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Exhibit 14.2 Policies and Procedures
    
    Save The World Air, Inc.
 CODE OF ETHICS FOR DIRECTORS AND
SENIOR EXECUTIVE OFFICERS Purpose The purpose of this Code of Ethics is to promote the honest and ethical conduct of the Senior
Executives (as defined below) of Save the World Air, Inc. (STWA), including the ethical handling
of actual or apparent conflicts of interest between personal and professional relationships; full,
fair, accurate, timely and understandable disclosure in periodic reports filed by STWA and
compliance with all applicable rules and regulations applicable to STWA and its officers. Applicability This Code of Ethics is presently applicable to all STWAs Directors, its Chairman/Chief
Executive Officer, President and Chief Operating Officer (and persons appointed to senior
executive positions at later dates), together, Senior Executives. While we expect honest and ethical conduct in all aspects of our business from all of our
employees, we expect the highest possible honest and ethical conduct from our Senior Executives.
As a Senior Executive, you are an example for other employees and we expect you, through your
leadership role, to foster a culture of transparency, integrity and honesty. Your responsibilities
include maintaining a culture of high ethical standards and commitment to compliance and a work
environment that encourages employees to raise concerns, and promptly addresses employee compliance
concerns. STWAs Code of Business Conduct, which this Code of Ethics for Senior Executive, sets forth
the fundamental principles and key policies and procedures that govern the conduct of all STWA
employees, officers and directors. You are bound by the requirements and standards set forth in
the Code of Business Conduct, as well as those set forth in this Code of Ethics and other
applicable policies and procedures. In the event of any conflict between the Code of Business
Conduct and this Code of Ethics, this Code of Ethics shall govern your behavior or any required
approvals or waivers. Compliance with this Code of Ethics is a condition of your employment or
directorship and any violations of this Code may result in disciplinary action, up to and including
termination of your employment. Waivers of this Code of Ethics may be made only by the Board of Directors of STWA or a
committee of the Board of Directors comprised solely of independent directors. Any waivers of this
Code of Ethics will be disclosed in accordance with applicable law, regulation or the requirements
of any listing criteria of an exchange upon which STWAs stock may be traded. 1




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Policies and Procedures
    
    Save The World Air, Inc.
 Compliance With Laws, Rules And Regulations You are expected to comply with both the letter and spirit of all applicable laws, rules and
regulations governing the conduct of our business and to report any suspected violations of all
applicable laws, rules and regulations to either the Chair of the Audit Committee or the Chair of
the Corporate Governance Committee. You will not be subject to retaliation because of a good faith
report of a suspected violation of this Code of Ethics. Fraud, Theft, Bribery And Similar Conduct Any act that involves theft, fraud, embezzlement, or misappropriation of any property,
including that of STWA or any of its employees, suppliers or customers, is prohibited. Offering or
accepting kickbacks or bribes are forbidden. Auditors Fraudulently influencing, misleading, coercing or manipulating the auditor of STWAs financial
statements for the purpose of rendering those financial statements materially misleading is
prohibited. Revenue Recognition Senior Executives must ensure that all revenue transactions are completed, to the best of the
Senior Executives knowledge, in accordance with STWAs revenue recognition policies. All commitments or representations made to customers or distributors or potential customers or
distributors must be included in the final contract with the customer or distributor or related
documentation submitted with customer or distributor orders. Employees must not make any
commitments to the customer or distributor, orally or in writing, which have not been documented in
the agreement or submitted to the STWA finance and/or contract departments. STWA prohibits
side-letters or kickbacks with customers or distributors or potential customers or distributors. Accurate Periodic Reporting and Disclosure As a public company, STWA is required to file periodic and other reports with the Securities
and Exchange Commission (SEC). STWAs policy is to make full, fair, accurate, timely and
understandable disclosure in compliance with all applicable laws and regulations in all reports and
documents that STWA files with, or submits to, the SEC and in all other public communications made
by STWA. As a Senior Executive, you are required to promote compliance with this policy and to
abide by all STWA standards, policies and procedures designed to promote compliance with this
policy. 2




