EXHIBIT  14.1

                                 CODE OF ETHICS
                                       OF
                                 XENICENT, INC.

I.     OBJECTIVES

     Xenicent, Inc. (the "Company") is committed to the highest level of ethical
behavior.  The  Company's  business  success  depends upon the reputation of the
Company  and  its  directors,  officer and employees to perform with the highest
level  of  integrity  and  principled  business  conduct.

     This  Code  of  Ethics  ("Code")  applies  to  all  directors, officers and
employees  of  the  Company, including the Company's principal executive officer
and  principal  financial  officer, (collectively, the "Covered Persons").  This
Code  is  designed  to  deter  wrongdoing  and  to promote all of the following:

-    honest  and  ethical  conduct,  including the ethical handling of actual or
     apparent  conflicts  of  interest  between  personal  and  professional
     relationships
-    full,  fair, accurate, timely, and understandable disclosure in reports and
     documents  that  the  Company files with, or submits to, the Securities and
     Exchange  Commission (the "Commission"), and in other public communications
     made  by  the  Company
-    compliance  with  applicable  governmental  laws,  rules  and  regulations;
-    the  prompt  internal  reporting  to  an  appropriate  person  or  persons
     identified  herein  for  receiving  violations  of  this  Code
-    accountability  for  adherence  to  this  Code.

     Each Covered Person must conduct himself or herself in accordance with this
Code,  and  must  seek  to  avoid  even  the  appearance  of  improper behavior.

     This  Code  is  not  intended  to cover every applicable law, or to provide
answers  to all questions that might arise; for such, the Company relies on each
person's  sense of what is right, including a sense of when it is appropriate to
seek  guidance  from  others  on  an  appropriate  course  of  conduct.

II.    HONEST  AND  ETHICAL  CONDUCT

     Each Covered Person must always conduct himself or herself in an honest and
ethical  manner.  Each  Covered  Person  must  act with the highest standards of
personal  and professional integrity and must not tolerate others who attempt to
deceive or evade responsibility for actions.  Honest and ethical conduct must be
a  driving force in every decision made by a Covered Person while performing his
or  her duties for the Company.  When in doubt as to whether an action is honest
and  ethical,  each  Covered  Person shall seek advice from his or her immediate
supervisor  or  senior  management,  as  appropriate.

III.   CONFLICTS  OF  INTEREST

     The  term "conflict of interest" refers to any circumstance that would cast
doubt  on  a  Covered  Person's ability to act objectively when representing the
Company's  interest.  Covered  Persons  should  not  use  their  position  or
association  with the Company for their own or their family's personal gain, and
should  avoid  situations  in  which their personal interests (or those of their
family)  conflict  or  overlap,  or  appear  to  conflict  or  overlap, with the
Company's  best  interests.

     The  following  are  examples of activities that give rise to a conflict of
interest.  These  examples  do  not  in  any  way limit the general scope of the
Company's  policy  regarding  conflicts  of  interest.

-    Where  a  Covered  Person's  association  with  (or  financial interest in)
     another person or entity would reasonably be expected to interfere with the
     Covered  Person's independent judgment in the Company's best interest, that
     association  or  financial  interest  creates  a  conflict  of  interest.
-    The  holding  of a financial interest by a Covered Person in any present or
     potential  competitor,  customer,  supplier,  or  contractor of the Company
     creates  a conflict of interest, except where the business or enterprise in
     which  the Covered Person holds a financial interest is publicly owned, and
     the  financial  interest  of  the  Covered  Person  in  such  public entity
     constitutes less than one percent (1%) of the ownership of that business or
     enterprise.
-    The  acceptance  by  a  Covered  Person  of  a  membership  on the board of
     directors,  or  serving  as  a  consultant  or  advisor to any board or any
     management,  of  a  business  that  is  a  present or potential competitor,
     customer,  supplier,  or  contractor  of the Company, creates a conflict of
     interest,  unless  such  relationship  is  pre-approved  in  writing by the
     principal  executive  officer  of  the  Company.
-    Engaging  in  any transaction involving the Company, from which the Covered
     Person  can  benefit  financially  or  otherwise,  apart  from  the  usual
     compensation  received  in  the  ordinary  course  of  business,  creates a
     conflict of interest. Such transactions include lending or borrowing money,
     guaranteeing  debts,  or  accepting  gifts, entertainment, or favors from a
     present  or  potential competitor, customer, supplier, or contractor of the
     Company.
-    The use or disclosure of any unpublished information regarding the Company,
     obtained  by  a Covered Person in connection with his or her employment for
     personal  benefit,  creates  a  conflict  of  interest.

