LIFELOC TECHNOLOGIES, INC.
AUDIT COMMITTEE CHARTER
APRIL 19, 2010

I. Purpose

The purpose of the Audit Committee (the “Committee”) is to oversee Lifeloc Technologies, Inc.’s (the “Company”) accounting and financial reporting processes, the audits of the Company’s financial statements, and the Company’s internal controls.  In so doing, the Committee should endeavor to maintain free and open means of communication between the members of the Committee, the other members of the Board of Directors (the “Board”), the independent auditors and the management of the Company. 

In the exercise of its oversight, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements fairly present the Company’s financial position and results of operations in accordance with generally accepted accounting principles.  Instead, such duties remain under the oversight of management and the independent auditors.

II. Membership

The Committee shall be composed of one or more members of the Board. The members shall be appointed by action of the Board and shall serve at the discretion of the Board.  Each Committee member shall be “financially literate” as determined by the Board in its business judgment and shall satisfy the “independence” requirements of the NASDAQ National Market.  At least one member of the Committee shall have Accounting or related financial management expertise, as determined by the Board in its business judgment.

III. Committee Organization and Procedures

A. The members of the Committee shall appoint a Chair of the Committee by majority vote.  The Chair (or in his or her absence, a member designated by the Chair) shall preside at all meetings of the Committee.

B. The Committee shall have the authority to establish its own rules and procedures consistent with the bylaws of the Company for notice and conduct of its meetings, should the Committee, in its discretion, deem it desirable to do so.

C. The Committee may, in its discretion, include in its meetings members of the Company’s financial management, representatives of the independent auditors, and other financial personnel employed or retained by the Company.  The Committee may meet with the independent auditors in separate executive sessions to discuss any matters that the Committee believes should be addressed privately, without management’s presence.  The Committee may likewise meet privately with management, as it deems appropriate.

D. The Committee may, at its discretion, utilize the services of the Company’s regular corporate legal counsel with respect to legal matters or, at its discretion, retain outside legal counsel or other advisors if it determines that such counsel or advisors are necessary or appropriate under the circumstances.

IV. Key Functions

The Committee and the Board recognize that the Company’s management is responsible for preparing the Company’s financial statements and that the independent auditors are responsible for auditing those financial statements.  Additionally, the Committee and the Board recognize that financial management, including the internal accounting staff, as well as the independent auditors, has more time and knowledge and more detailed information concerning the Company than do Committee members; consequently, in carrying out its responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certificate as to the independent auditors’ work.  It is not the duty of the Committee to plan or conduct audits or to determine whether the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles.

A. Oversight Responsibilities

(I) The independent auditors shall be ultimately accountable to the Committee and the Board in connection with the audit of the Company’s annual financial statements and related services. In this regard, the Committee shall be responsible for appointing, overseeing and periodically evaluating the performance of the auditors and, if necessary, terminating the independent auditors.  As appropriate, the Committee shall recommend to the Board the submission of its selection of the independent auditors for stockholder ratification at any meeting of stockholders.

(ii) The Committee shall approve the fees to be paid to the independent auditors and any other terms of the engagement of the independent auditors.  The Chair (or in his or her absence, a member designated by the Chair) may represent the entire Committee for purposes of this discussion.

(iii) The Committee shall receive from the independent auditors, at least annually, a written statement delineating all relationships between the independent auditors and the Company, consistent with Independence Standards Board Standard No. 1.  The Committee shall actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that, in the view of the Committee, may affect the objectivity and independence of the independent auditors. If the Committee determines that further inquiry is advisable, the Committee shall recommend that the Board take any appropriate action in response to the independent auditors’ independence.

B. Annual Audit

(I) The Committee shall meet with the independent auditors, chief financial officer and other management personnel in connection with each annual audit to discuss the scope of the audit and the procedures to be followed.  The Chair (or in his or her absence, a member designated by the Chair) may represent the entire Committee for purposes of this discussion.

(ii) The Committee shall review¹ and discuss the audited financial statements with the management of the Company.

