EXHIBIT 10.5

                      INVESTMENT MANAGEMENT TRUST AGREEMENT


                  This  Agreement  is  made  as of  _____________,  2005  by and
between Israel  Technology  Acquisition  Corp.  (the  "Company") and Continental
Stock Transfer & Trust Company ("Trustee").

                  WHEREAS, the Company's registration statement on Form S-1, No.
333-_______  ("Registration  Statement"),  for its  initial  public  offering of
securities  ("IPO")  has been  declared  effective  as of the date hereof by the
Securities and Exchange Commission ("Effective Date"); and

                  WHEREAS,  EarlyBirdCapital,  Inc.  ("EBC")  is  acting  as the
representative of the underwriters in the IPO; and

                  WHEREAS,  as described in the Registration  Statement,  and in
accordance with the Company's  Certificate of Incorporation,  $15,300,000 of the
gross proceeds of the IPO ($17,595,000 if the underwriters over-allotment option
is exercised in full) will be delivered to the Trustee to be deposited  and held
in a trust  account  for the  benefit  of the  Company  and the  holders  of the
Company's  common  stock,  par  value  $.0001  per  share,  issued in the IPO as
hereinafter  provided  and in the event the Units are  registered  in  Colorado,
pursuant to Section 11-51-302(6) of the Colorado Revised Statutes. A copy of the
Colorado  Statute is  attached  hereto and made a part  hereof (the amount to be
delivered  to the  Trustee  will be referred  to herein as the  "Property";  the
stockholders  for whose  benefit the  Trustee  shall hold the  Property  will be
referred to as the "Public  Stockholders,"  and the Public  Stockholders and the
Company will be referred to together as the "Beneficiaries"); and

                  WHEREAS, the Company and the Trustee desire to enter into this
Agreement  to set forth the terms and  conditions  pursuant to which the Trustee
shall hold the Property;

                  IT IS AGREED:

1. AGREEMENTS AND COVENANTS OF TRUSTEE.  The Trustee hereby agrees and covenants
to:

                  (a)  Hold  the  Property  in trust  for the  Beneficiaries  in
accordance  with the terms of this  Agreement,  including  the terms of  Section
11-51-302(6)  of the Colorado  Statute,  in a segregated  trust account  ("Trust
Account")  established  by the  Trustee  at a branch of  JPMorgan  Chase NY Bank
selected by the Trustee;

                  (b) Manage, supervise and administer the Trust Account subject
to the terms and conditions set forth herein;

                  (c) In a timely manner,  upon the  instruction of the Company,
to invest and  reinvest  the  Property  in any  "Government  Security."  As used
herein, Government Security means any Treasury Bill issued by the United States,
having a maturity of one hundred and eighty days or less;

                  (d) Collect and receive,  when due, all  principal  and income
arising from the

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Property,  which  shall  become  part of the  "Property,"  as such  term is used
herein;

                  (e) Notify the  Company of all  communications  received by it
with respect to any Property requiring action by the Company;

                  (f) Supply any  necessary  information  or documents as may be
requested by the Company in connection with the Company's preparation of the tax
returns for the Trust Account;

                  (g)  Participate  in any plan or proceeding  for protecting or
enforcing  any  right or  interest  arising  from the  Property  if, as and when
instructed by the Company to do so;

                  (h) Render to the Company and to EBC, and to such other person
as the Company may instruct, monthly written statements of the activities of and
amounts in the Trust Account  reflecting all receipts and  disbursements  of the
Trust Account; and

                  (i)  Commence  liquidation  of the Trust  Account  only  after
receipt  of and  only in  accordance  with the  terms of a letter  ("Termination
Letter"),  in a form  substantially  similar to that  attached  hereto as either
Exhibit A or Exhibit B,  signed on behalf of the  Company  by its  President  or
Chairman of the Board and  Secretary  or Assistant  Secretary,  and complete the
liquidation  of the Trust  Account  and  distribute  the  Property  in the Trust
Account  only as  directed  in the  Termination  Letter and the other  documents
referred to therein.

2.  AGREEMENTS  AND  COVENANTS OF THE  COMPANY.  The Company  hereby  agrees and
covenants to:

                  (a) Give all instructions to the Trustee hereunder in writing,
signed by the Company's President or Chairman of the Board. In addition,  except
with  respect to its duties under  paragraph  1(i) above,  the Trustee  shall be
entitled  to rely on,  and shall be  protected  in  relying  on,  any  verbal or
telephonic  advice or instruction which it in good faith believes to be given by
any one of the persons authorized above to give written  instructions,  provided
that the Company shall promptly confirm such instructions in writing;

