**NSM
        Holdings, Inc.**
 
 **Code
        of Ethics**
 
 **Overview**
  NSM
        has
        adopted a code of ethics (the “ **Code** ”)
        that
        is applicable to every officer, director, employee and consultant of the
        company
        and its affiliates (collectively the “ **Employee** ”
        or
“ **Employees** ”).
        The
        Code reaffirms the high standards of business conduct required of all Employees.
        The Code is part of NSM’s continuing efforts to (1) ensure that it complies with
        all applicable laws, (2) have an effective program in place to prevent and
        detect violations of law, and (3) educate and train its Employees to be aware
        and understand ethical business practices. In most circumstances, the Code
        sets
        standards that are higher than the law requires.
   NSM
        has
        also adopted eight corporate values: Focus, Respect, Excellence, Accountability,
        Teamwork, Integrity, Open Communications and Positive Attitude. See Schedule
“A”
        for a statement on each value. The values have been adopted to provide a
        framework for all Employees in conducting themselves in their jobs. These
        values
        are not intended to substitute for the Code, but will serve as guidelines
        in
        helping the Employees to conduct NSM’s business in accordance with the Code.
   The
        Code
        is not intended to cover every possible situation in which an Employee may
        find
        himself or herself. It is meant to give each Employee the boundaries within
        which NSM expects each Employee to conduct himself or herself while representing
        NSM. An Employee may find himself or herself in a situation where there is
        no
        clear guidance given by the Code. If that occurs, return to the objective
        stated
        below: common sense, good judgment, high ethical standards and integrity,
        and
        refer to NSM‘s values. In addition, there are many resources upon which an
        Employee may rely, including the President and other NSM officers and
        management. Together all Employees can continue to make NSM a company that
        sets
        a standard for all e-commerce and hobby companies.
   **Objective**
  One
        of
        NSM’s objectives is to conduct all business operations in the utmost ethical
        manner utilizing common sense, good judgment, high ethical standards and
        integrity. NSM cares about its Employees, shareholders, clients, suppliers,
        and
        the communities in which it conducts its business operations. In the course
        of
        meeting its business objectives, NSM considers it essential that all Employees
        understand and comply with the Code and therefore share and participate in
        NSM’s
        way of conducting business.
  **Standard
        of Conduct**
  NSM
        insists that all aspects of its business operations are conducted with honesty,
        integrity and fairness, and with respect for the interests of those affected
        by
        its business and activities. NSM also expects the same in its relationships
        with
        all those with whom it does business.
  Each
        Employee must maintain and foster integrity and honesty in all dealings with
        clients and all business transactions. Each Employee must commit to act
        according to the highest ethical standards and is expected to apply ethical
        business practices in administrative and financial aspects of the business
        operations of NSM.
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  No
        code
        of conduct can hope to lay down appropriate behavior for every situation,
        nor
        should it seek to do so. Each Employee is required to make a careful and
        considered judgment of what is right and proper in any particular
        situation.
  It
        is the
        obligation of every Employee in conducting the business operations of NSM
        to be
        responsible, honest, trustworthy, conscientious, and dedicated to the highest
        standards of ethical business practices. Accordingly, all Employees are required
        to avoid not only impropriety, but also the appearance of impropriety in
        conducting the business operations of NSM.
  **Obeying
        the Law**
  All
        Employees of NSM are required to comply with (1) the letter and the spirit
        of
        laws and regulations of the countries in which NSM conducts business operations,
        (2) the accepted business practices in commercial markets, and (3) any
        contractual terms and conditions applicable to any business
        transaction.
  It
        is
        expected that each Employee will use common sense, good judgment, high ethical
        standards and integrity in all the Employee’s business dealings.
  Each
        Employee must commit to know and abide by all applicable laws and regulations.
        Employees are expected to be familiar with the Code as it applies to their
        duties. Each Employee is required to follow and to comply with the Code.
