EXHIBIT 10.9

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is entered into
as of the ____ day of ______, 2005, by and among: Israel Technology  Acquisition
Corp., a Delaware  corporation  (the  "Company");  and the  undersigned  parties
listed under  Investor on the  signature  page hereto (each,  an "Investor"  and
collectively, the "Investors").

         WHEREAS, the Investors currently hold all of the issued and outstanding
securities of the Company;

         WHEREAS,  the  Investors  and the  Company  desire  to enter  into this
Agreement  to  provide  the  Investors  with  certain  rights  relating  to  the
registration of shares of Common Stock held by them;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1.  DEFINITIONS.  The following  capitalized terms used herein have the
following meanings:

                  "AGREEMENT"  means  this  Agreement,  as  amended,   restated,
supplemented, or otherwise modified from time to time.

                  "COMMISSION" means the Securities and Exchange Commission,  or
any other federal agency then  administering  the Securities Act or the Exchange
Act.

                  "COMMON  STOCK" means the common stock,  par value $0.0001 per
share, of the Company.

                  "COMPANY" is defined in the preamble to this Agreement.

                  "DEMAND REGISTRATION" is defined in Section 2.1.1.

                  "DEMANDING HOLDER" is defined in Section 2.1.1.

                  "EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.

                  "FORM S-3" is defined in Section 2.3.

                  "INDEMNIFIED PARTY" is defined in Section 4.3.

                  "INDEMNIFYING PARTY" is defined in Section 4.3.

                  "INVESTOR" is defined in the preamble to this Agreement.

                  "INVESTOR INDEMNIFIED PARTY" is defined in Section 4.1.

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                  "MAXIMUM NUMBER OF SHARES" is defined in Section 2.1.4.

                  "NOTICES" is defined in Section 6.3.

                  "PIGGY-BACK REGISTRATION" is defined in Section 2.2.1.

                  "REGISTER,"    "REGISTERED"   and   "REGISTRATION"    mean   a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document in compliance with the requirements of the Securities Act, and
the  applicable  rules  and  regulations   promulgated   thereunder,   and  such
registration statement becoming effective.

                  "REGISTRABLE  SECURITIES"  mean all of the  shares  of  Common
Stock owned or held by Investors.  Registrable  Securities include any warrants,
shares of capital stock or other  securities of the Company issued as a dividend
or other  distribution  with respect to or in exchange for or in  replacement of
such shares of Common Stock. As to any particular Registrable  Securities,  such
securities  shall cease to be  Registrable  Securities  when: (a) a Registration
Statement  with  respect  to the  sale  of such  securities  shall  have  become
effective  under the  Securities Act and such  securities  shall have been sold,
transferred,  disposed of or  exchanged  in  accordance  with such  Registration
Statement;  (b) such  securities  shall  have been  otherwise  transferred,  new
certificates  for them not bearing a legend  restricting  further transfer shall
have been delivered by the Company and subsequent  public  distribution  of them
shall not require  registration  under the Securities  Act; (c) such  securities
shall  have  ceased  to be  outstanding,  or (d)  the  Securities  and  Exchange
Commission makes a definitive  determination to the Company that the Registrable
Securities are salable under Rule 144(k).

                  "REGISTRATION  STATEMENT" means a registration statement filed
by the Company with the Commission in compliance with the Securities Act and the
rules and regulations  promulgated  thereunder for a public offering and sale of
Common  Stock (other than a  registration  statement on Form S-4 or Form S-8, or
their  successors,  or  any  registration  statement  covering  only  securities
proposed to be issued in exchange for securities or assets of another entity).

                  "RELEASE  DATE" means the date on which shares of Common Stock
are  disbursed  from escrow  pursuant to Section 3 of that certain  Stock Escrow
Agreement  dated as of  _____________,  2005 by and among the parties hereto and
Continental Stock Transfer & Trust Company.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated  thereunder,  all as
the same shall be in effect at the time.

                  "UNDERWRITER"  means a  securities  dealer who  purchases  any
Registrable  Securities as principal in an underwritten offering and not as part
of such dealer's market-making activities.

         2. REGISTRATION RIGHTS.

                  2.1 DEMAND REGISTRATION.

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                           2.1.1. REQUEST FOR REGISTRATION. At any time and from
time to time on or after  the date  that is three  months  prior to the  Release
Date, the holders of a  majority-in-interest  of the Registrable Securities held
by the Investors or the transferees of the Investors,  may make a written demand
for  registration  under the Securities Act of all or part of their  Registrable
Securities (a "DEMAND REGISTRATION"). Any demand for a Demand Registration shall
specify the number of shares of Registrable  Securities  proposed to be sold and
the intended  method(s)  of  distribution  thereof.  The Company will notify all
holders of Registrable  Securities of the demand, and each holder of Registrable
Securities  who wishes to include all or a portion of such holder's  Registrable
Securities  in the Demand  Registration  (each such holder  including  shares of
Registrable  Securities in such  registration,  a "DEMANDING  HOLDER")  shall so
notify the Company  within  fifteen (15) days after the receipt by the holder of
the notice from the Company.  Upon any such request, the Demanding Holders shall
be  entitled  to  have  their  Registrable  Securities  included  in the  Demand
Registration,  subject to Section  2.1.4 and the  provisos  set forth in Section
3.1.1.  The Company  shall not be  obligated to effect more than an aggregate of
two (2) Demand  Registrations under this Section 2.1.1 in respect of Registrable
Securities.

