**EXHIBIT 14.1**

 

**AXCESS INTERNATIONAL,INC.**

**CODE OF ETHICS FOR SENIORFINANCIAL OFFICERS**

 

This Code of Ethics applies tothe Chief Executive Officer, Chief Financial Officer, and any PrincipalAccounting Officer or Controller (“Senior Financial Officers”) of AxcessInternational, Inc. (the “Company”). Its purpose is to promote honest and ethical conduct and compliance withthe law, particularly as related to the maintenance of the Company’s financialrecords and the preparation of financial statements filed with the Securitiesand Exchange Commission (the “SEC”).

 

**General Principles**

 

Senior Financial Officers areexpected to carry out their responsibilities honestly and with integrity,exercising at all times their best independent judgment.

 

1.                                       ***Conflict of Interests.***  Senior Financial Officers must avoidsituations in which their own interests conflict, or may appear to conflict,with the interests of the Company.  Aconflict of interest can arise when a Senior Financial Officer takes actions orhas interests that may make it difficult to perform  his or her work objectively and effectively.  Conflicts ofinterest also arise when a Senior Financial Officer, or a member of his or herfamily, receives improper personal benefits as a result of his or her positionin the Company.  In any case in which aSenior Financial Officer finds himself or herself with an actual or apparentmaterial conflict of interest, he or she must properly disclose it to theCompany’s counsel, who will review the transaction or relationship.  If Company’s counsel determines that amaterial conflict does exist, he or she will refer the matter to the AuditCommittee of the Board of Directors, which shall determine how the situationshould be resolved.  In furtherance ofthe foregoing, no Senior Financial Officer may:

 

(a)                                  compete, directly orindirectly, with or against the Company;

 

(b)                                 work for or receivepayments for services from any competitor, customer, distributor or supplier ofthe Company;

 

(c)                                  receive compensationin connection with services performed relating to any transaction entered intoby the Company, other than compensation received in the ordinary course ofemployment by the Company;

 

(d)                                 take or otherwiseappropriate for his or her personal benefit, or for the benefit of any otherperson or enterprise, any opportunity or potential opportunity that arises ormay arise in any line of business in which the Company or any Companysubsidiary engages or is considering engaging, without first notifying andobtaining the written approval of the Audit Committee;

 

(e)                                  hold, or have anyimmediate family member who holds, any interest in any corporation or entitythat directly or indirectly competes with the Company or any division oraffiliate;

 

(f)                                    accept gifts ofmore than a nominal value from any customer or supplier; or

 

(g)                                 provide a gift to anyperson or entity that would violate any law.

 

2.                                       ***Full, Fair, and Timely Disclosure.***  Senior Financial Officers are responsiblefor assuring full, fair, accurate, timely and understandable disclosure ofrelevant financial information to shareholders and investors.  In particular, they are responsible forassuring that the Company complies with the federal securities laws governingdisclosure of financial information, and for assuring that press releases andcommunications with investors and securities analysts are fair andaccurate.  Accordingly, it is theresponsibility of each of the Senior Financial Officers to promptly bring tothe attention of the Company’s counsel and to the Audit Committee any credibleinformation of which he or she becomes aware, that would place in doubt theaccuracy or completeness, in any material respect, of any disclosures of whichhe or she is aware, that have been made or are to be made, whether directly orindirectly by the Company, in any public SEC filing or submission, or any otherformal or informal public communication, whether written or oral (including butnot limited to a  press release).

 

Additionally,each Senior Financial Officer is responsible for promptly bringing to theattention of the Company’s counsel and the Audit Committee any credibleinformation of which he or she becomes aware that indicates any deficiency inthe Company’s internal control over financial reporting within the meaning ofSection 404 of the Sarbanes-Oxley Act and the SEC’s implementing rules, and/orthe Company’s disclosure controls and procedures for preparing SEC reports orother public communications as mandated by Section 302 of the Sarbanes-OxleyAct and the SEC’s implementing rules, even if a materially inaccurate orincomplete

 

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disclosure byor on behalf of the Company has not resulted or is not expected imminently toresult from such deficiency.

 

Each SeniorFinancial Officer is reminded, moreover, that the Company is required by lawand this Code of Ethics to keep books and records that accurately and fairlyreflect its business operations, its acquisition and disposition of assets andits incurrence of liabilities, as part of a system of internal accountingcontrols that will ensure the reliability and adequacy of these books andrecords and that will ensure that access to Company assets is granted only aspermitted by Company policies.

 

Among otherthings, Senior Financial Officers shall:

 

(a)          establishand maintain internal controls and procedures and disclosure controls andprocedures designed to assure that financial information is recorded, processedand transmitted to those responsible for preparing periodic reports and otherpublic communications containing financial information so that they arecomplete, accurate and timely;

 

(b)         oversee theappropriate personnel to help ensure that the internal controls and proceduresand disclosure controls and procedures are being followed;

 

(c)          carefullyreview each periodic report for accuracy and completeness before it is filedwith the SEC and carefully review each public communication containingfinancial information before it is released;

 

(d)         never createor maintain secret or unrecorded funds, assets, or accounts, or intentionallymake a payment or approve an invoice, expense report or other document that isincorrect, misleading or inaccurate; and

 

(e)          comply atall times with applicable government laws, rules and regulations.

 

3.                                       **Compliance with the Code of Ethics.**  SeniorFinancial Officers should promptly bring to the attention of the AuditCommittee or the full Board of Directors:

 

(a)          any mattersthat could compromise the integrity of the Company’s financial reports;

 

(b)         anydisagreements with respect to any material accounting matter; and

 

(c)          anyviolation of this Code of Ethics or of any law or regulation related to theCompany’s accounting or financial affairs.

 

4.                                       **Whisleblowers.**    No Senior Financial Officer may discharge, demote, suspend,threaten, harass, or in any other manner discriminate against an employee inthe terms and conditions of employment because of any lawful act done by theemployee (1) to provide information, cause information to be provided, orotherwise assist in an investigation regarding any conduct that the employeereasonably believes constitutes a violation of law, including any rule orregulation of the SEC, or any provision of federal law relating to fraudagainst shareholders or (2) to file, cause to be filed, testify, participatein, or otherwise assist in a proceeding filed or about to be filed (with anyknowledge of the employer) relating to an alleged violation of law, includingany rule or regulation of the SEC, or any provision of federal law relating tofraud against shareholders.

 

5.                                       **Independent Auditors.**    Senior Financial Officers are prohibitedfrom directly or indirectly taking any action to fraudulently influence,coerce, manipulate or mislead the Company’s independent public auditors for thepurpose of rendering the financial statements of the Company misleading.

 

6.                                       **Amendment or Waiver.**    The Board of Directors shall approve anywaiver of or amendment to this Code of Ethics, and any such waiver or amendmentshall be disclosed promptly, as required by law or SEC regulation.

 

7.                                       **Sanctions for Violoation.**    A failure by any Senior Financial Officer tocomply with the laws or regulations governing the Company’s business, this Codeof Ethics, or any other Company policy or requirement may result indisciplinary action, including immediate termination and, if warranted, legalproceedings.  The Audit Committee willinvestigate violations and appropriate action will be taken in the event of anyviolations of this Code of Ethics.

 

 

**Datedand approved by the Board of Directors on this 26 day of March, 2004.**

 

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