**FREQUENTLY
      ASKED QUESTIONS**





**GENERAL
      INFORMATION**





The
      attached Code of Business Conduct and Ethics has been adopted by the Board
      of
      Directors of Immediatek, Inc. to protect our company’s reputation for honesty
      and integrity and to promote compliance with laws, rules and regulations. The
      following questions and answers provide important information regarding the
      code
      and your obligations under it. These questions and answers are not intended
      to
      address all aspects of the code or your obligations, and do not limit or modify
      your responsibilities under the code.





*Who
      is covered by the code?*





If
      you
      are a director, officer or employee of Immediatek, Inc. or any of its
      subsidiaries, you are subject to this code. At least annually, you will be
      required to sign a statement certifying that, among other things, you have
      read
      and understand the code and agree to comply with it.





*What
      do I need to do to be sure that I comply with the code?*





Read
      the
      code carefully and consider how it may impact what you do. You are encouraged
      to
      make a list of questions that you have about the code and your responsibilities
      under it. Our Chief Executive Officer or another person will hold an information
      session for employees to explain the code and its application to you. That
      session will provide you with an opportunity to raise any questions that you
      may
      have.





*What
      if I’m not sure what is required under the law?*





The
      code
      requires you to comply with all applicable laws, rules and regulations. If
      you
      have any questions regarding the applicability of, or the conduct required
      to
      comply with, any law, rule or regulation, you should seek advice from our Chief
      Executive Officer.





*What
      is a “conflict of interest”?*





A
      “conflict of interest” exists when your personal or private interest interferes
      in any way with the interests of the company or your ability to perform your
      work objectively and effectively.





*What
      if I’m not sure of my obligations in a particular situation?*





You
      are
      encouraged to talk to your supervisors, managers or other appropriate personnel
      when you are in doubt about the best course of action in a particular
      circumstance. Our Chief Executive Officer is authorized to determine whether
      a
      particular circumstance involving an employee would violate the
      code.





*If
      I
      know of, or suspect, a violation of the code, whom should I
      tell?*





You
      should put it in writing and send it to the Chief Executive Officer. If the
      violation involves that person, you should send it to Darin Divinia, as a member
      of the Board of Directors, or to the company’s principal outside legal counsel.
      Contact information for each of these individuals appears at the end of the
      code, except for the company’s principal outside legal counsel, which is
      available upon request from either of the Chief Executive Officer, the Secretary
      or Mr. Divinia.





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*What
      if my supervisor tells me to do something that would violate the
      code?*





Don’t
      do
      it, and report it. No person has the right to order, or even ask, you to violate
      the code or the law. If anyone does, THEY are violating the code.





*Can
      I
      get in trouble for reporting a violation of the code by someone
      else?*





No.
      You
      may report a violation, or suspected violation, anonymously. Even if you
      identify yourself in the report, it is the policy of our company not to allow
      actual or threatened retaliation, harassment or discrimination due to reports
      of
      misconduct by others that are made in good faith by employees.





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**IMMEDIATEK,
      INC.**





**CODE
      OF BUSINESS CONDUCT AND ETHICS**





**Introduction**





Our
      company’s reputation for honesty and integrity is the sum of the personal
      reputations of our directors, officers and employees. To protect this reputation
      and to promote compliance with laws, rules and regulations, this Code of
      Business Conduct and Ethics has been adopted by our Board of
      Directors.





This
      Code
      sets out the basic standards of ethics and conduct to which all of our
      directors, officers and employees are held. These standards are designed to
      deter wrongdoing and to promote honest and ethical conduct, but will not cover
      all situations. If you have any doubts whatsoever as to the propriety of a
      particular situation, you should submit it in writing to our Chief Executive
      Officer. If your concern relates to that individual, you should submit your
      concern, in writing, to Darin Divinia, a member of our Board of Directors,
      or
      our principal outside legal counsel. The mailing and e-mail addresses, as well
      as the telephone and facsimile numbers, of each of these persons is set forth
      at
      the end of this Code, except for our principal outside legal counsel, which
      is
      available upon request from either of the Chief Executive Officer, the Secretary
      or Mr. Divinia.





