**Exhibit 14.1**

 

**VITACUBE SYSTEMS HOLDINGS, INC.**

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**CODE OF CONDUCT AND ETHICS**

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**I. APPLICATION OF CODE**

 

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

 

This Code is neither a contract of employment nor a guarantee ofcontinuing VitaCube policies.  VitaCubereserves the right to amend, supplement or discontinue this Code, without priornotice, at any time.

 

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

 

**A.****                                   ****COREVALUES**

 

The world of business is complex and ever morefast-paced.  How to make good choices andtake the right action is sometimes unclear. VitaCube’s long-term success depends upon the choices we make every day,so we must all understand and meet the high expectations set herein as to theway we behave in our business at all times.

 

First, we must base our decisions and actions on our corevalues 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

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Simply put, we all must comply with this Code.  It supports us in making good decisions andtaking the right actions to help keep us from making the wrong choice and helpsus comply with the laws, rules and regulations that apply to our business.

 

CoveredPersons are expected to understand how the Code applies to his or her own job,business decisions and activities.  Ifyou do not understand, the Chief Financial Officer (the “CFO”) is available toanswer your questions.

 

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VitaCube recognizes that some choices about how to conductbusiness are complicated.  Any time oneencounters a difficult decision or does not understand how the Code applies ina particular case, they should ask for advice and guidance. If anyone coveredby this 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 tohave violated this Code will be subject to disciplinary action that may includetermination of employment.

 

****VitaCubewill not tolerate retaliation against anyone who makes a good**********faith report regarding a violation orpotential violation of this Code.******

 

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

 

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

 

We will treat people fairly. We must not take unfairadvantage of anyone through manipulation, concealment, abuse of privileged orotherwise undisclosed information, misrepresentation of material facts or anyother unfair-dealing practices.

 

**2.****                                     ****CONFLICT SITUATIONS: **Aconflict situation can arise when one of us takes action or has interests thatmay make it difficult to perform our VitaCube work objectively and effectively.

 

Wemust avoid any investment, interest, or association that interferes or mightinterfere with the independent exercise of our own individual best judgment andwith our obligation to perform our responsibilities in VitaCube’s bestinterest.

 

For example:

 

1.                                       We will deal with all suppliers, customers,and all other persons doing business with VitaCube in a completely fair andobjective manner 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 VitaCubewith 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.

 

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4.                                       We will not, directly or indirectly, have afinancial interest in any firm or company which is a competitor of VitaCube 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 VitaCube.

 

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 VitaCube, if such interest or position may influence any decisionthat 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. VitaCubewill 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 this Principleor otherwise detrimental to the best interest of VitaCube or any of itsoperations. If they determine that such conflict or detrimental effect mayoccur, such steps as are necessary to correct the situation will be immediatelytaken.

 

**3.****                                     ****OPPORTUNITIES: **When presented with opportunities related to VitaCube’sbusiness interests, we must first offer those opportunities to VitaCube. Wewill not: (a) take for ourselves personally, or for members of our household orclose relatives, opportunities that are discovered through the use of VitaCubeproperty, information or position; or, (b) use VitaCube property, information,or position for personal gain.

 

**4.****                                     ****GIFTS, MEALSAND ENTERTAINMENT: ** When you are providing a gift, meal,entertainment or other accommodation in connection with VitaCube business, youmust do so in a manner that is in good taste and without excessiveexpense.  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.

 

Youalso should follow the above guidelines for receiving gifts.  You should not accept any significant gift,payment, or anything of value from distributors, customers, vendors or anyoneelse doing business with VitaCube, if the gift would likely be perceived asunduly influencing your business decisions. Accepting a company t-shirt or coffee mug, for instance, is not likelyto change your assessment of a potential business relationship.

 

Oursuppliers and customers likely have gift and entertainment policies of theirown.  You must be careful never toprovide a gift or entertainment that violates the other company’s gift andentertainment policy.

 

Whatis acceptable in the commercial business environment may be entirelyunacceptable in dealings with governments in the United States and othercountries.  There are strict laws that

 

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govern providing gifts,including meals, entertainment, transportation and lodging to governmentofficials and employees.  You areprohibited from providing gifts or anything of value to government officials oremployees or members of their families in connection with VitaCube businesswithout prior written approval from the CEO. For more information, see the section of this Code regarding “LawsRelating to Payments to Government Officials/Employees.”

 

**5.****                                     ****ACCURACY ANDINTEGRITY OF BOOKS, RECORDS AND ACCOUNTS:**  All VitaCube books,records and accounts must accurately reflect the nature of the transactionsrecorded.  Books and records include butare not limited to ledgers, vouchers, bills, invoices, time sheets, expensereports, payroll and benefits records and other essential company data.

 

Allassets and liabilities of VitaCube must be properly recorded in the regularbooks of account.

 

Noundisclosed or unrecorded fund or asset shall be established in any amount forany purpose.

 

Notransaction or arrangement shall be structured to circumvent VitaCube’sinternal control system.

 

Nofalse or artificial entries shall be made for any purpose.

 

Nopayment shall be made, nor purchase price agreed to, with the intention orunderstanding that any part of such payment is to be used for any purpose otherthan that described in the document supporting the payment.

