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                                                                    EXHIBIT 14.1

                             JMAR TECHNOLOGIES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                         (APPROVED BY BOARD OF DIRECTORS
                              ON DECEMBER 12, 2003

INTRODUCTION

This Code of Business Conduct and Ethics covers a wide range of business
practices and procedures. It does not cover every issue that may arise, but it
sets out basic principles to guide all employees of the Company. All of our
employees must conduct themselves accordingly and seek to avoid even the
appearance of improper behavior. The Code should also be provided to and
followed by the Company's agents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law. If
you have any questions about these conflicts, you should ask your supervisor how
to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary
action, up to and including termination of employment. If you are in a situation
that you believe may violate or lead to a violation of this Code, follow the
guidelines described in Section 14 of this Code.

This Code of Business Conduct and Ethics shall be re-distributed and
re-acknowledged on an annual basis.

1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Obeying the law, both in letter and in spirit, is the foundation on which this
Company's ethical standards are built. All employees must respect and obey the
laws of the cities, states and countries in which we operate. Although not all
employees are expected to know the details of these laws, it is important to
know enough to determine when to seek advice from supervisors, managers or other
appropriate personnel. If requested, the Company will hold information and
training sessions to promote compliance with laws, rules and regulations,
including insider-trading laws.

2. CONFLICTS OF INTEREST

A conflict of interest exists when a person's private interest interferes in any
way with the interests of the Company. A conflict situation can arise when an
employee, officer or director 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 an employee, officer or director, or
members of his or her family, receives improper personal benefits as a result of
his or her position in the Company. Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest. Under
recently enacted legislation, a public company is prohibited from making any
loans to its executive officers or directors, so under no circumstances may such
loans be made.

It is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. You are not allowed to
work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by the Board of
Directors. Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with higher levels of management or the Company's
General Counsel. Any employee, officer or

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director 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 Section 14 of this Code.

3. INSIDER TRADING

Employees who have access to confidential information are not permitted to use
or share that information for stock trading purposes or for any other purpose
except the conduct of our business. All non-public information about the Company
should be considered confidential information. To use non-public information for
personal financial benefit or to tip others who might make an investment
decision on the basis of this information is not only unethical but also
illegal. In order to assist with compliance with laws against insider trading,
the Company has adopted a specific set of policies governing employees trading
in securities of the Company. These INSIDER TRADING POLICIES have been
distributed to every employee, officer and director. If you have any questions,
please consult the Company's General Counsel.

4. CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited from personally taking
opportunities that are discovered through the use of corporate property,
information or position without the consent of the Board of Directors. No
employee may use corporate property, information, or position for improper
personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

5. COMPETITION AND FAIR DEALING

We seek to outperform our competition fairly and honestly. Stealing proprietary
information, possessing trade secret information that was obtained without the
owner's consent, or inducing such disclosures by past or present employees of
other companies is prohibited. Each employee should endeavor to respect the
rights of and deal fairly with the Company's customers, suppliers, competitors
and employees. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to
create goodwill and sound working relationships, not to gain unfair advantage
with customers. No gift or entertainment should ever be offered, given, provided
or accepted by any Company employee, family member of an employee or agent
unless it: (1) is not a cash gift, (2) is consistent with customary business
practices, (3) is not excessive in value, (4) cannot be construed as a bribe or
payoff and (5) does not violate any laws or regulations. Please discuss with
your supervisor any gifts or proposed gifts that you are not certain are
appropriate.

6. DISCRIMINATION AND HARASSMENT

The diversity of the Company's employees is a tremendous asset. We are firmly
committed to providing equal opportunity in all aspects of employment and will
not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances. Please refer to the Company's Employee Handbook for
the Company's equal employment opportunity, non-harassment and related policies.

7. HEALTH AND SAFETY

The Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all employees by

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following safety and health rules and practices and reporting accidents,
injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to
work in condition to perform their duties, free from the influence of illegal
drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

8. RECORD-KEEPING

The Company requires honest and accurate recording and reporting of information
in order to make responsible business decisions. For example, only the true and
actual number of hours worked should be reported. Furthermore, as a government
contractor, the Company has adopted specific, detailed procedures concerning the
charging of time to specific government contracts. The failure to follow the
timekeeping and contract charging procedures related to the Company's government
contracts can result in adverse legal consequences for the Company, up to and
including criminal penalties, loss of the contracts and other sanctions. If you
have questions about the procedures that must be followed in this area, ask your
supervisor or your controller.

Many employees regularly use business expense accounts, which must be documented
and recorded accurately. If you are not sure whether a certain expense is
legitimate, ask your supervisor or your controller.

All of the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or off the books funds or
assets should not be maintained unless permitted by applicable law or
regulation.

