EXHIBIT 10.6

                             STOCK ESCROW AGREEMENT

                  STOCK  ESCROW   AGREEMENT,   dated  as  of   _________,   2005
("Agreement"),  by and among ISRAEL  TECHNOLOGY  ACQUISITION  CORP.,  a Delaware
corporation  ("Company"),  ISRAEL FRIEDER,  GLEN SHEAR, DAEL SCHNIDER and VICTOR
HALPERT (collectively  "Initial  Stockholders") and CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, a New York corporation ("Escrow Agent").

                  WHEREAS,   the  Company  has  entered  into  an   Underwriting
Agreement,   dated   _____________,   2005  ("Underwriting   Agreement"),   with
EarlyBirdCapital,   Inc.  ("EBC")  acting  as   representative  of  the  several
underwriters (collectively, the "Underwriters"),  pursuant to which, among other
matters,  the Underwriters have agreed to purchase  3,000,000 units ("Units") of
the Company.  Each Unit consists of one share of the Company's common stock, par
value  $.0001 per share  ("Common  Stock"),  and two  Warrants,  each Warrant to
purchase one share of Common Stock, all as more fully described in the Company's
final Prospectus,  dated _____________,  2005 ("Prospectus")  comprising part of
the Company's  Registration  Statement on Form S-1 (File No.  333-_______) under
the  Securities  Act of 1933, as amended  ("Registration  Statement"),  declared
effective on _____________, 2005 ("Effective Date").

                  WHEREAS,  the Initial  Stockholders have agreed as a condition
of the sale of the Units to deposit their shares of Common Stock of the Company,
as set forth  opposite  their  respective  names in  Exhibit A  attached  hereto
(collectively "Escrow Shares"), in escrow as hereinafter provided.

                  WHEREAS,  the Company and the Initial Stockholders desire that
the Escrow Agent accept the Escrow Shares,  in escrow,  to be held and disbursed
as hereinafter provided.

                  IT IS AGREED:

         1.   APPOINTMENT   OF  ESCROW  AGENT.   The  Company  and  the  Initial
Stockholders  hereby  appoint  the Escrow  Agent to act in  accordance  with and
subject to the terms of this  Agreement and the Escrow Agent hereby accepts such
appointment and agrees to act in accordance with and subject to such terms.

         2. DEPOSIT OF ESCROW SHARES.  On or before the Effective  Date, each of
the  Initial  Stockholders  shall  deliver  to  the  Escrow  Agent  certificates
representing his respective  Escrow Shares,  to be held and disbursed subject to
the  terms  and  conditions  of  this   Agreement.   Each  Initial   Stockholder
acknowledges that the certificate  representing his Escrow Shares is legended to
reflect the deposit of such Escrow Shares under this Agreement.

         3.  DISBURSEMENT OF THE ESCROW SHARES.  The Escrow Agent shall hold the
Escrow  Shares  until the  third  anniversary  of the  Effective  Date  ("Escrow
Period"),  on which date it shall,  upon written  instructions from each Initial
Stockholder,  disburse each of the Initial  Stockholder's  Escrow Shares to such
Initial Stockholder;  provided, however, that if the Escrow Agent is notified by
the Company  pursuant to Section 6.7 hereof that the Company is being liquidated
at any time  during the Escrow  Period,  then the Escrow  Agent  shall  promptly
destroy the  certificates  representing  the Escrow  Shares;  provided  further,
however,  that if, after the Company consummates a Business Combination (as such
term is defined in the  Registration  Statement),  it (or the surviving  entity)
subsequently consummates a liquidation,  merger, stock exchange or other similar
transaction  which results in all of the  stockholders of such entity having the
right to

<PAGE>

exchange  their shares of Common Stock for cash,  securities or other  property,
then the Escrow Agent will, upon receipt of a certificate, executed by the Chief
Executive Officer or Chief Financial Officer of the Company,  in form reasonably
acceptable to the Escrow Agent, that such transaction is then being consummated,
release the Escrow Shares to the Initial  Stockholders  upon consummation of the
transaction so that they can similarly participate.  The Escrow Agent shall have
no further duties  hereunder after the disbursement or destruction of the Escrow
Shares in accordance with this Section 3.

         4. RIGHTS OF INITIAL STOCKHOLDERS IN ESCROW SHARES.

                  4.1 VOTING  RIGHTS AS A  STOCKHOLDER.  Subject to the terms of
the  Insider  Letter  described  in  Section  4.4  hereof  and  except as herein
provided,  the  Initial  Stockholders  shall  retain  all  of  their  rights  as
stockholders  of the  Company  during  the  Escrow  Period,  including,  without
limitation, the right to vote such shares.

