**Exhibit 14.1**

 

**CODE OF ETHICSFORSENIOR FINANCIAL OFFICERS**

 

**1.             PURPOSE**

 

The Board of Directors (the “Board”) of Photonic Products Group, Inc.(the “Company”) has adopted the following Code of Ethics (the “Code”) to applyto the Company’s Chief Executive Officer; Chief Financial Officer; ChiefAccounting Officer; Controller; and Treasurer (the “Senior FinancialOfficers”).  This Code is intended tofocus Senior Financial Officers on areas of ethical risk, provide guidance tohelp them recognize and deal with ethical issues, provide mechanisms to reportunethical conduct, foster a culture of honesty and accountability, deterwrongdoing and promote fair and accurate disclosure and financial reporting.

 

No code or policy can anticipate every situation that may arise.  Accordingly, this Code is intended to serveas a source of guiding principles. Senior Financial Officers are encouraged to bring questions aboutparticular circumstances that may involve one or more of the provisions of thisCode to the attention of the Chair of the Audit Committee, who may consult withinside or outside legal counsel as appropriate.

 

**2.             INTRODUCTION**

 

Each Senior Financial Officer is expected to adhere to a high standardof ethical conduct.  The good name ofthe Company depends on the way Senior Financial Officers conduct business andthe way the public perceives that conduct. Unethical actions, or the appearance of unethical actions, are notacceptable.  Senior Financial Officersare expected to be guided by the following principles in carrying out theirresponsibilities.

 

•                                          Loyalty.  Senior Financial Officers should not be, orappear to be, subject to influences, interests or relationships that conflictwith the best interests of the Company.

 

•                                          Compliancewith Applicable Laws.  Senior FinancialOfficers are expected to comply with all laws, rules and regulations applicableto the Company’s activities.

 

•                                          Observanceof Ethical Standards.  Senior FinancialOfficers must adhere to high ethical standards in the conduct of their duties.  These include honesty and fairness.

 

**3.             INTEGRITY OF RECORDS ANDFINANCIAL REPORTING**

 

Senior Financial Officers are responsible for the accurate and reliablepreparation and maintenance of the Company’s financial records.  Accurate and reliable preparation offinancial records is of critical importance to proper management decisions andthe fulfillment of the Company’s financial, legal and reportingobligations.  Diligence in accuratelypreparing and maintaining the Company’s records allows the Company to fulfillits reporting obligations and to provide stockholders, governmental authoritiesand the general public with full, fair, accurate, timely and understandabledisclosure.  Senior Financial Officersare responsible for establishing and maintaining adequate disclosure controlsand procedures, and internal controls and procedures, including procedures thatare designed to enable the Company to: (a) accurately document and account for transactions on the books andrecords of the Company; and (b) maintain reports, vouchers, bills, invoices,payroll and service records, business measurement and performance records andother essential data with care and honesty.

 

Senior Financial Officers shall immediately bring to the attention ofthe Audit Committee any information they may have concerning:

 

----

 

Defects,deficiencies, or discrepancies related to the design or operation of internalcontrols which may affect the Company’s ability to accurately record, process,summarize, report and disclose its financial data or

 

Any fraud,whether or not material, that involves management or other employees who haveroles in the Company’s financial reporting, disclosures or internal controls.

 

**4.             CONFLICTOF INTEREST**

 

Senior Financial Officers must avoid any conflicts of interest betweenthemselves and the Company.  Anysituation that involves, or may involve, a conflict of interest with theCompany, should be disclosed promptly to the Chair of the Audit Committee, whomay consult with inside or outside legal counsel as appropriate.

 

A “conflict of interest” can occur when an individual’s personalinterest is adverse to - or may appear to be adverse to - the interests of theCompany as a whole.  Conflicts ofinterest also arise when an individual, or a member of his or her family,receives improper personal benefits as a result of his or her position with theCompany.

 

This Code does not attempt to describe all possible conflicts ofinterest which could develop.  Some ofthe more common conflicts from which Senior Financial Officers must refrain,however, are set forth below:

 

•                                          Improperconduct and activities.  SeniorFinancial Officers may not engage in any conduct or activities that areinconsistent with the Company’s best interests or that disrupt or impair theCompany’s relationship with any person or entity with which the Company has, orproposes to enter into, a business or contractual relationship.

 

•                                          Compensationfrom non-Company sources.  SeniorFinancial Officers may not accept compensation for services performed for theCompany from any source other than the Company.

 

•                                          Gifts.  Senior Financial Officers and members oftheir immediate families may not accept gifts from persons or entities whereany such gift is being made in order to influence their actions in their positionwith the Company, or where acceptance of the gifts could create the appearanceof a conflict of interest.

 

•                                          Personaluse of Company assets.  Senior FinancialOfficers may not use Company assets, labor or information for personal use,other than incidental personal use, unless approved by the Chair of the AuditCommittee or as part of a compensation or expense reimbursement program.

 

•                                          FinancialInterests in other Businesses.  SeniorFinancial Officers should avoid having an ownership interest in any otherenterprises, such as a customer, supplier or competitor, if that interestcompromises the officer’s loyalty to the Company.

 

**5.             CORPORATEOPPORTUNITIES**

 

SeniorFinancial Officers are prohibited from: (a) taking for themselves personally opportunities related to theCompany’s business without first presenting those opportunities to the Companyand obtaining approval from the Board; (b) using the Company’s property,information, or position for personal gain; or (c) competing with the Companyfor business opportunities.

 

**6.             CONFIDENTIALITY**

 

SeniorFinancial Officers should maintain the confidentiality of information entrustedto them by the Company and any other confidential information about theCompany, its business or finances, customers or suppliers, that comes to them,from whatever source, except when disclosure is authorized or legallymandated.  For purposes of this Code,“confidential information” includes all non-public information relating to theCompany, its business or finances, customers or suppliers.

 

----

 

**7.             COMPLIANCE WITH LAWS, RULES ANDREGULATIONS**

 

SeniorFinancial Officers shall comply with laws, rules and regulations applicable tothe Company, including insider trading laws, and all other Company policies.

 

**8.****                                      ENCOURAGINGTHE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR**

 

SeniorFinancial Officers must promote ethical behavior and create a culture ofethical compliance.  Senior FinancialOfficers should foster an environment in which the Company:  (a) encourages employees to talk to supervisors,managers and other appropriate personnel when in doubt about the best course ofaction in a particular situation; (b) encourages employees to report violationsof laws, rules and regulations to appropriate personnel; and (c) informsemployees that the Company will not allow retaliation for reports made in goodfaith.

 

**9.             CONCLUSION**

 

SeniorFinancial Officers should communicate any suspected violations of this Codepromptly to the Chair of the Audit Committee. The Board or a person or persons designated by the Board willinvestigate violations, and appropriate disciplinary action will be taken inthe event of any violation of the Code, up to and including termination.  Only the Audit Committee may grant anywaivers of this policy.

 

----