Exhibit 14.2
                                  ------------


                          GROEN BROTHERS AVIATION, INC.
                              STANDARDS OF CONDUCT


GENERAL RULES OF CONDUCT
------------------------

         Commonly accepted standards of conduct help maintain good relationships
at work,  and  promote  both  responsibility  and  self-development.  You  avoid
misunderstandings,  frictions  and other  problems  by avoiding  thoughtless  or
wrongful  acts.  In order  to  provide  some  guidance  concerning  unacceptable
behavior,  the  following  are examples of types of conduct that are  considered
impermissible  for  GBA  employees.  If you  engage  in  misconduct  or if  your
performance is unsatisfactory,  you may be subject to disciplinary action, up to
and including  termination.  It is  impossible to provide an exhaustive  list of
types of conduct that are not permitted. The list below is, therefore,  intended
simply to provide some examples.

1.       Falsification  of forms,  records,  or reports,  including  time cards,
         application materials, or employee records.

2.       Actual or threatened physical violence towards another employee.

3.       Fighting,  gambling,  horseplay  or using  profane,  obscene or abusive
         language while at work,  threatening,  intimidating  or coercing others
         while on company premises.

4.       Unwillingness or inability to work in harmony with others, discourtesy,
         conduct creating disharmony, irritation or friction.

5.       Loafing or sleeping on the job,  failure to perform  work,  inefficient
         performance, incompetence or neglect of work.

6.       Possessing or bringing  weapons,  firearms,  or ammunition onto Company
         premises.

7.       Possession,  being under the  influence of, or using alcohol or illegal
         substances during work times.

8.       Insubordination, refusing to follow a supervisor's directions, or other
         disrespectful conduct to a supervisor or manager.

9.       Unauthorized  possession,  removal,  or  use  of  company  or  employee
         property, records, or other materials.

10.      Disclosure of trade secrets or confidential information.


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<PAGE>

11.      Excessive tardiness or absenteeism.

12.      Destroying or willfully damaging company or employee property, records,
         or other materials.

13.      Unauthorized use of company equipment, time, materials, or facilities.

14.      Violating  safety or health  rules or  practices or engaging in conduct
         that creates a safety or health hazard.

15.      Violating any company policy or any workplace rule.

         For minor  offenses  with minor  consequences,  you will be expected to
agree to and improve your behavior. This may afterwards be recorded as a warning
record for future reference.  Disciplinary action, which may include termination
of  employment,  may result from major  offenses,  those with  serious or costly
consequences,  or for habitual or repeated  minor  offenses which show a lack of
responsible effort to correct deficiencies.


RESOLVING CONFLICTS
-------------------

         Employees  of Groen  Brothers  Aviation  are  required  to  follow  the
established  Chain of Command  process.  Simply  stated,  following the Chain of
Command  means  that you must  communicate  with your  immediate  supervisor  on
work-related issues prior to bringing that issue to the next higher authority.

If you have a problem or concern:

1.       Speak  privately  with your  immediate  supervisor.  Most issues can be
         resolved at this level.

2.       If your concern is not resolved,  or if you are not satisfied  with the
         results of the meeting with your immediate supervisor, you may request,
         through  your  supervisor,  a  meeting  with  your  supervisor's  boss.
         Decisions rendered at this level shall be regarded as final,  except as
         provided in paragraph 3 below.

3.       If your problem or concern deals with a serious legal, moral, or safety
         issue that cannot be resolved  through your immediate  supervisor,  you
         may  request  a  meeting  with the  next  higher  authority,  up to and
         including the Company president.  If, with regard to any legal,  moral,
         or safety issue,  you are not comfortable  with following your Chain of
         Command,  you may contact a Human  Resources  staff  member or a Senior
         Vice President.

         You are not required to follow the Chain of Command  process to raise a
concern  of  harassment.  Incidents  of  harassment  may be  reported  to  Human
Resources, or a Senior Vice President.


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<PAGE>

         Do not take your  problems  or  concerns  to others who do not have the
power or authority to help you.  Complaining to your  co-workers will not result
in a  satisfactory  solution to your concern.  It can be disruptive and it hurts
morale.  It is important  that  employee  work-related  problems,  regardless of
severity, be brought to your supervisor's attention so that they may be resolved
quickly and fairly.  You are obliged to keep your supervisor  informed of issues
and concerns. No employee will be disciplined or otherwise penalized for raising
a  good  faith  concern  about  GBA,  its  policies,  procedures,  managers,  or
employees.


