**Exhibit
      14.1**





**CODE
      OF CONDUCT**


**AND
      PROFESSIONAL ETHICS**





**AVANTAIR**




**I.**
            **INTRODUCTION**




**A.** **Applicability**




This
      Code
      of Conduct and Professional Ethics (the “Code”) applies to all Directors and
      employees of Avantair (collectively “employees”).




**B.** **Purpose
      and Commitment**




The
      Company has a reputation for uncompromising integrity in its service and
      performance to its customers in the fractional airline industry .
      That
      reputation is based on an expectation of ethical conduct on the part of all
      of
      the Company’s employees at all times. We must adhere to the highest ethical
      standards to earn trust and confidence in all facets of our operations.
      Accordingly, as an employee you are expected to behave ethically
      and with integrity, and to comply with all applicable laws and regulations. Failure
      to do so will result in disciplinary action, including possible termination
      of
      employment.




Please
      read this Code carefully and sign the attached Acknowledgement where indicated.
      If you have any questions, or if you need clarification either before you sign
      the Acknowledgement or in the future, please contact Company
      Counsel.




**C.** **Required** **Disclosures
      to the Company**




The
      Code
      requires you to disclose certain information to your manager, who will convey
      these disclosures, as warranted, to the appropriate senior executive.
      Authorization to proceed with certain activities as a result of such disclosures
      is subject to applicable laws and regulations, and the Company’s policies, and
      will be documented for official records.





Your
      manager may not be the person to whom you directly report. For example, you may
      report to a first line supervisor who, in turn, reports to a manager. In that
      case, your disclosure should be made
      to your supervisor, your manager, and a representative of Human Resources.
      If
      you are unclear as to the identity of your manager, please consult with your
      direct supervisor or with Human Resources.





You
      also
      have a duty to report all suspected or actual violations of the Code or of any applicable laws and
      regulations. You can report them to your manager or to Company Counsel. Managers
      are required to report to Company Counsel all concerns raised about compliance.




**D.** **Revisions
      to the Code**




The
      Company  may
      revise or supplement this Code at any time. The
      Company will distribute promptly any such modification, and at that time, you
      will be required to sign a new acknowledgement to reaffirm your agreement to
      adhere to this Code. ***You
      have a continuing obligation to familiarize yourself with any such revisions
      and
      to ensure that you comply with all of the*** ***Company*** ***’s
      policies and with the Code*** . 1




**II.**
            **GENERAL
                OBLIGATIONS**




The
      Company expects you to use professional, honest, and ethical judgment in all
      your responsibilities. You must conduct yourself in a way that serves the public
      interest, honors the public trust, and demonstrates your commitment to a high
      level of professionalism.




The
      Employee Manual also sets forth policies to guide your behavior. As the
      Company’s employee,
      you are required to be aware of, and to comply with, the current versions of
      all
      policies that relate to your job performance.




The
      Company observes a “zero tolerance” policy for misconduct involving fraud,
      deceit or dishonesty, or that affects the integrity of our work. Any employee
      who is determined to have engaged in any such misconduct will be terminated
      from
      employment with the
      Company immediately.




**III.**
            **CONFLICTS
                OF INTEREST**





The
      Company expects you to be free of any actual, perceived, or potential interest,
      activity, or influence that may conflict with or harm
      the Company's interests in any way or deprive the Company of your complete
      loyalty, unimpaired efficiency, and best professional judgment in performing
      all
      of your employment duties. Employees
      have an obligation to conduct business within guidelines that prohibit actual
      or
      potential conflicts of interest as established by the Employee Manual. The
      purpose of those guidelines is to provide general direction so that employees
      may seek further clarification on issues related to the subject of acceptable
      standards of operation. Contact Human Resources or Company Counsel for more
      information or questions about conflicts of interest.





Examples
      of situations that may create an actual or perceived conflict of interest,
      include, but are not limited
      to:




· accepting,
      agreeing to accept, or soliciting money or other tangible or intangible benefits
      in exchange for preferential treatment toward any person or entity who has
      conducted, is conducting, or might conduct business with the
      Company ;




· accepting
      employment or compensation, or engaging in any business or professional activity
      that might
      require or involve use or disclosure of the
      Company 's
      confidential information or trade secrets or impair
      your ability to perform satisfactorily your job duties for the
      Company ;




· directing
      business to a supplier or contractor owned or managed by, or which employs,
      a
      relative or friend.







