##### 



Exhibit 11.1
 NIS Code of Ethics




---



##### 



2




---



##### 



Introduction
    
    
    
    
    2Contents
    
    
    
    
    
    
    3Purpose and Characterization of the Code of Ethics
    
    
    4Code of EthicsI.
    
    Legal Compliance
    
    
    51.
    
    Compliance with relevant laws and internal rules
    
    
    5
    
    Business-related laws and regulations
    
    
    5
    
    Information management- and disclosure-related laws and regulations
    
    
    6
    
    Insider trading-related laws and regulations
    
    
    62.
    
    Confidentiality
    
    
    7II.
    
    Relationships with Customers and Outside Vendors
    
    
    71.
    
    Elimination of collusion with customers
    
    
    72.
    
    Free and fair competition
    
    
    73.
    
    Selecting and dealing fairly with outside vendors
    
    
    84.
    
    Prior approval of business entertainment
    
    
    85.
    
    Responding to offers of gifts or special treatment
    
    
    96.
    
    Sound relationships with public officials and others
    
    
    97.
    
    Confrontations with anti-social organization
    
    
    9III.
    
    The Company and its Employees
    
    
    91.
    
    Prohibition of conflict of interest behavior
    
    
    92.
    
    Respect for company property
    
    
    103.
    
    Prohibition of sexual harassment and power harassment
    
    
    10IV.
    
    As a Member of Society
    
    
    111.
    
    Prohibition of discrimination; respect for human rights
    
    
    112.
    
    Awareness of ones place as a member of society
    
    
    11V.
    
    Punitive Provisions
    
    
    11VI.
    
    Pledge
    
    
    11
 
 3




---



##### 



4




---



##### 



I.
    
    Legal Compliance1.
    
    Compliance with relevant laws and internal rulesWe must, at all times, correctly understand and observe any and all laws, regulations and
guidelines relating to our respective businesses. We must not only comply with the express
language of laws but also observe the spirit of the laws, whether provided in writing or
not, and the intent, purpose and background surrounding the each laws enactment. In
conducting overseas business, we naturally will adhere to laws and regulations of the
relevant countries and regions.At the same time, we must conduct our business faithfully in accordance with our internal
rules including employment guidelines and company manuals. We will not follow instructions
or orders blindly even when they come from our superior, and should such instructions be in
possible violation of the law or our internal rules, we will stop to think, and, when
appropriate, question or confirm before acting.As a business, we must pursue profits, but corporate profitability should never mean
justifying the pursuit of profits through unjust means. We shall remain fixed on achieving a
fair profit through the conduct of fair and equitable business.Further, as a group, we hereby specifically affirm the importance of the following:
 
    
    Business-related laws and regulationsWe are attempting to transform our business from the one focused on a traditional
moneylending business model to a total financial services business by focusing on
four key business areas: real estate-related businesses, investment banking,
China-related businesses and servicer-related business. While all of our businesses
are, of course, conducted in compliance with relevant laws and regulations, our moneylending and other key business endeavors, in particular, require close adherence to
both the laws noted below as well as related laws and regulations including the Law
Concerning the Protection of Personal Information of Japan (the Personal Information
Protection Law) and the Law on Customer Identification and Retention of Records by
Financial Institutions, and Prevention of Fraudulent Use of Deposit Accounts (the
Personal Identification Act), in addition to our own internal rules made up of our
employment guidelines, company manuals, internal notices and other business
communications.
 i.
    
    Moneylending business-related
 
    
    Law Concerning Regulations on Moneylending Business, etc. (Moneylending
Business Law)
    
    Law Concerning the Regulation of Internet Rates (Interest Rate
Restriction Law)
 5




---



##### 




    
    Law Concerning the Regulation on Acceptance of Contributions, Money
Deposits and Interest (Contributions Law) and other related laws, statutes,
and government ministerial regulations
 ii.
    
