**EXHIBIT 14**

 

PRECISIONAUTO CARE, INC. CODE OF ETHICS

 

This Code of Ethics andStandards has been adopted by the Board of Directors of the Corporation toassure that the Corporation adheres to ethical standards and obeys applicablelaws and that its employees clearly understand what is required of them in thatregard.

 

The President of thecorporation is responsible for the implementation and administration of thisCode.  Each manager is responsible forseeing that all employees under his or her supervision are thoroughly familiarwith the Code and are applying it consistently in all of their businessdealings.  No employee has the authorityto violate any of its provisions or to direct or authorize others to do so.

 

This Code applies toPrecision Auto Care, Inc. and to all subsidiaries and business entities,domestic and foreign, over which the Corporation has effective control.  In business affiliations in which theCorporation does not have full control, representatives of the Corporationshall use their influence to achieve adherence to the spirit and content ofthis Code.

 

**COMPLIANCEWITH LAWS**

 

It is the Corporation’spolicy to comply with all laws and regulations that are applicable to itsbusiness, both in the United States and in other countries.  To that end, the use of any Corporate fundsor assets for an unlawful or improper purpose is strictly prohibited.  Where applicable laws and regulations areambiguous, management shall obtain legal advice to clarify their meaning andassure compliance.

 

In addition, businesspractices should be compatible with the local economic and social conditions ofthe particular country or region. Accordingly, local customer and usage are germane to the interpretationof ambiguous laws and regulations. However, these factors must not be used to excuse non-compliance withclearly applicable laws or regulations.

 

**ANTITRUSTCOMPLIANCE**

 

It is the Corporation’spolicy to comply with the antitrust laws of those nations in which itmanufactures products or in which its products and services are sold.  Generally, these laws prohibit practices thatmight unreasonably restrict competition.

 

Agreements withcompetitors regarding such subjects as price fixing, market division, andoutput limitations are generally prohibited by these laws and criminalsanctions in the form of fines and imprisonment are frequently imposed forviolations.

 

**EMPLOYMENTDISCRIMINATION AND HARASSMENT**

 

It is the Corporation’spolicy to ensure that no employee or applicant for employment is discriminatedagainst in recruitment, hiring, training or promotion because of age, race,color, religion, sex, national origin, handicap, disability, marital status orveteran status provided that the employee or applicant is qualified and meetsphysical requirements established by the Company for the job.  It is also the policy of the Corporation toprovide a workplace free or harassment based on these factors.  A violation of these policies may also be aviolation of applicable law that will expose both the Corporation and theguilty individual to liability.  Inaddition to the officers listed under the section on reporting violations,reports of violations in the U.S. may be made to the President.

 

**OCCUPATIONALSAFETY AND ENVIRONMENTAL MATTERS**

 

It is the policy of theCorporation to provide its employees with a place of employment which is freefrom recognized hazards, to comply with all applicable safety laws andregulations, and to reduce the frequency, severity, and costs of lost timeoccurrences at its operations worldwide. The Corporation expects all of its employees to abide by establishedsafety procedures and considers such a condition of employment.  It is also the policy of the Corporation tocomply with all applicable laws and regulations for the protection of theenvironment and the conservation of natural resources. The Corporation expectsall of its employees to abide by established environmental policies andprocedures and considers this a condition of employment.

 

**ACCOUNTINGAND INTERNAL CONTROLS**

 

The integrity andcompleteness of record keeping is not only the Corporation’s policy, it is alsomandated by law.  The Corporation isrequired to keep books, records and accounts that accurately and fairly reflectthe transactions and dispositions of its assets and to maintain an effectiveworldwide system of internal controls.

 

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Proper accounting for alltransactions is essential to the Corporation’s control of its affairs and theaccuracy of its financial reporting.  Tomaintain the integrity of the accounting records, all cash funds, bank accountsand other accounts must be disclosed in the Corporation’s books of account andall entries in the Corporation’s books must be prepared carefully and honestlyand must be supported by adequate documentation to provide a complete, accurateand auditable record of the transactions they describe.  All employees have a responsibility to assurethat their work is complete and accurate. No false or misleading entries may be made for any reason; and noemployee may assist any other person in making such entries.

 

Secret activities cannotbe controlled and invite misconduct, while full and certain disclosurereinforces responsibility and acts as a powerful deterrent to wrongdoing.  Therefore, it is vital that no fund, asset,liability, revenue, or expense of the Corporation be concealed or incompletelyrecorded in any situation for any purpose. Any employee having information or knowledge or any unrecorded fund orasset or any prohibited act should promptly report it to the Corporation’sPresident or Controller.

