**Exhibit 14**

 

(Jan 2003)

**MINUTEMAN INTERNATIONAL, INC.**

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

All employees,officers and directors of the Company should respect and comply with all of thelaws, rules and regulations of the U.S. and other countries, and the states,counties, cities and other jurisdictions, in which the Company conducts itsbusiness or the laws, rules and regulations of which are applicable to theCompany.

 

Such legalcompliance should include without limitation, compliance with the “insider trading”prohibition applicable to the Company and its employees, officers anddirectors.  Generally, employees,officers and directors who have access to or knowledge of confidential ornon-public information from or about the Company are not permitted to buy, sellor otherwise trade in the Company’s securities, whether or not they are usingor relying upon that information.  Thisrestriction extends to sharing or tipping others about such information,especially since the individuals receiving such information might utilize suchinformation to trade in the Company’s securities.  In addition, the Company has implemented trading restrictions toreduce the risk, or appearance, of insider trading.  Company employees, officer and directors are advised to contact theCompany’s attorneys, Reynolds & Reynolds at #(312) 332-4312 if he or shehas any questions regarding the applicability of such insider tradingprohibits.

 

This Code ofBusiness Conduct and Ethics does not summarize all laws, rules and regulationsapplicable to the Company and its employees, officer and directors.  Please consult with the Company’s attorneys,Reynolds & Reynolds at #(312) 332-4312 and the various guidelines which theCompany has prepared on specific laws, rules and regulations.

 

**A)     Conflicts of Interest**

 

All employees,officers and directors of the Company should be scrupulous in avoiding aconflict of interest with regard to the Company’s interests.  A “conflict of interest” exists whenever anindividual’s private interests interfere or conflict in any way (or even appearto interfere or conflict) with the interests of the Company.  A conflict situation can arise when anemployee, officer or director takes actions or has interests that may make it difficultto perform his or her Company work objectively and effectively.  Conflicts of interest may also arise when anemployee, officer or director, or member of his or her family, receivesimproper personal benefits as a result of his or her position in the Companywhether received from the Company or a third party.  Loans to, or guarantees of obligations of, employees, officersand directors and their respective family members may create a conflict ofinterest.  Federal laws prohibit loansto directors and executive officers.

 

It is almostalways a conflict of interest for a Company employee to work simultaneously fora competitor, customer or supplier.  Youare not allowed to make any special arrangements with a customer such as anagreement to accept a return of product or any other special arrangement thatis not in compliance with standard Company policies.  The best policy is to avoid any direct or indirect businessconnection with our customers, suppliers or competitors, except on our behalf.

 

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Conflicts ofinterest are prohibited as a matter of Company policy, except under guidelinesapproved by the Board of Directors or committees of the Board.  It is almost always a conflict of interestfor a Company employee to work simultaneously for a competitor, customer orsupplier.  You are not allowed to workfor a competitor as a consultant or board member.  The best policy is to avoid any direct or indirect business connectionwith our customers, suppliers or competitors, except on our behalf.  Conflicts of interest may not always beclear-cut, so if you have a question, you should consult with higher levels ofmanagement or the Company’s Chief Financial Officer.  Any employee, officer or director who becomes aware of a conflictor potential conflict should bring it to the attention of a supervisor, manageror other appropriate personnel or consult the procedures described in thisCode.

 

# **B)     Corporate Opportunity**

 

Employees,officers and directors are prohibited from (a) taking for themselves personallyopportunities that properly belong to the Company or are discovered through theuse of corporate property, information or position; (b) using corporateproperty, information or position for personal gain; and (c) competing with theCompany. Employees, officers and directors owe a duty to the Company to advanceits legitimate interests when the opportunity to do so arises.

 

We seek tooutperform our competition fairly and honestly.  We seek competitive advantages through superior performance,never through unethical or illegal business practices.  Stealing proprietary information, possessingtrade secret information that was obtained without the owner’s consent, orinducing such disclosures by past or present employees of other companies isprohibited.

 

**C)     Confidentiality**

 

Employees,officers and directors of the Company must maintain the confidentiality ofconfidential information entrusted to them by the Company or its suppliers orcustomers, except when disclosure is authorized by the Chief Financial Officeror other authorized officer, or required by laws, regulations or legalproceedings.  Whenever feasible,employees, officers and directors should consult the Chief Financial Officer ifthey believe they have a legal obligation to disclose confidentialinformation.  Confidential informationincludes all non-public information that might be of use to competitors of theCompany, or harmful to the Company or its customers if disclosed.  All officers and employees are also subjectto compliance with the Minuteman Non Competition and Confidentiality Agreement.

