EXHIBIT 10.8

                                 PROMISSORY NOTE


$________                                                As of February 28, 2005
                                                         New York, New York

         Israel Technology  Acquisition Corp.  ("Maker")  promises to pay to the
order of ___________ ("Payee") the principal sum of _______ Dollars and No Cents
($______)  in lawful  money of the United  States of  America,  on the terms and
conditions described below.

         1. PRINCIPAL.  The principal balance of this Note shall be repayable on
the earlier of (i) May 28, 2006 or (ii) the date on which Maker  consummates  an
initial public offering of its securities.

         2. INTEREST.  No interest shall accrue on the unpaid principal  balance
of this Note.

         3.  APPLICATION  OF PAYMENTS.  All payments  shall be applied  first to
payment in full of any costs  incurred  in the  collection  of any sum due under
this Note,  including (without limitation)  reasonable  attorneys' fees, then to
the  payment in full of any late  charges and  finally to the  reduction  of the
unpaid principal balance of this Note.

         4. EVENTS OF DEFAULT. The following shall constitute Events of Default:

                  (a) FAILURE TO MAKE REQUIRED PAYMENTS. Failure by Maker to pay
the principal of this Note within five (5) business days following the date when
due.

                  (b) VOLUNTARY BANKRUPTCY,  ETC. The commencement by Maker of a
voluntary  case  under  the  Federal  Bankruptcy  Code,  as now  constituted  or
hereafter  amended,  or  any  other  applicable  federal  or  state  bankruptcy,
insolvency, reorganization,  rehabilitation or other similar law, or the consent
by it to the  appointment  of or taking  possession  by a receiver,  liquidator,
assignee, trustee, custodian,  sequestrator (or other similar official) of Maker
or for  any  substantial  part  of its  property,  or  the  making  by it of any
assignment  for the benefit of creditors,  or the failure of Maker  generally to
pay its debts as such debts  become  due, or the taking of  corporate  action by
Maker in furtherance of any of the foregoing.

                  (c)  INVOLUNTARY  BANKRUPTCY,  ETC.  The  entry of a decree or
order for relief by a court  having  jurisdiction  in the premises in respect of
maker in an  involuntary  case  under the  Federal  Bankruptcy  Code,  as now or
hereafter  constituted,  or any other  applicable  federal or state  bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian,  trustee,  sequestrator  (or  similar  official)  of Maker or for any
substantial  part of its property,  or ordering the winding-up or liquidation of
its affairs,  and the  continuance  of any such decree or order  unstayed and in
effect for a period of 60 consecutive days.

         5. REMEDIES.

                  (a) Upon the  occurrence  of an Event of Default  specified in
Section 4(a), Payee may, by written notice to Maker, declare this Note to be due
and payable,  whereupon the

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principal amount of this Note, and all other amounts payable  thereunder,  shall
become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.

                  (b) Upon the  occurrence  of an Event of Default  specified in
Sections  4(b) and 4(c),  the unpaid  principal  balance  of, and all other sums
payable with regard to, this Note shall automatically and immediately become due
and payable, in all cases without any action on the part of Payee.

         6. WAIVERS.  Maker and all endorsers  and  guarantors  of, and sureties
for,  this Note waive  presentment  for  payment,  demand,  notice of  dishonor,
protest, and notice of protest with regard to the Note, all errors,  defects and
imperfections  in any  proceedings  instituted  by Payee under the terms of this
Note,  and all  benefits  that might accrue to Maker by virtue of any present or
future  laws  exempting  any  property,  real or  personal,  or any  part of the
proceeds arising from any sale of any such property,  from  attachment,  levy or
sale under  execution,  or providing for any stay of execution,  exemption  from
civil process, or extension of time for payment;  and Maker agrees that any real
estate that may be levied upon pursuant to a judgment obtained by virtue hereof,
on any writ of execution issued hereon,  may be sold upon any such writ in whole
or in part in any order desired by Payee.

         7.  UNCONDITIONAL  LIABILITY.   Maker  hereby  waives  all  notices  in
connection with the delivery, acceptance,  performance,  default, or enforcement
of  the  payment  of  this  Note,  and  agrees  that  its  liability   shall  be
unconditional, without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence,  extension of time, renewal, waiver
or  modification  granted or consented to by Payee,  and consents to any and all
extensions of time,  renewals,  waivers, or modifications that may be granted by
Payee with respect to the payment or other  provisions  of this Note,  and agree
that additional makers,  endorsers,  guarantors,  or sureties may become parties
hereto without notice to them or affecting their liability hereunder.

         8. NOTICES.  Any notice called for hereunder  shall be deemed  properly
given if (i) sent by certified mail, return receipt  requested,  (ii) personally
delivered,  (iii) dispatched by any form of private or governmental express mail
or delivery service providing receipted delivery,  (iv) sent by telefacsimile or
(v) sent by e-mail,  to the  following  addresses  or to such  other  address as
either party may designate by notice in accordance with this Section:


         If to Maker:

                   Israel Technology Acquisition Corp.
                   23 Karlibach St.
                   Tel Aviv 67132
                   Israel
                   Attn.:  Israel Frieder, Chairman of the Board

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<PAGE>

         If to Payee:

Notice  shall be  deemed  given on the  earlier  of (i)  actual  receipt  by the
receiving   party,   (ii)  the  date  shown  on  a  telefacsimile   transmission
confirmation, (iii) the date on which an e-mail transmission was received by the
receiving  party's  on-line access  provider (iv) the date reflected on a signed
delivery receipt,  or (vi) two (2) Business Days following tender of delivery or
dispatch by express mail or delivery service.

         9.  CONSTRUCTION.   This  Note  shall  be  construed  and  enforced  in
accordance with the domestic, internal law, but not the law of conflict of laws,
of the State of New York.

         10.  SEVERABILITY.  Any  provision  contained  in this  Note  which  is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         IN WITNESS WHEREOF,  Maker,  intending to be legally bound hereby,  has
caused this Note to be duly executed by its _______ the day and year first above
written.


                                        ISRAEL TECHNOLOGY ACQUISITION CORP.



                                        By: __________________________________
                                            Name:
                                            Title:



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