**LUCY’S
      CAFE, INC. to be renamed**


**INTERMETRO
      COMMUNICATIONS, INC.**





**CODE
      OF CONDUCT**


**(Adopted
      January 19, 2007)**







**OUR
      COMMITMENT TO ETHICAL BUSINESS PRACTICES**





The Lucy’s
      Cafe, Inc. to be renamed InterMetro
      Communications, Inc. Code of Conduct (this “Code”) is a guide for our directors,
      officers, and employees to the application of legal and ethical practices to
      their services for Lucy’s
      Cafe, Inc. to be known as InterMetro
      Communications, Inc. and its subsidiaries (the “Company”). This Code describes
      not only the areas of the law that are likely to affect the Company, but also
      references the Company’s Employee Handbook. We must each strive for, and accept
      nothing less than, fair, honest, and ethical conduct in our daily business
      activities.




The
      Company’s Chief Financial Officer (the “Compliance Officer”) administers and
      oversees enforcement of this Code.




Every
      Company director, officer and employee must accept personal responsibility
      for
      complying with this Code and reporting any observed or suspected violations.
      We
      need everyone’s commitment to high ethical standards and compliance with the law
      to ensure the Company’s success.




**I.**
            **Purpose,
                Importance, and Application of Code**




This
      Code
      provides guidance in consideration of today’s complex legal and regulatory
      environment. The policies contained in this Code will enable you to understand
      your legal and ethical obligations, the Company’s commitment to these principles
      and our expectations of each of you.




This
      Code
      provides basic guidelines for conduct. Although it covers a wide range of
      business practices and identifies a number of corporate policies, no code of
      conduct can cover every issue that may arise. You are expected to use common
      sense, adhere to common standards of ethical behavior and avoid even the
      appearance of improper conduct.




This
      Code
      addresses topics similar to certain policies set forth in the InterMetro
      Communications Employee Handbook (the “Employee Handbook”). This Code does not
      replace the Employee Handbook, but rather supplements it and, for employees,
      should be adhered to in conjunction with the Employee Handbook. The Employee
      Handbook will be updated from time to time to supplement existing policies
      and
      to incorporate new policies, as appropriate.




**II.**
            **Reporting
                and Enforcement**




**A.
      Reporting Suspected Non-Compliance**




It
      is
      only with your help that we can ensure compliance with this Code. Therefore,
      you
      are required to report violations of any of the policies in this Code or other
      behavior that you believe to be illegal or unethical. Any person who knows
      of
      such behavior and fails to promptly report it will be subject to corrective
      action, up to and including termination of employment such person’s position
      with the Company.




Reports
      should be made directly to the Compliance Officer. In addition, any supervisor,
      manager or other individual who receives a report of improper conduct should
      pass this information along to the Compliance Officer. If the reporting
      individual is not satisfied with the response received from the Compliance
      Officer, such individual may report the matter to a member of the Audit
      Committee or any other member of the Board of Directors.





**B.
      Enforcement**




The
      Company will promptly investigate all reported Code violations. Proven
      violations of this Code will be treated seriously and will result in immediate
      corrective action, up to and including termination of employment with the
      Company. In addition, the Company may take other appropriate legal action for
      violations of this Code, including reporting illegal behavior to the proper
      law
      enforcement or other government authorities or pursuing a civil
      lawsuit.




The
      Company will also periodically monitor or audit compliance with this Code.
      You
      must cooperate fully with any such audits and provide truthful, complete and
      accurate information to the auditors.




**C.
      Cooperation with Investigations and Retaliation Prohibition**




Anyone
      who engages in retaliation, either directly or indirectly, against any
      individual who in good faith reports a violation of this Code will be subject
      to
      corrective action, up to and including termination of his or her employment
      with
      the Company. Anyone who believes that retaliation has occurred should promptly
      inform the Compliance Officer.




The
      Company will cooperate in connection with any investigation by an authorized
      government body or agency. You are expected to follow any instructions given
      by
      management to assist and cooperate in connection with such an investigation.




