EXHIBIT 14.2

                            CODE OF BUSINESS CONDUCT

INTRODUCTION

This Code of Business Conduct applies to FindWhat.com and its consolidated
subsidiaries, together referred to below as "our company."

We expect each employee to use sound judgment to help us maintain appropriate
compliance procedures and to carry out our business in compliance with laws and
high ethical standards. Each employee of our company is expected to read this
code and demonstrate personal commitment to the standards set forth in this code
of conduct.

Our officers and other supervising employees are expected to be leaders in
demonstrating this personal commitment to the standards outlined in this code
and recognizing indications of illegal or improper conduct.

All employees are expected to report appropriately any indications of illegal or
improper conduct.

An employee who does not comply with the standards set forth in this code may be
subject to discipline in light of the nature of the violation, including
termination of employment.

The Code of Business Conduct is not a contract and is not intended as a detailed
guide for all situations you may face. You are also expected to comply with our
employee handbook and other workplace rules we may from time to time
communicate, all of which supplement this code of business conduct.

HOW TO REPORT YOUR CONCERNS

o    Where to Direct Questions. If you have questions about this code or
     concerns about any of the matters listed here, please first consider
     speaking with your immediate manager or supervisor. If you do not wish to
     communicate with that person on the matter, please feel free to contact any
     member of our management, or personnel in the human resources department.

o    Good Faith Concerns Are Protected. We encourage each of our employees to
     report any concerns that others in our company or our agents may have
     engaged in illegal or unethical conduct relating to our business. We do not
     discriminate against employees who reasonably believe there has been
     illegal or unethical conduct and who in good faith report these concerns to
     us.

o    Federal Law Protects Assistance in Investigations. Under federal law, our
     company may not discharge or otherwise discriminate against an employee for
     any lawful act by the employee to provide information, or assist, in an
     investigation of conduct the employee reasonably believes to be a violation
     of federal securities and other listed


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     laws. This applies to an investigation conducted by us, by any federal
     agency, or by a member of Congress or its committees. It is also unlawful
     for any person, knowingly and with intent to retaliate, to interfere with
     the lawful employment or livelihood of another person for providing to any
     law enforcement officer any truthful information relating to possible
     violations of any federal law.

o    False Claims Are Prohibited. However, it is a violation of our standards
     for any employee to communicate a report claiming illegal or unethical
     conduct which the employee knows to be false.

o    Prompt Reporting of Concerns. We encourage all employees to report promptly
     all violations of this code to an appropriate person or persons under the
     circumstances. We expect all employees to be accountable for adherence to
     this code, including the responsibility to report violations.

o    Where to Report Your Concerns. If you wish to report or discuss any problem
     concerning our company or the matters outlined below, please promptly
     inform your supervising manager, or report the matter to our Vice President
     or Director of Human Resources via telephone at 239.561.7229 or email
     HR@findwhat.com. If you wish to communicate any matter anonymously, you are
     free to do so, and we will maintain the confidentiality of your
     communication to the extent possible under applicable laws. Communications
     intended to be confidential should be mailed in writing without indicating
     your name or address to Vice President or Director of Human Resources, 5220
     Summerlin Commons Blvd., Suite 500, Fort Myers, FL 33907.

o    Audit Committee Available to Hear About Accounting Matters. In addition to
     the above, if you have concerns about accounting, internal accounting
     controls, or auditing matters relating to our company, you are also free to
     contact the audit committee of our board of directors directly. Inquiries
     or communications intended to be anonymous should be mailed in writing
     without indicating your name or address to Chairman of the Audit Committee
     of FindWhat.com, Attention, Frederick E. Guest II, 10 West 66th St., New
     York, NY 10023 .

OUR COMMITMENT TO STOCKHOLDERS

         We expect our employees to share a commitment to protect our assets and
manage our business in the best interests of our stockholders.

     o   Accuracy of our records and reporting: All financial and other business
         information pertaining to our company must be accurately recorded, all
         financial records and transactions must adhere to our system of
         internal controls and accounting requirements, and no one shall enter
         any false or artificial information in our records or reporting
         systems. All company information must be reported honestly and
         accurately, whether in internal personnel, safety, or other records or
         in information we release to the public or file with government
         agencies.


