**Exhibit 14.2**

 

**ORANGE 21 INC.**

 

**CODE OF BUSINESS CONDUCT**

 

**Introduction**

 

It is thegeneral policy of Orange 21 Inc. (the “**Company**”) toconduct its business activities and transactions with the highest level ofintegrity and ethical standards and in accordance with all applicable laws.  In carrying out this policy, the Company hasadopted the following Code of Business Conduct (the “**Code**”).

 

This Codecovers a wide range of business practices and procedures.  It does not cover every issue that may arise,but it sets out basic principles to guide all employees, consultants,representatives, officers and directors of the Company (individually, a “**Company Related Person**,” and collectively, the “**Company Related Personnel**”). All Company Related Personnel must comply with this Code and seek toavoid even the appearance of improper behavior. Those who violate the standards in this Code will be subject todisciplinary action.  All employees ofthe Company who serve in a supervisory or managerial capacity are required tocertify to the Company on an annual basis that they have read, understand andagree with the terms of this Code.

 

The Company’sCode of Ethics for Senior Officers, which is intended to supplement this Code,sets forth the fundamental principals and key policies and procedures thatgovern the conduct of the senior officers in our Company.  All senior officers are bound by therequirements and standards set forth in the Code of Ethics for Senior Officers,as well as those set forth in this Code. If you have any questions regarding this Code of Business Conduct, youshould address these questions to our corporate ombudsman, which is the ChiefFinancial Officer of the Company (the “**Ombudsman**”).

 

# **1.**                                      Compliance with Laws, Rules and Regulations

 

The Companycomplies with all applicable laws and regulations in the conduct of itsactivities and expects its Company Related Personnel to do the same.  All Company Related Personnel must respectand obey the laws of the cities, states and countries in which we operate.  Although not all Company Related Personnel areexpected to know the details of these laws, it is important to know enough todetermine when to seek advice from supervisors, managers or other appropriatepersonnel.

 

# **2.**                                      Conflicts of Interest

 

It is the policyof the Company to avoid situations that create an actual or potential conflictbetween a Company Related Person’s personal interests and the interests of theCompany.  A “**conflict ofinterest**” exists when a person’s loyalties or actions are dividedbetween the interests of the Company and those of another, such as a competitor,supplier, customer or personal business. A conflict of interest situation can arise when a Company Related Persontakes actions or has interests that may make it difficult to perform his or herCompany work objectively and effectively. A conflict of interest may also arise when a

 

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Company Related Person, or members of his or her family, receives an improperpersonal benefit as a result of his or her position in, or relationship with,the Company.  Moreover, the appearance ofa conflict of interest alone can adversely affect the Company and its relationswith customers, suppliers and employees. The appearance of a conflict should be avoided.

 

CompanyRelated Personnel are expected to use good judgment, to adhere to high ethicalstandards and to avoid situations that create an actual or potential conflictof interest.  It is almost always a conflictof interest for Company Related Personnel to work simultaneously for acompetitor, customer or supplier.

 

A conflict ofinterest can also arise with respect to employment of relatives and personswith close personal relationships.  If a CompanyRelated Person or someone with whom a Company Related Person has a closerelationship (*e.g.*,**afamily member or close companion) has a financial or employment relationshipwith an actual or potential competitor, supplier or customer, the CompanyRelated Person must disclose this fact in writing to the Ombudsman.

 

All conflictsof interest are prohibited as a matter of Company policy, except under specificguidelines approved by the Company’s Board of Directors (the “**Board**”).  A conflictof interest may not always be clear; therefore, you should consult with higherlevels of management if you have any questions. Any Company Related Person who becomes aware of a conflict or a potentialconflict should bring it to the attention of the Ombudsman.

 

# **3.**                                      Insider Trading

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The Companyhas adopted a policy prohibiting insider trading and tipping.  That policy must be followed by all CompanyRelated Personnel.

