Exhibit
14.1

FIRSTWAVE
TECHNOLOGIES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS

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General
Integrity To maintain and enhance Firstwave reputation for
integrity in its business, it is vital for each of us to adhere to the highest
moral, ethical and legal standards. 
Honesty and integrity are the backbone of our relationship with our
employees, stockholders, suppliers, customers and governmental
authorities.  This policy is a formal
statement of the ethical conduct and common sense standards that set the tone
for all of Firstwaves business activities. 
The standards presented are intended as guidelines and obviously cannot
cover every situation in our business environment.  Firstwave is committed to these principles of ethical business
conduct and any questionable practices should be evaluated in this light.  This Code of Business Conduct and Ethics
will be made publicly available by posting on Firstwaves web site.

Compliance with Laws and Regulations 
Compliance with the law is essential. 
While acting on behalf of Firstwave, each employee must comply with the
applicable rules and regulations of federal, state and local governments and of
appropriate public and private regulatory agencies or organizations.  Employees should not take any action on behalf
of Firstwave that they know, or should reasonably be expected to know, violates
any governmental laws, rules, or regulations.

While Firstwave does not
expect all employees to be experts in law and governmental regulations, we do
expect employees to take reasonable precautions.  When there is question or doubt regarding a particular action,
employees should obtain clarification from their managers.  In all cases, Firstwave expects a good faith
effort to follow the spirit and intent of this policy and the law.

Accounting
Principles  Firstwave will follow generally accepted
accounting principles and controls.  The
books of account, budgets and similar records must accurately reflect these
principles and controls.  All assets of
the company should be accounted for carefully and properly.  No payment of company funds shall be
approved if it is known that it will be made contrary to this policy.  The companys independent auditors will be
given access to all information necessary for them to properly conduct their
audits.

Employees are responsible
for maintaining accurate records regarding the financial and administrative
transactions of Firstwave.  To ensure
that accurate financial and administrative information is maintained, employees
should not permit or take any action that would result in the inaccurate
recording of entries in Firstwave books, records and ledgers.  No asset, fund, expenditure, or account
should be established unless it is accurately reflected in the records of
Firstwave.

Financial activities are
to be recorded in compliance with all applicable laws and accounting principles
and shall be maintained for the time period required by the Internal Revenue
Code and other applicable laws.  All
prepared financial statements and reports

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submitted to the
Securities and Exchange Commission and to the public must be full, fair,
accurate, timely and understandable.

Antitrust
and Trade Regulations  Firstwave is committed to the letter
and spirit of applicable antitrust and trade laws and regulations.  Business activities must be conducted in a
fair and equitable manner.

Under no circumstance
should an employee or an individual employed with Firstwave be party to any
agreement, collusion or concerted activity of any type involving any competitor,
customer, or any other party, that restrains trade or is in violation of the
antitrust laws and regulations designed to foster competition.  Prohibited activities include price fixing;
predatory pricing; allocation of customers; allocation of territories; group
boycotts; monopolization; price discrimination; or any attempts to engage in
such conduct.

Any discussion, action,
or transaction that may involve prohibited conduct should be avoided and any
knowledge of such conduct should be reported immediately to the General
Counsel.  Any questions about what is
permissible conduct should be raised with the General Counsel before any action
is taken.

Insider
Trading The Securities and Exchange Act prohibits
Firstwaves insiders in possession of inside information from engaging in
securities transactions.  To ensure
Firstwave is in compliance with all regulations regarding stock transactions,
Firstwave has established a separate Insider Trading Policy, which should be
carefully reviewed by employees prior to the buying or selling company stock.

Compliance
with Internal Policies and Procedures The various internal
Firstwave policies and procedures define how we conduct business and how
various business tasks are to be performed. 
To ensure our operations are conducted in a consistent and high quality
manner, employees must comply with these policies and procedures in performing
their job responsibilities.

