EXHIBIT 14.1

                           RCG COMPANIES INCORPORATED

                       CODE OF BUSINESS CONDUCT AND ETHICS

1.     Purpose.

       The Board of Directors (the "Board") of RCG Companies Incorporated (the
"Company") has adopted the following Code of Business Conduct and Ethics (this
"Code") for directors, officers and employees of the Company. This Code is
intended to provide guidance to directors, officers and employees to help them
recognize and deal with ethical issues, provide mechanisms to report unethical
conduct, help foster a culture of honesty and accountability, promote compliance
with applicable laws and governmental rules and regulations, ensure the
protection of the Company's legitimate business interests, including corporate
opportunities, assets and confidential information, and deter wrongdoing.

       Each director, officer and employee must comply with the letter and
spirit of this Code.

       For purposes of this Code, the "Code of Ethics Contact Person" is the
Chairperson of the Audit Committee.

       No code or policy can anticipate every situation that may arise.
Accordingly, this Code is intended to serve as a source of guiding principles
for directors, officers and employees. Directors, officers and employees are
encouraged to bring questions about particular circumstances that may involve
one or more of the provisions of this Code to the attention of the Code of
Ethics Contact Person which may consult with inside or outside legal counsel as
appropriate.

2.     Ethical Conduct.

       Each director, officer and employee is expected to adhere to a high
standard of ethical conduct. The good name of any corporation depends on the way
it conducts its business and the way the public perceives that conduct.
Unethical actions, or the appearance of unethical actions, are not acceptable.
Directors, officers and employees are expected to be guided by the following
principles in carrying out their responsibilities:

         o        Loyalty. No director, officer or employee should be, or appear
                  to be, subject to influences, interests or relationships that
                  conflict with the best interests of the Company.




         o        Compliance with Applicable Laws. The Company, its directors,
                  officers, and its employees are expected to comply with laws
                  and regulations applicable to the Company's activities.

         o        Observance of Ethical Standards. In the conduct of their
                  duties, each director, officer and employee must adhere to
                  high ethical standards. These include honesty, integrity and
                  fairness.

3.       Conflict of Interest.

         Directors, officers and employees must avoid any conflicts of interest
between the director, officer or employee, as the case may be, and the Company.
Any situation that involves, or may involve, a conflict of interest with the
Company, should be disclosed promptly to the Code of Ethics Contact Person,
which may consult with inside or outside legal counsel as appropriate.

         A "conflict of interest" can occur when a director's, officer's or
employee's personal interest is adverse to, or may appear to be adverse to, the
interests of the Company as a whole. Conflicts of interest also arise when a
director, an officer, an employee or a member of his or her immediate family,
receives improper personal benefits as a result of his or her position as a
director, officer or employee of the Company. For purposes of this Code,
"immediate family" includes a person's spouse, parents, children, siblings,
mothers and fathers-in-law, sons and daughters-in-law, brothers and
sisters-in-law and anyone (other than employees) who shares such person's home.

         This Code does not attempt to describe all possible conflicts of
interest which could develop. Some of the more common conflicts from which
directors, officers and employees must refrain, however, are set forth below.

         o        Improper conduct and activities. 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, or that detracts from
                  an individual's ability to devote appropriate time and
                  attention to his or her responsibilities with the Company. For
                  example, a conflict of interest would include being in the
                  position of supervising, reviewing or having any influence on
                  the job evaluation, pay or benefit of any immediate family
                  member, or selling anything to the Company or buying anything
                  from the Company, except on the same terms and conditions as
                  unrelated third parties are permitted to so purchase or sell.

         o        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. For example, a conflict of interest would include
                  any significant ownership interest in any supplier or customer
                  or any consulting or employment relationship with any
                  supplier, customer or competitor.


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         o        Gifts. Directors, officers, employees and members of their
                  immediate families may not accept gifts (or excessive
                  entertainment) from persons or entities where any such gift is
                  being made in order to influence the director's, officer's or
                  employee's actions, or where acceptance of the gifts could
                  create the appearance of a conflict of interest.

         o        Personal use of Company assets. Directors, officers and
                  employees may not use Company assets, labor or information for
                  personal use unless approved by the Board or as part of a
                  compensation or expense reimbursement program available to
                  directors, officers and employees. All directors, officers and
                  employees should protect the Company's assets and ensure their
                  efficient use.

4.       Corporate Opportunities.

         Directors, officers and employees are prohibited from: (a) taking for
themselves personally opportunities related to the Company's business; (b) using
the Company's property, information, or position for personal gain; or (c)
competing with the Company for business opportunities, provided, however, if the
Company's disinterested directors determine that the Company will not pursue an
opportunity that relates to the Company's business, after disclosure of all
material facts by the director, officer or employee seeking to pursue the
opportunity, the director, officer or employee may do so.