 

The Corporation’sinternal audit function plays a significant role in providing management withevaluations of the effectiveness of internal controls over accounting, operationaland administrative functions.  Theinternal auditors are charged with the responsibility of conducting objectiveand independent examinations, taking into account the high standards ofbusiness ethics, integrity and honesty required of all employees.  All employees must cooperate fully with theauditors.  Intentionally false ormisleading statements to auditors, whether internal or external, are considereda falsification of records.

 

**CONFLICTSOF INTEREST**

 

*GeneralMatters*.  While theCorporation respects the privacy of its employees in the conduct of theirpersonal affairs, it insists that they fully discharge their employmentobligations to the Corporation. Employees should avoid any activity that involves the unauthorized useof Corporation time, equipment and information, or that could adversely affectthe Corporation’s reputation, relations with others, or that otherwise conflictwith the Corporation’s business interests. Employees should avoid situations in which their personal interests maycome into conflict, or may appear to conflict with the interests of theCorporation, including the Corporation’s interests, in its relations withcurrent or prospective suppliers, customers, or competitors.

 

Without limiting thegeneral scope of this policy, the following relationships and courses ofemployees’ conduct will be considered to involve a conflict of interest unlessin special circumstances they are specifically approved by the President.

 

•                                          Concurrentemployment by the Corporation and by any other firm or person if the employmentencroaches materially on time or attention that should be devoted to theCorporation’s affairs.

 

•                                          Concurrentemployment of employees by the Corporation and by any other firm or person thatis a present or potential competitor, supplier of material or services, orcustomer of the Corporation.

 

•                                          Holding by anemployee or the employee’s immediate relatives of a material financial interestin any present or potential competitor, supplier of material or services, orcustomer of the Corporation.  The term “financialinterest” refers to any form of ownership or partial ownership.

 

•                                          Acceptance byan employee or the employee’s immediate relatives of membership on the board ofdirectors of any present or potential competitor, supplier of material orservices, or customer of the Corporation or as a consultant or advisor to anysuch board of directors or to the management of such firm or person exceptwhere the business relationship between the Corporation and the organization isnot significant.

 

•                                          Lendingmoney, guaranteeing debts, borrowing money, or accepting gifts or favors so as toplace an employee or the employee’s immediate relatives under obligation to apresent or potential competitor, supplier of material or services, or customerof the Corporation.

 

•                                          Participationby an employee in any voluntary organization, whether civic, professional, orotherwise, is encouraged except where the employee may be expected to divulgeprivileged or confidential information or trade secrets of the Corporation ortake any other action that may subvert the Corporation’s interest, reputation,or goodwill.

 

•                                          Speculativedealing by an employee or the employee’s immediate relatives in the securitiesof, or the acquisition of an interest in, a firm with which the Corporation, tothe employee’s or the relatives’ knowledge, is negotiating or contemplatingnegotiation for a merger or acquisition.

 

•                                          Any misuse ofconfidential information available to or gained by an employee by reason of theemployee’s employment with the Corporation.

 

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*FranchiseMatters*.  As notedabove, the Corporation’s conflicts of interest policy requires employees toavoid situations in which their personal interests may conflict, or may appearto conflict, with the interests of the Corporation’s.  The Corporation believes that the day-to-daydemands of owning a business (a “PTAC Franchise”) that operates under the termsand conditions of a PTAC Franchise Agreement with the Corporation or any of itsaffiliates or engaging in activities relating to a PTAC Franchise, while beingemployed by the Corporation would create a conflict of interest and couldadversely affect an employee’s PTAC Franchise and also reduce the employee’seffectiveness in performing the day-to-day responsibilities as a employee ofthe Corporation.  Therefore, theCorporation’s policy is that employees and members of their immediate familiesare prohibited from having any ownership in a PTAC Franchise or engaging in anyother related activities.  Such relatedactivities include, but are not limited to, the ownership or rental of land orbuildings that relate in any way to a Franchise.

 

**INSIDEINFORMATION**

 

Employees have aresponsibility to ensure that inside information concerning the Corporation andits officers is not misused.  Insideinformation is defined as financial information and other material informationabout the Corporation (e.g., the Corporation’s plans to make an acquisition orto divest itself of a business or assets) not generally known to thepublic.  The use of such information tobuy or sell the Corporation’s stock, or to advise others to do so, could haveserious legal consequences.  Avoid givinginside information to or discussing it with others.

