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EXHIBIT 14.1


CODE OF ETHICAL CONDUCT

INTRODUCTION

It is the Company's belief that a strong commitment to principles of ethical
conduct is essential for its success. Accordingly, Proteo has adopted the Code
of Ethical Conduct to outline expectations and provide standards for all
employees, directors, and officers, regardless of the position he or she holds.
The Code promotes:

         o        Honest and ethical conduct;

         o        Full, fair, accurate, timely, and understandable disclosure in
                  reports and public communications;

         o        Compliance with applicable laws, rules and regulations;

         o        The prompt reporting of violations of this Code to appropriate
                  individuals identified in this Code; and

         o        Accountability for adherence to this Code.

While this Code cannot address every issue that may arise, it is designed to
establish basic principles that every individual is expected to observe in the
performance of his or her role as an employee, director, or officer of Proteo,
Inc. or its subsidiary. In the event an employee, director, or officer is unsure
about a proper course of conduct, he or she should consult a Human Resources
representative, or company vice-president or president. If an employee,
director, or officer is aware of a violation of this code, he or she should
consult the procedures described in the section titled "Reporting a Violation or
Suspected Violation". Violation of this code may result in disciplinary action
up to and including termination.

LAWS, RULES, REGULATIONS AND COMPANY POLICIES

It is the Company's philosophy that being informed about the legal environment
in which Proteo does business and conducting business in a manner that is lawful
is vital to continued success. Every employee, director, and officer of the
Company is expected to comply with all applicable local, state and federal laws
and regulations, in the cities, states and countries in which Proteo or one of
its subsidiaries operates. While an employee, director, or officer is not
expected to be on familiar terms with every law or regulation, such person is
expected to utilize reasonable judgment when determining when it is appropriate
to seek advice or clarification on laws, rules and regulations. Further, the
employee, officer or director is expected to follow both the letter and spirit
of these laws, rules and regulations. Employees, directors, and officers are
expected to be familiar with and comply with the terms, conditions and policies
set forth in the Proteo Employee Handbook.


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BUSINESS INFORMATION AND DISCLOSURES TO INVESTORS

As a public company, it is critical that Proteo's filings with the Securities
and Exchange Commission as well as other public communications be full, fair,
accurate, complete, timely and understandable. To assist in meeting the
reporting standards detailed above, for all material information, including
information relating to the Company's financial records and reports, an internal
system of controls and procedures, as well as a Disclosure Committee has been
established. Each individual is expected to follow these controls and procedures
to the extent they apply to his or her role.

Employees, directors, and officers are expected to always record information
accurately, honestly and in accordance with all applicable legal requirements as
well as the Company's internal system of controls. An employee, director, or
officer of the Company will never be granted authorization to knowingly enter
into or maintain any false or misleading information in the corporate books,
records, accounts or financial statements.

If an employee is aware that public disclosures are not accurate, complete or
timely, or if an employee becomes aware of a transaction or development that he
or she believes may require disclosure, that employee should report the
information immediately to a member of the the Board of Directors, the Chief
Executive Officer or Chief Financial Officer.

In the event the President and Chief Executive Officer and/or one of the senior
financial officers, or any other officer, becomes aware of information that has
been filed or disclosed regarding the Company's business and/or financial
condition that does not meet the standards set forth above, he or she is
expected to promptly report the violation to the Board of Directors.

RECORD RETENTION

Records should always be retained or destroyed as outlined in the Employee
Handbook. In accordance with those policies, in the event of litigation or
governmental investigation, each employee, director and officer is expected to
preserve all possibly relevant documents.

CONFLICTS OF INTEREST

TheCompany respects all individuals' rights to engage in activities outside
their employment that are private in nature (social, community, political, or
religious). However, each employee, director, and officer is expected to avoid
situations and relationships that involve the appearance of a conflict of
interest or actual or potential conflicts of interest. A "conflict of interest"
exists when private interests interfere in any way with the interests of Proteo
or when an employee, director, or officer takes actions or has interests that
may make it difficult to perform his or her work objectively and effectively.