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Policies and Procedures
    
    Save The World Air, Inc.
 Accurate Record Keeping Every Senior Executive must maintain accurate and complete records, including providing
accurate and complete information to the accounting and the finance departments. No false,
misleading or artificial entries may be made on, or be provided for entry on, STWAs books and
records. No funds or assets may be maintained by STWA for any illegal or improper purposes. All
transactions must be fully and completely documented and recorded in STWAs accounting records. It
is against STWA policy to make entries that intentionally conceal or disguise the true nature of
any transaction. Conflicts of Interest It is STWAs policy that you should avoid transactions, commitments, and other activities
which are not in STWAs best interests or which could involve an actual conflict, or the appearance
of a conflict, between your interests and those of STWA. It is not possible to define all situations that could involve a conflict of interest; in most
instances, however, sound business judgment should be sufficient to evaluate a situation. A conflict of interest exists when your loyalties are divided between STWAs interests and
your own interests, those of your family, or those of a customer, supplier or competitor. You are
expected to avoid both the fact and appearance of conflicts of interest. The prohibition against acting in a dual capacity in transacting STWA business, and from
acquiring interests adverse to STWA, is applicable irrespective of your intentions and without
regard to whether the action caused, or has the potential to cause, injury to STWA. The following is presented as a guide in determining circumstances that might create conflicts
of interest; they are not intended, however, to cover all possible situations.  
    Representing STWA in any transaction if your personal interests might
affect your ability to represent STWAs interests fairly and impartially. You
must not knowingly or voluntarily permit yourself to be placed in a position where
your interests may become adverse to STWAs interests. You must not allow
personal relationships with current or prospective customers or suppliers to
influence business decisions.  
    Investment by you or a member of your immediate family in a customer,
supplier, or competitor (or any company/partnership affiliated with a customer,
supplier, or competitor) of STWA is prohibited if you have or would have the
opportunity to influence business transactions between STWA and the customer,
supplier, or competitor. Passive investments in 3




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Policies and Procedures
    
    Save The World Air, Inc.
  publicly traded companies shall not be a violation if you or a member of your
immediate family owns less than 1% of such companys outstanding stock.
    You must not take for yourself nor direct to others any existing
business or any opportunities for prospective business that could be considered by
STWA.
    It is a conflict of interest to serve as a director of any company
that competes with STWA. You may not serve as a director of a private company
that is a supplier, customer, developer, or other business partner without first
obtaining the approval of the Chair of the Corporate Governance Committee. You
also may not become a director of any public company, without first obtaining the
approval of the Chair of the Corporate Governance Committee.
    You must not speculate or deal in materials, supplies, equipment or
products that STWA buys or sells, or in property rights in which STWA may be
interested.
    Solicitation or acceptance by you or a member of your immediate family
of any personal loan or guarantee from a customer, supplier or competitor. Before acting in a manner that creates or appears to create a conflict of interest, you must
make full disclosure to and obtain written approval of either the Chair of the Audit Committee or
the Chair of the Corporate Governance Committee. Compliance with the Code; Reporting of Violations If you have questions about this Code of Ethics for Senior Executive and Financial Officers,
you should seek guidance from STWAs legal counsel. If you know of or suspect a violation of
applicable laws or regulations or this Code of Ethics for Senior Executive and Financial Officers,
you must immediately report that information to either the Chair of the Audit Committee or to the
Chair of the Board of Directors. No one will be subject to retaliation because of a good faith
report of a suspected violation. No Rights Created This Code of Ethics is a statement of certain fundamental principles, policies and procedures
that govern STWAs Senior Executives in the conduct of STWAs business. It is not intended to and
does not create any rights in any employee, customer, supplier, competitor, stockholder or any
other person or entity. 4




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Policies and Procedures
    
    Save The World Air, Inc.
 ACKNOWLEDGMENT I have received and read the Code of Ethics for Senior Executive and Financial Officers, and I
understand its contents. I agree to comply fully with the standards contained in the Code of
Ethics and STWAs related policies and procedures. I understand that I have an obligation to
promptly report to either the Chair of the Audit Committee or the Chair of the Corporate Governance
Committee any suspected violation of the Code of Ethics for Senior Executive and Financial
Officers. SignatureDate
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