**Exhibit14**

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**J.B. POINDEXTER & CO., INC**

**Code ofEthics**

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**Table ofContents**

 

Code of EthicsCertificate

CorporateAccountability

Conflict ofInterest

BusinessConfidentiality

Prohibition ofInsider Transactions

Release of CompanyInformation

Prohibition ofImproper Transactions

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**CERTIFICATEOF RECEIPT AND ACKNOWLEDGMENTREGARDING ETHICS POLICIES AND PROCEDURES OFJ. B. POINDEXTER & CO., INC. AND ITSSUBSIDIARIES AND AFFILIATES**

***(Updated11/14/06)***
|                                                                                                                                           | I,     |         | , an employee of |                | ,      |
|-------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|------------------|---------------------|--------|
|                                                                                                                                      |   | (print name) |             | (name of  employer) |   |
| acknowledge receipt of, and agree to abide by, the  policies and procedures of J.B. Poindexter & Co., Inc. and its  subsidiaries      |
| and affiliates (collectively, the “Company”),  including, but not limited to the policies and procedures entitled as  followed: |

 

Corporate Accountability

Conflict of Interest

Business Confidentiality

Prohibition of Insider Transactions

Release of Company Information

Prohibition of Improper Transactions

I acknowledge that I haveread and understand these policies and procedures.  I further understand that if I have anyquestions concerning my obligations regarding the policies and procedures ofthe Company, I should consult with the President of my employer.
|                       |   |     |
|-----------------------|--------|----------|
| Signature of Employee |   | Date     |
|                  |   |     |
|                  |   |     |
|                  |   |     |
| Print Name in Full    |   | Position |

 

Listany of your activities or interests or those of your immediate family (parents,spouse, and children) that might conflict, or appear to conflict, with yourresponsibilities to the Company that do not adhere to the above policies.  List gifts (e.g. sporting events, clothing,etc.) of $150 or greater value given to you by any interested parties (e.g.suppliers).
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**J.B.POINDEXTER & CO., INC. POLICY AND PROCEDURES**

**CORPORATEACCOUNTABILITY**

APPLICATION:

This policy applies to all directors, officers, and employees of J.B.Poindexter & Co., Inc., and its subsidiaries, divisions and affiliates(collectively referred to as the Company).

POLICY:

It is the responsibility of the Company to maintain an effective systemof controls and procedures for financial reporting.

PURPOSE:

The purpose of this policy is to explain the Company’s policy regardingthe maintenance of an effective system of controls and procedures and theevaluation and reporting of the effectiveness of the controls and proceduresfor financial reporting.  The Company is issuing thesepolicies and procedures to confirm and restate its guidelines and boundaries asa basis for identifying, designing, and maintaining controls and procedures forfinancial reporting.  At a minimum, eachsubsidiary within the Company must comply with the Company’s accountingpolicies and procedures manual.

PROCEDURE:

The purpose of internal controls and procedures for financial reportingis to ensure that the Company has processes to provide reasonable assurancethat:

·             the Company’s transactions are properlyauthorized;

·             the Company’s assets are safeguardedagainst unauthorized or improper use; and

·             theCompany’s transactions are properly recorded and reported

so as to permit the preparation of the Company’s financial statementsin conformity with generally accepted accounting principles.

Sometimes it is difficult to determine what specific controls fallwithin the scope of financial reporting. Often, for example, controls to accomplish operations or complianceobjectives can also help accomplish financial reporting objectives.  Examples of these include:

·             **Operations**.Physical controls over inventory, legal settlements, production statistics, andfacility usage.

·             **Compliance**. Controls over patent expirations, income taxassessments, and penalties for non-compliance.

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Some examples of activitiesor events that may impact the need for disclosures and supporting controlsinclude:

·             **Operations**. Backlog, changes in keycontracts, legal proceedings, supply chain interruptions, and termination of amajor supplier or customer contracts.

·             **Compliance**. Failure to comply with acontractual obligation or a covenant of a debt instrument or a negativeregulatory decision.

