**Exhibit 14.1**

 

**Code of Business Conduct and Ethics**

 
| **1.** | **Purpose**                               | 1                                                 |
|--------|-------------------------------------------|---------------------------------------------------|
| **2.** | **Business Principles**                   | 2                                                 |
|   | 2.1                                       | Investors’ and  Tenants’ Interests      | 2 |
|   | 2.2                                       | Our Assets                                        | 2 |
|   | 2.3                                       | Teamwork                                          | 2 |
|   | 2.4                                       | Dedication                                        | 2 |
|   | 2.5                                       | Confidential  Information                         | 2 |
|   | 2.6                                       | Fairness in  Competition                          | 2 |
|   | 2.7                                       | Integrity and  Honesty                            | 2 |
| **3.** | **Policy and  Procedures**                | 3                                                 |
|   | 3.1                                       | Compliance and  Reporting                         | 3 |
|   | 3.2                                       | Conflicts of  Interest                            | 3 |
|   | 3.3                                       | Public Disclosure                                 | 4 |
|   | 3.4                                       | Compliance with  Laws, Rules and Regulations | 4 |
|   | 3.5                                       | Dealings with  Independent Auditors               | 4 |
|   | 3.6                                       | Accuracy of Books  and Records and Public Reports | 4 |
|   | 3.7                                       | Corporate  Opportunities                          | 5 |
|   | 3.8                                       | Confidentiality                                   | 5 |
|   | 3.9                                       | Fair Dealing                                      | 5 |
|   | 3.10                                      | Equal Employment  Opportunity and Harassment      | 6 |
|   | 3.11                                      | Protection and  Proper Use of Company Assets      | 6 |
|   | 3.12                                      | Whistleblower  Protection Policy                  | 6 |
| **4.** | **Waivers of this  Code**                 | 6                                                 |
| **5.** | **Executive Approval**                    | 7                                                 |
| **6.** | **Annual Ethics  Compliance Certificate** | 8                                                 |

 

# **1. Purpose**

#  

This Code of Business Conduct and Ethics (“Code”)embodies the commitment of Cornerstone (inclusive of Cornerstone Ventures, Inc.,Pacific Cornerstone Capital, Inc. and all affiliated entities) to conductour business in accordance with all applicable laws, rules and regulationsand the highest ethical standards. We insist that all of our employees maintainthe highest level of integrity in their dealings with and on behalf of thecompany including dealings with stakeholders and with others from whom thecompany obtains financing.

 

This Code of Business Conduct and Ethics isintended to document the principles of conduct and ethics to be followed by thecompany’s directors, officers and employees, including its principal financialofficer and its principal accounting officer. Its purpose is to:

 

Promote honest and ethical conduct, includingthe ethical handling of actual or apparent conflicts of interest betweenpersonal and professional relationships, Promote compliance with applicablegovernmental rules and regulations,

 

Provide guidance to directors, officers andemployees to help them recognize and deal with ethical issues,

 

Provide mechanisms to report unethical conduct,and

 

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Help foster a culture of honesty andaccountability.

 

The company will expect all its directors,officers and employees to comply at all times with the principles in this Code.A violation of this Code by an employee is grounds for disciplinary action upto and including discharge and possible legal prosecution. We also expect theconsultants we retain to generally abide by this Code. (For purposes of Section 406of the Sarbanes-Oxley Act of 2002 and the rules promulgated there under, Section 3of this Code shall be our code of ethics for Senior Financial Officers (asdefined below).)

 

# **2. Business Principles**

#  

## *2.1Investors’ and Tenants’ Interests*

 

Our investors’ and tenants’ interests alwayscome first. Our experience shows that if we serve our clients and tenants well,our own success will follow.

 

## *2.2Our Assets*

## * *

Our assets are our people, capital andreputation. If any of these is ever diminished, the last is the most difficultto restore. We are dedicated to complying fully with the letter and spirit ofthe laws, rules and ethical principles that govern us. Our continuedsuccess depends upon unswerving adherence to this standard.

 

## *2.3Teamwork*

## * *

We stress teamwork in everything we do. Whileindividual creativity is always encouraged, we have found that team effortoften produces the best results. We have no room for those who put theirpersonal interests ahead of the interests of the company and its clients andtenants.

