Exhibit 14.1



Alliance HealthCard, Inc.



Code of Business Conduct and Ethics Policy



(Effective as of November 1, 2004)



I. Purpose



This Code of Business Conduct and Ethics (this  Code ) provides a general statement of the Companys expectations regarding the ethical standards that each director, officer and employee should
adhere to while acting on behalf of the Company. Each director, officer and employee is expected to read and become familiar with the ethical standards described in this Code. To comply with Section 406 of the Sarbanes-Oxley Act of 2002 (the
Code of Ethics Law), the Companys Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer are required to affirm his or her agreement to adhere to the Code by signing the Compliance Certificate that appears at
the end of this Code at the time of the enactment of the Code of Ethics Law and from time to time thereafter, in particular when there is a change in either the Code or the Code of Ethics Law.



II. Administration



The Companys Board of Directors is responsible for setting the standards of business conduct contained in this Code and updating these
standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Company, the business practices within the Companys industry, the Companys own business practices, and the prevailing ethical
standards of the communities in which the Company operates. While the Companys Chief Executive Officer will oversee the procedures designed to implement this Code to ensure that they are operating effectively, it is the individual
responsibility of each director, officer and employee of the Company to comply with this Code.



III. Compliance with Laws, Rules and Regulations



The Company will comply with all laws and governmental regulations that are applicable to the Companys activities, and expect that all directors, officers and employees acting on behalf of the Company will obey
the law. Specifically, the Company is committed to:



| | maintaining a safe and healthy work environment;
|- | ------------------------------------------------



| | promoting a workplace that is free from discrimination or harassment based on race, color, religion, sex or other factors that are unrelated to the Companys business
interests;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;
|- | ------------------------------------------------------------------------------------------------------



| | conducting its activities in full compliance with all applicable environmental laws;
|- | ------------------------------------------------------------------------------------



| | keeping the political activities of the Companys directors, officers and employees separate from the Companys business;
|- | -------------------------------------------------------------------------------------------------------------------------



| | prohibiting any illegal payments to any government officials or political party representatives of any country; and
|- | -------------------------------------------------------------------------------------------------------------------



| | complying with all applicable state and federal securities laws.
|- | ----------------------------------------------------------------



Directors, officers and employees are prohibited from illegally trading the Companys securities while in possession of material, nonpublic (inside)
information about the Company. The Companys Insider Trading Policy, which describes the nature of inside information and the related restrictions on trading, shall be deemed a part of this Code.



60



---

IV. Conflicts of Interest; Corporate Opportunities



Directors, officers and employees should not be involved in any activity which creates or gives the appearance of a conflict of interest
between their personal interests and the Companys interests. In particular, 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 the Companys current or potential products and services;
|- | ---------------------------------------------------------------------------------------------------------------



| | that supplies products or services to the Company; or
|- | -----------------------------------------------------



| | that purchases products or services from the Company;
|- | -----------------------------------------------------



| | have any financial interest, including stock ownership, in any such outside business that might create or give the appearance of a conflict of interest;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | seek or accept any personal loan or services from any such outside business, except from financial institutions or service providers offering similar loans or services to third
parties under similar terms in the ordinary course of their respective businesses;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside business would interfere with the directors,
officers or employees responsibilities with the Company;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | accept any personal loan or guarantee of obligations from the Company, except to the extent such arrangements are legally permissible;
|- | --------------------------------------------------------------------------------------------------------------------------------------



| | conduct business on behalf of the Company with immediate family members, which include spouses, children, parents, siblings and persons sharing the same home whether or not legal
relatives; or
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | use the Companys property, information or position for personal gain.
|- | ----------------------------------------------------------------------



The appearance of a conflict of interest may exist if an immediate family member of a director, officer or employee of the Company is a consultant to, or a director,
officer or employee of, or has a significant financial interest in, a competitor, supplier or customer of the Company, or otherwise does business with the Company.



Directors and officers shall notify the Companys Chief Executive Officer and employees who are not directors or officers shall notify
their immediate supervisor of the existence of any actual or potential conflict of interest.



V.Confidentiality; Protection and Proper Use of the Companys Assets



Directors, officers and employees shall maintain the confidentiality of all information entrusted to them by the Company or its suppliers, customers or other business
partners, except when disclosure is authorized by the Company or legally required.



Confidential information includes (1) information marked Confidential, Private, For Internal Use Only, or similar legends, (2) technical or scientific information relating to current and future products,
services or research, (3) business or marketing plans or projections, (4) earnings and other internal financial data, (5) personnel information, (6) supply and customer lists and (7) other non-public information that, if disclosed, might be of use
to the Companys competitors, or harmful to the Company or its suppliers, customers or other business partners.



To avoid inadvertent disclosure of confidential information, directors, officers and employees shall not discuss confidential information with or in the presence of any
unauthorized persons, including family members and friends.



Directors,
officers and employees are personally responsible for protecting those Company assets that are entrusted to them and for helping to protect the Companys assets in general.