ACKNOWLEDGMENT:

Acknowledgment of the Corporate Accountability Policy is a condition ofemployment and the Company requires strict compliance.  Employees having any questions concerningthis policy should discuss them with their presidents. Reporting should be madeas follows:

Certifications will be submitted quarterly, by the divisionPresident and CFO as part of the parent’s SEC reporting.

All information thus disclosed will be treated on a confidential basis,except to the extent necessary for the protection of the Company’s interest orrequired by law.

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**CONFLICT OF INTEREST**

APPLICATION:

This policy applies to all directors, officers, and employees of J.B.Poindexter & Co., Inc., and its subsidiaries, divisions and affiliates(collectively referred to as the Company).

POLICY/PROCEDURE STATEMENT:

It is the policy of the Company, in its relationship with members ofits board of directors, officers, and employees, to conduct its affairs in afair, just, and proper manner.  Allemployees should avoid transactions, commitments, and other activities whichare not in the Company’s best interest or which could involve a conflictbetween the employee’s personal interests and those of the Company.

PURPOSE:

To ensure that all employees know and understand the Company’s positionregarding conflict of interest and to provide some guidelines in dischargingthe employees’ duties and responsibilities.

PROCEDURE:

It is not possible to define all situations which could involve aconflict of interest.  In most instances,however, normal judgment should be sufficient to evaluate a situation ofpotential conflict of interest.  In thosecases where doubt exists concerning the applicability of this policy, pertinentfacts should be presented through the employee’s supervisor to the senior humanresource person of the division for discussion with the president of thedivision and the Vice President of Administration of J.B. Poindexter & Co.,Inc., if necessary.

The following is provided as a guide in determining circumstances whichmight create conflicts of interest.  Itdoes not however, contemplate all possible conflicts.

Ethical Business Conduct

All members of the board of directors, officers, and employees of theCompany occupy, in varying degrees, positions of trust and confidence.  In discharging the responsibilities of thesepositions, they owe the Company absolute honesty and integrity.  This includes: the duty not to engage inactivities for personal gain in conflict with the interest of the Company; theduty not to exploit their positions with the Company by converting to their ownuse money and other things of value which lawfully belong to the Company; theduty to deal openly with and make full disclosure to the Company, and the dutyto act in good faith, with integrity, and high standards of conduct.

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Interest in CompaniesTransacting Business with The Company and Subsidiaries

The Company buys many goods and services from others.  In transacting such business, it is thepolicy of the Company to select vendors and contractors on the basis of merit,without favoritism, and whenever practicable, on a competitive basis.  This policy requires that employees have noundisclosed relationships or engage in any activities that might impair theirindependence or judgment.

It is contrary to Company policy for a director, an officer, or anemployee in a sensitive position involving buying or selling goods or servicesor negotiating with vendors or contractors to have any economic interest eitherdirectly or indirectly in any private or publicly held business organizationswhich transact business with the Company or are in competition with it.  An economic interest does not include lessthan 5% of the stock of a publicly traded company.  Further, no officer or employee or any memberof his or her immediate family or any associate may lease or rent any kind offacilities or equipment to the Company, or to any company or individual dealingwith the Company or a contractor or supplier without prior approval in writingfrom the Chief Executive Officer of J.B. Poindexter & Co., Inc.

Management Positions withOther Companies

Approval from the Chief Executive Officer of J.B. Poindexter & Co.,Inc. must be obtained for an officer or employee to serve as an officer,director, consultant, or as a member of management at any level, in another forprofit company.  This restriction doesnot apply to non-profit, civic, educational, social, professional, andreligious organizations.

Effect of Directorshipson Transactions

The directors of the Company, generally have diversified business interests,and are connected with other corporations and firms with which, from time totime, the Company may have business dealings. No contract or other transaction between the Company and any othercorporation will be affected by the fact that any director has an interest in,or is a director or officer of, such corporation or firm.  No directors of the Company will vote on anytransaction in which he, or a company or firm with which he or she hasconnections, is involved.

