1. Ormita Commerce Network Working together to transform under- utilised capacity into tangible assets

2. 1 2 3 Company Snapshot Our History Business Growth International Presence Media Recognition 4 General Statistics Exporters Media Outlets Travel and Tourism Manufacturers Other Businesses Government Direct Barter vs Ormita The Role of a Barter Exchange Third Party Record Keeping Tax Issues Business Structure OUR PROCESS THE ROLE OF ORMITA WHY BARTER? COMPANY OVERVIEW Approaching Businesses Market Entry Procedures Standard Order of Target Markets Launch Planning REVENUE STREAMS 5 Revenue Streams Revenue Share Typical Startup Year 1 Example of New Licensee Growth 5 Year Period Growth

3. > Multilateral Barter > Tolling > Counter-purchase > Offsets > Switch Trading > Compensation / Buyback > Venture Capital COMPANY SNAPSHOT Founded in 2001 as a financial services software provider Currently the world's largest non-cash (barter) trade house in based on annualised figures as of Dec, 31 2011 Operations across 17 countries (2011) Expanding to 22 countries (2012) – Four more under discussion Customers in 54 countries MARKET ACTIVITY MARKET SEGMENTS BY VOLUME

4. Jun 1998Jul 2001Feb 2002Oct 2009Jun 2007 Sept 2008 Dec 2011 OUR HISTORY Business Internet Services Ltd partners with ITEX barter exchange in New Zealand ITEX quits New Zealand. BIS directors start developing financia lservices application software Incorporated as XO Limited, the company begins to take on customers Owners sell assets of XO Limited and begin to acquire independent barter exchanges Owners sell assets of XO Limited and begin to acquire independent barter exchanges for rebranding under the name Ormita Ormita brand now operating in 6 countries UK Government publishes report on alternative financial instruments and barter, citing Ormita as the worlds largest global exchange network

5. BUSINESS GROWTH GLOBAL TRADE VOLUME (millions of U.S. dollars) NATIONAL OFFICES

6. > AUSTRALIA > HONG KONG > MEXICO > SWEDEN > CANADA > INDIA > NEW ZEALAND > TURKEY > CHINA > INDONESIA > PAKISTAN > UNITED KINGDOM > EGYPT > IRAN > POLAND > UNITED STATES > ESTONIA > ITALY > ROMANIA > ZAMBIA > FINLAND > MACAU > SOUTH AFRICA > GERMANY > MALTA > SOUTH KOREA Existing Office (retail) Government Trade ) Launching 2012 Under Negotiation INTERNATIONAL PRESENCE

7. SOME OF OUR CUSTOMERS

8. EXAMPLES OF MEDIA RECOGNITION

9. 2 General Statistics Exporters Media Outlets Travel and Tourism Manufacturers Other Businesses Government WHY BARTER?

10. 70% of all fortune 500 companies 2 Eight out of ten media companies 3 65% of all New York Stock Exchange listed firms 4 More than 129 governments 5 Nearly 400,000 businesses in the USA 6 1.8 billion Swiss Francs each year in Switzerland 7 18% of the Argentina economy in 1995 8 Most start-ups boot-strap themselves with barter Frequent-flyer points 1. (2004)., Department of Commerce Fact Sheet. USA DOC. 2. Schmiddgall, R.S., Damitio, J.W. (1999)., Bartering activities of the Fortune 500 and hospitality lodging firms., International Journal of Hospitality Management 3. American Association of Advertising Agencies. (2003). 4. (2004)., Annual Report, National Association of Trade Exchanges. Fact Sheet, International Reciprocal Trade Association. 5. United Nations Commission on International Trade Law. Vol XIX. (Yearbook). A/CN.9/302 6. Stodder, J. (2007)., Residual Barter Networks and Macro-Economic Stability. Renselaer Polytechnic Institute at Hartford, Hartford CT. 7. Studer, T (1998)., WIR and the Swiss National Economy 8. Pearson, R. (2003)., Argentina's Barter Network: New Currency for New Times., Bulletin of Latin American Research MORE THAN 30% OF THE WORLDS TRADE IS NON-CASH BASED 1

