Exhbit 14.1





                             CODE OF BUSINESS ETHICS






                          OMNICORDER TECHNOLOGIES, INC.




            CONFLICT OF INTEREST AND CONFIDENTIAL INFORMATION POLICY

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OmniCorder Technologies, Inc.                            Code of Business Ethics

PART I:  CODE OF BUSINESS ETHICS

INTEGRITY                           OmniCorder Technologies, Inc. (the
                                    "Company") values its reputation for
                                    integrity, honesty and fair dealing and
                                    these qualities must at all times
                                    characterize our business activities with
                                    customers, shareholders, employees, vendors,
                                    suppliers and the public. Company employees
                                    shall not attempt to achieve results at the
                                    cost of violation of laws or regulations or
                                    through dishonest or unethical dealings. As
                                    used throughout this Code of Business Ethics
                                    and Conflict of Interest and Confidential
                                    Information Policy (the "Code"), the term
                                    "Company employees" shall include all
                                    directors, officers and employees of the
                                    Company at all levels, and the term "family"
                                    shall mean spouse, parents, children,
                                    siblings, grandparents, grandchildren,
                                    mothers- and fathers-in-law, sons- and
                                    daughters-in-law, brothers- and
                                    sisters-in-law, or any other person residing
                                    in the employee's home.

CANDOR                              Officers and department heads and other
                                    supervisory employees must be informed at
                                    all times of matters within their respective
                                    sphere of responsibility which bear upon
                                    preserving the Company's reputation for
                                    integrity and honesty and fair dealing.
                                    Concealment or half-truths will not be
                                    tolerated. Accordingly, there should be full
                                    and open communication by all Company
                                    employees. Likewise, there shall be no
                                    concealment of information from the
                                    Company's directors, executive officers,
                                    internal or independent auditors or legal
                                    counsel.

PROPER ACCOUNTING                   Strict compliance with the Company's
                                    established accounting rules and controls is
                                    required at all times. The books of account
                                    and financial records must fairly reflect
                                    the transactions they record. Budget
                                    proposals, economic evaluation for projects
                                    and the like must be prepared in good faith
                                    and reflect in all material respects the
                                    best judgment of the preparers. All assets
                                    of the Company, including all cash and bank
                                    accounts in which the Company funds are on
                                    deposit, and all liabilities of the Company
                                    shall be timely recorded in the regular
                                    books of account of the Company in all
                                    material respects.

CONSULTANTS AND AGENTS              All consultants or agents retained by the
                                    Company must comply with federal, state and
                                    local laws and regulations in the conduct of
                                    their work on behalf of the Company.

FAIR COMPETITION                    The Company fosters the spirit of free
                                    enterprise and fair dealing and will
                                    continue to comply with laws which prohibit
                                    restraint of trade, predatory economic
                                    activities, and unfair or unethical business
                                    practices. Under no circumstances should
                                    Company employees enter into arrangements or
                                    even discuss with competitors anything
                                    concerning pricing or promotional strategies
                                    without the prior written approval of
                                    counsel.

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OmniCorder Technologies, Inc.                            Code of Business Ethics

POLITICAL CONTRIBUTIONS             The Company will not contribute directly or
                                    indirectly to political parties or
                                    candidates for office, unless through an
                                    authorized Political Action Committee.
                                    Indirect contributions would include
                                    contributions by the Company or favors.

ENTERTAINMENT, GIFTS, FAVORS        Company employees may not offer or accept
AND GRATUITIES                      entertainment or gifts that could give rise
                                    the appearance of a conflict between the
                                    interest of such persons and the Company. It
                                    is well understood that occasional
                                    invitations to lunch, dinner and social
                                    affairs and similar minor gifts or favors
                                    are not unusual and the offer or acceptance
                                    of such favors shall not be considered a
                                    conflict of interest. On the other hand,
                                    gifts valued over $100.00 may create the
                                    possibility of a conflict and should be
                                    declined.

