**EXHIBIT14****INTERNATIONAL FUEL TECHNOLOGY, INC.****CODE OF BUSINESS CONDUCT AND ETHICS****Introduction**To ensure prosperity for our stakeholders (shareholders, customers and employees), we must achieveprofitability and a return on their investment in an honest and ethical way. It is ourresponsibility to provide a sound return to our shareholders. One of our competitive advantages isour unwavering commitment to truth, candor and objectivity in our relationships with businesspartners and customers. We will continue to operate this company in the same simple,straightforward and transparent manner that is the hallmark of International Fuel Technology, Inc.(“IFT”)The name and reputation of IFT rests with how well we maintain these values. Our goal is not justto comply with the laws and regulations that apply to our business but also to strive to abide bythe highest standards of business conduct. All IFT employees and its Board of Directors will toadhere to this Code.**Note to Employees***This Code does not cover all laws or company policies. If a law conflicts with the Code, we willfollow the law. If a local custom or practice conflicts with this Code, we will follow the Code.**This Code clarifies the Company’s rights and expectations as an employer but does not create anyexpress or implied contractual rights for employees.*In accordance with the requirements of the Securities and Exchange Commission (“SEC”) and the NewYork Stock Exchange, the Board of Directors of IFT has adopted this Code of Business Conduct andEthics (the “Code”) to:**•** Promote honest and ethical conduct, including fair dealing and the proactive evaluation and handling of actual andapparent conflicts of interest; **•** Promote full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, orsubmitted to, the SEC and in other public communications; **•** Ensure compliance with applicable laws and governmental rules and regulations; **•** Ensure the protection of the Company’s business interests, including corporate opportunities, assets and confidentialinformation; and **•** Encourage reporting of illegal and unethical behavior, and deter wrongdoing.This Code shall apply to all directors, officers and employees of IFT and its subsidiaries (the“Company”). This Code reaffirms the Company’s position concerning compliance with laws andadherence to ethical business practices, and can be found on IFT’s website athttp://www.internationalfuel.com. This Code may be updated at anytime in the sole discretion ofthe IFT Board of Directors. Any change to this Code shall be promptly disclosed to the public onIFT’s website.
 

 
All directors, officers and employees of the Company are expected to be familiar with the Code andto adhere to those principles and procedures set forth in the Code.I. **Honest and Ethical Conduct**Each director, officer and employee owes a duty to the Company to act with integrity. Integrityrequires, among other things, being honest and ethical. This includes the ethical handling ofactual or apparent conflicts of interest between personal and professional relationships.Each director, officer and employee must:**•** Act with integrity, including being honest andethical and maintaining the confidentiality ofinformation where required or consistent with theCompany’s policies. **•** Observe both the form and spirit of laws andgovernment rules and regulations, generally acceptedaccounting principles, and Company policies. **•** Adhere to a high standard of business ethics. **•** Accept no improper material personal benefits fromthird parties as a result of any transaction ortransactions with the Company.II. **Conflicts of Interest**Directors, officers and employees must avoid conflicts of interest. Any activity that has even theappearance of a conflict of interest must be reviewed and when appropriate approved by the Board ofDirectors. A “conflict of interest” occurs when an individual’s personal interest interferes withthe interests of the Company, or when such interest could reasonably be viewed as interfering withthe interests of the Company. A conflict of interest can arise when a director, officer oremployee takes actions or has personal interests that may make it difficult to perform his or herCompany work objectively and effectively. Conflicts of interest also arise when a director,officer or employee, or a member of his or her immediate family, receives improper personalbenefits as a result of his or her position in the Company.Company loans to, or guarantees of obligations of, directors and executive officers and theirfamily members are likely to create conflicts of interest and, therefore, are prohibited. Inaddition, loans to, or guarantees of obligations of, other employees may create conflicts ofinterest and therefore must be reviewed in advance by the Board of Directors in order to determineif a conflict exists.