**Exhibit
      No. 14.1**




Form
      10-KSB


For
      the
      Transitional Period from October 1, 2004 through June 30, 2005


IsoRay,
      Inc.


(formerly
      Century Park Pictures Corporation)


File
      No.
      0-14247




**Code
      of Conduct and Ethics**




***Statement
      by the Chief Executive Officer***




Ethics
      are important to IsoRay, Inc. and each person associated with our company.
      We
      are committed to high ethical standards, as well as to conducting business
      with
      a high level of integrity. I believe those commitments are what make our company
      strong.




Each
      IsoRay employee is responsible for his or her own actions and each of us must
      protect the reputation for honesty and integrity that we have earned. Our
      leaders have the added responsibility to lead by example. In so doing, our
      leadership must stay true to an unswerving dedication to ethical behavior with
      our employees, customers, suppliers and competitors.




If
      you
      are ever unsure of the appropriate course of action to take, please remember
      that your management is committed to the policies in this Code and will receive
      your concerns in an appropriate and open manner.




Roger
      Girard


September
      15, 2005





**Introduction**




This
      Code
      of Conduct and Ethics covers a wide range of business practices and procedures.
      It does not cover every issue that may arise, but it sets out basic principles
      to guide the directors, officers, and employees of the Company. All Company
      directors, officers, and employees should conduct themselves accordingly and
      seek to avoid even the appearance of improper behavior in any way relating
      to
      the Company. In appropriate circumstances, this Code should also be provided
      to
      and followed by the Company’s agents and representatives, including
      consultants.




Any
      director or officer who has any questions about this Code should consult with
      the Chief Executive Officer, the Chief Financial Officer, or legal counsel
      as
      appropriate in the circumstances. If an employee has any questions about this
      Code, the employee should ask his or her supervisor how to handle the
      situation.




**1.**
            **Scope
                of Code**




This
      Code
      is intended to deter wrongdoing and to promote the following:




1)
            honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional relationships;




2)
            full,
                fair, accurate, timely, and understandable disclosure in reports
                and
                documents the Company files with, or submits to, the Securities and
                Exchange Commission (the “SEC”) and other regulatory bodies and in other
                communications made by the Company;












3)
            compliance
                with applicable governmental laws, rules, and
                regulations;




4)
            the
                prompt internal reporting of violations of this Code to the appropriate
                person or persons identified in this Code;




5)
            accountability
                for adherence to this Code; and




6)
            adherence
                to a high standard of business
                ethics.




**2.**
            **Compliance
                with Laws, Rules, and
                Regulations**




Obeying
      the law, both in letter and in spirit, is the foundation on which the Company’s
      ethical standards are built. All directors, officers, and employees should
      respect and obey all laws, rules, and regulations applicable to the business
      and
      operations of the Company. Although directors, officers, and employees are
      not
      expected to know all of the details of these laws, rules, and regulations,
      it is
      important to know enough to determine when to seek advice from supervisors,
      managers, officers or other appropriate Company personnel.




**3.**
            **Conflicts
                of Interest**




A
      “conflict of interest” exists when an individual’s private interest interferes
      in any way - or even appears to conflict - with the interests of the Company.
      A
      conflict of interest situation may arise when a director, officer, or employee
      takes actions or has interests that may make it difficult to perform his or
      her
      work on behalf of the Company in an objective and effective manner. Conflicts
      of
      interest may also arise when a director, officer, or employee, or a member
      of
      his or her family, receives improper personal benefits as a result of his or
      her
      position with the Company. Loans to, or guarantees of obligations of, employees
      and their family members may create conflicts of interest.




Service
      to the Company should never be subordinated to personal gain and advantage.
      Conflicts of interest, whenever possible, should be avoided. In particular,
      clear conflict of interest situations involving directors, officers, and
      employees who occupy supervisory positions or who have discretionary authority
      in dealing with any third party may include the following:




1)
            any
                significant ownership interest in any supplier or
                customer;




2)
            any
                consulting or employment relationship with any customer, supplier,
                or
                competitor;




3)
            any
                outside business activity that detracts from an individual’s ability to
                devote appropriate time and attention to his or her responsibilities
                to
                the Company;




4)
            the
                receipt of non-nominal gifts or excessive entertainment from any
                organization with which the Company has current or prospective business
                dealings;




5)
            being
                in the position of supervising, reviewing, or having any influence
                on the
                job evaluation, pay, or benefit of any family member; and




6)
            selling
                anything to the Company or buying anything from the Company, except
                on the
                same terms and conditions as comparable directors, officers, or employees
                are permitted to so purchase or
                sell.




