**Exhibit 14.1**

 

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

Thispolicy applies to all directors, officers and employees of Refocus Group, Inc.or any of its subsidiaries.

 

**Introduction**

 

TheCompany’s reputation for honesty and integrity is the sum of the personal reputationsof our directors, officers and employees. To protect this reputation and to promote compliance with laws, rulesand regulations, this Code of Business Conduct and Ethics (the “Code”) has beenadopted by the Board of Directors. This Code is only one aspect of ourcommitment. Persons covered by this Code must also be familiar with and complywith all other Company policies.

 

ThisCode sets out the basic standards of ethics and conduct to which all of ourdirectors, officers and employees are held. These standards are designed to deter wrongdoing and to promote honestand ethical conduct, but will not cover all situations. If a law conflicts witha policy in this Code, you must comply with the law; however, if a local customor policy conflicts with this Code, you must comply with the Code.

 

Ifyou have any doubts whatsoever as to the propriety of a particular situation,you should submit it in writing to the Chief Financial Officer who will reviewthe situation and take appropriate action in keeping with this Code, our othercorporate policies and the applicable law. If your concern relates to the CFO, you should submit your concern, inwriting, to the President.  The contactinformation for each of those individuals is included at the end of thisCode.  If you are a director, you willsubmit any concerns directly to the Board of Directors.

 

Thosewho violate the standards set out in this Code will be subject to disciplinaryaction including immediate termination or other action of the Board of Directors.

 

**1.****                                     ****Scope**

 

Asis evident from the wording of this Policy, some restrictions such as regardingoutside business commitments, apply only to full time employees.

 

**2.****                                     ****Honest and Ethical Conduct**

 

We,as a Company, require honest and ethical conduct from everyone.  Each person has a responsibility to allother directors, officers and employees of the Company, and to the Companyitself, to act in good faith, responsibly, with due care, competence anddiligence, without misrepresenting material facts or allowing your independentjudgment to be subordinated.  Eachperson must otherwise conduct themselves in a manner that meets with ethicaland legal standards.

 

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**3.****                                     ****Compliance with Laws, Rulesand Regulations**

 

Youare required to comply with all applicable governmental laws, rules andregulations, both in letter and in spirit. Although you are not expected to know the details of all the applicablelaws, rules and regulations, we expect you to seek advice from the ChiefFinancial Officer if you have any questions about whether the requirementapplies to the situation or what conduct may be required to comply with anylaw, rule or regulation.

 

**4.****                                     ****Conflicts of Interest**

 

Youmust handle, in an ethical manner, any actual or apparent conflict of interestbetween your personal and business relationships.   A “conflict of interest” exists when a person’s privateinterests interferes in any material way with the interests of the Company andare prohibited by this policy.  Forexample, a conflict situation arises if you take actions or have interests thatinterfere with your ability to perform your work for the Company objectivelyand effectively.  Conflicts of interestalso may arise if you, or a member of your family, receive an improper personalbenefit as a result of your position with our Company.

 

Ifyou become aware of any material transaction or relationship that reasonablycould be expected to give rise to a conflict of interest, you should report itpromptly to the Chief Financial Officer or President.

 

Conflictsof interest are prohibited as a matter of Company policy, except underguidelines approved by the Board of Directors. The following standards apply tocertain common situations where potential conflicts of interest may arise:

 

**A.****                                   ****Gifts and Entertainment**

 

Personalgifts and entertainment offered by persons doing business with the Company maybe accepted when offered in the ordinary and normal course of the businessrelationship and the value of such gifts and entertainment is immaterial.  However, the frequency and cost of any suchgifts or entertainment may not be so excessive that your ability to exerciseindependent judgment on behalf of our Company is or may appear to becompromised.

 

**B.****                                   ****Financial Interests In OtherOrganizations**

 

Thedetermination whether any outside investment, financial arrangement or otherinterest in another organization is improper depends on the facts andcircumstances of each case.  Yourownership of an interest in another organization may be inappropriate if theother organization has a material business relationship with, or is a directcompetitor of our Company and your financial interest is of such a size thatyour ability to exercise independent judgment on behalf of our Company is ormay appear to be compromised.  As a generalrule, a passive investment would not likely be considered improper if it:

 

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(1)is in publicly traded shares; (2) represents less than 1% of the outstandingequity of the organization in question; and (3) represents less than 5% of yournet worth.  Other interests also may notbe improper, depending on the circumstances.