     It  is  our  policy  and  it  is  expected  that all Covered Persons should
endeavor  to avoid all situations that present an actual or apparent conflict of
interest.  All actual or apparent conflicts of interest must be handled honestly
and  ethically.  If a Covered Person suspects that he or she may have a conflict
of  interest, that Covered Person is required to report the situation to, and to
seek  guidance  from,  his  or her immediate supervisor or senior management, as
appropriate.  For  purposes  of  this  Code,  directors, the principal executive
officer,  and  the principal financial officer shall report any such conflict or
potential  conflict situations to the chairman of the audit committee, if one be
created,  and  in the absence of an audit committee, to chairman of the board of
directors.  Officers  (other  than the principal executive officer and principal
financial officer) and employees of the Company shall report any such situations
to  their immediate supervisor.  It is the responsibility of the audit committee
chairman or the chairman of the board, as applicable, to determine if a conflict
of  interest  exists  or  whether such situation is likely to impair the Covered
Persons  ability  to perform his or her assigned duties with the Company, and if
such  situation  is determined to present a conflict, to determine the necessary
resolution.

Loans  are  expressly prohibited from the Company to all directors and executive
officers.


<PAGE>

IV.    COMPLIANCE  WITH  APPLICABLE  LAWS,  RULES  AND  REGULATIONS

     Full  compliance  with letter and the spirit of all applicable governmental
laws,  rules  and regulations, and applicable rules and listing standards of any
national securities exchange on which the Company's securities may be listed, is
one  of the foundations on which this Company's ethical policies are built.  All
directors  and  executive  officers  of  the  Company  must  understand and take
responsibility  for  the  Company's  compliance with the applicable governmental
laws,  rules  and  regulations  of the cities, states and countries in which the
Company  operates,  and  for  complying  with  the  applicable rules and listing
standards  of any national securities exchange on which the Company's securities
may  be  listed.

V.     RULES  TO  PROMOTE  FULL,  FAIR,  ACCURATE,  TIMELY  AND  UNDERSTANDABLE
       DISCLOSURE

     As  a  public company, the Company has a responsibility to report financial
information  to  security  holders  so  that  they  are  provided  with accurate
information in all material respects about the Company's financial condition and
results  of  operations.  It  is  the  policy of the Company to fully and fairly
disclose  the  financial  condition of the Company in compliance with applicable
accounting  principles,  laws,  rules  and  regulations.  Further,  it  is  the
Company's  policy  to  promote  full,  fair, accurate, timely and understandable
disclosure  in all Company reports required to be filed with or submitted to the
Commission,  as  required  by  applicable  laws,  rules  and regulations then in
effect,  and  in  other  public  communications  made  by  the  Company.

     Covered  Persons  may  be  called  upon  to  provide  or  prepare necessary
information  to  ensure that the Company's public reports are complete, fair and
understandable.  The Company expects Covered Persons to take this responsibility
seriously  and  to  provide accurate information related to the Company's public
disclosure  requirements.

     All  books  and  records  of the Company shall fully and fairly reflect all
Company transactions in accordance with accounting principles generally accepted
in the United States of America, and any other financial reporting or accounting
regulations  to which the Company is subject.  No entries to the Company's books
and  records  shall  be made or omitted to intentionally conceal or disguise the
true  nature  of  any  transaction.  Covered  Persons shall maintain all Company
books  and  records  in  accordance  with  the  Company's established disclosure
controls  and  procedures and internal controls for financial reporting, as such
controls  may  be  amended  from  time  to  time.

