Exhibit 14.1

                       CODE OF ETHICS AND BUSINESS CONDUCT
                    FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                        IN VIVO MEDICAL DIAGNOSTICS, INC.

1.   TREAT IN AN ETHICAL MANNER THOSE TO WHOM IN VIVO MEDICAL DIAGNOSTICS,  INC.
     HAS AN OBLIGATION

The officers, directors and employees of In Vivo Medical Diagnostics,  Inc. (the
"Company") are committed to honesty, just management, fairness, providing a safe
and healthy  environment  free from the fear of retribution,  and respecting the
dignity  due  everyone.  For the  communities  in  which we live and work we are
committed  to  observe  sound  environmental  business  practices  and to act as
concerned and responsible neighbors, reflecting all aspects of good citizenship.

For our  shareholders  we are  committed  to pursuing  sound growth and earnings
objectives and to exercising prudence in the use of our assets and resources.

For our  suppliers  and partners we are  committed to fair  competition  and the
sense of responsibility required of a good customer and teammate.

2.   PROMOTE A POSITIVE WORK ENVIRONMENT

All employees want and deserve a workplace where they feel respected, satisfied,
and appreciated.  We respect cultural diversity and will not tolerate harassment
or  discrimination of any kind -- especially  involving race,  color,  religion,
gender, age, national origin, disability, and veteran or marital status.

Providing an  environment  that supports  honesty,  integrity,  respect,  trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in our workplace.  While  everyone who works for the Company must  contribute to
the  creation  and  maintenance  of  such an  environment,  our  executives  and
management  personnel  assume  special   responsibility  for  fostering  a  work
environment  that is free from the fear of  retribution  and will  bring out the
best in all of us.  Supervisors  must be careful  in words and  conduct to avoid
placing, or seeming to place,  pressure on subordinates that could cause them to
deviate from acceptable ethical behavior.

3.   PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN

We are  committed to providing a drug-free,  safe and healthy work  environment,
and to observing  environmentally sound business practices. We will strive, at a
minimum,  to do no harm and where possible,  to make the communities in which we
work a better  place to live.  Each of us is  responsible  for  compliance  with
environmental, health and safety laws and regulations.

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4.   KEEP ACCURATE AND COMPLETE RECORDS

We must maintain accurate and complete Company records. Transactions between the
Company  and  outside   individuals  and  organizations  must  be  promptly  and
accurately entered in our books in accordance with generally accepted accounting
practices  and   principles.   No  one  should   rationalize  or  even  consider
misrepresenting  facts or falsifying  records. It will not be tolerated and will
result in disciplinary action.

5. OBEY THE LAW

We will  conduct  our  business  in  accordance  with  all  applicable  laws and
regulations.  Compliance  with the law  does not  comprise  our  entire  ethical
responsibility.  Rather,  it is a minimum,  absolutely  essential  condition for
performance of our duties. In conducting business, we shall:

     A.   STRICTLY ADHERE TO ALL ANTITRUST LAWS

          Officer, directors and employees must strictly adhere to all antitrust
          laws. Such laws exist in the United States and in many other countries
          where the Company may conduct business.  These laws prohibit practices
          in restraint of trade such as price fixing and boycotting suppliers or
          customers.  They also bar pricing  intended to run a competitor out of
          business;  disparaging,  misrepresenting,  or harassing a  competitor;
          stealing trade secrets; bribery; and kickbacks.

     B.   STRICTLY COMPLY WITH ALL SECURITIES LAWS

          In our role as a publicly  owned  company,  we must always be alert to
          and comply with the security laws and regulations of the United States
          and other countries.

          I.   DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING

               Federal law and Company policy prohibits officers,  directors and
               employees,  directly  or  indirectly  through  their  families or
               others,  from  purchasing  or selling  company stock while in the
               possession of material,  non-public  information  concerning  the
               Company. This same prohibition applies to trading in the stock of
               other   publicly  held   companies  on  the  basis  of  material,
               non-public   information.   To  avoid  even  the   appearance  of
               impropriety,  Company policy also prohibits  officers,  directors
               and employees from trading  options on the open market in Company
               stock under any circumstances.

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               Material,  non-public  information is any information  that could
               reasonably  be  expected  to affect  the price of a stock.  If an
               officer,  director or employee is considering buying or selling a
               stock because of inside  information  they  possess,  they should
               assume that such  information  is material.  It is also important
               for the officer, director or employee to keep in mind that if any
               trade they make  becomes the subject of an  investigation  by the
               government,  the  trade  will be viewed  after-the-fact  with the
               benefit  of  hindsight.  Consequently,  officers,  directors  and
               employees should always carefully consider how their trades would
               look from this perspective.

               Two simple  rules can help  protect you in this area:  (1) Do not
               use  non-public  information  for personal  gain. (2) Do not pass
               along such information to someone else who has no need to know.

               This guidance also applies to the  securities of other  companies
               for  which  you  receive   information  in  the  course  of  your
               employment at The Company.

          II.  BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS

               As a public company, the Company must be fair and accurate in all
               reports  filed with the United  States  Securities  and  Exchange
               Commission. Officers, directors and management of the Company are
               responsible  for ensuring  that all reports are filed in a timely
               manner and that they fairly  present the financial  condition and
               operating results of the Company.

               Securities laws are vigorously enforced. Violations may result in
               severe penalties  including forced sales of parts of the business
               and  significant  fines  against the  Company.  There may also be
               sanctions  against  individual  employees  including  substantial
               fines and prison sentences.

