EXHIBIT 14.1






                           AMERICAN VANTAGE COMPANIES

                       CODE OF BUSINESS CONDUCT AND ETHICS

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A.       INTRODUCTION

         The highest  standards of ethical  business conduct and full compliance
         with all  applicable  laws are  required  of the  Company's  directors,
         officers  and  employees  in  the   performance   of  their   corporate
         responsibilities.  This  Code of  Business  Conduct  and  Ethics  (this
         "Code")  governs the work  behavior and business  relationships  of the
         directors,  officers and employees of American  Vantage  Companies (the
         "Company" or "AVCS") to ensure  compliance with legal  requirements and
         the Company's  standards of business conduct.  Directors,  officers and
         employees are expected to read and understand  this Code,  uphold these
         standards in the  day-to-day  activities of the Company and comply with
         all applicable policies, procedures and law.

         In order to preserve  and  perpetuate  the  reputation  and  successful
         business  operation of the Company,  there should be careful observance
         of all applicable laws and  regulations,  as well as scrupulous  regard
         for high standards of conduct and personal  integrity.  While it is not
         possible to describe  every  illegal or improper act or  practice,  the
         Company  deems the  following  standards  of conduct in this Code to be
         particularly important.

         The Company's principal executive officer, principal financial officer,
         principal  accounting  officer or  controller,  or  persons  performing
         similar functions must sign the  acknowledgement  form attached to this
         Code indicating he or she has received, read, understands and agrees to
         comply with this Code and return such form to the AVCS Chief Accounting
         Officer.



II.      GENERAL STANDARDS OF CONDUCT

         The Company  expects all directors,  officers and employees to exercise
         good  judgment to ensure the safety and welfare of all at the  Company,
         and to maintain a  cooperative,  efficient,  positive,  harmonious  and
         productive work environment. These standards apply while working at the
         Company's  premises,  offsite locations where the Company's business is
         being conducted,  at  company-sponsored  business and social events, or
         any other  place  where  such  individual  is a  representative  of the
         Company. Directors,  officers and employees who engage in misconduct or
         whose  performance  is  unsatisfactory  may be  subject  to  corrective
         action, including termination.



III.     RESPONSIBILITIES

         A.       RESPONSIBILITIES   OF   EMPLOYEES   AND  OTHERS.   It  is  the
                  responsibility  of  each  employee  to  ask  questions,   seek
                  guidance and express concerns  regarding  compliance with this
                  Code and the  related  procedures.  Every  employee  should be
                  aware  and abide by the laws,  regulations  and the  Company's
                  policies  governing  its business  activities,  regardless  of
                  their job or geographic location.  No employee will be subject
                  to  retaliation  by the Company for  reporting in good faith a
                  violation of this Code.

                  Individuals  or companies  engaged to consult for or otherwise
                  represent the Company or provide  services to the Company must
                  act on the Company's  behalf in a manner  consistent with this
                  Code and shall be required to comply with these  practices  in
                  their  contract with the Company in the same manner as applies
                  to employees of the Company.

         B.       BOARD  AND  MANAGEMENT  RESPONSIBILITIES.  Management  at  all
                  levels of the Company are responsible  for ensuring  adherence
                  to this  Code.  The Board of  Directors  of the  Company  (the
                  "Board") has a general  oversight  function.  Any  significant
                  deviation from the standards of conduct in this Code,  whether
                  actual or  apparent,  will be  reported by  management  to the
                  Board along with actual or proposed remedial actions.

                  Management is responsible  for providing  guidance and issuing
                  procedures to assist employees in complying with the Company's
                  ethical business conduct,  including informing employees about

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                  the  Company's   policies  and  ensuring  they  are  followed,
                  assisting   employees   to   resolve    questions/issues   and
                  maintaining a work environment where  constructive,  frank and
                  open discussion is encouraged, without fear of retaliation.


