**EXHIBIT 14.2**

**THE INVENTURE GROUP, INC.**

**FINANCIALCODE OF ETHICS**

**Introduction:**

The Inventure Group, Inc. (“The Inventure Group” orthe “Company”) values its reputation for integrity and adherence to the highestethical standards by all of its Associates. In particular, The Inventure Groupis committed to ethical conduct in the practice of financial management. As apublic company, it is of critical importance that our filings with theSecurities and Exchange Commission be accurate and timely.  The Inventure Group, Inc. expects its ChiefExecutive Officer (principal executive officer), Chief Financial Officer(principal financial officer and principal accounting officer), our LeadershipTeam members and Finance Managers (collectively referred to herein as “FinancialLeaders”) to take this responsibility very seriously.

Financial Leaders bear a special responsibility forpromoting integrity throughout the organization, with responsibilities toothers, both internal and external to the Company, to ensure that thoseinterests are appropriately balanced, protected and preserved. This FinancialCode of Ethics provides principles to which the Financial Leaders are expectedto adhere and to advocate, in addition to the Company’s Code of BusinessConduct and Ethics for all officers, directors and Associates and all otherCompany business conduct standards, policies and guidelines that may be issuedfrom time to time.

**Financial Code of Ethics:**

By accepting this Financial Code of Ethics, eachFinancial Leader agrees that she or he will:

1)              Actwith honesty and integrity, avoiding actual or apparent conflicts of interestin personal and professional relationships.

2)            Provide informationthat is accurate, complete, objective, fair, relevant, timely andunderstandable, including the Company’s filings with and other submissions tothe U.S. Securities and Exchange Commission.

3)            Comply with rules andregulations of federal, state, and local governments, and other appropriateprivate and public regulatory agencies.

4)            Act in good faith,responsibly, with due care, competence and diligence, without misrepresentingmaterial facts or allowing one’s independent judgment to be subordinated.

5)              Respect theconfidentiality of information acquired in the course of one’s work, except whenauthorized or otherwise legally obligated to disclose to a third party.Confidential information acquired in the course of one’s work will not be usedfor personal advantage nor disclosed to a third party without authorization.

6)     Shareknowledge and maintain important and relevant skills.

7)              Proactively promoteand be an example of ethical behavior as a responsible partner among peers, inthe work environment and the community.

8)              Achieve responsibleuse, control and stewardship over all The Inventure Group’s assets, accountingbooks and records, as well as resources employed or entrusted to us.

9)              Promptly report anyconduct that the individual believes to be a violation of law or businessethics or of any provision of this Code in accordance with the ReportingProcedures described below.

10)        Not unduly or fraudulentlyinfluence, coerce, manipulate, or mislead any authorized audit or interferewith any auditor engaged in the performance of an internal or independent auditof the Company’s financial statements or accounting books and records.

**Disciplinary Measures:**

Violations, or suspected violations, of this FinancialCode of Ethics shall be promptly reported to the Audit Committee of the Boardof Directors. The Committee shall determine whether violations have occurredand, if so, shall determine the appropriate 

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disciplinary measures. These disciplinary measures mayinclude, but are not limited to counseling, oral or written reprimands,warnings, suspension without pay, reductions in salary or termination ofemployment.

Associates subject to discipline include the violatorand others involved in the wrongdoing such as (a) Associates who fail to reporta violation, (b) Associates who fail to use reasonable care to detect aviolation, (c) Associates who if requested to divulge information withholdmaterial information regarding a violation, and (d) supervisors who knowinglyapprove or condone the violations or attempt to retaliate against Associatesfor reporting violations or violators.

**Reporting Procedures:**

If you are aware of any suspected or known violationsof this Financial Code of Ethics, you have a duty to promptly report suchconcerns either to your manager, another member of management, a HumanResources representative, or to the Audit Committee. If you have a concernabout a suspected or known violation and wish to submit the concernconfidentially or anonymously, you may do so by calling the 24-hour ConductHotline at 1-866-384-4277 (English and Spanish operators available) or bylogging on to www.ethicspoint.com.

The Inventure Group will handle all inquiriesdiscretely and make every effort to maintain, within the limits allowed by law,the confidentiality of anyone reporting suspected or known violations.

It is The Inventure Group’s intention that thisFinancial Code of Ethics be its written code of ethics under Section 406 of theSarbanes-Oxley Act of 2002 complying with the standards set forth in Securitiesand Exchange Commission Regulation S-K Item 406. Any waiver of or amendment tothis Code applicable to the Company’s principal executive officer, principalfinancial officer, principal accounting officer or controller, or any personperforming similar functions will be approved by the Company’s Board ofDirectors and promptly disclosed by posting such waiver or amendment, and thereasons for such waiver or amendment, on the Company’s website atwww.poorebrothers.com.

 

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