**EXHIBIT 14.1****Sun New Media, Inc.****Code of Ethics**It is the policy of Sun New Media, Inc. (together with its wholly-owned subsidiaries andaffiliates worldwide, the “Company”) that all directors, officers and employees of theCompany shall, to the best of their knowledge and ability, adhere to, comply with andadvocate the principles set out in this code of ethics (the “Code”) governing theirprofessional and ethical conduct in the fulfillment of their responsibilities.***This Code is not intended to supercede the Company’s Employee Handbook or to otherwise alteremployee obligations to comply with the Handbook.***The purposes of the Code are to promote:**•** honest and ethical conduct, including the ethical handling of actual orapparent conflicts of interest between personal and professional relationships; **•** full, fair, accurate, timely and understandable disclosure in reports anddocuments that the Company files with, or submits to the U.S. Securities and ExchangeCommission and in other public communications made by the Company; **•** compliance with applicable governmental laws, rules and regulations; **•** the prompt internal reporting of violations of the Code to appropriatepersons of authority within the Company; and **•** accountability for adherence to the Code.The Code embodies principles to which all directors, officers and employees are expected toadhere and advocate. Any violations of the Code may result in disciplinary action, up to andincluding termination or removal, as applicable.All directors, officers and employees of the Company will:1. Act with honesty and integrity, avoiding actual or apparent conflicts betweenpersonal and private interests and the interests of the Company, including refraining fromreceiving improper personal benefits as a result of holding a particular position with theCompany; 2. Not solicit or accept, for personal or other benefit, business or similaropportunities that could reasonably be expected to otherwise accrue to the benefit of theCompany;
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3. Use corporate assets entrusted to them in a responsible manner and refrain fromcompeting directly or indirectly with the Company or using corporate information oropportunities for personal gain; 4. Where applicable, provide the U.S. Securities and Exchange Commission, the Company’sstockholders, the investing public and other relevant constituencies with full, fair,accurate, timely and understandable reports and information; 5. Endeavor to comply with applicable laws and regulations of federal, state, local andforeign governments and government agencies having jurisdiction over the Company,including the U.S. Food and Drug Administration, and with applicable regulations ofprivate or self-regulatory authorities having jurisdiction over the Company; 6. Act in good faith, responsibly with due care and diligence and withoutmisrepresentation or omission of material facts and strive to maintain independentjudgment in the performance and fulfillment of their duties and responsibilities; 7. Promote ethical behavior among subordinates and peers at the Company; 8. Respect the confidentiality of information acquired or obtained in the course ofperformance of their responsibilities, never use confidential information for personaladvantage, and disclose confidential information of the Company or third parties only whensuch disclosure is legally required or is otherwise authorized. 9. Not fraudulently influence, coerce, manipulate or mislead any auditor engaged in theperformance of an audit for the purpose of rendering the financial statements materiallymisleading. 10. Comply with other policies and procedures of the Company applicable to theirpositions and employment, including the Company’s Insider Trading Policy and the policiesand procedures of the Company set forth in the Company’s Employee Handbook.Any waiver of this Code of Ethics may be made only by the Company’s Board of Directors (the“Board”). Any waiver of the code for any director or executive officer of the Company mustbe disclosed on Form 8-K within five days, or such shorter period as may be required underapplicable regulation.It is the duty of each director, officer and employee of the Company to report violations ofthe Code promptly to the attention of the Company’s Chief Executive Officer, General Counselor to any member of the Audit Committee of the Board (the “Audit Committee”).If you have a concern about a questionable accounting or auditing matter, or any otherviolation of this Code, the Company’s Insider Trading Policy or the Company’s EmployeeHandbook, and wish to submit the concern confidentially or anonymously, you may do sothrough writing to the attention of the Company’s
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 Chief Executive Officer, General Counsel or to any member of the Audit Committee. Yourcommunication will be kept confidential to the extent permitted by law.The Company will handle all inquiries discreetly and make every effort to maintain, withinthe limits allowed by law, the confidentiality of anyone requesting guidance or reportingquestionable behavior or other matters of concern under the Code.The Board shall promptly determine, or designate appropriate persons (including, if sodetermined by the Board, the Audit Committee) promptly to determine appropriate actions tobe taken in the event of violations of the Code by any director, officer or employee. Indetermining what actions are appropriate in a particular case, the Board (or its designee)shall act consistently and take into account relevant information including the nature andseverity of the violation, whether the violation was a single occurrence or a series ofrepeated 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 propercourse of action, and whether or not the director, officer or employee in question hadcommitted other violations in the past.If the Board or the Audit Committee believes that standards for compliance with the Code arenot objective, or that the process for determining violations is not fair or that the Codeis not conducive to prompt and consistent enforcement, or that the protection for personsreporting questionable behavior pursuant to the Code is inadequate (either under the Code orunder the Company’s other policies), the Board shall adopt, or the Audit Committee shallrecommend to the Board for adoption appropriate changes to the Code or other Companypolicies.It is the Company’s intention that the Code be the Company’s written code of ethics underSection 406 of the Sarbanes-Oxley Act of 2002 complying with the standards set forth inSecurities and Exchange Commission Regulation S-K Item 406.
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**ACKNOWLEDGEMENT OF ADHERENCE TO CODE OF ETHICS**In my role as an executive and/or a financial executive of Sun New Media, Inc., I certify to youthat I adhere to and advocate the principles and responsibilities outlined in Sun New Media, Inc.’sattached Code of Ethics.I agree to report to Sun New Media, Inc. and all other applicable parties including regulators ofany failure on my part to adhere to this Code of Ethics. I fully understand that violation of thiscode may lead to penalties to myself personally and to Sun New Media, Inc.         Date for reference: Name:    Position:    
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