**Exhibit 14.1**

 

**VITACUBESYSTEMS HOLDINGS, INC.**

 

**CODE OFCONDUCT AND ETHICS**

 

**I. APPLICATION OF CODE**

 

This Code of Conduct andEthics (the “Code”) applies to all directors, officers, and employees (“CoveredPersons”) of VitaCube Systems Holdings, Inc. and its subsidiaries (“XELR8”).

 

This Code is neither acontract of employment nor a guarantee of continuing XELR8 policies. XELR8reserves the right to amend, supplement or discontinue this Code, without priornotice, at any time.

 

**II. DECISION–MAKING; OPERATION OF THE CODE**

 

**A.****                                   ****CORE VALUES**

 

The world of business iscomplex and ever more fast-paced. How to make good choices and take the rightaction is sometimes unclear. XELR8’s long-term success depends upon the choiceswe make every day, so we must all understand and meet the high expectations setherein as to the way we behave in our business at all times.

 

First, we must base ourdecisions and actions on our core values of honesty, fairness and integrity.

 

•                  We will not tolerate fraud, deceit orconcealment.

 

•                  Business and company decisions must be basedon fact and fairness, not bias or prejudice.

 

•                  Business and company decisions must be basedon strict principles of right and wrong as defined by the principles set forthin this Code.

 

**B.****                                   ****COMPLIANCE WITH THE CODE**

 

Simply put, we all mustcomply with this Code. It supports us in making good decisions and taking theright actions to help keep us from making the wrong choice and helps us complywith the laws, rules and regulations that apply to our business.

 

Covered Persons are expectedto understand how the Code applies to his or her own job, business decisionsand activities. If you do not understand, the Chief Financial Officer (the “CFO”)is available to answer your questions.

 

1

----

 

XELR8 recognizes that somechoices about how to conduct business are complicated. Any time one encountersa difficult decision or does not understand how the Code applies in aparticular case, they should ask for advice and guidance. If anyone covered bythis Code becomes aware of any violations or potential violations, or hascomplaints or concerns regarding accounting, internal accounting controls, orauditing matters, they must promptly notify the CFO or Chief Executive Officer(the “CEO”). Covered Persons found to have violated this Code will be subjectto disciplinary action that may include termination of employment.

**** ****

****XELR8 will not tolerate retaliation againstanyone who makes a good**********faith report regarding a violation or potentialviolation of this Code.******

 

**III.****                                ****BASIC PRINCIPLES**

 

**1.****                                     ****FAIR DEALING: **We will deal honestly and ethically withXELR8 and with its distributors, customers, suppliers, competitors, endorsers,employees and other stakeholders.

 

We will treat people fairly.We must not take unfair advantage of anyone through manipulation, concealment,abuse of privileged or otherwise undisclosed information, misrepresentation ofmaterial facts or any other unfair-dealing practices.

 

**2.****                                     ****CONFLICT SITUATIONS: **A conflict situation can arise when one of ustakes action or has interests that may make it difficult to perform ourXELR8 work objectively and effectively.

 

We must avoid anyinvestment, interest, or association that interferes or might interfere withthe independent exercise of our own individual best judgment and with ourobligation to perform our responsibilities in XELR8’s best interest.

 

For example:

 

1.                                      We will deal with all suppliers, customers,and all other persons doing business with XELR8 in a completely fair and objectivemanner without favor or preference based upon personal financial orrelationship considerations.

 

2.                                      We will not accept from or give to anysupplier, customer, or competitor any gift or entertainment except as allowedunder “Gifts, Meals and Entertainment” under Policy 4 below.

 

3.                                      We will not do business on behalf of XELR8with a member of our household or a close relative, unless the transaction isdisclosed in writing to the CEO, and it is determined that the transaction ison arms-length terms and is consistent with the purposes of this Principle.

 

Aclose relative would include, for example, at a minimum, a spouse, domesticpartner, parent, parent-in-law, sibling, sibling-in-law, child orson/daughter-in-law, or stepparent, stepsibling, or stepchild.

 

2

----

 

4.                                       We will not, directly or indirectly, have afinancial interest in any firm or company which is a competitor of XELR8 ifsuch financial interest represents a material percentage of the total net worthof the Covered Person, or if such ownership creates a direct conflict ofinterest for the Covered Person in connection with work the Covered Person isperforming for XELR8.

 

5.                                       We will not, directly or indirectly, have afinancial interest in or hold any employment, managerial, directorial,consulting or other position with any firm or company which does or seeks to dobusiness with XELR8, if such interest or position may influence anydecision that we might make in the performance of our regular duties.

