EXHIBIT 20.1
CODE OF ETHICAL CONDUCT


                             CODE OF ETHICAL CONDUCT
                          SENIOR OPTICIAN SERVICE, INC.
OVERVIEW

Senior  Optician  Service,  Inc.,  ("the Company") has adopted a code of ethical
conduct that is applicable to every officer,  director,  employee and consultant
of the company and its affiliates  (collectively the "Employee" or "Employees").
The Code  reaffirms  the high  standards  of  business  conduct  required of all
Employees.  The Code is part of the  Company's  continuing  effort to (1) ensure
that it complies  with all  applicable  laws,  (2) have an effective  program in
place to prevent  and detect  violations  of law,  and (3) educate and train its
Employees  to be  aware  and  understand  ethical  business  practices.  In most
circumstances, the Code sets standards that are higher than the law requires.

OBJECTIVE

One of the  Company's  objectives  is to conduct all business  operations in the
utmost ethical  manner.  Communicate  cares about its  Employees,  shareholders,
clients,  suppliers,  and the  communities  in which it  conducts  its  business
operations.  In the  course of  meeting  its  business  objectives,  Communicate
considers it essential  that all Employees  understand  and comply with the Code
and therefore share and participate in the Company's way of conducting business.

STANDARD OF CONDUCT

The Company  insists that all aspects of its business  operations  are conducted
with  honesty,  integrity  and  fairness,  and with respect for the interests of
those affected by its business and activities. The Company also expects the same
in its relationships with all those with whom it does business.

Each  Employee  must  maintain and foster  integrity and honesty in all dealings
with clients and all business  transactions.  Each  Employee  must commit to act
according  to the highest  ethical  standards  and is expected to apply  ethical
business  practices  in  administrative  and  financial  aspects of the business
operations of the Company.

No code  of  conduct  can  hope  to lay  down  appropriate  behavior  for  every
situation,  nor should it seek to do so.  Each  Employee  is  required to make a
careful and  considered  judgement of what is right and proper in any particular
situation.  It is the  obligation of every  Employee in conducting  the business
operations of the Company to be responsible, honest, trustworthy, conscientious,
and  dedicated  to  the  highest   standards  of  ethical  business   practices.
Accordingly,  all Employees are required to avoid not only impropriety, but also
the  appearance  of  impropriety  in conducting  the business  operations of the
Company.

ACCURACY OF RECORDS

The  Company's  accounting  records and  supporting  documents  must  accurately
describe and reflect the nature and result of the Company's business operations.
All  activities  and  results  of the  Company's  business  operations  must  be
presented in a fair and balanced manner.

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All business  transactions must be properly authorized as well as completely and
accurately recorded on the Company's books.  Procedures for doing so must comply
with the  Company's  financial  policy  and  follow  the  Company's  policy  for
authorization and documentation, as well as follow generally accepted accounting
practices.  Budget proposals and other financial  evaluations and forecasts must
fairly  represent  all  information  relevant to the  business  transaction.  In
addition,  no unrecorded  cash funds or other asset accounts will be established
or maintained  for any purpose.  Misapplication  or improper use of corporate or
property or false entry to records by officers,  directors,  employees or others
must be reported to Board of the Company.

COMMUNICATING ACCURATE AND TIMELY INFORMATION

In all interactions and communications,  whether with shareholders,  the public,
clients,  government agencies,  or others inside or outside of the Company, each
Employee is  expected  to be  truthful  and  forthright.  This  includes  making
accurate statements, not misrepresentations or statements intended to mislead or
misinform;  and responding  promptly,  accurately,  and with full  disclosure to
requests from governmental agencies for information or documents.

RECORD KEEPING AND RETENTION

To help  maintain the integrity of the  Company's  record-keeping  and reporting
systems, each Employee must know his or her area's records retention procedures,
including how data is stored and retrieved.  It is that person's  responsibility
to know how to document  and  transact  any entries or records that he or she is
responsible  for. All Employees are expected to comply fully and accurately with
all audits,  including responding in a timely fashion to requests for records or
other material from or on behalf of the Company's auditors or management.

OBEYING THE LAW

All  Employees of the Company are required to comply with (1) the letter and the
spirit of laws and  regulations  of the countries in which the Company  conducts
business operations,  (2) the accepted business practices in commercial markets,
and  (3)  any  contractual  terms  and  conditions  applicable  to any  business
transaction.

Each  Employee  must  commit  to know  and  abide  by all  applicable  laws  and
regulations.

