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I.  INTRODUCTION
 
This Code of Business Ethics (the "Code") helps maintain the standards of business conduct of Flight Safety Technologies, Inc. (the "Company"), and is also intended to ensure compliance with listing requirements of the American Stock Exchange, and the legal requirements of the Sarbanes-Oxley Act of 2002 and related rules of the Securities and Exchange Commission ("SEC") promulgated thereunder. The purpose of the Code is to deter wrongdoing and promote ethical conduct. The matters covered in this Code are of the utmost importance to the Company, our shareholders and our business partners, and are essential to our ability to conduct our business in accordance with our stated values.
 
The Code is applicable to all of our employees, Directors and Officers (hereinafter collectively referred to as “Company Personnel”), including our principal executive officer and our principal financial officer.
 
Ethical business conduct is critical to our business.  Company Personnel are expected to read and understand this Code, and within the scope of their respective duties fully comply with this Code.
 
Nothing in this Code, in any Company policies and procedures, or in other related communications (verbal or written) creates or implies an employment contract or term of employment.  If there is a conflict between this Code and our Employee Manual, this Code will control.  Any questions in this regard should be brought to the attention of our CEO or President.
 
Officers and employees must sign the acknowledgment form at the end of this Code and return the form to the address below indicating that they have received, read, understood and agree to comply with the Code. The signed acknowledgment form will be maintained by the Company.
 
The Compliance, Disclosure and Ethics Oversight Committee of our Board of Directors is responsible for overseeing the policies, procedures, and compliance of this Code.
 
Company personnel are expected to adhere to the following standards in connection with the performance of their duties for the Company in order to deter wrongdoing and to promote: 
 
i)    Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
ii)   Avoidance of conflicts of interest, including disclosure to the persons identified in this Code of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
 
iii)  Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company;
 
iv)  Compliance with applicable governmental laws, rules and regulations;
 
v)   Compliance with procedures established by the Company;
 
vi)   Prompt internal reporting to the persons identified in this Code of violations of this Code; and
 
vii)  Accountability for adherence to this Code.
 
II.  HONEST AND ETHICAL CONDUCT
 
We expect all Officers and employees to act with the highest standards of personal and professional integrity, honesty and ethical conduct while working on the Company's premises, at offsite locations where Company business is being conducted, at Company sponsored business and social events, or at any other place where Officers or employees are representing the Company.
 
We consider honest conduct to be conduct that is free from fraud or deception and marked with integrity. We consider ethical conduct to be conduct conforming to the highest professional standards of conduct. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, as discussed in more detail in Section III below. By expecting the highest standards of honesty and ethical conduct, we expect our Officers and employees to stay far from the line differentiating honesty from dishonesty and ethical conduct from unethical conduct.
 
In all cases, if you are unsure about the appropriateness of an event or action, please seek assistance in interpreting the requirements of these practices by contacting the CEO or President of the Company.
 
III.  CONFLICTS OF INTEREST
 
An Officer's and employee's duty to the Company demands that he or she avoid and disclose actual and apparent conflicts of interest. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Examples include:
 
A.  Employment/Outside Employment. In consideration of employment with the Company, Officers and employees are expected to devote their full attention to the business interests of the Company except where an outside activity has been authorized in an employment agreement or otherwise in the case of our Officers approved by the Compliance, Disclosure and Ethics Oversight Committee. Company personnel are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company. Officers and employees are prohibited from accepting simultaneous employment with or compensation in any form from a Company supplier, customer, vendor, consultant or competitor, or from taking part in any activity that enhances or supports a competitor's position. Officers must disclose to the Company's Compliance, Disclosure and Ethics Oversight Committee, employees, its CEO or President, any interest they have that may conflict with the business of the Company.
 
B.  Outside Directorships. It is a conflict of interest to serve as a director of any company that competes with the Company. Company personnel must first obtain approval from the Company's Compliance, Disclosure and Ethics Oversight Committee before accepting a directorship.
 