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     o   Disclosure Controls and Procedures. We are required by SEC rules to
         maintain effective "disclosure controls and procedures" so that
         financial and non-financial information we are required to report to
         the SEC is timely and accurately reported both to our senior management
         and in the filings we make. All employees are expected, within the
         scope of their employment duties, to support the effectiveness of our
         disclosure controls and procedures. To that end, it is our policy to
         promote the full, fair, accurate, timely and understandable disclosure
         in reports and documents that we file or furnish with the SEC and
         otherwise communicate to the public.

     o   Prohibition on Improper Influence on Conduct of Audits. It is against
         our policy and a violation of SEC rules for any of our officers or
         directors, or any person acting under their direction, to coerce,
         manipulate, mislead, or fraudulently influence the independent auditors
         selected to audit or review our financial statements when the officer,
         director or other person knew or should have known that the action, if
         successful, could result in rendering our financial statements
         materially misleading.

     o   Stock Trading and Confidential Information Policy. The company's stock
         trading policy prohibits any employee who is aware of material
         nonpublic information concerning the company, or concerning third
         parties with whom the company does business, from buying or selling
         securities of our company or of those third parties (until after the
         material information has been fully disclosed to the public). Employees
         must not disclose or "tip" any of this material nonpublic information
         to family, friends or others outside the company. (However, the trading
         restriction on our company securities would not apply to sales or
         purchases in accordance with a "trading plan" validly adopted in
         compliance with applicable SEC Rule 10b5-1.)

o    No Selective Disclosure. In addition, SEC rules also prohibit selective
     disclosure of material nonpublic information to those outside the company
     in most circumstances. Therefore, all employees are expected to assist the
     company in keeping all material nonpublic information about the company
     strictly confidential unless and until the company makes an authorized
     press release or other authorized public communication or filing.

o    Information to the Public. Our policy is to provide timely public
     dissemination of material information about our business only through our
     employees authorized for this purpose. Employees are not under any
     circumstance to discuss the company's financial, business or other
     information with the press (except for those employees expressly authorized
     for this purpose) or on any internet or other "discussion board," "chat
     room," or similar forum. Requests from the media, analysts or stockholders
     about our company must be forwarded to our Director of Marketing and
     Communications or our VP of Finance at 239.561.7229 for review by our staff
     having responsibility for these matters.


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     o   Protection of Company Assets. Each employee is personally responsible
         to use our company's assets only for our lawful, corporate purposes
         approved by management. All employees should help our company protect
         its assets from misuse, theft, damage or other loss. Improper or
         unauthorized personal use of company assets is prohibited.

     o   Intellectual Property. Employees should help our company maintain the
         value of its intellectual property by using care to keep our trade
         secrets and other nonpublic information confidential, and limit access
         to nonpublic information to those authorized to use it in their duties
         for the company. If customers or suppliers provide nonpublic
         information to us in their dealings with us, our employees are expected
         to protect that information in the same manner as our company's
         property.

     o   Communications. Employees are expected to use appropriate judgment and
         discretion in their email, memos, notes, and other formal and informal
         communications relating to our business. Communications relating to our
         business must avoid inappropriate or derogatory comments about other
         individuals or companies, unprofessional language, and unauthorized
         financial, legal or business statements.

     o   Retention of Records. Employees are expected to follow the records
         retention and destruction policies that we implement and communicate
         from time to time. It is our company's policy not to destroy or alter
         our records or documents (whether in paper form, emails, or otherwise)
         in response to or in anticipation of any legal proceeding or government
         inquiry or investigation. Federal criminal liability may be imposed on
         any person who:

o    corruptly alters, destroys, mutilates or conceals a record, document or
     other object with the intent to impair its availability for use in an
     official proceeding, or

o    knowingly alters, covers up, falsifies or makes a false entry in any
     record, document or tangible object with the intent to impede or obstruct
     the investigation or administration of any matter by a federal government
     agency or bankruptcy court.

