Exhibit
      11.1





**VUANCE
      LTD.**


**CORPORATE
        CODE OF CONDUCT AND ETHICS**




This
      Corporate Code of Conduct and Ethics, referred to as the “Code,” is intended to
      provide our associates, as defined below, with a clear understanding of the
      principles of business conduct and ethics that are expected of them and to
      ensure:


·
            the
                ethical handling of conflicts of interest between personal and
                professional relationships;


·
            full,
                fair, accurate, timely and understandable disclosure in the reports
                required to be filed by the company with the Securities and Exchange
                Commission and in other public communications made by the company;
                and


·
            compliance
                with applicable governmental laws, rules and
                regulations.


The
      standards set forth in the Code apply to us all. Every associate of the Company
      has to comply with the Code as a condition of his or her relationship with
      the
      Company. The term “associate” means every full and part-time employee of the
      Company and its subsidiaries, all members of the Company’s senior management,
      including the Company’s Chief Executive Officer and Chief Financial Officer, and
      every member of the Company’s Board of Directors, even if such member is not
      employed by the Company.




It
      is our
      responsibility to conduct ourselves in an ethical business manner and also
      to
      ensure that others do the same. If any one of us violates these standards,
      he or
      she can expect a disciplinary response, up to and including termination of
      any
      employment or other relationship with the Company, and possibly other legal
      action. If any breach of the Code is known to you, you are encouraged to report
      it to the Corporate Compliance Officer. By doing so, we ensure that the good
      faith efforts of all of us to comply with the Code are not
      undermined.




The
      Chief
      Financial Officer is designated by the Board and can be nominated and changed
      with a Board resolution. The Board has designated the Chief Financial Officer
      the Corporate Compliance Officer.




The
      standards set forth in this Code are guidelines that should govern our conduct
      at all times. If you are confronted with situations not covered by this Code,
      or
      have questions regarding the matters that are addressed in the Code, you are
      urged to consult with the Corporate Compliance Officer.




The
      provisions of the Code regarding the actions the Company will take are
      guidelines which the Company intends to follow. There may be circumstances,
      however, that in the Company’s judgment require different measures or actions
      and in such cases it may act accordingly while still attempting to fulfill
      the
      principles underlying this Code




I
            **CONFLICTS
                OF INTEREST**


Associates
      should avoid any situation that may involve, or even appear to involve, a
      conflict between their personal interests and the interests of the Company.
      In
      dealings with current or potential customers, suppliers, contractors, and
      competitors, each associate should act in the best interests of the Company
      to
      the exclusion of personal advantage. Associates and their immediate family
      members are prohibited from any of the following activities which could
      represent an actual or perceived conflict of interest:








·
            Having
                a significant financial interest in, or obligation to any outside
                enterprise which does or seeks to do business with the Company or
                which is
                an actual or potential competitor of the
                Company.


·
            Serving
                as a director, officer or in any other management or consulting capacity
                for any actual or potential competitor of the Company or engaging
                in
                activities that are directly competitive with those in which the
                Company
                is engaged.


·
            Conducting
                a significant amount of business on the Company’s behalf with an outside
                enterprise which does or seeks to do business with the Company if
                an
                immediate family member of the associate is a principal, officer
                or
                employee of such enterprise.


·
            Using
                any Company property or information or his or her position at the
                Company
                for his or her personal gain or diverting a business opportunity
                from the
                Company for personal benefit.


·
            Receiving
                any loan or advance from the Company, or be the beneficiary of a
                guarantee
                by the Company of a loan or advance from a third party, except for
                customary advances or corporate credit in the ordinary course of
                business
                or approved by the Audit Committee and the Corporate Compliance
                Officer.


·
            In
                addition, the Audit Committee of the Board will review and approve
                all
                related-party transactions, as required by the Securities and Exchange
                Commission, any exchange or market upon which the Company’s securities are
                listed or quoted, or any other regulatory body to which the Company
                is
                subject.





