Exhibit 10.1


Bidz.com,
Inc.


CODE
OF CONDUCT


Introduction


This
Code of Conduct 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 the directors, officers, and employees
of the Company.  All Company directors,
officers, and employees should conduct themselves accordingly and seek to avoid
even the appearance of improper behavior in any way relating to the Company.  In appropriate circumstances, this Code
should also be provided to and followed by the Company’s agents and
representatives, including consultants.


Any
director or officer who has any questions about this Code should consult with
the Chief Executive Officer, the Chief Financial Officer, or legal counsel as
appropriate in the circumstances.  If an
employee has any questions about this Code, the employee should ask his or her
supervisor how to handle the situation.


Scope of
Code.


This Code is intended to
deter wrongdoing and to promote the following:


·                  honest and
ethical conduct, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships;


·                  full, fair,
accurate, timely, and understandable disclosure in reports and documents the
Company files with, or submits to, the Securities and Exchange Commission (the “SEC”)
and in other communications made by the Company;


·                  compliance with
applicable governmental laws, rules, and regulations;


·                  the prompt
internal reporting of violations of this Code to the appropriate person or
persons identified in this Code;


·                  accountability
for adherence to this Code; and


·                  adherence to a
high standard of business ethics.


1.                                      Compliance
with Laws, Rules, and Regulations


Obeying the law, both in
letter and in spirit, is the foundation on which the Company’s ethical
standards are built.  All directors,
officers, and employees should respect and obey all laws, rules, and
regulations applicable to the business and operations 











of the
Company.  Although directors, officers,
and employees are not expected to know all of the details of these laws, rules,
and regulations, it is important to know enough to determine when to seek
advice from supervisors, managers, officers or other appropriate Company
personnel.


2.                                      Conflicts
of Interest


A “conflict of interest”
exists when an individual’s private interest interferes in any way — or even
appears to conflict — with the interests of the Company.  A conflict of interest situation can arise
when a director, officer, or employee takes actions or has interests that may
make it difficult to perform his or her work on behalf of the Company in an
objective and effective manner. 
Conflicts of interest may 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.  Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest.


Service to the Company
should never be subordinated to personal gain or advantage.  Conflicts of interest, whenever possible,
should be avoided.  In particular, clear
conflict of interest situations involving directors, officers, and employees
who occupy supervisory positions or who have discretionary authority in dealing
with any third party may include the following:


·                  any significant
ownership interest in any supplier or customer;


·                  any consulting
or employment relationship with any customer, supplier, or competitor;


·                  any outside
business activity that detracts from an individual’s ability to devote
appropriate time and attention to his or her responsibilities to the Company;


·                  the receipt of
non-nominal gifts or excessive entertainment from any organization with which
the Company has current or prospective business dealings;


·                  being in the
position of supervising, reviewing, or having any influence on the job
evaluation, pay, or benefit of any family member; and


·                  selling anything
to the Company or buying anything from the Company, except on the same terms
and conditions as comparable directors, officers, or employees are permitted to
so purchase or sell.


It is almost always a
conflict of interest for a Company officer or employee to work simultaneously
for a competitor, customer, or supplier. 
No officer or employee may work for a competitor as a consultant or
board member.  The best policy is to
avoid any direct or indirect business connection with the Company’s customers,
suppliers, and competitors, except on the Company’s 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 and further review and discussions may be
appropriate.  Any director or officer who
becomes aware of a conflict or potential conflict should bring it to the
attention of the Chief Executive Officer, the Chief Financial Officer, or legal
counsel as appropriate in the circumstances. 
Any employee who becomes aware of a conflict or potential conflict
should bring it to the attention of a supervisor, manager, or other appropriate
personnel.


3.                                      Insider
Trading


Directors, officers, and
employees who have access to confidential information relating to the Company
are not permitted to use or share that information for stock trading purposes
or for any other purpose except the conduct of the Company’s business.  All 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 and against Company policy but is also illegal.  Directors, officers, and employees also
should comply with insider trading standards and procedures adopted by the
Company.  If a question arises, the
director, officer, or employee should consult with the Company’s Chief
Financial Officer.


