**Exhibit
      14.1**




**CODE
      OF FINANCIAL CONDUCT, BUSINESS CONDUCT AND ETHICS**


**FOR**


**310
      Holdings, Inc.**




**Introduction**




310
      Holdings, Inc. **** (the
      “ Company ”)
      is
      committed to the highest standards of legal and ethical conduct. This Code
      of
      Business Conduct and Ethics (the “ Code ”)
      sets
      forth the Company’s policies with respect to the way we conduct ourselves
      individually and operate our business. The provisions of this Code are designed
      to deter wrongdoing and to promote honest and ethical conduct among our
      employees, officers and directors.




In
      the
      course of performing our various roles in the Company, each of us will encounter
      ethical questions in different forms and under a variety of circumstances.
      Moments of ethical uncertainty may arise in our dealings with fellow employees
      of the Company, with customers, or with other parties such as government
      entities or members of our community. In achieving the high ground of ethical
      behavior, compliance with governmental laws is not enough. Our employees should
      never be content with simply obeying the letter of the law, but must also strive
      to comport themselves in an honest and ethical manner. This Code provides clear
      rules to assist our employees, directors and officers in taking the proper
      actions when faced with an ethical dilemma.




The
      reputation of the Company is our greatest asset and its value relies on the
      character of its employees. In order to protect this asset, the Company will
      not
      tolerate unethical behavior by employees, officers or directors. Those who
      violate the standards in this Code will be subject to disciplinary action.
      If
      you are concerned about taking an action that may violate the Code or are aware
      of a violation by another employee, an officer or a director, follow the
      guidelines set forth in Sections 10 and 11 of this Code.




This
      Code
      applies equally to all employees, officers and directors of the Company. All
      references to employees contained in this Code should be understood as referring
      to officers and directors as well.




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




Company
      policy requires that the Company, as well as all employees, officers and
      directors of the Company, comply fully with both the spirit and the letter
      of
      all laws, rules and regulations. Whenever an applicable law, rule or regulation
      is unclear or seems to conflict with either another law or any provision of
      this
      Code, all employees, officers and directors are urged to seek clarification
      from
      their supervisor, the appropriate compliance official or the Chief Executive
      Officer. Beyond mere compliance with the law, we should always conduct our
      business with the highest standards of honesty and integrity - wherever we
      operate.









**2.**  **Conflicts
      of Interest** **.**




Every
      employee has a primary business responsibility to the Company and must avoid
      conflicts of interest. A conflict of interest arises when an employee takes
      actions or enters into relationships that oppose the interests of the Company,
      harm the Company’s reputation or interfere with the employee’s performance or
      independent judgment when carrying out any actions on behalf of the Company.
      The
      Company strictly prohibits its employees from taking any action or entering
      into
      any relationship, personal or professional that creates, or even appears to
      create, a conflict of interest.




A
      conflict situation can arise when a director, officer or employee takes actions
      or has interests that may make it difficult to perform his or her work for
      the
      Company objectively and effectively. Conflicts of interests may also arise
      when
      a director, officer or employee, or a member of his or her family, receives
      an
      improper personal benefit as a result of his or her position with the Company.
      It may be a conflict of interest for a director, officer or employee to work
      simultaneously for a competitor, customer or supplier. The best policy is to
      avoid any direct or indirect business connection with our customers, suppliers
      or competitors, except on our behalf. Employees must be sensitive to potential
      conflicts of interest that may arise and use their best efforts to avoid the
      conflict.




In
      particular, except as provided below, no director, officer or employee
      shall:




|**·** | be
              a consultant to, or a director, officer or employee of, or otherwise
              operate an outside business that:
|----- | -------------------------------------------------------------------------------------------------------------------------------------



|**·** | markets
              products or services in competition with our current or potential products
              and services;
|----- | ----------------------------------------------------------------------------------------------------------------------------



|**·** | supplies
              products or services to the Company; or
|----- | --------------------------------------------------------------



|**·** | purchases
              products or services from the Company;
|----- | --------------------------------------------------------------



|**·** | accept
              any personal loan or guarantee of obligations from the Company, except
              to
              the extent such arrangements have been approved by the Chief Executive
              Officer and are legally permissible; or
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|**·** | conduct
              business on behalf of the Company with immediate family members, which
              include your spouse, children, parents, siblings and persons sharing
              your
              same home whether or not legal relatives.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Directors,
      officers and employees must notify the Chief Executive Officer of the existence
      of any actual or potential conflict of interest. With respect to officers or
      directors, the Board may make a determination that a particular transaction
      or
      relationship will not result in a conflict of interest covered by this policy.
      With respect to all other employees or agents, the Chief Executive Officer,
      acting alone, or the Board may make such a determination. Any waivers of this
      policy as to an officer or director may only be approved by the Board of
      Directors.