II
            **FULL
                AND FAIR DISCLOSURE**





Because
      the integrity of the Company’s external reports to shareholders and authorities
      such as the Securities and Exchange Commission depends on the integrity of
      the
      Company’s internal reports and record-keeping, all associates must adhere to the
      highest standards of care with respect to our internal records and reporting.
      The Company is committed to full, fair, accurate, timely, and understandable
      disclosure in the periodic reports required to be filed by it with authorities
      such as the Securities and Exchange Commission, and it expects each associate
      to
      work diligently towards that goal.




**A**
              **Accurate
                  Records and
                  Reporting**





Under
      law, the Company is required to keep books, records and accounts that accurately
      and fairly reflect all transactions, dispositions of assets and other events
      that are the subject of specific regulatory record keeping requirements,
      including generally accepted accounting principles and other applicable rules,
      regulations and criteria for preparing financial statements and for preparing
      periodic reports filed with authorities such as the Securities and Exchange
      Commission. All Company reports, accounting records, sales reports, expense
      accounts, invoices, purchase orders, and other documents must accurately and
      clearly represent the relevant facts and the true nature of transactions.
      Reports and other documents should state all material facts of a transaction
      and
      not omit any information that would be relevant in interpreting such report
      or
      document. Under no circumstance may there be any unrecorded liability or fund
      of
      the Company, regardless of the purposes for which the liability or fund may
      have
      been intended, or any improper or inaccurate entry knowingly made on the books
      or records of the Company. No payment on behalf of the Company may be approved
      or made with the intention, understanding or awareness that any part of the
      payment is to be used for any purpose other than that described by the
      documentation supporting the payment. In addition, intentional accounting
      misclassifications (e.g., expense versus capital) and improper acceleration
      or
      deferral of expenses or revenues are unacceptable reporting practices that
      are
      expressly prohibited.





2





The
      Company has developed and maintains a system of internal controls to provide
      reasonable assurance that transactions are executed in accordance with
      management’s authorization, are properly recorded and posted, and are in
      compliance with regulatory requirements. The system of internal controls within
      the Company includes written policies and procedures, budgetary controls,
      supervisory review and monitoring, and various other checks and balances, and
      safeguards such as password protection to access certain computer systems.
      The
      Company has also developed and maintains a set of disclosure controls and
      procedures to ensure that all of the information required to be disclosed by
      the
      Company in the reports that it files or submits under the Securities Exchange
      Act is recorded, processed, summarized and reported within the time periods
      specified by the Securities and Exchange Commission’s rules and forms.
      Associates are expected to be familiar with, and to adhere strictly to, these
      internal controls and disclosure controls and procedures.




**B**
            **Document
                Retention**




Applicable
      laws and regulations require the proper retention of many categories of records
      and documents that are commonly maintained by companies. In consideration of
      those legal requirements and the Company’s business needs, all associates must
      maintain records in accordance with the legal requirements.


In
      addition, any record, in paper or electronic format, relevant to a threatened,
      anticipated or actual internal or external inquiry, investigation, matter or
      lawsuit may not be discarded, concealed, falsified, altered, or otherwise made
      unavailable, once an associate has become aware of the existence of such
      threatened, anticipated or actual internal or external inquiry, investigation,
      matter or lawsuit. Associates must handle such records in accordance with the
      legal requirements.


When
      in
      doubt regarding retention of any record, an associate must not discard or alter
      the record in question and should seek guidance from the Corporate Compliance
      Officer.





III
            **FAIR
                DEALING WITH CUSTOMERS, SUPPLIERS, COMPETITORS, AND
                ASSOCIATES**





The
      Company does not seek to gain any advantage through the improper use of favors
      or other inducements. Good judgment and moderation must be exercised to avoid
      misinterpretation and adverse effect on the reputation of the Company or its
      associates. Offering, giving, soliciting or receiving any form of bribe to
      or
      from an employee of a customer or supplier to influence that employee’s conduct
      is strictly prohibited.




