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Exhibit 14.2

Banyan Corporation
  Finance Code of Ethics

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                                                                                                                                                                                         

Applicability

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

General Responsibilities

As a member of the Banyan 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:

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Insider Trading 
  General Business Conduct Policy
  Standards of Business Conduct 
  Standards of Employee Conduct 
  Finance and Accounting Policy 
  Accounting Policies

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?

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 Banyan 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,

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timely, and understandable disclosure. This responsibility
  places a duty on you to protect against the following:

|• | Recording of revenue transactions in a period prior
        to or later than that in which the Company's requirements for revenue
        recognition are met.                
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                               
|• | 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.
|  |                                                                                                                                                                               
|• | Recording of transactions not in compliance with
        GAAP and the Company's accounting policies.                                                                          
|  |                                                                                                                                                                               
|• | Recording of transactions that have no apparent business
        purpose.                                                                                                     
|  |                                                                                                                                                                               
|• | Establishment of unauthorized, non-GAAP reserves.                                                                                                                             
|  |                                                                                                                                                                               
|• | Misclassification of financial statement balances.                                                                                                                            
|  |                                                                                                                                                                               
|• | Failure to disclose material errors identified for
        prior periods.                                                                                                     
|  |                                                                                                                                                                               
|• | Failure to disclose material or unusual, non-recurring
        transactions.                                                                                                  
|  |                                                                                                                                                                               
|  | Any instances of fraud, whether or not material,
        that involves management or other employees who have a significant role
        in Banyan's internal controls.       

You should inform the Corporate Controller 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.

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 Banyans full Board of Directors, the Director of Internal Audit or the Audit

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Committee.

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.

Waivers of or Amendments to the Code

Any waivers of or amendments to this Code must be granted
  by Banyan'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.

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