Exhibit 14.1

                                 Code of Conduct

      This Code of Conduct applies to all employees, officers, and directors of
AssuranceAmerica Corporation and its subsidiaries, ("AssuranceAmerica").
AssuranceAmerica's continued success and reputation are dependent upon each
employee, officer and director adhering to the highest ethical and legal
standards of business conduct. Set forth in this document is AssuranceAmerica's
policy with respect to the Company's standards of conduct and the obligations of
employees, officers, and directors to avoid conflicts of interest and to comply
with all laws and regulations applicable to AssuranceAmerica and its businesses.
These statements are reminders of each employee's, officer's, and director's
obligations and are neither exclusive nor exhaustive. Inevitably situations will
arise to which no reference is made in this Policy. It is expected that each
employee, officer, and director will have the sensitivity to recognize when he
or she is in a situation that raises ethical or legal questions and to seek
advice from a manager, the Corporate Compliance Officer, Chairman or the CEO.

      The general compliance standards of conduct described below are intended
to be supplemented by more detailed policies and procedures, and it is expected
that the standards of conduct and the supplementary policies and procedures will
from time to time be modified to reflect changing concerns.

      As used in this code, the term "employee" shall include directors,
officers and employees.

1.    Compliance with Laws and Regulatory Requirements

      AssuranceAmerica's policy is to operate its businesses in strict
      compliance with all laws and regulatory requirements. Under no
      circumstances shall an employee take any action on behalf of the Company
      that he or she knows or reasonably should know violates any applicable law
      or regulation. Every employee is expected to be familiar with the basic
      legal and regulatory requirements that apply to his or her duties on the
      job. Employees who need help to understand his or her legal obligations
      are expected to ask a manager or a Company attorney for instruction or
      advice.

2.    Compliance with Accounting Procedures

      All funds and other assets and all transactions of AssuranceAmerica must
      be properly documented, fully accounted for, and promptly recorded in the
      appropriate books and records in conformity with generally and statutorily
      accepted accounting principles. All payments of money, transfers of
      property, furnishing of services, and other transactions must be reflected
      in full detail in the appropriate accounting and other business records of
      AssuranceAmerica. With the exception of disbursements from petty cash
      funds, no AssuranceAmerica payments shall be made in currency.

      Managers at all levels are responsible for the completeness of the
      documentation of transactions and for ensuring that funds are spent for
      the described purposes.

      Employees are required to make full disclosure of all relevant information
      to and otherwise fully cooperate with internal or external auditors and
      AssuranceAmerica's legal counsel in the course of compliance audits or
      investigations with respect to this guideline.

3.    Accuracy, Retention and Disposal of Documents and Records

      AssuranceAmerica's policy is to prepare all business records with care and
      honesty. Each AssuranceAmerica employee is responsible for the integrity
      and accuracy of the Company's documents and records, not only to comply
      with regulatory and legal requirements, but also to ensure records are
      available to support our business practices and actions. No one may alter
      or falsify information on any record or document.


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      Medical and business documents and records are retained in accordance with
      the law and AssuranceAmerica's record retention policy. Medical and
      business documents include paper documents such as letters and memos,
      computer-based information such as e-mail or computer files on disk or
      tape, and any other medium that contains information about the Company or
      its business activities. It is important to retain and destroy records
      only according to the Company's policy. Employees must not tamper with
      records, nor remove or destroy them prior to the specified destruction
      date.

4.    Full, Fair and Accurate Public Disclosure.

      AssuranceAmerica applies the highest ethical standards in its financial
      and non-financial public reporting and follows all applicable Securities
      and Exchange Commission, Nasdaq, and other standards and rules regarding
      reporting. All employees are responsible for full, fair, accurate, timely
      and understandable disclosure in reports and documents that the Company
      files with, or submits to, the Commission and in other public
      communications made by the Company. Thus, each employee has the
      responsibility to be truthful and accurate in his/her accounting and
      reporting practices and to immediately report to appropriate Company
      personnel any information that he or she becomes aware of that affects
      disclosures made by AssuranceAmerica. This includes any violations of law
      or this Code of Conduct that may warrant disclosure to appropriate
      government authorities.