        A
        refusal by any Employee to agree to be bound by the Code will be grounds
        for
        discipline up to and including dismissal.
  A
        breach
        of any law, regulation or ethical standard by any Employee will not be justified
        by the pursuit of profit or the departure from acceptable practice by
        competitors.
  **Enforcement
        of Code**
  The
        Code
        will be enforced at all levels fairly and without prejudice. Any breach of
        any
        standard of the Code may result in disciplinary action, up to and including
        termination.
  Zuber
        Jamal, NSM’s CEO and President, has been appointed as Compliance Officer of NSM,
        responsible for overseeing compliance with, and enforcement of, the Code.
        Zuber
        Jamal, NSM’s CFO, has been appointed as Assistant Compliance Officer. If an
        Employee encounters a situation that the Employee is not able to resolve
        by
        reference to the Code, the Employee should ask for help from the Compliance
        Officer or the Assistant Compliance Officer if they need assistance in
        understanding or interpreting any part of the Code.
  Any
        Employee who, in good faith, has reason to believe any operation or activity
        of
        NSM is in violation of the law or of the Code must call the matter to the
        attention of the Compliance Officer. See Schedule “B” for a non-exhaustive list
        of reportable violations.
  If
        the
        Employee has reason to believe that it would be inappropriate to report the
        operation or activity to the Compliance Officer, the Employee should report
        it
        to the Assistant Compliance Officer. All reports will be reviewed and
        investigated and as necessary under the circumstances, and the reporting
        Employee should provide sufficient information to enable a complete
        investigation to be undertaken.
  Any
        Employee who makes an allegation in good faith reasonably believing that
        a
        person has violated the law or the Code will be protected against
        retaliation.
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  Violations
        of the law or the Code will subject Employees to disciplinary action, up
        to and
        including termination of employment. In addition, Employees involved may
        subject
        themselves and NSM to severe penalties, including fines and possible
        imprisonment. Compliance with the law and high ethical standards in the conduct
        of NSM’s business should be a top priority for each Employee.
  **Insider
        Trading, Securities Compliance and Public Statements**
  Securities
        laws prohibit anyone who is in possession of material, non-public information
        (“ **Insider
        Information** ”)
        about
        a company from purchasing or selling stock of that company, or communicating
        the
        information to others. Information is considered “ **material** ”
        if a
        reasonable investor would consider it to be important in making a decision
        to
        buy or sell that stock. Some examples include financial results and projections,
        new products, acquisitions, major new contracts or alliances prior to the
        time
        that they are publicly announced. Employees who become aware of such Inside
        Information about NSM must refrain from trading in the shares of NSM until
        the
        Inside Information is publicly announced.
  Employees
        must also refrain from disclosing the insider Information to persons who
        do not
        have a need to know, whether they are inside NSM or outside, such as spouses,
        relatives or friends.
  NSM
        makes
        regular formal disclosures of its financial performance and results of
        operations to the investment community. NSM also regularly issues press
        releases. Other than those public statements, which go through official
        channels, Employees are prohibited from communicating outside NSM about NSM’s
        business, financial performance or future prospects. Such communications
        include
        questions from securities analysts, reporters or other news media, but also
        include seemingly innocent discussions with family, friends, neighbors or
        acquaintances.
  **Financial
        Reporting**
  NSM
        is
        required to maintain a variety of records for purposes of reporting to the
        government. NSM requires all Employees to maintain full compliance with
        applicable laws and regulations requiring that its books of account and records
        be accurately maintained. Specifics of these requirements are available from
        the
        Compliance Officer.
  **Accuracy
        of Records**
  NSM’s
        accounting records and supporting documents must accurately describe and
        reflect
        the nature and result of NSM’s business operations. All activities and results
        of NSM’s business operations must be presented in a fair and balanced manner.
  All
        business transactions must be properly authorized as well as completely and
        accurately recorded on NSM ’s
        books.