C.  Business Interests. If any Company personnel is considering investing in a company that is a customer, supplier, vendor, consultant or competitor of FST, he or she must first take great care to ensure that these investments do not compromise their responsibilities to the Company.  In the case of an investment in a private company, i.e., one that is not listed on a national exchange such as NYSE, NASDAQ or AMEX and publicly traded, our policy requires that Officers or employees first obtain approval from the Company's Compliance, Disclosure and Ethics Oversight Committee before making such an investment. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; the Company personnel's ability to influence the Company's decisions; his or her access to confidential information of the Company or of the other company; and the nature of the relationship between the Company and the other company.
 
D.  Related Parties. As a general rule, Company personnel should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role without prior disclosure by an Officer to the Compliance, Disclosure, and Ethics Oversight Committee or by an employee to our CEO or President. Relatives include spouse, siblings, children, parents, grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws.
 
E.  Corporate Opportunities. Company personnel may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company's Board of Directors and the Board of Directors declines to pursue such opportunity.
 
F.  Other Situations. Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts, Company personnel must consult the Company's Compliance, Disclosure and Oversight Committee, our CEO or President.
 
IV.  ACCEPTANCE OF PAYMENTS OR GIFTS FROM OTHERS
 
Under no circumstances may Officers or employees accept any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value from customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any indication of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment ("Nominal Gifts"), provided that they are not excessive or do not create an appearance of impropriety, do not violate this policy. Before accepting anything of value from an employee of a government entity, an employee must contact the CEO or President of the Company and Officers must contact the Chairman of the Compliance, Disclosure and Ethics Oversight Committee. Questions regarding whether a particular payment or gift violates this policy are to be directed to the CEO or President of the Company or, when appropriate, the Chairman of the Compliance, Disclosure and Ethics Oversight Committee.
 
V.  GIVING OF BUSINESS GIFTS
 
A.  General.  Officers and employees may not give gifts in the form of cash or cash equivalents (e.g., checks, marketable securities, or gift certificates) regardless of the amount to any party or entity which does business with the Company.
 
The giving of "courtesy" business gifts of nominal value, such as candy, beverages and fruit, company logo items or flowers is permissible.
 
Our relationships with commercial customers may occasionally present circumstances where gifts or favors are exchanged as an accepted business practice or as a matter of courtesy, without inference of unethical conduct.  Presentations of a ceremonial nature in keeping with national custom may be permitted as long as what is accepted is not in violation of any law, cannot be construed as a bribe or a payoff and would not embarrass us if disclosed publicly. Gifts, when made, must be legal and in accordance with the generally accepted business practices of the governing jurisdictions.
 
B.  Meals.  Certain business courtesies, such as payment for a lunch or dinner in connection with a business meeting, are permissible so long as the cost of the lunch or dinner is reasonable in amount and in accordance with generally accepted local practice.
 
C.  Government Officials.  It is important to note that many government customers and officials have strict rules around the acceptance of gifts, including meals or entertainment.  Business meals or other gifts involving public officials should never be on a scale that might compromise or give the impression of compromising the integrity of such officials or the Company.
 
D.  Prior Approval.  Review and prior approval of the CEO and President is necessary when any gift is to be given with a value in excess of $250 or any gift is intended to be given a government official.
 
E.  Recording.  All gifts are to be paid for by the Company through the normal accounts payable disbursement process, accurately recorded on the Company records, and properly treated to tax purposes.
 
VI.  DISCLOSURE TO THE SEC AND THE PUBLIC
 
We have adopted a General Statement of Policy on Disclosures that Company Personnel are required to follow.  Our Company personnel must ensure that they and others in the Company comply with our disclosure controls and procedures contained in this Policy and periodic reporting procedures.
 
It is our policy to make full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with the United States Securities and Exchange Commission, and in other public communications. All employees are responsible for reporting material information known to them to higher management so that the information will be available to senior executives responsible for making disclosure decisions.
 
