Exhibit
14.1




IMAGE
METRICS, INC.




(the
“Company”)




CODE
OF BUSINESS CONDUCT AND ETHICS




Introduction




This Code
of Business Conduct and Ethics (the “Code”) covers a wide range of business
practices and procedures.  It does not cover every issue that may
arise, but it sets out basic principles to guide the directors, officers, and
employees of the Company.  All Company directors, officers, and
employees should conduct themselves accordingly and seek to avoid even the
appearance of improper behavior in any way relating to the
Company.  In appropriate circumstances, this Code should also be
provided to and followed by the Company’s agents and representatives, including
consultants.




Any
director or officer who has any questions about this Code should consult with
the Chief Executive Officer or the General Counsel as appropriate in the
circumstances.  If an employee has any questions about this Code, the
employee should ask his or her supervisor how to handle the situation, or if the
employee prefers, the Chief Executive Officer or General Counsel.




Scope
of Code.




This Code
is intended to deter wrongdoing and to promote the following:




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




·
            full,
      fair, accurate, timely, and understandable disclosure in reports and
      documents the Company files with, or submits to, the Securities and
      Exchange Commission (the “SEC”), and in other communications made by the
      Company;




·
            compliance
      with applicable governmental laws, rules, and
  regulations;




·
            the
      prompt internal reporting of violations of this Code to the appropriate
      person or persons identified in this
Code;




·
            accountability
      for adherence to this Code; and




·
            adherence
      to a high standard of business
ethics.












Compliance
with Laws, Rules, and Regulations




Obeying
the law, both in letter and in spirit, is the foundation on which the Company’s
ethical standards are built.  All directors, officers, and employees
should respect and obey all laws, rules, and regulations applicable to the
business and operations of the Company.  Although directors, officers,
and employees are not expected to know all of the details of these laws, rules,
and regulations, it is important to know enough to determine when to seek advice
from the Chief Executive Officer, the General Counsel, supervisors, managers,
other officers or other appropriate Company personnel.




Conflicts
of Interest




A
“conflict of interest” exists when an individual’s private interest interferes
in any way – or even appears to conflict – with the interests of the
Company.  A conflict of interest situation can arise when a director,
officer, or employee takes actions or has interests that may make it difficult
to perform his or her work on behalf of the Company in an objective and
effective manner.  Conflicts of interest may also arise when a
director, officer, or employee, or a member of his or her family, receives
improper personal benefits as a result of his or her position with the
Company.  Loans to, or guarantees of obligations of, employees and
their family members may create conflicts of interest.




Service
to the Company should never be subordinated to personal gain and
advantage.  Conflicts of interest, whenever possible, should be
avoided.  In particular, clear conflict of interest situations
involving directors, officers, and employees who occupy supervisory positions or
who have discretionary authority in dealing with any third party may include the
following:




·
            any
      significant ownership interest in any supplier or
  customer;




·
            any
      consulting or employment relationship with any customer, supplier, or
      competitor;




·
            any
      outside business activity or other interests that detracts from an
      individual’s ability to devote appropriate time and attention to his or
      her responsibilities to the Company or affects the individuals motivation
      or performance as an Employee;




·
            the
      receipt of non-nominal gifts or excessive entertainment from any
      organization with which the Company has current or prospective business
      dealings




·
            being
      in the position of supervising, reviewing, or having any influence on the
      job evaluation, pay, or benefit of any family member;
  and




·
            selling
      anything to the Company or buying anything from the Company, except on the
      same terms and conditions as comparable directors, officers, or employees
      are permitted to so purchase or
sell.




It is
almost always a conflict of interest for a Company officer or employee to work
simultaneously for a competitor, customer, or supplier.  No officer or
employee may work for a competitor as a consultant or board
member.  The best policy is to avoid any direct or indirect business
connection with the Company's customers, suppliers, and competitors, except on
the Company's behalf.




