Exhibit
14.1



























CODE
OF BUSINESS CONDUCT AND ETHICS

for
Directors, Officers and Employees



























































APRIL
2009



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To All Hydrodynex Company Directors, Officers and
Employees:



We recognize that the
high quality of our employees is our Companys greatest strength. The
resourcefulness, professionalism, and dedication of the directors, officers and
employees will ensure that Hydrodynex continues to be very competitive in the
short term and will be well positioned for ongoing success in the long term.



Hydrodynex, Inc.
(Hydrodynex, HDX, or the Company) is committed to the highest standards in all
aspects of its business. To confirm that commitment, attached is the Companys
new Code of Business Conduct and Ethics. The Code of Business Conduct and
Ethics, which emphasizes integrity, ethics, and fairness, elaborates on many of
the legal and ethical principles to which we must all adhere. The Company
expects its directors, officers and employees to comply in every respect with
all applicable laws and regulations and to conduct the Companys business in a
way that protects and promotes our valuable reputation.



All Company directors,
officers and employees, not only in the United States, but also throughout the
world, are responsible for complying with this Code of Business Conduct and
Ethics.1Violations of this Code of Business Conduct and Ethics may
result in serious consequences for the violator, including termination of
employment. Senior managers will be responsible for ensuring that all employees
receive a copy of the Code of Business Conduct and Ethics.



This Code of Business
Conduct and Ethics sets forth important policy statements which deal with
standards of business conduct. As Company employees, we are expected to review
these policies periodically and apply their principles to our daily work. Any
employee who has questions concerning any aspect of these policies should not
hesitate to ask his/her supervisor or other appropriate member of management.



Obviously, the Code of
Business Conduct and Ethics cannot address every conceivable situation we face.
It can only set out general legal and ethical principles, and employees and
directors must use good judgment in applying them. If any employee, director or
officer needs further guidance regarding compliance with applicable laws of this
Code of Business Conduct and Ethics, he or she should contact his/her supervisor
or other appropriate member of management.





Ron Kunisaki

President and
Chief Executive Officer (CEO)











































1This Code applies to all of Hydrodynex,
Inc.s subsidiaries.



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HYDRODYNEX,
INC.



Guiding Principles



Hydrodynex, Inc. is
committed to being North Americas premier water disinfection company. To that
end, we must continuously achieve superior financial and operating results while
adhering to the highest standards of business conduct. These unwavering
expectations provide the foundation for our commitment to those with whom we
interact:



Shareholders. We
are committed to enhancing the long-term value of the investment dollars
entrusted to us by our shareholders. By running the business profitably and
responsibly, we expect to enhance shareholders value.



Employees. The
exceptional quality of our workforce is a valuable competitive edge. To build on
this advantage we will strive to hire and retain the most qualified people
available and maximize their opportunities for success through training and
development. We are committed to maintaining a safe work environment enriched by
diversity and characterized by open communication, trust, and fair treatment.



Communities. We
pledge to be a good corporate citizen in all the places we operate worldwide. We
will maintain the highest ethical standards, obey all applicable laws and
regulations, and respect local and national cultures. Above all other
objectives, we are dedicated to running safe and environmentally responsible
operations.

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HYDRODYNEX,
INC.



CODE OF BUSINESS CONDUCT AND
ETHICS



All directors, officers
and employees of Hydrodynex and its subsidiaries, in the United States and
worldwide (collectively the Company), are required to conduct business
activities and operations in an ethical manner and in compliance with applicable
laws, rules, regulations, Company policies, and the standards set forth in this
Code of Business Conduct and Ethics (the Code).



It is the responsibility
of each supervisor to ensure that the employees under his or her supervision
understand the laws and policies (including this Code) that apply to such
employees, to apply such policies fairly and consistently, and to respond
appropriately to any inquiries or reports of suspected violations. It is the
responsibility of all directors, officers and employees to comply with this Code
and all related policies.



Below, we discuss
situations that require application of our fundamental principles and promotion
of our objectives. If there is a conflict between this Code and a specific
procedure, you should consult his/her supervisor or other appropriate member of
management for guidance.



