EXHIBIT 10.2






                                                     March 9, 2005


Israel Technology Acquisition Corp.
23 Karlibach St.
Tel Aviv 67132
Israel

EarlyBirdCapital, Inc.
275 Madison Avenue
Suite 1203
New York, New York 10016

                  Re:      INITIAL PUBLIC OFFERING

Gentlemen:

                  The  undersigned  stockholder,  officer and director of Israel
Technology Acquisition Corp. ("Company"),  in consideration of EarlyBirdCapital,
Inc. ("EBC") entering into a letter of intent ("Letter of Intent") to underwrite
an  initial  public  offering  of the  securities  of the  Company  ("IPO")  and
embarking  on the IPO process,  hereby  agrees as follows  (certain  capitalized
terms used herein are defined in paragraph 12 hereof):

                  1. If the Company  solicits  approval of its stockholders of a
Business Combination,  the undersigned will vote all Insider Shares owned by him
in  accordance  with the  majority  of the votes cast by the  holders of the IPO
Shares.

                  2. In the  event  that  the  Company  fails  to  consummate  a
Business Combination within 18 months from the effective date ("Effective Date")
of the  registration  statement  relating  to the IPO (or 24  months  under  the
circumstances  described in the prospectus relating to the IPO), the undersigned
will cause the Trust Fund (as defined in the Letter of Intent) to be  liquidated
and  distributed  to the  holders  of IPO  Shares  and (ii) take all  reasonable
actions within his power to cause the Company to liquidate as soon as reasonably
practicable. The undersigned hereby waives any and all right, title, interest or
claim of any kind in or to any  distribution  of the  Trust  Fund as a result of
such  liquidation with respect to his Insider Shares ("Claim") and hereby waives

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Israel Technology Acquisition Corp.
EarlyBirdCapital, Inc.
March 9, 2005
Page 2

any Claim the  undersigned may have in the future as a result of, or arising out
of, any  contracts  or  agreements  with the Company and will not seek  recourse
against  the Trust Fund for any reason  whatsoever.  The  undersigned  agrees to
indemnify  and hold harmless the Company,  pro rata with the other  officers and
directors of the Company based on the number of Insider Shares held by each such
individual,  against  any and all loss,  liability,  claims,  damage and expense
whatsoever  (including,  but not limited to, any and all legal or other expenses
reasonably  incurred  in  investigating,  preparing  or  defending  against  any
litigation,  whether pending or threatened,  or any claim  whatsoever) which the
Company  may  become  subject  as a result of any  claim by any  vendor or other
person who is owed money by the Company for services  rendered or products  sold
or contracted for, or by any target  business,  but only to the extent necessary
to ensure that such loss,  liability,  claim,  damage or expense does not reduce
the amount in the Trust Fund.

                  3. In order to minimize potential  conflicts of interest which
may arise from multiple  affiliations,  the undersigned agrees to present to the
Company for its  consideration,  prior to  presentation  to any other  person or
entity,  any suitable  opportunity to acquire an operating  business,  until the
earlier  of the  consummation  by the  Company of a  Business  Combination,  the
liquidation of the Company or until such time as the undersigned ceases to be an
officer  or  director  of the  Company,  subject to any  pre-existing  fiduciary
obligations the undersigned might have.

                  4. The  undersigned  acknowledges  and agrees that the Company
will not consummate any Business  Combination  which involves a company which is
affiliated  with any of the Insiders  unless the Company obtains an opinion from
an independent  investment  banking firm  reasonably  acceptable to EBC that the
business  combination  is fair to the  Company's  stockholders  from a financial
perspective.

                  5.  Neither the  undersigned,  any member of the family of the
undersigned, nor any affiliate ("Affiliate") of the undersigned will be entitled
to receive and will not accept any  compensation  for  services  rendered to the
Company prior to the consummation of the Business Combination; provided that the
undersigned  shall  be  entitled  to  reimbursement  from  the  Company  for his
out-of-pocket  expenses  incurred in connection with seeking and  consummating a
Business Combination.

                  6.  Neither the  undersigned,  any member of the family of the
undersigned,  or any Affiliate of the undersigned will be entitled to receive or
accept a

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Israel Technology Acquisition Corp.
EarlyBirdCapital, Inc.
March 9, 2005
Page 3

finder's fee or any other compensation in the event the undersigned,  any member
of the family of the undersigned or any Affiliate of the undersigned  originates
a Business Combination.

                  7. The  undersigned  will  escrow his  Insider  Shares for the
three year period  commencing  on the  Effective  Date subject to the terms of a
Stock Escrow  Agreement  which the Company will enter into with the  undersigned
and an escrow agent acceptable to the Company.