2




Conflicts
of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors.  Conflicts of interest
may not always be clear-cut and further review and discussions may be
appropriate.  Any director or officer who becomes aware of a conflict
or potential conflict should bring it to the attention of the Chief Executive
Officer and the General Counsel as appropriate in the
circumstances.  Any employee who becomes aware of a conflict or
potential conflict should bring it to the attention of the Chief Executive
Officer, the General Counsel, supervisor, manager, or other appropriate
personnel.  Supervisors and all employees are obligated to make the
Chief Executive Officer and the General Counsel aware of any conflict or
potential conflict that they may be aware of regarding any employee of the
Company.




Insider
Trading




Directors,
officers, and employees who have access to confidential information relating to
the Company are not permitted to use or share that information for stock trading
purposes or for any other purpose except the conduct of the Company's
business.  All non-public information about the Company should be
considered confidential information.  To use non-public information
for personal financial benefit or to “tip” others who might make an investment
decision on the basis of this information is not only unethical and against
Company policy but is also illegal.  Directors, officers, and
employees also should comply with insider trading standards and procedures
adopted by the Company.  If a question arises, the director, officer,
or employee should consult with the Company’s General Counsel.  The
Company, with the approval of the Board of Directors, may establish policies and
periods where directors or employees may buy or sell Company stock so long as
the director or employee conforms to applicable laws, Company policies and
attests that the individual does not have access or possess any material
non-public information.




Corporate
Opportunities




Directors,
officers, and employees are prohibited from taking for themselves personally or
directing to a third party any opportunity that is discovered through the use of
corporate property, information, or position without the consent of the Board of
Directors.  No director, officer, or employee may use corporate
property, information, or position for improper personal gain, and no director,
officer, or employee may compete with the Company directly or
indirectly.  Directors, officers, and employees owe a duty to the
Company to advance its legitimate interests when the opportunity to do so
arises.




Competition
and Fair Dealing




The
Company seeks to compete in a fair and honest manner.  The Company
seeks competitive advantages through superior performance rather than through
unethical or illegal business practices.  Stealing proprietary
information, possessing trade secret information that was obtained without the
owner’s consent, or inducing such disclosures by past or present employees of
other companies is prohibited.  Each director, officer, and employee
should endeavor to respect the rights of and deal fairly with the Company’s
customers, suppliers, service providers, competitors, and employees, including
the making of unfair comments about competitor’s products.  No
director, officer, or employee should take unfair advantage of anyone relating
to the Company’s business or operations through manipulation, concealment, or
abuse of privileged information, misrepresentation of material facts, or any
unfair dealing practice.




3




To
maintain the Company’s valuable reputation, compliance with the Company's
quality processes and safety requirements is essential.  In the
context of ethics, quality requires that the Company's products and services
meet reasonable customer expectations and applicable published industry and
governmental standards.  All inspection and testing documents must be
handled in accordance with all applicable regulations, and every employee is
obligated to assure complete and accurate record keeping and
documentation.




Illegal
Discrimination and Sexual and Other Verbal or Physical Harassment




The
Company is firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or illegal sexual
and other illegal verbal or physical harassment of any kind based on sex, age,
race, color, religion, national origin, disability, ancestry, marital or veteran
status, or any other legally protected status.  Any director or
employee who is aware of any such conduct or perceived conduct must be promptly
reported to the Chief Executive Officer, the General Counsel or the head of
human resources, who will promptly conduct an investigation.  The
Company may terminate for cause any employee who, as a result of its
investigation, it judges has violated this or other such Company
policy.  Employees shall treat all persons with respect and fairness,
and all relationships (whether written, oral or electronic) shall be
businesslike and free of any illegal bias, prejudice, harassment, and
retaliation.




Health
and Safety




The
Company strives to provide each employee with a safe and healthful work
environment.  Each officer and employee has responsibility for
maintaining a safe and healthy workplace for all employees by following safety
and health rules and practices and reporting accidents, injuries, and unsafe
equipment, practices, or conditions.




Violence
and threatening behavior are not permitted.  Officers and employees
should report to work in a condition to perform their duties, free from the
influence of illegal drugs or alcohol.  The use of illegal drugs in
the workplace will not be tolerated and must be promptly reported to the Chief
Executive Officer or the General Counsel, who will promptly conduct an
investigation.  The Company may terminate for cause any employee who,
as a result of its investigation, it judges has violated this or other such
Company policy.




