**KEYON
      COMMUNICATIONS HOLDINGS, INC.**




**CODE
      OF BUSINESS CONDUCT AND ETHICS**




**Introduction**




This
      Code
      of Business Conduct and Ethics (the “Code”) of KeyOn Communications Holdings,
      Inc., a Delaware corporation (the “Company”), covers 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 officers, directors and employees of
      the
      Company. All of our officers, directors and employees must conduct themselves
      accordingly and seek to avoid even the appearance of improper behavior. The
      Code
      should also be provided to and followed by the Company’s agents and
      representatives, including consultants.




If
      a law
      conflicts with a policy in this Code, you must comply with the law. This Code
      is
      also deemed incorporated by reference into, and should be read in conjunction
      with and in addition to, the Company’s standard employee manual. If a specific
      provision of this Code conflicts with a specific provision of the employee
      manual, you must comply with the more restrictive of the two provisions. If
      you
      have any questions about these conflicts, you should ask your supervisor how
      to
      handle the situation.




Those
      who
      violate the standards in this Code will be subject to disciplinary action,
      up to
      and including termination of employment. If you are in a situation which you
      believe may violate or lead to a violation of this Code, follow the guidelines
      described in Section 15 of this Code.




1.  Compliance
      with Laws, Rules and Regulations .
      Obeying
      the law, both in letter and in spirit, is the foundation on which this Company’s
      ethical standards are built. All officers, directors and employees must respect
      and obey the laws of the cities, states and countries in which we operate.
      Although not all officers, directors and employees are expected to know the
      details of these laws, it is important to know enough to determine when to
      seek
      advice from supervisors, managers or other appropriate personnel. If reasonably
      requested, the Company will, as practicable, hold information and training
      sessions to promote compliance with laws, rules and regulations, including
      insider trading laws.




2.  Conflicts
      of Interest .
      A
“conflict of interest” exists when a person’s private interest interferes in any
      way with the interests of the Company. A conflict situation can arise when
      an
      employee, officer or director takes actions or has interests that may make
      it
      difficult to perform his or her Company work objectively and effectively.
      Conflicts of interest may also arise when an employee, officer or director
      or
      members of his or her family receives improper personal benefits as a result
      of
      his or her position in the Company. Loans to, or guarantees of obligations
      of,
      employees and their family members may create conflicts of
      interest.




It
      is
      almost always a conflict of interest for a Company employee to work
      simultaneously for a competitor, customer or supplier. You are not allowed
      to
      work for a competitor as a consultant or board member. The best policy is to
      avoid any direct or indirect business connection with our customers, suppliers
      or competitors, except on our behalf. Conflicts of interest are prohibited
      as a
      matter of Company policy, except under guidelines approved by the Board of
      Directors of the Company, if any. Conflicts of interest may not always be
      clear-cut, so if you have a question, you should consult with higher levels
      of
      management or the Company’s legal department. Any employee, officer or director
      who becomes aware of a conflict or potential conflict should bring it to the
      attention of a supervisor, manager or other appropriate personnel or consult
      the
      procedures described in Section 15 of this Code.




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3.  Insider
      Trading .
      Officers, directors and employees who have access to confidential information
      are not permitted to use or share that information for stock trading purposes
      or
      for any other purpose except the conduct of our business. All non-public
      information about the Company should be considered confidential information.
      To
      use 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 illegal.




4.  Corporate
      Opportunities .
      Officers, directors and employees are prohibited from taking for themselves
      opportunities that are discovered through the use of corporate property,
      information or position without the consent of the Board of Directors of the
      Company. No officer, director or employee may use corporate property,
      information or position for improper personal gain, and no officer, director
      or
      employee may compete with the Company directly or indirectly. Officers,
      directors and employees owe a duty to the Company to advance its legitimate
      interests when the opportunity to do so arises.




5.  Competition
      and Fair Dealing .
      We seek
      to outperform our competition fairly and honestly. Stealing proprietary
      information, possessing trade secret information that was obtained without
      the
      owner’s consent or inducing such disclosures by past or present employees of
      other companies is prohibited. Each officer, director and employee should
      endeavor to respect the rights of and deal fairly with the Company’s customers,
      suppliers, competitors and employees. No officer, director or employee should
      take unfair advantage of anyone through manipulation, concealment, abuse or
      privileged information, misrepresentation of material facts or any other
      intentional unfair dealing practice.