Those
      who
      violate the standards set out in this Code will be subject to disciplinary
      action.





**1.**  **Scope.**





If
      you
      are a director, officer or employee of Immediatek, Inc. or any of its
      subsidiaries, you are subject to this Code.





**2.**  **Honest
      and Ethical Conduct.**





We,
      as a
      company, require honest and ethical conduct from all persons subject to this
      Code. Each of you has a responsibility to all other directors, officers and
      employees of our company, and to our company itself, to act in good faith,
      responsibly, with due care, competence and diligence, without misrepresenting
      material facts or allowing your independent judgment to be subordinated and
      otherwise to conduct yourself in a manner that meets with the highest ethical
      and legal standards. Our reputation, as a company, depends upon the ethical
      and
      legal conduct of all of our directors, officers and employees.





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





You
      are
      required to comply with all applicable governmental laws, rules and regulations.
      Obeying the law, both in letter and in spirit, is the foundation on which our
      company’s ethical standards are built. Although you are not expected to know the
      details of all the applicable laws, rules and regulations, it is expected that
      if you have any questions regarding the applicability of, or the conduct
      required to comply with, any law, rule or regulation you will seek advice from
      our Chief Executive Officer or principal outside legal counsel.





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**4.**  **Conflicts
      of Interest.**





You
      must
      handle in an ethical manner any actual or apparent conflict of interest between
      your personal and business relationships. Conflicts of interest are prohibited
      as a matter of policy. A “conflict of interest” exists when a person’s private
      interest interferes in any way with the interests of our company, as a whole.
      For example, a conflict situation arises if you take actions or have interests
      that interfere with your ability to perform your work for our company
      objectively and effectively. Conflicts of interest also will arise if you,
      or a
      member of your family, receive an improper personal benefit as a result of
      your
      position with our company. Loans to, or guarantees of the obligations of, you
      or
      your family members by our company or by persons doing business with our company
      are of special concern to us and must be disclosed, in writing, to the company’s
      Chief Executive Officer.





If
      you
      become aware of any material transaction or relationship that reasonably could
      be expected to give rise to a conflict of interest, you should report it to
      our
      company’s Chief Executive Officer.





Conflicts
      of interest may not always be clear-cut, so if you have a question regarding
      a
      situation that may give rise to a conflict of interest, you should consult
      with
      our company’s Chief Executive Officer. Certain kinds of transactions or
      relationships may raise issues of conflict of interest, but are not necessarily
      improper or adverse to our company’s best interests. The following standards
      apply to certain common situations where potential conflicts of interest may
      arise:





**A.**  **Gifts
      and Entertainment.**





Personal
      gifts and entertainment offered by persons doing business with our company
      may
      be accepted when offered in the ordinary and normal course of the business
      relationship. The frequency and cost of any such gifts or entertainment,
      however, may not be so excessive that your ability to exercise independent
      judgment on behalf of our company is, or may appear to be, compromised.
      Accordingly, if you receive, or are offered, a gift that you believe to have
      a
      value in excess of the lesser of (i) one percent (1%) of your annual base
      compensation and (ii) $500, or entertainment that is in excess of usual and
      customary levels, by any person providing or offering goods or services to
      our
      company, you must promptly disclose the same to our company’s Chief Executive
      Officer (or the Board of Directors in the case of the company’s Chief Executive
      Officer or a director), who will determine whether the gift or entertainment
      is
      improper, based upon the standards set out in this Code. Any gift or
      entertainment determined to be improper must be returned, reimbursed or refused
      by you.





