**Exhibit
      14.1**





**GCA
      II ACQUISITION CORP.**




**CODE
      OF BUSINESS CONDUCT AND ETHICS**





**Introduction**




This
      Code
      of Business Conduct and Ethics 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 all directors, officers and employees (collectively
“affiliates”) of GCA II Acquisition Corp, Inc. (the “Company”). All of our
      affiliates must conduct themselves accordingly and seek to avoid even the
      appearance of improper behavior. The Code should also be provided to and
      followed by the Company’s agents and representatives, including consultants.




If
      a law
      conflicts with a policy in this Code, you must comply with the law. If you
      have
      any questions about these conflicts, you should ask your supervisor how to
      handle the situation.




You
      must
      sign the attached acknowledgement of receipt of this Code and confirm that
      you
      have carefully read and understand this Code.




Those
      who
      violate the standards in this Code will be subject to disciplinary action,
      up to
      and including termination of employment. *If
      you are in a situation which you believe may violate or lead to a violation
      of
      this Code, follow the guidelines described in Section 14 of this
      Code.*




In
      the
      event this Code is modified, you will be provided with a copy of the modified
      Code and will be deemed to have accepted and will abide by the modified Code.




**1.**  **Compliance
      with Laws, Rules and Regulations**




Obeying
      the law, both in letter and in spirit, is the foundation on which this Company’s
      ethical standards are built. You must respect and obey the laws of the cities,
      counties and countries in which we operate. Although you are not expected to
      know the details of these laws, it is important to know enough to determine
      when
      to seek advice from supervisors, managers or other appropriate personnel.




If
      requested, we will hold information and training sessions to promote compliance
      with laws, rules and regulations, including insider-trading laws.





**2.
      Conflicts of Interest**




A
      “conflict of interest” exists when a person’s private interest interferes in any
      way with the interests of the Company. A conflict situation can arise when
      you
      take actions or have interests that may make it difficult to perform your work
      objectively and effectively. Such situations may include any financial, romantic
      or nepotistic relationship with another employee, supplier, competitor or anyone
      who represents, does work for, or on behalf of, the Company, or any relationship
      that, by its nature, may appear to interfere with your ability to
      dispassionately and objectively act in the best interests of the Company, its
      employees, customers or shareholders. Conflicts of interest may also arise
      when
      you, or members of your family, receive improper personal benefits as a result
      of your position in the Company. Loans to, or guarantees of obligations of,
      employees and directors and their family members may create conflicts of
      interest and shall not be permitted without the express prior approval of the
      Company’s board of directors (the “Board”).




It
      is
      almost always a conflict of interest for a Company employee to work
      simultaneously for a competitor, customer or supplier. You are not allowed
      to
      work for a competitor as a consultant or board member. The best policy is to
      avoid any direct or indirect business connection with our customers, suppliers
      or competitors, except on our behalf. Conflicts of interest are prohibited
      as a
      matter of Company policy, except when specifically approved by the Board.
      Conflicts of interest may not always be clear-cut, so if you have a question,
      you should consult with the appropriate Company representative.





The
      following are some general principles that should be kept in mind:




•
            Avoid
                situations where your personal interests conflict, or appear to conflict
                with, those of the Company.




•
            You
                may beneficially own up to 1% of the stock in a competitor, customer
                or
                supplier without seeking prior approval from the Board so long as
                the
                stock is in a public company and the employee does not have any
                discretionary authority in dealing with that company. If an employee
                wants
                to purchase more than 1% of the stock in a competitor, customer or
                supplier, or the company is non-public or the employee has discretionary
                authority in dealing with that company, then the stock may be purchased
                only with prior approval of the Board.




•
            You
                have a financial interest in a transaction between the Company and
                a third
                party - even an indirect interest through, for example, a family
                member -
                that interest must be approved by the Board. However, if you have
                a
                financial interest in a supplier or customer only because someone
                in your
                family works there, you do not need to seek prior approval unless
                you deal
                with the supplier or customer or your family member deals with the
                Company.




•
            For
                any transactions that would require reporting under SEC rules, directors
                of the Company must obtain written confirmation from the Board that
                the
                proposed transaction is fair to the Company.




•
            Loans
                from the Company to directors or executive officers of the Company
                are
                prohibited. Loans from the Company to other officers and employees
                must be
                approved in advance by the Board.




