**Exhibit 14.1****FX REAL ESTATE AND ENTERTAINMENT INC. (the “Company”)****CODE OF BUSINESS CONDUCT AND ETHICS****Introduction**     This Code of Business Conduct and Ethics covers a wide range of business practices andprocedures. It does not cover every issue that may arise, but it sets out basic principles toguide all employees and directors of the Company. All Company employees and directors must conductthemselves accordingly and seek to avoid even the appearance of improper behavior. In appropriatecircumstances, the Code should also be provided to and followed by the Company’s agents andrepresentatives, including consultants. In the event that the Board of Directors adopts a policyspecific to any of the matters addressed in this Code, all company employees and directors aresubject to the provisions of such policy as such policy may be in effect from time to time.     If a law conflicts with a policy in this Code, the employee or director must comply with thelaw; however, if a local custom or policy conflicts with this Code, the employee or director mustcomply with the Code. If an employee or director has any questions about these conflicts, theemployee or director should ask his or her supervisor, or consult with internal or external legalcounsel, as to how to handle the situation.     Any employee or director who violates the standards in this Code will be subject todisciplinary action. *If an employee or director is in a situation that the employee or directorbelieves may violate or lead to a violation of this Code, the employee or director should followthe guidelines described in Section 14 of this Code.***1. Compliance with Laws, Rules, and Regulations**     Obeying the law, both in letter and in spirit, is the foundation on which this Company’sethical standards are built. All employees and directors must respect and obey the laws of thecities, states, and countries in which the Company operates. Although not all employees anddirectors are expected to know the details of these laws, it is important to know enough todetermine when to seek advice from supervisors, managers, or other appropriate personnel.     The Company holds information and training sessions to promote compliance with laws, rules,and regulations, including insider-trading laws.**2. Conflicts of Interest**     A “conflict of interest” exists when an individual’s private interest interferes in any way -or even appears to conflict — with the interests of the Company as a whole. A conflict situationcan arise when an employee, officer, or director takes actions or has interests that may make itdifficult to perform his or her work on behalf of the Company in an objective and effective manner.Conflicts of interest may also arise when an employee, officer, or director, or a member of his orher family, receives improper
 

 
personal benefits as a result of his or her position in the Company. Loans to, or guaranteesof obligations of, employees and their family members may create conflicts of interest.     It is almost always a conflict of interest for a Company employee to work simultaneously for acompetitor, customer, or supplier. An employee is not allowed to work for a competitor as aconsultant or board member. The best policy is to avoid any direct or indirect business connectionwith the Company’s customers, suppliers, or competitors, except on the Company’s behalf.     Conflicts of interest are prohibited as a matter of Company policy, except under guidelinesapproved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if aquestion arises, the employee or director should consult with higher levels of management, theCompany’s internal auditor or the Company’s internal legal counsel. Any employee, officer, ordirector who becomes aware of a conflict or potential conflict should bring it to the attention ofa supervisor, manager, or other appropriate personnel, or consult the procedures described inSection 14 of this Code.**3. Insider Trading**     Employees or directors who have access to confidential information are not permitted to use orshare that information for stock trading purposes or for any other purpose except the conduct ofthe Company’s business. All non-public information about the Company should be consideredconfidential information. To use non-public information for personal financial benefit or to “tip”others who might make an investment decision on the basis of this information is not only unethicalbut also illegal. In addition, the Company, may at any time, and from time to time, declare a“black-out period” during which no trading by employees in the Company’s stock may take place. Ifa question arises, the employee or director should consult the Company’s Chief Financial Officer.All employees and directors are subject to the provisions of any insider trading policy adopted bythe Board of Directors, and as may be in effect from time to time.**4. Corporate Opportunities**     Employees, officers, and directors are prohibited from taking for themselves personallyopportunities that are discovered through the use of corporate property, information, or positionwithout the consent of the Board of Directors. No employee or director may use corporate property,information, or position for improper personal gain, and no employee or director may compete withthe Company directly or indirectly. Employees, officers, and directors owe a duty to the Companyto advance its legitimate interests when the opportunity to do so arises.**5. Competition and Fair Dealing**     The Company seeks to outperform competitors fairly and honestly. The Company seekscompetitive advantages through superior performance, never through unethical or illegal businesspractices. Stealing proprietary information, possessing trade
 

