Professional Rules of Conduct continued

5. Members and Associates will not represent conflicting interests without express
written consent of all parties after full disclosure.

6. Members and Associates will not allow their related business interests to affect
representation of a client. If the propriety of a Member's and Associate's own
conduct in a transaction is in question, it may be difficult or impossible for the
Member and Associate to offer detached advice. Members and Associates will
advise all appropriate parties of potential conflicts. Members and Associates must
immediately disclose their interests when referring a client to another firm or
enterprise for services. Members and Associates will refuse any gift, favor or
hospitality that would influence or appear to influence their actions.

7. Members and Associates will take a position on a tax return favorable to their
clients only if there is a realistic possibility that the position will be sustained on its
merits, unless the position is disclosed on the return. Members and Associates have
the absolute duty to explain in writing the probable effects of various alternatives to
their clients who must make the final decision as to the position to be taken when
the applicable law is unsettled or the application of law to the facts in a given
situation is uncertain.

8. Members and Associates will not knowingly, directly or indirectly, employ, form
an association or partnership with, be employed by, accept assistance of, or share
fees with, a person, associate, correspondent or subagent who has been disbarred
or suspended.

9. Members and Associates will avoid any appearance of impropriety when paying
or accepting a commission to obtain a client, or to refer products or services. It will
not be inappropriate to purchase a tax practice, to make retirement payments to
persons formerly engaged in a tax practice, or to make payments to their heirs or
estates.

10. Members and Associates who are engaged simultaneously in another occupation
will conduct themselves in such a manner so as not to create a conflict of interest
in rendering professional tax service or professional advice. No Member or
Associate will accept or pay a commission for the sale or referral of products or
services unless properly licensed, and those facts are fully disclosed in writing, to
the client. No Member or Associate will pay a commission or referral fee to an
employee for referring a client for products or services unless such employee is
properly licensed.

11. Members and Associates will not solicit clients by advertising or other forms of
solicitation in a manner that presents a false, misleading, or deceptive appearance.
Members will not solicit clients in any manner prohibited by the most current
provisions of Circular 230.

12. Members and Associates will undertake only those tax matters which the
Member or Associate, or the Member's or Associate's firm, can reasonably expect
to complete with professional competence. Members and Associates will obtain
sufficient relevant data to afford a reasonable basis for conclusions or
recommendations in relation to the task.

13. Members and Associates will be considerate and courteous in dealing with
representatives of governmental agencies. In practice, the Member and Associate is
under a duty to provide all information required by a statute or regulations, and
formally requested by the authorized governmental agency. The defense of the
client must be exercised within the bounds of the law and without resorting to
deception.

14. Members and Associates will not suggest, state, promise, or give the impression
that they are able to obtain special consideration from governmental agencies or
their representatives, including making reference to previous I.R.S. employment.

15. Members and Associates will advise a client, preferably in writing if they
suspect the client may not have complied with the revenue laws or (may) have
made an error in, or omission from a return, document, affidavit, or paper which
the client is required by law to execute concerning the matter, and also advise the
client of the consequences of the noncompliance, error or omission.

16. Members and Associates will not knowingly misrepresent or omit material facts
in preparation of tax returns. Should a client insist, the Member and Associate will
withdraw and refuse to prepare the return.

17. Members and Associates will not represent a client, or where representation has
commenced, will withdraw from representation of the client if:

a. the representation will result in violation of the rules of professional conduct or
the law,
b. the Member's or Associate's physical or mental condition materially impairs
his/her ability to represent the client,
c. the client persists in a course of action involving the Member's or Associate's
services that the member or Associate believes is criminal or fraudulent,
d. the client has used the Member's or Associate's services to perpetrate a crime or
fraud, or
e. the Member or Associate is discharged.

18. Members and Associates may withdraw from representing a client if:

a. the client insists on pursing an objective that the Member or Associate considers
imprudent,
b. the client fails substantially to fulfill an obligation to the Member or Associate
regarding the Member's or Associate's services and has been given reasonable
warning that the Member or Associate will withdraw unless the obligation is fulfilled,

c. the representation will result in an unreasonable financial burden on the Member
or Associate or has been rendered unreasonably difficult by the client, or
d. other good cause for withdrawal exists.

19. Upon termination of representation, a Member or Associate will make
reasonable steps to protect the client's interests, providing reasonable notice,
allowing time for employment of another practitioner, surrendering papers and
property to which the client is entitled, and refunding advance fees that have not
been earned. The Member or Associate must retain papers relating to the client to
the extent required by law.

20. Members and Associates will furnish to clients or former clients, upon request
and reasonable notice, any accounting or other records obtained from the client.

21. Tax preparation services will not be offered or rendered under any arrangement
except as authorized by the most current provisions of Circular 230.