Accounting Policies



The Company and each of
our subsidiaries will make and keep books, records and accounts, which in
reasonable detail, accurately and fairly present the transactions and
disposition of the assets of our Company. Accounting procedures and controls are
prescribed by, among other things, Company policies. Within these policies, the
senior officers of the operating companies have the primary responsibility for
establishing and monitoring adequate systems of internal accounting and
controls, and all employees must adhere to these controls. The Companys
management and auditors monitor and document compliance with these internal
controls. Employees shall cooperate completely and forthrightly with the
Companys internal and independent auditors.



Conflicts of Interest



Employees of the Company
have a primary business responsibility to the Company and must avoid any
activity that may interfere, or have the appearance of interfering or
conflicting, with the performance of this responsibility. Business decisions
must be based solely on the best interests of the Company, without regard to
personal, family or other extraneous considerations.



Conflicts of interest
can arise when an employees position or responsibilities with the Company
present an opportunity for gain apart from the normal rewards of employment.
They can also arise when an employees personal or family interests are, or may
be viewed as being, inconsistent with those of the Company and therefore as
creating conflicting loyalties. Such conflicting loyalties can cause an employee
to give preference to personal interests, either internal or external, in
situations where Company responsibilities come first.



No employee may
personally benefit from his or her employment with the Company except through
compensation or other approved benefits (including Company securities) received
directly from the Company. This prohibition does not apply to discounts offered
by merchants that are generally available to all employees of the Company.



The appearance of a
conflict of interest can be as damaging to the Company as an actual conflict.
Employees should conduct themselves at all times so as to avoid apparent
conflicts. Any employee who believes he or she may have a conflict of interest
should disclose it immediately to, and seek guidance from their immediate
supervisor. The Companys CEO has sufficient authority to adequately deal with
conflict of interest transactions, including the authority to disclose such
transactions (or potential transactions) to the Companys Board of Directors.



Corporate Opportunities



No employee of the
Company may take personal advantage or obtain personal gain from an opportunity
learned of or discovered during the course and scope of his or her employment
when that opportunity or discovery could be of benefit or interest to the
Company. Likewise, no employee may use Company property, information or position
for personal gain.



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Confidentiality



In the normal course of
business, there will be instances in which employees may be entrusted with
confidential or privileged information. That information most often will involve
facts, plans or other aspects of the Companys business that are not in the
public domain and will, on occasion, involve information that has been entrusted
to the Company by others with whom the Company has a relationship. Confidential
information includes all non-public information that might be of use to
competitors, or harmful to the Company, if disclosed. Each of us should do our
best to ensure that proprietary information is protected from unauthorized
disclosure or inappropriate use.



Fair Dealing



It is our policy that
each director, officer and employee will endeavor to deal fairly with the
Companys suppliers, competitors and employees. No one should take unfair
advantage of another through improper manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
deceptive practice.



Protection and Proper Use of Company
Assets



Company employees must
protect the Companys assets and ensure their efficient use for legitimate
business purposes. Each employee is personally accountable for Company funds and
property over which he or she has control. No Company funds or other property
shall be used for any unlawful purpose, such as to secure special privileges or
benefits through the payment of bribes or other illegal payments.



No employee may engage
in any act that involves theft, fraud, embezzlement, misappropriation or
wrongful conversion of any property, including Company property, regardless of
whether or not such act could result in a criminal proceeding. This prohibition
includes unauthorized use of the Companys communications equipment, computers
and related facilities or other Company assets.



While on Company
business, employees must also adhere to the Company travel policy, including all
policies and procedures relating to expense reporting and reimbursement.



Company employees
working outside the United States must comply with all applicable tax and
currency control laws of the principal country in which they work in addition to
applicable laws of the United States. No such employee residing abroad shall be
paid any commission or any other part of his or her compensation elsewhere than
in his or her country of residence if the Company has knowledge that such
payment would violate any local income tax or exchange control laws. The same
goes for any payments to third parties for goods and services; no such payments
should be made to a third party in a country other than that in which the party
resides, maintains a place of business or has rendered the services for which
payment is made if the company has knowledge that such a payment method would
violate any local income tax or exchange laws.



Dealing with Government Officials



All dealings with
government officials, including, but not limited to lobbying, political
contributions to candidates, meeting with government agencies, shall be done in
accordance with all applicable national, state and local laws and regulations in
each country in which the Company conducts business.



No employee shall offer
or promise a payment or reward of any kind, directly or indirectly, to any
federal, state or local government official in order to secure preferential
treatment for the Company or its employees.