6.  Gifts
      and Entertainment .
      The
      purpose of business entertainment and gifts in a commercial setting is to create
      goodwill and sound working relationships, not to gain unfair advantage with
      customers. No gift or entertainment should ever be offered, given, provided
      or
      accepted by any Company employee, family member of an employee or agent unless
      it: (i) is not a cash gift, (ii) is consistent with customary business
      practices, (iii) is not excessive in value, (iv) cannot be construed as a bribe
      or payoff and (v) does not violate any laws or regulations. Please discuss
      with
      your supervisor any gifts or proposed gifts which you are not certain are
      appropriate.




7.  Discrimination
      and Harassment .
      The
      diversity of the Company’s officers, directors and employees is a tremendous
      asset. We are firmly committed to providing equal opportunity in all aspects
      of
      employment and will not tolerate any illegal discrimination or harassment of
      any
      kind. Examples include derogatory comments based on racial or ethnic
      characteristics and unwelcome sexual advances.




8.  Health
      and Safety .
      The
      Company strives to provide each employee with a safe and healthy work
      environment. Each employee has responsibility for maintaining a safe and healthy
      workplace for all employees by following safety and health rules and practices
      and reporting accidents, injuries and unsafe equipment, practices or conditions.
      Violence and threatening behavior are not permitted. Employees 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 workplace will not be
      tolerated.




9.  Record-Keeping .
      The
      Company requires honest and accurate recording and reporting of information
      in
      order to make responsible business decisions. For example, only the true and
      actual number of hours worked should be reported.




Many
      employees regularly use business expense accounts, which must be documented
      and
      recorded accurately. If you are not sure whether a certain expense is
      legitimate, ask your supervisor or your controller.




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All
      of
      the Company’s books, records, accounts and financial statements must be
      maintained in reasonable detail, must appropriately reflect the Company’s
      transactions and must conform both to applicable legal requirements and to
      the
      Company’s system of internal controls. Unrecorded or “off the books” funds or
      assets should not be maintained unless permitted by applicable law or
      regulation.




Business
      records and communications often become public, and we should avoid
      exaggeration, derogatory remarks, guesswork or inappropriate characterizations
      of people and companies that could be misunderstood. This applies equally to
      electronic mail, internal memoranda and formal reports. Records should always
      be
      retained or destroyed according to the Company’s record retention policies, if
      any. In accordance with those policies, in the event of litigation or
      governmental investigation please consult the Company’s legal
      department.




10.  Confidentiality .
      Officers, directors and employees must maintain the confidentiality of
      confidential information entrusted to them by the Company or its customers,
      except when disclosure is authorized by the Company’s legal department or
      required by laws or regulations. Confidential information includes all
      non-public information that might be of use to competitors, or harmful to the
      Company or its customers, if disclosed. It also includes information that
      suppliers and customers have entrusted to us. The obligation to preserve
      confidential information continues even after employment ends. In connection
      with this obligation, every employee should have executed a confidentiality
      agreement when he or she began his or her employment with the
      Company.




11.  Protection
      and Proper Use of Company Assets .
      All
      officers, directors and employees should endeavor to protect the Company’s
      assets and ensure their efficient use. Theft, carelessness and waste have a
      direct impact on the Company’s profitability. Any suspected incident of fraud or
      theft should be immediately reported for investigation. Company equipment should
      not be used for non-Company business, though incidental personal use may be
      permitted.




The
      obligation of officers, directors and employees to protect the Company’s assets
      includes its proprietary information. Proprietary information includes
      intellectual property such as trade secrets, patents, trademarks and copyrights,
      as well as business, marketing and service plans, engineering and manufacturing
      ideas, designs, databases, records, salary information and any unpublished
      financial data and reports. Unauthorized use or distribution of this information
      would violate Company policy. It could also be illegal and result in civil
      or
      even criminal penalties.




