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                                                                    EXHIBIT 14.1

















                                 CODE OF ETHICS

                                       FOR

                         THE CHIEF EXECUTIVE OFFICER AND
                         THE CHIEF FINANCIAL OFFICER OF
                            JAG MEDIA HOLDINGS, INC.












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Introduction
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         The reputation and integrity of JAG Media Holdings, Inc. and its
subsidiaries (collectively referred to as the "Company") are valuable assets
that are vital to the Company's success. This Code of Ethics applies to the
Company's Chief Executive Officer (the "CEO") and Chief Financial Officer (the
"CFO"). This Code of Ethics is designed to give you - the CEO and CFO- a broad
and clear understanding of the conduct that we expect from you to protect and
enhance our reputation and integrity.

         Each employee of the Company is responsible for conducting his or her
duties in a manner that demonstrates a commitment to the highest standards of
integrity. This integrity is critical to ensure that the Company's business is
conducted in an honest and ethical manner and in compliance with all laws and
regulations. No Code of Ethics can replace the thoughtful behavior of an ethical
employee. The purpose of this Code is to focus you on areas of ethical risk,
help you recognize and deal with ethical issues, explain the mechanisms
available for you to report unethical conduct and foster a culture of honesty
and accountability. Dishonest, unethical or illegal conduct will constitute a
violation of this Code, regardless of whether such conduct is specifically
referenced herein. You have the responsibility to ask questions, seek guidance,
take all responsible steps to prevent a violation of this Code, report suspected
violations and express concerns about compliance with this Code.

This Code is based upon the following core values:
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         In all of the Company's relationships, including those with
shareholders, customers and among employees, you must demonstrate a steadfast
commitment to:

o  Honest and ethical conduct.

o  Compliance with laws, rules and regulations.

o  Avoidance of actual, potential or apparent conflicts of interest.

o  Full, fair, accurate and timely disclosure by the Company to the public.

o  Prompt internal reporting of violations of this Code.

o  Accountability for complying with this Code.

Implementation and Oversight of This Code
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         The Company's Board of Directors (the "Board") is ultimately
responsible for the implementation of this Code. The Board has designated
Stephen J. Schoepfer to be the compliance officer (the "Compliance Officer") for
the implementation and administration of this Code.


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         Questions regarding the application or interpretation of this Code are
inevitable. You should feel free to direct questions to the Compliance Officer.

         Statements in this Code to the effect that certain actions may be taken
only with the "Company's approval" mean that the Compliance Officer must give
prior written approval before the proposed action may be undertaken.

         You should read this Code in conjunction with the Company's other
policy statements, including, without limitation, the Company's Disclosure
Controls and Procedures and Insider Trading Policy.

         You will receive periodic training on the contents and importance of
this Code and related policy statements and the manner in which violations must
be reported and waivers must be requested. We will ask you to certify on an
annual basis that you are in full compliance with this Code and related policy
statements.

Requests for Waiver of Any Provision of this Code
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         You must submit any requests for a waiver of any provision of this Code
in writing to the Compliance Officer for review. Only the Board has the
authority to waive any provision of this Code. If a waiver of any provision of
this Code is granted to you, the Company must publicly disclose the nature of
the granted waiver, including any implicit waiver, your name, the date of the
waiver and any other disclosures as and to the extent required by any rule of
the Securities and Exchange Commission (the "SEC")or applicable listing
standard.

Honest and Ethical Conduct
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         One person's dishonest or unethical conduct can harm the Company's
reputation and compromise the trust that the public and our shareholders have in
the Company. For that reason, you must be familiar and comply with this Code.
Compliance with this Code - and therefore all laws and regulations - forms the
foundation of honest and ethical conduct. Accordingly, compliance with this Code
is not simply expected; it is mandatory. In addition, as leaders of the Company,
the Company expects that you will:

o  Lead by example, using your behavior as a model for others subject to this
   Code and all employees.

o  Through leadership, sustain a culture where honest and ethical conduct is
   recognized, valued and exemplified by all employees of the Company.

o  Personally lead compliance efforts through meetings with others subject to
   this Code and by monitoring compliance matters and programs.

o  Raise, and encourage others to raise, concerns and questions about ethical
   conduct and integrity.


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Compliance with Law and Regulations
-----------------------------------

         A variety of laws applies to the Company and its operations, and some
laws carry criminal penalties. These laws include, but are not limited to,
federal and state laws relating to the Company's business, including federal
environmental and occupational safety laws, and status as a public company.
Examples of criminal violations of the law include making false or misleading
disclosures in documents filed with the SEC; trading on inside information;
stealing, embezzling or misapplying the Company's funds; using threats, physical
force or other unauthorized means to collect money; making a payment for an
expressed purpose on the Company's behalf to an individual who intends to use it
for a different purpose; or making payments, whether from your funds or the
Company's funds, of cash or other items of value that are intended to influence
the judgment or actions of political candidates, government officials or
businesses in connection with any of the Company's activities. The Company must
and will report all suspected criminal violations to the appropriate authorities
for possible prosecution, and will investigate, address and report, as
appropriate, non-criminal violations.