No employee shall offer
or promise a payment or reward of any kind, directly or indirectly, to a
federal, state or local government official for or because of an official act
performed or to be performed by that official.



No employee shall offer
or promise any federal, state or local government official gifts, entertainment,
gratuities, meals, lodging, travel or similar items that are designed to
influence such officials.



It is the policy of the
Company to cooperate fully with all legal and reasonable government
investigations. Accordingly, Company employees shall comply with any and all
lawful requests from government investigators and, consistent with preserving
the Companys legal rights, shall cooperate in lawful government inquiries. No
employee shall make a false or misleading written or oral statement to a
government official with regard to any matter involving a government inquiry
into Company matters.

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Employees should contact the CEO when presented with any such
government request or inquiry. Employees with questions about contacts with
government officials should seek guidance from the CEO.



Foreign Corrupt Practices Act



With respect to the
Companys operations outside the United States, all employees must comply with
the Foreign Corrupt Practices Act of the United States. The Foreign Corrupt
Practices Act sets forth requirements for the Companys relationships with
non-U.S. government representatives. As a United States based company, the
Company is required to adhere to all standards set forth in the Foreign Corrupt
Practices Act regardless of the nationality of the individual acting on behalf
of the Company.



First, the Foreign
Corrupt Practices Act sets forth financial recording requirements. It requires
that the Company maintain books and records that accurately and fairly reflect
all transactions, that the Company maintain a system of internal accounting
controls to ensure that assets are safeguarded, that transactions conform to
managements authorizations and that the Companys accounting records are
accurate. No individual may falsely report transactions or fail to report the
existence of false documentation in the accounting records. An example of such
improper documentation would be the disguising of an illegal bribe as a
consulting fee. Individuals certifying the correctness of records, including
vouchers or bills, must have a reasonable basis to believe that the information
is correct and proper.



The Foreign Corrupt
Practices Act also requires that U.S. business relations with foreign government
representatives conform to the standards that exist in the U.S., even if a
different business ethic is prevalent in the other country. Accordingly, no
person or enterprise acting on behalf of the Company, directly or indirectly,
may offer a gift, payment or bribe, or anything else of value, whether directly
or indirectly, to any foreign official, foreign political party or party
official, or candidate for foreign political office for the purpose of
influencing an official act or decision, or seeking influence with a foreign
government in order to obtain, retain or direct business to the Company or to
any person. In short, such activity cannot be used to improve the business
environment for the Company in any way. Thus, even if such payment is customary
and generally thought to be legal in the host country, it is forbidden by the
Foreign Corrupt Practices Act and violates U.S. law, unless it is: (1)
expressly authorized by a written law of the host country; or (2) a reasonable
and bona fideexpenditure, such as travel and lodging expenses that is
directly related to the promotion, demonstration or explanation of products or
services; or the execution or performance of a contract with a foreign
government or government agency.



As in the case under
U.S. law, even inexpensive gifts to government or political party officials,
such as tickets to sporting events, may be prohibited under foreign local law
and therefore could constitute a violation of the Foreign Corrupt Practices Act.
If questions arise with respect to expenses to be incurred on behalf of foreign
officials, consult with the Legal Department before the Company pays or agrees
to pay such expenses.



Some expediting
payments are authorized under the Foreign Corrupt Practices Act. Such payments
must be directly related to non-discretionary conduct by lower legal bureaucrats
and unrelated to efforts by a company to obtain significant concessions, permits
or approvals. Examples include permits relating to qualifying to do business in
a foreign country, processing of visas and work orders, obtaining police
protection, mail delivery, scheduled inspections (such as building inspections),
inspections of goods, telephone, power and water service, or loading and
unloading of cargo. Such payments do not include payments of any kind relating
to terms of continuing or new business agreements. Consult with the Legal
Department at the corporate headquarters and/or the Companys retained outside
legal counsel in any country where the Company or its subsidiaries are
conducting business with regard to any proposed expediting payment.



A violation of the
Foreign Corrupt Practices Act can result in criminal charges against the
Company, its officers, its directors and the individuals directly and/or
indirectly committing the violation, regardless of the persons nationality.