                           2.1.2.  EFFECTIVE  REGISTRATION.  A registration will
not count as a Demand  Registration until the Registration  Statement filed with
the  Commission  with  respect to such  Demand  Registration  has been  declared
effective  and the Company has complied with all of its  obligations  under this
Agreement  with  respect  thereto;  PROVIDED,   HOWEVER,  that  if,  after  such
Registration Statement has been declared effective,  the offering of Registrable
Securities  pursuant to a Demand  Registration  is  interfered  with by any stop
order or injunction of the Commission or any other governmental agency or court,
the  Registration  Statement  with respect to such Demand  Registration  will be
deemed not to have been  declared  effective,  unless  and until,  (i) such stop
order or injunction is removed,  rescinded or otherwise  terminated,  and (ii) a
majority-in-interest  of the Demanding Holders  thereafter elect to continue the
offering;  PROVIDED,  FURTHER, that the Company shall not be obligated to file a
second Registration Statement until a Registration Statement that has been filed
is counted as a Demand Registration or is terminated.

                           2.1.3.      UNDERWRITTEN      OFFERING.      If     a
majority-in-interest  of the  Demanding  Holders  so elect and such  holders  so
advise the Company as part of their  written  demand for a Demand  Registration,
the offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten  offering.  In such event,  the right of
any holder to include its Registrable  Securities in such registration  shall be
conditioned  upon  such  holder's  participation  in such  underwriting  and the
inclusion of such holder's  Registrable  Securities in the  underwriting  to the
extent provided  herein.  All Demanding  Holders  proposing to distribute  their
securities through such underwriting shall enter into an underwriting  agreement
in  customary  form  with the  Underwriter  or  Underwriters  selected  for such
underwriting  by a  majority-in-interest  of the holders  initiating  the Demand
Registration.

                           2.1.4.  REDUCTION OF OFFERING.  Subject to the rights
of the holders of  securities  issued or issuable upon exercise of those certain
Unit Purchase Options to be issued to EarlyBirdCapital, Inc. or its designees in
connection with the Company's  initial public offering in _________ 2005, if the
managing  Underwriter or Underwriters for a Demand Registration that is to be an
underwritten  offering advises the Company and the Demanding  Holders in writing
that the dollar amount or number of shares of Registrable  Securities  which the
Demanding Holders desire to sell, taken together with all other shares of Common
Stock or other  securities

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which the Company  desires to sell and the shares of Common Stock, if any, as to
which registration has been requested pursuant to written contractual piggy-back
registration  rights  held by other  shareholders  of the  Company who desire to
sell,  exceeds the maximum dollar amount or maximum number of shares that can be
sold in such offering without  adversely  affecting the proposed offering price,
the timing,  the  distribution  method,  or the  probability  of success of such
offering (such maximum dollar amount or maximum number of shares, as applicable,
the  "MAXIMUM  NUMBER  OF  SHARES"),  then the  Company  shall  include  in such
registration:   (i)  first,  the  Registrable  Securities  as  to  which  Demand
Registration has been requested by the Demanding Holders (PRO RATA in accordance
with the number of shares of Registrable  Securities which such Demanding Holder
has  requested  be included in such  registration,  regardless  of the number of
shares of Registrable Securities held by each Demanding Holder) that can be sold
without exceeding the Maximum Number of Shares;  (ii) second, to the extent that
the Maximum  Number of Shares has not been reached  under the  foregoing  clause
(i), the shares of Common Stock or other  securities that the Company desires to
sell that can be sold  without  exceeding  the Maximum  Number of Shares;  (iii)
third,  to the extent  that the  Maximum  Number of Shares has not been  reached
under the  foregoing  clauses (i) and (ii),  the shares of Common  Stock for the
account of other  persons that the Company is obligated to register  pursuant to
written contractual  arrangements with such persons and that can be sold without
exceeding the Maximum Number of Shares;  and (v) fourth,  to the extent that the
Maximum Number of Shares have not been reached under the foregoing  clauses (i),
(ii), and (iii),  the shares of Common Stock that other  shareholders  desire to
sell that can be sold without exceeding the Maximum Number of Shares.

                           2.1.5.  WITHDRAWAL.  If a majority-in-interest of the
Demanding  Holders  disapprove  of the  terms  of any  underwriting  or are  not
entitled to include all of their  Registrable  Securities in any offering,  such
majority-in-interest  of the  Demanding  Holders may elect to withdraw from such
offering  by  giving  written  notice  to the  Company  and the  Underwriter  or
Underwriters  of their  request to withdraw  prior to the  effectiveness  of the
Registration  Statement  filed with the  Commission  with respect to such Demand
Registration.  If the  majority-in-interest  of the Demanding  Holders withdraws
from  a  proposed  offering  relating  to  a  Demand  Registration,   then  such
registration  shall not count as a Demand  Registration  provided for in Section
2.1.1.

                  2.2 PIGGY-BACK REGISTRATION.

                           2.2.1.  PIGGY-BACK RIGHTS. If at any time on or after
the Release Date the Company proposes to file a Registration Statement under the
Securities Act with respect to an offering of equity  securities,  or securities
or other  obligations  exercisable or  exchangeable  for, or  convertible  into,
equity securities, by the Company for its own account or for shareholders of the
Company for their account (or by the Company and by  shareholders of the Company
including,   without  limitation,   pursuant  to  Section  2.1),  other  than  a
Registration Statement (i) filed in connection with any employee stock option or
other benefit plan, (ii) for an exchange offer or offering of securities  solely
to the Company's  existing  shareholders,  (iii) for an offering of debt that is
convertible  into  equity  securities  of the  Company  or (iv)  for a  dividend
reinvestment  plan,  then the  Company  shall  (x) give  written  notice of such
proposed filing to the holders of Registrable  Securities as soon as practicable
but in no event less than ten (10) days  before  the  anticipated  filing  date,
which notice shall  describe the amount and type of securities to be included in
such  offering,  the  intended  method(s) of  distribution,  and the name of the
proposed

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managing Underwriter or Underwriters,  if any, of the offering, and (y) offer to
the holders of Registrable Securities in such notice the opportunity to register
the sale of such number of shares of Registrable  Securities as such holders may
request in writing  within  five (5) days  following  receipt of such  notice (a
"PIGGY-BACK REGISTRATION").  The Company shall cause such Registrable Securities
to be included in such  registration and shall use its best efforts to cause the
managing  Underwriter or  Underwriters  of a proposed  underwritten  offering to
permit the  Registrable  Securities  requested  to be included  in a  Piggy-Back
Registration  to be  included  on the same terms and  conditions  as any similar
securities  of the Company and to permit the sale or other  disposition  of such
Registrable Securities in accordance with the intended method(s) of distribution
thereof.  All holders of Registrable  Securities  proposing to distribute  their
securities  through a Piggy-Back  Registration  that involves an  Underwriter or
Underwriters  shall enter into an underwriting  agreement in customary form with
the Underwriter or Underwriters selected for such Piggy-Back Registration.