Please
      keep in mind, that this Code does not specifically address every potential
      conflict, so use your conscience and common sense. When questions arise, seek
      guidance from your immediate supervisor.




If
      you
      become aware of a conflict or potential conflict should consider the procedures
      described in Section 14 of this Code and bring the matter to the attention
      of
      the appropriate Company representative.




**3.
      Insider Trading**




It
      is the
      Company’s goal and policy to protect shareholder investments through strict
      enforcement of the prohibition against insider trading set forth in the United
      States securities laws and regulations. If you are aware of material non-public
      information about the Company, you are not permitted to use or share that
      information for stock trading purposes or for any other purpose except the
      conduct of our business. All material non-public information about the Company
      should be considered confidential information. It is unethical and illegal
      for
      you to use confidential information for personal financial benefit or to “tip”
others who might make an investment decision on the basis of this information.
      Conduct of this nature will be dealt with firmly by the Company and may be
      subject to criminal prosecution.




Material
      information has been defined differently by different courts, but one of the
      most commonly referenced definitions is from a U.S. Supreme Court case which
      suggested that information is material if “there is a substantial likelihood
      that a reasonable shareholder would consider it important” in making an
      investment decision. Importantly, this definition does not require an investor
      to show actual reliance on the information in connection with a trade, but
      only
      to consider it important. This standard has been articulated elsewhere as a
      requirement that for information to be material, there must be a substantial
      likelihood that a fact “would have been viewed by a reasonable investor as
      having significantly altered the ‘total mix’ of information made available.” Of
      course, information will also be considered material if its disclosure would
      be
      expected to alter significantly the market price of the Company’s stock.
      Obviously, it is very difficult to determine materiality, and the facts in
      each
      case must be carefully weighed. Furthermore, it should be remembered that
      plaintiffs who challenge and judges who rule on particular transactions or
      activities have the benefit of hindsight. Accordingly, if you have any
      questions, in the first instance, please consult your immediate supervisor.





Examples
      of information that may be considered confidential information in some
      circumstances are:




•
            Undisclosed
                annual, quarterly or monthly financial results, a change in earnings
                or
                earnings projections, or unexpected or unusual gains or losses in
                major
                operations;




•
            Undisclosed
                negotiations and agreements regarding mergers, concessions, joint
                ventures, acquisitions, divestitures, business combinations or tender
                offers;




•
            An
                undisclosed increase or decrease in dividends on the Company’s ordinary
                shares;




•
            Undisclosed
                major management changes;




•
            A
                substantial contract award or termination that has not been publicly
                disclosed;




•
            A
                major lawsuit or claim that has not been publicly disclosed;




•
            The
                gain or loss of a significant customer or supplier that has not been
                publicly disclosed;




•
            An
                undisclosed filing of a bankruptcy petition by the Company or a
                significant subsidiary;




•
            Information
                that is considered confidential; and




•
            Any
                other undisclosed information that could affect our stock price.




**4.
      Corporate Opportunities**




You
      are
      prohibited from taking for yourself opportunities that are discovered through
      the use of corporate property, information or your position with the Company
      without the consent of the Board. No employee may use corporate property,
      information, or position for improper personal gain, and no employee may compete
      with the Company directly or indirectly. Employees, officers and directors
      owe a
      duty to the Company to advance its legitimate interests when the opportunity
      to
      do so arises.





**5.
      Competition and Fair Dealing**




We
      seek
      to outperform our competition fairly and honestly. 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 employee should endeavor to respect the
      rights of and deal fairly with the Company’s customers, suppliers, competitors
      and employees. No employee should take unfair advantage of anyone through
      manipulation, concealment, abuse of privileged information, misrepresentation
      of
      material facts, or any other intentional unfair-dealing practice




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 any Company employee, family member of an employee or agent 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. Please discuss with your
      supervisor any gifts or proposed gifts which you are not certain are
      appropriate.




**6.
      Discrimination and Harassment**




The
      diversity of the Company’s employees is a tremendous asset. We are firmly
      committed to providing equal opportunity in all aspects of employment and will
      not tolerate any illegal discrimination or harassment of any kind. Examples
      include derogatory comments based on racial or ethnic characteristics and
      unwelcome sexual advances. Any instances of such behavior, whether the employee
      is a participant or observer, should be immediately reported to the employee’s
      immediate supervisor.