PERFORMANCE
-----------

         It is important to the success of our company that every one of us be a
contributing  member  of the  GBA  team.  GBA  expects  a  consistent  level  of
excellence  from all  employees.  Each of us is  expected to meet  standards  of
performance,  attendance and behavior (referred to below as "performance") , and
to follow company policies and procedures.

         Your supervisor will make sure you have a clear  understanding  of your
assigned   responsibilities  and  goals,  and  of  their  expectations  of  your
performance.  In most cases,  if you have a performance  issue,  your supervisor
will  work  with you to  provide  the  appropriate  performance  counseling  and
corrective action so that you have the opportunity to improve.

         If  your  performance   doesn't  meet  specified   requirements,   your
supervisor will meet with you to discuss the issue. In this informal  counseling
your supervisor will discuss the specific areas of performance  that do not meet
the requirements or expectations of your assigned job duties. Additionally, your
supervisor may work with you to develop a formal  performance  improvement  plan
and time frame.

         If your  performance  does not show  satisfactory  signs of improvement
after  informal  counseling,  your  supervisor  will document the situation in a
written formal warning.

         If you do not achieve the improvement in performance  that was outlined
in your counseling sessions, your employment may be terminated.

         Employment  can also be terminated if the problem  involves a breach of
policy,  or if your performance or conduct is such that continued  employment is
no longer in the best interest of GBA.

         Some situations may require  significant  disciplinary  action short of
termination.  In a situation like this, you may receive a "final written notice"
advising  you that if the  situation  occurs  again at any time  during your GBA
employment, your employment will be terminated immediately.

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<PAGE>

         This  policy is not  progressive.  This means that the  Company may not
necessarily  follow  these steps in every  situation,  and reserves the right to
respond to performance issues in the manner it believes is most appropriate.


DEALINGS WITH PEOPLE OUTSIDE THE COMPANY
----------------------------------------

         Any  dealings  you  have  with  non-employees  must  be of the  highest
professional  standard.  There will be times when a  non-employee  may request a
plant tour or in some other way ask you for  information  about the company.  In
dealing with such requests,  always be polite,  courteous, and helpful; however,
be aware that there are limits to information or access to the facility that can
be given to people  outside  the  company.  This is  especially  true  regarding
company stock. As a  representative  of GBA you must not advise anyone regarding
the purchase of stock.  If you are unsure  whether a request from a non-employee
is appropriate,  please contact your department  head, or other company officer.
Distribution  of company  literature and plant tours should be arranged  through
the Marketing Department.


ATTENDANCE AND PUNCTUALITY
--------------------------

         You are expected to be reliable and punctual in reporting for scheduled
work.  Tardiness and absenteeism place a burden on your co-workers.  In the rare
instances  when you  cannot  avoid  being  late to work or are unable to work as
scheduled,  you must  personally  contact your  immediate  supervisor as soon as
possible.  If your supervisor is not available when you call, you should ask for
the next person in your Chain of  Command.  In the event no one in your Chain of
Command is available, you may speak with any supervisor or manager.  Notifying a
co-worker, in lieu of your supervisor,  that you are going to be late or absent,
is not  acceptable.  At the time you speak  with  your  supervisor,  you  should
provide an estimated  time when you will return to work.  You should notify your
supervisor  as soon as  possible  in advance  of the  anticipated  tardiness  or
absence.  If you are inadvertently late for work, report to your supervisor that
you were tardy.

         When you return to work from an unscheduled  absence, you must complete
an Absence Report form and have it signed by your supervisor.

         Excessive  absences,  including unpaid absences,  repeated  absences or
tardiness  or a pattern of absences  and/or  tardiness  (i.e.,  absences the day
before  and/or after a weekend,  particular  days of the week or month;  the day
before or after a  holiday),  are  grounds for  disciplinary  action,  which may
include termination of your employment.


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<PAGE>

CONFIDENTIALITY
---------------

         You are responsible for safeguarding  confidential information obtained
during  your  employment.  In the  course of your work,  you may have  access to
confidential  information  regarding GBA, its suppliers,  its customers,  fellow
employees,  or other information considered proprietary and confidential.  It is
your  responsibility  not to reveal or divulge any such information unless is it
necessary  for  you  to do so in the  performance  of  your  duties.  Access  to
confidential  information  should  be on a  "need-to-know"  basis  and  must  be
authorized  by your  supervisor.  Any breach of this policy will  subject you to
disciplinary  action,  up to and  including  termination.  In addition,  GBA may
choose to take legal action to protect its interests.


