Exhibit
      14.1




**STRATEGIC
      DEFENSE ALLIANCE CORP.**





Code
      of Business Conduct and Ethics





**Ethics**




This
      Code
      of Business Conduct and Ethics applies to Strategic Defense Alliance Corp.
      and
      all of its subsidiaries (collectively, “SDAC”)




SDAC
      and
      each of its officers, directors, consultants and employees, who we collectively
      refer to as our “associates,” must conduct their affairs with uncompromising
      honesty and integrity. Business ethics are no different than personal ethics.
      The same high standard applies to both.




Associates
      are expected to be honest and ethical in dealing with each other, with clients,
      vendors and all other third parties. Doing the right thing means doing it right
      every time.




You
      must
      also respect the rights of your fellow associates and third parties. Your
      actions must be free from discrimination, libel, slander or harassment. Each
      person must be accorded equal opportunity, regardless of age, race, sex, sexual
      preference, color, creed, religion, national origin, marital status, veteran’s
      status, handicap or disability.




Misconduct
      cannot be excused because it was directed or requested by another. In this
      regard, you are expected to alert management whenever an illegal, dishonest
      or
      unethical act is discovered or suspected. You will never be penalized for
      reporting your discoveries or suspicions.




SDAC
      conducts its affairs consistent with all applicable laws and
      regulations.




The
      following statements concern frequently raised ethical concerns. A violation
      of
      the standards contained in this Code of Business Conduct and Ethics will result
      in corrective action, including possible dismissal.




**Conflicts
      of Interest**




You
      must
      avoid any personal activity, investment or association which could appear to
      interfere with good judgment concerning SDAC’s best interests. You may not
      exploit your position or relationship with SDAC for personal gain. You should
      avoid even the appearance of such a conflict. For example, there is a likely
      conflict of interest if you:




·  cause
      SDAC to engage in business transactions with relatives or friends;




·  use
      nonpublic company, client or vendor information for personal gain by you,
      relatives or friends (including securities transactions based on such
      information);




·  have
      more
      than a modest financial interest in our vendors, clients or competitors;




·  receive
      a
      loan, or guarantee of obligations, from us or a third party as a result of
      your
      position at SDAC; or




·  compete,
      or prepare to compete, with SDAC while still employed by SDAC.









There
      are
      other situations in which a conflict of interest may arise. If you have concerns
      about any situation, follow the steps outlined in the Section on “Reporting
      Ethical Violations.”




**Gifts,
      Bribes and Kickbacks**




Other
      than for modest gifts given or received in the normal course of business
      (including travel or entertainment), neither you nor your relatives may give
      gifts to, or receive gifts from, SDAC’s clients and vendors. Other gifts may be
      given or accepted only with prior approval of your senior management. In no
      event should you put SDAC or yourself in a position that would be embarrassing
      if the gift was made public.




Dealing
      with government employees is often different than dealing with private persons.
      Many governmental bodies strictly prohibit the receipt of any gratuities by
      their employees, including meals and entertainment. You must be aware of and
      strictly follow these prohibitions.




Any
      associate who pays or receives bribes or kickbacks will be immediately
      terminated and reported, as warranted, to the appropriate authorities. A
      kickback or bribe includes any item intended to improperly obtain favorable
      treatment.




**Improper
      Use or Theft of SDAC Property**




Every
      associate must safeguard SDAC property from loss or theft, and may not take
      such
      property for personal use. SDAC property includes confidential information,
      software, computers, office equipment, and supplies. You must appropriately
      secure all SDAC property within your control to prevent its unauthorized use.
      You may not use SDAC’s electronic communications systems, including e-mail or
      internet connections, to access or post material that: is pornographic, obscene,
      sexually-related, profane or otherwise offensive; is intimidating or hostile;
      or
      violates SDAC policies or any laws or regulations. Associates may make limited
      non-business use of SDAC’s electronic communications systems, provided that such
      use: (i) is occasional; (ii) does not interfere with the associate’s
      professional responsibilities; (iii) does not diminish productivity; and (iv)
      does not violate this Policy.




**Covering
      Up Mistakes; Falsifying Records**




Mistakes
      should never be covered up, but should be immediately fully disclosed and
      corrected. Falsification of any SDAC, client or third party record is
      prohibited.




**Protection
      of SDAC, Client or Vendor Information**




You
      may
      not use or reveal SDAC, client or vendor confidential or proprietary information
      to others. Additionally, you must take appropriate steps — including securing
      documents, limiting access to computers and electronic media, and proper
      disposal methods — to prevent unauthorized access to such information.
      Proprietary and/or confidential information, among other things, includes:
      business methods, pricing and marketing data, strategy, computer code, screens,
      forms, experimental research, information about, or received from, SDAC’s
      current, former and prospective clients, vendors and associates.




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**Gathering
      Competitive Information**




You
      may
      not accept, use or disclose the confidential information of our competitors.
      When obtaining competitive information, you must not violate our competitors’
rights. Particular care must be taken when dealing with competitors’ clients,
      ex-clients and ex-employees. Never ask for confidential or proprietary
      information. Never ask a person to violate a non-compete or non-disclosure
      agreement. If you are uncertain, the Corporate Legal Department can assist
      you.




**Sales:
      Defamation and Misrepresentation**




Aggressive
      selling should not include misstatements, innuendo or rumors about our
      competition or their products and financial condition. Do not make unsupportable
      promises concerning SDAC’s products.




Dated
      March 1, 2006




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