Exhibit
14.1





AMERICAN
CARESOURCE HOLDINGS, INC.


CODE
OF BUSINESS CONDUCT AND ETHICS


(as
adopted on April 17, 2008)





The
reputation of American CareSource Holdings, Inc. (the “Company”) is a priceless
asset that each employee is responsible for maintaining. The Company has adopted
this Code of Business Conduct and Ethics (this “Code”) as a guide for the
personal business ethics of all of its Directors, officers and employees to help
in the recognition and management of ethical issues as well as to provide
mechanisms to report unethical conduct and to foster a culture of honesty,
integrity and accountability. Adherence to the standards contained in this Code
will help to ensure that decisions reflect care for all of the Company’s
stockholders. The Code is also applicable to and should be followed by the
Company’s agents and representatives including consultants.





The
fundamental principle that underlies the way the Company operates its business
is good judgment. This Code is intended as an overview of the Company’s guiding
legal and ethical parameters in judgment and not as a restatement of the
Company’s policies and procedures. This Code cannot and is not intended to cover
every applicable law or to provide answers to all questions that might arise;
for that the Company ultimately must rely on each Director’s and employee’s good
sense of what is right including a sense of when it is proper to seek guidance
from others on the appropriate course of conduct. Because the Company’s business
depends upon its reputation and on the integrity and principled business conduct
of its Directors, officers and employees, in many instances this Code goes
beyond the requirements of the law. The Code embodies such rules regarding
individual and peer responsibilities as well as responsibilities to employees,
customers, suppliers, stockholders, the public and other stakeholders and
includes:





•
            prohibiting
      conflicts of interest (including protecting corporate
      opportunities);





•
            protecting
      the Company’s confidential and proprietary
  information;





•
            treating
      the Company’s employees, customers, suppliers and competitors
      fairly;





•
            protection
      and proper use of Company assets;





•
            compliance
      with laws, rules and regulations (including insider trading
      laws);





•
            encouraging
      the reporting of any unlawful or unethical
  behavior.





Since no
code or policy can anticipate every situation that may arise, employees are
encouraged to bring questions about particular circumstances that may implicate
one or more of the provisions of this Code to the attention of the Chair of the
Governance and Nominations Committee, who may consult with inside or outside
legal counsel as appropriate.





This Code
is a statement of goals and expectations for individual and business conduct and
is not intended to and does not in any way constitute an employment contract or
assurance of continued employment and does not create any rights in any
employee, stockholder or other person or entity.









It is the
obligation of each and every Director, officer and employee of the Company to
become familiar with the goals and policies of the Company and to integrate them
into every aspect of the business. The Company’s standard has been and will
continue to be that of the highest ethical conduct. Each Director, officer and
employee must comply with the letter and spirit of this Code. Those who violate
the standards in this Code will be subject to disciplinary action.





A.
            Maintain
      Fiduciary Duties





Directors
and officers must be loyal to the Company and must act at all times in the best
interest of the Company and its stockholders and subordinate their own
self-interest. Directors and officers should never use their position to make a
personal profit. Directors and officers must perform their duties in good faith,
with sound business judgment and with the care of a prudent person.





B.
            Conflicts
      of Interest





All
Directors, officers and employees owe a duty of loyalty to the Company and must
avoid any business, financial or other direct or indirect interests or
relationships which conflict with or which divide his or her loyalty to the
Company. A “conflict of interest” occurs when the private interest of a
Director, officer or employee interferes in any way, or appears to interfere,
with the interests of the Company as a whole. Conflicts of interest also arise
when a Director, officer or employee, or a member of his or her family,receives
improper personal benefits as a result of his or her position with the Company.
Any activity which even appears to present such a conflict must be avoided or
terminated unless, after disclosure to the Chair of the Governance and
Nominations Committee and the Chairman of the Board, it is determined that the
activity is not harmful to the Company or otherwise improper.





Conflicts
of interest may not always be obvious. This Code does not attempt to describe
all possible conflicts of interest which could develop and, as such, those
suspecting a conflict of interest should bring it to the attention of a
supervisor, manager or other appropriate personnel. Some of the more common
conflicts are set out below.





•
            Interest in other
      businesses. Employees and members of their families must avoid
      direct or indirect financial relationships with other businesses that
      could cause divided loyalties. This does not mean that family members are
      precluded from being employed by one of the Company’s customers,
      competitors or suppliers but that employees must avoid conducting Company
      business with members of their families or others with whom they have a
      significant personal relationship unless they have prior authorization
      from the Company.





•
            Relationship of Company with
      third-parties.Directors, officers and employees may not engage in
      any conduct or activities that are inconsistent with the Company’s best
      interests or that disrupt or impair the Company’s relationship with any
      person or entity with which the Company has or proposes to enter into a
      business or contractual relationship. Ownership of or an interest in a
      competitor or in a business with which the Company has or is contemplating
      a relationship may be a conflict of
interest.




