**Exhibit14.1**

 

**MAGSTARTECHNOLOGIES, INC.**

 

 

**CODE OFETHICS**

 

**AND**

 

**BUSINESSCONDUCT**

 

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***TABLE OF CONTENTS***

 
| ***Introduction***                                                |   |
|-------------------------------------------------------------------|--------|
|                                                              |   |
| ***Compliance  with Laws and MagStar Business Conduct Policies*** |   |
|                                                              |   |
| ***Accuracy of Company Records***                                 |   |
|                                                              |   |
| ***Securities Trading Policies***                                 |   |
|                                                              |   |
| ***Contact with Government  Officials***                          |   |
|                                                              |   |
| ***Conflicts  of Interest***                                      |   |
|                                                              |   |
| ***Political  Contributions and Related Policies***               |   |
|                                                              |   |
| ***Transacting  International Business***                         |   |
|                                                              |   |
| ***Business Courtesies  and Gratuities***                         |   |
|                                                              |   |
| ***Corporate Opportunities***                                     |   |
|                                                              |   |
| ***Intellectual  Property and Other Assets***                     |   |
|                                                              |   |
| ***Protection and use  of Company Property***                     |   |
|                                                              |   |
| ***Fair  Dealing with Competitors, Customers and Suppliers***     |   |
|                                                              |   |
| ***Personal Behavior in  the Workplace***                         |   |
|                                                              |   |
| ***Environmental Compliance***                                    |   |
|                                                              |   |
| ***Employee  Privacy***                                           |   |
|                                                              |   |
| ***Public Disclosure  of Code and Related Matters***              |   |
|                                                              |   |
| ***Discipline***                                                  |   |
|                                                              |   |
| ***Reporting Suspected  Problems***                               |   |
|                                                              |   |
| ***Monitoring***                                                  |   |
|                                                              |   |
| ***Certificate of Compliance***                                   |   |

 

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***We all must***

 

•                                          ***Know and follow the Code of Ethicsand Business Conduct.***

 

•                                          ***Know and comply with therequirements and expectations that apply to our jobs.***

 

•                                          ***Take responsibility for our ownconduct.***

 

•                                          ***Report violations of law or the Code***

 

•                                          ***Cooperate with any investigation ofa potential ethics or business conduct violation.***

 

•                                          ***Help MagStar meet its commitments toits shareholders.***

 

•                                          ***Help safeguard the Company’sreputation for integrity in our business dealing.***

 

•                                          ***Seek assistance when we havequestions about MagStar’s Code of Ethics and Business Conduct or when facedwith a challenging ethical situation.***

 

•                                          ***Never act unethically, even ifdirected by another person to do so.***

 

•                                          ***Retain a copy of the Company’s Codeof Ethics and Business Conduct for easy reference.***

 

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***Introduction***

 

*MagStar’s guidelines for businessconduct flow from our purpose, core values and principles. These key elementsare of the utmost importance for the proper conduct and respect for allindividuals in the quest for common prosperity.*

 

*Our purpose focuses on...*

 

*MagStar depends on the character ofits people. That character is reflected in our core values which includeattracting and recruiting quality, knowledgeable, and honest people withleadership skills and a passion for doing their best. We respect ourcolleagues, customers and suppliers and strive to treat them with the utmostrespect. We have confidence in each other’s capabilities and intentions.*

 

*The following principles flow fromour purpose and core values:*

 

•                                          ***We show respect for all individuals.***

 

•                                          ***The interest of the Company and theindividual are inseparable.****We****believe that doing what is right for thebusiness with integrity will lead to mutual success for both the Company andthe individual.*

 

•                                          ***We strategically focus on our work.***

 

•                                          ***We are focused on understanding thecustomers and their needs.***

 

•                                          ***We encourage and expect outstandingtechnical mastery and executional excellence.***

 

•                                          ***We strive to be/do the best in allareas of strategic importance to the Company.***

 

•                                          ***We work together with confidence andtrust, and we build positive relationships with all the parties who contributeto fulfilling our corporate purpose, including our colleagues, customers andour suppliers.***

 

*MagStar is committed to complyingwith all laws and regulations where we conduct our business activities. TheCompany expects every employee to know the laws and policies that apply totheir activities for MagStar, and to conduct them with uncompromising honestyand integrity.*

