**EXHIBIT 14.1**

 

**IMPAC MEDICAL SYSTEMS, INC.**

**CODE OF ETHICS**

 

**Compliance WithApplicable Laws**

 

All employees, officers and directors ofthe Company should comply with all of the laws, rules and regulations of the U.S. and other countries, and the states, counties, cities and other jurisdictions, applicable to the Company or its business. 

 

This Code of Ethics does not summarize all laws, rules and regulationsapplicable to the Company and its employees, officers and directors. Please consult Connie Tietze and Orrick, Herrington & Sutcliffe LLP and the various guidelines which the Company has prepared on specific laws, rules and regulations, includingthe Company’s Insider Trading Policy and refer to other corporate policies or guidelines, e.g., corporate entertainment policies, guidelines for complying with the Foreign Corrupt Practice Act, records retention policies, etc. 

 

The Company has designated Connie Tietze as Compliance Officer to administerthis Code. Employees, offices or directors may, at their discretion, make any report or complaint provided for in this Code to the Compliance Officer. The Compliance Officer will refer complaints submitted, as appropriate, to the Board of Directorsor an appropriate Committee of the Board. 

 

**Conflicts Of Interest**

 

A “conflict of interest” may exist whenever theprivate interests of an employee, officer or director conflict in any way (or even appear to conflict) with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that maymake it difficult to perform his or her Company work objectively. Conflicts of interest may also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position inthe Company, whether received from the Company or a third party. Loans to, or guarantees of obligations of, employees, officers and directors and their respective family members may create conflicts of interest. Federal law prohibits loans todirectors and executive officers. In addition, it is almost always a conflict of interest for a Company employee or officer to work simultaneously for a competitor, customer or supplier. 

 

Although it is not always possible to avoid conflicts of interest, it is the Company’s policy to prohibit suchconflicts when possible. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with a member of management or the Compliance Officer. Any employee, officer or director who becomes aware of a conflict orpotential conflict should bring it to the attention of a supervisor, corporate officer or the Compliance Officer. 

 

**Corporate Opportunity**

 

Except as may be approved by the Board of Directors or a committee of independent directors, employees, officers and directors are prohibited from (a)taking for themselves personally opportunities that belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competingwith the Company. 

 

**Confidentiality**

 

All employees and officers, under the confidentiality agreement signed whenthey joined the Company, and all directors, must maintain the confidentiality of confidential information entrusted to them by the Company or its suppliers or customers, except when disclosure is authorized by the Company or required by laws,regulations or legal proceedings. As more fully described in the confidentiality agreement, “confidential information” includes, but is not limited to, non-public information that might be of use to competitors of the Company, or harmfulto the 

Company or its customers if disclosed. Whenever feasible, employees, officers and directors should consult the Connie Tietze if they believe they have alegal obligation to disclose confidential information. 

 

**Fair Dealing**

 

Each employee, officer and director should endeavor todeal fairly with the Company’s customers, suppliers, competitors, officers and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or anyother unfair dealing practice. Stealing proprietary information, misusing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited.

 

**Protection And Proper Use Of Company Assets**

 

All employees, officers and directors should protect the Company’sassets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes.******

 

**Accounting Complaints**

 

The Company’s policy is to comply with all applicable financial reporting and accounting regulations applicable to theCompany. Employees, officers or directors who have concerns or complaints regarding questionable accounting or auditing practices are encouraged to promptly submit those concerns or complaints (anonymously, confidentially or otherwise) to the AuditCommittee of the Board of Directors which will, subject to its duties arising under applicable laws, regulations and legal proceedings, treat such submissions confidentially. Such submissions may be directed to the attention of Greg Schiffman,Chairman of the Audit Committee, at the principal executive offices of the Company. ****

 

**Reporting Any Illegal Or Unethical Behavior**

 

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. Anyemployee, officer or director who believes that a violation of this Code or other illegal or unethical conduct by any employee, officers or director has occurred or may occur should promptly contact a supervisor, a corporate officer, or theCompliance Officer. Such reports may be made confidentially or anonymously. Confidentiality will be protected, subject to applicable law, regulation or legal proceedings. 

 

**No Retaliation**

 

The Company will not permit retaliation of any kind by or on behalf of the Company and its employees, officers and directors against good faith reports orcomplaints of violations of this Code or other illegal or unethical conduct. 

 

**Public Company Reporting**

 

As a public company,it is of critical importance that the Company’s filings with the Securities and Exchange Commission be accurate and timely. Depending on their respective positions with the Company, employees, officers or directors may be called upon to provideinformation necessary to assure that the Company’s public reports are complete, fair and understandable. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt and accurate answersto inquiries related to the Company’s public disclosure requirements. The Company has formed a Disclosure Committee consisting of the Chief Executive Officer, the Chief Financial Officer and the Vice Presidents of the Company to oversee thepreparation and review of public disclosure documents. 

**Amendment, Modification And Waiver**

 

This Code may be amended, modified or waived by the Board of Directors, subject to the disclosure and other provisions ofthe Securities Exchange Act of 1934, and the rules thereunder and the applicable rules of the Nasdaq National Market.