EXHIBIT 11.1

# CHARTWELL TECHNOLOGY
INC.
CODE OF CONDUCT

# FOR CHIEF EXECUTIVE
AND SENIOR FINANCIAL OFFICERS

The
attitude and actions of the Chief Executive Officer (the CEO), Chief
Financial Officer (the CFO) and Corporate Controller of Chartwell
Technology Inc. (the Company) are crucial for maintaining the
Companys commitment to (i) honest and ethical conduct, (ii) full, fair, accurate,
timely and understandable disclosure in the Companys public reports and
communications, and (iii) compliance with applicable governmental laws, rules and
regulations. Accordingly, the Companys Board of Directors has developed and adopted
this Code of Conduct applicable to its CEO, CFO and Corporate Controller with the goal of
promoting the highest moral, legal and ethical standards and conduct within the Company.

# Honest and Ethical
Conduct

While
the Company expects honest and ethical conduct in all aspects of the Companys
business from all employees, the Company expects the highest possible honest and ethical
conduct and integrity from the CEO, CFO and Corporate Controller. These officers must set
an example for the Companys employees and the Company expects these officers to
foster a culture of transparency, integrity and honesty. Integrity requires adherence to
both the form and the spirit of technical and ethical accounting standards and principles.

# Conflicts of Interest

Service
to the Company should never be subordinated to personal gain and advantage. If any of the
CEO, CFO or Corporate Controller becomes aware that he or she is in a situation that
presents an actual or apparent conflict of interest (i.e., any situation where that
individuals private interest or personal gain interferes or appears to interfere
with the interests of the Company), or is concerned that an actual or apparent conflict of
interest might develop, he or she is required to discuss the matter with the Chairman of
the Audit Committee for the purpose of developing a means for the ethical handling of that
situation.

# Disclosure

The
CEO, CFO and Corporate Controller, among others, have a supervisory role with respect to
the preparation of the Companys reports and documents filed with or submitted to the
Securities and Exchange Commission (the SEC) and the Companys
other public communications and are responsible for taking all steps reasonably necessary
to cause the disclosure in these reports, documents and other communications to be full,
fair, accurate, timely and understandable. Adequate supervision includes closely reviewing
and critically analyzing the financial information to be disclosed, ensuring that proper
accounting controls have been applied, that transactions are properly authorized and
recorded, and that relevant records have been properly retained. Full, fair and accurate
disclosure includes the full reporting of facts, professional judgments and opinions,
whether favorable or unfavorable.

Each
of the CEO, CFO and Corporate Controller shall promptly bring to the attention of the
Audit Committee any information he or she may have concerning (i) significant deficiencies
in the design or operation of internal controls which could adversely affect the
Companys ability to record, process, summarize and report financial data, or (ii)
any fraud, whether or not material, or any actual or apparent conflicts of interest
between personal and professional relationships, involving any management or other
employees who have a significant role in the Companys financial reporting,
disclosure or internal controls.

In
the performance of their duties, the CEO, CFO and Corporate Controller are prohibited from
knowingly misrepresenting facts. The CEO, CFO or Corporate Controller will be considered
to have knowingly misrepresented facts if he or she knowingly (i) makes, or permits or
directs another to make, materially false or misleading entries in financial statements or
records; (ii) fails to correct materially false and misleading financial

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statements or records; (iii) signs,
or permits another to sign, a document containing materially false and misleading
information; or (iv) falsely responds, or fails to respond, to specific inquires of the
Companys external auditors.

The
CEO, CFO and Corporate Controller are prohibited from directly or indirectly taking any
action to interfere with, fraudulently influence, coerce, manipulate or mislead the
Companys independent public auditors in the course of any audit of the
Companys financial statements or accounting books and records.

# Compliance with Law

It
is the Companys policy to comply with all applicable laws, rules and regulations. It
is the personal responsibility of the CEO, CFO and Corporate Controller to adhere to the
standards and restrictions imposed by those laws, rules and regulations, and in
particular, those relating to accounting and auditing matters. Each of the CEO, CFO and
the Corporate Controller shall promptly bring to the attention of the Audit Committee any
information he or she may have concerning evidence of a material violation of securities
or other laws, rules or regulations applicable to the Company and the operation of its
business, by the Company or any agent thereof, or of a violation of the Companys
Code of Conduct.

# Accountability

The
Board of Directors shall determine, or designate appropriate persons to determine,
appropriate actions to be taken in the event of violations of this Code of Conduct by the
CEO, CFO or Corporate Controller with the goal of deterring wrongdoing and promoting
accountability for adherence to this Code of Conduct. Actions may include written notice,
censure, demotion or re-assignment, suspension with or without pay or benefits and
termination of employment.

VIOLATIONS OF THIS
CODE OF CONDUCT MAY ALSO CONSTITUTE VIOLATIONS OF LAW AND MAY RESULT IN CIVIL AND
CRIMINAL PENALTIES FOR THE VIOLATOR, THE VIOLATORS SUPERVISORS AND THE COMPANY.

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