MEDIA AND ENTERTAINMENT.COM, INC.

               Code of Business Conduct and Ethics

     Media and Entertainment.com, Inc. (the "Company") has
adopted the following Code of Business Conduct and Ethics (the
"Code") for the Company's principal executive officer, principal
financial officer, principal accounting officer or controller,
and any person performing similar functions (each, a "Covered
Officer"). This Code is intended to deter wrongdoing and to
promote:

  *    Honest and ethical conduct, including the ethical handling
       of apparent or actual conflicts of interest between personal and
       professional relationships;
  *    Compliance with applicable governmental laws, rules and
       regulations;
  *    Full, fair, accurate, timely, and understandable disclosure
       in our filings with and submissions to the Securities and
       Exchange Commission and in other public communications;
  *    Prompt internal reporting of violations of this Code; and
  *    Accountability for adherence to this Code.

  You must comply with the letter and spirit of this Code.

  No code or policy can anticipate every situation that may
arise or replace the thoughtful behavior of an ethical
individual. You are encouraged to bring questions about
particular circumstances that may implicate one or more of the
provisions of this Code to the attention of the Chairman of the
Board of Directors or any Vice Chairman (any of whom, a
"Compliance Chief").

  1.   CONFLICT OF INTEREST

  You must avoid any conflicts of interest between your personal
interests and the Company's interests. Any situation that
involves, or may reasonably be expected to involve, a conflict of
interest with the Company, should be disclosed promptly to a
Compliance Chief. A "conflict of interest" can occur when:

  *    Your personal interest is adverse to-or may appear to be
       adverse to-the interests of the Company as a whole.
  *    As a result of your position with the Company, you or a
       family member (i.e., a spouse, parent, child or sibling, whether
       by blood, marriage or adoption, or anyone residing in your home)
       receives personal benefits-from the Company, any of its vendors,
       suppliers or customers, or anyone else with whom the Company does
       business-that have not been duly authorized and approved pursuant
       to Company policy and procedure or that could be expected to
       affect your business judgment on behalf of the Company.

  Some of the more common conflicts which you should avoid are
listed below:

     *    Relationship of Company with third-parties

       You may not receive a personal benefit from a person or
       firm that is seeking to do business or to retain business
       with the Company.

     *    Compensation from non-Company sources

       You may not accept compensation (in any form) for
       services performed for the Company from any source other
       than the Company.

     *    Gifts

       You may not offer, give or receive gifts from persons or
       entities who deal with the Company in those cases where
       any such gift is being made in order to influence your
       actions, or where acceptance of the gifts could create
       the appearance of a conflict of interest.

     *    Personal use of Company assets

       You may not use Company assets, labor or information for
       personal use unless approved by a Compliance Chief, or as
       part of a compensation or expense reimbursement program
       available to all Covered Officers.

  2.   CORPORATE OPPORTUNITIES

  You are prohibited from:

     *    Taking for yourself opportunities that are discovered
       through the use of Company property, Company information or your
       position with the Company;
     *    Using the Company's property or information for personal
       gain; or
     *    Competing with the Company for business opportunities.

  However, if the Company's disinterested directors determine
that the Company will not pursue an opportunity that relates to
the Company's business, you may then do so.

  3.   CONFIDENTIALITY

  You must maintain the confidentiality of information entrusted
to you by the Company and any other confidential information
about the Company that comes to you, from whatever source, in
your capacity as a Covered Officer, except when disclosure is
authorized or legally mandated.

  For purposes of this Code, "confidential information" includes
all non-public information relating to the Company.

  4.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS; FAIR DEALING

  You must comply with laws, rules and regulations applicable to
the Company, including insider trading laws.

  You must deal fairly with the Company's customers, suppliers,
competitors and employees.

  5.   DISCLOSURE REPORTING

  The information you provide to the Company and its independent
auditors in connection with the Company's preparation of its
filings with and submissions to the Securities and Exchange
Commission (the "S.E.C.") and other public communications (such
as press releases) must be:

  *    Complete;
  *    Fair;
  *    Accurate;
  *    Timely; and
  *    Understandable.

  6.   ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL
     BEHAVIOR

  You are encouraged to talk to a Compliance Chief when in doubt
about the best course of action in a particular situation.

  You are encouraged to report violations of laws, rules,
regulations or this Code to a Compliance Chief.

  The Company will not allow retaliation against anyone for
reports made in good faith.

  7.   COMPLIANCE STANDARDS

  You should communicate any suspected violations of this Code
promptly to a Compliance Chief. Violations will be investigated
by the Board of Directors or by persons designated by the Board
of Directors, and appropriate disciplinary action will be taken
in the event of any violations of this Code, including
termination of employment or, in the case of any Covered Officer
who also is a director, refusal by the Board to nominate such
director for re-election.

  8.   WAIVER OF CODE OF BUSINESS CONDUCT AND ETHICS

  Any waiver of this Code may be made only by the Board of
Directors and must be disclosed either on a Current Report on
Form 8-K within the period required by that Form or in any other
manner permitted by the S.E.C.