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EXHIBIT 14.1 (DATAWAVE LOGO) Corporate Governance
    
    
    
    No: 003Effective:
    
    May 20, 2003Supersedes:
    
    NEW
 Code of Business Ethics
 The upholding of a strong sense of ethics and integrity is of the highest importance to
DataWave Systems, Inc. (the Company) and critical to its success in the business
environment. The Companys Code of Business Conduct and Ethics and Compliance Program embodies the
Companys commitment to such ethical principles and sets forth the responsibilities of the Company
to its shareholders, employees, customers, lenders and other stakeholders. The Companys Code of
Business Conduct and Ethics and Compliance Program addresses general business ethical principles,
conflicts of interests, special ethical obligations for employees with financial reporting
responsibilities, insider trading laws, reporting of any unlawful or unethical conduct, political
contributions and other relevant issues. GENERAL PRINCIPLES It is the Companys firm belief that effective business relationships can only be built on mutual
trust and fair dealing. The Company and all its directors, officers and employees, to whom the
Companys Code of Business Conduct and Ethics and Compliance Program is applicable, will conduct
themselves in accordance with the standards established herein. The Companys Code of Business Conduct and Ethics and Compliance Program outlines the fundamental
principles of legal and ethical business conduct as adopted by the Board of Directors of the
Company. It is not intended to be a comprehensive list addressing all legal or ethical issues
which may confront the Companys personnel. Hence, it is essential that all personnel subject to
the Companys Code of Business Conduct and Ethics and Compliance Program employ good judgment in
the application of the principles contained herein. CONFLICTS OF INTEREST Directors, officers and employees of the Company are expected to make decisions and take actions
based on the best interests of the Company, as a whole, and not based on personal relationships or
benefits. Generally, a conflict of interest is an activity that it inconsistent with or opposed
to the best interest of the Company or one which gives the appearance of impropriety. As conflicts
of interest can compromise the ethical behavior of Company personnel, they should be avoided. Employees should avoid any relationship which would create a conflict of interest. Employees are
expected to disclose such relationships and conflicts to their immediate supervisors. Conflicts of
interest involving those with whom the Company does business should also be disclosed in writing to
such third parties. Any waivers of conflicts of interest must be approved by the Board of
Directors or an appropriate committee. Members of the Board of Directors are to disclose any conflicts of interest and potential conflicts
of interest to the entire Board of Directors as well as the committees on which they serve.
Directors are Date
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Corporate Governance Guidelines
    
    
    
    Code of Business Ethics
 to recluse themselves from participation in any decision of the Board or a committee thereof in any
matter in which there is a conflict of interest or potential conflict of interest. Set forth below is specific guidance in respect to certain conflicts of interest situations. As it
is not possible to list all conflicts of interest situations, it is the responsibility of the
individual, ultimately, to avoid and properly address any situation involving a conflict of
interest or potential conflict of interest. Company personnel who wish to obtain clarification of
the Companys conflicts of interest principles or further guidance with respect to the proper
handling of any specific situation should consult his or her immediate supervisor, the Companys
corporate secretary or the Companys outside legal counsel. Interest in Other Businesses: All Companys directors, officers and employees and their family members must avoid any direct or
indirect financial relationship with third parties with whom the Company has relationships which
would involve a conflict of interest or a potential conflict of interest or compromise the
individuals loyalty to the Company. Permission must be obtained from the Companys president
before any such individual commences an employment, business or consulting relationship with third
parties with whom the Company has relationships. Outside Directorships: All Companys directors, officers and employees may serve on the boards of directors of other
profit-making organizations so long as those other companies are not in direct competition with the
Company.. Directors, officers and employees should refer to the Company every opportunity they may
have in the Companys direct business industry. Individuals who serve as directors of other companies may retain any compensation earned
from that outside directorship without accounting for same to the Company. Individuals may
receive compensation (whether in the form of cash, stock or options) for service on a board
of director of another business organization if such service is at the request of the
Company or in connection with the investment of the Company in such business organization,
so long as the individual discloses the compensation to the Company. All individuals must
recluse themselves from any matters pertaining to the Company and the business organization
of which they are directors. Proper Payments: All individuals should pay for and receive only that which is proper. Company personnel should not
make improper payments for the purposes of influencing anothers acts or decisions and should not
receive any improper payments or gifts from others for the purposes influencing the decisions or
actions of Companys personnel. No individual should give gifts beyond those extended in the
context of normal business circumstances. Company personnel must observe all government
restrictions on gifts and entertainment. Supervisory Relationships: Supervisory relationships with family members present special workplace issues. Accordingly,
Company personnel should where possible avoid a direct reporting relationship with a family member.
If such a relationship exists or occurs, the individuals involved must report the relationship in
writing to the Board of Directors. Date
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Corporate Governance Guidelines
    