 

# **4.**                                      Corporate Opportunities

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Company Related Personnel****areprohibited from taking for themselves personally opportunities that arediscovered through the use of Company property, information or their positionwithout the consent of the Audit Committee of the Board.  No Company Related Personnel may usecorporate property, information or their position for improper personal gain,and no Company Related Personnel maycompete with the Company directly or indirectly while they are engaged or employed by the Company.  Company Related Personnel owe a duty to theCompany to advance its legitimate interests when the opportunity to do soarises.

 

CompanyRelated Personnel shall not engage in any unfair competition with theCompany.  Based on their access to the Company’s trade secrets and otherconfidential information, Company Related Personnel shall not, directly orindirectly, either for himself or herself, or for any other person, company orentity, (i) call on, solicit, take away or attempt to call on any of thecustomers or vendors of the Company on whom he or she called or with whom he orshe became acquainted during his or her employment or engagement with the Company,or (ii) solicit any other Company Related Personnel for a competingbusiness or otherwise induce or attempt to induce such employees or consultantsto terminate their employment or consultancies with the Company or engage in any activity contrary to theCompany’s interests.

 

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# **5.**                                      Competition and Fair Dealing

 

We seek tooutperform our competition fairly and honestly, never through unethical orillegal business practices.  Stealingproprietary information, possessing trade secret information that was obtainedwithout the owner’s consent or inducing such disclosures by past or presentemployees of other companies is prohibited. Company Related Personnel should endeavor to respect the rights of anddeal fairly with the Company’s customers, suppliers, competitors, and employees.  No Company Related Person should take unfairadvantage of anyone through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts or any other intentionalunfair-dealing practice.

 

CompanyRelated Personnel should not engage a competitor in discussions, agreements orunderstandings concerning prices or allocations or territory, customers orsales.  In addition, Company Related Personnelshould avoid discussing with a competitor any other agreements inhibiting freeand open competition or involving tie-in sales or reciprocal transactionswithout prior authorization from the Company’s Board.

 

To maintainthe Company’s valuable reputation, compliance with our quality processes andsafety requirements is essential.  In thecontext of ethics, quality requires that our products and services be designedand manufactured to meet our obligations to our customers. All inspection andtesting documents must be handled in accordance with all applicableregulations.

 

The purpose ofbusiness entertainment and gifts in a commercial setting is to create good willand sound working relationships, not to gain unfair advantage with customers.  No gift or entertainment should ever beoffered, given, provided or accepted by any Company Related Person, familymember of Company Related Personnel or agent unless it: (i) is not a cash gift,(ii) is consistent with customary business practices, (iii) is not excessive invalue, (iv) cannot be construed as a bribe or payoff and (v) does not violateany laws or regulations.  Please discusswith your supervisor any gifts or proposed gifts that you are not certain areappropriate.

 

# **6.**                                      Equal Employment and Working Conditions

 

Each of us hasa fundamental responsibility to show respect and consideration to our teammates.  The diversity of the Company’s RelatedPersonnel is a tremendous asset.  We arefirmly committed to providing equal opportunity in all aspects of employmentand will not tolerate any illegal discrimination or harassment or any kind.  All employment practices and decisions,including those involving recruiting, hiring, transfers, promotions,compensations, benefits, discipline and termination, will be conducted withoutregard to race, creed, color, religion, national origin, sex or age and willcomply with all applicable laws.

 

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# **7.**                                      Health and Safety

 

The Companystrives to provide each Company Related Person with a safe and healthy workenvironment.  All Company RelatedPersonnel have responsibility for maintaining a safe and healthy workplace forall other Company Related Personnel by following safety and health rules andpractices and reporting accidents, injuries and unsafe equipment, practices orconditions.

 

Violence andthreatening behavior are not permitted.  CompanyRelated Personnel should report to work in condition to perform their duties,free from the influence of illegal drugs or alcohol.  The use of illegal drugs in the workplacewill not be tolerated.

 

# **8.**                                      Record Keeping

 

The Companyrequires honest and accurate recording and reporting of information in order tomake responsible business decisions.  Certainemployees regularly use business expense accounts, which must be documented andrecorded accurately.  If you are not surewhether a certain expense is legitimate, ask your supervisor.  Rules and guidelines are available from the AccountingDepartment.