    Real Estate-related
 
    
    Building Lots and Building Transactions Law
and other related laws, statutes, and government ministerial regulations
 iii.
    
    Investment banking-related
 
    
    Financial Instruments and Exchange Law of Japan (FIEL)
and other related laws, statutes, and government ministerial regulations
 iv.
    
    Servicer business-related
 
    
    Special Measures Law on Debt Servicing Business by Servicing Companies
(Servicer Law) and other related laws, statutes, and government ministerial regulations
  
    
    Information management- and disclosure-related laws and regulationsFor personal information, and indeed all information obtained in the course of our
business, we must act in accordance with all laws and regulations, and manage such
information appropriately in conformity with our own information security policies and
other internal rules. Further, to ensure the confidentiality and integrity of such
information assets, we will strive to protect their security, and to prevent the loss,
theft or unauthorized use of such information.Further, we must disclose information regarding our financial results and other
important statements to the public fully and accurately and in a timely fashion. Such
disclosure must be open, fair and understandable in order for us to maintain a healthy
relationship with our stakeholders and create a more open company that is trusted by
the public at large.
    
    Insider trading-related laws and regulationsIf we obtain material facts (insider information)*Note1 about our group
companies or other companies which have not otherwise been made public, regardless of
our individual positions or titles, we may not, beyond what is necessary in the course
of business, disclose such insider information. Further, we may not buy or sell any
stock or security issued by such companies. This applies to transactions in our
families names as well. Furthermore, we will also refrain from providing advice to friends and acquaintances based on such information. We will
fully understand and comply with all relevant laws, regulations and internal rules
regarding insider trading.
  
 6




---



##### 



2.
    
    ConfidentialityWe must appropriately handle all information obtained in the course of business and not yet
made public, including customer information, personal information, company and sales secrets
and other confidential information in accordance with the law and our own internal rules. We
may not, without justifiable reasons, disclose or otherwise allow such information to be
leaked outside the company.We must remain particularly aware that discussing such information with friends and
colleagues, especially at bars and restaurants, in trains or taxis, or in other public
places, may constitute a leak of information. That applies to family and relatives as well.
We will adhere to this confidentiality obligation not only during our term of employment but
also after leaving the company as well.
 II.
    
    Relationships with Customers and Outside Vendors, etc.
 1.
    
    Elimination of collusion with customersWe present ourselves as a Vision Support Company that supports and achieves the visions
(dreams) of the small and medium-sized companies that are our customers through a variety of
services. To do this, we must be able to respond to a wide variety of customer needs.
However, we must not respond to demands, even from our customers, that involve unfair or
illegal actions, or that would create ambiguity regarding our position relative to our
customers. Meeting the needs of our customers does not mean accepting special requests
only from certain customers, or responding to illegal or unauthorized requests, or taking on
unreasonable demands, from customers.We must be fair and impartial, and must take special attention not to take any action which
may result in an illegal or unethical relationship with our customers or which may be
perceived as having such relationship with our customers.
 2.
    
    Free and fair competitionIn the conduct of our business, we must not hold discussions among our competitors to enter
into secret pacts or agreements which may restrict free competition. We shall also refrain
from any statement or action that may raise such suspicions. We must clearly reject any proposal from other companies that may suggest such action.Furthermore, we shall not take any action that may be construed as an abuse of a dominant
bargaining position or as excessive interference in the selection of corporate directors.
When providing products or services, we shall also take care to avoid any forced
cross-selling of other products or services, which may be perceived as improper tie-in
sales.Our group shall conduct its business on the basis of free, fair and transparent competition.
Business with honesty and management with integrity is part of our corporate philosophy,
and this concept is fundamental to our groups business.
 7




---



##### 



3.
    
