Exhibit 14.1



February 24, 2004



EXCELLIGENCE LEARNING CORPORATION

CODE OF BUSINESS CONDUCT AND ETHICS



INTRODUCTION



Purpose



This Code of Business Conduct and Ethics (this Code)
contains general guidelines for conducting the business of Excelligence Learning Corporation (the Company) consistent with the highest standards of business ethics. To the extent that this Code requires a higher standard than
required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards. Some of the matters discussed in this Code, due to their complexity, also are covered in separate corporate policy statements contained in
the Companys Employee Manual. The separate, more detailed policy statements are not part of this Code, but are intended to ensure that all persons to whom the policies apply understand how to comply with them.



This Code applies to all of our directors, officers and employees. We refer
to all persons covered by this Code as Company employees or simply employees. We also refer to our Chief Executive Officer, our Chief Financial Officer, our Vice President  Finance, and our Controller as our
principal financial officers.



Seeking Help and Information



This Code is not intended to be a comprehensive rulebook
and cannot address every situation that you may face. If you feel uncomfortable about a situation or have any doubts about whether it is consistent with the Companys ethical standards, seek help. We encourage you to contact your supervisor for
help first. If your supervisor cannot answer your question or if you do not feel comfortable contacting your supervisor, contact the Companys Legal Department.



Reporting Violations of the Code



All employees have a duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations or policies
that apply to the Company. If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor. Your supervisor will contact the Companys Legal Department, who will work with you and your supervisor to
investigate your concern. If you do not feel comfortable reporting the conduct to your supervisor or you do not get a satisfactory response, you may contact the Companys Legal Department directly. All reports of known or suspected violations
of the law or this Code will be handled sensitively and with discretion. Your supervisor, the Companys Legal Department and the Company will protect your confidentiality to the extent possible, consistent with law and the Companys need
to investigate your concern.



It is Company policy that
any employee who violates this Code will be subject to appropriate discipline, which may include termination of employment. This determination will be based upon the facts and circumstances of each particular situation. Any employee accused of
violating this Code will be given an opportunity to present his or her version of the events at



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issue prior to any determination of appropriate discipline. Employees who violate the law or this Code may expose themselves to substantial civil damages,
criminal fines and prison terms. The Company may also face substantial fines and penalties and many incur damage to its reputation and standing in the community. Your conduct as a representative of the Company, if it does not comply with the law or
with this Code, can result in serious consequences for both you and the Company.



Policy Against Retaliation



The Company
prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against an employee because the employee, in good faith, sought help or filed a report will be subject to
disciplinary action, including potential termination of employment.



Waivers
of the Code



Waivers of this Code for employees may be
made only by an executive officer of the Company. Any waiver of this Code for our directors, executive officers or other principal financial officers may be made only by our Board of Directors and will be disclosed to the public within 5
business days of any waiver of the Code as required by law or the rules of the Nasdaq Stock Market.



CONFLICTS OF INTEREST



Identifying Potential Conflicts of Interest



A conflict of interest can occur when an employees private interest interferes, or reasonably appears to interfere, with the interests of the
Company as a whole. You should avoid any private interest that influences your ability to act in the interests of the Company or that makes it difficult to perform your work objectively and effectively.



Identifying potential conflicts of interest may not always be clear-cut. The
following situations are examples of conflicts of interest:



| | · |  | Outside Employment.    No employee should be employed by, serve as a director of, or provide any services to a company that is a material customer,
supplier or competitor of the Company.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Improper Personal Benefits.    No employee should obtain any material (as to him or her) personal benefits or favors because of his or her position with
the Company.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Financial Interests.    No employee should have a significant financial interest (ownership or otherwise) in any company that is a
material customer, supplier or competitor of the Company. A significant financial interest means (i)
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | ownership of greater than 1% of the equity of a material customer, supplier or competitor or (ii) an investment in a material customer, supplier or
competitor that represents more than 5% of the total assets of the employee.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Loans or Other Financial Transactions.    No employee should obtain loans or guarantees of personal obligations from, or enter into any other personal
financial transaction with, any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with banks, brokerage firms or other financial institutions.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Service on Boards and Committees.    No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or
not-for-profit) whose interests reasonably would be expected to conflict with those of the Company.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Actions of Family Members.    The actions of family members outside the workplace may also give rise to the conflicts of interest described above
because they may influence an employees objectivity in making decisions on behalf of the Company. For purposes of this Code, family members include your spouse or life-partner, brothers, sisters and parents, in-laws and children
whether such relationships are by blood or adoption.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For purposes of this Code, a company is a material customer if the company has made payments to the Company in the past year in excess of $200,000 or 5% of the customers gross revenues, whichever is
greater. A company is a material supplier if the company has received payments from the Company in the past year in excess of $200,000 or 5% of the suppliers gross revenues, whichever is greater. A company is a material
competitor if the company competes in the Companys line of business and has annual gross revenues from such line of business in excess of $10,000,000. If you are uncertain whether a particular company is a material customer, supplier or
competitor, please contact the Companys Legal Department for assistance.



Disclosure of Conflicts of Interest



The
Company requires that employees disclose any situations that reasonably would be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict
of interest, you must report it to your supervisor or the Companys Legal Department. Your supervisor and the Companys Legal Department will work with you to determine whether you have a conflict of interest and, if so, how best to
address it. Although conflicts of interest are not automatically prohibited, they are not desirable and may only be waived as described in Waivers of the Code above.



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CORPORATE OPPORTUNITIES



As an employee of the Company, you have an obligation to advance the
Companys interests when the opportunity to do so arises. If you discover or are presented with a business opportunity through the use of corporate property, information or because of your position with the Company, you should first present the
business opportunity to the Company before pursuing the opportunity in your individual capacity. No employee may use corporate property, information or his or her position with the Company for personal gain or should compete with the Company.



You should disclose to your supervisor the terms and
conditions of each business opportunity covered by this Code that you wish to pursue. Your supervisor will contact the Companys Legal Department and the appropriate management personnel to determine whether the Company wishes to pursue the
business opportunity. If the Company waives its right to pursue the business opportunity, you may pursue the business opportunity on the same terms and conditions as originally proposed and consistent with the other ethical guidelines set forth in
this Code.



COMPETITION AND FAIR
DEALING



All employees should endeavor to deal fairly with
fellow employees and with the Companys customers, suppliers and competitors. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any
other unfair-dealing practice.



Relationships with Customers



Our business success depends upon our ability to foster lasting customer
relationships. The Company is committed to dealing with customers fairly, honestly and with integrity. Specifically, you should keep the following guidelines in mind when dealing with customers:



| | · |  | Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should not deliberately misrepresent information to customers.
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| | · |  | Employees should not refuse to sell, service, or maintain products the Company has produced simply because a customer is buying products from another supplier.
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| | · |  | Customer entertainment should not exceed reasonable and customary business practice. Employees should not provide entertainment or other benefits that could be viewed as an
inducement to or a reward for, customer purchase decisions.
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Relationships with Suppliers



The Company deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on
price, quality, service and reputation, among other factors. Employees dealing with suppliers should carefully guard their objectivity. Specifically, no employee should accept or solicit any personal benefit from a supplier or potential supplier
that might compromise, or reasonably appear to compromise, their objective assessment of the suppliers products and prices.



Relationships with Competitors



The Company is committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing
competitive practices in the marketplace, including federal and state antitrust laws. Such actions include misappropriation and/or misuse of a competitors confidential information or making false statements about the competitors business
and business practices.



COMPANY
RECORDS



Accurate and reliable records are crucial to our
business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public and guide our business decision-making and strategic planning. Company records include booking information, payroll, timecards,
travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of the Companys business.