1 Nothing
      in this Code is intended to alter at-will relationships between the Company
      and
      its employees. In the United States and certain other countries, the Company
      can
      terminate those employment relationships at any time, with or without cause,
      and
      with or without notice.







**B.** **Outside
      Employment/Conflicts of Interest**




The
      Company recognizes that employees engage in activities outside of their
      employment which are private in nature, and the Company does not seek to
      interfere with those activities as long as they do not pose a conflict, or
      the
      appearance of a conflict, with the
      Company ’s
      interests. You are required to familiarize yourself and abide by the Company’s
      policy regarding outside employment as
      established by the Employee Manual.




In
      order
      to prevent any conflict of interest or the appearance of conflicted conduct,
      under no circumstances may an employee be compensated, directly or indirectly,
      to serve as a consultant, advisor, independent contractor, speaker or employee
      for any company engaged in, associated with, or otherwise involved in, the
      aviation industry, including but not limited to the fractional aircraft
      industry, without the approval of the Company’s CEO, CFO, or Board of
      Directors.




**C.** **Outside
      Financial Interests**




If
      the
      Company becomes involved in a potential or actual business transaction with
      a
      third party with whom you or
      your
      immediate family member is affiliated or has a material financial interest,
      you
      must disclose
      the affiliation or interest to your manager and to a representative of Human
      Resources within ten (10) days of learning of the transaction. You must not
      attempt to influence the association between the Company and your family member
      in any way. This influence includes, but is not limited to, perceived or actual requests for
      contracts, solicitations, or contributions. Examples
      of situations that may violate this section include, but are not limited
      to:




· speculating
      or dealing in materials, products, real estate or services of the type
      purchased, produced, utilized, or sold by the Company;




· acquiring
      a special interest in any business opportunity or other property with knowledge
      that the Company has an interest in such opportunity or property;
      and




· entering
      into a business relationship (i.e., a landlord-tenant relationship) with any
      of
      the Company’s employees for whom you have supervisory or decision-making
      authority or over whom you may have influence without
      prior disclosure to your manager and a representative of Human
      Resources .




**IV.**
            **GIFTS,
                GRATUITIES, AND FAVORS**




The
      reputation of the Company must not be tainted by any perception that favorable
      treatment was sought, or in fact obtained, in exchange for business or personal
      courtesies such as gifts, gratuities, or favors. The Company therefore prohibits
      any employee from accepting or soliciting any gift, gratuity, or favor valued
      in
      excess of $100 (excluding meals and entertainment from already existing vendors
      or customers of the Company). You must report any offer of a gift, gratuity,
      or
      favor made by any person or entity who sought to gain an improper privilege
      or
      benefit from you. Questions
      regarding the application of this policy should be directed to a representative
      of Human Resources.




**V.**
            **DOING
                BUSINESS WITH OTHERS**




All
      purchasing decisions must be made based on the best value received by the
      Company. When appropriate, obtaining competitive bids, verifying quality and
      service claims, and confirming the financial condition of the supplier are
      all
      important steps in a good purchasing decision. (See section on Conflict of
      Interest).




The
      Company requires that all sales, marketing and promotion materials must always
      be honest and accurate. Neither deceptive advertising nor questionable
      promotional activity can ever be justified. Violations of these standards not
      only erode consumer confidence, but could subject the Company to legal action.




**VI.**
            **COMPLIANCE
                WITH LAWS AND REGULATIONS**




As
      a
      Company employee, you are required to conduct business for the Company in
      accordance with all applicable  laws
      and
      regulations. You are prohibited from using corporate funds, services, assets,
      or
      information for any unlawful or improper
      purpose. You also may not obtain privileges or special benefits through unlawful
      or otherwise improper concessions or payments. Failure to comply with relevant
      laws and regulations may subject you to civil or criminal liability as well
      as
      discipline from the Company.




It
      is
      very important
      to be mindful of all legal obligations concerning patents, copyrights,
      trademarks, trade secrets, confidentiality or privacy agreements, and other
      intellectual property rights.




Because
      it is the Company’s policy to comply at all times with all applicable federal,
      state, and local laws, if  such
      a
      law now imposes or later imposes a legal obligation on the Company that
      conflicts with any provision of this
      Code, the Code is superseded for that purpose and with respect to the applicable
      employees only.




