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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:

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(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.

(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.

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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.

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

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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.

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

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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

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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 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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