Anti-Fraud
Policies  Employees are prohibited from engaging in any
scheme to defraud any person or organization of money, property, or the honest
services of another.  The making of any
false or fraudulent statements to a government official or concealing a
material fact from a government official is also prohibited.

Contracts
and Agreements  All contracts and agreements entered into by
Firstwave must be in compliance with all applicable laws and regulations.  Contracts with outside parties must be in
writing and should include a complete description of all obligations of the
various parties as well as details on fees. 
Firstwaves attorneys should review contracts in the negotiation stage,
prior to final approval and execution.

Use of
Funds and Assets Firstwaves funds and assets should not be
used for any unlawful or unauthorized purpose. 
The payment or receipt of bribes, kickbacks, secret commissions,
unauthorized gratuities or other unethical payments is prohibited.  The use of funds for non-company purposes is
prohibited.

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Assets (both tangible and
intangible, including but not limited to Firstwaves property, vehicles,
equipment, software, and the Firstwave Technologies, Inc. name) should only be
used for business activities.  Any
exceptions to this policy on the use of assets should be documented in writing
and approved by the General Counsel prior to the event.

Purchasing
 In general, all Firstwave purchases should be made strictly on the basis of
quality, suitability, service, price and efficiency.  Suppliers should be treated fairly and equitably.  It is the policy of Firstwave to award orders
and contracts on the basis of merit and without favoritism.  Purchases and contracts with companies owned
or controlled by employees are allowed as long as the transaction fully
complies with the conflict of interest provisions of this policy and are
entered into upon the same terms and conditions available to any other
supplier.  These purchases must also
meet all of the specified standards of quality, suitability, service, price,
and efficiency.

Employee
Expenses  All employees must comply with our policies, which
are intended to comply with all applicable Internal Revenue Code (IRC)
standards and requirements, when reporting their authorized travel,
entertainment, business, and relocation expenses.  The travel, relocation and other applicable policies are designed
to ensure compliance with the IRC standards. 
Employees are required to conform to policies when incurring and
reporting business expenses.  Any
questions or issues not specifically covered by the policies should be referred
to the Chief Financial Officer or his/her designee prior to the expense(s)
being incurred.

Gifts to
Employees  Gifts to employees from Firstwave are prohibited,
except for gifts given routinely in connection with maintaining superior
employee relations (including, by way of example, gifts in recognition of
marriage, illness, condolence, maternity, etc.), or as part of a Human
Resources-approved employee incentive program. 
The term gift may include such items as incentives, money, clothing,
consumables, entertainment, and merchandise. 
Senior management reserves the exclusive right to grant exceptions to
this policy if it can be shown that a deviation is both warranted and in the
best interests of Firstwave.

Gifts to
Outside Parties

|A. |  | Personal Gift-Giving:  Employees are generally not restricted from giving personal
  gifts to outside parties.  A personal
  gift is a gift item that does not belong to Firstwave nor was purchased
  using company funds.  Personal
  gift-giving is discouraged in those situations where Firstwave has actual or
  potential business dealings with an individual or organization.                                                                                                                  
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|B. |  | Company Gift-Giving:  Gifts given by Firstwave to an individual using corporate funds
  or assets must comply with Internal Revenue Policy on gift-giving and must be
  approved in writing by the Chief Financial Officer prior to the
  conveyance.  Any gift that exceeds
  $500 in value must have the advance written approval of the Chief Executive
  Officer, Chief Operating Officer, or Chief Financial Officer.  Employees should not use their personal
  funds to circumvent these standards.

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|C. |  | Political Gift-Giving:  The giving of gifts by Firstwave either directly or indirectly,
  including the offering or promising of value to a public official (either
  domestic or foreign) with intent to influence the public official, or as a
  result of an official act performed, or to be performed, by the public
  official is prohibited.

Communications
with Management  Firstwave is committed to keeping the lines
of communication between employees and management open.  Significant or sensitive issues
(operational, financial, personnel or other) facing Firstwave or its employees
should be promptly communicated to management.

