EXHIBIT 4.4

THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE  HEREOF,  AGREES
THAT IT WILL NOT SELL,  TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED  HOLDER OF THIS PURCHASE  OPTION AGREES THAT IT WILL
NOT SELL,  TRANSFER,  ASSIGN,  PLEDGE OR HYPOTHECATE  THIS PURCHASE OPTION FOR A
PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED  BELOW) TO ANYONE OTHER
THAN (I)  EARLYBIRDCAPITAL,  INC. ("EBC") OR AN UNDERWRITER OR A SELECTED DEALER
IN CONNECTION  WITH THE OFFERING,  OR (II) A BONA FIDE OFFICER OR PARTNER OF EBC
OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

THIS  PURCHASE  OPTION  IS NOT  EXERCISABLE  PRIOR  TO  THE  LATER  OF  (I)  THE
CONSUMMATION BY ISRAEL  TECHNOLOGY  ACQUISITION  CORP.  ("COMPANY") OF A MERGER,
CAPITAL STOCK EXCHANGE,  ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION
("BUSINESS  COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION
STATEMENT (DEFINED HEREIN)) AND (II) ______________,  2006. VOID AFTER 5:00 P.M.
EASTERN TIME, _____________, 2010.



                              UNIT PURCHASE OPTION


                               FOR THE PURCHASE OF

                                __________ UNITS

                                       OF

                       ISRAEL TECHNOLOGY ACQUISITION CORP.


1. PURCHASE OPTION.

                  THIS CERTIFIES THAT, in  consideration  of $_____ duly paid by
or on behalf of  ____________________  ("Holder"),  as registered  owner of this
Purchase Option, to Israel Technology Acquisition Corp.  ("Company"),  Holder is
entitled,  at any  time  or  from  time  to  time  upon  the  later  of (i)  the
consummation of a Business Combination and (ii) ___________, 2006 ("Commencement
Date"),  and  at  or  before  5:00  p.m.,  Eastern  Time,  _____________,   2010
("Expiration Date"), but not thereafter, to subscribe for, purchase and receive,
in whole or in part, up to ____________ (______) units ("Units") of the Company,
each Unit  consisting  of one share of common  stock of the  Company,  par value
$.0001 per share ("Common Stock"), and two warrants ("Warrant(s)") expiring four
years from the effective date ("Effective  Date") of the registration  statement
("Registration  Statement")  pursuant to which Units are offered for sale to the
public  ("Offering").  Each Warrant is the same as the warrants  included in the
Units  being  registered  for  sale  to the  public  by way of the  Registration
Statement ("Public Warrants") except that the Warrants have an exercise price of
$6.65 per share. If the Expiration  Date is a day on which banking  institutions
are  authorized by law to close,  then this Purchase  Option may be exercised on
the next  succeeding  day which is not such a day in  accordance  with the terms
herein.  During the period ending on the Expiration Date, the Company agrees not
to take any action that would  terminate  the

                                       1
<PAGE>

Purchase Option. This Purchase Option is initially exercisable at $7.50 per Unit
so purchased;  provided,  however, that upon the occurrence of any of the events
specified  in Section 6 hereof,  the rights  granted  by this  Purchase  Option,
including  the  exercise  price per Unit and the number of Units (and  shares of
Common Stock and Warrants) to be received upon such exercise,  shall be adjusted
as therein specified.  The term "Exercise Price" shall mean the initial exercise
price or the adjusted exercise price, depending on the context.

2. EXERCISE.

         2.1 EXERCISE  FORM.  In order to exercise  this  Purchase  Option,  the
exercise form attached  hereto must be duly executed and completed and delivered
to the Company,  together with this Purchase  Option and payment of the Exercise
Price for the Units being  purchased  payable in cash or by  certified  check or
official bank check. If the subscription  rights represented hereby shall not be
exercised at or before 5:00 p.m.,  Eastern  time,  on the  Expiration  Date this
Purchase  Option shall become and be void without  further force or effect,  and
all rights represented hereby shall cease and expire.

         2.2 LEGEND.  Each  certificate for the securities  purchased under this
Purchase  Option shall bear a legend as follows unless such securities have been
registered under the Securities Act of 1933, as amended ("Act"):

                  "The securities  represented by this certificate have not been
                  registered  under  the  Securities  Act of  1933,  as  amended
                  ("Act") or  applicable  state law. The  securities  may not be
                  offered  for  sale,  sold  or  otherwise   transferred  except
                  pursuant to an effective registration statement under the Act,
                  or pursuant to an exemption  from  registration  under the Act
                  and applicable state law."

