**Exhibit
      14**




**MICHELEX
      CORPORATION**


**CODE
      OF CONDUCT**





**Introduction.**




This
      Code
      of Conduct (this “Code”) is applicable to the (1) President and Chief Executive
      Officer, (2) Chief Financial Officer, (3) Chief Accounting Officer or Controller
      and (4) other persons performing similar functions (collectively, the “Covered
      Executives”) of Michelex Corporation (“Michelex”). As used in this Code, “we”,
“our” or “us” means Michelex, and “you” means a Covered Executive. The Covered
      Executives hold an important and elevated role in corporate governance, and
      are
      uniquely positioned and empowered to ensure that Michelex’s interests are
      appropriately balanced, protected and preserved. Michelex’s Board of Directors
      (the “Board”) has adopted this Code to deter wrongdoing and to promote honest
      and ethical conduct, proper disclosure of financial information in Michelex’s
      periodic reports and compliance with applicable laws, rules and regulations
      by
      Michelex’s senior officers who have financial responsibilities.




General
      obligations.




In
      performing your duties, we expect you to:




·
            Conduct
                yourself honestly and ethically, including the ethical handling of
                actual
                or apparent conflicts of interest between personal and professional
                relationships.




·
            Refrain
                from using your position for personal gain or competing directly
                or
                indirectly with Michelex.




·
            Provide,
                or cause to be provided, full, fair, accurate, timely and understandable
                disclosures in (i) reports and documents that we file with the Securities
                and Exchange Commission (the “SEC”) and (ii) in other public
                communications made by us.




·
            Comply,
                and encourage others reporting to you to comply, in all material
                respects
                to all applicable rules and regulations of federal, state and local
                governments, the SEC and other appropriate private and public regulatory
                agencies.




·
            Comply,
                and encourage others reporting to you to comply, with this Code and
                all
                other codes of business conduct or ethics adopted by us from time
                to
                time.




·
            Promptly
                report, and encourage others reporting to you to report, any known
                waiver
                or violation of this Code to a member of the
                Board.




This
      Code
      is specifically intended to meet the requirements of Section 406 of the
      Sarbanes-Oxley Act of 2002 (including any amendments).




**Waivers
      from or Changes to the Code.**




The
      Board
      will have the sole and absolute discretionary authority to approve any changes
      to this Code and any waivers from this Code. Any waiver from this Code,
      including an implicit waiver, for a Covered Executive will be promptly disclosed
      on a Form 8-K or any other means approved by the SEC. Such disclosure will
      include the nature of the waiver, the name of the Covered Executive to whom
      the
      Board granted the waiver and the date of the waiver. Any change to this Code
      will be promptly disclosed as required by law or regulation of the
      SEC.









**Administration
        of and Compliance with this Code.**
  Procedures
        for Raising Concerns. You are expected to comply with this Code and to report
        any possible violation of this Code, so that it can be investigated and
        evaluated. Concerns may be presented in person or in writing to a member
        of the
        Board. Concerns may be reported on a confidential and anonymous basis. Written
        concerns should be addressed to a member of the Board at Michelex Corporation,
        Attention: Board of Directors, 63 Trade Road, Messena, New York
        13662.
  Procedures
        for Investigating and Resolving Concerns. Reports of possible violations
        will be
        forwarded to a member of the Board, who may, in their discretion, assume
        responsibility for evaluating any possible violation and directing or conducting
        any investigation or may delegate any portion of such responsibility to a
        committee of the Board or another person or entity. The Board will have the
        authority to engage independent counsel and other advisers, as it deems
        necessary, to assist in its investigation and decision process.
  After
        conducting the investigation, the results will be evaluated and the Board
        will
        authorize such response, follow-up and preventive actions, if any, as are
        deemed
        necessary and appropriate to address the substance of the reported possible
        violation. We reserve the right to take whatever action it believes appropriate,
        up to and including discharge of any Covered Executive determined to have
        engaged in improper conduct.
  We
        will
        not penalize or retaliate against any person or entity for reporting a possible
        violation in good faith. We will not tolerate retaliation against any person
        or
        entity for submitting, or for cooperating in the investigation of, a possible
        violation. Any retaliation will warrant disciplinary action against the person
        who wrongfully retaliates, up to and including termination of
        employment.