VII.  PROPER ACCOUNTING AND INTERNAL CONTROLS
 
The Company must comply with generally accepted accounting principles required at all times.  Our books of accounts must truly reflect the transactions they record.  There shall be no concealment of information from the Company's finance staff or independent auditors. All assets and liabilities of the Company, in particular bank accounts in which Company cash is on deposit, shall be recorded in the accounting records of the Company.
 
The Company's principal financial officer and other employees working for such officer have special responsibility to ensure that all of our financial disclosures are full, fair, accurate, timely and understandable.
 
VIII.  COMPLIANCE WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS
 
Officers and employees must comply with all applicable governmental laws, rules and regulations. Officers and employees must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers and to know when to seek advice from the Company. Violations of applicable governmental laws, rules and regulations may subject Officers and employees to individual criminal or civil liability, as well as to discipline by the Company. Such individual violations may also subject the Company to civil or criminal liability or the loss of business.
 
IX.  DOCUMENT RETENTION AND CONFIDENTIALITY
 
Records should always be retained and not destroyed without prior approval of our CEO or President or otherwise only as permitted by the Company's record retention policies.  In the event of litigation, a governmental investigation or a suspected legal violation, you should not destroy Company documents or records.  In any such situation, please consult the Company's legal advisors.
 
All documents, records, files, lists, ideas and other information and materials we produce concerning the Company, including, without limitation, its products, technologies, employees research, and pricing strategies, are the property of the Company.  All of these items are proprietary to the Company and must be kept confidential.   No such items can be disclosed to any third party, other entity or the public without the prior written permission of our CEO or President.
 
X.  PROTECTION AND PROPER USE OF COMPANY ASSETS
 
All Officers should protect Company assets and ensure their efficient use.  Furthermore, Company equipment should not be used for non-Company business, though incidental personal use may be permitted.  It is important to remember that theft, carelessness, and waste of the Company's assets have a direct impact on the Company's profitability.   Accordingly, any suspected incident of fraud, theft or misuse should be immediately reported for investigation.
 
XI.  INSIDER TRADING
 
Because the Company is a reporting company under the Securities Exchange Act of 1934, the officers and directors of the Company have a number of important responsibilities under the federal securities laws. Further, the Company has a responsibility to take reasonable steps to ensure that the officers, directors and employees of the Company are not engaging in improper insider trading.
 
No director, officer or employee of the Company or member of his or her immediate family sharing the same household shall directly or indirectly purchase or sell any securities of the Company while he or she is in possession of material non-public information affecting the Company.  Also, directors, officers and employees may not "tip" others about important information regarding the Company, and should keep Company information confidential.  Failure to comply with this Policy could result in disciplinary action by the Company and severe criminal and civil penalties.
 
XII.  FAIR COMPETITION
 
The Company will comply with the antitrust laws in the jurisdictions where it transacts business.  In general, agreements and arrangements which eliminate or substantially lessen competition must be avoided.  Agreements with a competitor are particularly suspect.  For example, concerted activities with competitors which affect prices (or any component thereof), or which limit marketing areas, products offered, volume of production, sources of supply or customers or channels of distribution are extremely dangerous and usually illegal.  There are other sensitive antitrust areas which should raise a "red flag".  These include: exchanges of price information; exclusive dealing arrangements and conditioning the sale of one product on the purchase of another (tie-ins); reciprocal dealing; group boycotts; discrimination in prices, services or facilities; and other unfair methods of competition.
 
It is impractical to attempt to summarize all such laws because they are far-reaching and extremely complicated.  However, each Officer and employee is charged with avoiding the violation of, or the appearance of having violated, these laws.  In every transaction in which an Officer or employee is involved, he or she must give consideration to the possibility of antitrust implications.  If in doubt, the Officer or employee should discuss the matter with his or her supervisor or company counsel.  An Officer or employee should not bear the burden and risk of possible civil or criminal antitrust violations.
 