**A.** **Antitrust**




Confidential
      information includes all non-public information that might be of use to
      competitors, or harmful to the Company or our customers, if disclosed. Examples
      of confidential information include, but are not limited to the following:
      detailed financial figures; new product or marketing plans; technical
      information; information about litigation, potential acquisitions, divestitures,
      contracts and alliance agreements; and personal information about the Company’s
      employees and customers. Employees must not disclose or reveal any confidential
      information entrusted to them by the Company, except when disclosure is
      authorized by Company
      Counsel or
      required by laws or regulation.




**B.** **Environment**




The
      Company is dedicated to the protection of our natural environment. It is our
      strict policy, therefore, to fully comply with all applicable local, state
      and
      federal environmental laws and regulations. Employees are required to comply
      with these standards when performing their assigned duties and must report
      any
      violations of these standards to their supervisor or to Company
      Counsel .




**C.** **Foreign
      Corrupt Practices Act (“FCPA”)**




The
      FCPA
      prohibits any employee, agent or representative of the Company from directly
      or
      indirectly offering or promising to pay, or authorizing the payment of money
      or
      anything of value to foreign government officials, political parties, or
      candidates for public office, or any of their family members or close personal
      friends, for the purpose of influencing their acts or decisions. The fact that
      bribery may be an accepted local practice in a country does not relieve the
      Company’s employees, agents or representatives from complying with the FCPA.







**D.** **Aviation
      Regulations, International Trade and Anti-Boycott
      Regulations**




United
      States laws govern the Company’s conduct in international trade. Employees
      involved with international trade should review the resources listed, and
      consult with Company
      Counsel if they
      have any questions or concerns. The Company’s employees and its agents may not
      by law cooperate in any way with an unsanctioned foreign boycott of countries
      friendly to the United States. The Company’s operations worldwide must comply
      with aviation, export, and travel regulations and restrictions imposed by the
      United States, as well as applicable laws of countries where the Company
      conducts business.




The
      civil
      and criminal sanctions that may be imposed for violations of applicable
      regulations and restrictions are very severe. Employees with responsibility
      for
      relevant activities should consult frequently with Company
      Counsel regarding these matters.




**E.** **Insider
      Trading**




Using
      non-public information to trade in securities, or providing a family member,
      friend or any other person with a “tip” is illegal. All non-public information
      should be considered inside information and should never be used for personal
      gain. You are required to familiarize yourself with and abide by the Company’s
      Insider Trading policy. You may contact Company
      Counsel with any
      questions about your ability to buy or sell securities.




**VII.**
            **COMPLIANCE
                WITH INTERNATIONAL LAW**




When
      engaging in international activity, the Company inevitably will encounter laws
      that differ from those of the United
      States. Local customs and practices with regard to business and social dealings
      also may vary from place to place. To ensure a business is in compliance with
      any applicable foreign laws, you should consult with Company
      Counsel prior to
      operating in any foreign jurisdiction.




**VIII.**
            **COMPANY
                RECORDS**




**A.** **Creation
      of Records and Audits**




The
      Company has designed and implemented a comprehensive system of internal controls
      and procedures to safeguard the Company's assets, properly record all
      transactions in accordance with generally accepted accounting principles, and ensure compliance with
      requirements of outside authorities. All corporate records for which employees
      are responsible must be true, accurate and complete and must present fairly
      the
      nature and purpose of the activity recorded. No false, misleading, or inaccurate
      records shall be made for any reason. You must adhere to these controls and
      procedures at all times when conducting business on behalf of the Company.
      Violation of this section, like all others herein, will be grounds for
      termination of employment with the Company.




You
      also
      must not improperly influence, manipulate, or undermine any authorized audit,
      or
      interfere with or mislead any auditor engaged to perform an internal or
      independent audit of the Company’s books, records, processes, or internal
      controls.




**B.** **Company
      Records**




All
      of
      the Company’s books and records **** (“Records”)
      must be true, accurate and complete, and must comply with all applicable
      provisions of the Records Retention Policy. You are required to preserve the
      confidentiality of all of the Company’s Records. Disclosure of any of the
      Company’s Records to persons in or outside of the Company who do
      not have a legitimate business reason for receiving such information,
      constitutes a violation of this policy.