IV.      BUSINESS PRACTICIES

         A.       GIFTS AND ENTERTAINMENT.  Business gifts and entertainment are
                  customary courtesies designed to build goodwill among business
                  partners.  These  courtesies  include such things as meals and
                  beverages,  tickets to sporting or cultural events,  discounts
                  not available to the general public, travel, accommodation and
                  other merchandise and services. However, offering or receiving
                  any gift, gratuity or entertainment that might be perceived to
                  unfairly influence a business  relationship should be avoided.
                  In  addition,  the value of gifts given or received  should be
                  nominal,  both with respect to frequency  and amount.  Nominal
                  gifts or entertainment  may be given at the Company's  expense
                  or  accepted  on  behalf  of the  Company  if:  (i)  they  are
                  consistent with accepted business practice;  (ii) they cannot,
                  in the surrounding circumstances, be reasonably construed as a
                  bribe,  payoff or kickback;  and (iii) the offer or receipt of
                  such gifts does not violate any law, government  regulation or
                  generally accepted ethical standards.  Written approval by the
                  AVCS  President or the AVCS Chief  Accounting  Officer must be
                  obtained prior to making any gifts or entertainment.  Under no
                  circumstances may gifts of cash or cash equivalents be made or
                  received,  with the  exception of a gift  certificate  if such
                  certificate meets the above criteria.

         B.       BRIBES  AND  KICKBACKS.  No effort  may be made,  directly  or
                  indirectly,  to influence  improperly any customer,  vendor or
                  supplier  of the  Company.  The  payment of  bribes,  payoffs,
                  kickbacks  or other  benefits  that may  improperly  influence
                  business  relationships between the Company and its customers,
                  vendors or  suppliers is  prohibited.  Such conduct is illegal
                  and may violate state and federal criminal laws.

         C.       POLITICAL  CONTRIBUTIONS.  No corporate funds,  merchandise or
                  service may be paid or furnished, directly or indirectly, to a
                  political  party,  committee,  organization  or to a political
                  candidate or incumbent,  except if legally  permissible and if
                  approved  in  advance  in  writing  by  the  President  of the
                  Company. This policy does not apply to or restrict the ability
                  of  any  director,  officer  or  employee  of the  Company  to
                  participate  voluntarily in political  activities on their own
                  personal time or to make personal contributions.  However, the
                  Company is prohibited from  reimbursing any director,  officer
                  or  employee  for  political   contributions  made  from  such
                  individual's personal funds.

         D.       PAYMENTS TO GOVERNMENT OFFICIALS OR EMPLOYEES. Corporate funds
                  or gifts may not be furnished,  directly or  indirectly,  to a
                  government official, government employee or politician for the
                  purpose of obtaining or maintaining  business on behalf of the
                  Company.  Such  conduct is illegal and may  violate  state and
                  federal criminal laws. Assistance or entertainment provided to
                  any  government  office  should  never,  in form or substance,
                  compromise the Company's arm length business relationship with
                  the government agency or official involved.

         E.       ACCOUNTING PROCEDURES AND DOCUMENTATION. All transactions must
                  be  accurately  recorded in a timely  manner on the  Company's
                  books and records. The recording and reporting of transactions
                  and  financial  balances must comply with  generally  accepted
                  accounting  principles.  No undisclosed  unrecorded  accounts,
                  corporate  funds or assets will be  established or maintained.
                  No entry may  intentionally  distort,  mislead or disguise the
                  true  nature of any  transaction.  Corporate  funds may not be
                  paid with the  intent or  understanding  that any part of such
                  payment is to be used for a purpose other than that  described
                  by the documents supporting such payment. All payments made on
                  the Company's behalf must have supporting  documentation.  All
                  expense reporting must be documented in an accurate manner and
                  include all required signature approvals.

         F.       MARKETING. Proper marketing practices should emphasize quality
                  products  at  competitive   prices.   The  use  of  misleading
                  information,  omission of important fact or false claims about
                  the Company's products are not acceptable.

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         G.       COMPETITION AND FAIR DEALING.  The Company seeks to outperform
                  its  competition  fairly  and  honestly.   The  Company  seeks
                  competitive  advantages  through superior  performance,  never
                  through  unethical  or illegal  business  practices.  Stealing
                  proprietary  information,  possessing trade secret information
                  that was  obtained  without the owner's  consent,  or inducing
                  such  disclosures  by  past  or  present  employees  of  other
                  companies is prohibited.  Each director,  officer and employee
                  of the  Company  should  endeavor to respect the rights of and
                  deal fairly with the Company's customers,  vendors, suppliers,
                  competitors  and with each  other.  No  director,  officer  or
                  employee of the Company should take unfair advantage of anyone
                  through   manipulation,   concealment,   abuse  of  privileged
                  information, misrepresentation of material facts, or any other
                  intentional  unfair-dealing practice. The Company's directors,
                  officers and  employees  should not falsely  disparage or make
                  unfair  negative  comments  about  its  competitors  or  their
                  products and services.  Negative public statements  concerning
                  the conduct or performance of any former director,  officer or
                  employee of the Company should also be avoided.