Disclosure ofConfidential Information

It is contrary to Company policy for a director, an officer, oremployee to give or release without management approval any data or informationof a confidential nature (i.e., data and information which has not beengenerally disseminated) relating to the Company’s business to an unauthorizedfellow employee, to anyone outside the Company, or to use such knowledge inadvancing his or her personal interest through buying or selling companysecurities, or the stock of an acquisition candidate, or otherwise. Thisincludes any information on acquisition programs, information on the Company’splans

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to acquire new properties or businesses, information regardingrelocations of existing facilities, new developments or techniques, majorchanges in the organization, competitive bid information, prices paid orreceived for goods or services, or any other information or data which ispublished, released, or otherwise disseminated that might be used to thedetriment of the Company or its management or affect its ability to transactbusiness in its best interest or that would inure to the personal benefit of amember of the board of directors, an officer, or an employee.

Gratuities

It is the policy of the Company that no member of the board ofdirectors, officer, employee, or any member of an employee’s immediate familyis to accept a gratuity, of other than very nominal value, from any outsideconcern that does or is seeking to do business with or is a competitor of theCompany.

Specifically, employees are forbidden to accept any gifts such aspayments, loans, services, or any other type of gratuity except of very nominalvalue.  Further, employees are not toparticipate in any type of entertainment with a supplier or contractor withoutthe knowledge of their supervisor.

The above restrictions do not include gifts of very nominal value,business meals, or social invitations which are customary and proper under thecircumstances, support the achievement of a valid business purpose, areconsistent with high standards of business ethics, and do not place therecipient under an obligation of any kind. For purposes of this policy, an item having a value of $150.00 or lessis considered to have a nominal value. Non-compliance with this policy may result in termination of employment.

Gifts, Favors,Entertainment, and Payments by the Company

Gifts, favors, and entertainment may be provided to others at theCompany’s expense only if they meet all the following criteria:

a.                                       Theyare consistent with accepted business practice and support the achievement of avalid business purpose;

b.                                      Theyare of sufficiently limited value (less than $150) and in a form that will notbe construed as a bribe or payoff;

c.                                       Theyare not in contravention of applicable law and generally accepted ethicalstandards;

d.                                      Publicdisclosure of the facts, including the identity of the recipient, will notresult in embarrassment to the Company or the employer of the recipient.

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Improper Payments (See Policy, “Prohibitionof Improper Transactions”)

Employment outside theCompany

Employment outside the Company is defined as employment with anothercompany, self employment, or private business ventures of the employee.  Outside employment with any company orindividual doing business with, or in competition with the Company, isconsidered a conflict of interest. Employees with outside employment that may be considered a conflict ofinterest require notification in writing, by the JBPCO Vice President ofAdministration authorizing such employment. The Company considers it aviolation of this policy for a full time employee to have undisclosed outsideemployment with any company.

Transactions withAssociates

As used, herein “associate” has the following meaning, which iscontained in the rules and regulations of the Securities and ExchangeCommission:

a.                                       Anycorporation or organization of which such person is an officer or partner orthe beneficial owner, directly or indirectly, of 10% or more of any class ofequity securities;

b.                                      Anytrust or other estate in which such person has a substantial beneficialinterest or with which such person serves as a trustee or in a similarfiduciary capacity;

c.                                       Anyrelative or spouse of such person, who occupies the same home.

The Company expects strict compliance with its conflict of interestpolicy from all members of its board of directors, its officers, and itsemployees.  Deliberate violation willresult in strong disciplinary action. Anyone who presently is in a situation which might be deemed to be aviolation of this policy should discuss it fully with his or her immediatesupervisor.

If any violation of this conflict of interest policy comes to theattention of management and it has not been fully disclosed in writing, withproposed action to correct it, disciplinary action may be taken against theperson involved and his or her supervisor up to and including termination.

ACKNOWLEDGMENT:

Acknowledgment of the Conflict of Interest policy is a condition ofemployment, and the Company requires strict compliance.  Employees having

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any questions concerning this policy should discuss them with theirsupervisors. Reporting should be made as follows:

The attached “Certificate of Receipt and Acknowledgement regardingEthics Policies and Procedures of J.B. Poindexter & Co., Inc.” will besubmitted annually, by all employees whose duties include the supervision ofothers.  They in turn, will designatethose employees under their authority who will submit such reports.  All reports will be sent to the VicePresident of Administration of J.B. Poindexter & Co., Inc.