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PERSONAL OR BUSINESS OPPORTUNITIES

Employees, directors, and officers are prohibited from taking advantage of
personal opportunities that are discovered through use of company property,
access to company information or as a result of their position with Proteo
without the consent of the Board of Directors. No employee, director, or officer
may use corporate property, information, or position for improper personal gain,
and no employee, director, or officer may compete with Proteo directly or
indirectly. Employees, directors, and officers have a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

SECURITIES LAWS AND INSIDER TRADING

Employees, directors, and officers are not allowed to purchase or sell Proteo
common stock while in the possession of material, non-public information
concerning Proteo. In general, information will be considered "material" if a
reasonable investor would consider it important in making his or her investment
decision. This information includes but is not limited to, earnings results,
acquisitions, divestitures, or pending changes in management or control. In
addition, to use any material non-public information to "tip" others who might
make an investment decision on the basis of this information is not only
unethical, but also illegal.

These rules also apply to the use of material, non-public information about
other companies including but not limited to clients, competitors and potential
business partners. These rules also apply to an employee's, director's, or
officer's spouse, children, parents and siblings, as well as any other family
members living in his or her household.

The Company also maintains a separate Insider Trading Policy that employees,
directors, and officers are expected to become familiar with and comply with at
all times. Questions regarding this policy should be directed to the Chief
Financial Officer.

ENTERTAINMENT AND GIFTS

Thepurpose of business entertainment and gifts is to create good will and sound
working relationships. The purpose is not to gain unfair advantage with
customers, suppliers or personnel who work for the government or an organization
that regulates the Company's business or business operations. No gift or
entertainment should ever be offered, given, provided or accepted by any
employee, officer, or director, or family member of such person unless it:

         o        Is not a cash gift;

         o        Is consistent with customary business practices;

         o        Is of nominal value;

         o        Cannot be construed as a bribe or payoff;

         o        Does not violate any laws or regulations; and

         o        Does not imply that additional business opportunities are
                  contingent upon the gift/gratuity.

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Thepromise, offer or delivery to an official or employee of the German
government of a gift, favor or other gratuity in violation of any federal laws,
rules or regulations would not only violate the Code but could also be a
criminal offense. State and local governments or other regulating agencies may
have similar rules.

EQUAL OPPORTUNITY

Proteo, Inc. is guided by the principle of equal opportunity and respect for
others. The Company is firmly committed to providing equal opportunity in all
aspects of employment and will not tolerate any discrimination or harassment of
any kind with regard to race, color, religion, sex, age, national origin,
disability, veteran status or any other category protected by federal, state or
local law.

CONFIDENTIALITY, PROTECTION AND PROPER USE AND TREATMENT OF COMPANY INFORMATION

Confidentiality, protection and the appropriate treatment of information is
critical to the Company's ability to grow and compete. Every employee, director,
and officer is expected to take measures to protect or assist in the protection
of all confidential and proprietary information, including technical, financial,
marketing and other business information, which, if made available to our
competitors or the public, would be advantageous to such competitors and
detrimental to Proteo. Each individual is expected to maintain the
confidentiality of information entrusted to him or her by the Company or its
customers, suppliers and competitors, except when disclosure is authorized by
management or legally mandated. The obligation to preserve confidential
information continues even after employment with Proteo ends.

AMENDMENTS AND WAIVERS TO THE CODE FOR DIRECTORS AND EXECUTIVE OFFICERS

The Company will promptly disclose, in the manner required by law or SEC
regulation, any of the following:

         o        The nature of any amendment to the Code that applies to any of
                  our directors or executive officers; and

         o        The nature of any waiver, including an implicit waiver, from a
                  provision of the Code that is granted by the Board of
                  Directors to any director or officer.

REPORTING A VIOLATION OR SUSPECTED VIOLATION

Anyemployee, director, or officer, regardless of his or her position, that
suspects a violation of the Code or has knowledge of a suspected violation of
the Code is expected to bring forward any pertinent information, regardless of
the identity or position of the suspected offender. To report a suspected
violation of the Code, contact a member of the Board of Directors. Individuals
reporting a suspected violation of the Code may choose to remain anonymous and
activity is reported directly to the Board of Directors.

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All information regarding a suspected violation will be treated with the utmost
privacy and in a confidential manner, consistent with the appropriate evaluation
and investigation. If it is determined, upon the appropriate evaluation and
investigation, that a provision the Code has been violated, the person(s)
violating the Code, disciplinary action will be taken, up to and including
termination of employment.

The Company has a zero tolerance policy for retaliation or retribution against
any person who reports a suspected violation of the Code (even if the report is
mistaken but was submitted in the good faith belief it was correct) or against
any person who participates in the investigation of a violation of the Code. Any
person who has been found to have engaged in an act(s) of retaliation will be
subject to disciplinary action, up to and including termination.