Preface

This Code of Ethics for Senior Officers (the "Code") supports the commitment of the corporate executives and key financial officers of PacificNet, and its related entities, to the highest ethical standards and compliance with laws, regulations, and PacificNet's policies are applicable to corporate financial transactions, reporting, and disclosure. CEO (Chief Executive Officer), CFO (Chief Financial Officer), the Corporate Controller, as well as the Company's other senior financial officers (collectively, the "Covered Officers") hold an important and elevated role in corporate governance -- they are vested with responsibility, and in some cases, authority, to protect, balance, and preserve the interests of the Company's shareholders, customers, creditors, suppliers, and employees, as well as citizens of the communities in which PacificNet does business. The Covered Officers fulfill this responsibility, in part, by prescribing and enforcing appropriate policies and procedures for PacificNet's Finance System and by enforcing and adhering to the principles set forth in this Code. In addition to complying with this Code, the Covered Officers, like all PacificNet's employees, must also conduct PacificNet's business in accordance with the principles set forth in PacificNet's Code of Business Conduct and Ethics.The Board of Directors of PacificNet has adopted this Code applicable to its Covered Officers to:

• Promote honest and ethical conduct including the ethical handling of conflicts of interest;
• Promote full, fair, accurate, timely and understandable disclosure;
• Promote compliance with applicable laws and governmental rules and regulations;
• Deter wrongdoing.

Table of Contents

• Honesty and Candidness
• Financial Reports
• Conflicts of Interest
• Compliance with Laws, Rules and Regulations
• Disclosure Control
• Violation Reporting
• Waivers of This Code

I. Honesty and Candidness

Each Covered Officer owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.Each Covered Officer must:

• Act with integrity, including being honest and candid while still maintaining the confidentiality of information where required or consistent with the Company's policies.
• Observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Company policies.
• Adhere to a high standard of business ethics.

II. Financial Reports

The Covered Officers will maintain Company transaction and report systems and procedures to ensure:

• PacificNet adheres to the legal business and accounting practice requirements of each country and location in which it conducts business. .
• No undisclosed or unrecorded PacificNet fund or asset is established for any purpose.
• PacificNet's books and records contain no false or misleading entries.
• No payment is made on PacificNet 's behalf without adequate support documentation or for any purpose other than as described in the documents.
• Business transactions are properly authorized and completely and accurately recorded in accordance with Generally Accepted Accounting Principles and pertinent Company policies.
• Adherence to financial report requirements set forth in the laws and regulations that govern PacificNet's business. In this regard, Covered Officers will ensure that accurate financial statements and disclosures of PacificNet operations, financial conditions and cash flows are prepared, and that periodic financial reports are filed in a timely manner and in a manner that facilitates the highest degree of clarity of content and meaning.
• Preparation of documents, as may be required, certifying the appropriateness and accuracy of the statements and disclosures in periodic PacificNet financial reports.
• Disclosure on a timely basis, as may be required, of all material transactions and relationships that may have a material current or future effect on PacificNet's business, financial condition, and results of operations.

III. Conflicts of Interest

When an individual's private interest interferes or appears to interfere with the interests of the Company, there will be a "conflict of interest". For example, a conflict of interest would arise if a Covered Officer, or a member or his or her family, receives improper personal benefits as a result of his or her position in the Company.As a Senior Officer, you must comply with the following rules:

• Avoid conflicts of interest wherever possible.
• Discuss any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest with the Audit Committee.
• Report at least annually.

Some clear conflict of interest situations that should always be discussed with the Audit Committee, if material, include the following:

• Any significant ownership interest in any supplier or customer/client;
• Any consulting or employment relationship with any customer/client, supplier or competitor;
• Any outside business activity that detracts from an individual's ability to devote appropriate time and attention to his or her responsibilities with the Company;
• The receipt of non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings;
• Being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member;
• Selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell.
  Anything that would present a conflict for a Covered Officer would likely also present a conflict if it is related to a member of his or her family.

IV. Compliance with Laws, Rules and Regulations

It is the Company's policy to comply with all applicable laws and governmental rules and regulations. It is the personal responsibility of each Covered Officer to adhere to the standards and restrictions imposed by those laws, rules, regulations and PacificNet policies regarding corporate financial transactions and reporting and disclosure requirements, including those relating to accounting and auditing matters.Therefore, each of the Covered Officers must:

• Agree to personally exhibit and promote the highest standards of honest and ethical conduct, including personal compliance with the principles in this Code.
• Agree to promptly report to the Audit Committee any noncompliance he or she detects with national or local laws, rules, regulations, or administrative procedures, or Company policies and procedures that affect the operations of the Finance system.
• Understand that any waiver granted him or her of any provision of this Code must be granted by the Board of Directors and be in writing.
• Understand that his or her non-compliance with the principles of this Code shall result in corrective action up to and including termination of employment, depending on the nature and severity of the conduct.
• Educate members of the Finance System regarding national and local laws, rules, regulations, and administrative procedures, and Company policies and procedures that affect the operations of PacificNet's Finance System.
• Monitor compliance of the Finance System with these governmental laws, rules, regulations, and procedures, and Company policies and procedures.
• Assist in the identification and prompt reporting and correction of all detected deviations by employees from these governmental laws, rules, regulations, and procedures, and Company policies and procedures.
• Educate employees regarding the Company's systems for reporting concerns about non-compliance with laws, rules, regulations, and administrative procedures, and Company policies and procedures that affect the operations of the Finance System. These systems include the Company's open door complaint and concern policies listed at PacificNet Online, which allows anonymous reporting; and
• Encourage employees to use the Company's reporting systems.

V. Disclosure Control

Each Covered Officer is required to be familiar with and comply with the Company's disclosure controls and procedures applicable to him or her so that the Company's subject reports and documents filed with the Securities and Exchange Commission (the "SEC") comply in all material respects with the applicable securities laws and SEC rules. In addition, each Covered Officer having direct or supervisory authority regarding these SEC filings or the Company's other public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.Each Covered Officer must:

• Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
• Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's independent auditors, governmental regulators and self-regulatory organizations.
• Properly review and critically analyze proposed disclosure for accuracy and completeness (or, where appropriate, delegate this task to others).

VI. Violation Reports

Any Covered Officer who becomes aware of any existing or potential violation of this Code is required to notify the Audit Committee promptly. Failure to do so is itself a violation of this Code.Each Covered Officer must:

• Notify the Audit Committee promptly of any existing or potential violation of this Code.
• Not retaliate against any employee or Covered Officer for reports of potential violations that are made in good faith.
  The Audit Committee shall take all action it considers appropriate to investigate any violations reported to it. If a violation has occurred, the Company will take such disciplinary or preventive action as it deems appropriate, after consultation with the Board of Directors.

The Company will follow the following procedures in investigating and enforcing this Code, and in reporting on the Code:

• Violations and potential violations will be reported by the Audit Committee to the Board of Directors after appropriate investigation.
• The Audit Committee will take all appropriate action to investigate any violations reported to it after appropriate investigation.
• If the Audit Committee determines that a violation has occurred, it will inform the Board of Directors.
• Upon being notified that a violation has occurred, the Board of Directors will take such disciplinary or preventive action as it deems appropriate, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.

VII. Waivers of this Code

Any waiver of any provision of this Code for a member of the Covered Officers must be approved in writing by the Company's Board of Directors and any such waiver, including the reasons for such waiver, must be promptly disclosed publicly to stockholders, as required by law.