(iii) The Committee shall discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 as then in effect including, among others: (1) the methods used to account for any significant unusual transaction reflected in the audited financial statements; (2) the effect of significant accounting policies in any controversial or emergent areas for which there is a lack of authoritative guidance or a consensus to be followed by the independent auditors; (3) the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates; and (4) any disagreements with management over the application of accounting principles, the basis for management’s accounting estimates, or the disclosures in the financial statements.

(iv) The Committee shall, based on the review and discussion in paragraph B(iii) above, and based on the disclosures received from the independent auditors regarding their independence and discussions with the auditors regarding such independence, conclude whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K for the fiscal year subject to the audit.

¹  Auditing Literature, particularly, Statement on Auditing Standards No. 100, defines the term “review” to include a particular set of required procedures to be undertaken by independent accountants.  The members of the Audit Committee are not independent accountants, and the term “review” as used in this Amended Audit Committee Charter is not intended to have this meaning.  Consistent with footnote 47 of the SEC Release No. 34-42266, any use in this Audit Committee Charter of the term “review” should not be interpreted to suggest that the Committee members can or should follow the procedures required of auditors performing review of interim financial statements.

C. Quarterly Review

(i) The independent auditors are required to review the interim financial statements to be included in Form 10-Q of the Company using professional standards and procedures for conducting such reviews, as established by generally accepted auditing standards as modified or supplemented by the Securities and Exchange Commission, prior to the filing of the Form 10-Q.  The Committee, in its discretion, may discuss with management and the independent auditors in person, at a meeting, or by conference telephone call, the results of the quarterly review including such matters as significant adjustments, management judgments, accounting estimates, significant new accounting policies and disagreements with management.  The Chair (or in his or her absence, a member designated by the Chair) may represent the entire Committee for purposes of this discussion.

(ii) The Committee shall review the Company’s quarterly and annual financial statements with the Company’s Chief Financial Officer before they are released publicly. The review of annual financial statements shall be conducted prior to publication.

D. Internal Controls

(i) The Committee shall discuss with the independent auditors, at least annually, the adequacy and effectiveness of the accounting and financial controls of the Company, and consider any recommendations for improvement of such internal control procedures.

(ii) The Committee shall discuss with the independent auditors and with management any letter of recommendation provided by the independent auditors and any other significant matters brought to the attention of the Committee by the independent auditors as a result of its annual audit.  The Committee should allow management adequate time to consider any such matters raised by the independent auditors.

E. Other Responsibilities

(i) The Committee shall review and reassess the Committee’s Charter at least annually and submit any recommended changes to the Board for its consideration.

(ii) The Committee shall provide the report for inclusion in the Company’s Annual Proxy Statement required by Item 306 of Regulation S-K of the Securities and Exchange Commission.

(iii) The Committee, through its Chair, shall report periodically, as deemed necessary or desirable by the Committee, but at least annually, to the full Board regarding the Committee’s actions and recommendations, if any.

(iv) The Committee may institute investigations of suspected improprieties on any material matter selected by the Committee and is authorized to engage on behalf of the Company special counsel, independent auditors or outside experts when necessary.

(v) The Committee shall annually disclose amounts received by Audit Committee members from the Company and its affiliates and any other transactions with the Company or its affiliates to which they are a party, other than amounts received for service as a Director or Board Committee member. Such disclosure shall be noted in the minutes of the appropriate Committee meeting.

(vi) The Committee shall annually review all existing related party transactions or other conflicts of interest that exist between employees/directors and the Company.  The Committee shall review all proposed related party transactions.  The Company shall not enter into any related party transactions unless first approved of by the Committee.  The Committee may also make recommendations to the full Board of Directors on actions to be taken that relate to any proposed or existing related party transactions.

(viii) The Committee shall determine the appropriate level of funding to be provided by the Company for payment of the independent auditor and outside advisors and any administrative expenses incurred by the Committee in carrying out its duties.

(ix) The Committee shall establish, implement and oversee procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and procedures for confidential, anonymous submissions by Company employees regarding questionable accounting or auditing matters.

