**Exhibit 14.1****EAGLE TEST SYSTEMS, INC.**Code of Business Conduct and Ethics**I. Introduction**     **A. Purpose and Scope**     The Board of Directors of Eagle Test Systems, Inc. (together with its subsidiaries, the“Company”) established this Code of Business Conduct and Ethics to aid the Company’sdirectors, officers and employees in making ethical and legal decisions when conducting theCompany’s business and performing their day-to-day duties.     The Company’s Board of Directors or a committee of the Board is responsible for administeringthe Code. The Board of Directors has delegated day-to-day responsibility for administering andinterpreting the Code to a Compliance Officer. Our Chief Operating Officer, Ted Foxman, has beenappointed the Company’s Compliance Officer under this Code.     The Company expects its directors, officers and employees to exercise reasonable judgment whenconducting the Company’s business. The Company encourages its directors, officers and employees torefer to this Code frequently to ensure that they are acting within both the letter and the spiritof this Code. The Company also understands that this Code will not contain the answer to everysituation you may encounter or every concern you may have about conducting the Company’s businessethically and legally. In these situations, or if you otherwise have questions or concerns aboutthis Code, the Company encourages each officer and employee to speak with his or her supervisor (ifapplicable) or, if you are uncomfortable doing that, with the Compliance Officer under this Code.     **B. Contents of this Code**     This Code has two sections which follow this Introduction. The first section, “**Standards ofConduct**,” contains the actual guidelines that our directors, officers and employees are expected toadhere to in the conduct of the Company’s business. The second section, “**Compliance Procedures**,”contains specific information about how this Code functions including who administers the Code, whocan provide guidance under the Code and how violations may be reported, investigated anddisciplined. This section also contains a discussion about waivers of and amendments to this Code.     **C. A Note About Other Obligations**     The Company’s directors, officers and employees generally have other legal and contractualobligations to the Company. This Code is not intended to reduce or limit the other obligationsthat you may have to the Company. In particular, each director, officer and employee is subject tothe Company’s Policy on Insider Trading and Disclosure. Instead, the
 

 
standards in this Code shouldbe viewed as the *minimum standards*that the Company expects from its directors, officers andemployees in the conduct of the Company’s business.**II. Standards of Conduct**     **A. Conflicts of Interest**     The Company recognizes and respects the right of its directors, officers and employees toengage in outside activities which they may deem proper and desirable, provided that theseactivities do not impair or interfere with the performance of their duties to the Company or theirability to act in the Company’s best interests. In most, if not all, cases this will mean that ourdirectors, officers and employees must avoid situations that present a potential or actual conflictbetween their personal interests and the Company’s interests.     A “conflict of interest” occurs when a director’s, officer’s or employee’s personal interestinterferes with the Company’s interests. Conflicts of interest may arise in many situations,including the following: **•** *Outside Employment and Other Affiliations*. A conflict of interest could arise if anindividual is simultaneously employed or engaged by the Company and another businessconcern, particularly a Company client or business partner.  **•** *Activities with Competitors*. A conflict of interest arises if an individual takespart in any activity that enhances or supports a competitor’s position, includingaccepting simultaneous employment with a competitor.  **•** *Gifts*. While entertaining clients in the ordinary course of business is notprohibited, a conflict of interest may arise if an individual or any member of anindividual’s immediate family gives or accepts any gift with the intent to improperlyinfluence the normal business relationship between the Company and its clients or otherbusiness partners, or gives or accepts any gifts from a competitor.  **•** *Investments in Other Businesses*. A conflict of interest may arise if an individualor any member of an individual’s immediate family holds a financial interest in anoutside business concern, particularly, a Company client or business partner. Manyfactors must be considered in determining whether a conflict of interest exists in thissituation, including the size and nature of the investment; the ability to influencethe Company’s decisions that could affect the outside business concern; access toconfidential information of the Company or of the outside business concern; and thenature of the relationship between the Company and the outside business concern.  **•** *Conducting Business with Family Members*. A conflict of interest may arise if anindividual conducts business on behalf of the Company with a business in which a familymember of such individual is associated in any significant role. The ComplianceOfficer must be informed of all situations in which the Company is conducting businesswith a member of an employee’s family.
