EXHIBIT 14.1



SPECIAL   ETHICS   OBLIGATIONS   FOR   EMPLOYEES   WITH   FINANCIAL    REPORTING
RESPONSIBILITIES

As a public  company it is of critical  importance  that the MDSI's filings with
applicable  securities  regulations  be accurate and timely.  Depending on their
position  with MDSI,  employees  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.

The Finance Department bears a special  responsibility  for promoting  integrity
throughout the organization.  The Chief Executive Officer and Finance Department
personnel 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.

Because of this special role, the Chief Executive  Officer,  the Chief Financial
Officer and all members of MDSI's Finance  Department are bound by the following
Financial Officer Code of Ethics, and by accepting the Code of Business Conduct,
each agrees that he or she will:

o    Act with honesty and integrity,  avoiding  actual or apparent  conflicts of
     interest in personal and professional relationships.
o    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.
o    Comply with rules and regulations of federal,  state,  provincial and local
     governments, and other appropriate private and public regulatory agencies.
o    Act in good faith,  responsibly,  with due care,  competence and diligence,
     without  misrepresenting  material  facts  or  allowing  one's  independent
     judgment to be subordinated.
o    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.
o    Proactively  promote and be an example of ethical behavior as a responsible
     partner among peers, in the work environment and the community.
o    Achieve  responsible  use of and  control  over all  assets  and  resources
     employed or entrusted.
o    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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Violations  of this  Financial  Officer  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.
If you believe  that a violation  of the  Financial  Officer  Code of Ethics has
occurred, please contact [Chair of Audit Committee].

It is against  MDSI's  policy to  retaliate  against any employee for good faith
reporting of violations of this code.









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