F. Minutes

Minutes of each meeting will be compiled by the Company’s Corporate Secretary who shall act as Secretary to the Committee, who is also a member of the Company’s internal legal staff, or in the absence of the Corporate Secretary, by an Assistant Corporate Secretary of the Company, or any other person designated by the Committee.

LIFELOC TECHNOLOGIES, INC.
INSIDER TRADING POLICY

I. PURPOSE

This Policy provides guidelines to employees, officers and directors of and consultants to Lifeloc Technologies Inc. (the “Company”) with respect to transactions in the Company’s securities.

II. DEFINITIONS:

• Insider: All officers of the Company, all members of the Company’s Board of Directors, and all employees of, and consultants and contractors to, the Company and its subsidiaries who receive or have access to Material Nonpublic Information (as defined below) regarding the Company. Insiders also include the members of immediate families, and members of the households of the individuals in the prior sentence. This Policy also applies to any person who receives Material Nonpublic Information from any Insider.
• Material Nonpublic Information: Nonpublic information is information that has not been disclosed to the general public and is otherwise not available to the general public.  It is not possible to define all categories of material information.  However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of the Company’s securities.
  
  While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Both positive and negative information may be material. Examples of such information include, but are not limited to:
  • Financial results, including revenues and costs
  • News of a pending or proposed merger or joint venture
  • Impending bankruptcy or financial liquidity problems
  • New product announcements of a significant nature
  • Significant acquisitions
  • Significant litigation exposure due to actual or threatened litigation
  • Major changes in senior management.
• Trading Window: The period of time commencing on the second Trading Day following the date of public disclosure of the financial results for a particular fiscal quarter or year and continuing until the beginning of the first of the last five Trading Days of the end of the next fiscal quarter.
• Trading Day: Trading Day shall mean a day on which national stock exchanges and the National Association of Securities Dealers, Inc. Automated Quotation System (NASDAQ) are open for trading.

III. REFERENCES:

None

IV. POLICY:

• It is the Policy of the Company to oppose the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of Material Nonpublic Information in securities trading.
• This Policy applies to all transactions in the Company’s securities, including common stock, options for common stock and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as to derivative securities relating to the Company’s stock, whether or not issued by the Company, such as exchange-traded options.
• Any person who possesses Material Nonpublic Information regarding the Company is an Insider for so long as the information is not publicly known. Any employee can be an Insider from time to time, and would at those times be subject to this Policy. Because the Company cannot know what every employee or consultant knows at any specific time, any individual possessing what could be construed to be Material Nonpublic Information should consult the Chief Financial Officer before engaging in any securities transactions, or in any way discussing the information with non-Lifeloc Technologies, Inc. personnel.
• Trading on Material Nonpublic Information: No director, officer or employee of, or consultant to, the Company, and no member of the immediate family or household of any such person, shall engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Nonpublic Information concerning the Company, and ending at the close of business on the second Trading Day following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material.
• Tipping: No Insider shall disclose (“tip”) Material Nonpublic Information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company’s securities.
• Confidentiality of Nonpublic Information: Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden.
• Directors and officers of the Company must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16 of the Securities Exchange Act of 1934, as amended.  The practical effect of these provisions is that officers and directors who purchase and sell the Company’s securities within a six-month period must disgorge all profits to the Company whether or not they had knowledge of any Material Nonpublic Information.  Under these provisions, and so long as certain other criteria are met, neither the receipt of an option under the Company’s option plans, nor the exercise of that option, is deemed a purchase under Section 16; however, the sale of any such shares is a sale under Section 16.
• No officer or director may ever make a short sale of the Company’s stock.

V. POTENTIAL CRIMINAL AND CIVIL LIABILITY AND/OR DISCIPLINARY ACTION:

• Liability for Insider Trading. Insiders may be subject to penalties of up to $1,000,000 and up to ten years in jail for engaging in transactions in the Company’s securities at a time when they have knowledge of Material Nonpublic Information regarding the Company.
• Liability for Tipping. Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed Material Nonpublic Information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities.  The Securities and Exchange Commission (the “SEC”) has imposed large penalties even when the disclosing person did not profit from the trading.  The SEC, the stock exchanges and the National Association of Securities Dealers, Inc. use sophisticated electronic surveillance techniques to uncover insider trading.
• Possible Disciplinary Action. Employees of the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of employment.