         2.3      CASHLESS EXERCISE.

                  2.3.1  DETERMINATION OF AMOUNT.  In lieu of the payment of the
Exercise Price  multiplied by the number of Units for which this Purchase Option
is  exercisable  (and in lieu of being  entitled  to  receive  Common  Stock and
Warrants) in the manner required by Section 2.1, the Holder shall have the right
(but not the obligation) to convert any  exercisable but unexercised  portion of
this Purchase Option into Units ("Conversion  Right") as follows:  upon exercise
of the  Conversion  Right,  the  Company  shall  deliver to the Holder  (without
payment by the Holder of any of the Exercise Price in cash) that number of Units
(or that number of shares of Common Stock and Warrants (or that number of shares
of comprising  that number of Units) equal to the quotient  obtained by dividing
(x) the "Value" (as defined  below) of the portion of the Purchase  Option being
converted by (y) the Current Market Value (as defined below). The "Value" of the
portion of the Purchase Option being converted shall equal the remainder derived
from  subtracting  (a) (i) the Exercise  Price  multiplied by (ii) the number of
Units  underlying the portion of this Purchase  Option being  converted from (b)
the Current Market Value of a Unit multiplied by the number of Units  underlying
the portion of the Purchase  Option being  converted.  As used herein,  the term
"Current Market Value" per Unit at any date means: (A) in the event that neither
the Units nor Warrants are still trading, the remainder derived from subtracting
(x) the  exercise  price of the Warrants  multiplied  by the number of shares of
Common Stock issuable upon exercise of the Warrants underlying one Unit from (y)
(i) the Current  Market Price of the Common Stock  multiplied by (ii) the number
of shares of Common Stock underlying one Unit, which shall include the shares of
Common Stock  underlying  the Warrants  included in such Unit;  (B) in the event
that the Units,  Common Stock and Warrants are still  trading,  (i) if the Units
are listed on a national  securities  exchange or quoted

                                       2
<PAGE>

on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board
(or  successor  exchange),  the last sale  price of the  Units in the  principal
trading market for the Units as reported by the exchange, Nasdaq or the NASD, as
the case may be, on the last trading day preceding the date in question; or (ii)
if the Units are not listed on a national  securities  exchange or quoted on the
Nasdaq  National  Market,  Nasdaq SmallCap Market or the NASD OTC Bulletin Board
(or successor exchange), but is traded in the residual  over-the-counter market,
the closing bid price for Units on the last  trading day  preceding  the date in
question  for which such  quotations  are  reported by the Pink  Sheets,  LLC or
similar  publisher of such  quotations;  and (C) in the event that the Units are
not still  trading but the Common  Stock and Warrants  underlying  the Units are
still trading,  the Current Market Price of the Common Stock plus the product of
(x) the Current  Market  Price of the  Warrants  and (y) the number of shares of
Common Stock  underlying the Warrants  included in one Unit. The "Current Market
Price" shall mean (i) if the Common Stock (or  Warrants,  as the case may be) is
listed on a  national  securities  exchange  or quoted  on the  Nasdaq  National
Market,  Nasdaq  SmallCap  Market  or NASD  OTC  Bulletin  Board  (or  successor
exchange),  the last  sale  price  of the  Common  Stock  (or  Warrants)  in the
principal  trading  market for the Common  Stock as  reported  by the  exchange,
Nasdaq or the NASD,  as the case may be, on the last trading day  preceding  the
date in question;  (ii) if the Common Stock (or Warrants, as the case may be) is
not listed on a national  securities  exchange or quoted on the Nasdaq  National
Market,  Nasdaq  SmallCap  Market or the NASD OTC Bulletin  Board (or  successor
exchange),  but is traded in the residual  over-the-counter  market, the closing
bid price for the Common Stock (or  Warrants) on the last trading day  preceding
the date in question for which such  quotations are reported by the Pink Sheets,
LLC or similar publisher of such quotations;  and (iii) if the fair market value
of the Common Stock cannot be  determined  pursuant to clause (i) or (ii) above,
such price as the Board of Directors  of the Company  shall  determine,  in good
faith.

                  2.3.2 MECHANICS OF CASHLESS  EXERCISE.  The Cashless  Exercise
Right  may be  exercised  by the  Holder  on any  business  day on or after  the
Commencement  Date and not later  than the  Expiration  Date by  delivering  the
Purchase  Option with the duly executed  exercise form attached  hereto with the
cashless  exercise  section  completed to the Company,  exercising  the Cashless
Exercise Right and specifying the total number of Units the Holder will purchase
pursuant to such Cashless Exercise Right.

3. TRANSFER.

         3.1  GENERAL  RESTRICTIONS.  The  registered  Holder  of this  Purchase
Option,  by its  acceptance  hereof,  agrees  that it will not  sell,  transfer,
assign,  pledge or  hypothecate  this  Purchase  Option for a period of one year
following the Effective Date to anyone other than (i) EBC or an underwriter or a
selected dealer in connection with the Offering,  or (ii) a bona fide officer or
partner of EBC or of any such underwriter or selected  dealer.  On and after the
first anniversary of the Effective Date, transfers to others may be made subject
to compliance with or exemptions from  applicable  securities  laws. In order to
make any  permitted  assignment,  the Holder  must  deliver to the  Company  the
assignment form attached  hereto duly executed and completed,  together with the
Purchase Option and payment of all transfer taxes, if any, payable in connection
therewith.  The Company  shall within five  business days transfer this Purchase
Option on the books of the Company and shall  execute and deliver a new Purchase
Option  or  Purchase  Options  of  like  tenor  to the  appropriate  assignee(s)
expressly  evidencing  the  right to  purchase  the  aggregate  number  of Units
purchasable hereunder or such portion of such number as shall be contemplated by
any such assignment.

         3.2 RESTRICTIONS  IMPOSED BY THE ACT. The securities  evidenced by this
Purchase  Option shall not be  transferred  unless and until (i) the Company has
received the opinion of counsel for the Holder

                                       3
<PAGE>

that  the  securities   may  be  transferred   pursuant  to  an  exemption  from
registration   under  the  Act  and  applicable   state   securities  laws,  the
availability  of which is  established  to the  reasonable  satisfaction  of the
Company (the Company hereby  agreeing that the opinion of Graubard  Miller shall
be deemed satisfactory evidence of the availability of an exemption),  or (ii) a
registration  statement  or  a  post-effective  amendment  to  the  Registration
Statement relating to such securities has been filed by the Company and declared
effective  by  the  Securities  and  Exchange  Commission  and  compliance  with
applicable state securities law has been established.

