**Exhibit
      14.2**




**SEA
      SUN CAPITAL CORPORATION**




**CODE
      OF ETHICS AND BUSINESS CONDUCT**




**1.**
            **Introduction
                and Relationship to Code for Senior Executives**




This
      Code
      of Ethics and Business Conduct (the “Code”) has been adopted by our Board of
      Directors and applies to all Covered Persons. The provisions of this Code shall
      be applied simultaneously with, and not in substitution or replacement of any
      of, the provisions of the Company’s Code of Ethics for Senior Financial
      Executives (the “Code for Senior Executives”).




**2.**
            **Definition
                of Terms Used**




“Business
      Associate” means any supplier of services or materials, customer, consultant,
      professional advisor, lessor of space or goods, tenant, licensor, licensee
      or
      partner of the Company.




“Company”
      means Sea Sun Capital Corporation and, as the context may require, any
      subsidiary of the Company.




“Covered
      Person” means, (i) with respect to this Code, each officer, director and
      employee of the Company and any subsidiary of the Company; and (ii) with respect
      to the Code for Senior Executives, any employee or officer of the Company who
      holds the office of principal executive officer, principal financial officer,
      principal accounting officer, treasurer or controller, or any person performing
      similar functions.




“Family
      Members” means as to a specific Covered Person, his or her Immediate Family
      Members and any company, partnership, limited liability company, trust or other
      entity that is directly or indirectly controlled by that Covered Person or
      by
      any Immediate Family Member of that Covered Person.




“Immediate
      Family Member” includes the spouse (or life partner) and children of a Covered
      Person and any relative (by blood or marriage) of that Covered Person or spouse
      (or life partner) residing in the same household as such Covered Person.




“Compliance
      Person” shall mean, at such time when we shall have an Audit Committee of the
      Board of Directors, the Chairman of that Committee, and until that time,
“Compliance Person” shall mean our Chief Financial Officer.




**3.**
            **Transactions
                with Business Associates**




None
      of
      our Covered Persons or their Family Members may profit, directly or indirectly,
      due to his or her position in, or relationship to, a Covered Person to the
      detriment, or at the expense, of the Company or any Business Associate. No
      Covered Person shall take for his or her own advantage any corporate opportunity
      for profit, which he or she learns about in his or her position with the
      Company.









Covered
      Persons and their Family Members are encouraged to patronize our Business
      Associates. However, no Covered Person or Family Member shall sell to, or
      purchase from, a Business Associate any goods or services except in the ordinary
      course of the Business Associate’s business. No Covered Person or Family Member
      shall borrow money or other property from a person known by the Covered Person
      to be a Business Associate, unless that Business Associate is regularly engaged
      in the business of lending money or such other property, and the loan and the
      terms thereof are in the ordinary course of the Business Associate’s business.




No
      Covered Person shall, directly or indirectly, make any payment or take any
      action with respect to any government official, agent or representative of
      the
      United States, any State or jurisdiction of the United States or of any foreign
      country without the prior consent of the Compliance Person. No Covered Person
      shall make any payment or take any action in violation of the U.S. Foreign
      Corrupt Practices Act.




**4.**
            **Non-Disclosure
                of Information**




No
      Covered Person or Family Member shall discuss with, or inform others about,
      any
      actual or contemplated business transaction by a Business Associate or the
      Company except in the performance of the Covered Person’s employment duties or
      in an official capacity and then only for the benefit of the Business Associate
      or the Company, as appropriate, and in no event for personal gain or for the
      benefit of any other third party.




No
      Covered Person or Family Member shall give any information to any third party
      about any business transaction of the Company or its Business Associates that
      are proposed or in process unless expressly authorized to do so by the
      Compliance Person.




**5.**
            **Preferential
                Treatment and Gifts**




No
      Covered Person shall seek or accept for his or her self or for any Family Member
      any favors, preferential treatment, special benefits, special documents, gifts
      or other consideration as a result of such Covered Person’s association with a
      Business Associate or the Company, except those usual and normal benefits
      directly provided by a Business Associate or the Company. The foregoing,
      however, does not prohibit receipt of gifts of nominal value.




**6.**
            **Conflicts
                of Interest**




A
      Covered
      Person shall maintain a high degree of integrity in the conduct of the Company’s
      business and maintain independent judgment. Each Covered Person must avoid
      any
      activity or personal interest that creates, or appears to create, a conflict
      between his or her interests and the interests of the Company. A conflict of
      interest arises any time such a person has a duty or interest that may conflict,
      directly or indirectly, with the proper and impartial fulfillment of such
      person’s duties, responsibilities or obligations to the Company. Conflicts of
      interest include, by way of example, a person:




·
            making
                an investment that may affect his or her business decisions on behalf
                of
                the Company;




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·
            owning
                a meaningful financial interest in, or being employed by, an organization
                that competes with the Company;




·
            owning
                a meaningful financial interest in, or being employed by, an organization
                that does, or seeks to do, business with the Company;




·
            making
                a material decision on a matter on behalf of the Company where such
                person’s self-interests may reasonably call the appropriateness of the
                decision into question;




·
            being
                employed by or accepting compensation from any other person or entity
                as a
                result of business activity or prospective business activity affecting
                the
                Company.