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     Each individual’s situation is different and in evaluating his or her own situation, adirector, officer or employee will have to consider many factors. Each individual is responsiblefor promptly reporting to the Compliance Officer any transaction or relationship that reasonablycould be expected to give rise to a conflict of interest. The Compliance Officer may notifythe Board of Directors or a committee thereof or take other action as he or she deems appropriate.Actual or potential conflicts of interest involving a director or executive officer should bedisclosed directly to the Chairman of the Board of Directors.     **B. Compliance with Laws, Rules and Regulations**     The Company seeks to conduct its business in compliance with applicable laws, rules andregulations. No director, officer or employee shall engage in any unlawful activity in conductingthe Company’s business or in performing his or her day-to-day company duties, nor shall anydirector, officer or employee instruct others to do so.     **C. Protection and Proper Use of the Company’s Assets**     Loss, theft and misuse of the Company’s assets has a direct impact on the Company’s businessand its profitability. Employees, officers and directors are expected to protect the Company’sassets that are entrusted to them and to protect the Company’s assets in general. Employees,officers and directors are also expected to take steps to ensure that the Company’s assets are usedonly for legitimate business purposes.     **D. Corporate Opportunities**     Employees, officers and directors owe a duty to the Company to advance its legitimate businessinterests when the opportunity to do so arises. Each employee, officer and director is prohibitedfrom: **•** diverting to himself or herself or to others any opportunities that are discoveredthrough the use of the Company’s property or information or as a result of his or herposition with the Company unless such opportunity has first been presented to, andrejected by, the Company;  **•** using the Company’s property or information or his or her position for improperpersonal gain; or  **•** competing with the Company.     **E. Confidentiality; Proprietary Information**     Proprietary information of the Company and its clients plays a vital role in the Company’sbusiness, its ability to compete and its future prospects. Directors, officers and employees maynot, at any time, without the Company’s prior written permission, either during or after service toor employment with the Company, (a) discuss the Company’s business or otherwise disclose anyproprietary information of the Company or any client to anyone outside of the Company withoutproper authority, or (b) use or permit to be used any such proprietary information for any purposeother than the performance of duties to the Company. Each
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individual also has an obligation to usebest efforts to prevent the unauthorized disclosure of the Company’s or its clients’ proprietaryinformation and to deliver to the Company all copies ofproprietary information when he or she ceases to be employed by or otherwise serve theCompany.     The Company’s proprietary information may include information or material which has not beenmade generally available to the public, such as: (a) *corporate information*, including plans,strategies, methods, policies, resolutions, negotiations or litigation; (b) *marketing information*,including strategies, methods, customer identities or other information about customers, prospectidentities or other information about prospects, or market analyses or projections; (c) *financialinformation*, including cost and performance data, debt arrangements, equity structure, investorsand holdings, purchasing and sales data and price lists; (d) *operational and technologicalinformation*, including plans, specifications, manuals, forms, templates, software, designs,procedures, formulas, discoveries, inventions, improvements, concepts and ideas; and (e) *personnelinformation*, including personnel lists, reporting or organizational structure, resumes, personneldata, compensation structure, performance evaluations and termination arrangements or documents.Proprietary information also includes information received in confidence by the Company from itsclients or other third parties.     **F. Fair Dealing**     Competing vigorously, yet lawfully, with competitors and establishing advantageous, but fair,business relationships with customers and suppliers is a part of the foundation for long-termsuccess. However, unlawful and unethical conduct, which may lead to short-term gains, may damage acompany’s reputation and long-term business prospects. Accordingly, it is the Company’s policythat directors, officers and employees must endeavor to deal ethically and lawfully with theCompany’s customers, suppliers, competitors and employees in all business dealings on the Company’sbehalf. No director, officer or employee should take unfair advantage of another person inbusiness dealings on the Company’s behalf through the abuse of privileged or confidentialinformation or through improper manipulation, concealment or misrepresentation of material facts.     **G. Accuracy of Records**     The integrity, reliability and accuracy in all material respects of the Company’s books,records and financial statements is fundamental to the Company’s continued and future businesssuccess. No director, officer or employee may cause the Company to enter into a transaction withthe intent to document or record it in a deceptive or unlawful manner. In addition, no director,officer or employee may create any false or artificial documentation or book entry for anytransaction entered into by the Company. Similarly, officers and employees who have responsibilityfor accounting and financial reporting matters have a responsibility to accurately record allfunds, assets and transactions on the Company’s books and records.     **H. Political Contributions/Gifts**     Business contributions to political campaigns are strictly regulated by U.S. federal, stateand local law. Accordingly, all political contributions proposed to be made with the Company’s
