EXHIBIT 4.2

    NUMBER                                                  SHARES

______C

                       ISRAEL TECHNOLOGY ACQUISITION CORP.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


                                  COMMON STOCK

                                                                 SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS





       THIS CERTIFIES THAT                                  CUSIP



       IS THE OWNER OF



   FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE
                                COMMON STOCK OF

                       ISRAEL TECHNOLOGY ACQUISITION CORP.

  TRANSFERABLEON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE
 IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE
 REGISTRAR. WITNESS THE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF
                         ITS DULY AUTHORIZED OFFICERS.

      DATED:

                       Israel Technology Acquisition Corp.

                                    CORPORATE
                                    DELAWARE

-------------------------------       SEAL       -------------------------------
CHAIRMAN                              2005       SECRETARY


<PAGE>


         The following  abbreviations,  when used in the inscription on the face
of this certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
         <S>         <C>                                <C>
         TEN COM -   as tenants in common               UNIF GIFT MIN ACT - _____ Custodian ______
         TEN ENT -   as tenants by the entireties                           (Cust)          (Minor)
         JT TEN -    as joint tenants with right of survivorship            under Uniform Gifts to Minors
                     and not as tenants in common                           Act ______________
                                                                                   (State)
</TABLE>

     Additional Abbreviations may also be used though not in the above list.

                       ISRAEL TECHNOLOGY ACQUISITION CORP.

         The Corporation  will furnish without charge to each stockholder who so
requests the powers,  designations,  preferences  and  relative,  participating,
optional or other special rights of each class of stock or series thereof of the
Corporation  and  the  qualifications,  limitations,  or  restrictions  of  such
preferences and/or rights.  This certificate and the shares represented  thereby
are issued and shall be held subject to all the provisions of the Certificate of
Incorporation  and all  amendments  thereto  and  resolutions  of the  Board  of
Directors  providing for the issue of shares of Preferred Stock (copies of which
may be obtained  from the  secretary  of the  Corporation),  to all of which the
holder of this certificate by acceptance hereof assents.

         FOR VALUE RECEIVED, ___________________________ HEREBY SELL, ASSIGN AND
TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------


--------------------------------------

________________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________  SHARES

OF THE  CAPITAL  STOCK  REPRESENTED  BY THE  WITHIN  CERTIFICATE,  AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT ____________________________________ ATTORNEY
TO TRANSFER  THE SAID STOCK ON THE BOOKS OF THE WITHIN  NAMED  CORPORATION  WILL
FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED__________________
                              __________________________________________________
                              NOTICE:   The  signature to this  assignment  must
                                        correspond with the name as written upon
                                        the  face of the  certificate  in  every
                                        particular,    without   alteration   or
                                        enlargement or any change whatever.

Signature(s) Guaranteed:

________________________________________________________________________________
THE  SIGNATURE(S)  SHOULD BE  GUARANTEED  BY AN ELIGIBLE  GUARANTOR  INSTITUTION
(BANKS,  STOCKBROKERS,  SAVINGS  AND LOAN  ASSOCIATIONS  AND CREDIT  UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE  GUARANTEE  MEDALLION  PROGRAM,  PURSUANT TO
S.E.C. RULE 17Ad-15).

The holder of this certificate shall be entitled to receive funds from the trust
fund only in the event of the Company's liquidation upon failure to consummate a
business  combination  or if the holder seeks to convert his  respective  shares
into  cash  upon a  business  combination  which he voted  against  and which is
actually completed by the Company.  In no other  circumstances  shall the holder
have any right or interest of any kind in or to the trust fund.