4. NEW PURCHASE OPTIONS TO BE ISSUED.

         4.1  PARTIAL  EXERCISE  OR  TRANSFER.  Subject to the  restrictions  in
Section 3 hereof,  this Purchase Option may be exercised or assigned in whole or
in part.  In the event of the exercise or assignment  hereof in part only,  upon
surrender  of this  Purchase  Option for  cancellation,  together  with the duly
executed  exercise or assignment  form and funds  sufficient to pay any Exercise
Price and/or transfer tax, the Company shall cause to be delivered to the Holder
without  charge a new Purchase  Option of like tenor to this Purchase  Option in
the name of the Holder evidencing the right of the Holder to purchase the number
of Units  purchasable  hereunder as to which this  Purchase  Option has not been
exercised or assigned.

         4.2  LOST  CERTIFICATE.   Upon  receipt  by  the  Company  of  evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Purchase Option and of reasonably satisfactory indemnification or the posting of
a bond,  the Company  shall  execute and deliver a new  Purchase  Option of like
tenor and date. Any such new Purchase  Option executed and delivered as a result
of such loss,  theft,  mutilation or destruction  shall  constitute a substitute
contractual obligation on the part of the Company.

5.       REGISTRATION RIGHTS.

         5.1      DEMAND REGISTRATION.

                  5.1.1  GRANT  OF  RIGHT.  The  Company,  upon  written  demand
("Initial  Demand  Notice")  of the  Holder(s)  of at least 51% of the  Purchase
Options and/or the underlying Units and/or the underlying  securities ("Majority
Holders"),  agrees  to  register  on one  occasion,  all or any  portion  of the
Purchase Options  requested by the Majority Holders in the Initial Demand Notice
and all of the securities underlying such Purchase Options, including the Units,
Common  Stock,  the  Warrants  and the  Common  Stock  underlying  the  Warrants
(collectively, the "Registrable Securities"). On such occasion, the Company will
file a registration statement or a post-effective  amendment to the Registration
Statement covering the Registrable Securities within sixty days after receipt of
the Initial  Demand  Notice and use its best  efforts to have such  registration
statement or  post-effective  amendment  declared  effective as soon as possible
thereafter.  The demand for registration may be made at any time during a period
of five years beginning on the Effective Date. The Company  covenants and agrees
to give  written  notice of its  receipt  of any  Initial  Demand  Notice by any
Holder(s) to all other  registered  Holders of the Purchase  Options  and/or the
Registrable  Securities within ten days from the date of the receipt of any such
Initial Demand Notice.

                  5.1.2  TERMS.  The  Company  shall bear all fees and  expenses
attendant to registering the Registrable  Securities,  including the expenses of
any legal counsel  selected by the Holders to represent them in connection  with
the sale of the  Registrable  Securities,  but the Holders shall pay any and all
underwriting commissions.  The Company agrees to use its reasonable best efforts
to qualify or

                                       4
<PAGE>

register the Registrable  Securities in such States as are reasonably  requested
by the Majority Holder(s); provided, however, that in no event shall the Company
be required  to register  the  Registrable  Securities  in a State in which such
registration  would  cause (i) the  Company  to be  obligated  to  qualify to do
business  in such State,  or would  subject the Company to taxation as a foreign
corporation   doing  business  in  such   jurisdiction  or  (ii)  the  principal
stockholders  of the Company to be  obligated  to escrow their shares of capital
stock of the  Company.  The Company  shall cause any  registration  statement or
post-effective  amendment  filed  pursuant to the demand  rights  granted  under
Section 5.1.1 to remain effective for a period of nine  consecutive  months from
the effective date of such registration statement or post-effective amendment.

         5.2      "PIGGY-BACK" REGISTRATION.

                  5.2.1  GRANT OF RIGHT.  In  addition  to the  demand  right of
registration,  the Holders of the  Purchase  Options  shall have the right for a
period  of  seven  years  commencing  on the  Effective  Date,  to  include  the
Registrable  Securities as part of any other registration of securities filed by
the Company (other than in connection  with a transaction  contemplated  by Rule
145(a)  promulgated under the Act or pursuant to Form S-8);  provided,  however,
that if,  in the  written  opinion  of the  Company's  managing  underwriter  or
underwriters,  if any,  for such  offering,  the  inclusion  of the  Registrable
Securities,  when added to the securities being registered by the Company or the
selling  stockholder(s),  will  exceed  the  maximum  amount  of  the  Company's
securities which can be marketed (i) at a price reasonably related to their then
current market value,  and (ii) without  materially and adversely  affecting the
entire  offering,  then the  Company  will  still be  required  to  include  the
Registrable  Securities,  but may require the Holders to agree,  in writing,  to
delay the sale of all or any portion of the Registrable  Securities for a period
of 90 days from the effective date of the offering,  provided,  further, that if
the  sale of any  Registrable  Securities  is so  delayed,  then the  number  of
securities to be sold by all stockholders in such public offering during such 90
day period shall be  apportioned  PRO RATA among all such selling  stockholders,
including  all holders of the  Registrable  Securities,  according  to the total
amount  of  securities  of the  Company  owned  by  said  selling  stockholders,
including all holders of the Registrable Securities.