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•
            Investments in public
      companies. Passive investments of not more than one percent of the
      total outstanding shares of companies listed on a national securities
      exchange are permitted without the Company’s approval provided that the
      investment is not so large financially either in absolute dollars or
      percentage of the individual’s total investment portfolio that it creates
      the appearance of a conflict of interest. Any such investment must not
      involve the use of confidential “inside” or proprietary information.
      Investments in diversified publicly traded mutual funds are not deemed
      subject to these conflict of interest
  guidelines.





•
            Compensation from non-Company
      sources.Directors, officers and employees may not accept
      compensation, in any form, for services performed for the Company from any
      source other than the Company.





•
            Gifts or entertainment.Directors, officers, employees and members of their families may
      not offer, give or receive gifts or entertainment from persons or entities
      who deal with the Company in those cases where any such gift or
      entertainment is being made in order to influence the actions of a
      Director as member of the Board or the actions of an officer or employee
      in his or her position with the Company, or where acceptance of the gifts
      or entertainment would create the appearance of a conflict of interest.
      Social amenities customarily associated with legitimate business
      relationships are permissible including lunches, dinners and gifts of
      modest value.





•
            Inside information.Directors, officers and employees may not use inside information
      and must be equally careful not to make such information available to
      others who might profit from it. The law and the Company forbid employees
      from using or disclosing material, non-public information that they
      acquire during the course of their employment with the Company. Employees
      are directed to review the Company’s Insider Trading
    Policy.





C.
            Corporate
      Opportunities





A more
specific form of conflict of interest is usurpation of a corporate opportunity.
Directors, officers and employees owe a duty to the Company to advance the
Company’s legitimate interests when the opportunity to do so arises. Directors,
officers and employees are prohibited from: (a) taking for themselves personally
opportunities that are discovered through the use of corporate property,
information or their positions with the Company; (b) using the Company’s
property, information, or position for personal gain; or (c) competing with the
Company, directly or indirectly, for business opportunities, provided,
however,that if
the Company’s disinterested Directors determine that the Company will not pursue
an opportunity that relates to the Company’s business, a Director, executive
officer or employee may do so.




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D.
            Confidentiality





Directors,
officers and employees must maintain the confidentiality of information
entrusted to them by the Company or its customers, and any other confidential
information about the Company that comes to them, from whatever source, in their
capacity as Director, officer or employee, except when disclosure is authorized
or required by laws or regulations. Confidential information includes all
non-public information including the nature of the Company’s business
operations, information regarding inventions, trade secrets, etc. that might be
of use to competitors, or harmful to the Company or its customers, if disclosed.
Such information should be protected and not disclosed to outsiders and every
practicable step to preserve the Company’s confidential information should be
taken. This should include care in conducting confidential conversations in
public areas or on telephones with the potential for eavesdropping, discarding
confidential documents where they can be retrieved by others, leaving
confidential documents in unattended areas and engaging in other unsecured means
of communication.





E.
            Protection
      and Proper Use of Company Assets





All
Company assets should be used for legitimate business purposes. Directors,
officers and employees must protect the Company’s assets and ensure their
efficient use. Theft, loss, misuse, carelessness and waste of assets have a
direct impact on the Company’s profitability. Directors, officers and employees
must not use Company time, employees, supplies, equipment, tools, buildings or
other assets for personal benefit without prior authorization from the Chair of
the Governance and Nominations Committee or as part of a compensation or expense
reimbursement program available to all Directors or executive
officers.





The
obligations of employees to protect the Company’s assets includes its
proprietary information which includes intellectual property such as trade
secrets, patents, trademarks, copyrights, as well as business, marketing and
service plans, databases, records, salary information and any unpublished
financial data and reports. Unauthorized use or distribution of this information
would violate Company policy and could also be illegal and result in civil or
criminal penalties.





F.
            Competition
      and Fair Dealing





The
Company seeks to outperform its competition fairly and honestly. The Company
seeks competitive advantages through superior performance, never through
unethical or illegal business practices. Directors, officers and employees shall
deal fairly and oversee fair dealing by employees and officers with the
Company’s Directors, officers, employees, customers, suppliers and competitors.
None should take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts or any
other unfair dealing practices.





G.
            Compliance
      with Laws, Rules and Regulations





Obeying
the law, both in letter and in spirit, is the foundation on which this Company’s
ethical standards are built. Directors, officers and employees shall comply, and
oversee compliance by others, with all laws, rules and regulations applicable to
the Company. Although not all employees are expected to know the details of
these laws, it is important to know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel.




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H.
            Dealings
      with the Press and Other Outside
Entities





Since
corporations are subject to increasing public scrutiny, it is important that any
public statement that might be attributed to the Company be carefully considered
and that personal views be kept separate from Company views. For these reasons,
employees (other than designated employees) must refrain from communication with
the news media or securities analysts or investors and not speak publicly for
the Company unless specifically authorized by senior management. The name and
contact information of any party seeking information or making other inquiries
should be obtained and the Chief Executive Officer should be notified
immediately.





