Code of Business Conduct and
Ethics




(Adopted
September 29, 2009)




1.
            Policy




Non-Invasive
Monitoring Systems, Inc. and its subsidiaries (the “Company” or “NIMS”) are committed to
maintaining high standards of business conduct and ethics.  This Code
of Business Conduct and Ethics (this "Code") reflects the business
practices and principles of behavior behind that commitment.  We
expect employees, officers and directors to read and understand this Code and
abide by it in the performance of his or her business
responsibilities.  We have established the position of Compliance
Officer (the “Compliance
Officer”) to oversee this program and he can address any of your
questions or concerns.  The Compliance Officer, our Chief Financial
Officer, can be reached at 305-575-4202.  You may also speak with your
supervisor or our Chief Executive Officer.




2.
            Lawful
      and Ethical Conduct




NIMS’
policy is to be a good corporate citizen of the countries in which it does
business.  A necessary aspect of this policy is the responsibility of
the Company and each director, officer and employee to obey all laws and
regulations which are applicable to us.  We must obey not only the
letter, but also the spirit of the law.  The Code of Conduct discusses
each director, officer and employee’s obligations with respect to certain laws
that directly affect the way we do business, such as those covering the
manufacture, marketing and sale of medical devices, environmental laws,
antitrust laws, laws relating to NIMS stock and stock options, and those
governing the Company’s relationship with our directors, officers and
employees.  However, the policy to obey the laws extends to all laws,
not only the ones discussed below.




Another
critical aspect of being a good corporate citizen is to promote high standards
by conducting our affairs in a clearly ethical manner.  Even the
appearance of ethical impropriety is to be avoided.  Integrity is, and
must continue to be, the basis of all our corporate
relationships.  These policies were established in the firm belief
that it is both right and in the best interest of the Company for directors,
officers and employees to act in accordance with them.  The corporate
policies that are outlined here should be understood and followed by every
director, officer and employee who acts on behalf of NIMS anywhere in the
world.




Violation
of these policies could, in many instances, subject NIMS and the individuals
involved to criminal or civil actions, fines, and lawsuits for
damages.  Also, violation of these policies could subject a director,
officer and employee to discipline up to and including termination of director
status or employment.  Employees can obtain advice concerning these
policies from the persons to whom they report or directly from one of the
Company’s executive officers.  On doubtful questions, directors,
officers and employees should seek and receive advice in advance of taking
action.







3.
            Conflicts
      of Interest Are to Be Avoided




The
Company respects the rights of its directors, officers and employees to manage
their affairs and investments and does not wish to impinge upon their personal
lives.  At the same time, directors, officers and employees should
avoid situations that present a potential conflict between their interests and
the interests of the Company.  Also, NIMS directors, officers and
employees should pay proper attention to the Company’s best
interests.  Employees owe the Company their loyalty and should avoid
any investment or association that interferes with the independent exercise of
sound judgment in the Company’s best interests.  Accordingly, we must
be careful to avoid situations where our personal interests could conflict or
appear to conflict with the interests of NIMS.  Where a conflict
exists, it must be resolved to the satisfaction of the Company in order for the
director or employment relationship to continue.




Circumstances
that may give rise to conflicts of interest are not always
obvious.  There are many areas of uncertainty, as well as conflicts,
which arise despite the best intentions of a director, officer or
employee.  To avoid potentially damaging effects on both the Company
and the individual, the Company asks employees to promptly disclose to their
supervisors any facts or circumstances that may involve, or appear to involve, a
conflict of interest.  Such disclosure can assist employees in
resolving honest doubts as to the propriety of a particular course of
conduct.




