CODE OF ETHICS

Policies & Code of ConductPOWERNET America, Inc. has adopted a Code of Ethics and Conduct applicable to all of the Company's Board of Advisors, officers and employees. It may also apply to agents, consultants, contract labor and others who act on behalf of POWERNET.   POWERNET has a comprehensive compliance program with established policies, procedures, training, and internal controls to ensure that its business activities reflect the highest levels of ethical conduct. The policies and procedures are reviewed on an ongoing basis to identify areas in need of improvement, and they are updated as necessary and appropriate. Policies, procedures, training, and related internal controls are also tested on an ongoing basis by Internal Audit and the departments governing the policies.