 

**6.****                                     ****PROTECTION OFCONFIDENTIAL INFORMATION OF CUSTOMERS AND OTHERS: **We must not accept non-public information provided by asupplier or other party with the condition or understanding that it be keptconfidential unless such information is subject to a written confidential disclosureagreement or confidentiality provision drafted or approved by VitaCube’s legaladvisors.

 

Wemust maintain the confidentiality of information entrusted to VitaCube by athird party, except when disclosure is legally mandated as determined by VitaCube’slegal advisors.

 

Wemust not seek or accept confidential information of or about a competitor in anillegal or unethical manner.

 

Ifwe have confidential information about a former employer or any other entitywith which we were previously affiliated, we are expected to abide by ourobligation to keep such information confidential.  VitaCube will not require and does not wantus to use or disclose such information in our capacity as a director, officeror employee of VitaCube.

 

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**7.****                                     ****FULL, FAIR, ACCURATE TIMELY AND UNDERSTANDABLEDISCLOSURES: **Wewill ensure that VitaCube’s public disclosures comply with all applicablesecurities laws, including all applicable financial reporting and accountingregulations. Strict compliance with corporate accounting policies andprocedures is required, as is full cooperation with internal and externalauditors.

 

**8.****                                     ****COMPLIANCE WITH THE LAW:  **We are required to familiarize ourselves with all the laws,rules and regulations that apply in the areas within the scope of our workresponsibilities, including, as applicable, the following areas:

 

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

 

We must comply with all applicable laws, rules, regulations,consent decrees and other orders of the United States Food and DrugAdministration governing research, development, manufacture, distribution andpromotion of foods, nutritional or related products and services.

 

**B.****                                   ****Antitrust and Competition Laws:**

 

When we are dealing with competitors, the following policiesshall 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 VitaCube prices or pricingpolicies, distribution policies, supplier pricing or selection, customerselection or classification, credit policies, advertising policies or any othersimilar competitive 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) are beingmade or at which competitive information of the type described in paragraph (2)is being exchanged or discussed.

 

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

 

If a person possesses material non–public informationconcerning a company that issues publicly–traded securities, it is generallyillegal for the person to trade in securities of that company or to “tip”others who might trade in such securities.

 

Covered Persons and third parties who are in a confidentialrelationship with VitaCube (as well as such individuals’ household members andclose relatives), shall not trade in or recommend the purchase or sale ofVitaCube’s common stock (or any other equity or debt securities of VitaCube)while they are in possession of material information regarding the operationsor prospects of VitaCube that has not been publicly disclosed and disseminated.

 

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Covered Persons shall also similarly abstain from trading in,or recommending the purchase or sale of the securities of any other companythat issues publicly–traded securities of which they have obtained materialnon–public information as a result of their employment by or affiliation withVitaCube.

 

Covered Persons shall not disclose any such materialnon–public information to third parties except when done for valid businesspurposes (and covered by an appropriate confidential disclosure agreement). Insuch cases the Covered Persons must have no reason to believe the informationwill be misused or the disclosure might otherwise violate federal securitieslaws. United States’ securities laws prohibit selective disclosures of materialnon-public information to third parties who are not bound by confidentialityagreements or certain confidential relationships to preserve theconfidentiality of such information. Covered Persons should consult with theCEO or CFO before making disclosures to third parties that might constituteselective disclosure or if they believe a selective disclosure may have alreadybeen made by inadvertence or otherwise.

 

“Material information” is information which, if publiclydisclosed, could reasonably be expected to affect the market value of a company’ssecurities or to influence a reasonable investor’s decisions with respect tothose securities. Specific examples of material information include generallyunanticipated changes in revenues, annual and quarterly earnings or dividendrates, significant write-offs or significant increases in reserves, publicofferings of any VitaCube securities, significant acquisitions or dispositions,joint ventures, proposed tender offers or stock splits, and senior managementchanges. Information regarding major new product developments, suppliers,contract awards or terminations, expansion plans, or significant litigation orregulatory proceedings may also fall in the category of material information.

 

To prevent violations of these laws and avoid even theappearance of impropriety, VitaCube may impose “blackout periods” during whichcertain Covered Persons should not engage in any transactions involvingVitaCube’s securities. Affected Covered Persons will be notified of any suchblackout period.

 

**D.**                                    **LawsRelating to Payments to Government Officials/Employees.**

 

We must not directly or indirectly pay, give, offer, orpromise any form of bribe, gratuity, or kickback to any government official oremployee.  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 Corrupt Practices Act, we may not directlyor indirectly pay, give, offer, or promise money or anything of value to anyofficer, employee or representative of a government outside the United Statesor of a public international organization, or to any political party, partyofficial, or candidate for political office outside the United States in orderto (1) secure an improper advantage in obtaining, retaining, or directingbusiness, (2) influence any act or decision of the recipient in an officialcapacity, or (3) induce the recipient to do or omit to do an act in violationof such person’s lawful duty.

 

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An example of an impermissible indirect activity would be apayment made through an intermediary or agent where we know or should be awarethat such payment would be passed along for prohibited purposes.