**C.** **Retention**




The
      Company also seeks to preserve various categories of documents to ensure that
      all records required to fulfill our obligations to customers, employees, and
      vendors are maintained and are available when needed, and to ensure compliance
      with applicable laws and regulations. Accordingly, all corporate materials
      must
      be retained for the time period specified in the Company’s Record Retention
      Policy. To the extent you deal with Company records in any way, you should
      familiarize your self with the Records Retention Policy.




Documents,
      including those that are stored in hard copy, electronic, magnetic, or film
      format, relevant to any pending, threatened, or anticipated litigation,
      investigation or audit shall not be destroyed or altered for any reason until
      destruction is expressly authorized by Company
      Counsel **** or
      his or
      her designee.




**IX.**
            **WORK
                ENVIRONMENT**




The
      Company’s Employee Manual includes a number of policies governing employee
      conduct, including but not limited
      to those concerning Alcohol and Drug Abuse, Security and Confidentiality, and
      Prevention of Harassment and Discrimination. By executing the attached
      Acknowledgement, you are affirming that it is your responsibility
      as a Company employee to read and comply with all of the Company’s policies that
      apply to you.




**X.**
            **COMPANY
                ASSETS**




**A.** **Confidential
      Information**




While
      employed by the Company, you may become aware of, or have access to,
      confidential and/or proprietary information relating to the Company’s business.
      You must maintain strict confidentiality of such information and not share
      such
      information with anyone – even a co-worker who does not have access to it –
absent a legitimate business purpose. Trade secrets and confidential information
      include, without limitation, procedures used in the research/development
      processes, internal policies, internal telephone lists and directories,
      passwords, organizational charts, financial data, any data pertaining to actual
      or potential customers of the Company, and information concerning the
      attributes, features, and design of aircraft owned or operated by the Company.
      By executing the attached Acknowledgement, you will confirm that you
      have
      entered into a confidentiality agreement with which you shall comply fully.







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




The
      Company’s assets, both tangible and intangible, are to be used only for
      legitimate business purposes and only by authorized employees or consultants.
      You should be alert to situations or incidents that could lead to the loss,
      theft or misuse of the Company’s or its clients’ property and report all such
      situations to your manager and a representative of Human Resources.




You
      are
      prohibited from misusing, or otherwise destroying property, records, or other
      materials that belong to the Company or its clients, customers, or employees. Examples
      of situations that constitute a violation of this section, include, but are
      not limited
      to:




· using
      Company resources (equipment, supplies, contacts or funds) for personal
      benefit;




· disclosing
      or using any proprietary information, materials, or undisclosed “inside”
information relating to Company activities,
      for your own or another’s advantage;




· possessing
      or removing Company property, including internal Company policies, or the
      property of a Company client, customer, employee, or guest without express
      authorization;




· disclosing
      the contents of, or answers to, quizzes, tests or examinations given by the
      Company; and




· filming,
      photographing, or releasing confidential information about the Company’s
      security systems, alarms, assets, aircraft, or procedures without prior written
      Company authorization.




**C.** **Software**




In
      general, the only software that should be loaded onto your computer is that
      which the Company has approved and purchased. In many cases, it is illegal
      to
      copy, download or distribute software for other materials because they are
      protected by copyright.




**XI.**
            **MEDIA
                INQUIRIES**




From
      time
      to time, you may be approached by reporters or other media representatives.
      To
      ensure that the Company speaks with one voice and provides accurate information
      regarding its business, you should direct all media inquiries to the CEO or
      COO.
      You are not permitted to discuss Company matters with any reporters or other
      media representatives without the express written consent of the CEO or
      CFO.




**XII.**
            **ENFORCEMENT
                OF THE COMPANY’S COMPLIANCE
                POLICIES**




This
      Code
      is based on the Company’s core values, its commitment to best business
      practices, and applicable laws and regulations. Its existence does not, of
      course, ensure compliance. Accordingly, it is the responsibility of every
      Company employee to adopt and cultivate a policy of integrity and compliance,
      grounded on the notions of self-policing and self-reporting.




**A.** **Compliance**




You
      are
      expected to become familiar with, understand, and abide by the requirements
      of
      this Code and all relevant policies of the Company.




Managers
      in particular have a responsibility to create an open and supportive environment
      where employees feel comfortable raising ethics concerns, and to emphasize
      the
      importance of this Code.