 

6.                                       Officers and employees must disclose to theCEO, and a director must disclose to the board of directors, the existence ofany such conflict of interest or position, whether actual or proposed. XELR8will review such case with the appropriate officers, directors and legalcounsel, if necessary, and they will determine whether the existence of suchconflict of interest or position is or may be in conflict with thisPrinciple or otherwise detrimental to the best interest of XELR8 or any of itsoperations. If they determine that such conflict or detrimental effect may occur,such steps as are necessary to correct the situation will be immediately taken.

 

**3.****                                     ****OPPORTUNITIES: **When presented with opportunities related toXELR8’s business interests, we must first offer those opportunities to XELR8.We will not: (a) take for ourselves personally, or for members of ourhousehold or close relatives, opportunities that are discovered through the useof XELR8 property, information or position; or, (b) use XELR8 property,information, or position for personal gain.

 

**4.****                                     ****GIFTS, MEALS ANDENTERTAINMENT: ** Whenyou are providing a gift, meal, entertainment or other accommodation inconnection with XELR8 business, you must do so in a manner that is in goodtaste and without excessive expense. You may not furnish or offer tofurnish any gift that is of more than token value or that goes beyond thecommon courtesies associated with accepted business practices.

 

You also should follow theabove guidelines for receiving gifts. You should not accept any significantgift, payment, or anything of value from distributors, customers, vendors oranyone else doing business with XELR8, if the gift would likely be perceived asunduly influencing your business decisions. Accepting a company t-shirt orcoffee mug, for instance, is not likely to change your assessment of apotential business relationship.

 

Our suppliers and customerslikely have gift and entertainment policies of their own. You must be carefulnever to provide a gift or entertainment that violates the other company’s giftand entertainment policy.

 

What is acceptable in thecommercial business environment may be entirely unacceptable in dealingswith governments in the United States and other countries. There are strictlaws that

 

3

----

 

govern providing gifts, including meals,entertainment, transportation and lodging to government officials and employees.You are prohibited from providing gifts or anything of value to government officialsor employees or members of their families in connection with XELR8 businesswithout prior written approval from the CEO. For more information, see the section ofthis Code regarding “Laws Relating to Payments to GovernmentOfficials/Employees.”

 

**5.****                                     ****ACCURACY AND INTEGRITY OFBOOKS, RECORDS AND ACCOUNTS:** All XELR8 books, records and accounts must accurately reflect the nature of thetransactions recorded. Books and records include but are not limited toledgers, vouchers, bills, invoices, time sheets, expense reports, payroll andbenefits records and other essential company data.

 

All assets and liabilitiesof XELR8 must be properly recorded in the regular books of account.

 

No undisclosed or unrecordedfund or asset shall be established in any amount for any purpose.

 

No transaction orarrangement shall be structured to circumvent XELR8’s internal control system.

 

No false or artificialentries shall be made for any purpose.

 

No payment shall be made,nor purchase price agreed to, with the intention or understanding that any part ofsuch payment is to be used for any purpose other than that described in thedocument supporting the payment.

 

**6.****                                     ****PROTECTION OF CONFIDENTIALINFORMATION OF CUSTOMERS AND OTHERS: **We must not accept non-public information provided by a supplier orother party with the condition or understanding that it be kept confidentialunless such information is subject to a written confidential disclosureagreement or confidentiality provision drafted or approved by XELR8’s legaladvisors.

 

We must maintain theconfidentiality of information entrusted to XELR8 by a third party, except whendisclosure is legally mandated as determined by XELR8’s legal advisors.

 

We must not seek or acceptconfidential information of or about a competitor in an illegal or unethicalmanner.

 

If we have confidentialinformation about a former employer or any other entity with which we werepreviously affiliated, we are expected to abide by our obligation to keep suchinformation confidential. XELR8 will not require and does not want us to use ordisclose such information in our capacity as a director, officer or employee ofXELR8.

 

4

----

 

**7.****                                     ****FULL, FAIR, ACCURATE TIMELYAND UNDERSTANDABLE DISCLOSURES: **We will ensure that XELR8’s public disclosures comply with allapplicable securities laws, including all applicable financial reporting andaccounting regulations. Strict compliance with corporate accounting policiesand procedures is required, as is full cooperation with internal and externalauditors.

 

**8.****                                     ****COMPLIANCE WITH THELAW:  **We arerequired to familiarize ourselves with all the laws, rules and regulationsthat apply in the areas within the scope of our work responsibilities,including, as applicable, the following areas:

 

**A.****                                   ****Food and Drug Laws**

 

We must comply with allapplicable laws, rules, regulations, consent decrees and other orders of theUnited States Food and Drug Administration governing research, development,manufacture, distribution and promotion of foods, nutritional or relatedproducts and services.

