Corporate Governance

Leadership Team

Kevin Hauser, Chairman, President and Chief Executive Officer

In August 2010, Kevin was appointed MedeFile's new Chief Executive Officer, the post formerly held by his father and Company founder, Milton Hauser, who stepped down following a personal health crisis. Prior to assuming the helm of the Company, Kevin was a key member of the executive management team, serving as MedeFile's Vice President of Sales, Marketing and New Business Development since 2005. In this capacity, he helped to design, develop and implement strategies and programs aimed at establishing the MedeFile brand on a global basis. Among his many diverse responsibilities, he led a three-year series of consumer focus groups and conducted several in-depth industry market studies, helping to define "must-have" features and functionality of the MedeFile iPHR platform. In addition, Kevin was charged with pursuing strategic business partnerships capable of enhancing the Company's brand-building and marketing efforts, which has since resulted in several important teaming arrangements being secured by the Company.

Kevin was also instrumental in the conception and commencement of MedeFile's Quality of Care program, a strategic physician-focused initiative designed to educate patients on the benefits of MedeFile's iPHR solution, promote new annual subscribers and generate a profitable new revenue channel for care providers. Since becoming CEO, Kevin has remained largely focused on executing a broad range of commercialization strategies to drive MedeFile subscription growth and build enduring long term value for the Company's stockholders.

Prior to joining MedeFile, Kevin earned distinction in the securities industry, working primarily at Raymond James Financial Services. In 1996, Kevin established a branch office for Raymond James in New York City's Wall Street district, which rapidly became one of the firm's top producing branches in the country. Earning placement in Raymond James' President Club, he was the youngest Independent Sales Associate to receive that honor at that time.

Advisory Board

Michael S. Delin, Director

After providing specialty consulting services to the management team, Michael joined MedeFile's Board of Directors in December 2008. He is the sole proprietor and operator of an accounting and tax preparation service. He also currently serves as the Chief Financial Officer of a construction company that is based in Southwest Florida. Michael is a graduate of the University of South Florida where he earned a Bachelor of Arts degree in Accounting.

Barbara A. DeBuono, M.D., M.P.H. - Advisor

Dr. DeBuono is visiting professor at the George Washington University School of Public Health and Health Services in the Departments of Health Services Management and Leadership and Global Health. She is also currently serving as Interim Chair of the Department of Prevention and Community Health.

Previously, Dr. DeBuono served as Executive Director, Public Health and Government at Pfizer Inc. and was responsible for creating and managing public-private partnership programs in public health innovation, education, and research. She also served as Commissioner of Health for the State of New York in the first term of Governor George Pataki, after serving as Director of Health in Rhode Island in the Cabinet of Governor Bruce Sundlun. In both roles, Dr. DeBuono led efforts to develop Medicaid Managed Care and SCHIP programs and crafted HIV, immunization and breast and cervical cancer prevention policies. She has served on many health policy boards, among them the Advisory Committee to the Director of the Centers for Disease Control, the Center for Health Policy Development, and the Partnership for Prevention. She is a Fellow of the American College of Physicians and has been published extensively in numerous peer review journals, including Journal of the American Medical Association, The New England Journal of Medicine, Journal of Public Health Policy, and American Journal of Public Health.

Richard L. Farren - Advisor

Richard has been a member of the New York City law firm of McLaughlin & Stern, LLP since 1990. In the health care field, he has represented a number of major New York City hospitals in administrative proceedings and offered counsel to a number of physicians in all aspects of their practice. In addition, he has worked with a medical HMO; several diagnostic and treatment centers in administrative law matters; a company specializing in electronic medical record billing for physicians in various matters, including antitrust and unfair competition concerns; the organization of an independent practice association for skilled nursing facilities in New York State; and the medical staff of a prominent New York City hospital in connection with its reorganization in a Federal Chapter 11 proceedings. Richard is a graduate of the Phillips Exeter Academy; a graduate of Yale University where he earned a Cum Laude B.A. in History; and a graduate of the Harvard Law School, where he served as Editor-in-Chief of the Harvard Law School Yearbook for two years.

Howard Mofshin - Advisor

A globally recognized direct response marketing icon and emerging growth trends analyst, Howard is the co-founder of one of the fastest growing companies in America – Cash4Gold. He is a noted entrepreneur, in-demand public speaker and successful venture capitalist whose innovations in direct response marketing have resulted in his being featured in numerous articles in national publications that have included AdAge, Smart Business, USA Today and The Washington Post, among others.

Nominated for Ernst and Young's Entrepreneur Of The Year Award after engineering the Kellogg Award-winning "Cash4Gold" Super Bowl commercial featuring MC Hammer and Ed McMahon – the first direct response commercial ever to reach such a large audience – Howard is a sought after speaker for direct response and venture growth conferences around the world and is widely hailed for his talent at identifying emerging growth trends in business. He joined MedeFile's advisory board in July 2010 and continues to provide the Company's management team with critical guidance and direction on effectively developing and executing a long term, results-oriented marketing agenda.