OUR COMMITMENT TO CUSTOMERS AND BUSINESS PARTNERS

         We are committed to excellence in service and performance for our
customers, and building mutually advantageous alliances with our business
partners.

o    Customer Relationships. Our policy is to build lasting relationships with
     our customers through superior delivery and execution, and honest sales and
     marketing. We will comply with applicable advertising laws and standards,
     including a commitment that our advertising and marketing will be truthful,
     non-deceptive, and fair, and will be backed up with evidence before
     advertising claims are made. Our policy also prohibits making false or
     deceptive statements about our competitors, and


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     giving or accepting kickbacks, bribes, inappropriate gifts and other
     matters prohibited under the conflict of interest topic in this code.

o    Protecting Information about Others. We are committed to treating
     confidential information of our customers and business partners with at
     least the care we use to protect our own proprietary or confidential
     information. All employees are expected to use sound judgment in limiting
     access to confidential information about our customers and business
     partners to those individuals in our company who need to know this
     information to carry out their jobs.

o    Commitment to Quality. Our long term reputation and business viability
     depend upon our continued maintenance of high quality in the products and
     services we provide. We are committed to deliver our products and services
     only in accordance with the documentation, quality control, and other
     procedures we maintain from time to time.

o    Special Concerns with Government Customers. Special legal and contracting
     rules usually apply to our dealings with domestic and foreign government
     agencies. Many national, state or other local government agencies impose
     bidding or procurement requirements, special billing and accounting rules,
     and restrictions on subcontractors or agents we may engage. Domestic or
     foreign laws or regulations may also impose strict limits on any kind of
     benefits or gifts offered to officials, including limitations on hiring
     former government officials or their family members. Our employees who deal
     with domestic or foreign government agencies are expected to know the laws
     applicable to these business activities, and to use sound judgment to avoid
     any violations of the letter or spirit of the laws prohibiting corrupt
     practices in connection with government contracting.

o    Suppliers. Our contracts with suppliers of products and services to us are
     to be based exclusively on the best interests of our company and its
     business, reflect a fair price for the deliverables provided to us, and
     documented in accordance with appropriate approval, contracting and
     internal control procedures.

o    Business with Third Parties. We expect that our consultants, agents,
     resellers, distributors, subcontractors, and other business partners will
     adhere to lawful and ethical business practices. It is important to our
     company's reputation that we avoid doing business with companies which
     violate applicable laws or have reputations which could harm our business.
     Our policy prohibits engaging agents or other third parties to do
     indirectly what we as a company should not do under our own policies
     outlined in this code.

OUR COMMITMENT TO EACH OTHER

         We expect each employee to promote a positive working environment for
all.


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o    Respect for Our Employees. Our company's employment decisions will be based
     on reasons related to our business, such as job performance, individual
     skills and talents, and other business-related factors. Our company policy
     requires adherence to all national, state or other local employment laws.
     Our company policy prohibits discrimination in any aspect of employment
     based on race, color, religion, sex, sexual preference, marital status,
     national origin, disability or age, within the meaning of applicable laws.

o    Abusive or Harassing Conduct Prohibited. Our company policy prohibits
     abusive or harassing conduct by our employees toward others, such as
     unwelcome sexual advances, comments based on ethnic, religious or racial
     aspects, or other non-business, personal comments or conduct which make
     others uncomfortable in their employment with us. We encourage employees to
     report harassment or other inappropriate conduct as soon as it occurs.

o    Health and Safety. We expect all employees to help us to maintain a healthy
     and safe working environment and to report promptly any unsafe or hazardous
     conditions or materials, injuries, and accidents connected with our
     business. Employees must not work under the influence of any substances
     that would impair the safety of others. All threats or acts of physical
     violence or intimidation are prohibited.

COMPETITION

         We are committed to compete effectively, but lawfully, in our business
markets.

o    Compliance with Antitrust Laws. Our company and its employees must comply
     with the antitrust and unfair competition laws of the countries in which
     our company engages in business. These laws vary by country and can be
     complex. Employees having roles which may implicate antitrust laws are
     responsible for knowing the laws that apply to their business activities,
     and should speak to the company's Chief Operating Officer at 239.561.7229
     if any questions arise. Generally, these laws prohibit or regulate:
     attempts to monopolize or otherwise restrain trade, selling products below
     cost, price fixing or other agreements with competitors that would divide
     or allocate customers or otherwise harm customers, "tying" arrangements
     that require a customer who wishes to buy a given product to buy other
     products or services, artificially maintaining prices, and certain other
     overly restrictive agreements. Our employees must not exchange nonpublic
     sales information with competitors.

o    Fair Methods of Competition. Our company is committed to competition on a
     lawful and ethical basis. Our employees must not use improper or illegal
     means of gaining competitive information that is confidential or
     proprietary information owned by others. Our employees must not use or
     disclose confidential or proprietary information which they may have from
     past employment with other employers.

