**Exhibit 14.1**

 

[GRAPHIC] 

 

**CODE OF BUSINESS CONDUCT**

 

As a matter of principle Language Line Holdings, Inc. and Subsidiaries (the “Company”) conducts its business with the highest standards of integrity in itsassociation with its customers, vendors and employees. The Company’s reputation for the quality of its products and services and the best interests of its customers, owners and employees require that the company maintain business practices thatcommand the respect of everyone with whom the company conducts business. The dedication by the Company and all of its employees to this Code of Business Conduct demonstrates our commitment to the highest standards of ethical conduct in the pursuitand transaction of our business. 

 

 

***Dealing With Each Other***

Effective relationships are based on the recognition of the value and worth of each individual, and the necessity to provide a working climate conducive to the success and well-being of all employees. 

 

At the Company we work to create an atmosphere of mutual trust and respectby being honest, fair and consistent. We will treat all employees fairly and impartially, and will consistently follow employee policies and procedures. 

 

At the Company we listen to one another and foster open and honest communications. We value the opinion of employees and respect their diverse backgroundsand perspectives. We encourage communication among employees and solicit ideas and suggestions for improvements within the Company. 

 

***Employee Development***

Employeesare responsible for their career development. The Company will offer opportunities for training and development including tuition assistance for continuing education. It is the Company’s policy to conduct performance and development assessmentsand to support the career development of our employees. 

 

***Non-Discrimination and Sexual Harassment***

The Company is committed to the policy and practice of non-discrimination.It is company policy to provide a workplace free of sexual harassment. Verbal or physical harassment or behavior that creates a hostile work environment will not be tolerated. 

 

The Company has adopted a Discrimination/Sexual Harassment Policy which should be referenced for additional information andprocedures. 

 

***Conflict of Interest***

Employees should avoid situations where their private interests or that of the members of their family conflict with the interests of the Company.Employees may not solicit or accept salaries, fees, commissions or any other thing of value from contractors, suppliers, customers, consultants, or other persons and organizations doing business with the Company. 

 

In the event an employee’s relationship with another person ororganization might conflict with job performance or the Company’s interests, the employee must disclose the potential conflict to his or her manager. The potential conflict issue will be reviewed by management and the employee will be notifiedif the relationship poses a conflict of interest. 

 

***Confidential and Proprietary Information***

Employees must maintain the confidentiality of the Company’s tradesecrets and proprietary information. Examples of proprietary information include bid data, employee pay rates, proprietary software, customer lists, planning materials, marketing plans, and much of the technical information that the Companygenerates or uses in its business. 

 

***CorporateOpportunity***

Employees of the Company have an obligation to advance the Company’s interests when the opportunity to do soarises. Employees are prohibited from taking for themselves personally (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position; using any corporate property,information or position to personally benefit from that opportunity; or competing with the Company, without first obtaining the consent of his or her manager. 

 

***Media Contact and Public Discussion***

News media contact and responses, and public discussion of Company business, should be made only through the Marketing Department. Also inquiries should be referred to the Vice President of Sales/Marketing or Director of Marketing.

**B.****Standards for Conducting Business**
 

***Dealing With Customers***

Servingcustomers is the focal point of our business. The Company will accurately represent our products, services, and prices in our marketing, advertising, and sales efforts. Assuring customer satisfaction is the best way to ensure business success.

 

***Dealing With Suppliers***

The Company is committed to the fair treatment of suppliers. We will select suppliers who provide the best value for our customers and the Company. Theywill have every opportunity to compete openly and fairly for our business. 

 

***Proprietary Information of Others***

The Company regularly receives third party proprietaryinformation. The wrongful possession or use of any proprietary information of any supplier, customer, business partner, or competitor is prohibited. Employees must obtain such proprietary information under the terms of a written confidentialityagreement containing the terms and conditions for the use and protection of the information. 

 

***Gifts, Meals, and Entertainment***

Business-related social contacts can be in the best interestof the Company when properly conducted on a limited basis. Giving and receiving business gifts of nominal value is permissible, provided they are associated with a business purpose and are reasonable in cost. Giving or receiving gifts of significantvalue is strictly prohibited. Customary business entertainment is proper; impropriety results when the frequency, nature or value of the entertainment is such that it could be interpreted as affecting or intending to affect an otherwise objectivebusiness decision. Employees should make every effort to ensure that a third party would not have a reason to view these contacts, entertainment or gifts as improper. 

 

Under no circumstances may a gift of money or equivalent be given or received. Employees will decline or return any kind ofgift, favor, or offer of excessive entertainment which violates these guidelines and inform the offeror of our policy. 

 

The Company’s employees conducting business with governmental entities must be aware of and comply with the prohibitions concerning gratuities orentertainment. Please refer to Section C. 

 

***ImproperPayments***

No payment will be made by, or anything of value given, on behalf of the Company either directly or indirectly togovernment officials, political candidates, or officers or employees of customers, suppliers or competitors which violates applicable laws or is designed to secure favored treatment for the Company. 