**B.** **Internal
      Reporting/Duty to Report**





If
      you
      become aware of any issue or practice involving a potential or actual violation
      of this
      Code, or any Company policy or applicable law or
      regulation, you must report
      the matter immediately to your manager and/or to a representative of Company
      Counsel.




Several
      key questions can help you identify situations that may be unethical,
      inappropriate or illegal. Ask yourself:




· Does
      what
      I am doing comply with the letter and spirit of the Company’s
      policies?




· Have
      I
      been asked to
      misrepresent information or deviate from normal procedure?




· Would
      I
      feel comfortable describing my decision at a staff meeting?




· How
      would
      this conduct appear if it were disclosed to the Company’s clients, vendors
      and/or other members of the public?




**C.** **Internal
      Investigation**




When
      an
      alleged violation of this Code is reported, the Company shall take prompt and
      appropriate action in accordance with the law and otherwise consistent with
      best
      business practices. If the suspected violation or concern involves the Company’s
      financial disclosures, internal accounting controls, questionable auditing
      or
      accounting improprieties, the manager is required to notify Company
      Counsel .
      If the
      suspected violation involves any director or executive officer or if the
      suspected violation concerns any fraud, whether or not material, involving
      management or other employees who have a significant role in the Company’s
      internal controls, any person who receives such report should immediately report
      the alleged violation to Company
      Counsel .
      In each
      such case Company
      Counsel shall
      assess the situation and determine the appropriate course of action, including
      the initiation of an investigation and the need for corrective
      action.




Employees
      are expected to cooperate fully with Company representatives who are conducting
      an internal investigation, audit, inquiry, or other review.







**D.** **Disciplinary
      Action**




Managers
      must ensure that this Code is enforced through appropriate disciplinary
      measures. Any employee violating this
      Code, any other Company policy ,
      or
      applicable laws shall be
      subject to discipline, up to and including termination. The Human Resources
      Department is responsible for ensuring that the disciplinary process and the
      sanctions are enforced in a fair and consistent manner. The Company may refer
      for criminal prosecution any employees or former employees who have violated
      applicable laws and regulations. The Company may institute a civil action in
      response to such violations to, among other things, enforce its legal and
      equitable rights, and to obtain restitution, contribution, and
      damages.




**E.** **Non-Retaliation**




Employees,
      including managers and supervisors, may not retaliate, directly or indirectly,
      or encourage others to do so, against any employee who reports a violation
      of
      this Code. If you believe that retaliation has occurred, you should report
      the
      conduct to Company Counsel immediately. The Company will not permit retaliation
      of any kind against good faith reports or complaints of violations to this
      Code
      or other illegal or unethical conduct.




**Note
      to Employees: Return only this page to Company Counsel and retain the Code
      for
      your files and periodic review.**




**ACKNOWLEDGEMENT
      OF RECEIPT OF** **THE
      COMPANY’S CODE OF CONDUCT**




I
      hereby
      acknowledge receipt of the Company’s Code of Conduct and Professional Ethics. I
      understand that my compliance with this Code and all relevant policies of the
      Company is a condition of my continued employment with the Company. I understand
      that the Company expects the highest degree of professional ethics and integrity
      in connection with my employment. I acknowledge that it is impossible for the
      Company to identify and list every possible
      action that may violate this Code and that the Company reserves the right to
      impose discipline for any
      conduct it deems inappropriate.




The Code does
      not
      constitute nor is it intended to constitute a contract of employment. Nothing
      in
      the Code is
      intended to alter the Company's policy of at-will employment or any at-will
      employment agreement.




I
      have
      carefully read and I understand fully the foregoing Code. I support these
      professional standards for the Company, and for myself, and I will act in accordance with
      them.




Throughout
      this document, I have been asked to disclose certain information in writing
      to
      my manager
      and a representative of Company
      Counsel ,
      who
      will convey these disclosures, as warranted, to the appropriate Company
      officer. Consistent with that requirement, I hereby state:


**(Check
      one:)**




**____**
            I
              have nothing to disclose.  **____**
            I
                would like to make the following disclosures. (List and briefly explain
                below even if disclosed
                previously.)




I
      understand and agree that if, during the course of the year, additional or
      new
      circumstances arise that require disclosure, I will disclose such matters in
      writing to my manager and a representative of Human
      Resources.


**Print
                      Name:****Signature:**
                  
                  **Date**:**Department:**