Circumstances
which could involve conflicts of interest which should be avoided include:
personal or family financial interests in a competitor, supplier, or customer;
employment by a competitor in any capacity; placement of business in a firm
owned or controlled by an employee or a family member; employment of relatives
(any person who is related by blood or marriage, or whose relationship with the
director, officer or employee is similar to that of persons who are related by
blood or marriage) in a direct working relationship; acting as a consultant to a
customer or supplier; or acceptance of entertainment, gifts, payments, services
or travel which have more than a nominal value from those seeking to do business
with NIMS. While business courtesies are to be encouraged, directors, officers
and employees should not accept entertainment, gifts, payments, services or
travel that may reasonably be deemed by others to affect their judgment or
actions in the performance of their duties.




4.
            Insider
      Information and Trading




NIMS’
insider trading policy forbids its directors, officers and employees from using,
for personal advantage, information that they acquire during the course of their
director status or employment with the Company that has not been publicly
disclosed ("inside information").  This information could be used for
personal advantage in a number of ways.  One way is associated with
trading in NIMS stock or listed options.




The
trading of NIMS stock or listed options in the market, by an employee based upon
material inside information, or by others who have acquired inside information
from the employee, is forbidden.  Such trading, in addition to raising
obvious ethical considerations, subjects the user of such information to legal
risks and could prove embarrassing to the individual and to the
Company.  All employees must exercise caution not to disclose inside
information to outsiders, either intentionally or inadvertently, under any
circumstances, whether at meetings held as part of the business day or at
informal after-hours discussions.


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Even
after information has been publicly disclosed through appropriate channels, a
reasonable time should be allowed to pass before trading in NIMS stock or listed
options to allow for public dissemination and evaluation of the
information.  In addition to the above, none of us should buy or sell
securities in any other company about which we have material inside information
obtained in the performance of our duties at NIMS.




Because
it is often difficult to determine whether the standards described above have
been satisfied, to prevent inadvertent violation of the Company’s policy or of
the securities laws, directors, officers and employees who have questions should
consult with the Compliance Officer or the Company’s legal counsel prior to
engaging in any transaction involving NIMS stock, listed options or stock
options.




5.
            Company’s
      Assets Should be Preserved




Each
director, officer and employee has a responsibility to preserve the Company’s
assets, including its property, plants, equipment and
resources.  Inherent in this responsibility is the duty to not misuse
the assets of the Company.  The use of Company assets or the use of
the services of Company personnel for non-Company purposes is
improper.




6.
            Company’s
      Proprietary Information Should be
Safeguarded




In
addition to preserving and not misusing the tangible assets and resources of the
Company, each director, officer and employee must also protect the Company’s
intellectual property.  Such property includes scientific and
technical knowledge, know-how, and the experience developed in the course of the
Company’s activities, including information NIMS develops in research,
production, marketing, sales, legal, and finance.  Such information is
a vital asset of the Company, essential to our continued success.




This
information is highly confidential.  It should be protected by all
Company directors, officers and employees and not disclosed to
outsiders.  Its loss through inadvertent or improper disclosure could
be harmful to the Company.  Employees may be required to sign
agreements reminding them of their obligation not to disclose the Company’s
confidential information, both while they are employed and after they leave the
Company.  The loyalty, integrity, and sound judgment of NIMS
directors, officers and employees both on and off the job are essential to the
protection of the Company’s proprietary information.




7.
            Good
      Community Relations Should be
Maintained




NIMS has
a commitment to function as a good corporate citizen.  NIMS recognizes
that constructive interaction with society and a positive relationship with host
communities are important to business success.  These goals are
achieved by conducting business, whenever possible, so as to contribute to the
overall economic vitality of the host community; by operating our facilities in
accordance with applicable laws; and by supporting and encouraging public
policies that enhance the proper operation of the business and take into account
legitimate employee and community interests.  Each director, officer
and employee is a representative of the Company in the community, in which he or
she lives and works.  Directors, officers and employees should
therefore act in a manner, which enhances the Company’s relationships with the
communities in which it does business.