The Company's system of internal controls may not be overridden absent an
express determination by management that such override is appropriate in the
specific case.

Business records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to
e-mail, internal memos, and formal reports. Records should always be retained or
destroyed according to the Company's record retention policies. In accordance
with those policies, in the event of litigation or governmental investigation
please consult the Company's General Counsel.

9. CONFIDENTIALITY

Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the applicable Division General Manager and/or the Company's
General Counsel or required by laws or regulations. Confidential information
includes all non-public information that might be of use to competitors, or
harmful to the Company or its customers, if disclosed. It also includes
information that suppliers and customers have entrusted to us. The obligation to
preserve confidential information continues even after employment ends. In
connection with this obligation, every employee should have executed a
confidentiality agreement when he or she began his or her employment with the
Company.

10. PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees should endeavor to protect the Company's assets and ensure their
efficient use. Theft, carelessness, and waste have a direct impact on the
Company's profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may

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be permitted. The Company has adopted specific policies regarding appropriate
use of the Company's computers and network, compliance with required security
procedures, appropriate use of email and the Internet and the obligation to
ensure that sufficient licenses have been purchased for all software used on the
Company's computers.

The obligation of employees to protect the Company's assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
Company policy. It could also be illegal and result in civil or even criminal
penalties.

11. PAYMENTS TO GOVERNMENT PERSONNEL

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding
business gratuities that may be accepted by U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government of
a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The
Company's General Counsel can provide guidance to you in this area.

12. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code for executive officers or directors may be made only by
the Company's Board of Directors or the Board's Audit Committee and will be
promptly disclosed publicly as required by law or stock exchange regulation.

13. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Employees are encouraged to talk to supervisors, managers or other appropriate
personnel about observed illegal or unethical behavior and when in doubt about
the best course of action in a particular situation. It is the policy of the
Company not to allow retaliation for reports of misconduct by others made in
good faith by employees. Employees are expected to cooperate in internal
investigations of misconduct.

Employees must read the Company's COMPLAINT PROCEDURES FOR ACCOUNTING AND
AUDITING MATTERS, which describes the Company's procedures for the receipt,
retention, and treatment of complaints received by the Company regarding
accounting, internal accounting controls, or auditing matters. Any employee may
submit a good faith concern regarding questionable accounting or auditing
matters without fear of dismissal or retaliation of any kind.

14. COMPLIANCE PROCEDURES

We must all work to ensure prompt and consistent action against violations of
this Code. However, in some situations it is difficult to know if a violation
has occurred. Since we cannot anticipate every situation that will arise, it is
important that we have a way to approach a new question or problem. These are
the steps to keep in mind:

         -        Make sure you have all the facts. In order to reach the right
                  solutions, we must be as fully informed as possible.

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         -        Ask yourself: What specifically am I being asked to do? Does
                  it seem unethical or improper? This will enable you to focus
                  on the specific question you are faced with, and the
                  alternatives you have. Use your judgment and common sense; if
                  something seems unethical or improper, it probably is.

         -        Clarify your responsibility and role. In most situations,
                  there is shared responsibility. Are your colleagues informed?
                  It may help to get others involved and discuss the problem.

         -        Discuss the problem with your supervisor. This is the basic
                  guidance for all situations. In many cases, your supervisor
                  may be more knowledgeable about the question, and will
                  appreciate being brought into the decision-making process.
                  Remember that it is your supervisor's responsibility to help
                  solve problems.

         -        Seek help from Company resources. In the rare case where it
                  may not be appropriate to discuss an issue with your
                  supervisor, or where you do not feel comfortable approaching
                  your supervisor with your question, discuss it locally with
                  your General Manager, the local Human Resources administrator
                  or the Company's General Counsel.

         -        You may report ethical violations in confidence and without
                  fear of retaliation. If your situation requires that your
                  identity be kept secret, your anonymity will be protected. The
                  Company does not permit retaliation of any kind against
                  employees for good faith reports of ethical violations. In
                  addition, please refer to the Company's COMPLAINT PROCEDURES
                  FOR ACCOUNTING AND AUDITING MATTERS for the procedure to
                  follow to maintain the confidentiality and anonymity of
                  complaints with regarding accounting, internal accounting
                  controls and auditing matters.

         -        Always ask first, act later. If you are unsure of what to do
                  in any situation, seek guidance before you act.

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                                 ACKNOWLEDGEMENT

I acknowledge that I have received and read the Code of Business Conduct and
Ethics (as approved by the Board of Directors on December 12, 2003), and
understand my obligations as an employee, director or other agent or consultant
of the Company to comply with the Code of Business Conduct.

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

Please sign here: ___________________________________ Date: ___________________

Please print your name: ______________________________

This signed and completed form must be returned to your manager or designated
human resource professional.

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