Any
      employee, officer or director who is aware of a transaction or relationship
      that
      could reasonably be expected to give rise to a conflict of interest in violation
      of this section must inform the appropriate personnel in accordance with the
      procedures set forth in Section 12 of this Code. If an employee has any
      questions regarding the Company’s policy on conflicts of interest or needs
      assistance in avoiding a potential conflict of interest, he or she is urged
      to
      seek the advice of a supervisor or the Chief Executive Officer.




**3.**  **Corporate
      Opportunities** **.**




Employees,
      officers and directors are prohibited from taking for themselves personally
      opportunities that are discovered through the use of Company property, Company
      information or their position in the Company. Furthermore, employees may not
      use
      Company property, information or influence or their position in the Company
      for
      improper personal gain. Finally, employees have a duty to advance the Company’s
      legitimate interests when the opportunity to do so arises. Consequently,
      employees are not permitted to compete with the Company.




**4.**  **Confidentiality** **.**




Employees
      must maintain the confidentiality of confidential information entrusted to
      them
      by the Company or its customers or suppliers, except when disclosure is
      authorized by the Company or required by applicable laws or regulations.
      Confidential information includes proprietary information of the Company, as
      well as all non-public information that might be of use to competitors, or
      harmful to the Company or its customers, if disclosed. This confidentiality
      requirements is in additional to any other obligations imposed by the Company
      to
      keep information confidential.




**5.**  **Insider
      Trading** **.**




Employees,
      officers and directors will frequently become aware of confidential non-public
      information concerning the Company and the parties with which the Company does
      business. As set forth in more detail in the Company’s Insider Trading Policy,
      the Company prohibits employees from using such confidential information for
      personal financial gain, such as for purposes of stock trading, or for any
      other
      purpose other than the conduct of our business. Employees must maintain the
      confidentiality of such information and may not make disclosures to third
      parties, including members of the employee’s family. All non-public information
      about the Company should be treated as confidential information. To use
      non-public information for personal financial benefit or to “tip” others who may
      make stock trades on the basis of this information is not only unethical but
      also illegal. This policy also applies to trading in the securities of any
      other
      company, including our customers or suppliers, if employees have material,
      non-public information about that company which the employee obtained in the
      course of their employment by the Company. In addition to possible legal
      sanctions, any employee, officer or director found to be in violation of the
      Company’s insider trading policy will face decisive disciplinary action.
      Employees are encouraged to contact the Company’s Chief Executive Officer with
      any questions concerning this policy.









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




All
      Company assets should be used for legitimate business purposes and all
      employees, officers and directors must make all reasonable efforts to protect
      the Company’s assets and ensure their efficient use. Theft, carelessness, and
      waste have a direct impact on the Company’s profitability and must therefore be
      avoided. The suspected occurrence of fraud or theft should be immediately
      reported to the appropriate person in accordance with the procedures set forth
      in Section 11 of this Code.




An
      employee’s obligation to protect the Company’s assets extends to the Company’s
      proprietary information. Proprietary information includes intellectual property
      such as patents, trademarks, copyrights and trade secrets. An employee who uses
      or distributes such proprietary information without the Company’s authorization
      will be subject to disciplinary measures as well as potential legal
      sanctions.




**7.**  **Fair
      Dealing** **.**




Although
      the success of our Company depends on our ability to outperform our competitors,
      the Company is committed to achieving success by fair and ethical means. We
      seek
      to maintain a reputation for fair dealing among our competitors and the public
      alike. In light of this aim, the Company prohibits employees from engaging
      in
      any unethical or illegal business practices. An exhaustive list of unethical
      practices cannot be provided. Instead, the Company relies on the judgment of
      each individual employee to avoid such practices. Furthermore, each employee
      should endeavor to 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 unfair business
      practice.




