CODE OF ETHICS                        Exhibit 14.1

IR  BioSciences  Holdings,  Inc. is  committed  to  conducting  its  business in
accordance  with  the  highest  ethical  standards.  It  is  the  policy  of  IR
BioSciences  Holdings,  Inc.  and  each of its  subsidiaries  (collectively  and
separately  referred to herein as "the Company") to conduct its business fairly,
ethically, and in a fashion that complies with applicable laws, regulations, and
government   requirements.   All  conduct   inconsistent  with  this  policy  is
prohibited.  This Code of Ethics  requires not only the avoidance of misconduct,
but also  the  avoidance  of acts or  omissions  that  give  the  appearance  of
misconduct.  Company directors,  officers,  employees, and representatives shall
not enter into any  activity  or incur any  expense  or  liability  which  would
compromise our commitment to these high  standards.  Failure to comply with this
Code of Ethics by an officer or employee will subject the officer or employee to
disciplinary action, up to and including termination of employment.  Any failure
by a  director  to comply  with this Code of  Ethics  shall be  reported  to the
Company's  Board  of  Directors  for  review,  and the  committee  shall  make a
recommendation  to the  board of  directors  on  appropriate  action,  which may
include removal from the board of directors.

This Code of Ethics is designed to deter wrongful behavior and to promote:

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

     2. fair, full,  accurate,  timely and understandable  disclosure in reports
and documents  that a registrant  files with, or submits to, the  Securities and
Exchange Commission and in other public communications made by the registrant;

     3. compliance with applicable governmental laws, rules and regulations;

     4. the  prompt  internal  reporting  to an  appropriate  person or  persons
identified in the Code of violations of the Code; and

     5. accountability for adherence to the Code.

It is not possible to enumerate all of the  situations  which could result in an
actual or apparent violation of this policy. However, the following areas are of
particular  concern to the Company  with  respect to the ethical  conduct of the
Company's business. These principles must be interpreted using good judgment and
common  sense.  Employees and officers are  encouraged  to discuss  questions or
concerns relating to this Code of Ethics with their  supervisors,  other members
of  management  or the  outside  and  independent  Board  member  designated  to
entertain  issues  regarding the Code of Ethics,  while directors  should direct
their questions and concerns to the Board of Directors.

CONFLICTS OF  INTEREST.  Any direct or indirect  conflict of interest  between a
director,   officer,   or  employee  and  the  Company  is  prohibited,   unless
specifically consented to by the Company. A director, officer, or employee has a
conflict of interest if, in the course of his or her duties for the Company, his
or her judgment and  discretion  is or may be influenced  by  considerations  of
personal  gain or  benefit,  or gain or benefit to a third  party other than the
Company.  All  business  decisions  for the Company  should be based upon what a
director,  officer, or employee honestly believes to be in the best interests of
the  Company  and in the  long  term  interest  of its  stockholders.  Potential
conflicts of interest  should be immediately  reported by directors to the Board
of Directors and by officers and employees  notifying  their  supervisors of the
potential  conflict  so  that  an  appropriate  determination  can be made as to
whether or not a conflict  exists and what remedial  action,  if any,  should be
taken.

PROTECTION OF CORPORATE  OPPORTUNITIES.  Directors,  officers, and employees are
prohibited  from (a) taking for  themselves  personally  opportunities  that are
discovered through the use of corporate property,  information, or position; (b)
using corporate  property,  information,  or position for personal gain; and (c)
competing  with the Company;  unless such  opportunity  has been rejected by the
Company and the person  would not be  prohibited  from taking  advantage  of the
opportunity by any other Company policy.

<PAGE>

FAIR DEALING.  The Company is committed to conducting its business fairly and in
accordance with the highest ethical standards. No director, officer, or employee
is authorized to use unfair techniques,  such as  misrepresentation  of material
facts  or  improper  concealment  of  business  information  to gain a  business
advantage.  Additionally, no director, officer, or employee or representative of
the Company shall offer or accept a bribe,  kickback, or improper favor in order
to secure a business advantage.

