EXHIBIT 20.1
CODE OF ETHICAL CONDUCT

                             CODE OF ETHICAL CONDUCT
                 Safe Alternatives Corporation of America, Inc.
OVERVIEW

Safe  Alternatives  Corporation of America,  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  judgment 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.  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.


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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.

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 CERTIFICATIONI 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 (print):____________________________
Position:________________________________
Address:_________________________________
Signature:_______________________________