**Exhibit14**

POLICY ON BUSINESS ETHICSFOR

DIRECTORS AND OFFICERS

 

August 4, 2003

 

# **GENERAL BUSINESSETHICS**

We are committed to the highest level of legal, ethical and moralstandards in the conduct of our business, based on a fundamental belief in law,honesty, fair dealing and open competition. Every director and officer is expected to maintain and to foster thesestandards and has an obligation to contact the Chairman of the Board ofDirectors or the Chairman of the Audit Committee of the Board of Directorsregarding any action that is believed to be inconsistent with them.  This Policy on Business Ethics does notsummarize all laws, rules, regulations and policies applicable to officers ofthe Company, who are also expected to maintain and uphold the policies setforth in the Employee Information Handbook.

 

# **CONFLICTS OFINTEREST**

All directors and officers of the Company should be scrupulous inavoiding a conflict of interest with regard to the Company’s interests.  A “conflict of interest” exists whenever anindividual’s private interests interfere or conflict in any way (or even appearto interfere or conflict) with the interests of the Company.  A conflict situation can arise when adirector or officer takes actions or has interests that may make it difficultto perform his or her Company work objectively and effectively.  Conflicts of interest may also arise when andirector or officer, or members of his or her family, receives improperpersonal benefits as a result of his or her position in the Company, whetherreceived from the Company or a third party. Loans to, or guarantees of obligations of, directors and officers andtheir respective family members may create conflicts of interest.  Federal law prohibits loans to directors andexecutive officers.

 

Conflicts of interest are prohibited as a matter of Company policy,except under guidelines approved in advance by the Board of Directors orcommittees of the Board on a case-by-case basis.  Conflicts of interest may not always be clear-cut, so if you havea question or become aware of a conflict or potential conflict, you shouldconsult with the Chairman of the Board or the Chairman of the Audit Committee.

 

# **CORPORATEOPPORTUNITY**

Directors and officers are prohibited from (a) taking for themselvespersonally opportunities that properly belong to the Company or are discoveredthrough the use of corporate property, information or business; (b) usingcorporate property, information or position for personal gain; and (c)competing with the Company.  Directorsand officers owe a duty to the Company to advance its legitimate interests whenthe opportunity to do so arises.

 

# **CONFIDENTIALINFORMATION**

Directors and officers of the Company must maintain the confidentialityof confidential information entrusted to them by the Company, except whendisclosure is authorized or required by applicable law, regulations or legalproceedings.  Whenever feasible,directors and officers should consult with the Chairman of the Board or the Chairmanof the Audit Committee if they believe they have a legal obligation to discloseconfidential information.  Confidentialinformation includes all non-public

 

----

 

information that might be of use to competitors of the Company,information concerning employees, proposed corporate investments or activities,or information harmful to the Company or its customers if disclosed.

 

The preservation of confidential information includes, withoutlimitation, compliance with the “insider trading” prohibitions applicable tothe Company and its employees, officers and directors.  Generally, directors and officers who haveaccess to or knowledge of confidential or non-public information from or aboutthe Company are not permitted to buy, sell or otherwise trade in the Company’ssecurities, whether or not they are using or relying upon thatinformation.  This restriction extendsto sharing or tipping others about such information, especially since theindividuals receiving such information might utilize such information to tradein the Company’s securities.  Inaddition, the Company has implemented trading restrictions to reduce the risk,or appearance, of insider trading. Company directors and officers are directed to the Company’s insidertrading policy, “Playing It Safe With KTEC,” or to the Company’s counsel ifthey have questions regarding the applicability of such insider tradingprohibitions.

 

# **FAIR DEALING**

Each director or officer should endeavor to deal fairly with otherdirectors and officers, competitors and employees.  No one should take unfair advantage of anyone throughmanipulation, concealment, abuse of privileged information, misrepresentationof material facts or other unfair dealing practice.

 

# **PROTECTION ANDPROPER USE OF COMPANY ASSETS**

All directors and officers should protect and preserve the Company’sassets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’sprofitability.  All Company assetsshould be used for legitimate business purposes.

 

# **POLITICAL ACTIVITIES**

Corporate contributions, direct or indirect, and of whatever amount ortype, to any political candidate or party, or to any other organization thatmight use the contributions for a political candidate or party, are illegal forall federal elections and for state and local elections in some states.

 

No director or officer shall make, authorize or permit any unlawfulcontributions, expenditure or use of corporate funds or property for politicalpurposes, and directors and officers shall otherwise fully comply with theletter and spirit of applicable federal and state political contribution laws.

 

No permissible corporate contributions may be made for politicalpurposes without the prior written approval of the Chairman of the Board.  The Company will not reimburse directors orofficers for any personal contributions made in support of a political party,candidate or committee.  The prohibitionon corporate political contributions applies to both direct and indirectsupport of candidates or political parties, including purchasing tickets for specialdinners or other fund raising events, loaning employees to political parties orcommittees, or furnishing transportation or duplicating facilities orservices.  Directors and officers shouldconduct themselves so as to make clear that any political views they mayexpress are their own and not those of the Company.

