ARROW-MAGNOLIA INTERNATIONAL, INC.
                   CODE OF ETHICS AND WHISTLEBLOWER POLICY

CODE OF BUSINESS CONDUCT AND ETHICS
A. INTRODUCTION
Preamble
Our Company has always insisted that our employees, officers and Directors
maintain the highest level of integrity in their dealings with each other and
with the public on behalf of the Company. This Code of Ethics (this "Code")
is intended to document some of the specific principles of conduct and ethics
which will be followed by our Directors, officers and employees in the
performance of their responsibilities with respect to the Company's business.

Its purpose is to:

  Promote honest and ethical conduct, including the ethical handling of
  actual or apparent conflicts of interest between personal and
  professional relationships;

  Promote full, fair, accurate, timely and understandable disclosure to
  the public including our periodic reports required to be filed with the
  Securities Exchange Commission;

  Promote compliance with applicable governmental rules and regulations;
  Provide guidance to Directors, officers and employees to help them
  recognize and deal with ethical issues;

  Provide a mechanism to report unethical conduct;

  Help foster a culture of honesty and accountability.

Our Directors have committed that they will comply at all times with the
principles set forth in this Code and they expect each of our officers and
employees to do likewise.

The Company's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions must sign the acknowledgement form attached to this Code indicating
he or she has received, read, understands and agrees to comply with this Code
and return such form to the Company's Chief Executive Officer.

II. GENERAL STANDARDS OF CONDUCT

The Company expects all Directors, officers and employees to exercise good
judgment to ensure the safety and welfare of all at the Company, and to
maintain a cooperative, efficient, positive, harmonious and productive work
environment. These standards apply while working at the Company's premises,
offsite locations where the Company's business is being conducted, at
company-sponsored business and social events, or any other place where such
individual is a representative of the Company. Directors, officers and
employees who engage in misconduct or whose performance is unsatisfactory may
be subject to corrective action, including termination.

Each Director, officer and employee of the Company will at all times deal
fairly with our customers, suppliers, partners, stockholders and employees,
and will conduct business activities and operations in an ethical manner and
in compliance with all applicable laws, rules, regulations, Company policies
and the standards set forth in this Code.

Each Director, officer and employee must:

  Avoid all conflicts of interest between his or her personal and
  professional relationships; provided, however, that if the best
  interests of the Company dictate that the Company engage in a business
  situation which places or appears to place a Director, officer or
  employee in a conflict of interest situation, such conflict or
  potential conflict must be immediately and fully disclosed to the
  Company's Board of Directors prior to any commitment by the Company
  with respect thereto and the conflict should be dealt with in
  accordance with our Board's procedures for handling disclosed potential
  conflicts as set forth below;

  Provide, or cause to be provided, full, fair, accurate, timely and
  understandable disclosure in reports and documents that the Company
  files with, or submits to, the Securities and Exchange Commission
  ("SEC") and in other public communications made by the Company;
  Comply, and take reasonable actions to encourage others within the
  Company to comply, with applicable governmental laws, rules and
  regulations;

  Promptly report violations of this Code as required and specified in
  the Reporting Procedures developed by our Audit Committee a copy of
  which is attached hereto as Exhibit A.; and

  Promote accountability for adherence to this Code.

Our Company records must at all times be prepared accurately and maintained
properly, in accordance with our records management policies and all
applicable laws, rules and regulations. No false, artificial or deceptive
entries may be made in the Company's records for any reason. The simple rule
of thumb is that the Company's books must accurately reflect the transactions
they record. In addition, it is important to remember that the Company
records belong to the Company. Therefore, the Company records should not be
removed from the Company property except for a legitimate business reason,
and any documents so removed should be returned to the Company's property as
soon as practical. Accounting procedures and controls are prescribed by
Company policies. Within these policies, the senior officers of our Company
have the primary responsibility for establishing and monitoring adequate
systems of internal accounting and controls in accordance with sound
accounting principles, and all employees must adhere to these controls. The
Company's auditors will be asked from time to time to monitor and report upon
these internal controls. Our employees are required to cooperate completely
and forthrightly with the Company's internal and independent auditors. No
employee, officer or director may engage in, allow or conceal any financial
or bookkeeping irregularity.

III. RESPONSIBILITIES

A. RESPONSIBILITIES OF EMPLOYEES AND OTHERS. It is the responsibility of each
employee to ask questions, seek guidance and express concerns regarding
compliance with this Code and the related procedures. Every employee should
be aware and abide by the laws, regulations and the Company's policies
governing its business activities, regardless of their job or geographic
location. No employee will be subject to retaliation by the Company for
reporting in good faith a violation of this Code.

