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 Disclosure Committee and the Audit committee 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 Chairman of the Board or the CEO and to the Audit Committee
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 Chairman of the Board or the CEO and to the Audit Committee
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.

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 Audit Committee to determiner whether the Audit
Committee has identified any weaknesses or concerns with respect to internal
controls.

12. Confirm that neither the Company's internal auditor nor its 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.

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