MRU HOLDINGS, INC.
            CODE OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS

      The Company's Chief Executive  Officer  ("CEO"),  Chief Financial  Officer
("CFO") and [other  senior  financial  officers]  hold an important and elevated
role in corporate  governance in that they are uniquely capable and empowered to
ensure that all stockholders'  interests are appropriately  balanced,  protected
and preserved.  This Code of Ethics for CEO and Senior Financial  Officers (this
"Code")  embodies  principles  to which such officers are expected to adhere and
advocate.  These tenets for ethical business  conduct  encompass rules regarding
both individual and peer  responsibilities,  as well as  responsibilities to the
Company's employees,  the public and other stockholders.  The CEO, CFO and other
senior  financial  officers  are  expected  to abide by this Code as well as all
applicable  Company  business conduct  standards and policies  relating to areas
covered  by this Code.  Any  violations  of the Code may result in  disciplinary
action, up to and including termination of employment.  All employees covered by
this Code will:

      1.    be responsible for full, fair,  accurate,  timely and understandable
            disclosure  in the  periodic  reports  and  documents  filed  by the
            Company with the U.S. Securities and Exchange Commission ("SEC") and
            other public communications made by the Company.

      2.    promptly  bring to the  attention  of the Board of  Directors of the
            Company  (the  "Board"),  or  the  Audit  Committee,   any  material
            information  of which he or she may become  aware that  affects  the
            disclosures made by the Company in its public filings,  documents or
            other communications.

      3.    promptly bring to the attention of the Board or the Audit  Committee
            any  information  he or she  may  have  concerning  (a)  significant
            deficiencies  in the design or operation of internal  controls  that
            could  adversely  affect the Company's  ability to record,  process,
            summarize and report  financial  data; or (b) any fraud,  whether or
            not material, that involves management or other employees who have a
            significant role in the Company's financial  reporting,  disclosures
            or internal controls.

      4.    promptly  bring  to  the  attention  of  the  Audit   Committee  any
            information  he or she may have  concerning  any  violation  of this
            Code, including any actual or apparent conflicts of interest between
            personal and professional relationships, involving any management or
            other  employees  who  have a  significant  role  in  the  Company's
            financial reporting, disclosures or internal controls.

      5.    promptly  bring  to  the  attention  of  the  Audit   Committee  any
            information he or she may have concerning (a) evidence of a material
            violation  of the  securities  or other laws,  rules or  regulations
            applicable  to the Company and the  operation of its business by the
            Company or any of its  officers,  employees  or agents;  or (b) of a
            violation of this Code.

      6.    act  with  honesty  and  integrity,   avoiding  actual  or  apparent
            conflicts   of  interest   in  their   personal   and   professional
            relationships.

      7.    comply with rules and regulations of federal,  state, provincial and
            local  governments,   and  other  appropriate   private  and  public
            regulatory agencies.

      8.    act in good  faith,  responsibly,  with  due  care,  competence  and
            diligence,  without misrepresenting material facts or allowing one's
            independent judgment to be subordinated.


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      9.    respect the  confidentiality  of  information  acquired  except when
            authorized  or otherwise  legally  obligated to disclose and not use
            such confidential information for personal advantage.

      10.   achieve  responsible use, control,  and stewardship over all Company
            assets and resources that are employed or entrusted to them.

      11.   not unduly or  fraudulently  influence,  coerce,  or manipulate,  or
            mislead any authorized  audit or interfere with any auditor  engaged
            in the  performance  of an  internal  or  independent  audit  of the
            Company's financial statements or accounting books and records.

      If any employee  covered by this Code is or becomes aware of any suspected
or know  violations of this Code,  such  employee has a duty to promptly  report
such concerns to the Audit Committee.

      If you have a concern about a questionable  accounting or auditing  matter
and wish to submit the concern  confidentially or anonymously,  you may do so by
contacting  the  Corporate  Secretary,  Mr.  Louis Zehil Esq.,  the Company will
handle all inquiries  discretely  and make every effort to maintain,  within the
limits  allowed by law, the  confidentiality  of anyone  requesting  guidance or
reporting questionable behavior and/or a compliance concern.

Dated:  March 21, 2005