         H.       PRIVACY OF PERSONAL INFORMATION.  The Company will acquire and
                  retain only  personal  information  that is  required  for the
                  effective  operation of the business of the Company or that is
                  required  by law in the  jurisdictions  in which  the  Company
                  operates.  Access  to  such  information  will  be  restricted
                  internally to those with a legitimate  need to know.  Employee
                  communications  transmitted  by the Company's  systems are not
                  considered private.

         I.       COMPLIANCE WITH LAWS AND REGULATIONS. All directors,  officers
                  and  employees of the Company must comply with all  applicable
                  laws, regulations and rules worldwide. Each director,  officer
                  and  employee  must  acquire  appropriate   knowledge  of  the
                  requirements  relating  to  his or her  duties  sufficient  to
                  enable him or her to recognize  potential  dangers and to know
                  when to seek advice on specific  polices and procedures of the
                  Company. No director,  officer or employee may take any action
                  on behalf of the Company that violates the letter or spirit of
                  any law or  regulation.  Violations of laws,  regulations  and
                  rules  may  subject  the  director,  officer  or  employee  to
                  individual   criminal  or  civil   liability  as  well  as  to
                  discipline by the Company. Such individual violations may also
                  subject the Company to civil or criminal liability or the loss
                  of business.

         J.       PUBLIC  REPORTING.  The policy of the Company  requires  full,
                  fair and accurate, timely and understandable disclosure in the
                  periodic  reports required to be filed by the Company with the
                  Securities   and  Exchange   Commission.   All  employees  are
                  encouraged to bring to the attention of the appropriate senior
                  executive  officers or the Board or audit  committee  members,
                  complaints,   questions  or  concerns  regarding   accounting,
                  internal   accounting   controls  and   auditing   matters  in
                  accordance  with  the  procedures  established  by  the  audit
                  committee of the Board of Directors of the Company.


V.         PREVENTING CONFLICT OF INTEREST

A.       REPORTING  POTENTIAL  CONFLICT OF  INTEREST.  Directors,  officers  and
         employees of the Company have a  responsibility  to the Company and its
         stockholders  to act in the best  interest  of the Company and to avoid
         situations  that  present a  potential  or actual  conflict of interest
         between their interest and the interests of the Company. A `conflict of
         interest'  exists where the private  interest or benefits of one person
         or entity  conflict  with the  interest  or  benefits  of the  Company.
         Actions that might involve a conflict of interest or the  appearance of
         one should be  disclosed  in writing to  management  of the Company for
         review by the Board.

B.       PERSONAL,  FINANCIAL  OR  BUSINESS  INTEREST.  Directors,  officers  or
         employees  may not use their  position  with the  Company  to derive or
         secure any personal,  financial or other benefit for themselves,  their
         relative or associates. Also, directors,  officers or employees may not
         use their  position  with the Company to do  business  with a friend or
         relative or with a company in which such director,  officer or employee
         of the Company,  friend or relative has an interest. In such event, the
         director,  officer or employee must disclose any potential  conflict of
         interest  and  withdraw  from  participation  in the  selection of that
         business relationship.

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C.       ACTING  AGAINST  THE  COMPANY'S  INTERESTS.   Directors,  officers  and
         employees owe a duty to the Company to advance the Company's legitimate
         business  interests when the opportunity to do so arises.  No director,
         officer or employee may divert a business or financial  opportunity  to
         his or her own  benefit.  This  situation  can occur  when a  director,
         officer  or  employee  becomes  aware of an  opportunity  to acquire or
         profit from a business  opportunity or investment  that the Company may
         have an interest in pursuing. In such situation, the director,  officer
         or employee  should  disclose the  relevant  facts to the Board and the
         President. If the Company is not interested in pursuing the opportunity
         and no objection is  expressed,  the person may then take  advantage of
         the opportunity.  In no event may a director,  officer or employee deal
         for his or her own account in products  sold or services  performed  by
         the  Company.  In  addition,  directors,  officers  and  employees  are
         prohibited from using corporate  property,  information or position for
         personal gain or competing with the Company.