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8.
            Good
      Employee Relations Should be
Maintained




NIMS
seeks to establish and maintain its reputation as an outstanding employer and to
ensure high levels of employee motivation and commitment.  It is NIMS’
policy to treat applicants and employees without regard to race, color,
religion, sex, sexual orientation, age, national origin, handicap, or veteran
status; to provide challenging opportunities for individual growth and
advancement; to ensure open communication throughout the organization in order
to resolve problems or complaints; to strive to protect its employees’ health
and safety; to provide a work environment free from harassment; and to comply
with all laws relating to employees.




Any
violations of this policy should be reported to the Compliance
Officer.  All reported complaints will be confidentially investigated
and resolved.  Individual managers and supervisory personnel have
direct responsibility for implementing this policy.  However, the
support of all our employees is essential to the policy’s successful
implementation.




9.
            High
      Standards of Quality Should be
Maintained




A
commitment to quality is essential to the Company, especially in the medical
device business.  NIMS is dedicated to the development, manufacture,
and delivery of high quality products meeting both our own quality standards and
our customers’ requirements.  In addition, all of our products must be
manufactured in accordance with laws, including good manufacturing
practices.  To ensure compliance with these policies, we have
implemented extensive quality control and testing procedures.  All
employees are responsible for maintaining the high quality of our
products.  Each employee must bring to his or her supervisor’s
attention any lapse in quality control or testing procedures.  If an
employee is not satisfied with the actions taken, he should bring the matter to
the attention of any of the executive officers of the Company.




10.
            Maintenance
      of Corporate Books, Records, Documents and Accounts; Financial Integrity;
      Public Reporting




It has
always been the policy of the Company to maintain the integrity of its financial
records and to assure that its financial statements fairly and accurately
reflect the financial condition and results of operations of the
Company.  All funds and assets of the Company are to be recorded in
its records of account and are not to be hidden.  No false or
artificial entries shall be made in the records of the Company for any reason,
and 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.




Employees
who collect, provide or analyze information for or otherwise contribute in any
way in preparing or verifying our internal reports, reports filed with the
Securities and Exchange Commission or press releases issued by the Company
should strive to ensure that our financial and other disclosure is timely,
accurate and transparent and that our reports and press releases contain all of
the information about the Company that would be important to enable stockholders
and potential investors to assess the soundness and risks of our business and
finances and the quality and integrity of our accounting and
disclosures.




Any
employee having information or knowledge of any hidden fund or asset, of any
false or artificial entry in the books and records of the Company, or of any
such payment shall promptly report the matter to the Company’s Compliance
Officer or the CEO.  Additional information dealing with this subject
is contained in published corporate and financial policies.


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11.
            Full
      Disclosure to Physicians Is
Required




As a
manufacturer of medical devices, NIMS intends to keep the medical profession
fully informed of the uses, safety, contraindications, and side effects of our
products and, where appropriate, of their operational requirements and
characteristics.  This policy will be implemented by the use of
package inserts, mailings to physicians and other health care professionals, the
dissemination of other educational or promotional materials, as well as through
oral presentations by our trained professional service
representatives.  The Company follows the rule that the essential
information given must be consistent both within the worldwide body of
scientific knowledge pertaining to the products in question and with local
requirements of good medical practice and governmental regulation.




12.
            The
      Bribery of Government Officials Is
Forbidden




NIMS has
a policy forbidding bribery of government officials in the conduct of its
business throughout the world.  No NIMS director, officer and employee
anywhere in the world may engage in bribery of any government
official.  NIMS takes this position not only because such payment
would be in violation of the law but also because of the Company’s commitment to
good government and the fair and impartial administration of the
laws.




United
States law makes it a felony to offer or give anything of value to a government
official because of any official act performed or to be performed.  In
addition, most government agencies have strict standards, which their employees
must follow regarding the receipt of gifts, entertainment, meals, or other
things of value.




13.
            Commercial
      Bribery Is Prohibited




NIMS’
success in the market is based on the value provided to its customers through
the delivery of quality products and services.  The Company does not
seek to gain any improper advantage through the use of entertainment, meals,
other business courtesies or gifts.  Accordingly, their use under
circumstances which might infer that favorable treatment is being sought must be
avoided.  It is imperative that when we meet with customers, we
exercise good judgment and moderation in providing business courtesies and offer
them only when appropriate and in accordance with reasonable and lawful customs
in the marketplace.




