**Exhibit
14.1**
 **THE
AMACORE GROUP, INC.**
 
 **CODE
OF BUSINESS CONDUCT AND ETHICS**
 
 
 
 **Introduction**
 
 The
Amacore Group, Inc. (“we”) is committed to the highest standards of business
conduct and ethics. This Code reflects the business practices and principles of
behavior that support this commitment. We expect every employee, officer and
director to read and understand this Code and its application to the performance
of his or her business responsibilities.
 
 Officers,
managers and other supervisors are expected to develop in our employees a sense
of commitment to the spirit, as well as the letter, of this Code. Nothing in
this Code alters the employment at-will policy of Amacore Group.
 
 Although
this Code cannot describe every practice or principle related to honest and
ethical conduct, it does address conduct that is particularly important to
proper dealings with the people and entities with whom we interact.
 
 From time
to time we may adopt additional policies and procedures with which our
employees, officers and directors are expected to comply. However, it is the
responsibility of each employee to apply common sense, together with his/her own
highest personal ethical standards, in making business decisions where there is
no stated guideline in the Code.
 
 You
should not hesitate to ask questions about whether any conduct may violate this
Code. In addition, you should be alert to possible violations of this Code by
others and report suspected violations, without fear of any form of retaliation.
Violations of this Code will not be tolerated. Any employee who violates the
standards in this Code may be subject to disciplinary action, which, depending
upon the nature of the violation and the history of the employee, may range from
a warning or reprimand to and including termination of employment and, in
appropriate cases, legal action.
 
 **1.
Honest and Ethical Conduct**
 
 It is the
policy of The Amacore Group to promote high standards of integrity by conducting
our affairs in an honest and ethical manner. The integrity and reputation of
Amacore Group depends upon the honesty, fairness and integrity brought to the
job by each person associated with us. Unyielding personal integrity is the
foundation of corporate integrity.
 
  
  **2.
Legal Compliance**
 
 Obeying
the law, both in letter and in spirit, is the foundation of this Code. Our
success depends upon each employee operating within legal guidelines and
cooperating with local, state and national authorities. If you have a question
in the area of legal compliance, it is important that you not hesitate to seek
an answer from you supervisor or the CEO.
 
 Disregard
of the law will not be tolerated. Violation of laws, rules and regulations may
subject an individual, as well as Amacore Group, to civil and/or criminal
penalties. You should be aware that conduct and records, including emails, are
subject to internal and external audits, and to discovery by third parties in
the event of a government investigation or a civil litigation. It is in
everyone’s’ best interest to know and comply with our legal and ethical
obligations.
 
 **Misuse
of Company Computers and Equipment**
 
 You may
not, while acting on behalf of Amacore Group or while using our computers or
communication equipment or facilities, either:
 
 Access
the internal computer system (known as “hacking”) or other resources of Amacore
Group or another entity without the express written authorization from the
Company or the entity responsible for operating that resource, as applicable;
or
 
 Commit
any unlawful or illegal act, including, but not limited to, harassment, libel
fraud, sending of unsolicited bulk email in violations of applicable law.
Unsolicited bulk email is regulated by law in a number of jurisdictions. If you
intend to send unsolictated bulk email to persons outside Amacore Group you
should first seek approval from your supervisor or the CEO.
 
 All data
residing on or transmitted through our computing and communications facilities,
including email and word processing documents, is the property of the Company
and subject to inspection, retention, and review by Amacore Group in accordance
with applicable law. Employees should be mindful of the fact that we retain the
right to access, review, monitor and disclose any information transmitted,
received or stored using our electronic equipment, with or without an employee’s
or third party’s knowledge, consent or approval, in accordance with applicable
law.
 
 **Antitrust**
 
 Antitrust
laws are designed to protect the competitive process. These laws are based upon
the premise that the public interest is best served by competition and will
suffer from illegal agreements or collusion among competitors. Antitrust laws
generally prohibit:
 
 Agreements
with competitors that harm competition or customers, including price fixing, and
allocations of customers, territories or contracts,
 
 Agreements
that establish or fix the price at which a customer may resell a product,
and
 
 The
acquisition or maintenance of a monopoly or attempted monopoly through
anti-competitive conduct.
 
