Code of Ethics Applicable to the CEO, CFO, Controller and Financial Managers

Web2pro Corporation requires ethical conduct and the highest integrity in the practice of financial management throughout its operations. The Chief Executive Officer, Chief Financial Officer, Controller and Financial Managers hold an important and elevated role in corporate governance. They are uniquely positioned and empowered to ensure that the Company's, and its stockholders' interests are appropriately balanced, protected and preserved. This code provides principals that these officers must adhere to and advocate. This Code of Ethics is intended to supplement the Web2pro Corporation Code of Business Conduct and Ethics. As the Company's Chief Executive Officer, Chief Financial Officer, Controller or a Financial Manager, I will to the best of my knowledge and ability:

Embody and enforce this Code of Ethics

  • Ensure that this Code of Ethics is communicated at least annually throughout all financial departments
  • Promptly communicate any breach of this Code of Ethics to the Senior Vice President and General Counsel
  • Act at all times with honesty, integrity and independence, avoiding actual or apparent conflicts of interest in personal and professional relationships
  • Provide full, fair, accurate, complete, objective, timely and understandable financial disclosures in internal reports as well as documents filed or submitted to the Securities and Exchange Commission (SEC), any other government agency or self-regulatory organization, or used in public communications
  • Comply with all applicable governmental laws, rules and regulations including those of the SEC, as well as applicable rules of the New York Stock Exchange
  • Comply with the Company's policies and procedures
  • Act in good faith, responsibly, with due care, competence, diligence, and without knowingly misrepresenting material facts or allowing my better judgement to be subordinated
  • Protect and respect the confidentiality of information acquired in the course of my work except when authorized or otherwise legally obligated to disclose it. Confidential information acquired in the course of my work will not be used for personal advantage
  • Be recognizes as a responsible partner among peers which shall include sharing knowledge and maintaining professional skills important and relevant to stakeholder's needs
  • Responsibly use and control assets and other resources employed or entrusted to my supervision

By signing this statement, I acknowledge that I have read, understood, and agree to adhere to this Code of Ethics. I further understand that the Company's Board of Directors (or a dully designated committee of the Board) shall have the sole and absolute discretionary authority to approve any deviation or waiver from this Code. Violation of this Code, including failures to report potential violations by others, will be viewed as a severe disciplinary matter that may be grounds for termination from the Company. No one will be subject to retaliation because of a good faith report of suspected misconduct.


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  April ______, 2004