**CODE
      OF ETHICAL CONDUCT**


**OF**


**NNRF,
      INC.**





Preface





The
      honesty, integrity and sound judgment of principal executive and financial
      officers of NNRF, Inc. ("the Company") is fundamental to the reputation and
      success of the Company. While all employees, officers, and directors are
      required to adhere to this Code of Ethics, the professional and ethical conduct
      of our principal executive and financial officers is essential to the proper
      function and success of the Company.





Our
      principal executive and financial officers hold an important and elevated role
      in our corporate governance. These individuals are key members of the management
      team, who are uniquely capable and empowered to ensure that the interests of
      the
      Company stakeholders (including stockholders, employees, collaborators and
      suppliers) are appropriately balanced, protected and preserved. Such persons
      fulfill this responsibility by prescribing and enforcing the policies and
      procedures employed in the Company's business and financial operations.





Principal
      Executive and Financial Officers Code of Ethical Conduct





As
      a
      result, principal executive and financial officers of the Company performing
      senior executive, accounting, audit, financial management, or similar functions
      must:





Act
      with
      honesty and integrity, avoiding actual or apparent conflicts of interest in
      personal and professional relationships except as otherwise disclosed, approved
      and determined to be in the best interests of the Company and its stockholders;





As
      is
      required and/or necessary to conduct their duties, provide colleagues with
      information that is accurate, complete, objective, relevant, timely, and
      understandable;





Comply
      with applicable laws, rules, and regulations of federal, state, and local
      governments (both Unites States and foreign) and other appropriate private
      and
      public regulatory agencies, including, without limitation, with regard to all
      mandatory public disclosures;





Act
      in
      good faith, with due care, competence, and diligence, without misrepresenting
      material facts or allowing independent judgment to be subordinated;





Respect
      the confidentiality of information acquired in the course of employment;





Be
      accountable for adherence to this Code of Ethics and otherwise proactively
      promote ethical and honest behavior within the workplace, and





Promptly
      report violations of this Code of Ethics to senior management or, as applicable,
      the board of directors of the Company, and if, necessary, to outside counsel,
      as
      a last resort should earlier attempts to redress such violations
      fail.





All
      principal executive and financial officers are expected to adhere to this Code
      of Ethics at all times. The board of directors of the Company shall have the
      sole and absolute discretionary authority to approve any deviation or waiver
      from this Code of Ethics. Any waiver (and the grounds for such waiver) for
      a
      principal executive or financial officer of, or an amendment to, this Code
      of
      Ethics shall be disclosed as required by applicable Securities and Exchange
      Commission rules.




ADOPTED
      by the board of directors on March 14, 2008.