 

## *2.4Dedication*

## * *

The dedication of our people to the company andthe intense effort they give their jobs are greater than one finds in mostother organizations. We think that this will be an important part of oursuccess.

 

## *2.5Confidential Information*

## * *

We regularly receive confidential information aspart of our normal client relationships. To breach a confidence or to useconfidential information improperly or carelessly is completely unacceptable.

 

## *2.6Fairness in Competition*

## * *

Our business is highly competitive, and weaggressively seek to expand our client relationships. However, we must alwaysbe fair competitors and must never denigrate other companies.

 

## *2.7Integrity and Honesty*

## * *

Integrity and honesty are at the heart of ourbusiness. We expect our people to maintain high ethical standards in everythingthey do, both in their work for the company and in their personal lives.

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# **3. Policy and Procedures**

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## *3.1Compliance and Reporting*

## * *

Directors, officers and employees should striveto identify and raise potential issues before they lead to problems, and shouldask about the application of this Code whenever in doubt. Any director, officeror employee who becomes aware of any existing or potential violation of thisCode should promptly notify, in the case of officers and employees, the ChiefExecutive Officer or the Chief Financial Officer (the “Senior FinancialOfficers”), and in the case of directors, the Chairman of the Audit Committee(we refer to such contacts as “Appropriate Ethics Contacts”). The company willtake such disciplinary or preventive action as it deems appropriate to addressany existing or potential violation of this Code brought to its attention.

 

The identity of the employee who reports apossible violation of this Code will be kept confidential, except to the extentthe employee who reports the possible violation consents to be identified orthe identification of that employee is required by law. The company will notallow retaliation for reports of possible violations made in good-faith.Possible violations may be reported orally or in writing and may bereported anonymously in accordance with the Company’s Whistleblower Policy.

 

Any questions relating to how these policiesshould be interpreted or applied should be addressed to an Appropriate EthicsContact.

 

## *3.2Conflicts of Interest*

## * *

Directors, officers and employees must doeverything they reasonably can to avoid conflicts of interest or the appearanceof conflicts of interest. Due to the nature of the Company’s structure, severalof the Company’s affiliated entities have unavoidable conflicts of interest. TheCompany is fully aware of these “related-party” conflicts of interest and takesthese conflicts into consideration to ensure each decision is made in the bestinterest of the Company’s stakeholders.

 

A “conflict of interest” occurs when anindividual’s private interest is different from the interests of the company asa whole. Conflict situations include:

 

When a director, officer or employee, or amember of his or her family, will benefit personally from something thedirector, officer or employee does or fails to do that is not in the bestinterests of the company,

 

When an employee, officer or director takesactions or has interests that may make it difficult to perform his orher company work objectively and effectively, and

 

When an employee, officer or director, or amember of his or her family, receives personal benefits from somebody otherthan the company as a result of his or her position in the company. Loans to,or guarantees of obligations of, such persons are of special concern.

 

If a conflict of interest becomes unavoidable, adirector, officer of employee must promptly report the conflict of interest tothe Appropriate Ethics Contact. In each instance the director, officer oremployee will work with the person or persons to whom a conflict of interest isreported to devise an arrangement by which (1) that person or thosepersons (or their designee) will monitor the situation which creates, or givesthe appearance of creating, a conflict of interest, (2) the director,officer or employee who has a conflict will, to the fullest extent possible, bekept out of any decisions that might be affected by the conflict of interest, (3) arrangementswill be made to ensure that the director, officer or employee will not profitpersonally from the

 

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situation that causes the conflict of interest,and (4) every reasonable effort will be made to eliminate the conflict ofinterest as promptly as possible.

 

## *3.3Public Disclosure*

## * *

It is the company’s policy that the informationin its public communications, including SEC filings, be full, fair, accurate,timely and understandable. All employees and directors, who are involved in thecompany’s disclosure process, including the Senior Financial Officers, areresponsible for acting in furtherance of this policy. In particular, theseindividuals are required to maintain familiarity with the disclosurerequirements applicable to the company and are prohibited from knowinglymisrepresenting, omitting, or causing others to misrepresent or omit, materialfacts about the company to others, whether within or outside the company,including the company’s independent auditors. In addition, any employee ordirector who has a supervisory role in the company’s disclosure process has anobligation to discharge his or her responsibilities diligently.

