EXHIBIT 4.5

                                    AGREEMENT

     This Agreement (the "Agreement") is entered as of December 18, 2006, by and
among (i) LanOptics Ltd. (the "Company"), an Israeli company whose shares are
listed for trading on the Nasdaq, (ii) EZchip Technologies Ltd. ("EZchip"), an
Israeli company which is a subsidiary of the Company, (iii) Plenus Technologies
Ltd. ("Plenus Technologies") and (iv) Plenus II Limited Partnership, a limited
partnership formed under the laws of the State of Israel and Plenus II (D.C.M.),
Limited Partnership, a limited partnership formed under the laws of State of
Israel (collectively, "Plenus II").

     WHEREAS, EZchip has granted Plenus Technologies a Warrant (the "Warrant"),
dated April 30, 2003, to purchase from EZchip Preferred C Shares (as such term
is defined in the Warrant) (the "Warrant Shares"), upon the terms and conditions
set forth in the Warrant; and

     WHEREAS, pursuant to the Credit Line Agreement between EZchip and Plenus II
dated August 21, 2006, EZchip issued and delivered to Plenus II 910,000
Preferred C Shares (the "Additional C Shares").

     WHEREAS, the Company, EZchip and certain shareholders of EZchip have
entered into an Exchange Right Agreement, dated May 8, 2003 (the "Exchange
Agreement"), according to which the Company granted to each of the Major
Shareholders (as such term is defined in the Exchange Agreement) the right to
exchange all of the preferred shares of EZchip held by them for ordinary shares
of the Company, at the Exchange Ratio (as such term is defined in the Agreement)
(the "Exchange Right"); and

     WHEREAS subject to the provisions contained herein, the Company and EZchip
wish to grant Plenus Technologies and Plenus II the Exchange Right and other
related rights granted to the Major Shareholders, all upon the terms and subject
to the conditions set forth therein (the "Plenus Exchange Right"), and

     WHEREAS Plenus wishes to exercise the Warrant in full, and immediately
thereafter consummate such Plenus Exchange Right with respect to the Warrant
Shares and the Additional C Shares, all upon the terms and subject to the
conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:

1.   By executing this Agreement, Plenus II and Plenus Technologies shall be
     deemed to be "Participating Investors" (as defined in the Exchange
     Agreement) with respect to the Warrant Shares and the Additional C Shares
     and shall have all the rights and obligations of Participating Investors
     set forth in the Exchange Agreement; provided, however, that (i) Section
     4.1(b) of the Exchange Agreement shall not apply to Plenus II and Plenus
     Technologies and (ii) for the purpose of Section 3.5 to the Exchange
     Agreement, the issued and outstanding share capital of the Company as of
     the date of this Agreement consists of 11,754,760 Ordinary Shares.

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     The Company and EZchip confirm that no other approval or consent of any
     third party shall be required for grant of such rights to Plenus II and
     Plenus Technologies.

2.   Immediately upon execution of this Agreement, Plenus Technologies shall be
     deemed to have exercised the Warrant in full, for an aggregate exercise
     price of $375,000 (reflecting an exercise price of $0.8161 per each Warrant
     Share)(the "EXERCISE PRICE") and will receive from EZchip newly issued
     459,507 Preferred C Shares, which when delivered upon such exercise of the
     Warrant, will be fully paid and non-assessable, free from all liens and
     charges or other third party rights with respect to the transfer thereof
     pursuant to the provisions of this Agreement; provided, however, that the
     exercise of the Warrant shall be deemed conditional upon the actual
     exchange into Company shares described herein.

     In the event that Plenus Technologies transfers the Exercise Price to
     EZchip prior to the Closing (as defined below), then if the Closing of the
     Exchange Agreement is not consummated within 30 days following the date
     hereof, EZchip shall be required to promptly return the Exercise Price to
     Plenus Technologies, the Warrant shall remain unchanged, Plenus
     Technologies shall continue to have all the rights pursuant thereto, and
     this Agreement and all the rights and obligations of the parties hereto
     shall be terminated without any further liability of any of the parties
     hereto.

3.   The Warrant Shares issuable to Plenus Technologies following the Exercise
     of the Warrant as well as the Additional C Shares issued to Plenus II
     pursuant to the Credit Agreement shall be exchanged into shares of the
     Company, at the Closing, in accordance with the terms of the Exchange
     Agreement.

     On the date of the Closing (as such term is defined in the Exchange
     Agreement):

     (1) Plenus shall be deemed to have exercised the Plenus Exchange Right at
     the Exchange Ratio by delivering the certificates representing the
     Additional C Shares and duly executed share transfer deed with respect to
     the Warrant Shares and Additional C Shares to the Company's legal counsel

     (2) the Company shall deliver to Plenus Technologies share certificates
     representing the 119,672 ordinary shares of the Company issued to Plenus
     Technologies following the exchange of the Warrant Shares into ordinary
     shares of the Company, and shall deliver to Plenus II share certificates
     representing the 236,997 ordinary shares of the Company issued to Plenus II
     following the exchange of the Additional C Shares into ordinary shares of
     the Company (of which 215,667 shall be issued to Plenus II Limited
     Partnership and 21,330 shall be issued to Plenus II (D.C.M.), Limited
     Partnership).

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4.   This Agreement, when executed by the parties, shall be deemed to be a
     Notice of Exercise (as defined in the Warrant) duly surrounded by Plenus
     Technologies to EZchip with respect to all of the Warrant Shares.
     Immediately following the execution of this Agreement and in any event
     prior to the consummation of the Closing of the Exchange Agreement, Plenus
     shall transfer the Exercise Price to EZchip to the following bank account:
     Company's bank account

     EZCHIP TECHNOLOGIES LTD
     UBANK LTD.-  26, BRANCH - 303,
     ACCOUNT NO. 90844-4,
     SWIFT CODE: IGBTILIT

5.   This Agreement and the Exchange Agreement constitutes the entire agreement
     between the parties with respect to the subject matter hereof, and
     supersedes all prior understandings, agreements and discussions between
     them, oral or written, with respect to such subject matter. This Agreement
     shall not be modified or amended except by a written instrument, signed by
     the parties hereto.

                           [Signature Page to Follow]

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  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officer as of the date first
                                 above written.

LANOPTICS LTD.

By:      ___________________________

Name:    ___________________________

Title:   ___________________________


EZCHIP TECHNOLOGIES LTD.

By:      ___________________________

Name:    ___________________________

Title:   ___________________________


PLENUS TECHNOLOGIES LTD.

By:      ___________________________

Name:    ___________________________

Title:   ___________________________

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PLENUS II, LIMITED PARTNERSHIP

By:      ___________________________

Name:    ___________________________

Title:   ___________________________


PLENUS II (D.C.M), LIMITED PARTNERSHIP

By:      ___________________________

Name:    ___________________________

Title:   ___________________________