Code of Ethics
Members of the Board of Directors

1.

Purpose. The Board of Directors (the "Board", and each member of the Board, a "Director") of Flyi, Inc., (the "Company") have adopted the following Code of Ethics (the "Code") to apply to the Directors of the Company.  This Code is intended to focus the Board and each Director on areas of ethical risk, provide guidance to help them recognize and address ethical issues, provide mechanisms to report unethical conduct, foster a culture of honesty and accountability, promote the safety of Company employees and customers, deter wrongdoing and promote fair and accurate disclosure and financial reporting.

No code or policy can anticipate every situation that may arise.  Accordingly, this Code is intended to serve as a source of guiding principles for Directors.  Directors are encouraged to bring questions about particular circumstances that may involve the Code to the attention of the Chair of the Nominating and Corporate Governance Committee, who may consult with inside or outside legal counsel as appropriate.

Directors are also covered by, and expected to comply with, the Company's Insider Trading Policy.  Moreover, Directors who also serve as officers of the Company are expected to comply with the Company's Code of Business Ethics and Conduct.

2.

Introduction. Each Director is expected to adhere to a high standard of ethical conduct.  The reputation and good standing of the Company depend on how the Company's business is conducted and the public's perception of that conduct.  Unethical actions, or the appearance of unethical actions, are not acceptable.  Directors shall be guided by the following principles in carrying out their duties and responsibilities on behalf of the Company:

 

(i)

Loyalty. Directors should not be, or appear to be, subject to influences, interests or relationships that conflict with the best interests of the Company.

(ii)

Compliance with Applicable Laws. Directors are expected to comply with all laws, rules and regulations applicable to them and the Company's activities.

(iii)

Observance of Ethical Standards.  When carrying out duties and responsibilities on behalf of the Company, Directors must adhere to high ethical standards.

(iv)

Accountability. Directors are individually responsible for adherence to this Code and for reporting any violation of this Code by the other Directors.

3.

Integrity of Records and Financial Reporting. Reports and documents that the Company files with or submits to the Securities and Exchange Commission, and other public communications, should contain full, fair, accurate, timely and understandable disclosure.

4.

Conflicts of Interest. Directors must avoid any conflicts of interest between themselves and the Company.  Any situation that involves, or may involve, a conflict of interest with the Company, should be disclosed promptly to the Chair of the Nominating and Corporate Governance Committee.  In addition, because conflicts of interest are not always obvious, Directors are encouraged to bring questions about particular situations to the attention of the Chair of the Nominating and Corporate Governance Committee.

A "conflict of interest" can occur when an individual's personal interest is adverse to or may appear to be adverse to the interests of the Company as a whole.  Conflicts of interest also arise when an individual, or a member of their immediate family, receives improper personal benefits as a result of his or her position with the Company.  Nasdaq Rule 4200(a)(14) defines "immediate family" to include includes a person's spouse, parents, children, siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, and anyone who resides in such person's home.

This Code does not attempt to describe all possible conflicts of interest that could develop.  However, some of the more common conflicts that Directors must avoid are set forth below:

(i)

Family members.  Directors may encounter a conflict of interest when doing business with or competing with organizations in which they have an ownership interest or their immediate family member has an ownership or employment interest.  Directors must not conduct business on behalf of the Company with immediate family members or an organization with which their immediate family member is associated, unless such business relationship has been disclosed and authorized by the Chair of the Nominating and Corporate Governance Committee.

(ii)

Improper conduct and activities.  Directors may not engage in any conduct or activities that are inconsistent with the Company's best interests or that disrupt or impair the Company's relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.

(iii)

Compensation from non-Company sources. Directors may not accept compensation in any form for services performed for or on behalf of the Company from any source other than the Company.

(iv)

Gifts. Directors and members of their immediate family may not accept gifts from persons or entities arising out of their service on the Board where any such gift has a value beyond what is normal and customary courtesy in the Company's business or where acceptance of such gifts could create the appearance of a conflict of interest.

(v)

Personal use of Company assets. Directors may not use Company assets, labor or information for personal use, other than incidental personal use, except for flight benefits provided under Company policies or unless approved by the Chair of the Nominating and Corporate Governance Committee or as part of a compensation or expense reimbursement program.

5.

Corporate Opportunities. Directors are prohibited from: (a) taking for themselves personally opportunities related to the Company's business; (b) using the Company's property, information, or position for personal gain; or (c) competing with the Company for business opportunities, provided, however, that if the Company's disinterested directors determine that the Company will not pursue an opportunity that relates to the Company's business, after disclosure of all material facts by the Director seeking to pursue the opportunity, the Director may do so.

6.

Confidentiality. Directors should maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company, its business, customers or suppliers, that comes to them, from whatever source, in their capacity as a Director of the Company, except when disclosure is authorized or legally mandated.  For purposes of this Code, "confidential information" includes all non-public information relating to the Company, its business, customers or suppliers.

7.

Compliance with Laws, Rules and Regulations. Directors shall carry out their responsibilities on behalf of the Company in accordance with all laws, rules and regulations applicable to them and the Company, including insider trading laws.  Transactions in Company securities are governed by the Company's Insider Trading Policy.

8.

Safety. Directors shall carry out their responsibilities on behalf of the Company in a manner that recognizes the importance of maintaining the safety of Company employees and customers.  In assessing policy, financial and operational issues, Directors should give due consideration to the implications of safety matters. 

9.

Encourage the Reporting of Illegal or Unethical Behavior. Directors should promote ethical behavior and foster an environment in which the Company:

(i)

Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation;

(ii)

Encourages employees to report violations of laws, rules and regulations to appropriate personnel; and

(iii)

Informs employees that the Company will not allow retaliation for reports made in good faith.

10.

Compliance Procedures and Waivers. Directors should promptly communicate any suspected violations of this Code to the Chair of the Nominating and Corporate Governance Committee.  Possible violations will be investigated by the Board or by a person or persons designated by the Board, and appropriate action will be taken in the event of any violations of the Code.

Any waivers of this Code may only be granted by the Board after disclosure of all material facts by the Director seeking the waiver.  Waivers will only be granted in exigent circumstances and will be disclosed promptly to shareholders.


Adopted February 25, 2004