**8.**  **Disclosures** **.**




It
      is
      Company policy to make full, fair, accurate, timely and understandable
      disclosure in compliance with all applicable laws, rules and regulations in
      all
      reports and documents that the Company files with, or submits to, the Securities
      and Exchange Commission and
      in
      all other public communications made by the Company. Employees shall endeavor
      in
      good faith to assist the Company in such efforts.




**9.**  **Waivers** **.**




The
      Company expects all employees, officers and directors to comply with the
      provisions of this Code. Any waiver of this Code for executive officers,
      directors or employees may be made only by the Board of Directors or a Board
      committee and will be promptly disclosed to the public as required by law and
      stock exchange regulations.




**10.**  **Compliance
      Guidelines and Resources** **.**




In
      some
      situations, our employees may not be certain how to proceed in compliance with
      this Code. This uncertainty may concern the ethical nature of the employee’s own
      acts or the employee’s duty to report the unethical acts of another. When faced
      with this uncertainty, the employee should carefully analyze the situation
      and
      make use of Company resources when determining the proper course of action.
      The
      Company also encourages employees to talk to their supervisors, or other
      personnel identified below, when in doubt about the best course of
      action.









1.  ***Gather
      all the facts*** **.** Do not
      take any action that may violate the Code until you have gathered all the facts
      that are required to make a well-informed decision and, if necessary, you have
      consulted with your supervisor, or the Chief Executive Officer.




2.  ***Is
      the action illegal or contrary to policy?*** If the
      action is illegal or contrary to the provision of this Code, you should not
      carry out the act. If you believe that the Code has been violated by an
      employee, an officer or a director, you must promptly report the violation
      in
      accordance with the procedures set forth in Section 12.




3.  ***Discuss
      the problem with your supervisor*** **.** It is
      your supervisor’s duty to assist employees in complying with this Code. Feel
      free to discuss a situation that raises ethical issues with your supervisor
      if
      you have any questions. You will suffer no retaliation for seeking such
      guidance.




4.  ***Additional
      resources*** **.** The
      Chief Executive Officer is available to speak with you about problematic
      situations if you do not feel comfortable approaching your direct supervisor.
      If
      you prefer, you may request assistance in writing by sending a request to the
      Chief Executive Officer.




**11.**  **Reporting
      Procedures** **.**




All
      employees have a duty to report any violations of this Code, as well as
      violations of any laws, rules, or regulations. The Company does not permit
      retaliation of any kind against employees for good faith reports of ethical
      violations.




If
      you
      believe that the Code has been violated by an employee you must
      promptly report the violation to your direct supervisor or the Chief Executive
      Officer. If a report is made to a supervisor, the supervisor must in turn report
      the violation to the Chief Executive Officer. All violations by an officer
      or director of the
      Company must be reported directly to the entire Board of Directors.




**13.**  **Disciplinary
      Action** **.**




Employees,
      officers and directors of the Company will be held accountable for adherence
      to
      this Code. The penalty for a particular violation of this Code will be decided
      on a case-by-case basis and will depend on the nature and severity of the
      violation as well as the employee’s history of non-compliance and cooperation in
      the disciplinary process. Significant penalties will be imposed for violations
      resulting from intentional or reckless behavior. Penalties may also be imposed
      when an employee fails to report a violation due to the employee’s indifference,
      deliberate ignorance or reckless conduct. All violations of this Code will
      be
      treated seriously and will result in the prompt imposition of penalties which
      may include (1) an oral or written warning, (2) a reprimand, (3) suspension,
      (4)
      termination and/or (5) restitution.









**14.**  **No
      Rights Created** **.**




This
      Code
      is a statement of certain fundamental principles, policies and procedures that
      govern the Company’s officers, directors and employees in the conduct of the
      Company’s business. It is not intended to and does not create any rights in any
      employee, supplier, competitor, shareholder or any other person or
      entity.





**15.**  **Financial
      Code Of Ethics**





As
      a
      public company, it is of critical importance that 310 Holdings filings with
      the
      Securities and Exchange Commission be accurate and timely. Depending on their
      position with 310 Holdings, employees may be called upon to provide information
      to assure that 310 Holdings 's public reports are complete, fair, and
      understandable. 310
      Holdings expects
      all of its employees to take this responsibility seriously and to provide prompt
      and accurate answers to inquiries related to 310 Holdings 's public disclosure
      requirements.