Individuals or companies engaged to consult for or otherwise represent the
Company or provide services to the Company must act on the Company's behalf
in a manner consistent with this Code and shall be required to comply with
these practices in their contract with the Company in the same manner as
applies to employees of the Company.

B. BOARD AND MANAGEMENT RESPONSIBILITIES. Management at all levels of the
Company is responsible for ensuring adherence to this Code. The Board of
Directors of the Company (the "Board") has a general oversight function. Any
significant deviation from the standards of conduct in this Code, whether
actual or apparent, will be reported by management to the Board along with
actual or proposed remedial actions.
Management is responsible for providing guidance and issuing procedures to
assist employees in complying with the Company's ethical business conduct,
including informing employees about the Company's policies and ensuring they
are followed, assisting employees to resolve questions/issues and maintaining
a work environment where constructive, frank and open discussion is
encouraged, without fear of retaliation.

IV. BUSINESS PRACTICIES

A. GIFTS AND ENTERTAINMENT. Business gifts and entertainment are customary
courtesies designed to build goodwill among business partners. These
courtesies include such things as meals and beverages, tickets to sporting or
cultural events, discounts not available to the general public, travel,
accommodation and other merchandise and services. However, offering or
receiving any gift, gratuity or entertainment that might be perceived to
unfairly influence a business relationship should be avoided. In addition,
the value of gifts given or received should be nominal, both with respect to
frequency and amount. Nominal gifts or entertainment may be given at the
Company's expense or accepted on behalf of the Company if: (i) they are
consistent with accepted business practice; (ii) they cannot, in the
surrounding circumstances, be reasonably construed as a bribe, payoff or
kickback; and (iii) the offer or receipt of such gifts does not violate any
law, government regulation or generally accepted ethical standards. Written
approval by the Company's President or the Company's Chief Accounting Officer
must be obtained prior to making any gifts or entertainment. Under no
circumstances may gifts of cash or cash equivalents be made or received, with
the exception of a gift certificate if such certificate meets the above
criteria.

B. BRIBES AND KICKBACKS. No effort may be made, directly or indirectly, to
influence improperly any customer, vendor or supplier of the Company. The
payment of bribes, payoffs, kickbacks or other benefits that may improperly
influence business relationships between the Company and its customers,
vendors or suppliers is prohibited. Such conduct is illegal and may violate
state and federal criminal laws.

C. POLITICAL CONTRIBUTIONS. No corporate funds, merchandise or service may be
paid or furnished, directly or indirectly, to a political party, committee,
organization or to a political candidate or incumbent, except if legally
permissible and if approved in advance in writing by the President of the
Company. This policy does not apply to or restrict the ability of any
director, officer or employee of the Company to participate voluntarily in
political activities on their own personal time or to make personal
contributions. However, the Company is prohibited from reimbursing any
Director, officer or employee for political contributions made from such
individual's personal funds.

D. PAYMENTS TO GOVERNMENT OFFICIALS OR EMPLOYEES. Corporate funds or gifts
may not be furnished, directly or indirectly, to a government official,
government employee or politician for the purpose of obtaining or maintaining
business on behalf of the Company. Such conduct is illegal and may violate
state and federal criminal laws. Assistance or entertainment provided to any
government office should never, in form or substance, compromise the
Company's arm's-length business relationship with the government agency or
official involved.

E. ACCOUNTING PROCEDURES AND DOCUMENTATION. All transactions must be
accurately recorded in a timely manner on the Company's books and records.
The recording and reporting of transactions and financial balances must
comply with generally accepted accounting principles. No undisclosed
unrecorded accounts, corporate funds or assets will be established or
maintained. No entry may intentionally distort, mislead or disguise the true
nature of any transaction. Corporate funds may not be paid with the intent or
understanding that any part of such payment is to be used for a purpose other
than that described by the documents supporting such payment. All payments
made on the Company's behalf must have supporting documentation. All expense
reporting must be documented in an accurate manner and include all required
signature approvals.

F. MARKETING. Proper marketing practices should emphasize quality products at
competitive prices. The use of misleading information, omission of important
fact or false claims about the Company's products are not acceptable.

