Section 1. Annual Meeting. The annual meeting of the shareholders shall be held between June 15 and September 30 of each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or the Corporation’s Articles of Incorporation, may be called by the President or by the Board of Directors. The President shall call a special meeting at the request of the holders of not less than one-fifth (1/5) of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Idaho, as the place of meeting for the annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Idaho, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the Corporation in the State of Idaho.

Section 4. Notice of Meeting. Written notice stating the place, day and time of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called shall, unless otherwise prescribed by statute, be delivered not less than 10 or more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at the shareholder’s address as it appears on the stock transfer books of the Corporation, or at such other last known address of which the Corporation may have notice, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or shareholders entitled to receive payment of any dividend or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, 50 days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 50 days and, in case of a meeting of shareholders, not less than 10 days prior to the date of which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall have available a complete record of the shareholders entitled to vote at each meeting of shareholders, or any adjournment thereof. Such record shall be produced and kept open at the meeting and shall be subject to the inspection of any shareholder during the meeting.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy at a meeting, shall constitute a quorum at a meeting of shareholders. The shareholders present at a duly organized and convened meeting where a quorum has been present can continue to do business as a quorum until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a quorum is present, action on any matter (other than election of directors) is approved if the votes cast in favor of the action exceed votes cast in opposition to the matter, unless the vote of the greater number of voting by classes is required by these Bylaws or the Articles of Incorporation.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by properly executed written proxy. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another Corporation may be voted by such officer, agent or proxy as the Bylaws of such Corporation may prescribe or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by a personal representative, guardian or conservator may be voted by such personal representative, guardian or conservator, either in person or by proxy, without a transfer of such shares into the name of such personal representative, guardian or conservator. Shares standing in the name of a trustee may be voted by such trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee’s name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver’s name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares held by this Corporation nor shares held by another corporation, if a majority of the voting shares of such other corporation are held by this Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Voting. Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders. The affirmative vote of the majority of shares represented at a meeting at which a quorum is present shall be the act of the shareholders.

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall not be less than one (1) nor more than nine (9), which number may be increased from time to time by resolution of the Board of Directors. Each director shall hold office until the next annual meeting of shareholders and until the director’s successor shall have been elected and qualified. Directors need not be residents of the State of Idaho or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Idaho, for the holding of additional regular meetings without other notice than such resolution. Any meetings of the Board may be conducted by telephone conferencing, or any other telecommunication means.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by a majority of the directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Idaho, as the place for holding any special meeting of the Board of Directors called by them or such meeting may be held by conference telephone call.

Section 5. Notice. Notice of any special meeting shall be given at least three days prior thereto by written notice delivered personally or mailed to each director at the director’s business address or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office. Any additional director required by reason of an increase in the number of directors may be elected by the Board of Directors, such additional director to serve only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors, or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director’s dissent shall be entered in the minutes of the meeting or unless the director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 1. Number. The officers of the Corporation shall be a President, one or more Vice-Presidents, as determined by the Board of Directors, a Secretary and a Treasurer. The Board of Directors may elect or appoint such other officers and assistant officers as it may deem necessary. Any two or more offices may be held by the same person, except the offices of President and Secretary. Officers need not be directors.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the meeting held after each annual meeting of the shareholders. Each officer shall hold office until such officer’s successor shall have been elected and qualified or until such officer’s death, resignation or removal in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointments of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Duties. The duties and powers of the corporate officers, in addition to those herein provided, may be fixed and determined by the Board of Directors.

Section 6. President. The President shall be the principal executive officer of the Corporation; the President shall preside over all meetings of the stockholders and of the directors. The President shall sign as President all certificates of stock and all contracts, deeds, conveyances and other instruments necessary to the transaction of the business of the Corporation that are authorized by the Board of Directors, provided the Board of Directors, by resolution, may authorize some person other than the President to execute instruments on behalf of the Corporation.

The President shall call special meetings of the Board of Directors when the President may deem it necessary and must call a special meeting of the directors upon the request of a majority of the members thereof; and the President shall have, subject to the control of the Board of Directors, general direction of the affairs of the Corporation and shall discharge such other and further duties as may be required of the President by the Board of Directors in the proper conduct of the business of the Corporation.

