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                                                                    Exhibit10.39

                        SUPERCONDUCTOR TECHNOLOGIES INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

As you know, in the wake of several large corporate scandals and bankruptcies,
the SEC and other governing bodies have implemented additional controls and
procedures for publicly reporting companies. We have always prided ourselves on
maintaining the highest ethical standards and we have always had certain
policies essential to maintaining our high standards. We believe that our
employees are aware of our commitment to ethics, and that they have worked and
will work hard to meet it. However, to formalize our commitment to certain
critical policies cited by the SEC, our Board of Directors has adopted this Code
of Business Conduct and Ethics. THIS CODE OF BUSINESS CONDUCT AND ETHICS DOES
NOT SUMMARIZE ALL OUR POLICIES. You must also comply with our other policies set
out in our Employee Handbook and elsewhere.

Please read this statement carefully and then sign it where indicated if you
understand and agree to it.

1.      COMPLYING WITH LAWS. Each of our employees should respect and comply
        with all applicable laws, rules and regulations of the U.S. and other
        countries, and the states, counties, cities and other jurisdictions in
        which we conduct business. This is true even if your supervisor or
        anyone in management has directed you otherwise. IF YOU ARE EVER UNSURE
        ABOUT THE LEGAL COURSE OF ACTION, PLEASE IMMEDIATELY REQUEST ASSISTANCE
        FROM YOUR SUPERVISOR, PETER THOMAS, OUR CHIEF EXECUTIVE OFFICER, OR
        MARTIN MCDERMUT, OUR SENIOR VP & CHIEF FINANCIAL OFFICER.

        The laws with which you must comply include "insider trading laws'
        relating to transactions in our stock. Some of your specific
        responsibilities are set out in our Statement of Company Policy on
        Insider Trading and Public Disclosure of Information. Generally, you are
        not permitted to buy, sell or otherwise trade in our securities without
        specific permission from Martin McDermut, and then only during specified
        periods. PLEASE CAREFULLY READ OUR POLICIES AND PROCEDURES REGARDING
        INSIDER TRADING IN FULL AND CONTACT MARTIN MCDERMUT, OUR SENIOR VP &
        CHIEF FINANCIAL OFFICER IF YOU HAVE QUESTIONS ABOUT IT.

2.      CONFIDENTIALITY. YOU MUST MAINTAIN THE CONFIDENTIALITY OF ALL SENSITIVE
        INFORMATION ENTRUSTED TO YOU, including all non-public information whose
        disclosure might be of use to our competitors, or harmful to us or our
        customers. Some of your specific responsibilities are set out in our
        Confidentiality and Non-Solicitation policy contained in our Employee
        Handbook. PLEASE CAREFULLY READ OUR POLICIES REGARDING CONFIDENTIALITY
        AND NON-SOLICITATION INCLUDED IN OUR EMPLOYEE HANDBOOK, AND OUR
        AGREEMENT REGARDING CONFIDENTIAL AND PROPRIETARY INFORMATION AND TRADE
        SECRETS IN FULL AND CONTACT MARTIN MCDERMUT IF YOU HAVE QUESTIONS ABOUT
        IT.

3.      FOREIGN CORRUPT PRACTICES. Under the U.S. Foreign Corrupt Practices Act
        and our policies, YOU ARE STRICTLY PROHIBITED FROM GIVING ANYTHING OF
        VALUE, DIRECTLY OR INDIRECTLY, TO FOREIGN GOVERNMENT OFFICIALS OR
        FOREIGN POLITICAL CANDIDATES IN ORDER TO OBTAIN OR RETAIN BUSINESS. In
        addition, you are strictly prohibited from giving U.S. government
        officials business gratuities or gifts. You should be aware that the
        U.S. government can and has imposed criminal sanctions on individuals
        and entities that have improperly given gifts to U.S. government
        personnel, and the promise, offer or delivery to an official or employee
        of the U.S. government of a gift or other gratuity would not only
        violate our policies, but might also be a criminal offense. PLEASE
        CONTACT MARTIN MCDERMUT IF YOU BELIEVE IMPROPER GIFTS HAVE BEEN, ARE
        BEING, OR WILL BE MADE BY OUR EMPLOYEES OR DIRECTORS.