 

All of theCompany’s books, records, accounts and financial statements must be maintainedin reasonable detail, must appropriately reflect the Company’s transactions andmust conform both to applicable legal requirements and to the Company’s systemof internal controls.  All Companybusiness data, records and reports must be prepared truthfully and accurately.

 

Businessrecords and communications often become public, and we should avoidexaggeration, derogatory remarks, guesswork or inappropriate characterizationsof people and companies that can be misunderstood.  This applies equally to e-mail, internal memosand formal reports.  Records shouldalways be retained or destroyed according to the Company’s record retentionpolicies.

 

# **9.**                                      Confidentiality

 

Persons whocome into possession of Company information must safeguard the information fromthe public and not intentionally or inadvertently communicate it to any person(including family members and friends) unless the person has a need to know theinformation for legitimate, Company-related reasons.  This duty of confidentiality is importantboth as to the Company’s competitive position and with respect to thesecurities laws applicable to the Company as a public company.

 

Consistentwith the foregoing, all Company personnel should be discrete with respect to confidentialinformation about the Company and not discuss it in public places.

 

Confidentialinformation related to the Company can include a variety of materials andinformation regarding the ongoing operations and plans of the Company.  For example, confidential information caninclude product development designs, patents, trademarks, copyrights, designand manufacturing processes, programming techniques and algorithms, sourcecode, information regarding the financial health of the Company, salary andpersonnel

 

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information and marketing and sales plans.  Confidential information must be held in thestrictest confidence, and such confidential information cannot be disclosed byany Company Related Person to any third party unless the third party has signeda nondisclosure agreement approved by the Company’s management.  Such information should be divulged only topersons having a need to know it in order to carry out their jobresponsibilities.  To avoid even theappearance of impropriety, Company personnel should refrain from providingadvice or making recommendations regarding the purchase or sale of the Company’ssecurities.

 

# **10.**                               Protection and Proper Use of Company Assets

 

No secret orunrecorded fund of Company assets or cash shall be established or maintainedfor any purpose.  Anyone spending orobligating Company funds should be certain that the transaction is properly andappropriately documented and that the Company receives appropriate value inreturn.

 

All CompanyRelated Personnel should endeavor to protect the Company’s assets and ensure theirefficient use.  Theft, carelessness andwaste have a direct impact on the Company’s profitability.  Any suspected incident of fraud or theftshould be immediately reported to the Ombudsman for investigation.  Company equipment should not be used fornon-Company business, though incidental personal use may be permitted.

 

# **11.**                               Payments to Government Personnel

 

The Companyencourages its personnel to participate in political activities on their owntime and at their own expense.  Federallaw and many state and local laws prohibit corporate contributions to politicalparties or candidates.  Company assets,facilities and resources may not be used for political purposes except inaccordance with the law and after approval by the Board.

 

The United StatesForeign Corrupt Practices Act prohibits giving anything of value, directly orindirectly, to officials of foreign governments or foreign political candidatesin order to obtain or retain business.  Itis strictly prohibited to make illegal payments to government officials of any country.

 

In addition,the United States government has a number of laws and regulations regardingbusiness gratuities which may be accepted by U.S. government personnel.  The promise, offer or delivery to an officialor employee of the U.S. government of a gift, favor, or other gratuity inviolation of these rules would not only violate Company policy but could alsobe a criminal offense.  State and localgovernments, as well as foreign governments, may have similar rules.

 

# **12.**                               Waivers of the Code of Business Conduct

 

Any waiver ofthis Code for executive officers or directors may be made only by the Board, ora Board committee responsible for corporate governance, and will be promptlydisclosed as required by law or regulation.

 

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# **13.**                               Reporting any Illegal or Unethical Behavior

 

Company Related Personnel are responsible for being aware of the corporatepolicies applicable to their activities and to comply with them fully.  Company Related Personnel also have a duty toreport to the Ombudsman any apparent misconduct.  Company Related Personnel who know or havegood reason to believe that other Company Related Personnel are engaged inconduct violating this policy should report this to the Ombudsman.  No supervisor shall retaliate against any CompanyRelated Person, either directly or indirectly, who in good faith and inaccordance with Company policy and procedure, reports an act of apparentmisconduct.  Company Related Personnelare expected to cooperate fully with the Company and any governmental or otherauthority in any investigation of alleged violation.  Failure of any Company Related Person to complywith such policies will result in disciplinary action up to and includingtermination.