CONFLICTS OF INTEREST


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         We expect all of our employees to avoid allowing their private
interests to interfere, or appear to interfere, with the interests of our
company as a whole. It is our policy to promote the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships.

o    Generally. Employees are expected to make or participate in business
     decisions and actions in the course of their employment with us based on
     the best interests of our company as a whole, and not based on personal
     relationships or benefits. Although some general guidelines are provided in
     this code, our employees are expected to apply sound judgment to avoid
     conflicts of interest that could negatively affect our company or its
     business, whether or not we have specific rules for that particular
     situation. Employees are expected to disclose to us any situations that may
     involve inappropriate or improper conflicts of interests affecting them
     personally or affecting other employees or those with whom we do business,
     as described under "How to Report Your Concerns."

o    Business Referrals. No employee of our company may personally attempt to
     give or steer our company's business transactions to companies in which a
     family relative or personal friend has a financial or other interest.

o    Personal Investments. Generally, our employees must avoid investments in
     other companies with which our company does business if these investments
     could create the fact or appearance of a conflict of interest. Investing in
     relatively small positions of publicly traded securities of other companies
     is generally not prohibited so long as there is no violation of our company
     policy relating to trading while in possession of material nonpublic
     information about other companies.

o    Corporate Opportunities. Employees must also refrain from purchasing
     property or otherwise taking for themselves personally a business
     opportunity that they learn about through their employment with us or use
     of our company's information.

o    Prohibited Competition. Employees may not compete with us during the term
     of their employment, and may not initiate any steps to compete with us
     while still employed by our company.

o    Outside Compensation and Activities. While employed by us, our employees
     must not work for or seek or accept personal payments from any customer,
     supplier, competitor, distribution partner, advertiser or other business
     partner of our company, except as approved in writing by an authorized
     officer or manager of our company. Trade secrets and other nonpublic
     know-how and information learned at our company must not be used in
     activities outside our company or in other ways that could harm our
     business.

o    Outside Board Service. Employees are required to obtain prior written
     authorization from our company for service as a director, general partner,
     manager, officer or


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     similar position with any privately-held or public business entity or as an
     appointee to any kind of governmental or quasi-governmental agency or body.
     Service solely as a director or trustee of nonprofit corporations engaged
     in charitable activities does not require approval unless that activity
     could involve improper conflicts of interest. This restriction does not
     apply to our non-employee directors who disclose their relationships to us.

o    Gifts and Gratuities. Our employees must not seek or accept gifts or
     gratuities in the form of services or other items of value from our
     customers, other business partners or other parties with whom our company
     contracts. Our employees must not offer or give anything of value that
     could be or appear to be a bribe or otherwise illegal payment. These
     prohibitions do not apply to items of truly nominal value such as generally
     free promotional items, assuming these items are not otherwise prohibited
     by applicable law or custom. Employees should never accept anything that
     would appear to create a conflict of interest. In the unusual situation
     where refusal to accept a true gift might hurt our business, be sure to
     consult the appropriate officer or manager of our company concerning the
     proper means of resolving the situation.

o    Business Entertainment. Extending or accepting invitations to reasonable
     meal, public event and similar business activities incurred for bona fide
     business purposes are generally acceptable, assuming the costs are not
     disproportionate to the business purpose and otherwise do not create the
     fact or appearance of a conflict of interest. Our employees are expected to
     avoid sponsoring or accepting invitations to highly expensive events funded
     with corporate funds or personal celebrations such as birthday parties with
     costs paid with corporate funds at which the business purpose may appear
     incidental. Attending entertainment events that may appear contrary to
     professional standards of conduct should be avoided. Government officials
     should not be invited to entertainment events without first assuring that
     appropriate management of our company approves the invitation and confirms
     that it is not prohibited by law.

o    Travel. Employees are expected to comply with our company's travel policies
     in effect from time to time. We expect that all travel-related expenses
     must be used, accurately reported and recorded in compliance with these
     policies. If these expenses are to be paid by a customer or other business
     partner of ours, or if you wish to pay the expenses of your customer or
     other business contact, or any representative of a government agency,
     traveling to our location, your manager or a company officer must approve
     these in advance.