11. Robert A. Zoellick President WORLD BANK When banks are under pressure, the capital needed for trade finance may be allocated elsewhere on balance sheets. With no secondary market to offload loans, balance sheets have been constrained. In addition, global currency volatility and more rigorous counterparty risk assessment contribute to higher cost of trade finance for importers, exporters and financial intermediaries. "Trade Finance in Crisis: Market Adjustment or Market Failures?", Policy Research Working Paper 5003, World Bank, July 2009

12. Low Risk / Inexpensive Market Entry Allows a business to swap / exchange their own product or service for things they need Reduces the cash outlay of the business Every purchase is matched with a new sale Purchase of international advertising, trade shows, translation, legal and accounting services etc More sales result in more customer feedback and less cost for give-away samples Enables Market Entry in Restrictive Markets A method of repatriating profits frozen in a foreign subsidiary operations blocked accounts. If unable to repatriate its earnings, the firm will scout the local market for products it can successfully export to world markets. When the alternative is no trade at all firms may want to consider barter. BARTER FOR EXPORTERS

13. May Be Mandatory When Selling to Certain Countries Various countries place restrictions on currency exchange for the protection of the currency and to balance requirements between imports and exports Strengthens International Relationships Business relationships can be created by the willingness to accept the purchaser's domestically produced goods as payment. Lower Opportunity Cost During difficult economic times a seller may face high finance costs and slow movement of product - leading to surpluses and/or the need to reduce staff numbers and/or inventory holdings. There may be a lack of immediate opportunities to sell for cash. Finding a new cash-paying customer for goods involves a new investment in marketing, versus a low cost for countertrade (especially where marketing and entry costs are offset against new sales via bartering) BARTER FOR EXPORTERS

14. Eric L. Hirschhorn Under Secretary U.S. DEPARTMENT OF COMMERCE BUREAU OF INDUSTRY & SECURITY U.S. prime contractors generally see barter as a reality of the marketplace for companies competing for international sales. Several U.S. prime contractors have informed BIS that offsets are usually necessary in order to make these sales - sales which help support the U.S. industrial base. "Offsets in Defense Trade", U.S. Department of Industry, December 2009

15. Attracts New Customers Businesses who would otherwise be unable, or unwilling, to purchase for cash may be willing to undertake a barter deal Low Cost For High Returns Sometimes it is hard to attract new cash paying customers Once a media companys initial operating costs are covered every new sale comes at a very low cost People paying on barter are still offering something of value – barter credits and/or direct barter trades – meaning the media company is turning something lost into something potentially valuable. Get more cash referrals Successful clients can be used as case studies to attract new cash paying customers Word of mouth referrals are the best form of signing new clients BARTER FOR MEDIA OUTLETS

16. International tourism is part of the international trade in goods and services that occurs daily. Most international trade is facilitated by international payment mechanisms and acceptable hard currency mediums of exchange. However a considerable amount of trade is facilitated without such international mediums of exchange. These alternative trade mechanisms come under the heading of barter. Martin Ferguson Minister of Tourism AUSTRALIA GOVERNMENT "Countertrade and Tourism Development". The Journal of Tourism Studies, Vol. 7, No. 1,

17. Every unsold room represents lost revenue Turns previously unsold rooms into needed products and services Takes customers away from competing brands or locations Discounting rooms is not the answer If everyone discounts then the overall perception of the market price will go down Once a business becomes known for discounting it is very difficult to increase the price later Competitors with bigger pockets could win a discount war Turns empty rooms into needed products or services Allows a business owner to bank previously unsold room space for later use. Helps maintain advertising budgets regardless of cash sales Turns unsold rooms into a source of referrals for new cash sales Referrals create more credibility than advertising alone Travellers often view referral information online Builds consumer trust and may lead to additional cash business BARTER FOR TRAVEL AND TOURISM

18. Ahmad Mohamed Ali Al-Madani President ISLAMIC DEVELOPMENT BANK Barter is viewed as a potential means of enhancing trade and promoting economic cooperation. "Countertrade: Policies and Practices in OIC Member Countries", Islamic Development Bank, Seminar Proceedings No. 24, 2002