**B.**  **Financial
      Interests in Other Organizations.**





The
      determination of whether any outside investment, financial arrangement or other
      interest in another organization is improper depends upon the facts and
      circumstances of each case. Your ownership of an interest in another
      organization may be inappropriate if the other organization has a material
      business relationship with, or is a direct competitor of, our company and your
      financial interest is of such a size that your ability to exercise independent
      judgment on behalf of our company is, or may appear to be, compromised. As
      a
      general rule, a passive investment would not likely be considered improper
      if
      it: (1) is in publicly traded shares; (2) represents less than one
      percent (1%) of the outstanding equity of the organization in question; and
      (3) represents less than five percent (5%) of your net worth. If you are
      not certain whether any investment, financial arrangement or interest in another
      organization would be inappropriate, the details of your investment, financial
      arrangement or interest must be fully disclosed to our company’s Chief Executive
      Officer (or our Board of Directors, if you are the Chief Executive Officer
      of
      our company), who will make a determination whether it is inappropriate based
      upon the standards set out in this Code.





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**C.**  **Outside
      Business Activities.**





The
      determination of whether any outside position you may hold is improper will
      depend upon the facts and circumstances of each case. Your involvement in trade
      associations, professional societies and charitable and similar organizations
      will not normally be viewed as improper. If, however, those activities are
      likely to take substantial time from or otherwise conflict with your
      responsibilities to our company, you should obtain prior approval from your
      supervisor. Other outside associations or activities in which you may be
      involved are likely to be viewed as improper only if they would interfere with
      your ability to devote proper time and attention to your responsibilities to
      our
      company or if your involvement is with another company with which our company
      does business or competes. For a director, employment or affiliation with a
      company with which our company does business or competes would be improper
      unless fully disclosed to, and approved by, our company’s Board of Directors and
      satisfies any other standards established by applicable law, rule (including
      the
      rules of any applicable stock exchange) or regulation and any other corporate
      governance guidelines that our company may establish.





**D.**  **Indirect
      Violations.**





You
      should not, indirectly through a spouse, family member, affiliate, friend,
      partner or associate, have any interest or engage in any activity that would
      violate this Code if you directly had the interest or engaged in the activity.
      Any such relationship should be fully disclosed to our company’s Chief Executive
      Officer (or our Board of Directors if you are the Chief Executive Officer or
      a
      director of our company), who will make a determination whether the relationship
      is inappropriate based upon the standards set out in this Code.





**5.**  **Corporate
      Opportunities.**





You
      are
      prohibited from taking for yourself, personally, opportunities that are
      discovered through the use of corporate property, information or position.
      You
      may not use corporate property, information or position for personal gain,
      or to
      compete with our company directly. You owe a duty to our company to advance
      its
      legitimate interests whenever the opportunity to do so arises.





A
      diversion of a corporate opportunity or competition with our company that is
      improper may not always be clear-cut, so if you have a question, you should
      consult with our company’s Chief Executive Officer (or the Board of Directors if
      you are the Chief Executive Officer or a director of our company). Certain
      kinds
      of transactions or relationships may raise issues, but are not necessarily
      improper or adverse to our company’s best interests. Some common situations
      where these issues may arise are discussed in paragraphs 4 and 10 of this
      Code. If you are not certain whether an opportunity or activity would be
      improper, you should not pursue it before disclosing it to our company’s Chief
      Executive Officer (or the Board of Directors if you are our Chief Executive
      Officer or a director of our company), who will make a determination whether
      the
      opportunity or activity is inappropriate based upon the standards set out in
      this Code.





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**6.**  **Fair
      Dealing.**





You
      should endeavor to deal fairly with our company’s suppliers, competitors and
      employees and with other persons with whom our company does business. You should
      not take unfair advantage of anyone through manipulation, concealment, abuse
      of
      privileged information, misrepresentation of material facts or any other
      unfair-dealing practice.





**7.**  **Public
      Disclosures.**





It
      is our
      company’s policy to provide full, fair, accurate, timely and understandable
      disclosure in all reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in all other public communications made
      by our company.





