<PAGE>


                                                                    EXHIBIT 14.2
                                                                    ------------

                       ENVIRONMENTAL TECTONICS CORPORATION
                             COMPANY CODE OF CONDUCT

STATEMENT OF PRINCIPLES
ETC is committed to quality, innovation and above all integrity. Meeting this
commitment is only possible because each employee of ETC follows high standards
of ethical conduct and business practices. Individual integrity supported by a
dedicated corporate culture is the pledge that enforces the company's code of
conduct. All members of ETC - directors, officers, employees, subsidiaries and
affiliates - strive to protect the ethical regard of the company.


The Code of Conduct is the foundation for creating customer-focused quality. The
pursuit of quality is the driving force of our company. This pursuit leads to
profitability which sustains us.

At the heart of our success is a trust placed in us by our stakeholders -
customers, employees, suppliers, shareholders as well as the countries and
communities in which we live and work.

There shall never be question about ETC's trust or integrity. This means all ETC
people throughout the world shall commit to the following:

     o   Strict abeyance to the law
     o   Honesty in personal and business dealings
     o   Fairness and respect to all
     o   Concern about ETC's affects on others
     o   Proactive in taking initiative to address issues before they
         become problems
     o   Personal responsibility as an employee and citizen
     o   Exercise of good judgment in business dealings and
         operational decisions affecting the conduct of ETC

On rare occasions, these principles may mean loss of business. However, the
company's principles of integrity and trust are not available for compromise.
Violations of the Code of Conduct at any level are not tolerated and may result
in disciplinary action as well as civil or criminal process.

Management and supervisors are to be consulted at any time violations to the
code are observed or suspected. Employees may feel free to report their concerns
without fear of retribution. The company assures that such reports will be kept
in strictest confidence. Reports may be made in person or anonymously or in
writing, via email or telephone to the Human Resources Department or the
company's Legal Department.


SPECIFIC AREAS OF CONDUCT

CUSTOMER SATISFACTION
ETC is dedicated to meeting or exceeding the expectations of our customers
better than are any competitor. We provide our customers with products,
information and support yielding them a competitive advantage. Customer
satisfaction and repeat business is a measure of our success. At every
opportunity we take the steps to truly satisfy our customers.


ETC'S PRODUCTS
ETC's products are an extension of the company itself. In all aspects of design,
manufacture, sale and support the company provides the highest level of quality
and innovation. ETC is committed to safe products meeting or exceeding
performance, durability and reliability needs of our customers. As part of our
dedication to environmental stewardship, our products meet or surpass applicable
environmental standards.


<PAGE>

TERMS OF COMMERCIAL TRANSACTIONS
ETC competes commercially throughout the world within all regulatory and legal
requirements. At all times ETC employees practice the high standards of business
ethics; never permitting the reputation or legal standing of the company to be
jeopardized or questioned.

ETC'S COMPETITORS
ETC competes vigorously with companies who provide similar products and
services. The competition is based on fairness and marketplace integrity.
Employees do not disparage competitors or their products. Employees do not
fraternize with the competitors if such conduct may give the appearance of
collusion or unfair trading practices.

ETC respects confidential information about its competitors and does not solicit
or accept confidential or proprietary competitor data. Employees, who
inadvertently receive any confidential information or become aware of an offer
of such information, should immediately contact the Legal Department.

SUPPLIER SELECTION/CONFLICTS OF INTEREST
All of ETC's employees use non-discriminatory practices throughout the supplier
and vendor selection process. Every employee avoids any situation in which
personal or family interests may conflict with the interests of the company. Any
employee with a financial interest in an actual or potential supplier or
customer must disclose that interest to management.

RECEIPT AND GIVING OF GIFTS
In general, employees should neither accept nor offer gifts to customers or
suppliers unless the gifts are designated as part of a recognized business
event. Gifts exceeding US $50 in value may be given or accepted only with the
concurrence of an employee's supervisor. All gifts (except minor promotional
token items) not approved by the employee's supervisor must be turned in to the
Human Resources Department for further disposition.

ANTITRUST AND COMPETITION LAWS
Employees comply with the antitrust laws of the United States and similar laws
of other countries in which the company does business. These laws may cover
agreements among competitors, agreements with sales agents/representatives,
price discrimination, and other acts that may unfairly reduce competition.

GOVERNMENT CONTRACTS
Because ETC is a supplier to federal, state and local governments in the U.S.
and around the world, ETC employees are expected to comply with all laws and
regulations relating to government contracting and to cooperate fully with
authorized government representatives who require information in connection with
such contracts.

IMPORT/EXPORT CONTROLS, BOYCOTTS AND BRIBES
ETC transacts business on a global basis. Each ETC employee involved with the
sale or shipment of products across international borders is expected to know
and comply with applicable import/export control laws and regulations of the
U.S. Government. Questions in this regard, should be directed to ETC's Export
Administrator.