4.                                      Corporate
Opportunities


Directors, officers, and
employees are prohibited from taking for themselves personally or directing to
a third party any opportunity that is discovered through the use of corporate
property, information, or position without the consent of the Board of
Directors.  No director, officer, or
employee may use corporate property, information, or position for improper
personal gain, and no director, officer, or employee may compete with the
Company directly or indirectly. 
Directors, officers, and employees owe a duty to the Company to advance
its legitimate interests when the opportunity to do so arises.


5.                                      Competition
and Fair Dealing


The Company seeks to
compete in a fair and honest manner.  The
Company seeks competitive advantages through superior performance rather than
through unethical or illegal business practices.  Stealing proprietary information, possessing
trade secret information that was obtained without the owner’s consent, or
inducing such disclosures by past or present employees of other companies is
prohibited.  Each director, officer, and
employee should endeavor to respect the rights of and deal fairly with the
Company’s customers, suppliers, service providers, competitors, and
employees.  No director, officer, or
employee should take unfair advantage of anyone relating to the Company’s
business or operations through manipulation, concealment, or abuse of
privileged information, misrepresentation of material facts, or any unfair
dealing practice.


To maintain the Company’s
valuable reputation, compliance with the Company’s quality processes and safety
requirements is essential.  In the context
of ethics, quality 











requires that the
Company’s products and services meet reasonable customer expectations.  All inspection and testing documents must be
handled in accordance with all applicable regulations.


The purpose of business
entertainment and gifts in a commercial setting is to create good will and
sound working relationships, not to gain unfair advantage with customers.  No gift or entertainment should ever be
offered, given, provided, or accepted by a director, officer, or employee,
family member of a director, officer, or employee, or agent relating to the
individual’s position with the Company 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.  A director or officer
should discuss with the Chief Executive Officer or Chief Financial Officer, and
an employee should discuss with his or her supervisor, any gifts or proposed
gifts that the individual is not certain are appropriate.


6.                                      Discrimination
and Harassment


The diversity of the
Company’s employees is a tremendous asset. 
The Company is firmly committed to providing equal opportunity in all
aspects of employment and will not tolerate any illegal discrimination or
harassment or 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 healthful work environment.  Each officer and 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.  Officers and
employees should report to work in a 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.


8.                                      Record-Keeping


The Company requires
honest and accurate recording and reporting of information in order to make
responsible business decisions.


Many officers and
employees regularly use business expense accounts, which must be documented and
recorded accurately.  If an officer or
employee is not sure whether a certain expense is legitimate, the employee
should ask his or her supervisor or the Company’s controller.  Rules and guidelines are available from the
Accounting Department.


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 the Company and its officers and
employees in their capacity with the Company 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.  The Company’s 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, directors,
officers, and employees should consult with the Company’s Chief Financial
Officer or legal counsel before taking any action because it is critical that
any impropriety or possible appearance of impropriety be avoided.


9.                                      Confidentiality


Directors, officers, and
employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, suppliers, joint venture
partners, or others with whom the Company is considering a business or other
transaction except when disclosure is authorized by an executive officer or
required or mandated by laws or regulations. 
Confidential information includes all non-public information that might
be useful or helpful to competitors or harmful to the Company or its customers
and suppliers, if disclosed.  It also
includes information that suppliers and customers have entrusted to the
Company.  The obligation to preserve
confidential information continues even after employment ends.


10.                               Protection
and Proper Use of Company Assets


All directors, officers,
and 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 assets should be used for legitimate
business purposes and should not be used for non-Company business.


The obligation 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.                               Gifts
and Entertainment


All employees must be
careful to avoid even the appearance of impropriety in giving or receiving
gifts and entertainment. In general, you cannot offer, provide or accept any
gifts or entertainment in connection with your service to the Company except 











in a manner
consistent with customary business practices, such as customary and reasonable
meals and entertainment at which the giver is present. Gifts and entertainment
must not be excessive in value, in cash, susceptible of being construed as a
bribe or kickback, or in violation of any laws. This principle applies to our
transactions everywhere in the world, even if it conflicts with local custom.
Under some statutes, such as the United States Foreign Corrupt Practices Act,
giving anything of value to a government official, or a person being
compensated on a government contract, to obtain or retain business or favorable
treatment is a criminal act subject to prosecution and conviction. Discuss with
your supervisor or the Compliance Officer any proposed entertainment or gifts
if you are uncertain about their appropriateness.