 

***Accurate Records and Reporting***

The Company records must reflect an accurate, complete and verifiable record of all transactions. No false or misleading entries may be made for anyreason; and no employee may assist any other person in making such entries. 

 

***Political Contributions***

Federal law prohibits a corporation from making a contribution inconnection with federal elections. In addition, many of the fifty states and foreign countries have similar laws prohibiting corporate political contributions in connection with elections. 

 

***Legal Compliance***

Our policy is to comply with all laws and regulations that are applicable to our business both in the United States and in other countries. To that end,the use of any Company funds or resources for an unlawful or improper purpose is strictly prohibited. 

 

Employees must become familiar with and comply with the laws and regulations which govern their areas of responsibility. Whenever there is doubt as to theapplication of laws or regulations, employees should refer their questions or concerns to their manager. 

 
**C.****Standards for Conducting Business with the United States Government, State and Local Government Entities**
 

***Special Nature of Government Business***

The Federal Acquisition Regulation (FAR), and related laws and regulations, govern the Company’s business with U.S. government agencies. The Companywill comply with all applicable rules regarding socioeconomic considerations, e.g., affirmative action, contracts with small and small disadvantaged businesses, and labor standard requirements. 

 

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***    Procurement Integrity***

The Procurement Integrity Act prohibits a competitor from seeking or obtaining proprietary information related to competitors or government sourceselection information. The Act also restricts hiring by the Company of former government procurement officials. All employees are obligated to report suspected violations to his or her manager. 

 

***    Contract Negotiation and Pricing***

Pursuant to the Truth in Negotiations Act, the FAR requires the Company to certify in writing that its cost and pricing data arecurrent, complete and accurate up through the date of the agreement on contract price with the government. A claim of defective pricing, which could result in financial penalties and possible criminal charges against the Company and the individualsinvolved, may arise from a failure to comply with the Act. Extra care should be taken in the preparation of cost or pricing data before submitting it to the person responsible for submitting the proposal to the government. Changes affecting the costor pricing data must be referred to the Vice President of Sales/Marketing, Chief Financial Officer or President of the Company. 

 

***    Contract Performance***

It is essential that the terms and conditions of each contract with the government be complied with particularly in the areas of key personnel, deliverable products and services. Prior written approval of anauthorized government representative must be obtained before substitutions or changes can be made in such areas. Only a written contract modification can change a contract requirement. 

 

***    Subcontracting***

******Special procedures must be followed when purchasing materials and services from other companies for use in government contracts. Manygovernment contract requirements must be passed down to the Company’s subcontractors and suppliers. The Vice President of Sales/Marketing will assure compliance with required provisions in subcontracts. 

 

***    Consultant Services***

******In retaining consultants to work on behalf of the Company, care should be taken to ensure that no conflict of interest exists. Employeesoverseeing such retained consultants must document and monitor the conformance of consultant services to the FAR both as to cost and scope of work. 

 

***    Recording and Charging of Costs***

******Employees must ensure that their work is accurately recorded as it was performed. Intentional mischarging of costs is a criminal offense and a violation of Company policy. Employees must ensure that allcosts are charged to the appropriate client account. 

 

***    Gifts, Meals or Gratuities***

******Employees may not provide or pay for meals,refreshments, travel or lodging expenses, or give anything of value to, federal government employees, except as specifically permitted by federal law and regulations then in effect. Employees must also comply with state, local and foreign governmentrules governing the acceptance of business courtesies. 

 

***    Kickbacks***

The Anti-Kickback Act forbids offering, soliciting, providing or rewardingfavorable treatment in connection with United States government contracts. The law requires the Company to report violations to the government where there are reasonable grounds to believe that a violation exists. Employees should review with his orhis manager any suspected violations. 

 

**Compliance andAssistance**

 

***    ReportingViolations of the Code***

******An employee who becomes aware of a violation of this Code or believes that a violation maytake place in the future must report the matter. The report should be made to the employee’s immediate supervisor or manager who, in turn, must report it to the Vice President of Sales/Marketing, Chief Financial Officer or President of theCompany. To ensure that a reporting employee is protected from reprisal, requests for anonymity will be respected to the extent this does not result in the violation of the rights of another employee. Any employee attempting reprisal against thereporting employee will be subject to disciplinary action up to and including termination. 

 

This code is to be strictly followed at all times and under all circumstances. Any violation will subject an employee, without regard to position or tenure with the Company, to disciplinary action, up to and includingtermination. 

 

***    Individual Judgment***

******In summary, this Code of Business Conduct has been developed to help us better understand and ensure the properconduct of the Company’s’ business. The standards it contains are in the best interest of our employees, shareholders, customers, and the public at large. Ultimately, it is up to each of us to act consistent with this Code, and to maintainprofessional business behavior on behalf of the Company. 

 

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