EXHIBIT
14.1




CODE
OF BUSINESS CONDUCT AND ETHICS




THIS
CODE APPLIES TO EVERY DIRECTOR, OFFICER (INCLUDING THE PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL OFFICER), AND EMPLOYEES OF AML COMMUNICATIONS,
INC. (THE “COMPANY”).




To
further the Company's fundamental principles of honesty, loyalty, fairness and
forthrightness, the Board of Directors of the Company (the "Board:") has established and
adopted this Code of Business Conduct and Ethics (this “Code”).




This Code
strives to deter wrongdoing and promote the following six
objectives:




·
            honest
      and ethical conduct;




·
            avoidance
      of conflicts of interest;




·
            full,
      fair, accurate, timely and transparent
  disclosure;




·
            compliance
      with applicable government and self-regulatory organization laws, rules
      and regulations;




·
            prompt
      internal reporting of Code violations;
and




·
            accountability
      for compliance with the Code.




Below, we
discuss situations that require application of our fundamental principles and
promotion of our objectives.  If you believe there is a conflict
between this Code and a specific procedure, please consult the Company's Board
of Directors for guidance.




Each of
our directors, officers and employees is expected to:




·
            understand
      the requirements of their position, including Company expectations, and
      governmental rules and regulations that apply to their
      position;




·
            comply
      with this Code and all applicable laws, rules and
    regulations;




·
            report
      any violation of this Code of which you become aware;
  and




·
            be accountable for complying with
      this Code.










Table
Of Contents








ETHICS
      ADMINISTRATOR
              3ACCOUNTING
      POLICIES
              3AMENDMENTS
      AND MODIFICATIONS OF THIS CODE
              3COMPLIANCE
      WITH LAWS, RULES AND REGULATIONS
              3COMPUTER
      AND INFORMATION SYSTEMS
              4CONFIDENTIAL
      AND PROPRIETARY INFORMATION
              4DISCIPLINE
      FOR NONCOMPLIANCE WITH THIS CODE
              5DISCLOSURE
      POLICIES AND CONTROLS
              5FILING
      OF GOVERNMENT REPORTS
              6INSIDER
      TRADING OR TIPPING
              6REPORTING
      VIOLATIONS OF THIS CODE
              7WAIVERS
              7CONCLUSION
              8










ETHICS
ADMINISTRATOR


All
matters concerning this Code shall be heard by the Board of
Directors.




ACCOUNTING
POLICIES


The
Company will make and keep books, records and accounts, which in reasonable
detail accurately and fairly present the Company’s transactions.




All
directors, officers, employees and other persons are prohibited from directly or
indirectly falsifying or causing to be false or misleading any financial or
accounting book, record or account. You and others are expressly prohibited from
directly or indirectly manipulating an audit, and from destroying or tampering
with any record, document or tangible object with the intent to obstruct a
pending or contemplated audit, review or federal investigation.  The
commission of, or participation in, one of these prohibited activities or other
illegal conduct will subject you to federal penalties, as well as to punishment,
up to and including termination of employment.




No
director, officer or employee of the Company may directly or indirectly make or
cause to be made a materially false or misleading statement, or omit to state,
or cause another person to omit to state, any material fact necessary to make
statements made not misleading, in connection with the audit of financial
statements by independent accountants, the preparation of any required reports
whether by independent or internal accountants, or any other work which involves
or relates to the filing of a document with the Securities and Exchange
Commission (“SEC”).




AMENDMENTS
AND MODIFICATIONS OF THIS CODE







There
shall be no amendment or modification to this Code except upon approval by the
Board of Directors.




In case
of any amendment or modification of this Code that applies to an officer or
director of the Company, the amendment or modification shall be posted on the
Company's website within two days of the board vote or shall be otherwise
disclosed as required by applicable law or the rules of any stock exchange or
market on which the Company's securities are listed for
trading.  Notice posted on the website shall remain there for a period
of twelve months and shall be retained in the Company's files as required by
law.




COMPLIANCE
WITH LAWS, RULES AND REGULATIONS


The
Company's goal and intention is to comply with the laws, rules and regulations
by which we are governed.  In fact, we strive to comply not only with
requirements of the law but also with recognized compliance
practices.  All illegal activities or illegal conduct are prohibited
whether or not they are specifically set forth in this Code.




Where law
does not govern a situation or where the law is unclear or conflicting, you
should discuss the situation with your supervisor, our CEO or the chairman of
the Board of Directors, who may then direct you to our legal
counsel.  Business should always be conducted in a fair and forthright
manner.  Directors, officers and employees are expected to act
according to high ethical standards.




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COMPUTER
AND INFORMATION SYSTEMS


For
business purposes, officers and employees are provided telephones and computer
workstations and software, including network access to computing systems such as
the Internet and e-mail, to improve personal productivity and to efficiently
manage proprietary information in a secure and reliable manner.  You
must obtain the permission from your supervisor or our CEO to install any
software on any Company computer or connect any personal laptop to the Company
network.  As with other equipment and assets of the Company, we are
each responsible for the appropriate use of these assets.  Except for
limited personal use of the Company's telephones and computer/e-mail, such
equipment may be used only for business purposes.  Officers and
employees should not expect a right to privacy of their e-mail or Internet
use.  All e-mails or Internet use on Company equipment is subject to
monitoring by the Company.