12.          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
that 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.


13.          International Business Laws


You are expected to comply with all applicable laws wherever you travel
on Company business, including laws prohibiting bribery, corruption or the
conduct of business with specified individuals, companies or countries. We also
expect employees to comply with U.S. laws, rules and regulations governing the
conduct of business by U.S. citizens and corporations outside the United
States.


These
U.S. laws, rules and regulations, which extend to all our, activities outside
the United States, include:


·                     The Foreign Corrupt Practices Act, which prohibits directly or
indirectly giving anything of value to a government official to obtain or
retain business or favorable treatment, and requires the maintenance of
accurate books of account, with all company transactions being properly
recorded;


·                     U.S. embargoes, which restrict or, in some cases, prohibit U.S.
persons, corporations and, in some eases, foreign subsidiaries from doing
business with certain countries, groups or individuals;


·                Export
controls, which restrict travel to designated countries or prohibit or restrict
the export of goods, services and technology to designated countries,
identified persons or entities from the United States, or the re-export of
U.S.-origin goods from the country 











of
original destination to such designated countries or identified companies or
entities; and


·                Anti-boycott
compliance, which prohibits U.S. companies from taking any action that has the
effect of furthering any unsanctioned boycott of a country friendly to the United
States.


If
you have a question as to whether an activity is restricted or prohibited,
please contact the Compliance Officer before taking any action.


14.          Political Contributions and Gifts


The Company does not make
contributions or payments that could he considered a contribution to a
political party or candidate, or to intermediary organizations such as
political action committees. However, you arc free to exercise your right to
make personal political contributions within legal limits, You should not make
these contributions in a way that might appear to be an endorsement or
contribution by the Company. The Company will not reimburse you for any
political contributions.


15.          Corporate
Disclosures


All directors, officers,
and employees should support the Company’s goal to have full, fair, accurate,
timely, and understandable disclosure in the periodic reports required to be
filed by the Company with the SEC. 
Although most employees hold positions that are far removed from the
Company’s required filings with the SEC, each director, officer, and employee
should promptly bring to the attention of the Chief Executive Officer, the
Chief Financial Officer, or the Audit Committee, as appropriate in the
circumstances, any of the following:


·                  Any material
information to which such individual may become aware that affects the
disclosures made by the Company in its public filings or would otherwise assist
the Chief Executive Officer, the Chief Financial Officer, and the Audit
Committee in fulfilling their responsibilities with respect to such public
filings.


·                  Any information
the individual may have concerning (a) significant deficiencies in the design
or operation of internal controls that 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.


·                  Any information
the individual may have concerning any violation of this Code, 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.











·                  Any information
the individual 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, or of
violation of this Code.


16.          Media Contacts and Public
Communications


It is our policy to disclose material information concerning the
Company to the public only in accordance with our Communications Policy, in
order to avoid inappropriate publicity and to ensure that all such information
is communicated in a way that is reasonably designed to provide accurate,
broad, non-exclusionary distribution of information to the public.  All inquiries or calls from the press should
be referred to the Investor Relations department.  All inquiries or calls from investors and
financial analysts should be referred to the Investor Relations department. We
have designated our chief financial officer as our official spokesperson for
financial matters and for marketing, technical and other related information.
Our chief financial officer will serve as a spokesperson for general press and
industry analyst matters. This person is the only individual who is authorized
to communicate with the press, investors or financial analysts on behalf of the
Company, unless a specific exception has been made by our chief executive
officer or chief financial officer.


17.          Waivers
of the Code of Conduct


Any waiver of this Code
for directors or executive officers may be made only by the Board of Directors
or a committee of the Board and will be promptly disclosed to stockholders as
required by applicable laws, rules, and regulations, including the rules of the
SEC and Nasdaq.


18.          Publicly Available


This Code shall be posted
on the Company’s website.


19.          Reporting
any Illegal or Unethical Behavior


Directors and officers
are encouraged to talk to the Chief Executive Officer, the Chief Financial
Officer, or legal counsel, and employees are encouraged to talk to supervisors,
managers, or other appropriate personnel, when in doubt about the best course
of action in a particular situation. 
Directors, officers, and employees should report any observed illegal or
unethical behavior and any perceived violations of laws, rules, regulations, or
this Code to appropriate personnel.  It
is the policy of the Company not to allow retaliation for reports of misconduct
by others made in good faith.  Directors,
officers, and employees are expected to cooperate in internal investigations of
misconduct.