Retaliation
      for cooperating in an investigation or for providing information in good faith
      to a government or law enforcement entity or a Company investigator is expressly
      prohibited. Employees can report incidents of retaliation to their supervisor,
      manager or the Compliance Officer.




Any
      request for inspection, documents or other information from a government entity
      should be referred immediately to the Compliance Officer. Moreover, Company
      employees, including officers and directors, who are contacted by a government
      entity concerning the Company should promptly inform the Compliance Officer.




**D.
      Penalties for Violations of the Code**




It
      is
      each employee’s responsibility to resolve with the **** Compliance
      Officer any potential conflicts with this Code. Violations of this Code, even
      in
      the first instance, may result in disciplinary action up to and including
      dismissal of employment from or termination of services for the Company. In
      addition, violations of laws applicable to the Company could result in
      substantial fines to the Company and individual violators and, in certain
      instances, imprisonment. No improper or illegal behavior will be justified
      by a
      claim that it was ordered by someone in higher authority. No one, regardless
      of
      his or her position, is authorized to direct an employee to commit a wrongful
      act. The Company encourages you to ask questions and seek guidance from your
      supervisor, the Compliance Officer or the legal department of the Company.





**E.
      Waivers**





Any
      waivers of this Code may be made only by the Board of Directors and any waivers
      for executive officers or directors must be promptly disclosed to the Company’s
      stockholders.





**F.
      Compliance Certification**





All
      employees of the Company will be asked to certify this Code upon receipt. By
      certifying, the employee acknowledges that such employee has read and
      understands the conditions of this Code. In addition, annual certifications
      shall be required of employees at the level of senior management and
      above.




**III.**
            **Applicable
                Policies**




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**A.
      General Business Conduct Guidelines**




The
      Company strives to be a good corporate citizen and to achieve our business
      objectives in a manner that is ethical and consistent with applicable laws.
      In
      keeping with these principles, proper conduct includes, but is not limited
      to,
      the following:




•
            Complying
                with all obligations to report business and financial information
                (including minutes of voice service, revenues, expenses and
                capitalization) within the Company, to the public, and to the investment
                community;


•
            Acting
                in good faith with respect to contractual and business obligations
                to
                third parties (including customers, vendors and contractors);


•
            Entering
                into contracts and business relationships with third parties on behalf
                of
                the Company only where there is a legitimate business purpose and
                only
                where all terms of the contract or relationship are believed to be
                in the
                best interests of the Company;


•
            Recording
                the financial results of contracts and business relationships on
                the
                Company’s books and records, as well as in reports to the public and the
                investment community, and in accordance with established and acceptable
                accounting standards;


•
            Striving
                to ensure that proper compensation is received for all Company services
                and property;


•
            Striving
                to ensure proper handling of deposits, cash, receipts, payments,
                customer
                and vendor contracts and records;


•
            Placing
                the interests of the Company, as well as the public’s right to have
                accurate information about the Company, first and always above your
                personal interests or the interests of third parties; and


•
            Otherwise
                complying with laws and regulations applicable to the Company, this
                Code,
                and the Employee Handbook.





**B.
      Proper Documentation and Controls**




You
      are
      responsible for following any operational, administrative, documentation, and
      accounting procedures and controls applicable to your areas of responsibility.
      Internal controls and procedures are designed to provide assurance that (i)
      the
      Company’s interests and assets are protected and properly used, (ii) the
      Company’s reports are accurate and complete, (iii) procedures are appropriate to
      achieve the Company’s business objectives, and (iv) administrative and
      accounting policies and procedures are complied with throughout the
      organization. In carrying out your responsibilities in this area, you should
      use
      your reasonable efforts to attempt to assure that:




•
            The
                Company’s accounting and documentation policies and procedures are
                followed;


•
            All
                funds, assets and transactions are fully and accurately recorded
                and
                entered in the Company’s books and records in accordance with the
                Company’s written procedures and with applicable accounting standards, so
                that accounting records accurately and fairly reflect all business
                transactions;


•
            No
                records are falsified in any manner;


•
            There
                are no unrecorded or “off the books” funds, assets or transactions;


•
            Each
                entry for expenditure is coded into the account that accurately and
                fairly
                reflects the true nature of the transaction;


•
            Reasonable
                steps are taken to protect Company data from errors, disasters, misuse,
                unauthorized access and fraud, including data that is transmitted
                or
                stored electronically; and




Any
      deviation from or deficiency in internal accounting, documentation, or
      administrative controls must be promptly reported to the Company’s Compliance
      Officer and, if not remedied, to the Audit Committee of the Company’s Directors.