**7.
      Health and Safety**




The
      Company strives to provide each employee with a safe and healthy work
      environment based on current publicly known information. Each 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. Employees should report to work
      in
      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.





**8.
      Accounting Policies/Record-Keeping**




The
      Company will make and keep books, records and accounts, which in reasonable
      detail accurately and fairly present the transactions and disposition of the
      assets of the Company. 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, assets or liabilities shall not be maintained, excluding
      unconsolidated entities as required by the U.S. Generally Accepted Accounting
      Principles.




You
      are
      prohibited from directly or indirectly falsifying or causing to be false or
      misleading any financial or accounting book, record or account. You are
      expressly prohibited from directly or indirectly manipulating an audit, and
      from
      destroying or tampering with any record, document or tangible object with the
      intent to obstruct a pending or contemplated audit, review or federal
      investigation. The commission of, or participation in, one of these prohibited
      activities or other illegal conduct will subject you to criminal penalties,
      as
      well as punishment of up to and including termination of employment.




You
      are
      prohibited from:




•
            making
                or causing to be made a materially false or misleading statement,
                or




•
            deliberately
                omitting to state, or causing another person to omit to state, any
                material fact necessary to make statements made not misleading




in
      connection with the audit of financial statements by our independent
      accountants, the preparation of any required reports whether by independent
      or
      internal accountants, or any other work which involves or relates to the filing
      of a document with the U.S. Securities and Exchange Commission.




Business
      records and communications often become public, and we 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.




Records
      should always be retained or destroyed according to the Company’s record
      retention practices. In accordance with those policies, in the event of
      litigation or governmental investigation please consult the appropriate Company
      representative




**9.
      Confidentiality**




Employees
      must maintain the confidentiality of confidential information entrusted to
      them
      by the Company or its customers, except when disclosure is authorized by the
      appropriate Company representative or required by laws or regulations.
      Confidential information includes all non-public information that might be
      of
      use to competitors, or harmful to the Company or its customers, if disclosed.
      It
      also includes information that suppliers and customers have entrusted to us.
      The
      obligation to preserve confidential information continues even after employment
      ends. In connection with this obligation, every employee may be asked to execute
      a confidentiality agreement with the Company.





**10.
      Protection and Proper Use of Company Assets**




All
      employees should endeavor to protect the Company’s assets and ensure their
      efficient use. Theft, fraud, and waste have a direct impact on the Company’s
      profitability. Any suspected incident of theft, fraud or waste should be
      immediately reported for investigation. Company equipment should not be used
      for
      non-Company business, though incidental personal use may be permitted.




The
      obligation of employees 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 is a violation
      of
      Company policy and could be illegal and result in civil or even criminal
      penalties.




**11.
      Payments to Government Personnel**




As
      we are
      a publicly-held company under the laws of the United States, we are subject
      the
      provisions of the U.S. Foreign Corrupt Practices Act. **** 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.







**12.
      Waivers of the Code of Business Conduct and Ethics**




Any
      waiver of this Code may only be made by the Board and will be promptly disclosed
      as required by law or stock exchange regulation.




**13.
      Reporting any Illegal or Unethical Behavior**




You
      are
      encouraged to communicate, anonymously, if desired, with supervisors, managers
      or other appropriate personnel about observed illegal or unethical behavior
      and
      when in doubt about the best course of action in a particular situation. It
      is
      the policy of the Company not to allow retaliation for reports of misconduct
      by
      others made in good faith by employees. The most important point is that
      possible violations should be reported and we support all means of reporting
      them. You are expected to cooperate in internal investigations of misconduct.




Directors
      and officers should report any potential violations of this Code to the Board.




**14.
      Compliance Procedures**




We
      must
      all work to ensure prompt and consistent action against violations of this
      Code.
      However, in some situations it is difficult to know if a violation has occurred.
      Since we cannot anticipate every situation that will arise, it is important
      that
      we have a way to approach a new question or problem. These are the steps to
      keep
      in mind:




•
            Make
                sure you have all the facts but do not delay your action in collecting
                facts.In
                order to reach the right solutions, we must be as fully informed
                as
                possible.




•
            Ask
                yourself what specifically am I being asked to do? Does it seem unethical
                or improper?This will enable you to focus on the specific question you are faced
                with,
                and the alternatives you have. Use your judgment and common sense;
                if
                something seems unethical or improper, it probably is.