         It is your responsibility to comply with the laws, rules and
regulations applicable to you personally and due to your status as a senior
executive of the Company. You cannot delegate that responsibility to another
person or to the Company.

Avoidance of Actual, Potential or Apparent Conflicts of Interest
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         The Company requires you to conduct your outside associations and
personal business, financial and other relationships in a manner that will avoid
any actual, potential or apparent conflict of interest between yourself and the
Company. The term "outside association" refers to any affiliation, association,
interest or employment that you have with an entity other than with the Company.
It is impractical to conceive of and set forth rules that cover all situations
in which a conflict of interest may arise. The basic factor in all conflict of
interest situations is, however, the division of loyalty or the perception of a
division of loyalty, between the Company's best interests and your interests.
Guidelines with respect to several of the more sensitive areas in which actual,
potential or apparent conflicts of interest are likely to occur are set forth
below. We emphasize, however, that the following is not an exhaustive list of
problem areas but rather a guide in applying the Company's basic conflict of
interest policy to any situation. The important criterion is adherence to the
spirit of this Code.

Business Relationships

         You may have a conflict of interest if you, a member of your immediate
family or your business partner owns or has a substantial direct or indirect
investment in an entity with which the Company has or is likely to have a
business relationship or with which the Company competes. Investments in small
amounts of the stocks or bonds of a large publicly held company should not,
without more, give rise to any conflict of interest. The question of when an
investment may become so substantial as to possibly affect or appear to affect
your judgment is largely dependent on the particular circumstances and must be
addressed on a case by case basis.


         A conflict of interest may also arise when you, a member of your
immediate family or your business partner holds a position as director, officer,
employee or partner of or consultant, broker, finder or intermediary with an
entity with which the Company has or is likely to have a business relationship
or with which the Company competes or is likely to compete. In addition, a
conflict of interest may arise if you, a member of your immediate family or your
business partner incurs significant indebtedness to an entity whose business may
be affected by your actions on behalf of the Company.



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         The Company expects that you will not discharge your Company duties and
responsibilities under circumstances that could discredit the Company, cause
unfavorable criticism of the Company or impair public confidence in the
Company's integrity. Thus, any associations, interests and business
relationships that you have that might cause you to act in ways that are not in
the best interests of the Company, or that might be perceived to cause divided
loyalties, will be permitted only with the Company's approval. In some
circumstances, a relationship will only be permitted if the proposed transaction
is competitive and/or fairly bargained for. Notwithstanding the foregoing, a
transaction between the Company and any of your outside associations will be
permitted if it is first reviewed, approved and reported in the manner
prescribed by the Board and set forth below.

Acceptance of Gifts

         You may not, without the Company's approval, accept, either directly or
indirectly, gifts, favors, entertainment or anything of more than nominal value,
as such amount will be determined from time to time by the Board, from persons
or entities with which the Company has or is likely to have a business
relationship.


Outside Activities/Employment

         Any outside association, including activities with other entities,
should not encroach on the time and attention you expected to devote to your
Company duties and responsibilities, adversely affect the quality or quantity of
your work product or entail your use of any Company assets, including its real
and personal property, or imply (without the Company's approval) the Company's
sponsorship or support. In addition, under no circumstances are you permitted to
compete with the Company or take for yourself or your family members any
business opportunity that belongs to the Company that you discover or that is
made available to you by virtue of your position with the Company. You are
prohibited from taking part in any outside employment without the Company's
prior approval.

Civic/Political Activities

         The Company supports your participation in civic, charitable and
political activities so long as such participation does not encroach on the time
and attention that you are expected to devote to Company duties and
responsibilities. You are to conduct any such activities in a manner that does
not involve the Company or its assets or create an appearance of Company
involvement or endorsement.

Reporting Procedure

         You must report promptly to the Compliance Officer the existence of any
outside association, interest, relationship or activity, as it arises, that
actually, potentially or apparently involves a conflict of interest. Failure to
report such relationships, activities and interests will be a ground for
disciplinary action.



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         The Compliance Officer will review your disclosures of any actual,
potential or apparent conflict of interest and determine the appropriate manner
by which the Company's approval or disapproval would be provided. You must
cooperate fully in the review process by providing all information that the
Compliance Officer deems necessary to its review. Company actions with respect
to the conflict of interest or potential conflict of interest will take into
account the spirit of this Code.


         You must sign annually a statement reflecting your continuing awareness
and understanding of this Code, including its conflicts of interest policy. At
the same time, you must report either the absence or presence of actual,
potential or apparent conflicts of interest.


         All interests, relationships or participation in transactions disclosed
by any employee in accordance with this policy shall be held in confidence
unless the best interests of the Company dictate otherwise.