G. COMPETITION AND FAIR DEALING. The Company seeks to outperform its
competition fairly and honestly. The Company seeks competitive advantages
through superior performance, never through unethical or illegal business
practices. Stealing proprietary information, possessing trade secret
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited.
Each director, officer and employee of the Company should endeavor to respect
the rights of and deal fairly with the Company's customers, vendors,
suppliers, competitors and with each other. No director, officer or employee
of the Company should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other intentional unfair-dealing practice. The Company's
directors, officers and employees should not falsely disparage or make unfair
negative comments about its competitors or their products and services.
Negative public statements concerning the conduct or performance of any
former Director, officer or employee of the Company should also be avoided.

H. PRIVACY OF PERSONAL INFORMATION. The Company will acquire and retain only
personal information that is required for the effective operation of the
business of the Company or that is required by law in the jurisdictions in
which the Company operates. Access to such information will be restricted
internally to those with a legitimate need to know. Employee communications
transmitted by the Company's systems are not considered private.

I. COMPLIANCE WITH LAWS AND REGULATIONS. All Directors, officers and
employees of the Company must comply with all applicable laws, regulations
and rules worldwide. Each Director, officer and employee must acquire
appropriate knowledge of the requirements relating to his or her duties
sufficient to enable him or her to recognize potential dangers and to know
when to seek advice on specific polices and procedures of the Company. No
Director, officer or employee may take any action on behalf of the Company
that violates the letter or spirit of any law or regulation. Violations of
laws, regulations and rules may subject the Director, officer or employee to
individual criminal or civil liability as well as to discipline by the
Company. Such individual violations may also subject the Company to civil or
criminal liability or the loss of business.

J. PUBLIC REPORTING. The policy of the Company requires full, fair and
accurate, timely and understandable disclosure in the periodic reports
required to be filed by the Company with the Securities and Exchange
Commission. All employees are encouraged to bring to the attention of the
appropriate senior executive officers or the Board or audit committee
members, complaints, questions or concerns regarding accounting, internal
accounting controls and auditing matters in accordance with the procedures
established by the Audit Committee of the Board of Directors of the Company.

V. PREVENTING CONFLICT OF INTEREST

A. REPORTING POTENTIAL CONFLICT OF INTEREST. Directors, officers and
employees of the Company have a responsibility to the Company and its
stockholders to act in the best interest of the Company and to avoid
situations that present a potential or actual conflict of interest between
their interest and the interests of the Company. A `conflict of interest'
exists where the private interest or benefits of one person or entity
conflict with the interest or benefits of the Company. Examples of situations
involving a conflict of interest include but are not limited to:

(i) conducting business with a firm owned, partially owned or
controlled by a Director, officer, or employee or a relative of such
person;

(ii) owning a financial interest in the Company's vendors, customers,
or competitors (ownership of less than 1% of the stock of a publicly
traded company that competes or does business with our Company is
permissible);

(iii) performing work, with or without compensation, for a competitor,
governmental or regulatory entity, customer or supplier of our Company,
or doing any work for a third party that may adversely affect your
performance or judgment on the job or diminish your ability to devote
the necessary time and attention to your duties;
(iv) using Company property, materials, supplies funds or other
resources for personal purposes.

These situations and others like them, where loyalties to our Company could
be compromised, must be avoided. Actions that might involve a conflict of
interest or the appearance of one should be disclosed in writing to
management of the Company for review by the Board.

Conflicts which are unresolved or which otherwise need to be considered by
our Board should be placed upon the agenda for the next Board meeting. If the
potential conflict involves a member of our Board of Directors, such member
shall abstain from participating in the resolution of such conflict by the
Board or any special committee to which the Board may refer such matter.
Disclosed conflicts of interest or potential conflicts of interest will not
be considered to violate our conflicts policy if and only if our Board less
any member who may have a conflict of interest with regard to the matter
under consideration or a special independent committee of our board to whom
review of such conflict has been referred, has determined that the activity
which gives rise to the disclosed conflict of interest or potential conflict
of interest is none-the-less in the best interest of the Company and is fair
to the Company and its stockholders.

B. PERSONAL, FINANCIAL OR BUSINESS INTEREST. Directors, officers or employees
may not use their position with the Company to derive or secure any personal,
financial or other benefit for themselves, their relative or associates.
Also, Directors, officers or employees may not use their position with the
Company to do business with a friend or relative or with a company in which
such Director, officer or employee of the Company, friend or relative has an
interest. In such event, the Director, officer or employee must disclose any
potential conflict of interest and withdraw from participation in the
selection of that business relationship.

