**Exhibit
      14.2**




**CODE
      OF BUSINESS CONDUCT**




**OF**




**SOUND
      WORLDWIDE HOLDINGS, INC.**




**INTRODUCTION**




Sound
      Worldwide Holdings, Inc., a Delaware corporation, and its subsidiaries
      (collectively the “Company”) have a commitment to moral conduct, to ethical
      behavior and to operating within the letter and spirit of the law.




This
      Code
      is designed to promote honest, ethical and lawful conduct by all employees,
      officers and directors of the Company and, specifically, to explain the
      Company’s standards of ethical business practices and to stimulate awareness of
      ethical and legal issues that may be encountered in carrying out
      responsibilities on behalf of the Company.




The
      Company recognizes that while it is not possible to define in this Code the
      proper conduct and ethical behavior for every situation which may arise, the
      Code and your own integrity should provide the answer in most situations. When
      uncertainty arises, it is often helpful to reflect on the
      following:




1.
            Will
                my action or decision result in my disobeying the law or Company
                policy?




2.
            Would
                my action or decision be viewed as fair and appropriate to
                others?




3.
            Would
                I feel good if my action or decision was published in the newspaper
                or if
                my family knew about it?




Whenever
      there is doubt about the right ethical or legal choice to make, it is your
      obligation to fully disclose the circumstances and seek guidance about the
      right
      thing to do — and continue seeking until guidance is obtained.




Specifically,
      if you are in a situation that you believe may involve or lead to a violation
      of
      this Code, you have an affirmative duty to disclose to, and seek guidance from,
      a responsible supervisor, the Legal Department, the Ethics Committee or other
      appropriate internal authority. Failure to comply with this Code, the Company’s
      other corporate policies and procedures, and with federal, state, local and
      any
      applicable foreign laws, will result in disciplinary action which may include
      termination of service and, in appropriate cases, referral to law enforcement
      authorities.




The
      Company encourages the communication of concerns relating to the lawful and
      ethical conduct of business, and audit and accounting procedures or related
      matters. It is the policy of the Company to protect those who communicate bona
      fide concerns from any retaliation for such reporting. Confidential and
      anonymous mechanisms for reporting concerns are available and are described
      in
      this Code. However, anonymous reporting does not serve to satisfy your duty
      to
      disclose your potential involvement in a conflict of interest or in unethical
      or
      illegal conduct.




Specific
      policy reminders with respect to conflicts of interest (whether actual or
      apparent), confidential information and other subjects are discussed below.
      Always consult with the Employee Handbook and Policy Manual for additional
      specific policies and procedures that supplement and expand on provisions of
      this Code.




**CONFLICTS
      OF INTEREST**




Employees,
      officers and directors shall deal with suppliers, customers, and other persons
      doing or seeking to do business with the Company in a manner that excludes
      consideration of personal advantage. When you work with customers, suppliers
      and
      others who want to do business with the Company, you may not benefit personally.
      You should seek to avoid conflicts of interest (and even the appearance of
      conflicts) which arise when you personally benefit from your position on behalf
      of the Company or misuse the assets of the Company.







While
      there is no “bright-line” test for what constitutes a conflict of interest and,
      accordingly, not every situation that may give rise to a conflict of interest
      can be described in this Code, employees, officers and directors should
      avoid:




1.
            Accepting
                compensation from a person or entity (other than compensation from
                the
                Company) for services performed in the course of your duties on behalf
                of
                the Company;