**8.**  **Confidentiality.**





You
      should maintain the confidentiality of all confidential information entrusted
      to
      you by our company or by persons with whom our company does business, except
      when disclosure is authorized or legally mandated. Confidential information
      includes all non-public information that might be of use to competitors of,
      or
      harmful to, our company or persons with whom our company does business, if
      disclosed.





**9.**  **Insider
      Trading.**





If
      you
      have access to material, non-public information concerning our company, you
      are
      not permitted to use or share that information for stock trading purposes or
      for
      any other purpose, except the conduct of our company’s business. All non-public
      information about our company should be considered confidential information.
      Insider trading, which is the use of material, non-public information for
      personal financial benefit or to “tip” others who might make an investment
      decision on the basis of this information, is not only unethical but also
      illegal. Violations of this prohibition against “insider trading” may subject
      you to criminal or civil liability, in addition to disciplinary action by our
      company. If you have any questions, please consult our company’s Insider Trading
      Policy or our company’s Chief Executive Officer.





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





You
      should protect our company’s assets and promote their efficient use. Theft,
      carelessness and waste have a direct impact on our company’s profitability. All
      corporate assets should be used for legitimate business purposes.





In
      general, if you have any questions as to the propriety of any personal usage
      of
      our company’s assets, you should disclose the proposed usage to our company’s
      Chief Executive Officer (or the Board of Directors if you are our Chief
      Executive Officer or a director), who will make a determination as to the
      propriety of any proposed usage. Specific standards applicable to several common
      situations, however, are discussed below:





4


**A.**  **Office
      Supplies and Services.**





Office
      supplies and equipment belonging to our company should be used for corporate
      purposes, although we will permit some nominal usage of these items for your
      personal benefit. For example, you may use the company’s copiers to make a
      limited number of personal copies. If, however, you use our company’s Federal
      Express account, postage meter or long-distance telephone services for personal
      purposes, you should arrange to reimburse our company for any out-of-pocket
      expenses incurred by it. If you have any questions as to the propriety of any
      personal usage of our company’s office supplies or equipment, you should discuss
      the same with our company’s Chief Executive Officer or office manager, who will
      make a determination as to the propriety of any proposed use.





**11.**  **Waivers
      of the Code of Business Conduct and Ethics.**





If
      you
      are uncertain whether a particular activity or relationship is improper under
      this Code or requires a waiver of this Code, you should disclose it to our
      company’s Chief Executive Officer (or the Board of Directors if you are our
      Chief Executive Officer or a director), who will make a determination, first,
      whether a waiver of this Code is required and, second, if required, whether
      a
      waiver will be granted. You may be required to agree to conditions before a
      waiver or a continuing waiver is granted. Any waiver of this Code for an
      executive officer or director, however, may be made only by the Company’s Board
      of Directors. In addition, any waiver, or implicit waiver, of this Code for
      an
      executive officer or director must be promptly disclosed by our company to
      the
      extent required by applicable law, rule (including any rule of any applicable
      stock exchange) or regulation.





**12.**  **Reporting
      any Illegal or Unethical Behavior.**





Our
      company desires to promote ethical behavior. Employees are encouraged to talk
      to
      supervisors, managers or other appropriate personnel when in doubt about the
      best course of action in a particular situation. Additionally, employees should
      promptly report violations of laws, rules, regulations or this Code to our
      company’s Chief Executive Officer (or the Board of Directors if you are our
      Chief Executive Officer or a director). Any report or allegation of a violation
      of applicable laws, rules, regulations or this Code need not be signed and
      may
      be sent anonymously. All reports of violations of this Code, including reports
      sent anonymously, will be promptly investigated and, if found to be accurate,
      acted upon in a timely manner. If any report of wrongdoing relates to accounting
      or financial reporting matters, or relates to persons involved in the
      development or implementation of our company’s system of internal controls, a
      copy of the report will be promptly provided to the Board of Directors, which
      may participate in the investigation and resolution of the matter. It is the
      policy of our company not to allow actual or threatened retaliation, harassment
      or discrimination due to reports of misconduct by others made in good faith
      by
      employees. Employees are expected to cooperate in internal investigations of
      misconduct.