C. ACTING AGAINST THE COMPANY'S INTERESTS; CORPORATE OPPORTUNITIES.
Directors, officers and employees owe a duty to the Company to advance the
Company's legitimate business interests when the opportunity to do so arises.
No Director, officer or employee may divert a business or financial
opportunity to his or her own benefit. This situation can occur when a
Director, officer or employee becomes aware of an opportunity to acquire or
profit from a business opportunity or investment that the Company may have an
interest in pursuing. In such situation, the Director, officer or employee
should disclose the relevant facts to the Board and the President. If the
Company is not interested in pursuing the opportunity and no objection is
expressed, the person may then take advantage of the opportunity. Likewise,
no Director, officer or employee shall make it possible for others to take
any opportunity of which he or she becomes aware through the use of Company
property, information or position when such opportunity could be of benefit
or interest to the Company, unless the Company has expressly decided not to
attempt to take such opportunity.  In no event may a Director, officer or
employee deal for his or her own account in products sold or services
performed by the Company. In addition, Directors, officers and employees are
prohibited from using corporate property, information or position for
personal gain or competing with the Company.

D. OUTSIDE EMPLOYMENT. No officer or employee may engage in employment
outside the Company if such employment: (i) could constitute an actual or
potential conflict of interest, or (ii) interfere with the officer's or
employee's assigned duties with the Company. Examples of such interference
include outside employment that requires the use of the Company's time or
facilities or impairs the officer's or employee's ability to give full
attention to his or her position with the Company during scheduled working
hours.

E. OUTSIDE DIRECTORSHIP AND INVESTMENTS. A Director, officer or employee
serving as a director of, or having a business or financial interest in, a
company having current or prospective dealings with the Company (such as a
competitor, customer, vendor, landlord or tenant) must immediately disclose
that fact in writing to the Company's President that it may be determined
whether the situation presents a conflict of interest. The business or
financial interests of family members living with a Director, officer or
employee of the Company also shall be considered to be the financial
interests of that director, officer or employee. Any subsequent approval to
continue or engage in such outside directorship or investment must be made in
writing. The Company will presume that ownership of not more than one percent
(1%) of a publicly traded company's securities (other than the Company) does
not involve a conflict of interest and need not be disclosed.

F. GOVERNMENT SERVICE. Although individual participation in political
activities or service in government positions outside of normal business
hours is encouraged, such activities or service may present a conflict of
interest. Any officer or employee wishing to be a candidate for public
office, whether elective or appointive, must request the prior written
approval of the Company's President. A director, officer or employee holding
a government office should abstain from any vote or decision that involves
the Company's interest.

G. LOANS. Loans to or guarantees of obligations of loans by the Company are
not permitted to any Director or executive officer of the Company.

VI. WORK ENVIRONMENT

A. EQUAL OPPORTUNITY. The Company's focus in personnel decisions is on merit
and contribution to the Company's success. The Company affords equal
employment opportunity to all qualified persons without regard to any
impermissible criterion or circumstance. The Company does not tolerate or
condone any type of discrimination.

Employees are treated without regard to race, color, religion, sex, marital
or veteran status, age, national origin, ancestry, physical disability,
mental disability, medical condition, sexual orientation or any other
characteristics protected by law. Any employee who feels that he or she has
been subject to discrimination on the basis of any legally protected status
or who has been subject to any behavior should discuss the matter with their
supervisors or an officer of the Company. All such matters will be promptly
investigated and handled as confidentially as possible. Employees are
encouraged to bring to the attention of the Company any conduct by superiors,
co-workers, clients, suppliers or any person or persons associated with the
Company that is discriminatory or disrespectful of their dignity.

B. HARASSMENT. The Company prohibits discrimination or harassment on the
basis of sex, race, religion, color, national origin or ancestry, disability,
medical condition, marital or veteran status, age, sexual orientation or any
other basis protected by law. Harassment includes unwelcome conduct of a
verbal or physical nature when such conduct (i) has the purpose or effect of
creating an intimidating, hostile or offensive working environment as defined
by law; (ii) has the purpose or effect of unreasonably interfering with an
individual's work performance; or (iii) adversely affects an individual's
employment opportunities.

