Exhibit
      14.1





**INTERNAL
      HYDRO INTERNATIONAL INC.**





CODE
      OF
      ETHICS FOR PRINCIPAL EXECUTIVE


AND
      SENIOR FINANCIAL OFFICERS








I.  INTRODUCTION
      AND PURPOSE





This
      Code
      of Ethics for Principal Executive and Senior Financial Officers (hereinafter
      referred to as the "Code") helps maintain Internal Hydro International Inc.'s
      (hereinafter referred to as the "Company") standards of business conduct and
      ensures compliance with legal requirements, specifically, but not limited to,
      Section 406 of the Sarbanes-Oxley Act of 2002 and SEC rules promulgated
      thereunder.





In
      addition to securing compliance with legal requirements, the purpose of the
      Code
      is to deter wrongdoing and promote ethical conduct, and full, fair, accurate,
      timely, and understandable disclosure of financial information in the periodic
      reports of the Company. The matters covered in this Code are of the utmost
      importance to the Company, our stockholders and our business partners, and
      are
      essential to our ability to conduct our business in accordance with our stated
      values.





Financial
      executives hold an important and elevated role in corporate governance and
      are
      uniquely capable and empowered to ensure that stockholders' interests are
      appropriately balanced, protected and preserved. Accordingly, this Code provides
      principles to which financial executives are expected to adhere and advocate.
      This Code embodies rules regarding individual and peer responsibilities, as
      well
      as responsibilities to the company, the public and others.





II.  APPLICATION





This
      Code
      is applicable to the following persons (hereinafter referred to as the
      "Officers"):





1.  The
      Company's principal executive officers;


2.  The
      Company's principal financial officers;


3.  The
      Company's principal accounting officer or controller; and


4.  Persons
      performing similar functions.





III.  CODE
      OF
      ETHICS:





Each
      Officer shall adhere to and advocate the following principles and
      responsibilities governing professional and ethical conduct:





1.
            Act
                with honesty and integrity, avoiding actual or apparent conflicts
                of
                interest in personal and professional
                relationships.


2.
            Provide
                information that is full, fair, accurate, complete, objective, relevant,
                timely, and understandable to the Company's Board of Directors, the
                Securities and Exchange Commission, the Company's stockholders, and
                the
                public.


3.
            Comply
                with applicable governmental laws, rules, and
                regulations.


4.
            Act
                in good faith, responsibly, with due care, competence and diligence,
                without misrepresenting material facts or allowing your independent
                judgment to be subordinated.


5.
            Take
                all reasonable measures to protect the confidentiality of non-public
                information about the Company acquired in the course of your work
                except
                when authorized or
                otherwise
                  legally obligated to disclose such information and to not use such
                  confidential information for personal
                  advantage.


6.
            Assure
                responsible use of and control over all assets and resources employed
                or
                entrusted to you.


7.
            Promptly
                report to the Chairman of the Board of
                Directors:





a.
            any
                information you may have regarding any violation of this
                Code;


b.
            any
                actual or apparent conflict of interest between personal and/or
                professional relationships involving management or any other employee
                with
                a role in financial reporting disclosures or internal
                controls;


c.
            any
                information you might have concerning evidence of a material violation
                of
                the securities or other laws, rules or regulations applicable to
                the
                Company and its operations;


d. significant
      deficiencies in the design or operation of internal controls that could
      adversely affect the Company's ability to record, process, summarize or report
      financial data; or


e. any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the Company's financial reporting, disclosures or
      internal controls.





IV.  REPORTING
      PROCEDURE, PROCESS AND ACCOUNTABILITY





As
      discussed above, Officers shall promptly report any violation of this Code
      to
      the Chairman of the Board of Director’s.





Reports
      of violations under this Code received by the Chairman of the Board of Directors
      shall be investigated by the entire Board of Directors.





In
      the
      event of a finding that a violation of this Code has occurred, appropriate
      action shall be taken that is reasonably designed to deter wrongdoing and to
      promote accountability for adherence to this Code, and may include written
      notices to the individual involved of the determination that there has been
      a
      violation, censure by the Board, demotion or re-assignment of the individual
      involved, suspension with or without pay or benefits, and up to and including,
      if appropriate, termination of the individual's employment. In determining
      what
      action is appropriate in a particular case, the Board of Directors (or the
      independent directors of the Board as the case may be) shall take into account
      all relevant information, including the nature and severity of the violation,
      whether the violation was a single occurrence or repeated occurrences, whether
      the violation appears to have been intentional or inadvertent, whether the
      individuals in question had been advised prior to the violation as to the proper
      course of action and whether or not the individual in question had committed
      other violations in the past.





V.  ANONYMOUS
      REPORTING





Any
      violation of this Code and any violation by the Company or its directors or
      officers of the securities laws, rules, or regulations, or other laws, rules,
      or
      regulations applicable to the Company may be reported to the Chairman of the
      Board of Directors anonymously.





VI.  NO
      RETALIATION





It
      is
      against the Company's policy to retaliate in any way against an Officer for
      good
      faith reporting of violations of this Code.





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VII.  WAIVER
      AND AMENDMENT





The
      Company is committed to continuously reviewing and updating its policies and
      procedures. Therefore, this Code is subject to modification. Any amendment
      or
      waiver of any provision of this Code must be approved in writing by the
      Company's Board of Directors and promptly disclosed pursuant to applicable
      laws
      and regulations.





VIII.  ACKNOWLEDGMENT
      OF RECEIPT OF CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL
      OFFICERS





I
      have
      received and read the Company's Code of Ethics for Principal Executive and
      Senior Financial Officers (the "Code"). I understand the standards and policies
      contained in the Code and understand that there may be additional policies
      or
      laws applicable to my job. I agree to comply with the Code in all
      respects.





If
      I have
      questions concerning the meaning or application of the Code, any Company
      policies, or the legal and regulatory requirements applicable to my job, I
      know
      that I can consult with the Chairman of the Board of Directors, knowing that
      my
      questions or reports will remain confidential to the fullest extent
      possible.





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





___________________________


Officer
      Name





___________________________


Signature





___________________________


Date














Please
      sign and return this form to the Company's Chairman of the Board of
      Directors.





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