 

**C.****                                   ****Outside Business Activities**

 

Thedetermination of whether any outside position an employee may hold is improperwill depend on the facts and circumstances of each case.  Your involvement in trade associations,professional societies, and charitable and similar organizations will notnormally be viewed as improper. However, if those activities are likely to take substantial time from orotherwise conflict with an employee’s responsibilities to the Company, youshould obtain prior approval from the Chief Financial Officer or thePresident.  Other outside associationsor activities in which you may be involved are likely to be viewed as improperonly if they would interfere with your ability to devote proper time andattention to your responsibilities to the Company or if your involvement iswith another company with which the Company does business or competes.  For a director, employment or affiliationwith a company with which the Company does business or competes must be fullydisclosed to the Company’s Board of Directors and must satisfy any otherstandards established by applicable law, rule (including rule of any applicablestock exchange) or regulation and any other corporate governance guidelinesthat our Company may establish.

 

**D.****                                   ****Indirect Violations**

 

Youshould not indirectly, through a spouse, family member, affiliate, friend,partner, or associate, have any interest or engage in any activity that wouldviolate this Code if such same interest or activity would violate this Code ifheld or untaken directly by you.  Anysuch relationship should be fully disclosed to our Company’s Chief FinancialOfficer or President (or the Board of Directors if you are a director of ourCompany), who will make a determination whether the relationship isinappropriate, based upon the standards set forth in this Code.

 

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

 

Youare prohibited from taking for yourself, personally, opportunities that arediscovered through the use of corporate property, information or position,unless the Company through the Board of Directors has declined to pursue theopportunity.  You may not use corporateproperty, information, or position for personal gain, or to compete with theCompany directly.  You owe a duty to theCompany to advance its legitimate interests whenever the opportunity to do soarises.  Additional duties andresponsibilities may be established in other Policies and or employeeagreements.

 

**6.****                                     ****Fair Dealing**

 

Youshould endeavor to deal fairly with the Company’s suppliers, competitors andemployees and with other persons with whom the Company does business.  You

 

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shouldnot take unfair advantage of anyone through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts, or any otherunfair-dealing practice.

 

**7.****                                     ****Public Disclosures**

 

Itis the Company’s policy to provide full, fair, accurate, timely, andunderstandable disclosure in all reports and documents that we file with, orsubmit to, the Securities and Exchange Commission and in all other publiccommunications made by the Company as required by law.

 

**8.****                                     ****Confidentiality**

 

Youshould maintain the confidentiality of all confidential information entrustedto you by the Company or by persons with whom the Company does business, exceptwhen disclosure is authorized or legally mandated.  Confidential information includes all non-public information thatmight be of use to competitors of, or harmful to, our Company or persons withwhom the Company does business, if disclosed.

 

**9.****                                     ****Insider Trading**

 

Ifyou have access to material, non-public information concerning the Company, youare 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 our Companyshould be considered confidential information. Insider trading, which is the use of material, non-public informationfor personal financial benefit or to “tip” others who might make an investmentdecision on the basis of this information, is not only unethical but alsoillegal.  The prohibition on insidertrading applies not only to our Company’s securities, but also to securities ofother companies if you learn of material non-public information about thesecompanies in the course of your duties to the Company.  Violations of this prohibition against“insider trading” may subject you to criminal or civil liability, in additionto disciplinary action by our Company.  Additional requirements are enumerated in the separate Insider TradingPolicy.

 

**10.****                              ****Protection and Proper Use ofCompany Assets**

 

Eachperson has an obligation to take reasonable care to protect the Company’sassets and promote their efficient use. Theft, carelessness, and waste have a direct impact on the Company’sprofitability.  All corporate assetsshould be used for legitimate business purposes. The obligation of employees toprotect the Company’s assets includes its proprietary information.  Proprietary information includesintellectual property such as trade secrets, patents, trademarks, andcopyrights, as well as business, marketing and service plans, engineering andmanufacturing ideas, designs, databases, records, salary information and anyunpublished financial data and reports. Unauthorized use or

 

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distributionof this information violates this policy and could also be illegal and resultin civil or criminal penalties.

 

**11.****                              ****Interpretations and Waiversof the Code of Business Conduct and Ethics**

 

Ifyou are uncertain whether a particular activity or relationship is improperunder this Code or requires a waiver of this Code, you should disclose it tothe Chief Financial Officer or President (or the Board of Directors if you area director), who will make a determination first, whether a waiver of this Codeis required and second, if required, determine whether a waiver will berecommended.  You may be required toagree to conditions before a waiver or a continuing waiver is granted.  However, any waiver of this Code for anexecutive officer or director may be made only by the Company’s Board ofDirectors and will be promptly disclosed to the extent required by applicablelaw, rule (including any rule of any applicable stock exchange) or regulation.