                  5.2.2  TERMS.  The  Company  shall bear all fees and  expenses
attendant to registering the Registrable  Securities,  including the expenses of
any legal counsel  selected by the Holders to represent them in connection  with
the sale of the  Registrable  Securities  but the Holders  shall pay any and all
underwriting commissions related to the Registrable Securities.  In the event of
such a proposed  registration,  the Company  shall  furnish the then  Holders of
outstanding  Registrable  Securities  with not less than  fifteen  days  written
notice prior to the proposed date of filing of such registration statement. Such
notice  to  the  Holders  shall  continue  to  be  given  for  each   applicable
registration  statement filed (during the period in which the Purchase Option is
exercisable) by the Company until such time as all of the Registrable Securities
have been registered and sold. The holders of the Registrable  Securities  shall
exercise the  "piggy-back"  rights provided for herein by giving written notice,
within ten days of the receipt of the Company's  notice of its intention to file
a registration  statement.  The Company shall cause any  registration  statement
filed pursuant to the above "piggyback"  rights to remain effective for at least
nine  months from the date that the Holders of the  Registrable  Securities  are
first given the opportunity to sell all of such securities.

         5.3  DAMAGES.  Should the  registration  or the  effectiveness  thereof
required by Sections 5.1 and 5.2 hereof be delayed by the Company or the Company
otherwise fails to comply with such  provisions,  the Company shall, in addition
to any other equitable or other relief available to the Holder(s), be liable for
any and all  incidental,  special and  consequential  damages  sustained  by the

                                       5
<PAGE>

Holder(s),  including,  but not limited  to, the loss of any profits  that might
have been  received  by the  holder  upon the sale of shares of Common  Stock or
Warrants (and shares of Common Stock  underlying the Warrants)  underlying  this
Purchase Option.

         5.4      GENERAL TERMS.

                  5.4.1   INDEMNIFICATION.   The  Company  shall  indemnify  the
Holder(s) of the Registrable  Securities to be sold pursuant to any registration
statement  hereunder and each person,  if any, who controls such Holders  within
the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange
Act of 1934,  as amended  ("Exchange  Act"),  against all loss,  claim,  damage,
expense  or  liability  (including  all  reasonable  attorneys'  fees and  other
expenses  reasonably  incurred in investigating,  preparing or defending against
litigation, commenced or threatened, or any claim whatsoever whether arising out
of any action between the underwriter and the Company or between the underwriter
and any third party or otherwise) to which any of them may become  subject under
the Act, the Exchange Act or otherwise, arising from such registration statement
but only to the same extent and with the same effect as the provisions  pursuant
to which the Company  has agreed to  indemnify  the  underwriters  contained  in
Section 5 of the Underwriting  Agreement between the Company,  EBC and the other
underwriters  named  therein  dated the  Effective  Date.  The  Holder(s) of the
Registrable Securities to be sold pursuant to such registration  statement,  and
their successors and assigns,  shall severally,  and not jointly,  indemnify the
Company,  its officers and directors  and each person,  if any, who controls the
Company  within the  meaning  of  Section 15 of the Act or Section  20(a) of the
Exchange Act, against all loss, claim,  damage,  expense or liability (including
all  reasonable  attorneys'  fees and  other  expenses  reasonably  incurred  in
investigating,  preparing or defending  against any claim  whatsoever)  to which
they may become  subject under the Act, the Exchange Act or  otherwise,  arising
from information  furnished by or on behalf of such Holders, or their successors
or assigns, in writing, for specific inclusion in such registration statement to
the same extent and with the same effect as the provisions  contained in Section
5 of the Underwriting  Agreement  pursuant to which the underwriters have agreed
to indemnify the Company.

                  5.4.2 EXERCISE OF PURCHASE OPTIONS.  Nothing contained in this
Purchase  Option shall be construed as requiring the Holder(s) to exercise their
Purchase Options or Warrants  underlying such Purchase Options prior to or after
the initial filing of any registration statement or the effectiveness thereof.

                  5.4.3  DOCUMENTS  DELIVERED  TO  HOLDERS.  The  Company  shall
furnish  EBC,  as  representative  of the  Holders  participating  in any of the
foregoing  offerings,  a  signed  counterpart,  addressed  to the  participating
Holders,  of (i) an opinion of counsel to the Company,  dated the effective date
of  such  registration   statement  (and,  if  such  registration   includes  an
underwritten public offering, an opinion dated the date of the closing under any
underwriting  agreement related thereto), and (ii) a "cold comfort" letter dated
the effective date of such  registration  statement  (and, if such  registration
includes an underwritten public offering, a letter dated the date of the closing
under the underwriting  agreement) signed by the independent  public accountants
who have issued a report on the Company's financial  statements included in such
registration  statement,  in each case covering  substantially  the same matters
with  respect  to such  registration  statement  (and  the  prospectus  included
therein) and, in the case of such  accountants'  letter,  with respect to events
subsequent to the date of such financial statements,  as are customarily covered
in  opinions  of  issuer's  counsel and in  accountants'  letters  delivered  to
underwriters in underwritten  public offerings of securities.  The Company shall
also deliver promptly to EBC, as representative of the Holders  participating in
the offering, the correspondence and memoranda described below and copies of all
correspondence  between the Commission and the Company,  its counsel or