                           2.2.2.  REDUCTION OF OFFERING.  Subject to the rights
of the holders of  securities  issued or issuable upon exercise of those certain
Unit Purchase Options to be issued to EarlyBirdCapital, Inc. or its designees in
connection with the Company's  initial public offering in _________ 2005, if the
managing Underwriter or Underwriters for a Piggy-Back Registration that is to be
an  underwritten  offering  advises the  Company and the holders of  Registrable
Securities in writing that the dollar amount or number of shares of Common Stock
which the Company  desires to sell,  taken together with shares of Common Stock,
if  any,  as to  which  registration  has  been  demanded  pursuant  to  written
contractual  arrangements  with  persons  other than the holders of  Registrable
Securities  hereunder,  the Registrable  Securities as to which registration has
been requested  under this Section 2.2, and the shares of Common Stock,  if any,
as to which registration has been requested pursuant to the written  contractual
piggy-back registration rights of other shareholders of the Company, exceeds the
Maximum  Number  of  Shares,   then  the  Company  shall  include  in  any  such
registration:

                                    (i) If the  registration  is undertaken  for
the Company's account: (A) first, the shares of Common Stock or other securities
that the Company desires to sell that can be sold without  exceeding the Maximum
Number of Shares;  (B) second,  to the extent that the Maximum  Number of Shares
has not been reached under the foregoing clause (A), the shares of Common Stock,
if any, including the Registrable Securities,  as to which registration has been
requested  pursuant to written  contractual  piggy-back  registration  rights of
security  holders  (pro rata in  accordance  with the number of shares of Common
Stock  which each such  person has  actually  requested  to be  included in such
registration, regardless of the number of shares of Common Stock with respect to
which such persons have the right to request  such  inclusion)  that can be sold
without exceeding the Maximum Number of Shares; and

                                    (ii)  If  the  registration  is  a  "demand"
registration  undertaken  at the  demand of persons  other  than the  holders of
Registrable  Securities pursuant to written  contractual  arrangements with such
persons,  (A) first, the shares of Common Stock for the account of the demanding
persons that can be sold without  exceeding  the Maximum  Number of Shares;  (B)
second,  to the extent  that the Maximum  Number of Shares has not been  reached
under the foregoing  clause (A), the shares of Common Stock or other  securities
that the Company desires to sell that can be sold without  exceeding the Maximum
Number of Shares; and (C) third, to the extent that the Maximum Number of Shares
has not been reached  under the

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foregoing  clauses  (A)  and  (B),  the  Registrable   Securities  as  to  which
registration  has been requested  under this Section 2.2 (PRO RATA in accordance
with the number of shares of Registrable  Securities  held by each such holder);
and (D) fourth,  to the extent  that the  Maximum  Number of Shares has not been
reached  under the  foregoing  clauses  (A),  (B) and (C),  the shares of Common
Stock, if any, as to which  registration has been requested  pursuant to written
contractual  piggy-back  registration  rights which other shareholders desire to
sell that can be sold without exceeding the Maximum Number of Shares.

                           2.2.3.   WITHDRAWAL.   Any   holder  of   Registrable
Securities  may  elect to  withdraw  such  holder's  request  for  inclusion  of
Registrable  Securities in any Piggy-Back  Registration by giving written notice
to the Company of such  request to withdraw  prior to the  effectiveness  of the
Registration  Statement.  The Company may also elect to withdraw a  registration
statement at any time prior to the effectiveness of the Registration  Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
by the holders of  Registrable  Securities  in connection  with such  Piggy-Back
Registration as provided in Section 3.3.

                  2.3  REGISTRATIONS  ON FORM S-3.  The  holders of  Registrable
Securities  may at any time and from time to time,  request in writing  that the
Company register the resale of any or all of such Registrable Securities on Form
S-3 or any similar  short-form  registration which may be available at such time
("FORM  S-3");  PROVIDED,  HOWEVER,  that the Company  shall not be obligated to
effect such  request  through an  underwritten  offering.  Upon  receipt of such
written  request,  the Company will promptly give written notice of the proposed
registration  to all other holders of  Registrable  Securities,  and, as soon as
practicable  thereafter,  effect the registration of all or such portion of such
holder's or holders'  Registrable  Securities  as are specified in such request,
together  with all or such portion of the  Registrable  Securities  of any other
holder or holders  joining in such request as are specified in a written request
given  within  fifteen (15) days after  receipt of such written  notice from the
Company;  PROVIDED,  HOWEVER,  that the Company shall not be obligated to effect
any such  registration  pursuant  to this  Section  2.3:  (i) if Form S-3 is not
available  for  such  offering;  or  (ii)  if the  holders  of  the  Registrable
Securities,  together  with the holders of any other  securities  of the Company
entitled  to  inclusion  in  such  registration,  propose  to  sell  Registrable
Securities  and such other  securities  (if any) at any  aggregate  price to the
public of less than $500,000.  Registrations  effected  pursuant to this Section
2.3 shall not be counted as Demand  Registrations  effected  pursuant to Section
2.1.