2.
            Soliciting,
                directly or indirectly, from vendors, patrons, or others doing business
                or
                seeking to do business with the Company any kind of gift, cash or
                other
                personal benefit. Except in the instances of common courtesy associated
                with accepted business practices and limited in value to an aggregate
                amount from all sources of One Hundred Dollars ($100.00) during a
                twelve
                month period, employees, officers and directors may not, directly
                or
                indirectly, accept any gifts, payments, fees, services, privileges,
                or
                trips without a business purpose, loans (other than conventional
                loans
                from lending institutions) or other favors from any person or business
                organization that does or seeks to do business with, or is a competitor
                of
                the Company. Entertainment or something of value may never be accepted
                in
                exchange for giving a vendor business or increasing the vendor’s current
                level of business. Entertainment from a vendor may be accepted in
                limited
                circumstances, when accompanied by the vendor, if it is related to
                a
                business purpose, and is not excessive in nature (for example, a
                dinner or
                a sports event). All gifts or entertainment received must be fully
                described in a written log maintained by each employee, officer and
                director, which log shall include a description, including approximate
                value, of the gift or entertainment, the name and relationship of
                the
                person or entity providing such gift or entertainment and the date
                of its
                receipt. Under no circumstances may any vice president, director,
                manager
                or any employee authorized to issue complimentaries accept any gratuity
                of
                any kind from a client or vendor without the written permission of
                the
                Chief Executive Officer and Chief Financial
                Officer;




3.
            Competing,
                either directly or indirectly, with the Company or acquiring a financial
                interest in an entity or entering into an association that interferes
                or
                might reasonably be thought to interfere, with your independent exercise
                of judgment in the best interests of the Company. Each manager and
                above
                shall devote all of his/her business time and energy to the Company
                and
                shall not engage in any other business activity without prior written
                consent of the Chief Operating Officer, General Manager or the equivalent
                thereof, obtained through the proper chain of
                command;




4.
            Engaging
                in a consulting, managerial, employment or investing relationship
                with a
                competitor, patron, vendor or other party dealing with the Company
                (other
                than Minimal Ownership of publicly traded securities as a passive
                investment). “Minimal Ownership” means the lesser of (a) under 1% of the
                total outstanding class of securities or (b) 5% or less of the employee’s,
                director’s or officer’s personal net worth. Employees, their relatives or
                friends shall not own a significant financial interest in any business
                organization that does or seeks to do business with or is a competitor
                of
                the Company without full written disclosure to and the prior written
                approval of the Chief Operating Officer, General Manager or the equivalent
                thereof. For purposes of this policy, a relative shall mean a spouse,
                parents, in-laws, siblings, children, aunts, uncles, nieces and nephews
                and friends shall include a fiancée, business partner, room-mate, or other
                close associate or personal friend;




5.
            Taking
                or otherwise appropriating for personal benefit, or for the benefit
                of any
                other person or enterprise, any opportunity or potential opportunity
                that
                arises or may arise in any line of business in which the Company
                engages
                or is likely to engage without first notifying and obtaining the
                express
                approval of the Board. (For example, acquiring, directly or indirectly,
                real property, leaseholds, patents or other properties or rights
                in which
                the Company has, or is likely to have, an interest is prohibited
                unless
                approved by the Board.); and




6.
            Misusing,
                taking or otherwise appropriating for personal benefit, or for the
                benefit
                of any other person or enterprise any Company assets or resources,
                including but not limited to confidential and proprietary information.
                The
                assets of the Company, including assets issued as complimentaries,
                are
                only to be utilized to advance the business goals of the Company
                and not
                to advance private economic
                interests.




2




In
      all
      instances, should a conflict or potential conflict arise, the matter must be
      disclosed promptly to the Ethics Committee and, if involving an officer the
      Board of Directors.




**PROPER
      ACCOUNTING AND RECORD RETENTION**




Employees,
      officers and directors are responsible for maintaining all records in an
      accurate manner and must fully and fairly disclose the financial condition
      of
      the Company in accordance with all applicable laws, regulations, principles
      and
      standards.




Of
      particular importance,




1.
            The
                establishment of any undisclosed or unrecorded fund or asset is
                prohibited.




2.
            The
                making of any false or artificial entry on any book or record is
                prohibited.




3.
            The
                making of any payment for any purpose other than stated on the document
                supporting the payment is
                prohibited.