 

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*Some business activity is notgoverned by any law, and some laws and regulations set standards far below theexpectations of our Company. In these situations, any employee should be ableto answer “yes” to the following questions before taking action:*

 

•                                          *It this action the “right thing to do”?*

 

•                                          *Would this action withstand public scrutiny?*

 

•                                          *Will this action uphold MagStar’s reputation as anethical company?*

 

*If the answers are not anunqualified “yes”, we don’t do it.*

 

***No corporate codecan cover every possible question of business conduct. When in doubt - askbefore you act.***

 

*Each employee is responsible touphold the Code. All employees are expected to seek the advice of supervisor,manager or other appropriate persons within the Company when questions ariseabout issues discussed in the Code and any other issues that may implicate theethical standards or integrity of the Company or any of its employees. LisaStrachota, our Compliance Officer, will administer overall compliance with thisCode of Ethics and Business Conduct.*

 

*This Code of Ethics and BusinessConduct summarizes the values, principles and business practices that guide ourbusiness conduct. This Code sets out a set of basic principles to guideemployees regarding the minimum requirements expected of them; however, thisCode does not provide a detailed description of all employee policies. The Codesupplements our existing employee handbook.*

 

*Taking action to prevent problems ispart of out Company’s culture. If you observe possible unethical or illegalconduct you are encouraged to report your concerns. If you report, in goodfaith, what you suspect to be illegal or unethical activities, you should notbe concerned about retaliation from others. Any employees involved inretaliation will be subject to serious disciplinary action by the Company.*

 

*Any reference to MagStar or theCompany is understood to be a reference to MagStar Technologies, Inc., aMinnesota corporation, and its subsidiaries.*

 

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***Compliance with Laws and MagStar Busines******s Conduct Policies***

 

***MagStar employees(worldwide) are expected and directed to comply with all laws and all companybusiness conduct policies relating to their MagStar business activities.***

 

It is also each employee’s responsibility to know andunderstand legal and policy requirements as they apply to their job and tonotify management when they believe a violation of law or company policies hasoccurred.

 

***Accuracy of Company Records***

 

**Each employee must help maintain theintegrity of MagStar’s financial and other records.**

 

No Code can review the extensive accountingrequirements which MagStar must fulfill. The Company’s business records aredepended upon to produce reliable and accurate reports to management,shareholders, creditors, governmental entities and others. Thus, all officialrecords of the conduct of the Company’s business must be accurate, honest andcomplete, without any restriction or qualification of any kind. This means theaccuracy of any records involves both factual documentation and ethicalevaluation or appraisal.

 

All Company operations must comply with all local andnational laws relating to the accurate and complete maintenance of Companyfinancial books and records.

 

Employees are expected to be honest, objective andloyal in the performance of record keeping responsibilities. However, becauseloyalty includes never knowingly being a part of any illegal or unethicalactivity, there is no excuse for a deliberately false or misleading Companyrecord.

 

While only a few MagStar employees maintain actualaccounting records, many MagStar employees help keep the Company’s records.Whether you track hours worked for billing to outside sources, use businessexpense accounts or participate in the Company’s official records, accuratedocumentation is critical. All officers and employees of the Company who areresponsible for financial or accounting matters are also required to ensurefull, fair, accurate, timely and understandable disclosure in all periodicreports required to be filed by the Company with the Securities and ExchangeCommission. This commitment and responsibility extends to the highest levels ofour organization, including our chief executive officer, chief financialofficer and chief accounting officer.

 

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Employees may not participate in any misstatement ofMagStar’s accounts. At the same time, no circumstances justify the maintenanceof “off-the-books” accounts to facilitate questionable or illegal payments. Allcontracts under which funds are disbursed shall accurately state the purposesfor which these funds are paid and shall not be misleading.

 

***Securities Trading Policies***

 

**Never trade securities on the basisof confidential information acquired at the workplace.**

 

There are times when our employees have informationabout the Company, its subsidiaries or affiliates or about a company with whichwe do business that is not known to the investing public. Such insiderinformation may relate to, among other things: plans, new products orprocesses, mergers, acquisitions or dispositions of businesses or securities,problems facing the Company or a company with which we do business, sales,profitability, negotiations relating to significant contracts or businessrelationships, significant litigation or financial information.

