Auto-Graphics, Inc.
                        Code of Ethical Conduct


In my role as Chief Executive Officer ("CEO") or Chief Financial Officer
("CFO") of Auto-Graphics, Inc., I recognize that the CEO or CFO hold an
important and elevated role in corporate governance.  I am uniquely capable
and empowered to ensure that shareholders' interests are appropriately
balanced, protected and preserved. Accordingly, this Code provides principles
to which the CEO and CFO are expected to adhere and advocate. The Code
embodies rules regarding individual and peer responsibilities, as well as,
responsibilities to the company, the public and shareholders.

I certify to you that I adhere to and advocate the following principles and
responsibilities governing my professional and ethical conduct.

To the best of my knowledge and ability:

1. I act with honesty and integrity avoiding actual or apparent conflicts of
interest in personal and professional relationships.

2. I provide constituents with information that is accurate, complete,
objective, relevant, timely and understandable.

3. I comply with rules and regulations of federal, state, provincial and
local governments, and other appropriate private and public regulatory
agencies.

4. I act in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing my independent judgment to
be subordinated.

5. I respect the confidentiality of information acquired in the course of my
work except when authorized or otherwise legally obligated to disclose.
Confidential information acquired in the course of my work is not used for
personal advantage.

6. I share knowledge and maintain skills important and relevant to my
constituents' needs.

7. I proactively promote ethical behavior as a responsible partner among
peers in my work environment and community.

8. I achieve responsible use of and control over all assets and resources
employed or entrusted to me.

____________________________________________
(Signature)
(Title)

Source: Financial Executives International.