EXPENSE REPORTS                     All directors and employees shall comply
                                    strictly with the Company's policy on
                                    business and travel expenses as set out in
                                    its Employee Policy Manual. All employees
                                    and directors shall timely complete and
                                    submit expense reports in an accurate manner
                                    and with appropriate receipts. All employees
                                    and directors shall exercise reasonableness
                                    and prudence when spending the Company's
                                    money, and are not to submit expense reports
                                    that are not actual, reasonable and
                                    necessary to carry out the business purposes
                                    of the Company.

COMPLIANCE WITH LAWS, REGULATIONS   It is the policy of the Company to comply
AND COMPANY POLICIES                strictly with all laws and regulations, and
                                    with all Company policies. Company employees
                                    have access to legal advice and should
                                    always seek such advice as necessary prior
                                    to taking action.

POLICY AGAINST HARASSMENT           All Company employees shall comply strictly
                                    with all federal and state civil rights,
                                    harassment, discrimination and other
                                    employment laws and regulations, and are
                                    prohibited from discriminating against any
                                    person on the basis of sex, age, race,
                                    color, religion, national origin,
                                    disability, ancestry, marital or veteran
                                    status, or any other legally protected
                                    status. Company employees shall treat all
                                    persons with respect and fairness, and all
                                    relationships (whether written, oral or
                                    electronic) shall be businesslike and free
                                    of any illegal bias, prejudice, harassment
                                    and retaliation.

ENVIRONMENT                         All Company employees shall comply strictly
                                    with all federal, state and local laws and
                                    regulations relating to any environmental
                                    law, which includes the use, storage,
                                    treatment, transportation, manufacture,
                                    refinement, handling, production or disposal
                                    of any hazardous substance, and shall do all
                                    things necessary to protect human health and
                                    safety of the Company's employees, customers
                                    and the environment.

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OmniCorder Technologies, Inc.                            Code of Business Ethics

PUBLIC AND INVESTOR RELATIONS       Only the President and Chief Executive
                                    Officer ("CEO") of the Company is authorized
                                    to communicate on behalf of the Company with
                                    shareholders, investors, bankers, the press,
                                    broadcast media or the general public. Any
                                    inquiries from these sources should be
                                    promptly referred to the CEO without further
                                    comment.

CONTRACTS                           Only proper officers of the Company
                                    specifically designated by the CEO are
                                    authorized to enter into and/or execute
                                    contracts (whether in writing or not) on
                                    behalf of the Company, and then only if each
                                    contract has been approved beforehand by
                                    counsel. Except as set forth herein, no
                                    other employee or agent of the Company has
                                    any authority (apparent, implied or
                                    otherwise) to obligate the Company in any
                                    manner or to hold himself/herself out to any
                                    third party as having any such authority.

DISCOVERY OF VIOLATIONS             The CEO bears the ultimate responsibility
                                    for implementation and enforcement of this
                                    Code and all Company policies. The Chief
                                    Financial Officer will conduct compliance
                                    audits from time to time. Discovery of
                                    events of a questionable, fraudulent or
                                    illegal nature which are or may be in
                                    violation of this Code or Company policies
                                    must be promptly reported to the CEO of the
                                    Company and/or, where warranted in the
                                    judgment of the reporting person, the Audit
                                    Committee of the Board of Directors, if any.

REPORTING COMPLIANCE WITH CODE      All Company employees shall affirm
                                    periodically a knowledge and understanding
                                    of this Code by signing and returning to the
                                    CEO the attached Acknowledgement of Receipt
                                    and Compliance with this Code of Business
                                    Ethics and the Conflict of Interest and
                                    Confidential Information Policy.