                  (b) Hold the Trustee  harmless and  indemnify the Trustee from
and  against,  any and all  expenses,  including  reasonable  counsel  fees  and
disbursements,  or loss suffered by the Trustee in  connection  with any action,
suit or other proceeding  brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to
this Agreement,  the services of the Trustee  hereunder,  or the Property or any
income earned from  investment  of the Property,  except for expenses and losses
resulting from the Trustee's gross  negligence or willful  misconduct.  Promptly
after  the  receipt  by  the  Trustee  of  notice  of  demand  or  claim  or the
commencement  of any action,  suit or proceeding,  pursuant to which the Trustee
intends  to seek  indemnification  under  this  paragraph,  it shall  notify the
Company in writing of such claim  (hereinafter  referred to as the  "Indemnified
Claim").  The  Trustee  shall have the right to conduct  and manage the  defense
against such  Indemnified  Claim,  provided,  that the Trustee  shall obtain the
consent of the Company with respect to the  selection of counsel,  which consent
shall not

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<PAGE>

be  unreasonably  withheld.  The Trustee may not agree to settle any Indemnified
Claim  without  the prior  written  consent  of the  Company.  The  Company  may
participate in such action with its own counsel; and

                  (c) Pay the Trustee an initial acceptance fee of $1,000 and an
annual fee of $3,000 (it being expressly  understood that the Property shall not
be used to pay  such  fee).  The  Company  shall  pay the  Trustee  the  initial
acceptance  fee  and  first  year's  fee at the  consummation  of  the  IPO  and
thereafter on the anniversary of the Effective Date. The Trustee shall refund to
the Company the fee (on a pro rata basis) with  respect to any period  after the
liquidation  of the Trust Fund.  The Company  shall not be  responsible  for any
other fees or charges of the Trustee except as may be provided in paragraph 2(b)
hereof (it being  expressly  understood  that the Property  shall not be used to
make any payments to the Trustee under such paragraph).

3.  LIMITATIONS  OF  LIABILITY.  The  Trustee  shall have no  responsibility  or
liability to:

                  (a) Take any action with respect to the  Property,  other than
as directed in paragraph 1 hereof and the Trustee shall have no liability to any
party except for  liability  arising out of its own gross  negligence or willful
misconduct;

                  (b)  Institute  any  proceeding  for  the  collection  of  any
principal  and  income  arising  from,  or  institute,  appear in or defend  any
proceeding of any kind with respect to, any of the Property  unless and until it
shall have received instructions from the Company given as provided herein to do
so and the Company shall have  advanced or guaranteed to it funds  sufficient to
pay any expenses incident thereto;

                  (c)  Change  the  investment  of any  Property,  other than in
compliance with paragraph 1(c);

                  (d) Refund any depreciation in principal of any Property;

                  (e) Assume that the authority of any person  designated by the
Company to give  instructions  hereunder shall not be continuing unless provided
otherwise  in such  designation,  or unless the Company  shall have  delivered a
written revocation of such authority to the Trustee;

                  (f) The other parties  hereto or to anyone else for any action
taken or omitted by it, or any action suffered by it to be taken or omitted,  in
good faith and in the  exercise of its own best  judgment,  except for its gross
negligence or willful misconduct. The Trustee 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  Trustee),  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
Trustee,  in good  faith,  to be genuine  and to be signed or  presented  by the
proper  person or  persons.  The  Trustee  shall  not be bound by any  notice or
demand, or any waiver, modification, termination or rescission of this agreement
or any of the terms hereof,  unless evidenced by a written instrument  delivered
to the Trustee signed by the proper party or parties and,

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<PAGE>

if the duties or rights of the  Trustee are  affected,  unless it shall give its
prior written consent thereto;

                  (g) Verify the correctness of the information set forth in the
Registration  Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated  by the  Registration
Statement; and

                  (h) Pay any taxes on behalf  of the  Trust  Account  (it being
expressly  understood  that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in
the Trust Account).

4. TERMINATION. This Agreement shall terminate as follows:

                  (a) If the Trustee gives written notice to the Company that it
desires to resign under this  Agreement,  the Company  shall use its  reasonable
efforts to locate a successor  trustee.  At such time that the Company  notifies
the Trustee that a successor  trustee has been  appointed by the Company and has
agreed to become  subject  to the terms of this  Agreement,  the  Trustee  shall
transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating
to the Trust  Account,  whereupon  this  Agreement  shall  terminate;  provided,
however, that, in the event that the Company does not locate a successor trustee
within ninety days of receipt of the  resignation  notice from the Trustee,  the
Trustee may submit an application to have the Property deposited with the United
States  District  Court  for the  Southern  District  of New York and upon  such
deposit, the Trustee shall be immune from any liability whatsoever;

                  (b)  At  such  time  that  the  Trustee  has   completed   the
liquidation of the Trust Account in accordance  with the provisions of paragraph
1(i) hereof,  and  distributed the Property in accordance with the provisions of
the Termination  Letter,  this Agreement shall terminate  except with respect to
Paragraph 2(b); or

                  (c) On such date after  _____________,  2007 when the  Trustee
deposits the Property  with the United  States  District  Court for the Southern
District of New York in the event that,  prior to such date, the Trustee has not
received a Termination Letter from the Company pursuant to paragraph 1(i).