VI. GUIDELINES:

• Suggested Closure of Trading Window For Officers, Directors and All Employees. The period beginning five trading days before the end of each quarter and ending one Trading Day following the date of public disclosure of the financial results for that quarter, is a particularly sensitive period of time for transactions in the Company’s stock from the perspective of compliance with applicable securities laws.  This sensitivity is due to the fact that officers, directors and certain other employees and consultants will, during that period, often possess Material Nonpublic Information about the expected financial results for the quarter.
  
  Accordingly, to ensure compliance with this Policy and applicable federal and state securities laws, it is suggested that all directors, officers, employees and consultants having access to the Company’s internal financial statements or other Material Nonpublic Information not conduct transactions involving the purchase or sale of the Company’s securities during this period.
  
  From time to time, the Company may also recommend that directors, officers, selected employees and others suspend trading because of developments known to the Company and not yet disclosed to the public. In such event, such persons are advised not to engage in any transaction involving the purchase or sale of the company’s securities during such period and should not disclose to others the fact of such suspension of trading.
  
  The purpose behind the suggested self-imposed non-Trading Window period is to help establish a diligent effort to avoid any improper transaction.
  
  It should be noted, however, that even during the Trading Window, any person possessing Material Nonpublic Information concerning the Company should not engage in any transaction in the Company’s securities until such information has been known publicly for at least one Trading Day, whether or not the Company has recommended a suspension of trading to that person.  Trading in the Company’s securities during the Trading Window should not be considered a “safe harbor,” and all directors, officers and other persons should use good judgment at all times.
• Preclearance of Trades. The Company has determined that all officers and directors of the Company must refrain from trading in the Company’s securities, even during the Trading Window, without first complying with the Company’s preclearance process.  Each officer and director should contact the Company’s Chief Financial Officer prior to commencing any trade in the Company’s securities.  The Company may find it necessary, from time to time, to require compliance with the preclearance process from certain employees and consultants other than and in addition to officers and directors.
• Individual Responsibility.  Every officer, director, employee and consultant has the individual responsibility to comply with this Policy regarding insider trading, regardless of whether the Company has a suggested Trading Window for that Insider or any other Insiders of the Company. The guidelines set forth in this Policy are guidelines only, and appropriate judgment should be exercised in connection with any trade in the Company’s securities.
• An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to make the transaction before learning of the Material Nonpublic Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.
• For purposes of this Policy, the Company considers that the exercise of stock options under the Company’s stock option plans (but not the sale of any such shares) is exempt from this Policy, since the other party to the transaction is the Company itself and the price does not vary with the market but is fixed by the terms of the option agreement or the stock option plan.

VII. INSIDE INFORMATION REGARDING OTHER PUBLIC COMPANIES:

This Policy and the guidelines described herein also apply to Material Nonpublic Information relating to other companies, including the Company’s customers, vendors or suppliers (“business partners”), when that information is obtained in the course of employment with or other services performed on behalf of, the Company.  Civil and criminal penalties, and termination of employment may result from trading on inside information regarding the Company’s business partners.  All employees should treat Material Nonpublic Information about the Company’s business partners with the same care required with respect to information related directly to the Company.

CODE OF ETHICS
OF
LIFELOC TECHNOLOGIES, INC
(as adopted April 19, 2010)

I. Introduction

The board of directors (the "Board") of Lifeloc Technologies, Inc., a Colorado corporation, (the "Company"), has adopted this Lifeloc Technologies, Inc. Code of Ethics (this "Code"), which is applicable to all directors, officers and employees of the Company, to:

• promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships
• promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC"), as well as in other public communications made by or on behalf of the Company;
• promote compliance with applicable governmental laws, rules and regulations;
• deter wrongdoing; and
• require prompt internal reporting of breaches of, and accountability for adherence to, this Code.

