SO ACT NETWORK, INC.

Corporate Governance Guidelines

The Board of Directors (the “Board”) of So Act Network, Inc. (the “Company”) has adopted the following Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders. The Guidelines should be interpreted in the context of all applicable laws and regulations and the Company’s Articles of Incorporation, as may be amended and restated (the “Articles of Incorporation”), the Company’s by-laws, as may be amended and restated (the “By-Laws”), and other corporate governance documents. The Guidelines acknowledge the leadership exercised by the Board’s standing committees and their chairpersons and are intended to serve as a flexible framework within which the Board may conduct its business and not as a set of legally binding obligations. The Guidelines are subject to modification from time to time by the Board as the Board may deem appropriate in the best interests of the Company and its stockholders or as required by applicable laws and regulations.

The Guidelines shall be made available on the Company’s website at http://SoAct.Net/ and to any stockholder who otherwise requests a copy.

THE BOARD

Independence

The Board will review annually the relationships that each director has with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). The standards used for determining director independence will be disclosed in accordance with applicable rules and regulations, including the Listing Standards when applicable.

Separate Sessions of Non-Management Directors

The Non-Management Directors will meet in executive session without management directors or management present on a periodic basis, but not less than one time each calendar year or as otherwise required under the Listing Standards when applicable. The Non-Management Directors will review the Company’s implementation of, and compliance with, its Guidelines and consider such matters as they may deem appropriate at such meetings. “Non-Management Directors” are all directors who are not Company officers (as that term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended). For the purposes of this Guideline Non-Management Directors include such directors who are not independent by virtue of a material relationship, former status, family membership, or for any other reason.

In addition, if the Non-Management Directors include directors who are not also Independent Directors, the Independent Directors shall also meet separately at least once per year in executive session or as otherwise required under the Listing Standards when applicable.

 
Director Qualification Standards

The Board is responsible for reviewing on an annual basis the appropriate characteristics, skills, and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current Board members), in recommending candidates for election, and in approving (and, in the case of vacancies, appointing) such candidates, the Board will take into account many factors, including the ability to make independent analytical inquiries, general understanding of marketing, finance, and other elements relevant to the success of a publicly-traded company in today’s business environment, understanding of the Company’s business on the technical level, other board service, and educational and professional background. Each candidate nominee must also possess fundamental qualities of intelligence, honesty, good judgment, high ethics, high standards of integrity, fairness, and responsibility. The Board evaluates such individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the Board also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

Selection of New Directors

Each year, at the annual meeting of stockholders, the Board will recommend a slate of directors for election by the stockholders. In accordance with the Certificate of Incorporation and By-Laws, the Board will also be responsible for filing vacancies or newly-created directorships on the Board that may occur between annual meetings of stockholders. The Board is responsible for identifying, screening, and recommending candidates for Board membership.

No Specific Limitation on Other Board Service

The Board does not believe that its members should be prohibited from serving on boards of other organizations and has not adopted any guidelines limiting such activities, except with respect to members serving on the Audit Committee, as described below. However, the Board will take into account the nature of and time involved in a director’s service on other boards and/or committees in evaluating the suitability of individual director candidates and current directors and making its recommendations to the Company’s stockholders. Due to the demanding nature of service on the Audit Committee, the members of the Audit Committee may not serve on the audit committees of the boards of directors of more than two other companies at the same time as they are serving on the Audit Committee. Service on other boards and/or committees must be consistent with the Company’s conflict of interest policies set forth below.
 
Directors Who Resign Their Current Positions with the Company

When a director who is currently an officer or employee of the Company, resigns or materially changes his or her position with the Company, such director will also submit his or her resignation from the Board, which the Board may accept or reject.

Term Limits

The Board does not believe it is in the best interests of the Company to establish term limits at this time. Additionally, such term limits may cause the Company to lose the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company’s business and therefore can provide an increasingly significant contribution to the Board.

