Attached files

EXHIBIT 14.1 - Code of Ethics and Business Conduct

Dear Fellow Employees, Officers and Directors:

We have prepared this Code of Business Conduct ("Code") to help you
understand our standards of ethical business practice. This Code applies to
all of our employees, officers and directors.

The principles set forth in this Code describe how we should behave. We
will conduct our worldwide operations consistent with the highest business,
legal and ethical standards.

Compliance with these principles is vital to maintain our reputation as a
global prestige fragrance and beauty products company. Personal
responsibility is at the core of our principles and culture. In every
business decision we make, we must follow the ethics and compliance
principles included in this Code. It is also our responsibility to report
anything we observe or know about that might violate this Code.

No code could ever anticipate every ethical decision we may face in
business. Whenever you are in doubt about any matter that may have ethical
implications, you should seek guidance within your individual business unit.
This Code identifies the channels and procedures that we have established to
help answer your questions.

Violation of this Code is a serious matter and could subject you to
disciplinary action, civil liability or even criminal prosecution. Each of us
must understand and accept our personal responsibility in conducting business
ethically. Please read this Code carefully. When you are done, please sign
the acknowledgment confirming your understanding and responsibility in
adhering to the Code.


/s/ Chris M. Hymel
------------------------------
Chris M. Hymel
President and Chief Executive Officer
Signal Advance, Inc.



CODE OF BUSINESS CONDUCT

OVERVIEW AND PURPOSE

At Signal Advance, Inc. we are committed to conducting our business while
adhering to the highest ethical standards, in full compliance with all
applicable laws and regulations and with the utmost integrity and honesty.
That is why we have an ethics and compliance program and why we are
publishing this Code. The Code is specifically designed to be part of an
effective program to prevent and detect violations of law. Before you
review specific principles, you should have a Corporate sense of the
following basic principles:

We will provide high-quality products and services;

We will be a good corporate citizen. We will obey the laws and conform to
locally accepted standards of good corporate citizenship in each country in
which we do business; and

We will promote and sustain a work environment that fosters mutual respect,
openness and individual integrity.

This Code applies to all employees, officers and directors of Signal
Advance, Inc. referred to as "you" or "your" throughout this Code.

Signal Advance, Inc. is referred to throughout this Code as "SAI", "we,"
"us," and "our." Where the actions of our consultants, agents or
representatives are attributable to us, we must insist that they conduct
themselves in accordance with this Code help us comply with applicable laws
and uphold the integrity of our organization.

If you have questions about the policies contained in this Code, please
direct them to your supervisor or, if you prefer, communicate with your
Human Resources contact or our Legal Department.

BUSINESS COURTESIES

A business courtesy is a gift (whether in money, services, perks,
entertainment, or other in-kind items) provided to a business associate. In
certain situations, the exchange of limited, non-cash business courtesies may
be appropriate. We do not seek, however, to improperly influence the
decisions of our customers or suppliers by offering business courtesies, just
as we require that your decisions not be affected by having received a
business courtesy.

You should not solicit a business courtesy from a business associate that
is inconsistent with common business practices and interferes with your
judgment and in our best interest.

Common sense and good judgment must be exercised when accepting business-
related meals or anything of value to avoid any perception of impropriety
or conflict of interest.

Under no circumstances should you accept cash gifts from, or give any cash
gifts to, any business associate.



COMPUTER SOFTWARE AND E-MAIL

- Computer Software

Copyrights protect most computer programs in countries in which we operate.
Our policy is to respect such copyrights and to strictly adhere to all
relevant laws and regulations regarding the use and copying of computer
software. Therefore, do not make copies of any part of a third-party computer
program unless the copy is an authorized back-up copy or the computer
software license specifically permits the copy to be made. If you are
uncertain about this, you must consult with our Information Technology
Department. If you are engaged in writing computer programs, do not copy or
refer to any lines of code written by a third party without the advice of our
Legal Department or the written consent of the third party.

- E-mail and Internet

E-mail systems are not entirely secure and may be susceptible to
interception. Unlike a spoken conversation, e-mail creates a permanent
record. Any e-mail you send may be printed by the recipient and forwarded
by the recipient to others, and is probably retained for a substantial
period of time. Therefore, you should exercise the same care, caution and
etiquette in sending an e-mail message as you would with any other written
business communications. Make sure your e-mail is professional and
appropriate to the circumstances.

Specifically, we will not tolerate illegal, abusive, obscene, offensive or
profane e-mail. In addition, because the e-mail system is a resource we own,
we may, in certain circumstances, have a need to examine and,
therefore, reserve the right to read all e-mail communications and take
appropriate disciplinary action if we deem such communication to violate
our policies.

