Exhibit
10.1




CODE
OF BUSINESS CONDUCT AND ETHICS




Introduction




This Code
of Business Conduct and Ethics (the "Code") embodies the commitment of
BioElectronics Corporation to conduct our business in accordance with all
applicable laws, rules and regulations and the highest ethical standards. 
All employees and members of our Board of Directors are expected to adhere to
those principles and procedures set forth in this Code that apply to them. 
We also expect the consultants we retain generally to abide by this Code. (For
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules
promulgated there under, Section I of this Code shall be our code of ethics for
Senior Financial Officers (as defined below).)




The Code
should be read in conjunction with Our Business Principles, which provide in
part that, "Integrity and honesty are at the heart of our business.  We
expect our people to maintain high ethical standards in everything they do, both
in their work for the firm and in their personal lives."  Our Business
Principles are attached to this Code.




Section
I


A.
Compliance and Reporting




Employees
and directors should strive to identify and raise potential issues before they
lead to problems, and should ask about the application of this Code whenever in
doubt.  Any employee or director who becomes aware of any existing or
potential violation of this Code should promptly notify the Chief Executive
Officer or the Chief Operating Officer (we refer to such contacts as
"Appropriate Ethics Contacts").  The officer(s) will take such disciplinary
or preventive action as it deems appropriate to address any existing or
potential violation of this Code brought to his/her/their
attention.




Any
questions relating to how these policies should be interpreted or applied should
be addressed to the Chief Executive Officer, Chief Operating Officer or the
Board of Directors.




B.
Personal Conflicts of Interest




A
"personal conflict of interest" occurs when an individual's private interest
improperly interferes with the interests of the Company.  Personal
conflicts of interest are prohibited as a matter of Company policy, unless they
have been approved by the Company.  In particular, an employee or director
must never use or attempt to use his or her position at the Company to obtain
any improper personal benefit for himself or herself, for his or her family
members, or for any other person, including loans or guarantees of obligations,
from any person or entity.




Service
to the Company should never be subordinated to personal gain and advantage.
Conflicts of interest should, to the extent possible, be
avoided.





Any
employee or director who is aware of a material transaction or relationship that
could reasonably be expected to give rise to a conflict of interest should
discuss the matter promptly with an the Chief Executive Officer, Chief Operating
Officer or the Board of Directors.




C.
Public Disclosure




It is the
Company's policy that the information in its public communications, including
SEC filings, be full, fair, accurate, timely and understandable.  All
employees and directors who are involved in the Company's disclosure process,
including the Senior Financial Officers, are responsible for acting in
furtherance of this policy.  In particular, these individuals are required
to maintain familiarity with the disclosure requirements applicable to the
Company and are prohibited from knowingly misrepresenting, omitting, or causing
others to misrepresent or omit, material facts about the Company to others,
whether within or outside the Company, including the Company's independent
auditors.  In addition, any employee or director who has a supervisory role
in the Company's disclosure process has an obligation to discharge his or her
responsibilities diligently.




D.
Compliance with Laws, Rules and Regulations




It is the
Company's policy to comply with all applicable laws, rules and
regulations.  It is the personal responsibility of each employee and
director to adhere to the standards and restrictions imposed by those laws,
rules and regulations.




Section
II


A.  
Corporate Opportunities




Employees
and directors owe a duty to the Company to advance the Company's legitimate
business interests when the opportunity to do so arises.  Employees and
directors are prohibited from taking for themselves (or directing to a third
party) a business opportunity that is discovered through the use of corporate
property, information or position, unless the Company has already been offered
the opportunity and turned it down.  More generally, employees and
directors are prohibited from using corporate property, information or position
for personal gain or competing with the Company.




Sometimes
the line between personal and Company benefits is difficult to draw, and
sometimes both personal and Company benefits may be derived from certain
activities.  The only prudent course of conduct for our employees and
directors is to make sure that any use of Company property or services that is
not solely for the benefit of the Company is approved beforehand by the Chief
Executive Officer.





B.  
Confidentiality




In
carrying out the Company’s business, employees and directors often learn
confidential or proprietary information about the Company, its
clients/customers, prospective clients/customers or other third parties. 
Employees and directors must maintain the confidentiality of all information so
entrusted to them, except when disclosure is authorized or legally
mandated.  Confidential or proprietary information includes, among other
things, any non-public information concerning the Company, including its
businesses, financial performance, results or prospects, and any non-public
information provided by a third party with the expectation that the information
will be kept confidential and used solely for the business purpose for which it
was conveyed.




C.  
Fair Dealing




We have a
history of succeeding through honest business competition.  We do not seek
competitive advantages through illegal or unethical business practices. 
Each employee and director should endeavor to deal fairly with the Company’s
clients, service providers, suppliers, competitors and employees.  No
employee or director should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any unfair dealing practice.




D. 
Equal Employment Opportunity and Harassment




Our focus
in personnel decisions is on merit and contribution to the Company’s
success.  Concern for the personal dignity and individual worth of every
person is an indispensable element in the standard of conduct that we have set
for ourselves. The Company affords equal employment opportunity to all qualified
persons without regard to any impermissible criterion or circumstance. This
means equal opportunity in regard to each individual's terms and conditions of
employment and in regard to any other matter that affects in any way the working
environment of the employee.  We do not tolerate or condone any type of
discrimination prohibited by law, including harassment.




E.  
Protection and Proper Use of Firm Assets




All
employees should protect the Company’s assets and ensure their efficient
use.  All Company assets should be used for legitimate business purposes
only.




Section
III.


Waivers
of This Code




From time
to time, the Company may waive certain provisions of this Code.  Any
employee or director who believes that a waiver may be called for should discuss
the matter with the Chief Executive Officer.  Waivers for executive
officers (including Senior Financial Officers) or directors of the firm may be
made only by the Board of Directors or a committee of the
Board.