EXHIBIT 14.1

                           INTRAOP MEDICAL CORPORATION
                           Code of Conduct and Policy
                   Regarding Reporting of Possible Violations

INTRAOP MEDICAL CORPORATION (the "Company") is committed to being a good
corporate citizen. The Company's policy is to conduct its business affairs
honestly and in an ethical manner. This Code of Conduct ("Code") provides a
general statement of the expectations of the Company regarding the ethical
standards that each director, officer and employee should adhere to while acting
on behalf of the Company. It does not cover every issue that may arise, but it
sets out basic principles to guide all employees, officers and directors of the
Company. All of our employees, officers and directors must conduct themselves
accordingly and seek to avoid even the appearance of improper behavior. This
Code of Conduct applies to all officers, full and part time employees, contract
workers, directors and anyone who conducts business with the Company. Conduct in
violation of this policy is unacceptable in the workplace and in any
work-related setting outside the workplace. Any employee or contract worker who
violates this Code will be subject to disciplinary action, up to and including
termination of his/her employment or engagement.

Compliance with Laws

You must comply with all federal, state and local laws applicable to your
activities on behalf of the Company and shall perform your duties to the Company
in an honest and ethical manner. If a law conflicts with a policy in this Code,
you must comply with the law; however, if a local custom or policy conflicts
with this Code, you must comply with the Code. If you have any questions about
these conflicts, you should ask your supervisor, the Compliance Officer or the
Chief Financial Officer how to handle the situation.

Conflicts of Interest

You should avoid situations in which your personal, family or financial
interests conflict or even appear to conflict with those of the Company or
compromise its interests. You should handle all actual or apparent conflicts of
interest between your personal and professional relationships in an honest and
ethical manner. Conflicts are not always clear-cut. Examples of actual or
potential conflicts of interest are set forth on Appendix A. A "conflict of
interest" exists when a person's private interest interferes in any way with the
interests of the Company. A conflict situation can arise when an employee,
officer or director takes action or has interests that may make it difficult to
perform his or her Company work objectively and effectively. Conflicts of
interest may also arise when an employee, officer or director, or a member of
his or her family, receives improper personal benefits as a result of his or her
position in the Company. Loans to, or guarantees of obligations of, employees
and their family members may create conflicts of interest.

<PAGE>

It is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. You are not allowed to
work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on the Company's behalf. In addition, employees, officers
and directors are prohibited from taking for themselves personally any
opportunities that are discovered through the use of corporate property,
information or position, except with the consent of the Board of Directors.
Employees, officers and directors owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises. If you become aware
of a conflict or potential conflict of interest, contact your own or any other
Company supervisor for further guidance.

Disclosure

It is of paramount importance to the Company that all disclosure in documents
filed by the Company with the Securities and Exchange Commission or in other
public communications by the Company is full, fair, accurate, timely and
understandable. All officers, directors, employees and contract workers must
take all steps necessary to assist the Company in fulfilling these
responsibilities, consistent with each person's role in the Company. You should
give prompt, accurate answers to all inquiries in connection with the Company's
preparation of public disclosures and reports.

Code of Ethics for Senior Officers

The Company's Chief Executive Officer, the Chief Financial Officer and the
Controller (the "Senior Officers") each bear a special responsibility for
promoting integrity throughout the Company. Furthermore, the Senior Officers
have a responsibility to foster a culture throughout the Company as a whole that
ensures the fair and timely reporting of the Company's results of operation and
financial condition and other financial information.

Because of this special role, the Senior Officers are bound by the following
Senior Officer Code of Ethics, and each agrees that he or she will:

o    Perform his or her duties in an honest and ethical manner.

o    Handle all actual or apparent conflicts of interest between his or her
     personal and professional relationships in an ethical manner.

o    Take all necessary actions to ensure full, fair, accurate, timely, and
     understandable disclosure in reports and documents that the Company files
     with, or submits to, government agencies and in other public
     communications.

o    Comply with all applicable laws, rules and regulations of federal, state
     and local governments.

o    Proactively promote and be an example of ethical behavior in the work
     environment.

                                       2

<PAGE>

Reporting and Compliance

If you become aware of conduct by an officer, director, employee or contract
worker which you believe in good faith is a potential violation of this Code of
Conduct, you should notify your own or any other Company supervisor, the Chief
Executive Officer, or the Chief Financial Officer as soon as possible. You
should also report any complaint or concern regarding the Company's accounting,
internal accounting controls, or auditing matters, or any concerns regarding
questionable accounting or auditing matters. Supervisors are required to refer
all reports of possible violations to the Chief Executive Officer, the Chief
Financial Officer or the Chair of the Audit Committee.