The Internet connection is provided primarily for business use. Do not
download any data that you are not authorized to receive or that is
unprofessional, inflammatory or inappropriate for business use. You should
not abuse access to the Internet for personal purposes and should not access
the Internet for illegal or inappropriate purposes. We may conduct a review
of all your Internet activity, and evidence of abuse of the Internet
facilities we provide you may result in termination of the Internet
connection and disciplinary action up to and including termination. Please
refer to the Communication and Information Systems Appropriate Use Policy for
Signal Advance Personnel for further information.



CONFIDENTIAL INFORMATION

Our confidential information, including trade secrets, are important
corporate assets. All employees, agents, consultants and representatives
must be careful not to disclose confidential information to unauthorized
persons, either within or outside our business, and must exercise care to
protect the confidentiality of such information received from another
party.

Confidential information refers to information, that is not already in the
public domain, that a person would normally expect to be non-public or that
might affect our competitive position. It includes information sometimes
referred to as trade secrets.

Some examples of confidential information are:

   Information about current or planned products, including marketing
   plans, trademarks and patents, research and development projects and
   testing procedures and results;

   Procurement plans, vendor or customer lists, inventory information or
   purchase or sales prices, terms and conditions;

   Cost, pricing, marketing or service strategies;

   Financial information or customer sales data;

   Non-public employee compensation information; and

   Information related to restructurings, consolidations, divestitures,
   mergers and acquisitions.

- Specific Guidelines

Be careful about where you discuss our business matters. It is
inappropriate to discuss confidential matters in the presence or within
hearing range of unauthorized persons including family. Use care, as even
family and friends may inadvertently convey such confidential information
to others.

In instances where it is appropriate for business reasons to disclose our
confidential information to third parties, our Legal Department must be
contacted before the disclosure for preparation of an appropriate
confidentiality agreement that includes the necessary safeguards.

You may not disclose or use any confidential information obtained during
your employment with us or any other relationship with us for personal
profit or to your personal advantage including providing this information
to competitors or future employers.

Obtaining confidential information from a third party without adequate
legal safeguards is improper and may expose us to legal risks. Accordingly,
you may not accept such information without the advice of our Legal
Department and until an agreement in writing has been reached with the
offeror. After such information is obtained, its confidentiality must be
protected as provided in the agreement.



CONFLICTS OF INTEREST

A conflict of interest occurs when your personal interests interfere with
your ability to exercise your judgment objectively, or to do your job for
us in a way that is in our best interests. You must avoid actual or
potential conflicts of interest. If you are considering undertaking any
activity that may create a conflict of interest, you must seek approval of
the activity in advance from management by making a request through our
Corporate Counsel.

Some Examples of Potential Conflicts

   Having a direct financial interest in a supplier, competitor, or
   customer;

   Having a personal interest in a transaction in which it is known that
   we are, or may be, interested;

   Taking advantage of a corporate opportunity for personal profit;

   Receiving fees, commission, or other compensation from a supplier,
   competitor, or one of our customers; and

   Contracting with a supplier managed by one of our employees or a close
   friend or family member of an employee.

CONSULTANTS

The hiring of any consultant must be approved in advance by a Vice
President within your department and the Human Resources Department and
controlled to protect our confidential information. No consultant may be
retained to perform work for us without a formal written agreement prepared
or approved by our Legal Department.

Unless specifically approved by our Legal Department, all payments for
services or products must be paid in the name of the consultant, agent or
representative named as a party to the agreement, paid in the location
where the services are performed and paid in local currency. All
consultants must be informed about and agree to follow this Code with
respect to activities that affect our businesses or interests.

DRUG AND ALCOHOL POLICY AND EMPLOYEE ASSISTANCE

For the safety of our employees, you and others, we expect that you will
work unimpaired by drugs or alcohol.

- Specific Guidelines

You may not distribute, possess or use illegal or unauthorized drugs or
alcohol on our property, on our time, in connection with our business or in a
manner that may affect performance of your responsibilities while working on
our business.

If your behavior, judgment or performance is impaired by drugs or alcohol,
you will be prohibited from engaging in our business and will be
disciplined up to and including termination.



EMPLOYMENT AND MEDICAL RECORDS

Employment records of our employees can only be disclosed to our employees
having a substantial and legitimate need to know the information in an
employee's file or in response to appropriate legal process. Our employees
with access to these files must take reasonable steps to keep them
confidential.