XIII.  ENFORCEMENT OF THE CODE AND REPORTING OF VIOLATIONS
 
A.  Enforcement.  Part of an Officer's job and ethical responsibility is to help enforce this Code.  Officers and employees should be alert to possible violations and must cooperate in any internal or external investigations of possible violations.
 
B.  Reporting.  We encourage employees to ask questions, voice concerns, and make appropriate suggestions regarding our business practices.  Employees are expected to report promptly to management suspected violations of law, or of the Company's policies, or internal controls, so that management can take appropriate corrective action.  We will promptly investigate reports of suspected violations of law, policies, and internal control procedures.
 
Management is responsible for the investigation of and appropriate response to reports of suspected violations of law, policies, and internal control procedures.  The Finance and Audit Committee of our Board of Directors has primary responsibility for investigating violations of the Company's internal controls, with assistance from others, depending on the subject matter of the inquiry.  The persons who investigate suspected violations are expected to exercise independent and objective judgment.
 
Normally, an employee should discuss and review such matters with the employee's immediate supervisor.  Each supervisor is expected to be available to subordinates for that purpose.  If an employee is dissatisfied following discussion and review with the employee's immediate supervisor, that employee is encouraged to request further discussion and review, in the presence of the supervisor or otherwise.  Discussion and review should continue to the level of management appropriate to resolve the issue.
 
Depending on the subject matter of the question, concern, or suggestion, each employee has access to alternative channels of communication and should feel free to contact, for example, the Chief Executive Officer; the President; the Chief Financial Officer; the Finance and Audit Committee; the Company's outside general counsel; and the Compliance, Disclosure and Ethics Oversight Committee.
 
Suspected violations of law or of the Company's policies involving a director or officer, as well as any concern regarding questionable accounting or auditing matters, should be referred directly to the Chief Executive Officer or President or the Chairman of the Compliance, Disclosure and Ethics Oversight Committee or Chairman of the Finance and Audit Committee.  These individuals initially will review all issues involving directors or officers, and then will refer all such issues to the Compliance, Disclosure and Ethics Oversight Committee of our Board of Directors.  Whenever appropriate, this committee will refer such issues to the Board of Directors of the Company.
 
Employees also may address communications to individual nonemployee directors or to the nonemployee directors as a group by writing them at Flight Safety Technologies, Inc., 28 Cottrell Street, Mystic, Connecticut 06355, or such other addresses as the Company may designate and publish from time to time.
 
The Company has retained the services of an independent third party anonymous hotline service.  You may anonymously report suspected violations of this Code to the hotline service.  The Company has established two mechanisms for the anonymous submissions:  toll free hotline at 1-800-826-6762 or online at www.reportit.net, or such other telephone numbers and addresses as the Company may designate and publish from time to time.  All complaints to those telephone numbers and addresses concerning accounting, internal accounting controls, or auditing matters will be referred to the Compliance, Disclosure and Ethics Oversight Committee of the Board of Directors of the Company.
 
All persons receiving or responding to employees' questions, concerns, complaints, and suggestions are expected to use appropriate discretion regarding anonymity and confidentiality, although the preservation of anonymity and confidentiality may or may not be practical, depending on the circumstances.  For example, investigations of significant complaints typically necessitate revealing to others information about the complaint and complainant.  Disclosure also can result from government investigations and litigation.
 
C.  No Reprisals.  Reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of law or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.
 
D.  Disciplinary Action.  The Company will take appropriate action against any Officer or employee whose actions are found to violate the Code or any other policy of the Company. Disciplinary actions may include immediate termination of employment at the Company's sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible.
 
E.  Company Cooperation with Local Authorities.  Where laws have been violated, the Company will cooperate fully with the appropriate authorities.
 
XIV.  WAIVERS AND AMENDMENTS OF THE CODE
 
We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the Company's Board of Directors and promptly disclosed on the Company's website and in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of the amendment or waiver.