 

**B.****                                   ****Antitrust and CompetitionLaws:**

 

When we are dealing withcompetitors, the following policies shall apply:

 

1.                                       We must not enter into any agreement orunderstanding that has the purpose or effect of improperly restrainingcompetition. Illegal agreements or understandings among competitors includeprice fixing, market allocation, and bid rigging.

 

2.                                       We must not exchange, discuss, or benchmarkwith any competitor information relating to XELR8 prices or pricing policies,distribution policies, supplier pricing or selection, customer selection orclassification, credit policies, advertising policies or any other similarcompetitive information.

 

3.                                       We must not participate in any formal orinformal trade association or other meetings with competitors at whichagreements or understandings of the type described in paragraph (1) arebeing made or at which competitive information of the type described inparagraph (2) is being exchanged or discussed.

 

**C.****                                   ****Insider Trading.**

 

If a person possessesmaterial non–public information concerning a company that issuespublicly–traded securities, it is generally illegal for the person to trade insecurities of that company or to “tip” others who might trade in suchsecurities.

 

Covered Persons and thirdparties who are in a confidential relationship with XELR8 (as well as suchindividuals’ household members and close relatives), shall not trade in orrecommend the purchase or sale of XELR8’s common stock (or any other equity or debtsecurities of XELR8) while they are in possession of material informationregarding the operations or prospects of XELR8 that has not been publiclydisclosed and disseminated.

 

5

----

 

Covered Persons shall alsosimilarly abstain from trading in, or recommending the purchase or sale of thesecurities of any other company that issues publicly–traded securities of whichthey have obtained material non–public information as a result of theiremployment by or affiliation with XELR8.

 

Covered Persons shall notdisclose any such material non–public information to third parties except whendone for valid business purposes (and covered by an appropriate confidentialdisclosure agreement). In such cases the Covered Persons must have no reason tobelieve the information will be misused or the disclosure might otherwiseviolate federal securities laws. United States’ securities laws prohibitselective disclosures of material non-public information to third parties whoare not bound by confidentiality agreements or certain confidentialrelationships to preserve the confidentiality of such information. CoveredPersons should consult with the CEO or CFO before making disclosures to thirdparties that might constitute selective disclosure or if they believe aselective disclosure may have already been made by inadvertence orotherwise.

 

“Material information” isinformation which, if publicly disclosed, could reasonably be expected toaffect the market value of a company’s securities or to influence a reasonableinvestor’s decisions with respect to those securities. Specific examples ofmaterial information include generally unanticipated changes in revenues,annual and quarterly earnings or dividend rates, significant write-offs orsignificant increases in reserves, public offerings of any XELR8 securities,significant acquisitions or dispositions, joint ventures, proposed tenderoffers or stock splits, and senior management changes. Information regardingmajor new product developments, suppliers, contract awards or terminations,expansion plans, or significant litigation or regulatory proceedings may alsofall in the category of material information.

 

To prevent violations ofthese laws and avoid even the appearance of impropriety, XELR8 may impose “blackoutperiods” during which certain Covered Persons should not engage in anytransactions involving XELR8’s securities. Affected Covered Persons will benotified of any such blackout period.

 

**D.**                                    **Laws Relating to Payments toGovernment Officials/Employees.**

 

We must not directly orindirectly pay, give, offer, or promise any form of bribe, gratuity, orkickback to any government official or employee. We must comply with the UnitedStates Foreign Corrupt Practices Act, and with similar laws elsewhere, thatapply to payments to government officials/employees of other countries.

 

Under the Foreign CorruptPractices Act, we may not directly or indirectly pay, give, offer, orpromise money or anything of value to any officer, employee or representativeof a government outside the United States or of a public internationalorganization, or to any political party, party official, or candidate forpolitical office outside the United States in order to (1) secure animproper advantage in obtaining, retaining, or directing business, (2) influenceany act or decision of the recipient in an official capacity, or (3) inducethe recipient to do or omit to do an act in violation of such person’s lawfulduty.

 

6

----

 

An example of animpermissible indirect activity would be a payment made through an intermediaryor agent where we know or should be aware that such payment would be passedalong for prohibited purposes.

 

**E.****                                     ****Laws Relating to EqualEmployment Opportunity and Workplace Harassment and Discrimination.**

 

XELR8’s policy is to provideemployment opportunities without regard to race, religion, color, nationalorigin, sex, age, ancestry, citizenship, veteran status, marital status, sexualorientation, or disability or any other reason prohibited by law. Decisions asto hiring, promotion and other aspects of the employment relationship should bebased solely upon job–related qualifications.

 

XELR8 also prohibits sexualharassment, as well as harassment based on any of the other characteristicslisted above, and will take appropriate action to eliminate prohibitedharassment and remedy the effects of such harassment. XELR8’s harassment policyis described in further detail in the Staff Handbook.

