**EXHIBIT14.1**

 

**Code ofEthics for the Chief Executive Officer**

**and theSenior Financial Officers**

 

**Introduction**

 

Todhunter International, Inc.(the “Company”) is committed to the promotion of sound professional and ethicalstandards and to conducting its business with the highest level ofintegrity.  This Code of Ethics embodiesprinciples that the Company’s Chief Executive Officer, Chief Financial Officer,principal accounting officer, controller and persons performing similarfunctions (collectively, the “Senior Officers”) are expected to adhere to andadvocate.  Thus, the Senior Officers aresubject to the following conditions and requirements, as imposed by Section 406of the Sarbanes-Oxley Act of 2002.

 

#### **A.**       Conflicts of Interest

#### ** **

The Company prohibits personalconflicts of interest unless the Company’s Board of Directors has approvedthem.  In particular, a Senior Officermay not exploit his or her position with the Company to obtain an improperpersonal benefit for his or herself, for his or her family, or for any otherperson, other than for authorized compensation and benefits, and should avoideven the appearance of such a conflict.

If a Senior Officer becomesaware of a material transaction or relationship in which a conflict of interestmay arise, he or she should promptly disclose this matter to the AuditCommittee.

 

#### **B.**       Public Disclosure

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It is the Company’s policy thatthe information in its public communications, including all filings submittedto the Securities and Exchange Commission (the “SEC”), be full, fair, accurate,timely and understandable.  The SeniorOfficers are responsible for acting in furtherance of this policy.  In particular, the Senior Officers mustmaintain familiarity with the disclosure requirements that apply to theCompany.  The Senior Officers areprohibited from knowingly misrepresenting, omitting, or causing others tomisrepresent or omit, material facts about the Company to others, whetherwithin or outside the Company, including the Company’s independent auditors.

 

#### **C.**       Compliance with Laws, Rulesand Regulations

#### ** **

It is the Company’s policy tocomply with all applicable laws, rules and regulations.  The Senior Officers should make every effortto ensure that they, and the Company, are in compliance with such laws, rulesand regulations.

 

#### **D.**       Internal ControlsDeficiencies; Financial Fraud

#### ** **

A Senior Officer must promptly bring to the attention of the Company’sDisclosure Committee and its Audit Committee any information he or she may haveconcerning (a) significant deficiencies in the design or operation of theCompany’s internal controls over financial reporting that could adverselyaffect the Company’s ability to record, process, summarize and report financialdata, or (b) any fraud, whether or not material, that involves management orother employees who have a significant role in the Company’s disclosurecontrols or internal controls over financial reporting.

 

#### **E.**         Compliance and Reporting

#### ** **

The Senior Officers shouldstrive to identify and raise potential issues before they lead to problems, andshould ask the Company’s Board of Directors about the application of this Codeof Ethics whenever in doubt.  If theSenior Officers become aware of any existing or potential violation of thisCode of Ethics, they should promptly notify the Company’s entire Board ofDirectors.

 

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#### **F.**         Waivers; Filing Form 8-K

 

There shall be no waiver of any part of thisCode of Ethics except by a vote of the Board of Directors. Prior to such avote, the Board must ascertain whether a waiver is appropriate and ensure thatany waiver is accompanied by appropriate controls designed to protect theCompany.

 

As currently required by the SEC, the Companymust disclose on Form 8-K any waivers of or changes to this Code of Ethicswithin five business days after such occurrence (or within any other timeperiod specified by the SEC).

 

#### **G.**       Enforcement andAccountability

#### ** **

The Company’s Board of Directors shall determine appropriate actions tobe taken in the event of a violation of this Code of Ethics by the SeniorOfficers.  Any such action shall bereasonably designed to deter wrongdoing and to promote accountability foradherence to this Code of Ethics, and shall include:

 

(a)                        Written noticesto the individual involved that the Board has determined that there has been aviolation;

(b)                       Censure by theBoard;

(c)                        Demotion orre-assignment of the individual involved;

(d)                       Suspension withor without pay or benefits (as determined by the Board); and

(e)                        Termination ofthe individual’s employment.

 

In determining what action is appropriate in a particular case, theBoard of Directors shall take into account all relevant information, includingthe nature and severity of the violation, whether the violation was a singleoccurrence or one of repeated occurrences, whether the violation appears tohave been intentional or inadvertent, whether the individual in question hadbeen advised prior to the violation as to the proper course of action andwhether or not the individual in question had committed other violations in thepast.

 

Each Senior Officer will be required on an annual basis to certify hisor her compliance with this Code of Ethics.

 

I have read and understand the Code of Ethics for the Chief ExecutiveOfficer and the Senior Financial Officers and certify that, as of the date hereof,I am in compliance with the terms of the Code.

 
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