    
    
    Code of Business Ethics
 FINANCIAL REPORTING RESPONSIBILITIES As a public company, it is of critical importance that the Companys filings with the Securities
and Exchange Commission and other relevant regulatory authorities be accurate and timely. Hence,
all Company personnel are obligated to provide information to ensure that the Companys publicly
filed documents be complete and accurate. All Company personnel must take this responsibility
seriously and provide prompt and accurate answers and responses to inquiries related to the
Companys public disclosure requirements. The Chief Executive Officer and the Chief Financial Officer of the Company have the ultimate
responsibilities of ensuring the integrity of the filings and disclosure made by the Company as
required by the rules and regulations of the Securities and Exchange Commission and other relevant
regulatory authorities. In the performance of their duties relating to the Companys public
disclosure obligations, the Chief Executive Officer, the Chief Financial Officer and all Company
personnel must:  (a)
    
    Act with honesty and integrity(b)
    
    Provide information that is accurate, complete, objective, fair and timely(c)
    
    Comply with rules and regulations of federal, state and local governments and
other relevant public and private regulatory authorities(d)
    
    Act in good faith with due care, competence and due diligence(e)
    
    Respect the confidentiality of information acquired in the course of the
performance of their duties(f)
    
    Promote ethical and proper behavior in the work environment(g)
    
    Report to the Chairman of the Audit Committee any conduct that the individual
believes to be a violation of law of the Companys Code of Business Conduct and Ethics INSIDER TRADING It is the policy of the Company to prohibit the unauthorized disclosure of any nonpublic
information acquired in the workplace and the misuse of material nonpublic information in
securities trading. It is not possible to define all categories of material information. However,
information should be regarded as material if there is a reasonable likelihood that it would be
considered important to an investor in making an investment decision regarding the purchase or sale
of the Companys securities. Nonpublic information is information that has not been previously
disclosed to the general public and is otherwise not available to the general public. While it may
be difficult to determine whether particular information is material, there are various categories
of information that are particularly sensitive and, as a general rule, should always be considered
material. In addition, material information may be positive or negative. Examples of such
information may include:  (a)
    
    Financial results(b)
    
    Projections of future earnings or losses(c)
    
    Major contract awards, cancellations or write-offs(d)
    
    Joint ventures with third parties(e)
    
    Research, exploration or development milestones(f)
    
    News of a pending or proposed merger or acquisition(g)
    
    News of the disposition of material assets(h)
    
    Impending bankruptcy or financial liquidity problems(i)
    
    Gain or loss of a substantial customer or supplier(j)
    
    New product announcements or resource discoveries of a material nature Date
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Corporate Governance Guidelines
    
    
    
    Code of Business Ethics
  (k)
    
    Significant pricing changes(l)
    
    Stock splits(m)
    
    New equity or debt offerings(n)
    
    Significant litigation exposure due to actual or threatened litigation(o)
    
    Changes in senior management(p)
    
    Capital investment plans(q)
    