 
secret information that was obtained without the owner’s consent, or inducing such disclosuresby past or present employees of other companies is prohibited. Each employee, officer, anddirector should endeavor to respect the rights of and deal fairly with the Company’s customers,suppliers, competitors, and employees. No employee, officer, or director should take unfairadvantage of anyone through manipulation, concealment, or abuse of privileged information,misrepresentation of material facts, or any other intentional unfair-dealing practice.     To maintain the Company’s valuable reputation, compliance with the Company’s quality processesand safety requirements is essential. In the context of ethics, quality requires that theCompany’s products and services meet reasonable customer expectations. All inspection and testingdocuments must be handled in accordance with all applicable regulations.     The purpose of business entertainment and gifts in a commercial setting is to create good willand sound working relationships, not to gain unfair advantage with customers. No gift orentertainment should ever be offered, given, provided, or accepted by any Company employee, familymember of an employee, or agent unless it (1) is not a cash gift, (2) is consistent with customarybusiness practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff,and (5) does not violate any laws or regulations. An employee should discuss with his or hersupervisor any gifts, proposed gifts or other benefits that the employee receives.**6. Discrimination and Harassment**     The diversity of the Company’s employees is a tremendous asset. The Company is firmlycommitted to providing equal opportunity in all aspects of employment and will not tolerate anyillegal discrimination or harassment of any kind. Examples include derogatory comments based onracial or ethnic characteristics and unwelcome sexual advances.**7. Health and Safety**     The Company strives to provide each employee with a safe and healthful work environment. Eachemployee has responsibility for maintaining a safe and healthy workplace for all employees byfollowing safety and health rules and practices and reporting accidents, injuries, and unsafeequipment, practices, or conditions.     Violence and threatening behavior are not permitted. Employees should report to work incondition to perform their duties, free from the influence of illegal drugs or alcohol. The use ofillegal drugs in the workplace will not be tolerated.**8. Record-Keeping**     The Company requires honest and accurate recording and reporting of information in order tomake responsible business decisions. For example, only the true and actual number of hours workedshould be reported.
 

 
     Many employees regularly use business expense accounts, which must be documented and recordedaccurately. If an employee is not sure whether a certain expense is legitimate, the employeeshould ask his or her supervisor or the Company’s controller. Rules and guidelines are availablefrom the Accounting Department.     All of the Company’s books, records, accounts, and financial statements must be maintained inreasonable detail, must appropriately reflect the Company’s transactions, and must conform both toapplicable legal requirements and to the Company’s system of internal controls. Unrecorded or “offthe books” funds or assets should not be maintained unless permitted by applicable law orregulation.     Business records and communications often become public, and the Company and its employeesshould avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations ofpeople and companies that can be misunderstood. This applies equally to e-mail, internal memos,and formal reports. Records should always be retained or destroyed according to the Company’srecord retention policies. In accordance with those policies, in the event of litigation orgovernmental investigation, employees or directors must consult with the Company’s Chief FinancialOfficer before taking any action because it is critical that any impropriety or possible appearanceof impropriety be avoided.**9. Confidentiality**     Employees, officers, and directors must maintain the confidentiality of confidentialinformation entrusted to them by the Company or its customers, except when disclosure is authorizedby an executive officer or required or mandated by laws or regulations. Confidential informationincludes all non-public information that might be of use to competitors or harmful to the Companyor its customers, if disclosed. It also includes information that suppliers and customers haveentrusted to us. The obligation to preserve confidential information continues even afteremployment ends.**10. Protection and Proper Use of Company Assets**     All employees, officers, and directors should endeavor to protect the Company’s assets andensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’sprofitability. Any suspected incident of fraud or theft should be immediately reported forinvestigation. Company assets should be used for legitimate business purposes and should not beused for non-Company business, though incidental personal use may be permitted.     The obligation of employees to protect the Company’s assets includes its proprietaryinformation. Proprietary information includes intellectual property, such as trade secrets,patents, trademarks, and copyrights, as well as business, marketing and service plans, engineeringand manufacturing ideas, designs, databases, records, salary information, and any unpublishedfinancial data and reports. Unauthorized use or distribution of this information would violateCompany policy. It could also be illegal and result in civil or even criminal penalties.
 