A breach of any law, regulation or ethical standard by any Employee will not be
justified by the pursuit of profit or the departure from acceptable practice by
competitors.

INSIDER TRADING

The  applicable  laws prohibit any Employee from buying or selling the Company's
stock or any other kind of public security as a result of inside information. It
is also illegal and unethical to provide such  information  about the Company to
other  individuals  or  companies  so that  they may gain.  As a  result,  every
Employee  is  prohibited  under the Code from  trading in stock of the  Company,
clients or suppliers as a result of any inside information.

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ENVIRONMENTAL ISSUES

The Company is committed to running its business in an environmentally sound and
sustainable  manner.  The  Company's  objective  is to ensure that its  business
operations have the minimum adverse  environmental  impact commensurate with the
legitimate needs of its business operations.

DECLARATION OF INTEREST

Each  Employee is required to reveal any personal  interest  that may impinge or
might  reasonably  be deemed by others to  impinge  on the  Employee's  business
dealings with industry.

The Company expects its Employees to avoid (1) personal activities and financial
interests that could conflict with their  responsibilities  and  obligations and
(2) giving  assistance  to  competitors,  which  could be in  conflict  with the
interests of the Company or its clients.  All Employees are required to seek the
consent  of the  Company's  management  if they  intend  to become  partners  or
shareholders in companies outside of the Company's corporate structure.

CONFIDENTIALITY

Employees must respect the confidentiality of information received in the course
of business  dealings and must never use such  information  for  personal  gain.
Information  given by Employees in the course of business  dealings must be true
and fair and never designed to mislead.

Confidential  information  can only be revealed  upon written  authorization  of
management.

Employees must not use or disclose the Company's trade secrets,  proprietary, or
confidential  information,  or any other confidential  information gained in the
performance of their duties for the Company as a means of making private profit,
gain or benefit.

In today 's electronic age, posting  information on Internet  bulletin boards or
even  communicating  in chat  rooms  is the  same as  "speaking  to the  media".
Employees  must not use these forums to discuss  matters or opinions  related to
the  Company  or any of its  businesses,  or to respond  to  comments  about the
Company.

PRODUCT AND SERVICE QUALITY ASSURANCE

The Company is committed to providing  products and services  that  consistently
offer value in terms of price and quality that is  equivalent to or greater than
accepted industry standards.

FAIR COMPETITION

The Company is  committed  to vigorous  yet fair  competition  and  supports the
development  of  appropriate  competition  laws.  Each  Employee  must avoid any
business  arrangement  that  might  prevent  the  effective  operation  of  fair
competition.

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COMPLIANCE WITH THE CODE

It is the  responsibility  of the  Board  of the  Company  to  ensure  that  the
standards  embodied in the Code are the Company to,  understood  and observed by
all  Employees.  The Board of the Company will not criticize  management for any
loss of business resulting from adherence to the Code. Equally, the Board of the
Company  undertakes that no Employee will suffer as a consequence of bringing to
their attention,  or that of senior management,  a breach or suspected breach of
the Code.

The standards set out in the Code directly  reflects the Company's  high ethical
standards.  The  Company  expects and  requires  each and every  Employee,  as a
representative of the Company,  to fulfill the Company's ethical commitment in a
way that is visible to the  outside  world with which the Company  conducts  its
business operations.

Each Employee is  responsible  for  complying  with the standards set out in the
Code and must ensure that their personal conduct is above reproach.

Each  Employee has an obligation to assure that the conduct of others around him
or her complies with the Code.

All Employees  have a legal,  moral,  and ethical duty to report to the Board of
the Company and the appropriate authorities any known or suspected violations of
law, regulations or corporate policy, including the Code.

Breaches of law,  regulations and the standards of conduct listed above may lead
to serious consequences for the Employee concerned.

ENFORCEMENT OF CODE

The Code will be enforced at all levels fairly and without prejudice.

Any breach of any standard of the Code may result in disciplinary  action, up to
and including termination.

ANNUAL ACKNOWLEDGMENT

Each Employee  will be required to sign a statement  annually that he or she has
read and  understands  the Company's  Code of Ethics.  This  statement will also
require that the Employee  state that he or she is in full  compliance  with the
Code.

ACKNOWLEDGMENT AND CERTIFICATION

I acknowledge  and certify that I have read and understand the  information  set
forth in the Code of Ethics of the Company and will comply with these principles
in my daily work activities. I am not aware of any violation of the standards of
the Company's Code of Ethics.

Date:_________________________________________

Name:_________________________________________


Position:_____________________________________


Address:______________________________________


Signature:____________________________________