                                       6
<PAGE>

auditors and all memoranda  relating to  discussions  with the Commission or its
staff  with  respect  to  the   registration   statement   and  permit  EBC,  as
representative of the Holders, to do such investigation, upon reasonable advance
notice,   with  respect  to  information   contained  in  or  omitted  from  the
registration   statement  as  it  deems  reasonably  necessary  to  comply  with
applicable  securities  laws or rules of the National  Association of Securities
Dealers,  Inc.  ("NASD").  Such  investigation  shall  include  access to books,
records and properties and  opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at
such  reasonable  times and as often as EBC, as  representative  of the Holders,
shall  reasonably  request.  The Company  shall not be required to disclose  any
confidential  information  or other  records to EBC,  as  representative  of the
Holders,  or to any other  person,  until and  unless  such  persons  shall have
entered  into  reasonable  confidentiality  agreements  (in form  and  substance
reasonably satisfactory to the Company), with the Company with respect thereto.

                  5.4.4 UNDERWRITING AGREEMENT.  The Company shall enter into an
underwriting agreement with the managing underwriter(s), if any, selected by any
Holders  whose  Registrable  Securities  are being  registered  pursuant to this
Section 5, which  managing  underwriter  shall be  reasonably  acceptable to the
Company.  Such agreement shall be reasonably  satisfactory in form and substance
to the Company,  each Holder and such managing  underwriters,  and shall contain
such  representations,  warranties  and  covenants by the Company and such other
terms as are  customarily  contained  in  agreements  of that  type  used by the
managing underwriter. The Holders shall be parties to any underwriting agreement
relating to an  underwritten  sale of their  Registrable  Securities and may, at
their  option,  require  that  any or all the  representations,  warranties  and
covenants of the Company to or for the benefit of such  underwriters  shall also
be made to and for the  benefit  of such  Holders.  Such  Holders  shall  not be
required to make any  representations  or warranties  to or agreements  with the
Company or the underwriters  except as they may relate to such Holders and their
intended methods of  distribution.  Such Holders,  however,  shall agree to such
covenants  and   indemnification   and  contribution   obligations  for  selling
stockholders as are customarily contained in agreements of that type used by the
managing  underwriter.  Further,  such Holders shall execute appropriate custody
agreements and otherwise  cooperate fully in the preparation of the registration
statement  and other  documents  relating to any  offering in which they include
securities  pursuant to this  Section 5. Each Holder  shall also  furnish to the
Company such information  regarding itself,  the Registrable  Securities held by
it,  and the  intended  method of  disposition  of such  securities  as shall be
reasonably required to effect the registration of the Registrable Securities.

                  5.4.5 RULE 144 SALE.  Notwithstanding  anything  contained  in
this Section 5 to the contrary, the Company shall have no obligation pursuant to
Sections 5.1 or 5.2 for the  registration of Registrable  Securities held by any
Holder  (i) where such  Holder  would  then be  entitled  to sell under Rule 144
within any three-month period (or such other period prescribed under Rule 144 as
may be provided by amendment  thereof) all of the  Registrable  Securities  then
held by such Holder, and (ii) where the number of Registrable Securities held by
such Holder is within the volume  limitations  under  paragraph  (e) of Rule 144
(calculated as if such Holder were an affiliate within the meaning of Rule 144).

                  5.4.6 SUPPLEMENTAL  PROSPECTUS.  Each Holder agrees, that upon
receipt of any notice from the Company of the happening of any event as a result
of which the  prospectus  included  in the  Registration  Statement,  as then in
effect,  includes  an untrue  statement  of a material  fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the circumstances then existing,  such Holder
will immediately  discontinue  disposition of Registrable Securities pursuant to
the  Registration  Statement  covering such  Registrable  Securities  until

                                       7
<PAGE>

such Holder's  receipt of the copies of a  supplemental  or amended  prospectus,
and, if so desired by the Company,  such Holder shall deliver to the Company (at
the expense of the Company) or destroy (and deliver to the Company a certificate
of such  destruction) all copies,  other than permanent file copies then in such
Holder's  possession,  of the prospectus  covering such  Registrable  Securities
current at the time of receipt of such notice.

6. ADJUSTMENTS.

         6.1  ADJUSTMENTS  TO  EXERCISE  PRICE  AND  NUMBER OF  SECURITIES.  The
Exercise Price and the number of Units  underlying the Purchase  Option shall be
subject to adjustment from time to time as hereinafter set forth:

                  6.1.1 STOCK  DIVIDENDS - SPLIT-UPS.  If after the date hereof,
and subject to the  provisions of Section 6.4 below,  the number of  outstanding
shares of Common  Stock is increased  by a stock  dividend  payable in shares of
Common Stock or by a split-up of shares of Common Stock or other similar  event,
then,  on the  effective  date  thereof,  the  number of shares of Common  Stock
underlying  each of the  Units  purchasable  hereunder  shall  be  increased  in
proportion to such increase in outstanding  shares.  In such case, the number of
shares of Common Stock,  and the exercise price applicable  thereto,  underlying
the  Warrants  underlying  each of the  Units  purchasable  hereunder  shall  be
adjusted in  accordance  with the terms of the  Warrants.  For  example,  if the
Company  declares a two-for-one  stock dividend and at the time of such dividend
this  Purchase  Option is for the  purchase  of one Unit at $6.60 per whole Unit
(each Warrant  underlying  the Units is exercisable  for $5.00 per share),  upon
effectiveness  of the dividend,  this Purchase  Option will be adjusted to allow
for the purchase of one Unit at $6.60 per Unit,  each Unit  entitling the holder
to  receive  two  shares  of  Common  Stock  and  four  Warrants  (each  Warrant
exercisable for $2.50 per share).