LEGAL COMPLIANCE GENERALLY

         We expect our employees to be committed to pro-active compliance with
all applicable laws and regulations affecting our company and its business. In
addition to the laws referred to elsewhere in this code:


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o    General Standard of Compliance. Our employees must comply with all
     applicable laws and regulations in every location in which we conduct our
     business. Competitive factors, personal goals, and pressure from
     supervisors, customers or others shall never be an acceptable excuse for
     violating applicable laws. Our company is a corporation organized in the
     United States of America and our subsidiaries are organized under various
     U.S. and non-U.S. laws. U.S. laws often extend to the operations of our
     company and its subsidiaries throughout the world, and wherever our
     employees live. Laws of other countries may also apply outside the borders
     of those countries. If you encounter a conflict in laws of two or more
     countries that may apply to our operations, please consult company legal
     counsel for help in resolving that conflict.

o    Prohibited Corrupt Practices. Our company and employees must comply with
     the United States Foreign Corrupt Practices Act and other anti-corruption
     laws that apply wherever we do business. Our employees and agents must not
     directly or indirectly offer or make a corrupt payment to any domestic or
     foreign government official, political party or candidate, or employee of
     any enterprise owned or controlled by a government agency, for the purpose
     of influencing any official act or inaction, or obtaining, retaining or
     directing business. Our employees must not engage in any form of fraud,
     including but not limited to embezzlement, theft, hiding or misuse of
     company assets, or falsification of records.

o    Prohibited Political Contributions. Unless first approved by an executive
     officer of our Company, none of our employees shall contribute in our
     company's name or on our company's behalf, any cash, services or property
     of any kind for or in support of any political candidate, committee,
     initiative, or activity. No lobbying efforts or contracts shall be
     undertaken in our company's name or on our company's behalf without the
     prior approval of Board of Directors.

o    Prohibited Loans to Executive Officers and Directors. It is unlawful for
     our company, directly or indirectly, to extend or maintain credit, to
     arrange for the extension of credit, or to renew an extension of credit, in
     the form of a personal loan to or for any director or executive officer of
     our company. However, an extension of credit maintained by us on July 30,
     2002, is not prohibited provided that there is no material modification, or
     any renewal, of the extension of credit after that date.

o    Import and Export Restrictions. Our company and its employees must comply
     with applicable restrictions under domestic and foreign laws relating to
     importing or exporting technology, products, services, or regulated
     information. Employees engaged in import or export transactions for our
     company are expected to know and abide by applicable import/export and
     similar restrictions.

o    Environmental Laws. We respect the policies and requirements of domestic
     and foreign laws aimed at protecting the environment. We expect a
     commitment from our employees to report appropriately any violations of
     environmental laws and any


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     exposure to hazardous materials or substances which are not being handled
     or disposed of properly.

o    Intellectual Property Laws. We expect our employees to conduct our business
     and use our business systems and facilities in ways that avoid any
     violations of copyright, trademark, service mark, patent, trade secret or
     other intellectual property rights held by third parties.

o    Money Laundering Prevention. People engaged in certain criminal activities
     such as illegal drugs and fraud may try to disguise proceeds of their
     crimes as legitimate funds. Many countries including the U.S. have enacted
     laws against money laundering that prohibit businesses from accepting or
     processing proceeds of criminal activities. Some of these laws require the
     reporting of defined cash or other suspicious transactions. Our employees
     responsible for documenting customer transactions should use due care to
     "know your customer," follow proper procedures for documenting the source
     and manner of payment, and otherwise help our company avoid transactions
     that may involve illegal money laundering.

     o   Software Development. Our software products must be free and clear of
         any improper copying or unauthorized use of software code or
         confidential information owned by third parties. It is against company
         policy intentionally to adopt the "look and feel" of software or other
         products of third parties. Our employees engaged in the development,
         implementation and maintenance of our software must avoid any actions
         that would impair our rightful ownership of our software or our
         reputation for providing reliable, proprietary software products.