 

**E.****                                  ****Laws Relating to Equal Employment Opportunity and WorkplaceHarassment and Discrimination.**

 

VitaCube’s policy is to provide employment opportunitieswithout regard to race, religion, color, national origin, sex, age, ancestry,citizenship, veteran status, marital status, sexual orientation, or disabilityor any other reason prohibited by law. Decisions as to hiring, promotion andother aspects of the employment relationship should be based solely uponjob–related qualifications.

 

VitaCube also prohibits sexual harassment, as well asharassment based on any of the other characteristics listed above, and willtake appropriate action to eliminate prohibited harassment and remedy theeffects of such harassment.  VitaCube’sharassment policy is described in further detail in the Staff Handbook.

 

**F.****                                     ****Laws Relating to Data Privacy**

 

VitaCube is committed to the protection of an individuals’privacy. We must comply with applicable privacy laws, rules and regulationswherever VitaCube does business, and in all aspects of its business. Thoselaws, rules and regulations are complex. If anyone has a question or concernabout collecting, using, disclosing or storing an individual’s information,either within VitaCube or in a relationship with a third party, contact the CFOfor advice before proceeding.

 

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

 

VitaCube is committed to protecting the environment byminimizing the negative environmental impact of our operations and promotingsustainable use of natural resources. We must comply with all applicableenvironmental laws, rules and regulations wherever we do business.

 

**H.****                                   ****Laws Relating to Political Contributions.**

 

Except as permitted by applicable law, we will not provide orpromise VitaCube funds or services for political purposes to any politicalparty or any candidate for, or incumbent in, any public office.

 

In many instances in the United States, gifts, contributions,or expenditures by or on behalf of VitaCube in connection with any federal,state, or local election or political process are prohibited or regulated. Wewill not make any contributions on behalf of VitaCube without the prior writtenapproval of the CEO.

 

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

 

We will comply with all applicable anti money-launderinglaws, rules and regulations of the United States and other countries havingcomparable laws.

 

The anti money-laundering laws prohibit us from engaging in afinancial transaction if we know that the funds involved in the transactionwere derived from illegal activities. If you believe that the other party to abusiness transaction is engaged in any illegal activity or is using proceeds derivedfrom an illegal activity, you must obtain approval from the CEO to enteringinto the transaction.

 

**9.**                                      PROTECTION OFRESOURCES:  Wemust safeguard VitaCube’s assets against loss, damage, carelessness, waste,misuse and theft.

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VitaCube’s assets, such as intellectual property, electronicmedia, work time, equipment, funds, products and services, are intended forlegitimate business use.

 

We must use VitaCube’s assets efficiently and for legitimatebusiness purposes; never for illegal or unethical purposes.

 

**10.****                              ****PROTECTION OFCONFIDENTIAL INFORMATION:**  The disclosure ofconfidential information regarding VitaCube’s business, financial, or legalmatters or operations, whether intentional or accidental, can adversely affectthe financial stability and competitive position of VitaCube and the jobsecurity of its employees.

 

Becauseof this risk of harm to VitaCube and its employees, we must not, during theterm of our employment by or affiliation with VitaCube or thereafter, discloseto third parties any confidential information obtained during the course ofemployment or affiliation except pursuant to an approved confidentialdisclosure agreement, unless such disclosure is legally mandated as determinedby the VitaCube board of directors.

 

**11.****                              ****EMPLOYEEHEALTH AND SAFETY:** VitaCube is committed to protecting the healthand safety of its employees. We will act promptly to address any unhealthy orunsafe condition. This includes taking steps to protect the physical safety andsecurity of VitaCube employees.

 

Tomeet this principal, each employee has responsibilities. We need to followhealth and safety requirements. But beyond that, each of us must observeestablished safe work practices to ensure our own safety and that of ourco–workers. This includes reporting to work free from the influence of drugs oralcohol that could impair one’s ability to work safely and conscientiously.

 

Ifyou are involved in, or know of, an accident or dangerous situation, it is yourduty to report it to management promptly and, when appropriate, take correctiveaction.

 

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

 

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purposes. We do this to make iteasier for VitaCube employees to communicate with each other and withappropriate outside parties – including distributors, contractors, suppliers,and customers.

 

Wemust not use VitaCube’s electronic media for any purposes that violateapplicable laws, rules and regulations or VitaCube standards, policies orprocedures. This includes transmission of threatening, obscene or harassingmaterials.

 

**13.****                              ****ACCOUNTABILITY FOR ADHERENCE TO THIS CODE:** Each of us is responsible for our decision–makingand for adherence to the Principles set forth in this Code.  VitaCube will address violations or potentialviolations of the Code in a variety of ways including, but not limited to,internal investigations and disciplinary action.  Disciplinary action may, when appropriate,include dismissal.

 

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

 

Any waiver of this Code for a director or executive officermay be made only by the VitaCube board of directors. Any waiver of this Codefor a person covered by this Code who is not a director or executive officermay be made by the CEO.  VitaCube willmake public disclosure, as and to the extent required by applicable laws, rulesand regulations, of waivers of, or amendments to, this Code.

 

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