Any
      officer, director or employee who becomes aware of any Covered Person’s actual
      or potential interest (including one’s own) that is, or may be viewed as, in
      conflict with that of the Company or a Business Associate should promptly
      present all information known to such person regarding the nature of the
      possible conflict to the Compliance Person or, if timely disclosure to the
      Compliance Person is impracticable, to the Company’s outside corporate counsel,
      for appropriate consideration. The Covered Person shall refrain from further
      action until the actual or potential conflict has been consented to in writing
      by the Board of Directors.




No
      Covered Person or Family Member shall personally benefit, directly or
      indirectly, from any Company purchase or sale, or derive any other personal
      gain
      from any other Company activity, except when the transaction has been fully
      disclosed to and approved in writing by the Board of Directors.




No
      Covered Person or Family Member shall have any meaningful personal business
      or
      financial interest in any Business Associate or competitor of the Company,
      without proper consent in writing by the Board of Directors. For these purposes,
      holding 5% or less of the outstanding equity interests of a Business Associate
      or competitor whose equity interests are publicly traded shall not be deemed
      “meaningful.”




No
      Covered Person shall hold any position with (including as a member of the board
      of directors or other governing body) or perform services for a Business
      Associate or a competitor of the Company, without prior consent in writing
      by
      the Board of Directors.




No
      Covered Person shall provide any services to other business enterprises which
      reasonably could be deemed to adversely affect the proper performance of his
      or
      her work for the Company or which might jeopardize the interests of the Company,
      including serving as a director, officer, consultant or advisor of another
      business, without prior consent in writing by the Board of Directors under
      this
      Code.




No
      Covered Person shall direct, or seek to direct, any Company business with any
      business enterprise in which the Covered Person or his or her Family Member
      has
      a meaningful ownership position or serves in a leadership capacity, without
      proper consent in writing by the Board of Directors under this Code.




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**7.**
            **Personal
                Securities Transactions**




Using
      non-public information about the Company to trade in its securities, or
      providing a Family Member, friend or any other person with any non-public
      information about the Company may be determined to be an illegal “tip.” All
      non-public information concerning the Company should be considered inside
      information and should never be used for personal gain or to provide personal
      gain to others. Compliance with the policy set forth in this Section 7 by
      Covered Persons and their Family Members is an integral part of this Code.




**8.**
            **Guarding
                Corporate Assets**




Covered
      Persons have a duty to safeguard Company assets, including its physical premises
      and equipment, records, customer information and Company trademarks, trade
      secrets and other intellectual property. Company assets shall be used for
      Company business only. Without specific authorization, no Covered Person or
      Family Member may take, loan, sell, damage or dispose of Company property or
      use, or allow others to use, Company property for any non-Company purposes.




**9.**
            **Dealing
                Fairly with Investors, Business Associates and Others**




The
      Company has a responsibility to communicate effectively with shareholders so
      that they are provided with full and accurate information, in all material
      respects, about the Company’s financial condition and results of operations. All
      reports and documents filed by the Company with or submitted by it to the
      Securities and Exchange Commission, and all other public communications made
      by
      the Company shall include full, fair, accurate, timely and understandable
      disclosure.




Covered
      Persons must ensure that all Company documents are completed accurately,
      truthfully, in a timely manner and properly authorized.




Financial
      activities and transactions must be recorded in compliance with all applicable
      laws and accounting practices and in accordance with the generally accepted
      accounting principles designated by the Company. The making of false or
      misleading entries, records or documentation is strictly prohibited.




Covered
      Persons may never create a false or misleading report under the Company’s name.
      In addition, no payments or established accounts shall be used for any purpose
      other than as described by their supporting documentation. No undisclosed funds
      or assets may be established.




No
      Covered Person may take any action to defraud, influence, coerce, manipulate
      or
      mislead any other Covered Person or any outside auditor or lawyer for the
      Company for the purpose of rendering the books, records or financial statements
      of the Company incorrect or misleading.




Errors,
      or possible errors or misstatements in the Company’s books and records must be
      brought to the attention of the Compliance Person promptly upon discovery
      thereof. The Compliance Person shall promptly inform the Chief Financial Officer
      of any such error or misstatement.




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All
      Covered Persons are expected to cooperate fully with the Company’s financial
      reporting staff and outside auditors. No Covered Person shall impede or
      interfere with the financial statement audit process.