Contact
and Communication with the Media  Firstwave will respond in
a timely, accurate, and appropriate manner to all legitimate requests for
information from the media or any other external organization, association, or
individual.  All such requests should be
referred to the Chief Operating Officer or Chief Executive Officer.  Any public announcements to the media or
other external groups will be made only by our Chief Executive Officer, Chief
Operating Officer, or Chief Financial Officer.

Advertising
and Promotions Firstwave will not engage in any unfair
competition or deceptive advertising practices.  All claims of fact made in advertising should be substantiated by
supporting data before they are made.

Political
Activities

|A. |  | Domestic: While Firstwave has a significant interest
  in many governmental issues on a local, state and national level, there are
  laws that dictate the degree of involvement of Firstwave and its employees in
  political activities.  Any proposed
  payments or transactions on behalf of or in the name of Firstwave to any
  government officials or candidates for public office or for public
  referendums must be reviewed and approved in writing by the Chief Executive
  Officer.
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|B. |  | International: 
  Firstwave may make political contributions to candidates and
  committees in certain foreign countries. 
  Prior to such contributions being made, however, approval of the
  General Counsel is required.                                                                                                                                                                                                                                                                     

Disclosure
of Confidential Information  As a publicly-owned company,
Firstwave is subject to strict securities laws regarding the dissemination of
information about the company to the public. 
In addition, the companys ability to compete depends upon our ability
to maintain confidential information. 
In addition, release of confidential information without authorization
could violate a persons right to privacy, cause Firstwave to suffer financial
loss, or create a potentially embarrassing situation.  In conversations (business and personal) employees should limit
disclosures to information which has been publicly released by the company and
should not  disclose to unauthorized
persons or entities any confidential business information regarding operations,
finances, customers, or employees. 
Moreover, Firstwave employees may not make use of such information to
further personal interests. 
Unauthorized persons and entities could include other employees and
non-employees, as well as other companies and organizations not

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specifically authorized
to receive such information.  Only
authorized Firstwave personnel (as designated by senior management) should
release information to the public.  If
there is any question as to whether information should be released, consult the
General Counsel.

Relations
with Outside Parties  Employees may personally accept
business-related gifts, provided that they are customarily employed with
ethical business practice and do not place the employee or Firstwave under any
obligation to the donor.  As used in
this section, business-related gifts are anything of value and include, but are
not limited to, normal services, cash, merchandise, travel, and
entertainment.  Business-related gifts
valued in excess of $100 are discouraged, but if received, they must be
reported in writing to the General Counsel within ten days of receipt.  If, in the sole discretion of the General
Counsel, a business gift creates or appears to create a conflict of interest,
or to any degree impairs the objective business judgment of an employee, then
the General Counsel reserves the sole and exclusive right in the case of a
tangible gift to claim the gift and the gift shall become the property of
Firstwave.

Employee
Relations We are committed to a policy of equal opportunity
and will not tolerate discrimination on the basis of race, color, national
origin, age, veteran status, disability, gender, religion, or any other
characteristic protected by law.  We
will comply with all applicable federal, state, and local laws and regulations
regarding employment practices.  We will
provide a safe and healthy work place for our employees and they will be
compensated in a fair and equitable manner.

We encourage our
employees to work diligently and to deal with our customers and suppliers with
integrity.

Each employee should
treat other employees in a humane manner without regard to race, color,
national origin, age, veteran status, disability, gender, religion, or any
other forms of discrimination.

Firstwave will provide a
work environment that is free of discrimination and harassment.  Any employee who violates Firstwaves
policies will be subject to discipline, up to and including termination.

Stockholder
Relations  Firstwave is owned by stockholders who have
invested in Firstwaves stock.  We are
accountable to them.  We are obligated
to keep them informed concerning matters affecting the company.  They deserve good corporate governance.  A key aspect of our corporate governance
structure is having our board of directors comprised primarily of independent
directors who as a result of their experience, knowledge and skill can
adequately represent the interests of stockholders and guide management.

