**Exhibit14.1**
|                          |   | **Human Resources  Policies & Procedures** |   | **Applies  to**

** **

**RSC**

** **

**Restaurant  Hourly**

** **

**Field  Exempt**

** **

**RMF** |                

 

      X      

 

      X      

 

      X      

 

      X       |
|--------------------------|--------|------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Section 3—Legal** |

 
| **CODE OF ETHICS** | **Effective  Date   02/07/07** |
|--------------------|------------------------------------------|

 

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**PURPOSE**

To ensure that allemployees within the company, act in accordance with the letter and spirit offederal, state, and local laws and company policy.

**POLICY**

Real Mex Restaurants,Inc. will comply with all applicable laws and regulations and expects its directors,officers, and employees to conduct business in accordance with the letter andspirit of relevant laws and refrain from dishonest or unethical conduct.

Employees shall, duringboth working and nonworking hours, act in a manner which will inspire publictrust in their integrity, impartially and devotion to the best interests of thecompany, its customers, and the general public at large.

To ensure ethical andimpartial business, it is prohibited for employees to:

1. Offer, accept orsolicit money, property, service or other items of value by way of gift, favor,inducement, or loan. The only exception to this standard would be a gift with avalue of no more than $100 individually and no more than $200 over a rolling 12 monthperiod.

2. Use their position tosecure special advantage in business, personal gain, or other benefit derivedfrom such relationship

3. Use any company-ownedfacility, building, equipment, asset, or materials for their personal use or benefit,or for the personal use or benefit of any other individual without the consent ofthe Department Head/Supervisor. No employee shall have authorized possession ofcompany property.

4. Invest or hold afinancial interest, directly or indirectly, in any business entity, transactionor business endeavor that would create a potential or real conflict between theemployee’s self interest and the company’s best interest.

There are a number ofpolicies in the company’s Human Resources Policies and Procedures Manual thatare intended to provide further clarification and guidance with respect toemployee conduct and behavior. These include, but are not limited to Conflicton Interest (Section 3, Policy 3), Standards of Conduct (Section 7, Policy 2),Confidentiality (Section 7, Policy 11), etc. Since it is impossible to haverules that govern all conduct or situations that may occur, it is importantthat all employees be mindful that the use of good judgment, based on highethical principles, will be

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the guide with respect toacceptable conduct. If a situation arises where an employee first becomes awareof a situation that poses an ethical quandary or potential conflict ofinterest, the matter must be disclosed to the immediate supervisor and/or theDepartment Head. The Department Head shall immediately inform the Senior VicePresident of Human Resources for the purpose of precluding any real or apparentconflict of interest.

Employees who becomeaware of a situation that could potentially violate a federal, state, or locallaw, or company policy, have an obligation to report the conduct or indecent totheir supervisor, any person within the chain of command, or the humanresources department by calling the Talk With Us Helpline at 1-800-735-3501,extension 6021. No employee will be subject to any type of retaliation forreporting possible misconduct. However, reporting possible misconduct of othersdoes not excuse the employees own misconduct or poor performance.

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