The
      Company has document retention programs designed to retain those documents
      and
      records required by applicable laws and regulations. Documents may only be
      destroyed in compliance with these document retention programs. Notwithstanding
      these programs, no document may ever be destroyed during a pending investigation
      or litigation. Any belief that Company records are being improperly altered
      or
      destroyed must be reported immediately, as set forth in Reporting Violations,
      below.




**DEALING
      WITH AUDITORS**




Employees,
      officers and directors are prohibited from making false or misleading statements
      to any internal auditor or investigator or to any independent auditor or
      investigator properly engaged by the Company for a particular purpose.
      Employees, officers and directors shall not conceal or fail to reveal any
      information necessary to make the statements to such auditor or investigator
      not
      false or misleading.




Furthermore,
      no employee, officer or director of the Company shall influence, coerce,
      manipulate or mislead any independent public or certified accountant that is
      engaged in the performance of an audit of the Company’s financial statements for
      the purpose of rendering the statements materially misleading in violation
      of
      such rules as the Securities and Exchange Commission (the “SEC”) adopts.
      Inquiries and concerns regarding questionable accounting or auditing matters
      should be promptly submitted either through the confidential and anonymous
      reporting system described in this Code or directly to the Ethics Committee
      or
      the Chairman of the Audit Committee. (See Reporting Violations,
      below.)




**DEALING
      WITH THE PUBLIC**




Employees,
      officers and directors represent the Company to the public and at all times
      are
      expected to exhibit the highest standards of professionalism and courtesy and
      to
      act within the bounds of their authority. That means showing our well-known
      pride in the Company.




The
      Company is committed to providing full, fair and accurate disclosure in all
      public communications and in compliance with all applicable law, regulations
      and
      rules. Consistent with this commitment and the Company’s policy regarding
      Insider Trading and Fair Disclosure (see below), employees are not authorized
      to
      answer questions from the media, analysts, investors or any other members of
      the
      public.




If
      you
      should receive an inquiry, you should notify the respective property’s Chief
      Operating Officer, General Manager or the equivalent thereof of any media
      inquiries and the Chief Financial Officer of any financial inquiries. Inquiries
      about government regulatory interests, lawsuits and labor/employment issues
      should be referred to the Legal Department.


3


**COMPLIANCE
      WITH LAWS AND REGULATIONS**




The
      business of the Company shall always be conducted in full compliance with all
      applicable laws, regulations and the policies contained herein. Of particular
      importance:




1.
            The
                use of Company funds or assets for any unlawful purpose is
                prohibited.




2.
            Political
                contributions by the Company may be made where permitted by law and
                only
                after the Chief Executive Officer and the Chief Financial Officer
                have
                specifically approved them in writing. The Company encourages employees,
                officers and directors to participate in the political process in
                their
                individual capacities, including voluntary contributions to candidates
                or
                parties of their choice but only when and to the extent such activity
                is
                allowed by law.




3.
            Payments
                for bribes, kickbacks, and other illegal payments, either directly
                or
                indirectly, to individuals or other entities for any purpose are
                prohibited.




4.
            Delivering
                any money or other thing of value to a labor organization or its
                officers
                or agents.




**PROHIBITION
      ON LOANS TO EXECUTIVE OFFICERS AND DIRECTORS**




The
      Company shall not, directly or indirectly, including through any subsidiary,
      make or maintain any new extension of credit or arrange for the extension of
      credit in the form of a personal loan to or for any director or executive
      officer (or equivalent thereof) of the Company. This prohibition includes
      corporate guarantees but excludes loans under the Company’s 401(k) plan,
      reimbursable travel and similar expenses incurred while performing executive
      responsibilities, reimbursable relocation expenses, use of company vehicles
      for
      business purposes, and credit and charge cards used only in connection with
      business and limited ancillary personal purposes (e.g., personal items included
      in hotel room charges) settled within a reasonable time period (e.g.,
      monthly).