D.       OUTSIDE  EMPLOYMENT.  No officer or employee  may engage in  employment
         outside the Company if such employment:  (i) could constitute an actual
         or potential conflict of interest, or (ii) interfere with the officer's
         or  employee's  assigned  duties  with the  Company.  Examples  of such
         interference  include  outside  employment that requires the use of the
         Company's  time or  facilities  or impairs the  officer's or employee's
         ability to give full  attention to his or her position with the Company
         during scheduled working hours.

E.       OUTSIDE DIRECTORSHIP AND INVESTMENTS.  A director,  officer or employee
         serving as a director  of, or having a business or  financial  interest
         in, a company having  current or prospective  dealings with the Company
         (such as a  competitor,  customer,  vendor,  landlord  or tenant)  must
         immediately  disclose that fact in writing to the  Company's  President
         that it may be determined  whether the situation presents a conflict of
         interest.  The business or financial interests of family members living
         with a  director,  officer or  employee  of the  Company  also shall be
         considered to be the financial  interests of that director,  officer or
         employee. Any subsequent approval to continue or engage in such outside
         directorship  or investment  must be made in writing.  The Company will
         presume that  ownership of not more than one percent (1%) of a publicly
         traded company's securities (other than the Company) does not involve a
         conflict of interest and need not be disclosed.

F.       GOVERNMENT  SERVICE.  Although  individual  participation  in political
         activities  or  service  in  government  positions  outside  of  normal
         business hours is encouraged,  such activities or service may present a
         conflict of interest. Any officer or employee wishing to be a candidate
         for public office,  whether  elective or  appointive,  must request the
         prior written approval of the Company's President. A director,  officer
         or employee holding a government office should abstain from any vote or
         decision that involves the Company's interest.

G.       LOANS.  Loans to or guarantees of  obligations  of loans by the Company
         are not permitted to any director or executive officer of the Company.


VI.        WORK ENVIRONMENT

A.       EQUAL  OPPORTUNITY.  The Company's  focus in personnel  decisions is on
         merit and  contribution to the Company's  success.  The Company affords
         equal employment opportunity to all qualified persons without regard to
         any  impermissible  criterion  or  circumstance.  The Company  does not
         tolerate or condone any type of discrimination.

         Employees are treated  without regard to race,  color,  religion,  sex,
         marital or veteran status,  age,  national origin,  ancestry,  physical
         disability, mental disability, medical condition, sexual orientation or
         any other characteristics protected by law. Any employee who feels that
         he or she has  been  subject  to  discrimination  on the  basis  of any
         legally protected status or who has been subject to any behavior should
         discuss the matter with their supervisors or an officer of the Company.
         All  such  matters  will  be  promptly   investigated  and  handled  as
         confidentially  as possible.  Employees are  encouraged to bring to the
         attention of the Company any conduct by superiors, co-workers, clients,

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         suppliers or any person or persons  associated with the Company that is
         discriminatory or disrespectful of their dignity.

B.       HARASSMENT.  The Company prohibits  discrimination or harassment on the
         basis of sex,  race,  religion,  color,  national  origin or  ancestry,
         disability,  medical condition,  marital or veteran status, age, sexual
         orientation or any other basis  protected by law.  Harassment  includes
         unwelcome  conduct of a verbal or physical nature when such conduct (i)
         has the  purpose  or effect of  creating  an  intimidating,  hostile or
         offensive  working  environment as defined by law; (ii) has the purpose
         or  effect  of  unreasonably  interfering  with  an  individual's  work
         performance;  or (iii)  adversely  affects an  individual's  employment
         opportunities.

         The Company will not tolerate  sexual  harassment  of its  employees or
         applicants for employment in any form. Sexual harassment includes,  but
         is not  limited  to, (i)  unwelcome  sexual  flirtations,  advances  or
         propositions;  (ii)  visual  conduct  such as  leering,  making  sexual
         gestures or displaying sexually suggestive objects, pictures,  cartoons
         or posters; (iii) verbal abuse of a sexual nature; (iv) subtle pressure
         or  requests  for sexual  activities;  (v)  unnecessary  touching of an
         individual;  (vi) graphic  verbal  commentaries  about an  individual's
         body;  (vii) sexually  degrading  words used to describe an individual;
         (viii) a workplace display of sexually  suggestive objects or pictures;
         (ix) sexually explicit or offensive jokes; or (x) physical assault.  No
         director,  officer or  employee  shall  threaten or  insinuate,  either
         explicitly or implicitly,  that an employee's or applicant's refusal to
         submit  to  sexual   advances  will  adversely   affect  that  person's
         employment,   work-status  evaluation,  wages,  advancement,   assigned
         duties,  shifts,  or  any  other  condition  of  employment  or  career
         development. Similarly, no director, officer or employee shall promise,
         imply,  or grant any  preferential  treatment  in  connection  with any
         employee or applicant engaging in sexual conduct.