Director Responsibilities

The business and affairs of the Company will be managed by or under the direction of the Board, including through one or more of its committees as set forth in the By-Laws and committee charters. Each director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. These include:
   · Overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed;

   · Reviewing and, where appropriate, approving the Company’s major financial objectives, plans, and actions;

   · Reviewing and, where appropriate, approving major changes in, and determinations under the Company’s Guidelines, Code of Ethical Business Conduct (and any separate code of ethics for directors and/or senior officers), and other Company policies;

   · Reviewing and, where appropriate, approving actions to be undertaken by the Company that would result in a material change in the financial structure or control of the Company, the acquisition or disposition of any businesses or asset(s) material to the Company, or the entry of the Company into any major new line of business;

   · Together with the Compensation Committee, regularly evaluating the performance and approving the compensation of the chief executive officer;

   · With the input of the chief executive officer and the Compensation Committee, regularly evaluating the performance of principal senior executives;

   · Investigating suggestions for candidates for membership on the Board, including shareholders’ nominations, and shall recommend prospective directors, as required, to provide an appropriate balance of knowledge, experience and capability on the Board;

   · Keeping informed as to current trends in corporate governance, identifying best practices and developing and recommending corporate governance principles applicable to the Company;

   · Recommending Board committee assignments;

   · Planning for succession of the chief executive officer, in the event of an emergency or retirement, and monitoring management’s succession planning for other key executives; and

   · Ensuring that the Company’s business is conducted with the highest standards of ethical conduct and in conformity with applicable laws and regulations.

Compensation

The Company’s executive officers may receive additional compensation for their service as directors. Upon the request of the Compensation Committee, senior management of the Company will report to the Compensation Committee regarding the status of the Company’s non-employee director compensation in relation to other United States companies of comparable size and the Company’s competitors. Such report will include consideration of both direct and indirect forms of compensation to the Company’s directors, including any charitable contributions by the Company to organizations in which a director is involved. Following a review of the report, the Compensation Committee will recommend changes in director compensation to the Board, which changes will be approved or disapproved by the Board after full discussion.

Stock Ownership

The Company encourages directors to purchase shares of the Company’s stock. However, the number of shares of the Company’s stock owned by any director is a personal decision and, at this time, the Board has chosen not to adopt a policy requiring ownership by directors of a minimum number of shares.

Conflicts of Interest

Directors are required to avoid any action, position, or interest that conflicts or appears to conflict with the interests of the Company. If an actual or potential conflict of interest develops, the director shall immediately report the matter to the Board. Any significant conflict must be resolved or the director will be required to resign. If a director has a personal interest in a matter before the Board, the director will disclose the interest to the Board. The Board shall discuss the matter outside the presence of the Director posing the conflict of Interest. Such Director shall not vote on the matter.

Board Orientation and Continuing Education of Board Matters

The Company provides new directors with the director orientation program to familiarize them with, among other things, the Company’s business, strategic plans, significant financial, accounting and management issues, compliance programs, conflicts policies, Code of Ethical Business Conduct (and any separate code of ethics for directors and/or senior officers), these Guidelines, principal officers, internal auditors, and independent auditors.

The Company will make available to directors continuing education programs, and each director is expected to participate in such programs, as management or the Board determines desirable.

Interaction with Institutional Investors, the Press, and Customers

The Board believes that management speaks for the Company. Each director should refer all inquiries from institutional investors, the press, and customers to management. Individual Board members may, from time to time and at the request of the management, meet or otherwise communicate with various constituencies that are involved with the Company.

Board Access to Senior Management

The Board will have complete access to Company management in order to ensure that directors can ask any questions and receive all information necessary to perform their duties. Directors should exercise judgment to ensure that their contact with management does not distract managers from their jobs or disturb the business operations of the Company. Such contact, if in writing, should be copied to the chief executive officer of the Company.

Board Access to Independent Advisors

Board committees may hire independent advisors as set forth in their applicable charters. The Board as a whole shall have access to such advisors and such other independent advisors that the Company retains or that the Board considers necessary or desirable to discharge its responsibilities.

Annual Self-Evaluation

Each fiscal year, the Board will conduct an annual assessment of itself and its committees, as well as considering other corporate governance principles that may, from time to time, merit consideration by the Board.

