EXHIBIT 10.24

                                SEARCHHELP, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS


Adopted by the board of directors on December 15, 2003
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     1.   OVERVIEW

                    This Code of Business  Conduct and Ethics  ("Code") covers a
          wide range of business practices and procedures and outlines the broad
          principles of ethical  business  conduct  adopted by SearchHelp,  Inc.
          ("SearchHelp"  or the  "Company").  The  collection  of  policies  and
          guidelines   embodied  in  the  Code  apply  to  all  of  SearchHelp's
          employees,  officers,  directors  and  consultants.  Since no  written
          policy  can  set  forth  the  appropriate   action  for  all  business
          situations,  this Code describes a general standard of ethical conduct
          that  must  permeate  all  of  SearchHelp's   business   dealings  and
          relationships.

If a law conflicts  with a policy in this Code, you must comply with the law. If
you have any questions about these conflicts,  you should ask your supervisor or
the Company's General Counsel 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 12 OF THIS CODE.

     2.   COMPLIANCE WITH APPLICABLE 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. As an international  United  States-based
company,  SearchHelp  is subject to laws,  rules,  and  regulations  both in the
United States-and  abroad.  All employees,  officers,  directors and consultants
must respect and obey the laws of the cities,  states and countries in which the
Company operates. Although not all 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, inasmuch as all employees,
officers,  directors and consultants are expected to comply fully with all laws,
rules,  and  regulations  applicable  to  SearchHelp's  businesses  and with all
applicable company policies.

     3.   BOOKS AND RECORDS

The Company requires honest and accurate  recording and reporting of information
in order to make responsible  business  decisions.  All employees,  officers and
directors  must ensure that all of the Company's  books,  records,  accounts and
financial  statements meet the highest  standards of accuracy and  completeness,
appropriately reflect the Company's  transactions and 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.


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Records should always be retained or destroyed according to the Company's record
retention  policies.  In  accordance  with  those  policies,  in  the  event  of
litigation or governmental  investigation  please consult the Company's  General
Counsel.  Falsification of any record is prohibited and mistakes should never be
covered  up.  All  mistakes  should  be  immediately  and  fully  disclosed  and
corrected.  If you  detect  or  suspect  improper  record  keeping,  you  should
immediately contact the General Counsel.

     4.   PUBLIC DISCLOSURE AND REPORTING

SearchHelp requires full, fair, accurate,  timely, and understandable disclosure
in reports and  documents  filed  with,  or  submitted  to, the  Securities  and
Exchange  Commission and other  regulators,  and in other public  communications
made  by  the  Company.   Depending  on  an  individual's   responsibilities  at
SearchHelp, some employees, officers and/or directors may be required to provide
information  to insure that the  Company's  public  records meet this  standard.
SearchHelp expects all individuals to take this responsibility  seriously and to
provide prompt and accurate answers to inquiries related to the Company's public
disclosure requirements.

     5.   INSIDER TRADING

Persons 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 the Company's 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
also  illegal.  In order to assist with  compliance  with laws  against  insider
trading,  the  Company has adopted a specific  policy  governing  trading in the
Company's  securities  by  employees,  officers and  directors.  If you have any
questions, please consult the Company's General Counsel.

     6.   DISCRIMINATION AND HARASSMENT

The diversity of the Company's  employees is a tremendous  asset.  SearchHelp is
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.


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     7.   HEALTH AND SAFETY

The  Company  strives to provide  each  employee  with a safe and  healthy  work
environment.  Each employee has  responsibility  for 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.

     8.   CONFLICTS OF INTEREST

It is imperative that all employees,  officers and directors base their business
decisions  and  actions  in the  course of their  employment  with or service to
SearchHelp  on the best  interest  of the  Company as a whole,  and not based on
personal  relationships  or benefits.  A conflict of interest exists whenever an
individual's   private   interests   interfere  or  conflict  in  any  way  with
SearchHelp's  interests  or make it difficult to perform his or her Company work
objectively and effectively.

Conflicts of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors and consented to in writing by the
Company's General Counsel.

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 General Counsel.  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 12 of this
Code.

Any business opportunities, investments, relationships, or activities that would
or could cause a conflict of interest should be avoided.  Guidelines for some of
the most common conflict of interest situations are listed below.

OUTSIDE AFFILIATIONS AND INTERESTS

It is almost always a conflict of interest for a Company employee or director to
work  simultaneously for a competitor,  customer,  provider or supplier.  Unless
specifically approved in writing by the Company, you are not allowed to work for
a  competitor  as an  employee,  officer,  director or  consultant,  nor may you
acquire a significant  ownership  interest in such an entity. The best policy is
to avoid  any  direct  or  indirect  business  connection  with  our  customers,
suppliers or competitors, except on our behalf.

