**Exhibit 14.2**

** **

**Code of Ethics for Chief Executive Officer, ChiefFinancial Officer and Other Senior Financial Officers**

** **

Preface

 

The Chief ExecutiveOfficer, the Chief Financial Officer and other senior financial officers holdan important and elevated role in corporate governance. As key members of  corporate management, these individuals arevested with both the responsibility and authority to protect, balance, andpreserve the interests of all of our company’s stakeholders, includingshareholders, clients, employees, suppliers, and citizens of the communities inwhich our business is conducted.

 

The Chief ExecutiveOfficer, the Chief Financial Officer and other senior financial officers mustfulfill their responsibilities by prescribing and enforcing the policies andprocedures employed in the operation of the enterprise, and by demonstratingthe following:

 

I. Honest and EthicalConduct

 

The executive andfinancial officers and personnel of the Company will exhibit and promote thehighest standards of honest and ethical conduct through the establishment andoperation of policies and procedures that:

 

•                  Encourage and reward professionalintegrity in all aspects of the organization, by eliminating inhibitions andbarriers to responsible behavior, such as coercion, fear of reprisal, oralienation from the enterprise itself.

 

•                  Prohibit and eliminate the appearanceor occurrence of conflicts between what is in the best interest of theenterprise and what could result in material personal gain for a member of theBoard of Directors, or the executive or financial management of theorganization.

 

•                  Provide a mechanism for members ofthe organization to inform the Board of Directors or senior management ofdeviations in practice from policies and procedures governing honest andethical behavior as set forth in the Company’s Code of Ethics.

 

•                  Demonstrate their personal supportfor such policies and procedures through periodic communication reinforcingthese ethical standards throughout the organization.

 

II. Financial Records andPeriodic Reports

 

Executiveand financial officers and personnel will establish and manage the enterprisetransaction and reporting systems and procedures to ensure that:

 

•                  Business transactions are properlyauthorized and completely and accurately recorded on the Company’s books andrecords in accordance with Generally Accepted Accounting Principles (GAAP) andestablished company financial policy.

 

•                  The retention or proper disposal ofCompany records shall be in accordance with established enterprise financialpolicies and applicable legal and regulatory requirements.

 

•                  Periodic financial communications andreports will be delivered in a manner that facilitates the highest degree ofclarity of content and meaning so that readers and users will quickly andaccurately determine their significance and consequence.

 

III. Compliance withApplicable Federal, State, Local or International Laws, Rules andRegulations

 

Executive and financialofficers and personnel will establish and maintain mechanisms to:

 

•                  Educate members of the organizationabout any international, federal, state or local statute, regulation oradministrative procedure that affects the operation of the enterprisegenerally.

 

•                  Monitor the compliance of the  organization withany applicable international, federal, state or local statute, regulation oradministrative rule

 

•                  Identify, report and correctin a swift and certain manner, any detected deviations from applicableinternational, federal, state or local statute or regulation.

 

----