The assessment should include review of any areas in which the Board or management believes the Board can make better contribution to the governance of the Company, as well as a review of the committee structure and an assessment of the Board’s compliance with the principles set forth in the Guidelines. The purpose of the review will be to improve the performance of the Board as a unit, and not to target the performance of any individual Board member. The Board will utilize the results of this evaluation process is assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board.

BOARD MEETINGS

Frequency of Meetings

The Board will meet at least twelve times each calendar year or as otherwise deemed necessary by the Board. In addition, special meetings may be called from time to time as determined by the needs of the business. It is the responsibility of the directors to attend meetings.

Director Attendance

A director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the Board and all committees on which the director sits (including separate meetings of Non-Management Directors or Independent Directors), with the understanding that, on occasion, a director may be unable to attend a meeting. A director who is unable to attend a meeting is expected to notify the Board or the chairman of the appropriate committee in advance of such meeting and, whenever possible, participate in such meeting via teleconference.

Attendance of Non-Directors

The Board encourages the directors and members of the committees to bring Company management and outside advisors or consultants from time to time into Board and/or committee meetings to (1) provide insight into items being discussed by the Board which involved the manager, advisor or consultant, (2) make presentations to the Board on matters which involve the manager, advisor or consultant, and (3) bring managers with high potential into contact with the Board. Attendance of non-directors at Board meetings is at the discretion of the Board.

Advance Receipt of Meeting Materials

Information regarding the topics to be considered at a meeting is essential to the Board’s understanding of the business and the preparation of the directors for a productive meeting. To the extent feasible, the meeting agenda and any written materials relating to each Board meeting will be distributed to the directors sufficiently in advance of each meeting to allow for meaningful review of such agenda and materials by the directors. Directors are expected to have reviewed and be prepared to discuss all materials distributed in advance of any meeting.

COMMITTEE MATTERS

Number, Name, Responsibilities, and Independence of Committees

The Board currently has three standing committees. From time to time, the Board may form a new committee or disband a current committee, depending upon the circumstances. Each committee will perform its duties as assigned by the Board in compliance with the By-Laws and the committee’s charter.

The current committees are:

   · Audit Committee. The Audit Committee’s responsibilities are more fully set forth in the Audit Committee Charter, and include, but are not limited to, the following:

        a. Overseeing accounting and financial reporting processes;

        b. Reviewing the Company’s systems of internal controls;

        c. Assessing the processes relating to the determination and mitigation of financial risks;

        d. Monitoring compliance with all applicable rules and regulations;

        e. Monitoring the independence of the Company’s public accountants;

        f. Overseeing and reviewing the audits and audit process of the Company’s financial statements; and

        g. Establish procedure pursuant to Section 301 of the Sarbanes Oxley Act related to Whistleblower Programs.

   · Compensation Committee. The Compensation Committee’s responsibilities are more fully set forth in the Compensation Committee Charter, and include, but are not limited to, the following:

        a. Review and approve CEO compensation;

        b. Determine or recommend all other officer compensation;

        c. Recommend and oversee incentive compensation plans;

        d. Oversee regulatory compliance with respect to compensation matters;

        e. Review and approve severance or other termination payments;

        f. Recommend appropriate Board compensation that corresponds to the Company’s goals and objectives; and

        g. Prepare annual report on executive compensation for inclusion in the Company’s annual report on Form 10-K or any annual proxy statement to the extent required in accordance with applicable rules and regulations

   · Legal Committee. The Legal Committee is to oversee all legal and compliance issues of the Company, including, but not limited to the following: recommendations regarding minimum thresholds for Board approval of Company contracts and agreements; ongoing review of Company litigation matters; review of Company contracts, including but not limited to employment; review of all Company stock, option and warrant agreements; review of internal policies and procedures; review of regulatory compliance issues; recommendations relating to liability avoidance; recommendations regarding corporate structure.

Assignment and Rotation of Committee Members

The Board appoints committee members and committee chairs according to criteria set forth in the applicable committee charter and such other criteria that the Board determines to be appropriate in light of the responsibilities of each committee. Committee membership and the position of committee chair will not be rotated on a mandatory basis unless the Board determines that rotation is in the best interest of the Company.

