## **EXHIBIT 14**

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**MICROCOMPONENT TECHNOLOGY, INC.**

 

## CODE OFETHICS

 

(Adopted April 8, 2004)

 

### **A.            Introduction**

 

The Board of Directors has adopted this Code of Ethics to promote (1)the highest honest and ethical conduct, and (2) compliance with laws,regulations, and Company policies, by the Company’s directors, officers,employees and contractors.

 

This Code is in addition to the Company’s other policies, procedures,rules and practices, which continue to apply. It is also in addition to the terms and conditions of any agreementbetween a person and the Company.

 

This Code is intended as a statement of basic principles and standardsand does not include specific rules that apply to every situation.  If a situation arises that is not covered bythe Code, you are expected to act in that situation with the highest honest andethical conduct.  If you are unsurewhether a particular activity or relationship is improper under this Code, seekclarification from your supervisor, or the Board or the Audit Committee if youare a director or officer.

 

This Code should not be construed as a contract of employment and doesnot change any person’s status as an at-will employee.  This Code is for the benefit of the Company,and no other person is entitled to enforce this Code.  This Code does not create any private cause of action or remedyin any other person for a violation of this Code.

 

A copy of this Code has been filed with the Securities and ExchangeCommission and is therefore available to the public.

 

### **B.            Application**

 

You are subject to this Code if you are a director, officer, employeeor contractor of the Company or any of its subsidiaries.  Violation of the Code can result indisciplinary actions, including dismissal.

 

### **C.            Compliancewith Laws, Rules and Regulations**

 

You are required to comply with all applicable laws, rules andregulations when engaged in activities that involve the Company.  This includes laws of any foreign countriesin which the Company does business. Although you are not expected to know the details of all applicablelaws, rules and regulations, you are expected to seek advice from yoursuperiors at the Company (who will, if necessary, contact legal counsel) if youhave a question about any applicable laws, rules and regulations, or if you areunsure whether particular conduct is illegal.

 

### **D.            Conflictof Interest**

 

You must seek to avoidconflicts of interest.  If a conflict ofinterest arises, you must disclose it to your supervisor (or the Board or theAudit Committee if you are an officer or director) and attempt to resolve theconflict in an honest and ethical manner. Conflicts of interest exist when your private interest interferes in anyway with the interest of the Company. For example, having outside financial interests that interfere with yourability to effectively and objectively perform your work for our Company is aconflict of interest.  Conflicts ofinterest may also arise if you receive, or a member of your family receives, animproper personal benefit as a result of your position with the Company.

 

The following standards apply to common situations where potentialconflicts of interest may arise.

 

1.             Gifts andEntertainment.  Personal gifts andentertainment of nominal value ($100 or less) offered by persons doing businesswith the Company may be accepted, when offered in the ordinary and normalcourse of the business relationship. Any other gifts or entertainment, including any gifts of cash, areprohibited.  Any gifts given by theCompany’s directors, officers or employees must be recorded on the Company’sfinancial records.

 

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2.             FinancialInterests in Other Organizations. Your financial interest in another organization may create a conflict ofinterest if the other organization has a material business relationship with,or is a direct competitor of, the Company, and your financial interest is ofsuch a size that your ability to exercise independent judgment on behalf of theCompany may be compromised.  As ageneral rule, a passive investment will not be considered improper if it:

 

(a)                                  is in publicly traded shares

(b)           represents less than 1% of theoutstanding equity of the organization in question; and

(c)                                  represents less than 5% of your networth.

 

3.             Other OutsideBusiness Activities.  Thedetermination of whether any other outside position you may hold creates aconflict of interest will depend on the facts and circumstances of eachcase.  Your involvement in tradeassociations, professional societies, and charitable and similar organizationswill not normally be viewed as improper. However, if those activities are likely to take substantial time from orotherwise conflict with your responsibilities to the Company, you should obtainprior approval from your supervisor.

 

### **E.             CorporateOpportunities**

 

You are prohibited from taking for yourself any opportunities that cometo you as a result of your position with the Company, or that are discovered byyou through the use of corporate property, information or position, unless theBoard of Directors has declined to pursue the opportunity.  You may not use corporate property,information, or position for personal gain, or to compete with theCompany.  You owe a duty to act in thebest interests of the Company at all times.