Our employees' medical records are confidential and private. These medical
records will not be released to any person unless approved by the Legal
Department and required by law or based upon a written release from the
affected employee.

ENVIRONMENT, SAFETY AND HEALTH

We are committed to protecting human health and the environment. We will
promote and protect the health and safety of our employees, the environment
and the communities around the world in which we operate. Therefore, we will
strictly adhere to all applicable laws and regulations relating to
environmental protection and workplace health and safety.

Many environmental, safety and health laws and regulations are complex. If
your work involves these fields, it is your responsibility to familiarize
yourself with the requirements of relevant laws and regulations, including
record keeping. If you have any questions concerning laws and regulations
relating to environmental protection and workplace health and safety, contact
our Human Resources or Legal Departments.

EQUAL OPPORTUNITY

It is our policy to ensure equal employment and advancement opportunity for
all qualified individuals without distinction or discrimination because of
age, color, national origin, race, religion, sex, ancestry, physical or
mental disability, veteran status or any other category protected by federal,
state or local law.

This policy applies to all employees and applicants for employment and to
all aspects of the employment relationship, including recruitment, hiring,
compensation, benefits, training, transfer, and advancement. Equal employment
opportunity principles must be communicated periodically to all employees and
reaffirmed each year. Our businesses not subject to U.S. law shall apply the
intent and provisions of this policy consistent with national or local laws
in other countries.



FRAUDS AND THEFTS

You have a responsibility to protect our assets from misuse or
misappropriation. Our assets include tangible assets, such as products,
equipment and facilities, as well as intangible assets, such as corporate
opportunities, tradenames, patents, copyrights and other intellectual
property, trade secrets and business information (including any nonpublic
information learned as one of our employees, officers or directors).

Our assets may only be used for business purposes and other purposes
approved by management. You may not take, make use of, or knowingly
misappropriate our assets, for personal use, for use by another, or for any
improper or illegal purposes. You are not permitted to remove, dispose of, or
destroy anything of value belonging to us without our consent, including both
physical items and electronic information.

GOVERNMENT INVESTIGATIONS

It is our policy to fully cooperate with any appropriate government
investigation. If you or someone you supervise learns about a possible
government investigation or inquiry, inform our Legal Department
immediately.

- Specific Guidelines

Never destroy any of our documents in anticipation of a request for those
documents from our investigators, any government agency or a court.
Documents include electronic media such as disks, computer-stored
information and e-mail transmissions.

Never alter any historical document or record, written or electronic.

Never make any untrue or misleading statement to any government
investigator.

Never try to influence any of our other employees or any other person to
provide untruthful information to any of our investigators or government
investigator, or to provide any incomplete, false or misleading
information.

If any government inquiry arises through a written subpoena or a written
request for information you must submit the subpoena or written request to
our Corporate Counsel immediately. You are not authorized to take any
actions or make any promises on our behalf.

If you are approached outside the workplace by a government investigator,
you have the right, if you wish, to consult with our Legal Department (or, if
you prefer, your own private legal counsel) before speaking with the
investigator.


BUSINESS DEALINGS

Many of the countries in which we may do business may have significantly
different laws than those of the U.S. We must know and comply with the
letter and spirit of the laws of all countries where we do business.  We
will also be sensitive to the cultures and customs of the countries where
we may operate and respect these communities and their environment.

PUBLIC STATEMENTS

You must refrain from making public statements about us unless you are
specifically authorized to do so. If you are contacted by the media about a
matter affecting us, you should refer the media contact to a appropriate
corporate officer.

SECURITIES

You may have the opportunity to learn or gain access to information about
us or companies with whom we do business that is unavailable to the public.
Such information may be "insider information" within the meaning of U.S.
federal securities law.

Any person in possession of material, non-public information is prohibited
from using that information when they make personal investment decisions or
investment decisions for others regarding our stock or the stock of companies
with whom we do business. In addition, you may not inform persons outside the
company of such information. This includes communications with family and
friends. If you have any questions regarding compliance with these laws and
principles, please contact our Legal Department immediately or refer to our
Policy on Confidentiality and Transactions in Securities by Directors,
Officers and Employees.

SEXUAL HARASSMENT

We will not tolerate sexual harassment, which involves the solicitation of
sexual favors or the initiation of any unwelcome sexual advance by one
employee toward another. It may also involve other sexually related physical
or verbal conduct. The creation of a work environment that is
hostile, intimidating or offensive to an individual or group because of
gender may also constitute sexual harassment.

Men and women throughout our company should treat one another with
courtesy, dignity and respect, regardless of gender. All employees should
recognize that there has been rapid social change as to appropriate conduct
in the workplace, and workplace behavior should always reflect our principles
of courtesy, dignity and respect.