 

**12.****                              ****Reporting any Illegal orUnethical Behavior**

 

TheCompany desires to promote ethical behavior. Employees are encouraged to talk to any appropriate personnel includingthe Chief Financial Officer or the President when in doubt about the bestcourse of action in a particular situation. Additionally, employees should promptly report violations of laws,rules, regulations or this Code to the Chief Financial Officer orPresident.  Any report or allegation ofa violation of applicable laws, rules, regulations or this Code need not besigned and may be sent anonymously.  Allreports of violations of this Code, including reports sent anonymously, will bepromptly investigated and, if found to be accurate, acted upon in a timely manner.  If any report of wrongdoing relates toaccounting or financial reporting matters, or relates to persons involved inthe development or implementation of the Company’s system of internal controls,a copy of the report will be promptly provided to the Chairman of the Audit andFinance Committee of the Board of Directors, which may participate in theinvestigation and resolution of the matter. It is the policy of the Company not to allow actual or threatenedretaliation, harassment or discrimination against any employee as a result ofallegations of misconduct by such employee against others so long as suchallegations are made in good faith. Employees are expected to cooperate in internal investigations ofmisconduct.

 

**13.****                              ****Compliance Standards andProcedures**

 

ThisCode is intended as a statement of basic principles and standards and does notinclude specific rules that apply to every situation.  Its contents have to be viewed within the framework of theCompany’s other policies, practices, instructions and the requirements of thelaw.  This Code is in addition to otherpolicies, practices or instructions of the Company that must be observed.  Moreover, the absence of a specificcorporate policy, practice or instruction covering a particular situation doesnot relieve you of the responsibility for exercising the highest ethicalstandards applicable to the circumstances.

 

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Insome situations, it is difficult to determine the correct course ofaction.  Because this Code does notanticipate every situation that will arise, it is important that each personapproach a new question or problem in a deliberate fashion:

 

(a)                                  Determine if you know all the facts.

 

(b)                                 Identify exactly what it is that concernsyou.

 

(c)                                  Discuss the problem with the Chief FinancialOfficer or President.

 

(d)                                 Seek help from other resources such as othermanagement personnel.

 

(e)                                  Seek guidance before taking any action thatyou believe might be considered unethical or dishonest.

 

Youwill be governed by the following compliance standards:

 

•                                          You are personally responsible for your ownconduct and for complying with all provisions of this Code and for properlyreporting known or suspected violations;

 

•                                          You must use your reasonable efforts toensure that other employees, with whom you deal, are aware of and comply withthis Code;

 

•                                          No one has the authority or right to order,request or even influence you to violate this Code or the law; a request ororder from another person will not be an excuse for your violation of thisCode;

 

•                                          Any attempt by you to induce another director,officer or employee of the Company to violate this Code, whether successful ornot, is itself a violation of this Code and may be a violation of law;

 

•                                          Any retaliation or threat of retaliationagainst any director, officer or employee of the Company for refusing toviolate this Code, or for reporting in good faith the violation or suspectedviolation of this Code, is itself a violation of this Code and may be aviolation of law; and

 

•                                          The Company requires that every reportedviolation of this Code be investigated.

 

Violationof any of the standards contained in this Code, or in any other policy,practice or instruction of the Company, can result in disciplinary action,including dismissal, and civil or criminal action against the violator.  This Code should not be construed as acontract of employment and does not change any person’s status as an at-willemployee.

 

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ThisCode is for the benefit of the Company, and no other person is entitled toenforce this Code.  This Code does not,and should not be construed to, create any private cause of action or remedy inany other person for a violation of the Code.

 

Thecontact information of the Chief Financial Officer and President of the Companyare set forth below:

 

 
| President  Terence A. Walts                                                                        |   | Chief  Financial Officer  Mark A. Cox                                                                          |
|----------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------|
| 927  Carter Drive NE  Atlanta, GA 30319  678-860-3725  Fax: 404-812-0704  twalts@refocus-group.com |   | 10300  N Central Expressway #104  Dallas, Texas 75231  214-368-0200  Fax: 214-368-0332  mcox@refocus-group.com |

 

*Adopted byResolution of the Board of Directors on November 19*, 2003

 

Ihereby acknowledge receipt, review, understanding and acceptance of this Codeof Business Conduct and Ethics Policy:

 
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