     All  Covered  Persons  must  report any questionable accounting or auditing
matters that may come to their attention.  This applies to all operating reports
or  records prepared for internal or external purposes, such as sales or backlog
information.  If  any  Covered  Person  has  concerns  or  complaints  regarding
questionable accounting or auditing matters of the Company, Covered Person shall
report  such  matters  to  his  or  her  immediate supervisor.  If the immediate
supervisor  is  involved  in  the questionable accounting or auditing matter, or
does  not timely resolve the Covered Person's concern, the Covered Person should
submit  their  concerns  to  the  principal  executive  officer or the principal
financial  officer.  If  the  principal  executive  officer  and  the  principal
financial  officer  are  involved  in  the  questionable  accounting or auditing
matter,  or  do  not  timely  resolve the Covered Person's concerns, the Covered
person  should submit his or her concern directly to the audit committee, if one
be  established,  or  to  the  board of directors in the absence of a designated
audit  committee.  The  reporting  of  any  such  matters  may  be  done  on  a
confidential  basis,  at  the  election of the Covered Person making the report.

VI.    CORPORATE  OPPORTUNITIES

     Directors  and  employees  are  prohibited  from  taking  for  themselves
opportunities  that  are  discovered  through  the  use  of  Company  property,
information  or position, or using Company property, information or position for
personal gain. Directors and employees have a duty to the Company to advance its
legitimate  interest  when  the  opportunity  to  do  so  arises.

VII.   CONFIDENTIALITY

     Directors  and  employees  must maintain the confidentiality of non-public,
proprietary  information  regarding the Company, its customers or its suppliers,
and  shall  use  that  information only to further the business interests of the
Company,  except  where  disclosure or other use is authorized by the Company or
legally  mandated.  This  includes  information  disseminated to employees in an
effort  to  keep  them informed or in connection with their work activities, but
with  the instruction, confidential labeling, or reasonable expectation that the
information  be  kept  confidential.

VIII.  TRADING  ON  INSIDE  INFORMATION

     Inside  information  includes any non-public information, whether favorable
or unfavorable, that investors generally consider important in making investment
decisions.  Examples  including  financial  results  not  yet released, imminent
regulatory  approval/disapproval of an alliance or other significant matter such
as  the  purchase  or  sale of a business unit or significant assets, threatened
litigation,  or  other  significant  facts  about  a  business.  No  information
obtained  as  the  result of employment at, or a director's service on the Board
of,  the  Company may be used for personal profit or as the basis for a "tip" to
others, unless such information is first made generally available to the public.

IX.    PROTECTION  AND  PROPER  USE  OF  COMPANY  ASSETS

     Directors  and  employees  should  protect  the Company's assets and ensure
their  efficient  use.  Theft,  carelessness and waste have an adverse impact on
the  Company  and  its  profitability.  Company  assets  may  only  be  used for
legitimate  Company  business  purposes.

X.     INTELLECTUAL  PROPERTY

     The  Company  expends a great deal of time, effort and money to protect our
intellectual property.  We are sensitive to issues regarding the improper use of
our intellectual property and avoiding the improper use of intellectual property
of  others,  including  but not limited to copyrights, trademarks, trade secrets
and  patents.  In  fulfillment  of  our  legal  obligations  with  respect  to
intellectual  property  rights, the Company adheres to copyright laws, including
the  application  of  those  laws  to  copyrighted  work in print, video, music,
computer  software  or  other  electronic  formats.  Employees must not make any
unauthorized  reproduction  of  any  copyrighted  work.

XI.    REPORTING  VIOLATIONS  OF  THE  CODE

     Any  Covered  Person  who  becomes aware of any violation of this Code must
promptly  bring  the  violation  to  the  attention  of the appropriate party as
follows:  directors, the Company's principal executive officer and the principal
financial  officer  shall  report  on a confidential basis any violations to the
chairman  of  the  audit  committee, if one be created, and in the absence of an
audit  committee,  to  the  chairman  of  the board of directors of the Company;
Executive  officers  and employees of the Company shall report any violations to
the  Company's  principal  executive  officer  or  principal  financial officer

XII.   COMPLIANCE  WITH  THE  CODE

     All  issues of non-compliance with this Code will be reviewed and evaluated
according  to  the circumstances and severity of the problem.  Senior management
will  take  such actions as it deems appropriate, which can include disciplinary
action  up  to  and including termination of employment, legal action, and other
measures.

XIII.  WAIVER  OF  THE  CODE

     Any  waiver  of  this Code may be made only by the independent directors on
the  board of directors, or by an authorized committee of the board of directors
comprised  solely of independent directors, and will be disclosed as required by
law,  Commission regulations, or the rules and listing standards of any national
securities  exchange  on  which  the  Company's  securities  may  be  listed.

<PAGE>