NIMS has
a policy of prohibiting any director, officer and employee, consultant,
middleman, or other agent acting on behalf of the Company from directly or
indirectly engaging in commercial bribery.  "Commercial bribery" deals
with furnishing something of value to an agent, without the knowledge of the
agent’s principal, in the hope that the agent will influence the principal’s
commercial conduct.  An example would be paying money or giving a gift
to an employee of a customer, without the knowledge of the customer, in the hope
that the employee will influence the customer to purchase our
products.  Engaging in commercial bribery is unlawful under the laws
of the United States and the laws of a number of states, as well as under the
laws of a number of countries outside the United States.


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14.
            Federal
      Corporate Political Contributions Are
Prohibited




As a
corporation, NIMS is prohibited by United States’ law from contributing to
candidates for federal office.  Of course, this does not mean that
directors, officers and employees of the Company cannot contribute to candidates
or otherwise take part in the political process.  In fact, NIMS
encourages participation by directors, officers and employees in public affairs
and political activities.  Each of us must recognize, however, that
our participation must be on an individual basis, on our own time, and at our
own expense.  Under no circumstances will the Company provide
reimbursement for contributions to the campaign of any candidate for federal,
state, or local office or to a political party.




15.
            Competing
      Fairly and Complying with Antitrust Laws Is
  Essential




It is
NIMS’ policy to compete fairly and legitimately and to comply with antitrust and
competition laws.  The antitrust and competition laws apply to many
aspects of business behavior, and those directors, officers and employees who
have responsibility in areas of the business to which these laws apply must be
aware of them and their implications.




The
United States antitrust laws and the competition laws of many other countries
and organizations prohibit agreements and activities that may have the effect of
reducing competition without providing counterbalancing benefits to
consumers.  Agreements and activities which are prohibited include:
agreements with competitors to fix or control prices; agreements with
competitors to allocate products, markets or territories; agreements to boycott
certain customers or suppliers; agreements to refrain from or limit the
manufacture, sale or production of any product; or reciprocal purchase
arrangements or tie-ins.




To ensure
that the Company avoids these illegal agreements, it continues to be the policy
of the Company that there are to be no discussions or other contacts, direct or
indirect, with competitors regarding (1) prices to be charged by NIMS or others
or regarding other terms and conditions of sales, (2) the territories or markets
in which products will be sold, (3) persons or companies to whom products will
not be sold.  The same applies to the company’s suppliers and
customers, except that discussions are permitted regarding the Company’s sales
to such customers or purchases from such suppliers.




Because
of the complexity of the United States antitrust laws and the competition laws
of other countries and organizations like the European Economic Community,
directors, officers and employees should consult with the Compliance Officer or
the Company’s legal counsel when any situations arise which may result in a
violation of these laws.  In addition, because the United States
antitrust laws and the competition laws of other nations and organizations may
be applied to international operations and transaction, employees should seek
the advice of the Company’s legal counsel when questions covering international
activities arise.




16.
            Complying
      with Environmental Laws is
Essential




NIMS must
fully comply with all federal, state, local and foreign laws relating to the
protection of the environment in the conduct of its business.  It is
recognized that the use of hazardous materials is
unavoidable.  However, we have an obligation to use and store these
materials properly to ensure that contact with the environment is minimized and
limited to established accepted circumstances.  All wastes which are
generated must be stored as required by applicable law and must be recycled or
disposed of as required by applicable law.  Employees must report, in
accordance with applicable Company policies, any circumstances under which
hazardous materials or wastes come in contact with the environment, are
improperly handled or disposed of, or where a potential violation of the
environmental laws may exist.