 

# **14.**                               Compliance Procedures

 

We must allwork to ensure prompt and consistent action against violations of this Code.  However, in some situations, it is difficult toknow right from wrong.  Since we cannotanticipate every situation that will arise, it is important that we have a wayto approach a new question or problem.  Theseare the steps to keep in mind:

 

•                  Makesure you have all the facts.  Inorder to reach the right solutions, we must be as fully informed as possible.

 

•                  Askyourself: What specifically am I being asked to do?  Does it seem unethical or improper? Thiswill enable you to focus on the specific question you are faced with, and thealternatives you have.  Use your judgmentand common sense; if something seems unethical or improper, it probably is.

 

•                  Clarifyyour responsibility and role.  Inmost situations, there is shared responsibility.  Are your colleagues informed?  It may help to get others involved and discussthe problem.

 

•                  Discussthe problem with your supervisor.  Thisis the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about thequestion and will appreciate being brought into the decision-making process.  Remember that it is your supervisor’sresponsibility to help solve problems.

 

•                  Seekhelp from Company resources.  In therare case where it may not be appropriate to discuss an issue with yoursupervisor, or where you do not feel comfortable approaching your supervisorwith your question, you may also call the Ombudsman.

 

•                  Youmay report ethical violations in confidence and without fear of retaliation.  If your situation requires that your identitybe kept secret, your anonymity will be protected.  The Company does not permit retaliation ofany kind against Company Related Personnel for good faith reports of ethicalviolations.

 

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•                  Alwaysask first, act later.  If you areunsure of what to do in any situation, seek guidance before you act.

 

# **15.**                               Disclosures and Controls

 

All CompanyRelated Personnel are responsible for full, fair, accurate, timely andunderstandable disclosure in reports and documents that the Company files with,or submits to, the U.S. Securities and Exchange Commission and in other publiccommunications made by the Company.  Accordingly,it is the responsibility of Company Related Personnel to bring promptly, orcause to be brought, to the attention of the Ombudsman, any materialinformation of which he or she may become aware that affects the disclosuresmade by the Company in its public filings, submissions or communications orotherwise assist such persons in fulfilling their and the Company’sresponsibilities with respect to such public filings, submissions orcommunications.

 

All CompanyRelated Personnel shall promptly bring, or cause to be brought, to theattention of the Ombudsman, any information he or she may have concerning (a)significant deficiencies and material weaknesses in the design or operation of theCompany’s internal control over financial reporting which are reasonably likelyto adversely affect the Company’s ability to record, process, summarize, andreport financial information or (b) any fraud, whether or not material, thatinvolves management or other Company Related Personnel who have a significantrole in the Company’s internal control over financial reporting.

 

**16.****                              ****Accountability forAdherence to this Code of Business Conduct**

 

The Boardshall determine, or designate appropriate persons to determine, appropriateactions to be taken in the event of violations of this Code of Business Conduct.  Such actions shall be reasonably designed todeter wrongdoing and to promote accountability for adherence to this Code ofBusiness Conduct, and shall include written notices to the individual involvedthat the Board or its designee has determined that there has been a violation,and may include censure by the Board or its designee, demotion or re-assignmentof the individual involved, suspension with or without pay benefits (asdetermined by the Board or its designee) and termination of the individual’semployment or other service, or actions to remove the individual as a director.  In determining what action is appropriate ina particular case, the Board or such designee shall take into account allrelevant information, including the nature and severity of the violation,whether the violation was a single occurrence or repeated occurrences, whetherthe violation appears to have been intentional or inadvertent, whether theindividual in question had been advised prior to the violation as to the propercourse of action and whether or not the individual in question had committedother violations in the past.

 

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