                  8. The undersigned  agrees to be the Chief Financial  Officer,
Secretary  and a member  of the  Board of  Directors  of the  Company  until the
earlier of the  consummation  by the  Company of a Business  Combination  or the
liquidation of the Company. The undersigned's biographical information furnished
to the Company and EBC and attached  hereto as Exhibit A is true and accurate in
all  respects,  does not omit  any  material  information  with  respect  to the
undersigned's  background  and  contains all of the  information  required to be
disclosed  pursuant  to Section 401 of  Regulation  S-K,  promulgated  under the
Securities Act of 1933. The undersigned's Questionnaire furnished to the Company
and EBC and annexed as Exhibit B hereto is true and  accurate  in all  respects.
The undersigned represents and warrants that:

         (a) he is not subject to or a  respondent  in any legal action for, any
injunction,  cease-and-desist order or order or stipulation to desist or refrain
from  any  act  or  practice  relating  to the  offering  of  securities  in any
jurisdiction;

         (b) he has never been  convicted of or pleaded  guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person,  or (iii)  pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding; and

         (c) he has never been  suspended  or expelled  from  membership  in any
securities  or  commodities  exchange  or  association  or had a  securities  or
commodities license or registration denied, suspended or revoked.

                  9. The undersigned has full right and power, without violating
any agreement by which he is bound,  to enter into this letter  agreement and to
serve  as Chief  Financial  Officer,  Secretary  and a  member  of the  Board of
Directors of the Company.

                  10.  The  undersigned   authorizes  any  employer,   financial
institution, or consumer credit reporting agency to release to EBC and its legal
representatives  or agents (including any investigative  search firm retained by
EBC) any  information  they may have

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Israel Technology Acquisition Corp.
EarlyBirdCapital, Inc.
March 9, 2005
Page 4

about the undersigned's background and finances ("Information"). Neither EBC nor
its agents shall be violating the  undersigned's  right of privacy in any manner
in requesting and obtaining the Information and the undersigned  hereby releases
them from liability for any damage whatsoever in that connection.

                  11. This letter  agreement  shall be governed by and construed
and  enforced  in  accordance  with the laws of the State of New  York,  without
giving effect to conflict of laws.  The  undersigned  hereby (i) agrees that any
action, proceeding or claim against him arising out of or relating in any way to
this letter  agreement  (a  "Proceeding")  shall be brought and  enforced in the
courts of the State of New York of the United States of America for the Southern
District  of New York,  and  irrevocably  submits  to such  jurisdiction,  which
jurisdiction  shall be exclusive,  (ii) waives any  objection to such  exclusive
jurisdiction  and that such courts  represent  an  inconvenient  forum and (iii)
irrevocably  agrees to  appoint  Graubard  Miller as agent  for the  service  of
process  in the State of New York to  receive,  for the  undersigned  and on his
behalf,  service of process in any  Proceeding.  If for any reason such agent is
unable to act as such, the undersigned  will promptly notify the Company and EBC
and appoint a substitute  agent acceptable to each of the Company and EBC within
30 days and  nothing in this  letter  will  affect the right of either  party to
serve process in any other manner permitted by law.

                  12. As used herein, (i) a "Business Combination" shall mean an
acquisition  by merger,  capital  stock  exchange,  asset or stock  acquisition,
reorganization  or otherwise,  of an operating  business that has  manufacturing
operations  or  research  and  development  facilities  located in Israel;  (ii)
"Insiders"  shall mean all officers,  directors and  stockholders of the Company
immediately  prior to the IPO;  (iii)  "Insider  Shares"  shall  mean all of the
shares of Common Stock of the Company  owned by an Insider prior to the IPO; and
(iv) "IPO Shares"  shall mean the shares of Common Stock issued in the Company's
IPO.

                                                     Glen Shear
                                                     ----------
                                                     Print Name of Insider


                                                     /s/ Glen Shear
                                                     --------------
                                                     Signature


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EXHIBIT A

         GLEN SHEAR HAS SERVED AS OUR CHIEF FINANCIAL  OFFICER AND SECRETARY AND
A MEMBER OF OUR BOARD OF DIRECTORS SINCE OUR INCEPTION.  MR. SHEAR HAS SERVED AS
THE EXECUTIVE  DIRECTOR OF GLENCO  DEVELOPMENT  CORP., A FINANCIAL AND STRATEGIC
ADVISORY  FIRM,  SINCE 1999.  FROM 1997 TO 1998,  MR.  SHEAR SERVED AS EXECUTIVE
DIRECTOR OF THE  INVESTMENT  BANKING GROUP OF CIBC WORLD  MARKETS.  FROM 1994 TO
1997,  HE SERVED AS A  PRINCIPAL  OF COLE & PARTNERS,  A  CORPORATE  FINANCE AND
VALUATION  FIRM.  MR.  SHEAR  RECEIVED A B.A.  (SUMMA CUM LAUDE)  FROM  BRANDEIS
UNIVERSITY AND AN M.B.A. FROM THE UNIVERSITY OF CHICAGO.