Dr. Gurinder Shahi, M.D - Advisor

The Co-Founder and Chief Marketing Officer of Rhapsody Holdings, LLC, Dr. Shahi has served as an advisor and consultant to the World Bank and the World Health Organization, as well as governments, corporations and foundations on such progressive health issues as health systems, life science technology innovation/ commercialization management and biotech industry development. Dr. Shahi's book, "BioBusiness in Asia: How Asia Can Capitalize on the Life Science Revolution," has been used as a blueprint for biotechnology industry development in several countries around the world. He has also been actively involved in providing strategic guidance to a range of start-up enterprises and in helping a growing number of U.S., European and Australian enterprises to establish strategic alliances and build their operations in Asia.

With degrees from Harvard and the National University of Singapore, Dr. Shahi served as the Director of Operations and Program Development of the International Vaccine Institute, and was the founding Executive Director and Coordinator of The Asia-Pacific International Molecular Biology Network, as well as the founding Director of the Global BioBusiness Initiative. The author of over 60 published articles in the field, Dr. Shahi is a frequent presenter and speaker at international healthcare conferences worldwide and is presently working on several new initiatives dedicated to the development of technology solutions for health and wellness management.

Code of Ethics

CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, FINANCIAL MANAGERS AND OTHER EMPLOYEES

MedeFile International, Inc. (the "Company") has adopted this Code of Ethics ("Code") for the following purposes: to deter wrongdoing and to promote the honest and ethical conduct of all the Company's employees, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely and understandable disclosure in public reports and communications issued by the Company; and to promote compliance with all applicable laws, rules and regulations. This Code is being adopted in order to comply with Section 406 of the Sarbanes-Oxley Act of 2002, related rules promulgated by the Securities and Exchange Commission.

This Code is applicable to all employees. In addition, certain provisions of this Code are specifically directed to the Company's Chief Executive Officer, Chief Financial Officer and financial managers. All employees are expected to abide by this Code. Although this Code provides standards of conduct for many situations, it does not cover all possible situations that may arise. Accordingly, all employees are expected to conduct themselves in a manner consistent with the spirit and letter of this Code and avoid even the appearance of improper behavior.

All the Company's employees must become familiar with, and abide by this Code. Each existing employee and each new employee, when hired, must certify, as a condition of employment, that he or she has received, read, understands, and agrees to comply with the Code. Failure to provide a timely certification constitutes a violation of the Code and can result in disciplinary action. When there is any doubt whether a particular transaction or course of conduct complies with or is subject to this Code, the employee should consult the Chairman of the Audit Committee.

The CEO, CFO and financial managers are responsible for maintaining the Company's accounting records in accordance with all applicable laws, and ensure that the accounting records are proper, supported, classified, and do not contain any false or misleading entries.

The CEO, CFO and financial managers are responsible for the Company's system of internal financial controls and shall promptly bring to the attention of the Chairman of the Audit Committee, any information he or she may have concerning:

• significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial data; and
• 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 control over financial reporting.

The CEO, CFO and all financial managers are responsible for full, fair, accurate, timely and understandable disclosure in:

• reports and documents that the Company files with or submits to the SEC; and
• the Company's other communications with the public, including both written and oral disclosures, statements and presentations.

The following guidelines for employees are to assist in the implementation of this provision:

• No employee may make any false or misleading entry in the Company's books and records;
• No employee may approve or make any payment with the agreement or understanding that any part of such payment is to be used for any purpose other than that described by the documents supporting the payment; and
• No employee shall use the Company's funds for any unlawful purpose.

The CEO, CFO, all financial managers and employees are not permitted, directly or indirectly, to take any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified public accountant engaged in the performance of an audit or review of the financial statements of the Company that are required to be filed with the SEC if such person knew or was unreasonable in not knowing that such action could, if successful, result in rendering such financial statements materially misleading. For purposes of this Code of Ethics, actions that "could, if successful, result in rendering such financial statements materially misleading" include, but are not limited to, actions taken at any time with respect to the professional engagement period to fraudulently influence, coerce, manipulate, or mislead an auditor:

• to issue a report on the Company's financial statements that is not warranted in the circumstances (due to material violations of generally accepted accounting principles, generally accepted auditing standards, or other applicable standards);
• not to perform audit, review or other procedures required by generally accepted auditing standards or other applicable professional standards;
• not to withdraw an issued report; or
• not to communicate matters to the Audit Committee.

The CEO, CFO, each financial manager and each employee shall promptly bring to the attention of the Chairman of the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company or its employees or agents, or any violation of this Code of Ethics.

The CEO, CFO, financial managers and employees shall not, during the term of their employment with the Company, compete with the Company and may never let business dealings on behalf of the Company be influenced, or even appear to be influenced, by personal or family interests. The CEO, CFO, financial managers and employees shall promptly bring to the attention of the Chairman of the Audit Committee any information he or she may have concerning 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.

The Company is committed to complying with both the letter and the spirit of all applicable laws, rules and regulations. The Company intends to prevent the occurrence of conduct not in compliance with this Code of Ethics and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Allegations of non-compliance will be investigated whenever necessary and evaluated at the proper level(s). Those found to be in violation of this Code of Ethics, including failures to report potential violations by others, are subject to appropriate disciplinary action, up to and including termination of employment. Criminal misconduct may be referred to the appropriate legal authorities for prosecution.

