EXHIBIT 14

                              SPEAR & JACKSON, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS
              Adopted by the Board of Directors on January 20, 2005

The following shall constitute the Code of Business Conduct and Ethics (the
"Code of Business Conduct and Ethics") of Spear & Jackson, Inc. (the
"Corporation"):

INTRODUCTION

This Code of Business Conduct and Ethics covers a wide range of business
practices and procedures. It does not cover every issue that may arise, but it
sets out basic principles to guide all employees, officers and directors of the
Corporation. All of our employees, officers and directors must conduct
themselves accordingly and seek to avoid even the appearance of improper
behavior. The Code should also be provided to and followed by the Corporation's
agents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law;
however, if a local custom or policy conflicts with this Code, you must comply
with the Code. If you have any questions about these conflicts, you should ask
your supervisor how to handle the situation. Those who violate the standards in
this Code will be subject to disciplinary action. If you are in a situation that
you believe may violate or lead to a violation of this Code, follow the
guidelines described in Section 15 of this Code.

1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

All employees, officers and directors must respect and obey the laws of the
municipalities, states and countries in which we operate. Although not all
employees, officers or directors are expected to know the details of these laws,
it is important to know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel.

The Corporation holds information and training sessions to promote compliance
with laws, rules and regulations.

2. CONFLICTS OF INTEREST

A "conflict of interest" exists when a person's private interest interferes, or
appears to interfere, with the interests of the Corporation. A conflict
situation can arise when an employee, officer or director takes actions or has
interests that may make it difficult to perform his or her Corporation work
objectively and effectively. Conflicts of interest also may arise when an
employee, officer or director, or a member of his or her family, receives
improper personal benefits as a result of his or her position in the
Corporation. Loans to, or guarantees of obligations of, employees, officers,
directors or their family members create conflicts of interest. It is the policy
of the Corporation to prohibit specifically the granting of such loans or
improper personal benefits.

A conflict of interest may arise when the Corporation transacts business or
contracts with one of its affiliates or with clients or proposed clients of one
of its affiliates. Similarly, investments or loans by the Corporation in or to a
client or proposed client of the

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Corporation's affiliates may create a conflict of interest. Such transactions
must receive independent and informed scrutiny to ensure they have been
conducted at arm's length. It is almost always a conflict of interest for a
Corporation employee, officer or director to work simultaneously for a
competitor, customer or supplier. You are not allowed to work for a competitor
as a consultant or board member. The best policy is to avoid any direct or
indirect business connection with our customers, suppliers or competitors,
except on our behalf. Conflicts of interest are prohibited as a matter of
Corporation policy, except under guidelines approved by the Board of Directors.
Conflicts of interest may not always be clearcut, so if you have a question, you
should consult with higher levels of management or the Corporation's Board of
Directors. Any employee, officer or director who becomes aware of a conflict or
potential conflict should bring it to the attention of a supervisor, manager or
other appropriate personnel, or consult the procedures described in Section 15
of this Code.

3. INSIDER TRADING

Employees, officers and directors who have access to confidential information
are not permitted to use or share that information for stock trading purposes or
for any other purpose except the conduct of our business. All non-public
information about the Corporation should be considered confidential information.
To use non-public information for personal financial benefit or to "tip" others
who might make an investment decision on the basis of this information is not
only unethical but also illegal. If you have any questions, please consult the
Corporation's Chief Financial Officer.

4. CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited from taking for themselves
personally opportunities that are discovered through the use of corporate
property, information or position without the consent of the Board of Directors.
No employee, officer or director may use corporate property, information, or
position for improper personal gain, and no employee, officer or director may
compete with the Corporation directly or indirectly. Employees, officers and
directors owe a duty to the Corporation to advance its legitimate interests when
the opportunity to do so arises.

5. COMPETITION AND FAIR DEALING

We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited. Each
employee, officer and director should endeavor to respect the rights of and deal
fairly with the Corporation's customers, suppliers, competitors and employees.
No employee, officer or director should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair-dealing practice.

To maintain the Corporation's valuable reputation, compliance with our policies
and procedures is essential.

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The purpose of business entertainment and gifts in a commercial setting is to
create good will and sound working relationships, not to gain unfair advantage
with customers. No gift or entertainment should ever be offered, given, provided
or accepted by any Corporation employee, officer or director, or any of their
family members unless it: (1) is not a cash gift; (2) is consistent with
customary business practices; (3) is not excessive in value; (4) cannot be
construed as a bribe or payoff; and (5) does not violate any laws or
regulations. Please discuss with your supervisor any gifts or proposed gifts
that you are not certain are appropriate.

6. DISCRIMINATION AND HARASSMENT

The diversity of the Corporation's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment or any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.

7. HEALTH AND SAFETY

The Corporation strives to provide each employee and officer with a safe and
healthful work environment. Each employee and officer has responsibility for
maintaining a safe and healthy workplace for all employees and officers by
following safety and health rules and practices and reporting accidents,
injuries and unsafe equipment, practices or conditions. Violence and threatening
behavior are not permitted. Employees and officers should report to work in
condition to perform their duties, free from the influence of illegal drugs or
alcohol. The use of illegal drugs in the workplace will not be tolerated.

8. RECORD-KEEPING

The Corporation requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.

Many employees and officers regularly use business expense accounts, which must
be documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or your controller. Rules and
guidelines are available from the Accounting Department.