PERSONAL BENEFITS

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,  officers and directors and their family members may create conflicts
of interest.

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GIFTS AND GRATUITIES

It is a conflict of interest to accept or give gifts that may influence business
decisions.  Whenever possible,  gifts should be refused and they should never be
accepted where prohibited by law. However,  it is usually  permissible to accept
non-cash  gifts of  nominal  value.  You  should  use  their  best  judgment  in
determining  if a gift is appropriate  and should contact the Company's  General
Counsel if in doubt.

CORPORATE OPPORTUNITIES

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

     9.   COMPETITION AND FAIR DEALING

SearchHelp  seeks to outperform its  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 employee  should  endeavor to
respect the rights of and deal fairly with the  Company's  customers,  suppliers
and  competitors.  No employee  should take unfair  advantage of anyone  through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair-dealing practice.

The purpose of business  entertainment  and gifts in a commercial  setting is to
create good will 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: (1) is not a cash gift,  (2) is consistent  with  customary  business
practices,  (3) is not excessive in value, (4) cannot be construed as a bribe or
payoff and (5) does not violate any laws or  regulations.  Please  discuss  with
your  supervisor  any gifts or  proposed  gifts  which you are not  certain  are
appropriate.

     10.  PROTECTION OF COMPANY ASSETS

                    All employees, officers, and directors have a responsibility
          to protect  SearchHelp's  assets  from theft,  loss,  or misuse and to
          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.


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You should use all available electronic, technical, physical, procedural, and
legal means to protect the Company's assets at all times.

         Confidential Information
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                    It is a  violation  of the  Code  to  disclose  confidential
          information  entrusted to  employees,  officers  and  directors by the
          Company or its customers, vendors, or partners, except when disclosure
          is  authorized  by  the  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.

                    All employees,  officers, and directors must take reasonable
          steps to prevent  confidential  information  from being  vulnerable to
          unauthorized   access.   The   obligation  to  preserve   confidential
          information continues even after employment ends.

PROPRIETARY INFORMATION

The obligation of 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, software that the Company has developed, 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.

     11.  REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Employees, officers and directors who suspect or know of violations of this Code
or unethical  business or workplace conduct have a responsibility to contact the
Company's General Counsel.  In addition,  if you believes that you have violated
this Code or any  applicable  law,  rule,  or  regulation,  you must  report the
violation  so that the Company can take  appropriate  action.  The fact that you
have reported the violation may reduce the adverse  consequences for all parties
involved.  Violations  of this  Code,  including  failures  to report  potential
violations by others,  will be viewed as a severe  disciplinary  matter that may
result in personal action, including termination of employment.

Any employee may submit a good faith concern regarding  questionable  accounting
or auditing matters without fear of dismissal or retaliation of any kind.

To the extent feasible, all such communications will be kept confidential. It is
the  Company's  policy 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.


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     12.  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 the Company  cannot  anticipate  every  situation that will
arise,  it is  important  to 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, the Company 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 the 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 guidance before you act.

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     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  or a Board  committee  and  will be
          promptly disclosed as required by law or stock exchange regulation.




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                         ADDITIONAL POLICIES APPLICABLE
                         ------------------------------
                                     TO THE
                                     ------
              CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
              -----------------------------------------------------

The Company's Chief Executive Officer and senior financial  officers are subject
to the following additional specific policies:

1. The Company's Chief Executive  Officer and all senior financial  officers are
responsible for full, fair,  accurate,  timely and understandable  disclosure in
the periodic reports required to be filed by the Company with the Securities and
Exchange Commission. Accordingly, it is your responsibility promptly to bring to
the attention of the Company's the General  Counsel any material  information of
which you may become aware that affects the  disclosures  made by the Company in
its public filings or otherwise  assist the General Counsel in fulfilling his or
her responsibilities.

2.  The CEO and  each  senior  financial  officer  shall  promptly  bring to the
attention of the Audit  Committee any  information  you 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, disclosures or internal controls.

3.  The CEO and  each  senior  financial  officer  shall  promptly  bring to the
attention of the General Counsel and the Audit Committee any information you may
have  concerning  any  violation of the Code,  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, disclosures or internal controls.

4.  The CEO and  each  senior  financial  officer  shall  promptly  bring to the
attention of the General  Counsel or the Audit Committee any information you 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 the Code or of
these additional procedures.

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 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 the Code,  including,
without  limitation,  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


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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.






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