Resolution of Conflicts

In all cases, actual, potential or apparent conflicts of interest must be
handled in an ethical manner; meaning they must be fully disclosed and
considered prior to being resolved. The Compliance Officer will handle all
questions of actual, potential or apparent conflicts of interest that involve
you. Actual, potential or apparent conflicts of interest may be resolved in the
following ways, among others:

o  In the case of an offer of a gift, including entertainment or meals, the
   appropriate resolution may be for you to accept or reject the gift.

o  Where the nature of the conflict of interest is such that you are unable to
   disclose the details thereof without breaching other confidences, you may,
   upon notice to the Board, remove yourself from all meetings, discussions and
   actions at which such conflict of interest is considered.

o  Where you can disclose the details of the conflict of interest, the
   Compliance Officer may determine the proper action on its own or in
   consultation with the Board.

o  Any outside association, interest, relationship or participation in a
   transaction that is fully disclosed in writing to, and is approved in writing
   by, the Compliance Officer shall not be deemed to involve a conflict of
   interest for purposes of this Code.

o  When it is concluded that there is an actual, apparent or potential conflict
   of interest, the Board may suspend you from all or some of your duties or
   require you to perform other duties with the Company for such period of time
   as deemed appropriate or may request that you resign from your position with
   the Company.


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o  In the event that the conflict of interest involves an outside association,
   the Company permanently cease doing business with the association.

Full, Fair, Accurate and Timely Disclosures by the Company to the Public
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         Because you participate, directly or indirectly, in the preparation of
the financial and other disclosures that the Company makes to the public,
including in its filings with the SEC or by press releases, you must, in
addition to complying with all applicable laws, rules and regulations, follow
these guidelines:

o  Act honestly, ethically and with and integrity.

o  Comply with this Code.

o  Endeavor to ensure full, fair, timely, accurate and understandable disclosure
   in the Company's filings with the SEC.

o  Through leadership, including communication, make sure that employees of the
   Company understand the Company's obligations to the public and under the law
   with respect to its disclosures, including that results are never more
   important than compliance with the law.

o  Encourage employees to raise questions and concerns regarding the Company's
   public disclosures and ensure that such questions and concerns are
   appropriately addressed.

o  Provide the Company's directors, employees, consultants and advisors involved
   in the preparation of the Company's disclosures to the public with
   information that is accurate, complete, objective, relevant, timely and
   understandable.

o  Act in good faith, responsibly, and with due care, competence and diligence,
   without misrepresenting material facts or allowing your independent judgment
   to be subordinated by others.

o  Proactively promote honest and ethical behavior among peers in your work
   environment.

o  Achieve proper and responsible use of and control over all Company assets and
   resources employed or entrusted to you.

o  Record or participate in the recording of entries in the Company's books and
   records that are accurate to the best of your knowledge.

o  Comply with the Company's disclosure controls and procedures and internal
   controls and procedures for financial reporting.



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Prompt Internal Reporting of Violations of This Code
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         If you violate or think you have violated any provision of this Code,
or if you observe, learn of, or, in good faith, suspect that another person
subject to this Code has violated any of its provisions, you must immediately
report the actual or suspected violation to the Compliance Officer, another
member of the Company's senior management or to the Board. If you report an
actual or suspected violation in good faith, you will not be subject to
retaliation of any kind. A violation of the requirement to report violations or
to cooperate in a Code investigation may result in disciplinary action.

Accountability for Complying With This Code
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         As senior executive officers of the Company, all who are subject to
this Code are responsible for complying with it and for reporting any known or
suspected violations of it. The Company recognizes that such a mandate may not
be meaningful without an accompanying provision for accountability and
discipline of violations of this Code.

         Reported violations of this Code will be investigated, addressed
promptly and treated confidentially to the extent possible. We strive to impose
discipline for each Code violation that fits the nature and particular facts of
the violation. The Company uses a system of progressive discipline. We generally
will issue warnings or letters of reprimand for less significant, first-time
violations. Violations of a more serious nature may result in suspension without
pay, demotion, loss or reduction of bonus or option awards, or any combination
of such disciplinary violations. Termination of employment generally is reserved
for violations amounting to a breach of trust, such as theft, or for cases where
a person has engaged in multiple violations.

         Violations of the Code that go unaddressed are treated by the SEC as
implicit waivers of the Code. Accordingly, any violation that is discovered and
not addressed will have to be disclosed in accordance with the rules and
regulations of the SEC or applicable listing standards. In such cases, the SEC's
rules will require disclosure of the nature of any violation, the date of the
violation and the name of the person who committed the violation. Such
disclosure would not only be harmful to the Company, but also to you either as
one who is responsible for monitoring and enforcing compliance with this Code or
as one who has violated it. In either case, depending on the nature of the
violation, you may be dismissed or your duties and responsibilities with the
Company may be changed.