Exhibit 14.2

SPORT-HALEY, INC.        CODE OF CONDUCT AND ETHICS FOR  DIRECTORS, OFFICERS AND EMPLOYEES



The
Board of Directors (the "Board") of Sport-Haley, Inc. (the "Company") has adopted the following Code of Conduct and Ethics (the "Code") to apply to the Company's directors,
officers and employees. This Code provides guidance to all employees, officers and directors in addition to the Code of Ethics for Senior Financial Officers, which is applicable to senior financial
officers of the Company. This Code is intended to focus directors, officers and employees on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide
mechanisms to report unethical conduct, foster a culture of honesty and accountability, deter wrongdoing and promote fair and accurate disclosure and financial reporting.

All
employees are expected to adhere to the Company's corporate values, policies and procedures, as described in the employee handbook and various memoranda and as amended from time to
time. This Code supplements, but does not supersede, the obligations imposed by the employee policies and procedures

No
code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles. Employees are encouraged to bring
questions about particular circumstances that may involve one or more of the provisions of this Code to the attention of their supervisors. Directors and officers should bring any such questions to
the Chairman of the Audit Committee, who may consult with outside legal counsel as appropriate.



Each
director, officer and employee is expected to adhere to a high standard of ethical conduct. The good name of the Company depends on the way directors, officers and employees conduct
business and the way the public perceives that conduct. Unethical actions, or the appearance of unethical actions, are not acceptable. Directors, officers and employees are expected to be guided by
the following principles in carrying out their responsibilities:



Directors,
officers and employees should promote the accurate and reliable preparation and maintenance of the Company's financial and other records. Diligence in accurately preparing and
maintaining the Company's records allows the Company to fulfill its reporting obligations and to provide stockholders, governmental authorities and the general public with full, fair, accurate, timely
and understandable disclosure. In this regard, directors, officers and employees (where applicable) should: (a) accurately document and account for transactions on the books and records of the
Company; and (b) diligently maintain reports, vouchers, bills, invoices, payroll and service records, business measurement and performance records and other essential data. Senior financial
officers also are responsible for establishing and maintaining adequate disclosure controls and procedures and

1

---



internal
controls and procedures, including procedures designed to promote full, fair, accurate, timely and understandable disclosure in reports filed with the Securities and Exchange Commission and
other public communications. In that regard, senior financial officers should refer also to the Code of Ethics for Senior Financial Officers.



Directors,
officers and employees must avoid any conflicts of interest between themselves and the Company. Any situation that involves, or may involve, a conflict of interest with the
Company, should be disclosed promptly. Employees should bring the conflict of interest to the attention of their supervisor. Directors and officers should bring the conflict of interest to the
attention of the Chairman of the Audit Committee, who may consult with inside or outside legal counsel as appropriate.

A
"conflict of interest" can occur when an individual's personal interest is adverse toor appears to be adverse tothe interests of the Company. Conflicts of
interest also can arise when an individual, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position with the Company. "Immediate family"
includes a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and
sisters-in-law and anyone who shares such person's home.

This
Code does not attempt to describe all possible conflicts of interest that could develop. Some of the more common conflicts from which directors, officers and employees must refrain,
however, are set forth below.



Directors,
officers and employees are prohibited from: (a) taking for themselves personally opportunities related to the Company's business; (b) using the Company's
property, information, or position for personal gain; or (c) competing with the Company for business opportunities.



The
Company has a history of succeeding through honest business competition. We do not seek competitive advantages through illegal or unethical business practices. Each director, officer
and employee should endeavor to deal fairly with the Company's customers, clients, service providers,

2

---



suppliers,
competitors and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, misrepresentation of material facts, or any unfair dealing practice.



Directors,
officers and employees should maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company, its
business, customers or suppliers, that comes to them, from whatever source, except when disclosure is authorized or legally mandated. For purposes of this Code, "confidential information" includes all
non-public information relating to the Company, its business, customers or suppliers.



Directors,
officers and employees shall comply with all governmental laws, rules and regulations applicable to the Company, including insider trading laws. They also must provide all
constituents, including the Securities and Exchange Commission if required, with information that is accurate, complete, objective, relevant, timely and understandable. Transactions in Company
securities are governed by the Company's Stock Trading Window Policy.



Employees
should communicate any actual or suspected violations of this Code promptly to their supervisors. If an employee has concerns regarding accounting or auditing matters, the
employee may submit those concerns to the Audit Committee Chairman, as described in the Employee Complaint Procedures for Accounting and Auditing Matters established and adopted by the Audit
Committee. The Chairman of the Audit Committee may be contacted anonymously by regular mail, or by telephone or email at the following addresses:



Telephone:

(303) 825-1000Fax:

(303) 825-8800Email:

jtenbrook@karshcpa.com


Anonymous
communications will be treated as confidential.

Directors
and officers should communicate any actual or suspected violations of this Code (and any concerns regarding accounting or auditing matters) to the Chairman of the Audit
Committee.

Violations
of this Code will be investigated by the Board of Directors or by a person or persons designated by the Board, and appropriate disciplinary action will be taken in the event
of any violations of the Code, up to and including termination. Directors, officers and employees may not be retaliated against for reporting actual or suspected violations of this Code in good faith.
If a director, officer or employee believes that he or she has been discharged, disciplined or otherwise penalized for reporting a violation in good faith, he or she should immediately report that
belief to the Chairman of the Audit Committee.



Any
waivers of to this Code for directors and officers or amendments of this Code must be approved by the Board.

3

---



QuickLinks