    Selecting and dealing fairly with outside vendorsWhen selecting outside vendors, we shall make fair and open decisions based on the totality
of the vendors product quality, service, price, delivery, past business experience and
reliability. We shall observe all applicable internal rules when outsourcing all or part of
our work to an outside vendor.We will also maintain transparent and equitable relationships in all of our transactions
with outside vendors, taking due care in all cases to avoid being perceived by third parties
as unfair, partial, or not transparent. We will not provide favorable terms to a particular
vendor, or engage in any special favors.In particular, we must take special care to avoid providing any preferential treatment when
entering into any contract or transaction with friends, acquaintances or other individuals
with whom we may have a personal relationship. In such cases, we will first report the deal
to our direct superior before entering into a contract or transaction with such a person in
an open and aboveboard manner.We do this because we wish to be perceived by all as a company that deals in open and fair
transactions.
 4.
    
    Prior approval of business entertainmentRegardless of whether or not any direct transaction is involved, when offered any kind of
business entertainment, we will first report to and obtain the approval of our direct
superior. Upon obtaining the necessary approval, we will only accept minimum necessary
entertainment, and inform the other party to that effect. If, for some reason, prior
reporting and approval is not possible, we will report any business entertainment accepted
as soon as possible after the fact. We do this because such acceptance may have some
influence on our future decision-making.In addition, should such reported business entertainment be deemed excessive by our
superior, we must discuss the facts with the relevant departments and respond appropriately
to ensure that there is no material impact on our future decision-making. Specifically, for
example, we may remove the employee who accepted excessive entertainment from any future
dealings with the relevant business partner.When we provide business entertainment, we must take adequate
care to confirm with the other party if it is appropriate and what entertainment is to be provided.
 8




---



##### 



5.
    
    Responding to offers of gifts or special treatmentWe may not, in the course of business, accept from customers or outside vendors, etc. any
gift of money or goods or any special treatment. Similarly, of course, we may not solicit
any gift or special treatment from our clients or vendors.Should business partners offer a gift or special treatment, we will take appropriate action
after first reporting such offer to our direct superior. For example, a personal offer of
goods or services at a specially favorable price would fall under such provision.
 6.
    
    Sound relationships with public officials and othersIn our relationships with public and semi-public officials*Note2, both at home
and abroad, we will at all times strive to maintain sound and transparent relationships,
based on the National Public Service Ethics Law. Further, we are prohibited from offering
gifts or business entertainment of any kind to any public official. We will avoid any
actions in regard to parties having any interest in our company, which imply or may be
perceived as implying an expectation of some return, even if such actions do not constitute
providing an outright gift or business entertainment to such parties.In principle, the same rule shall apply to individuals related to politicians (including
secretaries of legislative members, candidates and so forth), with whom special care should
be taken to maintain a relationship in moderation.We will not attempt to handle questionable situations or address special circumstances on
our own, but will always consult in advance with the Risk Management division and follow the
instructions of the applicable division head.
  
 7.
    
    Confrontations with anti-social organizationsWe must stand firmly against anti-social organizations. Furthermore, we must eliminate any
and all relationships that might be perceived or construed as opaque and collusive. To
accomplish this, it is important that all relevant departments work together, in cooperation
with the police, if necessary. If we inadvertently become involved with such parties or
individuals, we must promptly report such facts to the relevant department and act further
only upon receiving appropriate instructions therefrom.
 III.
    
    The Company and its Employees
 1.
    
    Prohibition of conflict of interest behaviorWe will act in such a way that our personal interests do not conflict with those of our
group companies. For example, we must never form personal relationships with customers and
partners with whom we have developed relationships through work, and the use of customer
lists or customer credit information in the pursuit of personal profit is never to be
permitted. Further, we will not hold relationships with, or invest in, our competitors, nor
will we otherwise participate in their activities. Having ones own business is, of course,
prohibited. We are also prohibited from serving as a director of another company or working
for another business without the prior approval of a relevant group company.
 9




---



##### 



2.
    
