EXHIBIT 14.1

                        DOBI MEDICAL INTERNATIONAL, INC.

                                 (THE "COMPANY")

                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

     This Code of Business Conduct and Ethics (the "Code") 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 or the General 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, or if the
employee prefers, the Chief Executive Officer or General Counsel.

SCOPE OF CODE.

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

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

     o    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;

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

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

     o    accountability for adherence to this Code; and

     o    adherence to a high standard of business ethics.


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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 the Chief Executive Officer, the General Counsel, supervisors, managers,
other officers or other appropriate Company personnel.

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 and
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:

     o    any significant ownership interest in any supplier or customer;

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

     o    any outside business activity or other interests that detracts from an
          individual's ability to devote appropriate time and attention to his
          or her responsibilities to the Company or affects the individuals
          motivation or performance as an Employee;

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

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

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     o    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 and the General
Counsel as appropriate in the circumstances. Any employee who becomes aware of a
conflict or potential conflict should bring it to the attention of the Chief
Executive Officer, the General Counsel, supervisor, manager, or other
appropriate personnel. Supervisors and all employees are obligated to make the
Chief Executive Officer and the General Counsel aware of any conflict or
potential conflict that they may be aware of regarding any employee of the
Company.

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 General Counsel. The Company, with the approval of the Board
of Directors, may establish policies and periods where directors or employees
may buy or sell Company stock so long as the director or employee conforms to
applicable laws, Company policies and attests that the individual does not have
access or possess any material non-public information.

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



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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.

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, including the making of unfair
comments about competitor's products. 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 and applicable published industry and
governmental standards. All inspection and testing documents must be handled in
accordance with all applicable regulations, and every employee is obligated to
assure complete and accurate record keeping and documentation.

ILLEGAL DISCRIMINATION AND SEXUAL AND OTHER VERBAL OR PHYSICAL HARASSMENT

     The Company is firmly committed to providing equal opportunity in all
aspects of employment and will not tolerate any illegal discrimination or
illegal sexual and other illegal verbal or physical harassment of any kind based
on sex, age, race, color, religion, national origin, disability, ancestry,
marital or veteran status, or any other legally protected status. Any director
or employee who is aware of any such conduct or perceived conduct must be
promptly reported to the Chief Executive Officer, the General Counsel or the
head of human resources, who will promptly conduct an investigation. The Company
may terminate for cause any employee who, as a result of its investigation, it
judges has violated this or other such Company policy. Employees shall treat all
persons with respect and fairness, and all relationships (whether written, oral
or electronic) shall be businesslike and free of any illegal bias, prejudice,
harassment, and retaliation.



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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 and must be promptly reported to the Chief Executive
Officer or the General Counsel, who will promptly conduct an investigation. The
Company may terminate for cause any employee who, as a result of its
investigation, it judges has violated this or other such Company policy.

RECORD-KEEPING

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

     Directors, 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 General Counsel before taking any action because it is critical that
any impropriety or possible appearance of impropriety be avoided.



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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. Every employee must sign the
then current employee confidentially, non-disclosure and assignment of invention
agreement as a condition of employment and continued employment.

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 to the General Counsel 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.

ENTERTAINMENT, GIFTS, FAVORS, AND GRATUITIES

     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 General Counsel, and an employee should discuss with his or her
supervisor, or if he prefers, the Chief Executive Officer or General Counsel,
any gifts or proposed gifts that the individual is not certain are appropriate.
Anything having an aggregate value in excess of $100 may


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create the possibility of a conflict and should be graciously declined with
an explanation that acceptance would be in violation of Company policy, unless
approved by the Chief Executive Officer and the General Counsel.

POLITICAL CONTRIBUTIONS

     The Company will not contribute directly or indirectly to political parties
or candidates for office unless approved by the Board of Directors or the Audit
Committee, and by the CEO and the General Counsel, and only in accordance with
applicable laws.

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.

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,
the General Counsel, the Controller, or the Audit Committee, as appropriate in
the circumstances, any of the following:

     o    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, the General Counsel, the Controller, and the Audit
          Committee in fulfilling their responsibilities with respect to such
          public filings.

     o    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



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          have a significant role in the Company's financial reporting,
          disclosures, or internal controls.

     o    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.

     o    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.

CORPORATE COMMUNICATIONS, PUBLIC RELATIONS AND INVESTOR RELATIONS

     Only the Chief Executive Officer and the Chief Financial Officer or their
specific designee are authorized to communicate on behalf of the Company with
shareholders, prospective investors, bankers, the press, broadcast media of the
general public. Any inquiries from these sources should promptly be referred to
on of these individuals without further comment.