**C.
      Contracts and Business Relationships**




Contracts
      and business relationships should only be entered into in situations in which
      there is a legitimate business purpose. All terms of the transaction should
      be
      disclosed and included in the legal documentation supporting the transactions.
      Transaction documents should only be signed by duly authorized officers, and
      documents for significant transactions should first be reviewed and approved
      by
      the legal department of the Company. Compliance with the terms of the Company’s
      contracts is a necessity. Contracts should be negotiated in good faith. Any
      reports of business information provided by the Company to third parties must
      be
      in accordance with contractual requirements. Any question concerning the
      interpretation of a contract should be referred to the legal department of
      the
      Company.


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**D.
      Conflicts of Interest**




Directors,
      officers and employees have a fiduciary duty to the Company at all times. A
      conflict of interest occurs when an individual’s private interest interferes in
      any way with the interests of the Company. No one should utilize his or her
      position with the Company for personal advantage or gain outside of the
      compensation and benefits received in the normal course of employment. A
      complete description of the Company’s *Conflict
      of Interest* policy
      is
      contained in the Employee Handbook.




**E.
      Protection of Company Information, Privileged Information and Intellectual
      Property**




You
      must
      ensure that all business information meant to be kept confidential is properly
      protected. Provided below is an overview of the Company’s guidelines on
      protection of such information. A more detailed discussion of these topics
      is
      contained in the Company’s Employee Proprietary Information, Confidentiality,
      Loyalty, and Nonsolicitation Agreement.




1.
      Proprietary and Confidential Information




Proprietary
      information developed or acquired by the Company and not freely available to
      others is a valuable asset that must be protected against theft, loss or
      inadvertent public disclosure. Proprietary information includes, for example,
      marketing plans, prices and sensitive or restricted information about Company
      customers, vendors, contractors or joint venture partners. Therefore, disclosure
      of such information should be limited to those within the Company who have
      a
      need to know and should not be disclosed outside the Company without
      authorization from the legal department of the Company. Because these
      limitations on disclosure apply even after association with the Company ends,
      upon separation from the Company for any reason, employees must return any
      material containing restricted information and must refrain from disclosing
      any
      such protected information.




2.
      Privileged Information




The
      law
      recognizes an attorney-client privilege that shields certain confidential
      communications between the Company’s directors, officers and employees, on the
      one hand, and the Company’s attorneys from disclosure. To protect this
      privilege, communications to and from the Company’s attorneys, work done under
      the direction of an attorney, and any information designated as privileged
      must
      not be disclosed to others unless authorized by the legal department of the
      Company.




3.
      Trademarks, Copyrights and Other Intellectual Property




The
      Company’s corporate identity, logo, trademarks and service marks are valuable
      business assets that represent the Company’s good will and reputation. The
      Company’s rights may be destroyed or diluted by improper use. Similarly, many
      materials, including articles, software, photographs, books, magazines and
      other
      items used in the course of employment are protected by copyright laws.
      Reproducing, distributing or altering copyrighted materials without permission
      of the copyright owner is illegal and may result in violations subject to civil
      penalties.




In
      the
      performance of assigned duties, employees may develop ideas, inventions or
      software or create original works of authorship relating to the business of
      the
      Company (referred to herein as “Intellectual Property”). In consideration of the
      compensation paid to each employee by the Company, it is the understanding
      between the Company and each employee that the Company shall have full ownership
      of the Intellectual Property. Each employee shall do all things that may be
      necessary to establish, protect and maintain the rights of the Company or its
      nominee in the Intellectual Property.