The Board affirmatively states that each member of the Audit Committee must be financially literate, as determined by the Board in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment, and that at least one member of the Audit Committee must have accounting or related financial management expertise as determined by the Board in its business judgment.

Frequency of Committee Meetings

Each committee will meet at least as frequently as specified in such committee’s charter; provided, however, that each committee shall meet at least four times annually unless the Board determines otherwise. In addition, special meetings may be called by the chairperson of the committee or by the Board from time to time as determined by the needs of the business, or such number of committee members as specified in such committee’s charter. It is the responsibility of the directors to attend the meetings of the committees on which they serve. The Audit Committee will meet at least quarterly to review financial results for the quarter under consideration.

Committee Agendas

The Chairperson of each committee, in consultation with the appropriate members of the Committee, will develop his or her committee’s agenda.

LEADERSHIP DEVELOPMENT

Annual Review of Chief Executive Officer

The Compensation Committee, with input from the chief executive officer, shall annually establish the performance criteria (including both long-term and short-term goals) to be considered in connection with the chief executive officer’s next annual performance evaluation. At the end of each year, the chief executive officer shall make a presentation or furnish a written report to the Board indicating his or her progress against such established performance criteria. Thereafter, with the chief executive officer absent, the Compensation Committee shall meet to review the chief executive officer’s performance. The results of the review and evaluation shall be communicated to the chief executive officer by the Chairperson of the Compensation Committee.

Succession Planning

The Board works on a periodic basis with the chief executive officer to develop, review, maintain and revise, if necessary, the Company’s succession plan upon chief executive officer’s retirement and in the event of an unexpected occurrence. The chief executive officer shall report annually to the Board on succession planning for the chief executive officer and senior management positions, including a discussion of assessments, leadership development plans and other relevant factors. There should also be available to the Board, on a continuing basis, the chief executive officer’s recommendations regarding his or her successor should he or she be unexpectedly disabled.

Management Development

The Board will determine that a satisfactory system is in effect for the education, development, and orderly succession of senior and mid-level managers throughout the Company.

CODE OF ETHICS AND BUSINESS CONDUCT

1. CODE

This Code of Ethics and Business Conduct ("Code") has been adopted by our Board of Directors to summarize the standards of business conduct that must guide our actions. This Code applies to all directors, officers, and employees of So Act Network, Inc. and its subsidiaries and affiliated entities (the "Company"). The Company has issued this code to deter wrongdoing and to promote:

This Code of Business Conduct and Ethics provides guidance to you on your ethical and legal responsibilities. We expect all directors and employees worldwide to comply with the Code, and the Company is committed to taking prompt and consistent action against violations of the Code. Violation of the standards outlined in the Code may be grounds for disciplinary action up to and including termination of employment or other business relationship. Employees and directors who are aware of suspected misconduct, illegal activities, fraud, abuse of the Company's assets or violations of the standards outlined in the Code are responsible for reporting such matters. Because rapid changes in our industry and regulatory environment constantly pose new ethical and legal considerations, no set of guidelines should be considered to be the absolute last word under all circumstances. Although laws and customs will vary in the many different countries in which we operate, our basic ethical responsibilities are global. In some instances, there may be a conflict between the laws of countries that apply to the

2. Basic Obligations
Under the Company's ethical standards, directors and employees share certain responsibilities. It is your responsibility to (i) become familiar with, and conduct Company business in compliance with, applicable laws, rules and regulations and this Code; (ii) treat all Company employees, customers and business partners in an honest and fair manner; (iii) avoid situations where your personal interests are, or appear to be, in conflict with the Company interests; and (iv) safeguard and properly use the Company's proprietary and confidential information, assets and resources, as well as those of the Company's customers and business partners. Certain of the Company's policies are complemented by specific responsibilities set forth in documents such as the Company Employee Handbook, the non-solicitation, non-competition and confidentiality agreement you signed with the Company, the Company's Insider Trading Policy and the Company's Disclosure Policy. Those polices should be separately consulted by the Company directors and employees and are not incorporated by reference into this Code of Business Conduct and Ethics. Please consult with Human Resources for copies of any polices that cannot be accessed through the Human Resources intranet.