Conflicts
of Interest  The term conflict of interest refers to any
circumstance which would cast doubt on an employees ability to act objectively
when representing Firstwaves interest. 
Employees should not use their position or association with Firstwave
for their own or their familys personal gain and should avoid situations in

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which their personal
interests (or those of their family) conflict or overlap, or appear to conflict
or overlap, with Firstwaves best interests.

Significant ownership in
a firm with which Firstwave does business could give rise to a conflict of
interest.  Moreover, an employee or
relative may not receive any kickback, bribe, substantial gift, or special
consideration as a result of any transaction or business dealings involving
Firstwave.

Business dealings with
outside firms should not result in unusual gains for those firms.  Unusual gain refers to bribes, special
fringe benefits, unusual price breaks, and other windfalls designed to
ultimately benefit either Firstwave, the employee, or both.

Some examples of
situations which could give rise to a conflict of interest are given
below.  These examples do not limit the
general scope of this policy.

| |  | Concurrent employment by Firstwave and any other business
  if such employment encroaches materially on time or attention which should be
  devoted to Firstwaves affairs.                                                                                                                                                                                                                                           
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| |  | Concurrent employment by Firstwave and any other
  business that is a present or potential competitor, customer, supplier of
  goods or services, or contractor of Firstwave or receipt of compensation from
  any such business.                                                                                                                                                                                     
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| |  | Holding of a financial interest in any present or
  potential competitor, customer, supplier, or contractor unless the business
  or enterprise in which the employee holds a financial interest is publicly
  owned and the financial interest constitutes less than 10 percent of the
  equity securities of that business or enterprise.                                                                           
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| |  | Acceptance of a membership on the Board of Directors
  or serving as a consultant or advisor to any board of any management of a
  business which is a present or potential competitor, customer, supplier, or
  contractor unless approved in writing by the Chief Executive Officer.                                                                                                                                
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | Engaging in any transaction involving Firstwave from
  which the employee can benefit, financially or otherwise, apart from regular
  compensation received in the usual course of business.  This prohibition is intended to include
  lending or borrowing of money, guaranteeing debts, or accepting gifts,
  entertainment, or favors from a present or potential competitor, customer,
  supplier, or contractor.
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| |  | Use or disclosure to a third party of any
  unpublished information obtained by an employee in connection with their
  employment for personal benefit.                                                                                                                                                                                                                                                               
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | Commission of any act which is considered illegal
  under the laws of the United States or a foreign jurisdiction when dealing on
  behalf of Firstwave.                                                                                                                                                                                                                                                              

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Each potential conflict
of interest will be considered individually, and the final decision as to the
existence of a conflict will be made by the Chief Executive Officer.

Ownership
of Computer Resources and Software  Computer programs and
routines that are developed by employees as part of their job responsibilities
are the property of Firstwave. 
Firstwave retains all rights to such software.

Some software utilized at
Firstwave is licensed by the vendor for use according to specific software
licensing agreements.  It is Firstwave
intention to comply with all requirements of software licensing agreements.  Unauthorized use, modification, or copying
of licensed software documentation by employees is prohibited.  Software that has been illegally copied or
altered is not to be used on any Firstwave computer equipment.

Reporting
Violations of the Business Conduct Policy  If employees feel
that they or another individual has violated this policy, the action must be
reported immediately to the General Counsel. 
The General Counsel will review the issue and either take action directly
or forward it to the appropriate party for investigation and ultimate
resolution.  All inquiries will be
appropriately investigated with due regard for the concerns of all involved,
and will be kept as confidential as possible given the nature of the
situation.  The results of significant
investigations will be communicated to the Chief Executive Officer.

