Exhibit 14.1

                              E COM VENTURES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

               ADOPTED BY THE BOARD OF DIRECTORS ON APRIL 20, 2004

The Board of Directors of E Com Ventures,  Inc. (together with its subsidiaries,
the "COMPANY") has adopted this code of ethics (this "CODE") to:

o     promote honest and ethical conduct, including fair dealing and the ethical
      handling of conflicts of interest;

o     promote full, fair, accurate, timely and understandable disclosure;

o     promote  compliance  with  applicable  laws  and  governmental  rules  and
      regulations;

o     ensure the  protection of the  Company's  legitimate  business  interests,
      including corporate  opportunities,  assets and confidential  information;
      and

o     deter wrongdoing.

All directors, officers and employees of the Company are expected to be familiar
with this Code and to adhere to those  principles  and  procedures  set forth in
this Code that apply to them.  Other  applicable  policies and procedures of the
Company are set forth in the employee  manual you  received  when you joined the
Company  and in  other  documents  setting  forth  the  Company's  policies  and
procedures that have been provided to you.

For purposes of this Code, the "Code of Ethics  Contact  Person" will be A. Mark
Young, the Company's Chief Financial Officer.

I.    HONEST AND CANDID CONDUCT

Each  director,  officer  and  employee  owes a duty to the  Company to act with
integrity.  Integrity  requires,  among other  things,  being honest and candid.
Deceit and subordination of principle are inconsistent with integrity.

Each director, officer and employee must:

o     Act  with  integrity,  including  being  honest  and  candid  while  still
      maintaining  the   confidentiality   of  information   where  required  or
      consistent with the Company's policies.


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o     Observe  both the form and  spirit  of laws  and  governmental  rules  and
      regulations, accounting standards and Company policies.

o     Adhere to a high standard of business ethics.

II.   CONFLICTS OF INTEREST

A "conflict of interest" occurs when an individual's private interest interferes
or appears  to  interfere  with the  interests  of the  Company.  A conflict  of
interest  can arise when a director,  officer or employee  takes  actions or has
interests  that  may  make it  difficult  to  perform  his or her  Company  work
objectively and effectively.  For example, a conflict of interest would arise if
a director,  officer or  employee,  or a member or his or her  family,  receives
improper  personal  benefits as a result of his or her  position in the Company.
Any material  transaction or relationship  that could  reasonably be expected to
give rise to a conflict of interest  should be discussed with the Code of Ethics
Contact Person.

Service  to the  Company  should  never be  subordinated  to  personal  gain and
advantage. Conflicts of interest should, wherever possible, be avoided.

In  particular,  clear  conflict of  interest  situations  involving  directors,
executive officers and other employees who occupy  supervisory  positions or who
have discretionary authority in dealing with any third party specified below may
include the following:

o     any significant ownership interest in any supplier or customer;

o     any consulting or employment  relationship with any customer,  supplier or
      competitor;

o     any outside business  activity that detracts from an individual's  ability
      to devote  appropriate  time and attention to his or her  responsibilities
      with the Company;

o     the  receipt of  non-nominal  gifts or  excessive  entertainment  from any
      company  with  which the  Company  has  current  or  prospective  business
      dealings;

o     being in the position of supervising, reviewing or having any influence on
      the job evaluation, pay or benefit of any immediate family member; and

o     selling  anything  to the  Company or buying  anything  from the  Company,
      except on the same terms and conditions as comparable directors,  officers
      or employees are permitted to so purchase or sell.

Such  situations  should  always be  discussed  with the Code of Ethics  Contact
Person and, if material (as  determined  by the Code of Ethics  Contact  Person)


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will be submitted to the Audit Committee (the "AUDIT COMMITTEE") of the Board of
Directors for approval.

Anything that would present a conflict for a director, officer or employee would
likely  also  present  a  conflict  if it is  related  to a member of his or her
family.