OUR COMMUNITIES

         We respect our employees' involvement in the community, charity and
political activities and causes they may choose, so long as these activities do
not interfere with job responsibilities to us. No employee may represent that
the employee's views or activities represent our company. Our employees must not
engage in any unwanted solicitations or pressure toward other employees relating
to charitable, religious or political causes.

WAIVERS REQUESTED BY OUR OFFICERS AND DIRECTORS

         This code applies to our directors and officers as well as to our
employees generally. Our directors are expected to abide by the principles of
this code, within the scope of their duties as directors, as if they were
employees of our company. Any waiver of this code of conduct for any individual
officer or director of our company must be approved, if at all, by our board of
directors. Any such waivers granted, as well as substantive amendments to this
code, will be publicly disclosed by appropriate means in compliance with
applicable listing standards and SEC rules.

ENFORCEMENT


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         It is our policy to promote and implement prompt and consistent
enforcement of this code, fair treatment for persons reporting questionable
behavior, clear and objective standards for compliance, and a fair process by
which to determine violations.

         We appoint and maintain the Vice President or Director of Human
Resources as compliance officer. The compliance officer has access to management
and the board, and reports to and is overseen by our audit committee. The
principal responsibilities of the compliance officer are to oversee our
compliance program, investigate reports of possible violations, and provide
periodic reports and evaluations of the effectiveness of this program to the
Audit Committee of the company's board of directors.

         All reports we receive relating to this code of conduct or other
potential violations of law or ethics are sent to the compliance officer. The
compliance officer initially screens and evaluates all reports. If the
compliance officer has information indicating that it is reasonably possible
that a violation has occurred, the compliance officer will (a) conduct an
investigation to determine whether a violation actually occurred, and (b) report
to the Audit Committee with a summary of each matter as to which an
investigation is to be undertaken and a recommendation as to action, if any, to
be taken by management.

         In each case in which the Audit Committee determines that a violation
in fact occurred, the Audit Committee will require that management implement
enforcement action that it believes appropriate. Enforcement responses will be
measured in the business judgment of the Audit Committee based on the nature of
the violation, personnel involved, and other circumstances. In each case in
which the Audit Committee determines that an executive officer or director has
committed a violation, an appropriate report of the matter shall be made to the
full board of directors at the board next meeting.

         While it is not practical to specify in advance detailed consequences
for every possible violation, the Audit Committee shall implement policies under
which:

     o   all directors, officers and other employees are equally responsible for
         adherence to the code of conduct consistent with the scope of their
         respective positions with our company,

     o   enforcement action will be implemented for violations which the audit
         committee determines to have occurred,

     o   individuals will be subject to discipline if they fail to exercise due
         care within the scope of their respective positions with our company to
         detect and report violations by others, and

     o   enforcement consequences will vary depending on the nature, severity
         and willful nature of the violation.

         Enforcement consequences may include:


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     o   warnings for inadvertent or non-intentional acts which do not
         materially harm our company,

     o   enforcement action in response to serious violations, including
         demotion, compensation reduction, or termination of employment; legal
         action to recover damages incurred by our company; and/or reporting of
         illegal conduct to appropriate government agencies.

         Our Audit Committee will meet as often as reasonably needed to review
any reports of violations from the compliance officer, and will meet at least
annually to review and evaluate reports from the compliance officer concerning
the adequacy of the code of conduct and related compliance procedures.

         The Audit Committee's periodic review will also consider:

     o   effectiveness of the code to reduce the prospect of misconduct,

     o   continued qualifications of the compliance officer or any proposed
         successor,

     o   effective communication of the code and related compliance policies to
         all employees and new hires via training programs and other
         communications,

     o   degree of support for our compliance program from senior management,
         and

     o   assessment of the compliance program's effectiveness in achieving
         consistent and fair enforcement in response to discovered violations
         and in preventing future violations.