3. Raising Concerns

If you should learn of a potential or suspected violation of the Code, you have an obligation to promptly report the violation. You may do so orally or in writing and, if preferred, anonymously. You have several options for raising concerns.

4. Policy Against Retaliation

The Company prohibits any director or employee from retaliating or taking adverse action against anyone for raising suspected conduct violations or helping to resolve a conduct concern. Any individual who has been found to have engaged in retaliation against a Company director or employee for raising, in good faith, a conduct concern or for participating in the investigation of such a concern may be subject to discipline, up to and including termination of employment or other business relationship. If any individual believes that he or she has been subjected to such retaliation, that person is encouraged to report the situation as soon as possible to one of the people detailed in the "Raising Concerns" section above.

5. Conflicts of Interest

The Company should not engage in any activity, practice or act which conflicts with the best interests of the Company or its customers. A conflict of interest occurs when an employee places or finds himself/herself in a position where his private interests conflict with the best interests of the Company or have an adverse affect on the employee's motivation or the proper performance of their job. Examples of such conflicts could include, but are not limited to:

Employees must not place themselves or remain in a position in which the employee's private interests conflict with the interests of the Company. If the Company determines that an employee's outside work interferes with performance or the ability to meet the requirements of the Company, as they are modified from time to time, the employee may be asked to terminate the outside employment if he or she wishes to remain employed by the Company. To protect the interests of both the employees and the Company, any activity that involves potential or apparent conflict of interest may be undertaken only after disclosure to the Company by the employee and review and approval by management.
6. ‘Whistle blowing’
The Company maintains a ‘Whistle blowing’ Policy that covers the employees raising concerns retaliation against any one raising suspected code of conduct violations. The ‘Whistle blowing’ Policy is defined in the company’s employee handbook.
7. Confidentiality Concerning Company Affairs
It is the Company's policy that business affairs of the Company are confidential and should not be discussed with anyone outside the organization except for information that has already been made available to the public. As a prerequisite and condition of employment, all employees must sign a written agreement confirming this obligation.
8. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, not through unethical or illegal business practices. Information about other companies and organizations, including competitors, must be gathered using appropriate methods. Illegal practices such as trespassing, burglary, misrepresentation, wiretapping and stealing are prohibited. Possessing trade secrets that were obtained without the owner's consent, or inducing such disclosures by customers or past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of, and deal fairly with, our customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair business practice.
9. Insider Trading
The Company encourages all employees to become shareholders on a long-term investment basis. However, management, employees, members of the Board of Directors and others who are in a "special relationship" with the Corporation from time to time, become aware of corporate developments or plans which may affect the value of the Corporation's shares (inside information) before these developments or plans are made public. Black Out periods occurs certain times throughout the year and during this time, all Company employees are prohibited from buying or selling the Company's securities. In order to avoid civil and criminal insider trading violations, the Company has established an Insider Trading Policy. As a prerequisite and condition of employment, all employees must sign an acknowledgment by which they agree to adhere to this policy.
10. TELECOMMUNICATIONS / RECORD KEEPING
Telecommunications facilities such as telephone, cellular phones, facsimile, internet and e-mail are Company property. Use of these facilities imposes certain responsibilities and obligations on all employees. Usage must be ethical and honest with a view to preservation of and due respect for Company's intellectual property, security systems, personal privacy, and freedom of others from intimidation, harassment, or unwanted annoyance. In order to avoid violations, the Company has established a Telecommunications Usage Policy. As a prerequisite and condition of employment, all employees must sign an acknowledgment by which they agree to adhere the following policy.