Record-Keeping




The
Company requires honest and accurate recording and reporting of information in
order to make responsible business decisions.




Directors,
officers and employees regularly use business expense accounts, which must be
documented and recorded accurately.  If an officer or employee is not
sure whether a certain expense is legitimate, the employee should ask his or her
supervisor or the Company's controller.  Rules and guidelines are
available from the Accounting Department.




All of
the Company’s books, records, accounts, and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company’s
transactions, and must conform both to applicable legal requirements and to the
Company’s system of internal controls.  Unrecorded or “off the books”
funds or assets should not be maintained unless permitted by applicable law or
regulation.




4




Business
records and communications often become public, and the Company and its officers
and employees in their capacity with the Company should avoid exaggeration,
derogatory remarks, guesswork, or inappropriate characterizations of people and
companies that can be misunderstood.  This applies equally to e-mail,
internal memos, and formal reports.  The Company’s records should
always be retained or destroyed according to the Company’s record retention
policies.  In accordance with those policies, in the event of
litigation or governmental investigation, directors, officers, and employees
should consult with the Company’s General Counsel before taking any action
because it is critical that any impropriety or possible appearance of
impropriety be avoided.




Confidentiality




Directors,
officers, and employees must maintain the confidentiality of confidential
information entrusted to them by the Company or its customers, suppliers, joint
venture partners, or others with whom the Company is considering a business or
other transaction except when disclosure is authorized by an executive officer
or required or mandated by laws or regulations.  Confidential
information includes all non-public information that might be useful or helpful
to competitors or harmful to the Company or its customers and suppliers, if
disclosed.  It also includes information that suppliers and customers
have entrusted to the Company.  The obligation to preserve
confidential information continues even after employment ends.  Every
employee must sign the then current employee confidentially, non-disclosure and
assignment of invention agreement as a condition of employment and continued
employment.




Protection
and Proper Use of Company Assets




All
directors, officers, and employees should endeavor to protect the Company’s
assets and ensure their efficient use.  Theft, carelessness, and waste
have a direct impact on the Company’s profitability.  Any suspected
incident of fraud or theft should be immediately reported to the General Counsel
for investigation.  Company assets should be used for legitimate
business purposes and should not be used for non-Company business.




The
obligation to protect the Company’s assets includes its proprietary
information.  Proprietary information includes intellectual property,
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information, and any unpublished financial data and
reports.  Unauthorized use or distribution of this information would
violate Company policy.  It could also be illegal and result in civil
or even criminal penalties.




Entertainment,
Gifts, Favors, and Gratuities




The
purpose of business entertainment and gifts in a commercial setting is to create
good will and sound working relationships, not to gain unfair advantage with
customers.  No gift or entertainment should ever be offered, given,
provided, or accepted by a director, officer, or employee, family member of a
director, officer, or employee, or agent relating to the individual’s position
with the Company unless it (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff, and (5) does not violate any laws or
regulations.  A director or officer should discuss with the Chief
Executive Officer or General Counsel, and an employee should discuss with his or
her supervisor, or if he prefers, the Chief Executive Officer or General
Counsel, any gifts or proposed gifts that the individual is not certain are
appropriate.  Anything having an aggregate value in excess of $100 may
create the possibility of a conflict and should be graciously declined with an
explanation that acceptance would be in violation of Company policy, unless
approved by the Chief Executive Officer and the General Counsel.




5




Political
Contributions




The
Company will not contribute directly or indirectly to political parties or
candidates for office unless approved by the Board of Directors or the Audit
Committee, and by the CEO and the General Counsel, and only in accordance with
applicable laws.




Payments
to Government Personnel




The U.S.
Foreign Corrupt Practices Act prohibits giving anything of value, directly or
indirectly, to officials of foreign governments or foreign political candidates
in order to obtain or retain business.  It is strictly prohibited to
make illegal payments to government officials of any country.




In
addition, the U.S. government has a number of laws and regulations regarding
business gratuities that may be accepted by U.S. government
personnel.  The promise, offer, or delivery to an official or employee
of the U.S. government of a gift, favor, or other gratuity in violation of these
rules would not only violate Company policy but could also be a criminal
offense.  State and local governments, as well as foreign governments,
may have similar rules.