Alternatively, if you wish to report such matters anonymously, you may mail a
description of the concern or complaint to the attention of either the Chief
Financial Officer or the Chair of the Audit Committee, at the following address:

570 Del Rey Avenue
Sunnyvale CA 94085

Persons outside the Company may also report complaints or concerns about Company
personnel; such matters should be reported promptly on receipt to your own or
any other Company supervisor, the Chief Executive Officer, the Chief Financial
Officer, or the Audit Committee Chair. Supervisors are required to report such
matters as noted above.

All reports of complaints or concerns shall be recorded in a log, indicating the
description of the matter reported, the date of the report and a brief summary
of the disposition. The log shall be maintained by the Chief Financial Officer
and shall be reviewed periodically with the Audit Committee. This log shall be
retained for five years.

Allegations of violations of the Code should be made only in good faith and not
to embarrass or put someone in a false light. If you become aware of a suspected
or potential violation don't try to investigate or resolve it on your own.
Prompt disclosure under this Code is vital to ensuring a timely and thorough
investigation and resolution. You are expected to cooperate in internal or
external investigations or alleged violations of the Code.

In response to every report made in good faith of conduct potentially in
violation of the Code of Conduct, the Company will undertake an effective and
thorough investigation, and if improper conduct is found, the Company will take
appropriate disciplinary and remedial action. Compliance procedures are set
forth in Appendix B to this Code. The Company will attempt to keep its
discussions with any person reporting a violation confidential to the extent
reasonably possible without compromising the effectiveness of the investigation.
If you believe your report is not properly explained or resolved, you may take
your concern or complaint to the Audit Committee of the Board of Directors.

                                       3

<PAGE>

Employees and contract workers are protected by law from retaliation for
reporting possible violations of this Code of Conduct or for participating in
procedures connected with an investigation, proceeding or hearing conducted by
the Company or a government agency with respect to such complaints. The Company
will take disciplinary action up to and including the immediate termination of
any employee or contract worker who retaliates against another employee or
contract worker for reporting any of these alleged activities.

Further Information

Please contact the Chief Executive Officer or the Chief Financial Officer if you
have any questions about this Code or require further information.

The most current version of this Code will be posted on the Company's website
and filed as an exhibit to the Company's Annual Report on Form 10-K. Any
substantive amendment or waiver of this Code may be made only by the Board of
Directors upon a recommendation of the Audit Committee, and will be disclosed,
including the reasons for such action, on the Company's website and by a filing
with the Securities and Exchange Commission on Form 8-K within five days of such
action. The Company will maintain disclosure about such amendment or waiver on
the website for at least twelve months and shall retain the disclosure
concerning the action for at least 5 years.


                                       4

<PAGE>

                                   Appendix A


The following are examples of actual or potential conflicts:

o    you, or a member of your family, receive improper personal benefits as a
     result of your position in the Company;

o    you use Company's property for your personal benefit;

o    you engage in activities that interfere with your loyalty to the Company or
     your ability to perform Company duties or responsibilities effectively;

o    you, or a member of your family, have a financial interest in a customer,
     supplier, or competitor which is significant enough to cause divided
     loyalty with the Company or the appearance of divided loyalty (the
     significance of a financial interest depends on many factors, such as size
     of investment in relation to your income, net worth and/or financial needs,
     your potential to influence decisions that could impact your interests, and
     the nature of the business or level of competition between the Company and
     the supplier, customer or competitor);

o    you, or a member of your family, acquire an interest in property (such as
     real estate, patent or other intellectual property rights or securities) in
     which you have reason to know the Company has, or might have, a legitimate
     interest;

o    you, or a member of your family, receive a loan or a guarantee of a loan
     from a customer, supplier or competitor (other than a loan from a financial
     institution made in the ordinary course of business and on an arm's-length
     basis);

o    you divulge or use the Company's confidential information - such as
     financial data, customer information, or computer programs - for your own
     personal or business purposes;

o    you make gifts or payments, or provide special favors, to customers,
     suppliers or competitors (or their immediate family members) with a value
     significant enough to cause the customer, supplier or competitor to make a
     purchase, or take or forego other action, which is beneficial to the
     Company and which the customer, supplier or competitor would not otherwise
     have taken; or

o    you are given the right to buy stock in other companies or you receive cash
     or other payments in return for promoting the services of an advisor, such
     as an investment banker, to the Company.

