**Exhibit 14.1**

 

**Medis Technologies Ltd.**

**Code of Ethical Conduct for ExecutiveOfficers andFinancial Managers**

 

**Policy**

 

**It is the Policy of Medis Technologies Ltd. that its executive officersand financial managers carry-out their responsibilities in an honest andethical manner with a high degree of integrity.  The conduct of the Company’s executive officers and financialmanagers should set an example for others in the organization.  This code of conduct seeks to promote thefollowing principles, which the Company endorses:**

 

**•**                  Honest and ethical conduct, including the ethical handling of actual orapparent conflicts of interest between personal and professional relationships,

 

**•**                  Full, fair, accurate, timely and understandable disclosure in periodicreports required to be filed by the Company,

 

**•**                  Compliance with applicablegovernment rules and regulations.

 

**Individual Certification**

 

**In my role as an executive officer and/or financial manager of MedisTechnologies Ltd.,**

 

I recognize that executiveofficers****and****financial managers hold an important andelevated role in corporate governance. I am uniquely capable and empowered to ensure that stakeholders’interests are appropriately balanced, protected and preserved. Accordingly,this Code provides principles to which executive officers and financialmanagers are expected to adhere and advocate, consistent with the principlesdelineated above. The Code embodies rules regarding individual and peer responsibilities,as well as responsibilities to the Company, the public and other stakeholders.

 

I certify to you that I adhereto and advocate the following principles and responsibilities governing myprofessional and ethical conduct.

 

To the best of my knowledge andability:

 

1.               I act with honestyand integrity, avoiding actual or apparent conflicts of interest in personaland professional relationships.

 

2.               I provideconstituents with information that is accurate, complete, objective, relevant,timely and understandable.

 

3.               I comply with applicable rules andregulations of federal, state, provincial and local governments, and otherappropriate private and public regulatory agencies.

 

4.               I act in good faith, responsibly, withdue care, competence and diligence, without misrepresenting material facts orallowing my independent judgment to be subordinated.

 

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5.               I respect theconfidentiality of information acquired in the course of my work except whenauthorized or otherwise legally obligated to disclose. Confidential informationacquired in the course of my work is not used for personal advantage.

 

6.               I share knowledgeand maintain skills important and relevant to my constituents’ needs.

 

7.               I proactivelypromote ethical behavior as a responsible partner among peers in my workenvironment and community.

 

8.               I achieve responsibleuse of and control over all assets and resources employed or entrusted to me.

 

9.               If I become awareof a violation of this Code or any other breach of ethics, I shall promptlyreport such matter directly to any member of senior management and/or the auditcommittee of the board of directors of the Company.

 

10.         I will be accountable foradhering to this Code.

 

 
|       |   |
|------------|--------|
| Signature  |
| Name**:**  |
| Title**:** |
| Date:      |

 

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