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                     Centennial Specialty Foods Corporation

           Code of Ethics for Senior Executives and Financial Officers

I. Purpose of Code of Ethics

The purpose of this Code of Ethics is: to promote the honest and ethical conduct
of our Senior Executive and Financial Officers (described below),  including the
ethical  handling of actual or apparent  conflicts of interest  between personal
and  professional  relationships;  to promote full, fair,  accurate,  timely and
understandable disclosure in periodic reports required to be filed by Centennial
Specialty Foods Corporation (the "Company");  and to promote compliance with all
applicable rules and regulations that apply to the Company and its officers.

II. Who the Code of Ethics Applies To; Waivers

This Code of Ethics is  applicable  to the Company's  chief  executive  officer,
chief financial officer,  chief marketing officer, chief operating officer chief
accounting  officer and comptroller or any persons  performing similar functions
(together,  the  "Senior  Executive  and  Financial  Officers").  If  any of the
foregoing  positions are unfilled at any time, the defined Senior  Executive and
Financial  Officers shall not be deemed to include any such vacant  positions or
officerships.  References  in this  Code of  Ethics  to the  Company  means  the
Company, together with all of its subsidiaries.

While we expect  honest and ethical  conduct in all aspects of our business from
all of our employees,  we expect the highest possible honest and ethical conduct
from our Senior  Executive  and  Financial  Officers.  As a Senior  Executive or
Financial  Officer,  you are an example for other employees and we expect you to
foster a culture of  transparency,  integrity and honesty.  Compliance with this
Code is a condition to your employment and any violations of the Code may result
in disciplinary action, up to and including termination of your employment.

Waivers  of  this  Code  may be  made  only by the  Board  or a Board  committee
authorized  to make  such  waivers  and will be  disclosed  in  accordance  with
applicable law.

III. Conflicts of Interest

A conflict of interest occurs when your private or personal interests interfere,
or appear to interfere,  in any way, or are inconsistent,  with the interests of
the  Company  as a whole.  Conflicts  of  interest  can also arise when you take
action  or you or a  member  of your  family  have  interests  that  may make it
difficult for you to perform your duties to the Company  effectively or that may
cause others to question  whether you are fulfilling your duty of loyalty to the
Company.

Although we cannot list every  conceivable  conflict,  following are some common
examples that illustrate actual or apparent conflicts of interest that should be
avoided:

Improper Personal Benefits from the Company

Conflicts  of  interest  arise  when an officer or a member of his or her family
receives  improper  personal  benefits as a result of his or her position in the
Company.  You may not accept any  benefits  from the Company  that have not been
duly authorized and approved pursuant to Company policy and procedure, including
any Company loans or guarantees of your personal obligations.

Financial Interests in Other Businesses

You should avoid having an ownership  interest in any other  enterprise  if that
interest  compromises or appears to compromise your loyalty to the Company.  For
example, you may not own an interest in a company that competes with the Company
or that does business  with the Company  (such as a supplier)  unless you obtain
the prior  written  approval of the Board of  Directors  before  making any such
investment.  However, it is not typically  considered,  and the Company does not
consider it, a conflict of interest (and therefore prior written approval is not
required) to make  investments  in  competitors,  clients or suppliers  that are
listed on a national or international  securities  exchange so long as the total
value of the investment is less than one percent (1%) of the  outstanding  stock
of the  corporation  and the amount of the investment is not so material that it
would or could reasonably be expected to affect your business judgment on behalf
of the Company.

Business Arrangements with the Company

Without  the  prior  written  approval  of the Board of  Directors,  you may not
participate in a joint venture,  partnership or other business  arrangement with
the Company.

Corporate Opportunities

If you  learn  of a  business  or  investment  opportunity  through  the  use of
corporate property or information or your position at the Company,  such as from
a  competitor  or actual or  potential  supplier  or business  associate  of the
Company  (including  a  principal,  officer,  director or employee of any of the
above),  you may not participate in the business or make the investment  without
the prior  written  approval  of the  Board of  Directors.  Such an  opportunity
should,  and must by law, be first considered an investment  opportunity for the
Company.