**10.**
            **Compliance
                with Law**




All
      Covered Persons shall comply with applicable governmental laws, rules and
      regulations. Any Covered Person who becomes aware of a potential breach by
      another Covered Person of such laws, rules or regulations shall bring the matter
      to the attention of the Board of Directors of the Company immediately.




**11.**
            **Document
                Retention**




The
      Company seeks to comply fully with all laws and regulations relating to the
      retention and preservation of records. All Covered Persons shall comply fully
      with the Company’s policies regarding the retention and preservation of records.
      Under no circumstances may Company records be destroyed selectively or
      maintained outside Company premises or designated storage facilities.




If
      the
      existence of a subpoena or impending government investigation becomes known
      to a
      Covered Person, he or she must immediately contact the Compliance Person.
      Covered Persons must retain all records and documents that may be responsive
      to
      a subpoena or pertain to an investigation. Any questions regarding whether
      a
      record or document pertains to an investigation or may be responsive to a
      subpoena should be resolved by the Compliance Person before any disposition
      of
      the record or document is made. Covered Persons shall strictly adhere to the
      directions of the Compliance Person in handling such records or documents.




**12.**
            **Implementation
                of the Code**




While
      each Covered Person is individually responsible for ** compliance
      with this Code and, to the extent applicable to such person, the Code for Senior
      Executives, he or she does not do so in a vacuum. The Company has the following
      resources, people and processes in place to answer questions and guide Covered
      Persons through difficult decisions.




Compliance
      Person Responsibility .
      The
      Compliance Person is responsible for ** overseeing,
      interpreting and monitoring compliance with this Code and the Code for Senior
      Executives. The Compliance Person shall report periodically to the Board of
      Directors regarding all aspects of administering and enforcing this Code and
      the
      Code for Senior Executives.




Reporting
      Violations .
      If a
      Covered Person knows of or suspects a violation of applicable law or
      regulations, this Code, the Code for Senior Executives or any of the Company’s
      other policies, e.g. ,
      the
      Company’s Board of Directors Procedures Regarding Complaints on Accounting
      Matters, he or she must immediately report that information to the Compliance
      Person. No Covered Person who reports any actual or suspected violations in
      good
      faith will be subject to any retaliation whatsoever.




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The
      Compliance Person is: Mr. Gregory N. Heller. He may be contacted in any of
      the
      following manners:




·
            in
                writing by mail addressed to Mr. Heller c/o the Company at 940 Sheldon
                Court, Suite 201, Burlington, Ontario, Canada L7L
                5K6;




·
            in
                writing by e-mail addressed to Mr. Heller at gheller@seasuncapital.com;
                or




·
            orally
                by telephoning Mr. Heller at 250-717-3003 ext
                201.




Investigations
      of Violations .
      Reported violations will be promptly investigated and treated confidentially
      to
      the extent possible. It is imperative that the person reporting the violation
      not conduct a preliminary investigation of his or her own. Investigations of
      alleged violations may involve complex legal issues. Persons who act on their
      own may compromise the integrity of an investigation and adversely affect both
      themselves and the Company.




**13.**
            **Enforcement**




The
      Compliance Person will take such action he or she deems appropriate with respect
      to any Covered Person who violates, or whose Family Member violates, any
      provision of this Code, the Code for Senior Executives or any of the Company’s
      other policies, and will inform the Board of Directors of all material
      violations. Any alleged violation of this Code will be presented promptly to
      the
      Board of Directors for ** its
      consideration and such action as the Board of Directors, in its sole judgment,
      shall deem warranted.




The
      Compliance Person will keep records of all reports created under this Code
      and
      of all action taken under this Code. All such records will be maintained in
      such
      manner and for ** such
      periods as are required under applicable federal and state law, as well as
      the
      Company’s document retention policy.




**14.**
            **Interpretation**




This
      Code
      is not an
      employment contract nor is it intended to be an all inclusive policy statement
      on the part of the Company. The Board of Directors Company reserves the right
      to
      provide the final interpretation of the policies it contains and to revise
      those
      policies as deemed necessary or appropriate.




**15.**
            **Waivers
                and Amendments**




Any
      waivers of the provisions in this Code as it applies to executive officers
      or
      directors, and the Code for Senior Executives, may only be granted by the Board
      of Directors and will be promptly disclosed to the Company’s shareholders. Any
      waivers of this Code, as it applies to other employees may only be granted
      by
      the Chief Executive Officer. Amendments to this Code must be approved by the
      Board of Directors. Any amendment to this Code will be publicly disclosed to
      the
      Company’s shareholders.


**********


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I
      acknowledge that I have read this Code of Ethics and Business Conduct (a copy
      of
      which has been supplied to me and which I will retain for future reference)
      and
      agree to comply in all respects with the terms and provisions hereof I also
      acknowledge that this Code of Ethics and Business Conduct may be modified or
      supplemented from time to time, and I agree to comply with those modifications
      and supplements, as well.




Print
                  NameSignature


Date:
      ___________________




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