19. Recieve the highest rate of return By bypassing importers and wholesalers a manufacturer can recieve a higher profit margin for each item sold Provides an outlet to sell problem stock Returned stock Surplus items Improperly packaged stock / incorrectly branded stock Seasonal stock can be sold at retail market prices Opens new channels for direct sales Recieve immediate payment rather than 90 days credit Use barter to acquire needed goods and services Advertising Customer and/or staff rewards Uniforms, stationery, printing Equipment / equipment maintenance and repairs Lifestyle enhancing products or services BARTER FOR MANUFACTURERS

20. Manufacturer Importer Wholesaler / Distributor Retailer Consumer Manufacturer Consumer STANDARD CASH MARKET SALES ORMITA MARKET SALES Manufacture Cost $70 Buy Price $120 MANUACTURERS PROFIT $50 Manufacture Cost $70 Buy Price $80 Buy Price $90 Buy Price $100 Buy Price $130 MANUACTURERS PROFIT $10

21. Businesses often have excess capacity in their own goods, services or infrastructure, even more so when the financial cycle slows and credit tightens. Business people find that using capacity to source needed goods and services is an attractive alternative proposition to conventional sales and credit if it can increase sales, ease cash flow or reduce reliance on conventional credit. Excerpt from "Capacity Trade and Credit: Emerging Architectures for Commerce and Money". UKTI, BIS, City of London Corporation & ESRC Joint Report. Published December 2011. Launched by Lord Sassoon. Lord Sassoon Commercial Secretary UK TREASURY

22. BARTER FOR OTHER BUSINESSES Reduces existing cash outlay Buying using your own goods or services as payment is a lower-cost option than purchasing using cash Every purchase is offset against a new sale Attract new cash-paying customers Barter for advertising Have more people use your product or service Get more referrals Creates efficiencies in business Earn full value for overstocked, last season or end-of-line items Reduce storage costs No need to discount Helps expand (or maintain) market share

23. Goods acquired using barter are still counted as an increase in the assets of the business. Bank capital guarantees reduce available lines of credit - barter capital does not. Allows the organisation to meet assets and/or equity ratios for other (cash) subsidies and loans. Lets a business obtain future international lines of credit guaranteed by countertrading operations. BARTER CAN HELP TO IMPROVE THE BALANCE SHEET

24. Raymond O. Estioko CENTRAL BANK OF THE PHILIPPINES Reciprocal trade has allowed the country not only to recoup and preserve its foreign exchange but also enabled key industry sectors to develop and expand new markets and products for export, acquire sophisticated technology, obtain foreign direct investments, and avail of specialized technical/specialized training. "Countertrade Program of the Philippines", Philippine Government, 2002

25. BARTER FOR GOVERNMENTS Financially sound practice Preserves scarce hard currency Improves the balance of trade in the importing country Channel back of recoup foreign exchange spent on imported goods or services Reduces foreign currency exchange risks Expands international appetite for developing countries products Lesser developed countries can take advantage of the distribution and marketing networks of the companies they countertrade with to distribute their products. Technology transfer between buyer and seller Gain access to advanced technology and training, new foreign investments, research and development and related support for national development and modernization programs Promote mutually beneficial collaborative business ventures between local industry sectors and their foreign counterparts through joint ventures and industrial cooperation Promote export products and markets

26. 3 Direct Barter vs Ormita The Role of a Barter Exchange Third Party Record Keeping Tax Issues Business Structure THE ROLE OF ORMITA

27. DIRECT BARTER IS DIFFICULT You may want something from someone but they do not want anything from you You want more from the other business than they want from you It is sometimes difficult to value the goods or services You want a product now but you can only repay in exchange later You do not have a direct relationship with the seller Agreements are difficult to document and enforce Hard to find sellers who will agree to exchange

28. DIRECT BARTER ORMITA BARTER

29. ROLE OF THE BARTER EXCHANGE The Ormita platform serves several functions: Provides a multi-lateral matching system of wants and needs Helps source new customers Promotes existing participants (nationally and globally) Acts as a third-party to mediate between delivery of goods and services for the best price Finds alternative (non-cash) suppliers for you to make purchases from Records the values of transactions Issues account statements to show the transactions Ormita provides each member with an account which: Offers access to interest-free lines of credit Records the value of every purchase or sale Issues account statements