12.  Payments
      to Government Personnel .
      The
      U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly
      or indirectly, to officials of foreign governments or foreign political
      candidates in order to obtain or retain business. It is strictly prohibited
      to
      make illegal payments to government officials of any country.




In
      addition, the U.S. government has a number of laws and regulations regarding
      business gratuities which may be accepted by U.S. government personnel. The
      promise, offer or delivery to an official or employee of the U.S. government
      of
      a gift, favor or other gratuity in violation of these rules would not only
      violate Company policy but could also be a criminal offense. State and local
      governments, as well as foreign governments, may have similar rules. The
      Company’s legal department can provide guidance to you in this
      area.




13.  Waivers
      of the Code of Business Conduct and Ethics .
      Any
      waiver of this Code for executive officers or directors may be made only by
      the
      Board of Directors of the Company (or a committee thereof) and will be promptly
      disclosed as required by applicable law.




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14.  Reporting
      any Illegal or Unethical Behavior .
      Employees are encouraged to talk to supervisors, managers or other appropriate
      personnel about observed illegal or unethical behavior and when in doubt about
      the best course of action in a particular situation. It is the policy of the
      Company not to allow retaliation for reports of misconduct by others made in
      good faith by employees. Employees are expected to cooperate in internal
      investigations of misconduct. Any employee may submit a good faith concern
      regarding questionable conduct without fear of dismissal or retaliation of
      any
      kind.




15.  Compliance
      Procedures .
      We must
      all work to ensure prompt and consistent action against violations of this
      Code.
      However, in some situations it is difficult to know if a violation has occurred.
      Since we cannot anticipate every situation that will arise, it is important
      that
      we have a way to approach a new question or problem. These are the steps to
      keep
      in mind:




·
            Make
                sure you have all the facts.
                In order to reach the right solutions, we must be as fully informed
                as
                possible.




·
            Ask
                yourself: What specifically am I being asked to do? Does it seem
                unethical
                or improper?
                This will enable you to focus on the specific question you are faced
                with,
                and the alternatives you have. Use your judgment and common sense;
                if
                something seems unethical or improper, it probably
                is.




·
            Clarify
                your responsibility and role.
                In most situations, there is shared responsibility. Are your colleagues
                informed? It may help to get others involved and discuss the
                problem.




·
            Discuss
                the problem with your supervisor.
                This is the basic guidance for all situations. In many cases, your
                supervisor will be more knowledgeable about the question, and will
                appreciate being brought into the decision-making process. Remember
                that
                it is your supervisor’s responsibility to help solve
                problems.




·
            Seek
                help from Company resources.
                In the rare case where it may not be appropriate to discuss an issue
                with
                your supervisor, or where you do not feel comfortable approaching
                your
                supervisor with your question, discuss it locally with your office
                manager
                or your human resources manager.




·
            You
                may report ethical violations in confidence and without fear of
                retaliation.
                If your situation requires that your identity be kept secret, your
                anonymity will be protected. The Company does not permit retaliation
                of
                any kind against employees for good faith reports of ethical
                violations.




·
            Always
                ask first, act later.
                If you are unsure of what to do in any situation, seek guidancebefore
                you act.




If
      you
      have any questions regarding the foregoing, please feel free to contact the
      Company’s Chief Financial Officer at (402) 998-4020.




Adopted:
      August 9, 2007




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**ACKNOWLEDGEMENT
      OF RECEIPT AND UNDERSTANDING**




The
      undersigned, an employee, consultant or advisor of the Company (as defined
      in
      the Code of Ethics), has executed this Acknowledgement of Receipt and
      Understanding effective as of the date set forth below. By signing below, you
      acknowledge and agree that you have received a copy of the attached Code of
      Business Conduct and Ethics (the “Code of Conduct”) and have read and understand
      the terms contained therein. By signing below, you further acknowledge and
      agree
      that you have not, and will not, take any action or fail to take any action
      that
      is or may result in a violation or breach of the Code of Conduct.




Date: ____________________________
            By:
              ______________________________(Signature)Print Name:
              ________________________Print Title: 
              _________________________





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