20.          Enforcement


The Board of Directors
shall determine, or designate appropriate persons to determine, appropriate
actions to be taken in the event of violations of this Code.  Such actions shall be reasonably designed to
deter wrongdoing and to promote accountability for adherence to this Code and
to these additional procedures, and may 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 of the individual’s employment or position.  In determining the appropriate action 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.


21.          Compliance Standards and Procedures


Compliance Resources


The Company has an obligation to promote ethical behavior. Every
employee is encouraged to talk to his or her supervisor, managers and other
appropriate personnel when in doubt about the application of any provision of
this Code.


In addition to
fielding questions with respect to interpretation or potential violations of
this Code, the Compliance Officer is responsible for:


·                     Initially
investigating possible violations of this Code which are reported to him or her
and conducting further investigations under the direction and oversight of the
Audit Committee or Governance and Nominating Committee, as applicable;


·                     Training
new employees in Code policies;


·                     Conducting
annual training sessions to refresh employees’ familiarity with this Code;


·                     Updating
this Code as needed, with approval of the Governance and Nominating Committee,
to reflect changes in the law, Company operations and recognized best
practices, and to reflect Company experience with this Code; and


·                     Otherwise
promoting an atmosphere of responsible and ethical conduct.


Your most
immediate resource for any matter related to this Code is your 











supervisor. He or she may have the information you need, or may be able
to refer the question to another appropriate source. There may, however, be
times when you prefer not to go to your supervisor. In these instances, you
should feel free to discuss your concern with the Compliance Officer. If you
are uncomfortable speaking with the Compliance Officer for any reason (for
example, because he or she works in your department or is one of your
supervisors), please contact the Chairman of the Audit Committee (for matters
related to accounting, internal accounting controls or auditing) or the
Chairman of the Governance and Nominating Committee (for all other matters).


Clarifying
Questions and Concerns


If you encounter a
situation or are considering a course of action and its appropriateness is
unclear, discuss the mater promptly with your supervisor or the Compliance
Officer; even the appearance of impropriety can be very damaging to the Company
and should be avoided, If you are aware of a suspected or actual violation of
Code standards by others, you have a responsibility to report it. Supervisors
must promptly report any complaints or observations of Code violations to the Compliance
Officer. Reporting procedures, including anonymous reporting procedures, are
described below. You should raise questions or report possible violations of
this Code without any fear of retaliation in any form — it is our policy not to
retaliate in such circumstances and we will take prompt disciplinary action
against any employee who retaliates against you, up to and including
termination of his or her employment. We do expect that anyone who reports a
violation or suspected violation of this Code be acting in good faith and have
reasonable grounds for believing the information disclosed indicates a
violation of this Code. Any allegations which prove not to be substantiated and
which prove to have been made maliciously or knowingly to be false will he
viewed as grounds for disciplinary action to the extent permitted by applicable
law,


Reporting Possible
Violations


Employees who wish to submit a concern or complaint
regarding a possible violation of this Code should follow the following
procedures. The following procedures should also be used by employees to submit
a concern or complaint regarding accounting, internal accounting controls or
auditing matters (collectively, “Accounting Matters”). Concerns and complaints
regarding possible violations of this Code and Accounting Matters may be mailed
to the Compliance Officer at:


Larry Russell


Compliance Officer


Bidz.com, Inc.


3562 Eastham Drive


Culver City, California
90232


Alternatively, concerns
and complaints can be emailed to the Compliance Officer at larry@bidz.com.  If the concern or complaint relates to the
Compliance Officer or there is a conflict of interest involving the Compliance
Officer, or if an employee 











otherwise so
desires, the concern or complaint should be submitted directly to the Audit Committee
(if the concern or complaint involves Accounting Matters) or the Governance and
Nominating Committee (if the concern or complaint involves any other matters)
at:


Peter G. Hanelt


641 Sky Hy Circle


Lafayette, California
94549


Employees that
desire anonymity may submit concerns or complaints to the applicable contact
address specified above via mail to the Audit Committee (regarding Accounting
Matters) or to the Governance and Nominating Committee (regarding all other
matters). However, providing contact information for any particular concern or
complaint will facilitate clarification and assistance with a possible
investigation. Mailed submissions should be marked “Confidential”. When
possible, acknowledgement of receipt of a concern or complaint will be provided
to the sender.