 

**IMPROPERPAYMENTS**

 

No payments will be madeby or on behalf of the Corporation either directly or indirectly togovernmental officials, political candidates, political parties, or officers oremployees of customers, suppliers or competitors if (a) the payment wouldviolate applicable laws or (b) the payment is designed to secure favoredtreatment for the Corporation.

 

Payment includes unearnedcommissions or refunds, the donation or loan of the Corporation’s property orservices of the Corporation’s personnel, the incurring or paying of expenses onbehalf of another, and the reimbursing of officers, employees or agents of theCorporation for payments made by them on the Corporation’s behalf.

 

Payment does not includelawful political contributions, authorized and reasonable entertainment ofcustomers, potential customers or others involved with the Corporation’sbusiness in a manner appropriate to the business relationship and thediscussion of business matters, gifts of sales promotion items, or, where thelocal custom requires, payment of small gratuities to minor governmentalfunctionaries to secure the routine processing of paperwork (for example,gratuities to minor customs officials for processing import documents) providedthat such payments (i) are not either individually or in the aggregatesignificant in amount, (ii) are fully disclosed in the Corporation’srecords and (iii) are approved by the manager of the local operation.  While these transactions are not prohibitedby this policy, they must be accurately disclosed in the Corporation’s books ofaccount.

 

This policy does notaffect the right of employees, acting in an individual capacity and not asrepresentatives of the Corporation, to support political parties or candidatesof their choice.  Since violation of thispolicy can create public reporting and tax problems for the Corporation as wellas expose the Corporation and its officers, directors and the employee involvedto civil and criminal sanctions, strict adherence is required.  It is the responsibility of management at alllevels to enforce this policy and of all employees to report violations to, or,in doubtful cases, to seek advice from their superiors or from the Corporation’scounsel.

 

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**GIFTS,GRATUITIES AND ENTERTAINMENT**

 

Giving and receivingbusiness gifts of nominal value, while discouraged, is permissible wherecustomary.  Giving or receiving gifts ofsignificant value is strictly prohibited. Customary business entertainment is proper; impropriety results when thevalue or cost is such that it could be interpreted as affecting an otherwiseobjective business decision.

 

Business related socialcontacts can be in the best interest of the Corporation when properly conductedon a limited basis.  Employees shouldmake every effort to ensure that there is not the slightest reason for a thirdparty to view these contacts as improper. Following are examples of appropriate social amenities that are normallyacceptable under Corporate policy:

 

•                                          Acceptance ofrefreshments before or after a business meeting.

 

•                                          Acceptance ofmeals before or after a business meeting or when otherwise business related,provided that the frequency is normally not more than once a calendar quarterfrom any one company nor more than once a week from all suppliers, competitorsand customers in the aggregate. Corporation personnel should reciprocate when it is determined by the employeeand his superior that it is in the best interest of the Corporation to doso.  These expenses will be reimbursed onsubmission of an expense report.

 

Transportation providedin a supplier’s, competitor’s or customer’s aircraft, vehicle or boat for otherthan approved Corporation business trips is prohibited, as are othernon-business related travel expenses paid by such companies.

 

**IMPLEMENTATIONOF THE CODE**

 

Each manager isresponsible for distribution of this Code to appropriate personnel within themanager’s function or organization and for providing knowledge, education andunderstanding of its importance and meaning. Employees violating this Code will be subject to disciplinary action,possibly including dismissal.

 

Employees may be requiredperiodically to certify, in writing, compliance with this Code or to describeany deviations known to them.

 

Immediate updates arerequired if there is a change in the information contained in the most recentcertificate signed by the employee.

 

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**REPORTINGVIOLATIONS OF THE CODE**

 

An employee who becomesaware of a violation of this Code or believes that a violation may take placein the future must report the matter. Ordinarily, the report should be made to the employee’s immediatesupervisor who, in turn, must report it to the President If no action is takenby the supervisor or the employee feels that it would be appropriate to reportto a person in higher authority, the employee should bring the matter to theattention of the appropriate manager or, if that is not appropriate, to theChief Financial Officer, the President, the Corporation’s Chairman of the Board, or the Chairman of the Audit Committee of the Board of Directors.  To assure that a reporting employee isprotected from reprisal, requests for anonymity will be respected to the extentthis does not result in the violation of the rights of another employee.  Any attempt at reprisal against the reportingemployee will be punished severely.

 

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