 

The corporation recognizes its right and responsibility to communicateto shareholders, employees, political leaders, elected and appointed officials,and others, as appropriate, its position on public issues which relate,directly or indirectly, to its business. This communication may be done through trade associations, incooperation with one or more other companies, or through its own direct efforts.

 

----

 

# **GIFTS AND FAVORS**

No director or officer shall accept gifts, payments, fees, services,discounts, valuable privileges or other favors where these would or mightappear to improperly influence the individual in the performance of duties forthe corporation; and no director or officer shall provide or give gifts orfavors to others where these might appear designed to improperly influenceothers in their relations with the corporation.

 

This policy is not intended to preclude the acceptance or the giving ofcommon courtesies usually associated with accepted business practices,including accepting or giving gifts of small value that are of such a nature asto indicate they are merely tokens of respect or friendship, and are in a formthat will not be construed as a bribe, pay-off or secret compensation.  Normal business-related entertainment may beaccepted or given, provided it is reasonable under all of the circumstances inwhich it takes place.  Cash, checks, giftcertificates, stocks or other marketable securities in any amount must not beaccepted or given under any circumstances.

 

The acceptance of gifts or favors, or outside business or financialinvolvement, by a member of a director’s or officer’s immediate family (spouse,children or parents) may, under some circumstances, impute a possible conflictof interest to the director or officer. Each director and officer shall disclose any such circumstance involvinga member of his or her immediately family to the Chairman of the Board orChairman of the Audit Committee when the director or officer has reason tobelieve there may be a possible conflict.

 

The U.S. Foreign Corrupt Practices Act prohibits giving anything ofvalue, directly or indirectly, to foreign government officials or foreignpolitical candidates in order to obtain or retain business.  It is strictly prohibited to make illegalpayments to government officials of any country.  In addition, the U.S. Government has a number of laws andregulations regarding business gratuities which may be accepted by U.S.government personnel.  The promise,offer or delivery to any official or employee of the U.S. government of a gift,favor or other gratuity in violation of these rules would not only violateCompany policy but could also be a criminal offense.  State and local governments, as well as foreign governments, mayhave similar rules.  Directors andofficers should consult Company Policy No. 6-12 for more guidance in this area.

 

# **COMMUNICATIONS**

Complete, accurate and timely communication with fellow directors andofficers, others in the organization and corporation’s independent auditors onall matters relevant to them is essential to the continued success of thecorporation.  Of particular importanceare matters that might be considered sensitive as they affect the corporation’sreputation or appraisal and reporting of its performance.

 

# **NO RETALIATION**

The Company will not permit retaliation of any kind by or on behalf ofthe Company and its directors, officers and employees against good faithreports or complaints of violations of this policy or other illegal orunethical conduct.

 

# **PUBLIC COMPANYREPORTING**

As a public company, it is of critical importance that the Company’sfilings with the Securities and Exchange Commission be accurate andtimely.  A director or officer may becalled upon to provide

 

----

 

necessary information to assure that the Company’s public reports arecomplete, fair and understandable.  TheCompany expects directors and officers to take this responsibility veryseriously and to provide prompt accurate answers to inquiries related to theCompany’s public disclosure requirements.

 

# **ACCOUNTINGCOMPLAINTS**

The Company’s policy is to comply with all applicable financialreporting and accounting regulations applicable to the Company.  If any director, officer or employee of theCompany has concerns or complaints regarding questionable accounting orauditing matters of the Company, then he or she is encouraged to submit thoseconcerns or complaints (anonymously, confidentially or otherwise) to the AuditCommittee of the Board of Directors (which will, subject to its duties arisingunder applicable law, regulations or legal proceedings, treat such submissionsconfidentially).  Such submissions maybe directed to the attention of the Audit Committee, or any director who is amember of the Audit Committee, at the principal executive offices of theCompany.

 

# **ADMINISTRATION OFTHE POLICY**

Directors and officers who are concerned that violations of this policyor other illegal or unethical conduct by employees, directors or officers ofthe Company has occurred or may occur should contact either the Chairman of theBoard or the Chairman of the Audit Committee. If their concerns or complaints require confidentiality, includingkeeping their identity anonymous, then this confidentiality will be protected,subject to applicable law, regulations or legal proceedings.  This policy may be amended, modified orwaived by the Board of Directors, subject to the disclosure and otherprovisions of the Securities Exchange Act of 1934 and the rules of The NasdaqStock Market, Inc.

 

# **REVIEW OF POLICY**

Periodically, but not less often than every three years, the Chairmanof the Board shall cause a review of this policy and related procedures by theAudit Committee and shall report on their adequacy to the Board of Directors.

 

----