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                                  EXHIBIT 14.1


                            SUPERIOR GALLERIES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS


INTRODUCTION

         References herein to "the Company" include Superior Galleries, Inc. and
each of its subsidiaries. This Code of Business Conduct and Ethics is intended
to define the Company's position on compliance with legal requirements and to
define the Company's standards of business conduct. All Company employees and
directors are expected to read and understand this Code of Business Conduct and
Ethics, uphold these standards in day-to-day activities, and comply with all
applicable policies and procedures. In any situation where this policy
references employees, it is intended that the Company's officers and directors
are subject to observing and upholding the same standards of conduct. Because
the principles described in this Code of Business Conduct and Ethics are general
in nature, you should also periodically review all applicable Company policies
and procedures and contact the Company's Chief Financial Officer (CFO) or the
individual in charge of your division (Divisional Head) if you have any
questions on this or any other Company policy. For employees working within the
Corporate Accounting and IT departments your Divisional Head is the CFO and all
other Corporate employees' Divisional Head is the Chief Operating Officer (COO).
Members of the Company's Board of Directors should consult the Chairman of the
Board in the event of a question on this policy.

         This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures. It does not cover every issue that may arise,
but it sets out basic principles to guide all directors, officers and employees
of the Company. All of our directors, officers and employees must conduct
themselves accordingly and seek to avoid even the appearance of improper
behavior.

         Nothing in this Code of Business Conduct and Ethics, in any company
policies and procedures, or in other related communications (verbal or written)
creates or implies an employment contract or term of employment.

         This Code of Business Conduct and Ethics is subject to modification.
This Code of Business Conduct and Ethics supersedes all other such codes,
policies, procedures, instructions, practices, rules or written or verbal
representations to the extent they are inconsistent.

         If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.

         Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment. If you are
in a situation which you believe may violate or lead to a violation of this
Code, follow the guidelines described in Section 14 of this Code.


1.       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. All employees must respect and
obey the laws of the cities, states and countries in which we operate. Although
not all employees are expected to know the details of these laws, it is

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important to know enough to determine when to seek advice from supervisors,
managers or other appropriate personnel.

         If requested, the Company will hold information and training sessions
to promote compliance with laws, rules and regulations, including insider
trading laws.


2.       CONFLICTS OF INTEREST

         A conflict of interest exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee, officer or
director, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest.

         It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer or supplier. You are not allowed
to work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by the Board of
Directors. Conflicts of interest may not always be clear cut, so if you have a
question, you should consult with the Company's CFO or COO. Any employee,
officer or director who becomes aware of a conflict or potential conflict should
bring it to the attention of a supervisor, manager or other appropriate
personnel or consult the procedures described in Section 14 of this Code.


3.       INSIDER TRADING

         Employees who have access to confidential information are not permitted
to use or share that information for stock trading purposes or for any other
purpose except the conduct of our business. All material non-public information
about the Company should be considered confidential information. To use
non-public information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information is not only
unethical but also illegal. In order to assist with compliance with laws against
insider trading, the Company has adopted a specific policy governing employees
trading in securities of the Company. This policy has been distributed to every
employee. If you have any questions, please consult the Company's Chief
Financial Officer.


4.       CORPORATE OPPORTUNITIES

         Employees, officers and directors may not exploit for their own
personal gain opportunities that are discovered through the use of corporate
property, information or position unless the opportunity is disclosed fully to
the Company's Board of Directors via written and dated communication sent
directly to the Chairman of the Board of Directors via registered mail or
overnight courier. The Company's Board of Directors will have 7 business days
from receipt of the aforementioned communication to consider the opportunity and
must submit in writing their decision to either decline or approve such
opportunity. Failure by the Board to respond in writing within 7 business days
of receipt of the written communication shall be deemed as an approval by the
Board for the requesting individual to move forward with the referenced
opportunity.

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5.       COMPETITION AND FAIR DEALING

         We seek to outperform our competition fairly and honestly. Stealing
proprietary information or possessing trade secret information that was obtained
without the owner's consent is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair dealing
practice.

         The purpose of business entertainment and gifts in a commercial setting
is to create goodwill and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any employee, or family member of an employee or
agent unless it: (1) is not a cash gift, (2) is consistent with customary
business practices, (3) is not excessive in value, (4) cannot be construed as a
bribe or payoff, and (5) does not violate any laws or regulations. Please
discuss with your supervisor any gifts or proposed gifts which you are not
certain are appropriate.


6.       DISCRIMINATION AND HARASSMENT

         The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.


7.       HEALTH AND SAFETY

         The Company strives to provide each employee with a safe and healthy
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.

         Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

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8.       RECORD KEEPING

         The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.

         Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or the Company's CFO.

         All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or off the books
funds or assets should not be maintained unless permitted by applicable law or
regulation.

         Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with those policies, in the event of litigation or
governmental investigation please consult the Company's CFO.


9.       CONFIDENTIALITY

         Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the CEO, COO, CFO or required by laws or regulations. Confidential
information includes all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if disclosed. It also
includes confidential information that outside parties may have entrusted to us.
The obligation to preserve confidential information continues even after
employment ends. In connection with this obligation, every employee should have
executed a confidentiality agreement when he or she began his or her employment
with the Company.


10.      PROTECTION AND PROPER USE OF COMPANY ASSETS

         Employees should endeavor to protect the Company's assets and ensure
their efficient use. Theft, carelessness, and waste have a direct impact on the
Company's profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for
non-company business, though incidental personal use may be permitted.

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


11.      PAYMENTS TO GOVERNMENT PERSONNEL

         The U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country.

