Addendum to Employment Agreement

Employee has been engaged by Company since 2000, and since January 1, 2006 is engaged pursuant to the Employment Agreement;

The parties have agreed that, as of the date of the closing of the contemplated merger transaction (the “Addendum Effective Date” and the “Closing”, respectively), among the Corporation, the Israel Technology Acquisition Corp., and the ITAC Acquisition Subsidiary Corp. (the “Group”) and subject thereto, the terms and position of the Employee’s employment shall automatically be modified and the Employment Agreement amended, in accordance with the terms set forth below.

The preface to this Addendum constitutes an indivisible and integral part thereof.

Unless otherwise defined herein, the capitalized terms appearing herein shall have the meanings attributed to them in the Employment Agreement or, where expressly so indicated, in the Agreement and Plan of Merger entered into as of February 28, 2006 (the “Merger Agreement”).

Starting on the Addendum Effective Date the position of the Employee shall change to co-Chairman of the Group and any reference to Chairman in Employee’s Employment Agreement shall as of the Addendum Effective Date change to “co-Chairman”. Employee agrees that changing his position to “co-Chairman” will not be considered as a just cause for termination by the Employee.

As of the Addendum Effective Date, the terms of Employee’s engagement shall be modified as follows:

In addition to the Salary and all other rights and benefits provided for under Exhibit A of the Employment Agreement, and commencing with the 2006 calendar year, the Employee shall be entitled to an annual bonus for each calendar year in which he was employed in a gross amount calculated as follows(the “Annual Bonus”):

The Annual Bonus shall be paid within five (5) Business Days following the filing of the Parent’s Annual Report on Form 10K with the Securities and Exchange Commission for the relevant year. Subject to the provisions of Section 4.3 of this Addendum, in the event of a termination of the Employment Agreement prior to completion of any calendar year and/or prior to the publication of the financial statements for a given calendar year, Employee shall be entitled to the proportionate share of the Annual Bonus and the Target Bonuses (based upon a calculation of the applicable bonus for the entire calendar year in which the Employment Agreement has been terminated), as the case may be, which shall be paid within the timeframe provided for in the Addendum.

Immediately following the Closing, the Board of Directors of the Parent shall grant Employee options to purchase 750,000 shares of the Parent's Common Stock (the "Additional Options") which shall vest in accordance with the following terms:

Upon reaching the 2007 Net Profit Target (as defined in, and in accordance with the terms of, the Merger Agreement), an aggregate number of Additional Options shall vest equal to 150,000 multiplied by a fraction (A) the numerator of which shall be the excess of Parent’s net income of the calendar year ending December 31, 2007 over $15,000,000 and (B) the denominator of which shall be $10,000,000. In no event shall the fraction in the preceding sentence exceed one (1); any of the foregoing Additional Options not vested in accordance with the foregoing shall expire and be of no further effect; and

Upon reaching the 2008 Net Profit Target (as defined in, and in accordance with the terms of, the Merger Agreement) an aggregate number of Additional Options shall vest equal to 150,000 multiplied by a fraction (A) the numerator of which shall be the excess of Parent’s net income for the calendar year ending December 31, 2008 over $20,000,000 and (B) the denominator of which shall be $25,000,000. In no event shall the fraction in the preceding sentence exceed one (1); any of the foregoing Additional Options not vested in accordance with the foregoing shall expire and be of no further effect; and

450,000 of the Additional Options, a third of which shall vest upon and be conditional upon achievement of each of the First Share Price Trigger (150,000 Additional Options), the Second Price Trigger (150,000 Additional Options), and the Third Price Trigger (150,000 Additional Options) (as each term is defined in, and in accordance with the terms of, the Merger Agreement). Provided, however, that the First Share Price Trigger, the Second Price Trigger, and the Third Price Trigger shall be deemed to have occurred only if such relevant Share Price shall have remained during any twenty (20) Trading Days during any thirty (30) consecutive Trading Day period at any time during the period commencing on the Closing and ending on the fourth anniversary thereof. Upon the fourth anniversary from Closing, any Additional Options not vested in accordance with the foregoing shall expire and be of no further effect.

The foregoing vesting schedule shall be accelerated in every event where the Holders and the Derivative Holders (as such terms are defined in the Merger Agreement) shall be entitled to acceleration of the issuance of any Additional Shares (as such term is defined in the Merger Agreement).

The Additional Options shall be granted pursuant to the Parent’s employee share option plan to be established under Section 102 of the Israel Tax Ordinance. The exercise price of the Additional Options shall be US$5.00 (five US dollars) per share of Parent’s Common Stock issuable upon such exercise