**CONFIDENTIAL
      AND PROPRIETARY INFORMATION**




The
      Company is justifiably proud of its preeminent position in the airlines
      operating and reservation systems industry. That leadership position has been
      achieved because of the imagination, initiative and energy with which each
      employee, officer and director does his/her job. As a result, the Company has
      developed and continues to develop proprietary concepts, programs and approaches
      to the business which has and will continue to place it on the leading edge.
      To
      remain there and to protect our Company it is essential that we pay our utmost
      attention to the possession, use, and disclosure of confidential
      information.




In
      consideration of the foregoing, employees, officers and directors are
      prohibited, both during and following employment, unless specifically authorized
      by the Chief Executive or Operating Officers, from possessing off- Company
      premises or disclosing, directly or indirectly, to anyone outside the Company
      or
      to any other employee, officer or director who has no need for the information,
      confidential information concerning the Company which has not been disclosed
      by
      the Company to the general public.




Examples
      of such information include:




1.
            Financial
                data (e.g., operating results, capital plans and expenditures, budgets,
                relationships with vendors, etc.);




2.
            Development
                plans and strategies;




3.
            Business
                plans and strategies;




4




4.
            Customer,
                patron, outside consultant and supplier lists or
                names;




5.
            Marketing
                plans, strategies, analyses and
                research;




6.
            Advertising
                plans, strategies, analyses and research;
                and




7.
            Organization
                charts, grade and salary data, and policy and procedures
                manuals.




Information
      of this type is proprietary to the Company and critical to its success. These
      examples are not intended as an exhaustive cataloging of confidential
      information nor as a substitute for the exercise of good judgment by employees,
      officers and directors concerning confidential information. Any questions as
      to
      whether a proposed use or disclosure of information violates this policy should
      be referred promptly to the Ethics Committee for resolution.




**INSIDER
      TRADING AND FAIR DISCLOSURE**




Federal
      and state laws prohibit buying, selling or making other transfers of securities
      by persons who are aware of material information that is not generally known
      by,
      or available to, the public. These laws also prohibit persons with material
      nonpublic information from disclosing that information to others who may trade.
      This type of conduct is referred to as “insider trading.” Federal law also
      affects when and how a company or a person acting on its behalf may disclose
      material nonpublic information to certain persons outside the Company, such
      as
      investment analysts and shareholders. Information is material if there is a
      substantial likelihood that a reasonable investor would consider it important
      in
      deciding to buy, hold or sell a security (e.g., earnings estimates, significant
      business investments, mergers, acquisitions, dispositions and other
      developments, expansion or curtailment of operations, and other activity of
      significance).




Accordingly,
      no employee, officer or director of the Company may: (a) trade securities of
      the
      Company or any other Company while in possession of material inside information
      with respect to that Company; (b) recommend or suggest that anyone else buy,
      sell, or hold securities of any Company while the employee is in possession
      of
      material inside information with respect to that Company (this includes formal
      or informal advice given to family, household members and friends); and (c)
      disclose material inside information to anyone, other than those persons who
      need to know such information in order for the Company to properly and
      effectively carry out its business (e.g., to lawyers, advisers and other Company
      employees working on the matter). Of course, where material inside information
      is permitted to be disclosed, the recipient should be advised of its non public
      nature and the limitations on its use. Any questions as to whether information
      is material or non-public should be directed to the Company’s Legal
      Department.




All
      employees, officers and directors must provide full, fair and accurate
      disclosure in all government filings and public communications. Employees are
      not authorized to answer questions from the media, analysts, investors or any
      other members of the public. If you should receive such an inquiry, you should
      notify the respective property’s Chief Operating Officer, General Manager or the
      equivalent thereof of any media inquiries and the Chief Financial Officer of
      any
      financial inquiries.




Inquiries
      about government regulatory interests, lawsuits and labor/employment issues
      should be referred to the Legal Department.




Additional
      guidance regarding insider trading and full disclosure is provided in the
      Company’s Policy on Insider Trading and Communications with the Public (the
“Insider Trading Policy”). Each employee, officer and director has an obligation
      to read and understand the Insider Trading Policy, and certification of this
      Code indicates such understanding.