         3. REGISTRATION PROCEDURES.

                  3.1 FILINGS; INFORMATION.  Whenever the Company is required to
effect the registration of any Registrable Securities pursuant to Section 2, the
Company shall use its best efforts to effect the  registration  and sale of such
Registrable Securities in accordance with the intended method(s) of distribution
thereof  as  expeditiously  as  practicable,  and in  connection  with  any such
request:

                           3.1.1.  FILING  REGISTRATION  STATEMENT.  The Company
shall,  as  expeditiously  as possible  and in any event  within sixty (60) days
after  receipt of a request for a Demand  Registration  pursuant to Section 2.1,
prepare and file with the  Commission a  Registration  Statement on any form for
which the Company  then  qualifies or which  counsel for

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the Company  shall deem  appropriate  and which form shall be available  for the
sale of all  Registrable  Securities to be  registered  thereunder in accordance
with the intended  method(s)  of  distribution  thereof,  and shall use its best
efforts to cause such Registration  Statement to become and remain effective for
the period required by Section 3.1.3; PROVIDED,  HOWEVER, that the Company shall
have the right to defer any Demand  Registration for up to thirty (30) days, and
any Piggy-Back  Registration for such period as may be applicable to deferral of
any demand registration to which such Piggy-Back  Registration  relates, in each
case if the Company  shall  furnish to the holders a  certificate  signed by the
Chief Executive  Officer of the Company stating that, in the good faith judgment
of the Board of Directors of the Company, it would be materially  detrimental to
the Company and its shareholders for such Registration  Statement to be effected
at such time;  PROVIDED  FURTHER,  HOWEVER,  that the Company shall not have the
right to exercise the right set forth in the immediately  preceding proviso more
than once in any 365-day period in respect of a Demand Registration hereunder.

                           3.1.2.  COPIES.  The Company shall, prior to filing a
Registration  Statement or prospectus,  or any amendment or supplement  thereto,
furnish without charge to the holders of Registrable Securities included in such
registration,  and such  holders'  legal  counsel,  copies of such  Registration
Statement  as  proposed  to be filed,  each  amendment  and  supplement  to such
Registration  Statement  (in  each  case  including  all  exhibits  thereto  and
documents  incorporated by reference  therein),  the prospectus included in such
Registration Statement (including each preliminary  prospectus),  and such other
documents as the holders of Registrable Securities included in such registration
or legal  counsel for any such  holders may request in order to  facilitate  the
disposition of the Registrable Securities owned by such holders.

                           3.1.3. AMENDMENTS AND SUPPLEMENTS.  The Company shall
prepare and file with the Commission such amendments,  including  post-effective
amendments,  and supplements to such  Registration  Statement and the prospectus
used in  connection  therewith  as may be  necessary  to keep such  Registration
Statement  effective and in compliance with the provisions of the Securities Act
until  all  Registrable   Securities  and  other  securities   covered  by  such
Registration  Statement  have been disposed of in  accordance  with the intended
method(s) of distribution set forth in such Registration Statement (which period
shall not exceed the sum of one hundred eighty (180) days plus any period during
which any such disposition is interfered with by any stop order or injunction of
the Commission or any governmental agency or court) or such securities have been
withdrawn.

                           3.1.4.   NOTIFICATION.   After   the   filing   of  a
Registration  Statement,  the Company shall promptly,  and in no event more than
two (2)  business  days after such  filing,  notify the  holders of  Registrable
Securities  included in such  Registration  Statement of such filing,  and shall
further  notify such holders  promptly and confirm such advice in writing in all
events within two (2) business days of the  occurrence of any of the  following:
(i)  when  such  Registration   Statement  becomes  effective;   (ii)  when  any
post-effective amendment to such Registration Statement becomes effective; (iii)
the issuance or threatened issuance by the Commission of any stop order (and the
Company shall take all actions  required to prevent the entry of such stop order
or to remove it if  entered);  and (iv) any  request by the  Commission  for any
amendment  or  supplement  to  such  Registration  Statement  or any  prospectus
relating thereto or for additional  information or of the occurrence of an event
requiring the  preparation  of a supplement  or amendment to such  prospectus so
that, as thereafter  delivered to the  purchasers of

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the securities covered by such Registration Statement,  such prospectus will not
contain an untrue  statement  of a material  fact or omit to state any  material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  and  promptly  make  available  to the holders of  Registrable
Securities  included  in such  Registration  Statement  any such  supplement  or
amendment;  except  that  before  filing  with  the  Commission  a  Registration
Statement or  prospectus  or any  amendment  or  supplement  thereto,  including
documents incorporated by reference, the Company shall furnish to the holders of
Registrable  Securities included in such Registration Statement and to the legal
counsel for any such holders,  copies of all such documents proposed to be filed
sufficiently in advance of filing to provide such holders and legal counsel with
a reasonable  opportunity to review such documents and comment thereon,  and the
Company shall not file any Registration  Statement or prospectus or amendment or
supplement thereto, including documents incorporated by reference, to which such
holders or their legal counsel shall object.

                           3.1.5. STATE SECURITIES LAWS COMPLIANCE.  The Company
shall use its best efforts to (i) register or qualify the Registrable Securities
covered by the  Registration  Statement under such securities or "blue sky" laws
of such  jurisdictions  in the  United  States  as the  holders  of  Registrable
Securities  included in such Registration  Statement (in light of their intended
plan of  distribution)  may request and (ii) take such action necessary to cause
such  Registrable  Securities  covered  by  the  Registration  Statement  to  be
registered  with or approved by such other  Governmental  Authorities  as may be
necessary by virtue of the business and operations of the Company and do any and
all other acts and  things  that may be  necessary  or  advisable  to enable the
holders of Registrable  Securities  included in such  Registration  Statement to
consummate the disposition of such Registrable Securities in such jurisdictions;
PROVIDED,  HOWEVER,  that the Company shall not be required to qualify generally
to do business in any  jurisdiction  where it would not otherwise be required to
qualify  but for this  Section  3.1.5 or subject  itself to taxation in any such
jurisdiction.