 

To ensure fairness and integrity in financial marketsand to avoid insider trading penalties, if any information is such that areasonable investor would consider the information important in reaching aninvestment decision, the Company employee who holds such information must notbuy or sell Company securities, nor provide the information to others, untilsuch information becomes public. Further, employees must not buy or sellsecurities in any other company about which they have such material non-publicinformation, nor provide such information to others, until the informationbecomes public. Usage of material non-public information in the above manner isnot only illegal, but also unethical. Employees who involve themselves inillegal insider trading will be subject to immediate termination, and anindividual convicted of insider trading may face criminal penalties of up toten years in prison and/or a $1,000,000 fine.

 

All employees must also read and comply with theCompany’s “Policy Statement on Confidential Information and Securities Tradingby Personnel” provided separately from this Code of Conduct.  (See following document)

 

The insider trading law is far from clear. An employeewho is unsure of how the law applies in a given instance, should ask before heor she trades. All questions should be referred to Jon Reissner.

 

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***Contact with Government Officials***

 

**MagStar’s policy is to comply withall applicable laws, rules and regulations relating to lobbying or attemptingto influence government officials.**

 

Bribery, kickbacks or other improper payments have noplace in our business. In addition, information provided to governments must beaccurate and interactions with government officers must be honest and ethical.All activities that might constitute lobbying or attempts to influencegovernment officials must be reviewed first with legal counsel.

 

If your job involves business with foreign, national,state or local government, you must know the rules applicable to your job. Ifyou are in doubt, do not make the mistake of interpreting rules by yourself.Discuss the matter with your supervisor or other management of the Company.

 

**Conflictsof interest**

 

**Avoid any situation in which yourpersonal interests conflict with or interfere with MagStar’s interests.**

 

Conflicts may arise when an employee, officer ordirector, or a member of his or her immediate family, receives improperpersonal benefits as a result of the person’s position with the Company orgains personal enrichment through access to confidential information. Aconflict situation can also arise when an employee takes actions or hasinterests that may make it difficult to perform his or her Company workobjectively and effectively. Each employee owes MagStar a duty of loyalty. Forthat reason, all employees must exercise great care any time their personalinterests conflict with MagStar’s interests.

 

MagStar employees are free to engage in outsideactivities of their own free choice. It is important, however, that suchactivities do not adversely affect the conduct of MagStar’s business, involvemisuse of Company position or resources, divert for personal gain any businessopportunity from which MagStar may profit, or constitute a potential source of discreditto the MagStar name. The following is a list of prohibited conflicts ofinterest:

 

•                                          Consultingwith or employment in any capacity by a competitor, supplier or customer ofMagStar without authorization by the Board of Directors of the Company.

 

•                                          Havinga substantial equity, debt, or other financial interest in any competitor,supplier or customer without authorization by the Board of Directors of theCompany.

 

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•                                          Havinga financial interest in any transaction involving the purchase or sale byMagStar of any product, material, equipment, services or property withoutauthorization by the Board of Directors of the Company.

 

•                                          MisusingMagStar’s confidential proprietary information, including the unauthorizeddisclosure or use of such information.

 

•                                          Usingmaterials, equipment or other assets of MagStar for any unauthorized orundisclosed purpose.

 

•                                          Receivingloans or guarantees of obligations from the Company without authorization bythe Board of Directors of the Company.

 

The Company policy regarding possible conflicts ofinterest is based on the principle that an employee’s decision in the businessmust be made solely in the best interest of MagStar. To reach that decision, anemployee should avoid influence from personal or family considerations whichmight affect his or her judgement as to what is in the best interest ofMagStar.

 

**PoliticalContributions and Related Poli****cies**

 

**Generally MagStar’s funds orresources may not be used to make a political contribution to any politicalcandidate or political party anywhere in the world.**

 

Exemptions to the basic policy are allowed only wheresuch contributions are permitted by law and permission is granted in advance bythe Company’s Chief Executive Officer. Company policies do not permit the useof any Company facilities or resources by employees for political campaigning,political fund raising or partisan political purposes. A decision by anemployee to contribute any time, money or other resources to a politicalcampaign or political activity must be totally voluntary.

