PROXY
FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD AUGUST 27, 2009
This Proxy Is Solicited by Management of the Company.
The undersigned stockholder of PCS Edventures!.com, Inc. (the “Company”), hereby appoints Anthony A. Maher or __________________________ as proxy-holder for and on behalf of the undersigned to attend the Annual Meeting of Stockholders to be held August 27, 2009 at 10:00 a.m. and to vote said shareholder's shares as follows:
Proposal No. 1
Election of Directors
I direct that my proxy vote on the proposal to elect the following to the Board of Directors until the next Annual Meeting, as follows:
A.
Cecil D. Andrus
_____ For _____ Against ____ Abstain
B.
Dehryl A. Dennis
_____ For _____ Against ____ Abstain
C.
Donald J. Farley
_____ For _____ Against ____ Abstain
D.
Anthony A. Maher
_____ For _____ Against ____ Abstain
E.
Michael K. McMurray
_____ For _____ Against ____ Abstain
Proposal No. 2
Approval of the PCS 2009 Equity Incentive Plan
I direct that my proxy vote on the proposal to approve the PCS 2009 Equity Plan as presented:
Approval:________ Non-Approval:_______ Withhold Authority:_______
I authorize my proxy to vote as his/her discretion may dictate on the transaction of such other business as may properly come before the Annual Meeting or any adjournments thereof.
In the event Anthony A. Maher is unable to attend this Annual Meeting, then Donald J. Farley shall be authorized to vote these shares in his place in the above-prescribed manner with all of the discretion otherwise to be held by Mr. Maher.
The undersigned hereby revokes any Proxy previously given, and incorporates by reference the provisions of the instructions following this proxy.
Print Name of Shareholder Number of Shares
Signature of Shareholder Date
Address:
Street or P.O. Number City State Zip