Directors, officers and employees shall use the Companys assets for the Companys legitimate business purposes only.



61



---

VI. Fair Dealing



The Company is committed to promoting the values of honesty, integrity and fairness in the conduct of its business and sustaining a work environment that fosters mutual
respect, openness and individual integrity. Directors, officers and employees are expected to deal honestly and fairly with the Companys customers, suppliers, competitors and other third parties. To this end, directors, officers and employees
shall not:



| | make false or misleading statements to customers, suppliers or other third parties;
|- | -----------------------------------------------------------------------------------



| | make false or misleading statements about competitors;
|- | ------------------------------------------------------



| | solicit or accept from any person that does business with the Company, or offer or extend to any such person,
|- | -------------------------------------------------------------------------------------------------------------



| | cash of any amount; or
|- | ----------------------



| | gifts, gratuities, meals or entertainment that could influence or reasonably give the appearance of influencing the Companys business relationship with that person or go
beyond common courtesies usually associated with accepted business practice;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | solicit or accept any fee, commission or other compensation for referring customers to third-party vendors; or
|- | --------------------------------------------------------------------------------------------------------------



| | otherwise take unfair advantage of the Companys customers or suppliers, or other third parties, through manipulation, concealment, abuse of privileged information or any other
unfair-dealing practice.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



VII. Accurate and Timely Periodic
Reports



The Company is committed to providing investors with full, fair,
accurate, timely and understandable disclosure in the periodic reports that it is required to file. To this end, the Company shall:



| | comply with generally accepted accounting principles at all times;
|- | ------------------------------------------------------------------



| | maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | maintain books and records that accurately and fairly reflect the Companys transactions;
|- | -----------------------------------------------------------------------------------------



| | prohibit the establishment of any undisclosed or unrecorded funds or assets;
|- | ----------------------------------------------------------------------------



| | maintain a system of internal controls that will provide reasonable assurances to management that material information about the Company is made known to management, particularly
during the periods in which the Companys periodic reports are being prepared; and
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | present information in a clear and orderly manner and avoid the use of legal and financial jargon in the Companys periodic reports.
|- | ------------------------------------------------------------------------------------------------------------------------------------



VIII. Reporting and Effect of Violations



Directors and officers shall report, in person or in writing, any known or suspected
violations of laws, governmental regulations or this Code to the Companys Chief Executive Officer. Employees who are not directors or officers shall report such violations to their immediate supervisor. The Company will not allow any
retaliation against a director, officer or employee who acts in good faith in reporting any such violation.



The Companys Chief Executive Officer or his designee will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Directors, officers
and employees that violate any laws, governmental regulations or this Code will face appropriate, case specific disciplinary action, which may include demotion or discharge.



62



---

IX. Waivers



The provisions of this Code may be waived for directors or executive officers only by a resolution of the Companys independent directors. The provisions of this
Code may be waived for employees who are not directors or executive officers by the Companys Chief Executive Officer. Any waiver of this Code granted to a director or executive officer will be publicly disclosed as required by the securities
exchange or association on which the Companys securities are listed for trading. Any change in or waiver of this Code for senior financial officers will be publicly disclosed as required by the Securities Exchange Commission.



COMPLIANCE CERTIFICATE



I, Robert Garces, have read and understand the Companys Code of Business Conduct and Ethics (the  Code ). I will
adhere in all respects to the ethical standards described in the Code. I further confirm my understanding that any violation of the Code will subject me to appropriate disciplinary action, which may include demotion or discharge.



I certify to the Company that I am not in violation of the Code, unless I have noted such
violation in a signed Statement of Exceptions attached to this Compliance Certificate.



|               |  |                                                  
|-------------- |  | -------------------------------------------------
|Date           |  | December 22, 2004                                
|               | 
|Name           |  | s/s Robert Garces                                
|Title/Position |  | Chairman of the Board and Chief Executive Officer



Check one of the following:



|  |  |                                       
|- |  | --------------------------------------
| ̈ |  | A Statement of Exceptions is attached.



63



---

COMPLIANCE CERTIFICATE



I, Rita McKeown, have read and understand the Companys Code of Business Conduct and Ethics (the  Code ). I will adhere in all respects to the
ethical standards described in the Code. I further confirm my understanding that any violation of the Code will subject me to appropriate disciplinary action, which may include demotion or discharge.



I certify to the Company that I am not in violation of the Code, unless I have noted such
violation in a signed Statement of Exceptions attached to this Compliance Certificate.



|               |  |                                                         
|-------------- |  | --------------------------------------------------------
|Date           |  | December 22, 2004                                       
|               | 
|Name           |  | s/s Rita McKeown                                        
|Title/Position |  | Chief Financial Officer and Principal Accounting Officer



Check one of the following:



|    |  |                                        
|--- |  | ---------------------------------------
| ̈   |  | A Statement of Exceptions is attached. 
|X  ̈ |  | No Statement of Exceptions is attached.



64