Code of Ethics and Business Conduct for Officers, Directors and Employees of
                  AMERICAN STELLAR ENERGY, INC.


     1.    Treat in an Ethical Manner Those to Whom American Stellar Energy,
            Inc. ("American Stellar") Has an Obligation

We are committed to honesty, just management, fairness, providing a safe and
healthy environment free from the fear of retribution, and respecting the
dignity due everyone.

For the communities in which we live and work we are committed to observe
sound environmental business practices and to act as concerned and responsible
neighbors, reflecting all aspects of good citizenship.

For our shareholders we are committed to pursuing sound growth and earnings
objectives and to exercising prudence in the use of our assets and resources.

     2.    Promote a Positive Work Environment

All employees want and deserve a workplace where they feel respected,
satisfied, and appreciated. We respect cultural diversity and recognize that
the various communities in which we may do business may have different legal
provisions pertaining to the workplace. As such, we will adhere to the
limitations specified by law in all of our localities, and further, we will
not tolerate harassment or discrimination of any kind   especially involving
race, color, religion, gender, age, national origin, disability, and veteran
or marital status.

Providing an environment that supports honesty, integrity, respect, trust,
responsibility, and citizenship permits us the opportunity to achieve
excellence in our workplace. While everyone who works for the Company must
contribute to the creation and maintenance of such an environment, our
executives and management personnel assume special responsibility for
fostering a work environment that is free from the fear of retribution and
will bring out the best in all of us. Supervisors must be careful in words and
conduct to avoid placing, or seeming to place, pressure on subordinates that
could cause them to deviate from acceptable ethical behavior.

     3.    Protect Yourself, Your Fellow Employees, and the World We Live In

We are committed to providing a drug-free, safe, and healthy work environment,
and to observe environmentally sound business practices. We will strive, at a
minimum, to do no harm and where possible, to make the communities in which we
work a better place to live. Each of us is responsible for compliance with
environmental, health, and safety laws and regulations. Observe posted
warnings and regulations. Report immediately to the appropriate management any
accident or injury sustained on the job, or any environmental or safety
concern you may have.

     4.   Keep Accurate and Complete Records

We must maintain accurate and complete Company records.  Transactions between
the Company and outside individuals and organizations must be promptly and
accurately entered in our books in accordance with generally accepted
accounting practices and principles.  No one should rationalize or even
consider misrepresenting facts or falsifying records. It will not be tolerated
and will result in disciplinary action.

     5.    Obey the Law

We will conduct our business in accordance with all applicable laws and
regulations.  Compliance with the law does not comprise our entire ethical
responsibility. Rather, it is a minimum, absolutely essential condition for
performance of our duties.  In conducting business, we shall:

          a.   Strictly Adhere to All Antitrust Laws

Officer, directors and employees must strictly adhere to all antitrust laws.
Such laws exist in the United States, the European Union, and in many other
countries where the Company may conduct business.  These laws prohibit
practices in restraint of trade such as price fixing and boycotting suppliers
or customers.  They also bar pricing intended to run a competitor out of
business; disparaging, misrepresenting, or harassing a competitor; stealing
trade secrets; bribery; and kickbacks.

          b.   Strictly Comply with All Securities Laws

In our role as a publicly owned company, we must always be alert to and comply
with the security laws and regulations of the United States and other
countries.

               i.   Do Not Engage in Speculative or Insider Trading

Federal law and Company policy prohibits officers, directors and employees,
directly or indirectly through their families or others, from purchasing or
selling company stock while in the possession of material, non-public
information concerning the Company.  This same prohibition applies to trading
in the stock of other publicly held companies on the basis of material,
non-public information. To avoid even the appearance of impropriety, Company
policy also prohibits officers, directors and employees from trading options
on the open market in Company stock under any circumstances.

Material, non-public information is any information that could reasonably be
expected to affect the price of a stock.  If an officer, director or employee
is considering buying or selling a stock because of inside information they
possess, they should assume that such information is material. It is also
important for the officer, director or employee to keep in mind that if any
trade they make becomes the subject of an investigation by the government, the
trade will be viewed after-the-fact with the benefit of hindsight.
Consequently, officers, directors and employees should always carefully
consider how their trades would look from this perspective.

Two simple rules can help protect you in this area: (1) Don't use non-public
information for personal gain. (2) Don't pass along such information to
someone else who has no need to know.

This guidance also applies to the securities of other companies for which you
receive information in the course of your employment at American Stellar.

               ii.  Be Timely and Accurate in All Public Reports

As a public company, American Stellar  must be fair and accurate in all
reports filed with the United States Securities and Exchange Commission.
Officers, directors and management of American Stellar Mining are responsible
for ensuring that all reports are filed in a timely manner and that they
fairly present the financial condition and operating results of the Company.

Securities laws are vigorously enforced.  Violations may result in severe
penalties including forced sales of parts of the business and significant
fines against the Company. There may also be sanctions against individual
employees including substantial fines and prison sentences.

The Chief Executive Officer and Chief Financial Officer will certify to the
accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley
Act of 2002.  Officers and Directors who knowingly or willingly make false
certifications may be subject to criminal penalties or sanctions including
fines and imprisonment.