    Changes in dividend policy Trading on Material Nonpublic Information: With certain limited exceptions, no officer or director of the Company, no employee of the Company
or its subsidiaries and no consultant or contractor to the Company or any of its subsidiaries and
no members of the immediate family or household of any such person, shall engage in any transaction
involving a purchase or sale of the Companys securities, including any offer to purchase or offer
to sell, during any period commencing with the date that he or she possesses material nonpublic
information concerning the Company, and ending at the close of business on the second trading day
following the date of public disclosure of that information, or at such time as such nonpublic
information is no longer material. The term trading day shall mean a day on which the stock
exchange or automated quotation system upon which the Companys shares are listed for trading is
open for trading. Tipping: No insider shall disclose (tip) material nonpublic information to any other person (including
family members) where such information may be used by such person to his or her profit by trading
in the securities of companies to which such information relates, nor shall such insider or related
person make recommendations or express opinions on the basis of material nonpublic information as
to trading in the Companys securities. Regulation FD (Fair Disclosure) implemented by the Securities and Exchange Commission
provides that when the Company, or person acting on its behalf, discloses material
nonpublic information to certain enumerated persons (in general, securities market
professionals and holders of the Companys securities who may well trade on the basis of
the information), it must make public disclosure of that information. The timing of the
required public disclosure depends on whether the selective disclosure was intentional or
unintentional; for an intentional selective disclosure, the Company must make public
disclosures simultaneously; for a non-intentional disclosure the Company must make public
disclosure promptly. Under the regulation, the required public disclosure may be made by
filing or furnishing a Form 8-K, or by another method or combination of methods that is
reasonably designed to effect broad, non-exclusionary distribution of the information to
the public. It is the policy of the Company that all communications with the press be handled through the
Company president. Confidentiality of Nonpublic Information: Nonpublic information relating to the Company is the property of the Company and the unauthorized
disclosure of such information is strictly forbidden. Applicability of Insider Trading Regulations to Securities of Other Companies: The insider trading guidelines described herein also apply to material nonpublic information
relating to other companies, including the Companys customers, vendors or suppliers (business
partners), when Date
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Corporate Governance Guidelines
    
    
    
    Code of Business Ethics
 that information is obtained in the course of employment with, or other services
performed on behalf of the Company. All employees should treat material nonpublic information
about the Companys business partners with the same care as is required with respect to information
relating directly to the Company. Duty to Report Inappropriate and Irregular Conduct All employees, and particularly managers and/or supervisors, have a responsibility for maintaining
financial integrity within the Company, consistent with generally accepted accounting principles
and both federal and state securities laws. Any employee who becomes aware of any incidents
involving financial or accounting manipulation or other irregularities, whether by witnessing the
incident or being told of it, must report it to their immediate supervisor and to the Companys
Audit Committee. Any failure to report in appropriate or irregular conduct of others is a severe
disciplinary matter. It is against Company policy to retaliate against any individual who reports
in good faith the violation or potential violation of the Companys Code of Business Conduct and
Ethics and Compliance Program of another. Please refer to the Companys Insider Trading Compliance Manual. Any further inquiries relating to
insider trading laws should be directed to the Companys corporate secretary or the Companys
outside counsel. POLITICAL CONTRIBUTIONS No assets of the Company, including the time of Company personnel, the use of Company premises or
equipment and direct or indirect monetary payments, may be contributed to any political candidate,
political action committees, political party or ballot measure without the written permission of
the president of the Company. COMPLIANCE PROGRAM In order to implement the principles of the Companys Code of Business Conduct and Ethics and to
establish a Compliance Program, the Company has adopted the following policies: Size of the Board: The Board will periodically review the appropriate size of the Board. Independent Directors: It is the policy of the Company that at least three of the directors will be non-employees and
non-officers of the Company, will not be appointees of affiliate shareholders and will otherwise
meet the appropriate standards of independence. In determining independence, the Board will
consider the definition of independence under the relevant rules and regulations of the
Securities and Exchange Commission and the stock exchange or market on which the Companys shares
are listed for trading. Management Directors: The Board anticipates that the Companys Chief Executive Officer will be nominated annually to
serve on the Board. The Board may also nominate other members of management. Chair; Lead Independent Director: The Board will periodically appoint a Chair. Both independent and management directors, including
the CEO, are eligible for appointment as the Chair. The Chair or one of the independent directors
(if the Chair is not an independent director) may be designated by the Board to be the lead
independent Date
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Corporate Governance Guidelines
    