All of the Corporation's books, records, accounts and financial statements must
be maintained in reasonable detail, must appropriately reflect the Corporation's
transactions and must conform both to applicable legal requirements and to the
Corporation's system of internal controls. Unrecorded or "off the books" funds
or assets should not be maintained unless permitted by applicable law or
regulation.

Business records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to
e-mail, internal memos and formal reports. Records should always be retained or
destroyed according to the Corporation's record retention policies. In
accordance with those policies, in the event of litigation or governmental
investigation it is essential to follow the advice of the

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Corporation's outside counsel. Improper destruction of records can be illegal
and result in both civil and criminal penalties. Whenever litigation or an
investigation is pending or threatened, every potentially relevant document must
be preserved unless destruction has been approved by the Corporation's outside
counsel.

9. CONFIDENTIALITY

Employees and officers must maintain the confidentiality of confidential
information entrusted to them by the Corporation or its customers, except when
disclosure is authorized by the Corporation's outside counsel or required by
laws or regulations. Confidential information includes all non-public
information that might be of use to competitors, or harmful to the Corporation
or its customers, if disclosed. It also includes information that suppliers and
customers have entrusted to us. The obligation to preserve confidential
information continues even after employment ends.

10. PROTECTION AND PROPER USE OF CORPORATION ASSETS

All employees, officers and directors should endeavor to protect the
Corporation's assets and ensure their efficient use. Theft, carelessness, and
waste have a direct impact on the Corporation's profitability. Any suspected
incident of fraud or theft should be immediately reported for investigation to
your supervisor or the Corporation's outside counsel. All Corporation assets
should be used for legitimate business purposes. Corporation equipment should
not be used for non-Corporation business, though incidental personal use may be
permitted.

The obligation of employees, officers and directors to protect the Corporation's
assets includes its proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks, and
copyrights, as well as business, marketing and service plans, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
Corporation policy. It could also be illegal and result in civil or even
criminal penalties.

11. PAYMENTS TO GOVERNMENT PERSONNEL

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country. In addition, the
U.S. government has a number of laws and regulations regarding business
gratuities which may be accepted by U.S. government personnel. The promise,
offer or delivery to an official or employee of the U.S. government of a gift,
favor or other gratuity in violation of these rules would not only violate
Corporation policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules.

12. DISCLOSURE POLICY

It is the Corporation's policy to provide full, fair, accurate, timely and
understandable disclosure in all documents required to be filed with or
furnished or submitted to the securities and Exchange Commission and in all
other public communications. The Company expects all employees, officers and
directors to act in a manner that supports this policy. In

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addition, employees, officers and directors are prohibited from directly or
indirectly taking any action to fraudulently influence, coerce, manipulate or
mislead the Corporation's independent auditors for the purpose of rendering the
financial statements of the Corporation misleading.

13. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code for executive officers or directors may be made only by
the Board or a Board committee and will be promptly disclosed to shareholders as
required by law or stock exchange regulation.

14. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Employees and officers are encouraged to talk to their supervisors about
observed illegal or unethical behavior or when in doubt about the best course of
action in a particular situation. The Corporation prohibits retaliation for
reports of misconduct by others made in good faith by employees. Retaliation is
illegal and could result in civil or even criminal penalties. Employees and
officers are expected to cooperate in internal investigations of misconduct.

15. COMPLIANCE PROCEDURES

We must all work to ensure prompt and consistent action against violations of
this Code. However, in some situations it is difficult to know right from wrong.
Since we cannot anticipate every situation that will arise, it is important that
we have a way to approach a new question or problem. These are the steps to keep
in mind:

o  Make sure you have all the facts. In order to reach the right solutions, we
   must be as fully informed as possible.

o  Ask yourself: What specifically am I being asked to do? Does it seem
   unethical or improper? This will enable you to focus on the specific question
   you are faced with, and the alternatives you have. Use your judgment and
   common sense; if something seems unethical or improper, it probably is.

o  Clarify your responsibility and role. In most situations, there is shared
   responsibility. Are your colleagues informed? It may help to get others
   involved and discuss the problem.

o  Discuss the problem with your supervisor. This is the basic guidance for all
   situations. In many cases, your supervisor will be more knowledgeable about
   the question, and will appreciate being brought into the decision-making
   process. Remember that it is your supervisor's responsibility to help solve
   problems.

o  Seek help from Corporation resources. In the rare case where it may not be
   appropriate to discuss an issue with your supervisor, or where you do not
   feel comfortable approaching your supervisor with your question, discuss it
   with the Corporation's President & Chief Financial Officer or Vice President
   & Chief Accounting Officer. With respect to allegations of financial
   misconduct or impropriety, you may contact the Corporation's Nominating and

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   Corporate Governance Committee Chairman who accepts such information on
   behalf of the Audit Committee of the Board of Directors.

o  You may report ethical violations in confidence and without fear of
   retaliation. If your situation requires that your identity be kept secret,
   your anonymity will be protected. The Corporation does not permit retaliation
   of any kind against employees for good faith reports of ethical violations.

o  Always ask first, act later: If you are unsure of what to do in any
   situation, seek guidance before you act.

16. ACCOUNTABILITY

You will be accountable for adherence to this Code of Business Conduct and
Ethics. Violations of this Code of Business Conduct and Ethics may result in a
variety of disciplinary actions, including termination of employment and civil
or criminal penalties.

17. CERTIFICATION

This Code of Business Conduct and Ethics was duly approved and adopted by the
Board of the Corporation on the 20th day of January, 2005.

/s/ John R. Harrington, Jr.
Acting Chairman

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