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                        SUPERCONDUCTOR TECHNOLOGIES INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

4.      FAIR DEALING. We seek to outperform our competition fairly and honestly
        and seek competitive advantages through superior performance. WE DO NOT
        USE UNETHICAL OR ILLEGAL BUSINESS PRACTICES TO COMPETE. Stealing
        proprietary information, possessing 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. You should
        endeavor to deal fairly with our customers, suppliers, competitors,
        officers and employees. You should never take unfair advantage of anyone
        through manipulation, concealment, abuse of privileged information,
        misrepresentation of material facts or any other unfair dealing
        practice.

5.      PUBLIC COMPANY REPORTING. As a public company, our filings with the SEC
        must be accurate and timely. Whether or not you are directly involved in
        that process, you have several responsibilities:

        -       Depending upon your position, you may be called upon to provide
                information to assure that our public reports are complete, fair
                and understandable. We expect you to take this responsibility
                very seriously and to provide prompt accurate answers to
                inquiries related to our public disclosure requirements.

        -       Our books, records, accounts and financial statements must be
                maintained in reasonable detail, must appropriately reflect our
                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.
                Additionally, records should always be retained or destroyed
                consistent with our past record retention practices. In
                accordance with those policies, in the event of litigation or
                governmental investigation please consult Peter Thomas and
                Martin McDermut.

        -       Our public reports should fairly and accurately reflect what is
                happening at our Company. If you believe they do not, you have a
                responsibility to bring your concerns to our attention.

        Because of the importance of this issue, the Audit Committee of our
        Board of Directors has adopted the following provision to its charter,
        which is binding on everyone at Superconductor:

                "Every employee of or consultant to the Company who has, or who
                hears expressed by another person, any concerns about the manner
                in which the Company's financial statements or public reports
                are prepared, the sufficiency of its internal financial
                controls, the honesty or competence of its financial management
                or independent auditors or any other matter within the purview
                of the Audit Committee is directed and strongly encouraged to
                report the matter promptly to any member of the Audit Committee.
                The Audit Committee will attempt to keep the name of the person
                reporting the potential issue confidential to the extent
                requested by that person and not inconsistent with the best
                interests of the Company. The Audit Committee will not tolerate
                retaliation against any person who reports potential issues to
                the Audit Committee in good faith."

        Accordingly, if you have concerns regarding any accounting or auditing
        matters, you may (but are not required to) consult with your supervisor
        or any of our executive officers if you are comfortable doing so. But,
        unless the issues are fully resolved to your satisfaction, or if you are
        not comfortable discussing the matter with our management, YOU ARE
        REQUIRED TO SUBMIT YOUR CONCERNS OR COMPLAINTS (ANONYMOUSLY,
        CONFIDENTIALLY OR OTHERWISE) TO THE AUDIT COMMITTEE OF OUR BOARD OF
        DIRECTORS. This is true even if your supervisor or anyone in management
        has


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                        SUPERCONDUCTOR TECHNOLOGIES INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS


        directed you not to do so. You may direct your concurs to any member of
        the Audit Committee at a special, confidential telephone number or our
        outside legal counsel published on our website. The telephone numbers of
        for the members of our Audit Committee and our outside legal counsel are
        listed in our directory. If you ask, we will keep your name confidential
        unless this would violate applicable law or our responsibilities to
        others.

6.      CONFLICTS OF INTEREST. You should avoid conflicts of interest with the
        Company except under guidelines approved by our Board of Directors or a
        committee of our Board. Please refer to our policies and procedures
        regarding conflicts of interest and IF YOU BECOME AWARE OF A CONFLICT OF
        INTEREST ON THE PART OF ANYONE AT SUPERCONDUCTOR, YOU MUST REPORT IT TO
        YOUR SUPERVISOR OR DIRECTLY TO MARTIN MCDERMUT OR THE AUDIT COMMITTEE OF
        OUR BOARD OF DIRECTORS.

        A "conflict of interest" exists whenever your private interests
        interfere or conflict in any way (or even appear to interfere or
        conflict) with our interests. A conflict of interest can arise when you
        take actions or have interests that may make it difficult to perform
        your work for us objectively and effectively. Conflicts of interest may
        also arise when you, or members of your family, receives improper
        personal benefits as a result of your position with us, regardless of
        from where those benefits are received.