All Company records must be complete, accurate and reliable in all material
respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are responsible for understanding and complying with our record keeping policy. Ask your supervisor if you have any
questions.



ACCURACY OF FINANCIAL REPORTS
AND OTHER PUBLIC COMMUNICATIONS



As a public
company, we are subject to various securities laws, regulations and reporting obligations. Both federal law and our policies require the disclosure of accurate and complete information regarding the Companys business, financial condition and
results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.



The Companys principal financial officers and other employees working in the Accounting Department have a special responsibility to ensure that all
of our financial disclosures are full, fair, accurate, timely and understandable. These employees must understand and strictly comply with generally accepted accounting principles and all standards, laws and regulations for accounting and financial
reporting of transactions, estimates and forecasts.



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COMPLIANCE WITH LAWS AND REGULATIONS



Each employee has an obligation to comply with all laws, rules and
regulations applicable to the Company operates. These include, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust
prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. You
are expected to understand and comply with all laws, rules and regulations that apply to your job position. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the Legal Department.



COMPLIANCE WITH INSIDER TRADING LAWS



Company employees are prohibited from trading in the stock or
other securities of the Company while in possession of material, nonpublic information about the Company. In addition, Company employees are prohibited from recommending, tipping or suggesting that anyone else buy or sell stock or other
securities of the Company on the basis of material, nonpublic information. Company employees who obtain material nonpublic information about another company in the course of their employment are prohibited from trading in the stock or securities of
the other company while in possession of such information or tipping others to trade on the basis of such information. Employees should refer to the Companys Insider Trading Policy for a more detailed discussion of their
obligations under insider trading laws.



The laws against
insider trading are specific and complex. Any questions about information you may possess or about any dealings you have had in the Companys securities should be promptly brought to the attention of the Companys Legal Department.



PUBLIC COMMUNICATIONS AND REGULATION
FD



Public Communications Generally



The Company places a high value on its credibility and reputation in the
community. What is written or said about the Company in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public
requests (media, analysts, etc.), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data. To ensure compliance with this
policy, all news media or other public requests for information regarding the Company should be directed to the Companys Legal Department. The Companys Legal Departmentwill work with you and the appropriate personnel to evaluate
and coordinate a response to the request.



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Compliance with Regulation FD



In connection with its public communications, the Company is required to comply with a rule under the federal
securities laws referred to as Regulation FD (which stands for fair disclosure). Regulation FD provides that, when we disclose material, non-public information about the Company to securities market professionals or stockholders (where
it is reasonably foreseeable that the stockholders will trade on the information), we must also disclose the information to the public. Securities market professionals generally include analysts, institutional investors and other
investment advisors.



To ensure compliance with Regulation FD,
we have designated the following officials as Company Spokespersons:



| | · |  | Chief Executive Officer
| | - |  | -----------------------



| | · |  | Chief Financial Officer
| | - |  | -----------------------



| | · |  | General Counsel
| | - |  | ---------------



Only Company Spokespersons are authorized to disclose information about the Company in response to requests from securities market professionals or
stockholders. If you receive a request for information from any securities market professionals or stockholders, promptly contact the Companys Legal Department to coordinate a response to such request.



Company employees who regularly interact with securities market professionals
are specifically covered by Regulation FD and have a special responsibility to understand and comply with Regulation FD. Contact the Companys Legal Department if you have any questions about the scope or application of Regulation FD.



CONCLUSION



This Code of Business Conduct and Ethics contains general guidelines for
conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Legal Department. We expect all Company employees to adhere to
these standards, as well as those contained in the Companys Employee Manual.



This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing Company policy. We reserve the right to amend, supplement or discontinue this Code and the matters
addressed herein, without prior notice, at any time.



NOTE:    This Code of Business Conduct and Ethics, as applied to the Companys principal financial officers, is intended to serve as our code of ethics within the meaning of Section 406 of
the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and as our code of conduct required by Rule 4350(n) of the Nasdaq Stock Market Marketplace Rules.



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