                           3.1.6. AGREEMENTS FOR DISPOSITION.  The Company shall
enter into  customary  agreements  (including,  if applicable,  an  underwriting
agreement  in  customary  form) and take such other  actions  as are  reasonably
required in order to expedite or facilitate the disposition of such  Registrable
Securities. The representations,  warranties and covenants of the Company in any
underwriting agreement which are made to or for the benefit of any Underwriters,
to the  extent  applicable,  shall  also be made to and for the  benefit  of the
holders of Registrable  Securities included in such registration  statement.  No
holder of Registrable  Securities included in such registration  statement shall
be  required  to make any  representations  or  warranties  in the  underwriting
agreement  except,  if applicable,  with respect to such holder's  organization,
good standing,  authority, title to Registrable Securities,  lack of conflict of
such sale with such holder's material  agreements and organizational  documents,
and with respect to written information relating to such holder that such holder
has furnished in writing expressly for inclusion in such Registration Statement.

                           3.1.7.  COOPERATION.  The principal executive officer
of the Company,  the principal  financial officer of the Company,  the principal
accounting  officer of the  Company  and all other  officers  and members of the
management of the Company shall  cooperate  fully in any offering of Registrable
Securities hereunder,  which cooperation shall include, without limitation,  the
preparation of the Registration  Statement with respect to such offering and all
other offering

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materials   and  related   documents,   and   participation   in  meetings  with
Underwriters, attorneys, accountants and potential investors.

                           3.1.8.  RECORDS. The Company shall make available for
inspection  by  the  holders  of   Registrable   Securities   included  in  such
Registration  Statement,  any  Underwriter   participating  in  any  disposition
pursuant to such  registration  statement and any attorney,  accountant or other
professional  retained by any holder of Registrable  Securities included in such
Registration  Statement or any  Underwriter,  all financial  and other  records,
pertinent  corporate  documents  and  properties  of the  Company,  as  shall be
necessary to enable them to exercise  their due  diligence  responsibility,  and
cause the Company's officers,  directors and employees to supply all information
requested by any of them in connection with such Registration Statement.

                           3.1.9.  OPINIONS  AND  COMFORT  LETTERS.  The Company
shall  furnish  to  each  holder  of  Registrable  Securities  included  in  any
Registration  Statement a signed  counterpart,  addressed to such holder, of (i)
any opinion of counsel to the Company  delivered to any Underwriter and (ii) any
comfort letter from the Company's  independent public  accountants  delivered to
any Underwriter.  In the event no legal opinion is delivered to any Underwriter,
the Company shall furnish to each holder of Registrable  Securities  included in
such  Registration  Statement,  at any time  that  such  holder  elects to use a
prospectus,  an  opinion  of  counsel  to the  Company  to the  effect  that the
Registration  Statement  containing such prospectus has been declared  effective
and that no stop order is in effect.

                           3.1.10. EARNINGS STATEMENT.  The Company shall comply
with all applicable  rules and  regulations of the Commission and the Securities
Act, and make available to its shareholders, as soon as practicable, an earnings
statement  covering a period of twelve (12) months,  beginning  within three (3)
months after the effective date of the  registration  statement,  which earnings
statement  shall satisfy the  provisions of Section 11(a) of the  Securities Act
and Rule 158 thereunder.

                           3.1.11.  LISTING.  The  Company  shall  use its  best
efforts to cause all Registrable  Securities  included in any registration to be
listed on such exchanges or otherwise  designated for trading in the same manner
as similar securities issued by the Company are then listed or designated or, if
no  such  similar  securities  are  then  listed  or  designated,  in  a  manner
satisfactory to the holders of a majority of the Registrable Securities included
in such registration.

                  3.2  OBLIGATION TO SUSPEND  DISTRIBUTION.  Upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant
to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written
insider trading  compliance program adopted by the Company's Board of Directors,
of the  ability of all  "insiders"  covered by such  program to  transact in the
Company's   securities   because  of  the   existence  of  material   non-public
information,  each holder of Registrable Securities included in any registration
shall  immediately   discontinue  disposition  of  such  Registrable  Securities
pursuant to the  Registration  Statement  covering such  Registrable  Securities
until such holder receives the supplemented or amended  prospectus  contemplated
by Section 3.1.4(iv) or the restriction on the ability of "insiders" to transact
in the Company's  securities is removed,  as applicable,  and, if so directed by
the Company, each such holder will

                                       9
<PAGE>

deliver to the Company all copies, other than permanent file copies then in such
holder's  possession,  of the most recent  prospectus  covering such Registrable
Securities at the time of receipt of such notice.

                  3.3  REGISTRATION  EXPENSES.  The Company shall bear all costs
and expenses  incurred in connection  with any Demand  Registration  pursuant to
Section  2.1,  any  Piggy-Back  Registration  pursuant to Section  2.2,  and any
registration  on Form S-3  effected  pursuant to Section  2.3,  and all expenses
incurred  in  performing  or  complying  with its other  obligations  under this
Agreement,   whether  or  not  the  Registration  Statement  becomes  effective,
including,  without limitation:  (i) all registration and filing fees; (ii) fees
and expenses of compliance  with  securities or "blue sky" laws  (including fees
and  disbursements of counsel in connection with blue sky  qualifications of the
Registrable  Securities);  (iii) printing expenses;  (iv) the Company's internal
expenses  (including,  without  limitation,  all  salaries  and  expenses of its
officers and employees);  (v) the fees and expenses  incurred in connection with
the listing of the Registrable  Securities as required by Section  3.1.11;  (vi)
National   Association  of  Securities  Dealers,   Inc.  fees;  (vii)  fees  and
disbursements  of counsel for the Company and fees and expenses for  independent
certified public accountants  retained by the Company (including the expenses or
costs associated with the delivery of any opinions or comfort letters  requested
pursuant to Section 3.1.9);  (viii) the fees and expenses of any special experts
retained by the Company in connection with such  registration  and (ix) the fees
and   expenses   of  one  legal   counsel   selected   by  the   holders   of  a
majority-in-interest   of  the   Registrable   Securities   included   in   such
registration.  The  Company  shall have no  obligation  to pay any  underwriting
discounts or selling  commissions  attributable  to the  Registrable  Securities
being sold by the  holders  thereof,  which  underwriting  discounts  or selling
commissions  shall be borne by such holders.  Additionally,  in an  underwritten
offering,  all selling  shareholders  and the Company shall bear the expenses of
the underwriter  pro rata in proportion to the respective  amount of shares each
is selling in such offering.

