**Exhibit 14.1**

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**OPTIONSXPRESSHOLDINGS, INC**.

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**CONFLICT OFINTEREST AND ETHICAL CONDUCT POLICY**

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**PURPOSE**

 

To provide all individuals included within the scopeof this Policy with expected standards of conduct and behavior in theirrelationship with optionsXpress Holdings, Inc. (the “Company”), its customers,suppliers, government officials and agents.

 

**SCOPE**

 

All directors, officers, employees, and agents (eachreferred to individually as a “Person” and collectively as “Persons”) of theCompany are subject to this Policy. The terms “Person” includes members of eachsuch individual’s immediate family.

 

**RESPONSIBILITY**

 

The Chief Executive Officer, President and all otherCompany officers are responsible for administration of this Policy. The ChiefAdministrative Officer will maintain all records.

 

I.                                         POLICY

 

The Company operates its worldwide business inaccordance with the highest ethical standards and relevant laws and places thehighest value on the integrity of each of its employees and representatives. Inaddition, all employees, agents, and other representatives of the Company areresponsible for complying with all applicable laws and regulations. Ourcorporate culture demands not only legal compliance, but also responsible andethical behavior.

 

II.                                     STANDARDSOF CONDUCT

 

A.                                   Gifts

 

Personsmay not give, solicit, or accept gifts or gratuities from anyone doing businesswith the Company, which have more than a modest token value (i.e., no greaterthan $50.00). If a gift is inadvertently sent by a customer or supplier, itmust be returned to the person or firm from which it came, with a polite noteexplaining our company’s Policy.

 

Anygifts other than token gifts, either accepted or given, must be approved byCompliance.

 

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B.                                     Entertainment

 

It isthe Company’s intent to establish and maintain relations with suppliers andcustomers based on mutual confidence, respect, and cost considerations. Anygifts or entertainment represent a cost of doing business which must be passedon to customers. The best gesture we can make is to continue to supplycustomers with a quality product, promptly delivered, at a fair price. Weexpect our suppliers to sell on the same basis and, therefore, believe thatthis Policy is in the best interest of the Company and its employees.

 

Exceptwith the prior approval of the Chief Administrative Officer no Person mayaccept from any person or firm any entertainment other than that which isconsidered an ordinary and occasional social amenity. (e.g., a businesslunch/dinner, sporting event, or single day entertainment event).

 

C.                                     RelationshipsWith Suppliers and Competitors

 

Personsshall not:

 

1.               Ownor acquire any substantial interest in any prospective supplier or other entitywith which the Company does business or who is a competitor of the Company. Aninsubstantial interest in a publicly traded company is not objectionable.

 

2.               Lendmoney to or borrow money from any supplier, customer, or competitor of theCompany.

 

3.               Representthe interests of any party other than the Company (including personalinterests) in any material transaction in which the Company and another partyis involved.

 

4.               Communicatein advance with any competitor regarding the price to be paid for any commodityor service the Company buys or the price to be charged for anything the Companysells.

 

## D.                                    Participationin Outside Activities

 

Personsshall not participate in any outside activity which lessens the impartiality,judgment, or effectiveness of their work for the Company.

 

E.                                      PoliticalContributions

 

Theuse of Company funds for any contribution to political parties, campaigns orcandidates for public office is prohibited. This Policy does not prohibit anyPerson from making personal contributions. However, such Person will not bereimbursed by the Company for such contributions nor will the Company exert anyinfluence on any Person in regard to such contributions.

 

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## F.                                      UseOf Company Assets For Unlawful Purposes

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Theuse of Company funds or assets for any unlawful or improper purpose isprohibited. This Policy applies on behalf of the Company wherever it may dobusiness irrespective of varying customs and ethical standards. All actions onbehalf of the company must be characterized by total honesty and integrity, andit shall be the policy of our Company to require from each Person fullcompliance with the policy and standards set forth herein.

 

## G.                                     Confidentialityof Company Information

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1.               NoPerson shall divulge “inside” or non-public or other confidential informationrelated to the Company to unauthorized outsiders.