All information thus disclosed will be treated as confidential, exceptto the extent necessary for the protection of the Company’s interests.

RESPONSIBILITY:

All directors, officers, and employees of the Company, its subsidiaries,and affiliates are responsible for adhering to this policy and for itsenforcement. Failure to adhere to this policy will subject the violatingindividual and his or her supervisor to disciplinary action, includingtermination.

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**BUSINESSCONFIDENTIALITY**

APPLICATION:

This policy applies to all directors, officers, and employees of J.B.Poindexter & Co., Inc. and its subsidiaries, divisions and affiliates(collectively referred to as the Company).

POLICY/PROCEDURE STATEMENT:

It is incumbent upon our directors, officers, and employees to maintainconfidentiality of the Company’s business, products, information systems, plansand strategies while employed by the Company and following termination ofemployment with the Company.

PURPOSE:

To state Company policy regarding the confidential, secret, orproprietary nature of certain Company’s information and set forth a procedurefor maintaining the confidentiality of such information.

DEFINITIONS:

“Confidential Information” means the Company’s confidential, secret, orProprietary Property (copyrightable works and inventions), trade secrets, orknow-how, including but not limited to the Company’s data, specifications,drawings, written descriptions, instructions, processes, manufacturing methods,procedures, models, prototypes, products, business plans, employee names andlists, customer or vendor names and lists, prices, costs, manufacturing usesand applications of products, and results of investigations or experiments.

PROCEDURE:

Employees are required to disclose and assign to the Company theirentire right, title, and interest to any and all inventions, discoveries, andimprovements which relate to the business of the Company and which are made orconceived by the employee during his or her employment with the Company.  Employees are further required to assist theCompany, at no cost to the employee, in obtaining, maintaining, enforcing, anddefending patents related to such inventions, discoveries, and improvements.

It is required that employees will not, during or subsequent to theiremployment by the Company, divulge to any third party, or use, except on behalfof the Company, any Confidential Information of the Company.  All employees will, upon termination of theiremployment with the Company, return to the Company all ConfidentialInformation, together with all correspondence, memoranda, notes, books,records, drawings, sketches, plans, customer lists, price lists, productcompositions and other documents, and all copies thereof, in their possessionor control upon termination.

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During their employment with the Company, employees are not permitted,directly or indirectly, to solicit, interfere with or endeavor to entice awayfrom the Company any customer, supplier or employee of the Company.  See also “Conflict of Interest”.

During their employment with the Company, employees will not engage inany business or activity which competes, directly or indirectly, or conflictswith the interest of the Company, as determined by the Company.  See also “Conflict of Interest”.

ENFORCEMENT:

In the event of a breach by any employee of this policy, the employeewill be subject to disciplinary action, including termination and may forfeit,to the extent allowed by law, any and all interest that he or she may haveunder any employee benefits of the Company.

In the event an employee breaches this policy, the Company is entitledto injunctive relief to stop the employee’s activities.

ACKNOWLEDGMENT:

Acknowledgment of the Business Confidentiality policy is a condition ofemployment, and the Company requires strict compliance.  Employees having any questions concerningthis policy should discuss them with their supervisors. Annual reporting ofthis acknowledgement will be made by signing a Report Letter that covers thisand other “ethics” policies as follows:

The attached “Certificate of Receipt and Acknowledgement regardingEthics Policies and Procedures of J.B. Poindexter & Co., Inc.” will besubmitted annually, by all employees whose duties include the supervision ofothers.  They in turn, will designatethose employees under their authority who will submit such reports.  All reports will be sent to the VicePresident of Administration of J.B. Poindexter & Co., Inc.

All information thus disclosed will be treated on a confidential basis,except to the extent necessary for the protection of the Company’s interest.

RESPONSIBILITY:

It is the responsibility of every employee to assure compliance withthis policy.

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**PROHIBITIONOF INSIDER TRANSACTIONS**

APPLICATION:   

This policy applies to all directors, officers and employees of J.B.Poindexter & Co., Inc., its subsidiaries, divisions and affiliates(collectively referred to as the Company).

