**Exhibit
      14.2**




**Ariel
      Way, Inc. Code of Business Conduct**




**Introduction**




Our
      reputation for integrity and fair dealing is essential to our continued
      success.




While
      no
      written policy can replace thoughtful behavior, please read this statement
      carefully--it is intended to help you focus on areas of ethical risk and provide
      guidance on key topics.




**Compliance
      with Laws, Rules, and Regulations**




We
      comply
      with all laws of the places where we do business. Ariel Way is a global company,
      subject to many legal systems. Our employees doing business internationally
      must
      comply with all applicable laws and regulations and uphold the standards
      provided in this Code of Business Conduct, regardless of what others may or
      may
      not do.




**Conflict
      of Interests and Confidential Information**




We
      need
      to avoid situations where our personal interests interfere with the Company's
      interests. We also need to protect confidential information.




·
            **No
                Insider Trading:**We
                do not trade in Company stock on the basis of material, non-public
                information concerning the Company, nor do we "tip" others who could
                reasonably be expected to trade in Company securities. Confidential
                information should not be shared with others, even with other employees
                unless of course they have a reasonable business reason for knowing
                it.
                ("Material" information is generally regarded as information that
                a
                reasonable investor would think is important in deciding whether
                to buy,
                hold or sell a security. In short, it is any information that could
                reasonably affect the price of the security; "non-public" means
                information not available to the investing community or the public
                at
                large.)


·
            **Confidentiality
                Generally:**Our people should maintain the confidentiality of information entrusted
                to
                them by the Company or its clients, except when disclosure is authorized
                or legally mandated. Confidential information includes proprietary
                information such as our plans, forecasts and employee information,
                as well
                as any other non-public information that might be of use to competitors
                or
                harmful to us or our clients if disclosed. It also includes information
                that others have entrusted to us on a confidential basis. Our obligations
                not to disclose confidential information continue even after employment
                ends.


·
            **Corporate
                Opportunities:**We
                owe a duty to advance our employer's legitimate interests. We do
                not
                personally take investment or other corporate opportunities that
                become
                available to us, or family members, as a result of employment. The
                test
                for this is simple--don't take anything offered to you, including
                any loan
                or other financial benefit, on terms that would not be made available
                to
                you if you were not an employee of our company. This does not, of
                course,
                prohibit customary business entertainment and non-cash gifts meant
                to
                create goodwill and sound working relationships consistent with customary
                business practice. We expect each employee to exercise good judgment
                and
                discretion in giving or accepting any gift.


·
            **Competition
                and Fair Dealing:**Many of us have signed agreements that subject us to non-competition
                restrictions, or prohibitions against soliciting customers or employees,
                any or all of which may apply even after termination of employment.
                As a
                matter of policy, we must vigorously enforce these kinds of limitations,
                whether they arise under employment agreements, stock award agreements,
                acquisition agreements or otherwise. We also must outperform our
                competitors through our innovation, execution and hard work, not
                unethical
                or illegal business practices. Examples include theft of competitively
                sensitive information, giving or receiving inappropriate gifts or
                other
                improper inducements that are not consistent with customary business
                practice. We do not take unfair advantage of anyone through manipulation,
                concealment, misrepresentation of material facts or any other unfair
                practice.




**Discrimination
      and Harassment**




We
      are a
      global equal opportunity employer and, except in the rare case in which a bona
      fide occupational qualification applies, do not discriminate against employees
      or job applicants on the basis of race, religion, sex, national origin, age,
      handicap, pregnancy or any similar status or condition. We recognize that we
      have employees from various countries around the world with various cultural
      ethical backgrounds, but we also recognize that all employees, regardless of
      these various backgrounds, still must adhere to these express principles and
      rules against discrimination and harassment.









Furthermore,
      sexual harassment of any kind is expressly prohibited. We define sexual
      harassment as unwelcome sexual advances, requests for sexual favors and/or
      other
      verbal, visual or physical conduct of a sexual nature when:




·
            Submission
                to such conduct is explicitly or implicitly made a condition of an
                individual’s employment or advancement;


·
            The
                response to such conduct is used as a basis for employment decisions;
                or


·
            The
                conduct has the purpose or effect of unreasonably interfering with
                an
                individual’s work performance or creating an intimidating, hostile or
                offensive working environment.




**Health
      and Safety**




We
      strive
      to provide a safe and healthy work environment by following safety and health
      rules and practices and promptly reporting accidents, injuries and unsafe
      equipment, practices or conditions to a supervisor or senior manager. We report
      to work in condition to perform our duties at our best.




**Accounting
      and Recordkeeping**




We
      require honest and accurate recording and reporting of information in order
      to
      make responsible business decisions and accurately calculate our financial
      results. We document and record our business expenses accurately. Unrecorded
      or
      "off the books" funds or other assets, charges or obligations are strictly
      prohibited, as are special billing or payment procedures that suggest evasion
      of
      tax or other requirements by the other party to them.




**Protection
      and Proper Use of Assets**




Theft,
      carelessness or waste of Company assets have a direct impact on our
      profitability. All Company assets should only be used for legitimate business
      purposes.




**Political
      Activities**




Our
      employees are encouraged to exercise their right to participate in political
      activities. This decision to become involved in political activities is entirely
      personal and voluntary. Therefore, Company funds generally should not be used
      for contributions to any political party or candidate. However, we recognize
      our
      right and responsibility to lobby on behalf of issues that affect our company
      and business operations, but only in full compliance with the laws and
      regulations governing these activities.




**Implementation
      and Enforcement**




Acts
      that
      violate these policies will be considered outside the scope of employment and
      may result in disciplinary action and legal sanctions being taken against you,
      including where appropriate the immediate termination of
      employment.




If
      you
      have any doubts about whether you or anyone else is adhering to these
      principles, you should feel free to discuss the matter with your supervisor,
      the
      financial manager for your unit or Ariel Way's compliance office. If you feel
      uncomfortable in doing that or just want to remain anonymous, you can use the
      mechanism we have developed for confidentially reporting possible violations
      of
      this policy or other improper behavior.




All
      reports of possible violations about which management becomes aware will be
      promptly considered. We will not punish any employee or representative for
      making any report in good faith.




**Waivers**




Under
      applicable requirements, only our Board of Directors or the Governance Committee
      of our Board is permitted to waive a provision of these policies for our
      executive officers or directors, and we cannot foresee circumstances in which
      any waiver would be granted. Waivers for any other employee may be made only
      by
      an appropriate Company officer or business unit head, and then only under
      special circumstances.









**Conclusion**




No
      set of
      specific rules can anticipate or capture every possible instance in which an
      ethical issue may arise. Instead, all of us must be guided by the overarching
      principle that we are committed to fair and honest conduct and use our judgment
      and common sense whenever confronted with an ethical issue.




Our
      reputation depends, to a very large measure, on you taking personal
      responsibility for maintaining and adhering to the policies and guidelines
      set
      forth here. Your continued cooperation in this regard is
      appreciated.




**Internal
      Control**





Ariel
      Way
      employees are required to comply with our Code of Business Conduct. In addition,
      employees are encouraged to report any suspected violation of Ariel Way policy
      (including violations of accounting or auditing policies) or laws governing
      our
      business by Ariel Way employees.





If
      you
      have any doubts about whether any employee is adhering to these principles,
      you
      should feel free to discuss the matter with your supervisor, the financial
      manager for your unit or Ariel Way's Corporate Legal Counsel.





Employees
      will not be disciplined or suffer retaliation for reporting suspected violations
      honestly and in good faith. You will not be required to identify yourself if
      you
      prefer not to. All reports will be confidential except as necessary to conduct
      investigations.