                  6.1.2  AGGREGATION  OF SHARES.  If after the date hereof,  and
subject to the  provisions of Section 6.4, the number of  outstanding  shares of
Common Stock is decreased by a consolidation, combination or reclassification of
shares of Common Stock or other  similar  event,  then,  on the  effective  date
thereof,  the  number of shares of  Common  Stock  underlying  each of the Units
purchasable  hereunder  shall be decreased  in  proportion  to such  decrease in
outstanding  shares. In such case, the number of shares of Common Stock, and the
exercise price applicable  thereto,  underlying the Warrants  underlying each of
the Units  purchasable  hereunder shall be adjusted in accordance with the terms
of the Warrants.

                  6.1.3 REPLACEMENT OF SECURITIES UPON  REORGANIZATION,  ETC. In
case of any  reclassification  or  reorganization  of the outstanding  shares of
Common  Stock other than a change  covered by Section  6.1.1 or 6.1.2  hereof or
that solely affects the par value of such shares of Common Stock, or in the case
of any merger or consolidation  of the Company with or into another  corporation
(other than a  consolidation  or merger in which the  Company is the  continuing
corporation and that does not result in any  reclassification  or reorganization
of the  outstanding  shares  of  Common  Stock),  or in the  case of any sale or
conveyance to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved,  the Holder of this Purchase  Option shall have the right  thereafter
(until the  expiration  of the right of  exercise  of this  Purchase  Option) to
receive upon the exercise hereof,  for the same aggregate Exercise Price payable
hereunder  immediately  prior to such  event,  the kind and  amount of shares of
stock or other  securities or property  (including  cash)  receivable  upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution
following  any such sale or  transfer,  by a Holder  of the  number of shares of
Common Stock of the Company obtainable upon exercise of this Purchase Option and
the underlying

                                       8
<PAGE>

Warrants  immediately  prior to such  event;  and if any  reclassification  also
results in a change in shares of Common Stock covered by Section 6.1.1 or 6.1.2,
then such adjustment  shall be made pursuant to Sections  6.1.1,  6.1.2 and this
Section  6.1.3.  The provisions of this Section 6.1.3 shall  similarly  apply to
successive reclassifications,  reorganizations, mergers or consolidations, sales
or other transfers.

                  6.1.4  CHANGES  IN  FORM  OF  PURCHASE  OPTION.  This  form of
Purchase  Option  need not be changed  because of any  change  pursuant  to this
Section,  and  Purchase  Options  issued  after  such  change may state the same
Exercise  Price  and the same  number  of Units as are  stated  in the  Purchase
Options  initially  issued  pursuant to this  Agreement.  The  acceptance by any
Holder  of the  issuance  of new  Purchase  Options  reflecting  a  required  or
permissive  change  shall not be deemed  to waive  any  rights to an  adjustment
occurring after the Commencement Date or the computation thereof.

         6.2      [Intentionally Omitted]

         6.3 SUBSTITUTE  PURCHASE  OPTION.  In case of any  consolidation of the
Company  with,  or merger of the Company  with,  or merger of the Company  into,
another  corporation (other than a consolidation or merger which does not result
in  any  reclassification  or  change  of the  outstanding  Common  Stock),  the
corporation  formed by such consolidation or merger shall execute and deliver to
the Holder a  supplemental  Purchase  Option  providing  that the holder of each
Purchase  Option  then  outstanding  or to be  outstanding  shall have the right
thereafter  (until the stated  expiration of such  Purchase  Option) to receive,
upon  exercise of such Purchase  Option,  the kind and amount of shares of stock
and other securities and property  receivable upon such consolidation or merger,
by a holder of the  number of shares of Common  Stock of the  Company  for which
such  Purchase  Option  might  have  been  exercised  immediately  prior to such
consolidation, merger, sale or transfer. Such supplemental Purchase Option shall
provide for adjustments which shall be identical to the adjustments  provided in
Section  6.  The  above  provision  of this  Section  shall  similarly  apply to
successive consolidations or mergers.

         6.4  ELIMINATION  OF  FRACTIONAL  INTERESTS.  The Company  shall not be
required to issue certificates  representing fractions of shares of Common Stock
or Warrants upon the exercise of the Purchase  Option,  nor shall it be required
to issue  scrip or pay cash in lieu of any  fractional  interests,  it being the
intent of the parties  that all  fractional  interests  shall be  eliminated  by
rounding  any fraction up to the nearest  whole  number of  Warrants,  shares of
Common Stock or other securities, properties or rights.