A concern or complaint
should he factual rather than speculative or conclusory and should contain as
much specific information as possible to allow for proper assessment. The
concern or complaint should be candid and set forth all of the information
known and must contain sufficient corroborating information to support the
commencement of an investigation, In particular, the following information
should be included to the extent possible: (i) the alleged event, matter or
issue that is the subject of the concern or complaint, (ii) the name of each
person involved, (iii) if the concern or complaint involves a specific event or
events, the approximate date and location of each event, and (iv) any
additional information, documentation or other evidence to support the concern
or complaint.


The Compliance Officer is
initially responsible for reviewing and investigating all reported concerns and
complaints regarding possible violations of this Code and Accounting Matters
which arc reported to him or her (other than concerns and complaints involving
the Compliance Officer or where there is a conflict of interest involving the
Compliance Officer). The Compliance Officer (i) will promptly refer any
concerns and complaints which he or she believes are substantive to the
Chairman of the Audit Committee (if they pertain to Accounting Matters) or the
Chairman of the Governance and Nominating Committee (if they pertain to any
other matters) and (ii) will report any other concerns and complaints to the
Audit Committee (if they pertain to Accounting Matters) or the Governance and
Nominating Committee (if they pertain to any other matters) at the next meeting
of such committee, in each case in accordance with the directives of the Board
of Directors or a Committee of the Board or the requirements of applicable
laws. Concerns and complaints regarding Accounting Matters will be reviewed and
investigated under the direction and oversight of the Audit Committee. All
other concerns and complaints regarding possible violations of this Code will
be reviewed and investigated under the direction and oversight of the
Governance and Nominating Committee. Upon making the determination to recommend
further investigation, the Compliance Officer will promptly consult with the
Governance and Nominating Committee or the Audit Committee, as applicable. The
Governance and 











Noniinating
Committee or the Audit Committee, as applicable, will determine whether it
believes that a reasonable basis exists for further investigation, If the
Governance and Nominating Committee or the Audit Committee, as applicable,
makes such a determination, the Compliance Officer shall conduct further
investigation under the authority of the Committee, unless the Governance and
Nominating Committee or the Audit Committee, as applicable, determines that it
(or some other party) will conduct the further investigation. As needed, the
Compliance Officer will consult with internal departments within the Company
(such as Finance, Human Resources and Legal). the Board of Directors or
Committees of the Board, or the Company’s general outside counsel, and (if so
directed by the Governance and Nominating Committee or the Audit Committee, as
applicable), outside accounting advisors, special outside legal counsel and
other advisors, and (if so directed by the Governance and Nominating Committee
or the Audit Committee, as applicable) will retain the assistance of any of
such parties in a review or investigation.


Unless a concern or
complaint is submitted anonymously, the cooperation of the employee submitting
the concern or complaint in the review- and investigation will be expected. The
cooperation of other employees in the review and investigation will be expected
as well, including that of the employee whose conduct is the subject of the
review or investigation. To the extent permitted by applicable law, failure to
fully cooperate in any investigation upon request will be viewed as grounds for
disciplinary action. Confidentiality will he maintained to the fullest extent
reasonably practicable, consistent with the need to conduct an adequate review
or investigation.


If the review or
investigation indicates that a violation of this Code has occurred, the Company
will take such action as it believes to be appropriate under the circumstances.
If the Company determines that an employee is responsible for a Code violation,
he or she will be subject to disciplinary action up to, and including,
termination of employment and, in appropriate cases, civil action or referral for
criminal prosecution. Appropriate action may also be taken to deter any future
Code violations.


Retention of
Concerns and Complaints


The Compliance Officer
will maintain a log of all concerns and complaints, tracking their receipt,
review, investigation and resolution, and shall prepare a periodic summary
report thereof for the Board of Directors, Governance and Nominating Committee
and Audit Committee, as applicable. Copies of concerns and complaints and such
log will be maintained in accordance with the Company’s document retention
policy or procedures then in effect.