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Exhibit 14.1

Alternet Systems, Inc.

Code of Business Conduct

1. Introduction

In this Code of Business Conduct ("the Code"), the terms “Alternet"
  and "Company" mean Alternet Systems, Inc. and all of its subsidiaries. The policies
  and procedures set forth in this Code govern the conduct of every aspect of
  the business of Alternet. While this Code provides a brief summary of the standards
  of conduct that are the foundation of Alternet's business operations, it is
  not possible to cover all situations confronting Alternet personnel in the day
  to day conduct of their many activities. Alternet must rely on the individual
  judgment, common sense and personal ethical standards of all personnel to maintain
  a high standard of honesty and integrity in the conduct of Alternet business.

This Code applies to all members of the Board of Directors
  (the "Board," with the members referred to herein as "Directors"), officers
  and employees of Alternet and to all Alternet business locations. Any violation
  of this Code must be promptly reported to management at the appropriate level,
  including, if necessary and appropriate, to a supervisor, the President, a Director
  or Directors, or a member or members of the Audit Committee of the Board, if
  and when appointed and established (the "Audit Committee"). The confidentiality
  of a report and the reporting person will be protected to the extent possible,
  consistent with the law and the requirements necessary to conduct an effective
  investigation of the conduct or matter, and no reporting person will suffer
  retaliation because of a report he or she makes in good faith and with respect
  to conduct or a matter which the reporting person reasonably believes constitutes
  a violation of this Code (except that appropriate disciplinary action may be
  taken against the reporting person if such person was involved in the violation).

2. General Policy

It is the policy of Alternet to conduct its business in compliance
  with applicable governmental laws, rules and regulations, with honesty and integrity,
  in a manner which demonstrates respect for all people and with a strong commitment
  to the highest standards of ethics. Alternet demands high standards of integrity
  and sound ethical judgment from its personnel at all times, and in performing
  their work for Alternet all personnel must comply with all applicable governmental
  laws, rules and regulations.

3. Conflicts of Interest

Directors, officers and employees of Alternet have a duty
  to avoid financial, business or other personal interests or relationships which
  might interfere, or even appear to interfere, with the interests of Alternet
  or make it difficult to perform their Alternet duties objectively and effectively.
  Directors, officers and employees should conduct themselves in a manner that
  avoids even the appearance of a conflict between their personal interests and
  those of the Company.

A conflict of interest situation may arise in many ways. It
  is not possible to discuss every circumstance that may lead to a conflict of
  interest, but the following examples are illustrative:

(a) Owning or holding a substantial
  financial interest in a company which has material business dealings with Alternet
  or which engages in any significant field of activity engaged in by Alternet.

(b) Acting as a director, officer,
  consultant or employee for any business enterprise with which Alternet has a
  competitive or significant business relationship, unless so requested or approved
  by the Company.

(c) Accepting gifts, payments, or services
  of significant value from those seeking to do business with Alternet.

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(d) Knowingly competing with Alternet
  in the purchase or sale of property or diverting from Alternet a business opportunity
  in which Alternet has or is likely to have an interest.

(e) Placing of business with a firm
  owned or controlled by a Alternet employee, officer or Director without the
  prior specific approval of the Board.

It is Alternet's policy that actual or apparent conflicts
  of interest must be avoided, and any material transaction or relationship involving
  a potential conflict of interest must be approved in advance by the Board. In
  addition, all related party transactions of Alternet must be reviewed and approved
  by the Board.

Conflicts of interest may also arise if an employee, officer
  or Director, or a member of his or her family, receives improper personal benefits
  as a result of his or her position with Alternet. Company loans to or guarantees
  of obligations of such persons are of special concern, and personal loans to
  executive officers and Directors are prohibited by the Sarbanes-Oxley Act of
  2002. It is Alternet's policy that such conflicts of interest involving improper
  personal benefits are prohibited. No loans may be made to any person for the
  purpose of exercising incentive stock options granted by the Company.

4. Unauthorized Use of Company Property and Services

No employee, officer or Director may use any Company property
  or services for his or her own personal benefit, or for the personal benefit
  of anyone else. It should be noted that, with regard to some activities, there
  are both personal and Company benefits. These would include, for example, employee
  participation in continuing education programs. Therefore, any employee use
  of Company property or services which is not solely for the Company's benefit
  must be approved beforehand by the employee's immediate supervisor. Computer
  work stations and computer software are provided for the furtherance of Company
  business only. The Company's computer facilities should not be utilized for
  individual or outside projects for any purpose without the specific permission
  of your immediate supervisor. The Company's software programs are in many instances
  proprietary to the Company or are utilized by the Company through license and
  usage agreements with outside authors. Software programs should not be copied
  or transmitted by any means to any third party for private usage.

5. Accounting Records

Financial statements and the books and records on which they
  are based must accurately reflect all corporate transactions. All receipts and
  disbursements of Company funds must be properly recorded in the books, and records
  must disclose the nature and purpose of the Company's transactions. All records
  and transactions are subject to review by internal and external auditors. Full
  cooperation with the auditors is expected and under no circumstances will any
  relevant information be intentionally withheld from them.

The following requirements apply to all Company records:

(a) No undisclosed or unrecorded fund
  or asset of the Company shall be established for any purpose.

(b) No false or artificial entries
  shall be made in the books and records of the Company for any reason, and no
  employee or officer shall engage in any arrangement that results in such prohibited
  act.

(c) All transactions shall be executed
  in accordance with management's general or specific authorization.

(d) Transactions shall be properly
  recorded to permit preparation of financial statements in accordance with generally
  accepted accounting principles and to maintain accountability for assets.

(e) No payment on behalf of the Company
  shall be approved or made with the intention 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.