You must be alert to the possible presence of sexual harassment in the
workplace.

Appropriate steps must be taken to prevent or stop sexual harassment.
Complaints about sexual harassment should be made immediately to Corporate
Counsel. Any complaints will be promptly, fairly and thoroughly
investigated. There will be no retaliation for reporting sexual harassment in
good faith or participating in an investigation of a complaint.


WORKPLACE VIOLENCE

Workplace violence, including threats, threatening behavior, harassment,
intimidation, assaults and similar conduct, will not be tolerated. Any
threats or concerns about your safety or the safety of others should be
immediately reported to your manager or to the Corporate Counsel. Firearms
are not permitted at any of our facilities without prior written approval
from our Human Resources and Legal Departments.

ACCOUNTING PRACTICES AND RECORDS RETENTION

Our policy is to fully and fairly disclose our financial condition in
compliance with applicable accounting principles, laws, rules and
regulations and to make full, fair, accurate timely and understandable
disclosure in our periodic reports filed with the Securities and Exchange
Commission and in other communications to securities analysts, rating
agencies and investors. Our accounting records are relied upon to produce
these reports. Our financial statements and the books and records on which
they are based must accurately reflect all corporate transactions and conform
to all legal and accounting requirements and our system of internal controls.

All appropriate employees and officers and, in particular, the corporate
officers and other personnel involved in the preparation of our Financial
Statements or filings with the U.S. Securities and Exchange Commission
("SEC") have a responsibility to ensure the accuracy and completeness in
any material respect of any disclosures that have been made, or are to be
made, directly or indirectly by us in any public SEC filing or submission
or any other formal or informal public communication, whether oral or
written (including but not limited to a press release). We do not permit
intentional misclassification of transactions as to accounts, departments
or accounting periods and, in particular:

   All accounting records, as well as reports produced from those
   records, are to be kept and presented in accordance with the laws of
   each applicable jurisdiction;

   All accounting records must fairly and accurately reflect the
   transactions or occurrences to which they relate;

   All accounting records are to fairly and accurately reflect in
   reasonable detail our assets, liabilities, revenues and expenses;

   No accounting records are to contain any intentionally false or
   misleading entries;

   All transactions are to be supported by accurate documentation in
   reasonable detail and recorded in the proper account and in the proper
   accounting period;

   All accounting records are to comply with Corporately accepted
   accounting principles to the extent possible; and

   Our system of internal accounting controls is required to be followed
   at all times.


Any effort to mislead or coerce our independent auditors or a member of our
accounting department relating to audit, accounting or financial disclosure
has serious legal consequences for us and the perpetrator, including possible
criminal sanctions, and is strictly prohibited.

Compliance with our records retention procedure is mandatory. Prior to the
destruction of corporate records, all employees should consult with their
supervisor to ensure compliance with our records retention policy.
Documents relevant to any pending, threatened, or anticipated litigation,
investigation, or audit may not be destroyed for any reason. If you suspect
that any of our records are being improperly altered or destroyed you should
report the circumstances to your supervisor or our Legal Department.

REPORTING PROCEDURES

- Corporate

You are responsible for promptly reporting to management any circumstances
that you believe in good faith may constitute a violation of this Code, or
any of our other policies, or applicable law, regulations and rules. Your
supervisor is normally the first person to contact if you have suspicions or
questions about anything in this Code. Under some circumstances, it may be
impractical or you may feel uncomfortable raising a matter with your
supervisor. In those instances, you are encouraged to contact Corporate
Counsel.

If you have any concerns or complaints regarding accounting, internal
accounting controls and auditing matters, including complaints regarding
attempted or actual circumvention of internal accounting controls,
complaints regarding violations of our accounting policies and the
Company's Business Conduct Code, including failures to report potential
violations of such code by others or complaints regarding fraudulent
conduct by any of our employees ("Accounting and Fraud Complaints"), you
should submit a complaint according to the following procedures. The
following Accounting and Fraud Complaint Procedures have been established
by the Board of Directors to receive, retain, investigate and act on Accounting
and Fraud Complaints of employees, shareholders and others.

- Accounting and Fraud Complaint Procedures

The Corporate Counsel has been authorized by the Board of Directors to receive
and investigate Accounting and Fraud Complaints. In this capacity, the Corporate
Counsel provides counsel to, and acts under the authority of, the Board of
Directors.