  2
  
 
 Certain
kinds of information, such as pricing, production and inventory, should not be
exchanged with competitors, regardless of how innocent or casual the exchange
may be and regardless of the setting, whether business or social.
 
 Antitrust
laws impose severe penalties for certain types of violations, including criminal
penalties and potential fines and damages in the millions of dollars, which may
be tripled under certain circumstances. Understanding the requirements of
antitrust and unfair competition laws of the various jurisdictions where we do
business can be difficult, and you are urged to seek assistance from the CEO
whenever you have a question regarding these laws.
 
 **3.
Insider Trading**
 
 Employees
that have access to confidential (“inside”) information are not permitted to use
or share that information for stock trading purposes or for any other purpose
except to conduct our business. All non-public information about Amacore Group
or about companies with which we do business is considered confidential
information. To use material non-public information in connection with buying
and/or selling of securities, including “tipping” others might make an
investment decision on the basis of the information, is not only unethical, it
is illegal. Employees must exercise the utmost care when handling inside
information.
 
 **4.
Conflict of Interest**
 
 We
respect the rights of our employees to manage their personal affairs and
investments and do not wish to impinge on their personal lives. At the same
time, employees should avoid conflicts of interest that occur when their
personal interests may interfere in any way with the performance of their duties
or best interest of Amacore Group. A personal conflicting interest could result
from an expectation of personal gain now or in the future or from a need to
satisfy a prior or concurrent personal obligation. We expect our employees to be
free from influences that conflict with the best interest of Amacore Group or
might deprive Amacore Group of their undivided loyalty in business dealings.
Even the appearance of a conflict of interest where none actually exist can be
damaging and should be avoided. Conflicts of interest are prohibited unless
specifically authorized as described below.
 
 If you
have any questions about a potential conflict or if you become aware of an
actual or potential conflict, and you are not an officer or director of Amacore
Group, you should discuss that matter with your supervisor. Supervisors may not
authorize conflict of interest matters or make determinations as to whether a
problematic conflict of interest exist without first seeking the approval of the
CEO and providing the CEO with a written description of the activity. If the
supervisor is involved in the potential or actual conflict, you should discuss
the matter directly with the CEO; directors may seek authorization and
determinations from the Audit Committee of the Board of Directors.
 
  3
  **Examples
of Potential Conflicts**
 
 Although
no list can cover every possible situation in which a conflict of interest could
arise, the following are examples of situations that may, depending on the facts
and circumstances, involve conflicts of interest:
 
 Employment
by (including consulting) or service on the board of a competitor, customer or
supplier. Activity that enhances or supports the position of a competitor to the
detriment of Amacore Group is prohibited, including employment by or service on
the board of a competitor. Employment by or service on the board of a customer
or supplier is generally discouraged and you must first seek authorization in
advance if you plan to take such position.
 
 Owning,
directly or indirectly, a significantly financial interest in any entity that
does business, seeks to do business or competes with us. In addition to the
factors described above, persons evaluating ownership in other entities for
conflicts of interest will consider the size and nature of the investment, the
nature of the relationship between the other entity and Amacore Group, the
employee’s access to confidential information and the employee’s ability to
influence Amacore Group’s decisions. If you would like to acquire a financial
interest of that kind, you must seek approval in advance.
 
 Soliciting
contributions to any charity or for any political candidate from any person or
entity that does business or seeks to do business with us.
 
 Soliciting
or accepting gifts, favors, loans or preferential treatment from any individual
or entity that does business or seeks to do business with us.
 
 Taking
personal advantage of corporate opportunities.
 
 Conducting
our business transactions with your family member, significant other or person
who shares your household or a business in which you have a significant
financial interest. Material related-party transactions approved by the Audit
Committee and involving any executive or director will be publicly disclosed as
required by applicable laws and regulations.
 
 Personal
or romantic involvement with a collaborator, competitor, supplier or any
employee of Amacore Group, which impairs an employee’s ability to exercise good
judgment on behalf of Amacore Group, creates an actual or potential conflict of
interest.
 
 **Loans**
 
 Loans to
or obligations of, employees or their family members by Amacore Group could
constitute an improper benefit to the recipient of these loans or guarantees,
depending on the facts and circumstances. All loans and guarantees by Amacore
Group must be approved in advance by the CEO.
 