         Any employee who feels that he or she is a victim of  harassment by any
         supervisor,  management official, other employee,  customer, vendor, or
         any other person in connection with his or her employment  should bring
         the matter to the  immediate  attention of an executive  officer of the
         Company.  The Company will  promptly  investigate  all  allegations  of
         harassment  in as  confidential  a manner  as  possible  and will  take
         appropriate corrective action as warranted. Following an investigation,
         any  employee  who is  determined  to have  engaged  in  harassment  in
         violation of this policy will be subject to appropriate  sanctions,  up
         to and including termination.

C.       HEALTH AND SAFETY AND THE  ENVIRONMENT.  The Company strives to provide
         each employee with a safe and healthy work  environment.  Each employee
         has responsibility for maintaining a safe and healthy workplace for all
         employees  by  following  safety and  health  rules and  practices  and
         reporting  accidents,  injuries  and  unsafe  equipment,  practices  or
         conditions.

         All forms of unlawful  conduct,  including  threatening or intimidating
         behavior, threats assaults or violence of any kind in the workplace are
         prohibited.  Any director,  officer or employee found using, selling or
         in  possession  of  illegal  drugs on the  Company's  premises  will be
         subject to disciplinary  action.  Employees  should report to work in a
         condition to perform their  duties,  free from the influence of illegal
         drugs or alcohol.

         The  Company  is  committed  to doing  business  in an  environmentally
         responsible   manner.  This  includes  complying  with  laws  involving
         environmental   quality   and   related   health  and  safety   issues.
         Accordingly,  every  director,  officer  and  employees  is expected to
         conduct the Company's  business in an  environmentally  responsible and
         safe  manner  and  not  to  engage  in  any  activity   that   violates
         environmental laws or regulations.


VII.       PROTECTION  AND PROPER  USE  OF  COMPANY   ASSETS  AND   CONFIDENTIAL
         INFORMATION


A.       USE OF COMPANY  ASSETS.  All directors,  officers and employees  should
         endeavor to protect the  Company's  assets and ensure  their  efficient
         use.  Theft,  carelessness  and  waste  have  a  direct  impact  on the
         Company's  profitability.  Any  suspected  incident  of  fraud or theft
         should be immediately  reported for  investigation.  Company  equipment

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         should  not be  used  for  non-Company  business,  although  incidental
         personal use of  telephones,  fax  machines,  copy  machines,  personal
         computers  and similar  equipment is  generally  allowed if there is no
         significant added cost to the Company,  it does not interfere with such
         person's  work duties and is not  related to an illegal  activity or to
         any outside business.

B.       USE OF E-MAIL AND INTERNET.  E-mails systems and internet  services are
         provided to help us do our work. Incidental and occasional personal use
         is  permitted,  but  never  for  personal  gain  or  improper  purpose.
         Employees are prohibited  from  accessing,  sending or downloading  any
         information  that could be insulting  or  offensive to another  person,
         such  as  sexually  explicit  messages,   cartoons,   jokes,  unwelcome
         propositions,  ethnic or racial slurs,  or any other message that could
         be viewed as harassment. Employees' messages, including voice mail, are
         considered  the Company's  property and  employees  should not have any
         expectation of privacy.  Unless prohibited by law, the Company reserves
         the right to access and disclose  this  information  as  necessary  for
         business  purposes.  Employees should use good judgment and not access,
         send a message or store any information  that they would not want to be
         seen or heard by other individuals.

C.       PROTECTION OF PROPRIETARY  AND  CONFIDENTIAL  INFORMATION.  Information
         generated in the Company is a valuable  company asset.  Protecting this
         information  plays a vital role in the Company's  continued  growth and
         ability  to  compete.   Typical  of  such   information  are  technical
         information   such  as  computer   programs  and  databases,   business
         information  such as the Company's  objectives  and  strategies,  trade
         secrets, processes and formulae,  analysis, charts, drawings,  reports,
         sales,  earnings,  forecasts,  relationships with suppliers,  marketing
         strategies, training materials, plans for acquisitions or divestitures,
         employee  compensation  and records and other  information of a similar
         nature.   Directors,   officers  and   employees   must   maintain  the
         confidentiality   of  the  Company's   proprietary   and   confidential
         information and must not use or disclose such  information  without the
         express consent of an officer of the Company or when legally  mandated.
         Adhering to this  principle  is a  condition  of  continued  service or
         employment.



