**Exhibit14**

 

**MFIC CORPORATION**

 

**CODE OF ETHICS**

 

**GeneralPhilosophy**

 

The honesty, integrity andsound judgment of our employees, officers and directors is essential to MFICCorporation’s reputation and success. This Code of Ethics governs the actionsand working relationships of MFIC Corporation employees, officers and directorswith current and potential customers, consumers, fellow employees, competitors,government and self-regulatory agencies, the media, and anyone else with whomMFIC Corporation has contact.

 

This Code of Ethics:

 

•                  Requires the highest standards for honest andethical conduct, including proper and ethical procedures for dealing withactual or apparent conflicts of interest between personal and professionalrelationships.

•                  Requires full, fair, accurate, timely andunderstandable disclosure in the periodic reports required to be filed by MFICCorporation with governmental and regulatory agencies.

•                  Requires compliance with applicable laws,rules and regulations.

•                  Addresses potential or apparent conflicts ofinterest and provides guidance for employees, officers and directors tocommunicate those conflicts to MFIC Corporation.

•                  Addresses misuse or misapplication of MFICCorporation property and corporate opportunities.

•                  Requires the highest level of confidentialityand fair dealing within and outside the MFIC Corporation environment.

•                  Requires reporting of any illegal behavior.

 

**Conflictsof Interest**

 

A “conflict of interest”occurs when your private interest interferes or appears to interfere in any waywith the interests of MFIC Corporation You are expected to avoid all situationsthat might lead to a real or apparent material conflict between yourself-interest and your duties and responsibilities as an employee, officer ordirector of MFIC Corporation Any position or interest, financial or otherwise,which could materially conflict with your performance as an employee, officeror director of MFIC Corporation, or which affects or could reasonably beexpected to affect your independence or judgment concerning transactionsbetween MFIC Corporation, its customers, suppliers or competitors or otherwisereflects negatively on MFIC Corporation would be considered a conflict ofinterest.

 

**Confidentiality**

 

Nonpublic informationregarding MFIC Corporation or its businesses, employees, customers andsuppliers is confidential. As a MFIC Corporation employee, officer or director,you are trusted with confidential information. You are only to use suchconfidential information for the business purpose intended. You are not toshare 

 

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confidential informationwith anyone outside of MFIC Corporation, including family and friends, or withother employees who do not need the information to carry out their duties. Youmay be required to sign a specific confidentiality agreement in the course ofyour employment at MFIC Corporation you remain under an obligation to keep allinformation confidential even if your employment with MFIC Corporation ends.

 

The following is anon-exclusive list of confidential information:

 

(i)                                     Trade secrets, which include any business ortechnical information, such as formula, program, method, technique, compilationor information that is valuable because it is not generally known.

(ii)                                  All rights to any invention or processdeveloped by an employee using MFIC Corporation facilities or trade secretinformation, resulting from any work for MFIC Corporation, or relating to MFICCorporation’s business, is considered to be “work-for-hire” under the UnitedStates copyright laws and shall belong to MFIC Corporation.

(iii)                               Proprietary information such as customerlists and customers’ confidential information.

 

Public and mediacommunications involving MFIC Corporation must have prior clearance incompliance with the MFIC Corporation [Media Relations Policy].

 

**CorporateOpportunities**

 

Using confidentialinformation about MFIC Corporation or its businesses, employees, officers,directors, customers, consumers or suppliers for personal benefit or disclosingsuch information to others outside your normal duties is prohibited.

 

Title 18 U.S. Code, Section215, makes it a criminal offense for any MFIC Corporation employee tocorruptly:

 

(i)                                     solicit for himself or herself or for a thirdparty anything or value from anyone in return for any business, service orconfidential information of

(i)                                     MFIC Corporation; or

(ii)                                  accept anything of value (other than normalauthorized compensation) from anyone in connection with the business of MFICCorporation, either before or after a transaction is discussed or consummated.

 

Employees, officers anddirectors are prohibited from:

 

(i)                                     Personally benefiting from opportunities thatare discovered through the use of MFIC Corporation property, contacts,information or position.

(ii)                                  (ii) Accepting employment or engaging in abusiness (including consulting or similar arrangements) that may conflict withthe performance of your duties or MFIC Corporation’s interest.

(iii)                               Soliciting, demanding, accepting or agreeingto accept anything of value from any person in conjunction with the performanceof your employment or duties at MFIC Corporation

(iv)                              Acting on behalf of MFIC Corporation in anytransaction in which you or your immediate family has a significant direct orindirect financial interest.

 

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There are certain situationsin which you may accept a personal benefit from someone with whom you transactbusiness such as:

 

(i)                                     Accepting a gift in recognition of a commonlyrecognized event or occasion (such as a promotion, new job, wedding, retirementor holiday). An award in recognition of service and accomplishment may also beaccepted without violating these guidelines so long as the gift does not exceed$100 from any one individual in any calendar year.

(ii)                                  Accepting something of value if the benefitis available to the general public under the same conditions on which it isavailable to you.

(iii)                               Accepting meals, refreshments, travelarrangements and accommodations and entertainment of reasonable value in thecourse of a meeting or other occasion to conduct business or foster businessrelations if the expense would be reimbursed by MFIC Corporation as a businessexpense if the other party did not pay for it.

 

**InsiderTrading**

 

It is both unethical andillegal to buy, sell, trade or otherwise participate in transactions involvingMFIC Corporation common stock or other security while in possession of materialinformation concerning MFIC Corporation that has not been released to thegeneral public, but which when released may have an impact on the market priceof the MFIC Corporation common stock or other equity security. It is alsounethical and illegal to buy, sell, trade or otherwise participate intransactions involving the common stock or other security of any other companywhile in possession of similar non-public material information concerning suchcompany. Any questions concerning the propriety of participating in a MFICCorporation or other company stock or other security transaction should bedirected to the MFIC Corporation General Counsel at (617) 969-5452, ext. 255.