CONTRACTS

     Only proper officers of the Company specifically designated by the CEO or
CFO are authorized to enter into and execute contracts (whether written or oral)
on behalf of the Company. All contracts must be approved by the General Counsel
and by the CFO or Controller. No other director, officer, employee or agent of
the Company has any authority (express, apparent, implied) to obligate the
Company in any manner, or hold himself or herself out to any third party as
having such authority.

USING COMPANY COMPUTER AND COMMUNICATION RESOURCES

     Employees may use the Company's electronic equipment at their desk or work
station for incidental personal matters, however, employees are not guaranteed
personal privacy on the Company's communications systems or of the information
sent to, from, or stored in Company communications. All documents, including all
electronic communications, whether business or personal related, are the
Company's property, and they are subject to review by the Company at any time,
whether in your presence or not.

     o    Employees may not use Company computer and communication resources for
          communications that contain or promote any of the following:

          o    abusive or objectionable language;



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          o    information that is illegal, obscene, or pornographic;

          o    messages that are likely to result in the loss or damage of the
               recipient's work or system;

          o    messages that are defamatory;

          o    use that interferes with the work of the employee or others; or

          o    solicitation of employees for any unauthorized purpose.

RIGHT TO MONITOR/RIGHT TO PRIVACY

     The Company reserves the right to monitor any Company mail systems,
including electronic mail, computers, software, files or any other internal
documents in any media, including electronic and hard copy. Employees do not
have the right to privacy at his/her desk or work station and computer.

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 under applicable exchange or
Nasdaq rules. Any such waiver also must be disclosed in a Form 8-K.

ALCOHOL AND CONTROLLED SUBSTANCES ABUSE

     The Company recognizes that alcoholism and other drug addiction are
illnesses that are not easily resolved by personal effort and may require
professional assistance and treatment. Employees with alcohol or other drug
problems are strongly encouraged to take advantage of the diagnostic, referral,
counseling and preventive services available through our health insurance plan
that have been developed to assure confidentiality of participation.

     Controlled substance or alcohol abuse does not excuse Employees from
neglect of their employment responsibilities. Individuals whose work performance
is impaired as the result of the use or abuse of alcohol or other drugs may be
required to participate in an appropriate diagnostic evaluation and treatment
plan. Employees are prohibited from engaging in the unlawful possession, use or
distribution of alcohol or other illegal drugs on Company property or as part
Company activities. Further, use of alcohol or controlled substantives off
Company premises that in any way impairs work performance is also prohibited.


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     The unlawful manufacture, distribution, dispensation, possession or use of
controlled substances is prohibited on Company property or as a part of Company
activities. Individuals violating this policy are subject disciplinary action,
as well as termination and possible referral for criminal prosecution.

WORKPLACE VIOLENCE AND WEAPONS

     It is a violation of this policy to engage in Workplace Violence or use or
to possess a Weapon, as defined below, at any time on Company premises,
including common areas in the office building and in the parking lot or
immediate surrounding areas.

     Workplace Violence includes, but is not limited to, intimidation, threats,
physical attack or property damage.

     o    Intimidation: Includes but is not limited to stalking or engaging in
          actions intended to frighten, coerce, or induce duress.

     o    Threat: The expression of intent to cause physical or mental harm. An
          expression constitutes a threat without regard to whether the party
          communicating the threat has the present ability to carry it out and
          without regard to whether the expression is contingent, conditional or
          future.

     o    Physical Attack: Unwanted or hostile physical contact such as hitting,
          fighting, pushing, shoving or throwing objects.

     o    Property Damage: Intentional damage to property which includes
          property owned by the Company, employees, visitors or vendors.

     Weapons are defined as: (1) a loaded or unloaded firearm, whether operable
or inoperable, (2) a knife, stabbing instrument, brass knuckles, blackjack,
club, or other object specifically designed or customarily carried or possessed
for use as a weapon, (3) an object that is likely to cause death or bodily
injury when used as a weapon and that is used as a weapon or carried or
possessed for use as a weapon, or (4) an object or device that is used or
fashioned in a manner to lead a person to believe the object or device is a
firearm or an object which is likely to cause death or bodily injury. Employees
must report any real or reasonably perceived suspicious activities or
intimidating verbal or physical threats immediately to the local police and to
the CEO, the General Counsel or any other Company officer.

REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR OR VIOLATIONS OF THIS CODE OF
ETHICS

     Directors and officers are encouraged to talk to the Chief Executive
Officer or the General Counsel, and employees are encouraged to talk to Chief
Executive Officer, the General Counsel, supervisors, managers, or other


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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 the Chief Executive Officer or General
Counsel or directly to any member of the Audit Committee of the Board of
Directors. 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.

     The Company maintains a Whistleblower Policy attached hereto and
incorporated herein as Schedule A for (1) the receipt, retention, and treatment
of complaints received by the Company regarding accounting, internal accounting
controls, or auditing matters and (2) the confidential, anonymous submission by
the Company's employees of concerns regarding questionable accounting or
auditing matters.

ENFORCEMENT

     The Board of Directors, the Audit Committee, or the CEO in consultation
with the General Counsel, and when they deem it appropriate, with the Board of
Directors of the Audit Committee, shall 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.

PUBLICLY AVAILABLE:  This Code shall be posted on the Company's website.


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                                   SCHEDULE A

                            DOBI WHISTLEBLOWER POLICY

INTRODUCTION

     The Company has adopted a Code of Business Conduct and Ethics applicable to
all employees that urges employees promptly to discuss with or disclose to their
supervisor, the CEO, the General Counsel, or the Chairman of the Audit Committee
events of questionable, fraudulent, or illegal nature. In addition, the Company
recently adopted a Code of Ethics for the Chief Executive Officer and senior
financial officers that, among other things, requires prompt internal reporting
of violations of that Code, the Code of Business Conduct and Ethics, fraud, and
a variety of other matters.

     As an additional measure to support our commitment to ethical conduct, the
Audit Committee of our Board of Directors has adopted the following policies and
procedures for (i) the receipt, retention, and treatment of complaints received
by the Company regarding accounting, internal controls, or auditing matters; and
(ii) the confidential, anonymous submission by employees of the Company of
concerns regarding questionable accounting or auditing matters.

1.   REPORTING OF CONCERNS OR COMPLAINTS REGARDING ACCOUNTING, INTERNAL
     CONTROLS, OR AUDITING MATTERS.

     Taking action to prevent problems is part of the Company's culture. If you
observe possible unethical or illegal conduct, you are encouraged to report your
concerns. Employees and others involved with the Company are urged to come
forward with any such information, without regard to the identity of position of
the suspected offender.

     Employees and others may choose any of the following modes of communicating
suspected violations of law, policy, or other wrongdoing, as well as any
concerns regarding questionable accounting or auditing matters (including
deficiencies in internal controls):

O    Report the matter to your supervisor; or

O    Report the matter to the Company's CEO or General Counsel; or

O    Report the matter to the Chairman of the Audit Committee.

2.   CONFIDENTIALITY.

     The Company will treat all communications under this Policy in a
confidential manner, except to the extent necessary (a) to conduct a complete
and fair investigation, or (b) for reviews of Company operations by


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the Company's Board of Directors, its Audit Committee, and the Company's
independent public accountants and the Company's outside legal counsel.

     Moreover, if your situation requires that your identity be protected, you
are still encouraged to please submit an anonymous report to the Audit Committee
Chairman. Please call or have someone else call the CEO or General Counsel
requesting the name and address of the Audit Committee member, and if they for
any reason fail to provide you with the information at the time you speak to one
of them, call the Company's external auditors to obtain such information. In the
alternative, you may contact the Audit Committee Chairman directly by sending a
letter addressed as follows: "Mr. Brad Baker, 760 N. River Road, Venice, FL
34293."

     Retaliation.

     Any individual who in good faith reports a possible violation of the
Company's Code of Business Conduct and Ethics, the Code of Ethics for the Chief
Executive Officer and senior financial officers, or of law, or any concerns
regarding questionable accounting or auditing matters, even if the report is
mistaken, or who assists in the investigation of a reported violation, will be
protected by the Company. Retaliation in any form against these individuals will
not be tolerated. Any act of retaliation should be reported immediately and will
be disciplined appropriately.

     Specifically, the Company will not discharge, demote, suspend, threaten,
harass, or in any other manner discriminate or retaliate against any employee in
the terms and conditions of the employee's employment because of any lawful act
done by that employee to either (a) provide information, cause information to be
provided, or otherwise assist in any investigation regarding any conduct that
the employee reasonably believes constitutes a violation of any Company code of
conduct, law, rule, or regulation, including any rule or regulation of the
Securities and Exchange Commission or any provision of Federal law relating to
fraud against shareholders, or (b) file, cause to be filed, testify, participate
in, or otherwise assist in a proceeding filed or, to the employee's knowledge,
about to be filed relating to an alleged violation of any such law, rule, or
regulation.



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