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Where any person associated with the Company becomes aware
  of an example of a breach of the statements above, they should bring this breach
  to their immediate supervisors attention or to the attention of the Board.

6. Political Contributions and Activities

Alternet encourages its employees to maintain an interest
  in political matters, but recognizes that participation in politics is primarily
  a matter of individual choice. Involvement and participation in political activities
  must be on an individual basis, on the employee's own time, and at the employee's
  own expense. Further, when an employee speaks on public issues, it must be made
  clear that comments or statements made are those of the individual and not the
  Company.

No Company funds or assets, including the work time of any
  employee, will be contributed, loaned, or made available, directly or indirectly,
  to any political party or the campaign of any candidate for political office.

7. Trade Secrets and Confidential Information

With regard to trade secrets and confidential information
  of Alternet, employees must be guided by loyalty to Alternet and prudence in
  maintaining the secrecy of such trade secrets and confidential information.
  Employees should take care to refuse to allow the public or any other company,
  including our competitors, to obtain improper access to trade secret and confidential
  information. The following policies should be followed:

(a) Confidential information and trade
  secrets should be discussed only on a need-to-know basis with other employees.

(b) Be careful to avoid inadvertent
  disclosures of information in the course of social conversations or normal business
  relations with suppliers and customers.

(c) Any disclosure of trade secret
  or confidential information outside of the Company should be done only when
  appropriate protective agreements have been signed which have been approved
  by Alternet’s attorneys.

8. Employee Relations

Alternet's policy is to provide good jobs and to operate under
  sound and legal personnel policies. Our objective is to be equitable and fair
  in the treatment of all our employees in all situations. This includes the following:

(a) The selection and placement of
  any employee is based on that employee's qualifications, and such decisions
  are always made without regard to race, religion, national origin, sex, age
  or physical or mental disabilities (so long as the employee/applicant is qualified
  for and can perform the job).

(b) Compensation shall be in accordance
  with the employee's contribution to the Company, and compensation decisions
  shall also be made entirely independent of the considerations listed above.

(c) The Company will make every effort
  to provide a safe and healthy work environment for all employees. The Company
  will not tolerate any sexual harassment in the workplace, and appropriate disciplinary
  action will be taken should any instances of sexual harassment be discovered.

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9. Drug and Alcohol Abuse

Company policy precludes the use or possession of any illegal
  drugs on Company property. Employees are also prohibited from being on Company
  property under the influence of illegal drugs. Alcohol may not be brought or
  consumed on Company property without the consent of the executive officer of
  the Company and such consent will be given normally only for social functions
  such as a Christmas party or retirement party, if then.

10. Consultants

Alternet's policy is that all consultants that we retain should
  abide by the same code of business conduct as our employees. It is the responsibility
  of any Company employee retaining a consultant for any purpose to make sure
  the consultant is aware of our Code and agrees to abide by all of its provisions.

11. Disclosures in SEC Reports and Other Public Communications

The United States Securities and Exchange Commission (the
  "SEC") requires prompt public disclosure of material information about the Company.
  It is Alternet's policy that all disclosures to the public, including disclosures
  in reports and documents that the Company files with or submits to the SEC,
  press releases, speeches and investor and other public communications by the
  Company, will be full, fair, accurate, timely and understandable.

12. Insider Trading

Directors, officers and employees must not use for personal
  gain, or reveal outside of the Company, material information which is neither
  known nor available to the general public. Where doubt exists as to the advisability
  or disclosure, employees should seek guidance from an executive officer of the
  Company.

13. Discipline and Compliance

Failure to comply with this Code may result in disciplinary
  actions, including warnings, suspensions, termination of employment or such
  other actions as may be appropriate under the circumstances. The responsibility
  for compliance with this Code, including the duty to seek interpretation
  when in doubt, rests with each person subject to this Code.

14. Searches

Alternet policy allows the use of any lawful method of investigation
  which Alternet believes is necessary to determine whether any person has engaged
  in conduct that interferes with or adversely affects Alternet's business. This
  includes the theft of any Company property or any property of any Company employee
  or visitor. It also includes suspicion of possession of drugs, alcohol, firearms
  or anything else, the possession of which on Company property is prohibited
  or restricted. All Company employees are expected to participate in Alternet's
  reasonable security efforts. Failure to do so may result in disciplinary action,
  including dismissal.

15. Questions and Interpretations

Routine questions concerning this Code should be directed
  to the employee's immediate supervisor. Requests for specific interpretations
  of this Code should be referred to any officer of the Company. The Code is intended
  to provide a general statement of Company policies and to provide guidance to
  Alternet personnel. No representation is made, however, either express or implied,
  that the policies stated in the Code are all the relevant policies, nor that
  they are a comprehensive, full or complete explanation of the laws, rules and
  regulations which are applicable to the Company and its personnel.

16. Changes to or Waivers from the Code

The Board shall review this Code as circumstances dictate,
  and when necessary or desirable amend the Code to ensure that Alternet continues
  to comply with applicable laws, rules and regulations, including those of the
  SEC.

Any changes to this Code and any waiver from this Code, including
  an implicit waiver resulting from inaction with respect to a reported or known
  violation of this Code, for an executive officer or Director of

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Alternet may be made only by the Board in writing and shall
  be promptly disclosed to Alternet’s corporate counsel, shareholders and
  others as required by law and SEC rules and regulations. Any other change or
  waiver may be made only by an executive officer of Alternet or the Board.

17. Summary

It is expected that all Alternet personnel will transact the
  Company's business with the highest standards of integrity. By maintaining a
  sensitivity to and an awareness of the ethical aspects of business, we can ensure
  that our business conduct in all respects is exemplary. Alternet and its employees
  enjoy an outstanding reputation. Adherence to this Code will uphold and enhance
  that reputation.

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