 

**OutsideBusiness Relationships**

 

Before agreeing to act as adirector, officer, consultant, or advisor for any other business organization,you should notify your immediate supervisor. Directors should disclose all newdirectorships or potential directorships to the Chairman of the NominatingCommittee to avoid any conflicts of interest and to maintain independence. MFICCorporation encourages civic, charitable, educational and political activitiesas long as they do not interfere with the performance of your duties at MFICCorporation. Before agreeing to participate in any civic or politicalactivities, you should contact your immediate supervisor. Employees who areconsidering outside employment should notify their manager or supervisor.Employees in some positions of MFIC Corporation and its affiliates areprohibited by law from holding outside employment. Managers will review outsideemployment requests for potential conflicts of interest.

 

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**FairDealing**

 

Each employee, officer anddirector should undertake to deal fairly with MFIC Corporation’s customers,suppliers, competitors and employees. Additionally, no one should takeadvantage of another through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts, or any other unfair-dealingpractices. Employees must disclose prior to or at their time of hire theexistence of any employment agreement, non-compete or non-solicitationagreement, confidentiality agreement or similar agreement with a formeremployer that in any way restricts or prohibits the performance of any dutiesor responsibilities of their positions with MFIC Corporation. Copies of suchagreements should be provided to Human Resources to permit evaluation of theagreement in light of the employee’s position. In no event shall an employeeuse any trade secrets, proprietary information or other similar property,acquired in the course of his or her employment with another employer, in theperformance if his or her duties for or on behalf of MFIC Corporation Employeesshould not directly or indirectly accept bequests under a will or trust if suchbequests have been made to them because of their employment with MFICCorporation.

 

**Protectionand Proper Use of MFIC Corporation Property**

 

All employees, officers anddirectors should protect MFIC Corporation’s property and assets and ensuretheir efficient and proper use. Theft, carelessness and waste can directlyimpact MFIC Corporation’s profitability, reputation and success. PermittingMFIC Corporation property (including data transmitted or stored electronicallyand computer resources) to be damaged, lost, or used in an unauthorized manneris strictly prohibited. Employees, officer and directors may not use corporatestationary for personal purposes.

 

**Compliancewith Laws, Rules and Regulations**

 

This Code of Ethics is basedon MFIC Corporation’s policy that all employees, officers and directors complywith the law. While the law prescribes a minimum standard of conduct, this Codeof Ethics requires conduct that often exceeds the legal standard. Certain MFICCorporation business units have policies and procedures governing topicscovered by this Code of Ethics. These policies and procedures reflect thespecial requirements of these business units.

 

**Reportingof Illegal or Unethical Behavior**

 

All employees, officers anddirectors are expected to demonstrate the ability to properly manage theirpersonal finances, particularly the prudent use of credit. MFIC Corporationrecognizes that its customers must have faith and confidence in the honesty andcharacter of its employees, officers and directors. In addition to theimportance of maintaining customer confidence, there are specific laws thatoutline the actions MFIC Corporation must take regarding any known, orsuspected, crime involving the affairs of MFIC Corporation. Fraud is an elementof business that can significantly affect the reputation and success of MFIC Corporation.MFIC Corporation requires its employees, officers and directors to talk tosupervisors, managers or other appropriate personnel to report and discuss anyknown or suspected criminal activity involving MFIC Corporation or itsemployees. If, during the course of employment, you become aware of anysuspicious activity or behavior including 

 

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concerns regardingquestionable accounting or auditing matters, you must report violations oflaws, rules, regulations or this Code of Ethics to the General Counsel, Jack M. Swig, at 617-969-5452, ext. 255**.*****Reportingactivity will not subject the employee to discipline (absent a knowingly falsereport), and such reports shall be anonymous and confidential unless the employee chooses otherwise.***

 

**Administrationand Waiver of Code of Ethics**

 

This Code of Ethics shall beadministered and monitored by the MFIC Corporation Human Resources Department.Any questions and further information on this Code of Ethics should be directedto this department.

 

All managers and directsupervisors are responsible for reviewing this Code of Ethics with theirsubordinates each time a new edition of the Code of Ethics is published. ThisCode of Ethics is also available on the MFIC Corporation web site at: www.mficcorp.com.

 

The provisions of the EthicsPolicy will be included in the MFIC Corporation Employee Handbook. The EmployeeHandbook will be issued to all new employees and officers at the time ofemployment and reissued to existing employees and officers from time to time.Employees will be required to sign a receipt form for the Employee Handbookindicating they have read this Code of Ethics and comply with its provisions.

 

Employees, officers anddirectors of MFIC Corporation are expected to follow this Code of Ethics at alltimes. Generally, there should be no waivers to this Code of Ethics, however,in rare circumstances conflicts may arise that necessitate waivers. Waiverswill be determined on a case-by-case basis by the MFIC Corporation HumanResources Department with the advice of the MFIC Corporation General Counsel. However,waivers for directors and executive officers must be determined by the board ofdirectors. For members of the board of directors and executive officers, theboard of directors shall have the sole and absolute discretionary authority toapprove any deviation or waiver from this Code of Ethics. Any waiver and thegrounds for such waiver by directors or executive officers shall be promptlydisclosed to stockholders in the MFIC Corporation Annual Proxy Statement.

 

Known or suspectedviolations of this Code of Ethics will be investigated and may result indisciplinary action up to and including immediate termination of employment.

 

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