**CODE
      OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS**





The
      Chief
      Executive Officer (“CEO”) and all senior financial officers, including the chief
      financial officer and principal accounting officer of Internet Infinity, Inc.,
      and of any other subsidiary that becomes subject to the periodic reporting
      requirements under Section 13(a) or Section 15(d) of the Securities Exchange
      Act
      of 1934, as amended, are bound by the provisions set forth in this Code of
      Ethics relating to ethical conduct, conflicts of interest, compliance with
      law
      and standards designed to deter wrongdoing. The CEO and senior financial
      officers are subject to the following specific policies:





1.  The
      CEO
      and all senior financial officers are responsible for full, fair, accurate,
      timely and understandable audits and interim financial statements in the
      periodic reports required to be filed by the Company with the SEC. Accordingly,
      it is the responsibility of the CEO and each senior financial officer promptly
      to bring to the attention of the Audit Committee of Internet Infinity, Inc.
      any
      material information of which he or she may become aware that affects the audits
      and interim financial statements made by the Company in its public filings
      or
      otherwise assist the Audit Committee in fulfilling its responsibilities as
      specified in the Company’s financial reporting policies and applicable
      law.





2.  The
      CEO
      and each senior financial officer shall promptly bring to the attention of
      the
      Audit Committee any information he or she may have concerning (a) significant
      deficiencies in the design or operation of internal controls which could
      adversely affect the Company’s ability to record, process, summarize and report
      financial data or (b) any fraud, whether or not material, that involves
      management or other employees who have a significant role in the Company’s
      financial reporting audits or internal controls or (c) any attempt to improperly
      influence, coerce or mislead the Company’s independent auditors in violation of
      Section 303(a) of the Sarbanes-Oxley Act of 2002 and the rules of the SEC passed
      thereunder.




3.  The
      CEO
      and each senior financial officer shall promptly bring to the attention of
      the
      General Counsel or the CEO and to the Audit Committee any information he or
      she
      may have concerning any violation of this Code of Ethics, including any actual
      or apparent conflicts of interest between personal and professional
      relationships, involving any management or other employees who have a
      significant role in the Company’s financial reporting, audits or internal
      controls.




4.  The
      CEO
      and each senior financial officer shall promptly bring to the attention of
      the
      General Counsel or the CEO and to the Audit Committee any information he or
      she
      may have concerning evidence of a material violation of the securities or other
      laws, rules or regulations applicable to the Company and the operation of its
      business, by the Company or any agent thereof, or of violation of this Code
      of
      Ethics.





5.  The
      Board
      of Directors shall determine, or designate appropriate persons to determine,
      appropriate actions to be taken in the event of violations of the Code of Ethics
      or of these additional procedures by the CEO and the Company’s senior financial
      officers. Such actions shall be reasonably designed to deter wrongdoing and
      to
      promote accountability for adherence to this Code of Ethics and to these
      additional procedures, and shall include written notices to the individual
      involved that the Board has determined that there has been a violation, censure
      by the Board, demotion or re-assignment of the individual involved, suspension
      with or without pay or benefits (as determined by the Board) and termination
      of
      the individual’s employment. In determining what action is appropriate in a
      particular case, the Board of Directors or such designee shall take into account
      all relevant information, including the nature and severity of the violation,
      whether the violation was a single occurrence or repeated occurrences, whether
      the violation appears to have been intentional or inadvertent, whether the
      individual in question had been advised prior to the violation as to the proper
      course of action and whether or not the individual in question had committed
      other violations in the past.





6.  The
      CEO
      and each senior financial officer shall keep written records or receipts of
      their individual disbursements made on behalf of the Company and for which
      they
      expect reimbursement by the Company. They shall deliver these evidences of
      their
      disbursements to the appropriate personnel in the accounting department of
      the
      Company.