Section 7. Vice-Presidents. In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice-Presidents, in the order designated at the time of their election, shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 8. Secretary. It shall be the duty of the Secretary to cause a record to be kept of the proceedings of the Board of Directors and of all meetings of the shareholders; the Secretary shall be responsible for the corporate seal and the book of blank certificates of stock and shall cause the stock certificates to be issued and shall countersign the same and cause the corresponding entries to be made on the margin of said stock book of such issue; the Secretary shall affix the corporate seal and may countersign all contracts, deeds, conveyances and all other instruments and obligations in writing, of whatever kind or nature, authorized by the Board of Directors to be entered into and executed by the Corporation; the Secretary shall cause to be kept a proper transfer book and a stock ledger showing the number of shares issued to and transferred by each shareholder and the date of such issuance and transfer; the Secretary shall keep a register of the post office address of each shareholder furnished to the Secretary by such shareholder; and the Secretary shall further do and perform each and every duty pertaining to the Secretary’s office as required by law, the Bylaws of this Corporation or resolution of the Board of Directors; and in case of the Secretary’s absence, inability or refusal to act, all the Secretary’s duties shall be performed by an Assistant Secretary or an acting Secretary to be appointed by the President or by a Vice-President when performing the duties of the President.

Section 9. Treasurer. The Treasurer shall have charge of and be responsible for all funds and securities of the Corporation, receive and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws and, in general, perform all of the duties incident to the office of Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 10. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign, with the President certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

Section 11 Salaries. The salaries of the officers shall be fixed by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the Corporation.

To the fullest extent permitted by law, this Corporation shall indemnify any person and to advance expenses incurred or to be incurred by such person in defending a civil, criminal, administrative or investigative action, suit or proceeding threatened or commenced by reason of the fact said person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. Any such indemnification or advancement of expenses shall not be deemed exclusive of any other rights to which such person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. Any indemnification or advancement of expenses so granted or paid by the Corporation shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representative of such a person.

No director shall be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty except: For any breach of the director’s duty of loyalty to the Corporation or its shareholders; for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; for liability imposed for failure to comply with the applicable legal standard of conduct for a director in any of the circumstances described in Section 30-1-48, Idaho Code; or for any transaction from which the director derives an improper personal benefit.

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by the holder’s legal representative or duly authorized attorney in fact, who shall furnish proper evidence of authority to transfer, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

The Board of Directors may from time to time declare, and the Corporation may pay, dividends in cash, property or its own shares, except when the Corporation is insolvent or when the payment thereof would render the Corporation insolvent, subject to the following provisions:

1. Dividends may be declared and paid in cash or property only out of the unreserved and unrestricted earned surplus of the Corporation, except as otherwise provided in this section.
2. Dividends may be declared and paid in treasury shares.
3. Dividends may be declared and paid in authorized but unissued shares out of any unreserved and unrestricted surplus of the Corporation only as provided by law.

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Idaho Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors or by the shareholders at any regular or special meeting.

INSIDER TRADING POLICY

1. General Purpose

   Federal securities laws prohibit the purchase or sale of securities by persons who are aware of material nonpublic information about a company, as well as the disclosure of material, nonpublic information about a company to others who then trade in the company’s securities. These transactions are commonly known as “insider trading.”

   Insider trading violations are heavily pursued by the Securities and Exchange Commission and the U.S. Attorneys and are punished. While the regulatory authorities concentrate their efforts on individuals who trade, or who provide inside information to others who trade, the Federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

   PCS Edventures!.com, Inc.’s Board of Directors has adopted this Insider Trading Policy both to satisfy the Company’s obligation to prevent insider trading and to help Company personnel avoid the consequences associated with violations of the insider trading laws. For purposes of this policy, “Company” includes both PCS Edventures!.com, Inc. and its subsidiaries (hereinafter referred to as PCS, the Company, we or us).

   This Insider Trading Policy also is intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company, not just so-called “insiders.” Everyone within PCS has worked very hard over the last two decades to establish PCS as a company known for integrity and ethical conduct, and the Company cannot afford to have that reputation damaged.

   A copy of this Policy is to be delivered to all new employees and consultants upon the commencement of their relationships with PCS.

2. Persons Covered

   This Policy refers to an “insider” and we wish to define it herein. Insiders of PCS are defined as (a) members of our Board of Directors, corporate officers, and employees; (b) consultants to PCS or other persons associated with PCS and/or its subsidiaries, including distributors, sales agents or other partners that may, in the course of their work with PCS, receive access to confidential, material non-public information; and (c) household and immediate family members of those listed in (a) and (b) above.