Accounting and Fraud Complaints may be made to the Corporate Counsel as
follows:

   in writing to the attention of:

   Corporate Counsel
   c/o Signal Advance, Inc.
   2520 CR 81
   Rosharon, TX  77583

   via email to legal@signaladvance.com;


Accounting and Fraud Complaints may also be made directly to the Chairman
of the Audit Committee in writing and marked CONFIDENTIAL AND URGENT MATTER
as follows:

   To the attention of:

   Chairman of the Board of Directors
   Signal Advance, Inc.
   2520 CR 81
   Rosharon, TX  77583

The Chairman of the Board of Directors may, in his discretion, return the
Accounting and Fraud Complaint to Corporate Counsel for investigation in
accordance with these procedures, or retain the matter for investigation.

In the event an Accounting and Fraud Complaint involves or implicates the
Corporate Counsel, the Corporate Counsel will promptly recuse himself or
herself from the investigation and inform the Board of Directors in writing.
The Board of Directors will thereafter promptly appoint an impartial party or
parties investigate the Accounting and Fraud Complaint. In addition, at any
time the Board of Directors may, in its discretion, determine that it, and not
Corporate Counsel, should initiate and/or assume the investigation of any
Accounting and Fraud Complaint.

Corporate Counsel will promptly investigate the Accounting and Fraud
Complaint and report the results of the investigation, in writing, to the
Board of Directors (an "investigation report"). Such report will describe the
Accounting and Fraud Complaint, the steps taken in the investigation, any
factual findings, and the recommendations for corrective action, if any. The
Corporate Counsel will be free in his or her discretion to engage outside
auditors, counsel or other experts to assist in the investigation and in the
analysis of results. The Corporate Counsel may delegate investigatory
responsibility to one or more persons, including persons who are not
employees of the Company. All investigations will be conducted in a
confidential manner, so that information will be disclosed only as needed to
facilitate review of the investigation materials or otherwise as required by
law.

The Board of Directors will review any investigation reports and will have the
authority to direct that the appropriate corrective action be taken by us in
response to any Accounting and Fraud Complaint. The Board of Directors will be
free in its discretion to engage outside auditors, counsel or other experts
to assist in the evaluation of any results of any investigation into an
Accounting and Fraud Complaint, and we will pay all fees of such auditors,
counsel and experts. You are expected to cooperate in the investigation of
reported violations.

The Board of Directors, Corporate Counsel and our management will not retaliate
or attempt to retaliate, and we will not tolerate any retaliation or attempted
retaliation by any other person or group, directly or indirectly, against
anyone who, in good faith, makes an Accounting and Fraud Complaint or provides
assistance to the Audit Committee, the Corporate Counsel or management or any
other person or group, including any governmental, regulatory or law enforcement
body, investigating or otherwise helping to resolve an Accounting and Fraud
Complaint.


You are expressly authorized to make Accounting and Fraud Complaints using
the procedures described in this Code on a confidential or anonymous basis.
All Accounting and Fraud Complaints received from employees will be treated
confidentially, to the extent reasonable and practicable under the
circumstances.

RECORDS: ATTORNEY-CLIENT PRIVILEGE

The Corporate Counsel will retain on a strictly confidential basis for a
period of seven years (or otherwise as required under our record retention
policies in effect from time to time) all records relating to any Accounting
and Fraud Complaint and to the investigation and resolution thereof. All such
records are our confidential information and are protected by attorney-client
privilege and/or the attorney work product doctrine.

VIOLATIONS

In the event of a violation of this Code, we will determine the appropriate
actions to be taken after considering all relevant facts and circumstances.
Such actions will be reasonably designed to: (1) deter future violations of
this Code or other wrongdoing; and (2) promote accountability for adherence
to the policies of this Code. Some of the possible consequences of non-
compliance include:

   Termination or suspension of employment;

   Loss of incentive pay and annual increases;
   Other forms of disciplinary action, as determined by us; and

   Prosecution, fines, imprisonment, and other penalties for improper
   conduct.

In determining the appropriate action in a particular case, we may
consider, as appropriate, the following matters:

   The nature and severity of the violation;

   Whether the violation was a single occurrence or a repeated
   occurrence;

   Whether the violation appears to have been intentional or inadvertent;

   Whether the individual(s) involved 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.



CODE OF ETHICS

OVERVIEW AND PURPOSE

This Code of Ethics is applicable to the Board of Directors (the "Board")
and Officers of Signal Advance, Inc. (the "Company") identified below.