Outside Employment or Activities With a Competitor

Simultaneous  employment  with or serving as a director of a  competitor  of the
Company is strictly  prohibited,  as is any activity that is intended to or that
you should reasonably expect to advance a competitor's  interests at the expense
of the  Company's  interests.  You  may  not  market  products  or  services  in
competition with the Company's current or potential business  activities.  It is
your  responsibility  to consult  with the Chief  Executive  Officer  (or,  with
respect  to the  Chief  Executive  Officer,  with  the  Board of  Directors)  to
determine  whether a planned  activity  will compete  with any of the  Company's
business activities before you pursue the activity in question.

Outside Employment With a Supplier

Without the prior written  approval of the Board of Directors,  you may not be a
supplier or be employed  by,  serve as a director of, or represent a supplier to
the Company.  Without the prior written approval of the Board of Directors,  you
may not accept money or benefits of any kind from a third party as  compensation
or  payment  for any advice or  services  that you may  provide  to a  customer,
supplier or anyone else in connection with its business with the Company.

Family Members Working In The Industry

If your spouse or significant  other,  your children,  parents,  or in-laws,  or
someone  else with whom you have a  familial  relationship  is a  competitor  or
supplier  of Company or is  employed  by one,  you must  disclose in writing the
relationship  and the relative's  position to the Board of Directors so that the
Company  may  assess the  nature  and  extent of any  concern  and how it can be
resolved.  You must carefully  guard against  inadvertently  disclosing  Company
confidential  information  and  being  involved  in  decisions  on behalf of the
Company that involve the enterprise at which your relative is employed.

IV. Maintaining Accurate Periodic Reports and Other Public Communications

As you are aware, full, fair, accurate,  timely and understandable disclosure in
our periodic  reports filed with the SEC and in our other public  communications
is required  by SEC rules and is  essential  to our  continued  success.  Please
exercise  the highest  standard of care in  preparing  such  materials.  We have
established  the  following  guidelines  in order to ensure  the  quality of our
periodic reports.

     o    All Company accounting records, as well as reports produced from those
          records,  must be kept and  presented in  accordance  with the laws of
          each applicable jurisdiction or regulatory body that have jurisdiction
          over the Company.

     o    All records must fairly and  accurately  reflect the  transactions  or
          occurrences to which they relate.

     o    All records must fairly and  accurately  reflect in reasonable  detail
          the Company's assets,  liabilities,  revenues (including sales and net
          sales) and expenses.

     o    The  Company's  accounting  records  must  not  contain  any  false or
          intentionally misleading entries.

     o    No  transaction  may be  intentionally  misclassified  as to accounts,
          departments or accounting periods or in any other manner.

     o    All  transactions  must be  supported  by  accurate  documentation  in
          reasonable detail and recorded in the proper account and in the proper
          accounting period.

     o    Compliance  with  Generally  Accepted  Accounting  Principles  and the
          Company's  system of internal  accounting  controls is required at all
          times.

V. Compliance with Laws and Ethics Code

You are  expected  to comply  with both the letter and spirit of all  applicable
governmental  rules and  regulations  and this Code, and to report any suspected
violations of applicable  governmental rules and regulations or this Code to the
Chief  Executive  Officer or the Board of  Directors.  No one will be subject to
retaliation because of a good faith report of a suspected violation. If you fail
to comply  with  this Code or any  applicable  laws or  regulations,  you may be
subject  to  disciplinary  measures,  up to and  including  discharge  and being
subject to  administrative  or criminal  sanctions in accordance with applicable
law.

No Rights Created

This  Code is a  statement  of  certain  fundamental  principles,  policies  and
procedures that govern the Company's Senior Executive and Financial  Officers in
the conduct of the  Company's  business and in their  individual  conduct  while
engaged in their duties on behalf of the Company. It is not intended to and does
not  create  any  rights  in  any  employee,  customer,  supplier,   competitor,
shareholder or any other person or entity.

ACKNOWLEDGMENT FORM

I have  received and read the Code of Ethics for Senior  Executive and Financial
Officers,  and I  understand  its  contents.  I agree to comply  fully  with the
standards contained in the Code of Ethics and the Company's related policies and
procedures.  I understand  that I have an  obligation  to report to the Board of
Directors or the Company's outside counsel any suspected  violations of the Code
of Ethics.

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