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EXHIBIT 14.1
 AXCESS INTERNATIONAL, INC.
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
  General Principles
  1.
    
    Conflict of Interests.Senior Financial 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 a Senior Financial Officer takes actions
or has interests that may make it difficult to perform his or her work objectively and
effectively. Conflicts of interest also arise when a Senior Financial Officer, or a
member of his or her family, receives improper personal benefits as a result of his or
her position in the Company. In any case in which a Senior Financial Officer finds
himself or herself with an actual or apparent material conflict of interest, he or she
must properly disclose it to the Companys counsel, who will review the transaction or
relationship. If Companys counsel determines that a material conflict does exist, he
or 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 Senior Financial Officer may:
 (a)
    
    compete, directly or indirectly, with or against the Company;(b)
    
    work for or receive payments for services from any competitor,
customer, distributor or supplier of the Company;(c)
    
    receive compensation in connection with services performed relating
to any transaction entered into by the Company, other than compensation received
in the ordinary course of employment by the Company;(d)
    
    take or otherwise appropriate for his or her personal benefit, or
for the benefit of any other person or enterprise, any opportunity or potential
opportunity that arises or may arise in any line of business in which the Company
or any Company subsidiary engages or is considering engaging, without first
notifying and obtaining the written approval of the Audit Committee;(e)
    
    hold, or have any immediate family member who holds, any interest
in any corporation or entity that directly or indirectly competes with the
Company or any division or affiliate;(f)
    
    accept gifts of more than a nominal value from any customer or
supplier; or(g)
    
    provide a gift to any person or entity that would violate any law.
 2.
    
    Full, Fair, and Timely Disclosure.Senior Financial Officers are responsible for
assuring full, fair, accurate, timely and understandable disclosure of relevant
financial information to shareholders and investors. In particular, they are
responsible for assuring that the Company complies with the federal securities laws
governing disclosure of financial information, and for assuring that press releases and
communications with investors and securities analysts are fair and accurate.
Accordingly, it is the responsibility of each of the Senior Financial Officers to
promptly bring to the attention of the Companys counsel and to the Audit Committee any
credible information of which he or she becomes aware, that would place in doubt the
accuracy or completeness, in any material respect, of any disclosures of which he or she
is aware, that have been made or are to be made, whether directly or indirectly by the
Company, in any public SEC filing or submission, or any other formal or informal public
communication, whether written or oral (including but not limited to a press release).Additionally, each Senior Financial Officer is responsible for promptly bringing to
the attention of the Companys counsel and the Audit Committee any credible
information of which he or she becomes aware that indicates any deficiency in the
Companys internal control over financial reporting within the meaning of Section 404
of the Sarbanes-Oxley Act and the SECs implementing rules, and/or the Companys
disclosure controls and procedures for preparing SEC reports or other public
communications as mandated by Section 302 of the Sarbanes-Oxley Act and the SECs
implementing rules, even if a materially inaccurate or incomplete




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disclosure by or on behalf of the Company has not resulted or is not expected
imminently to result from such deficiency.Each Senior Financial Officer is reminded, moreover, that the Company is required by
law and this Code of Ethics to keep books and records that accurately and fairly
reflect its business operations, its acquisition and disposition of assets and its
incurrence of liabilities, as part of a system of internal accounting controls that
will ensure the reliability and adequacy of these books and records and that will
ensure that access to Company assets is granted only as permitted by Company policies.Among other things, Senior Financial Officers shall:
 (a)
    
    establish and maintain internal controls and procedures and
disclosure controls and procedures designed to assure that financial information
is recorded, processed and transmitted to those responsible for preparing
periodic reports and other public communications containing financial information
so that they are complete, accurate and timely;(b)
    
    oversee the appropriate personnel to help ensure that the internal
controls and procedures and disclosure controls and procedures are being
followed;(c)
    
    carefully review each periodic report for accuracy and completeness
before it is filed with the SEC and carefully review each public communication
containing financial information before it is released;(d)
    
    never create or maintain secret or unrecorded funds, assets, or
accounts, or intentionally make a payment or approve an invoice, expense report
or other document that is incorrect, misleading or inaccurate; and(e)
    
    comply at all times with applicable government laws, rules and
regulations.
 Compliance with the Code of Ethics.
 (a)
    
    any matters that could compromise the integrity of the Companys
financial reports;(b)
    
    any disagreements with respect to any material accounting matter;
and(c)
    
    any violation of this Code of Ethics or of any law or regulation
related to the Companys accounting or financial affairs.
 Whisleblowers.
 Independent Auditors.
 Amendment or Waiver.
 Sanctions for Violoation.
 Dated and approved by the Board of Directors on this 26 th