**13.**  **Compliance
      Standards and Procedures.**





This
      Code
      is intended as a statement of basic principles and standards and does not
      include specific rules that apply to every situation. Its contents have to
      be
      viewed within the framework of our company’s other policies, practices,
      instructions and the requirements of the law. This Code is in addition to other
      policies, practices or instructions of our company that must be observed.
      Moreover, the absence of a specific corporate policy, practice or instruction
      covering a particular situation does not relieve you of the responsibility
      for
      exercising the highest ethical standards applicable to the
      circumstances.





5


In
      some
      situations, it is difficult to know right from wrong. Due to the fact that
      this
      Code does not anticipate every situation that will arise, it is important that
      each of you approach a new question or problem in a deliberate
      fashion:





(a)
            determine
                if all facts are known;




(b)
            determine
                what is the specific conduct or action in
                question;




(c)
            clarify
                responsibilities and roles;




(d)
            discuss
                the problem with a supervisor;




(e)
            seek
                help from other resources, such as other management personnel or
                our
                company’s Chief Executive Officer;
                and




(f)
            seek
                guidance before taking any action that you believe may be unethical or
                dishonest.





You
      will
      be governed by the following compliance standards:




·
            You
                are personally responsible for your own conduct and for complying
                with all
                provisions of this Code and for properly reporting known or suspected
                violations;




·
            If
                you are a supervisor, manager, director or officer, you must use
                your best
                efforts to ensure that employees understand and comply with this
                Code;




·
            No
                one has the authority or right to order, request or even influence
                you to
                violate this Code or the law; a request or order from another person
                will
                not be an excuse for your violation of this
                Code;




·
            Any
                attemptby
                you to induce another director, officer or employee of our company
                to
                violate this Code, whether successful or not, is itself a violation
                of
                this Code and may be a violation of
                law;




·
            Any
                retaliation, or threat of retaliation, against any director, officer
                or
                employee of our company for refusing to violate this Code, or for
                reporting, in good faith, the violation or suspected violation of
                this
                Code, is itself a violation of this Code and may be a violation of
                law;
                and




·
            Our
                company expects that every reported violation of this Code will be
                investigated.





Violation
      of any of the standards contained in this Code, or in any other policy, practice
      or instruction of our company, can result in disciplinary actions, including
      dismissal and civil or criminal action against the violator. This Code should
      not be construed as a contract of employment and does not change any person’s
      status as an at-will employee.





This
      Code
      is for the benefit of our company, and no other person is entitled to enforce
      this Code. This Code does not, and should not be construed to, create any
      private cause of action or remedy in any other person for a violation of this
      Code.





6


The
      name,
      address, telephone number, facsimile number and e-mail address of each person
      designated to receive and take action upon notices or inquiries under this
      Code
      is set forth below, except for the company’s principal outside legal counsel,
      which is available upon request from either of the Chief Executive Officer,
      the
      Secretary or Mr. Divinia:





Travis
                Hill
            
            Paul
                Marin
            
            Darin
                DiviniaChief
                Executive Officer
            
            President,
                Secretary & Director
            
            DirectorImmediatek,
                Inc.
            
            Immediatek,
                Inc.
            
            Immediatek,
                Inc.10488
                Brockwood Road
            
            10488
                Brockwood Road
            
            10488
                Brockwood RoadDallas,
                Texas 75238
            
            Dallas,
                Texas 75238
            
            Dallas,
                Texas 75238Phone:
                (972) 852-2876 (ext 101)
            
            Phone:
                (972) 852-2876 (ext. 103)
            
            Phone:
                (214) 769-3833Fax:
                (214) 722-0818
            
            Fax:
                (214) 722-0818
            
            e-mail:
                ddivinia@yahoo.come-mail:
                travis.hill@disclive.com
            
            e-mail:
                paul.marin@disclive.com





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