 

2.               AnyPerson having material non-public information relating to the Company, oranother entity with which the Company has done or is doing business shall notbuy or sell securities of the Company or such other entity, or engage in anyother action to take advantage of such information or pass it on to others.

 

## H.                                    DealingsWith Government Regulatory Agencies and Representatives.

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1.               Personsshall not offer or give any bribe, payment, gift or thing of value to anyperson or entity with whom the Company has or is seeking any regulatoryrelationship except for gifts of a nominal value that are legal and commonlygiven in the ordinary course of business.

 

2.               Personsshall be completely honest in all dealings with governmental agencies andrepresentatives.

 

## I.                                         Recordingof Company Financial Information

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All ofthe Company’s business transactions shall be carried out in accordance withmanagement’s general or specific directives. All Company books and records shallbe kept in accordance with generally accepted accounting standards or otherapplicable standards. All transactions, payments, receipts, accounts and assetsshall be completely and accurately recorded on Company statements and recordson a consistent basis. No payment shall be approved or made with the intentionor understanding that it will be used for any purpose other than that describedin the supporting documentation for the payment. All information recorded andsubmitted to other persons must not be used to mislead those who receive theinformation or conceal anything that is improper.

 

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## J.                                        Compliancewith Securities Laws

 

1.               AllPersons shall comply with any policy promulgated by the Company regardingtransactions in the Company’s securities.

 

2.               AllPersons who are “insiders” under the federal securities laws (generally, alldirectors, all officers with policy-making authority and any 10% shareholder)shall (a) complete a questionnaire on an annual basis, or as otherwiserequired, with such information to assist the Company in meeting its disclosureobligations under the federal securities laws; (b) furnish to the Company orits counsel, if requested, a monthly statement regarding any transactions inCompany securities; and (c) certify to the Company on an annual basis that allfilings required by Section 16(a) of the Securities Exchange Act of 1934 weremade or will be made on a year-end Form 5. Specifically such persons shallcertify either that (i) all transactions in the Company’s securities wereproperly and timely reported during the year on a Form 4 or (ii) a year-endfiling is required and describing transactions in the Company’s securities inreasonable detail such that the Company or its counsel may prepare a Form 5 onwhich to report such transactions.

 

3.               AllPersons shall submit any prearranged trading plans in the Company’s securities,as authorized by Rule 10b5-1 of the Securities Exchange Act of 1934, to theCompany for its review and approval.

 

## K.                                    Reportingand Compliance.

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1.               Reporting.Persons may report a violation of this Policy to his or her supervisor or bywriting a letter, describing the suspected violation with as much detail aspossible, and directing the letter to the Company’s Chief Executive Officer,Chief Financial Officer or Chief Administrative Officer. Persons may reportsuch violations anonymously. Anonymous letters will be investigated and actedupon in the same manner as those that are signed. All letters should containsufficient details to permit the Company to conduct an appropriateinvestigation.

The Company will notcondone any retaliatory action taken against any Person who reports a violationin good faith nor will the Company tolerate any harassment or intimidation ofany Person reporting suspected wrongdoing.

 

2.               Compliance.The Company will require each Person to comply with this Policy; it is acondition of employment that each Person accepts the responsibility forunderstanding and complying with the standards of conduct set forth in thisPolicy. As a condition to employment, the Company reserves the right to requireeach Person to complete and submit a statement in a form designated by theCompany pertaining to such Persons compliance with this 

 

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Policy upon commencement of employment and asfrequently thereafter as the Company may deem advisable.

 

AnyPerson who violates any of the standards of conduct set forth in this Policy orotherwise refuses to comply with this Policy is subject to disciplinary actionincluding but not limited to termination of employment and such other action,including reporting to third parties and legal action, as the Company deems tobe appropriate under the circumstances.

 

This Policy does not change the Company’s at-willemployment policy.

 

III.                                 ACKNOWLEDGEMENT

 

Each director, officer and salaried employee shallannually acknowledge by signing, manually or electronically, the followingform, that they have read, understood and have complied with this Policy.

 

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