EXHIBIT 4.1


                             THE QUANTUM GROUP, INC.

      CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

I.       INTRODUCTION

         This Code of Ethics for Principal Executive and Senior Financial
Officers (the "Code") helps maintain the standards of business conduct for The
Quantum Group, Inc. (the "Company"), and ensures compliance with legal
requirements, specifically Section 406 of the Sarbanes-Oxley Act of 2002, and
the SEC rules promulgated there under. The purpose of the Code is to deter
wrongdoing and promote ethical conduct. The matters covered in this Code are of
the utmost importance to the Company, our shareholders and our business
partners. Further, these are essential so that we can conduct our business in
accordance with our business values.

         The Code is applicable to the following persons, referred to as
Officers:

             o    Our principal executive officer,

             o    Our principal financial officer,

             o    Our principal accounting officer or controller, and

             o    All professionals serving in the roles of finance, tax,
                  accounting, purchase, treasury, internal audit, financial
                  analyst and investor relations. Further, this includes all
                  members of the senior management, the members of the Audit
                  Committee, and members of the Board of The Quantum Group, Inc.
                  and its subsidiaries.

         Ethical business conduct is critical to our business. Accordingly,
Officers are expected to read and understand this Code, uphold these standards
in day-to-day activities, and comply with: all applicable laws; rules and
regulations; any code of conduct the Company may adopt from time to time; and
all applicable policies and procedures adopted by the Company that govern the
conduct of its employees.

         Because the principles described in this Code are general in nature,
questions about specific matters or issues should be directed to either the
President or Chief Financial Officer of the Company. If the President or Chief
Financial Officer have questions about specific matters or issues, they should
direct their inquiry to the Chairman of the Company's Audit Committee.

         Nothing in this Code, in any Company policies and procedures, or in
other related communications (verbal or written), creates or implies an
employment contract or term of employment.

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         Officers should sign the acknowledgment form at the end of this Code
and return the form to the HR department indicating that they have received,
read and understood, and agree to comply with the Code. The signed
acknowledgment form will be located in each Officer's personnel files. Each
year, as part of their annual review, Officers will be asked to sign an
acknowledgment indicating their continued understanding of the Code.

II.      HONEST AND ETHICAL CONDUCT

         We expect all Officers to act in accordance with the highest standards
of personal and professional integrity, honesty and ethical conduct, while
working on the Company's premises, at offsite locations where the Company's
business is being conducted, at Company sponsored business and social events, or
at any other place where Officers are representing the Company.

         We consider honest conduct to be conduct that is free from fraud or
deception. We consider ethical conduct to be conduct conforming to the accepted
professional standards of conduct. Ethical conduct includes the ethical handling
of actual or apparent conflicts of interest between personal and professional
relationships. This is discussed in more detail in Section III below.

         In all cases, if you are unsure about the appropriateness of an event
or action, please seek assistance in interpreting the requirements of these
practices.

III.     CONFLICTS OF INTEREST

         An Officer's duty to the Company demands that he or she avoids and
discloses actual and apparent conflicts of interest. A conflict of interest
exists where the interests or benefits of one person or entity conflict with the
interests or benefits of the Company. Examples include:

         A. Employment/ Outside Employment. In consideration of employment with
the Company, Officers who are full time, paid employees, are expected to devote
material attention to the business interests of the Company.1 Such Officers are
prohibited from engaging in any activity that interferes with their performance
or responsibilities to the Company, or is otherwise in conflict with or
prejudicial to the Company.

         Our policy is to prohibit Officers from accepting simultaneous
employment with suppliers, customers, developers or competitors of the Company,
or from taking part in any activity that enhances or supports a competitor's
position. Additionally, Officers must disclose to the Company's Audit Committee,
any interest that they have that may conflict with the business of the Company.

         B. Outside Directorships. It is a conflict of interest to serve as a
director of any company that competes with the Company. Officers must first
obtain approval from the Company's Audit Committee before accepting a
directorship.

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         C. Business Interests. If an Officer is considering investing in any
customer, supplier, developer or competitor of the Company, he or she must first
take care to ensure that these investments do not compromise their
responsibilities to the Company. It is our policy that Officers first obtain
approval from the Company's Audit Committee before making such an investment.
Many factors should be considered in determining whether a conflict exists,
including the size and nature of the investment; the Officer's ability to
influence the Company's decisions; his or her access to confidential information
of the Company or of the other company; and the nature of the relationship
between the Company and the other company.

         D. Related Parties. As a general rule, Officers should avoid conducting
Company business with a relative, or with a business in which a relative is
associated in any significant role. Relatives include spouse, siblings,
children, parents, grandparents, grandchildren, aunts, uncles, nieces, nephews,
cousins, step relationships, and in-laws. The Company discourages the employment
of relatives of Officers in positions or assignments within the same department.
Further, the Company prohibits the employment of such individuals in positions
that have a financial dependence or influence (e.g., an auditing or control
relationship, or a supervisor/ subordinate relationship).2