Compliance with Laws, Rules and
Regulations



All directors, officers
and employees must comply with all applicable laws and regulations, and with the
provisions of this Code. Ultimately, our conduct is our own responsibility. We
should never commit dishonest, destructive, or illegal acts even if directed to
do so by a supervisor or co-worker, nor should we direct others to act
improperly.



In all our business
relationships, we must comply with the domestic and foreign laws and regulations
affecting our business. These laws include, but are not limited to, federal and
state securities and business laws (including those of the Securities and
Exchange Commission), Antitrust laws, Export Control and Import laws, Equal
Employment Opportunity/Affirmative Action laws, and Environment, Health &
Safety laws. It would be impossible to summarize here all

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the laws, rules
and regulations with which the Company and its employees must comply. This Code
refers to only a few of them.



Any employee with
questions about his or her obligations under applicable laws in the United
States or any other country in which the company conducts business should seek
advice from his or her supervisor.



Securities and Insider Trading



The Company is committed
to complying with all federal and state securities laws and regulations. These
laws, along with the rules of the New York Stock Exchange, impose certain
obligations on publicly held corporations and the persons associated with them.
It is important that employees in no way compromise the position of the Company
with the disclosure (leaking or tipping) of non-public information to
outsiders or to other employees who do not require the information in the
performance of their duties. No employee with knowledge of non-public (inside)
information should use the information for his or her own benefit. This means
that no employee may disclose non-public information to outsiders nor may they
trade in Company securities when he or she has knowledge of material inside
information except for regular purchases under the Companys employee benefit
plans.



Material information
is any information that an investor might consider important in deciding whether
to buy, sell or hold securities. Examples of some types of material information
are financial results, financial forecasts, possible mergers, acquisitions,
joint ventures, other purchases or sales of or investments in companies,
obtaining or losing important contracts, important product developments, major
litigation developments and major changes in business direction.



Information is
considered to be non-public unless it has been adequately disclosed to the
public. Examples of effective disclosure include public filings with securities
regulatory authorities and issuance of press releases. The information must not
only be disclosed; there must also be adequate time for the market as a whole to
digest the information.



The Companys executive
officers and directors are obligated to have all transactions in Company
securities pre-cleared by the Companys General Counsel.



Disclosure and Public Communications



The Company will apply
standards of full, fair, accurate, timely and understandable disclosure in
reports and documents that are filed with or submitted to the Securities and
Exchange Commission and other government agencies.



External statements to
the general public by the Company should be clear and consistent to ensure that
the general public is accurately informed of the Companys business positions.
Therefore, all statements to the general public should be coordinated and made
by our Board of Directors. Similarly, all communications with investors or
financial analysts should be coordinated through the Board of Directors.



Community Support and Political
Activities



We believe in
contributing to the well being of local and regional communities. Participation
in community activities outside of business hours is respected and the Company
encourages participation in programs to facilitate community volunteer work by
employees. However, when participating in community activities that are not
specifically sponsored by the Company, employees are participating in their
individual capacity and not as representatives of the Company, and should not
give the impression that they are acting for the Company.



The Company complies
fully with all federal, state, local and foreign laws governing the contribution
of funds or assets to candidates for political office or to political parties.
Under U.S. federal law, we may not contribute corporate funds or make in-kind
corporate contributions to candidates for federal office and no employee or
agent may approve such contributions on behalf of the Company.



The Company supports
employee participation in the political process. Employees, however, are
prohibited from using their positions with the Company, or the Companys assets,
to try to influence the personal decisions of others to contribute to, or
otherwise support, political parties or candidates.

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Safety and
Health



Workplace safety and
health are paramount concerns and are conditions of employment at the Company
worldwide. Employees must adhere to applicable health and safety laws and
regulations and all related Company policies designed to ensure safe working
conditions.



Employees are
responsible for working safely and are expected to participate actively in
training and in identifying and alerting management to potential hazards and
unsafe practices.



The senior management of
each operating business is responsible for adopting appropriate policies and
procedures to ensure workplace safety in accordance with all applicable national
and local laws, and for ensuring compliance with Company-wide policies regarding
health and safety.



Employee Relations



It is the Companys
policy and practice not to discriminate against any employee because of race,
color, religion, national origin, sex, sexual orientation, age, or physical or
other disability. The Company desires to create a challenging and supportive
environment where individual contributions and teamwork are highly valued. In
order to establish such an environment, all individuals are responsible for
supporting the Companys equal employment opportunity policies. Within each
country where the Company operates, it shall adhere to all applicable laws,
including applicable employment laws.