ELECTRONIC COMMUNICATIONS
-------------------------

         You are  expected to act  responsibly  when  communicating  through the
electronic mail system.  It is understood that we may not be able to control the
types of material  sent to us through  e-mail by friends and  colleagues.  It is
nonetheless  expected  that  each  of us will  adhere  to the  highest  possible
standards   of  ethics  and  business   conduct   when  sending  and   receiving
communications through the electronic mail system.

         You are prohibited from using electronic  communication  systems and/or
equipment to engage in behavior that would violate Company policy, including but
not limited to, sending messages  containing racist material of any kind, sexual
material,  innuendoes or  inappropriate  jokes,  and  downloading or copying the
same.

The following are examples of prohibited activities:

1.       Viewing,  storing,  downloading  or forwarding  pornographic  images or
         other perceived obscene, racist, or harassing materials.

2.       Sending electronic mail that is obscene, racist, harassing,  violent or
         otherwise offensive.

3.       Downloading  or  forwarding  electronic  games  or other  software  not
         currently loaded on Windows.

4.       Loading software not approved by the Company's IS Department.

5.       Participating in non-work chat rooms.

6.       Solicitation or distribution of non-work related  information,  such as
         requests for signatures, charitable contributions, support of political
         or organizing activities, or requests for donations.

7.       Downloading or forwarding chain letters.

8.       Gambling or any other illegal activity.



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         All Company electronic  communication  systems and/or equipment are the
Company's  property to be used to  facilitate  the business of the  Company.  In
addition, all software that has been installed on Company computers and any data
collected,  downloaded  and/or  created on Company  computers  is the  exclusive
property  of the  Company  and may not be copied or  transmitted  to any outside
party or used for any  purpose  not  directly  related  to the  business  of the
Company. The Company reserves the right to intercept, copy, monitor, review, and
download any files or communications  you create or maintain on these systems to
insure compliance with this policy. Upon termination of employment,  you may not
remove any software or data from Company-owned computers.

         Inappropriate  or excessive  personal use of the  company's  electronic
communication  systems and/or equipment will subject you to disciplinary action,
which may include termination of employment.


PERSONAL APPEARANCE OF EMPLOYEES
--------------------------------

         Dress,  grooming,  and personal cleanliness standards contribute to the
morale of all  employees and affect the business  image  presented to investors,
customers,  and visitors.  You are expected to present a clean,  neat appearance
and to  dress in  accordance  with  accepted  business  standards.  GBA does not
observe "dress down Friday." As a general rule, those working in the office area
will be expected to wear business  office attire.  Lab coats or a designated GBA
shirt and khaki  trousers may be worn by office  personnel  whose duties require
working on the factory  floor for some part of the day. Shop  personnel  will be
issued a uniform consisting of a company shirt and pants.


CELL PHONE USE
--------------

         Groen  Brothers  Aviation is committed to promoting  highway  safety by
encouraging the safe use of cellular  telephones by its employees while they are
on company business. While GBA recognizes that there often is a business need to
use cellular phones, safety must be the first priority.

         If you need to make a phone  call  while  driving,  you  should  find a
proper parking space first.  Stopping on the side of the road is not acceptable.
The only  exception  is for  genuine  emergencies  such as an  accident or a car
breakdown. Employees with hands-free telephones may make brief phone calls while
driving,  but must park when road conditions are poor,  traffic is heavy, or the
conversation is involved. Do not take notes while driving.

         The  use  of  cellular  phones  is  not a  work  requirement  for  most
employees.  Unless GBA provides you with a telephone or approval in advance,  it
will not reimburse  you for the cost of using your  cellular  phone for business
calls.


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<PAGE>

PERSONAL PHONE CALLS
--------------------

         All  personal  phone  calls  should be kept to a  minimum.  You are not
allowed to make personal long distance calls on company telephones,  except with
the use of your own personal telephone credit card. This includes use of the fax
machine.


ALCOHOL AND DRUG USE
--------------------

         Groen  Brothers  Aviation  is  committed  to  maintaining  a  drug-free
workplace. You are expected to report to work in a physical and mental condition
fit to complete your assigned  work safely and  effectively.  The use of illegal
substances  or the misuse of  controlled  substances  is  inconsistent  with the
behavior  expected of our  employees.  You must report to work and perform  your
duties  unimpaired  by illegal  drugs,  alcohol,  or the  improper  use of legal
substances.

