Exhibit 14.1

**BRIAZZ, INC.Code of EthicsFOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS**

The attitude and actions of the Chief Executive Officer (the “*CEO*”),Chief Financial Officer (the “*CFO*”) and Corporate Controller of BRIAZZ, INC. (the “*Company*”)are crucial for maintaining the Company’s commitment to (i) honest and ethical conduct, (ii) full, fair, accurate, timely andunderstandable disclosure in the Company’s public reports and communications, and (iii) compliance with applicablegovernmental laws, rules and regulations.  Accordingly, the Company’s Board of Directors has developed and adopted thisCode of Ethics applicable to its CEO, CFO and Corporate Controller with the goal of promoting the highest moral, legal and ethicalstandards and conduct within the Company. 

**Honest and Ethical Conduct**

While the Company expects honest and ethical conduct in all aspects of the Company’sbusiness from all employees, the Company expects the highest possible honest and ethical conduct and integrity from the CEO, CFOand Corporate Controller.  These officers must set an example for the Company’s employees and the Company expects theseofficers to foster a culture of transparency, integrity and honesty.  Integrity requires adherence to both the form and thespirit of technical and ethical accounting standards and principles.

**Conflicts of Interest**

Service to the Company should never be subordinated to personal gain andadvantage.   If any of the CEO, CFO or Corporate Controller becomes aware that he or she is in a situation that presentsan actual or apparent conflict of interest (*i.e.*, any situation where that individual’s private interest or personalgain interferes or appears to interfere with the interests of the Company), or is concerned that an actual or apparent conflict ofinterest might develop, he or she is required to discuss the matter with the Chairman of the Audit Committee for the purpose ofdeveloping a means for the ethical handling of that situation. 

**Disclosure**

The CEO, CFO and Corporate Controller, among others, have a supervisory role with respectto the preparation of the Company’s reports and documents filed with or submitted to the Securities and Exchange Commission(the “*SEC*”) and the Company’s other public communications and are responsible for taking all stepsreasonably necessary to cause the disclosure in these reports, documents and other communications to be full, fair, accurate,timely and understandable.  Adequate supervision includes closely reviewing and critically analyzing the financial informationto be disclosed, ensuring that proper accounting controls have been applied, that transactions are properly authorized andrecorded, and that relevant records have been properly retained.  Full, fair and accurate disclosure includes the fullreporting of facts, professional judgments and opinions, whether favorable or unfavorable. 

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Each of the CEO, CFO and Corporate Controller shall promptly bring to the attention of theAudit Committee any information he or she may have concerning (i) significant deficiencies in the design or operation of internalcontrols which could adversely affect the Company’s ability to record, process, summarize and report financial data, or (ii)any fraud, whether or not material, or any actual or apparent conflicts of interest between personal and professionalrelationships, involving any management or other employees who have a significant role in the Company’s financial reporting,disclosure or internal controls. 

In the performance of their duties, the CEO, CFO and Corporate Controller are prohibitedfrom knowingly misrepresenting facts.   The CEO, CFO or Corporate Controller will be considered to have knowinglymisrepresented facts if he or she knowingly (i) makes, or permits or directs another to make, materially false or misleadingentries in financial statements or records; (ii) fails to correct materially false and misleading financial statements or records;(iii) signs, or permits another to sign, a document containing materially false and misleading information; or (iv) falselyresponds, or fails to respond, to specific inquires of the Company’s external auditors. 

The CEO, CFO and Corporate Controller are prohibited from directly or indirectly takingany action to interfere with, fraudulently influence, coerce, manipulate or mislead the Company’s independent public auditorsin the course of any audit of the Company’s financial statements or accounting books and records.

**Compliance with Law**

It is the Company’s policy to comply with all applicable laws, rules andregulations.   It is the personal responsibility of the CEO, CFO and Corporate Controller to adhere to the standards andrestrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting and auditing matters.Each of the CEO, CFO and the Corporate Controller shall promptly bring to the attention of the General Counsel and to the AuditCommittee any information he or she may have concerning evidence of a material violation of securities or other laws, rules orregulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of a violation ofthis Code of Ethics.

**Accountability**

The Board of Directors shall determine, or designate appropriate persons to determine,appropriate actions to be taken in the event of violations of this Code of Ethics by the CEO, CFO or Corporate Controller with thegoal of deterring wrongdoing and promoting accountability for adherence to this Code of Ethics.  Actions may include writtennotice, censure, demotion or re-assignment, suspension with or without pay or benefits and termination of employment.

Violations of this Code of Ethics may also constitute violations of law and may result incivil and criminal penalties for the violator, the violator’s supervisors and the Company.