  4
  **5.
Corporate Opportunities**
 
 You may
not take personal advantage of opportunities that are presented to you or
discovered by you as a result of your position with us or through your use of
Company property or information, unless authorized by the CEO and, if
appropriate, the Audit Committee. You may not use your position or corporate
property or information for improper personal gain.
 
 **6.
Maintenance of Corporate Books, Records, Documents and Accounts; Financial
Integrity; Public Reporting**
 
 The
integrity of our records and public disclosure depends upon the validity,
accuracy and completeness of the information supporting the entries to our books
and records. Therefore, our corporate and business records should be completed
accurately and honestly. The making of false or misleading entries, whether they
relate to financial results or test results, is strictly prohibited. Our records
serve as a basis for managing our business and are important in meeting our
obligations to stockholders, customers, suppliers, creditors, employees and
others with whom we do business. As a result, it is important that our books,
records and accounts to accurately and fairly reflect, in reasonable detail, our
assets, liabilities, shareholder’s equity, revenues, cost and expenses. We
require that:
 
 No entry
be made on our books and records that intentionally hides or disguises the
nature of any transaction or of any of our liabilities, or misclassifies any
transaction as to accounts or accounting periods;
 
 Transactions
be supported by appropriate documentation;
 
 The terms
of sales and other commercial transactions be reflected accurately in the
documentation for those transactions and all such documentation be reflected
accurately on our books and records;
 
 Employees
comply with our system of internal controls, and
 
 No cash
or other assets be maintained for any purpose in any unrecorded or
“of-the-books” fund.
 
 Other
accounting records are also relied upon to produce reports for our Board,
management, stockholders and creditors, as well as for governmental agencies. In
particular, we rely upon our accounting and other business and corporate records
in preparing the periodic reports we file with the Securities and Exchange
Commission. Securities laws require that these reports provide full, fair,
accurate, timely and understandable disclosure and fairly present our financial
conditions and results of operations. Employees who collect, provide or analyze
information for or otherwise contribute in any way in preparing or verifying
these reports should strive to ensure that our financial disclosure is accurate
and transparent and that our reports contain all of the information about
Amacore Group that would be important to enable stockholders and potential
investors to assess the soundness and risks of our business and finances and the
quality and integrity of our accounting and disclosure. In
addition:
 
  5
  No
employee may take or authorize any action that would intentionally cause our
financial records or financial disclosure to fail to comply with generally
accepted accounting principles, the rules and regulations of the SEC or other
applicable laws, rules and regulations;
 
 No
employee should knowingly make, or cause or encourage any other employee to
make, any false or misleading statement in any of our reports filed with the SEC
or knowingly omit, or cause or encourage any other person to omit, any
information necessary to make the disclosure in any of our reports accurate in
all material respects.
 
 Any
employee who becomes aware of any departure from these standards has a
responsibility to report his/her knowledge promptly to the CEO.
 
 **Reporting
Expenses**
 
 All
expense items associated with travel or local business matters, including
airfare, hotel expenses, taxi/limousine services, car rental, business meals and
entertainment, must be accurately and fully documented on the expense report
with applicable receipts attached. The documentation should include a brief
description of the business matter that required the expense. Unsupported
expenses will not be reimbursed.
 
 **Selective
Disclosure**
 
 The
Federal securities laws prohibit the selective disclosure of financial and other
corporate information. It is the policy of Amacore Group to disclose important
corporate events by means of a press release and/or non-public information to
securities analyst or members of the media.
 
 **7.
Fair Dealing**
 
 We strive
to outperform our competition fairly and honestly. Advantages over our
competitors are to be obtained through superior performance of our product(s)
and services, not through unethical or illegal business practices. Acquiring
proprietary information from others through improper means, possessing trade
secret information that was improperly obtained, or inducing improper disclosure
of confidential information from past or present employees of other companies is
prohibited, even if motivated by an intention to advance our interest. If
information is obtained by mistake that may constitute a trade secret or other
confidential information of another business, or if you have any questions about
the legality of proposed information gathering, you must consult the
CEO.
 
 You are
expected to deal fairly with our customers, suppliers, employees and anyone else
with whom you have contact in the course of performing your job. No employee may
take unfair advantage of anyone through misuse of confidential information,
misrepresentation of material facts or any other unfair dealing practice. The
Federal Trade Commission Act provides that “unfair methods of competition in
commerce, and unfair or deceptive acts or practices in commerce are declared
unlawful.
 