         In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules. 12.
WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

         Any waiver of this Code for executive officers or directors may be made
only by the Board or a Board committee and will be promptly disclosed as
required by law or NASDAQ regulation.

13.      REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

         Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. It is the
policy of the Company not to allow retaliation for reports of misconduct by
others made in good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct.

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         Employees are referred to the Company's Whistleblower Policy, which
describes the Company's procedures for the receipt, retention, and treatment of
complaints received by the Company regarding accounting, internal accounting
controls, or auditing matters. Any employee may submit a good faith concern
regarding questionable accounting or auditing matters without fear of dismissal
or retaliation of any kind.


14.      COMPLIANCE PROCEDURES

         We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it is difficult to know if
a violation has occurred. Since we cannot anticipate every situation that will
arise, it is important that we have a way to approach a new question or problem.
These are the steps to keep in mind:

o MAKE SURE YOU HAVE ALL THE FACTS. In
order to reach the right solutions, we must be as fully informed as possible.

         o        ASK YOURSELF: WHAT SPECIFICALLY AM I BEING ASKED TO DO? DOES
                  IT SEEM UNETHICAL OR IMPROPER? This will enable you to focus
                  on the specific question you are faced with, and the
                  alternatives you have. Use your judgment and common sense; if
                  something seems unethical or improper, it probably is.

         o        CLARIFY YOUR RESPONSIBILITY AND ROLE. In most situations,
                  there is shared responsibility. Are your colleagues informed?
                  It may help to get others involved and discuss the problem.

         o        DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. This is the basic
                  guidance for all situations. In many cases, your supervisor
                  will be more knowledgeable about the question, and will
                  appreciate being brought into the decision making process.
                  Remember that it is your supervisor's responsibility to help
                  solve problems.

         o        SEEK HELP FROM COMPANY RESOURCES. In the rare case where it
                  may not be appropriate to discuss an issue with your
                  supervisor, or where you do not feel comfortable approaching
                  your supervisor with your question, discuss it with your
                  Divisional Human Resource Representative or Divisional Head.

         o        YOU MAY REPORT ETHICAL VIOLATIONS IN CONFIDENCE AND WITHOUT
                  FEAR OF RETALIATION. If your situation requires that your
                  identity be kept secret, your anonymity will be protected. The
                  Company does not permit retaliation of any kind against
                  employees for good faith reports of ethical violations.

         o        ALWAYS ASK FIRST, ACT LATER: If you are unsure of what to do
                  in any situation, seek guidance BEFORE YOU ACT.

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           CODE OF ETHICS FOR CEO, COO AND SENIOR FINANCIAL OFFICERS*


         The Company has a Code of Business Conduct and Ethics applicable to all
directors, officers and employees of the Company. The CEO, COO and all senior
financial officers, including the CFO and principal accounting officer, are
bound by the provisions set forth therein relating to ethical conduct, conflicts
of interest and compliance with law. In addition to the Code of Business Conduct
and Ethics, the CEO, COO and senior financial officers are subject to the
following additional specific policies:

                  1. The CEO, COO and all senior financial officers are
         responsible for full, fair, accurate, timely and understandable
         disclosure in the periodic reports required to be filed by the Company
         with the SEC. Accordingly, it is the responsibility of the CEO, COO and
         each senior financial officer promptly to bring to the attention of the
         Audit Committee any material information of which he or she may become
         aware that affects the disclosures made by the Company in its public
         filings or otherwise assist the Audit Committee in fulfilling its
         responsibilities.

                  2. The CEO, COO and each senior financial officer shall
         promptly bring to the attention of the Audit Committee any information
         he or she may have concerning (a) significant deficiencies in the
         design or operation of internal controls which could adversely affect
         the Company's ability to record, process, summarize and report
         financial data or (b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         Company's financial reporting, disclosures or internal controls.

                  3. The CEO, COO and each senior financial officer shall
         promptly bring to the attention of the CFO or the CEO and to the Audit
         Committee any information he or she may have concerning any violation
         of the Company's Code of Business Conduct and Ethics, including any
         actual or apparent conflicts of interest between personal and
         professional relationships, involving any management or other employees
         who have a significant role in the Company's financial reporting,
         disclosures or internal controls.

                  4. The CEO, COO and each senior financial officer shall
         promptly bring to the attention of the CFO or the CEO and to the Audit
         Committee any information he or she may have concerning evidence of a
         material violation of the securities or other laws, rules or
         regulations applicable to the Company and the operation of its
         business, by the Company or any agent thereof.

                  5. The Board of Directors shall determine, or designate
         appropriate persons to determine, appropriate actions to be taken in
         the event of violations of the Code of Business Conduct and Ethics or
         of these additional procedures by the CEO, COO and the Company's senior
         financial officers. Such actions shall be reasonably designed to deter
         wrongdoing and to promote accountability for adherence to the Code of
         Business Conduct and Ethics and to these additional procedures, and
         include written notices to the individual involved that the Board has
         determined that there has been a violation, censure by the Board,
         demotion or re-assignment of the individual involved, suspension with
         or without pay or benefits (as determined by the Board) and termination

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         of the individual's employment. In determining what action is
         appropriate in a particular case, the Board of Directors or such
         designee shall take into account all relevant information, including
         the nature and severity of the violation, whether the violation was a
         single occurrence or repeated occurrences, whether the violation
         appears to have been intentional or inadvertent, whether the individual
         in question had been advised prior to the violation as to the proper
         course of action and whether or not the individual in question had
         committed other violations in the past.