U.S. federal securities laws are based on the general concept of a freeand fair trading market which generally requires that everyone operate with thesame information.  It is unlawful andagainst Company policy for directors, officers and employees of the Company tobuy or sell the Company’s securities if their action is based on materialinside information not previously released to the public.  Further, directors, officers and employeesare prohibited from disclosing material inside information to persons outsidethe Company, including friends and relatives, i.e. “tipping.”

PURPOSE:

The purpose of this policy is to declare the Company’s support of andcompliance with federal securities laws and to prohibit insider transactions.

DEFINITIONS:     

An insider is any director, officer or employee of the Company, or anyof its divisions and or affiliates whose job duties entail access to strategic,confidential or financially significant information, the knowledge of whichplaces that person at an advantage in buying and selling the Company’ssecurities.

“Material inside information” is non-public information concerning theCompany that, if publicly known, would be considered important by a reasonableinvestor or a potential investor in his or her determination of whether to buyor sell the securities of the Company or information that could reasonably beexpected to affect the price of the Company’s securities.

ACKNOWLEDGMENT:

Acknowledgment of this prohibition of insider transactions policy is acondition of employment, and the Company requires strict compliance.  Employees having any questions concerningthis policy should discuss them with their supervisors. Reporting should be asfollows:

The attached “Certificate of Receipt and Acknowledgement regardingEthics Policies and Procedures of J.B. Poindexter & Co., Inc.” will besubmitted annually, by all employees whose duties include the supervision ofothers.  They in turn, will designatethose employees under their authority who will submit such reports.  All reports will be sent to the VicePresident of Administration of J.B. Poindexter & Co., Inc.

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All information thus disclosed will be treated on a confidential basis,except to the extent necessary for the protection of the Company’s interest.

RESPONSIBILITY:

An insider in possession of material inside information is responsiblefor his or her actions concerning this policy, and must not purchase, sell orrecommend Company securities until the information in question has beenproperly released to the public and until the public has had reasonable time toreact to the information.

Failure to comply with this policy will subject the insider todisciplinary action, up to and including termination, and if appropriate, legalproceedings on behalf of the Company will be commenced against the employee.

Trading on material inside information or disclosing such informationto persons outside the Company can subject the insider to civil penalties of upto three times the amount of profit gained or loss avoided and or criminalpenalties of up to $1,000,000 and or up to ten years imprisonment.

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**RELEASE OFCOMPANY INFORMATION**

APPLICATION:

This policy applies to all directors, officers, and employees of J.B.Poindexter & Co., Inc., its subsidiaries, divisions and affiliates(collectively referred to as the Company).

POLICY/PROCEDURE STATEMENT:

Because J.B. Poindexter & Co., Inc. has issued publicly-heldsecurities, the Company, including its divisions and affiliates, is subject torules and regulations imposed by the Securities and Exchange Commissionregarding the disclosure and dissemination of information concerning theCompany’s activities.  The Company hasthe responsibility to its security holders and the investment community as awhole to provide a clear and complete picture of the Company on a timely andcoordinated basis. Consequently, all public statements, press releases, andannouncements, not specific to the employee’s company or including informationabout J.B. Poindexter & Co., Inc as a whole must be coordinated through J.B. Poindexter & Co., Inc.

The management of the Company from time-to-time conducts organizationaland strategy sessions which require complete confidentiality because of thenature of the information discussed at such sessions.  Personnel attending such sessions will treatall information discussed as confidential and will not disclose any informationderived there from.

PURPOSE:

This policy provides guidance and establishes procedures    regarding the dissemination and distributionof information about the Company’s activities, operations, financial condition,research and development efforts and human resource issues.  Examples of such information are actual orrumored acquisitions and divestitures; actual or rumored organizationalchanges, including employee promotions, demotions and reassignments; newproduct or service developments; changes in operating strategy; the financialcondition of the Company, including its undisclosed financial results ofoperations, and other events of material importance to the Company.

PROCEDURE:

Except as provided herein, no one is to respond to inquiries fromsecurity holders, analysts, other members of the investment community, or anythird party concerning the Company.  Allexternal inquires are to be directed to the Chief Executive Officer or the VicePresident of Finance of J.B. Poindexter & Co., Inc.