 

**TransactingInternational Business**

 

**Managers and employees of MagStar andany affiliates doing business around the world abide by special laws andregulations which apply to the import and export of products and technicaldata, as well as the conduct of business with non-U.S. entities.**

 

We also comply with anti-boycott and internationalembargo regulations in all locations where MagStar does business. The U.S.Foreign Corrupt Practices Act prohibits payments, gifts or contributions toofficials or employees of any foreign government or government-owned businessfor the purpose of getting or retaining business. In addition, the U.S. ForeignCorrupt Practices Act requires MagStar to maintain accurate and completefinancial books and records.

 

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**BusinessCourtesies and Gratuities**

 

**We do not offer or accept kickbacksor bribes, or gifts of substantial value.**

 

Business gifts and entertainment are designed to buildgoodwill and sound working relationships among business partners. A problemwould arise if (1) the receipt by one of our employees of a gift orentertainment would compromise, or could be reasonably viewed as compromising,that individual’s ability to make objective or fair business decisions onbehalf of the Company or (2) the offering by one of our employees of a gift orentertainment appears to be an attempt to obtain business through impropermeans or use improper means to gain a special advantage in our businessrelationships, or could reasonably be viewed as such an attempt.

 

MagStar employees may only exchange non-monetary andgenerally modestly valued gifts that promote goodwill with our businesspartners and do not improperly influence others. We will accept only approvedand widely available discounts. We will not encourage, accept or exchangegratuities or payments for providing specific services.

 

Business courtesies and gratuities include but are notlimited to gifts, meals, cocktails, discounts, hospitality, entertainment,recreation, promotional “items of value” for which the recipient does not payfair market value.

 

MagStar employees may give or receive courtesies inCompany-related business dealings with customers or suppliers provided thefollowing guidelines are met:

 

•                                          Theydo not violate the law, regulations, reasonable customs of the market place orthe known policy of either party’s employer.

 

•                                          Theyare reasonable in cost, amount, quantity and frequency.

 

•                                          Theyare appropriate as to time and place.

 

•                                          Theydo not influence or give the appearance of influencing the business judgementof the recipient.

 

•                                          Theycan stand public scrutiny without damaging MagStar’s reputation.

 

Each individual employee must use good judgement andensure there is no violation of these principles. If you have any questionabout whether any gifts or proposed gifts are appropriate, please contact yoursupervisor, manager or our Corporate Governance Officer, or call the hotlinedescribed later in this document.

 

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**CorporateOpportunities**

 

**Employees may not use a corporateopportunity for personal gain.**

 

Employees owe a duty to the Company to advance itslegitimate interests when the opportunity to do so arises. Employees areprohibited (without the consent of the Board of Directors or an appropriatecommittee thereof) from (1) taking for themselves personal opportunities thatare discovered through the use of corporate property, information or their positionfor personal gain and (2) competing with the Company directly or indirectly.

 

**IntellectualProperty and Other Assets**

 

**One of MagStar’s most importantassets is its confidential corporate information. MagStar’s legal obligationsand its competitive position mandate that this information remainsconfidential.**

 

Confidential information is critical to MagStar’scompetitive advantage. It must not be shared with others outside of MagStar.This includes intellectual property and trade secrets, business plans,marketing and sales programs, customer lists, pricing policies, and Companyfinancial information.

 

Every MagStar employee is obligated to protect theCompany’s confidential information as well as that of its customers, suppliersand third parties who disclosed information to MagStar in confidence. MagStaremployees may not accept trade secrets of confidential information of atechnical or business nature from a third party, unless specifically authorizedto do so by an authorized manager or officer of the Company.

 

**Protectionand Use of Company Property**

 

**Our shareholders trust us to manageCompany assets appropriately.**

 

Collectively, employees have a responsibility forsafeguarding and making proper and efficient use of the Company’s property.Each of us has an obligation to prevent the Company’s property form loss,damage, misuse, theft, embezzlement or destruction. We seek to ensure that theCompany equipment, supplies and other assets are used for legitimate businesspurposes unless otherwise specifically authorized, and to protect all tangibleand intangible Company property.

 

**FairDealing with Competitors, Customers****and Suppliers**

 

**We respect the rights of competitors,customers and suppliers.**

 

MagStar’s success depends on building productiverelationships with our customers and suppliers based on integrity, ethicalbehavior and mutual trust. In addition, customers have individual needs andexpectations representing unique opportunities for mutual success.