                  3.4 INFORMATION.  The holders of Registrable  Securities shall
provide such  information as may reasonably be requested by the Company,  or the
managing  Underwriter,  if  any,  in  connection  with  the  preparation  of any
Registration  Statement,  including amendments and supplements thereto, in order
to effect the  registration of any Registrable  Securities  under the Securities
Act pursuant to Section 2 and in  connection  with the  Company's  obligation to
comply with federal and applicable state securities laws.

         4. INDEMNIFICATION AND CONTRIBUTION.

                  4.1  INDEMNIFICATION  BY THE  COMPANY.  The Company  agrees to
indemnify and hold  harmless each Investor and each other holder of  Registrable
Securities,  and  each of  their  respective  officers,  employees,  affiliates,
directors, partners, members, attorneys and agents, and each person, if any, who
controls an Investor and each other holder of Registrable Securities (within the
meaning of Section 15 of the  Securities  Act or Section 20 of the Exchange Act)
(each, an "INVESTOR INDEMNIFIED PARTY"), from and against any expenses,  losses,
judgments, claims, damages or liabilities, whether joint or several, arising out
of or based upon any untrue  statement  (or  allegedly  untrue  statement)  of a
material fact contained in any  Registration  Statement  under which the sale of
such  Registrable  Securities  was  registered  under the  Securities  Act,  any
preliminary prospectus,  final prospectus or summary prospectus contained in the

                                       10
<PAGE>

Registration  Statement,  or any amendment or  supplement  to such  Registration
Statement, or arising out of or based upon any omission (or alleged omission) to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading,  or any  violation  by the  Company of the
Securities Act or any rule or regulation  promulgated  thereunder  applicable to
the  Company  and  relating  to action or  inaction  required  of the Company in
connection with any such registration;  and the Company shall promptly reimburse
the Investor  Indemnified Party for any legal and any other expenses  reasonably
incurred by such Investor Indemnified Party in connection with investigating and
defending any such expense, loss, judgment,  claim, damage, liability or action;
PROVIDED,  HOWEVER,  that the Company will not be liable in any such case to the
extent that any such expense,  loss, claim, damage or liability arises out of or
is based upon any untrue  statement or allegedly untrue statement or omission or
alleged omission made in such Registration  Statement,  preliminary  prospectus,
final prospectus, or summary prospectus, or any such amendment or supplement, in
reliance upon and in conformity with  information  furnished to the Company,  in
writing,  by such selling  holder  expressly  for use therein.  The Company also
shall indemnify any Underwriter of the Registrable  Securities,  their officers,
affiliates, directors, partners, members and agents and each person who controls
such Underwriter on substantially the same basis as that of the  indemnification
provided above in this Section 4.1.

                  4.2 INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. Each
selling  holder  of  Registrable   Securities   will,  in  the  event  that  any
registration  is being  effected  under  the  Securities  Act  pursuant  to this
Agreement of any Registrable  Securities held by such selling holder,  indemnify
and hold  harmless  the  Company,  each of its  directors  and officers and each
underwriter  (if any), and each other person,  if any, who controls such selling
holder or such underwriter within the meaning of the Securities Act, against any
losses,  claims,  judgments,  damages or liabilities,  whether joint or several,
insofar as such losses, claims, judgments, damages or liabilities (or actions in
respect  thereof)  arise  out of or are  based  upon  any  untrue  statement  or
allegedly  untrue  statement of a material  fact  contained in any  Registration
Statement  under which the sale of such  Registrable  Securities  was registered
under the  Securities  Act, any  preliminary  prospectus,  final  prospectus  or
summary prospectus contained in the Registration  Statement, or any amendment or
supplement to the Registration  Statement, or arise out of or are based upon any
omission or the alleged  omission to state a material fact required to be stated
therein or  necessary  to make the  statement  therein  not  misleading,  if the
statement  or  omission  was  made  in  reliance  upon  and in  conformity  with
information furnished in writing to the Company by such selling holder expressly
for use therein,  and shall  reimburse the Company,  its directors and officers,
and each such  controlling  person  for any legal or other  expenses  reasonably
incurred by any of them in connection with  investigation  or defending any such
loss, claim, damage,  liability or action. Each selling holder's indemnification
obligations hereunder shall be several and not joint and shall be limited to the
amount of any net proceeds actually received by such selling holder.

                  4.3 CONDUCT OF  INDEMNIFICATION  PROCEEDINGS.  Promptly  after
receipt by any person of any notice of any loss,  claim,  damage or liability or
any action in respect of which  indemnity may be sought  pursuant to Section 4.1
or 4.2,  such  person (the  "INDEMNIFIED  PARTY")  shall,  if a claim in respect
thereof is to be made  against any other person for  indemnification  hereunder,
notify  such other  person  (the  "INDEMNIFYING  PARTY") in writing of the loss,
claim,  judgment,  damage,  liability  or action;  PROVIDED,  HOWEVER,  that the
failure by the Indemnified