I.
            Use
      of the Internet and Communications
Systems





Access to
the Internet and to all Company electronic communication systems, such as
electronic mail and voice mail, are made available to employees solely for the
purpose of carrying out legitimate business of the Company and incidental use.
These systems are the property of the Company and all communications are subject
to review by appropriate and authorized Company personnel at any time. Users
have no expectation of personal privacy in their use of Company communications
systems or in information sent to or from or stored in Company communications
systems. Access to the Internet via modem puts both a user’s computer and the
entire Company-net at risk and, as such, users must use approved mechanisms,
tools and procedures for these activities. Use of Company computer resources or
communications systems for any of the following is prohibited: abusive or
otherwise objectionable language, information which is illegal or obscene,
messages which defame or libel others and use which interferes with the work of
the employee or others, including sexual or other harassment violative of
applicable laws and Company policies.





J.
            Document
      Retention and Management





Accurate
business records must be maintained, retained and stored in a consistent and
reliable manner in order to comply with the requirements of various laws as well
as to provide for effective operations. Officers and employees are expected to
become familiar with the Company’s policies regarding records
management.





K.
            Special
      Ethics Obligations for Employees with Financial Reporting
      Obligations





As a
public company, it is of critical importance that the Company’s filings with the
Securities and Exchange Commission be accurate and timely. Depending upon an
employee’s position with the Company, employees may be called upon to provide
information to assure that the Company’s public reports are complete, fair and
understandable. The Company expects that all of its personnel will take this
responsibility very seriously and will provide prompt and accurate answers to
inquiries related to the Company’s public disclosure requirements.




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The
Finance Department bears a special responsibility for promoting integrity
throughout the organization with responsibilities to stakeholders both inside
and outside of the Company. The Chief Executive Officer and Finance Department
personnel have a special role both to adhere to these principles themselves and
also to ensure that a culture exists throughout the Company as a whole that
ensures the fair and timely reporting of the Company’s financial results and
condition.





Due to
these special roles, the Chief Executive Officer and each of the members of the
Finance Department are bound by the following Financial Code of Ethics and by
accepting the Code of Business Conduct and Ethics, each agrees that he or she
will:





•
            act
      with honesty and integrity, avoiding actual or apparent conflicts of
      interest in personal and professional
  relationships;





•
            provide
      information that is accurate, complete, objective, relevant, timely and
      understandable to ensure full, fair, accurate, timely and understandable
      disclosure in reports and documents that the Company files with, or
      submits to, government agencies and in other public
      communications;





•
            comply
      with rules and regulations of federal, state and local governments and
      other appropriate private and public regulatory
  agencies;





•
            act
      in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting or omitting material facts or allowing one’s
      independent judgment to be
subordinated;





•
            respect
      the confidentiality of information acquired in the course of one’s work
      except when authorized or otherwise legally obligated to
      disclose;





•
            share
      knowledge and maintain skills important and relevant to stakeholders’
      needs;





•
            proactively
      promote and be an example of ethical behavior as a responsible partner
      among subordinates and peers;





•
            achieve
      responsible use of and control over all assets and resources employed or
      entrusted;





•
            not
      unduly or fraudulently influence, coerce, manipulate or mislead any
      authorized audit or interfere with any auditor engaged in the performance
      of an internal or independent audit of the Company’s financial statements
      or accounting books and records;





•
            promptly
      report to the Chair of the Audit Committee any conduct that the individual
      believes to be a violation of law or business ethics or of any provision
      of this Code including any transaction or relationship that reasonably
      could be expected to give rise to such a
  conflict.




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Violations
of this Financial Officer Code of Ethics, including failures to report potential
violations by others, will be viewed as a severe disciplinary matter that may
result in personnel action, including termination of employment. Anyone
believing that a violation of the Financial Officer Code of Ethics has occurred
should contact the Chair of the Audit Committee via email or regular mail to the
Company’s principal offices.





L.
            Amendments
      to and/or Waivers of the Code of Business Conduct and
    Ethics





Any
amendment to this Code may be made only by the Board and shall be disclosed
promptly to the stockholders of the Company. Any waiver of this Code as to the
actions of Directors and officers may be made only by the Board and shall be
disclosed promptly to the stockholders of the Company.





M.
            Encouraging
      the Reporting of any Illegal or Unethical
  Behavior





The
Company encourages employees to talk to supervisors, managers and other
appropriate personnel when in doubt about the best course of action in a
particular situation and encourages Directors, officers and employees to report
any suspected violations of laws, rules or regulations or of this Code promptly
to appropriate personnel or directly to the Chair of the Governance and
Nominations Committee. The Company will not permit retaliation for reports made
in good faith.





Violations
will be investigated by the Governance and Nominations Committee or by the Board
or by a person or persons designated by the Board and appropriate action will be
taken in the event of any violations of this Code.





A failure
by any Director, officer or employee to comply with the laws or regulations
governing the Company’s business, this Code or any other Company policy or
requirement may result in disciplinary action, and, if warranted, legal
proceedings.






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