VII.     INSIDER TRADING

     United States and foreign securities laws, as well as the Company's policy,
     prohibit  the buying and selling of  securities  using  material  corporate
     information  that is not yet available to the public  (`insider  trading').
     Severe penalties can be imposed on directors, officers and employees, their
     families  and  recipients  of  this  insider  information.  All  directors,
     officers  and  employees  of  the  Company  must  not  disclose  non-public
     information  to  any  other  person.   No  director,   officer,   employee,
     ex-employee,  including  their immediate  family  members,  may buy or sell
     securities  of  the  Company  when  in  possession  of  non-public   inside
     information  concerning  the  Company.  This  restriction  also  applies to
     trading in  securities  of any other  company  based on inside  information
     acquired  as a result of  employment  with the  Company  or from some other
     business  association with the Company.  Providing `tips' to people outside
     the  Company  based  on  inside  information  about  the  Company  or other
     companies  acquired as a result of the director's,  officer's or employee's
     position  with the  Company  is also  prohibited  by law and  this  policy.
     Persons who involve  themselves  in insider  trading,  either by personally
     engaging in trading or by disclosing  material  non-public  information  to
     others, are subject to immediate dismissal and prosecution.



VIII. U.S. ANTITRUST LAWS AND OTHER COMPETITION LAWS

     United  States  antitrust  laws,  as well as  competition  laws outside the
     United States,  are designed to ensure a fair and  competitive  free market
     systems.  These laws are based on the premise  that open  competition  in a
     free marketplace will lead to appropriate  prices and promote an efficient,
     productive  economy.  While the  Company  will  compete  vigorously  in the
     marketplace,  it will comply with the applicable  antitrust and competition
     laws in every jurisdiction in which the Company conducts its business.  The
     Company will compete on the merits of its  products,  the prices it charges
     and the customer loyalty it earns.

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     No director,  officer, employee, agent or contractor should at any time, or
     under any circumstance,  enter into an agreement or understanding,  written
     or oral,  express  or  implied,  with  any  competitor  concerning  prices,
     discounts,  other terms or conditions of sale,  profits or profit  margins,
     costs, allocation or product or geographic markets, allocation of customer,
     limitations of production,  boycotts of customers or suppliers,  or bids or
     the  intent  to bid or  even  discuss  or  exchange  information  on  these
     subjects.  Collusion among  competitors is illegal and the  consequences of
     violation are severe.

     Violation of antitrust laws and other competition laws can result in severe
     penalties being imposed upon both the Company and the individuals involved.



X.       FOREIGN CORRUPT PRACTICES ACT

The Foreign Corrupt Practices Act (the "FCPA") includes anti-bribery and corrupt
payment provisions which make it illegal to make an offer,  payment,  promise to
pay or authorization to pay any money,  gift or anything of value to any foreign
official or any foreign political party,  candidate or official with the purpose
of unlawfully influencing such person(s) to make a decision that would favor the
Company's business.
In addition to the  anti-bribery  provisions of the FCPA,  the FCPA has separate
accounting standards that require that proper controls be in place to ensure the
lawful use of the Company's assets.  Pursuant to the FCPA accounting  standards,
no payment  shall be made, or other  transaction  entered into, on behalf of the
Company without proper management  approval.  Accordingly,  the Company's funds,
assets or  services  cannot be used for any purpose  that is unlawful  under the
laws of the United States,  any state thereof,  or any jurisdiction,  foreign or
domestic.   Complete  and  accurate   records   should  be   maintained  of  all
transactions,  including  transactions  that  relate  in any  way,  directly  or
indirectly, to a foreign government official.

As a matter of strict policy of the Company, any action by any director, officer
or  employee  that  is  contrary  to the  provisions  of the  FCPA  is  strictly
prohibited.



XI.      OUTSIDE REQUESTS FOR INFORMATION


Outside  requests for information  concerning the Company should only be handled
by authorized persons.  All inquiries from securities analysts or investors must
be  directed to the  Company's  President  or Chief  Accounting  Officer.  If an
employee receives an inquiry from a governmental or regulatory agency on matters
outside  his or her  area  of  responsibility  or on  legislative  issues,  such
inquiries should be directed to an executive officer. General inquiries from the
media should be directed to the Company's President.