**Evaluation of Potential Conflicts of Interest for Directors and Executive Officers**The Board of Directors will review all actual or apparent conflicts of interest involving Directorsor executive officers (including Senior Financial Officers). The Board may approve the matter,subject to appropriate safeguards, if it believes that only the appearance of a conflict ofinterest exists and no actual conflict of interest is present. If the Board determines that thesituation creates an actual conflict of interest, the Board will not approve the matter.III. **Public Disclosure**It is the Company’s policy that the information in its public communications, including SECfilings, be full, fair, accurate, timely and understandable. All directors, officers and employeeswho are involved in the Company’s disclosure process are responsible for acting in furtherance ofthis policy. In particular, the Chief Executive Officer, the Chief Financial Officer, and theprincipal accounting officer (the “Senior Financial Officers”) are required to maintainfamiliarity with the disclosure requirements applicable to the Company. All directors, officersand employees are prohibited from knowingly misrepresenting, omitting or causing others tomisrepresent or omit, material facts about the Company to others, whether within or outside theCompany, including the Company’s independent auditors. In addition, each director, officer oremployee who has a supervisory role in the Company’s disclosure process has an obligation todischarge his or her responsibilities diligently.IV. **Compliance**
 

 
It is the Company’s policy to comply with all applicable laws, rules and regulations. It is thepersonal responsibility of each director, officer and employee to adhere to the standards andrestrictions imposed by those laws, rules and regulations in the performance of his or her dutiesfor the Company, including those relating to accounting and auditing matters and insider trading.It is both illegal and against Company policy for any individual to profit from undisclosedinformation relating to the Company or any other company. Anyone who is aware of materialnonpublic information relating to the Company may not purchase or sell any of the Company’ssecurities. Also, it is against Company policy for any director, officer or employee, who may haveinside or unpublished material knowledge about any of our customers or any other company, topurchase or sell the securities of those companies.V. **Corporate Opportunities**Directors, officers and employees owe a duty to the Company to advance its legitimate interestswhen the opportunity to do so arises. Directors, officers and employees are prohibited from taking(or directing a third party to take) a business opportunity that is discovered through the use ofCompany property, information or position, unless the Company has already been offered theopportunity and turned it down. Directors, officers and employees are also prohibited from usingCompany property, information, or their position for personal gain, or from competing against theCompany.VI. **Confidentiality**In carrying out the Company’s business, directors, officers and employees often learn confidentialor proprietary information about the Company, its customers, suppliers, or joint venture parties.Directors, officers and employees must maintain the confidentiality of all information so entrustedto them, except when disclosure is authorized or legally mandated. Confidential or proprietaryinformation of the Company, and of other companies, includes any non-public information that wouldbe harmful to the relevant company or useful or helpful to competitors if disclosed.VII. **Fair Dealing**IFT has a long-standing policy of conducting business in an ethical manner. The Company does notseek competitive advantages through illegal or unethical business practices. Accordingly, eachdirector, officer and employee should endeavor to deal fairly with the Company’s customers,suppliers, competitors and employees. No director, officer or employee should take unfairadvantage of anyone through manipulation, concealment, abuse of privileged information,misrepresentation of material facts, or any unfair-dealing practice.VIII. **Protection and Proper Use of Company Assets**All directors, officers and employees should protect the Company’s assets and ensure theirefficient use. All Company assets should be used only for legitimate business purposes.IX **Reporting**Employees are encouraged to talk to their supervisors, managers or other appropriate personnel whenin doubt about the best course of action in a particular situation. Directors and executiveofficers must ensure that the Chairman of the Board of Directors is promptly made aware of anyexisting or potential violations of laws, rules, regulations or this Code. All other officers oremployees must promptly notify the Ethics Compliance Officer of any existing or potential violationof laws, rules, regulations or this Code. The Company will not tolerate retaliation, retributionor adverse employment action of any kind against employees who in good faith report suspectedviolations.To help assure compliance with the law and the Code, the Company has established a confidential,24 hour reporting system. Any employee may confidentially report possible violations of law, thisCode, or other IFT policy — including any direction by a supervisor that is inconsistent with thisCode — by sending an e-mail or letter to the mailing address below.All reports will be investigated fully.