# EXHIBIT 14.1

# Special Public Company
Code of Ethics

As a public company it is of critical
importance that MDSIs filings with applicable securities regulations be accurate and
timely. Directors and officers will, and other employees and consultants may, be called
upon to provide information to assure that the Companys public reports are complete,
fair and understandable. MDSI expects all of its personnel to take this responsibility
very seriously and to provide prompt and accurate answers to inquiries related to the
Companys public disclosure requirements.

All directors, officers, employees
and consultants are bound by the following Public Company Code of Ethics, and by accepting
the Code of Business Conduct, each agrees that he or she will:

| |  |  | Act
with honesty and integrity, avoiding actual or apparent conflicts of interest in personal
and professional relationships.
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| |  |  | Provide
information that is accurate, complete, objective, relevant, timely and understandable to
ensure full, fair, accurate, timely and understandable disclosure in reports and
documents that MDSI files with, or submits to, government agencies and in other public
communications.
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| |  |  | Comply
with rules and regulations of federal, state, provincial and local governments, and other
appropriate private and public regulatory agencies.
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| |  |  | Act
in good faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing ones independent judgment to be
subordinated.
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| |  |  | Respect
the confidentiality of information acquired in the course of ones work except when
authorized or otherwise legally obligated to disclose. Confidential information acquired
in the course of ones work will not be used for personal advantage.
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| |  |  | Proactively
promote and be an example of ethical behavior as a responsible partner among peers, in
the work environment and the community.
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| |  |  | Achieve
responsible use of and control over all assets and resources employed or entrusted.
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| |  |  | Promptly
report to the Chairman of the Audit Committee any conduct that the individual believes to
be a violation of law or business ethics or any provision of the Companys Codes of
Conduct, including any transaction or relationship that reasonably could be expected to
give rise to such conflict.
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Although the Public Company Code of
Ethics applies to all directors, officers, employees and consultants, the Companys
directors, Chief Executive Officer and Finance Department bear a special responsibility
for promoting integrity throughout the organization. They have a special role both to
adhere to these principles themselves and also to ensure that a culture exists throughout
the Company as a whole that ensures the fair and timely reporting of MDSIs financial
results and condition.

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Employees and consultants with
questions regarding the Public Company Code of Ethics should contact their supervisors,
who may refer the matter to the Legal Department or to the Audit Committee. Directors and
officers should refer their questions to the Legal Department or to the Audit Committee.

MDSIs Board of Directors has
the sole authority to grant waivers of this Code to directors, executive officers and
members of the Finance Department. Waivers may be granted to other employees and
consultants by the Board or any person or committee to whom the Board has delegated such
authority. Depending upon the persons position at MDSI, the Company may be required
to report any such waivers to its shareholders and/or in its public filings. The Company
will report waivers of this Code as required by applicable laws and regulations. Any
person seeking a waiver of this Code should contact the Chairman of the Audit Committee.

Violations of this Public Company
Code of Ethics, including failures to report potential violations by others, will be
viewed as a severe disciplinary matter that my result in personnel action, including
termination of employment. Any employee who becomes aware of any contravention of this
Public Company Code of Ethics should report the matter promptly to his or her supervisor,
who should report the matter to the Chairman of the Audit Committee; however, if the
employee is uncomfortable reporting the violation to his or her supervisor, the employee
may instead make a confidential, anonymous report directly to the Chairman of the Audit
Committee. The Chief Executive Officer and any director who becomes aware of any
contravention of this policy should always report the matter directly to the Chairman of
the Audit Committee.

It is against MDSIs policy to
retaliate against any director, officer, employee or consultant for good faith reporting
of violations of this Code. Any such retaliation is itself a violation of this Code.

The authority to determine violations
of this Code is vested in the Audit Committee. The Audit Committee is also vested with the
authority to recommend specific disciplinary actions for violations of this Code.
Supervisors are responsible for working with the Audit Committee to ensure that
enforcement of this Code is prompt, consistent and fair. Quorum, voting and other matters
pertaining to meetings of the Audit Committee will be governed by the Audit
Committees terms of reference.

The following guidelines apply to
enforcement of the Public Company Code of Ethics:

| |  |  | the
Audit  Committee  may  undertake  such  investigation  and  consider  such  evidence  as
it deems appropriate;
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| |  |  | the
Audit  Committee  may  consider  such  advice of  employees,  officers,  directors,
 consultants,          outside counsel and other advisers as it deems appropriate;
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| |  |  | the
Audit  Committee  may, but is not required to, inform a person that he or she has been
accused of          a violation of this Code;
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| |  |  | the
Audit Committee may, but is not required to, permit a person accused of a violation to
make written submissions to the Audit Committee and/or attend the Audit Committee meeting
at which the matter is to be considered;
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| |  |  | if
the Audit Committee determines that a person has violated this Code, the Audit Committee
will communicate in writing its decision to that person, his or her supervisor and any
other persons it deems appropriate; and
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if a person found to have violated
this Code was not informed of the accusation prior to the Audit Committee meeting at which
the determination was made, such person will be entitled to submit written evidence to the
Audit Committee no later than thirty (30) days after the date of initial determination,
and to have the Audit Committee reconsider its decision at its next schedule meeting. The
Audit Committee may, but is not required to, permit the person to attend the Audit
Committee meeting at which such additional evidence is to be considered.

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