3. Definitions

   A) Material non-public information: Material non-public information is defined to be information that is not known to persons outside the immediate company that could be relied upon or considered significant to an investor making a decision to buy or sell PCS securities. It is currently very difficult to define each and every category under this heading. However, any information that should be considered sensitive and non-public material includes the following:
   i) Financial results;
   ii) Future Earnings or Losses;
   iii) News of a pending or proposed sale, merger or acquisition;
   iv) Acquisitions, Mergers or Divestitures;
   v) Impending bankruptcy or financial liquidity problems;
   vi) Major changes in senior management;
   vii) Stock dividends or splits;
   viii) New equity or debt offerings;
   ix) Large contracts in a pending status or in discussion.

   Remember, anyone who is reviewing your securities transactions will be doing so after the fact, with the benefit of hindsight. As such, before engaging in any transaction, you should carefully consider how the others might view the transaction.

   B) Black-Out Periods: A Black-Out Period is a time before and after a significant event wherein an insider may not buy or sell PCS securities without violating this Policy.

   There are four Black-Out Periods for insiders of PCS. These include twenty-five (25) days prior to the release of financial results for the periods ending March 31st, June 30th, September 30th, and December 31st of each year and end after two full trading days of PCS securities on the OTCBB after the results are announced for the preceding fiscal period. If the last day of the month falls on a weekend, the Black-Out Period will start at the close of business on the last trading day prior to the weekend.

   Additional Black-Out Periods may occur when other material events occur, such as a press release sent out to the public, wherein only a select few persons have knowledge of the event. If you are one of these individuals, or if it would appear to an outsider that you were likely to have had access to such information related to the event, then you will not be allowed to purchase or sell PCS securities so long as the event remains non-public information and for two full trading days of PCS securities on the OTCBB after the even is made public.

   Also, the Company may occasionally issue interim earnings guidance or other potentially material information by filing with the SEC a Form 8-K or other means designed to achieve widespread dissemination of the information. You should anticipate that trades are unlikely to be pre-cleared while the Company is in the process of assembling the information to be released and until the information has been released and fully absorbed by the market. The existence of an additional Black-Out Period will not be announced. If you request pre-clearance of a transaction in the Company’s securities during an additional Black-Out Period, you will be informed of the existence of a Black-Out Period, but you may not be advised of the reason for the Black-Out.

   If you are made aware of the existence of an additional Black-Out Period you should not disclose the existence of the Black-Out Period to any other person. Whether or not you are designated as being subject to an additional Black-Out Period, you still have the obligation not to purchase or sell while you are aware of the material non-public information.

   C) Securities: Securities of PCS are defined as common stock, preferred stock, options to purchase stock, warrants, convertible debt, and/or derivative securities.

   These Black-out periods do not apply to the exercise of Stock Option Agreements for Rule 144 common stock of PCS Edventures!.com, Inc.

4. Policy

   No insider may buy or sell PCS securities at any time when they have material non-public information relating to the Company.
   No insider may buy or sell securities of another company at any time when they have material non-public information about that company, including, without limitation, any company that we conduct ordinary business with, such as customers, vendors or suppliers, when that information is obtained during the course of his/her employment with PCS.
   No insider may disclose material non-public information to third parties, to any other person, including family members, or make recommendations or express opinions on the basis of material non-public information with regard to trading securities.
   No insider who receives or has access to our material non-public information may comment on the stock price movement or rumors of other corporate developments that are of possible significance to the investing public, unless it is part of his/her job description (e.g. Investor Relations) or you have been specifically pre-authorized by the CEO or CFO in each instance.
   If you comment on stock price movement or rumors and/or disclose material non-public information, you should immediately contact the Company’s Chief Compliance Officer or our General Counsel.
   No insider may buy or sell our securities during any of the four Black-Our Periods that occur each fiscal year.
   This Policy continues in effect until the end of the first Black-Out Period after termination of employment or other relationship with PCS.

5. Special Rules

   If a concern or question relating to your status within the Company (insider or not, etc.) should arise, please contact the Chief Compliance Officer or General Counsel.

   A) Special Rules applicable to Board of Directors, those officers of the Company who are subject to Section 16 of the Securities Exchange Act of 1934 (persons subject to reports on Forms 3, 4, and 5), and other employees who may be designated from time to time by the Company’s Compliance Officer or General Counsel.

   a. In addition to the restrictions related to the trading of PCS securities as defined in 4 above, insiders shall not purchase or sell any PCS securities, except:

   i) After first consulting with and pre-clearing such transaction with the Company’s General Counsel;
   ii) Only during the period commencing at the opening of the second full day after earnings are released with respect to the preceding fiscal quarter and ending twenty (20) days prior to the end of the current fiscal quarter.

   b. In addition to the restrictions related to the trading of PCS securities as defined in 4 above, insiders shall:

   i) Not engage in short sales of PCS securities;
   ii) Not buy or sell put options, call options or other derivatives of the Company’s securities.

   c. In addition to the restrictions related to the trading of PCS securities as defined in 4 above, insiders shall:

   i) Comply with SEC Rule 10b-5 with his/her broker when placing sales of PCS securities near a Black-out Date.