It
      is
      almost always a conflict of interest for a Company officer or employee to work
      simultaneously for a competitor, customer, or supplier. No officer or employee
      may work for a competitor as a consultant or board member. The best policy
      is to
      avoid any direct or indirect business connection with the Company's customers,
      suppliers, and competitors, except on the Company's behalf.




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Conflicts
      of interest are prohibited as a matter of Company policy, except under
      guidelines approved by the Board of Directors. Conflicts of interest may not
      always be obvious and further review and discussions may be appropriate. Any
      director or officer who becomes aware of a conflict or potential conflict should
      bring it to the attention of the Chief Executive Officer, the Chief Financial
      Officer, or legal counsel as appropriate in the circumstances. Any employee
      who
      becomes aware of a conflict or potential conflict should bring it to the
      attention of a supervisor, manager, or other appropriate personnel.




**4.**
            **Insider
                Trading**




Directors,
      officers, and employees who have access to confidential information relating
      to
      the Company are not permitted to use or share that information for stock trading
      purposes or for any other purpose except the conduct of the Company's business.
      All non-public information about the Company should be considered confidential
      information. To use non-public information for personal financial benefit or
      to
“tip” others who might make an investment decision on the basis of this
      information is not only unethical and against Company policy but is also
      illegal. Directors, officers, and employees also should comply with insider
      trading standards and procedures adopted by the Company. If a question arises,
      the director, officer, or employee should consult with the Company’s Chief
      Financial Officer.




**5.**
            **Corporate
                Opportunities**




Directors,
      officers, and employees are prohibited from taking for themselves personally
      or
      directing to a third party any opportunity that is discovered through the use
      of
      corporate property, information, or position without the consent of the Board
      of
      Directors. No director, officer, or employee may use corporate property,
      information, or position for improper personal gain, and no director, officer,
      or employee may compete with the Company directly or indirectly. Directors,
      officers, and employees owe a duty to the Company to advance its legitimate
      interests when the opportunity to do so arises.




**6.**
            **Competition
                and Fair Dealing**




The
      Company seeks to compete in a fair and honest manner. The Company seeks
      competitive advantages through superior performance rather than through
      unethical or illegal business practices. Stealing proprietary information,
      possessing trade secret information that was obtained without the owner’s
      consent, or inducing such disclosures by past or present employees of other
      companies is prohibited. Each director, officer, and employee should endeavor
      to
      respect the rights of and deal fairly with the Company’s customers, suppliers,
      service providers, competitors, and employees. No director, officer, or employee
      should take unfair advantage of anyone relating to the Company’s business or
      operations through manipulation, concealment, or abuse of privileged
      information, misrepresentation of material facts, or any unfair dealing
      practice.




To
      maintain the Company’s valuable reputation, compliance with the Company's
      quality processes and safety requirements is essential. In the context of
      ethics, quality requires that the Company's products and services meet
      reasonable customer expectations. All inspection and testing documents must
      be
      handled in accordance with all applicable regulations.




The
      purpose of business entertainment and gifts in a commercial setting is to create
      good will and sound working relationships, not to gain unfair advantage with
      customers. No gift or entertainment should ever be offered, given, provided,
      or
      accepted by a director, officer, or employee, family member of a director,
      officer, or employee, or agent relating to the individual’s position with the
      Company unless it (1) is not a cash gift, (2) is consistent with customary
      business practices, (3) is not excessive in value, (4) cannot be construed
      as a
      bribe or payoff, and (5) does not violate any laws or regulations. A director
      or
      officer should discuss with the Chief Executive Officer or Chief Financial
      Officer, and a employee should discuss with his or her supervisor, any gifts
      or
      proposed gifts that the individual is not certain are appropriate.




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**7.**
            **Discrimination
                and Harassment**




The
      diversity of the Company’s employees is a tremendous asset. The Company is
      firmly committed to providing equal opportunity in all aspects of employment
      and
      will not tolerate any illegal discrimination or harassment or any kind. Examples
      include derogatory comments based on racial or ethnic characteristics and
      unwelcome sexual advances.




**8.**
            **Health
                and Safety**




The
      Company strives to provide each employee with a safe and healthful work
      environment. Each officer and employee has responsibility for maintaining a
      safe
      and healthy workplace for all employees by following safety and health rules
      and
      practices and reporting accidents, injuries, and unsafe equipment, practices,
      or
      conditions.




