**Exhibit 14.1**

 

**Code of Business Ethics**

 

**The National Technical Systems Commitment**

 

NationalTechnical Systems is dedicated to the highest standards of ethical conduct inall its business dealings with the Government and with all other customers andsuppliers. National Technical Systems enjoys and seeks to sustain itsoutstanding reputation as a responsible source of quality products made in fullcompliance with contract requirements and sold at a fair price. All persons whocomprise National Technical Systems are required to conduct their businessrelations with customers, suppliers, colleagues and the public with courtesy,honesty and integrity.

 

Toaffirm these high standards and to reinforce their importance, NationalTechnical Systems has adopted this Code of Business Ethics.

 

**Applicability of the Code**

 

•                  ThisCode of Business Ethics applies to all employees as well as to all corporateofficers, directors, and supervisors (hereinafter referred to generally as “employees”).

 

•                  NationalTechnical Systems employees are expected to adhere to the highest standards ofhonesty and integrity. They are expected to comply with all laws andregulations applicable to their work, with the requirements of the contractcovering their particular work, and with National Technical Systems policies,standards and procedures. Dishonest or unethical actions, and the mereappearance of dishonest or unethical actions, are unacceptable.

 

**General Conduct Guidance For All Employees**

 

•                  Onthe job, each employee is expected to follow the simple standard of “doing itright, doing it honestly,” which extends beyond mere compliance with applicablelaws to govern conduct where there is no explicit guideline. Employees shouldnot attempt to accomplish by indirect means what cannot be accomplisheddirectly.

 

•                  Indetermining personal compliance with this Code in specific situations,employees should ask themselves the following questions:

 

•                  Is my action honest?

 

•                  Is my action the right thing to do?

 

•                  Does my action comply with National TechnicalSystems policy?

 

•                  Does my action comply with the contractrequirements governing this particular work?

 

•                  Am I sure that my action doesn’t appearinappropriate?

 

•                  AmI sure that the Company or I would not be embarrassed or compromised if myaction became known publicly?

 

***Employees should be able to answer “yes” toall these questions before acting.***

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**SpecificRequirements Applicable To All Contract Work**

 

•                  Compliancewith the terms of the contract. Every customer has the right to expect thatNational Technical Systems’ complies with the agreed contract or purchase orderspecifications, and complies with representations made to that customer. Withrespect to services provided directly or indirectly for the Government, thisexpectation has the force of law.

 

•                  Contractwork shall comply fully with the contract requirements. When it appears that acontract requirement cannot be met, the matter will be brought to the attentionof the supervisor, who in turn may discuss the matter with appropriate managementpersonnel so that a resolution satisfactory to the customer can be made.

 

•                  Allquality assurance and quality control procedures required by the contract orpurchase order, and by the National Technical Systems’ Quality AssuranceManual, including required testing procedures, must be followed strictly.

 

•                  Noattempt may be made to lead a customer or any representative of a customer tobelieve that a National Technical Systems’ service and/or product meets arequired specification or has passed required inspection or testing criteria,if that is not true.

 

•                  Noattempt should be made to change inspection standards or test procedures fromthat contractually required, without the knowledge and approval of thecustomer.

 

•                  Employeesinvolved in the negotiation or administration of contracts shall ensure thatall communications and representations to customer representatives are true,current and complete.

 

**Compliance with record keeping requirements**

 

•                  NationalTechnical Systems’ books and records are to be kept in a manner calculated toreflect actual costs and in accordance with generally accepted accountingprinciples. This means that:

 

•                  Nofunds or accounts may be established or maintained for purposes that are notfully and accurately described on the books and records.

 

•                  Receiptsand disbursements must be fully and accurately described.

 

•                  Nofalse or fictitious entries may be made on the books or records nor any falseor misleading reports issued.

 

•                  Paymentsmay be made only to the contracting party or a valid assignee and only for theactual services rendered or products delivered. No false or fictitious invoicesmay be paid.

 

**Maintaining trust and confidence**

 

•                  Employeesmay not have direct or indirect financial interests that conflict substantially,or appear to conflict (a minimal investment of stock would not appear toconflict) with their responsibilities as a National Technical Systems employee.Any employee who feels he or she may have a conflict situation, actual orpotential, should report all pertinent facts to his or her supervisor forguidance, or to Human Resources.

 

•                  Exceptas specifically authorized by management, all employees are prohibited fromdisclosing to any outside party, any National Technical Systems business,financial, personnel, or technical information or data acquired during theiremployment. Upon termination of employment, an

 

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employeemay not copy or retain any documents containing National Technical Systemsbusiness, financial, personnel or technical information or data.