III.  DISCLOSURE

Each director, officer or employee involved in the Company's disclosure process,
including the Chief Executive  Officer and the Chief  Financial  Officer and the
senior financial and accounting  officers of each subsidiary of the Company (the
"SENIOR  FINANCIAL  OFFICERS"),  is required to be familiar with and comply with
the  Company's  disclosure  controls and  procedures  and internal  control over
financial   reporting,   to  the  extent   relevant   to  his  or  her  area  of
responsibility,  so that the Company's  public reports and documents  filed with
the Securities and Exchange  Commission  ("SEC") comply in all material respects
with the applicable  federal  securities laws and SEC rules.  In addition,  each
such person having direct or supervisory  authority  regarding these SEC filings
or the Company's other public  communications  concerning its general  business,
results,  financial  condition and prospects should,  to the extent  appropriate
within his or her area of  responsibility,  consult with other Company  officers
and employees and take other  appropriate steps regarding these disclosures with
the goal of making full, fair, accurate, timely and understandable disclosure.

Each director,  officer or employee who is involved in the Company's  disclosure
process, including without limitation the Senior Financial Officers, must:

o     Familiarize himself or herself with the disclosure requirements applicable
      to the Company as well as the business  and  financial  operations  of the
      Company.

o     Not knowingly misrepresent,  or cause others to misrepresent,  facts about
      the Company to others, whether within or outside the Company, including to
      the  Company's   independent   auditors,   governmental   regulators   and
      self-regulatory organizations.

o     Properly review and critically  analyze  proposed  disclosure for accuracy
      and completeness (or, where appropriate, delegate this task to others).

IV.   COMPLIANCE

It is the  Company's  policy  to  comply  with all  applicable  laws,  rules and
regulations.  It is the personal  responsibility  of each employee,  officer and
director  to adhere to the  standards  and  restrictions  imposed by those laws,
rules and  regulations  as well as the  Company's  employee  manuals  and policy
statements issued from time to time.


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It is against Company policy and in many  circumstances  illegal for a director,
officer or  employee  to profit  from  undisclosed  information  relating to the
Company or any other company. Any director, officer or employee may not purchase
or  sell  any of the  Company's  securities  while  in  possession  of  material
nonpublic  information relating to the Company.  Also, any director,  officer or
employee  may not  purchase or sell  securities  of any other  company  while in
possession of any material nonpublic information relating to that company.

Any  director,  officer  or  employee  who is  uncertain  about the legal  rules
involving a purchase  or sale of any Company  securities  or any  securities  in
companies  that he or she is familiar  with by virtue of his or her work for the
Company, should consult with the Code of Ethics Contact Person before making any
such purchase or sale.

No director, officer or employee of the Company (nor any person acting on behalf
of a  director,  officer or  employee)  may make,  directly or  indirectly,  any
payment to any  government  official or other  person in order to  influence  an
official act or decision or to induce an official to use his or her influence to
affect or influence a government; and

All directors, officers and employees of the Company are required to (i) prepare
accurate and verifiable business records (as defined in the policy),  (ii) never
make or conceal  false or  misleading  entries in any record of the  Company and
(iii)  maintain  complete  and  accurate  records for the time  periods they are
needed for the Company's business purposes and as required by law.

V.    REPORTING AND ACCOUNTABILITY

The Audit  Committee of the Board of Directors of the Company is responsible for
applying this Code to specific situations in which questions are presented to it
and has the authority to interpret  this Code in any particular  situation.  Any
director,  officer or employee  who becomes  aware of any  existing or potential
violation of this Code is required to notify the Code of Ethics  Contact  Person
promptly. Failure to do so is itself a violation of this Code.

Any questions  relating to how this Code should be interpreted or applied should
be  addressed  to the Code of Ethics  Contact  Person.  A  director,  officer or
employee who is unsure of whether a situation  violates this Code should discuss
the  situation  with the Code of  Ethics  Contact  Person  to  prevent  possible
misunderstandings and embarrassment at a later date.