         Sometimes the line between personal and Company benefits is difficult
to draw, and sometimes there are both personal and Company benefits in certain
activities. Directors, officers and employees who intend to make use of Company
property or services in a manner not solely for the benefit of the Company
should consult beforehand with the Code of Ethics Contact Person.

5.       Fair Dealing

         The Company policy is to engage is honest business competition and not
to seek competitive advantages through illegal or unethical business practices.
Each director, officer and employee should endeavor to deal fairly with the
Company's customers, service providers, suppliers, competitors and employees. No
director, officer or employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any unfair dealing practice.

6.       Confidentiality.

         Directors, officers and employees should maintain the confidentiality
of information entrusted to them by the Company and any other confidential
information about the Company, its business, customers or suppliers that comes
to them, from whatever source, in their capacity as a director, officer, or
employee, as the case may be, except when disclosure is authorized or legally
mandated. For purposes of this Code, "confidential information" includes all
non-public information relating to the Company, its business, customers or
suppliers.

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7.       Disclosure.

         Each director, officer or employee involved in the Company's disclosure
process is required to be familiar with and comply with the Company's disclosure
controls and procedures and internal control over financial reporting, to the
extent relevant to his or her area of responsibility, so that the Company's
public reports and documents filed with the Securities and Exchange Commission
("SEC") comply in all material respects with the applicable federal securities
laws and SEC rules. In addition, each such person having direct or supervisory
authority regarding these SEC filings or the Company's other public
communications concerning its general business, results, financial condition and
prospects should, to the extent appropriate within his or her area of
responsibility, consult with other Company officers and employees and take other
appropriate steps regarding these disclosures with the goal of making full,
fair, accurate, timely and understandable disclosure.

Each director, officer or employee who is involved in the Company's disclosure
process must:

         o        Familiarize himself or herself with the disclosure
                  requirements applicable to the Company as well as the business
                  and financial operations of the Company.

         o        Not knowingly misrepresent, or cause others to misrepresent,
                  facts about the Company to others, whether within or outside
                  the Company, including to the Company's independent auditors,
                  governmental regulators and self-regulatory organizations.

         o        Properly review and critically analyze proposed disclosure for
                  accuracy and completeness (or, where appropriate, delegate
                  this task to others).


8.       Compliance with Laws, Rules and Regulations.

         Directors, officers and employees shall comply with, and oversee
policies designed to promote compliance by, employees, officers and other
directors, with laws, rules and regulations applicable to the Company, including
insider-trading laws. It is against Company policy and in many circumstances
illegal for a director, officer or employee to profit from undisclosed
information relating to the Company or any other company. Any director, officer
or employee may not purchase or sell any of the Company's securities while in
possession of material nonpublic information relating to the Company. Also, any
director, officer or employee may not purchase or sell securities of any other
company while in possession of any material nonpublic information relating to
that company. Any director, officer or employee who is uncertain about the legal
rules involving a purchase or sale of any Company securities or any securities
in companies that he or she is familiar with by virtue of his or her work for
the Company, should consult with the Company's Chief Financial Officer.


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9.       Reporting of Illegal or Unethical Behavior.

         Directors, officers and employees should promote ethical behavior and
encourage an environment in which the Company: (a) encourages employees to talk
to supervisors, managers and other appropriate personnel when in doubt about the
best course of action in a particular situation; (b) encourages employees to
report violations of laws, rules, or regulations to appropriate personnel; and
(c) informs employees that the Company will not allow retaliation for reports
made in good faith.
Any director, officer or employee who becomes aware of any existing or potential
violation of this Code is required to notify the Code of Ethics Contact Person
promptly. Failure to do so itself is a violation of this Code. Any questions
relating to how this Code should be interpreted or applied should be addressed
to the Code of Ethics Contact Person. A director, officer or employee who is
unsure of whether a situation violates this Code should discuss the situation
with the Code of Ethics Contact Person to prevent possible misunderstandings and
embarrassment at a later date. Each director, officer or employee must:

         o        Notify the Code of Ethics Contact Person promptly of any
                  existing or potential violation of this Code.

         o        Not retaliate against any other director, officer or employee
                  for reports of potential violations that are made in good
                  faith.

         The Board of Directors shall take all action they consider appropriate
to investigate any violations reported to them. If a violation has occurred, the
Company will take such disciplinary or preventive action as it deems
appropriate. Violations of this Code may result in disciplinary action, up to
and including discharge. No one will be subject to retaliation because of a good
faith report of a suspected violation.

10.      Conclusion.

         Each director, officer and employee is expected to adhere to a high
standard of ethical conduct, avoid conflicts of interest, foster a culture of
honesty and accountability, comply with applicable laws, ensure the protection
of the Company's legitimate business interests, including corporate
opportunities, assets and confidential information, and deter wrongdoing and
report unethical conduct.

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