**Exhibit14.1**

 

Power3 Medical Code ofEthics

 

All employees shall be responsible forcompliance with this Code of Ethics.  Anyemployee having information concerning any prohibited or unlawful act shallpromptly report such matter to the Director of Human Resources. While this isthe preferred reporting procedure, employees should also feel free to report toanyone in line management, including the Chief Executive, The Chief ScientificOfficer, or the Chief Financial Officer.

 

Employees should be advised of this reportingobligation and encouraged to report any prohibited or unlawful activities ofwhich they are aware. There will be no reprisals for reporting such informationand employees should be so advised.

 

****Conflicts of Interest****

 

Every employee has a duty to avoid business,financial or other direct or indirect interests or relationships which conflictwith the interests of the Company or which divide his or her loyalty to theCompany. Any activity which even appears to present such a conflict must be avoidedor terminated unless, after disclosure to the appropriate level of management,it is determined that the activity is not harmful to the Company or otherwiseimproper.

 

A conflict or the appearance of a conflict ofinterest may arise in many ways. For example, depending on the circumstances,the following may constitute an improper conflict of interest:

 

Ownership of or an interest in a competitoror in a business with which the Company has or is contemplating a relationship(such as a supplier, customer, landlord, distributor, licensee/ licensor, etc.)either directly or indirectly, such as through family members.

 

Profiting, or assisting others to profit,from confidential information or business opportunities that are availablebecause of employment by the Company.

 

Providing service to a competitor or aproposed or present supplier or customer as an employee director, officer,partner, agent or consultant.

 

Soliciting or accepting gifts, payments,loans, services or any form of compensation from suppliers, customers,competitors or others

 

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seeking to do business with the Company.Social amenities customarily associated with legitimate business relationshipsare permissible. These include the usual forms of entertainment such as lunchesor dinners as well as occasional gifts of modest value. While it is difficultto define “& customary,” “modest,” or “usual” by stating a specific dollaramount, common sense should dictate what would be considered extravagant orexcessive. If a disinterested third party would be likely to infer that itaffected your judgment, then it is too much. All of our business dealings mustbe on arm’s-length terms and free of any favorable treatment resulting from thepersonal interest of our employees. Loans to employees from financialinstitutions which do business with the Company are permissible as long as theloans are made on prevailing terms and conditions.

 

Influencing or attempting to influence anybusiness transaction between the Company and another entity in which an employeehas a direct or indirect financial interest or acts as a director, officer,employee, partner, agent or consultant.

 

Buying or selling securities of any othercompany using non-public information obtained in the performance of an employee’sduties, or providing such information so obtained to others.

 

Disclosure is the key. Any employee who has aquestion about whether any situation in which he or she is involved amounts toa conflict of interest or the appearance of one should disclose the pertinentdetails, preferably in writing, to his or her supervisor. Each supervisor isresponsible for discussing the situation with the employee and arriving at adecision after consultation with or notice to the appropriate higher level ofmanagement.

 

To summarize, each employee is obligated todisclose his or her own conflict or any appearance of a conflict of interest.The end result of the process of disclosure, discussion and consultation maywell be approval of certain relationships or transactions on the ground that,despite appearances, they are not harmful to the Company. But all conflicts andappearances of conflicts of interest are prohibited, even if they do not harmthe Company, unless they have gone through this process.

 

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****Compliance with Laws and Regulations****

 

Our business is subject to extensivegovernmental regulation. The approval and sale of pharmaceutical products andmedical devices is particularly heavily regulated, but many other aspects ofour business are also covered by statutes and regulations.

 

Consistent with our business philosophy, itis the policy of Power3 Medical to comply with the laws of each country inwhich our company does business. It is the responsibility of all employees tobe familiar with the laws and regulations that relate to their businessresponsibilities and to comply with them.

 

If an employee has any question whether atransaction or course of conduct complies with applicable statutes orregulations, it is the responsibility of that employee to obtain advice fromthe Human Resources Department.

 

Set forth below are several areas ofregulated business activity that require particular attention.

 

****Antitrust and Competition Laws****

 

It is the policy of Power3 Medical to complywith the antitrust and competition laws of each country in which our companiesdo business. No employee of the Company shall engage in anti-competitiveconduct in violation of any such antitrust or competition law.

 

****Environmental Laws and Regulations****

 

Power3 Medical is committed to conducting itsbusiness in an environmentally sound manner. In addition to carrying out theprograms the Company has initiated, employees are required to be familiar withenvironmental laws and regulations which relate to their employmentresponsibilities and to comply with them. This includes ensuring that reportson environmental matters filed with government agencies or required by law tobe published are complete and accurate.

 

****Healthcare Compliance; Approval, Manufacture, Sales and Marketing ofMedical Device, and Diagnostic Products****

 

No aspect of our business is more subject togovernmental regulation than the development, manufacture, approval, sales andmarketing of

 

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our health care products. Because of thecomplex nature of many of these regulations, the Company must take particularcare to ensure appropriate employees are aware of regulatory requirements andtake necessary steps to comply with them.

 

****Employment and Labor Laws and Policies****

 

Our most important resource is our employees.All employment must be in compliance with all applicable laws and regulations,including those concerning hours, compensation, opportunity, human rights andworking conditions.

 

Power3 Medical strictly prohibitsdiscrimination or harassment against any employee because of the individual’srace, color, religion, gender, sexual orientation, national origin, age,disability, veteran’s status or any status protected by law.

 

It is the policy of Power3 Medical that allemployees work in a clean, orderly and safe environment. In the interest ofmaintaining a safe and healthy workplace, the Company requires full compliancewith applicable workplace safety and industrial hygiene standards mandated bylaw.

 

****Compliance with Securities Laws****

 

The Company is often required by theSecurities Laws of the United States to disclose to the public importantinformation regarding the Company.

 

An employee who knows important informationabout the Company that has not been disclosed to the public must keep suchinformation confidential. It is a violation of United States law to purchase orsell Power3 Medical stock on the basis of such important non-publicinformation. Employees may not do so and may not provide such information toothers for that or any other purpose.

 

Employees may not buy or sell securities ofany other company using important non-public information obtained in theperformance of their duties. Employees may not provide such information soobtained to others.

 

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****Respect for Trade Secrets****

 

It is the policy of Power3 Medical to respectthe trade secrets and proprietary information of others. Although informationobtained from the public domain is a legitimate source of competitiveinformation, a trade secret obtained through improper means is not.

 

If a competitor’s trade secrets orproprietary information are offered to an employee in a suspicious manner, orif an employee has any question about the legitimacy of the use or acquisitionof competitive information, the Human Resources Department is to be contactedimmediately.

 

No Company funds, assets or information shallbe used for any unlawful purpose. No employee shall purchase privileges orspecial benefits through payment of bribes, illegal political contributions, orother illicit payments or otherwise give anything of value to a government officialin order to influence inappropriately any act or decision on the part of theofficial.

 

No undisclosed or unrecorded fund or assetshall be established for any purpose.

 

No false or artificial entries shall be madein the books and records of the Company for any reason, and no employee shallengage in any arrangement that results in such prohibited act, even if directedto do so by a supervisor.

 

No payment shall be approved or made with theagreement or understanding that any part of such payment is to be used for anypurpose other than that described by documents supporting the payment.

 

No payments of any kind (whether commissions,promotional expenses, personal expenses, free goods or whatever) shall be madeto an unaffiliated distributor or sales agent (or employee or agent thereof) inany country other than that in which the sales were made or in which thedistributor or sales agent has a substantial place of business.

 

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