5.    Political Activity

      a.    Corporate Activity

            AssuranceAmerica's policy with respect to the nomination or election
            of candidates to public office is one of nonpartisanship.
            AssuranceAmerica does not support or take positions as to political
            parties. AssuranceAmerica also realizes how important it is to elect
            decent, honorable, reasonable and reflective people who support
            issues we believe are important to the welfare of our communities
            and employees. Therefore, on occasion, when laws permit, we may make
            a corporate contribution to the campaign of a candidate.

      b.    Employee Activity

            AssuranceAmerica recognizes that individual voter responsibility on
            the part of its employees may include personal financial
            contributions to the election campaigns of candidates of their
            choice. While AssuranceAmerica does not discourage such individual
            political activity or other types of campaigning support for
            candidates of their choice, all such activities are the employees'
            sole expense, no reimbursement in any form shall be made by
            AssuranceAmerica and no financial contribution by any employee to a
            governmental official or political party shall be made for the
            purposes of aiding the Company in any manner. No partisan political
            activities by employees shall be conducted on the premises or time
            of AssuranceAmerica or under any circumstances that could create the
            appearance that such activity is sponsored by AssuranceAmerica.

6.    Employment Policies

      a.    Non-Discrimination

            AssuranceAmerica's policy is to select, develop, promote and
            compensate employees based on their abilities, qualifications and
            performance without regard to race, color, religion, sex, sexual
            preference, age, national origin, disability or veteran status.

      b.    Harassment

            It is AssuranceAmerica's policy to provide employees with a work
            environment that is free from conduct that harasses, disrupts or
            interferes with an individual's performance or which creates an
            intimidating, offensive or hostile


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            environment. This policy applies to all employees, job applicants,
            customers, clients, vendors, agents of our Company, or anyone else
            associated with AssuranceAmerica.

            It is AssuranceAmerica's policy to provide employees with a
            workplace free from any form of sexual harassment. All employees are
            individually and collectively responsible to help assure that
            harassment of any type or nature does not exist and is not condoned
            in the workplace. If an employee is subjected to harassment or
            witnesses any type of workplace harassment, it is the employee's
            responsibility to report the incident to management as quickly as
            possible. AssuranceAmerica will not tolerate retaliation against an
            employee for filing a complaint.

      c.    Workplace Violence

            Incidents of workplace violence are considered harassment and are
            not tolerated by the Company. Workplace violence includes but is not
            limited to robbery and other commercial crimes, stalking cases,
            violence directed at an employee or the employer, terrorism and hate
            crimes committed by current or former employees. As part of
            AssuranceAmerica's commitment to a safe workplace for our employees,
            we prohibit employees from possessing firearms, other weapons,
            explosive devices or other dangerous materials on AssuranceAmerica
            premises.

      d.    Substance Abuse

            AssuranceAmerica is committed to an alcohol and drug-free work
            environment. All employees must report for work free of the
            influence of alcohol and illegal drugs. Reporting to work under the
            influence of any illegal drug or alcohol; having an illegal drug in
            an employee's system; or using, possessing or selling illegal drugs
            while on Company work time or property is prohibited.
            AssuranceAmerica may use drug testing as a means of enforcing this
            policy.

            It is also recognized that individuals may be taking prescription or
            over-the-counter drugs, which could impair judgment or other skills
            required in job performance. If an employee has questions about the
            effect of such medication on his/her performance, the employee
            should consult his/her physician. If an employee observes an
            individual who appears to be impaired in the performance of his or
            her job, the employee must consult a supervisor or manager.

      e.    Electronic Communications

            All electronic media and services provided by the Company are
            Company property, and their purpose is to facilitate Company
            business. Employees using the Company's electronic media such as
            email or voicemail are creating Company documents using a Company
            asset. These documents are not private and may be accessed, deleted
            or moved by Company management or their designated representatives
            or parties outside of the Company, under the appropriate
            circumstances.

            Electronic media may not be used for knowingly transmitting,
            retrieving or storing of any communications which are: (1) of a
            discriminatory or harassing nature, (2) derogatory to any individual
            or group, (3) obscene or X-rated communications, (4) of a defamatory
            or threatening nature, (5) for "chain letters," or (6) for any other
            purpose which is illegal, against Company policy or contrary to the
            Company's interest.

            Electronic media and services are for Company business use. On a
            limited basis, occasional or incidental use of electronic media
            (sending or receiving) for personal, non-business purposes is
            acceptable provided the above restrictions are not violated.
            However, employees need to demonstrate a sense of responsibility and
            may not abuse the privilege.

      Individual managers have direct responsibility for implementing the above
      Employment Policies and communicating them to their employees. Any
      questions regarding the Company's employment practices policies should be
      directed to the Company's Chief Financial Officer.


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7.    Insider Trading

      No person affiliated with AssuranceAmerica may directly or indirectly
      effect securities transactions on the basis of "material insider
      information" until that information has been fully disseminated to the
      public. "Material insider information" is any information about the
      Company or another issuer that is not generally known to the public, and
      which could affect a decision to buy, sell or hold the stock of the
      Company or such other issuer. In addition, disclosure of such "material
      insider information" to persons outside the Company is strictly forbidden.
      Any officer seeking to sell stock shall clear such transaction with the
      Chief Financial Officer.