**A.**
            **Giving
                Gifts**





Cash
      or
      cash-equivalent gifts must not be given by an associate to any person or
      enterprise. Gifts, favors and entertainment may be given to non-governmental
      employees if what is given:


·
            is
                consistent with customary business
                practice;


·
            is
                not excessive in value and cannot be construed as a bribe or
                pay-off;


·
            is
                not in violation of applicable law or ethical standards;
                and


·
            will
                not embarrass the Company or the associate if publicly
                disclosed.





See
      also
      subsection E below for considerations relating to gifts to foreign officials
      and
      Section IV. B below for considerations relating to gifts to government
      employees.





**B.**
            **Receiving
                Gifts**





Gifts,
      favors, entertainment or other inducements may not be accepted by associates
      or
      members of their immediate families from any person or organization that does
      or
      seeks to do business with, or is a competitor of, the Company, except as common
      courtesies usually associated with customary business practices. If the gift
      is
      of more than token value, the Corporate Compliance Officer must approve its
      acceptance. An especially strict standard applies when suppliers are involved.
      If a gift unduly influences or makes an associate feel obligated to “pay back”
the other party with business, receipt of the gift is unacceptable. It is never
      acceptable to accept a gift in cash or cash equivalent.


3





**C.**
            **Unfair
                Competition**





Applicable
      laws and regulations dictate what can and what cannot be done in a competitive
      environment. The following practices can lead to liability for “unfair
      competition” and should be avoided. They are violations of the
      Code.





Disparagement
      of Competitors. It is not illegal to point out weaknesses in a competitor’s
      service, product or operation; however, associates may not spread false rumors
      about competitors or make misrepresentations about their businesses. For
      example, an associate may not pass on anecdotal or unverified stories about
      a
      competitor’s products or services as the absolute truth (e.g., the statement
      that “our competitors’ diagnostic testing procedures have poor quality
      control”).





Disrupting
      a Competitor’s Business. This includes bribing a competitor’s employees, posing
      as prospective customers or using deceptive practices such as enticing away
      employees in order to obtain secrets or destroy a competitor’s organization. For
      example, it is not a valid form of “market research” to visit a competitor’s
      place of business posing as a customer.





Misrepresentations
      of Price and Product. Lies or misrepresentations about the nature, quality
      or
      character of the Company’s services and products are both illegal and contrary
      to Company policy. An associate may only describe our services and products
      based on their documented specifications, not based on anecdote or his or her
      belief that our specifications are too conservative.





**D.**
            **Antitrust
                Concerns**




The
      Company is subject to antitrust laws and regulations in the jurisdictions where
      it does business that are intended to ensure that competition is the primary
      regulator of business activity. These laws and regulations prohibit many kinds
      of formal or informal understandings, agreements, and plans which involve
      prices, territories, market share or customers to be served. As a result, every
      corporate decision that involves customers, competitors, and business planning
      with respect to output, sales and pricing raises antitrust issues. Compliance
      with applicable antitrust laws is in the public interest, in the interest of
      the
      business community at large, and in our Company’s interest.





Failing
      to recognize antitrust risk is costly. Antitrust litigation can be very
      expensive and time-consuming. Moreover, violations of the antitrust laws can,
      among other things, subject you and the Company to the imposition of
      injunctions, treble damages, and heavy fines. Criminal penalties may also be
      imposed, and individual employees can receive heavy fines or even be imprisoned.
      For this reason, antitrust compliance should be taken seriously at all levels
      within the Company.





**E.**
            **Unfair
                Practices in International Business**




Applicable
      laws and regulations prohibit associates from making certain gifts to foreign
      officials. “Foreign officials” may include not only persons acting in an
      official capacity on behalf of a foreign government, agency, department or
      instrumentality, but also representatives of international organizations,
      foreign political parties and candidates for foreign public office. A gift
      may
      be prohibited if it is made for the purpose of:





·
            Influencing
                any act or decision of a foreign official in his official capacity;





·
            Inducing
                a foreign official to do or omit to do any act in violation of his
                lawful
                duty;


4





·
            Inducing
                a foreign official to use his position to affect any decision of
                the
                government; or





·
            Inducing
                a foreign official to secure any improper
                advantage.