                                       11
<PAGE>

Party to notify the Indemnifying  Party shall not relieve the Indemnifying Party
from any liability  which the  Indemnifying  Party may have to such  Indemnified
Party  hereunder,  except and solely to the  extent  the  Indemnifying  Party is
actually  prejudiced  by such  failure.  If the  Indemnified  Party  is  seeking
indemnification  with  respect  to any  claim  or  action  brought  against  the
Indemnified  Party, then the Indemnifying Party shall be entitled to participate
in such claim or action,  and,  to the extent that it wishes,  jointly  with all
other  Indemnifying  Parties,  to assume  control of the  defense  thereof  with
counsel   satisfactory  to  the  Indemnified   Party.   After  notice  from  the
Indemnifying Party to the Indemnified Party of its election to assume control of
the defense of such claim or action,  the Indemnifying Party shall not be liable
to the Indemnified Party for any legal or other expenses  subsequently  incurred
by the  Indemnified  Party in  connection  with the defense  thereof  other than
reasonable  costs of  investigation;  PROVIDED,  HOWEVER,  that in any action in
which  both the  Indemnified  Party  and the  Indemnifying  Party  are  named as
defendants,  the  Indemnified  Party  shall  have the right to  employ  separate
counsel  (but  no  more  than  one  such  separate  counsel)  to  represent  the
Indemnified  Party and its  controlling  persons who may be subject to liability
arising  out of any claim in  respect  of which  indemnity  may be sought by the
Indemnified Party against the Indemnifying  Party, with the fees and expenses of
such  counsel to be paid by such  Indemnifying  Party if, based upon the written
opinion of counsel of such Indemnified Party,  representation of both parties by
the same counsel  would be  inappropriate  due to actual or potential  differing
interests between them. No Indemnifying  Party shall,  without the prior written
consent of the  Indemnified  Party,  consent to entry of  judgment or effect any
settlement of any claim or pending or threatened  proceeding in respect of which
the  Indemnified  Party is or could have been a party and  indemnity  could have
been  sought  hereunder  by such  Indemnified  Party,  unless  such  judgment or
settlement includes an unconditional  release of such Indemnified Party from all
liability arising out of such claim or proceeding.

                  4.4 CONTRIBUTION.

                           4.4.1.  If the  indemnification  provided  for in the
foregoing  Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified  Party in
respect of any loss, claim, damage, liability or action referred to herein, then
each such Indemnifying  Party, in lieu of indemnifying  such Indemnified  Party,
shall  contribute to the amount paid or payable by such  Indemnified  Party as a
result of such loss, claim, damage, liability or action in such proportion as is
appropriate  to reflect the relative  fault of the  Indemnified  Parties and the
Indemnifying  Parties in connection with the actions or omissions which resulted
in such loss, claim, damage,  liability or action, as well as any other relevant
equitable  considerations.  The relative fault of any Indemnified  Party and any
Indemnifying  Party shall be  determined  by reference  to, among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by such Indemnified Party or such  Indemnifying  Party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.

                           4.4.2.  The parties hereto agree that it would not be
just and equitable if contribution  pursuant to this Section 4.4 were determined
by PRO RATA allocation or by any other method of allocation  which does not take
account of the equitable considerations referred to in the immediately preceding
Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of
any loss,  claim,  damage,  liability or action  referred to in the  immediately
preceding

                                       12
<PAGE>

paragraph  shall be deemed to  include,  subject  to the  limitations  set forth
above,  any  legal or  other  expenses  incurred  by such  Indemnified  Party in
connection   with   investigating   or  defending  any  such  action  or  claim.
Notwithstanding  the  provisions  of this Section 4.4, no holder of  Registrable
Securities  shall be required to  contribute  any amount in excess of the dollar
amount of the net proceeds (after payment of any underwriting  fees,  discounts,
commissions  or  taxes)  actually  received  by such  holder  from  the  sale of
Registrable  Securities  which  gave rise to such  contribution  obligation.  No
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who was not guilty of such fraudulent misrepresentation.

         5. UNDERWRITING AND DISTRIBUTION.

                  5.1 RULE 144.  The  Company  covenants  that it shall file any
reports required to be filed by it under the Securities Act and the Exchange Act
and shall take such further action as the holders of Registrable  Securities may
reasonably request,  all to the extent required from time to time to enable such
holders to sell Registrable Securities without registration under the Securities
Act within  the  limitation  of the  exemptions  provided  by Rule 144 under the
Securities  Act, as such Rules may be amended from time to time,  or any similar
Rule or regulation hereafter adopted by the Commission.

         6. MISCELLANEOUS.

                  6.1 OTHER  REGISTRATION  RIGHTS.  Except for the  registration
rights granted to EarlyBirdCapital,  Inc. pursuant to that certain unit purchase
option  issued,  or to be issued,  by the Company,  the Company  represents  and
warrants that no person, other than a holder of the Registrable Securities,  has
any right to require the Company to register any shares of the Company's capital
stock  for sale or to  include  shares  of the  Company's  capital  stock in any
registration  filed by the Company  for the sale of shares of capital  stock for
its own account or for the account of any other person.

                  6.2 ASSIGNMENT;  NO THIRD PARTY BENEFICIARIES.  This Agreement
and the  rights,  duties and  obligations  of the Company  hereunder  may not be
assigned or delegated by the Company in whole or in part. This Agreement and the
rights,  duties  and  obligations  of  the  holders  of  Registrable  Securities
hereunder  may be freely  assigned or  delegated  by such holder of  Registrable
Securities in conjunction  with and to the extent of any transfer of Registrable
Securities by any such holder. This Agreement and the provisions hereof shall be
binding  upon and shall  inure to the  benefit of each of the  parties and their
respective  successors  and the  permitted  assigns of the Investor or holder of
Registrable  Securities  or of  any  assignee  of  the  Investor  or  holder  of
Registrable  Securities.  This Agreement is not intended to confer any rights or
benefits on any persons that are not party  hereto  other than as expressly  set
forth in Article 4 and this Section 6.2.