7.  RESERVATION  AND LISTING.  The Company  shall at all times  reserve and keep
available out of its authorized  shares of Common Stock,  solely for the purpose
of issuance upon exercise of the Purchase Options or the Warrants underlying the
Purchase  Option,  such  number of shares of Common  Stock or other  securities,
properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Purchase  Options and payment of
the Exercise  Price  therefor,  all shares of Common Stock and other  securities
issuable upon such  exercise  shall be duly and validly  issued,  fully paid and
non-assessable  and not subject to  preemptive  rights of any  stockholder.  The
Company  further  covenants  and  agrees  that  upon  exercise  of the  Warrants
underlying the Purchase  Options and payment of the respective  Warrant exercise
price therefor,  all shares of Common Stock and other  securities  issuable upon
such exercise shall be duly and validly  issued,  fully paid and  non-assessable
and not subject to preemptive rights of any stockholder. As long as the Purchase
Options  shall be  outstanding,  the Company shall use its best efforts to cause
all (i) Units and shares of Common Stock  issuable upon exercise of the Purchase
Options,  (ii) Warrants issuable upon exercise of the Purchase Options and (iii)
shares of Common Stock  issuable upon  exercise of the Warrants  included in the
Units

                                       9
<PAGE>

issuable upon exercise of the Purchase  Option to be listed (subject to official
notice of issuance) on all securities exchanges (or, if applicable on the Nasdaq
National Market,  SmallCap Market,  OTC Bulletin Board or any successor  trading
market) on which the Units,  the Common Stock or the Public  Warrants  issued to
the public in connection herewith may then be listed and/or quoted.

8. CERTAIN NOTICE REQUIREMENTS.

         8.1 HOLDER'S RIGHT TO RECEIVE NOTICE. Nothing herein shall be construed
as conferring upon the Holders the right to vote or consent as a stockholder for
the  election  of  directors  or any  other  matter,  or as  having  any  rights
whatsoever as a stockholder of the Company.  If,  however,  at any time prior to
the  expiration of the Purchase  Options and their  exercise,  any of the events
described in Section 8.2 shall occur,  then, in one or more of said events,  the
Company  shall give written  notice of such event at least fifteen days prior to
the date fixed as a record  date or the date of closing the  transfer  books for
the determination of the stockholders  entitled to such dividend,  distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify  such record date or the date of the closing of the transfer  books,  as
the case may be.  Notwithstanding  the  foregoing,  the Company shall deliver to
each Holder a copy of each notice given to the other stockholders of the Company
at the  same  time and in the  same  manner  that  such  notice  is given to the
stockholders.

         8.2 EVENTS REQUIRING NOTICE.  The Company shall be required to give the
notice described in this Section 8 upon one or more of the following events: (i)
if the Company  shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution  payable
otherwise  than in cash, or a cash dividend or  distribution  payable  otherwise
than out of retained earnings,  as indicated by the accounting treatment of such
dividend or distribution on the books of the Company,  or (ii) the Company shall
offer to all the holders of its Common  Stock any  additional  shares of capital
stock of the Company or securities  convertible  into or exchangeable for shares
of capital  stock of the Company,  or any option,  right or warrant to subscribe
therefor,  or (iii) a  dissolution,  liquidation  or winding  up of the  Company
(other than in connection  with a  consolidation  or merger) or a sale of all or
substantially all of its property, assets and business shall be proposed.

         8.3 NOTICE OF CHANGE IN EXERCISE  PRICE.  The Company  shall,  promptly
after an event  requiring a change in the Exercise  Price  pursuant to Section 6
hereof,  send notice to the Holders of such event and change  ("Price  Notice").
The Price Notice shall  describe the event  causing the change and the method of
calculating  same and  shall be  certified  as being  true and  accurate  by the
Company's President and Chief Financial Officer.


                                       10
<PAGE>

         8.4 TRANSMITTAL OF NOTICES. All notices,  requests,  consents and other
communications  under this  Purchase  Option  shall be in  writing  and shall be
deemed to have been duly made when hand delivered,  or mailed by express mail or
private courier service: (i) If to the registered Holder of the Purchase Option,
to the address of such Holder as shown on the books of the  Company,  or (ii) if
to the Company, to the following address or to such other address as the Company
may designate by notice to the Holders:

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

9. MISCELLANEOUS.

         9.1 AMENDMENTS. The Company and EBC may from time to time supplement or
amend this Purchase  Option  without the approval of any of the Holders in order
to cure any ambiguity,  to correct or supplement any provision  contained herein
that may be defective or inconsistent  with any other provisions  herein,  or to
make any other  provisions in regard to matters or questions  arising  hereunder
that the Company and EBC may deem  necessary or  desirable  and that the Company
and EBC deem shall not adversely  affect the interest of the Holders.  All other
modifications  or amendments  shall require the written consent of and be signed
by the party  against  whom  enforcement  of the  modification  or  amendment is
sought.

         9.2 HEADINGS. The headings contained herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.

10. ENTIRE  AGREEMENT.  This Purchase Option (together with the other agreements
and documents  being  delivered  pursuant to or in connection with this Purchase
Option)  constitutes the entire  agreement of the parties hereto with respect to
the  subject   matter  hereof,   and   supersedes   all  prior   agreements  and
understandings  of the parties,  oral and  written,  with respect to the subject
matter hereof.

         10.1 BINDING  EFFECT.  This  Purchase  Option shall inure solely to the
benefit of and shall be binding  upon,  the  Holder  and the  Company  and their
permitted assignees,  respective successors,  legal representatives and assigns,
and no other  person  shall have or be  construed to have any legal or equitable
right,  remedy or claim  under or in  respect  of or by virtue of this  Purchase
Option or any provisions herein contained.