No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles. Directors, officers and employees are encouraged to bring questions about particular circumstances that may involve one or more of the provisions of this Code to the attention of the Company's Chief Executive Officer or Chairman of the Board, who may consult with the Company's outside legal counsel as appropriate.

This Code may be amended only by unanimous resolution of the Board of Directors.

II. Honest, Ethical and Fair Conduct

Each director, officer and employee of the Company owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal gain and advantage.

Each director, officer and employee of the Company must:

1. act with integrity, including being honest and candid while still maintaining the confidentiality of the Company's information where required or in the Company's interests;
2. observe all applicable governmental laws, rules and regulations;
3. comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company's financial records and other business-related information and data;
4. adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices;
5. deal fairly with the Company's customers, suppliers, competitors and employees;
6. refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice;
7. protect the assets (both tangible and intangible) of the Company and ensure their proper use;
8. refrain from taking personal opportunities that are discovered through the use of corporate assets or using corporate assets, information or position for personal gain outside the scope of employment or service with the Company;
9. refrain from trading in the Company's securities at any time when aware of material nonpublic information about the Company, or passing on to others material nonpublic information about the Company;
10. avoid conflicts of interest, wherever possible, except under guidelines or resolutions approved by the Board (or the appropriate committee of the Board). Anything that would be a conflict for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative.
    
    Examples of conflict of interest situations include, but are not limited to, the following:
    • any significant ownership interest in any supplier or customer;
    • any consulting or employment relationship with any customer, supplier or competitor;
    • any outside business activity that detracts from an individual's ability to devote appropriate time and attention to his or her responsibilities with the Company;
    • conducting business with, or competing with, an entity in which a director, officer or employee has an ownership interest or in which a close relative has an ownership or employment interest, unless such business relationship has been disclosed and authorized by a majority of the independent members of the Board;
    • the receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings or from any entity if the money, gift or entertainment is for the purposes of influencing the director, officer or employee in his or her capacity as such;
    • being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative;
    • selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell; and
    • any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes–or even appears to interfere–with the interests of the Company as a whole.

III. Disclosure

The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each director, officer and employee must:

1. not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's independent auditors, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and
2. in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.

In addition to the foregoing, the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer of the Company and each subsidiary of the Company (or persons performing similar functions), and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.

Each director, officer and employee must promptly bring to the attention of the Chairman of the Audit Committee of the Board (or the Chairman of the Board) any information he or she may have concerning (i) significant deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company's ability to record, process, summarize and report financial data or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.

IV. Compliance

It is the Company's obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to, and each person must, adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.

V. Reporting and Accountability

The Board or Audit Committee of the Board is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any director, officer or employee who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board or the Chairman of the Audit Committee promptly. Failure to do so is itself a breach of this Code.

1. Each director, officer and employee must:
   • notify the Chairman of the Board or the Chairman of the Audit Committee promptly of any existing or potential violation of this Code; and
   • not retaliate against any other person for reports of potential violations that are made in good faith.
2. The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:
   • The Board or Audit Committee will take all appropriate action to investigate any breaches reported to it.
   • If the Board or Audit Committee determines (by majority decision) that a breach has occurred, it will inform the entire Board.
   • Upon being notified that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee and/or the Company's counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.

No person who reports an incident in accordance with the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment, or, in any manner, discrimination against such person in terms and conditions of employment.

VI. Waivers and Amendments

Any waiver, including an implicit waiver, from a provision of this Code or any amendment to this Code that applies to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, is required to be disclosed in a Report on Form 8-K filed with the SEC, unless the Company discloses the required information on its Internet website and has disclosed in its most recently filed annual report its Internet address and intention to provide disclosure in this manner.

A “waiver” means the approval by the Company’s Board of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than technical, administrative or other non-substantive amendments hereto.

All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.

VII. Other Policies and Procedures

Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.

VIII. Inquiries

All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company's Chief Executive Officer, or such other compliance officer as shall be designated from time to time by the Company.