•
            Clarify
                your responsibility and role.In
                most situations, there is shared responsibility. Are your colleagues
                informed? It may help to get others involved and discuss the problem.







This
      Code
      permits or requires you in various situations to disclose certain facts to,
      and
      seek guidance or obtain approval from “appropriate Company representatives.”




•
            You
                may report ethical violations in confidence and without fear
                ofretaliation.If
                your situation requires that your identity be kept secret, your anonymity
                will be protected. In such circumstances, please contact the Chief
                Financial Officer of the Company. The Company does not permit retaliation
                of any kind against employees for good faith reports of ethical
                violations.




•
            Always
                ask first, act later:If
                you are unsure of what to do in any situation, seek guidancebefore
                you act.




For
      each
      affiliate, the “appropriate Company representative” is as follows:




•
            In
                the case of any non-officer employee, such employee’s supervisor. If such
                employee has concerns regarding the supervisor’s objectivity or
                independence with respect to the matter, the appropriate Company
                representative is the Chief Financial Officer.




•
            In
                the case of any officer or management employee (other than the CEO
                or CFO)
                the appropriate Company representative is the Chief Financial Officer.
                If
                such employee has concerns regarding the Chief Financial Officer’s
                objectivity or independence with respect to the matter, the appropriate
                Company representative is the Chief Executive Officer.




•
            In
                the case of the Chief Executive Officer, the President, the Chief
                Financial Officer, Chief Operating Officer, or any director, the
                appropriate Company representative is the Chairman of the Board of
                Directors.




These
      are
      the persons you should contact to seek guidance, to clarify issues and to obtain
      confirmation that a particular course of conduct or transaction is permissible
      or impermissible under this Code. The Audit Committee has adopted separate
      procedures for employees to report concerns they may have regarding financial
      reporting abuses, illegality or violations of this Code on a confidential basis.




***Adopted
      By The Board Of Directors:***


***May
      31, 2008***





**APPENDIX**




**CODE
      OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS**




The
      Company has a Code of Business Conduct and Ethics applicable to all directors
      and employees of the Company. The CEO and all senior financial officers,
      including the CFO and principal accounting officer, are bound by the provisions
      set forth therein relating to ethical conduct, conflicts of interest and
      compliance with law. In addition to the Code of Business Conduct and Ethics,
      the
      CEO and senior financial officers are subject to the following additional
      specific policies:




l.
            The
                CEO and all senior financial officers are responsible for full, fair,
                accurate, timely and understandable disclosure in the periodic reports
                required to be filed by the Company with the U.S. Securities and
                Exchange
                Commission. Accordingly, it is the responsibility of the CEO and
                each
                senior financial officer promptly to bring to the attention of the
                Board
                any material information of which he or she may become aware that
                affects
                the disclosures made by the Company in its public filings or otherwise
                assist the Board in fulfilling its responsibilities.




2.
            The
                CEO and each senior financial officer shall promptly bring to the
                attention of the Board any information he or she may have concerning
                (a)
                significant deficiencies in the design or operation of internal controls
                which 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.




3.
            The
                CEO and each senior financial officer shall promptly bring to the
                attention of the Board any information he or she may have concerning
                any
                violation of the Company’s Code of Business Conduct and Ethics, 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.




4.
            The
                CEO and each senior financial officer shall promptly bring to the
                attention of the Board any information he or she 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 the Code
                of
                Business Conduct and Ethics or of these additional procedures.





5.
            The
                Board shall determine, or designate appropriate persons to determine,
                appropriate actions to be taken in the event of violations of the
                Code of
                Business Conduct and Ethics or of these additional procedures by
                the CEO
                and the Company’s senior financial officers. Such actions shall be
                reasonably designed to deter wrongdoing and to promote accountability
                for
                adherence to the Code of Business Conduct and Ethics and to these
                additional procedures, and shall 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. In determining what
                action is appropriate in a particular case, the Board 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.







**ACKNOWLEDGEMENT
      OF RECEIPT OF CODE**




The
      undersigned,  ,
      hereby
      acknowledges receipt of the Code of Business Conduct and Ethics (the “Code”) of
      GCA II Acquisition Corp., Inc. (the “Company”), as adopted by the Board of
      Directors of the Company on May 31, 2008. In addition, the undersigned hereby
      confirms that he/she has carefully read and understands the Code.




Dated:
                ___________,
                20__[Signature][Print
                or Type Name]