The Company has also adopted a Code of Business Conduct (the "Business
Conduct Code") that applies to all employees of the Company. The Board of
Directors and Officers of the Company that are subject to this Code of
Ethics are also subject to the Business Conduct Code. The provisions of
this Code of Ethics shall take precedence over and supersede any provisions
to the contrary contained in the Business Conduct Code. In adopting both this
Code of Ethics and the Business Conduct Code, the Company has recognized the
vital importance to the Company of conducting its business subject to the
highest ethical standards and in full compliance with all applicable laws
and, even where not required by law, with the utmost integrity and honesty.

PERSONS COVERED BY THIS CODE OF ETHICS

This Code of Ethics is applicable to each director and officer of the
Company having any or all of the following responsibilities and/or
authority, regardless of formal title: the CEO, President, CFO, Corporate
Counsel, Vice President, Secretary, Treasurer or any assistants responsible
for business and/or finance matters, each, a "Covered Person"). Throughout
this Code of Ethics Covered Person is also referred to as "you" or "your."

CORPORATE PRINCIPLES

In all of your dealings on behalf of, or with, the Company, you must:

   Engage in and promote honest and ethical conduct, including by
   avoiding actual or potential conflicts of interest between personal
   and business or professional relationships;

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

   Produce full, fair, accurate, timely, and understandable disclosure in
   reports and documents that the Company files with, or submits to, the
   U. S. Securities and Exchange Commission (the "SEC"), and in other
   public communications;

   Comply with all applicable governmental laws, rules and regulations
   (including, but not limited to, those relating to disclosure of the
   business activities and/or performance of the Company);

   Promptly report violations of this Code of Ethics, or of the Business
   Conduct Code, by a Covered Person, to the appropriate persons;

   Protect the confidentiality of non-public information about the
   Company and its customers, suppliers or other third parties, and
   prevent the unauthorized disclosure of such information unless
   required by law;

   Ensure the responsible use of, and control over, all Company assets
   and resources entrusted to your care; and

   Assume accountability for compliance with, and the interpretation and
   enforcement of, this Code of Ethics. Implementing Policies and
   Procedures

In furtherance of the Corporate principles stated above, you must adhere to
the following set of implementing policies and procedures:

AVOIDANCE AND HANDLING OF CONFLICT OF INTEREST SITUATIONS

You are expected to avoid whenever practicable situations where your
personal interests may conflict with, or be reasonably perceived to
conflict with, the best interests of the Company and, where it is not
possible to avoid an actual or apparent conflict of interest, to act in a
manner expected to protect and advance the Company's sole best interest.

Accordingly, you:

   are not permitted to compete, either directly or indirectly, with or
   against the Company;

   are not permitted to receive compensation in connection with services
   performed relating to any transaction entered into by the Company,
   other than compensation received in the ordinary course of your
   employment by the Company or in connection with the performance of
   your duties as a director of the Company;

   should avoid making any personal investment, acquiring any personal
   financial interest or entering into any association that interferes,
   might interfere, or might reasonably be thought to interfere, with
   your independent exercise of judgment on behalf of the Company and in
   its best interests; and

   take or otherwise appropriate for your personal benefit, or for the
   benefit of any other person or enterprise, any opportunity or
   potential opportunity that arises or may arise in any line of business
   in which the Company engages or is considering engaging without first
   notifying and obtaining the written approval of the Company's
   Corporate Counsel or his/her designee.

   To protect and advance the interests of the Company in any situation
   where the interests of the Company and your interests may conflict or
   be perceived to conflict, it will Corporately be necessary for you to
   cease to be involved in dealing with such situation on behalf of the
   Company and for another director, officer or employee of the Company
   to act on the matter on behalf of the Company.

There is no "bright-line" test for, or comprehensive definition of what
constitutes, a conflict of interest, although the minimum standard is
compliance with all applicable laws, this Code of Ethics, and the Business
Conduct Code. Accordingly, while not every situation that may give rise to a
conflict of interest can be enumerated either in this Code of Ethics or the
Business Conduct Code, you must treat as a conflict of interest any situation
in which you, or any person with whom you have a personal relationship,
including but not limited to a family member, in-law, business associate, or
a person living in your personal residence:

   solicits or accepts, directly or indirectly, from customers, suppliers
   or others dealing with the Company any kind of gift or other personal,
   unearned benefit as a result of your position with the Company (other
   than non-monetary items that are consistent with common business
   practices and do not interfere with your judgment and the best
   interests of the Company);

   has any known financial interest in any competitor, customer, supplier
   or other party dealing with the Company (other than actual ownership
   of:

   (i)  interest in a publicly traded mutual fund that holds an
        interest in such a company, or

   (ii) publicly traded securities of such a company in the
        aggregate amount of not greater than 1% of the outstanding common
        stock of such company);

   has a consulting, managerial or employment relationship in any
   capacity with a competitor, customer, supplier or other party dealing
   with the Company, including the provision of voluntary services; or

   acquires, directly or indirectly, real property, leaseholds, patents
   or other property or rights in which the Company has, or you know or
   have reason to believe at the time of acquisition that the Company is
   likely to have, an interest.