                  4.2 DIVIDENDS AND OTHER DISTRIBUTIONS IN RESPECT OF THE ESCROW
SHARES.  During the Escrow Period, all dividends payable in cash with respect to
the Escrow Shares shall be paid to the Initial  Stockholders,  but all dividends
payable in stock or other  non-cash  property  ("Non-Cash  Dividends")  shall be
delivered to the Escrow Agent to hold in accordance  with the terms  hereof.  As
used herein,  the term "Escrow  Shares"  shall be deemed to include the Non-Cash
Dividends distributed thereon, if any.

                  4.3  RESTRICTIONS  ON TRANSFER.  During the Escrow Period,  no
sale,  transfer  or other  disposition  may be made of any or all of the  Escrow
Shares except (i) by gift to a member of Initial Stockholder's  immediate family
or to a trust, the beneficiary of which is an Initial Stockholder or a member of
an Initial Stockholder's immediate family, (ii) by virtue of the laws of descent
and distribution upon death of any Initial  Stockholder,  or (iii) pursuant to a
qualified  domestic  relations order;  PROVIDED,  HOWEVER,  that such permissive
transfers  may be  implemented  only upon the  respective  transferee's  written
agreement to be bound by the terms and  conditions of this  Agreement and of the
Insider Letter signed by the Initial Stockholder transferring the Escrow Shares.

                  4.4  INSIDER  LETTERS.  Each of the Initial  Stockholders  has
executed a letter  agreement  with EBC and the  Company,  dated as  indicated on
Exhibit A hereto, and which is filed as an exhibit to the Registration Statement
("Insider  Letter"),  respecting  the rights  and  obligations  of such  Initial
Stockholder in certain  events,  including but not limited to the liquidation of
the Company.

         5. CONCERNING THE ESCROW AGENT.

                  5.1 GOOD FAITH RELIANCE.  The Escrow Agent shall not be liable
for any action  taken or omitted by it in good faith and in the  exercise of its
own best judgment,  and may rely  conclusively  and shall be protected in acting
upon any  order,  notice,  demand,  certificate,  opinion  or advice of  counsel
(including counsel chosen by the Escrow Agent), statement, instrument, report or
other paper or document  (not only as to its due  execution and the validity and
effectiveness of its provisions,  but also as to the truth and  acceptability of
any information  therein  contained) which is believed by the Escrow Agent to be
genuine  and to be signed or  presented  by the proper  person or  persons.  The
Escrow  Agent  shall  not be bound  by any  notice  or  demand,  or any  waiver,
modification,  termination or rescission of this Agreement unless evidenced by a
writing delivered

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<PAGE>

to the Escrow  Agent signed by the proper party or parties and, if the duties or
rights of the Escrow  Agent are  affected,  unless it shall have given its prior
written consent thereto.

                   5.2  INDEMNIFICATION.  The Escrow Agent shall be  indemnified
and held  harmless by the  Company  from and  against  any  expenses,  including
counsel  fees  and  disbursements,  or loss  suffered  by the  Escrow  Agent  in
connection with any action,  suit or other proceeding  involving any claim which
in any way, directly or indirectly,  arises out of or relates to this Agreement,
the  services of the Escrow  Agent  hereunder,  or the Escrow  Shares held by it
hereunder,  other than expenses or losses  arising from the gross  negligence or
willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow
Agent of notice of any demand or claim or the  commencement of any action,  suit
or  proceeding,  the  Escrow  Agent  shall  notify the other  parties  hereto in
writing.  In the event of the receipt of such notice,  the Escrow Agent,  in its
sole  discretion,  may  commence an action in the nature of  interpleader  in an
appropriate court to determine  ownership or disposition of the Escrow Shares or
it may deposit the Escrow Shares with the clerk of any  appropriate  court or it
may retain the Escrow Shares pending receipt of a final, non-appealable order of
a court having jurisdiction over all of the parties hereto directing to whom and
under what  circumstances  the Escrow Shares are to be disbursed and  delivered.
The  provisions  of this Section 5.2 shall survive in the event the Escrow Agent
resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

                  5.3  COMPENSATION.  The  Escrow  Agent  shall be  entitled  to
reasonable  compensation  from  the  Company  for all  services  rendered  by it
hereunder.  The Escrow  Agent shall also be entitled to  reimbursement  from the
Company for all  expenses  paid or incurred by it in the  administration  of its
duties  hereunder  including,  but not limited to, all  counsel,  advisors'  and
agents' fees and disbursements and all taxes or other governmental charges.

                  5.4  FURTHER  ASSURANCES.  From  time to time on and after the
date hereof, the Company and the Initial  Stockholders shall deliver or cause to
be  delivered to the Escrow Agent such further  documents  and  instruments  and
shall  do or  cause to be done  such  further  acts as the  Escrow  Agent  shall
reasonably  request to carry out more effectively the provisions and purposes of
this Agreement,  to evidence  compliance herewith or to assure itself that it is
protected in acting hereunder.