11. DISCLOSURE
The Company is committed to providing timely, consistent and credible dissemination of information, consistent with disclosure requirements under applicable securities laws. The goal of our Disclosure Policy is to raise awareness of the Company's approach to disclosure among the board of directors, officers and employees and those authorized to speak on behalf of the Company. The Disclosure Policy extends to all employees and officers of the Company, its Board of Directors and those authorized to speak on its behalf. It covers disclosures in documents filed with the securities regulators and written statements made in the Company's annual and quarterly reports, news releases, letter to shareholders, presentations by senior management, information contained on the Company's web site and other electronic communications. It extends to oral statements made in meetings and telephone conversations with members of the investment community (which includes analysts, investors, investment dealers, brokers, investment advisers and investment managers), interviews with the media as well as speeches and conference calls. As a prerequisite and condition of employment, all employees must sign an acknowledgment by which they agree to adhere to this policy, which is provided to the new hire prior to his/her start date.
12. ACCURACY AND COMPANY RECORDS
As a public company, we are required to record and publicly report all internal and external financial records in compliance with Canadian and U.S. Generally Accepted Accounting Principles (GAAP). Therefore, you are responsible for ensuring the accuracy of all books and records within your control and complying with all Company policies and internal controls. All Company information must be reported accurately, whether in internal personnel, safety, or other records or in information we release to the public or file with government agencies.
13. FINANCIAL REPORTING & DISCLOSURES
As a public company, we are required to file periodic and other reports with the Securities Commissions and to make certain public communications. We are required by the Securities Commissions to maintain effective "disclosure controls and procedures" so that financial and non-financial information is reported timely and accurately both to our senior management and in the filings we make. You are expected, within the scope of your employment duties, to support the effectiveness of our disclosure controls and procedures.
14. COMPLIANCE WITH ALL LAWS, RULES & REGULATIONS
The Company is committed to compliance with all laws, rules, and regulations, including laws and regulations applicable to the Company's securities and trading in such securities, as well as any rules promulgated by any exchange on which the Company's shares are listed.
15. CUSTOMERS & BUSINESS PARTNERS
We strive to achieve satisfied customers who will be repeat buyers of our products and services and to building mutually advantageous alliances with our business partners. Our long-term reputation and business viability depend upon our continued maintenance of the high quality of the products and services we provide. We are committed to delivering products that perform as documented and as represented to the customer. Our policy is to build lasting relationships with our customers and business partners through superior delivery and execution and honest sales and marketing. We will comply with applicable advertising laws and standards, including a commitment that our advertising and marketing will be truthful, non-deceptive, and fair and will be backed up with evidence before advertising claims are made. Our policy also prohibits making false or deceptive statements about our competitors and giving or accepting kickbacks, bribes, inappropriate gifts and other matters prohibited under the conflict of interest topic in this Code.
16. HEALTH & SAFETY
The Company is committed to making the work environment safe, secure and healthy for its employees and others. The Company complies with all applicable laws and regulations relating to safety and health in the workplace. We expect each of you to promote a positive working environment for all. You are expected to consult and comply with all Company rules regarding workplace conduct and safety. You should immediately report any unsafe or hazardous conditions or materials, injuries, and accidents connected with our business and any activity that compromises Company security to your supervisor. You must not work under the influence of any substances that would impair the safety of others.
17. RESPECT FOR EMPLOYEES
The Company's employment decisions will be based on reasons related to our business, such as job performance, individual skills and talents, and other business/related factors. The Company policy requires adherence to all national, state or other local employment laws. In addition to any other requirements of applicable laws in a particular jurisdiction, the Company policy prohibits discrimination in any aspect of employment based on race, color, religion, sex, national origin, disability or age, within the meaning of applicable laws. Abusive or Harassing Conduct Prohibited. The Company policy prohibits abusive or harassing conduct by our employees toward others, such as unwelcome sexual advances, comments based on ethnicity, religion or race, or other non-business, personal comments or conduct that make others uncomfortable in their employment with us. We encourage and expect you to report harassment or other inappropriate conduct as soon as it occurs.
18. PRIVACY
The Company, and companies and individuals authorized by the Company, collect and maintain personal information that relates to your employment, including compensation, medical and benefit information. The Company follows procedures to protect information wherever it is stored or processed, and access to your personal information is restricted. Your personal information will only be released to outside parties in accordance with the Company's policies and applicable legal requirements. Employees who have access to personal information must ensure that personal information is not disclosed in violation of the Company's policies or practices.
19. WAIVERS & AMMENDMENTS
Only the Board of Directors may waive application of or amend any provision of this Code. A request for such a waiver should be submitted in writing to the Board of Directors, Attention: Chairman of the board for its consideration. The Company will promptly disclose to investors all substantive amendments to the Code, as well as all waivers of the Code granted to directors or officers in accordance with applicable laws and regulations.
20. NO RIGHTS CREATED
This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. It is not intended to and does not, in any way, constitute an employment contract or an assurance of continued employment or create any rights in any employee, director, client, supplier, competitor, stockholder or any other person or entity.