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funds must be coordinated through and approved by the Compliance Officer. No one may, without theapproval of the Compliance Officer, use any of the Company’s funds for politicalcontributions of any kind to any political candidate or holder of any national, state or localgovernment office. Individuals may make personal contributions, but may not represent that he orshe is making any such contribution on the Company’s behalf. Similar restrictions on politicalcontributions may apply in other countries. Specific questions should be directed to theCompliance Officer.     **I. International Business**     It is the Company’s policy to proactively promote compliance with all applicable laws inconnection with the Company’s business. We expect our international employees to have a soundknowledge of the proper and improper courses of conduct both with regard to their own activitiesand those with whom they must deal. We also expect employees to be familiar with the material lawsand regulations applicable to business activities in their territory.     This Code and the compliance with this Code may be subject to the applicable local laws,rules, and regulations of non U.S. jurisdictions. Accordingly, if there is a conflict between therequirements of the laws applicable in the United States and those of any other country orjurisdiction which may be relevant in the circumstances, the Company’s policy is that Companypersonnel should consult with the Compliance Officer before taking any action that may be unlawfulunder, or violate, any such laws.     **J. Entertaining or Doing Business with the United States and Foreign Governments**     Giving anything of value to a government employee is strictly regulated and in many casesprohibited by law. The Company and its directors, officers and employees must also comply withU.S. federal, state and local laws, as well as foreign government laws, governing the acceptance ofbusiness courtesies. Individuals should consult with the Compliance Officer before providing orpaying for any meals, refreshments, travel or lodging expenses, or giving anything of value to anyU.S. federal, state or local government employees, or to government employees of other countries.     **K. Customs**     As the Company expands its participation in global markets, the Company maintains a policy ofstrict compliance with the customs laws and procedures of the United States and all other countriesin which we conduct business. Each employee must exercise reasonable care in all of the Company’scross-border transactions and take steps to ensure that the Company’s recordkeeping practicescomply with legal requirements. This includes, without limitation, exercising reasonable care inclassifying imported goods and ensuring that stated values and countries of origin are correct.     **L. Quality of Public Disclosures**     The Company is committed to providing its shareholders with complete and accurate informationabout its financial condition and results of operations as required by the securities
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laws of theUnited States. It is the Company’s policy that the reports and documents it files with or submitsto the Securities and Exchange Commission, and its earnings releases and similarpublic communications made by the Company, include fair, timely and understandable disclosure.Officers and employees who are responsible for these filings and disclosures, including theCompany’s principal executive, financial and accounting officers, must use reasonable judgment andperform their responsibilities honestly, ethically and objectively in order to ensure that thisdisclosure policy is fulfilled.     **M. Labor and Employment**     The Company adheres, and expects its employees to adhere, to all federal, state, and locallaws regarding labor and employment. These include but are not limited to equal employmentopportunity, harassment and discrimination, and safety and health.**III. Compliance Procedures**     **A. Communication of Code**     All directors, officers and employees will be supplied with a copy of the Code upon beginningservice at the Company. Updates of the Code will be provided from time to time. A copy of theCode is also available to all directors, officers and employees by requesting one from the humanresources department or by accessing the Company’s website at www.eagletest.com.     **B. Monitoring Compliance and Disciplinary Action**     The Company’s management, under the supervision of its Board of Directors or a committeethereof or, in the case of accounting, internal accounting controls or auditing matters, the AuditCommittee, shall take reasonable steps from time to time to (i) monitor compliance with the Code,and (ii) when appropriate, impose and enforce appropriate disciplinary measures for violations ofthe Code.     Disciplinary measures for violations of the Code may include, but are not limited to,counseling, oral or written reprimands, warnings, probation or suspension with or without pay,demotions, reductions in salary, termination of employment or service and restitution.     The Company’s management shall periodically report to the Board of Directors or a committeethereof on these compliance efforts including, without limitation, periodic reporting of allegedviolations of the Code and the actions taken with respect to any such violation.     **C. Reporting Concerns/Receiving Advice**     **Communication Channels**     *Be Proactive.*Every employee is encouraged to act proactively by asking questions, seekingguidance and reporting suspected violations of the Code and other policies and procedures of theCompany, as well as any violation or suspected violation of applicable law, rule or regulationarising in the conduct of the Company’s business or occurring on the Company’s property. **If anyemployee believes that actions have taken place, may be taking**