    Respect for company propertyWe shall maintain a distinction between company property and personal property, and respect
company property. All company property is provided for business use and not for personal
use. As such, company supplies and materials shall not be taken home. Use of the internet,
e-mail, copy machines, facsimile and company-provided mobile phones for personal purposes is
not permitted.In addition, to maintain the security of our information systems and information assets,
internet and e-mail use may be monitored. Use of the internet or e-mail for personal
purposes, and/or viewing of inappropriate internet sites (adult sites, gambling sites, etc.)
found in the course of such monitoring may be a cause for dismissal.
 3.
    
    Prohibition of sexual harassment and power harassmentIn compliance with relevant employment and labor laws, we strive to build and maintain a
positive, comfortable working environment. Therefore, under no circumstances do we allow any
director, statutory auditor, officer or employee to use his or her rank or position to force
a sexual relationship on another. We also prohibit any conduct or expression that may cause
any of us, of either gender, to feel sexually uncomfortable, and any conduct that negatively
affects the workplace environment. That such unacceptable conduct or expression took place
over drinks or at a party is not an acceptable excuse.We also prohibit words and actions that take advantage of ones rank or position to exert
undue pressure on an employee of a lower rank or position. This may be the case when one
persons idea of guidance is felt by the other party to be verbal abuse. Any situation
which, when viewed objectively, is seen as causing harm to an individuals person or dignity
may be considered power harassment.Cases of sexual and/or power harassment will, upon discovery, be dealt with in accordance
with prescribed policy.
 10




---



##### 



IV.
    
    As a Member of Society
 1.
    
    Prohibition of discrimination; respect for human rightsIn employment and compensation, we must assess each employee fairly on the basis of the
nature of their work and their performance. Under no circumstances will discrimination be
allowed on the basis of race, religion, nationality, gender, beliefs, creed, education,
birthplace, age, appearance, physical handicap or other individual characteristics. Even
when clear discrimination is not involved, we will refrain from any conduct or expression
that may cause discomfort to individuals or those around us. Jokes based on an individuals
physical attributes are damaging to a comfortable workplace, and should be considered in the
same manner, and each employee should strive to speak and act with the other partys
feelings taken into consideration. We will show respect for human rights and will not allow
insidious bullying or harassment, which is nothing more than the Golden Rule: Do unto
others as you would have them do unto you.
 2.
    
    Awareness of ones place as a member of societyWherever we go, in the workplace or outside, we will be aware of our position as adults in
international society. We will keep in mind that each of us represents our group, and should
thus refrain from words or actions that go against common sense and good manners. We will
keep in mind that we should speak and act in moderation even when we are not at work. Each
of us will take due care not to tarnish the reputation of our group. Specifically, we will
refrain from driving, or allowing others to drive, while intoxicated, and shall refrain from
any act that may represent an infringement of intellectual property rights.
 V.
    
    Punitive Provisions
    VI.
    
    Pledge
   11




---



##### 



Pledge to Comply with the NIS Code of Ethics
  (Contents)I.
    
    Legal Compliance1.
    
    Compliance with related laws and internal rulesi.
    
    Business-related laws and regulationsii.
    
    Information management- and disclosure-related laws and regulationsiii.
    
    Insider trading related laws and regulations2.
    
    ConfidentialityII.
    
    Relationships with Customers and Outside Vendors1.
    
    Elimination of collusion with customers2.
    
    Free and fair competition3.
    
    Selecting and dealing fairly with outside vendors4.
    
    Prior approval for business entertaining5.
    
    Responding to other offers of accommodation6.
    
    Sound relationships with public officials and others7.
    
    Confrontations with anti-social forcesIII.
    
    The Company and its Employees1.
    
    Prohibition of conflict of interest behavior2.
    
    Respect for company property3.
    
    Prohibition of sexual harassment and power harassmentIV.
    
    As a Member of Society1.
    
    Prohibition of discrimination; respect for human rights2.
    
    Awareness of ones place as a member of society
  Employee NumberDivision
    
    Dept.                          SectionName/Signature

(seal)
 12