Each director, officer or employee must:

o     Notify the Code of Ethics  Contact  Person  promptly  of any  existing  or
      potential violation of this Code.

o     Not retaliate against any other director,  officer or employee for reports
      of potential violations that are made in good faith.


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The Company will follow the following  procedure in investigating  and enforcing
this Code, and in reporting on the Code:

o     Violations and potential violations will be reported by the Code of Ethics
      Contact Person, after appropriate investigation, to the Audit Committee in
      the case of a violation or potential  violation by a director or executive
      officer  of the  Company  or the  employee's  supervisor  in the case of a
      violation by any other employee.

o     The Audit Committee or the employee's supervisor, as the case may be, will
      take all appropriate action to investigate any violations reported to them
      after appropriate investigation.

o     If the Audit Committee or the employee's  supervisor,  as the case may be,
      determines  that a violation has  occurred,  they will inform the Board of
      Directors,  in the case of a violation by a director or executive officer,
      or the Chief  Executive  Officer,  in the case of a violation by any other
      employee.

Upon being  notified that a violation has occurred,  the Audit  Committee or the
Chief  Executive  Officer,  as the case may be, will take such  disciplinary  or
preventive action as it deems appropriate,  up to and including dismissal or, in
the event of  criminal  or other  serious  violations  of law,  notification  of
appropriate governmental authorities.

From time to time,  the  Company  may waive some  provisions  of this Code.  Any
waiver of the Code for  executive  officers or  directors  of the Company may be
made only by the Board of Directors  and must be promptly  disclosed as required
by the rules of the United States  Securities  and Exchange  Commission  and the
Nasdaq  Stock  Market.  Any waiver for other  employees  may be made only by the
employee's  supervisor  or such  other  person  as is  designated  by the  Chief
Executive Officer.

VI.   CORPORATE OPPORTUNITIES

Directors,  officers  and  employees  owe a duty to the  Company to advance  the
Company's  business  interests when the opportunity to do so arises.  Directors,
officers  and  employees  are  prohibited  from taking (or  directing to a third
party) a business  opportunity  that is discovered  through the use of corporate
property,  information or position,  unless the Company has already been offered
the  opportunity and turned it down.  More  generally,  directors,  officers and
employees are prohibited from using corporate property,  information or position
for personal gain and from competing with the Company.

Sometimes the line between  personal and Company  benefits is difficult to draw,
and  sometimes  there  are  both  personal  and  Company   benefits  in  certain
activities.  Directors, officers and employees who intend to make use of Company
property  or  services  in a manner not solely  for the  benefit of the  Company
should consult beforehand with the Code of Ethics Contact Person.


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VII.  CONFIDENTIALITY

In carrying out the Company's business,  directors, officers and employees often
learn confidential or proprietary  information about the Company, its customers,
clients, suppliers, or joint venture parties. Directors,  officers and employees
must  maintain  the  confidentiality  of all  information  so entrusted to them,
except when  disclosure  is  authorized  or legally  mandated.  Confidential  or
proprietary  information of the Company,  and of other  companies,  includes any
non-public  information  that would be harmful to the relevant company or useful
or helpful to competitors if disclosed.

VIII. FAIR DEALING

We have a history of succeeding through honest business  competition.  We do not
seek competitive  advantages  through illegal or unethical  business  practices.
Each  director,  officer and  employee  should  endeavor to deal fairly with the
Company's  customers,  clients,  service providers,  suppliers,  competitors and
employees.  No  director,  officer or employee  should take unfair  advantage of
anyone  through  manipulation,  concealment,  abuse of  privileged  information,
misrepresentation of material facts, or any unfair dealing practice.

IX.   PROTECTION AND PROPER USE OF COMPANY ASSETS

All directors,  officers and employees  should protect the Company's  assets and
ensure  their  efficient  use.  All  Company  assets  should  be used  only  for
legitimate business purposes.


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