  6
  
 
 Employees
involved in procurement have a special responsibility to adhere to principles of
fair competition in the purchase of products and services by selecting suppliers
based exclusively on normal commercial considerations, such as quality, cost,
availability, service and reputation, and not on the receipt of special
favors.
 
 **8.
Gifts, Entertainment and Meals**
 
 Business
entertainment, gifts and meals are meant to create goodwill and sound working
relationships and not to gain improper advantage with customers or facilitate
approvals from government officials. Unless express permission is received by
the CEO, gifts, entertainment or meals cannot be offered, provided or accepted
by any employee unless consistent with customary business practices and not (a)
excessive in value, (b) in cash, (c) susceptible of being construed as a bribe
or kickback, (d) made or received on a regular or frequent basis, or (e) in
violation of any laws.
 
 Employees
should not accept gifts or entertainment that may reasonably be deemed to affect
their judgment or actions in the performance of their duties. Our customers,
suppliers, and the public at large should know that our employees’ judgment is
not for sale.
 
 Under
some stature, such as the U.S. Foreign Corrupt Practices Act, giving anything of
value to a government official to obtain or retain business or favorable
treatment is a criminal act subject to prosecution and conviction. With respect
to government employees, no gifts meals entertainment or benefits whatsoever may
be provided to such employees. If you are uncertain about the appropriateness of
any proposed entertainment or gifts that you are considering offering, seek
consultation from the CEO.
 
 **9.
Consideration to all Employees**
 
 You have
a fundamental responsibility to show respect and consideration for all of your
fellow employees. This means that fellow employees should at all times be
treated fairly and with dignity. In addition, their beliefs and concerns should
be respected.
 
 **Equal
Opportunity Employment**
 
 Amacore
Group is an Equal Opportunity Employer as a matter of law, ethics, and good
business practice. No employee is to discriminate against another employee or
prospective employee, or make disparaging remarks or criticisms on the basis of
race, color, creed, sex, sexual orientation, national origin, age, handicap,
disability or veteran’s status.
 
 Any
harassment, including sexual harassment, will not be tolerated. These principles
apply to all aspects of the employment relationship, including application and
initial employment, promotion and transfer, selection for service, retirement,
seniority and employee benefit plan policies.
 
  7
  **Safety
in the Workplace**
 
 You have
the obligation to perform your work in a safe manner so that you do not cause
any harm to yourself or to others. Similarly, you must see that work conducted
under your supervision is performed safely.
 
 **Drugs
and Narcotic Substances**
 
 Any use
or possession of illegal drugs and narcotic substances by our employees is
strictly prohibited. Drug abuse threatens the welfare of other employees and is
detrimental to the work environment and work ethics. Federal laws prohibit the
use or possession of illegal drugs and narcotics. Under no circumstances may
such drugs or substances be brought onto the premises of Amacore Group.
Employees must never work impaired by illegal drugs or alcohol.
 
 **10.
Protection and Proper Use of Company Assets**
 
 All
employees are expected to protect Amacore Group’s assets and ensure their
efficient use. Theft, carelessness and waste have a direct impact on our results
of operations. Our property, such as office supplies and computer equipment, are
expected to be used only for legitimate business purposes, although personal use
may be permitted. Any misuse or suspected misuse of our assets must be
immediately reported to your supervisor or the CEO. You may not, however, use
our corporate name, any brand name or trademark owned or associated with Amacore
Group or any letterhead stationary for personal use.
 
 **11.
Confidentiality**
 
 One of
our most important assets is our confidential information. As an employee of
Amacore Group, you may learn of information about Amacore Group that is
confidential and proprietary. You may also learn of information before that
information is released to the general public. Employees who have received or
have access to confidential information should take care to keep this
information confidential. Confidential information includes, but is not limited
to: trade secrets, information regarding plans for new products, marketing and
selling, business plans, budgets and unpublished financial information,
licenses, prices and costs, suppliers (providers) and customers, and information
regarding the skills and compensation of other employees of Amacore Group, and
similar information received from third parties such as customers, suppliers and
corporate partners. This information may be protected by patent, trademark,
copyright and trade secret laws.
 