 
**11. Payments to Government Personnel**     The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly orindirectly, to officials of foreign governments or foreign political candidates in order to obtainor retain business. It is strictly prohibited to make illegal payments to government officials ofany country.     In addition, the U.S. government has a number of laws and regulations regarding businessgratuities that may be accepted by U.S. government personnel. The promise, offer, or delivery toan official or employee of the U.S. government of a gift, favor, or other gratuity in violation ofthese rules would not only violate Company policy but could also be a criminal offense. State andlocal governments, as well as foreign governments, may have similar rules.**12. Waivers of the Code of Business Conduct and Ethics**     Any waiver of this Code for executive officers or directors may be made only by the Board or aBoard committee and will be promptly disclosed to stockholders as required by law or stock exchangeregulation.**13. Reporting any Illegal or Unethical Behavior**     Employees or directors are encouraged to talk to supervisors, managers, or other appropriatepersonnel, including the Company’s legal counsel, when in doubt about the best course of action ina particular situation. Employees or directors should report any observed illegal or unethicalbehavior and any perceived violations of laws, rules, regulations, or this Code to appropriatepersonnel. It is the policy of the Company not to allow retaliation for reports of misconduct byothers made in good faith by employees or directors. Employees or directors are expected tocooperate in internal investigations of misconduct. Individuals who are uncomfortable reportingincidents of misconduct in person may also report the misconduct via the Company’s Whistle BlowerHotline at (866) 291-6625.**14. Compliance Procedures**     We must all work to ensure prompt and consistent action against violations of this Code.However, in some situations it is difficult to know right from wrong. Since we cannot anticipateevery situation that will arise, it is important that we have a way to approach a new question orproblem. These are the steps to keep in mind:**•** Make sure you have all the facts. In order to reach the rightsolutions, we must be as fully informed as possible. **•** Ask yourself: What specifically am I being asked to do? Does it seem unethical orimproper? This will enable you to focus on the specific question you are faced
 

 
  with and the alternatives you have. Use your judgment and common sense; ifsomething seems unethical or improper, it probably is. **•**  Clarify your responsibility and role. In mostsituations, there is shared responsibility. Are yourcolleagues informed? It may help to get othersinvolved and discuss the problem. **•** Discuss the problem with your supervisor. This isthe basic guidance for all situations. In manycases, your supervisor will be more knowledgeableabout the question and will appreciate being broughtinto the decision-making process. Remember that itis your supervisor’s responsibility to help solveproblems. **•** Seek help from Company resources. In the rare casewhere it may not be appropriate to discuss an issuewith your supervisor, or where you do not feelcomfortable approaching your supervisor with yourquestion, discuss it locally with your office manageror your Human Resources manager. If that also is notappropriate, call the Company’s Whistle BlowerHotline at (866) 291-6625, which will put you indirect contact with the appropriate people at Companyheadquarters. If you prefer to write, address yourconcerns to the Company’s Chief Executive Officer orChief Financial Officer. **•** You may report ethical violations in confidence andwithout fear of retaliation. If your situationrequires that your identity be kept secret, youranonymity will be protected. The Company does notpermit retaliation of any kind against employees ordirectors for good faith reports of ethicalviolations. **•** Always ask first, act later: If you are unsure ofwhat to do in any situation, seek guidance before youact.