CONFIDENTIAL  INFORMATION.  During and after  employment  by or service with the
Company, directors,  officers, and employees shall not divulge to third parties,
or  appropriate  to their own use,  or to the use of  others,  any  confidential
information  obtained  during  employment  or service for the  Company;  except,
however,  directors,   officers  and  employees  of  the  company  may  disclose
confidential information to their immediate family,  accountants,  attorneys and
business and financial  advisors,  as long as the director,  officer or employee
makes  appropriate   arrangements  so  that  the  confidential   information  is
maintained confidential and is not then disseminated to any other third parties.
The term  "confidential  information" as used in this policy includes but is not
limited to trade secrets,  technical  materials and information,  geological and
geophysical  information,  reserve data,  prospect data,  maps,  logs, bid data,
transaction  information,  processes,  technology,  compilations of information,
engineering information,  financial information, or specifications that are used
in the operation of the Company's business or that may eventually be used in the
operation  of the  Company's  business,  and other  information  relating to the
Company's business that is not public knowledge.

PROTECTION  OF AND  PROPER  USE OF  COMPANY  ASSETS.  Use or access  to  Company
property  for any  unlawful or improper  purpose is  strictly  prohibited.  This
prohibition  includes any use that is unlawful or improper under  applicable law
or  ethical  standards,  regardless  of the  practices  of  other  companies  or
individuals.  As part of this  obligation,  officers and employees  shall follow
Company  procedures  to  ensure  that  business  transactions  are  consistently
executed,  recorded,  and  reported  in such a manner as to allow the Company to
accurately  compile  and  report its  financial  statements.  Additionally,  all
transaction  records  shall be preserved for the  appropriate  amount of time in
accordance with Company policy.

COMPLIANCE WITH LAWS,  RULES,  AND  REGULATIONS.  It is the Company's  policy to
conduct its business in accordance with all applicable laws, rules, regulations,
and government requirements. Each director, officer, and employee of the Company
is  responsible  for  familiarizing  himself  or herself  with the laws,  rules,
regulations,  and  government  requirements  applicable to his  responsibilities
within the Company.

REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR.  It is the direct  responsibility of
each  officer  or  employee  of the  Company  to  report  promptly  any  actual,
attempted,  or apparent violation of laws, rules,  regulations,  or this Code of
Ethics. In the event that a violation is observed by,  responsibly  reported to,
or is indicated by records or other information of which the officer or employee
becomes aware, the person should report the event to the outside and independent
Board member  designated to entertain issues  regarding the Code of Ethics.  Any
concerns regarding accounting, internal accounting controls, or auditing matters
may be reported to the Audit  Committee  of the Board of  Directors  through the
Company's  procedures for such reporting.  Officers and employees  should always
keep  in  mind  that  the  Company   supports  the  good  faith   reporting  and
investigation of potential violations of this Code of Ethics.

In no event will the Company take or threaten  any action  against an officer or
employee  for  making a  complaint  or  disclosing  information  in good  faith.
Retaliation  or  retribution  against any officer or employee  who in good faith
reports a violation  pursuant  to this Code of Ethics is cause for  disciplinary
action, up to and including termination of employment.

ENFORCEMENT. Each responsible manager will be responsible for enforcement of the
Code of Ethics,  in  coordination  with the Company's  General Counsel and Human
Resources Department. Disciplinary actions with regard to officers and employees
of the  Company  will  be  implemented  by the  Human  Resources  Department  in
accordance   with  the   Company's   disciplinary   procedures.   Under  certain
circumstances,  violation of this Code of Ethics may also result in referral for
civil action or criminal prosecution.

WAIVERS. The Company does not approve of the types of conduct prohibited by this
Code of Ethics and would rarely grant exceptions to its application.  Any waiver
of this Code of Ethics for a director or  executive  officer of the Company must
be approved by the Board of Directors and the full board, with a majority of the
members of the Board of Directors  voting to approve the waiver being  directors
who are

<PAGE>

disinterested,  as defined by applicable  law, with respect to the matter giving
rise to the need for a waiver.  Any waiver of the Code of Ethics  approved for a
director or  executive  officer  will be  promptly  disclosed  to the  Company's
stockholders  in a form 8-K within four  business  days of the waiver and in any
other  appropriate  manner,  as provided for by applicable  law,  regulations or
listing  standards.  Any waiver of the Code of Ethics for an employee who is not
an executive  officer may be approved by the CEO, his  designee,  or pursuant to
policies and procedures approved by the CEO.