Corporate
Disclosures




All
directors, officers, and employees should support the Company’s goal to have
full, fair, accurate, timely, and understandable disclosure in the periodic
reports required to be filed by the Company with the SEC.  Although
most employees hold positions that are far removed from the Company’s required
filings with the SEC, each director, officer, and employee should promptly bring
to the attention of the Chief Executive Officer, the Chief Financial Officer,
the General Counsel, the Controller, or the Audit Committee, as appropriate in
the circumstances, any of the following:




·
            Any
      material information to which such individual may become aware that
      affects the disclosures made by the Company in its public filings or would
      otherwise assist the Chief Executive Officer, the Chief Financial Officer,
      the General Counsel, the Controller, and the Audit Committee in fulfilling
      their responsibilities with respect to such public
  filings.




·
            Any
      information the individual may have concerning (a) significant
      deficiencies in the design or operation of internal controls that could
      adversely affect the Company's ability to record, process, summarize, and
      report financial data or (b) any fraud, whether or not material, that
      involves management or other employees who have a significant role in the
      Company's financial reporting, disclosures, or internal
      controls.




·
            Any
      information the individual may have concerning any violation of this Code,
      including any actual or apparent conflicts of interest between personal
      and professional relationships, involving any management or other
      employees who have a significant role in the Company's financial
      reporting, disclosures, or internal
controls.




·
            Any
      information the individual may have concerning evidence of a material
      violation of the securities or other laws, rules, or regulations
      applicable to the Company and the operation of its business, by the
      Company or any agent thereof, or of violation of this
  Code.




6




Corporate
Communications, Public Relations and Investor Relations




Only the
Chief Executive Officer and the Chief Financial Officer or their specific
designee are authorized to communicate on behalf of the Company with
shareholders, prospective investors, bankers, the press, broadcast media of the
general public.  Any inquiries from these sources should promptly be
referred to on of these individuals without further comment.




Contracts




Only
proper officers of the Company specifically designated by the CEO or CFO are
authorized to enter into and execute contracts (whether written or oral) on
behalf of the Company.  All contracts must be approved by the General
Counsel and by the CFO or Controller.  No other director, officer,
employee or agent of the Company has any authority (express, apparent, implied)
to obligate the Company in any manner, or hold himself or herself out to any
third party as having such authority.




Using
Company Computer and Communication Resources




Employees
may use the Company’s electronic equipment at their desk or work station for
incidental personal matters, however, employees are not guaranteed personal
privacy on the Company’s communications systems or of the information sent to,
from, or stored in Company communications.  All documents, including
all electronic communications, whether business or personal related, are the
Company’s property, and they are subject to review by the Company at any time,
whether in your presence or not.




·
            Employees
      may not use Company computer and communication resources for
      communications that contain or promote any of the
    following:




·
            abusive
      or objectionable language;




·
            information
      that is illegal, obscene, or
pornographic;




·
            messages
      that are likely to result in the loss or damage of the recipient’s work or
      system;




·
            messages
      that are defamatory;




·
            use
      that interferes with the work of the employee or others;
  or




·
            solicitation
      of employees for any unauthorized
purpose.




Right
to Monitor/Right to Privacy




The
Company reserves the right to monitor any Company mail systems, including
electronic mail, computers, software, files or any other internal documents in
any media, including electronic and hard copy.  Employees do not have
the right to privacy at his/her desk or work station and computer.




7




Waivers
of the Code of Conduct




Any
waiver of this Code for directors or executive officers may be made only by the
Board of Directors or a committee of the Board and will be promptly disclosed to
stockholders as required by applicable laws, rules, and regulations, including
the rules of the SEC and under applicable exchange or Nasdaq
rules.  Any such waiver also must be disclosed in a Form
8-K.




Alcohol
and Controlled Substances Abuse




The
Company recognizes that alcoholism and other drug addiction are illnesses that
are not easily resolved by personal effort and may require professional
assistance and treatment. Employees with alcohol or other drug problems are
strongly encouraged to take advantage of the diagnostic, referral, counseling
and preventive services available through our health insurance plan that have
been developed to assure confidentiality of participation.