5. MISCELLANEOUS.

                  (a) The  Company  and the Trustee  each  acknowledge  that the
Trustee  will follow the  security  procedures  set forth below with  respect to
funds transferred from the Trust Account.  Upon receipt of written instructions,
the Trustee will confirm such instructions  with an Authorized  Individual at an
Authorized  Telephone  Number listed on the attached  Exhibit C. The Company and
the Trustee will each restrict  access to confidential  information  relating to
such security procedures to authorized persons. Each party must notify the other
party  immediately  if it has reason to believe  unauthorized  persons  may have
obtained  access  to  such  information,  or of any  change  in  its  authorized
personnel.  In  executing  funds  transfers,  the Trustee will rely upon account
numbers or other  identifying  numbers of a beneficiary,  beneficiary's  bank or
intermediary  bank,

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<PAGE>

rather than names.  The Trustee  shall not be liable for any loss,  liability or
expense  resulting  from any error in an  account  number  or other  identifying
number, provided it has accurately transmitted the numbers provided.

                  (b) This  Agreement  shall be  governed by and  construed  and
enforced 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.  It may be  executed in several
counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.

                  (c)  This   Agreement   contains  the  entire   agreement  and
understanding  of the parties  hereto with respect to the subject matter hereof.
This Agreement or any provision hereof may only be changed,  amended or modified
by a writing signed by each of the parties hereto;  provided,  however,  that no
such change,  amendment or  modification  may be made without the prior  written
consent of EBC. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.

                  (d) The parties hereto consent to the  jurisdiction  and venue
of any  state or  federal  court  located  in the City of New York,  Borough  of
Manhattan, for purposes of resolving any disputes hereunder.

                  (e) Any notice,  consent or request to be given in  connection
with any of the terms or  provisions of this  Agreement  shall be in writing and
shall be sent by express mail or similar private courier  service,  by certified
mail (return receipt requested), by hand delivery or by facsimile transmission:

                  if to the Trustee, to:

                           Continental Stock Transfer
                             & Trust Company
                           17 Battery Place
                           New York, New York 10004
                           Attn:  Steven G. Nelson
                           Fax No.: (212) 509-5150

                  if to the Company, to:

                           Israel Technology Acquisition Corp.
                           23 Karlibach St.
                           Tel Aviv 67132
                           Israel
                           Attn:  Israel Frieder, Chief Executive Officer
                           Fax No.:  (___) ___-____

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<PAGE>

                  in either case with a copy to:

                           EarlyBirdCapital, Inc.
                           275 Madison Avenue, Suite 1203
                           New York, New York 10016
                           Attn:    David M. Nussbaum, Chairman
                           Fax No.:  (212) 269-3796

                  (f) This Agreement may not be assigned by the Trustee  without
the prior consent of the Company.

                  (g) Each of the Trustee and the Company hereby represents that
it has the full right and power and has been duly  authorized to enter into this
Agreement and to perform its respective  obligations as contemplated  hereunder.
The Trustee acknowledges and agrees that it shall not make any claims or proceed
against  the  Trust  Account,  including  by way of  set-off,  and  shall not be
entitled to any funds in the Trust Account under any circumstance.

                  (h) Each of the  Company and the  Trustee  hereby  acknowledge
that EBC is a third party beneficiary of this Agreement.

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<PAGE>

                  IN  WITNESS  WHEREOF,  the  parties  have duly  executed  this
Investment Management Trust Agreement as of the date first written above.

                                            CONTINENTAL STOCK TRANSFER & TRUST
                                            COMPANY, as Trustee


                                            By: ____________________________
                                                Name:
                                                Title:



                                            ISRAEL TECHNOLOGY ACQUISITION CORP.


                                            By: ____________________________
                                                Name: Israel Frieder
                                                Title: Chief Executive Officer

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<PAGE>

                                                                       EXHIBIT A

                             [LETTERHEAD OF COMPANY]

                                       [INSERT DATE]

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

                  Re:   TRUST ACCOUNT NO. 530-           TERMINATION LETTER

Gentlemen:

                  Pursuant to paragraph 1(i) of the Investment  Management Trust
Agreement   between  Israel  Technology   Acquisition   Corp.   ("Company")  and
Continental Stock Transfer & Trust Company ("Trustee"),  dated as of __________,
2005  ("Trust  Agreement"),  this is to advise you that the  Company has entered
into  an  agreement  ("Business  Agreement")  with  __________________  ("Target
Business") to consummate a business  combination with Target Business ("Business
Combination")  on or about [INSERT DATE].  The Company shall notify you at least
48 hours in advance  of the  actual  date of the  consummation  of the  Business
Combination ("Consummation Date").