 

**D)     Fair Dealing**

 

Each employee,officer and director should endeavor to deal fairly with the Company’scustomers, suppliers, competitors, officers and employees.  None should take unfair advantage of anyonethrough manipulation, concealment, abuse of privileged information,misrepresentation of material facts or any other unfair dealing practice.

 

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The U.S.Foreign Corrupt Practices Act prohibits giving anything of value, directly orindirectly, to foreign government officials or foreign political candidates inorder to obtain or retain business. It is strictly prohibited to make illegalpayments to government officials of any country. In addition, the U.S.government has a number of laws and regulations regarding business gratuitieswhich may be accepted by U.S. government personnel.  The promise, offer or delivery to an official or employee of theU.S. government of a gift, favor other gratuity in violation of these ruleswould not only violate Company policy but could also be a criminaloffense.  State and local governments,as well as foreign governments, may have similar rules. If you have anyquestions, please consult the Company’s Chief Accounting Officer, who canprovide guidelines to you in this area.

 

The purpose ofbusiness entertainment and gifts in a commercial setting is to create good willand sound working relationships, not to gain unfair advantage withcustomers.  No gift or entertainment shouldbe offered, given, provided or accepted by any Company employee, family memberof an employee or agent unless it: (1) is not a cash gift, (2) is consistentwith customary business practices, (3) is not excessive in value, (4) cannot beconstrued as a bribe or payoff and (5) does not violate any laws orregulations.  Please discuss with yoursupervisor or the Company’s Chief Accounting Officer any gifts or proposedgifts which you are not certain are appropriate.

 

**E)      Protection And Proper Use Of CompanyAssets**

 

All employees,officers and directors should protect the Company’s assets and ensure theirefficient use.  Theft, carelessness, andwaste have a direct impact on the Company’s profitability.  All Company assets should be used forlegitimate business purposes.

 

**F)      Accounting Complaints**

 

The Company’spolicy is to comply with all applicable financial reporting and accountingregulations applicable to the Company. If any employee, officer or director of the Company has concerns orcomplaints regarding questionable accounting or auditing matters of theCompany, then he or she is encouraged to submit those concerns or complaints(anonymously, confidentially or otherwise) to the Audit Committee of the Boardof Directors (which will, subject to its duties arising under applicable law,regulations and legal proceedings, treat such submissions confidentially.  Such submissions may be directed to theattention of the Audit Committee, or any director who is a member of the AuditCommittee, at the principal executive officers of the Company.

 

**G)     Reporting Any Illegal Or Unethical Behavior**

 

Employees areencouraged to talk to supervisors, managers or other appropriate personnelabout observed illegal or unethical behavior and, when in doubt, about the bestcourse of action in a particular situation. Employees, officers and directors who are concerned that violations ofthis Code or that other illegal or unethical conduct by employees, officers ordirectors of the Company have occurred or may occur should either contact theirsupervisor or superiors.  If they do notbelieve it appropriate or are not comfortable approaching their supervisors orsuperiors about their concerns

 

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orcomplaints, then they may contact either the Chief Executive Officer or ChiefAccounting Officer of the Company or the Audit Committee of the Company.  If their concerns or complaints requireconfidentiality, including keeping their identity anonymous, then thisconfidentiality will be protected, subject to applicable law, regulation orlegal proceedings.

 

**H)   No Retaliation**

 

The Companywill not permit retaliation of any kind by or on behalf of the Company and itsemployees, officers and directors against good faith reports or complaints ofviolations of this Code or other illegal or unethical conduct.

 

**I)   Public Company Reporting**

 

As a publiccompany, it is of critical importance that the Company’s filings with theSecurities and Exchange Commission be accurate and timely.  Depending on their position with theCompany, an employee, officer or director may be called upon to providenecessary information to assure that the Company’s public reports are complete,fair and understandable.  The Company expectsemployees, officers and directors to take this responsibility very seriouslyand to provide prompt accurate answers to inquiries related to the Company’spublic disclosure requirements.

 

All of theCompany’s books, records, accounts and financial statements must be maintainedin reasonable detail, must appropriately reflect the Company’s transactions andmust conform both to applicable legal requirements and to the Company’s systemof internal controls.  Unrecorded or“off the books” funds or assets should not be maintained unless permitted byapplicable law or regulation.

 

Records shouldalways be retained or destroyed according to the Company’s record retentionpolicies.  In accordance with thosepolicies, in the event of litigation or governmental investigation pleaseconsult the Company’s Chief Accounting Officer.

 

**J)Amendment, Modification And Waiver**

 

This Code maybe amended, modified or waived by the Board of Directors, subject to thedisclosure and other provisions of the Securities Exchange Act of 1934, and therules there under and the applicable rules of the NASDAQ.

 

 
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