Exhibit
14.1






CARBON
SCIENCES, INC.





CODE
OF BUSINESS CONDUCT AND ETHICS





Carbon
Sciences, Inc. (the “Company”) has adopted the following Code of Business
Conduct and Ethics (this “Code”) for directors and executive officers of the
Company.  This Code is intended to focus the Board and each director
and executive officer on areas of ethical risk, provide guidance to directors
and executive officer to help them recognize and deal with ethical issues,
provide mechanisms to report unethical conduct, and help foster a culture of
honesty and accountability.  Each director and executive officer must
comply with the letter and spirit of this Code.




No code
or policy can anticipate every situation that may arise.  Accordingly,
this Code is intended to serve as a source of guiding principles for directors
and executive officers.  Directors and executive officers are
encouraged to bring questions about particular circumstances that may implicate
one or more of the provisions of this Code to the attention of the Chairman of
the Audit Committee, who may consult with inside or outside legal counsel as
appropriate.




1.  Maintain
Fiduciary Duties




Directors
and executive officers must be loyal to the Company and must act at all times in
the best interest of the Company and its shareholders and subordinate
self-interest to the corporate and shareholder good.  Directors and
executive officers should never use their position to make a personal
profit.  Directors and executive officers must perform their duties in
good faith, with sound business judgment and with the care of a prudent
person.




2.  Conflict of
Interest.




A
“conflict of interest” occurs when the private interest of a director or
executive officer interferes in any way, or appears to interfere, with the
interests of the Company as a whole.  Conflicts of interest also arise
when a director or executive officer, or a member of his or her immediate
family,1 receives improper personal benefits as a
result of his or her position as a director or executive officer of the
Company.  Loans to, or guarantees of the obligations of, a director or
executive officer, or a member of his or her family, may create conflicts of
interest.




Directors
and executive officers must avoid conflicts of interest with the
Company.  Any situation that involves, or may reasonably be expected
to involve, a conflict of interest with the Company must be disclosed
immediately to the Chairman of the Audit Committee.






1








This Code
does not attempt to describe all possible conflicts of interest which could
develop.  Some of the more common conflicts from which directors and
executive offices must refrain, however, are set out below.




·
            Relationship of Company with
      third-parties.  Directors and executive officers may not
      engage in any conduct or activities that are inconsistent with the
      Company’s best interests or that disrupt or impair the Company’s
      relationship with any person or entity with which the Company has or
      proposes to enter into a business or contractual
    relationship.




·
            Compensation from non-Company
      sources.  Directors and executive officers may not accept
      compensation, in any form, for services performed for the Company from any
      source other than the Company.




·
            Gifts.  Directors
      and executive officers and members of their families may not offer, give
      or receive gifts from persons or entities who deal with the Company in
      those cases where any such gift is being made in order to influence the
      actions of a director as member of the Board or the actions of an
      executive officer as an officer of the Company, or where acceptance of the
      gifts would create the appearance of a conflict of
    interest.




3.  Corporate
Opportunities.




Directors
and executive officers owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.  Directors and
executive officers are prohibited from:  (a) taking for themselves
personally opportunities that are discovered through the use of corporate
property, information or the director’s or executive officer’s position; (b)
using the Company’s property, information, or position for personal gain; or (c)
competing with the Company, directly or indirectly, for business opportunities,
provided, however, if
the Company’s disinterested directors determine that the Company will not pursue
an opportunity that relates to the Company’s business, a director or executive
officer may do so.




4.  Confidentiality.




Directors
and executive officers must maintain the confidentiality of information
entrusted to them by the Company or its customers, and any other confidential
information about the Company that comes to them, from whatever source, in their
capacity as director or executive officer, except when disclosure is authorized
or required by 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.




5.  Protection and Proper Use of
Company Assets.




Directors
and executive officers must protect the Company’s assets and ensure their
efficient use.  Theft, loss, misuse, carelessness and waste of assets
have a direct impact on the Company’s profitability.  Directors and
executive officers must not use Company time, employees, supplies, equipment,
tools, buildings or other assets for personal benefit without prior
authorization from the Chairman of the Audit Committee or as part of a
compensation or expense reimbursement program available to all directors or
executive officers.






2








6.  Fair
Dealing.




Directors
and executive officers shall deal fairly and oversee fair dealing by employees
and officers with the Company’s directors, officers, employees, customers,
suppliers and competitors.  None should take unfair advantage of
anyone through manipulation,, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing
practices.




7.  Compliance with Laws, Rules
and Regulations.




Directors
and executive officers shall comply, and oversee compliance by employees,
officers and other directors, with all laws, rules and regulations applicable to
the Company, including insider-trading laws.  Transactions in Company
securities are governed by Company Policy entitled “Insider Trading Compliance
Program.”




8.  Waivers of the Code of
Business Conduct and Ethics.




Any
waiver of this Code may be made only by the Board or a Board committee and must
be promptly disclosed to the public by filling a Form 8-K Report.




9.  Encouraging the Reporting of
any Illegal or Unethical Behavior.




Directors
and executive officers should promote ethical behavior and take steps to ensure
the Company (a) encourages employees to talk to supervisors, managers and other
appropriate personnel when in doubt about the best course of action in a
particular situation; (b) encourages employees to report violations of laws,
rules or regulations to appropriate personnel; and (c) informs employees that
the Company will not permit retaliation for reports made in good
faith.




10.  Failure to Comply;
Compliance Procedures.




A failure
by any director or executive officer to comply with the laws or regulations
governing the Company’s business, this Code or any other applicable Company
policy or requirement may result in disciplinary action, and, if warranted,
legal proceedings.




Directors
and executive officers should communicate any suspected violations of this Code
promptly to the Chairman of the Audit Committee.  Violations will be
investigated by the Board or by a person or persons designated by the Board and
appropriate action will be taken in the event of any violations of this
Code.







1 New York
Stock Exchange proposed Rule 303A(2)(b) defines “immediate family” to include a
person’s spouse, parents, children, siblings, mothers-in-law and fathers-in-law,
sons and daughters-in-law, and anyone (other than employees of such person) who
share such person’s home.