8.    Copyrights

      AssuranceAmerica employees may only use copyrighted materials pursuant to
      the Company's policy on such matters. Anyone obtaining access to other
      companies' or individuals' materials, whether in electronic or any other
      medium, must respect all copyrights and may not compile, retrieve, modify,
      forward or use copyrighted materials except as permitted by the copyright
      owner.

9.    Customer Information

      AssuranceAmerica customers have the right to expect that their privacy
      will be protected and that specific information will only be released to
      authorized persons. AssuranceAmerica is committed to maintaining the
      confidentiality of customer information. Disclosure of patient/customer
      information to any unauthorized person is expressly forbidden. All
      customer information shall be retained in accordance with the law and
      AssuranceAmerica's applicable record retention policies.

10.   Confidentiality

      AssuranceAmerica and its employees will treat all trade secrets and
      proprietary information as confidential. Trade secrets and confidential
      information are not to be released, published, revealed, or disclosed,
      directly or indirectly, to any other person outside of AssuranceAmerica
      except as specifically authorized by the Company and needed to further the
      Company's interests. The Company's confidential information must never be
      transmitted, sent or forwarded to other employees inside the Company who
      do not have a legitimate need and authorization to know the information.

      If an employee's relationship with AssuranceAmerica ends for any reason,
      the employee is still bound to maintain the confidentiality of the
      information viewed during employment.

11.   Antitrust Laws

      AssuranceAmerica competes vigorously but fairly within the industries in
      which it operates and complies with all applicable antitrust laws and
      regulations. Agreements with any competitors regarding pricing, terms or
      conditions of sale or to restrain competition in other ways, such as by
      allocating products, markets, territories or customers, are strictly
      forbidden.

12.   Conflicts of Interest

      It is AssuranceAmerica's policy that no employee shall maintain any
      relationship, activity, or ownership interest that might create a conflict
      between his or her personal interests and the business interests of
      AssuranceAmerica. Each employee is expected to adhere to a strict standard
      of loyalty and ethics in avoiding such situations that might be thought to
      influence her or his actions or prejudice her or his judgment in handling
      AssuranceAmerica's business. Implicit in such standard is the obligation
      to make prompt and full disclosure of any potential conflict of interest.

      All exempt, salaried personnel are expected to apply all of their ability
      and, except in the case of outside directors and part-time employees, all
      of their working effort to furthering the business interests of the
      Company. Honesty and integrity must characterize every employee's business
      activities and unscrupulous or illegal dealings of any kind are not
      permitted.


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      The potential for conflicts of interest is greatest for employees whose
      jobs involve decisions for AssuranceAmerica in its dealings with third
      parties.

Examples

      The facts in each situation will determine whether a particular interest
      constitutes a potential conflict. The following examples are not exclusive
      and are intended to suggest situations that would be considered conflicts.

      a.    Personal Investments

            (i)   Ownership direct or indirect, which includes ownership by
                  members of an employee's family or by a trust of which an
                  employee or any member of her or his family is a beneficiary,
                  of a financial interest (including potential interests, such
                  as stock options) in any business organization that is a
                  competitor of AssuranceAmerica or that does or seeks to do
                  business with AssuranceAmerica except (i) where such interest
                  has been fully disclosed in writing to the appropriate officer
                  of AssuranceAmerica and it has been determined that the
                  employee's duties with AssuranceAmerica will not require her
                  or him to make decisions that could be influenced by such
                  interest or (ii) where the interest is insubstantial with
                  reference both to the outside concern and to the individual
                  employee's financial position, as, for example, ownership of
                  an insubstantial interest in the securities of a publicly held
                  corporation regularly traded on the open market.

            (ii)  A significant ownership interest in any company whose product
                  market is likely to be an area of expansion for
                  AssuranceAmerica.

      b.    Business with Family Members

            Conducting business on behalf of AssuranceAmerica with a member of
            the employee's family or a business organization with which a member
            of the employee's family has an association that could be construed
            as significant in terms of a potential conflict of interest, unless
            such business dealings have been disclosed in writing to the
            appropriate President & CEO or Chairman of AssuranceAmerica and it
            has been determined that the employee's duties with AssuranceAmerica
            will not require her or him to make decisions that could be
            influenced by such interest.

      c.    Employment/Other Outside Interests

            (i)   Employment by, or rendering advice or consulting services to,
                  any business organization that does or seeks to do business
                  with or is a competitor of, AssuranceAmerica, except as a
                  representative of AssuranceAmerica with the written approval
                  of AssuranceAmerica's President & CEO or Chairman.