The Company will strive to keep confidential the identity of anyone reporting a possible violation. To facilitate the fullest compliance possible, and encourage employees to ask questions when presented with potential violations, the Company will not tolerate retaliation against any employee asking questions or making a good faith report in an attempt to comply with this code. Open communication of issues and concerns by all employees without fear of retribution or retaliation is vital to the successful implementation of this Code. All employees are required to cooperate with internal investigation of misconduct and unethical behavior.

Any waiver of this Code of Ethics may be made only by the Audit Committee and will be promptly disclosed as required pursuant to federal securities laws, regulations and applicable listing standards.

Whistle Blower Policy

All employees are encouraged to report either orally or in writing to their immediate supervisor, or appropriate manager, all evidence of activity by a company department or employee that may constitute:

• Instances of corporate fraud;
• Unethical business conduct;
• A violation of State or Federal law;
• Substantial and specific danger to the employee's or public's health and safety; or
• A violation of the Company's Code of Ethics.

Any employee who, in good faith reports such incidents as described above will be protected from threats of retaliation, discharge, or other types of discrimination including but not limited to compensation or terms and conditions of employment that are directly related to the disclosure of such reports. In addition, no employee may be adversely affected because the employee refused to carry out a directive which, in fact, constitutes corporate fraud or is a violation of State or Federal law.

If you want to report evidence of alleged improper activity as described, you should contact your immediate supervisor, or the supervisor's manager. In instances where you are not satisfied with the supervisor or manager's response, or are uncomfortable for any reason addressing such concerns to your supervisor or the manager of such supervisor, you may contact the current Chairman of the Audit Committee via email at msdelin@comcast.net. Employees are encouraged to provide as much specific information as possible including names, dates, places, and events that took place, the employee's perception of why the incident(s) may be a violation.

Any complaint regarding accounting, internal accounting controls, auditing matters or other concerns regarding questionable accounting will require that the following procedures are followed:

1. Promptly forward to the Audit Committee any complaints that it has received regarding financial statement disclosures, accounting, internal accounting controls or auditing matters.
2. Any employee may submit, on a confidential, anonymous basis if the employee so desires, any concerns regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Code of Conduct. All such concerns shall be reported in accordance with the Company's Problem Resolution Procedures.
3. Following the receipt of any complaints submitted hereunder, the Audit Committee will take such action as it deems appropriate, including corrective and disciplinary actions, which may include, alone or in combination, a warning or letter of reprimand, demotion, loss of merit increase, bonus or stock options, suspension without pay or termination of employment.
4. The Audit Committee may enlist employees of the company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Code of Ethics for Senior Financial Officers or Code of Business Conduct. In conducting any investigation, the Audit Committee shall use reasonable efforts to protect the confidentiality and anonymity of the complainant.
5. The Company does not permit retaliation of any kind against employees for complaints submitted hereunder that are made in good faith.
6. The Audit Committee shall retain as a part of the records of the Audit Committee any such complaints or concerns for a period of no less than two (2) years.

Corporate Events and Presentations

Past Investor Conference Presentations

• March 3-4, 2011: National Investment Banking Association 117th Investment Conference; Fort Lauderdale, Florida.
  Download Presentation
• June 21, 2011: National Eagles and Angels Association, New York City Chapter Meeting; New York, New York.
  Download Presentation

Market Rank	Market	Station	Ion	HH Coverage	Day Date	Daypart
1	New York, NY	WPXN	5.691.960	Monday	9/5/11-8/21/12	7a
2	Los Angeles, CA	KPXN	3.672.443	Monday	9/5/11-8/21/12	11a
				Thursday	9/1/11-8/24/12	11a
3	Chicago, IL	WCPX	2.434.345	Tuesday	8/30/11-8/22/12	10a
				Thursday	9/1/11-8/24/12	10a
4	Philadelphia, PA	WPPX	2.277.489	Monday	9/5/11-8/21/12	730a
				Thursday	9/1/11-8/24/12	1130a
5	Dallas, TX	KPXD	1.405.407	Tuesday	8/30/11-8/22/12	1030a
				Thursday	9/1/11-8/24/12	10a
6	San Francisco, CA/San Jose, CA	KKPX	2.037.992	Monday	9/5/11-8/21/12	7a
				Thursday	9/1/11-8/24/12	11a
7	Boston, MA	WBPX	2.098.591	Monday	9/5/11-8/21/12	7a
				Wednesday	8/21/11-8/23/12	730a
8	Atlanta, GA	WPXA	1.257.428	Monday	9/5/11-8/21/12	7a
				Thursday	9/1/11-8/24/12	11a
9	Washington DC	WPXW	1.564.160	Monday	9/5/11-8/21/12	7a
				Thursday	9/1/11-8/24/12	1130a
10	Houston, TX	KPXB	1.525.101	Wednesday	8/31/11-8/23/12	930a
				Friday	9/2/11-8/25/12	10a