**EXHIBIT 14.1**
**Emageon Inc.****Code of Business Ethics and Conduct**
***Responsibilities***
All Company employees, officers and directors (collectively, “Personnel”) are responsible for:
 •  Always conducting the Company’s business honestly, according to the highest professionaland ethical standards, respecting the safety of themselves and others, and with due regardfor the environment. Company Personnel will endeavor to comply with all applicablenational, state, provincial and local laws and regulations.  •  Ensuring full, fair, accurate, timely and understandable financial, and other publicreporting.  •  Doing everything reasonably and legally within their power to meet or exceed theCompany’s contractual obligations to its customers, suppliers and other business partners.  •  Avoiding situations that create an actual or perceived conflict of interest with theirresponsibilities to the Company. As a result, for example, all Personnel are prohibitedfrom making personally significant investments in, or being employed in any capacity by,customers or suppliers with which they deal on behalf of the Company (except to the extentapproved by senior management or the Board of Directors after full disclosure of theinterest). Similarly, all personnel are also prohibited from making personally significantinvestments in, or being employed in any capacity by, competitors of the Company.  •  Not accepting from or offering to any customer, subcontractor or supplier any form ofgratuity. However, if conducive to the efficient conduct of business, Company Personnel mayoffer and accept refreshments, working lunches, reasonable business-related entertainment,and token business related items, as long as they are not prohibited by applicable law orthe other company’s policies. In the case of U.S. government employees (including militarypersonnel), this means that we may provide only:
 •  Modest refreshments, such as soft drinks, coffee and doughnuts; and  •  Business-related meals, local transportation, and logo promotional items (such ascoffee mugs or pens) having a value not exceeding $20 per OCCASION (NOT per ITEM) or$50 per calendar year.
 •  Protecting all classified, proprietary, and competition-sensitive information entrustedto them, whether it belongs to the government, the Company, or a customer, subcontractor orother supplier, in accordance with prescribed procedures.  •  Respecting property belonging to others, including competitors. This applies to physicalproperty and also to intangible property, such as patents, copyrights, trade secrets andother proprietary business information.  •  Ensuring correct and accurate labor charging, expense reporting and the like.  •  Not using the Company name to endorse political, social or religious causes, or productsother than Company products, except as authorized by senior management.  •  Immediately reporting actual or suspected violations of this Code to a supervisor, theDirector of Human Resources, a member of the Company’s legal staff, or through theCompany’s Ethical and Legal Concerns Hotline. This hotline records reports for review bythe Governance Committee of the Board of Directors.  •  When in doubt about the ethics or legality of proposed action, first discussing thematter with the responsible supervisor or other person identified under the precedingbullet.
***Accountability and Enforcement***
Violations or suspected violations of this Code will be investigated, and violators will bedisciplined (which could include termination) as appropriate under the circumstances. Discipline,and any waivers of this Code, shall, as to employees, be reviewed by the Board of Directors andapproved by the Chief Executive Officer and, as to officers or directors, be approved by the Boardof Directors.