        Specifically, it is a conflict of interest for you or a member of your
        immediate family to work simultaneously for one of our competitors,
        customers or suppliers, even as a consultant or board member, to receive
        any form of compensation (including loans or "gifts") from any person
        with whom we are doing business or to own an undisclosed interest in any
        supplier to us (other than an interest of less than 1% in a public
        company). IF YOU OR A MEMBER OF YOUR IMMEDIATE FAMILY RECEIVES ANY
        PAYMENTS FROM SUPERCONDUCTOR OR ANY PERSON OR ENTITY CONNECTED OR DOING
        BUSINESS WITH SUPERCONDUCTOR, IT MUST BE DISCLOSED AND APPROVED BY
        SUPERCONDUCTOR. (This, of course, does not include salary and bonus
        payments made though our payroll, stock option grants under our Employee
        Stock Option Plan, or normal business expense reimbursements.)

        Similarly, you owe us a duty to advance our legitimate interests when
        the opportunity to do so arises. You are prohibited from (a) taking for
        yourself personally opportunities that properly belong to Superconductor
        or are discovered through the use of our property, information or your
        position with us; (b) using corporate property, information or position
        for personal gain; or (c) competing with us.

        Ordinarily, the best policy will be to avoid any direct or indirect
        business connection with our customers, suppliers or competitors, except
        on our behalf. However, regardless of how "natural" or "innocent" a
        conflict may seem, you must report it and can proceed only if the
        relationship is approved in writing by Martin McDermut and the then
        current Chairman of our Audit Committee. IF YOU HAVE ANY QUESTIONS ABOUT
        WHETHER A SITUATION IS A CONFLICT OF INTEREST, YOU SHOULD RAISE THE
        ISSUE WITH YOUR SUPERVISOR OR DIRECTLY WITH MARTIN MCDERMUT OR THE THEN
        CURRENT CHAIRMAN OF OUR AUDIT COMMITTEE.

7.      REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR. If you ever think that
        anyone connected with the Company may have taken or is about to take any
        illegal or unethical behavior, or otherwise violated this Code, even if
        you are not sure, you should promptly bring the matter to the attention
        of your supervisor or other appropriate personnel. If you do not believe
        that talking


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                        SUPERCONDUCTOR TECHNOLOGIES INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

        to your supervisor is appropriate or if it does not result in a response
        with which you are comfortable, then you should contact any of our
        executive officers or any member of the Audit Committee of our Board of
        Directors. You should not accept any direction by your supervisor which
        contradicts these policies. IF YOU ASK, WE WILL KEEP YOUR NAME
        CONFIDENTIAL UNLESS THIS WOULD VIOLATE APPLICABLE LAW OR OUR
        RESPONSIBILITIES TO OTHERS.

8.      SPECIAL REQUIREMENTS FOR OFFICERS AND DIRECTORS. Any consent or waiver
        with respect to this Code which involves an Officer or Director of the
        Company must be approved by a majority of disinterested directors on our
        Board of Directors or the Audit Committee of our Board of Directors.

9.      NO RETALIATION. WE WILL NOT TOLERATE RETALIATION OF ANY KIND AGAINST ANY
        PERSON WHO IN GOOD FAITH REPORTS TO US POTENTIAL ISSUES RELATING TO
        VIOLATIONS OF LAW OR THIS CODE.

This Code is a binding and important legal document. It can only be amended,
modified or waived by our Board of Directors or its authorized committee,
subject to the disclosure and other provisions of the Securities Exchange Act of
1934 and the applicable rules of the NASDAQ. As we both agree that monetary
damages would be an inadequate remedy for Superconductor in the event of breach
or threatened breach of this policy, we may, either with or without pursuing any
potential damage remedies, immediately obtain and enforce an injunction
prohibiting you from violating this Code of Business Conduct and Ethics.

I certify that I have carefully read Superconductor Technologies Inc.'s Code of
Business Conduct and Ethics and understand its terms and importance and will
comply with it.

Signature                                                 Date
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Print Name
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      IF YOU ARE EVER UNSURE ABOUT WHETHER SOME ACTION WOULD BE CONSISTENT
       WITH THIS CODE OF BUSINESS CONDUCT AND ETHICS, YOU AGREE TO ASK US.
    SIMILARLY, ANY TIME YOU ENCOUNTER A SITUATION AND YOU ARE UNSURE WHAT TO
                   DO, YOU AGREE TO TELL US AND ASK FOR HELP.


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