Exhibit 14.1

                                SPO MEDICAL INC.

                  CODE OF ETHICS FOR SENIOR EXECUTIVE OFFICERS
                                       AND
                            SENIOR FINANCIAL OFFICERS

This Code of Ethics applies to SPO Medical Inc.'s Chief Executive Officer,
President, Chief Financial Officer and Controller (and others performing similar
senior executive and financial functions at SPO from time to time in the
future). SPO expects all of its employees to act in accordance with the highest
standards of professional integrity in all aspects of their business activities,
to comply with all applicable laws, rules and regulations, to deter wrongdoing
and abide by all policies and procedures adopted by SPO that govern the conduct
of its employees. But because of your leadership positions, you are setting an
example for the rest of our employees and are expected to comply with this Code
of Ethics to foster a culture of integrity and honesty in all of our dealings.

Accordingly, you agree to:

1. Engage in and promote honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between personal and
professional relationships;

2. Avoid conflicts of interest and disclose to the Audit Committee of the Board
of Directors in advance any transaction or relationship that reasonably could be
expected to give rise to such a conflict;

3. Take all reasonable measures to protect the confidentiality of non-public
information about SPO or its subsidiaries obtained or created in connection with
your activities and prevent the unauthorized disclosure of such information
unless required by applicable law or regulation or legal or regulatory process,
and refrain from using such confidential information for personal advantage;

4. Take all reasonable measures to achieve responsible use of and control over
SPO's assets and resources.

5. Promote full, fair, accurate, timely and understandable disclosure in reports
and documents that SPO or its subsidiaries files with, or submits to, the
Securities and Exchange Commission and other regulators and in other public
communications made by SPO.

6. Comply with SPO's policies and procedures.

7. Act in good faith, responsibly, with due care, competence, diligence, and
without knowingly misrepresenting material facts or allowing your better
judgment to be subordinated.

8. Comply with applicable governmental laws, rules and regulations, as well as
the rules and regulations of The Nasdaq Stock Market (including the
over-the-counter Bulletin Board) and/or any other self-regulatory organizations
of which SPO is a member; and

9. Promptly report any possible violation of this Code of Ethics to the Audit
Committee of the Board of Directors.

10. Make every effort to cooperate with SPO's internal auditor and independent
auditors.

You understand that you will be held accountable for your adherence to this Code
of Ethics. Your failure to observe the terms of this Code of Ethics may result
in disciplinary action, up to and including termination of employment.
Violations of this Code of Ethics may also constitute violations of law and may
result in civil and criminal penalties for you, your supervisors and SPO.

If you have any questions regarding the best course of action in a particular
situation, you should promptly contact any member of the Audit Committee or
SPO's outside legal counsel.

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YOUR PERSONAL COMMITMENT TO THE SPO MEDICAL INC. CODE OF ETHICS FOR SENIOR
EXECUTIVE OFFICERS AND SENIOR FINANCIAL OFFICERS

I acknowledge that I have received and read the Code of Ethics for Senior
Executive Officers and Senior Financial Officers of SPO Medical Inc., and
understand my obligations to comply with the Code of Ethics.

I understand that my agreement to comply with the Code of Ethics does not
constitute a contract of my employment.


Please sign here: ___________________________ Date:_____________

Please print your name: ____________________________