30. Ormita brings new customers These customers do not replace existing cash customers Customers come from competing businesses that are not members of the Ormita network These customers generate new revenue Ormita will never devalue your current cash market Ormita does not resell products for cash We do not discount products against the prevailing cash market price Ormita will only offer your service for exchange into markets where it does not currently exist and/or where there is low brand awareness Ormita does not resell products for cash We do not discount products against the prevailing cash market price Customers who acquire a product or service through barter are more likely to give positive feedback The cost to service an additional customer may be nominal versus what is gained in return BARTERING CREATES NEW OPPORTUNITIES

31. THIRD PARTY RECORD KEEPING Transactions are recorded in a centralized ledger which records the value of the items purchased (debit) and sold (credit) - much like a clearinghouse does for stocks, or a commercial bank does for checks. This ledger system utilises a trade credit as a method of accounting with 1 Trade Credit = $1. (NB. Trade credits are also referred to as Barter Dollars). Just like any brokerage firm, Ormita charges a cash commission on each transaction.

32. $0 $1,000 $2,000 $3,000 -$3,000 -$2,000 -$1,000 When a member sells, their Ormita barter account is credited for the value of the sale – just as if it had been sold for cash When a member buys their Ormita barter account account is debited

33. Barter is not a tax dodge Most countries have laws about barter For barter to be legal the price must be the same as the real cash market price. (This is why we account for barter transactions in the same way as cash and at the same price as the cash market price) Used correctly, bartering creates no major tax liabilities Income tax is paid on profit If you spend all the income that you earn you have no profit (and therefore no income tax) Sales tax / GST / VAT must be paid according to your government regulations TAX ISSUES

34. BUSINESS STRUCTURE ORMITA INTERNATIONAL NATIONAL LICENSEE REGIONAL LICENSEE AFFILIATES CLIENT DIRECTORS CLIENT DIRECTOR MANAGER BROKER TEAM LEADER BROKERS

35. Media Buying Agencies Media buying agents purchase media for cash (at a 10-15% discount) and resell it for cash Ormita already acts as a media buying agency and aggregator of media for our customers (this is how we charge the customers a higher fee for media) Ormita benefits from bulk media buys (reduced cost per deal which can be turned into a barter dollar profit) Importers Unless an importer has excess stock, they offer no value add to the Ormita business model and are simply seeking a mark-up which would reduce manufacturers and exporters benefits of being involved in barter. Other Typically anything with less than a 30% profit margin is difficult to do on barter as the member must pay a commission when they buy of 7% cash. BUSINESSES WE EXCLUDE AS MEMBERS

36. 4 Approaching Businesses Market Entry Procedures Standard Order of Target Markets Launch Planning OUR PROCESS

37. We attempt to understand each businesses existing, ongoing, cash expenses. There is a focus on converting a minimum of $2,000 of existing monthly cash expenses into barter. APPROACHING BUSINESSES Example Business - Regular Fixed Outgoings Which Could Be Bartered MonthlyQuarterlyAnnuallyOnce-Off Advertising $2,000 Annual employee outing $5,000 Book-keeping & audit $500 Car maintenance & cleaning $1,000 Client entertainment $500 Employee gifts & bonuses $4,000 Equipment (new asset) purchase $15,000 Legal services $3,000 Printing$50,0000 Toner, ink & copier supplies $200 Water cooler supplies $100 Website hosting & internet $100 Ongoing Savings$53,300$5,500$8,000$15,000 Ormita works with customers to return full value for their excess capacity, unsold time or devaluing inventory within a defined time-period and as part of a buying schedule.

