**Exhibit 14.1**

 

**ICOP DIGITAL, INC.**

 

**CODE OF ETHICS**

 

**PrincipalsGoverning Professional and Ethical Conduct**

 

It is thepolicy of ICOP Digital, Inc. (the “Company”) that the Company’s Chief ExecutiveOfficer, Chief Financial Officer and other senior finance and accounting staffwith responsibility for maintaining accounting records, preparing financialstatements, preparing and filing reports with the Securities ExchangeCommission (“SEC”) and making other public communications regarding the Companyadhere to, advocate and promote the following principles:

 

•                  Honest andethical conduct, including the ethical handling of actual or apparent conflictsof interest between personal and professional relationships;

 

•                  Full, fair,accurate, timely and understandable disclosure in reports and documents thatthe Company files with, or submits to, the SEC and other public communicationsmade by the Company; and

 

•                  Compliance withlaws, rules and regulations applicable to the Company.

 

The personssubject to this Code are required to acknowledge and agree to the foregoing anddeliver a copy of such acknowledgement to the Company’s Audit Committee.  The Corporate Secretary will maintain thisacknowledgement with the Company’s corporate records.

 

**Reportingand Treatment of Violations**

 

Persons whobecome aware of suspected violations of this Code should report such suspectedviolations promptly to the Audit Committee, who will forward such report to theCompany’s Board of Directors.  To assistin the response to or investigation of the alleged violation, the report shouldcontain as much specific information as possible to allow for proper assessmentof the nature, extent and urgency of the alleged violation.  Without limiting the foregoing, the reportshould, to the extent possible, contain the following information:

 

•                  the allegedevent, matter or issue that is the subject of the alleged violation;

 

•                  the name of eachperson involved;

 

•                  if the allegedviolation involves a specific event or events, the approximate date and locationof each event; and

 

•                  any additionalinformation, documentation or other evidence available relating to the allegedviolation.

 

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The AuditCommittee shall have the power to monitor, investigate, make determinations andrecommend action to the Board of Directors with respect to violations of thisCode.  In determining whether a violationof this Code has occurred, the Audit Committee may take into account:

 

•                  the nature andseverity of the violation;

 

•                  whether theviolation was a single occurrence or involved repeated occurrences;

 

•                  whether theviolation appears to have been intentional or inadvertent;

 

•                  whether theperson in question had been advised prior to the violation as to the propercourse of action;

 

•                  whether theperson in question had committed other violations in the past; and

 

•                  such other factsand circumstances as the Audit Committee shall deem advisable in the context ofthe alleged violation.

 

**Consequencesof Violations**

 

If a violationis substantiated, the Board of Directors, upon the recommendation of the AuditCommittee, may impose such sanctions or take such actions as it deemsappropriate, including, but not limited to, the following:

 

•                  disciplinaryaction (including censure, re-assignment, demotion, suspension or termination);

 

•                  pursuit of anyand all remedies available to the Company for any damages or harm resultingfrom a violation, including injunctive relief; and

 

•                  referral ofmatters to appropriate legal or regulatory authorities for investigation andprosecution.

 

**Requestsfor Waivers and Changes in Code**

 

A waiver of aprovision of this Code shall be requested whenever there is reasonablelikelihood that a contemplated action will violate the Code.  Any waiver (including an implicit waiver)that constitutes a material departure from a provision of this Code shall bepublicly disclosed on a timely basis, to the extent required by applicablerules and regulations of the SEC.  Inaddition, any amendments to this Code (other than technical, administrative orother non-substantive amendments) shall be publicly disclosed on a timelybasis, to the extent required by applicable rules and regulations of the SEC.

 

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