Exhibit
      14.1





X ē dar
      Corporation





CODE
      OF
      ETHICS FOR SENIOR OFFICERS





EFFECTIVE
      AS OF February 9, 2007.





This
      Code
      Ethics for Senior Officers (the “Code of Ethics”) applies to all senior officers
      (collectively, “Covered Persons”) of X ē dar
      Corporation ( the “Company”). This Code of Ethics is being adopted to deter
      wrongdoing and to promote:





(i)
            honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships;





(ii)
            avoidance
                of conflicts of interest, including disclosure to an appropriate
                person or
                persons identified in the Code of Ethics of any material transaction
                or
                relationship that reasonably could be expected to give rise to such
                a
                conflict;





(iii)
            full,
                fair, accurate, timely, and understandable disclosure in reports
                and
                documents that the Company files with, or submits to, the Securities
                and
                Exchange Commission and in other public communications made by the
                Company;





(iv)
            compliance
                with all applicable governmental laws, rules and regulations;





(v)
            the
                prompt internal reporting of Code of Ethics violations to an appropriate
                person or persons identified in the Code of Ethics;
                and





(vi)
            accountability
                for adherence to the Code of
                Ethics.





This
      Code
      of Ethics does not summarize all laws, rules and regulations applicable to
      the
      Company and its directors, officers and employees. As noted above, the Company
      is required to monitor and audit the effectiveness of this Code of Ethics.
      If
      you have any questions regarding this Code of Ethics, please consult with the
      Company’s Audit Committee. You are also encouraged to bring any matter to the
      Board of Directors, or any individual member thereof, anonymously,
      confidentially or otherwise.





**1.**
            **Each
                Covered Person must avoid any transaction or arrangement that would
                create
                a conflict of interest or the appearance of a conflict of interest
                between
                personal and professional relationships**.





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All
      Covered Persons should be scrupulous in avoiding a conflict of interest or
      the
      appearance of a conflict of interest with regard to the Company’s interests. A
      conflict of interest exists whenever an individual’s private interest interferes
      or conflicts in any way, or appears to interfere or conflict, with the interests
      of the Company. A conflict of interest can arise when a Covered Person takes
      actions or has interests that may make it difficult to perform his or her
      Company work objectively and effectively. Conflicts of interest may also arise
      when a Covered Person, or members of his or her family, receives improper
      personal benefits as a result of his or her position in the Company, whether
      received from the Company or a third party. A conflict of interest can also
      arise when a family member is involved in a transaction or arrangement that
      in
      any way casts doubt upon the Covered Person’s independence. A “family member”
includes a Covered Person’s spouse, parents, children, siblings, mothers and
      fathers-in-law, sons and daughters-in-law, brothers-in-law, and anyone (other
      than an employee of the Company) who shares the Covered Person’s home. Loans to
      or guarantees of obligations of, Covered Persons and their respective family
      members may create conflicts of interest. Federal law prohibits loans to
      directors and executive officers of public reporting companies.





Conflicts
      of interest are prohibited as a matter of Company policy, except with the
      express written approval of or under guidelines approved by the Board of
      Directors or an authorized committee of the Board of Directors. Conflicts of
      interest may not always be clear-cut, so if you have a question, you should
      consult with the Company’s Audit Committee. Any Covered Person who becomes aware
      of a conflict or potential conflict should bring it to the attention of a
      supervisor, manager or other appropriate personnel or consult the procedures
      described in this Code of Ethics.





**2.**
            **Covered
                Persons may only accept items of nominal value as gifts from the
                Company
                or any individual or entity that is involved or seeks to become involved
                in a business relationship with the
                Company.**





Neither
      you nor any member of your family may solicit or accept from a supplier or
      client money or a gift that could influence or could reasonably give the
      appearance of influencing the Company’s business relationship with that supplier
      or client. Business gifts to Covered Persons must be inexpensive, unsolicited
      and not given with the objective of influencing the Covered Person’s judgment.
      It is acceptable for a Covered Person to accept modest meals or other
      inexpensive forms of entertainment from individuals or entities that are
      involved or seek to become involved in a business relationship with the Company
      as long as these items are not provided in order to influence the Covered
      Person’s business judgment or decision. Under no circumstances is a covered
      Person permitted to accept payments, loans, kickbacks, bribes, special
      privileges or services from anyone. If there are any questions or borderline
      issues, Covered Persons should discuss them with the Company’s Audit
      Committee.