The Company will not tolerate sexual harassment of its employees or
applicants for employment in any form. Sexual harassment includes, but is not
limited to, (i) unwelcome sexual flirtations, advances or propositions; (ii)
visual conduct such as leering, making sexual gestures or displaying sexually
suggestive objects, pictures, cartoons or posters; (iii) verbal abuse of a
sexual nature; (iv) subtle pressure or requests for sexual activities; (v)
unnecessary touching of an individual; (vi) graphic verbal commentaries about
an individual's body; (vii) sexually degrading words used to describe an
individual; (viii) a workplace display of sexually suggestive objects or
pictures; (ix) sexually explicit or offensive jokes; or (x) physical assault.
No director, officer or employee shall threaten or insinuate, either
explicitly or implicitly, that an employee's or applicant's refusal to submit
to sexual advances will adversely affect that person's employment, work-
status evaluation, wages, advancement, assigned duties, shifts, or any other
condition of employment or career development. Similarly, no director,
officer or employee shall promise, imply, or grant any preferential treatment
in connection with any employee or applicant engaging in sexual conduct.

Any employee who feels that he or she is a victim of harassment by any
supervisor, management official, other employee, customer, vendor, or any
other person in connection with his or her employment should bring the matter
to the immediate attention of an executive officer of the Company. The
Company will promptly investigate all allegations of harassment in as
confidential a manner as possible and will take appropriate corrective action
as warranted. Following an investigation, any employee who is determined to
have engaged in harassment in violation of this policy will be subject to
appropriate sanctions, up to and including termination.

C. HEALTH AND SAFETY AND THE ENVIRONMENT. The Company strives to provide each
employee with a safe and healthy work environment. Each employee has
responsibility for maintaining a safe and healthy workplace for all employees
by following safety and health rules and practices and reporting accidents,
injuries and unsafe equipment, practices or conditions.
All forms of unlawful conduct, including threatening or intimidating
behavior, threats assaults or violence of any kind in the workplace are
prohibited. Any director, officer or employee found using, selling or in
possession of illegal drugs on the Company's premises will be subject to
disciplinary action. Employees should report to work in a condition to
perform their duties, free from the influence of illegal drugs or alcohol.
The Company is committed to doing business in an environmentally responsible
manner. This includes complying with laws involving environmental quality and
related health and safety issues. Accordingly, every director, officer and
employees is expected to conduct the Company's business in an environmentally
responsible and safe manner and not to engage in any activity that violates
environmental laws or regulations.

VII. PROTECTION AND PROPER USE OF COMPANY ASSETS AND CONFIDENTIAL INFORMATION
A. USE OF COMPANY ASSETS. All Directors, officers and employees should
endeavor to protect the Company's assets and ensure their efficient use.
Theft, carelessness and waste have a direct impact on the Company's
profitability. Any suspected incident of fraud or theft should be immediately
reported for investigation. Company equipment should not be used for non-
Company business, although incidental personal use of telephones, fax
machines, copy machines, personal computers and similar equipment is
generally allowed if there is no significant added cost to the Company, it
does not interfere with such person's work duties and is not related to an
illegal activity or to any outside business.

B. USE OF E-MAIL AND INTERNET. E-mails systems and internet services are
provided to help us do our work. Incidental and occasional personal use is
permitted, but never for personal gain or improper purpose. Employees are
prohibited from accessing, sending or downloading any information that could
be insulting or offensive to another person, such as sexually explicit
messages, cartoons, jokes, unwelcome propositions, ethnic or racial slurs, or
any other message that could be viewed as harassment. Employees' messages,
including voice mail, are considered the Company's property and employees
should not have any expectation of privacy. Unless prohibited by law, the
Company reserves the right to access and disclose this information as
necessary for business purposes. Employees should use good judgment and not
access, send a message or store any information that they would not want to
be seen or heard by other individuals.

C. PROTECTION OF PROPRIETARY AND CONFIDENTIAL INFORMATION. Information
generated in the Company is a valuable company asset. Protecting this
information plays a vital role in the Company's continued growth and ability
to compete. Typical of such information are technical information such as
computer programs and databases, business information such as the Company's
objectives and strategies, trade secrets, processes and formulae, analysis,
charts, drawings, reports, sales, earnings, forecasts, relationships with
suppliers, marketing strategies, training materials, plans for acquisitions
or divestitures, employee compensation and records and other information of a
similar nature. Directors, officers and employees must maintain the
confidentiality of the Company's proprietary and confidential information and
must not use or disclose such information without the express consent of an
officer of the Company or when legally mandated. Adhering to this principle
is a condition of continued service or employment.

