CODE OF ETHICS

1.   INTRODUCTION

The Board of Directors of Ithaka Acquisition Corp. has adopted this code of
ethics (the "Code"), which is applicable to all directors, officers and
employees, to:

     o    promote honest and ethical conduct, including the ethical handling of
          actual or apparent conflicts of interest between personal and
          professional relationships;

     o    promote the full, fair, accurate, timely and understandable disclosure
          in reports and documents that the Company files with, or submits to,
          the Securities and Exchange Commission ("SEC"), as well as in other
          public communications made by or on behalf of the Company;

     o    promote compliance with applicable governmental laws, rules and
          regulations;

     o    deter wrongdoing; and

     o    require prompt internal reporting of breaches of, and accountability
          for adherence to, this Code.

This Code may be amended only by resolution of the Company's Board of Directors.
In this Code, references to the "Company" means Ithaka Acquisition Corp. (the
"Parent") and, in appropriate context, the Parent's subsidiaries.

2.   HONEST, ETHICAL AND FAIR CONDUCT

Each person owes a duty to the Company to act with integrity. Integrity
requires, among other things, being honest, fair and candid. Deceit, dishonesty
and subordination of principle are inconsistent with integrity. Service to the
Company never should be subordinated to personal gain and advantage.

Each person must:

     o    Act with integrity, including being honest and candid while still
          maintaining the confidentiality of the Company's information where
          required or in the Company's interests.

     o    Observe all applicable governmental laws, rules and regulations.

     o    Comply with the requirements of applicable accounting and auditing
          standards, as well as Company policies, in order to maintain the
          accuracy and completeness of the Company's financial records and other
          business-related information and data.

     o    Adhere to a high standard of business ethics and not seek competitive
          advantage through unlawful or unethical business practices.


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     o    Deal fairly with the Company's customers, suppliers, competitors and
          employees.

     o    Refrain from taking advantage of anyone through manipulation,
          concealment, abuse of privileged information, misrepresentation of
          material facts or any other unfair-dealing practice.

     o    Protect the assets of the Company and ensure their proper use.

     o    Refrain from taking for themselves personally opportunities that are
          discovered through the use of corporate assets or using corporate
          assets, information or position for general personal gain outside the
          scope of employment with the Company.

     o    Avoid conflicts of interest, wherever possible, except under
          guidelines approved by the Board of Directors (or the appropriate
          committee of the Board). Anything that would be a conflict for a
          person subject to this Code also will be a conflict if it is related
          to a member of his or her family or a close relative. Examples of
          conflict of interest situations include, but are not limited to, the
          following:

               o    any significant ownership interest in any supplier or
                    customer;

               o    any consulting or employment relationship with any customer,
                    supplier or competitor;

               o    any outside business activity that detracts from an
                    individual's ability to devote appropriate time and
                    attention to his or her responsibilities with the Company;

               o    the receipt of any money, non-nominal gifts or excessive
                    entertainment from any company with which the Company has
                    current or prospective business dealings;

               o    being in the position of supervising, reviewing or having
                    any influence on the job evaluation, pay or benefit of any
                    close relative;

               o    selling anything to the Company or buying anything from the
                    Company, except on the same terms and conditions as
                    comparable officers or directors are permitted to so
                    purchase or sell; and

               o    any other circumstance, event, relationship or situation in
                    which the personal interest of a person subject to this Code
                    interferes - or even appears to interfere - with the
                    interests of the Company as a whole.


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3.   DISCLOSURE

The Company strives to ensure that the contents of and the disclosures in the
reports and documents that the Company files with the SEC and other public
communications shall be full, fair, accurate, timely and understandable in
accordance with applicable disclosure standards, including standards of
materiality, where appropriate. Each person must:

     o    not knowingly misrepresent, or cause others to misrepresent, facts
          about the Company to others, whether within or outside the Company,
          including to the Company's independent auditors, governmental
          regulators, self-regulating organizations and other governmental
          officials, as appropriate; and

     o    in relation to his or her area of responsibility, properly review and
          critically analyze proposed disclosure for accuracy and completeness.

