Exhibit 14.2

                        DOBI MEDICAL INTERNATIONAL, INC.

                                 (THE "COMPANY")

            CODE OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS

     The Company has a Code of Business Conduct and Ethics applicable to all
directors and employees of the Company. The Chief Executive Officer and all
senior financial officers, including the Chief Financial Officer and principal
accounting officer and Controller are bound by the provisions set forth therein
relating to ethical conduct, conflicts of interest, and compliance with law. In
addition to the Code of Business Conduct and Ethics, the Chief Executive Officer
and senior financial officers are subject to the following additional specific
policies:

     1.   The Chief Executive Officer and all senior financial officers are
          responsible for full, fair, accurate, timely, and understandable
          disclosure in the periodic reports required to be filed by the Company
          with the SEC. Accordingly, it is the responsibility of the Chief
          Executive Officer and each senior financial officer promptly to bring
          to the attention of the General Counsel or, if appropriate, to outside
          counsel, and if applicable, to the Audit Committee any material
          information of which he or she may become aware that affects the
          disclosures made by the Company in its public filings or otherwise
          assist the General Counsel and the Audit Committee in fulfilling their
          responsibilities.

     2.   The Chief Executive Officer and each senior financial officer shall
          promptly bring to the attention of the General Counsel or, if
          appropriate, to outside counsel, if applicable, and the Audit
          Committee any information he or she 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.

     3.   The Chief Executive Officer and each senior financial officer shall
          promptly bring to the attention of the General Counsel or, if
          appropriate, to outside counsel, and to the Audit Committee any
          information he or she may have concerning any violation of this Code
          or the Company's Code of Business Conduct and Ethics, including any
          actual or apparent conflicts of interest between personal and
          professional relationships, involving any


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

     4.   The Chief Executive Officer and each senior financial officer shall
          promptly bring to the attention of the General Counsel or, if
          appropriate, to outside counsel, and if applicable, and the Audit
          Committee any information he or she 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 the
          Code of Business Conduct and Ethics or of these additional procedures.

     5.   The Board of Directors or the Audit Committee shall determine, or
          designate appropriate persons to determine, appropriate actions to be
          taken in the event of violations of the Code of Business Conduct and
          Ethics or of these additional procedures by the Chief Executive
          Officer and the Company's senior financial officers. Such actions
          shall be reasonably designed to deter wrongdoing and to promote
          accountability for adherence to the Code of Business Conduct and
          Ethics 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. 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.