A
      gift is
      still prohibited even when paid through an intermediary. Any associate who
      has
      any questions as to whether a particular gift might be prohibited, please
      contact the Corporate Compliance Officer.





**IV.**
            **GOVERNMENT
                RELATIONS**




Associates
      must adhere to the highest standards of ethical conduct in all relationships
      with government employees and must not improperly attempt to influence the
      actions of any public official.




A.
            **Government
                Procurement**





Many
      national and local governments have adopted comprehensive laws and regulations
      governing their purchases of products from private contractors. These laws
      and
      regulations are intended to assure that governmental entities receive pricing,
      terms, and conditions equivalent to those granted to the Company’s most favored
      commercial customers and that there is full and open competition in contracting.
      When selling products or services to government procurement agencies, the
      Company is accountable for complying with all applicable procurement laws,
      regulations, and requirements. Certifications to, and contracts with, government
      agencies are to be signed by a Company associate authorized by the Managing
      Board to sign such documents, based upon knowledge that all requirements have
      been fully satisfied.




B.
            **Payments
                to Officials**





Payments
      or gifts shall not be made directly or indirectly to any government official
      or
      associate if the gift or payment is illegal under the laws of the country having
      jurisdiction over the transaction, or if it is for the purpose of influencing
      or
      inducing the recipient to do, or omit to do, any act in violation of his or
      her
      lawful duty. Under no circumstances should gifts be given to employees of the
      United States Government.




**C.**
            **Political
                Contributions**





Company
      funds, property or services may not be contributed to any political party or
      committee, or to any candidate for or holder of any office of any government.
      This policy does not preclude, where lawful, Company expenditures to support
      or
      oppose public referendum or separate ballot issues, or, where lawful and when
      reviewed and approved in advance by the Corporate Compliance Officer, the
      formation and operation of a political action committee.





**V.**
            **COMPLIANCE
                WITH LAWS, RULES AND
                REGULATIONS**




**A.**
            **Insider
                Trading Policy**




The
      Company expressly forbids any associate from trading on material non-public
      information or communicating material non-public information to others in
      violation of the law. This conduct is frequently referred to as “insider
      trading.” This policy applies to every associate of the Company and extends to
      activities both within and outside their duties to the Company, including
      trading for a personal account. An associate may also become a temporary insider
      of another Company with which our Company has a contractual relationship, to
      which it has made a loan, to which it provides advice or for which it performs
      other services.


5





Trading
      on inside information is not a basis for liability unless the information is
      material. This is information that a reasonable investor would consider
      important in making his or her investment decisions, or information that is
      likely to have a significant effect on the price of a Company’s
      securities.





Information
      is non-public until it has been effectively communicated to the marketplace.
      Tangible evidence of such dissemination is the best indication that the
      information is public. For example, information found in a report filed with
      the
      Securities and Exchange Commission or appearing in a national newspaper would
      be
      considered public. Each associate should be familiar with and abide by the
      Company’s Insider Trading Policy. A copy of this policy is available from the
      Human Resources Department or on the Company’s intranet site.





**B.**
            **Equal
                Employment Opportunity**




The
      Company makes employment-related decisions without regard to a person’s race,
      color, religious creed, age, sex, sexual orientation, marital status, national
      origin, ancestry, present or past history of mental disorder, mental
      retardation, learning disability or physical disability, including, but not
      limited to, blindness and genetic predisposition, or any other factor unrelated
      to a person’s ability to perform the person’s job. “Employment decisions”
generally mean decisions relating to hiring, recruiting, training, promotions
      and compensation, but the term may encompass other employment actions as well.
      The Company encourages its associates to bring any problem, complaint or concern
      regarding any alleged employment discrimination to the attention of the Human
      Resources Department. Associates who have concerns regarding conduct they
      believe is discriminatory should also feel free to make any such reports to
      the
      Corporate Compliance Officer.