CONFIDENTIAL
AND PROPRIETARY INFORMATION


It is the
Company's policy to ensure that all operations, activities and business affairs
of the Company and our business associates are kept confidential to the greatest
extent possible.  Confidential information includes all non-public
information that might be of use to competitors, or that might be harmful to the
Company or its customers if disclosed.  Confidential and proprietary
information about the Company or its business associates belongs to the Company,
must be treated with strictest confidence and is not to be disclosed or
discussed with others.




Unless
otherwise agreed to in writing, confidential and proprietary information
includes any and all information from which the Company may derive an economic
benefit, including, but not limited to, methods, inventions, improvements or
discoveries, whether or not patentable or copyrightable, and any other
information of a similar nature disclosed to the directors, officers or
employees of the Company or otherwise made known to the Company as a consequence
of or through employment or association with the Company (including information
originated by the director, officer or employee).  This can include,
but is not limited to, information regarding the Company's business, products,
processes, and services. It also can include information relating to research,
development, inventions, trade secrets, intellectual property of any type or
description, data, business plans, marketing strategies, engineering, contract
negotiations, contents of the Company intranet and business methods or
practices.




The
following are examples of information that is not considered
confidential:




·
            information
      that is in the public domain to the extent it is readily
      available;




·
            information
      that becomes generally known to the public other than by disclosure by the
      Company or a director, officer or employee;
or




·
            information
      you receive from a party that is under no legal obligation of
      confidentiality with the Company with respect to such
      information.




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We have
exclusive property rights to all confidential and proprietary information
regarding the Company or our business associates.  The unauthorized
disclosure of this information could destroy its value to the Company and give
others an unfair advantage.  You are responsible for safeguarding
Company information and complying with established security controls and
procedures.  All documents, records, notebooks, notes, memoranda and
similar repositories of information containing information of a secret,
proprietary, confidential or generally undisclosed nature relating to the
Company or our operations and activities, including any copies thereof, unless
otherwise agreed to in writing, belong to the Company and shall be held by you
in trust solely for the benefit of the Company.  Confidential or
proprietary information must be delivered to the Company by you on the
termination of your association with us or at any other time we
request.




DISCIPLINE
FOR NONCOMPLIANCE WITH THIS CODE


Disciplinary
actions for violations of this Code can include oral or written reprimands,
suspension or termination of employment or a potential civil lawsuit against
you.   The violation of laws, rules or regulations, which can
subject the Company to fines and other penalties, may result in your criminal
prosecution.




DISCLOSURE
POLICIES AND CONTROLS


The
continuing excellence of the Company's reputation depends upon our full and
complete disclosure of important information about the Company that is used in
the securities marketplace. Our financial and non-financial disclosures and
filings with the SEC must be transparent, accurate and timely.  We
must all work together to insure that reliable, truthful and accurate
information is disclosed to the public.




The
Company must disclose to the SEC, current security holders and the investing
public information that is required, and any additional information that may be
necessary to ensure the required disclosures are not misleading or
inaccurate.  The Company requires you to participate in the disclosure
process, which is overseen by our CEO and Principal Financial
Officer.  The disclosure process is designed to record, process,
summarize and report material information as required by all applicable laws,
rules and regulations.  If you become aware of any material
information that you believe should be disclosed to the public, it is your
responsibility to bring such information to the attention of the CEO or the
Principal Financial Officer. Participation in the disclosure process is a
requirement of a public company, and full cooperation and participation by our
CEO, the Principal Financial Officer, and, upon request, other employees in the
disclosure process is a requirement of this Code.




Officers
and employees must fully comply with their disclosure responsibilities in an
accurate and timely manner or be subject to discipline of up to and including
termination of employment.




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FILING
OF GOVERNMENT REPORTS


Any
reports or information provided, on our behalf, to federal, state, local or
foreign governments should be true, complete and accurate.  Any
omission, misstatement or lack of attention to detail could result in a
violation of the reporting laws, rules and regulations.




INSIDER
TRADING OR TIPPING




Directors,
officers and employees who are aware of material, non-public information from or
about the Company (an “insider”), are not permitted,
directly or through family members or other persons or entities,
to:




·
            buy
      or sell securities (or derivatives relating to such securities) of the
      Company, or




·
            pass
      on, tip or disclose material, nonpublic information to others outside the
      Company including family and
friends.




Such
buying, selling or trading of securities may be punished by discipline, up to
and including termination of employment; civil actions, resulting in penalties
of up to three times the amount of profit gained or loss avoided by the inside
trade or stock tip; or criminal actions, resulting in fines up to $5,000,000and
20 years in jail for individuals.