 

**F.****                                     ****Laws Relating to DataPrivacy**

 

XELR8 is committed to theprotection of an individuals’ privacy. We must comply with applicable privacylaws, rules and regulations wherever XELR8 does business, and in allaspects of its business. Those laws, rules and regulations are complex. Ifanyone has a question or concern about collecting, using, disclosing or storingan individual’s information, either within XELR8 or in a relationship with athird party, contact the CFO for advice before proceeding.

 

**G.****                                   ****Laws Relating to the Environment.**

 

XELR8 is committed toprotecting the environment by minimizing the negative environmental impact ofour operations and promoting sustainable use of natural resources. We mustcomply with all applicable environmental laws, rules and regulations whereverwe do business.

 

**H.****                                   ****Laws Relating to PoliticalContributions.**

 

Except as permitted byapplicable law, we will not provide or promise XELR8 funds or services forpolitical purposes to any political party or any candidate for, or incumbentin, any public office.

 

In many instances in theUnited States, gifts, contributions, or expenditures by or on behalf of XELR8in connection with any federal, state, or local election or political processare prohibited or regulated. We will not make any contributions on behalf ofXELR8 without the prior written approval of the CEO.

 

7

----

 

**I.****                                        ****Anti Money-Laundering Laws**

 

We will comply with allapplicable anti money-laundering laws, rules and regulations of the UnitedStates and other countries having comparable laws.

 

The anti money-launderinglaws prohibit us from engaging in a financial transaction if we know that thefunds involved in the transaction were derived from illegal activities. If youbelieve that the other party to a business transaction is engaged in anyillegal activity or is using proceeds derived from an illegal activity, youmust obtain approval from the CEO to entering into the transaction.

 

**9.****                                     ****PROTECTION OFRESOURCES: **We mustsafeguard XELR8’s assets against loss, damage, carelessness, waste, misuse andtheft.

 

XELR8’s assets, such asintellectual property, electronic media, work time, equipment, funds, productsand services, are intended for legitimate business use.

 

We must use XELR8’s assetsefficiently and for legitimate business purposes; never for illegal orunethical purposes.

 

**10.****                              ****PROTECTION OF CONFIDENTIALINFORMATION:**  Thedisclosure of confidential information regarding XELR8’s business, financial,or legal matters or operations, whether intentional or accidental, canadversely affect the financial stability and competitive position of XELR8 andthe job security of its employees.

 

Because of this risk of harmto XELR8 and its employees, we must not, during the term of our employment byor affiliation with XELR8 or thereafter, disclose to third parties anyconfidential information obtained during the course of employment oraffiliation except pursuant to an approved confidential disclosure agreement,unless such disclosure is legally mandated as determined by the XELR8 board ofdirectors.

 

**11.****                              ****EMPLOYEE HEALTH AND SAFETY:** XELR8 is committed to protecting thehealth and safety of its employees. We will act promptly to address anyunhealthy or unsafe condition. This includes taking steps to protect thephysical safety and security of XELR8 employees.

 

To meet this principal, eachemployee has responsibilities. We need to follow health and safetyrequirements. But beyond that, each of us must observe established safe workpractices to ensure our own safety and that of our co–workers. This includesreporting to work free from the influence of drugs or alcohol that could impairone’s ability to work safely and conscientiously.

 

If you are involved in, orknow of, an accident or dangerous situation, it is your duty to report it tomanagement promptly and, when appropriate, take corrective action.

 

**12.****                              ****ELECTRONIC MEDIA USAGE:** XELR8 provides access to and use ofelectronic mail, voicemail, the intranet, the Internet, and other electronicmedia for business

 

8

----

 

purposes. We do this to make it easier for XELR8employees to communicate with each other and with appropriate outside parties –including distributors, contractors, suppliers, and customers.

 

We must not use XELR8’selectronic media for any purposes that violate applicable laws, rules andregulations or XELR8 standards, policies or procedures. This includestransmission of threatening, obscene or harassing materials.

 

**13.****                              ****ACCOUNTABILITY FOR ADHERENCETO THIS CODE:** Each ofus is responsible for our decision–making and for adherence to the Principlesset forth in this Code. XELR8 will address violations or potential violationsof the Code in a variety of ways including, but not limited to, internalinvestigations and disciplinary action. Disciplinary action may, whenappropriate, include dismissal.

 

**IV.****                               ****WAIVERS AND AMENDMENTS**

 

Any waiver of this Code fora director or executive officer may be made only by the XELR8 board ofdirectors. Any waiver of this Code for a person covered by this Code who is nota director or executive officer may be made by the CEO. XELR8 will makepublic disclosure, as and to the extent required by applicable laws, rules andregulations, of waivers of, or amendments to, this Code.

 

9

----