                  6.3  NOTICES.  All  notices,  demands,   requests,   consents,
approvals  or  other  communications   (collectively,   "NOTICES")  required  or
permitted  to be given  hereunder  or  which  are  given  with  respect  to this
Agreement  shall be in writing  and shall be  personally  served,  delivered  by
reputable  air courier  service with charges  prepaid,  or  transmitted  by hand
delivery, telegram, telex or facsimile, addressed as set forth below, or to such
other  address  as such party

                                       13
<PAGE>

shall have  specified  most recently by written  notice.  Notice shall be deemed
given on the date of service or transmission if personally served or transmitted
by telegram, telex or facsimile;  PROVIDED, that if such service or transmission
is not on a business day or is after  normal  business  hours,  then such notice
shall be  deemed  given on the  next  business  day.  Notice  otherwise  sent as
provided herein shall be deemed given on the next business day following  timely
delivery  of such notice to a reputable  air courier  service  with an order for
next-day delivery.


                           To the Company:

                           Israel Technology Acquisition Corp.
                           23 Karlibach St.
                           Tel Aviv 67132
                           Israel
                           Attention: Chairman

                           with a copy to:

                           Kramer Levin Naftalis & Frankel LLP
                           919 Third Avenue
                           New York, New York 10022
                           Attn: Richard Gilden, Esq.

                                                                       ; and

                           Graubard Miller
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, NY 10174
                           Attention: David Alan Miller, Esq.


                           To an Investor, to:

                           Israel Frieder                              ; or
                           Israel Technology Acquisition Corp.
                           23 Karlibach St.
                           Tel Aviv 67132
                           Israel

                           Glen Shear                                  ; or
                           Israel Technology Acquisition Corp.
                           23 Karlibach St.
                           Tel Aviv 67132
                           Israel

                                       14
<PAGE>

                           Dael Schnider                               ; or
                           Israel Technology Acquisition Corp.
                           23 Karlibach St.
                           Tel Aviv 67132
                           Israel

                           Victor Halpert
                           79 Madison Avenue, 6th Floor
                           New York, New York 10016

                           with a copy to:

                           Graubard Miller
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, NY 10174
                           Attention: David Alan Miller, Esq.


                  6.4  SEVERABILITY.  This Agreement shall be deemed  severable,
and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or  enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision,  the parties  hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or  unenforceable
provision as may be possible and be valid and enforceable.

                  6.5  COUNTERPARTS.  This Agreement may be executed in multiple
counterparts,  each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.

                  6.6 ENTIRE AGREEMENT. This Agreement (including all agreements
entered into pursuant  hereto and all  certificates  and  instruments  delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede all prior and contemporaneous
agreements,  representations,   understandings,   negotiations  and  discussions
between the parties, whether oral or written.

                  6.7 MODIFICATIONS AND AMENDMENTS.  No amendment,  modification
or termination of this Agreement shall be binding upon any party unless executed
in writing by such party.

                  6.8 TITLES AND  HEADINGS.  Titles and  headings of sections of
this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.

                  6.9 WAIVERS AND  EXTENSIONS.  Any party to this  Agreement may
waive any  right,  breach or  default  which  such party has the right to waive,
PROVIDED that such waiver will not be effective against the waiving party unless
it is in  writing,  is signed by such  party,  and  specifically  refers to this
Agreement.  Waivers may be made in advance or after the right  waived has arisen
or the breach or default waived has occurred. Any waiver may be conditional.  No

                                       15
<PAGE>

waiver of any breach of any  agreement or provision  herein  contained  shall be
deemed a waiver of any preceding or succeeding  breach  thereof nor of any other
agreement  or  provision  herein  contained.  No waiver or extension of time for
performance of any  obligations or acts shall be deemed a waiver or extension of
the time for performance of any other obligations or acts.

                  6.10 REMEDIES CUMULATIVE.  In the event that the Company fails
to observe or perform any  covenant  or  agreement  to be observed or  performed
under this Agreement, the Investor or any other holder of Registrable Securities
may  proceed to protect  and  enforce  its rights by suit in equity or action at
law, whether for specific performance of any term contained in this Agreement or
for an injunction  against the breach of any such term or in aid of the exercise
of any  power  granted  in this  Agreement  or to  enforce  any  other  legal or
equitable  right,  or to take  any one or more of such  actions,  without  being
required to post a bond. None of the rights,  powers or remedies conferred under
this Agreement shall be mutually exclusive, and each such right, power or remedy
shall be cumulative and in addition to any other right, power or remedy, whether
conferred by this Agreement or now or hereafter  available at law, in equity, by
statute or otherwise.

                  6.11  GOVERNING  LAW.  This  Agreement  shall be governed  by,
interpreted  under,  and construed in  accordance  with the internal laws of the
State of New York applicable to agreements  made and to be performed  within the
State of New York, without giving effect to any choice-of-law provisions thereof
that  would  compel  the  application  of the  substantive  laws  of  any  other
jurisdiction.

                  6.12 WAIVER OF TRIAL BY JURY.  Each party  hereby  irrevocably
and  unconditionally  waives the right to a trial by jury in any  action,  suit,
counterclaim or other proceeding (whether based on contract,  tort or otherwise)
arising out of,  connected with or relating to this Agreement,  the transactions
contemplated  hereby,  or the  actions  of  the  Investor  in  the  negotiation,
administration, performance or enforcement hereof.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       16
<PAGE>

         IN WITNESS WHEREOF,  the parties have caused this  Registration  Rights
Agreement to be executed and delivered by their duly authorized  representatives
as of the date first written above.

                                         ISRAEL TECHNOLOGY ACQUISITION CORP.
                                         A Delaware corporation


                                         By: ______________________________
                                             Israel Frieder, Chairman

                                             INITIAL STOCKHOLDERS:



                                             ___________________________
                                             Israel Frieder


                                             ___________________________
                                             Glen Shear


                                             ___________________________
                                             Dael Schnider


                                             ___________________________
                                             Victor Halpert



                                       17