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17.
            Observe
      Restrictions on International Trade and Avoid Illegal
    Boycotts




U.S. law
prohibits the exportation of products and technology to certain countries and
trading partners, and trading restrictions may also be imposed by the laws of
other countries in which NIMS companies manufacture products.  Since
the application of these laws depends on the type of products and the countries
involved, the Company’s legal counsel should be informed of any proposed new
business relationships involving international trade.




NIMS may
receive requests to participate in a boycott imposed by one non-U.S. country
against another country that is friendly to the U.S. Participation in any such
boycott violates U.S. law, and anyone receiving such a request is required to
report it.  Employees should be alert to boycott provisions in forms
that they receive from other companies, such as contracts, requests to bid,
letters of credit, and purchase orders.  If any document contains
language that may potentially be boycott-related, NIMS cannot sign the document,
and it must be provided promptly to the Compliance Officer or the Company’s
legal counsel for proper handling.




18.
            Waivers




Any
waiver of this Code for executive officers including, where required by
applicable laws, our principal executive officer, principal financial officer,
principal accounting officer or controller (or persons performing similar
functions) or directors may be authorized only by our Board or the Audit
Committee and will be disclosed to stockholders as required by applicable laws,
rules and regulations.




19.
            Ethics
      Hotline




You may
contact our Ethics Hotline via toll-free call (1-877-848-2766), email (NIMS@signius.com) or
website (http://www.thecompliancepartners.com/NIMS) if you wish to
report actual or suspected violations of this Code.  The Ethics
Hotline is administered by an independent compliance provider to ensure
confidentiality.  You may make your contact anonymously, although the
Compliance Officer may be unable to obtain follow-up details from you that may
be necessary to investigate the matter.  Your contact with the Ethics
Hotline will be kept strictly confidential to the extent reasonably possible
within the objectives of this Code.




20.
            Clarifying
      Questions and Concerns; Reporting Possible
  Violations




If you
encounter a situation or are considering a course of action and its
appropriateness is unclear, or if you wish to ask questions about the Company’s
policy, discuss the matter promptly with your supervisor, the Compliance Officer
or our Chief Executive Officer.  If you are aware of a suspected or
actual violation of Code standards by others, you have a responsibility to
report it.


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21.
            Compliance
      with the Code of Business Conduct and
Discipline




NIMS
strives to serve the overall interests of our customers, suppliers, employees,
communities and shareholders.  NIMS believes that strict compliance by
all directors, officers and employees with this Code of Conduct by each of us
will best serve the interests of the Company and these
constituencies.  Accordingly, violations of the Code of Conduct will
not be tolerated and will result in penalties ranging from warnings and
reprimands to discharges as deemed appropriate by the
Company.  Willful disregard of criminal statutes underlying this Code
of Conduct may require the Company to refer such violation for criminal
prosecution or civil action.




Each
supervisor has the responsibility for employees, including agents, consultants,
and other representatives of the Company under his or her direction to: (1)
continually stress to all employees the need for a commitment to the principles
of the Code of Conduct; (2) ensure that their departments operate in accordance
with the highest principles of business ethics; and (3) maintain a workplace
environment that encourages open communication regarding the importance of
operating under these principles and to reinforce the lines of communications
available to employees to resolve concerns related to the Code of
Conduct.




Each NIMS
director, officer and employee is charged with the responsibility of
familiarizing himself or herself with the Code of Conduct and reporting each
violation or potential violation of the Code of Conduct of which he or she
becomes aware.  The Company strongly encourages employees to work with
their supervisors on matters concerning the interpretation and application of
the Code and in making reports.  If any employee feels that he or she
may not discuss a particular situation with his or her supervisor, such employee
should feel free to discuss the matter with any of the executive officers of the
Company.




We wish
to assure each employee who reports a violation or potential violation of the
Code of Conduct that he or she will, to the extent practicable, remain
anonymous.  Under no circumstances will any employee be subject to any
disciplinary or retaliatory action as the result of filing a report of a
violation or a potential violation.  Concerns in this area should be
reported to the head of human resources or to any executive
officer.


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