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                                                                    EXHIBIT 14.1

                            PACIFIC BIOMETRICS, INC.

      Code of Ethics for Chief Executive Officer, Chief Financial Officer,
                  Controller and Accounting / Finance Personnel

      The Board of Directors of Pacific Biometrics, Inc., a Delaware corporation
(the "Company"), has adopted the following Code of Ethics applicable to its
Chief Executive Officer, Chief Financial Officer, any principal accounting
officer, the controller, and all other persons performing similar functions for
the Company (each, a "Financial Officer"):

1.    Each Financial Officer will:

      -     act with honesty and integrity, avoiding actual or apparent
            conflicts of interest in personal and professional relationships;

      -     provide information that is accurate, complete, objective, relevant,
            timely and understandable to ensure full, fair, accurate, timely and
            understandable disclosure in all reports and other documents that
            the Company files with, or submits to, the SEC, other government
            agencies, any stock exchanges and in other public communications;

      -     promptly bring to the attention of the Audit Committee any material
            information of which he or she may become aware concerning (a) any
            inaccuracies, inconsistencies or material omissions in the Company's
            disclosures in its public filings, (b) concerning significant
            deficiencies in the design or operation of internal controls which
            could adversely affect the Company's ability to record, process,
            summarize and report financial data, or (c) concerning any fraud,
            whether or not material, that involves management or other employees
            who have a significant role in the Company's financial reporting,
            disclosures or internal controls.

      -     comply with rules and regulations of federal, state and local
            governments, and other appropriate private and public regulatory
            agencies;

      -     act in good faith, responsibly, with due care, competence and
            diligence, without misrepresenting material facts or allowing one's
            independent judgment to be improperly influenced;

      -     respect and maintain the confidentiality of information acquired in
            the course of one's work, except when authorized or otherwise
            legally obligated to disclose, and not use any such confidential
            information for personal advantage;

      -     share knowledge and maintain skills important and relevant to the
            responsibilities set out in this Code of Ethics;

      -     promote responsible use of, and control over, all corporate assets
            and resources employed or entrusted, and not use corporate assets,
            information, or position for personal gain; and

      -     adhere to this Code of Ethics and promptly report to the Audit
            Committee any conduct that the individual believes to be a violation
            of law, business ethics, or any provision of this Code, or involving
            any actual or apparent conflict of interest involving management or
            other employees who have a significant role in the Company's
            financial reporting, disclosures or internal controls.

2.    From time to time, the Company may require each Financial Officer to
certify that he or she has not violated this Code of Ethics and is not aware of
any violation of this Code of Ethics by any other person.

3.    Violations of this Code of Ethics will be viewed as a serious disciplinary
matter that may result in action ranging from a reprimand, to suspension, to
termination of employment, and may include possible criminal prosecution.

4.    This Code of Ethics may be amended or waived only by approval of the
Company's Board of Directors. Unless the SEC rules and regulations otherwise
provide, amendments and waivers of any provision of this Code of Ethics must be
promptly disclosed in accordance with SEC regulations, including an explanation
for the waiver. Waivers include, among other things, a material departure from a
provision of this Code. Implicit waivers include the Company's failure to take
action with respect to violations of Code provisions within a reasonable time
following the Company's receipt of notice of the violation.

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