Controlled
substance or alcohol abuse does not excuse Employees from neglect of their
employment responsibilities.  Individuals whose work performance is
impaired as the result of the use or abuse of alcohol or other drugs may be
required to participate in an appropriate diagnostic evaluation and treatment
plan.  Employees are prohibited from engaging in the unlawful
possession, use or distribution of alcohol or other illegal drugs on Company
property or as part Company activities.  Further, use of alcohol or
controlled substantives off Company premises that in any way impairs work
performance is also prohibited.




The
unlawful manufacture, distribution, dispensation, possession or use of
controlled substances is prohibited on Company property or as a part of Company
activities.  Individuals violating this policy are subject
disciplinary action, as well as termination and possible referral for criminal
prosecution.






Workplace
Violence and Weapons




It is a
violation of this policy to engage in Workplace Violence or use or to possess a
Weapon, as defined below, at any time on Company premises, including common
areas in the office building and in the parking lot or immediate surrounding
areas.




Workplace
Violence includes, but is not limited to, intimidation, threats, physical attack
or property damage.




·
            Intimidation:  Includes but is not
      limited to stalking or engaging in actions intended to frighten, coerce,
      or induce duress.




·
            Threat: The expression of intent to
      cause physical or mental harm. An expression constitutes a threat without
      regard to whether the party communicating the threat has the present
      ability to carry it out and without regard to whether the expression is
      contingent, conditional or
future.




·
            Physical Attack: Unwanted or hostile physical
      contact such as hitting, fighting, pushing, shoving or throwing
      objects.




·
            Property
      Damage: Intentional damage to property which includes property owned by
      the Company, employees, visitors or
vendors.




8




Weapons
are defined as: (1) a loaded or unloaded firearm, whether operable or
inoperable, (2) a knife, stabbing instrument, brass knuckles, blackjack, club,
or other object specifically designed or customarily carried or possessed for
use as a weapon, (3) an object that is likely to cause death or bodily injury
when used as a weapon and that is used as a weapon or carried or possessed for
use as a weapon, or (4) an object or device that is used or fashioned in a
manner to lead a person to believe the object or device is a firearm or an
object which is likely to cause death or bodily injury.  Employees
must report any real or reasonably perceived suspicious activities or
intimidating verbal or physical threats immediately to the local police and to
the CEO, the General Counsel or any other Company officer.




Reporting
any Illegal or Unethical Behavior or Violations of this Code of
Ethics




Directors
and officers are encouraged to talk to the Chief Executive Officer or the
General Counsel, and employees are encouraged to talk to Chief Executive
Officer, the General Counsel, supervisors, managers, or other appropriate
personnel when in doubt about the best course of action in a particular
situation.  Directors, officers, and employees should report any
observed illegal or unethical behavior and any perceived violations of laws,
rules, regulations, or this Code to the Chief Executive Officer or General
Counsel or directly to any member of the Audit Committee of the Board of
Directors.  It is the policy of the Company not to allow retaliation
for reports of misconduct by others made in good faith.  Directors,
officers, and employees are expected to cooperate in internal investigations of
misconduct.




The
Company maintains a Whistleblower Policy attached hereto and incorporated herein
as Schedule A for (1) the receipt, retention, and treatment of complaints
received by the Company regarding accounting, internal accounting controls, or
auditing matters and (2) the confidential, anonymous submission by the Company’s
employees of concerns regarding questionable accounting or auditing
matters.




Enforcement




The Board
of Directors, the Audit Committee, or the CEO in consultation with the General
Counsel, and when they deem it appropriate, with the Board of Directors of the
Audit Committee, shall determine appropriate actions to be taken in the event of
violations of this Code.  Such actions shall be reasonably designed to
deter wrongdoing and to promote accountability for adherence to this Code and to
these additional procedures, and may include written notices to the individual
involved that the Board has determined that there has been a violation, censure
by the Board, demotion or re-assignment of the individual involved, suspension
with or without pay or benefits (as determined by the Board), and termination of
the individual's employment or position.  In determining the
appropriate action in a particular case, the Board of Directors or such designee
shall take into account all relevant information, including the nature and
severity of the violation, whether the violation was a single occurrence or
repeated occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action, and whether or not the individual
in question had committed other violations in the past.




