**EXHIBIT 14**

 

PRECISION AUTO 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 to PrecisionAuto Care, Inc. and to all subsidiaries and business entities, domestic andforeign, 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.

 

**COMPLIANCE WITH LAWS**

 

It is the Corporation’s policyto comply with all laws and regulations that are applicable to its business,both in the United States and in other countries.  To that end, the use of any Corporate funds or assets for anunlawful or improper purpose is strictly prohibited.  Where applicable laws and regulations are ambiguous, managementshall obtain legal advice to clarify their meaning and assure compliance.

 

In addition, business practicesshould be compatible with the local economic and social conditions of theparticular 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.

 

**ANTITRUST COMPLIANCE**

 

It is the Corporation’s policyto comply with the antitrust laws of those nations in which it manufacturesproducts or in which its products and services are sold.  Generally, these laws prohibit practicesthat might unreasonably restrict competition.

 

Agreements with competitorsregarding such subjects as price fixing, market division, and outputlimitations are generally prohibited by these laws and criminal sanctions inthe form of fines and imprisonment are frequently imposed for violations.

 

**EMPLOYMENT DISCRIMINATION AND HARASSMENT**

 

It is the Corporation’s policyto ensure that no employee or applicant for employment is discriminated againstin recruitment, hiring, training or promotion because of age, race, color,religion, sex, national origin, handicap, disability, marital status or veteranstatus provided that the employee or applicant is qualified and meets physicalrequirements established by the Company for the job.  It is also the policy of the Corporation to provide a workplacefree or harassment based on these factors. A violation of these policies may also be a violation of applicable lawthat will expose both the Corporation and the guilty individual toliability.  In addition to the officerslisted under the section on reporting violations, reports of violations in theU.S. may be made to the President.

 

**OCCUPATIONAL SAFETY AND ENVIRONMENTAL MATTERS**

 

It is the policy of the Corporationto provide its employees with a place of employment which is free fromrecognized hazards, to comply with all applicable safety laws and regulations,and to reduce the frequency, severity, and costs of lost time occurrences atits operations worldwide.  TheCorporation expects all of its employees to abide by established safetyprocedures 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.

 

**ACCOUNTING AND INTERNAL CONTROLS**

 

The integrity and completenessof record keeping is not only the Corporation’s policy, it is also mandated bylaw.  The Corporation is required tokeep books, records and accounts that accurately and fairly reflect thetransactions 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 toassure that 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 cannot becontrolled and invite misconduct, while full and certain disclosure reinforcesresponsibility 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’s internalaudit 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.

 

**CONFLICTS OF INTEREST**

 

*General Matters*.  While the Corporation respects the privacyof its employees in the conduct of their personal affairs, it insists that theyfully discharge their employment obligations to the Corporation.  Employees should avoid any activity thatinvolves the unauthorized use of Corporation time, equipment and information,or that could adversely affect the Corporation’s reputation, relations withothers, or that otherwise conflict with the Corporation’s businessinterests.  Employees should avoidsituations in which their personal interests may come into conflict, or mayappear to conflict with the interests of the Corporation, including theCorporation’s interests, in its relations with current or prospectivesuppliers, customers, or competitors.

 

Without limiting the generalscope of this policy, the following relationships and courses of employees’conduct will be considered to involve a conflict of interest unless in specialcircumstances 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.

 

•                                          Holdingby an employee or the employee’s immediate relatives of a material financialinterest in any present or potential competitor, supplier of material orservices, or customer of the Corporation. The term “financial interest” refers to any form of ownership or partialownership.

 

•                                          Acceptanceby an employee or the employee’s immediate relatives of membership on the boardof directors 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 asto place an employee or the employee’s immediate relatives under obligation toa present or potential competitor, supplier of material or services, orcustomer of 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.

 

•                                          Anymisuse of confidential information available to or gained by an employee byreason of the employee’s employment with the Corporation.