In addition to the Additional Options, Employee shall be entitled to the following cash bonuses:

a cash bonus in the gross amount of US $200,000 (two hundred thousand US dollars) upon achievement of the First Share Price Trigger during any twenty (20) Trading Days during any thirty (30) consecutive Trading Day period at any time during the period commencing on the Closing and ending on the fourth anniversary thereof (the "Share Price Bonus"); and

a cash bonus of the gross amount of up to US$800,000 (eight hundred thousand US dollars) (“Second Bonus”) upon the employee becoming entitled to the Share Price Bonus under 4.2.4.1 above and the occurrence of any one of the following conditions, as follows: (i) if the Parent receives funds upon the exercise of warrants outstanding on the date of the Merger Agreement to acquire shares of Parent Common Stock (“Parent Warrants”) of no less than US$ 45 million, the Employee shall be entitled to the full amount of the Second Bonus; (ii) if the Parent’s Board calls for the cashless exercise of the lower of (a) all outstanding Parent Warrants or (b) 69% of the Parent Warrants, the Employee shall be entitled to the full amount of the Second Bonus; and (iii) if Parent receives proceeds from the exercise of Parent Warrants in the amount of less than US$45 million, then a proportionate amount of the Second Bonus shall be payable to Employee - the sum of which shall be calculated by multiplying the Second Bonus by a fraction, the numerator of which shall be the amount of such proceeds and the denominator of which shall be US$45 million. Sums payable under (iii) above shall be calculated and payable on an annual basis and shall be deemed on account of payments due under (i) and (ii) above. Under no event will the aggregate amount payable to Employee under this subsection 4.2.4.2 exceed US$800,000.

(a) cash bonuses in the gross amount of US $200,000 (two hundred thousand US dollars) each for the achievement of each of the (i) the Revenue Target (as defined in the Merger Agreement) during calendar year 2006; (ii) the Second Price Trigger; and (iii) the Third Price Trigger; (b) upon reaching the 2007 Net Profit Target, a cash bonus in the gross amount of US$200,000 (two hundred thousand US dollars) multiplied by a fraction (A) the numerator of which shall be the excess of Parent’s net income of the calendar year ending December 31, 2007 over $15,000,000 and (B) the denominator of which shall be $10,000,000. In no event shall the fraction in the preceding sentence exceed one (1); (c) Upon reaching the 2008 Net Profit Target, a cash bonus in the gross amount of US$200,000 (two hundred thousand US dollars) multiplied by a fraction (A) the numerator of which shall be the excess of Parent’s net income for the calendar year ending December 31, 2008 over $20,000,000 and (B) the denominator of which shall be $25,000,000. In no event shall the fraction in the preceding sentence exceed one (1). The bonuses included in this Section shall be referred herein as the “Target Bonuses”.

Section 2.2 of the Employment Agreement shall be amended and restated as follows:

In the event of (i) a Termination for Cause; or (ii) a termination by Employee of the Employment Agreement other than for Justifiable Reason , then Employee shall only be entitled to (a) Salary and benefits set forth in Sections 3, 4 and 5 of the Employment Agreement and (b) Annual Bonuses, Target Bonuses, Share Price Bonus, Second Bonus, and Additional Options (subject to vesting events and conditions precedent set forth in this Addendum ), which would have been due to him in a three-month period following the furnishing of the Termination Notice. Any Additional Options and Corporation Options vested prior to expiry of the three months period shall be exercisable no later than 6 months following such date or earlier upon so called "Change of Control" events as set forth in the Company's Plan; upon a so called "Change of Control" event such Corporation Options and Additional Options shall be subject to adjustment/swap/early exercise in the same manner as other options subject to the Plan.

Immediately prior to the Closing, and as a bonus to Employee for his efforts in connection with the consummation of the transactions contemplated by the Merger Agreement, the Board of Directors of the Corporation shall issue to the Employee that number of shares of the Corporation’s Common Stock, pursuant to the Corporation’s share option plan established under Section 102 of the Israel Tax Ordinance (the “Shares”), which upon conversion to shares of Common Stock of the Parent shall equal 216,000 shares of the Parent’s Common Stock

With regard to options presently held by Employee to purchase Common Stock in the Corporation (the “Corporation Options”), Employee hereby waives any acceleration or other rights pertaining to any securities held by him which may be triggered by the merger transaction among the Group.

The parties hereto confirm that the Employee has engaged, and shall continue to engage, in other business or professional activities as set forth in Section 1.2 of the Employment Agreement and that he shall continue to devote the same portion of his business time to the fulfillment of his duties towards the Company as he has done prior to the date hereof.

The provisions of this Addendum are subject to the Closing and are in amendment of the provisions of the Employment Agreement. In the event of an inconsistency between the provisions of the Employment Agreement and the provisions of this Addendum, the provisions of this Addendum shall prevail.

For the removal of doubt it is hereby clarified that, other than as specifically amended hereby, the provisions of the Employment Agreement shall remain in full force and effect.

Employee confirms that for purposes of severance pay under Israeli law and/or his Employment Agreement, his employment period commences on January 1, 2006 and any service provided by Employee to the Company prior to such date in any capacity shall not be deemed a period of employment for severance pay purposes. Employee hereby fully and forever waives any claims and/or demands for severance pay for the period preceding January 1, 2006. Employee further confirms that other than an outstanding debt which, as of the date of signing this Addendum amounts to US$261,000 (two hundred sixty one thousand US dollars) and reimbursement of expenses in the ordinary course of business, the Company or any of its affiliated entities, including the Corporation, has no outstanding debts and liabilities to the Employee arising under any relationship with the Company preceding the signing date of this Addendum and that he has no claims, demands and requests from the Company for any such debts and liabilities. For the removal of doubt, it is hereby clarified that the foregoing confirmation does not apply to any debt or liability that may arise following the date of signing of this Addendum.

If Employee converts his Employment Agreement into a Service Management Agreement under Section 7 of his Employment Agreement, then this Addendum shall be adjusted accordingly so as to apply to such alternative legal relationship with the Employee at no additional cost or expense upon the Group.