Environmental



The Company is committed
to full compliance with national, state and local environmental laws and
regulations at all operating facilities in the United States and worldwide. The
Companys environmental obligations include, but are not limited to, obtaining
and maintaining all environmental permits and approvals required for the conduct
of the Companys operations, the proper handling, storage and disposal of
regulated materials and timely and accurate submission of required reports to
the proper government agencies.



Employees are expected
to understand and act in accordance with their obligations under environmental
laws, including any new or modified obligations as they are established.
Employees must report suspected violations of those laws to their supervisors.
It shall be the obligation of all supervisors to investigate any reported
violation and to ensure that timely and effective remedial action is taken where
appropriate.



Amendments and Modification of this Code



There shall be no
amendment or modification to this Code except by a vote of the Board of
Directors or a designated board committee that will ascertain whether an
amendment or modification is appropriate.



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 New York Stock Exchange rules. Notice posted on the website
shall remain there for a period of 12 months and shall be retained in the
Companys files as required by law.



Compliance and Reporting



The Company hasnt the
resources at this time to appoint a committee (the Corporate Governance and
Directors Nominating Committee) to ensure that this Code and the Companys
related policies will govern the business activities of all Company employees.
Any employee who has questions about this Code or how it applies in particular
circumstances is encouraged to seek guidance from his or her supervisor.



In order to facilitate
the reporting of noncompliance under this policy, the Companys Corporate
Governance and Directors Nominating Committee has established the following
procedures for reporting any noncompliance by any of these four methods:



1. Reporting any
suspected noncompliance with this policy to their supervisor; or



2. Reporting the
suspected noncompliance in writing and sending it directly to:

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Board of Directors

Hydrodynex, Inc.

230
Bethany Rd #128

Burbank, CA 91504



General Counsel shall
forward a copy of the same to the Board of Directors; or



3. Report the suspected
noncompliance on a confidential, anonymous basis to the

Board of Directors through regular mail
marked CONFIDENTIAL and addressed as follows:



Board of Directors

Hydrodynex, Inc.

230
Bethany Rd #128

Burbank, CA 91504



Whichever reporting
method you use, the complaint should be factual rather than speculative or
conclusory, and should contain as much specific information as possible to allow
for proper assessment. The complaint describing an alleged violation of the Code
should be candid and set forth all of the information that you know regarding
the allegation or concern. In addition, all complaints must contain sufficient
corroborating information to support the commencement of an investigation. The
Company may, in its reasonable discretion, determine not to commence an
investigation if a complaint contains only unspecified or broad allegations of
wrongdoing without appropriate information support.



The Company will
promptly undertake an investigation into any report that it receives. The
investigation will be sufficient in size and scope to address the report, and
will be handled discreetly and with due sensitivity to all persons involved in
the investigation. If requested, and to the extent possible, the Company will
keep the identity of the reporting employee and all disclosures made in
accordance with this Code confidential. No employee will be subject to any
disciplinary or retaliatory action for reasonably and in good faith reporting
any suspected violation.



If an employee believes
that a supervisor to whom a suspected violation has been reported has not taken
appropriate action, the employee should report their concerns or complaints in
writing directly to:



Board of Directors

Hydrodynex, Inc.

230
Bethany Rd #128

Burbank, CA 91504



Any director who learns
of or suspects violations of this Code, or other improper behavior, will
promptly advise the Board of Directors, who will conduct or direct an
appropriate investigation. A report of the investigation will be provided to the
Board of Directors and action will be taken, as appropriate.



The Board of Directors
is the only body authorized to waive compliance with this Code as it relates to
any executive officer or director of the Company. With respect to the Companys
Chief Executive Officer and Chief Financial Officer, the Board of Directors also
has the authority to investigate (or supervise the investigation of) alleged
violations of this Code and to determine the appropriate consequences for
violations by such individuals.



Anonymous Reporting



If you wish to report a
suspected violation of this Code anonymously, you may contact the Board of
Directors. The Company will not disclose the identity of any employee who
reports a violation of this Code without his or her permission, unless
disclosure is unavoidable during an investigation.



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