resources on behalf ofArgyle Security or its subsidiaries for political or other purposes which areimproper or prohibited by the applicable federal, state, local or foreign laws,rules or regulations.  Companycontributions or expenditures in connection with election campaigns will bepermitted only where allowed by federal, state, local or foreign election laws,rules and regulations.

 

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**Reportingand Non-Retaliation**

 

Employees who haveevidence of any violations of this Code are encouraged and expected to reportthem to their supervisor or through the Company’s hot line at the number listedon the Argyle Security, Inc. website; and, in the case of officers anddirectors, they should report evidence of any such violations to the GeneralCounsel or any member of the Nominating and Governance Committee or the AuditCommittee.  Such reports will beinvestigated promptly by the Company’s general counsel with the highest level ofconfidentiality possible under the specific circumstance in reference toapplicable laws and Company policy.  Asneeded, the Company’s general counsel will consult with appropriateindividuals, including in the legal and human resources departments, and withthe Nominating/Governance Committee and/or the Audit Committee.  Violations of this Code or any other unlawfulacts by our officers, directors or employees may subject the individual todismissal from employment and/or fines, imprisonment and civil litigationaccording to applicable laws.

 

Argyle Securitywill not allow retaliation against an employee for reporting a possibleviolation of this Code in good faith. Retaliation for reporting a federaloffense is illegal under federal law and prohibited under this Code.  Retaliation for reporting any violation of alaw, rule or regulation or a provision of this Code is prohibited.  Retaliation will result in discipline up toand including termination of employment and may also result in criminalprosecution.

 

**EqualOpportunity**

 

In keeping with theCompany’s commitment to the communities in which the Company does business, theCompany is an equal employment opportunity employer.  This means that employment decisions are tobe based on merit and business needs, and not based upon race, color,citizenship status, religious creed, national origin, ancestry, gender, sexualorientation, age, marital status, veteran status, physical or mentaldisability, medical condition or any other conditions prohibited by law.

 

**No RightsCreated**

 

This Code is astatement of fundamental principles, policies and procedures that govern theCompany’s employees and the conduct of the Company’s business.  It is not intended to and does not create anylegal rights for any customer, supplier, competitor, stockholder or any othernon-employee or entity.

 

**Waivers**

 

Any waiver of anypart of this Code for any director or officer may be made only by the Board ofDirectors of Argyle Security, or by a designated Board committee, and will bepromptly disclosed as may be required by applicable governmental laws, rules andregulations, or by NASDAQ listing standards. Any waivers of this Code fornon-officer employees may be made only by the Chief Executive Officers or bythe Company’s Board of Directors or by a designated Board committee, and will bepromptly disclosed as may be required by applicable governmental laws, rules andregulations, or by NASDAQ listing standards.

 

**Administrationof This Code**

 

The Company’sNominating/Governance Committee is responsible for reviewing this Code as setforth in the Committee’s Charter.  It mayrequest reports from executive officers about the implementation of this Codeand take other steps in connection with the implementation as it deemsnecessary.  The Nominating/GovernanceCommittee will have the authority to amend this Code and procedures associatedwith this Code at its discretion. Directors, officers and employees will be notified of any materialchanges in this Code.

 

Approved by theBoard of Directors of Argyle Security, Inc. 

May 8, 2008

 

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