                  5.5  RESIGNATION.  The Escrow Agent may resign at any time and
be discharged  from its duties as escrow agent hereunder by its giving the other
parties  hereto written notice and such  resignation  shall become  effective as
hereinafter provided.  Such resignation shall become effective at such time that
the Escrow Agent shall turn over to a successor  escrow  agent  appointed by the
Company,  the  Escrow  Shares  held  hereunder.  If no new  escrow  agent  is so
appointed  within  the 60 day  period  following  the  giving of such  notice of
resignation,  the Escrow  Agent may deposit the Escrow  Shares with any court it
reasonably deems appropriate.

                  5.6 DISCHARGE OF ESCROW  AGENT.  The Escrow Agent shall resign
and be discharged  from its duties as escrow agent  hereunder if so requested in
writing at any time by the other parties  hereto,  jointly,  provided,  however,
that such resignation shall become effective only upon acceptance of appointment
by a successor escrow agent as provided in Section 5.5.

                  5.7  LIABILITY.   Notwithstanding   anything   herein  to  the
contrary,  the Escrow Agent shall not be relieved from  liability  hereunder for
its own gross negligence or its own willful misconduct.

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<PAGE>

         6. MISCELLANEOUS.

                  6.1 GOVERNING  LAW. This  Agreement  shall for all purposes be
deemed to be made under and shall be  construed in  accordance  with the laws of
the State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction.

                  6.2   THIRD   PARTY   BENEFICIARIES.   Each  of  the   Initial
Stockholders   hereby   acknowledges  that  the  Underwriters  are  third  party
beneficiaries  of this  Agreement  and this  Agreement  may not be  modified  or
changed without the prior written consent of EBC.

                  6.3  ENTIRE  AGREEMENT.  This  Agreement  contains  the entire
agreement of the parties  hereto with respect to the subject  matter hereof and,
except as expressly provided herein, may not be changed or modified except by an
instrument in writing signed by the party to the charged.

                  6.4 HEADINGS. The headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation thereof.

                  6.5 BINDING  EFFECT.  This Agreement shall be binding upon and
inure  to  the  benefit  of  the  respective  parties  hereto  and  their  legal
representatives, successors and assigns.

                  6.6  NOTICES.  Any notice or other  communication  required or
which  may be given  hereunder  shall be in  writing  and  either  be  delivered
personally or be mailed,  certified or registered  mail, or by private  national
courier service, return receipt requested,  postage prepaid, and shall be deemed
given when so  delivered  personally  or, if mailed,  two days after the date of
mailing, as follows:

                  If to the Company, to:

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

                  If to a Stockholder, to his address set forth in Exhibit A.

                  and if to the Escrow Agent, to:

                           Continental Stock Transfer & Trust Company
                           17 Battery Place
                           New York, New York 10004
                           Attn: Chairman

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<PAGE>

                  A copy of any notice sent hereunder shall be sent to:

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

                  and:

                           EarlyBirdCapital, Inc.
                           600 Third Avenue
                           33rd Floor
                           New York, New York 10016
                           Attn: David M. Nussbaum, Chairman

                  and:

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

                  The parties may change the persons and  addresses to which the
notices or other  communications  are to be sent by giving written notice to any
such change in the manner provided herein for giving notice.

                   6.7  LIQUIDATION  OF THE COMPANY.  The Company shall give the
Escrow Agent written  notification  of the  liquidation  and  dissolution of the
Company in the event that the Company fails to consummate a Business Combination
within the time period(s) specified in the Prospectus.

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<PAGE>

                  WITNESS the  execution of this  Agreement as of the date first
above written.


                                  ISRAEL TECHNOLOGY ACQUISITION CORP.


                                  By: __________________________________
                                      Israel Frieder, Chief Executive Officer


                                  INITIAL STOCKHOLDERS:


                                  ______________________________
                                  Israel Frieder


                                  ______________________________
                                  Glen Shear


                                  ______________________________
                                  Dael Schnider


                                  ______________________________
                                  Victor Halpert

                                  CONTINENTAL STOCK TRANSFER
                                    & TRUST COMPANY


                                  By: ________________________________
                                      Name:
                                      Title:

                                       6
<PAGE>

                                    EXHIBIT A

<TABLE>
<CAPTION>
Name and Address of                                             Number           Stock                    Date of
Initial Stockholder                                          of Shares     Certificate Number          Insider Letter
-------------------                                          ---------     ------------------          --------------
<S>                                                            <C>                 <C>                       <C>
Israel Frieder                                                 225,000             1                   March 9, 2005
Israel Technology Acquisition Corp.
23 Karlibach St.
Tel Aviv 67132
Israel

Glen Shear                                                     225,000             2                   March 9, 2005
Israel Technology Acquisition Corp.
23 Karlibach St.
Tel Aviv 67132
Israel

Dael Schnider                                                  225,000             3                   March 9, 2005
Israel Technology Acquisition Corp.
23 Karlibach St.
Tel Aviv 67132
Israel

Victor Halpert                                                  75,000             4                   March 9, 2005
79 Madison Avenue
6th Floor
New York, New York 1016
</TABLE>