Exhibit
14.2   Finance Code of Ethics





Juniper Group, Inc. Finance Code of
Ethics







1           Purpose





To
establish standards that promote:





1.
            Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;





2.
            Full,
      fair, accurate, timely, and understandable disclosure in the Company's
      filings with or submissions to the Securities and Exchange Commission
      (SEC), and in other public communications made by the
    Company;





3.
            Compliance
      with all applicable governmental laws, rules, and
    regulations;





4.
            Prompt
      internal reporting of violations of the code;
  and





5.           Accountability
for adherence to the code







2           Applicability





The
Juniper Group Finance Code of Ethics (the Code) applies to the Company's Chief
Executive Officer (CEO), Chief Financial Officer (CFO), Corporate Controller,
and all of Juniper Group's worldwide finance employees.





Your
responsibility for adherence to this Code of Ethics supersedes any other
responsibility, regardless of reporting structures and geographic location. Even
though a Finance employee may report within a subsidiary or business unit and
their reporting responsibilities are dotted-line to the Finance organization,
their responsibility for adherence to this Code of Ethics supersedes any
solid-line reporting responsibilities.







3           General
Responsibilities





As a
member of the Juniper Group worldwide finance team, you have an obligation to be
honest and ethical in your conduct. You will be expected to follow this Code of
Ethics, as well as the standards set forth in the following Company policies and
procedures from time to time:








Core
Values


Business Conduct
Guidelines





Corporate Policies and Practices,
including, but not limited to:


Insider
Trading


General
Business Conduct Policy


Standards of Business
Conduct


Standards
of Employee Conduct


Finance
and Accounting Policy


Accounting Policies







4           Honest
and Ethical Conduct





You have
a responsibility to be honest and ethical in your conduct. All of your
responsibilities should be performed with the highest sense of integrity.
Integrity accommodates the inadvertent error and the honest difference of
opinion, but it cannot accommodate deceit or subordination of
principle.





Honesty
and integrity require that you ethically handle actual or apparent conflicts of
interest between personal and professional relationships. A conflict of interest
is any situation in which your personal interest is inconsistent with, or
contrary to, the legitimate interests of the Company. In particular, you must
never use or attempt to use your position at the Company to obtain any improper
personal benefit for you, your family, or any other person. Any actual or
apparent conflict of interest should be immediately disclosed to the next level
of financial management and/or to the Corporate Counsel.





Ethical
conduct also requires that you safeguard confidential information from
accidental loss or disclosure to unauthorized parties, unless you are legally
obligated to disclose that information. Any confidential information you obtain
must not be used for personal advantage.





In
assessing whether you are making an ethical decision, you should ask yourself
the following questions:





1.           Is
the action legal?


2.           Does
it comply with our Core Values?


3.           How
will I feel if I do it?


4.           Should
I consult with someone about the decision?


5.           Will
I maintain my integrity as a result of my decision?







5           Full,
Fair, Accurate, Timely, and Understandable Disclosure





You are
responsible for safeguarding company assets, maintaining the Company's internal
and disclosure controls, and maintaining the integrity of financial information
consistent with U.S. generally accepted accounting principles (GAAP), SEC and
international rules and regulations, statutory requirements, and Juniper Group
policies and procedures. You are also responsible for maintaining appropriate
supporting documentation for all financial transactions and reporting
requirements.





You
should exercise due care in the performance of your duties to ensure full, fair,
accurate, timely, and understandable disclosure. This responsibility places a
duty on you to protect against the following:





1.           Recording
of revenue transactions in a period prior to or later than that in which the
Company's requirements for revenue recognition are met.





2.
            Deferring
      or accelerating the recognition of costs and expenses to a period other
      than that which is required by the Company's accounting policies or by
      GAAP.





3.
            Recording
      of transactions not in compliance with GAAP and the Company's accounting
      policies.





4.
            Recording
      of transactions that have no apparent business
  purpose.





5.
            Establishment
      of unauthorized, non-GAAP reserves.





6.
            Misclassification
      of financial statement balances.





7.
            Failure
      to disclose material errors identified for prior
  periods.





8.
            Failure
      to disclose material or unusual, non-recurring
    transactions.





9.
            Any
      instances of fraud, whether or not material, that involves management or
      other employees who have a significant role in Juniper Group's internal
      controls.





You
should inform the Chief Financial Officer of any significant issues related to
the appropriate recording of account balances, transactions, or the preparation
of financial statement disclosures.





When
dealing with auditors, internal or external, you must be honest and candid and
not knowingly misrepresent facts or omit material facts that would make a
statement misleading.





Compliance
with All Applicable Governmental Laws, Rules, and Regulations





You must
comply with all applicable governmental laws, rules, and regulations. This
requirement applies to all federal, foreign, state and local laws.







6           Prompt
Internal Reporting of Violations of the Code





If you
are unsure whether a situation violates any applicable law, rule, regulation, or
Company policy, you should discuss the situation promptly with the General
Counsel or the Chief Financial Officer. Failure to do so is itself a violation
of the Code. The Company will not allow retaliation for reports made in good
faith.





Violations
of or interpretive matters related to the Code should immediately be brought to
the attention of Juniper Group’s full Board of Directors, the Director of
Internal Audit or the Audit Committee.







7           Accountability
for Adherence to the Code





If you
disagree or dispute the recording of account balances, transactions, or the
preparation of financial statement disclosures, you should elevate the issue to
the next level of financial management. If the issue cannot be resolved to your
satisfaction, you should continue to elevate the issue within the finance
organization, up to and including the full Board of Directors or the Audit
Committee of the Board of Directors. Alternatively, you can contact the Director
of Internal Audit, or you can report any accounting or audit concerns
anonymously.





If your
actions violate the Code, you may be subject to disciplinary action by the
Company, including immediate termination. You may also be subject to civil and
criminal penalties.







8           Waivers
of or Amendments to the Code





Any
waivers of or amendments to this Code must be granted by Juniper Group's full
Board of Directors or the Audit Committee. Please contact the General Counsel if
you would like to request a waiver or amendment to this Code.