**EMPLOYMENT
      PRACTICES**




To
      compete successfully, the Company must be a place where talent prevails and
      where people are free to perform to their highest potential.


5


Basing
      employment and advancement on anything other than a person’s ability and
      performance is inexcusable and clearly against the Company’s best interests. As
      has always been the case, we do not discriminate against job applicants or
      employees because of race, religion, color, national origin, gender, age,
      veteran status, handicap or disability. We will also not tolerate any behavior
      which fosters an environment of harassment or “jokes” based on physical or
      cultural differences. We demand the same from our suppliers and
      vendors.




All
      employees, officers and directors share the duty to see that our workplace
      stays
      free of these obstacles to productivity.




**RELATIONSHIPS
      WITH CUSTOMERS AND VENDORS**




*Fair
      Dealing*




Employees,
      officers and directors are expected to deal fairly with the Company’s suppliers,
      customers, competitors and employees. No employee, officer or director should
      take unfair advantage through manipulation, concealment, abuse of privileged
      information, misrepresentation of material facts, or any other unfair-dealing
      practice. We respect the confidentiality and privacy of our suppliers and
      customers. Information about the Company’s suppliers, customers, competitors and
      employees must be used in an ethical manner and in compliance with the law.
      Under no circumstance should information be obtained through theft, illegal
      entry, blackmail, or electronic eavesdropping, or through misrepresenting
      affiliation with the Company or identity. Any confidential or proprietary
      information should not be used if it is suspected that such information has
      been
      obtained improperly.




Similarly,
      each employee, officer and director is expected to respect and protect any
      confidential or proprietary information shared with the Company unless
      disclosure is necessary to comply with statutory requirements, subpoenas, court
      orders or other lawful process or properly authorized government investigations.
      This information should not be released without proper authorization and should
      be used for legitimate business purposes only. Employees and officers should
      not
      divulge any proprietary information about their former employers, nor shall
      any
      employee, officer or director ever ask them to.




Customers
      and potential customers are entitled to receive accurate information regarding
      prices, capabilities, terms and scheduling. The Company strives to produce
      advertisements that are fair, accurate and lawful. False or misleading
      statements to sell or market Company products or services are to be strictly
      avoided. Immediate efforts should be made to correct any misunderstanding that
      may exist with a customer or potential customer.




*Antitrust*




Antitrust
      laws exist to promote competition in order to provide consumers with the best
      combination of price and quality and to promote efficiency. The most frequent
      antitrust violations involve agreements, whether written or oral, between
      competitors that attempt to increase profits by fixing the terms on which they
      will compete or by agreeing not to compete against one another in some way.
      Employees may never discuss or agree with any competition concerning any of
      the
      following:


·
              Prices
 ·
              Elements
                  of price
 ·
              Offers
                  or services available to the public
 ·
              Rules
                  or odds of the games
 ·
              Comping
                  guidelines or other marketing strategies




Antitrust
      is a complex area. If you are uncertain about certain activity, contact your
      supervisor or the Legal Department before taking any action. Every employee,
      officer and director is required to report promptly to the Legal Department
      any
      misconduct of which he or she is aware, either inside or outside of the Company,
      which raises antitrust concerns.




6


**MISCELLANEOUS**




1.
            All
                leases, contracts and agreements must be in writing and approved
                by the
                Chief Operating Officer, General Manager or the equivalent thereof
                of the
                Company prior to completion of formal
                arrangements.




2.
            Employees,
                officers and directors shall only use or borrow Company property
                or assets
                in accordance with procedures established
                therefor.




3.
            Any
                work, invention, innovation, idea, or product of any kind developed
                or
                produced by an employee or officer during or arising out of his/her
                employment or engagement (“Work”) shall be and remain the exclusive
                property of the Company. The foregoing applies whether or not such
                Work
                was conceived or performed during Company hours or on Company equipment.
                Employees must assist the company in obtaining patents, copyrights,
                or
                other legal protection for such Work for the Company’s benefit (although
                same will be the exclusive property of the Company whether or not
                patented
                or copyrighted).