VII. INSIDER TRADING

United States and foreign securities laws, as well as the Company's policy,
prohibit the buying and selling of securities using material corporate
information that is not yet available to the public (`insider trading').
Severe penalties can be imposed on Directors, officers and employees, their
families and recipients of this insider information. All directors, officers
and employees of the Company must not disclose non-public information to any
other person. No director, officer, employee, ex-employee, including their
immediate family members, may buy or sell securities of the Company when in
possession of non-public inside information concerning the Company. This
restriction also applies to trading in securities of any other company based
on inside information acquired as a result of employment with the Company or
from some other business association with the Company. Providing `tips' to
people outside the Company based on inside information about the Company or
other companies acquired as a result of the director's, officer's or
employee's position with the Company is also prohibited by law and this
policy. Persons who involve themselves in insider trading, either by
personally engaging in trading or by disclosing material non-public
information to others, are subject to immediate dismissal and prosecution.

VIII. U.S. ANTITRUST LAWS AND OTHER COMPETITION LAWS

United States antitrust laws, as well as competition laws outside the United
States, are designed to ensure a fair and competitive free market systems.
These laws are based on the premise that open competition in a free
marketplace will lead to appropriate prices and promote an efficient,
productive economy. While the Company will compete vigorously in the
marketplace, it will comply with the applicable antitrust and competition
laws in every jurisdiction in which the Company conducts its business. The
Company will compete on the merits of its products, the prices it charges and
the customer loyalty it earns.

No director, officer, employee, agent or contractor should at any time, or
under any circumstance, enter into an agreement or understanding, written or
oral, express or implied, with any competitor concerning prices, discounts,
other terms or conditions of sale, profits or profit margins, costs,
allocation or product or geographic markets, allocation of customer,
limitations of production, boycotts of customers or suppliers, or bids or the
intent to bid or even discuss or exchange information on these subjects.
Collusion among competitors is illegal and the consequences of violation are
severe.

Violation of antitrust laws and other competition laws can result in severe
penalties being imposed upon both the Company and the individuals involved.

X. FOREIGN CORRUPT PRACTICES ACT

The Foreign Corrupt Practices Act (the "FCPA") includes anti-bribery and
corrupt payment provisions which make it illegal to make an offer, payment,
promise to pay or authorization to pay any money, gift or anything of value
to any foreign official or any foreign political party, candidate or official
with the purpose of unlawfully influencing such person(s) to make a decision
that would favor the Company's business. In addition to the anti-bribery
provisions of the FCPA, the FCPA has separate accounting standards that
require that proper controls be in place to ensure the lawful use of the
Company's assets. Pursuant to the FCPA accounting standards, no payment shall
be made, or other transaction entered into, on behalf of the Company without
proper management approval. Accordingly, the Company's funds, assets or
services cannot be used for any purpose that is unlawful under the laws of
the United States, any state thereof, or any jurisdiction, foreign or
domestic. Complete and accurate records should be maintained of all
transactions, including transactions that relate in any way, directly or
indirectly, to a foreign government official.

As a matter of strict policy of the Company, any action by any director,
officer or employee that is contrary to the provisions of the FCPA is
strictly prohibited.

XI. OUTSIDE REQUESTS FOR INFORMATION

Outside requests for information concerning the Company should only be
handled by authorized persons. All inquiries from securities analysts or
investors must be directed to the Company's President or Chief Accounting
Officer. If an employee receives an inquiry from a governmental or regulatory
agency on matters outside his or her area of responsibility or on legislative
issues, such inquiries should be directed to an executive officer. General
inquiries from the media should be directed to the Company's President.

XII. IMPLEMENTATION AND MONITORING

Management of the Company shall be responsible for explanation of this Code
so as to assure employee knowledge and compliance, as well as for enforcement
of this Code. Written certification concerning Code compliance may be
periodically required from those Directors, officers or employees so
designated by the President of the Company. As no policy can cover all
potential topics, this Code may be supplemented from time to time.
In order to ensure that violations of this Code do not result in harm to the
Company or its Directors, officers and employees, it is essential that
management of the Company be aware of any such violations. Therefore,
Directors, officers and employees are encouraged to discuss with their
supervisor or any officer of the Company any concerns they may have related
to the interpretation and application of this Code. Any Director, officer or
employee of the Company who has knowledge of a potential or suspected
violation of this Code has an obligation to report promptly relevant
information to a supervisor, any officer of the Company or the Company's
Audit Committee. Reports will be treated confidentiality to the extent
possible and consistent with the Company's responsibility to address the
issue. No person will be subject to retaliation by the Company for reporting
in good faith a violation of this Code. Directors, officers and employees are
expected to cooperate in internal investigations of misconduct.