    
    
    Code of Business Ethics
 director. The lead independent director may periodically help schedule or conduct
separate meetings of the independent directors. Selection of Board Nominees: The Board will be responsible for the selection of candidates for the nomination of all Board
members. The Nominating and Corporate Governance Committee, if constituted, shall recommend
candidates for election to the Board. Board Membership Criteria: The Boards policy is to encourage selection of directors who will contribute to the Companys
overall corporate goals of responsibility to its shareholders and other stakeholders. Independent Directors Discussions: It is the policy of the Board that the independent directors, under the direction of the lead
independent director, may meet separately without management directors at least once per year to
discuss such matters as the independent directors may consider appropriate. The Companys
independent auditors, outside legal counsel, finance staff, legal staff and other employees may be
invited to attend. Access to Information: The Board encourages the presentation at meetings by managers who can provide additional insight
into matters being discussed. The Companys executive management will afford each Board member
full access to the Companys records, information, employees, outside auditors and outside counsel. Board Committees: The Board shall have three standing committees: the Audit Committee, the Compensation Committee
and the Nominating/Corporate Governance Committee. From time to time, the Board may establish
additional committees. Committee Member Selection: The Board will designate the members and Chairs of each committee. The membership of the Audit
Committee, the Compensation Committee and the Nominating/Corporate Governance Committee shall meet
all applicable criteria of the rules and regulations of the Securities and Exchange Commission and
the stock exchange or market on which the Companys shares are listed for trading. Committee Functions: The Board of Directors shall adopt a Committee Charter for each of the Audit Committee, the
Compensation Committee and the Nominating/Corporate Governance Committee which shall provide the
structure and guiding principles of such committees. The full authority and responsibilities of
each committee are fixed by resolution of the full Board of Directors and the Committee Charter.
The following is a brief summary of the authority of each committee: Audit Committee. Review the Companys financial procedures and controls; monitor financial reporting and select
and meet with independent auditors. Compensation Committee. Review and approve compensation arrangements for the Companys executive officers and awards
under employee benefit plans, including the Companys stock option plans. Nominating and Corporate Governance Committee. Date
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Corporate Governance Guidelines
    
    
    
    Code of Business Ethics
 Recommend to the full Board candidates for election to the Board and changes to governance
policies. Insider Trading Compliance: The Board of Directors shall adopt an Insider Trading Compliance Program for the purposes of
educating and ensuring the all subject persons are fully aware of the rules and regulations of the
Securities and Exchange Commission with respect to insider trading. The Company will, within
reason, endeavor to make the Companys outside legal counsel available to Company personnel with
respect to any insider trading questions or issues. Financial Reporting; Legal Compliance and Ethics: The Boards governance and oversight functions do not relieve the Companys executive management of
its primary responsibility of preparing financial statements which accurately and fairly present
the Companys financial results and condition, the responsibility of each executive officer to
fully comply with applicable legal and regulatory requirements or the responsibility of each
executive officer to uphold the ethical principles adopted by the Company. Corporate Communications: Management has the primary responsibility to communicate with investors, the press, employees and
other stakeholders on a timely basis and to establish policies for such communication. Access to Outside Counsel: The Company will, within reason, endeavor to provide Company personnel access to the Companys
outside legal counsel with respect to any matter which may arise relating to the Companys Code of
Business Conduct and Ethics and Compliance Program. Date
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