310
      Holdings 's
      Finance Department, when established, will bear a special responsibility for
      promoting integrity throughout 310
      Holdings ,
      with
      responsibilities to stakeholders both inside and outside of 310
      Holdings .
      The
      Chief Executive Officer, Chief Financial Officer, and Finance Department
      personnel have a special role both to adhere to the principles of integrity
      and
      also to ensure that a culture exists throughout 310
      Holdings as a
      whole that ensures the fair and timely reporting of 310
      Holdings 's
      financial results and conditions. Because of this special role, the CEO, CFO,
      and all members of 310
      Holdings 's
      Finance Department are bound by 310
      Holdings 's
      Financial Code of Ethics, and by accepting the Financial Code of Ethics, each
      agrees that they will:




-
      Act
      with honesty and integrity, avoiding actual or apparent conflicts of interest
      in
      personal and professional relationships.




-
      Provide
      information that is accurate, complete, objective, relevant, timely and
      understandable to ensure full, fair, accurate, timely, and understandable
      disclosure in the reports and documents that 310
      Holdings files
      with, or submits to, government agencies and in other public communications.




-
      Comply
      with the rules and regulations of federal, state and local governments, and
      other appropriate private and public regulatory agencies.




-
      Act in
      good faith, responsibly, with due care, competence and diligence, without
      misrepresenting material facts or allowing one's independent judgment to be
      subordinated.




-
      Respect
      the confidentiality of information acquired in the course of one's work, except
      when authorized or otherwise legally obligated to disclose. Confidential
      information acquired in the course of one's work will not be used for personal
      advantage.









-
      Share
      job knowledge and maintain skills important and relevant to stakeholders needs.




-
      Proactively promote and be an example of ethical behavior as a responsible
      partner among peers, in the work environment and in the community.




-
      Achieve
      responsible use of, and control over, all 310
      Holdings assets
      and resources employed by, or entrusted to yourself, and your department.




-
      Receive
      the full and active support and cooperation of 310
      Holding’ s
      Officers, Sr. Staff, and all employees in the adherence to this Financial Code
      of Ethics.




-
      Promptly report to the CEO or CFO any conduct believed to be in violation of
      law
      or business ethics or in violation of any provision of this Code of Ethics,
      including any transaction or relationship that reasonably could be expected
      to
      give rise to such a conflict. Further, to promptly report to the Chair of 310
      Holdings 's
      Audit
      Committee such conduct if by the CEO or CFO or if they fail to correct such
      conduct by others in a reasonable period of time.










**To:**
            **All
                Employees, Officers and Directors****From:**
            **President
                and Chief Executive Officer****Re:**
            **Statement
                of Company Policy**
              **Securities
                Trades By Company Personnel**




**310
      Holdings, Inc.**




**STATEMENT
      OF COMPANY POLICY**




**ON**




**INSIDER
      TRADING**




**Introduction**




It
      is
      illegal for any person, either personally or on behalf of others, to trade
      in
      securities on the basis of material, nonpublic information. It is also illegal
      to communicate (or "tip") material, nonpublic information to others who may
      trade in securities on the basis of that information. These illegal activities
      are commonly referred to as "insider trading."




Potential
      penalties for insider trading violations include imprisonment for up to 10
      years
      (25 years if it constitutes fraud), civil fines of up to three times the profit
      gained or loss avoided through the trade, and criminal fines of up to $1
      million. In addition, a company whose employee violates the insider trading
      prohibitions may be liable for a civil fine of up to the greater of $1 million
      or three times the profit gained or loss avoided as a result of the employee’s
      insider trading violations.




This
      memorandum sets forth 310 Holdings, Inc.’s (“310 Holdings”) policy against
      insider trading. The objective of this policy is to protect both you and 310
      Holdings from securities law violations. **All
      directors, officers and employees of 310 Holdings or its affiliates or
      subsidiaries must comply with this policy** .




Employees
      are encouraged to ask questions and seek any follow-up information that they
      may
      require with respect to the matters set forth in this policy. Please direct
      all
      questions to the Company or its CEO.