        Procedures for doing so must comply with NSM ’s
        financial policy and follow NSM ’s
        policy
        for authorization and documentation, as well as follow generally accepted
        accounting practices. Budget proposals and other financial evaluations and
        forecasts must fairly represent all information relevant to the business
        transaction. In addition, no unrecorded cash funds or other asset accounts
        will
        be established or maintained for any purpose. Misapplication or improper
        use of
        corporate or property or false entry to records by any Employee or by others
        must be reported to NSM’s
        Board of Directors .
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            - 3***
  **Record
        Keeping and Retention**
  To
        help
        maintain the integrity of NSM’s record-keeping and reporting systems, each
        Employee must know his or her area’s records retention procedures, including how
        data is stored and retrieved. It is that person’s responsibility to know how to
        document and transact any entries or records that he or she is responsible
        for.
        All Employees are expected to comply fully and accurately with all audits,
        including responding in a timely fashion to requests for records or other
        material from or on behalf of NSM’s auditors or management.
  **Communicating
        Accurate and Timely Information**
  In
        all
        interactions and communications, whether with shareholders, the public, clients,
        government agencies, or others inside or outside of NSM, each Employee is
        expected to be truthful and forthright. This includes making accurate
        statements, not misrepresentations or statements intended to mislead or
        misinform; and responding promptly, accurately, and with full disclosure
        to
        requests from governmental agencies for information or documents.
  **Confidentiality**
  Employees
        must respect the confidentiality of information received in the course of
        business dealings and must never use such information for personal gain.
        Information given by Employees in the course of business dealings must be
        true
        and fair and never designed to mislead.
  Confidential
        information can only be revealed upon written authorization of
        management.
  Employees
        must not use or disclose NSM’s trade secrets, proprietary, or confidential
        information, or any other confidential information gained in the performance
        of
        NSM as a means of making private profit, gain or benefit.
  Employees
        must not use Internet bulletin boards or chat rooms to discuss matters or
        opinions related to NSM or any of its industries, or to respond to comments
        about NSM. In today’s electronic age, posting information on Internet bulletin
        boards or even communicating in chat rooms is the same as “speaking to the
        media”.
  **Environmental,
        Health and Safety**
  NSM
        is
        committed to running its business in an environmentally sound and sustainable
        manner. NSM’s objective is to ensure that its business operations have the
        minimum adverse environmental impact commensurate with the legitimate needs
        of
        its business operations.
  NSM
        is
        committed to protecting the health and safety of its Employees, as well as
        the
        environment in general. NSM expects employees to obey all laws and regulations
        designed to protect the environment, and the health and safety of all Employees,
        and to obtain and fully observe all permits necessary to do
        business.
   ***Page
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  At
        the
        very least, all Employees should be familiar with and comply with safety
        regulations applicable to their work areas. NSM will make, to the extent
        possible, reasonable accommodations for the known physical or mental limitations
        of its Employees. Employees who require a special accommodation should contact
        the Compliance Officer. NSM will then engage in an interactive process to
        determine what reasonable accommodations may exist.
  **Declaration
        of Interest**
  Each
        Employee is expected to avoid any activity, investment or association that
        interferes with the independent exercise of his or her judgment in NSM’s best
        interests (“ **Conflicts
        of Interest** ”).
        Conflicts of Interest can arise in many situations and occur most often in
        cases
        where the Employee or the Employee’s family obtains some personal benefit at the
        expense of NSM’s best interests.
  No
        Employee, or any member of Employee’s immediate family, is allowed to accept
        money, gifts of other than nominal value, unusual entertainment, loans, or
        any
        other preferential treatment from any customer or supplier of NSM where any
        obligation may be incurred or implied on the giver or the receiver or where
        the
        intent is to prejudice the recipient in favor of the provider. Likewise,
        no
        Employee is allowed to give money, gifts of other than nominal value, unusual
        entertainment or preferential treatment to any customer or supplier of NSM,
        or
        any employee or family members thereof, where any obligation might be incurred
        or implied, or where the intent is to prejudice the recipient in favor of
        NSM.