                  In accordance with the terms of the Trust Agreement, we hereby
authorize you to commence  liquidation  of the Trust Account to the effect that,
on the  Consummation  Date,  all of  funds  held in the  Trust  Account  will be
immediately  available  for transfer to the account or accounts that the Company
shall direct on the Consummation Date.

                  On the  Consummation  Date (i) counsel  for the Company  shall
deliver to you written  notification that (a) the Business  Combination has been
consummated  and (b) the provisions of Section  11-51-302(6)  and Rule 51-3.4 of
the Colorado  Statute have been met, and (ii) the Company  shall  deliver to you
written instructions with respect to the transfer of the funds held in the Trust
Account  ("Instruction  Letter").  You are hereby  directed  and  authorized  to
transfer the funds held in the Trust  Account  immediately  upon your receipt of
the counsel's letter and the Instruction Letter, in accordance with the terms of
the  Instruction  Letter.  In the event that certain  deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will
notify the  Company of the same and the Company  shall  direct you as to whether
such  funds  should  remain  in the  Trust  Account  and  distributed  after the
Consummation Date to the Company.  Upon the distribution of all the funds in the
Trust  Account  pursuant  to the  terms  hereof,  the Trust  Agreement  shall be
terminated.

                  In the event that the Business  Combination is not consummated
on the  Consummation  Date  described  in the  notice  thereof  and we have  not
notified you on or before the original  Consummation  Date of a new Consummation
Date,  then the funds held in the Trust  Account shall be reinvested as provided
in  the  Trust  Agreement  on  the  business  day   immediately   following  the
Consummation Date as set forth in the notice.


                                            Very truly yours,

                                            ISRAEL TECHNOLOGY ACQUISITION CORP.


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<PAGE>

                                            By:________________________________
                                                 Israel Frieder, Chairman


                                            By:________________________________
                                                 Glen Shear, Secretary
cc: EarlyBirdCapital, Inc.

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<PAGE>

                                                                       EXHIBIT B


                             [LETTERHEAD OF COMPANY]

                                       [INSERT DATE]

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



                  Re:    TRUST ACCOUNT NO. 530-            TERMINATION LETTER

Gentlemen:

                  Pursuant to paragraph 1(i) of the Investment  Management Trust
Agreement   between  Israel  Technology   Acquisition   Corp.   ("Company")  and
Continental Stock Transfer & Trust Company ("Trustee"), dated as of ___________,
2005 ("Trust Agreement"), this is to advise you that the Company has been unable
to effect a Business  Combination  with a Target  Company  within the time frame
specified in the Company's prospectus relating to its IPO.

                  In accordance with the terms of the Trust Agreement, we hereby
(a) certify to you that the provisions of Section  11-51-302(6)  and Rule 51-3.4
of the  Colorado  Statute  have  been met and (b)  authorize  you,  to  commence
liquidation of the Trust Account. You will notify the Company and JPMorgan Chase
NY Bank  ("Designated  Paying  Agent") in writing as to when all of the funds in
the Trust Account will be available for immediate  transfer  ("Transfer  Date").
The  Designated  Paying Agent shall  thereafter  notify you as to the account or
accounts  of the  Designated  Paying  Agent that the funds in the Trust  Account
should be  transferred  to on the Transfer  Date so that the  Designated  Paying
Agent may commence  distribution  of such funds in accordance with the Company's
instructions.  You shall have no  obligation  to oversee the  Designated  Paying
Agent's  distribution  of the funds.  Upon the payment to the Designated  Paying
Agent of all the  funds in the  Trust  Account,  the  Trust  Agreement  shall be
terminated.

                                            Very truly yours,

                                            ISRAEL TECHNOLOGY ACQUISITION CORP.


                                            By:________________________________
                                                 Israel Frieder, Chairman


                                            By:________________________________
                                                 Glen Shear, Secretary
cc: EarlyBirdCapital, Inc.

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<PAGE>

                                                EXHIBIT C




AUTHORIZED INDIVIDUAL(S)                             AUTHORIZED
FOR TELEPHONE CALL BACK                              TELEPHONE NUMBER(S)
-----------------------                              -------------------


COMPANY:

Israel Technology Acquisition Corp.
23 Karlibach St.
Tel Aviv 67132
Israel
Attn: Israel Frieder, Chief Executive Officer        972-3-6247396

TRUSTEE:

Continental Stock Transfer
  & Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven G. Nelson, Chairman                     (212) 845-3200


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