**3.**
              **Relationships with Government
                Employees**


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Acceptable
      practices in the commercial business environment, such as providing education,
      transportation, meals, entertainment or other things of value, may be entirely
      unacceptable, and may even violate certain federal, state, local or foreign
      laws
      and regulations, when we are dealing with government employees or those who
      act
      on the government’s behalf. Therefore, you must be aware of, and adhere to, the
      relevant laws and regulations governing relations between government employees
      and clients and suppliers in every country where you conduct
      business.





You
      must
      not give a gift to an official or an employee of a governmental entity if doing
      so could reasonably be construed as having any connection with the Company’s
      business relationship.





**4.**
            **All
                Covered Persons are responsible for maintaining accurate financial
                records
                for the Company.**





Covered
      Persons must closely adhere to the following accounting guidelines:





(i)
            All
                assets, liabilities and transactions of the Company should be accurately
                recorded in accordance with the Company’s record keeping procedures and
                generally accepted accounting
                principles;





(ii)
            No
                false or misleading entries are permitted to be knowingly made or
                caused
                to be made in the Company’s record books, even if such entries would not
                be material to the Company or its operations as a whole;
                and





(iii)
            Any
                entries that are inaccurate, false or irregular should be promptly
                reported to the Audit Committee for an immediate corrective
                action.





**5.**
            **Covered
                Persons must recognize that confidential information is an asset
                of the
                Company, and must refrain from using inside information to their
                personal
                advantage.**





Covered
      Persons must maintain the confidentiality of information entrusted to them
      by
      the Company or its customers or suppliers, except when disclosure is authorized
      or legally mandated. Confidential information includes all non-public
      information that might be of use to competitors, or harmful to the Company
      or
      its customers or suppliers, if disclosed. Covered Persons must refrain from
      discussing the Company’s confidential information in public areas, such as in
      airplanes and restaurants and at public pay phones, and in non-private Company
      areas, such as the fitness center and elevators. Employees must be particularly
      careful not to transfer outside the Company any confidential information to
      any
      media representatives. All inquiries should be referred to the Audit
      Committee.





Covered
      Persons are prohibited from engaging in insider trading transactions. At its
      core, the prohibition against insider trading focuses on the buying, selling
      or
      trading in securities using non-public information. The prohibition applies
      to
      securities of the





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Company
      as well as to securities of customers and suppliers of the Company, or any
      entity with which the Company has a business relationship. In addition to
      refraining from using inside information in making their own investment
      decisions, Covered Persons should also avoid discussing the inside information
      with friends or family members (whether at home or in the public) or mailing
      or
      faxing inside information to outside sources unless appropriate confidentiality
      agreements are in place to ensure that material, non-public information is
      not
      used improperly.





**6.**
            **The
                conduct of Covered Persons should be governed by the highest standards
                of
                integrity and fairness.**





Covered
      Persons should avoid those situations in which outside personal interests
      conflict with the Company’s business. These situations include, but are not
      limited to, the following:





(i)
            Ownership
                by a Covered Person, or a member of his or her immediate family,
                of a
                material financial interest in any outside enterprise that is involved
                or
                seeks to become involved in a business relationship with the
                Company;





(ii)
            Ownership
                by a Covered Person, or a member of his or her immediate family,
                of a
                material financial interest in any outside enterprise that competes
                for
                business with the Company;





(iii)
            Outside
                employment of a Covered Person, or a member of his or her immediate
                family, whether as a consultant, director, officer, employee or
                independent contractor, with an entity that is involved or seeks
                to become
                involved in a business relationship with the Company;
                or





(iv)
            Appointment
                of a Covered Person, or a member of his or her immediate family,
                to a
                public office, board or commission that may create an appearance
                of a
                conflict of interest between the goals and purposes of that organization
                and the Company’s business. Such appointment would include a “public
                service” organization or a not-for-profit
                organization.




**7.**
              **Covered
                  Persons must protect and properly use the Company’s
                  assets.**
 Covered
        Persons should protect the Company’s assets and ensure their efficient use.
        Theft, carelessness, and waste have a direct impact on the Company’s
        profitability. No Company assets shall be diverted from legitimate business
        purposes. Incidental personal use of the Company’s electronic mail and telephone
        systems is not prohibited under this policy. However, personal messages on
        the
        Company’s computer and telephone systems are Company property. Covered Persons,
        therefore, should have no expectation of personal privacy in connection with
        the
        use of these resources.