XIII. REPORTING VIOLATIONS

The Audit Committee of our Board of Directors has established many options
for any Director, officer and employee seeking compliance advice or reporting
misconduct or violations of this Code of Ethics. You can contact your
supervisor; our Company's Chief Executive Officer, Mark I. Kenner; our
outside legal counsel, Christopher M. Hewitt; or you can place a report on an
identified or anonymous basis by calling 214-969-0250, which is staffed by
independent legal counsel. The procedures for handling compliance reports and
questions as adopted by the Audit Committee from time to time are attached to
this Code as Exhibit A.

Anyone who seeks advice, raises a concern or reports misconduct or a
violation of this Code is following the requirements of this Code and the
desires of our Board of Directors. We encourage such action. Call our
Compliance Hotline if you have reason to believe there is a problem.
Retaliation against anyone who makes a good faith report of misconduct is
illegal and will not be tolerated. We will take appropriate disciplinary
action, including severance from the Company, against any individuals
engaging in improper retaliatory conduct.

XIII. ENFORCEMENT

Violation of this Code may result in disciplinary action, up to and including
removal from office or the Board or termination of employment. Legal
proceedings may also be commenced, if necessary, to recover the amount of any
improper expenditures, any profits realized by the offending Director,
officer or employee, and any financial detriment sustained by the Company. In
appropriate circumstances, violations of this Code will be reported to the
applicable authority.

XIV. PERSONS COVERED

This Code applies to all Directors, officers and employees of the Company.
With regard to personal securities trading and certain other matters
described in this Code, the Code also applies to spouses, family members and
others who live in their households. In particular, the Company's Directors,
officers and employees may not, indirectly through a family member, do what
they cannot do directly. Therefore, all references in the Code to the
Company's Directors, officers and employees include such individuals as well
as, where appropriate, their immediate families.

Individuals or companies engaged to consult for or otherwise represent the
Company or provide services to the Company must act on the Company's behalf
in a manner consistent with this Code and shall be required to comply with
these practices in their contract with the Company in the same manner as
applies to employees of the Company.

XV. WAIVERS
Any waiver of this Code for employees other than officers or Directors shall
be communicated immediately to the Company's executive officers and the
Board. Any amendment to, or waiver of, any provision of this Code with regard
to any Director or officer must be approved by the Board. In the event that
members of the Board will be personally affected by a waiver of this Code,
such waiver shall be approved by a committee consisting entirely of members
of the Board who will not be personally affected by such waiver.

No amendment to, or waiver of, this Code will be effective until the waiver
has been reported to the person responsible for the preparation and filing of
the Company's current reports on Form 8-K, in sufficient detail to enable
such person to accurately disclose such amendment or waiver in the current
report on Form 8-K if necessary. The Company shall promptly disclose on Form
8-K, by means of filing such form with the SEC, any amendment to, or waiver
of, this Code that applies to the Company's Directors or executive officers.

XVI. HELP AND INFORMATION

All Directors, officers and employees are encouraged to bring any questions
or concerns regarding the provisions in this Code or its application to their
supervisor or any officer of the Company. This Code is not intended to be a
comprehensive rulebook. Certain situations may require specific advice.

XVII. GENERAL

This Code is a corporate statement of policy, the contents of which may be
modified substituted or altered at any time by the Company. All amendments to
this Code must be approved by the Board.

THE INFORMATION PROVIDED AND PROCEDURES SET FORTH IN THIS PUBLICATION DO NOT
CONFER CONTRACTUAL RIGHTS OF ANY KIND UPON ANY EMPLOYEE OR THIRD PARTY OR
CREATE CONTRACTUAL OBLIGATIONS OF ANY KIND FOR ARROW-MAGNOLIA INTERNATIONAL,
INC.

        ACKNOWLEDGMENT OF RECEIPT AND COMPLIANCE WITH THE CODE

I hereby certify that I have received, read and understand Arrow-Magnolia
International, Inc. (the "Company") Code of Business Conduct and Ethics. I
understand that a violation of any provision of the Code of Business Conduct
and Ethics is grounds for discipline up to and including termination of my
position with the Company. I also understand that if I discover a violation
of any provision of the Code of Business Conduct and Ethics, it is my duty to
notify the appropriate authorized persons of the Company.

I hereby agree to comply with the policies and guidelines set forth in the
Company's Code of Business Conduct and Ethics.

