Code of Ethics:

In promulgating a code of ethics the International Reciprocal Trade Association
(“IRTA”) and members of IRTA (“Industry Members”) recognize the efficacy
of establishing a self-regulating process to sustain an ethical climate to assure
public and business confidence in the barter industry.

All Industry Members have agreed to adhere to the following
Code of Ethics:

1. Industry Members shall continually strive to maintain a level of
   esteem and respect for the reciprocal trade industry, the services
   it performs, and its member practitioners, colleagues, employees
   and associates. No Industry Member shall speak ill of, or impugn
   the character of any other Industry Member or firm.
2. Industry Members shall endeavor to establish rules, procedures,
   and practices in their business operations that will serve the best
   interests of the public and their clients.
3. Fairness and honesty shall characterize all dealing among Industry
   Members and Industry Members shall, in their business dealings,
   uphold the same standard for clients, suppliers, remarketers,
   liquidators and others who do business with the industry.
4. Industry Members shall comply with all laws, regulations, rules
   and ordinances of any governmental body or agency of proper
   jurisdiction.
5. All advertisements, publicity, public or private statements and
   written or visual communications of Industry Members shall be
   factually accurate and shall comply with basic standards of
   fairness and honor.
6. Industry Members shall provide full and accurate disclosure of
   all information material to the establishment of a business
   relationship with prospective clients prior to the execution of
   any binding agreement. All collateral materials shall clearly set
   forth the terms, conditions, and obligations of all parties to the
   agreement. Honesty and accuracy shall characterize all solicitations
   and dealings. Information considered proprietary and confidential
   to the parties in any transaction may be withheld, provided the
   other party is made aware of said withholding.
7. Industry Members shall establish business relationships only with
   those individuals, corporations and firms who, upon reasonable
   investigation, appear to possess the basic resources and abilities
   to fulfill the commercial needs and requirements of the barter
   system and who operate in an ethical and professional manner
   with the Industry Member’s clients and with the public at large.
8. No Industry Member shall issue trade credits entailing a "best
   efforts" obligation to obtain products or services for a client
   without a reasonable likelihood and capability of fulfillment of
   said trade credits and/or trade dollars.
9. Industry Members shall, at all times, refrain from offering more
   than they can deliver, or exaggerate, in any way, the availability
   of media and goods and/or services beyond their capability to
   deliver during the term of a client contract.
10. Industry Members shall enter into a transaction with a client only
    when they are reasonably sure that they will not violate the client's
    restrictions on distribution of his merchandise. The Industry Member
    shall further, formally and in writing, inform prospective buyers of
    said restrictions and take all steps necessary to assure that
    restrictions are adhered to by a buyer.
11. Industry Members shall not discriminate on the basis of race,
    color, national origin, religion or gender in hiring employees,
    acceptance of clients or establishment of any other business
    relationship.
12. Industry Members shall cooperate in the establishment of
    professional and ethical standards in the resolution of any and
    all disputes between Industry Members and clients, suppliers or
    other Industry Members.
13. Industry Members shall establish internal rules, procedures, and
    practices in their business operations that will serve the best
    interests of the public and their clients.
14. Industry Members shall provide appropriate guidance and
    supervision over the activities of their employees for the purpose
    of ensuring truth and accuracy in public communications,
    statements made to clients and adherence to the requirements of
    this Code of Ethics in all business dealings with suppliers, clients,
    the public and other Industry Members.
15. Any alleged violation of this Code of Ethics by an Industry
    Member, or any other party involved in a business transaction
    with any Industry Member, shall be addressed, investigated and
    resolved through due process, provided that complaint is initiated
    within three years of transaction.
16. No person shall engage in the unauthorized use of the Trademark,
    trade name, corporate name or slogan of another business.
17. No Industry Member shall use threats or intimidation or otherwise
    engage in unfair business practices to thwart a competitor's efforts
    to sign a client.
18. 
    
    • Industry Member franchisers, licensers and other companies
      doing business through affiliates shall establish policies and
      maintain controls over franchisees, licensees, or affiliates to
      ensure the protection of their clients’ trading privileges and
      shall reserve in their contractual agreements with their
      franchisees, licensees, and affiliates such power as is
      necessary to effectively implement this Article.
    • In the event it becomes apparent that the business practices
      of a franchisee, licensee or affiliate are inconsistent with
      prudent standards and the protection of a clients' trading
      privileges is in doubt, it shall be the duty of the franchiser,
      licensor, or parent company to promptly undertake remedial
      action.
    • If necessary, where a franchisee, licensee, or affiliate fails to
      operate its business in accordance with the appropriate
      standards set forth in its contract and this Article 18
      regarding the protection of the Clients’ trading privileges,
      the franchiser, licensor, or parent company shall recognize
      its responsibility to honor outstanding trade credit balances
      and assume management control over such franchisee,
      licensee, or affiliate office until such time as that office is
      properly disposed of in accordance with pertinent federal,
      state or local laws and IRTA/CBC regulations, or is resold
      or reassigned to another party deemed capable of operating
      the business in a proper manner.
    • It is the franchiser's, licensor's, or parents company's responsibility
      to take all reasonable and prudent actions to ensure compliance
      with this Article 18.
      
19. The Boards of Directors of IRTA hall review this Code of Ethics
    from time to time and any revisions or amendments shall be ratified
    by two-thirds majority vote of the Industry Members present and
    voting at an annual meeting of Industry Members.
20. Industry Members are discouraged from soliciting clients from a
    competitive trade exchange by utilizing the competitor's
    membership list (printed, electronic, or otherwise). Industry
    Members may not solicit clients of a competitive trade exchange
    from a competitor's list (printed, electronic or otherwise) unless
    the list is readily available to the public. The secret payment or
    allowance of rebates, refunds, commissions, or unearned discounts,
    whether in the form of money or otherwise or secretly extending to
    certain Industry Members of a competing trade exchange special
    services or privileges not extended to all Industry Members of the
    trade exchange joining or trading under like terms and conditions,
    to the injury of a competitor and where such payment or allowance
    tends to destroy the competition, is a violation of this Code of
    Ethics.