Compensation Committee Charter
SO ACT NETWORK, INC.
Compensation Committee of the Board of Directors
Membership. Except as provided below, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of So act Network, Inc., an Delaware corporation (the “Company”), shall consist entirely of directors who the Board determines (i) are “independent” in accordance with the American Stock Exchange listing standards, (ii) are “non employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (iii) satisfy the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code. Members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

If the Committee is comprised of at least three members, one director who is not independent and is not a current officer or employee, or an immediate family member of such person may be appointed to the Compensation Committee, if the Board, under exceptional and limited circumstances, determines that such individual’s membership on the Committee is required by the best interests of the Company and its shareholders, and the Board discloses, in the next annual meeting proxy statement (or its Annual Report on Form 10-K) subsequent to such determination, the nature of the relationship and the reasons for that determination. Any such member appointed to the Committee pursuant to this exception may not serve for in excess of two years.

Committee Purpose and Responsibilities. The purpose of the Committee shall be to discharge the Board’s responsibilities relating to executive compensation and to produce an annual compensation committee report on executive compensation to be included in the Company’s proxy statement in accordance with the applicable rules and regulations of the Securities and Exchange Commission. In furtherance of this purpose, the Committee shall have the following authority and responsibilities:

Committee Structure and Operations. The Board shall designate one member of the Committee as its chairperson. A majority of the members of the Committee shall constitute a quorum. The Committee shall meet at least twice a year, and perhaps more frequently, in conjunction with regularly scheduled meetings of the Board at regularly scheduled times and places determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson. Members of the Committee may participate in a meeting of the Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.

The CEO may not be present during any voting or deliberations of the Committee regarding the CEO’s compensation.

Resources and Authority of the Committee. The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to compensation consultants retained to assist in the evaluation of director, CEO, or other executive officer compensation, this authority shall be vested solely in the Committee.

Audit Committee Policy

Appendix A

Appendix B

Appendix C

Appendix D

PRE-APPROVAL POLICY OF THE AUDIT COMMITTEE OF SO ACT NETWORK, INC.

The Audit Committee (the “Committee”) of So Act Network, Inc. (the “Company”) is required to pre-approve the audit and non-audit services performed by the Company’s independent public accountants, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, in order to assure that the provision of such services does not impair the independent public accountants’ independence. Unless a type of service to be provided by the independent public accountants has received general pre-approval, it will require specific pre-approval by the Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Committee.

The appendices to this Pre-Approval Policy (the “Policy”) describe the audit, audit-related, tax and all other services that have the general pre-approval of the Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Committee specifically provides for a different period. The Committee will annually review and pre-approve the services that may be provided by the independent public accountants without obtaining specific pre-approval from the Committee. The Committee will revise the list of general pre-approved services from time to time, based on subsequent determinations. The Committee does not delegate its responsibilities to pre-approve services performed by the independent public accountants to management.


Delegation

Notwithstanding anything to the contrary contained herein, the Committee may delegate pre-approval authority to the Committee Chairperson or to one or more other Committee members, who are independent directors of the Board of Directors of the Company. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Committee at its next scheduled meeting.

Audit Services

The annual audit services engagement terms and fees will be subject to the specific pre-approval of the Committee. The Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Company structure or other matters. In addition to the annual audit services engagement specifically approved by the Committee, the Committee may grant general pre-approval for other audit services, which are those services that only the independent public accountants reasonably can provide. The Committee has pre-approved the audit services listed in Appendix A. All other audit services not listed in Appendix A must be specifically pre-approved by the Committee.