**General
      Statement**




**310
      Holding’s policy, applicable to all directors, officers and employees, prohibits
      trading, and tipping others who may trade, when you are in possession of** **material** **,** **nonpublic** **information.**




**What
      information is** **material** **?** All
      information that an investor might consider important in deciding whether to
      buy, sell, or hold securities is considered material. Information that is likely
      to affect the price of a company’s securities is almost always material.
      Examples of some types of material information are:


·
              financial
                  results or expectations for the quarter or the
                  year
  ·
              financial
                  forecasts
  ·
              changes
                  in dividends
  ·
              possible
                  mergers, acquisitions, joint ventures and other purchases and sales
                  of
                  companies and investments in
                  companies
  ·
              changes
                  in customer relationships with significant
                  customers
  ·
              obtaining
                  or losing important contracts
  ·
              important
                  product developments
  ·
              major
                  financing developments
  ·
              major
                  personnel changes
  ·
              major
                  litigation developments




**What
      is** **nonpublic** **information?** Information is considered to be nonpublic unless it has been effectively
      disclosed to the public. Examples of public disclosure include public filings
      with the Securities and Exchange Commission and company press releases. Not
      only
      must the information have been publicly disclosed, but there must also have
      been
      adequate time for the market as a whole to digest the information. Although
      timing may vary depending upon the circumstances, a good rule of thumb is that
      information is considered nonpublic until the second business day after public
      disclosure.




**What
      transactions are** **prohibited** **?** When you
      know material, nonpublic information about 310 Holdings, you, your spouse and
      members of your immediate family living in your household are prohibited from
      the following activities:




·
            trading
                in our company’s securities (including trading in puts and calls for our
                securities)









·
            having
                others trade for you in our
                securities




·
            disclosing
                the information to anyone else who might then
                trade




·
            exercising
                stock optionsifthe option shares are to be immediately
                sold




Neither
      you nor anyone acting on your behalf nor anyone who learns the information
      from
      you (including your spouse and family members) can trade. This prohibition
      continues whenever and for as long as you know material, nonpublic
      information.




Although
      it is most likely that any material, nonpublic information you might learn
      would
      be about 310 Holdings or its subsidiaries, these prohibitions also apply to
      trading in the securities of any company
      (such as a potential merger partner) about which you learn material, nonpublic
      information through your employment with 310 Holdings.




**Unauthorized
      Disclosure**




As
      discussed above, the disclosure of material, nonpublic information to others
      can
      lead to significant legal difficulties. Therefore, you should not discuss
      material, nonpublic information about 310 Holdings or its affiliates or
      subsidiaries with anyone, including other employees, family or friends, except
      as required in the performance of your regular duties.




No
      employee of 310 Holdings is permitted to discuss confidential financial or
      business information regarding 310 Holdings, either in his or her own name
      or
      anonymously, and whether from the office or outside the office, on any Internet
      "chat" site or message board.




**Questions
      About this Policy**




Compliance
      by all employees with this policy is of the utmost importance both for you
      and
      for 310 Holdings. If you have any questions about the application of this policy
      to any particular case, please contact the CEO or CFO immediately.




**Your
      failure to observe this policy could lead to significant legal problems for
      you
      and the company, as well as other serious consequences, including termination
      of
      your employment.**









**Certifications**




All
      employees must certify their understanding of and intent to comply with this
      Policy Statement. A copy of the certification that all employees (other than
      executive officers) must sign is enclosed with this memorandum. Directors and
      executive officers are subject to additional restrictions on their transactions
      in Company securities, which are described in a separate memorandum. Directors
      and executive officers should sign the certification attached to that memorandum
      instead of the one enclosed with this memorandum.




**CERTIFICATIONS**




I
      certify
      that:




1.  I
      have
      read and understand the Company’s Code of Business Conduct and Ethics and
      Statement of Policy regarding Securities Trades by Company Personnel. I
      understand that the President is available to answer to any questions I have
      regarding the Statement of Policy.




2.  Since
      __________________, 200___ or such shorter period of time that I have been
      an
      employee of the Company, I have complied with the Code of Business Conduct
      and
      Ethics and Statement of Policy.




3.  I
      will
      continue to comply with the Code of Business Conduct and Ethics and Statement
      of
      Policy for as long as I am subject to the policy.





Signature:
      ________________________




Date:
      ____________________________




Print
      name: _______________________