FULL, FAIR AND TIMELY DISCLOSURE; ADEQUACY OF DISCLOSURE CONTROLS AND
PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

You are responsible under the federal securities laws and this Code of
Ethics for assuring accurate, full, fair, timely and understandable
disclosure in all of the Company's public communications, including but not
limited to any report or other document filed with or submitted to the SEC or
other governmental agency or entity, or in a press release, investor
conference or any other medium in which you purport to communicate on behalf
of the Company.


Accordingly, it is your responsibility to promptly bring to the attention
of the Corporate Counsel of the Company or the Chairman of the Board of
Directors any credible information of which you become aware that would
place in doubt the accuracy and completeness in any material respect of any
disclosures of which you are aware that have been made, or are to be made,
directly or indirectly by the Company in any public SEC filing or
submission or any other formal or informal public communication, whether
oral or written (including but not limited to a press release).

In addition, you are responsible for promptly bringing to the attention of
the Corporate Counsel or the Chairman of the Board of Directors any credible
information of which you become aware that indicates any deficiency in the
Company's internal control over financial reporting within the meaning of
Section 404 of the Sarbanes-Oxley Act and the SEC's implementing rules,
and/or the Company's disclosure controls and procedures for preparing SEC
reports or other public communication as mandated by Section 302 of the
Sarbanes-Oxley Act and the SEC's implementing rules, even if a materially
inaccurate or incomplete disclosure by or on behalf of the Company has not
resulted or is not expected imminently to result from such deficiency.

You are reminded, moreover, that the Company is required by law and its
Business Conduct Code to keep books and records that accurately and fairly
reflect its business operations, its acquisition and disposition of assets
and its incurrence of liabilities, as part of a system of internal accounting
controls that will ensure the reliability and adequacy of these books and
records.

COMPLIANCE WITH THE CODE OF ETHICS; VIOLATIONS OF LAW

You are required to promptly bring to the attention of the Chairman of the
Board of Directors or the Corporate Counsel (or such other person as may be
designated by the Board from time to time) any credible information you may
receive or become aware of indicating:

that any violation by a Covered Person of this Code of Ethics either has
occurred, may be occurring, or is imminent;

that any violation of the U.S. federal securities laws or any rule or
regulation thereunder by a Covered Person has occurred, may be occurring,
or is imminent; or

that any violation by a Covered Person of any other law, rule or regulation
applicable to the Company has occurred, is occurring or is imminent.

If you have any concerns or complaints regarding matters under this section
("Complaint"), you should submit a Complaint according to the following
procedures. The following procedures have been established by the Board of
Directors of the Company to receive, retain, investigate and act on the
Complaints.

The Corporate Counsel has been authorized by the Company's Board of Directors
to receive and investigate the Complaint. In this capacity, the Corporate
Counsel provides counsel to, and acts under the authority of, the Board of
Directors.



The Complaint may be made to the Corporate Counsel as follows:

   in writing to the attention of

   Corporate Counsel
   c/o Signal Advance, Inc.
   2520 CR 81
   Rosharon, TX  77583

   via email to legal@signaladvance.com.

The Complaint may also be made directly to the Chairman of the Audit
Committee in writing and marked CONFIDENTIAL AND URGENT MATTER as follows:

   To the attention of
   Chairman of the Board of Directors
   Signal Advance, Inc.
   2520 CR 81
   Rosharon, TX  77583.

The Chairman of the Board of Directors may, in his discretion, return the
Complaint to the Corporate Counsel for investigation in accordance with
these procedures, or retain the matter for investigation by the Board of
Directors.

In the event the Complaint involves or implicates the Corporate Counsel,
the Corporate Counsel will promptly recuse himself or herself from the
investigation and inform the Board of Directors in writing. The Board of
Directors will thereafter promptly appoint an impartial party or parties to
investigate the Complaint. In addition, at any time the Board of Directors
may, in its discretion, determine that it, and not the Corporate Counsel,
should initiate and/or assume the investigation of any Complaint.