Publicly
Available:This Code shall be posted on the Company’s
website.




9




Schedule
A




IMAGE
METRICS, INC. WHISTLEBLOWER POLICY




Introduction




The
Company has adopted a Code of Business Conduct and Ethics applicable to all
employees that urges employees promptly to discuss with or disclose to their
supervisor, the CEO, the General Counsel, or the Chairman of the Audit Committee
events of questionable, fraudulent, or illegal nature.  In addition,
the Company recently adopted a Code of Ethics for the Chief Executive Officer
and senior financial officers that, among other things, requires prompt internal
reporting of violations of that Code, the Code of Business Conduct and Ethics,
fraud, and a variety of other matters.




As an
additional measure to support our commitment to ethical conduct, the Audit
Committee of our Board of Directors has adopted the following policies and
procedures for (i) the receipt, retention, and treatment of complaints
received by the Company regarding accounting, internal controls, or auditing
matters; and (ii) the confidential, anonymous submission by employees of
the Company of concerns regarding questionable accounting or auditing
matters.




1.
            Reporting
      of Concerns or Complaints Regarding Accounting, Internal Controls, or
      Auditing Matters.




Taking
action to prevent problems is part of the Company's culture.  If you
observe possible unethical or illegal conduct, you are encouraged to report your
concerns.  Employees and others involved with the Company are urged to
come forward with any such information, without regard to the identity of
position of the suspected offender.




Employees
and others may choose any of the following modes of communicating suspected
violations of law, policy, or other wrongdoing, as well as any concerns
regarding questionable accounting or auditing matters (including deficiencies in
internal controls):




●           Report
the matter to your supervisor; or




●           Report
the matter to the Company's CEO or General Counsel; or




●           Report
the matter to the Chairman of the Audit Committee.




2.
            Confidentiality.




The
Company will treat all communications under this Policy in a confidential
manner, except to the extent necessary (a) to conduct a complete and fair
investigation, or (b) for reviews of Company operations by the Company's Board
of Directors, its Audit Committee, and the Company's independent public
accountants and the Company’s outside legal counsel.




Moreover,
if your situation requires that your identity be protected, you are still
encouraged to please submit an anonymous report to the Audit Committee
Chairman.  Please call or have someone else call the CEO or General
Counsel requesting the name and address of the Audit Committee member, and if
they for any reason fail to provide you with the information at the time you
speak to one of them, call the Company’s external auditors to obtain such
information.  In the alternative, you may contact the Chairman
directly by sending a letter addressed as follows:  “Mr. Ron Ryder,
Image Metrics, Inc., 1918 Main Street, 2nd Floor,
Santa Monica, California 90405.”




10




Retaliation




Any
individual who in good faith reports a possible violation of the Company's Code
of Business Conduct and Ethics, the Code of Ethics for the Chief Executive
Officer and senior financial officers, or of law, or any concerns regarding
questionable accounting or auditing matters, even if the report is mistaken, or
who assists in the investigation of a reported violation, will be protected by
the Company.  Retaliation in any form against these individuals will
not be tolerated.  Any act of retaliation should be reported
immediately and will be disciplined appropriately.




Specifically,
the Company will not discharge, demote, suspend, threaten, harass, or in any
other manner discriminate or retaliate against any employee in the terms and
conditions of the employee's employment because of any lawful act done by that
employee to either (a) provide information, cause information to be provided, or
otherwise assist in any investigation regarding any conduct that the employee
reasonably believes constitutes a violation of any Company code of conduct, law,
rule, or regulation, including any rule or regulation of the Securities and
Exchange Commission or any provision of Federal law relating to fraud against
shareholders, or (b) file, cause to be filed, testify, participate in, or
otherwise assist in a proceeding filed or, to the employee's knowledge, about to
be filed relating to an alleged violation of any such law, rule, or
regulation.