**EXHIBIT 14.1**

 

 

**CODE OF ETHICS**

**FOR THE**

**CHIEF EXECUTIVE OFFICER, PRESIDENT**

**AND**

**SENIOR OFFICERS OF**

**WHITNEY INFORMATION NETWORK, INC.**

**(Adopted March 9, 2004)**

 

Whitney Information Network,Inc. (the “Company”) is committed to conducting our business in accordance withapplicable laws, rules and regulations and the highest standards of businessethics, and to full and accurate financial disclosure in compliance withapplicable law. This Code of Ethics, applicable to the Company’s ChiefExecutive Officer, President, Chief Financial Officer, Treasurer, VicePresident of Finance and other senior executive officers (collectively, “SeniorOfficers”) sets forth specific policies to guide you in the performance of yourduties. To the extent the positions specified in the immediately precedingsentence exist at any of the Company’s subsidiaries, this Code of Ethics willalso be applicable to, and the term “Senior Officers” will include, suchofficers of the Company’s subsidiaries.

 

As a Senior Officer, youmust not only comply with applicable law. You also must engage in and promotehonest and ethical conduct and abide by this Code of Ethics and other Companypolicies and procedures that govern the conduct of our business. Yourleadership responsibilities include creating a culture of high ethicalstandards and commitment to compliance, maintaining a work environment thatencourages employees to raise concerns, and promptly addressing employeecompliance concerns.

 

**Compliance with Laws, Rules and Regulations**

 

You are required to complywith the laws, rules and regulations that govern the conduct of our businessand to report any suspected violations in accordance with the section belowentitled “Compliance with Code of Ethics.”

 

The Company operates in manycountries and many cultures. What is appropriate in some parts of the world maybe entirely inappropriate in others. You should abide by the laws, regulationsand generally accepted business practices of the countries in which you areconducting business. If there is a conflict between local laws and businesspractices and any other law applicable to the conduct of the Company’sbusiness, you should comply with the local laws and business practices; *provided, that,*in no event can youractions constitute a violation of a federal law of the United States ofAmerica.

 

If you have any questionsregarding the proper conduct, you should consult with the Company’s seniorlegal officer before taking any action.

 

**Conflicts of Interest**

 

No Senior Officer shall makeany investment, accept any position or benefits, participate in any transactionor business arrangement or otherwise act in a manner that creates or appears tocreate a conflict of interest unless the Senior Officer makes full disclosureof all facts and circumstances to, and obtains the prior written approval ofthe Chairman of the Board of Directors.

 

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**Disclosures**

 

It is Company policy to makefull, fair, accurate, timely and understandable disclosure in compliance withall applicable laws and regulations in all reports and documents that theCompany files with, or submits to, the Securities and Exchange Commission andall other governmental, quasi-governmental and self-regulatory bodies and inall other public communications made by the Company. As a Senior Officer, you arerequired to promote compliance with this policy by all employees and to abideby Company standards, policies and procedures designed to promote compliancewith this policy.

 

**Compliance with Code of Ethics**

 

If you know of or suspect aviolation of applicable laws, rules or regulations or this Code of Ethics, youmust immediately report that information to the Compliance Officer or anymember of the Board of Directors. *No onewill be subject to retaliation because of a good faith report of a suspectedviolation*.

 

Violations of this Code ofEthics may result in disciplinary action, up to and including discharge. Thefull Board of Directors shall determine, or shall designate appropriate personsto determine, appropriate action in response to violations of this Code.

 

**Waivers of Code of Ethics**

 

If you would like to seek awaiver of the Code of Ethics you must make full disclosure of your particularcircumstances to the Chairman of the Board of Directors. Amendments to andwaivers of this Code of Ethics will be publicly disclosed as required byapplicable law and regulations.

 

**No Rights Created**

 

This Code of Ethics is astatement of certain fundamental principles and policies and procedures thatgovern the Company’s Senior Officers in the conduct of its business. It is notintended to and does not create any rights in any employee, tenant, patron,guest, supplier, competitor, stockholder or any other person or entity.

 

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**ACKNOWLEDGMENTFORM**

 

I have received and read theCode of Ethics for the Senior Officers, and I understand its contents. I agreeto comply fully with the standards, policies and procedures contained in theCode of Ethics and the Company’s related policies and procedures. I understandthat I have an obligation to report any suspected violations of the Code ofEthics that I am aware of to any member of the Board of Directors. I certifythat, except as fully disclosed in accordance with the terms of this Code ofEthics, I have not engaged in any transactions or activities that wouldconstitute an actual or apparent conflict with the interests of the Company. Ifurther certify that, except as noted below, I am otherwise in full compliancewith the Code of Ethics and any related policies and procedures:

 

 
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|   | Printed  Name |
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|   | Signature     |
|   |          |
|   |          |
|   | Date          |

 

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