Audit-Related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed by the independent public accountants. The Committee believes that the provision of audit-related services does not impair the independence of the independent public accountants and has pre-approved the audit-related services listed in Appendix B. All other audit-related services not listed in Appendix B must be specifically pre-approved by the Committee.

Tax Services

The Committee believes that the independent public accountants can provide tax services to the Company such as tax compliance, tax planning and tax advice without impairing the independence of such independent public accountants. However, the Committee will not permit the retention of the independent public accountants in connection with a transaction initially recommended by the independent public accountants, the purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Committee has pre-approved the tax services listed in Appendix C. All tax services involving large and complex transactions not listed in Appendix C must be specifically pre-approved by the Committee.

All Other Services

The Committee may grant general pre-approval to those permissible non-audit services classified as “All Other Services” that it believes are routine and recurring services and would not impair the independence of the independent accountants. The Committee has preapproved the All Other Services listed in Appendix D. Permissible All Other Services not listed in Appendix D must be specifically pre-approved by the Committee. A list of the Securities and Exchange Commission’s prohibited non-audit services is attached to this Policy as Exhibit 1.

Pre-Approval Fee Levels

Pre-approval fee levels for all services to be provided by the independent public accountants will be established annually by the Committee. Any proposed services exceeding these levels will require specific pre-approval by the Committee.

Procedures Requests or applications to provide services that require specific approval by the Committee will be submitted to the Committee by both the independent public accountants and the Company’s Chief Financial Officer or other officer designated by the Company’s Board of Directors and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.

Appendix A

Pre-Approved Audit Services Fiscal Year.

Service

Statutory audits or financial audits for subsidiaries or affiliates of the Company.

Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters, consents) and assistance in responding to SEC comment letters.

Consultations by the Company’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB or other regulatory or standard setting bodies. (Note: Under SEC rules, some consultations may be “audit-related” services rather than “audit” services).

Reporting on management’s assertions as to the effectiveness of internal controls on financial reporting, in accordance with Section 404 of the Sarbanes-Oxley Act.

Audits of employee benefit plans, including but not limited to pension plans.

Aggregate Range of Fees.

Appendix B

Pre-Approved Audit-Related Services for Fiscal Year.

Service

Due diligence services pertaining to potential business acquisitions dispositions.

Financial statement audits of employee benefit plans.

Agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters.

Internal control reviews and assistance with internal control reporting requirements in accordance with applicable SEC requirements.

Consultations by the Company’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be “audit” services rather than “audit-related” services).

Attest services not required by statute or regulation.

Aggregate Range of Fees.

Appendix C

Pre-Approved Tax Services for Fiscal Year.

Service

U.S. federal, state and local tax planning and advice.

U.S. federal, state and local tax compliance.

International tax planning and advice.

International tax compliance.

Review of federal, state, local and international income, franchise and other tax returns.

Aggregate Range of Fees.

Appendix D

Pre-Approved All Other Services for Fiscal Year.

Service

Aggregate Range of Fees.

Exhibit 1

Prohibited Non-Audit Services

___________________

* Unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the Company’s financial statements.

Forward-Looking Statements and Risk Factors

Certain statements on this web site are "forwardlooking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements could involve a number of risks, uncertainties and other factors that could cause actual results, performance or achievements of So Act Network to be materially different from any future results, performance or achievements expressed or implied by these forwardlooking statements. Other factors, which could materially affect such forwardlooking statements, can be found in our filings with the Securities and Exchange Commission at www.sec.gov, including risk factors relating to our history of operating losses, that our auditors have expressed substantial doubt regarding our ability to continue as a going concern, the fact that we may dilute existing shareholders through additional stock issuances, and our reliance on our intellectual property. Investors, potential investors and other readers are urged to consider these factors carefully in evaluating the forwardlooking statements and are cautioned not to place undue reliance on such forwardlooking statements. The forwardlooking statements made herein are only made as of the date of this press release and we undertake no obligation to publicly update such forwardlooking statements to reflect subsequent events or circumstances.