EXHIBIT II

PRIVACY STATEMENT

This privacy statement discloses our privacy practices.

We do not read your subscribers private online communications. Modem Pops respects the confidentiality of your subscribers' private communications in private chat rooms, e-mail (including downloads), instant message conversations, telephone calls and messages, as well as any profile data that they may create, such as stock portfolio, About Me and My Bank information. Modem Pops does not read or disclose private communications except to comply with valid legal process such as a search warrant, subpoena or court order, to protect the company s rights and property, or during emergencies when we believe physical safety is at risk. Of course, what they write or post in public or member chat rooms and message boards is available not only to Modem Pops, but to all subscribers.

We collect personal information only through fair and lawful means and only with the knowledge and consent of the member.  We do not use any information about where your subscribers personally go on Modem Pops, or the Web, and we do not give that information out to others.

The Modem Pops system automatically gathers information about the areas that your subscribers visit on the service. We do not use any of this navigational data about where they - as individual subscribers - go on the service. Nor do we share any of this data with outside companies.

Modem Pops does use navigational information in the aggregate to understand how your subscribers as a group use the service so that we can make the service better. We may also share this statistical information with our partners or other outside companies, but in doing so, we do not disclose individual names or personal navigational information.

Modem Pops does not keep track of where subscribers go on the World Wide Web.

We do not give out your subscribers' telephone number, credit card information or screen names, unless a member authorizes us to do so. And we give subscribers the opportunity to correct their personal contact and billing information at any time.

Exceptions: Modem Pops will release specific information on subscribers' accounts only to comply with valid legal process such as a search warrant, subpoena or court order, or in special cases such as physical threat to them or others.

We take extra steps to protect the safety and privacy of children.

We use secure technology, privacy protection controls and restrictions on employee access in order to safeguard your subscribers' personal information.