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The Chief Executive Officer and the Vice President of Finance of J.B.Poindexter & Co., Inc. have the authority and responsibility to releaseinformation concerning the Company, or any subsidiary or affiliate to securityholders, investors, the general public or financial publications.

Any requests for operational, financial, and technical informationreceived by divisions, affiliates or staff departments are to be referred tothe Company. Prior approval must be obtained prior to the dissemination ofinformation concerning companies owned by J.B. Poindexter & Co., Inc. orJ.B. Poindexter & Co., Inc. itself.

The development and distribution of product literature and catalogs andadvertising are specifically excluded from the scope of this policy.

ACKNOWLEDGMENT:

Acknowledgment of the release of Company information policy is acondition of employment, and the Company requires strict compliance.  Employees having any questions concerningthis policy should discuss them with their supervisors.  Reporting should be made as follows:

The attached “Certificate of Receipt and Acknowledgement regardingEthics Policies and Procedures of J.B. Poindexter & Co., Inc.” will besubmitted annually, by all employees whose duties include the supervision ofothers.  They in turn, will designatethose employees under their authority who will submit such reports.  All reports will be sent to the VicePresident of Administration of J.B. Poindexter & Co., Inc.

All information thus disclosed shall be treated on a confidentialbasis, except to the extent necessary for the protection of the Company’sinterests.

RESPONSIBILITY:

All directors, officers and employees of the Company, its subsidiariesand affiliates are responsible for adhering to this policy and for its properdissemination and enforcement.  Failureto adhere to this policy will subject the violating individual to disciplinaryaction, including termination.

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**PROHIBITIONOF IMPROPER TRANSACTIONS**

APPLICATION:

This policy applies to all directors, officers, and employees of J.B.Poindexter & Co., Inc., its subsidiaries, divisions and affiliates(collectively referred to as the Company).

POLICY/PROCEDURE STATEMENT:

All Company employees, or agents thereof at any location are expectedto conduct the Company’s business in accordance with commonly accepted businesspractices and in compliance with the laws of the United States and any hostgovernment.

Direct or indirect participation in any improper transaction isstrictly prohibited and will not be tolerated by the Company.

PURPOSE:

The purpose of this policy is to state the Company’s position regardingany type of questionable business transaction.

DEFINITIONS:

An improper transaction is a transaction such as items discussed in theProcedure section later in this policy and includes Sensitive Payments, bribes,and kickbacks as follows.

Sensitive Payments are defined as payments that:

1.   may violate any law orregulation of any country or any governmental body;

2.   involve bribes, kickbacks orinfluence payments to customers, suppliers, government officials, politicalparties or candidates or others with whom the Company does business;

3.   in the case of payments toemployees of the Company, represent bribes, kickbacks or influence paymentsfrom customers, suppliers or others with whom the Company does business; and,

4.   are not recorded or are falsely recorded inthe records of the Company.

A bribe is a payment to a person paid with the intention of eitherinfluencing a decision or buying favors.

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A kickback is an unauthorized refund from a vendor or supplier to aCompany employee, drawn from a payment made to the vendor or supplier withCompany funds.

BACKGROUND:

The policy of the Company is one of observance of all laws applicableto our business.  While we recognize thatlocal customs and traditions differ from place to place, we believe that areputation for ethical dealing is among the most valuable of the Company’sassets, and the Company expects its employees to conduct themselves withhonesty and integrity.

On December 19, 1977, the Foreign Corrupt Practices Act becamelaw.  The Act applies to every UnitedStates citizen and resident of the United States and to J.B. Poindexter &Co., Inc. and its subsidiaries, domestic and foreign.  Briefly, the Act requires the Company tomaintain accurate and correct books and records and adequate systems ofinternal accounting controls with respect to its activities and makes it acriminal offense to offer anything of value to government officials, politicalparties or political candidates for the purpose of obtaining or retainingbusiness.  Companies found in violationof the Act may be fined.  Individualsconvicted of violating the law may be fined up to $10,000 and imprisoned for upto five years.  Maintenance of inaccurateaccounting records can be used as evidence of intent to violate the Act.

