NASUS
CONSULTING, INC.
 CODE
OF ETHICS FOR SENIOR OFFICERS
  I.           Introduction
  This Code
of Ethics for Senior Officers (the “Code”) applies to the Senior Officers of
Nasus Consulting, Inc. (the “Company”).  The term “Senior Officer,” as
used in this Code, means the Company’s chief executive officer, chief financial
officer, principal accounting officer, controller, and any other person
performing similar functions.  While this Code provides general
guidance for appropriate conduct and avoidance of conflicts of interest, it does
not supersede specific policies that are set forth in other Company policy
statements.  In the event of any conflict or inconsistencies between
this Code and any other such policy, this Code shall prevail.
  The
purpose of this Code is to deter wrongdoing, provide guidance to the Company’s
Senior Officers with regard to, and to promote:
 
 ·
              Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;
 
 ·
              Full,
      fair, accurate, timely, and understandable disclosure in reports and
      documents that the Company files with, or submits to, the Securities and
      Exchange Commission (the “SEC”) and in other public communications made by
      the Company;
 
 ·
              Compliance
      with applicable governmental laws, rules, and
  regulations;
 
 ·
              Prompt
      internal reporting of violations of the Code to an appropriate person;
      and
 
 ·
              Accountability
      for adherence to the Code.
  Each day,
the Senior Officers make decisions that affect the Company’s business, its
employees, customers, and shareholders.  The Senior Officers should
avoid even the appearance of unethical or unprofessional behavior.  To
that end, a Senior Officer should seek advice from the Company’s legal counsel
when faced with a situation that may violate or give the appearance of violating
the Code or other Company policies, laws, rules, or regulations.
   
  II.           Honest and Ethical
Conduct
  The
Company expects and requires ethical behavior from the Senior
Officers.  The Senior Officers owe a duty of loyalty to the Company
and are expected to act in the best interests of the
Company.  Further, each Senior Officer, in carrying out his or her
professional obligations, must act with honesty and integrity, and promote
honest and ethical conduct in others.
  III.           Conflicts of
Interest
  A
conflict of interest exists when an employee’s personal interests interfere
with, or give the appearance of interfering with, the Company’s
interests.  Each Senior Officer must avoid actual or apparent
conflicts between his or her private interests and those of the Company,
including improper personal benefits as a result of the officer’s position with
the Company.  In addition, a Senior Officer may not use corporate
assets or information or his or her position for personal
gain.  Conflicts of interest can manifest themselves in many ways and
may reach farther than just the person employed by the Company.  For
example, conflicts may arise as a result of situations involving an employee’s
family member.
  IV.           Accuracy of
Reporting
  As a
publicly traded company, the Company must comply with federal and state laws and
regulations with respect to accuracy in the information it reports to the SEC
and communicates to the public.  Senior Officers must help to ensure
that the Company’s periodic reports and public statements comply with all
applicable regulations and are fair, accurate, timely, complete, and
understandable.  In particular, the Company’s financial statements
included in its periodic reports must accurately and fairly disclose the
Company’s assets, liabilities, and other material transactions engaged in by the
Company.  Any Senior Officer who becomes aware of any noncompliance
with applicable regulations, or of any inaccuracies in any of the Company’s
reports and public statements, or material omissions from the Company’s reports
and public statements, shall immediately report such inconsistencies or
omissions to the Board of Directors.  Senior Officers must 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
directors and auditors, or to government regulators and self-regulatory
organizations.
 
 Finally,
the Senior Officers are each required to respect the confidentiality of
information acquired in the course of the performance of their
responsibilities.
  V.           Compliance with Laws, Rules
and Regulations
  The
Company’s continued and current success largely depends upon its reputation for
engaging in its business in an ethical and legal manner.  All Senior
Officers must comply with both the letter and spirit of federal, state, and
local laws, rules, and regulations applicable to the Company’s
business.
   
  VI.           Responsibility for
Reporting
  Senior
Officers must report violations of any of the policies set forth in this
Code.  Thismandatory reporting
obligation applies whether or not the Senior Officer waspersonally involved in the alleged
violation of the policies set forth in this Code.
 
 The Board
of Directors shall handle all whistleblower complaint regarding violations of
this Code, including, without limitation, improper accounting or auditing
matters and violations of internal accounting controls.  The Board of
Directors shall provide for the confidential and anonymous submission of
concerns regarding questionable accounting or auditing matters.
 
 Upon
observing or learning of any violation of the policies set forth in this Code,
Senior Officers must report the same either to the Board of
Directors.  If a violation is found to exist, such individual shall be
subject to disciplinary action as described in Section VII of the
Code.
 
 Any
matter reported to the Board of Directors will be treated confidentially by the
Company and not disclosed to anyone other than the Board of Directors, and
outside counsel unless disclosure is required by law or this Code.
 
 The
Company will not discharge, demote, suspend, threaten or harass or in any manner
discriminate against any Senior Officer in the terms and conditions of
employment based upon any lawful actions of such Senior Officer with respect to
the good faith reporting of violations of this Code or otherwise as specified in
Section 806(a) of the Sarbanes-Oxley Act of 2002.
  VII.           Compliance;
Administration
  As a
condition of employment and continued employment, each Senior Officer must
accept the responsibility of complying with the foregoing policies and
acknowledge his or her receipt of the Code by executing the attached
Acknowledgement.
  Any
Senior Officer who violates any of these policies is subject to disciplinary
action including but not limited to suspension or termination of employment, and
such other action, including legal action, as the Company determines appropriate
under the circumstances.
  VIII.                      Amendments;
Waiver
  The
Company reserves the right to amend, waive, or alter the policies set forth in
the Code at any time.  Any amendment to the Code or waiver (including
an implicit waiver) of any provision of the Code for Senior Officers requires
the approval of a majority of the Company’s independent
directors.  Unless the SEC rules and regulations otherwise provide,
amendments and waivers of any provision of the Code applicable to Senior
Officers must be promptly disclosed in accordance with SEC regulations,
including a brief description of the waiver.  Waivers include, among
other things, Company approval of a material departure from a provision of this
Code.  Implicit waivers include the Company’s failure to take action
with respect to a material departure from a provision of the Code within a
reasonable time.
  
  ACKNOWLEDGEMENT
  I hereby
acknowledge receipt of the Code of Ethics for Senior Officers (the “Code”) of
Nasus Consulting, Inc.  I have read the Code and understand and
acknowledge that I may be subject to disciplinary action including, but not
limited to, suspension, dismissal, or any other action, including legal action,
by Nasus Consulting, Inc. in the event of my violation of the Code.
 
  Date:
__________________________                                                                                     Name:
______________________________
  
  Signature:
___________________________
  
  Title:
______________________________