Violence
      and threatening behavior are not permitted. Officers and employees should report
      to work in a condition to perform their duties, free from the influence of
      illegal drugs or alcohol. The use of illegal drugs in the workplace will not
      be
      tolerated.




**9.**
            **Record-Keeping**




The
      Company requires honest and accurate recording and reporting of information
      in
      order to make responsible business decisions.




Many
      officers and employees regularly use business expense accounts, which must
      be
      documented and recorded accurately. If an officer or employee is not sure
      whether a certain expense is legitimate, the employee should ask his or her
      supervisor or the Company's controller. Rules and guidelines are available
      from
      the Accounting Department.




All
      of
      the Company’s books, records, accounts, and financial statements must be
      maintained in reasonable detail, must appropriately reflect the Company’s
      transactions, and must conform both to applicable legal requirements and to
      the
      Company’s system of internal controls. Unrecorded or “off the books” funds or
      assets should not be maintained unless permitted by applicable law or
      regulation.




Business
      records and communications often become public, and the Company and its officers
      and employees in their capacity with the Company should avoid exaggeration,
      derogatory remarks, guesswork, or inappropriate characterizations of people
      and
      companies that can be misunderstood. This applies equally to e-mail, internal
      memos, and formal reports. The Company’s records should always be retained or
      destroyed according to the Company’s record retention policies. In accordance
      with those policies, in the event of litigation or governmental investigation,
      directors, officers, and employees should consult with the Company’s Chief
      Financial Officer or legal counsel before taking any action because it is
      critical that any impropriety or possible appearance of impropriety be
      avoided.




Mistakes
      should never be covered up; but should be immediately fully disclosed and
      corrected. Falsification of any company, customer or third party record is
      prohibited.




**10.**
            **Confidentiality**




Directors,
      officers, and employees must maintain the confidentiality of confidential
      information entrusted to them by the Company or its customers, suppliers, joint
      venture partners, or others with whom the Company is considering a business
      or
      other transaction except when disclosure is authorized by an executive officer
      or required or mandated by laws or regulations. Confidential information
      includes all non-public information that might be useful or helpful to
      competitors or harmful to the Company or its customers and suppliers, if
      disclosed. It also includes information that suppliers and customers have
      entrusted to the Company. The obligation to preserve confidential information
      continues even after employment ends.




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**11.**
            **Protection
                and Proper Use of Company
                Assets**




All
      directors, officers, and employees should endeavor to protect the Company’s
      assets and ensure their efficient use. Theft, carelessness, and waste have
      a
      direct impact on the Company’s profitability. Any suspected incident of fraud or
      theft should be immediately reported for investigation. Company assets should
      be
      used for legitimate business purposes and should not be used for non-Company
      business.




The
      obligation to protect the Company’s assets includes its proprietary information.
      Proprietary information includes intellectual property, such as trade secrets,
      patents, trademarks, and copyrights, as well as business, marketing and service
      plans, engineering and manufacturing ideas, designs, databases, records, salary
      information, and any unpublished financial data and reports. Unauthorized use
      or
      distribution of this information would violate Company policy. It could also
      be
      illegal and result in civil or even criminal penalties.




**12.**
            **Payments
                to Government
                Personnel**




The
      U.S.
      Foreign Corrupt Practices Act prohibits giving anything of value, directly
      or
      indirectly, to officials of foreign governments or foreign political candidates
      in order to obtain or retain business. It is strictly prohibited to make illegal
      payments to government officials of any country.




In
      addition, the U.S. Government has a number of laws and regulations regarding
      business gratuities that may be accepted by U.S. government personnel. The
      promise, offer, or delivery to an official or employee of the U.S. government
      of
      a gift, favor, or other gratuity in violation of these rules would not only
      violate Company policy but could also be a criminal offense. State and local
      governments, as well as foreign governments, may have similar
      rules.




**13.**
            **Corporate
                Disclosures**




All
      directors, officers, and employees should support the Company’s goal to have
      full, fair, accurate, timely, and understandable disclosure in the periodic
      reports required to be filed by the Company with the SEC. Although most
      employees hold positions that are far removed from the Company’s required
      filings with the SEC, each director, officer, and employee should promptly
      bring
      to the attention of the Chief Executive Officer, the Chief Financial Officer,
      the Company’s Disclosure Committee, or the Audit Committee, as appropriate in
      the circumstances, any of the following:




1)
            Any
                material information to which such individual may become aware that
                affects the disclosures made by the Company in its public filings
                or would
                otherwise assist the Chief Executive Officer, the Chief Financial
                Officer,
                the Disclosure Committee, and the Audit Committee in fulfilling their
                responsibilities with respect to such public filings.




