**EXHIBIT
      14.1**




***Ethical
      Behavior***





It
      is our
      policy to do business in compliance with all applicable laws, rules and
      regulations and accepted community ethical and moral standards. It has been
      the
      Company ' s
      longstanding policy to maintain the highest ethical standards in the conduct
      of
      its affairs and in its relationship with customers, suppliers, employees,
      advisors and the communities and countries in which its operations are
      located.





As
      an
      integral member of the team, you are expected to accept certain
      responsibilities, adhere to acceptable business principles in matters of
      personal conduct, and exhibit a high degree of personal integrity at all times.
      This not only involves sincere respect for the rights and feelings of others,
      but also demands that in both your business and personal life, you refrain
      from
      any behavior that might be harmful to you, your co-workers, the company, or
      that
      might be viewed unfavorably by current or potential customers, or by the public
      at large. Whether you are on duty or off, your conduct reflects on NeoMedia.
      You
      are, therefore, encouraged to observe the highest standards of professionalism
      at all times.





It
      would
      be virtually impossible to cite examples of every type of activity which might
      give rise to a question of unethical conduct. Therefore, it is important that
      each of us rely on our own good judgment in the performance of our duties and
      responsibilities. When situations occur where the proper course of action is
      unclear, request advice and counsel from an officer of the Company. The
      reputation and good name of the Company depends entirely upon the honesty and
      integrity of each one of us.





You
      should read this with the following in mind. We require every employee to comply
      with these standards. This list is not comprehensive. We encourage you who
      have
      questions about these standards and their application to employee conduct to
      discuss them with their manager, the company's counsel, or with Human Resource
      Department. An employee who knows or has reason to know of any activity that
      violates or could violate these standards must promptly report the matter to
      the
      Human Resource Department. Each employee will be given a copy of this policy
      and
      be asked to sign an Employee Acknowledgement Form.





These
      principles set forth in this Policy Statement are to be strictly observed.
      Each
      manager should insure that appropriate procedures are in place such that at
      the
      time of employment or promotion into a management, supervisory, sales or
      purchasing position an acknowledged copy of this Policy Statement is obtained
      for permanent retention in the employees' personnel file.





In
      January of each year each corporate officer and senior management personnel
      will
      be asked to reaffirm this Policy Statement by signing and returning to the
      corporate office a copy of this Policy Statement. Each manager will ask all
      employees to reaffirm this Policy Statement by reviewing the statements with
      each employee, obtaining two signed copies of the acknowledgement, one copy
      of
      which will be retained in the employee ' s
      personnel file. Each manager will notify the Chief Financial Officer or Human
      Resources Director in writing of refusals to sign, or any exceptions requested
      to, this requirement.





Because
      violations are serious matters, any infraction of this will subject an employee,
      without regard to position, to disciplinary action, which may include reprimand,
      probation, and suspension, reduction in salary, demotion or discharge depending
      on the seriousness of the offense. Claims of ignorance, overzealousness, good
      intentions or lack of injury cannot excuse or justify acts which violate this
      policy. In addition, similar disciplinary measures will apply to any employee
      who directs orders or approves of such prohibited activities, or has knowledge
      of them and does not act promptly to correct them in accordance with this Policy
      Statement. Appropriate disciplinary measures will be imposed on any employee
      who
      fails to carry out the management responsibility to insure that subordinates
      are
      adequately informed about this Policy Statement.





The
      Company's attorneys will advise management concerning the legality of corporate
      conduct and, upon approval from an officer of the Company, should be called
      upon
      for guidance and counsel if any questions arise regarding Company policy or
      concerning any proposed activities that raise any question of possible conflict
      with this Policy Statement.





As
      used
      in this Policy Statement, the term "Company " means
      and refers to NeoMedia Technologies, Inc. and all of its divisions and
      subsidiaries, domestic and foreign, and the term "employee " means
      and refers to the directors, officers and employees of NeoMedia Technologies,
      Inc. and all of its divisions and subsidiaries.