**Exhibit 14**

 

**MFIC CORPORATION**

 

**CODE OF ETHICS**

 

**GeneralPhilosophy**

 

The honesty, integrityand sound judgment of our employees, officers and directors is essential toMFIC Corporation’s reputation and success. This Code of Ethics governs the actions and working relationships ofMFIC Corporation employees, officers and directors with current and potentialcustomers, consumers, fellow employees, competitors, government andself-regulatory agencies, the media, and anyone else with whom MFIC Corporationhas contact.

 

This Code of Ethics:

•                  Requires the highest standards forhonest and ethical conduct, including proper and ethical procedures for dealingwith actual or apparent conflicts of interest between personal and professionalrelationships.

•                  Requires full, fair, accurate,timely and understandable disclosure in the periodic reports required to befiled by MFIC Corporation with governmental and regulatory agencies.

•                  Requires compliance with applicablelaws, rules and regulations.

•                  Addresses potential or apparentconflicts of interest and provides guidance for employees, officers anddirectors to communicate those conflicts to MFIC Corporation

•                  Addresses misuse or misapplicationof MFIC Corporation property and corporate opportunities.

•                  Requires the highest level ofconfidentiality and fair dealing within and outside the MFIC Corporationenvironment.

•                  Requires reporting of any illegalbehavior.

 

**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 anybusiness or technical information, such as formula, program, method, technique,compilation or information that is valuable because it is not generally known.

(ii)                                  All rights to any invention orprocess developed by an employee using MFIC Corporation facilities or tradesecret information, resulting from any work for MFIC Corporation, or relatingto MFIC Corporation’s business, is considered to be “work-for-hire” under theUnited States copyright laws and shall belong to MFIC Corporation

(iii)                               Proprietary information such ascustomer lists 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,Section 215, makes it a criminal offense for any MFIC Corporation employee tocorruptly:

(i)                                     solicit for himself or herself orfor a third party anything or value from anyone in return for any business,service or confidential information of

(i)                                     MFIC Corporation; or

(ii)                                  accept anything of value (other thannormal authorized compensation) from anyone in connection with the business ofMFIC Corporation, either before or after a transaction is discussed or consummated.

 

Employees, officers anddirectors are prohibited from:

(i)                                     Personally benefiting fromopportunities that are discovered through the use of MFIC Corporation property,contacts, information or position.

(ii)                                  (ii) Accepting employment orengaging in a business (including consulting or similar arrangements) that mayconflict with the performance of your duties or MFIC Corporation’s interest.

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

(iv)                              Acting on behalf of MFIC Corporationin any transaction in which you or your immediate family has a significantdirect or indirect financial interest.

 

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There are certainsituations in which you may accept a personal benefit from someone with whomyou transact business such as:

(i)                                     Accepting a gift in recognition of acommonly recognized event or occasion (such as a promotion, new job, wedding,retirement or holiday). An award in recognition of service and accomplishmentmay also be accepted without violating these guidelines so long as the giftdoes not exceed $100 from any one individual in any calendar year.

(ii)                                  Accepting something of value if thebenefit is available to the general public under the same conditions on whichit is available to you.

(iii)                               Accepting meals, refreshments,travel arrangements and accommodations and entertainment of reasonable value inthe course of a meeting or other occasion to conduct business or fosterbusiness relations if the expense would be reimbursed by MFIC Corporation as abusiness expense 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 actas a director, officer, consultant, or advisor for any other businessorganization, you should notify your immediate supervisor. Directors shoulddisclose all new directorships or potential directorships to the Chairman ofthe Nominating Committee to avoid any conflicts of interest and to maintainindependence.  MFIC Corporationencourages civic, charitable, educational and political activities as long asthey do not interfere with the performance of your duties at MFICCorporation  Before agreeing toparticipate in any civic or political activities, you should contact yourimmediate 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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**Fair Dealing**

Each employee, officerand director 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 such agreements should be providedto Human Resources to permit evaluation of the agreement in light of theemployee’s position. In no event shall an employee use any trade secrets,proprietary information or other similar property, acquired in the course ofhis or her employment with another employer, in the performance if his or herduties for or on behalf of MFIC Corporation Employees should not directly or indirectly accept bequests under a willor trust if such bequests have been made to them because of their employmentwith MFIC Corporation

 

**Protectionand Proper Use of MFIC Corporation Property**

All employees, officersand directors 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 isbased on MFIC Corporation’s policy that all employees, officers and directorscomply with the law. While the law prescribes a minimum standard of conduct,this Code of Ethics requires conduct that often exceeds the legal standard.Certain MFIC Corporation business units have policies and procedures governingtopics covered by this Code of Ethics. These policies and procedures reflectthe special requirements of these business units.

 

**Reportingof Illegal or Unethical Behavior**

All employees, officersand directors 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 element of business that cansignificantly affect the reputation and success of MFIC Corporation MFICCorporation 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 ofemployment, you become aware of any suspicious 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 GeneralCounsel, 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 theemployee chooses otherwise.***

 

**Administrationand Waiver of Code of Ethics**

This Code of Ethicsshall be administered and monitored by the MFIC Corporation Human ResourcesDepartment. Any questions and further information on this Code of Ethics shouldbe directed to 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.  This Code of Ethics is also available on theMFIC Corporation web site at: www.mficcorp.com.

 

The provisions of theEthics Policy will be included in the MFIC Corporation Employee Handbook.  The Employee Handbook will be issued to allnew employees and officers at the time of employment and reissued to existingemployees and officers from time to time. Employees will be required to sign areceipt form for the Employee Handbook indicating they have read this Code ofEthics 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.  Waivers will be determined on a case-by-casebasis by the MFIC Corporation Human Resources Department with the advice of theMFIC Corporation General Counsel. However, waivers for directors and executive officers must be determinedby the board of directors. For members of the board of directors and executiveofficers, the board of directors shall have the sole and absolute discretionaryauthority to approve any deviation or waiver from this Code of Ethics.  Any waiver and the grounds for such waiverby directors or executive officers shall be promptly disclosed to stockholdersin 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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