SIGNATURE

PRINT NAME
DATE


                                   Exhibit A
Whistleblower Policy
Procedures for the Submission of Complaints or Concerns Regarding Financial
Statement or other Disclosures, Accounting, Internal Accounting or Disclosure
Controls, Auditing Matters or Violations of the Arrow-Magnolia International,
Inc., Code of Business Ethics and Conduct

Section 301 of the Sarbanes-Oxley Act requires the Audit Committee of the
Board of Directors of Alico, Inc. (the "Company") to establish procedures
for:

(a) the receipt, retention, and treatment of complaints received by the
Company regarding accounting, internal accounting controls, or auditing
matters; and

(b) the submission by employees of the Company and others, on a
confidential and anonymous basis, of good faith concerns regarding
questionable accounting or auditing matters.
In accordance with Section 301, the Audit Committee has adopted the following
procedures:

1. The Company shall promptly forward to the Audit Committee any complaints
that it has received regarding financial statement disclosures, accounting,
internal accounting or disclosure controls or auditing matters, disclosure
violations or violations of our Code of Business Conduct and Ethics.

2. Any employee of the Company may submit, on a confidential, anonymous basis
if the employee so desires, any good faith concerns regarding financial
statement or other disclosure, accounting, internal accounting or disclosure
controls, auditing matters or violations of the Company's Code of Business
Conduct and Ethics. All such concerns shall be set forth in writing and
forwarded in a sealed envelope to the chairman of the Audit Committee, in
care of the Company's Chief Legal Officer, in an envelope labeled with a
legend such as: "To be opened by the Audit Committee only. Being submitted
pursuant to the "whistleblower policy" adopted by the Audit Committee." If an
employee would like to discuss any matter with the Audit Committee, the
employee should indicate this in the submission and include a telephone
number at which he or she might be contacted if the Audit Committee deems it
appropriate. Any such envelopes received by the Company's Chief Legal Officer
shall be forwarded promptly and unopened to the chairman of the Audit
Committee. If the employee would prefer an alternative method of contact, the
employee may contact our "Employee Whistleblower Hotline" using the contact
information set forth below or may mail a complaint as indicated above to our
Employer Whistleblower post office box using the address listed below.

3. Following the receipt of any complaints submitted hereunder, the Audit
Committee will investigate each matter so reported and take corrective and
disciplinary actions, if appropriate, which may include, alone or in
combination, a warning or letter of reprimand, demotion, loss of merit
increase, bonus or stock options, suspension without pay or termination of
employment.

4. The Audit Committee may enlist committee members, employees of the Company
and/or outside legal, accounting or other advisors, as appropriate, to
conduct any investigation of complaints regarding financial statement
disclosures, disclosure concerns or violations, accounting, internal
accounting controls, auditing matters or violations of the Company's Code of
Business Conduct and Ethics. In conducting any investigation, the Audit
Committee shall use reasonable efforts to protect the confidentiality and
anonymity of the complainant.

5. The Company does not permit retaliation of any kind against employees for
complaints submitted hereunder that are made in good faith. Additionally, no
employee shall be adversely affected because the employee refuses to carry
out a directive which, in fact, constitutes corporate fraud, or is a
violation of state or federal law or the Company's Code of Business Conduct
and Ethics.

6. The Audit Committee shall retain as a part of the records of the Audit
Committee any such complaints or concerns for a period of no less than seven
(7) years.

7. Problems or concerns related to financial statement or other disclosures,
accounting, internal or disclosure controls, auditing matters or questions,
disclosure violations or violations of the Company's Code of Business Conduct
and Ethics which an employee wishes to discuss or report on a non-
confidential or non-anonymous basis should be reported immediately to the
Company's Chief Executive Officer using the contact information specified
below or if the employee is uncomfortable reporting to such person, the
Company's outside legal counsel using the contact information specified
below.

The Chief Executive Officer or outside counsel, as the case may be, shall
keep a written record of all such reports or inquiries and make monthly
reports of the same to the Chairman of the Audit Committee in any month in
which an inquiry or complaint is received by them. If the contact is in the
nature of an alleged violation of the Company's Code of Conduct and Ethics or
an impropriety with regard to the Company's financial statements or other
disclosures, accounting, internal or disclosure controls, or auditing
matters, the allegation shall immediately be relayed by the Chief Executive
Officer or the Company's outside legal counsel to the Chairman of the Audit
Committee, who shall immediately notify the complainant that the complaint
has been received and begin the procedures outlined above.

Contact Information

Chief Executive Officer - Mark I. Kenner - 972-247-7111
Outside Legal Counsel - Christopher M. Hewitt - 214-969-0250