         Selling, buying, manufacturing,  distributing,  possessing or using any
illegal  substance on company premises or while  conducting  company business is
prohibited  and is  cause  for  immediate  termination  of your  employment.  In
addition,  illegal  substances  found on company  premises may be turned over to
outside legal authorities for further investigation.

         If there is reason to believe your job  performance  indicates  you are
under the influence of alcohol or drugs,  you may be requested to take a drug or
alcohol test in compliance with applicable law or regulation at Company expense.
Urine,  blood,  breath,  saliva,  or hair  may be  tested.  You will be given an
opportunity to provide any  information  during the testing process which may be
relevant to the test,  including  identification  of currently or recently  used
prescription or nonprescription drugs, or other pertinent medical information.

         If you refuse or fail to be tested as required  under this policy,  you
will be considered insubordinate and/or unqualified to work. As such, you may be
removed  from  service  immediately  and  subject to possible  termination.  Any
employee who fails to cooperate with, interferes with, or in any way attempts to
adulterate  the actual testing  process will be subject to discipline  including
possible termination.

         If you  fail to pass a drug or  alcohol  test,  you  will be  suspended
immediately  pending  further  investigation  and  final  determination  by  the
Company.  You will be expected to cooperate  fully in any  investigation  of the
relevant facts,  including  further  testing,  if deemed  necessary.  You may be
requested to explain,  in a confidential  setting, a positive test result.  Test
results are kept confidential,  except as permitted by law. Upon request, and in
accordance  with  applicable  law,  you may  obtain a  written  copy of the test
results.

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<PAGE>

         Drug and alcohol testing will occur after every  job-related  injury or
illness requiring  medical  assistance,  or any accident  involving more than an
estimated $250 damage.


SAFETY RULES
------------

         Groen  Brothers  Aviation is committed to providing  the best  possible
working conditions for all employees and considers accident  prevention to be of
primary importance.

         Establishment  and maintenance of a safe work environment is the shared
responsibility of the Company and employees from all levels of the Company.  GBA
will attempt to do  everything  within its control to assure a safe  environment
and compliance with federal, state, and local safety regulations.  Observance of
posted safety rules and use of safety devices as instructed by the Company are a
condition of employment.

         Report  any  unsafe   conditions  to  your  supervisor  or  management.
Supervisors  will instruct you about safe working  practices,  safety rules, and
enforcement of those rules.

         You are required to abide by the  guidelines  in the  Company's  Safety
Manual, which may include, but are not limited to, the following:

1.       Know and apply the Company's safety rules.

2.       Use all safeguards provided for your protection.

3.       Use only those tools and  equipment  which you are fully  qualified and
         authorized to use.

4.       Eye protection,  ear protection,  hard hat and appropriate footwear and
         clothing must be worn where specified.

5.       Never leave anything  about that can hurt you or others.  Keep walkways
         clear of  obstructions.  Respect  clearance  lines.  To be safe, a work
         place must be orderly and clean.

6.       If you see anyone doing anything unsafe, bring it to their attention or
         the attention of a supervisor or manager.

7.       Horseplay is dangerous and is not allowed.

8.       Do not strain to lift or push things that are too heavy.  Ask for help.
         Lift the correct way, with bent knees, body erect,  pushing upward with
         your legs.

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<PAGE>


SAFETY GLASSES
--------------

         Safety  glasses  are  required  to be worn in all  posted  areas of the
fabrication shop and hangars, and are provided at the entrances to these areas.

         If you regularly  work in areas that require safety  glasses,  GBA will
reimburse  you up to  $50  for  your  single  vision  or $60  for  your  bifocal
prescription   safety  glasses.   Your  supervisor's   prior  approval  of  your
reimbursement is required.  Side shields are required on all safety glasses. You
may receive this  reimbursement  for prescription  safety glasses once every two
years.   Reimbursement   will  be  made  upon  presentation  of  a  receipt  and
supervisor's approval for your safety glasses.


INJURIES ON THE JOB
-------------------

         Any accident, no matter how minor, is to be reported to your supervisor
immediately. Give full details so as to prevent future similar accidents. If you
become injured on the job and require  emergency medical care, go to the nearest
emergency center, doctor, or hospital. Non-emergency care is to be provided by a
designated  care  provider.  Failure to inform your  supervisor  could result in
delay or denial of benefits. All injured employees will be required to submit to
a drug/alcohol screen.



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