Exhibit
14.1





Sajan,
Inc. and Its Subsidiaries





Code
Of Ethics For Management


(Including
Principal Executive Officer and Senior Financial Officers)


Directors,
Officers And Employees





(Adopted
March 30, 2010)







Sajan,
Inc. (the “Company”)
expects the highest ethical conduct from its principal executive officer and
senior financial officers, and other members of the Company’s management
(“management”) and employees. Your full compliance with this Code of Ethics
(this “Code”) is
mandatory.  All employees are expected to foster a corporate culture
of transparency, integrity and honesty.




Through
leadership, trust, loyalty, teamwork and commitment, it is the Company's intent
to provide a fulfilling work environment for all of its employees. Each employee
is expected to obey all laws, and through his/her actions, be worthy of public
confidence as an individual, as a member of the community and as a
representative of the Company.  The Company expects each employee to
reflect the Company's policy, and exercise the highest levels of integrity,
ethics, and objectivity in actions and relationships which may affect the
Company, or where the employee represents or negotiates on behalf of the
Company. Employees must not misuse the authority or influence of their positions
in these relationships. When there is doubt as to whether an action is
appropriate, or whether it will cause embarrassment to the Company or its
reputation, it should be avoided.




Conflicts
of Interest




As a
member of the Company’s management, you must avoid any investment, interest or
association that interferes, might interfere, or might appear to interfere, with
your independent exercise of judgment in the Company’s best
interests.




Situations
in which your personal interests conflict with your independent exercise of
judgment on behalf of the Company may include:




·
            situations
      in which you can use your position at the Company for personal gain (e.g.,
      causing the Company to enter into a business transaction with your
      relatives or friends) or




·
            situations
      which develop into actual or potential conflicts due to factors beyond
      your control (e.g., the bank at which your wife is an executive in
      commercial lending is acquired by the Company’s principal
      lender).




Situations
in the first category are strictly prohibited.  Situations in the
second category should be disclosed immediately to the Board of Directors of the
Company for a determination on procedures to avoid impairment of independent
judgment on behalf of the Company.




As with
our management, we expect our other employees to take action to prevent, and
where appropriate, to refrain from taking action that would cause our
shareholders or customers to believe there may be, any investment, interest or
association that compromises the ability of our employees to exercise their
independent judgment to act in the best interests of our Company.




If you
have concerns about any situation, follow the steps outlined below in the
Section on “Reporting
Violations.”







Accurate
Public Disclosures




Full,
fair, accurate, timely and understandable disclosures in the Company’s periodic
reports filed with the U.S. Securities and Exchange Commission and press
releases is legally required and is essential to the success of our
business.  Our management is required to exercise the highest standard
of care in preparing such public disclosures.  Furthermore, we expect
our employees to provide members of our management with accurate and clear
information whenever they are asked to provide any information to management in
connection with such public disclosures (or whenever they reasonably believe
such information will be used in such public disclosures).  The
following guidelines are intended to be instructive but are not
comprehensive:




·
            All
      Company accounting records, as well as reports produced from those
      records, must comply with applicable laws, regulations, and industry
      standards.




·
            All
      records, including accounting records, must fairly and accurately reflect
      the transactions or occurrences to which they
  relate.




·
            All
      accounting records must fairly and accurately reflect, in reasonable
      detail, the Company’s assets, liabilities, revenues and
      expenses.




·
            The
      Company’s accounting records must not contain any false or intentionally
      misleading entries.




·
            All
      transactions must be supported by accurate documentation in reasonable
      detail and recorded in the proper account and in the proper accounting
      period.




·
            No
      information should be concealed from the independent
    auditors.




Compliance




All of
our employees, including our management and our non-management employees, are
expected to comply with both the letter and spirit of all applicable
governmental laws, rules and regulations.  Such laws, rules and
regulations include, without limitation, state laws and regulations governing
the operation of the Company’s business, federal and state securities laws,
federal and state laws relating to data and customer privacy, financial
institutions, and anti-terrorism or anti-criminal enforcement
efforts.




If you
fail to comply with this Code, any other specific requirements that may be set
out in a contract or applicable employee handbook, and/or with any applicable
laws, you will be subject to disciplinary measures, up to and including
immediate discharge from the Company.  In such a case, the Board of
Directors shall determine, or designate appropriate persons to determine,
appropriate actions to be taken.  Such actions shall be reasonably
designed to deter wrongdoing and to promote accountability for adherence to the
Code, and shall include written notices to the individual involved that the
Board has determined that there has been a violation, censure by the Board,
demotion of the individual involved, suspension with or without pay or benefits
(as determined by the Board) and termination of the individual's
employment.  In determining what action is appropriate in a particular
case, the Board of Directors or such designee shall take into account all
relevant information, including the nature and severity of the violation,
whether the violation was a single occurrence or repeated occurrences, whether
the violation appears to have been intentional or inadvertent, whether the
individual in question had been advised prior to the violation as to the proper
course of action and whether or not the individual in question had committed
other violations in the past.




Reporting
Violations




Your
conduct can reinforce an ethical atmosphere and positively influence the conduct
of fellow associates. If you are powerless to stop suspected misconduct or if
you discover it after it has occurred, you must report it to the appropriate
level of management at your location.




If you
are still concerned after speaking with your local management or feel
uncomfortable speaking with them (for whatever reason), you must (anonymously,
if you wish) send a detailed note, with relevant documents, to Sajan, Inc., at
625 Whitetail Boulevard, River Falls, Wisconsin, 54022 (attention: Chief
Executive Officer).  If you have reason to believe that the Chief
Executive Officer will not address your concerns, or if you believe your
concerns have not been addressed by the Chief Executive Officer, you may address
any concerns to the attention of the Audit Committee of the Board of Directors
of the Company.




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Your
calls, detailed notes and/or e-mails will be dealt with confidentially. You have
the commitment of the Company and its Board of Directors that you will be
protected from retaliation.  Retaliation by anyone against any
reporting person will not be tolerated.




In the
course of your employment with the Company, you may be asked to provide
information relating to possible violations of this Code or other Company
policies.  In any such event, the Company expects that you will fully
cooperate with any internal investigations, including any such investigations
relating to accounting, financial and audit matters.




Changes
and Waivers




In
accordance with the rules of the U.S. Securities and Exchange Commission, any
change to, or waiver of, this Code must be immediately publicly
disclosed.




Conclusion




In the
final analysis, there are no universal rules or easy answers.  Ask
yourself whether your actions could be questioned by supervisors, associates,
clients, family and the general public.  If you are uncomfortable with
your answer, you are encouraged to discuss the situation with your immediate
supervisor or raise your concerns with the Chief Executive Officer of the
Company or any member of the Audit Committee of the Board of Directors (See
Reporting Violations
above) before proceeding.












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