 

## * *3.4 Compliance with Laws, Rules andRegulations

## * *

It is the company’s policy to comply with allapplicable laws, rules and regulations. It is the personal responsibilityof each employee and director to adhere to the standards and restrictionsimposed by those laws, rules and regulations.

 

Generally, it is both illegal and againstcompany policy for any employee or director who is aware of material nonpublicinformation relating to any of the company’s tenants to buy or sell anysecurities of those issuers. Any employee or director who is uncertain aboutthe legal rules involving his or her purchase or sale of any securities inissuers that he or she is familiar with by virtue of his or her work for thecompany should consult with an Appropriate Ethics Contact before making anysuch purchase or sale.

 

## *3.5Dealings with Independent Auditors*

## * *

No employee, officer or director shall, directlyor indirectly, make or cause to be made a materially false or misleadingstatement to an accountant in connection with (or omit to state, or causeanother person to omit to state, any material fact necessary in order to makestate statements made, in light of the circumstances under which suchstatements were made, not misleading to, an accountant in connection with) anyaudit, review or examination of the Company’s financial statements or thepreparation or filing of any document or report with the SEC. No employee,officer or director shall, directly or indirectly, take any action to coerce,manipulate, mislead or fraudulently influence any independent public orcertified public accountant engaged in the performance of an audit or review ofthe Company’s financial statements.

 

## *3.6Accuracy of Books and Records and Public Reports*

## * *

Employees, officers and directors must honestlyand accurately report all business transactions and are responsible for theaccuracy of the Company’s records and reports. Accurate information isessential to the Company’s ability to meet legal and regulatory obligations.

 

All Company books, records and accounts shall bemaintained in accordance with all applicable regulations and standards andaccurately reflect the true nature of the transactions they record. Thefinancial statements of the Company shall conform with generally acceptedaccounting policies (“GAAP”) and the Company’s own internal accountingpolicies. No undisclosed or unrecorded account or fund shall be established forany purpose. No false or misleading entries shall be made in the Company’sbooks or records for any reason, and no disbursement of

 

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corporate funds or other corporate property shallbe made without adequate supporting documentation.

 

It is the policy of the Company to provide full,fair, accurate, timely and understandable disclosure in reports and documentsfiled with, or submitted to, the Securities and Exchange Commission and inother public communications

 

## *3.7Corporate Opportunities*

## * *

No director, officer or employee will:

 

take for himself or herself personally anyopportunity of which he or she becomes aware, or to which he or she obtainsaccess, through the use of corporate property, information or position;

 

make it possible for somebody other than thecompany to take advantage of an opportunity in any of the company’s areas ofbusiness of which the director, officer or employee becomes aware in the courseof his or her activities on behalf of the company, unless the company hasexpressly decided not to attempt to take advantage of the opportunity;

 

otherwise use corporate property, information,or position for personal gain; or

 

compete with the company generally or with regardto specific transactions or opportunities.

 

Directors, officers and employees owe a duty tothe company to advance its legitimate interests when the opportunity to do soarises.

 

Sometimes the line between personal and companybenefits is difficult to draw, and sometimes both personal and company benefitsmay be derived from certain activities. The only prudent course of conductfor our employees and directors is to make sure that any use of companyproperty or services that is not solely for the benefit of the company isapproved beforehand through the Appropriate Ethics Contact.

 

## *3.8Confidentiality*

## * *

In carrying out the company’s business,employees and directors often learn confidential or proprietary informationabout the company, its clients/customers, prospective clients/customers orother third parties. Employees and directors must maintain the confidentialityof all information so entrusted to them, except when disclosure is authorizedor legally mandated. Confidential or proprietary information includes, amongother things, all information that may be of use to the company’scompetitors, or that could be harmful to the company or its clients/customersif disclosed, any non-public information concerning the company, including itsbusinesses, financial performance, results or prospects, and any non-publicinformation provided by a third party with the expectation that the informationwill be kept confidential and used solely for the business purpose for which itwas conveyed.