 

*Franchise Matters*.  As noted above, the Corporation’s conflictsof interest policy requires employees to avoid situations in which theirpersonal interests may conflict, or may appear to conflict, with the interestsof the Corporation’s.  The Corporationbelieves that the

 

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day-to-day demands of owning abusiness (a “PTAC Franchise”) that operates under the terms and conditions of aPTAC Franchise Agreement with the Corporation or any of its affiliates orengaging in activities relating to a PTAC Franchise, while being employed bythe Corporation would create a conflict of interest and could adversely affectan employee’s PTAC Franchise and also reduce the employee’s effectiveness inperforming the day-to-day responsibilities as a employee of theCorporation.  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.

 

 

**INSIDE INFORMATION**

 

Employees have a responsibilityto ensure that inside information concerning the Corporation and its officersis not misused.  Inside information isdefined as financial information and other material information about theCorporation (e.g., the Corporation’s plans to make an acquisition or to divestitself of a business or assets) not generally known to the public.  The use of such information to buy or sellthe Corporation’s stock, or to advise others to do so, could have serious legalconsequences.  Avoid giving insideinformation to or discussing it with others.

 

**IMPROPER PAYMENTS**

 

No payments will be made by oron behalf of the Corporation either directly or indirectly to governmentalofficials, political candidates, political parties, or officers or employees ofcustomers, suppliers or competitors if (a) the payment would violate applicablelaws or (b) the payment is designed to secure favored treatment for theCorporation.

 

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 include lawfulpolitical contributions, authorized and reasonable entertainment of customers,potential customers or others involved with the Corporation’s business in amanner appropriate to the business relationship and the discussion of businessmatters, gifts of sales promotion items, or, where the local custom requires,payment of small gratuities to minor governmental functionaries to secure theroutine processing of paperwork (for example, gratuities to minor customsofficials for processing import documents) provided that such payments (i) arenot either individually or in the aggregate significant in amount, (ii) arefully disclosed in the Corporation’s records and (iii) are approved by themanager of the local operation.  Whilethese transactions are not prohibited by this policy, they must be accuratelydisclosed in the Corporation’s books of account.

 

This policy does not affect theright of employees, acting in an individual capacity and not as representativesof the Corporation, to support political parties or candidates of their choice.  Since violation of this policy can createpublic reporting and tax problems for the Corporation as well as expose theCorporation and its officers, directors and the employee involved to civil andcriminal sanctions, strict adherence is required.  It is the responsibility of management at all levels to enforcethis policy and of all employees to report violations to, or, in doubtfulcases, to seek advice from their superiors or from the Corporation’s counsel.

 

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**GIFTS, GRATUITIES AND ENTERTAINMENT**

 

Giving and receiving businessgifts of nominal value, while discouraged, is permissible where customary.  Giving or receiving gifts of significantvalue is strictly prohibited.  Customarybusiness entertainment is proper; impropriety results when the value or cost issuch that it could be interpreted as affecting an otherwise objective businessdecision.

 

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:

 

•                                          Acceptanceof refreshments before or after a business meeting.

 

•                                          Acceptanceof meals 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 theemployee and his superior that it is in the best interest of the Corporation todo so.  These expenses will bereimbursed on submission of an expense report.

 

Transportation provided in asupplier’s, competitor’s or customer’s aircraft, vehicle or boat for other thanapproved Corporation business trips is prohibited, as are other non-businessrelated travel expenses paid by such companies.

 

**IMPLEMENTATION OF THE CODE**

 

Each manager is responsible fordistribution of this Code to appropriate personnel within the manager’sfunction or organization and for providing knowledge, education and understandingof 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 are requiredif there is a change in the information contained in the most recentcertificate signed by the employee.

 

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**REPORTING VIOLATIONS OF THE CODE**

 

An employee who becomes awareof a violation of this Code or believes that a violation may take place in thefuture 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 taken by the supervisor orthe employee feels that it would be appropriate to report to a person in higherauthority, the employee should bring the matter to the attention of theappropriate manager or, if that is not appropriate, to the Chief FinancialOfficer, the President, the Corporation’s Chairman of the Board , or theChairman 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 thereporting employee will be punished severely.

 

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