Employers
and other controlling persons (including supervisory personnel) also are at risk
under U.S. Securities laws.  Controlling persons may, among other
things, face penalties of the greater of $5,000,000 or three times the profits
made or losses avoided by the trader if they recklessly fail to take preventive
steps to control insider trading.




Thus, it
is important, both to you and the Company, that insider trading violations do
not occur. Examples of information that may be considered material, non-public
information in some circumstances are:




·
            undisclosed
      annual, quarterly or monthly financial results, a change in earnings or
      earnings projections, or unexpected or unusual gains or losses in major
      operations;




·
            undisclosed
      negotiations and agreements regarding mergers, concessions, joint
      ventures, acquisitions, divestitures, business combinations or tender
      offers;




·
            undisclosed
      major management changes;




·
            a
      substantial contract award or termination that has not been publicly
      disclosed;




·
            a
      major lawsuit or claim that has not been publicly
    disclosed;




·
            the
      gain or loss of a significant customer or supplier that has not been
      publicly disclosed;




·
            an
      undisclosed filing of a bankruptcy petition by the
  Company;




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·
            information
      that is considered confidential;
and




·
            any
      other undisclosed information that could affect our stock
      price.




The same
policy also applies to securities issued by another company if you have acquired
material, nonpublic information relating to such company in the course of your
employment or affiliation with the Company.




When
material information has been publicly disclosed, each insider must continue to
refrain from buying or selling the securities in question until the third
business day after the information has been publicly released to allow the
markets time to absorb the information.




The
Company has put in place a trading blackout during which directors, executive
officers, and designated employees may not trade.  For more details,
and to determine if you are subject to the blackout periods, you should contact
the Principal Financial Officer.




REPORTING
VIOLATIONS OF THIS CODE




You
should be alert and sensitive to situations that could result in actions that
might violate federal, state, or local laws or the standards of conduct set
forth in this Code.  If you believe your own conduct or that of a
fellow employee may have violated any such laws or this Code, you have an
obligation to report the matter.




Generally,
you should raise such matters first with an immediate
supervisor.  However, if you are not comfortable bringing the matter
up with your immediate supervisor, or do not believe the supervisor has dealt
with the matter properly, then you should raise the matter with our CEO, or
Principal Financial Officer, who may, if a law, rule, or regulation is in
question, then refer you to our legal counsel.  The most important
point is that possible violations should be reported and we support all means of
reporting them.




Directors
and officers should report any potential violations of this Code to the chairman
of the Board of Directors or to our legal counsel.




We will
not allow retaliation against an employee for reporting a possible violation of
this Code in good faith.  Retaliation for reporting a federal offense
is illegal under federal law and prohibited under this
Code.  Retaliation for reporting any violation of a law, rule or
regulation or a provision of this Code is prohibited.  Retaliation
will result in discipline, up to and including termination of employment, and
may also result in criminal prosecution.  However, if a reporting
individual was involved in improper activity the individual may be appropriately
disciplined even if he or she was the one who disclosed the matter to the
Company.  In these circumstances, we may consider the conduct of the
reporting individual in reporting the information as a mitigating factor in any
disciplinary decision.




WAIVERS




There
shall be no waiver of any part of this Code for any director, officer, or
employee, except by a vote of the Board of Directors.  In case a
waiver of this Code is granted to a director, officer, or employee, the notice
of such waiver shall be posted on our website within five days of the Board’s
vote or shall be otherwise disclosed as required by applicable law or the rules
of any stock exchange or market on which the Company's securities are listed for
trading.  Notices posted on our website shall remain there for a
period of 12 months and shall be retained in our files as required by
law.




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CONCLUSION







This Code
is an attempt to point all of us at the Company in the right direction, but no
document can achieve the level of principled compliance that we are
seeking.  In reality, each of us must strive every day to maintain our
awareness of these issues and to comply with the Code’s principles to the best
of our abilities.  Before we take an action, we must always ask
ourselves:




·
            Does
      it feel right?




·
            Is
      this action ethical in every way?




·
            Is
      this action in compliance with the
law?




·
            Could
      my action create an appearance of
impropriety?




·
            Am
      I trying to fool anyone, including myself, about the propriety of this
      action?




If an
action would elicit the wrong answer to any of these questions, do not take
it.  We cannot expect perfection, but we do expect good
faith.  If you act in bad faith or fail to report illegal or unethical
behavior, then you will be subject to disciplinary procedures.  We
hope that you agree that the best course of action is to be honest, forthright
and loyal at all times.




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ACKNOWLEDGEMENT
OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS









I have
received and read the Company’s code of Business Conduct and
Ethics.  I understand the standards and policies contained in the Code
and understand that there may be additional policies or laws specific to my
position.  I further agree to comply with the code.




If I have
questions concerning the meaning or application of the code, any Company
policies, or legal and regulatory requirements applicable to my position, I know
I can consult my immediate supervisor, CEO, or Principal Financial
Officer.
























_____________________________                                          _____________




Print
Name                                                                                                Date
























Please
sign and return this acknowledgement to the Principal Financial
Officer.







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