Exhibit 14


                                 CODE OF ETHICS

                                       FOR

                            SENIOR FINANCIAL OFFICERS

                                       OF

                               AROTECH CORPORATION


1.       PURPOSE.

The Board of Directors (the "Board") of Arotech  Corporation (the "Company") has
adopted  the  following  Code of Ethics (the  "Code") to apply to the  Company's
Chief Executive  Officer;  Chief Financial  Officer;  Chief Accounting  Officer;
Controller;  and  Treasurer  (the  "Senior  Financial  Officers").  This Code is
intended to focus Senior  Financial  Officers on areas of ethical risk,  provide
guidance to help them recognize and deal with ethical issues, provide mechanisms
to report  unethical  conduct,  foster a culture of honesty and  accountability,
deter  wrongdoing  and  promote  fair  and  accurate  disclosure  and  financial
reporting.

No code or policy can anticipate  every  situation that may arise.  Accordingly,
this  Code is  intended  to serve  as a source  of  guiding  principles.  Senior
Financial   Officers  are  encouraged  to  bring  questions   about   particular
circumstances that may involve one or more of the provisions of this Code to the
attention  of the Chair of the Audit  Committee,  who may consult with inside or
outside legal counsel as appropriate.

2.       INTRODUCTION

Each  Senior  Financial  Officer is  expected  to adhere to a high  standard  of
ethical  conduct.  The  good  name of the  Company  depends  on the  way  Senior
Financial  Officers  conduct  business  and the way the  public  perceives  that
conduct.  Unethical  actions,  or the appearance of unethical  actions,  are not
acceptable. Senior Financial Officers are expected to be guided by the following
principles in carrying out their responsibilities.

         -        Loyalty. Senior Financial Officers should not be, or appear to
                  be, subject to  influences,  interests or  relationships  that
                  conflict with the best interests of the Company.

         -        Compliance with Applicable Laws. Senior Financial Officers are
                  expected  to  comply  with all  laws,  rules  and  regulations
                  applicable to the Company's activities.

         -        Observance of Ethical  Standards.  Senior  Financial  Officers
                  must adhere to high ethical  standards in the conduct of their
                  duties. These include honesty and fairness.

3.       INTEGRITY OF RECORDS AND FINANCIAL REPORTING.

Senior  Financial  Officers  are  responsible  for  the  accurate  and  reliable
preparation and  maintenance of the Company's  financial  records.  Accurate and
reliable  preparation of financial  records is of critical  importance to proper
management decisions and the fulfillment of the Company's  financial,  legal and

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reporting  obligations.  Diligence in accurately  preparing and  maintaining the
Company's records allows the Company to fulfill its reporting obligations and to
provide stockholders, governmental authorities and the general public with full,
fair, accurate, timely and understandable disclosure.  Senior Financial Officers
are responsible for establishing and maintaining  adequate  disclosure  controls
and procedures, and internal controls and procedures,  including procedures that
are designed to enable the Company to: (a)  accurately  document and account for
transactions on the books and records of the Company;  and (b) maintain reports,
vouchers, bills, invoices, payroll and service records, business measurement and
performance records and other essential data with care and honesty.

Senior Financial  Officers shall immediately bring to the attention of the Audit
Committee any information they may have concerning:

         (a) Defects,  deficiencies,  or discrepancies  related to the design or
operation  of  internal  controls  which may  affect  the  Company's  ability to
accurately record, process, summarize, report and disclose its financial data or

         (b) Any fraud,  whether or not material,  that  involves  management or
other employees who have roles in the Company's financial reporting, disclosures
or internal controls.

4.       CONFLICT OF INTEREST.

Senior  Financial   Officers  must  avoid  any  conflicts  of  interest  between
themselves  and the Company.  Any situation  that  involves,  or may involve,  a
conflict of interest with the Company, should be disclosed promptly to the Chair
of the Audit Committee,  who may consult with inside or outside legal counsel as
appropriate.

A "conflict of interest"  can occur when an  individual's  personal  interest is
adverse to - or may appear to be adverse to - the  interests of the Company as a
whole.  Conflicts of interest also arise when an individual,  or a member of his
or her family,  receives  improper  personal  benefits as a result of his or her
position with the Company.

This Code does not attempt to describe all possible  conflicts of interest which
could develop.  Some of the more common  conflicts  from which Senior  Financial
Officers must refrain, however, are set forth below:

         -        Improper conduct and activities. Senior Financial Officers may
                  not engage in any conduct or activities that are  inconsistent
                  with the  Company's  best  interests or that disrupt or impair
                  the  Company's  relationship  with any  person or entity  with
                  which the Company  has, or proposes to enter into,  a business
                  or contractual relationship.

         -        Compensation  from  non-Company   sources.   Senior  Financial
                  Officers may not accept  compensation  for services  performed
                  for the Company from any source other than the Company.


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         -        Gifts.   Senior  Financial   Officers  and  members  of  their
                  immediate  families  may not  accept  gifts  from  persons  or
                  entities  where  any  such  gift is  being  made in  order  to
                  influence their actions in their position with the Company, or
                  where acceptance of the gifts could create the appearance of a
                  conflict of interest.

         -        Personal use of Company assets.  Senior Financial Officers may
                  not use Company assets, labor or information for personal use,
                  other than  incidental  personal use,  unless  approved by the
                  Chair of the Audit  Committee or as part of a compensation  or
                  expense reimbursement program.

         -        Financial  Interests  in other  Businesses.  Senior  Financial
                  Officers  should  avoid  having an  ownership  interest in any
                  other enterprises, such as a customer, supplier or competitor,
                  if that  interest  compromises  the  officer's  loyalty to the
                  Company.

5.       CORPORATE OPPORTUNITIES.

Senior  Financial  Officers  are  prohibited  from:  (a) taking  for  themselves
personally  opportunities  related  to  the  Company's  business  without  first
presenting those  opportunities  to the Company and obtaining  approval from the
Board; (b) using the Company's property,  information,  or position for personal
gain; or (c) competing with the Company for business opportunities.

6.       CONFIDENTIALITY.

Senior  Financial  Officers should maintain the  confidentiality  of information
entrusted to them by the Company and any other  confidential  information  about
the Company,  its business or finances,  customers or  suppliers,  that comes to
them,  from  whatever  source,  except when  disclosure is authorized or legally
mandated.  For purposes of this Code,  "confidential  information"  includes all
non-public  information  relating to the  Company,  its  business  or  finances,
customers or suppliers.

7.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

Senior  Financial  Officers  shall  comply  with  laws,  rules  and  regulations
applicable to the Company, including insider trading laws, and all other Company
policies.  Transactions  in Company  securities  are  governed by the  Company's
Insider Trading Policy.

8.       ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.

Senior Financial  Officers must promote ethical behavior and create a culture of
ethical  compliance.  Senior Financial  Officers should foster an environment in
which the Company: (a) encourages employees to talk to supervisors, managers and
other  appropriate  personnel when in doubt about the best course of action in a
particular  situation;  (b) encourages  employees to report  violations of laws,
rules and regulations to appropriate  personnel;  and (c) informs employees that
the Company will not allow retaliation for reports made in good faith.


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9.       CONCLUSION.

Senior Financial  Officers should  communicate any suspected  violations of this
Code  promptly  to the  Chair of the Audit  Committee.  The Board or a person or
persons  designated by the Board will  investigate  violations,  and appropriate
disciplinary  action will be taken in the event of any violation of the Code, up
to and including termination.  Only the Audit Committee may grant any waivers of
this policy.




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