**F.
      Government Relations, Campaign Finance, and Political Activity**




The
      Company may engage in activities to foster positive relationships with
      government entities and to express its views and the views of the industry
      within the political process. The Company may make corporate campaign
      contributions to certain state or local political parties, political committees
      and candidates for elective public office, as permitted by applicable law.
      As a
      corporate citizen, the Company may also express its views on public issues
      affecting organization, its shareholders and employees or the geographic areas
      in which it operates. **If
      employees engage in personal political activity on their own time, they must
      take care not to imply that they are acting on behalf of the
      Company.**


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**G.
      Equal Employment**




The
      Company provides equal employment opportunities to all qualified persons and
      expects all of its officers, directors and employees, in acting on behalf of
      the
      Company, to adhere to laws, regulations, and corporate policies relating to
      equal opportunity and non-discrimination. Additional information on the
      Company’s policies on equal employment opportunity is contained in the Employee
      Handbook.




**H.
      Electronic Communications and Use of the Internet**




Everyone
      who works with the Company’s computer resources is responsible for using these
      resources appropriately and only in a manner that has been authorized. A more
      detailed description of the Company’s policy on this topic is contained in the
      Employee Handbook.




**I.
      Safety and the Environment**




A
      description of the Company’s policies on *Occupational
      Safety and Health* is
      contained in the Employee Handbook.




Any
      questions regarding safety, health or environmental concerns or reports of
      unsafe practices may be directed to your supervisor. All governmental agency
      inspections (for example, the Occupational Safety and Health Administration,
      the
      Environmental Protection Agency, the Department of Transportation, and the
      Department of Labor) should be immediately reported to the legal department
      of
      the Company or the Company’s Compliance Officer.




**J.
      Compliance With Fair Competition Laws**


Fair
      competition laws (such as anti-trust laws) were enacted to preserve competition.
      As a general rule, these laws prohibit conduct that unlawfully restrains trade
      or seeks to maintain a monopoly in any market. No employee should engage in
      any
      behavior that violates fair trade laws. Examples of prohibited conduct include,
      but are not limited to (i) agreements among buyers of a product or service
      to
      establish a common price or (ii) pricing a product or service at a level below
      its cost for the purpose of driving out competition.




Any
      questions as to whether a specific practice constitutes unfair competition
      or
      otherwise violates anti-trust laws should be directed to the Compliance Officer
      or the Legal Department.




**K.
      Prohibition on Insider Trading and Disclosure of Inside Information**




As
      addressed in further detail in the Company’s current Insider Trading Policy,
      trading in the Company’s securities when in possession of inside information or
      unauthorized disclosure to others of such information is illegal and strictly
      prohibited. Inside information includes information, either positive or
      negative, about the Company’s business, operations, assets or ownership that has
      not been publicly disclosed and that would reasonably be expected to result
      in a
      change in the market price or value of the Company’s securities.




Examples
      of inside information include, but are not limited to (i) financial information
      or projections, (ii) news of a pending or proposed merger, acquisition, or
      sale
      of assets, alliances, or strategic partnerships, (iii) gain or loss of a
      substantial vendor, customer or contract, (iv) significant new product
      announcements or technological developments, (v) significant pricing changes,
      (vi) financial liquidity problems, (vii) significant actions by regulatory
      bodies (viii) major changes in senior management or (ix) major disputes with
      material contractors or suppliers. Employees are prohibited from trading based
      on inside information about the Company or any other company. Employees are
      also
      prohibited from disclosing (even inadvertently) such information.




The
      rules
      on inside trading do not prohibit the exercise of stock options or purchase
      of
      shares pursuant to any stock plan that may be adopted. The sale of shares
      acquired pursuant to the exercise of a stock option or stock plan rights are
      governed by the rules pertaining to inside trading, however, officers, members
      of the Board of Directors and other specified individuals may be subject to
      additional limitations with regard to trading the Company’s securities.




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