Exhibit
14.2



CODE
OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER

AND
SENIOR FINANCIAL OFFICERS



This Code of Ethics applies only to the
Chief Executive Officer (CEO), Chief Financial Officer and Chief Accounting
Officer or Controller (Senior Financial Officers). Because the equity shares
of the Company will be or are publicly traded, and to ensure full, fair, timely
and understandable disclosure in the Companys periodic reports filed with the
Securities and Exchange Commission (SEC), the CEO and Senior Financial
Officers are held to an especially high set of ethical standards, which are in
addition to any other Code of Business Conduct and Ethics the Company may adopt
for its employees. These standards are described below:



1. The CEO and Senior Financial Officers
are responsible for full, fair, accurate, timely and understandable disclosure
in the periodic reports, which are required to be filed by the Company with the
SEC. Accordingly, it is the responsibility of the CEO and each Senior Financial
Officer promptly to bring to the attention of the Disclosure Committee any
material information of which he or she may become aware that affects the
disclosures made by the company in its public filings or otherwise assist the
Disclosure Committee in fulfilling its responsibilities.



2. The CEO and each Senior Financial
Officer shall promptly bring to the attention of the Board of Directors any
information he or she may have concerning (a) significant deficiencies in the
design or operation of internal controls which could adversely affect the
Companys ability to record, process, summarize and report financial data or (b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the Companys financial reporting, disclosures or
internal controls.



3. The CEO and each Senior Financial
Officer shall promptly bring to the attention of the Board of Directors any
information he or she may have concerning any violation of the Companys Code of
Business Conduct and Ethics, including any actual or apparent conflicts of
interest between personal and professional relationships, involving any
management or other employees who have a significant role in the companys
financial reporting, disclosures or internal controls.



4. The CEO and each Senior Financial
Officer shall promptly bring to the attention of the Board of Directors any
information he or she may have concerning evidence of a material violation of
the securities or other laws, rules or regulations applicable to the Company and
the operation of its business, by the Company or any agent thereof, or of
violation of the Code of Business Conduct and Ethics or of these additional
procedures.



5. The Board of Directors shall determine,
or designate appropriate persons to determine, appropriate actions to be taken
in the event of violations of the Code of Business Conduct and Ethics or of
these additional procedures by the CEO and the Companys Senior Financial
Officers. Such actions shall be reasonably designed to deter wrongdoing and to
promote accountability for adherence to the Code of Business Conduct and Ethics
and to these additional procedures, and shall include written notices to the
individual involved that the Board has determined that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay or benefits (as determined by the
Board) and termination of the individuals employment. In determining what
action is appropriate in a particular case, the Board of Directors or such
designee shall take into account all relevant information, including the nature
and severity of the violation, whether the violation was a single occurrence or
repeated occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.



6. The CEO and each Senior Financial
Officer shall carefully review a draft of each periodic report for accuracy and
completeness before it is filed with the SEC.



7. Establish appropriate systems and
procedures to ensure that business transactions are recorded on the Companys
books in accordance with Generally Accepted Accounting Principles, established
company policy, and appropriate regulatory pronouncements and guidelines.

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8. Establish
appropriate policies and procedures for the protection and retention of
accounting records and information as required by applicable law, regulation, or
regulatory guidelines.



9. Establish and administer disclosure and
financial accounting controls and procedures that are appropriate to ensure the
integrity of the financial reporting process and the availability of timely,
relevant information for the safe, sound and profitable operation of the Company
and to ensure that material information is included in each periodic report
during the period in which the periodic report is being prepared.



10. Meeting with members of senior
management, division heads, accounting staff and others involved in the
disclosure process to discuss their comments on the draft periodic reports.



11. Consult with the Board of Directors to
determiner whether the CEO or Senior Financial Officers has identified any
weaknesses or concerns with respect to internal controls.



12. Confirm that the Companys independent
auditors are aware of any material misstatements or omissions in the draft
periodic reports, or have any concerns about the managements discussion and
analysis section of the periodic reports.