UNDERWRITER'S UNIT WARRANT AGREEMENT

UNDERWRITER'S UNIT WARRANT AGREEMENT dated as of February __, 2004, between Flight Safety Technologies, Inc., a Nevada corporation (the "Company"), and The Shemano Group, Inc. (hereinafter referred to as the "Underwriter").

W I T N E S S E T H:

WHEREAS, pursuant to the terms of an Underwriting Agreement dated as of January _____, 30, 2004 (the "Underwriting Agreement") between the Underwriter and the Company, the Underwriter has agreed to purchase, in a public offering under the Securities Act of 1933, as amended (the "Act"), on a firm commitment basis (the "Offering"), One Million Three Hundred Fifty Thousand (1,350,00) units (the "Offered Units") at a public offering price of $6.00 per Offered Unit, each Offered Unit consisting of two (2) shares of the Company's common stock, par value $.001 per share (the "Common Shares") (each Common Share constituting part of an Offered Unit referred to as an "Offered Share"), and one (1) Common Share purchase warrant to purchase one (1) Common Share ("Offered Warrant"), with an option to purchase up to an additional Two Hundred Two Thousand Five Hundred (202,500) Offered Units for the purpose of covering over-allotments; and

WHEREAS, as additional consideration to the Underwriter for its services pursuant to the Underwriting Agreement, the Company has agreed to issue to the Underwriter a warrant ("Underwriter's Unit Warrant") to purchase up to an aggregate of 135,000 units (the "Underwriter's Units") with an exercise price equal to $7.20, each Underwriter's Unit consisting of two (2) Common Shares ("Underwriter's Shares") and one (1) warrant to purchase one Common Share ("Underwriter's Warrant"), having the same terms as the Offered Warrants, except that the exercise price of each Underwriter's Warrant shall be 180% of the price allocated to one Offered Share; and

NOW, THEREFORE, in consideration of the foregoing premises, the payment by the Underwriter to the Company of an aggregate of One Hundred Dollars and No Cents ($100.00), the agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.     Grant. The Underwriter, and/or its designees who are officers or partners (not directors) of the Underwriter or members of the selling group (the "Underwriter's Designees"), in connection with the Offering, are hereby granted the right to purchase, at any time from January 29, 2005 until 5:00 P.M., Eastern time, on January 29, 2009 (the "Warrant Exercise Term"), up to an aggregate of 135,000 Underwriter's Units at the initial exercise price (subject to adjustment

as provided in Section 8 hereof) of $7.20 per Underwriter's Unit (the "Unit Exercise Price"). Notwithstanding the foregoing, the Warrants shall become immediately exercisable upon a Change in Control (as defined in Section 12(d) herein) of the Company. The Underwriter's Shares issuable upon exercise of the Underwriter's Warrants are in all respects identical to the Common Shares being purchased by the Underwriter for resale to the public pursuant to the terms and provisions of the Underwriting Agreement.

     2.     Underwriter's Unit Warrant Certificates. The Underwriter's warrant certificates (the "Underwriter's Unit Warrant Certificates") delivered and to be delivered pursuant to this Agreement shall be in the form set forth in Exhibit A, attached hereto and made a part hereof, with such appropriate insertions, omissions, substitutions, and other variations as required or permitted by this Agreement.

     3.     Exercise of Underwriter's Unit Warrants. The Underwriter's Unit Warrants initially are exercisable at an initial exercise price per Underwriter's Unit as set forth in Section 6 hereof, payable by electronic wire transfer, subject to adjustment as provided in Section 8 hereof, provided such Underwriter's Warrants shall be exercised in minimum amounts equal to the lesser of 2,500 Units or the amount of Units owned by the Holder. Upon surrender at the Company's principal offices (presently located at 28 Cottrell Street, Mystic, CT 06355), of an Underwriter's Unit Warrant and a completed and executed form of Election to Purchase (in the form of Exhibit B attached hereto), together with payment of the purchase price for the number of Underwriter's Units purchased, the registered holder of an Underwriter's Unit Warrant ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the Underwriter's Units so purchased. The Underwriter's Shares and the Underwriter's Warrants comprising the Underwriter's Units shall consist of the same Offered Shares and Offered Warrants as being sold to the public in the Offering, and shall contain the same terms and conditions and rights, and the Underwriter's Warrant obtained upon exercise of the Underwriter's Unit Warrant shall have an exercise price of $5.40 per Underwriter's Warrant (the "Warrant Exercise Price"). The purchase rights represented by each Underwriter's Unit Warrant are exercisable at the option of the Holder thereof, in whole or in part, provided such Underwriter's Warrants shall be exercised subject to the minimum requirements set forth in this Section 3. In the case of the purchase of less than all the Underwriter's Units purchasable under any Underwriter's Unit Warrant, the Company shall cancel the Underwriter's Unit Warrant upon the surrender thereof and shall execute and deliver a new Underwriter's Unit Warrant of like tenor for the balance of the Underwriter's Units purchasable thereunder. The Unit Exercise Price and the Warrant Exercise Price are hereinafter sometimes collectively referred to as the "Exercise Price". Upon separation of the Units, the minimum amounts to be exercised shall be equal to the lesser of (i) 5,000 Common Shares or 2,500 Underwriter's Warrants or (ii) the amount of Common Shares or Underwriter's Warrants, as the case may be, owned by the Holder. All numbers in this Section 3 shall be subject to adjustment in accordance with Section 8.

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