 

**Compliance with anti-fraud and standards of conduct statutes**

 

Thefollowing activities are strictly prohibited to all National Technical Systemsemployees:

 

•                  Giving or accepting a bribe.

 

•                  Giving or accepting gratuities or kickbacks.

 

•                  Submitting false statements or false claims.

 

•                  Committingany act or omission which is false or misleading. No employee may submit orconcur in the submission of a statement, bid, proposal, billing, claim or anyother document of any kind that is false, fictitious or misleading. Such actsare prohibited by criminal law and could result in criminal prosecution of thecompany and the employee involved. Particular care must be taken in observationof laws, U.S. or foreign, relating to improper payments to foreign nationals.

 

•                  Compliancewith anti-trust laws. The federal antitrust laws prohibit combinations andconspiracies in restraint of trade. National Technical Systems employees maynot agree with any competitors to fix prices, allocate or divide markets, placelimitations on product distribution, or engage in a group boycott against asupplier or customer. Under no circumstances may there be collusive bidding inconnection with sales to any customer. Any questions should be discussed withthe division head.

 

**Specific Requirements Applicable to Government Contracts**

 

•                  NationalTechnical Systems employees will strictly observe the laws, rules andregulations which govern the acquisition of goods and services by theGovernment. National Technical Systems has detailed manuals describing thespecific procedures applicable to obtaining Government procurement information,developing cost and pricing estimates, exercising contract administration, andperforming materials management for Government prime contracts and subcontracts.Employees are expected to follow these manual provisions.

 

•                  Ifapplicable employees must strictly adhere to Government regulations andNational Technical Systems’ procedure regarding classified information andclassified documents. Employees are responsible for proper protection andcontrol of all classified documents in their possession. Any questionsregarding classified information of classified document control should bereferred to the division’s Security Officer.

 

•                  Companyemployees are prohibited from providing gifts, entertainment, meals orgratuities to Government personnel. National Technical Systems employees areexpected to report known or suspected violations of this Code to his or hersupervisor or Human Resources. If the supervisor determines that the matter isof sufficient gravity, the supervisor shall consult with the appropriateNational Technical Systems manager involved in order to determine whatcorrective action is necessary.

 

•                  “Whistleblower”Protection. Employees are encouraged to report actual or suspected wrongdoing.No employee shall be made to suffer public embarrassment or be subject toretaliation because of a report of actual or suspected wrongdoing made to hisor her supervisor or

 

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HumanResources. If the reporting employee is directly or indirectly involved in theviolation, the fact that he or she reported the violation will be givenappropriate consideration by the company in any disciplinary action arising outof the incident.

 

•                  Useof Outside Consultants. National Technical Systems has the in-house personnelresources to fulfill virtually all of its business obligations. To maintainstrict control over the engagement of outside consultants, no consultant may behired without the proper authorization.

 

**Enforcement of the Code**

 

•                  Responsibilities.This Code will be enforced equitably at all organizational levels. NationalTechnical Systems management is charged with implementing this Code at alllevels and with monitoring compliance. Each manager is responsible for takingtimely action to ensure compliance with this Code, including prompt correctiveaction when required. Supervisors must be careful in their words and conduct toavoid placing, or seeming to place, pressure on subordinates that could causethem to deviate from acceptable standards of conduct.

 

•                  Distributionof this Code of Conduct. This Code of Conduct shall be posted in each of thecompany’s facilities. It shall be posted in all meeting areas designated foruse of suppliers and potential suppliers. Every employee shall also be given acopy of this Code and shall execute a statement that he or she has read it andunderstands it to be continuing National Technical Systems policy.

 

•                  Sanctionsfor Violations. Disciplinary actions for violations of this Code of Conduct mayinclude verbal counseling, written reprimand, probation, suspension ortermination.

 

**Ethics Hot Line**

 

TheSarbanes-Oxley Act was recently enacted, and states that each company’s auditcommittee must ensure that every employee has a confidential and anonymousprocedure for employees to report concerns regarding questionable accounting orauditing matters. When there are unethical or illegal practices going on atyour workplace, it can be difficult to know what to do. To that end, NTS has setup an Ethics Hotline that creates a place for you to call to report anythingyou feel confused or worried about concerning financial dealings at work. Thenumber to use is 877-888-0040 to talk to a hotline specialist that is available24/7, 365 days a year. The hotline provides translation services in manylanguages as well as services for speech-and hearing-impaired callers. Theoperator will ask you a few questions, or you can just talk. Anything you sayis kept totally confidential; you ***WILL NOT***be identified in any way. Your concern orquestion goes directly to NTS’ Audit Committee, which are independent directorsand ***NOT***NTSemployees. The operator will set up an anonymous method for you to get ananswer or check on the status of your call if you like.

 

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