4.
            In
                order to provide the Company with the information necessary to maintain
                its position in the industry, employees and officers have the affirmative
                obligation to notify in writing the Board of Directors, in the event
                of
                any of the following:


·
              He/she
                  is named in a lawsuit as defendant, plaintiff or third-party related
                  to
                  Company business.
 ·
              He/she
                  is arrested, indicted or convicted of any crime or disorderly persons
                  offense, excluding traffic violations.
 ·
              He/she
                  is subpoenaed to testify or produce evidence in any matter related
                  to
                  Company business.
 ·
              He/she
                  is the subject of an investigation or questioned by any law enforcement
                  or
                  regulatory agency related to Company business.
 ·
              He/she
                  is named in a complaint filed by any regulatory
                  agency.




5.
            All
                computer software and similar materials necessary for an employee
                to
                perform his/her duties will be provided by the Company. No employee,
                officer or director shall copy any such software or bring into the
                workplace software or other materials not provided by the
                Company.




6.
            All
                employees shall comply with all policies and procedures of the Company
                and
                shall notify their supervisor of any known non-compliance by the
                Company
                or other employees.




7.
            Only
                the Chief Operating Officer, General Manager or the equivalent thereof,
                or
                above, has the authority to enter into any agreement concerning employment
                of any individual and must do so in
                writing.




**SCOPE**





This
      Code
      is not meant to be, and in no way could be, all-inclusive. If you have a
      question regarding your business conduct, do not hesitate to discuss the
      question either with the person to whom you report, or any vice president of
      the
      Company. Designated personnel will be requested to sign a certification at
      the
      time of their initial hiring and periodically thereafter, affirming a knowledge
      and understanding of this policy on business conduct and stating they have
      fully
      complied with the policy and, to the extent they have a knowledge of any
      violations of the policy, they have reported the same in writing to the Ethics
      Committee.





Allegations
      of Code violations will be reviewed and investigated by the Company’s Board of
      Directors or committee of the Board appointed to serve as the Company’s Ethics
      Committee, or, in appropriate circumstances (the “Ethics Committee”), by the
      Company’s Audit Committee. Violations of this Code may result in, among other
      actions, suspension of work duties, diminution of responsibilities or demotion,
      and termination of employment. Any waivers of this Code may be made only by
      the
      Board of Directors. Any waivers for officers or directors must be promptly
      disclosed as required by applicable law and/or stock exchange
      regulation.


7





**REPORTING
      VIOLATIONS**





Employees,
      officers and directors have a strict obligation to promptly report any known
      or
      suspected conflict or potential conflict of interest or other infraction or
      potential infraction of this Code, whether involving self or others, to the
      Board of Directors or Ethics Committee. (Employees, officers and directors
      may
      report directly to the Chairman of the Board of Directors or use the
      confidential and anonymous reporting system described below. Note that anonymous
      reporting does not satisfy an Officer’s obligation to self-report his or her own
      violations or potential violations.)





Suspected
      policy violations and complaints regarding accounting, internal accounting
      controls or auditing matters may be reported (including confidential and
      anonymous reports) by telephone, email or letter to the Board of Directors
      or
      Ethics Committee. If the recipient concludes that an asserted violation of
      this
      Code involves a Vice President of the Company or above or involves a violation
      or potential violation of the Company’s Code of Ethics for Principal Officers,
      he or she shall immediately report such asserted violations to the Chief
      Executive Officer and Board of Directors.





Reprisals
      for reporting an actual or possible violation of this Code are strictly
      prohibited. The Board of Directors shall take appropriate disciplinary action,
      including, potentially, dismissal of an employee, officer or director who has
      violated this Code and, if called for, refer the matter to regulatory and law
      enforcement officials.




8