EXHIBIT 10.11

                                                                   EXHIBIT 10.11



                                                July 13, 2005


Israel Technology Acquisition Corp.
00 Xxxxxxxxx Xx.
Xxx Xxxx 00000
Xxxxxx

                  Re:  Israel Technology Acquisition Corp. ("Company")
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Gentlemen:

                  Each of the undersigned hereby waives his right to exercise
conversion rights with respect to any shares of the Company's common stock owned
by the undersigned, directly or indirectly, and agrees that he will not seek
conversion with respect to such shares in connection with any vote to approve a
business combination (as is more fully described in the Company's Prospectus
dated July 12, 2005).

                                                     Very truly yours,



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