                                       5

<PAGE>

                                   APPENDIX B
                                   ----------

                              Compliance Procedures


o    Compliance Officer. The Corporate Compliance Officer is Howard Solovei, or
     in the absence of such person, the Chief Financial Officer. The Compliance
     Officer's responsibility is to ensure communication, training, monitoring,
     and overall compliance with the Code. The Compliance Officer will, with the
     assistance and cooperation of the Company's officers, directors and
     managers, foster an atmosphere where employees are comfortable in
     communicating and reporting concerns and possible Code violations.

o    Access to the Code. The Company shall ensure that employees, officers and
     directors may access the Code on the Company's website. In addition, each
     current employee will be provided with a copy of the Code. New employees
     will receive a copy of the Code as part of their new hire information. From
     time to time, the Company will sponsor employee training programs in which
     the Code and other Company policies and procedures will be discussed.

o    Monitoring. Managers are the "go to" persons for employee questions and
     concerns relating to the Code. Managers or supervisors will immediately
     report any violations or allegations of violations to the Compliance
     Officer. Managers will work with the Compliance Officer in assessing areas
     of concern, potential violations, any needs for enhancement of the Code or
     remedial actions to effect the Code's policies and overall compliance with
     the Code and other related policies.

o    Internal Investigation. When an alleged violation of the Code is reported,
     the Company shall take prompt and appropriate action in accordance with the
     law and regulations and otherwise consistent with good business practice.
     If the suspected violation appears to involve either a possible violation
     of law or an issue of significant corporate interest, or if the report
     involves a complaint or concern of any person, whether employee, a
     stockholder or other interested person regarding the Company's financial
     disclosure, internal accounting controls, questionable auditing or
     accounting matters or practices or other issues relating to the Company's
     accounting or auditing, then the manager or investigator should immediately
     notify the Compliance Officer, who, in turn, shall notify the Chair of the
     Audit Committee. If a suspected violation involves any director or
     executive officer or if the suspected violation concerns any fraud, whether
     or not material, involving management or other employees who have a
     significant role in the Company's internal controls, any person who
     received such report should immediately report the alleged violation to the
     Compliance Officer and, in every such case, the Chair of the Audit
     Committee. The Compliance Officer or the Chair of the Audit Committee, as
     applicable, shall assess the situation and determine the appropriate course
     of action, including the conduct of an investigation, as appropriate.

                                       6

<PAGE>


o    Disciplinary Actions. Subject to the following sentence, the Compliance
     Officer, after consultation with the Human Resources representative, shall
     be responsible for implementing the appropriate disciplinary action in
     accordance with the Company's policies and procedures for any employee who
     is found to have violated the Code. If a violation has been reported to the
     Audit Committee or another committee of the Board, that Committee shall be
     responsible for determining appropriate disciplinary action. Any violation
     of applicable law or any deviation from the standards embodied in this Code
     will result in disciplinary action, up to and including termination of
     employment. In addition to imposing discipline upon employees involved in
     non-compliant conduct, the Company also will impose discipline, as
     appropriate, upon an employee's supervisor, if any, who directs or approves
     such employees' improper actions, or is aware of those actions but does not
     act appropriately to correct them, and upon other individuals who fail to
     report known non-compliant conduct. In addition to imposing its own
     discipline, the Company will bring any violations of law to the attention
     of appropriate law enforcement personnel.

o    Retention of Reports and Complaints. All reports and complaints made to or
     received by the Compliance Officer or the Chair of the Audit Committee
     relating to violations of this Code shall be logged into a record
     maintained for this purpose by the Compliance Officer and this record of
     such report shall be retained for five years.

o    Required Government Reporting. Whenever conduct occurs that requires a
     report to the government, the Compliance Officer shall be responsible for
     complying with such reporting requirements.

o    Corrective Actions. Subject to the following sentence, in the event of a
     violation of the Code, the manager and the Compliance Officer should assess
     the situation to determine whether the violation demonstrates a problem
     that requires remedial action as to Company policies and procedures. If a
     violation has been reported to the Audit Committee or another committee of
     the Board, that committee shall be responsible for determining appropriate
     remedial or corrective actions. Such corrective action may include
     providing revised public disclosure, retraining Company employees,
     modifying Company policies and procedures, improving monitoring of
     compliance under existing procedures and other action necessary to detect
     similar non-compliant conduct and prevent it from occurring in the future.
     Such corrective action shall be documented, as appropriate.


                                       7