XII.     IMPLEMENTATION AND MONITORING


Management of the Company shall be responsible  for  explanation of this Code so
as to assure employee  knowledge and  compliance,  as well as for enforcement of
this Code. Written certification  concerning Code compliance may be periodically
required  from those  directors,  officers or  employees  so  designated  by the
President of the Company. As no policy can cover all potential topics, this Code
may be supplemented from time to time.

In order to ensure  that  violations  of this Code do not  result in harm to the
Company  or  its  directors,  officers  and  employees,  it  is  essential  that
management of the Company be aware of any such violations. Therefore, directors,
officers and  employees are  encouraged to discuss with their  supervisor or any
officer of the Company any concerns they may have related to the  interpretation
and  application of this Code. Any director,  officer or employee of the Company
who has  knowledge  of a potential  or  suspected  violation of this Code has an
obligation to report promptly relevant information to a supervisor,  any officer
of the  Company  or the  Company's  Audit  Committee.  Reports  will be  treated

<PAGE>

confidentiality  to the  extent  possible  and  consistent  with  the  Company's
responsibility to address the issue. No person will be subject to retaliation by
the Company for  reporting  in good faith a violation  of this Code.  Directors,
officers and employees are expected to cooperate in internal  investigations  of
misconduct.

The  Company  will  take  such  disciplinary  or  preventive  action as it deems
appropriate  to address any exiting or potential  violation of this Code brought
to its attention.


XIII.    ENFORCEMENT

Violation of this Code may result in  disciplinary  action,  up to and including
removal from office or the Board or termination of employment. Legal proceedings
may also be  commenced,  if  necessary,  to recover  the amount of any  improper
expenditures,  any  profits  realized  by the  offending  director,  officer  or
employee,  and any financial  detriment sustained by the Company. In appropriate
circumstances,  violations  of this  Code  will be  reported  to the  applicable
authority.

XIV.     PERSONS COVERED

This Code applies to all directors,  officers and employees of the Company. With
regard to personal  securities  trading and certain other  matters  described in
this Code, the Code also applies to spouses,  family members and others who live
in their  households.  In  particular,  the  Company's  directors,  officers and
employees may not,  indirectly  through a family member,  do what they cannot do
directly.  Therefore,  all  references in the Code to the  Company's  directors,
officers and employees  include such individuals as well as, where  appropriate,
their immediate families.

Individuals  or  companies  engaged to consult for or  otherwise  represent  the
Company or provide services to the Company must act on the Company's behalf in a
manner  consistent  with this Code and shall be  required  to comply  with these
practices  in their  contract  with the Company in the same manner as applies to
employees of the Company.


XV.      WAIVERS

Any waiver of this Code for employees  other than officers or directors shall be
communicated  immediately to the Company's executive officers and the Board. Any
waiver  of  this  Code  for  officers  or  directors  may be  made  only  by the
independent  members of the Board or a Board committee  comprised of independent
directors  and will be promptly  disclosed as required by law or stock  exchange
regulation.  Any waiver from this Code will be publicly  disclosed to the extent
required by applicable laws and regulations.



XVI.     HELP AND INFORMATION

All  directors,  officers and employees are encouraged to bring any questions or
concerns  regarding  the  provisions  in this Code or its  application  to their
supervisor  or any  officer of the  Company.  This Code is not  intended to be a
comprehensive rulebook. Certain situations may require specific advice.



XVII.    GENERAL

This Code is a  corporate  statement  of policy,  the  contents  of which may be
modified  substituted  or altered at any time by the Company.  All amendments to
this Code must be approved by the Board.  This Code is not  intended to create a
contract  of  employment  or to alter the  employment  relationship  that exists
between employees and the Company.

<PAGE>

             ACKNOWLEDGMENT OF RECEIPT AND COMPLIANCE WITH THE CODE



         I hereby  certify that I have received,  read and  understand  American
Vantage  Companies  (the  "Company")  Code of Business  Conduct  and  Ethics.  I
understand that a violation of any provision of the Code of Business Conduct and
Ethics is grounds for discipline up to and including  termination of my position
with the  Company.  I also  understand  that if I  discover a  violation  of any
provision of the Code of Business Conduct and Ethics, it is my duty to notify my
the appropriate authorized persons of the Company.

         I hereby agree to comply with the policies and  guidelines set forth in
the Company's Code of Business Conduct and Ethics.


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