         E. Payments or Gifts From Others. Under no circumstances may Officers
accept any offer, payment, promise to pay, or authorization to pay any money,
gift, or anything of value from customers, vendors, consultants, etc., that is
perceived as intended, directly or indirectly, to influence any business
decision, any act or failure to act, any commitment of fraud, or opportunity for
the commitment of any fraud. Inexpensive gifts, infrequent business meals,
celebratory events and entertainment, provided that they are not excessive or
create an appearance of impropriety, do not violate this policy. Before
accepting anything of value from an employee of a government entity, please
contact the President or Chief Financial Officer or, in the case of the
President or Chief Financial Officer, the Chairman of the Audit Committee.
Questions regarding whether a particular payment or gift violates this policy
are to be directed to President or Chief Financial Officer or, in the case of
the President or Chief Financial Officer, the Chairman of the Audit Committee.
Gifts given by the Company to suppliers or customers, or received from suppliers
or customers, should be appropriate to the circumstances and should never he of
a kind that could create an appearance of impropriety. The nature and cost must
always be accurately recorded in the Company's books and records.

         F. Corporate Opportunities. Officers may not exploit for their own
personal gain, opportunities that are discovered through the use of corporate
property, information or position, unless the opportunity is disclosed fully in
writing to the Company's Board of Directors and the Board declines to pursue
such opportunity.

         G. Other Situations. Because other conflicts of interest may arise, it
would be impractical to attempt to list all possible situations. If a proposed
transaction or situation raises any questions or doubts, Officers must consult
President or Chief Financial Officer or, in the case of the President or Chief
Financial Officer, the Chairman of the Audit Committee. .

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         H. Other Business or Investment Interest. Upon hiring, every employee
will disclose any business or investment interest of over 10% in any company,
public or private, joint venture and/or partnership, as well as any other
company he/she is an officer and/or director in. This disclosure must be updated
annually and disclosed to the President and CFO.

IV.      DISCLOSURE TO THE SEC AND THE PUBLIC

         Our policy is to provide full, fair, accurate, timely, and
understandable disclosure in reports and documents that we file with, or submit
to, the SEC and in our other public communications. Accordingly, our Officers
must ensure that they and others in the Company comply with our disclosure
controls and procedures, and our internal controls for financial reporting.


V.       COMPLIANCE WITH GOVERNMENTAL
         LAWS, RULES AND REGULATIONS

         Officers must comply with all applicable governmental laws, rules and
regulations. Officers must acquire appropriate knowledge of the legal
requirements relating to their duties sufficient to enable them to recognize
potential dangers, and to know when to seek advice from more senior Officers or
the Audit Committee. Violations of applicable governmental laws, rules and
regulations may subject Officers to individual criminal or civil liability, as
well as to disciplinary action by the Company. Such individual violations may
also subject the Company to civil or criminal liability or the loss of business.

VI.      VIOLATIONS OF THE CODE

         Part of an Officer's job, and of his or her ethical responsibility, is
to help enforce this Code. Officers should be alert to possible violations and
report this to President or Chief Financial Officer or, in the case of the
President or Chief Financial Officer, the Chairman of the Audit Committee.
Officers must cooperate in any internal or external investigations of possible
violations. Reprisal, threat, retribution or retaliation against any person who
has, in good faith, reported a violation or a suspected violation of law, this
Code or other Company policies, or against any person who is assisting in any
investigation or process with respect to such a violation, is prohibited.

         Actual violations of law, this Code, or other Company policies or
procedures, should be promptly reported to President or Chief Financial Officer
or, in the case of the President or Chief Financial Officer, the Chairman of the
Audit Committee.

         The Company will take appropriate action against any Officer whose
actions are found to violate the Code or any other policy of the Company.


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Disciplinary actions may include immediate termination of employment at the
Company's sole discretion. Where the Company has suffered a loss, it may pursue
its remedies against the individuals or entities responsible. Where laws have
been violated, the Company will cooperate fully with the appropriate
authorities.

VII.     WAIVERS AND AMENDMENTS OF THE CODE

         We are committed to continuously reviewing and updating our policies
and procedures. Therefore, this Code is subject to modification. Any amendment
or waiver of any provision of this Code must be approved in writing by the
Company's Board of Directors and promptly disclosed on the Company's website and
in applicable regulatory filings pursuant to applicable laws and regulations,
together with details about the nature of the amendment or waiver.

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VIII.    ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
         SENIOR FINANCIAL OFFICERS

         I have received and read the Company's Code of Ethics for Principal
Executive and Senior Financial Officers (the "Code"). I understand the standards
and policies contained in the Code and understand that there may be additional
policies or laws specific to my job. I agree to comply with the Code.

         If I have questions concerning the meaning or application of the Code,
any Company policies, or the legal and regulatory requirements applicable to my
job, I know I can consult the President or Chief Financial Officer or, in the
case of the President or Chief Financial Officer, the Chairman of the Audit
Committee, and that my questions or reports to these sources will be maintained
in confidence.



_____________________________________
Officer Name


_____________________________________
Signature


_____________________________________
Date



Please sign and return this form to the HR department.

1. As the Company is still unable to provide payment to current officers and
directors (founders), such provisions are waived until adequate compensation is
possible. This will not prevent current founders from engaging in other business
interests that are not competitive with the Company.

2. The Board has acknowledged that Noel J. Guillama and his wife, Susan D.
Guillama, co-founded the Company and as such are exempt from this provision in
perpetuity and as condition of their investment in the Company.


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