        No Employee is allowed to solicit or accept kickbacks, whether in the form
        of
        money, goods, services or otherwise, as a means of influencing or rewarding
        any
        decision or action taken by a foreign or domestic vendor, customer, business
        partner, government employee or other person whose position may affect NSM’s
        business.
  No
        Employee will use NSM’s property, services, equipment or business for personal
        gain or benefit.
  Each
        Employee is required to reveal any personal interest that may impinge or
        might
        reasonably be deemed by others to impinge on the Employee’s business dealings
        with any industry partners of NSM.
  Employees
        may not: (1) act on behalf of, or own a substantial interest in, any company
        or
        firm that does business, or competes, with NSM; (2) conduct business on behalf
        of NSM with any company or firm in which the Employee or a family member
        has a
        substantial interest or affiliation. Exceptions require advance written approval
        from NSM’s Board of Directors. ****
  Employees
        should not create the appearance that they are personally benefiting in any
        outside endeavor as a result of their employment by NSM, or that NSM is
        benefiting by reason of their outside interests. Any Employee who is not
        sure
        whether a proposed action would present a conflict of interest or appear
        unethical should consult with the Compliance Officer.
  NSM
        expects its Employees to avoid (1) personal activities and financial interests
        that could conflict with their responsibilities and obligations and (2) giving
        assistance to competitors, which could be in conflict with the interests
        of NSM
        or its clients. All Employees are required to seek the consent of NSM management
        if they intend to become partners or shareholders in companies outside NSM’s
        corporate structure.
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   **Fair
        Competition**
  NSM’s
        policy is to comply fully with competition and antitrust laws throughout
        the
        world. NSM is committed to vigorous yet fair competition and supports the
        development of appropriate competition laws. Each Employee must avoid any
        business arrangement that might prevent the effective operation of fair
        competition. It is advised that each Employee consult with the Compliance
        Officer before attending a meeting with a party who may be viewed as a
        competitor.
  **International
        Trade**
  NSM
        must
        comply with a variety of laws around the world regarding its activities.
        In some
        cases, the law prohibits the disclosure of information, whether the disclosure
        occurs within the U.S. or elsewhere, and whether or not the disclosure is
        in
        writing.
  U.S.
        law
        and the Code prohibits giving, offering, or promising anything of value to
        any
        public official in the U.S. or any foreign country to influence any official
        act, or to cause an official to commit or omit any act in violation of his
        or
        her lawful duty. The Foreign Corrupt Practices Act precludes payments to
        non-U.S. government officials for the purpose of obtaining or retaining
        business, even if the payment is customary in that country. This law applies
        anywhere in the world to U.S. citizens, nationals, residents, businesses
        or
        employees of U.S. businesses. Because NSM is a U.S. company, this law applies
        to
        NSM and all of its subsidiaries. Any questions on this policy should be directed
        to the Compliance Officer.
  **Government
        Relations**
  NSM
        is
        prohibited by law from making any contributions or expenditures in connection
        with any U.S. national election. This includes virtually any activity that
        furnishes something of value to an election campaign for a federal office.
        Use
        of NSM’s name in supporting any political position or ballot measure, or in
        seeking the assistance of any elected representative, requires the specific
        approval of the President of NSM. Political contributions or expenditures
        are
        not to be made out of NSM’s funds in any foreign country, even if permitted by
        local law, without the consent of the President of NSM.
  **Vendors,
        Contractors, Consultants and Temporary Workers**
  Vendors,
        contractors, consultants or temporary workers who are acting on NSM’s behalf, or
        are on NSM’s property, are expected to follow the law, the Code, and honor NSM’s
        values. Violations will subject the person or firm to sanctions up to and
        including loss of the contract, the contracting or consulting agreement,
        or the
        discharge from temporary assignment.
  **Compliance
        with the Code**
  It
        is the
        responsibility of NSM’s Board of Directors to ensure that the standards embodied
        in the Code are communicated to, understood and observed by all Employees.