PROCEDURE:

It is the policy of the Company that all employees will adhere tostrict ethical standards and legal requirements, including prohibitions againstimproper transactions with respect to the operations of the Company.  Specifically, the following practices will befollowed:

1) Company funds or assets may not be used for any unlawful or improperpurpose.

2) No employee may make or receive any Sensitive Payment.

3) No gift, favor or other thing of value, including temporary use ofassets (e.g., automobiles, airplanes, apartments), will be given on behalf ofthe Company, or received by any employee involving, customers, suppliers,government officials, political parties or candidates or others with whom theCompany does business, or any of their employees, unless it meets all of thefollowing criteria:

a.   It is not given or receivedas consideration for, or in any way conditioned upon, any act, pattern of actsor agreement to act favorably to the donor or his employer.

b.   It is not in the form of cash or cashequivalents, e.g., stocks or other forms of marketable securities.

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c.   It is of sufficientlylimited value (less than $150) and in a form that it will not be construed as abribe or payoff.

d.   It is of a type consistent withgenerally accepted business practices and ethical standards in the country ofresidence of the recipient.

e.   It’s public disclosure willnot embarrass the Company in any country which it does business.

The foregoing does not apply to legitimate business expenses forordinary entertainment e.g., travel, meals, etc., to create a favorable generalbusiness climate and to promote the Company’s relationship with present andpotential customers and not as consideration for, nor in any way conditionedupon, any act, pattern of acts or agreement to act favorably toward theCompany.

In addition, the foregoing does not apply to a customary expeditingpayment in certain foreign countries so long as it meets all of the followingcriteria:

a.   The action sought to befacilitated is essentially of a ministerial or clerical nature (such asobtaining customs clearance, visas and work permits) to which the Company wouldbe routinely entitled.

b.   It is pursuant to establishedand well recognized practice in the country in which it is made.

c.   It is not excessive inamount (less than $150).

d.   It isproperly recorded in the books and records of the Company.

All legitimate business expenses for ordinary entertainment and allacceptable customary expediting payments must be reported in writing to theVice President of Finance of J.B. Poindexter & Co., Inc. at least once ayear as part of the annual tax-reporting package.

4) Company assets will not be disposed of at less than fair marketvalue.

5) Employees will not enter into business transactions on behalf of theCompany in which they or a member of their family have an interest of any type.

6) No undisclosed or unrecorded fund or asset of the Company may beestablished or maintained for any purpose.

7) No false, artificial or incomplete entry will be made in the booksand records of the Company for any reason.

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8) Reporting of expenditures for reimbursement must be true, completeand properly supported.

9) There will be no intentional delay in recording any revenue orexpense in the books and records of the Company or in forwarding all documentsto the appropriate recipient.

10) All agreements of the Company, written or oral, with agents, salesrepresentatives and consultants must contain provisions, written or implicit,calculated to ensure compliance by such person with the above regulations.

Other policies of the Company that are more restrictive than thispolicy will take precedence and be enforceable, but no policies, which areotherwise inconsistent with this policy, may be issued or enforced.

Exceptions to this policy may be made only upon the prior writtenapproval of the Chief Executive Officer of J.B. Poindexter & Co., Inc.

Compliance with this policy will be monitored by supervisors, outsideand internal audit investigations and other means.  Violators of this policy are subject todisciplinary action, including dismissal. Non-compliance with this policy may result in violations by the employeeof federal and state laws.

ACKNOWLEDGMENT:

Acknowledgment of this policy is a condition of employment, and theCompany requires strict compliance. Employees having any questions concerning this policy should discussthem with their supervisors. Reporting is as follows:

The attached “Certificate of Receipt and Acknowledgement regardingEthics Policies and Procedures of J.B. Poindexter & Co., Inc.” will besubmitted annually, by all employees whose duties the include the supervisionof others.  They in turn, will designatethose employees under their authority who will submit such reports.  All reports will be sent to the VicePresident of Administration of J.B. Poindexter & Co., Inc.

All information thus disclosed will be treated on a confidential basis,except to the extent necessary for the protection of the Company’s interest andthe enforcement of company policy.

RESPONSIBILITY:

All employees are responsible for compliance with this policy.

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