   B) Special Rules applicable to officers of the Company that are not subject to Section 16 of the Securities Exchange Act of 1934, and assistants and secretaries of insiders, and certain other employees that may be designated from time to time by the Company’s Compliance Officer or General Counsel.

   a. In addition to the restrictions related to the trading of PCS securities as defined in 4 above, insiders shall not:

   i) Purchase or sell any PCS securities except during the period commencing at the opening of the second full day after earnings are released with respect to the preceding fiscal quarter and ending twenty (20) days prior to the end of the current fiscal quarter;
   ii) Not engage in short sales of PCS securities.

6. Exceptions to the Policy

   The restriction related to the trading of PCS securities as defined in 4 above does not apply to the following item:

   A) The exercise of stock options for cash under our 2004 Stock Option Plan or any other plan later defined (but not the sale of such shares), since the market price does not affect the exercise price stated in the agreement.

7. Potential Criminal and/or Civil Liability and/or Disciplinary Action

   The items set forth in this Policy are simply to be viewed as guidelines, not as comprehensive coverage of all potential instances. Appropriate judgment should be exercised by each individual in connection with the purchase or sale of securities.

   Insiders found liable for insider trading may be subject to criminal penalties of up to $1,000,000 and up to ten (10) years in jail for trading of securities based on material non-public information. In addition, insiders may also be liable for conducting transactions improperly by any person to whom they have disclosed the material non-public information. The SEC has imposed large penalties even when the disclosing person did not profit, directly or indirectly, from the trade(s). There are also civil penalties of up to three times the profit gained or loss avoided that may be imposed.

   The Company may also be found liable for insider trading by any insider. The Company may be fined up to $2.5 million dollars as a criminal penalty, as well as the greater of $1.0 million or three times the profit gained or loss avoided as a result of an insider’s violation for civil penalties.

   Furthermore, any employees who are found in violation of this Policy will be subject to disciplinary action as outlined in the Employee Handbook, including ineligibility of future participation in equity incentive plans or termination of employment.

WHISTLEBLOWER POLICY

What is a Whistleblower? A Whistleblower is a person, whether an employee of the Company or outside informant, who reports employer misconduct relating to accounting, auditing, or internal control matters.

Your Responsibility: It is the responsibility of all directors, officers, and employees to comply with these Standards of Conduct and to report violations, or suspected violations, relating to accounting, auditing, or internal control matters in accordance with this Policy.

General Procedures:

How does a whistleblower submit complaints? Any person may submit a complaint in writing to the Company’s Audit Committee Chairman, Todd Hackett by mailing it to 2925 Cedar St, Suite 1 in Muscatine, IA 52761 or delivering it in person. The complaint may be signed or sent anonymously. A person may submit a complaint verbally to Todd Hackett via telephone at (563) 299-1525 or in person. If you are not comfortable with submitting your concerns to the Audit Committee Chairman, you may alternatively submit it to Jenna Hackett, by mailing it to her attention at 2925 Cedar St, Suite 1 in Muscatine, IA 52761.

What happens after your complaint is submitted? After the Audit Committee receives a complaint, the Chairman will discuss it with other members of the Audit Committee and begin a thorough investigation. The investigation is explained in more detail below. The Audit Committee Chairman will acknowledge receipt of the complaint in writing within five (5) business days, either to the person submitting the complaint or, if it was submitted anonymously, directly to Jenna Hackett.

How is my complaint investigated? The Audit Committee will then hand over the investigation to a Board Member not on the Audit Committee, or Jenna Hackett as long as Todd Hackett is the sole member of the Board. After a full investigation into the complaint, Jenna Hackett will report to the Audit Committee Chairman such recommended resolution.

Whistleblower Protection: Any person who files, testifies, participates in or otherwise assists in any proceeding relating to an alleged violation regarding the following cannot be discharged, demoted, suspended, threatened, harassed or discriminated against as a result of such involvement. If the whistleblower feels as though this has occurred, he/she may seek civil remedies, including “all relief necessary to make the employee whole.” However, employees seeking relief under Section 806 must also file a complaint with the Secretary of Labor.

In Good Faith: All complaints shall be assumed to have been made in good faith. Shall any allegation be proven not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.