CLANCY SYSTEMS INTERNATIONAL, INC.
                           CODE OF ETHICS

Introduction

     In keeping with our commitment to honest business practices, Clancy
Systems International, Inc. (Clancy or the Company) has adopted this
company-wide Code of  Ethics to assist our directors, officers, and
employees in complying with both our corporate policies and with the law.

Although this Code of Ethics covers many different business practices
and procedures, it does not cover every issue that may arise.  Instead, our
code sets forth the clear principles and standards that our directors,
officers, and employees are accustomed to following.  This Code also
explains how we enforces our Code.  At Clancy, our goal is to conduct
ourselves in a manner that avoids even the appearance of impropriety.

This Code should be read in conjunction with our other corporate
policies.  If a law conflicts with a policy in this Code, you must comply
with the law.  If you have questions about this Code, other Clancy policies,
or how to comply with the law in a certain situation, it is important that
you immediately bring your questions to one of Clancy's officers.  If you
are in or observe a situation that you believe may violate or lead to a
violation of this Code, you should refer to section D of our Code for
guidance on how to report questionable behavior.

Anyone who violates the standards of this Code will be subject to
disciplinary action.  Such action may include termination of employment.


A. Compliance with All Laws, Rules and Regulations

	Clancy requires that all its directors, officers, and employees
strictly adhere to local, state, and federal laws, as well as the laws of
the other countries in which we conduct business.  If you have questions
about what laws we are subject to, or about how to comply with certain laws,
it is important that you alert an officer of Clancy to your question.  We
rely on you not only to act ethically, but also to assist your fellow
employees and management in following the law.

	When appropriate, Clancy will provide information and training to
promote compliance with laws, rules, and regulations, including insider-
trading laws.


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B. Ethical Conduct and Conflicts of Interest

        Clancy's employees, officers, and directors are expected to make or
participate in business decisions and actions based on the best interests
of Clancy as a whole, and not based on personal relationships or personal
gain.  As we define it, a conflict of interest exists when a person's
private interest interferes in any way with the interest of the Company,
or creates an appearance of impropriety.  A conflict situation can arise
when you have interests that make it difficult for you to perform your work
objectively, or when a director, officer, or employee receives improper
personal benefits as a result of his or her position with the Company.

	It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer, or supplier.  You should
avoid any relationship that would cause a conflict of interest with your
duties and responsibilities at Clancy.  All directors, officers, and
employees are expected to disclose to management any situations that may
involve inappropriate or improper conflicts of interest affecting them
personally or affecting other employees or those with whom we conduct
business.

	Members of our Board of Directors have a special responsibility to
our Company and to our shareholders.  To avoid conflicts of interest,
Directors are required to disclose to their fellow directors any personal
interest they may have in a transaction being considered by the Board and,
when appropriate, to recuse themselves from any decision involving a
conflict of interest.  Waivers of a conflict of interest or this Code
involving executive officers and directors require approval by the Board
of Directors.

	Any discovery of a potential or existing conflict of interest should
be immediately disclosed to management in accordance with the procedures
set forth in Section D of our Code.

C. Our Commitment to Full, Fair, Accurate, Timely and Plain English
Disclosure

	As a respected public company, it is critical that Clancy's filings
with the Securities and Exchange Commission be complete, timely and
accurate in all material respects.  At Clancy, all our employees, officers
and directors are charged with the responsibility of providing management
with accurate and complete information to assure we are complying with our
public disclosure requirements and our commitment to our shareholders.

	Commensurate with these special duties, all members of Senior
Financial Management and other employees each agree that he or she will:

1.  Act honestly and ethically in the performance of their duties at Clancy,
    avoiding actual or apparent conflicts of interest in personal and
    professional relationships.

2.  Provide information that is accurate, complete, objective, relevant,
    timely and understandable to ensure full, fair, accurate, timely, and
    understandable disclosure in reports and documents filed with or
    submitted to the SEC or used in other public communications by the
    Company.

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3.  Comply with rules and regulations of federal, state, provincial, local
    and overseas governments, as well as those of other appropriate private
    and public regulatory agencies that affect the conduct of the Company's
    business and the Company's financial reporting.

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

5.  Respect the confidentiality of information acquired in the course of
    one's work, except when authorized or otherwise legally obligated to
    disclose such information.  Further, confidential information acquired
    in the course of performing one's duties for Clancy will not be used
    for personal advantage.

6.  Share knowledge and maintain skills relevant to carrying out the
    member's duties within the Company.

7.  Proactively promote and set an example of ethical behavior as a
    responsible partner among peers and colleagues in the work environment
    and community.

8.  Achieve responsible use of and control over all assets and resources
    of the Company to which they are entrusted.

9.  Promptly bring to the attention of Stanley J. Wolfson, our President
    and the Chief Executive Officer, any information concerning (a) any
    conduct believed to be a violation of law or business ethics, or this
    Code, including any transaction or relationship that reasonably could
    be expected to give rise to such a conflict, (b) significant
    deficiencies in the design or operation of internal controls which
    could adversely affect the Company's ability to record, process,
    summarize and report financial data or (c) any fraud, whether or not
    material, that involves management or other employees who have a
    significant role in Clancy's financial reporting, disclosures, or
    internal controls.

D. Reporting and Treatment of Violations

Persons who become aware of suspected violations of this Code should
report such suspected violations promptly to any member of the Company's
Board of Directors.  To assist in the response to or investigation of the
alleged violation, the report should contain as much specific information
as possible to allow for proper assessment of the nature, extent and
urgency of the alleged violation.  Without limiting the foregoing, the
report should, to the extent possible, contain the following information:

     the alleged event, matter or issue that is the subject of the alleged
     violation;

     the name of each person involved;

     if the alleged violation involves a specific event or events, the
     approximate date and location of each event;

     and any additional information, documentation or other evidence
     available relating to the alleged violation.

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The Board of Directors has the power to monitor, investigate, make
determinations and take action with respect to violations of this Code.
In determining whether a violation of this Code has occurred, the Board of
Directors may take into account:

      the nature and severity of the violation;

      whether the violation was a single occurrence or involved
      repeated occurrences;

      whether the violation appears to have been intentional or
      inadvertent;

      whether the person in question had been advised prior to the
      violation as to the proper course of action;

      whether the person in question had committed other violations in
      the past; and

      such other facts and circumstances as the Board of Directors shall
      deem advisable in the context of the alleged violation.


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