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EXHIBIT 14.2





MULTI-MEDIA TUTORIAL SERVICES, INC.
CODE OF BUSINESS CONDUCT

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                            CODE OF BUSINESS CONDUCT
                                       OF
                       MULTI-MEDIA TUTORIAL SERVICES, INC.

INTRODUCTION

Multi-Media Tutorial Services, 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.

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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;

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      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
            fiancee, 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.

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.

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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.

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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.

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.

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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.    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.

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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.

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.

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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:

      o     Prices
      o     Elements of price
      o     Offers or services available to the public
      o     Rules or odds of the games
      o     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.

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.

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      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:

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

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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.

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.

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