     6.    Avoid Conflicts of Interest

Our officers, directors and employees have an obligation to give their
complete loyalty to the best interests of the Company.  They should avoid any
action that may involve, or may appear to involve, a conflict of interest with
the company.  Officers, directors and employees should not have any financial
or other business relationships with suppliers, customers or competitors that
might impair, or even appear to impair, the independence of any judgment they
may need to make on behalf of the Company.

Here are some ways a conflict of interest could arise:

     .  Employment by a competitor, or potential competitor, regardless of
         the nature of the employment, while employed by American Stellar.

     .  Acceptance of gifts, payment, or services from those seeking to do
         business with American Stellar.

     .  Placement of business with a firm owned or controlled by an officer,
         director or employee or his/her family.

     .  Ownership of, or substantial interest in, a company that is a
         competitor, client or supplier.

     .  Acting as a consultant to a American Stellar customer, client or
         supplier.

     .  Seeking the services or advice of an accountant or attorney who has
         provided services to American Stellar.

Officers, directors and employees are under a continuing obligation to
disclose any situation that presents the possibility of a conflict or
disparity of interest between the officer, director or employee and the
Company.  Disclosure of any potential conflict is the key to remaining in full
compliance with this policy.

     7.    Compete Ethically and Fairly for Business Opportunities

We must comply with the laws and regulations that pertain to the acquisition
of goods and services.  We will compete fairly and ethically for all business
opportunities.  In circumstances where there is reason to believe that the
release or receipt of non-public information is unauthorized, do not attempt
to obtain and do not accept such information from any source.

If you are involved in Company transactions, you must be certain that all
statements, communications, and representations are accurate and truthful.

     8.    Avoid Illegal and Questionable Gifts or Favors

The sale and marketing of our products and services should always be free from
even the perception that favorable treatment was sought, received, or given in
exchange for the furnishing or receipt of business courtesies.  Officers,
directors and employees of American Stellar will neither give nor accept
business courtesies that constitute, or could be reasonably perceived as
constituting, unfair business inducements or that would violate law,
regulation or policies of the Company, or could cause embarrassment to or
reflect negatively on the Company's reputation.

     9.    Maintain the Integrity of Consultants, Agents, and Representatives

Business integrity is a key standard for the selection and retention of those
who represent American Stellar.  Agents, representatives, or consultants must
certify their willingness to comply with the Company's policies and procedures
and must never be retained to circumvent our values and principles.  Paying
bribes or kickbacks, engaging in industrial espionage, obtaining the
proprietary data of a third party without authority, or gaining inside
information or influence are just a few examples of what could give us an
unfair competitive advantage and could result in violations of law.

     10.   Protect Proprietary Information

Proprietary Company information may not be disclosed to anyone without proper
authorization.  Keep proprietary documents protected and secure. In the course
of normal business activities, suppliers, customers, and competitors may
sometimes divulge to you information that is proprietary to their business.
Respect these confidences.

     11.   Obtain and Use Company Assets Wisely

Personal use of Company property must always be in accordance with corporate
policy.  Proper use of Company property, information resources, material,
facilities, and equipment is your responsibility.  Use and maintain these
assets with the utmost care and respect, guarding against waste and abuse, and
never borrow or remove Company property without management's permission.

     12.   Follow the Law and Use Common Sense in Political Contributions and
Activities

American Stellar encourages its employees to become involved in civic affairs
and to participate in the political process.  Employees must understand,
however, that their involvement and participation must be on an individual
basis, on their own time, and at their own expense.  In the United States,
federal law prohibits corporations from donating corporate funds, goods, or
services, directly or indirectly, to candidates for federal offices -- this
includes employees' work time. Local and state laws also govern political
contributions and activities as they apply to their respective jurisdictions,
and similar laws exist in other countries.

     13.   Board Committees.

The Company shall establish a Committee empowered to enforce this Code of
Ethics.  The Committee will report to the Board of Directors at least once
each year regarding the general effectiveness of the Company's Code of Ethics,
the Company's controls and reporting procedures and the Company's business
conduct.

     14.   Disciplinary Measures.

The Company shall consistently enforce its Code of Ethics and Business Conduct
through appropriate means of discipline. Violations of the Code shall be
promptly reported to the Committee.  Pursuant to procedures adopted by it, the
Committee shall determine whether violations of the Code have occurred and, if
so, shall determine the disciplinary measures to be taken against any employee
or agent of the Company who has so violated the Code.

The disciplinary measures, which may be invoked at the discretion of the
Committee, include, but are not limited to, counseling, oral or written
reprimands, warnings, probation or suspension without pay, demotions,
reductions in salary, termination of employment and restitution.

Persons subject to disciplinary measures shall include, in addition to the
violator, others involved in the wrongdoing such as (i) persons who fail to
use reasonable care to detect a violation, (ii) persons who if requested to
divulge information withhold material information regarding a violation, and
(iii) supervisors who approve or condone the violations or attempt to
retaliate against employees or agents for reporting violations or violators.