**C.**
            **Sexual
                Harassment Policy**




The
      Company is committed to maintaining a collegial work environment in which all
      individuals are treated with respect and dignity and which is free of sexual
      harassment. In keeping with this commitment, the Company will not tolerate
      sexual harassment of associates by anyone, including any supervisor, co-worker,
      vendor, client or customer, whether in the workplace, at assignments outside
      the
      workplace, at Company-sponsored social functions or elsewhere. Each associate
      should contact the Human Resources Department if he requires further
      information.





**D.**
            **Health,
                Safety & Environment
                Laws**




Health,
      safety, and environmental responsibilities are fundamental to the Company’s
      values. Associates are responsible for ensuring that the Company complies with
      all provisions of the health, safety, and environmental laws of the United
      States and of other countries where the Company does business. The penalties
      that can be imposed against the Company and its associates for failure to comply
      with health, safety, and environmental laws can be substantial, and include
      imprisonment and fines.





**VI.**
            **REPORTING
                VIOLATIONS UNDER THE CODE: NON-RETALIATION
                POLICY**




Any
      associate of the Company having any information or knowledge regarding the
      existence of any violation or suspected violation of the Code may report the
      violation or suspected violation to the Corporate Compliance Officer. The
      Company will endeavor to keep reports confidential to the fullest extent
      practicable under the circumstances.


Any
      associate who reports a suspected violation under the Code by the Company,
      or
      its agents acting on behalf of the Company, to the Corporate Compliance Officer,
      may not be fired, demoted, reprimanded or otherwise harmed for, or because
      of,
      the reporting of the suspected violation, regardless of whether the suspected
      violation involves the associate, the associate’s supervisor or senior
      management of the Company.


In
      addition, any associate who reports a suspected violation under the Code which
      the associate reasonably believes constitutes a violation of a federal statute
      by the Company, or its agents acting on behalf of the Company, to a federal
      regulatory or law enforcement agency, may not be reprimanded, discharged,
      demoted, suspended, threatened, harassed or in any manner discriminated against
      in the terms and conditions of the associate’s employment for, or because of,
      the reporting of the suspected violation, regardless of whether the suspected
      violation involves the associate, the associate’s supervisor or senior
      management of the Company.


6





**VII.**
            **QUESTIONS
                UNDER THE CODE AND WAIVER
                PROCEDURES**




Associates
      are encouraged to consult with the Corporate Compliance Officer about any
      uncertainty or questions they may have under the Code. If any situation should
      arise where a course of action would likely result in a violation of the Code
      but for which the associate thinks that a valid reason for the course of action
      exists, the associate should contact the Corporate Compliance Officer to obtain
      a waiver **prior
      to the time the action is taken. No waivers will be granted after the fact
      for
      actions already taken.** Except
      as noted below, the Corporate Compliance Officer will review all the facts
      surrounding the proposed course of action and will determine whether a waiver
      from any policy in the Code should be granted.





*Waiver
      Procedures for Executive Officers and Directors* .
      Waiver
      requests by an executive officer or member of the Board shall be referred by
      the
      Corporate Compliance Officer, with his or her recommendation, to the Board
      or a
      committee thereof for consideration. If either (i) a majority of the independent
      directors on the Board, or (ii) a committee comprised solely of independent
      directors agrees that the waiver should be granted, it will be granted. The
      Company will disclose the nature and reasons for the waiver on its next Form
      20-F to be filed with the Securities and Exchange Commission or otherwise as
      required by the Securities and Exchange Commission. If the Board denies the
      request for a waiver, the waiver will not be granted and the associate may
      not
      pursue the intended course of action.





**It
      is the Company’s policy only to grant waivers from the Code in limited and
      compelling circumstances.**


7