1. Conduct

1.1.    ASCSP Members in keeping with high standards of ethical conduct:

1.1.1.   Will strive to increase the competence and prestige of the ASCSP            Membership; 1.1.2.   Will utilize objectivity and impartiality in the application of expertise utilized to            complete cost segregation studies and reports; 1.1.3.   Will conduct themselves in an honest manner regarding the public and their            peers; 1.1.4.   Will utilize best practices as recognized by ASCSP, industry forums, and            governmental agencies for the performance of work; 1.1.5.   Will abide by this Code of Ethics and will agree to subject to the prohibited            conduct and disciplinary elements herein.

2. Duty of Care

2.1.    ASCSP Members will conduct themselves in a professional manner and will always take into
          consideration the responsibilities bestowed upon them by virtue of the Client-Consultant
          relationship.

2.2.    ASCSP Members will act fairly and justly toward vendors and sub-consultants and other cost
          segregation consultants.

2.3.    ASCSP Members will evaluate any potential or real conflicts of interest and agree to fully
          disclose same prior to engagement by the client.

2.4.    ASCSP Members will inform their clients immediately upon discovery of a material fact that
         would significantly alter the anticipated results of the services provided by ASCSP Members.

2.5.    ASCSP Members will immediately inform their clients about any errors or omissions
          discovered in their work product; either during or following completion of work product by
          ASCSP Member.

2.6.    ASCSP Members will undertake assignments for which they are qualified and agree to
         disclose the utilization of any sub-consultants or third party entities at the time of proposal. 

2.7.    ASCSP Members shall treat all client-supplied information as confidential.

2.8.    ASCSP Members shall not sell or resell any IRS internal training videos, internal
          memoranda or other information as a means to collect fees or elicit work from prospective
          clients.

2.9.    ASCSP Members shall not utilize materials produced by others without the express written
          consent of the owner of said materials.

2.10.   ASCSP Members shall not make false or misleading representations with respect to the
          following:

2.10.1.     Educational qualifications. 2.10.2.     Number of years actively involved in cost segregation 2.10.3.     Actual number of cost segregation studies performed as a an individual. 2.10.4.     Actual number of cost segregation studies performed as a firm. 2.10.5.     Involvement and/or participation in the development of the IRS Audit                Techniques Guide for Cost Segregation, or other IRS documentation. 2.10.6.     Involvement and/or participation in the development of any industry                guidance documentation. 2.10.7.     Number of in-house staff members 2.10.8.     Qualifications of staff members 2.10.9.     Office locations 2.10.10.   Names of actual studies completed 2.10.11.   Client lists 2.10.12.   Errors & Omissions coverage

2.11.   ASCSP Members shall not engage in collusion, price fixing or any other strategies whereby
          open-market principles are compromised.

3. Obligations to the Public

3.1.   ASCSP Members will use their best efforts to promote ASCSP as a venue for resources, 
         information and certification of professionals.

3.2.   ASCSP Members will encourage fellow cost segregation providers, including their
         competitors to apply for membership and where appropriate, sit for the examinations.

3.3.   ASCSP Members will develop reports that will comply generally to the standards to be
         developed by ASCSP. 

3.4.   ASCSP Certified Members will review and certify any and all reports that shall bear the
         signature and the seal of an ASCSP Certified Member. 

3.5.   All engineers, architects and other qualified professionals engaged by ASCSP Certified
         Member shall be managed directly by the ASCSP Member Certified Member.

3.6.   ASCSP Certified Members shall not certify reports completed by other firms or individuals
         without the following:

3.8.   ASCSP Members will not request, propose, or accept professional fees on a contingent basis
         (i.e. a percentage of enhanced cash flow, NPV of “tax savings”, fixed fee plus additional cost
         savings, etc).

4. Membership Responsibilities

4.1.   ASCSP Members will provide existing and prospective employees with complete information
         pertaining to ASCSP and will encourage membership in ASCSP.

4.2.   ASCSP Members will endeavor to provide opportunity for the professional development and
         advancement of ASCSP Members in their employ or under their supervision.

4.3.   ASCSP Members will not directly or indirectly solicit the employees of other ASCSP Members.

4.4.   ASCSP Members shall inform fellow ASCSP Members of inappropriate acts or practices of
        their respective employees with respect to potential violations of this Code of Ethics.

4.5.   ASCSP Members shall not directly or indirectly, attempt to damage the reputation of another
        ASCSP member, (other than by the result of findings pursuant to the Grievance Section
        contained herein).

4.6.   ASCSP Members shall not plagiarize other member’s work product or that of non-members.

4.7.   ASCSP Members will work on a cooperate basis to advance ASCSP and the cost segregation
        industry.

5. Professional Development

5.1.   ASCSP Members shall continue their professional development throughout their careers, and
        shall provide opportunities for the professional development of those ASCSP Members under
        their supervision.

5.2.   ASCSP Members agree to abide by the continuing education requirements as set forth by
        ASCSP.

6. Grievance Procedures

6.1.   ASCSP Members agree to subject themselves to formal grievance procedures as set forth by
        ASCSP Board of Directors and Ethics Committee.  Generally speaking, there will be six
        elements to the Grievance Procedure as follows:

6.1.1.    Initial Complaint, brought forth by another ASCSP member of a client of an             ASCSP member 6.1.2.    Evaluation of the Complaint by the Ethics Committee 6.1.3.    Research of the facts and circumstances 6.1.4.    Submittal of findings by the Ethics Committee for review and vote by the             Board of Directors 6.1.5.    Disciplinary action including but not limited to probation, suspension, or long             term debarment from ASCSP. 6.1.6.    Publication of the outcome of the above process on the ASCSP website.

7. Misrepresentation or Misstatement of ASCSP Affiliation

7.1.   ASCSP Members agree to strictly abide by the proper use of the ASCSP logo, trademark, or
        membership level designation.   Members shall not, in any circumstances utilize the ASCSP
        logo under false representation, nor shall any ASCSP member misstate their involvement,
        participation, affiliation, or membership level.  Any  misrepresentation or misstatement of either
        a member firm or individual member, whether intentional or unintentional, regarding the
        affiliation, member level, participation, or involvement in ASCSP activities or committees will be
        result in the following:

7.1.1.    Notification, in writing or via email by the Ethics Committee of the infraction. 7.1.2.    Evaluation of the infraction by the Ethics Committee. 7.1.3.    Research of the facts and circumstances 7.1.4.    Submittal of findings by the Ethics Committee for review and vote by the             Board of Directors 7.1.5.    Disciplinary action, if the infractions are found to be substantiated, resulting             in the immediate suspension of the member firm, and all ASCSP members             involved in the infraction.  Such suspension shall be in effect for a period of             not less than five years and will require the former member firm and/or             individual member to submit, in writing, a statement which reflects the desire             for the offending firm/individual to refrain from any such inappropriate             conduct.  Individuals involved in the disciplinary action shall be allowed to be             re-instated into ASCSP as junior members, and must go through all testing             processes and any other membership level requirement in order to advance             to a higher level in the ASCSP. 7.1.6.    Publication of the outcome of the above process on the ASCSP website.