        NSM’s
        Board of Directors will not criticize management for any loss of business
        resulting from adherence to the Code. Equally, NSM’s Board of Directors
        undertakes that no Employee will suffer as a consequence of bringing to their
        attention, or that of senior management, a breach or suspected breach of
        the
        Code.
  ***Page
            - 6***
  The
        standards set out in the Code directly reflect NSM’s high ethical standards. NSM
        expects and requires each and every Employee, as a representative of NSM,
        to
        fulfill NSM’s ethical commitment in a way that is visible to the outside world
        with which NSM conducts its business operations.
  Each
        Employee is responsible for complying with the standards set out in the Code
        and
        must ensure that their personal conduct is above reproach.
  Each
        Employee has an obligation to assure that the conduct of others around him
        or
        her complies with the Code.
  All
        Employees have a legal, moral, and ethical duty to report to NSM’s Board of
        Directors and the appropriate authorities any known or suspected violations
        of
        law, regulations or corporate policy, including the Code.
  Breaches
        of law, regulations and the standards of conduct listed above may lead to
        serious consequences for the Employee concerned.
  **Annual
        Acknowledgement**
  Each
        Employee will be required to sign a statement annually that he or she has
        read
        and understands NSM’s Code of Ethics. This statement will also require that the
        Employee state that he or she is in full compliance with the Code. The form
        of
        statement is attached as Schedule “C”.
 
  ***Page
            - 7***
  **Schedule
        “A”**
  **VALUES**
   ***FOCUS:*** We
        exist
        only because we are in the e-commerce and hobby business.
  ***RESPECT:*** We value
        all people, treating them with dignity at all times.
  ***EXCELLENCE:*** We
        strive for “Best in Class” in everything we do.
  ***ACCOUNTABILITY:*** We do
        what we say we will do and expect the same from others.
  ***TEAMWORK:*** We
        believe that cooperative action produces superior results.
  ***INTEGRITY:*** We are
        honest with each other, our customers, our partners, our shareholders and
        ourselves
  ***OPEN
        COMMUNICATION:*** We share
        information, ask for feedback, acknowledge good work, and encourage diverse
        ideas.
  ***POSITIVE
        ATTITUDE:*** We work
        hard, are rewarded for it, and maintain a positive attitude with a good sense
        of
        perspective, humor and enthusiasm.
   ***Page
            - 8***
  **Schedule
        “B”**
  **Reportable
        Violations - Anonymous Reporting Program**
   Accounting
        Error
 Accounting
        Omissions
 Accounting
        Misrepresentations
 Auditing
        Matters
 Compliance/Regulation
        Violations
 Corporate
        Scandal
 Domestic
        Violence
 Discrimination
 Embezzlement
 Environmental
        Damage
 Ethics
        Violation
 Fraud
 Harassment
 Industrial
        Accidents
 Misconduct
 Mistreatment
 Poor
        Customer Service
 Poor
        Housekeeping
 Sabotage
 Securities
        Violation
 Sexual
        Harassment
 Substance
        Abuse
 Theft
 Threat
        of
        Violence
 Unfair
        Labor Practice
 Unsafe
        Working Conditions
 Vandalism
 Waste
 Waste
        of
        Time and Resources
 Workplace
        Violence
   ***Page
            - 9***
  **Schedule
        “C”**
 
 **Acknowledgement
        and Certification Statement**
 
 
 I
        acknowledge and certify that I have read and understand the information set
        forth in the Code of Ethics of NSM Holdings, Inc. and will comply with these
        principles in my daily work activities. I am not aware of any violation of
        the
        standards of NSM’s Code of Ethics.
 
 
 Date:_________________________________________________________________________________________________________
 
 Name
        (print):___________________________________________________________________________________________________
  Position:______________________________________________________________________________________________________
 Address:______________________________________________________________________________________________________
  *Signature:_____________________________________________________________________________________________________*
   
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