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.


                             COMPLIANCE CERTIFICATE


     I have read and  understand the Chartwell  Technology  Inc. Code of Conduct
(the "Code").  I will adhere in all respects to the ethical standards  described
in the Code. I further confirm my  understanding  that any violation of the Code
will subject me to appropriate  disciplinary  action, which may include demotion
or discharge.

     I certify to Chartwell  Technology  Inc.  that I am not in violation of the
Code,  unless I have noted such  violation in a signed  Statement of  Exceptions
attached to this Compliance Certificate.

Date: April 26, 2005                          Signed Darold H. Parken
                                              ----------------------------------
                                              Name Darold H. Parken
                                              Title/Position: President & CEO


Check one of the following:

|_|     A Statement of Exceptions is attached.

[X]     No Statement of Exceptions is attached.