 

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The Company bases its worldwide supplier relationshipson fundamental concepts of honesty, fairness, mutual respect andnondiscrimination.

 

We seek to excel while operating honestly andethically, never through taking unfair advantage of others. Each employeeshould endeavor to deal fairly with Company’s customers, suppliers, competitorsor other employees. No one should take unfair advantage through manipulation,concealment, abuse of privileged information, misrepresentation of materialfacts or any other practices that unfairly prevent or limit competition.

 

**PersonalBehavior in the Workplace**

 

**MagStar is committed to treating allof its colleagues with respect and to allow employees to progress based ontheir talents.**

 

The Company strives to provide a safe, healthy andproductive work environment. Each employee has a personal responsibility toother MagStar employees and to the Company to help eliminate actions orcircumstances which undermine the desired environment.

 

MagStar policy requires that individuals are to beconsidered for employment opportunities on the basis of merit, as measuredagainst objective job requirements. Every good faith effort shall be made toimplement programs designed to provide equal employment opportunity to alltypes of jobs and at all levels of the work force.

 

Our policy forbids any discrimination. Harassment orintimidation because of race, color, religion, gender, age, national origin,citizenship, sexual orientation or disability are forbidden. Employees areencouraged to bring questions or concerns in this area to their management.

 

Additionally, every employee is expected to performhis or her work in a safe manner, free of the influence of alcohol or drugs.

 

**EnvironmentalCompliance**

 

MagStar will conduct business at all times incompliance with appropriate environmental laws and regulations. It is MagStar’spolicy to operate its facilities in a manner which protects the employees, thepublic and the environment.

 

**EmployeePrivacy**

 

MagStar respects employee privacy and dignity. We willcollect and retain personal information from employees that is required for theeffective operation of the Company or as required by law. We will keep thatinformation confidential and release it only to those who have a legitimate needto know.

 

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**PublicDisclosure of Code and Related Ma****tters**

 

The existence and content of this Code of Conduct willbe disclosed to shareholders and may be available on the Company’s website. Anywaiver of the provisions of the Code for executive officers or directors may bemade only by the Board of Directors, with only the independent members voting,or a Board committee consisting of independent directors, and such a waviermust be promptly disclosed to shareholders.

 

**Discipline**

 

Violations of this Code may lead to serious sanctions,including termination of employment for cause.

 

**ReportingSuspected Problems**

 

**MagStar maintains an open door policyfor employees to raise concerns and report observed violations of the law orthe Code of Ethics and Business Conduct without fear of retribution orretaliation.**

 

If you have questions about an ethical situation, youshould feel free to discuss the problem with your supervisor or with the HumanResources Manager. You will be assured confidentiality to the limit of the law.

 

**Monitoring**

 

**MagStar will periodically reaffirmits commitment to its compliance program and will monitor for compliance withthe Code of Ethics and Business Conduct.**

 

Each year a training session will be held and a copyof the Code and the Certificate of Compliance will be distributed to eachemployee to remind employees of the contents of the Code as well as toreestablish their commitment to comply with it.

 

**Pleasemake sure you return your**

**Certificateof Compliance**

 

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**CERTIFICATE OF COMPLIANCE**

 

**This Certificate must be read andsigned by all employees**

 

I Certify that I have received, read and understoodMagStar’s Code of Ethics and Business Conduct. I understand what types ofconduct violate these policies and are considered outside the scope of myemployment. I promise to comply with the terms of the code and understand thatviolation of these terms may lead to dismissal for cause.

 

 
|                       |     |   |
|----------------------------|----------|--------|
| Employee Signature         |     |
|                       |     |
|                       |     |
|                       |     |   |   |
| Date                       | Location |
|                       |     |
|                       |     |
|                       |     |   |
| Printed Name               |     |
|                       |     |
|                       |     |
| Return to:                 |     |
|                       |     |
| Lisa Strachota             |     |   |
| MagStar Technologies, Inc. |     |
| 410 11th Avenue South      |     |
| Hopkins, MN   55343   |     |
|                       |     |
| (952) 935-6921             |     |
|                            |          |        |  |  |  |

 

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