It is Firstwaves intent
to protect innocent parties in their reporting of violations.  Employees who, in good faith, report a
suspected violation will not be subjected to retaliation as a result of their
actions.  Accordingly, no report made in
good faith to our Compliance Officer,
who shall initially be _________________, or to our Deputy Compliance Officer,
who shall initially be ___________________, will result in any adverse
employment or other action against the person making the report.  Any employee who believes that he or she has
been subjected to adverse employment or other action because of actions
relating to reporting possible violations by or affecting Firstwave should report
that belief immediately to the Compliance
Officer or Deputy Compliance Officer. 
In situations in which the reporting party is personally involved in the
violation, Firstwave will consider whether some measure of leniency in
disciplinary actions is appropriate, based on the severity of the violation and
the level of cooperation provided by the employee.

Enforcement of Code of Business Conduct and Ethics This Code of Business
Conduct and Ethics shall be enforced through consistent and prompt inquiry and
investigation by the Compliance Officer and Deputy Compliance Officer of
reported violations, with a goal of achieving comparable treatment for
infractions that they deem comparable in type or severity.  They shall employ clear and objective
enforcement standards to the extent feasible. 
As needed, the Compliance Officer and Deputy Compliance Officer may
consult with our Chief Financial Officer or outside advisors in determining
whether enforcement in particular cases should be effected though employment sanctions,
which may range from informal warnings to termination of employment or referral
for prosecution.  They shall also be
responsible for

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maintaining our
anti-retaliation policy, and may employ outside services as a means of
maintaining confidentiality, if necessary. 
If, in any case, they determine to waive the application of this Code of
Business Conduct and Ethics, Firstwave will make prompt disclosure of any such
waiver as required by law.

Compliance
Audits  While all employees are expected to abide by the
provisions of this Business Conduct policy, there will be periodic reviews made
by our auditors and others, when appropriate, to ensure that compliance is
achieved in all operations.

Actions
for Non-Compliance  All issues of non-compliance with this
policy will be reviewed and evaluated according to the circumstances and
severity of the problem.  Senior
management will take actions as it deems appropriate, which can include
disciplinary action up to and including termination, legal action, and other
measures.  Firstwave will immediately
notify The Nasdaq Stock Market of any material non-compliance of this Code of
Business Conduct and Ethics.  Any
waivers of this Code of Business Conduct and Ethics for actions by any director
or Executive Officer must be approved by the entire Board of Directors.  Any such waivers will be disclosed on a Form
8-K, or such other disclosure permitted or required by the NASD or Securities
and Exchange Commission.

Setting
the tone at the top  The Executive Officers including, but
not limited to, Chief Executive Officer, Chief Operating Officer and Chief
Financial Officer, as leaders within Firstwave, are charged with the additional
responsibility to set the tone for ethical conduct throughout Firstwave by
complying with the following:

|1. |  | Creating an environment within Firstwave in which
  compliance with this Business Conduct Policy is treated as a serious
  obligation and policy breaches will be not tolerated.                                                                                  
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|2. |  | Adhering to and promoting the best of corporate governance
  principles in exercising oversight of Firstwave.  This includes recommending updates to this policy to reflect
  evolving standards for ethical business operations and the behaviors of
  employees.
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|3. |  | Educating employees about applicable rules and
  regulations and monitoring compliance with these requirements.                                                                                                                                                   
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|4. |  | Establishing procedures for employees to report
  possible wrongdoing to senior management.                                                                                                                                                                       
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|5. |  | Reporting irregularities, deficiencies in
  Firstwaves internal controls, and violations to the Audit Committee and the
  Board of Directors.                                                                                                                    

Follow-up This Code of Business Conduct and Ethics will be
disseminated throughout Firstwave, and the Compliance Officer shall distribute
copies to serve as a reminder and to further assure compliance, at least
annually.  Managers should encourage
employees to discuss with them any questions regarding compliance with this
policy.  Employees are

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encouraged to be candid
with management if they believe there are violations of this policy, regardless
of how insignificant it may be.

Managers should review
this policy with their employees annually and discuss any indications of
unethical conduct with the Compliance Officer or Deputy Compliance Officer.

All employees are
expected to comply with this policy.

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