U.S. Anti-Boycott regulations prohibit any agreement by a U.S. company to comply
with certain boycott activities of foreign countries. In this connection, ETC
may be required to report boycott requests to relevant government authorities.

The U.S. Foreign Corrupt Practices Act (FCPA) prohibits the offering of bribes
to foreign customers or government agents for the purpose of obtaining business
or receiving special treatment. Any questions regarding boycott activities or
the FCPA should be directed to ETC's Contracts or Legal departments.

EQUAL EMPLOYMENT OPPORTUNITY/DIVERSITY
ETC is an equal opportunity employer. We make employment decisions without
regard to race, color, religion, sex, age, national origin, disability or any
other characteristic irrelevant to the job. The company's recruitment, hiring,
transfer, promotion and compensation policies are non-discriminatory. Quite
apart from legal requirements, diversity of backgrounds makes ETC stronger and
is essential to our operating as a world-class competitor.


<PAGE>

TREATMENT OF OTHERS IN WORK SITUATIONS
Each employee treats every other employee, customer, vendor or those dealt with
in the course of business with dignity and respect. Harassment of any type in
the workplace is not tolerated.

SAFE WORKING ENVIRONMENT
ETC is devoted to maintaining a workplace free from hazards which could cause
physical harm to anyone. Prevention of occupationally related injuries and
illnesses is the responsibility of every ETC employee. All employees are
expected to report unsafe or hazardous working conditions immediately to their
supervisors. No retaliatory action or other reprisal shall be taken as a result
of an employee's making a good faith report.

DRUG, ALCOHOL AND SMOKING POLICY
Possession, sale, use or being under the influence of illegal drugs (including
prescription drugs, except in strict adherence to the prescription) or alcohol
while on company property, or during work hours, is strictly prohibited.
Likewise, use of tobacco products within ETC facilities or property is
prohibited.

COMPANY TIME
Full-time, regular exempt employees may not hold full or part-time positions or
directorships outside the company without expressed permission from their
manager.

                          CONDUCT OF MEETING COMPLIANCE

SHAREHOLDER VALUE
ETC is committed to providing a sustainable long-term financial return to our
shareholders and to protecting and improving the value of their investment
through prudent application of corporate resources, and by observing high
standards of legal and ethical conduct in all company business dealings.

SECURITIES LAW COMPLIANCE
All employees are bound by the company's INSIDER TRADING POLICY.
(SEE ETC INSIDER TRADING POLICY)

ACCURACY OF FINANCIAL RECORDS/FINANCIAL REPRESENTATIONS
All employees are bound by the company's WHISTLE BLOWER POLICY.
(SEE ETC WHISTLE BLOWER POLICY)

RESPONSIBLE CITIZENSHIP
ETC is a responsible corporate citizen committed to improving the communities in
which we operate. ETC entities actively support initiatives designed to improve
the communities in which they reside.

ETC encourages employees to take part in community activities. In doing so,
employees act only on behalf of themselves and not as representatives of the
company unless authorized to do so by management.

                  CONDUCT REGARDING ETC FACILITIES AND PROPERTY

ENVIRONMENTAL COMPLIANCE
ETC manages its business in ways protective of the environment and conservation
of energy and natural resources. In addition to complying with applicable
environmental laws and regulations, ETC recognizes excellence in environmental
management as being among the highest corporate priority.


<PAGE>

COMPUTER EQUIPMENT/COPYRIGHTS
Company computer hardware, software and data may be used only by authorized
personnel and for only company business. Likewise, provisions and copyright
restrictions of others are respected and protected as company assets. Company
computer assets may be used on a limited basis in support of community service
work only with the approval of a supervisor.

OTHER COMPANY PROPERTY
Company property, equipment and facilities are not used for anything other than
company business without prior permission of the employee's supervisor.

CONFIDENTIAL AND PROPRIETARY INFORMATION
Consistent with the ETC Employee Agreement, which is executed at the time of
hiring, no employee discloses confidential or proprietary information to anyone
other than those within the Company who have a "need to know." Employees use
every effort to protect and safeguard such information. Similarly, ETC employees
respect confidentiality obligations stemming from their former employers.


         CONDUCT REGARDING POLITICAL CAMPAIGNS AND GOVERNMENT OFFICIALS

PERSONAL PARTICIPATION
Personal participation in political activities is separate from corporate
activities. The company's name, trademarks and other property, i.e., stationery,
business cards, etc., and work time are not to be used in connection with such
activities. Political campaigning on company property is prohibited.

PAYMENTS TO GOVERNMENT OFFICIALS
ETC employees do not offer, promise, authorize or arrange any payment or gift of
any kind to a political party or candidate, government or military employee or
agent, or their families anywhere in the world. Nominal gratuities may be
permissible in limited situations, but not without first consulting with
appropriate management personnel.