 In
addition, because we interact with other companies and organizations, there may
be times when you learn confidential information about other companies before
that information has been made available to the public. You must treat this
information in the same manner as you are required to treat our confidential and
proprietary information. There may even be times when you must treat
confidential the fact that we have an interest in, or are involved with, another
company.
 
  8
  
 
 You are
expected to keep confidential and proprietary information confidential unless
and until that information is released to the public through approved channels.
Every employee has the duty to refrain from disclosing to any other person
confidential or proprietary information about us or any other company learned in
the course of employment, until that information is disclosed to the public
through approved channels. This policy requires you to refrain from discussing
confidential or proprietary information with outsiders and even with other
Company employees, unless those fellow employees have a legitimate need to know
the information in order to perform their duties. Unauthorized use or
distribution of this information could also be illegal and result in civil
liability and/or criminal penalties.
 
 You
should also not inadvertently disclose confidential information. Materials that
contain confidential information, such as presentations, memos, notebooks,
computer disks/cds and laptop computers should be stored securely. Be cautious
when discussing sensitive information in public and quasi-public places. All
Company emails, voicemails and other communications are presumed confidential
and should not be forwarded or otherwise disseminated outside Amacore Group,
except where required for legitimate purposes.
 
 **12.
Media/Public Discussions**
 
 It is our
policy to disclose material information concerning Amacore Group to the public
only through specific channels to avoid inappropriate publicity and to ensure
that all those with an interest in Amacore Group will have equal access to the
information. All inquiries or calls from the press and financial analysts should
be referred to the CEO, who is our official spokesperson. Unless a specific
exception has been made by the CEO, the CEO is the only person who may
communicate with the press on behalf of Amacore Group.
 
 **13.
Waivers**
 
 Any
waiver of this Code for officers or directors may be authorized only by our
Board of Directors.
 
 **14.
Compliance Resources**
 
 Your most
immediate resource for any matter related to this Code is your supervisor.
He/she may have the information you need, or may be able to refer the question
to another appropriate source. There may be times when you prefer not to go
directly to your supervisor. In these instances, you should feel free to discuss
your concern with the CEO.
 
 **Clarifying
Questions and Concerns; Reporting Possible Violations**
 
 If you
encounter a situation or are considering a course of action and it
appropriateness is unclear, discuss the matter promptly with your supervisor or
the CEO, even the appearance of impropriety can be very damaging and should be
avoided.
 
  9
  
 
 If you
are aware of a suspected or actual violation of this Code by others, you have a
responsibility to report it. You are expected to promptly provide your
supervisor or the CEO with a specific description of the violation that you
believe has occurred, including any information you have about the person(s)
involved and the time of the violation.
 
 Whether
you choose to speak to your supervisor or the CEO, you should do so without fear
of any form of retaliation. We will take prompt disciplinary action against any
employee who retaliates against you, up to and including termination of
employment.
 
 Supervisors
must promptly report any complaints or observations of Code violations to the
CEO. If you believe your supervisor has not taken appropriate action, you should
contact the CEO directly, who will investigate all reported possible Code
violations promptly and with the highest degree of confidentiality that is
possible under the specific circumstances. Neither you nor your supervisor may
conduct any preliminary investigation, unless authorized to do so by the CEO.
Your co-operation in the investigation will be expected. As needed the CEO will
consult with outside legal counsel or the Audit Committee of the Board of
Directors. It is our policy to employ a fair process to determine violations of
the Code.
 
 With
respect to any complaints or observations of violations that may involve
accounting, internal accounting controls and auditing concerns, the CEO shall
promptly inform the Audit Committee who shall be responsible for supervising and
overseeing the inquiry and any investigation that is undertaken.
 
 If the
investigation indicates that a violation of this Code has probably occurred, we
will take such action as we believe to be appropriate under the circumstances.
If we determine that an employee is responsible for the Code violation, he/she
will be subject to disciplinary action up to including termination of employment
and, in appropriate cases, civil action or referral for criminal prosecution.
Appropriate action may also be taken to deter any future Code violations. Such
disciplinary actions may also be taken (1) when an employee fails to report or
withholds relevant information concerning a violation of such standards, laws or
regulations, and (2) when there has been adequate supervision or lack of
diligence by a supervisor or manager in connection with a violation of such
standards, laws, or regulations.