               The principal  executive officer and principal  financial officer
               will  certify to the  accuracy  of reports  filed with the SEC in
               accordance  with the  Sarbanes-Oxley  Act of 2002.  Officers  and
               directors  who knowingly or willingly  make false  certifications
               may be subject to criminal penalties or sanctions including fines
               and imprisonment.

6.   AVOID CONFLICTS OF INTEREST

     Our  officers,  directors  and  employees  have an obligation to give their
     complete  loyalty to the best  interests of the Company.  They should avoid
     any action  that may  involve,  or may  appear to  involve,  a conflict  of
     interest with the Company.  Officers,  directors  and employees  should not
     have  any  financial  or  other  business   relationships  with  suppliers,
     customers or competitors that might impair,  or even appear to impair,  the
     independence  of any  judgment  they  may  need to make  on  behalf  of the
     Company.

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HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:

     o    Employment by a competitor, or potential competitor, regardless of the
          nature of the employment, while employed by the Company.

     o    Acceptance  of gifts,  payment,  or services  from those seeking to do
          business with the Company.

     o    Placement of business  with a firm owned or  controlled by an officer,
          director or employee or his/her family.

     o    Ownership  of,  or  substantial  interest  in,  a  company  that  is a
          competitor, client or supplier.

     o    Acting as a consultant to a customer, client or supplier.

     o    Seeking the  services or advice of an  accountant  or attorney who has
          provided services to the Company.

Officers,  directors and employees are under a continuing obligation to disclose
any  situation  that  presents  the  possibility  of a conflict or  disparity of
interest between the officer,  director or employee and the Company.  Disclosure
of any potential  conflict is the key to remaining in full  compliance with this
policy.

7. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We must comply with the laws and regulations  that pertain to the acquisition of
goods and  services.  We will  compete  fairly and  ethically  for all  business
opportunities.  In  circumstances  where  there is  reason to  believe  that the
release or receipt of non-public information is unauthorized,  do not attempt to
obtain and do not accept such information from any source.

If you are  involved  in  Company  transactions,  you must be  certain  that all
statements, communications, and representations are accurate and truthful.

8. AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The sale and  marketing of our products and services  should always be free from
even the perception that favorable treatment was sought,  received,  or given in
exchange  for the  furnishing  or  receipt  of  business  courtesies.  Officers,
directors  and  employees of the Company  will neither give nor accept  business
courtesies that  constitute,  or could be reasonably  perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the  Company,  or could  cause  embarrassment  to or reflect  negatively  on the
Company's reputation.

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9. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business  integrity is a key standard for the  selection  and retention of those
who represent the Company. Agents,  representatives and consultants must certify
their willingness to comply with the Company's  policies and procedures and must
never be retained to  circumvent  our values and  principles.  Paying  bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a
third party without  authority,  or gaining inside  information or influence are
just a few examples of what could give us an unfair  competitive  advantage  and
could result in violations of law.

10. PROTECT PROPRIETARY INFORMATION

Proprietary  Company  information  may not be disclosed to anyone without proper
authorization. Keep proprietary documents protected and secure. In the course of
normal business activities,  suppliers,  customers and competitors may sometimes
divulge to you information that is proprietary to their business.  Respect these
confidences.

11. OBTAIN AND USE COMPANY ASSETS WISELY

Personal use of Company  property  must always be in accordance  with  corporate
policy.  Proper  use  of  Company  property,  information  resources,  material,
facilities and equipment is your  responsibility.  Use and maintain these assets
with the utmost care and respect,  guarding  against waste and abuse,  and never
borrow or remove Company property without management's permission.

12.  FOLLOW  THE  LAW  AND USE  COMMON  SENSE  IN  POLITICAL  CONTRIBUTIONS  AND
ACTIVITIES

The Company  encourages its employees to become involved in civic affairs and to
participate in the political process.  Employees must understand,  however, that
their involvement and participation must be on an individual basis, on their own
time and at their own  expense.  In the United  States,  federal  law  prohibits
corporations  from donating  corporate  funds,  goods, or services,  directly or
indirectly,  to candidates for federal offices -- this includes  employees' work
time. Local and state laws also govern political contributions and activities as
they apply to their respective jurisdictions.

13. BOARD COMMITTEES.

The Company  shall  establish  an Audit  Committee  (or a  committee  performing
similar functions) empowered to enforce this Code of Ethics. The Audit Committee
will  report to the Board of  Directors  at least once each year  regarding  the
general  effectiveness of the Company's Code of Ethics,  the Company's  controls
and reporting procedures and the Company's business conduct. The entire Board of
Directors may act as the Audit Committee.

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14. DISCIPLINARY MEASURES.

The Company shall  consistently  enforce its Code of Ethics and Business Conduct
through  appropriate  means  of  discipline.  Violations  of the  Code  shall be
promptly reported to the Audit Committee.  Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and, if so, shall  determine the  disciplinary  measures to be taken against any
employee or agent of the Company who has so violated the Code.

The disciplinary  measures,  which may be invoked at the discretion of the Audit
Committee,  include,  but are  not  limited  to,  counseling,  oral  or  written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in salary, termination of employment and restitution.

Persons  subject to  disciplinary  measures  shall  include,  in addition to the
violator,  others involved in the wrongdoing such as (i) persons who fail to use
reasonable care to detect a violation,  (ii) persons who if requested to divulge
information  withhold  material  information  regarding a  violation,  and (iii)
supervisors  who  approve  or condone  the  violations  or attempt to  retaliate
against employees or agents for reporting violations or violators.

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