 

## *3.9Fair Dealing*

## * *

Each employee will always deal fairly with thecompany’s investors, tenants, suppliers, competitors and employees. While weexpect our employees to try hard to advance the interests of the company, weexpect them to do so in a manner that is consistent with the highest standardsof integrity and ethical dealing. No employee is to take unfair advantage ofanyone through manipulation, concealment, abuse of privileged information,misrepresentation of facts, or any other unfair-dealing practice.

 

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## *3.10Equal Employment Opportunity and Harassment*

## * *

Our focus in personnel decisions is on merit andcontribution to the company’s success. Concern for the personal dignity andindividual worth of every person is an indispensable element in the standard ofconduct that we have set for ourselves. The company affords equal employmentopportunity to all qualified persons without regard to any impermissiblecriterion or circumstance. This means equal opportunity in regard to each individual’sterms and conditions of employment and in regard to any other matter thataffects in any way the working environment of the employee. We do not tolerateor condone any type of discrimination prohibited by law, including harassment.

 

## *3.11Protection and Proper Use of Company Assets*

## * *

All employees should protect the company’sassets and ensure their efficient use. All company assets should be used forlegitimate business purposes only.

 

## *3.12Whistleblower Protection Policy*

## * *

Immediately upon becoming aware of a violationof any law, rule or regulation by the Company, whether by its officers,employees, directors, or any third party doing business on behalf of theCompany, it is each employee’s responsibility to promptly report the matter tothe appropriate supervisor, any member of Cornerstone’s executive team (AlPizzurro, Bob Peterson, Brett Schrock, Dominic Petrucci, Rick Alvarez, SharonKaiser, or Terry Roussel) or in accordance with the Company’s WhistleblowerProtection Policy. The Company’s Whistleblower Protection Policy isspecifically designed to encourage and assist employees in reporting complaintsof improper or illegal activities relating to financial impropriety. Thisincludes concerns regarding questionable accounting or auditing matters orcomplaints regarding accounting, internal accounting controls or auditingmatters. The Policy also addresses disclosure of improper or illegalactivities, as well as other matters. The Policy can be found in the sharedfolders on the Company’s network and is included as an addendum to the Company’sEmployee Handbook. While it is the Company’s desire to address mattersinternally, nothing in this Code should discourage any employee from reportingany illegal activity, including any violation of the securities laws or anyother federal, state or foreign law, rule or regulation, to theappropriate regulatory authority.

 

Employees, officers and directors shall notdischarge, demote, suspend, threaten, harass or in any other mannerdiscriminate or retaliate against an employee because he or she reports anysuch violation, unless it is determined that the report was made with knowledgethat it was false. This Code should not be construed to prohibit any employeefrom testifying, participating or otherwise assisting in any state or federaladministrative, judicial or legislative proceeding or investigation.

 

# **4. Waivers of this Code**

#  

From time to time, the company may waivecertain provisions of this Code. Any employee or director who believes that awaiver may be called for should discuss the matter with an AppropriateEthics Contact. Waivers for executive officers (including Senior FinancialOfficers) or directors of the company may be made only by the Board ofDirectors or a committee of the Board.

 

Any waiver of provisions of this Code will bereported in filings with the SEC and otherwise reported to the company’sstockholders to the full extent required by the rules of the SEC.

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# **5. Executive Approval**

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The above Code of BusinessConduct and Ethics in its entirety, has been approved as stated by:

 

 
|                             |   |   |
|----------------------------------|--------|--------|
| Terry Roussel, President and CEO |   | Date   |   |

 

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# **6. Annual Ethics Compliance Certificate**

#  

This Certificate is to acknowledge that I haveread Cornerstone’s Code of Business Conduct and Ethics and I understand itsmeaning. If a change in circumstances occurs which should be reported inaccordance with the Code, I will promptly report this change in circumstancesto the Appropriate Ethics Contact identified in the Code and file a revisedCertificate with Cornerstone. I further certify that, to the best of myknowledge, neither I nor any of my family members or affiliates have engaged inany activity or has any interest which violates the Code, nor am I aware of aviolation of the Code by any director, officer or employee except as follows(if none, write “None” below):

 

 

 
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| Date   |   | Signature    |
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|   |   | Printed Name |
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