**Exhibit 14.2**

 

**ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION**

 

**CODEOF ETHICS FOR SENIOR FINANCIAL OFFICERS**

 

 

**Preface**

 

The Senior Financial Officers(1) employed by Artemis InternationalSolutions Corporation (the “Company”) hold an important and elevated role inthe area of corporate governance. As an integral part of the senior managementteam of the Company, Senior Financial Officers are vested with both theresponsibility and authority to protect, balance, and preserve the interests ofall of the Company’s stakeholders, including shareholders, clients, employees,suppliers, and citizens of the communities in which business is conducted.Senior Financial Officers fulfill this responsibility by prescribing andenforcing the policies and procedures employed in the operation of theCompany’s financial organization, and by demonstrating and/or establishing thefollowing:

 

***I.  Honest and Ethical Conduct***

 

Senior Financial Officers will exhibit and promote the higheststandards of honest and ethical conduct through the establishment and operationof policies and procedures that:

 

•                  encourageand reward professional integrity in all aspects of the financial organization,by eliminating inhibitions and barriers to responsible behavior, such ascoercion, fear of reprisal, or alienation from the financial organization orthe Company itself;

 

•                  prohibitand eliminate the appearance or occurrence of conflicts between what is in thebest interest of the Company and what could result in material personal gainfor a member of the financial organization, including Senior FinancialOfficers;

 

•                  providea mechanism for members of the finance organization to inform senior managementof deviations in practice from policies and procedures governing honest andethical behavior; and

 

•                  demonstratethe personal support of the Senior Financial Officers for such policies andprocedures through periodic communication reinforcing these ethical standardsthroughout the finance organization.

 

# ***II.  Financial Records andPeriodic Reports***

 

Senior Financial Officers will establish and manage the Company’stransaction and reporting systems and procedures to ensure that:

 

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(1) The Senior FinancialOfficers of the Company are its principal executive officer, its principalfinancial officer, its principal accounting officers or controllers, and anyother persons performing similar functions. 

 

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•                  businesstransactions are properly authorized and completely and accurately recorded onthe Company’s books and records in accordance with Generally AcceptedAccounting Principles (GAAP) and established Company financial policy;

 

•                  theretention or proper disposal of Company records shall be in accordance withestablished enterprise financial policies and applicable legal and regulatoryrequirements; and

 

•                  periodicfinancial communications and reports will be delivered in a manner thatfacilitates the highest degree of clarity of content and meaning so thatreaders and users can quickly and accurately determine the significance andconsequence of those communications and reports.

 

# ***III.  Compliance with ApplicableLaws, Rules and Regulations***

 

Senior Financial Officers will establish and maintain mechanisms to:

 

•                  educatemembers of the Company’s finance organization regarding any federal, state orlocal statute, regulation or administrative procedure that affects theoperation of the finance organization and the Company generally;

 

•                  monitorthe compliance of the Company’s finance organization with any applicablefederal, state or local statute, regulation or administrative rule; and

 

•                  identify,report and correct in a swift and certain manner, any detected deviations fromany applicable federal, state or local statute or regulation.

 

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**COMPLIANCECERTIFICATE**

 

I have read andunderstand the Company’s Code of Ethics forSenior Financial Officers(the “Code”). I will adhere in all respects to theethical standards described in the Code. I further confirm my understanding that any violation of the Code willsubject me to appropriate disciplinary action, which may include demotion ordischarge.

 

I certify to the Companythat I am not in violation of the Code, unless I have noted such violation in asigned Statement of Exceptions attached to this Compliance Certificate.

 
| Date:  |            |   | Signature: |   |
|--------|-----------------|--------|------------|--------|
|   |            |   |       |   |
|   | Print Name:     |   |
|   |            |   |
|   | Title/Position: |   |
|        |                 |        |            |        |  |  |

 

 

Check one of thefollowing:

 

o            AStatement of Exceptions is attached.

 

o            NoStatement of Exceptions is attached.

 

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