 

### **F.             FairDealing**

 

You are expected to deal fairly with the Company’s suppliers,customers, competitors and employees and with other persons with whom theCompany does business.  You should nottake unfair advantage of anyone through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts, or any otherunfair practice.

 

### **G.            Confidentiality**

 

You must maintain the confidentiality of all confidential informationentrusted to you by the Company or by persons with whom the Company doesbusiness, except when disclosure is authorized or legally mandated.  Confidential information includes allnon-public information of the Company, such as trade secrets, patents,trademarks and copyrights as well as business, marketing and service plans,engineering and marketing ideas, designs, databases, records, salaryinformation and any unpublished financial data and reports.  Unauthorized use or distribution of thisinformation is a violation of Company policy and could also be illegal andresult in civil or criminal penalties. This prohibition is in addition to any restrictions contained in anynondisclosure agreement between you and the Company.

 

### **H.            Protectionand Proper Use of Company Assets**

 

You are responsible to protect the Company’s assets and promote theirefficient use.  Theft, carelessness andwaste have a direct impact on the profitability of the Company.

 

### **I.              InsiderTrading**

 

The Company has adopted an Insider Trading Policy that prohibits usingmaterial non-public information about the Company for trading in the Company’ssecurities.  You are required to abideby that policy.  Please contact yoursupervisor if you need a copy of the policy.

 

J.                                         Company Records and Financial Statements

 

The integrity of theCompany’s financial reporting is of the utmost importance.  Management will establish and maintaininternal standards and a system of internal accounting controls designed toprovide that transactions are recorded accurately and honestly.  All transactions must be accuratelyreflected in the Company’s books and records in accordance with generallyaccepted accounting principles and in compliance with all laws and Companypolicies regarding the maintenance

 

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of accounts andrecords.  All financial data should beprepared promptly, carefully, and honestly. Falsifying or altering records or reports or knowingly approving falseor altered records or reports is prohibited. Records should always be retained or destroyed according to theCompany’s records retention procedures.

 

### **K.            PublicDisclosures**

 

It is the Company’s policy to provide full, accurate, timely, andunderstandable disclosure in all reports and documents that we file with, orsubmit to, the Securities and Exchange Commission, and in all other publiccommunications made by the Company.  Allofficers and employees involved in preparation of the Company’s SEC filings areexpected to act in conformance with this policy at all times.

 

### **L.            PoliticalContributions**

 

The Company’s funds and resources may not be used tomake a political contribution to any political candidate or political party anywherein the world.  Exceptions to this policyare allowed if such contributions are permitted by law and permission isreceived in advance from the CEO.

 

### **M.           Waiversof the Code of Ethics**

 

If you wish to obtain a waiver for any activity or relationship, youshould disclose it first to your immediate supervisor (or the Board ofDirectors or Audit Committee if you are an officer or director), who will firstmake a determination whether a waiver of this Code is required and second, ifrequired, whether a waiver will be granted. However, any waiver of this Code for an officer or director by theCompany’s Board of Directors (or the committee to which the Board of Directorsdelegates this function) will promptly be disclosed to the extent required byapplicable law, rule or regulation.

 

### **N.            Reportingany Illegal or Unethical Behavior**

 

Employees are encouraged to promptly report violations of laws, rulesand regulations and this Code to their supervisors or, if their supervisors maybe involved in improper conduct or have failed to take appropriate action, thento the Company’s CEO or CFO.  Violationsby the CEO or a director should be reported to the Board or the AuditCommittee.  Violations may also bereported to the Company’s outside legal counsel, Best & Flanagan LLP(contacts:  James Diracles and CharlesBerquist at 612-339-7121). Any report of a violation need not be signed and may be sentanonymously.  All reports, includingthose sent anonymously, will be promptly investigated and, if found to beaccurate, acted upon in a timely manner. All persons covered by this Code are expected to cooperate in internalinvestigations of misconduct.

 

It is the Company’s policy not to allow actual or threatenedretaliation, harassment or discrimination due to reports of misconduct byothers made in good faith.  Anyretaliation or threat of retaliation against any persons for refusing toviolate this Code, or for reporting in good faith the violation or suspectedviolation of this Code, is itself a violation of this Code and subject todiscipline, including termination.

 

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