Exhibit 14.1




                    CODE OF BUSINESS CONDUCT AND ETHICS
                   for Directors, Officers and Employees




                                                                 August 2008

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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.1 Violations 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 an attorney in the Legal Department or the Director
of the Human Resources Department.


Jerod Edington
President and Chief Executive Officer



1 This 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 the Legal Department
or Human Resources Department 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 or an attorney in the Legal Department. The
Company's Legal Department 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 Chief Executive
Officer and, if necessary, to the Audit Committee of the 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.

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.

   Employees should contact an attorney in the Legal Department when
presented with any such government request or inquiry. Employees with
questions about contacts with government officials should seek guidance from
an attorney in the Legal Department.

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 fide
expenditure, 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 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 or an attorney in the
Legal Department.

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.

   Pursuant to the Company's Policy With Respect to Trading in the Company's
Securities, the Company's executive officers and directors are obligated to
have all transactions in Company securities pre-cleared by the Company's
General Counsel or a designated attorney in the Legal Department.

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 Public Relations Department.
Similarly, all communications with investors or financial analysts should be
coordinated through the Investor Relations Department.

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 has a Political Action Committee ("PAC")
(to which employees may voluntarily make contributions) that acts as an
instrumental tool in identifying candidates who understand our business, our
goals, and the legislation that aligns with them. Our PAC gives us an
important and public voice in the political process.

   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.

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 has appointed 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, an attorney in the Legal Department or any member of the
Corporate Governance and Directors Nominating Committee.

   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:

Board of Directors
Hydrodynex, Inc.
230 Bethany Rd #128
Burbank, CA 91504

General Counsel shall forward a copy of the same to the Chairman of the
Corporate Governance and Directors Nominating Committee; or

3. Report the suspected noncompliance on a confidential, anonymous basis to
the Corporate Governance and Directors Nominating Committee 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

and/or to any member of the Corporate Governance and Directors Nominating
Committee.

   Any director who learns of or suspects violations of this Code, or other
improper behavior, will promptly advise the Chairman of the Corporate
Governance and Directors Nominating Committee of the Board, 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 (and not the Corporate Governance and Directors
Nominating Committee) 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 Legal Department. 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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