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OmniCorder Technologies, Inc.                            Code of Business Ethics

PART II:  CONFLICT OF INTEREST

PURPOSE                             Each director, officer and employee of the
                                    Company owes a duty of loyalty to the
                                    Company. It is the policy of the Company
                                    that no such person should have a
                                    conflicting interest in any organization
                                    with which the Company does business or is
                                    in competition. Also, no such person should
                                    be engaged in a business organized for
                                    profit and not affiliated with the Company
                                    in any capacity, including as an employee,
                                    agent or consultant, when such employment
                                    may be contrary to the best interests of the
                                    Company. Such an interest, regardless of
                                    whether it in fact affects the judgment or
                                    decisions of the individual in question,
                                    creates an unfavorable impression and may
                                    imply impropriety.

DEFINITION                          Whether or not an interest is conflicting
                                    will depend on the particular circumstances
                                    of each case, including the nature and
                                    relative importance, financial or otherwise,
                                    of the interest. It would be impossible to
                                    reduce the policy concerning conflict of
                                    interest entirely to a series of specific
                                    prohibitions. To do this would divert
                                    attention from a more important objective:
                                    namely, that each director, officer and
                                    employee should test personal conduct and
                                    its effect on the Company in accordance with
                                    accepted and recognized standards of (i)
                                    loyalty to the Company; (ii) the highest
                                    business ethics; and (iii) the effect on the
                                    good reputation and goodwill enjoyed by the
                                    Company. It is the responsibilities of each
                                    Company employee to evaluate his/her own
                                    personal situations or acts to determine if
                                    there may be a need to disclose anything
                                    which may be a conflict with this Code. The
                                    following covers certain specific situations
                                    where conflict of interest might occur:

                                    1.       For a Company employee or any
                                             member of his or her family to have
                                             business dealings with the Company
                                             where there is an opportunity or
                                             the perception of an opportunity
                                             for preferential treatment to be
                                             given or received, except (i) with
                                             the prior written consent of the
                                             CEO; or (ii) in any case of
                                             ownership of less than 1% of stock
                                             or other equity in a public or
                                             privately held company.

                                    2.       For a Company employee or any
                                             member of his or her family to buy,
                                             sell or lease any kind of real
                                             estate, facilities, products or
                                             equipment from or to the Company or
                                             to any company, firm or individual
                                             who is, or is seeking to become, a
                                             contractor, supplier or customer,
                                             except with the prior consent of
                                             the CEO.

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                                    3.       For a Company employee or any
                                             member of his or her family to
                                             serve as an officer or director of
                                             any other company, or in any
                                             management capacity for, or as an
                                             agent or consultant to any
                                             individual, firm or other company
                                             doing or seeking to do business
                                             with the Company, except with the
                                             prior consent of the CEO.

                                    4.       For a Company employee or any
                                             member of his or her family to
                                             accept from any organizations,
                                             firms or individuals doing or
                                             seeking to do business with the
                                             Company: commissions; a share in
                                             profits; finder's fees; gifts in
                                             cash; gift certificates or other
                                             payments; loans or advances (other
                                             than from established banking or
                                             financial institutions); materials,
                                             services, repairs or improvements
                                             at no cost or at unreasonably low
                                             prices; excessive or extravagant
                                             entertainment; and gifts of
                                             merchandise of more than $100.00 in
                                             value.

                                    5.       For a Company employee, directly or
                                             indirectly, to own or have an
                                             ownership or management interest in
                                             any business, firm, corporation or
                                             other organization which is in
                                             direct or indirect competition with
                                             the business conducted by the
                                             Company (excluding the ownership of
                                             less than 1% of stock or other
                                             equity in any such organization in
                                             which the stock is quoted and sold
                                             on the open market).

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OmniCorder Technologies, Inc.                            Code of Business Ethics

PART III:  CONFIDENTIAL INFORMATION

PURPOSE                             Each director, officer and employee of the
                                    Company owes a duty not to disclose
                                    confidential information of the Company
                                    (that is, information possessed by the
                                    Company, but not generally known to the
                                    public) without being specifically
                                    authorized.

