EXHIBIT 14.1


                       CODE OF BUSINESS CONDUCT AND ETHICS
                         OF GVI SECURITY SOLUTIONS, INC.


INTRODUCTION

         This Code of Business Conduct and Ethics ("Code") 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 all directors, officers and
employees of GVI Security Solutions, Inc. and its subsidiaries (collectively the
"Company"). All of the Company's directors, officers and employees must conduct
themselves accordingly and seek to avoid even the appearance of improper
behavior. This Code should also be provided to and followed by the Company's
agents and representatives, including consultants.

         If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.

         Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment. If you are
in a situation which you believe may violate or lead to a violation of this
Code, follow the guidelines described in Section 15 hereof.

         This Code was adopted by the Board of Directors of the Company (the
"Board") on April 26, 2004.

1.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All directors, officers and
employees must respect and obey the laws of the cities, states and countries in
which the Company operates. Although not all directors, officers and employees
are expected to know the details of these laws, it is important to know enough
to determine when to seek advice from supervisors, managers or other appropriate
personnel. Advice may also be sought from the Company's current Compliance
Officer, Nazzareno Paciotti, who, where appropriate, will confer with the
Company's outside counsel ("Outside Counsel").

2.       CONFLICTS OF INTEREST

         A "conflict of interest" exists when a person's private interest
interferes in any way with the Company's interests. A conflict situation can
arise when a director, officer or employee takes actions or has interests that
may make it difficult to perform his or her Company work objectively and
effectively. 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 in the Company. Loans to, or guarantees of
obligations of, directors, officers and employees and their family members may
create conflicts of interest.

         You are not allowed to work for a competitor as a consultant, officer
or board member. Unless approved by the Compliance Officer or the Board, the
best policy is to avoid any direct or indirect business connection with the
Company's customers, suppliers or competitors, except on the Company's behalf.
Conflicts of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board. Conflicts of interest may not always be
clear-cut, so if you have a question, you should consult with higher levels of
management or the Compliance Officer. Any director, officer or employee who
becomes aware of a conflict or potential conflict should consult the procedures
described in Section 15 of this Code.


<PAGE>


3.       INSIDER TRADING

         Directors, officers and employees who have access to confidential
information 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 but also illegal.

4.       CORPORATE OPPORTUNITIES

         Directors, officers and employees are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board. 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.

5.       COMPETITION AND FAIR DEALING

         The Company seeks to outperform its competition fairly and honestly.
Stealing proprietary information, possessing trade secret information 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 and competitors. No director, officer or employee should
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other
intentional unfair-dealing practice.

         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 any director, officer, employee, family member of
any director, officer or employee or agent 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. Please discuss with your supervisor any gifts or proposed
gifts which you are not certain are appropriate.

6.       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 of any
kind. Examples include derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances.



                                       2
<PAGE>


7.       HEALTH AND SAFETY

         The Company strives to provide each employee with a safe and healthy
work environment. Each director, officer and employee has responsibility for
maintaining a safe and healthy workplace for all directors, officers and
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. Directors,
officers and employees should report to work in 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.

8.       RECORD-KEEPING

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

         Many directors, officers and employees use business expense accounts,
which must be documented and recorded accurately. If you are not sure whether a
certain expense is legitimate, ask your supervisor or your manager.

         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 must 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. 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 please consult the Compliance Officer.

9.       RESPONSIBILITIES OF CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL
         OFFICERS

         The Company's Chief Executive Officer ("CEO") and all senior financial
officers are responsible for full, fair, accurate, timely and understandable
disclosure in the periodic reports required to be filed with the SEC.
Accordingly, it is the responsibility of the CEO and each senior financial
officer promptly to bring to the attention of the Compliance Officer and the
Audit Committee of the Board any material information of which he or she may
become aware that affects the disclosures made by the Company in its public
filings.

         The CEO and each senior financial officer shall promptly bring to the
attention of the Audit Committee any information he or she may have concerning
(1) significant deficiencies in the design or operation of internal controls
which could adversely affect the Company's ability to record, process, summarize
and report financial data or (2) 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
<PAGE>


         The CEO and each senior financial officer shall promptly bring to the
attention of the Compliance Officer or the CEO and to the Audit Committee any
information he or she 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.

10.      CONFIDENTIALITY

         Directors, officers and employees must maintain the confidentiality of
confidential information entrusted to them by the Company or its customers,
except when disclosure is authorized by the Compliance Officer or required by
applicable laws or regulations. Confidential information includes all non-public
information that might be of use to competitors or harmful to the Company or its
customers 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 or service to the Company ends.

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
equipment should not be used for non-Company business.

         The obligation of directors, officers and employees to protect the
Company's assets includes protection of 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 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 which 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. The
Compliance Officer can provide guidance to you in this area.



                                       4
<PAGE>


13.      WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

         Any waiver of this Code for executive officers or directors may be made
only by the Board or a committee of the Board. All waivers and amendments of
this Code will be promptly disclosed as required by law or the listing
standards, if any, applicable to the Company at the time of the waiver or
amendment.

14.      REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

         Directors, officers and employees are encouraged to talk to
supervisors, managers or other appropriate personnel about potential illegal or
unethical behavior and the best course of action in a particular situation. It
is the Company's policy not to allow retaliation for reports of misconduct by
others made in good faith by directors, officers and employees. Directors,
officers and employees are expected to cooperate in internal investigations of
misconduct.

         Any director, officer or employee may submit a good faith concern to
the Compliance Officer or to Outside Counsel regarding questionable accounting
or auditing matters without fear of dismissal or retaliation of any kind.

         The Board shall determine, or designate 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 shall include written notices to
the individual involved that the Board 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. In determining what
action is appropriate in a particular case, the Board 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.

15.      COMPLIANCE PROCEDURES

         We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it is difficult to know if
a violation has occurred. Since it is not possible to anticipate every situation
that will arise, it is important to have a way to approach a new question or
problem. These are some steps to keep in mind:

         o Make sure you have all the facts. In order to reach the right
solutions, both you and the Company must be as fully informed as possible.

         o Ask yourself: What specifically am I being asked to do? Does it seem
unethical or improper? This will enable you to focus on the specific question
you are faced with and the alternatives you have. Use your judgment and common
sense; if something seems unethical or improper, it probably is.


                                       5
<PAGE>


         o Clarify your responsibility and role. In most situations, there is
shared responsibility. Are your colleagues informed? It may help to get others
involved and discuss the problem.

         o Discuss the problem with your supervisor. This is the basic guidance
for all situations. In many cases, your supervisor will be more knowledgeable
about the question and will appreciate being brought into the decision-making
process. Remember that it is your supervisor's responsibility to help solve
problems.

         o Seek help from Company resources. In the rare case where it may not
be appropriate to discuss an issue with your supervisor, or where you do not
feel comfortable approaching your supervisor with your question, discuss it with
the Compliance Officer.

         o You may report ethical violations in confidence and without fear of
retaliation. If your situation requires that your identity be kept secret, your
anonymity will be protected. The Company does not permit retaliation of any kind
against employees for good faith reports of ethical violations.

         o Always ask first, act later: If you are unsure of what to do in any
situation, seek guidance before you act.

16.      NAMES AND NUMBERS

Compliance Officer

                           Nazzareno Paciotti  (972) 245-7353  (x 2239)

Outside Counsel

                           Alison Newman, Esq.
                           Kronish Lieb Weiner & Hellman LLP
                           1114 Avenue of the Americas
                           New York, New York 10036
                           (212) 479-6190


                                       6