The Corporate Counsel will promptly investigate the Complaint and report
the results of the investigation, in writing, to the Board of Directors (an
"investigation report"). Such report will describe the Complaint, the steps
taken in the investigation, any factual findings, and the recommendations for
corrective action, if any. The Corporate Counsel will be free in his
discretion to engage outside auditors, counsel or other experts to assist in
the investigation and in the analysis of results. The Corporate Counsel may
delegate investigatory responsibility to one or more persons, including
persons who are not employees of the Company. All investigations will be
conducted in a confidential manner, so that information will be disclosed
only as needed to facilitate review of the investigation materials or
otherwise as required by law.

The Board of Directors will review any investigation reports and will have the
authority to direct that the appropriate corrective action be taken by the
Company in response to any Complaint. The Board of Directors will be free in
its discretion to engage outside auditors, counsel or other experts to assist
in the evaluation of any results of any investigation into a Complaint, and the
Company will pay all fees of such auditors, counsel and experts. Each Covered
Person is expected to cooperate in the investigation of a Complaint.



The Board of Directors, the Corporate Counsel and the Company's management
will not retaliate or attempt to retaliate, and the Company will not
tolerate any retaliation or attempted retaliation by any other person or
group, directly or indirectly, against anyone who, in good faith, makes a
Complaint or provides assistance to the Board of Directors, the Corporate
Counsel or management or any other person or group, including any
governmental, regulatory or law enforcement body, investigating or
otherwise helping to resolve a Complaint.

Each Covered Person is expressly authorized to make a Complaint using the
procedures described in this Code of Ethics on a confidential or anonymous
basis. All Complaints received from a Covered Person will be treated
confidentially, to the extent reasonable and practicable under the
circumstances.

The Corporate Counsel will retain on a strictly confidential basis for a
period of seven years (or otherwise as required under the Company's record
retention policies in effect from time to time) all records relating to any
Complaint and to the investigation and resolution thereof. All such records
are the Company's confidential information and are protected by attorney-
client privilege and/or the attorney work product doctrine.

A completed acknowledgment confirming your understanding and responsibility
in adhering to this Code of Ethics will be obtained from all Covered Persons
promptly after the approval of this Code of Ethics by the Board or an
individual becoming a Covered Person, as pertinent, and, thereafter on an
annual basis. All such certificates will be made available to the Board of
Directors, upon request.

Independent Auditors

You are prohibited from directly or indirectly taking any action to
fraudulently influence, coerce, manipulate or mislead the Company's
independent public auditors for the purpose of rendering the financial
statements of the Company misleading.

AMENDMENTS TO AND WAIVERS OF THE CODE OF ETHICS

Where an amendment to or waiver of this Code of Ethics may be necessary or
appropriate with respect to a Covered Person, such person shall submit a
request for approval to the Board, through the Corporate Counsel. Only the
Board, or a duly authorized committee of the Board, may grant waivers from
compliance with this Code of Ethics or make amendments to this Code of
Ethics. To the extent required by applicable law or the requirements of the
Nasdaq Stock Market, Inc. ("Nasdaq") for certain of the Covered Persons,
waivers, including implicit waivers, and amendments will be publicly
disclosed and such waiver, implicit waiver or amendment of this Code of
Ethics may not become effective until such public disclosure is made. For
this purpose, a "waiver" means the approval by the Board of a material
departure from a provision of this Code of Ethics and an "implicit waiver"
means the failure of the Board to take action within a reasonable period of
time regarding a material departure from a provision of this Code of Ethics
after any Covered Person has become aware of such material departure.


If the Board, or a duly authorized committee of the Board, decides to grant a
waiver from this Code of Ethics, it will ensure that, if the
circumstances warrant, the waiver is accompanied by appropriate controls
designed to protect the Company from the risks of the transaction with
respect to which the waiver is granted. The Corporate Counsel will be
advised of the waiver for the purposes of ensuring prompt disclosure of the
waiver and modification (if required) of the Company's disclosure controls or
procedures in light of the waiver.

SANCTIONS FOR VIOLATIONS

In the event of a violation of this Code of Ethics by a Covered Person, the
Board or the Board of Directors, as appropriate, will determine the
appropriate actions to be taken after considering all relevant facts and
circumstances.

Such actions will be reasonably designed to:

   deter future violations of this Code of Ethics or other wrongdoing;
   and

   promote accountability for adherence to the policies of this Code of
   Ethics and other applicable policies.

In determining the appropriate sanction in a particular case, the Board of
Directors or the Company's management, as appropriate, may consider the
following matters:

   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 individual(s) involved 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.

You are reminded that violations of this Code of Ethics may also constitute
violations of law that may result in civil or criminal penalties against you
and/or the Company.