2)
            Any
                information the individual may have concerning (a) significant
                deficiencies in the design or operation of internal controls that
                could
                adversely affect the Company's ability to record, process, summarize,
                and
                report financial data or (b) any fraud, whether or not material,
                that
                involves management or other employees who have a significant role
                in the
                Company's financial reporting, disclosures, or internal controls.




3)
            Any
                information the individual may have concerning any violation of this
                Code,
                including any actual or apparent conflicts of interest between personal
                and professional relationships, involving any management or other
                employees who have a significant role in the Company's financial
                reporting, disclosures, or internal
                controls.




4)
            Any
                information the individual may have concerning evidence of a material
                violation of the securities or other laws, rules, or regulations
                applicable to the Company and the operation of its business, by the
                Company or any agent thereof, or of violation of this
                Code.




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**14.**
            **Waivers
                of the Code of Conduct**




Any
      waiver of this Code for directors or executive officers may be made only by
      the
      Board of Directors or a committee of the Board and will be promptly disclosed
      to
      stockholders as required by applicable laws, rules, and regulations, including
      the rules of the SEC. Any such waiver also must be disclosed in a Form
      8-K.




**15.**
            **Publicly
                Available**




This
      Code
      shall be posted on the Company’s website.




**16.**
            **Reporting
                any Illegal or Unethical
                Behavior**




Directors
      and officers are encouraged to talk to the Chief Executive Officer, the Chief
      Financial Officer, or legal counsel, and employees are encouraged to talk to
      supervisors, managers, or other appropriate personnel, when in doubt about
      the
      best course of action in a particular situation. Directors, officers, and
      employees should report any observed illegal or unethical behavior and any
      perceived violations of laws, rules, regulations, or this Code to appropriate
      personnel. It is the policy of the Company not to allow retaliation for reports
      of misconduct by others made in good faith. Directors, officers, and employees
      are expected to cooperate in internal investigations of misconduct.




**17.**
            **Enforcement**




The
      Board
      of Directors shall determine, or designate appropriate persons to determine,
      appropriate actions to be taken in the event of violations of this Code. Such
      actions shall be reasonably designed to deter wrongdoing and to promote
      accountability for adherence to this Code and to these additional procedures,
      and may include written notices to the individual involved that the Board has
      determined that there has been a violation, censure by the Board, demotion
      or
      re-assignment of the individual involved, suspension with or without pay or
      benefits (as determined by the Board), and termination of the individual's
      employment or position. In determining the appropriate action in a particular
      case, the Board of Directors or such designee shall take into account all
      relevant information, including the nature and severity of the violation,
      whether the violation was a single occurrence or repeated occurrences, whether
      the violation appears to have been intentional or inadvertent, whether the
      individual in question had been advised prior to the violation as to the proper
      course of action, and whether or not the individual in question had committed
      other violations in the past.




**Conclusion**




In
      the
      final analysis each person is the guardian of IsoRay, Inc.’s ethics. While there
      are no universal rules, when in doubt ask yourself:




1)
            Will
                my actions be ethical in every respect and fully comply with the
                law and
                with IsoRay policies?




2)
            Will
                my actions have the appearance of impropriety?




3)
            Will
                my actions be questioned by my supervisors, associates, clients,
                family
                and the general public?




4)
            Am
                I trying to fool anyone, including myself, as to the propriety of
                my
                actions?




If
      anyone
      is uncomfortable with your answer to any of the above, he or she should not
      take
      the contemplated actions without first discussing them with his or her local
      management. If he or she is still uncomfortable, please follow the steps
      outlined above in the Section on "Reporting any Illegal or Unethical Behavior."




6







Any
      director, officer or employee who ignores or violates any of IsoRay's ethical
      standards, and any manager who penalizes a subordinate for trying to follow
      these ethical standards, will be subject to corrective action, including
      immediate dismissal. However, it is not the threat of discipline that should
      govern someone’s actions. Management hopes that you share its belief that a
      dedicated commitment to ethical behavior is the right thing to do, is good
      business, and is the surest way for IsoRay to become and remain a world class
      company.




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