DEFINITION                          It is a violation of this policy and the
                                    Company's Insider Trading Policy in its
                                    Employee Policy Manual for any director,
                                    officer or employee of the Company to:

                                    1.       Use or disclose to any person or
                                             entity not authorized (including
                                             employees who do not have a need to
                                             know and third parties such as
                                             family, friends, investors,
                                             bankers, analysts, press, etc.),
                                             any material non-public information
                                             or any confidential or proprietary
                                             information concerning the Company
                                             such as sales, earnings, financial
                                             or business forecasts, strategic,
                                             marketing or development plans,
                                             software, codes, technical
                                             specifications, etc., which has not
                                             been authorized for release; and


                                    2.       Buy or sell the Company's stock
                                             while in possession of material
                                             non-public information and without
                                             prior clearance from counsel.

                                    Non-public information will be deemed to be
                                    material if there is a substantial
                                    likelihood that a reasonable investor would
                                    consider it important in making an
                                    investment decision to buy, sell or hold the
                                    Company's stock.

                                    Persons who have traded on material
                                    non-public information or persons who have
                                    tipped others, including family and friends
                                    who may have passed on any such information,
                                    have been the subject for civil and criminal
                                    proceedings. Any Company employee who
                                    engaged in such illegal conduct is also
                                    subject to immediate termination. These
                                    obligations of confidentiality shall survive
                                    the employee's termination from the Company.

RIGHT TO INSPECT/PRIVACY            The Company reserves the right to inspect
                                    any Company mail systems, computers,
                                    software, files or any other internal
                                    documents in electronic or hard copy format.
                                    Further, an employee does not have the right
                                    to privacy at his/her desk or work station.
                                    Any destruction of Company property, whether
                                    tangible or intangible, including any
                                    unauthorized use, deletion, stealing,
                                    altering, erasing, infecting or other
                                    tampering of Company property, will result
                                    in disciplinary action, including immediate
                                    termination.

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OmniCorder Technologies, Inc.                            Code of Business Ethics

PART IV: CONCLUSION

WHY DO WE NEED THIS DOCUMENT?       The Company believes the Code of Business
                                    Ethics, Conflict of Interest and
                                    Confidential Information Policy is already
                                    well understood, but it is restated at this
                                    time as a reminder that undisclosed acts or
                                    conditions in conflict with the interests as
                                    above described may be deemed sufficient
                                    grounds for discipline and even termination.
                                    The fact that one of the interests described
                                    above exists does not mean necessarily that
                                    a conflict (if it exists) is significant
                                    enough to be of practical importance. It is
                                    the Company's policy to allow a reasonable
                                    amount of time for the employee to correct
                                    the situation in order to prevent undue
                                    hardship, within the sole discretion of the
                                    Company's management, whose first concern
                                    must be the best interests of the Company.

ANY QUESTIONS?                      The Company's counsel is available to assist
                                    any Company employee with the interpretation
                                    of this Code or any other policies contained
                                    in the Employee Policy Manual. Never
                                    hesitate to ask if you ever have any
                                    questions about them.

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                         ACKNOWLEDGEMENT OF RECEIPT AND
                  COMPLIANCE WITH THE CODE OF BUSINESS ETHICS,
            CONFLICT OF INTEREST AND CONFIDENTIAL INFORMATION POLICY

                                    Based on my recent reading of the Company's
                                    Code of Business Ethics, Conflict of
                                    Interest and Confidential Information Policy
                                    consisting of 8 pages, I certify that I have
                                    had the opportunity to ask questions about
                                    any personal situation I may be unclear or
                                    unsure about; that I understand it; and that
                                    I have at all times complied with the letter
                                    and spirit of the Code, except as may be
                                    disclosed on the back of this page or in the
                                    attached page(s). Further, if future events
                                    or circumstances change so as to give me
                                    concern that I or another employee may be in
                                    violation of this Code or have a possible
                                    conflict of interest, I acknowledge that I
                                    have an obligation to disclose and I will
                                    promptly disclose it to the CEO.

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                                                     Print Name

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                                                      Signature

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                                               Social Security Number

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                                                        Date

                   RETURN THIS PAGE ONLY TO THE COMPANY'S CEO

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