Lifeloc was incorporated in 1983 under the name Evergreen Investor Services, Inc.  In 1998 the Company changed its name to Lifeloc Technologies, Inc.  Lifeloc became a public company on May 31, 2011.

Lifeloc Technologies, Inc.  is not related or affiliated in any way with Lifelock, the identity theft protection company.

Lifeloc is incorporated in the state of Colorado.

Lifeloc's corporate headquarters are located at:
12441 West 49th Avenue, Suite 4
Wheat Ridge, CO 80033
Tel: (303) 431-9500
info@lifeloc.com

Lifeloc currently does not have a direct stock purchase plan. However, Lifeloc's stock may be purchased through any brokerage firm, including discount or online brokerage services.

Lifeloc currently does not issue dividends and does not have a DRIP. We intend to retain earnings to finance future growth, including internal development and possible acquisitions.

Contact your broker and inquire about Lifeloc's share price.

Please contact your stock broker to inquire about Lifeloc stock . If you do not have a broker please contact our Market Maker below:

Pennaluna & Company
421 Sherman Avenue
Coeur d' Alene, ID 83814
Tel: 1-800-654-992
mike@pennaluna.com

Please follow this link to the SEC's website for electronic copies of the materials we file with the SEC (including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, the Section 16 reports filed by our executive officers, directors and 10% stockholders and amendments to those reports).

Lifeloc's reporting year ends on December 31.

Lifeloc announces its quarterly earnings within 45 days after the end of each quarter, and annual earnings within 90 days of our year end.

The date for the next annual meeting of shareholders will be publicized after the board meets in April.

Lifeloc files quarterly reports with the SEC. See our SEC Filings for details.

As of June 30, 2011 Lifeloc had 28 employees.

As of May 31, 2011, we had 2,422,416 shares of common stock issued and outstanding.

All questions regarding your ownership of Lifeloc stock should be addressed to our transfer agent.

Send your written inquiries to:
Shari Humpherys    
Operations     
Corporate Stock Transfer   
3200 Cherry Creek Drive South
Ste 430
Denver, CO 80209
Tel:  (303) 282-4800
Fax:  (303) 282-5800
Email: Shumpherys@corporatestock.com

A transfer agent and registrar for a publicly held company keeps records of stock held by registered shareholders, including shares held in certificate form. When stock changes hands, the transfer agent updates the record of ownership of the stock. The transfer agent does not maintain records of shares bought and sold through brokerage accounts and held in "street name." Such records are maintained by the specific brokerages through whom shares are bought and sold.

The transfer agent is also responsible for escheatment, which is the legally-required process of transferring unclaimed property to the state. If you are a registered shareholder of  Lifeloc stock, it is critical that you maintain current contact information with the transfer agent; otherwise, you are at risk of having your shares escheated. If you hold your shares through a brokerage account, you need only ensure that your address is current with your brokerage firm.

Shari Humpherys    
Operations     
Corporate Stock Transfer   
3200 Cherry Creek Drive South
Ste 430
Denver, CO 80209
Tel: (303) 282-4800
Fax: (303) 282-5800
Email: Shumpherys@corporatestock.com

If you own shares through a brokerage firm, you need to contact the brokerage firm directly to change your account address.

If you're a registered shareholder you need to contact Lifeloc's transfer agent. See: Who is Lifeloc's Transfer Agent?

Common Stock: 53220 Y 207

Davis Graham & Stubbs LLP
1550 Seventeenth Street, Suite 500
Denver, Colorado 80202
Tel: (303) 892-9400
Fax: (303) 893-1379
info@dgslaw.com

Eide Bailly
5299 DTC Blvd., Ste. 1000
Greenwood Village, CO 80111-3329
Tel: 303.770.5700
Fax: 303.770.7581
www.eidebailly.com

If you can't find the information you're looking for on our website, please feel free to contact us or write to us here:

Lifeloc Technologies Inc.
12441 West 49th Avenue, Suite 4
Wheat Ridge, CO 80033
Tel: 303-431.9500
corporateinfo@lifeloc.com