In addition to the foregoing, the Chairman of the Board of Directors of the
Parent and each subsidiary of Parent (or similar person performing similar
functions), and each other person that typically is involved in the financial
reporting of the Company must familiarize himself or herself with the disclosure
requirements applicable to the Company as well as the business and financial
operations of the Company.

Each person must promptly bring to the attention of the Chairman of the Audit
Committee of Parent's Board of Directors (or the Chairman of the Parent's Board
of Directors if no Audit Committee exists) any information he or she may have
concerning (a) significant deficiencies in the design or operation of internal
and/or disclosure controls which could adversely affect the Company's ability to
record, process, summarize and report financial data or (b) any fraud, whether
or not material, that involves management or other employees who have a
significant role in the Company's financial reporting, disclosures or internal
controls.

4.   COMPLIANCE

It is the Company's obligation and policy to comply with all applicable
governmental laws, rules and regulations. It is the personal responsibility of
each person to, and each person must, adhere to the standards and restrictions
imposed by those laws, rules and regulations, including those relating to
accounting and auditing matters.

5.   REPORTING AND ACCOUNTABILITY

The Board of Directors or Audit Committee, if one exists, of the Parent is
responsible for applying this Code to specific situations in which questions are
presented to it and has the authority to interpret this Code in any particular
situation. Any person who becomes aware of any existing or potential breach of
this Code is required to notify the Chairman of the Board of Directors or Audit
Committee promptly. Failure to do so is itself a breach of this Code.

Specifically, each person must:

     o    Notify the Chairman promptly of any existing or potential violation of
          this Code.

     o    Not retaliate against any other person for reports of potential
          violations that are made in good faith.


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The Company will follow the following procedures in investigating and enforcing
this Code and in reporting on the Code:

     o    The Board of Directors or Audit Committee, if one exists, will take
          all appropriate action to investigate any breaches reported to it.

     o    If the Audit Committee, if one exists, determines (by majority
          decision) that a breach has occurred, it will inform the Board of
          Directors.

     o    Upon being notified that a breach has occurred, the Board (by majority
          decision) will take or authorize such disciplinary or preventive
          action as it deems appropriate, after consultation with the Audit
          Committee (if one exists) and/or General Counsel, up to and including
          dismissal or, in the event of criminal or other serious violations of
          law, notification of the SEC or other appropriate law enforcement
          authorities.

No person following the above procedure shall, as a result of following such
procedure, be subject by the Company or any officer or employee thereof to
discharge, demotion suspension, threat, harassment or, in any manner,
discrimination against such person in terms and conditions of employment.

6.   WAIVERS AND AMENDMENTS

Any waiver (defined below) or an implicit waiver (defined below) from a
provision of this Code for the principal executive officer, principal financial
officer, principal accounting officer or controller, and persons performing
similar functions or any amendment (as defined below) to this Code is required
to be disclosed in the Company's Annual Report on Form 10-KSB or in a Current
Report on Form 8-K filed with the SEC.

A "waiver" means the approval by the Company's Board of Directors of a material
departure from a provision of the Code. An "implicit waiver" means the Company's
failure to take action within a reasonable period of time regarding a material
departure from a provision of the Code that has been made known to an executive
officer of the Company. An "amendment" means any amendment to this Code other
than minor technical, administrative or other non-substantive amendments hereto.

All persons should note that it is NOT the Company's intention to grant or to
permit waivers from the requirements of this Code. The Company expects full
compliance with this Code.

7.   OTHER POLICIES AND PROCEDURES

Any other policy or procedure set out by the Company in writing or made
generally known to employees, officers or directors of the Company prior to the
date hereof or hereafter are separate requirements and remain in full force and
effect.

8.   INQUIRIES

All inquiries and questions in relation to this Code or its applicability to
particular people or situations should be addressed to the Parent's Secretary.