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**place, or may be about to take placethat violate or would violate the Code, he or she is obligated to bring the matter to the attentionof the Company.**     *Seeking Guidance.*The best starting point for an officer or employee seeking advice onethics-related issues or reporting potential violations of the Code will usually be his or hersupervisor. However, if the conduct in question involves his or her supervisor, if the employeehas reported the conduct in question to his or her supervisor and does not believe that he or shehas dealt with it properly, or if the officer or employee does not feel that he or she can discussthe matter with his or her supervisor, the employee may raise the matter with the ComplianceOfficer.     *Communication Alternatives.*Any officer or employee may communicate with the ComplianceOfficer by any of the following methods: **•** In writing (which may be done anonymously as set forth below under “Reporting;Anonymity; Retaliation”), addressed to the Compliance Officer, either by facsimile to(847) 367-8640 or by U.S. mail to: Code of Business Conduct and Ethics ComplianceOfficer, c/o Eagle Test Systems, Inc., 2200 Millbrook Drive, Buffalo Grove, Illinois60089;  **•** By e-mail to our Chief Operating Officer at Ted@eagletest.com (anonymity cannot bemaintained); or  **•** By phoning the employee feedback line (the “Feedback Line”) which we haveestablished for the receipt of questions and reports of potential violations of theCode. The Feedback Line may be reached at (847) 327-1039 and calls may be madeanonymously as set forth below under “Reporting; Anonymity; Retaliation.”     *Reporting Accounting and Similar Concerns.*Any concerns or questions regarding potentialviolations of the Code, any other company policy or procedure or applicable law, rules orregulations involving accounting, internal accounting controls or auditing matters should bedirected to the Audit Committee or a designee of the Audit Committee. Officers and employees maycommunicate with the Audit Committee or its designee: **•** in writing to: Chairman of the Audit Committee, c/o Eagle Test Systems, Inc., 2200Millbrook Drive, Buffalo Grove, Illinois 60089; or  **•** by phoning the Feedback Line.Officers and employees may use the above method to communicate anonymously with the AuditCommittee.     *Misuse of Reporting Channels.*Employees must not use these reporting channels in bad faith orin a false or frivolous manner. Further, employees should not use the Feedback Line to reportgrievances that do not involve the Code or other ethics related issues.
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     **Reporting; Anonymity; Retaliation**     When reporting suspected violations of the Code, the Company prefers that officers andemployees identify themselves in order to facilitate the Company’s ability to take appropriatesteps to address the report, including conducting any appropriate investigation. However, theCompany also recognizes that some people may feel more comfortable reporting a suspectedviolation anonymously.     If an officer or employee wishes to remain anonymous, he or she may do so, and the Companywill use reasonable efforts to protect the confidentiality of the reporting person subject toapplicable law, rule or regulation or to any applicable legal proceedings. In the event the reportis made anonymously, however, the Company may not have sufficient information to look into orotherwise investigate or evaluate the allegations. Accordingly, persons who make reportsanonymously should provide as much detail as is reasonably necessary to permit the Company toevaluate the matter(s) set forth in the anonymous report and, if appropriate, commence and conductan appropriate investigation.     **No Retaliation**     The Company expressly forbids any retaliation against any officer or employee who, acting ingood faith, reports suspected misconduct. Any person who participates in any such retaliation issubject to disciplinary action, including termination.     **D. Waivers and Amendments**     No waiver of any provisions of the Code for the benefit of a director or an executive officer(which includes without limitation, for purposes of this Code, the Company’s principal executive,financial and accounting officers) shall be effective unless (i) approved by the Board of Directorsor, if permitted, a committee thereof, and (ii) if applicable, such waiver is promptly disclosed tothe Company’s shareholders in accordance with applicable United States securities laws and/or therules and regulations of the exchange or system on which the Company’s shares are traded or quoted,as the case may be.     Any waivers of the Code for other employees may be made by the Compliance Officer, the Boardof Directors or, if permitted, a committee thereof.     All amendments to the Code must be approved by the Board of Directors or a committee thereofand, if applicable, must be promptly disclosed to the Company’s shareholders in accordance withapplicable United States securities laws and/or the rules and regulations of the exchange or systemon which the Company’s shares are traded or quoted, as the case may be.
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