**EXHIBIT 14.1**

 

**AXCESSINTERNATIONAL, INC.**

**CODEOF ETHICS FOR SENIOR FINANCIAL OFFICERS**

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ThisCode of Ethics applies to the Chief Executive Officer, Chief Financial Officer,and any Principal Accounting Officer or Controller (“Senior Financial Officers”)of Axcess International, Inc. (the “Company”).  Its purpose is to promote honest and ethicalconduct and compliance with the law, particularly as related to the maintenanceof the Company’s financial records and the preparation of financial statementsfiled with the Securities and Exchange Commission (the “SEC”).

 

**GeneralPrinciples**

 

SeniorFinancial Officers are expected to carry out their responsibilities honestlyand with integrity, exercising at all times their best independent judgment.

 

1.                                       ***Conflictof Interests.***  SeniorFinancial Officers must avoid situations in which their own interests conflict,or may appear to conflict, with the interests of the Company.  A conflict of interest can arise when aSenior Financial Officer takes actions or has interests that may make itdifficult to perform his or her work objectively and effectively.  Conflicts of interest also arise when aSenior Financial Officer, or a member of his or her family, receives improperpersonal benefits as a result of his or her position in the Company.  In any case in which a Senior FinancialOfficer finds himself or herself with an actual or apparent material conflictof interest, he or she must properly disclose it to the Company’s counsel, whowill review the transaction or relationship. If Company’s counsel determines that a material conflict does exist, heor she will refer the matter to the Audit Committee of the Board of Directors,which shall determine how the situation should be resolved.  In furtherance of the foregoing, no SeniorFinancial Officer may:

 

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

 

(b)                                 work for orreceive payments for services from any competitor, customer, distributor orsupplier of the Company;

 

(c)                                  receivecompensation in connection with services performed relating to any transactionentered into by the Company, other than compensation received in the ordinarycourse of employment by the Company;

 

(d)                                 take orotherwise appropriate for his or her personal benefit, or for the benefit ofany other person or enterprise, any opportunity or potential opportunity thatarises or may 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 haveany immediate family member who holds, any interest in any corporation orentity that 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 giftto any person or entity that would violate any law.

 

2.                                       ***Full,Fair, and Timely Disclosure.***  Senior Financial Officers are responsible forassuring full, fair, accurate, timely and understandable disclosure of relevantfinancial 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).

 

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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 of Section 404of the Sarbanes-Oxley Act and the SEC’s implementing rules, and/or the Company’sdisclosure controls and procedures for preparing SEC reports or other publiccommunications as mandated by Section 302 of the Sarbanes-Oxley Act andthe SEC’s implementing rules, even if a materially inaccurate or incompletedisclosure by or on behalf of the Company has not resulted or is not expectedimminently to result from such deficiency.

 

EachSenior Financial Officer is reminded, moreover, that the Company is required bylaw and this Code of Ethics to keep books and records that accurately andfairly reflect its business operations, its acquisition and disposition ofassets and its incurrence of liabilities, as part of a system of internalaccounting controls that will ensure the reliability and adequacy of thesebooks and records and that will ensure that access to Company assets is grantedonly as permitted by Company policies.

 

Amongother things, Senior Financial Officers shall:

 

(a)          establish andmaintain 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 the appropriatepersonnel to help ensure that the internal controls and procedures anddisclosure 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 create or maintainsecret or unrecorded funds, assets, or accounts, or intentionally make apayment or approve an invoice, expense report or other document that isincorrect, misleading or inaccurate; and

 

(e)          comply at alltimes with applicable government laws, rules and regulations.

 

3.                                       **Compliance with the Code of Ethics.**  Senior FinancialOfficers should promptly bring to the attention of the Audit Committee or thefull Board of Directors:

 

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

 

(b)         any disagreements withrespect to any material accounting matter; and

 

(c)          any violationof this Code of Ethics or of any law or regulation related to the Company’saccounting or financial affairs.

 

4.                                       **Whisleblowers.**    No Senior Financial Officer may discharge,demote, suspend, threaten, harass, or in any other manner discriminate againstan employee in the terms and conditions of employment because of any lawful actdone by the employee (1) to provide information, cause information to beprovided, or otherwise assist in an investigation regarding any conduct thatthe employee reasonably 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,participate in, or otherwise assist in a proceeding filed or about to be filed(with any knowledge of the employer) relating to an alleged violation of law,including any rule or regulation of the SEC, or any provision of federallaw relating to fraud against shareholders.

 

5.                                       **Independent Auditors.**    Senior Financial Officers are prohibited fromdirectly or indirectly taking any action to fraudulently influence, coerce,manipulate or mislead the Company’s independent public auditors for the purposeof 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.

 

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7.                                       **Sanctions for Violation.**    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.

 

 

**Dated and approved by the Board of Directors on this 26**th day of March 2004.

 

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