Code of Business Conduct and Ethics

STATEMENT OF PURPOSE
This Code of Business Conduct and Ethics (the "Code") applies to all directors, officers and employees or associates of Internet Yellow Page Solutions (the "Company") and its subsidiary companies. It is intended to promote the highest standards of honesty and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full and understandable disclosure in reports and documents and filed with and compliance with applicable governmental rules and regulations; the prompt reporting of violations of the Code to an appropriate person or persons identified in the Code; and accountability for adherence to the Code.

STANDARDS OF HONESTY AND ETHICS
The Company and each of its employees or associates must conduct their affairs in accordance with the highest standards of honesty and integrity. Accordingly, the Company's principal directors and officers will be held to the highest ethical standards and will be expected to conduct themselves in a manner that will serve as a model for all the Company's employees or associates.

CONFLICTS OF INTEREST
Any personal business activity, investment, or association that would place an employee’s or associate’s personal interests in conflict with those of the Company must be strictly avoided. (Recognizing that some conflicts of interest may be matters of degree, or may be unintended or unavoidable, the Audit Committee of the Board of Directors is authorized upon full disclosure of all relevant facts and circumstances, to approve or waive this absolute prohibition in unusual or exceptional circumstances.) All conflicts of interest, or potential conflicts of interest, must be disclosed to the Audit Committee for appropriate review.

COMPLIANCE WITH APPLICABLE GOVERNMENTAL LAWS, RULES AND REGULATIONS
The Company is subject to numerous governmental rules and regulations. All employees or associates are directed to inform themselves of such rules and regulations insofar as they apply to the Company in general and to such employee’s or associate's area of responsibility in particular. Additionally, each such employee or associate must conduct himself or herself and the Company activities he or she is responsible for supervising in a manner that complies with applicable law and results in the Company's compliance with such law. Material noncompliance with applicable law, and related governmental rules and regulations, should be reported to the Audit Committee.

REPORTING NON-COMPLIANCE
If you have knowledge of a violation of this Code, you have an obligation to report it to the Chairman of the Audit Committee in the event that you do not believe that prompt, appropriate and corrective action will otherwise be taken. You may report violations knowing that the Company will not allow retaliation for reporting your concerns in good faith. Retaliation for good faith reporting is itself a violation of this Code.

ACCOUNTABILITY
Failure to abide by this Code will result in appropriate discipline, up to and including dismissal from the Company. Any variations from or exceptions to this Code, or amendment of its terms, will require the review and approval of the Audit Committee and will be granted only as permitted by law and in extraordinary circumstances. Any action deemed by the Audit Committee to be a violation of the Code, or any violation that is waived by the Audit Committee, shall be promptly disclosed to the shareholders of the Company.

Policies Regarding E-mail
Internet Yellow Page Solutions (IYPS) will not produce the content of e-mail, as the Electronic Communications Privacy Act, 18 U.S.C. §2701 et seq., prohibits an electronic communications service provider from producing the contents of electronic communications, even pursuant to subpoena or court order, except in limited circumstances. Internet Yellow Page Solutions e-mail servers do not retain deleted or sent e-mail. However, deleted e-mail may be recoverable from back-up servers for a period of up to thirty (30) days.

Internet Yellow Page Solutions reserves the right to request a copy of the complaint and any supporting documentation that demonstrates how the Internet Yellow Page Solutions e-mail address is related to the pending litigation and the underlying subpoena.

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