            (ii)  Except in the case of outside directors and part-time
                  employees, ownership, operating interest, and/or employment in
                  another commercial enterprise that would tend to demand time
                  and attention to an extent detrimental to an employee's
                  application of all of his or her ability and effort to his or
                  her AssuranceAmerica assignment.

      d.    Outside Business Directorships

            Except in the case of outside directors, serving as an officer,
            director or general partner of any outside business organization
            other than a family business not in competition with
            AssuranceAmerica, except with the written approval of
            AssuranceAmerica's CEO.


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      e.    Gifts

            Acceptance of cash or a cash equivalent or of any gift or discount
            of more than token value, or of any entertainment, travel or other
            favors that go beyond common courtesies usually associated with
            accepted business practices, or of any fee, commission or payment of
            any nature from any regulatory agency, or any person or business
            organization that is a competitor of AssuranceAmerica or that does
            or seeks to do business with AssuranceAmerica or the acceptance of
            anything of value in exchange for referring third parties to any
            such person or business organization.

      f.    Property Interests

            Purchasing, leasing or having any interest in land, buildings,
            equipment or any other real or personal property with knowledge that
            AssuranceAmerica has an active or potential business interest in
            such property. This would include obtaining a share or other
            interest in another company, whether privately or publicly held,
            knowing that AssuranceAmerica is contemplating its acquisition.

      g.    Confidential Information

            (i)   Use of confidential or proprietary AssuranceAmerica
                  information, trade secrets, knowledge or data for personal
                  profit or advantage.

            (ii)  The performance of consulting services that may entail the
                  release of AssuranceAmerica's secrets, methods, operations or
                  plans to any other company or individual.

      h.    General

            Other situations that may reasonably be thought to place an
            employee's personal financial interest in conflict with
            AssuranceAmerica's interest.

      i.    Reporting Conflicts of Interest

            AssuranceAmerica employees are required to disclose to the Company
            all possible conflicts of interest so that the Company can determine
            whether a conflict of interest exists and, if so, the appropriate
            corrective action.

            Whenever a conflict of interest exists or may possibly exist and is
            not promptly eliminated, full disclosure of all relevant facts and
            circumstances must be made to the employee's immediate supervisor,
            who will transmit the information to the CEO. It shall be the
            responsibility of the CEO to see that any necessary corrective
            action is taken.

            Each situation disclosed will be handled to the extent possible on a
            confidential basis. Any decision as to corrective action will take
            into account the nature and relative significance of the conflict of
            interest, how it arose, the importance of the transactions involved,
            and the scope of the employee's responsibilities. If family holdings
            or activities are involved, consideration will also be given to the
            closeness of the personal relationship between the employee and the
            related individuals.

13.   Reporting Violations and Communicating Concerns

      As part of its commitment to ethical and legal behavior, AssuranceAmerica
      requires its employees to report to AssuranceAmerica any actual or
      apparent violations of law or ethical standards and any questionable
      accounting or auditing matters so that they may be investigated and dealt
      with appropriately. This obligation extends to any instance where an
      employee suspects, but is uncertain whether, a violation may be occurring.
      Failure to comply with this duty to come forward is a violation of policy
      and can result in serious disciplinary action, including possible
      termination of employment.

      To obtain guidance on a Code of Conduct or Compliance Plan issue or to
      report a suspected violation, employees may choose from several options.
      Employees should first speak with his or her supervisor. If the employee
      feels uncomfortable talking


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      with his or her supervisor, the employee should speak with higher
      management. If the employee also feels uncomfortable discussing the matter
      with higher level management, the employee should contact the Chairman or
      CEO.

      All reports of possible misconduct or wrongdoing will be handled in a
      manner that protects the privacy of the individual reporting the matter to
      the greatest extent possible. There will be no retribution for anyone
      solely on the basis that he or she reported what he or she reasonably
      believed to be an act of wrongdoing, a violation of the Code of Conduct or
      Compliance Plan, or a questionable accounting or audit matter. Any
      employee who deliberately makes a false accusation will be subject to
      discipline.

14.   Waivers of the Code

      Any waiver of the provisions of the Code of Conduct for employees requires
      the written approval from an executive officer. Any waiver for executive
      officers or directors requires the approval of the Board of Directors.

15.   Enforcement

      AssuranceAmerica's CEO is responsible for overseeing the fair, prompt and
      consistent enforcement of this Code of Conduct, including the
      investigation of possible violations and the undertaking of remedial
      actions.

16.   Sanctions

      AssuranceAmerica has a long-standing commitment to conduct all business
      activities with the highest ethical standards. Accordingly, this Code of
      Conduct is important to the Company and must be taken seriously.
      Violations of the Code of Conduct will not be tolerated and will result in
      disciplinary action. Depending on the nature of the violation involved,
      violation of the Code of Conduct may also result in civil or criminal
      legal enforcement actions.


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