0001144879-03-000069 Sample Contracts

FORM OF UNDERWRITER'S UNIT WARRANT AGREEMENT
Underwriter's Unit Warrant Agreement • November 26th, 2003 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York

UNDERWRITER'S UNIT WARRANT AGREEMENT dated as of ________, 2003, between Flight Safety Technologies, Inc., a Nevada corporation (the "Company"), and The Shemano Group, Inc. (hereinafter referred to as the "Underwriter").

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FLIGHT SAFETY TECHNOLOGIES, INC., a Nevada corporation, and PACIFIC STOCK TRANSFER COMPANY, as Warrant Agent, and THE SHEMANO GROUP, INC., as Underwriter PUBLIC WARRANT AGREEMENT
Public Warrant Agreement • November 26th, 2003 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York

WARRANT AGENT AGREEMENT dated as of ________, 2003, by and among Flight Safety Technologies, Inc., a Nevada corporation (the "Company"), The Shemano Group, Inc. (the "Underwriter"), and Pacific Stock Transfer Company, as warrant agent (hereinafter called the "Warrant Agent").

FLIGHT SAFETY TECHNOLOGIES, INC. __________Units consisting of _________Shares of Common Stock (Par Value $.001 Per Share) and Redeemable Warrants to Purchase _________Shares of Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • November 26th, 2003 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York

Flight Safety Technologies, Inc., a Nevada corporation (the "Company"), proposes to issue and sell to The Shemano Group, Inc. (the "Underwriter") an aggregate of _______ (________ ) units (the "Offered Units"), at a price of $____ per Offered Unit, consisting of an aggregate of _______ (_______ ) shares of common stock of the Company, par value $.001 per share (the "Offered Shares"), which Offered Shares are presently authorized but unissued shares of common stock of the Company, par value $.001 per share (individually, a "Common Share" and collectively the "Common Shares"), and ________ (_______ ) Common Share purchase warrants (the "Offered Warrants"), entitling the holder of each Offered Warrant to purchase, at any time commencing on the Separation Date (as hereinafter defined) until 5:00 p.m. Eastern time, on _____, 2008 [5 years after Effective Date], one (1) Common Share, at an exercise price of $ (subject to adjustment in certain circumstances). The Offered Shares and the Offere

GEORGIA TECH APPLIED RESEARCH CORPORATION Cost Reimbursement Research Project Agreement Research Proposal No. 01,205,072,04,96874
Cost Reimbursement Research Project Agreement • November 26th, 2003 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Georgia

THIS AGREEMENT is made by and between GEORGIA TECH APPLIED RESEARCH CORPORATION, a Georgia corporation, having principal offices at Research Administration Building, Georgia Institute of Technology, Atlanta, Georgia, 30332-0420 (hereinafter known as "GTARC") and FLIGHT SAFETY TECHNOLOGIES, INC. having a business address of 63 Mountain Green Circle, Candlewood, Quail Meadows Estate, Windsor Mill, MD 21244-2602 (hereinafter known as "FST").

AGREEMENT
Intellectual Property Assignment Agreement • November 26th, 2003 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys

THIS AGREEMENT is made this 14th day of January, 2000 by and between Advanced Acoustic Concepts, Inc., a New York corporation with its principal offices located at 200 13th Avenue, Ronkonkoma, New York 11779-6820 ("AAC"), and Flight Safety Technologies, Inc., a Wyoming corporation with its principal offices located at One Spar Yard Street, New London, Connecticut 06320 ("FSTI").

AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350) RATING PAGE OF PAGES 1 | 32
Contract • November 26th, 2003 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys
FLIGHT SAFETY TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT TEMPLATE Dated as of: ____________________
Non-Qualified Stock Option Agreement • November 26th, 2003 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Nevada

NON-QUALIFIED STOCK OPTION AGREEMENT by and between Flight Safety Technologies, Inc., a Nevada Corporation (the "Company") and [insert holder name] (the "Holder").

PLACEMENT AGENT WARRANT AGREEMENT
Placement Agent Warrant Agreement • November 26th, 2003 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys

PLACEMENT AGENT WARRANT AGREEMENT (this "Agreement"), dated as of November 3, 2000, between FLIGHT SAFETY TECHNOLOGIES, INC. a Delaware corporation ("Company"), and SPENCER TRASK VENTURES, INC. (formerly known as Spencer Trask Securities, Incorporated) ("Agent").

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