         10.2 GOVERNING LAW;  SUBMISSION TO  JURISDICTION.  This Purchase Option
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.
The  Company  hereby  agrees  that any action,  proceeding  or claim  against it
arising out of, or relating in any way to this Purchase  Option shall be brought
and  enforced in the courts of the State of New York or of the United  States of
America for the Southern  District of New York, and irrevocably  submits to such
jurisdiction,  which jurisdiction shall be exclusive.  The Company hereby waives
any objection to such exclusive  jurisdiction  and that such courts represent an
inconvenient  forum. Any process or summons to be served upon the Company may be
served by  transmitting a copy thereof by

                                       11
<PAGE>

registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed to it at the address set forth in Section 8 hereof. Such mailing shall
be deemed  personal  service and shall be legal and binding  upon the Company in
any action,  proceeding  or claim.  The  Company  and the Holder  agree that the
prevailing  party(ies)  in any such action shall be entitled to recover from the
other party(ies) all of its reasonable  attorneys' fees and expenses relating to
such action or proceeding  and/or  incurred in connection  with the  preparation
therefor.

         10.3  WAIVER,  ETC.  The failure of the Company or the Holder to at any
time enforce any of the  provisions of this Purchase  Option shall not be deemed
or construed to be a waiver of any such provision,  nor to in any way affect the
validity of this  Purchase  Option or any  provision  hereof or the right of the
Company or any Holder to  thereafter  enforce  each and every  provision of this
Purchase Option. No waiver of any breach,  non-compliance or  non-fulfillment of
any of the  provisions  of this  Purchase  Option shall be effective  unless set
forth in a written  instrument  executed by the party or parties against whom or
which  enforcement  of such waiver is sought;  and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.

         10.4 EXECUTION IN COUNTERPARTS. This Purchase Option may be executed in
one or more  counterparts,  and by the  different  parties  hereto  in  separate
counterparts,  each of which shall be deemed to be an original, but all of which
taken together shall  constitute  one and the same  agreement,  and shall become
effective when one or more  counterparts  has been signed by each of the parties
hereto and delivered to each of the other parties hereto.

         10.5  EXCHANGE  AGREEMENT.  As a condition of the Holder's  receipt and
acceptance of this Purchase Option, Holder agrees that, at any time prior to the
complete  exercise  of this  Purchase  Option by Holder,  if the Company and EBC
enter into an agreement ("Exchange Agreement") pursuant to which they agree that
all outstanding  Purchase  Options will be exchanged for securities or cash or a
combination of both, then Holder shall agree to such exchange and become a party
to the Exchange Agreement.

         10.6 UNDERLYING  WARRANTS.  At any time after exercise by the Holder of
this  Purchase  Option,  the  Holder may  exchange  his  Warrants  (with a $6.25
exercise  price) for Public  Warrants (with a $5.00 exercise price) upon payment
to the Company of the  difference  between the exercise price of his Warrant and
the exercise price of the Public Warrants.


                                       12
<PAGE>

         IN WITNESS  WHEREOF,  the Company has caused this Purchase Option to be
signed by its duly authorized officer as of the ____ day of __________, 2005.


                                           ISRAEL TECHNOLOGY ACQUISITION CORP.


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

                                       13
<PAGE>

Form to be used to exercise Purchase Option:

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




Date:_________________, 200__

                  The undersigned hereby elects irrevocably to exercise all or a
portion  of the within  Purchase  Option  and to  purchase  ____ Units of Israel
Technology  Acquisition  Corp. and hereby makes payment of $____________ (at the
rate of $_________ per Unit) in payment of the Exercise Price pursuant  thereto.
Please issue the Common Stock and Warrants as to which this  Purchase  Option is
exercised in accordance with the instructions given below.

                                       OR

                  The undersigned hereby elects irrevocably to convert its right
to purchase  _________  Units  purchasable  under the within  Purchase Option by
surrender of the  unexercised  portion of the attached  Purchase  Option (with a
"Value" based of $_______ based on a "Market  Price" of $_______).  Please issue
the  securities  comprising  the  Units  as to which  this  Purchase  Option  is
exercised in accordance with the instructions given below.


                                                    ____________________________
                                                    Signature

                                                    ____________________________
                                                    Signature Guaranteed



                  INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name_____________________________________________________________
                       (Print in Block Letters)

Address__________________________________________________________


                  NOTICE:  THE SIGNATURE TO THIS FORM MUST  CORRESPOND  WITH THE
NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY  PARTICULAR
WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE  WHATSOEVER,  AND  MUST  BE
GUARANTEED  BY A BANK,  OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A
FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.

                                       14
<PAGE>

Form to be used to assign Purchase Option:


                                   ASSIGNMENT


                  (To be executed by the registered  Holder to effect a transfer
of the within Purchase Option):

                  FOR VALUE RECEIVED,___________________________________________
does hereby sell, assign and transfer unto______________________________________
the right to purchase  __________ Units of Israel  Technology  Acquisition Corp.
("Company")  evidenced by the within Purchase  Option and does hereby  authorize
the Company to transfer such right on the books of the Company.

Dated:___________________, 200_


                                                    ____________________________
                                                    Signature


                                                    ____________________________
                                                    Signature Guaranteed



                  NOTICE:  THE SIGNATURE TO THIS FORM MUST  CORRESPOND  WITH THE
NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY  PARTICULAR
WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE  WHATSOEVER,  AND  MUST  BE
GUARANTEED  BY A BANK,  OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A
FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.

                                       15