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**8.**
              **Covered
                  Persons must not take for themselves opportunities that they discover
                  while working for the Company, or use corporate information for
                  personal
                  gain**.
 Covered
        Persons should endeavor to deal fairly with the Company’s customers, suppliers,
        competitors, officers and employees. Covered Persons must not (i) take personal
        advantage of a situation or knowledge acquired through the use of his or
        her
        position, if the situation or knowledge could be used for the Company’s benefit;
        (ii) use his or her position or Company information for personal gain; or
        (iii)
        compete with the Company. Covered Persons owe a duty to the Company to advance
        the Company’s interests whenever the opportunity arises.





**9.**
            **In
                preparing periodic reports that are to be filed with the Securities
                and
                Exchange Commission and other public communications, Covered Persons
                should take all steps necessary to ensure full, fair, accurate, timely
                and
                complete disclosure.**





Federal
      securities laws require the Company to file various periodic reports with the
      Securities and Exchange Commission. Covered persons are to exercise the highest
      standard of care in preparing such reports and documents and other public
      communications. It is Company policy to make full, fair, accurate, timely and
      understandable disclosure in compliance with all applicable laws and regulations
      in all required periodic reports and in all other public communications made
      by
      the Company. Failure to correct an error or omission of a mistake is considered
      inappropriate and will be subject to applicable laws and Company disciplinary
      procedures for providing incorrect or misleading information.





**10.**
            **Covered
                Persons must comply with all laws and regulations that apply to the
                Company’s business.**





All
      Covered Persons should understand those laws that apply to them in the
      performance of their duties and ensure that their decisions and actions are
      conducted in conformity with those laws. Any violation of the applicable laws
      can subject the Company or the implicated Covered person to liability. Any
      inquiries relating to compliance with applicable laws and regulations should
      be
      directed to the Company’s Audit Committee. Additionally, Covered Persons should
      respect the rights and property of others, including competitors, including
      intangible items such as patents, copyrights, and proprietary
      information.




**11.**
              **Covered Persons must report illegal or unethical
                behavior.**


Covered
      Persons are encourage to talk to their immediate supervisor, the Chief Executive
      Officer or a Board Member or about observed illegal or unethical behavior and,
      when in doubt, about the best course of action in a particular situation.
      Covered Persons who are concerned that violations of this Code of Ethics or
      that
      other illegal or unethical conduct by employees, officers or directors of the
      Company have occurred or may occur should





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contact
      their immediate supervisor, the Chief Executive Officer or a Board Member.
      If
      they do not believe it appropriate or are not comfortable approaching their
      supervisors or superiors about their concerns or complaints, then they may
      contact either the Company’s Audit Committee or Board of Directors. If their
      concerns or complaints require confidentiality, including keeping their identity
      anonymous, then this confidentiality will be protected, subject to applicable
      law, regulation or legal proceedings.


**12.** **The
      Company will not permit retaliation against Covered
      Persons.**





The
      Company will not permit retaliation of any kind by or on behalf of the Company
      and its employees, officers and directors against good faith reports or
      complaints of violations of this Code of Ethics or other illegal or unethical
      conduct.





**13.** **Enforcement
      of this Code of Ethics.**





The
      Board
      of Directors shall determine appropriate actions to be taken in the event of
      violations of this Code of Ethics. Such actions shall be reasonably designed
      to
      deter wrongdoing and to promote accountability for adherence to the Code of
      Ethics. In determining what action is appropriate in a particular case, the
      Board of Directors shall take into account all relevant information, including
      the nature and severity of the violation, whether the violation appears to
      have
      been intentional or inadvertent, and whether the individual in question had
      been
      advised as to the proper course of action prior to the violation.





**14.** **Amendments,
      modifications and waivers.**





This
      Code
      of Ethics may be amended, modified or waived by the Board of Directors, subject
      to the disclosure and other provisions of the Securities Exchange Act of 1934,
      and the rules thereunder, and the rules of any applicable national stock
      exchange.







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**ACKNOWLEDGEMENT
      FORM**








I
      have
      received and read the Code of Ethics, and I understand its contents. I agree
      to
      comply fully with the standards, policies, and procedures contained in the
      Code
      of Ethics and the Company’s related policies and procedures. I understand that I
      have an obligation to report to the Audit Committee or the Board of Directors,
      or any member thereof, any suspected violations of the Code of Ethics of which
      I
      am aware. I certify that, except as previously fully disclosed in accordance
      with the terms of the Code of Ethics, I have not engaged in any transactions
      or
      activities that would constitute an actual or apparent conflict with the
      interests of the Company. I further certify that, except as noted below, I
      am
      otherwise, and will continue to conduct myself, in full compliance with the
      Code
      of Ethics and any related policies and procedures:




















Signature
      ___________________________





Printed
      Name ________________________





Date
      _______________________________










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