38. Build Market Database Target database acquisition for direct marketing activities Import into Ormita CRM system Target database acquisition for direct marketing activities Import into Ormita CRM system Informational Marketing Send 2-3 Email newsletters weekly with information about various aspects of barter Receive inbound lead / queries Draft press release(s) Send 2-3 Email newsletters weekly with information about various aspects of barter Receive inbound lead / queries Draft press release(s) Direct Sales Schedule networking event / launch event Direct meetings with leads Ascertain leads wants and offers Schedule networking event / launch event Direct meetings with leads Ascertain leads wants and offers Trading Activities Enter wants / offers into Ormita system Perform matching Trade commences Enter wants / offers into Ormita system Perform matching Trade commences MARKET ENTRY PROCEDURES

39. 1.Exporters – Products – Tourism – Professional Services – Education 2.Media Companies – Broadcast – Interactive – Out of Home – Print 3.Companies Who Buy Local Media 4.SME Businesses – Product Providers – Service Providers 5.Start-up Businesses STANDARD ORDER OF TARGET MARKETS Typically purchase media and trade shows May purchase other media on barter or goods from exporters

40. Revenue Streams Revenue Share Typical Startup Year 1 Example of New Licensee Growth 5 Year Period Growth REVENUE STREAMS 5

41. Transaction Fees Every time a member engaged in a barter sale they are billed a 7% cash transaction fee. The minimum a member should transact per month is 2,000 USD. The minimum a member should earn the exchange per month is 140 USD [cash]. Buying Schedule Fees A fee of between 200 to 495 [cash] is charged to most members once we have found them more than 2000 per month of ongoing cash savings. Licensee Fees National Licensees can choose to open own offices or franchise / sub-license the business in other cities across the country. Remarketing Income Revenue earned from back-to-back bulk purchasing of media and reselling to customers in smaller quantities at a margin. REVENUE STREAMS

42. Typical Licensee Break-up of Commissions Transaction ShareActual Ormita International10% 14.00 Sales Manager3% 4.20 Client Director (sales person)7% 9.80 Broker Team Leader (manager)3% 4.20 Broker7% 9.80 Affiliate7% 9.80 Total Distribution (Maximum) 37% 51.80 Remainder for National Licensee63%88.20 REVENUE SHARE

43. CONTACTING ORMITA AustraliaT:+61 7 3149 3152F:+61 7 3077 6896E:info@ormita.com.au CanadaT:+1 647 931 6841F:+1 647 694 1479E:info@ormita.ca ChinaT:+86 755 3301 1789F:+86 755 3301 1790E:info@ormitachina.com FinlandT:+358 9 3158 2401F:+358 93158 2188E:info@ormitafinland.com GermanyT:+49 931 3069 99280F:+49 931 3069 99289E:info@ormitagermany.com GreeceT:+30 211 198 2720F:+30 211 770 8575E:info@ormita.gr Hong KongT:+852 5808 2722F:+852 5808 1360E:info@ormita.hk IndiaT:+91 98410 83082F:+91 22 3916 7341E:info@ormita.in IndonesiaT:+62 817 345 516F:+883 5100 01192096E:info@ormitaindonesia.com IranT:+98 218 850 2193F:+98 218 851 2108E:sadegh.yazdani@ormita.com ItalyT:+39 015 952 6193F:+39 015 952 2007E:info@ormita.it LuxembourgT:+352 20 33 31 84F:+352 20 33 32 43E:info@ormita.com New ZealandT:+64 9 974 9159F:+64 9 974 9223E:info@ormita.com.au PakistanT:+92 42 35754136F:+92 42 35754135E:info@ormita.com.pk PolandT:+48 58 742 0353F:+48 32 630 4123E:info@ormita.pl RomaniaT:+40 3 1710 6118F:+40 3 1630 0225E:info@ormita.ro South AfricaT:+27 10 500 9060F:+27 86 243 3591E:info@ormita.co.za South KoreaT:+82 2 2190 3725F:+82 2 2190 3710E:info@ormita.co.kr SwedenT:+46 8 4083 9907F:+46 8 5250 7076E:info@ormita.se TurkeyT:+90 542 786 5969F:+883 5100 01192096E:info@ormitaturkey.com United KingdomT:+44 203 355 1381F:+44 203 332 0787E:info@ormita.co.uk United StatesT:+1 412 346 6142F:+1 412 475 8931E:info@ormita.com ZambiaT:+260 97 789 5034E:info@ormitazambia.com