EXHIBIT 4.4

                            EXCHANGE RIGHT AGREEMENT

     This EXCHANGE RIGHT AGREEMENT (this "Agreement") is dated as of May 8,
2003, by and between LanOptics Ltd., an Israeli company (the "Company"),
E.Z.Chip Technologies Ltd., an Israeli company ("EZchip"), and the investors
listed on Exhibit A attached hereto (each an "Investor" and together the
"Investors").

     WHEREAS The Investors are holders of preferred shares of EZchip which is
controlled by the Company and the Company is holding preferred shares and
ordinary shares of EZchip; and

     WHEREAS The Company wishes to grant to each of the Investors the right to
exchange its preferred shares in EZchip for Shares to be issued and sold by the
Company, and the Investors wish to be granted such exchange right, all as
further set forth in this Agreement.

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

                              ARTICLE I DEFINITIONS

          SECTION 1.1 DEFINITIONS.

               (a) "CLOSING" shall have the meaning assigned to such term in
          Section 3.4 hereof.

               (b) "COMMISSION" shall mean the U.S. Securities and Exchange
          Commission.

               (c) "EFFECTIVE DATE" shall mean the date the Registration
          Statement of the Company covering the Shares being subscribed for
          hereby is declared effective by the Commission.

               (d) "EXCHANGE ACT" shall mean the U.S. Securities Exchange Act of
          1934, as amended, and the rules and regulations of the Commission
          promulgated thereunder.

               (e) "EXCHANGE NOTICE" shall mean a written notice sent by a Major
          Shareholder to the Company and EZchip in which such Major Shareholder
          gives irrevocable notice of its desire to exchange all of its shares
          in EZchip for Shares.

               (f) "EXCHANGE RATIO" shall have the meaning assigned to such term
          in Exhibit 1.1(f) attached hereto.

               (g) "EXCHANGE RIGHT" shall have the meaning assigned to such term
          in Section 2.1.

               (h) "GOLDMAN SHAREHOLDERS" shall mean the Goldman Sachs Group,
          Inc., GS EZC Employee Holdings, L.L.C., GS PEP Tech EZC Holdings,
          L.L.C., GS PEP 1999 Direct EZC Holdings, L.L.C. and any Permitted
          Transferee (as defined in EZchip's Third Amended and Restated Articles
          of Association) of any of the foregoing holding shares of EZchip.


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               (i) "JK&B SHAREHOLDERS" shall mean JK&B Shalom II LLC, JK&B
          Capital III, Civil Law Partnership and any Permitted Transferee (as
          defined in EZchip's Third Amended and Restated Articles of
          Association) of any of the foregoing holding shares of EZchip.

               (j) "MAJOR SHAREHOLDER" shall mean each of the following
          shareholder groups: the Goldman Shareholders, JK&B Shareholders, Nokia
          Shareholders or Star Shareholders.

               (k) "NOKIA SHAREHOLDERS" shall mean Nokia Venture Partners II,
          LP, NVP II Affiliates Fund, LP, and any Permitted Transferee (as
          defined in EZchip's Third Amended and Restated Articles of
          Association) of any of the foregoing holding shares of EZchip.

               (l) "PARTICIPATING INVESTOR" shall have the meaning assigned to
          such term in Section 3.1.

               (m) "PURCHASE AGREEMENT" shall mean the Series C Share Purchase
          Agreement dated March 3, 2003, among the Company, EZchip and the Major
          Shareholders.

               (n) "REGISTRABLE SECURITIES" shall have the meaning assigned to
          such term in Section 4.1(a).

               (o) "REGISTRATION STATEMENT" shall have the meaning assigned to
          such term in Section 4.1(a).

               (p) "SECURITIES ACT" shall mean the U.S. Securities Act of 1933,
          as amended, and the rules and regulations of the Commission
          promulgated thereunder.

               (q) "SHARES" or "ORDINARY SHARES" shall mean the Ordinary Shares
          of the Company NIS0.02 par value per share that may be purchased
          hereunder.

               (r) "STAR SHAREHOLDERS" shall mean SVE Star Ventures Enterprises
          No. VII, a German Civil Law Partnership (with limitation of
          liability); SVM Star Ventures Managementgesellschaft mbH, Nr. 3 & Co.
          Beteiligungs KG Nr. 3; SVM Star Ventures Managementgesellschaft mbH,
          Nr. 3; SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG; and Star
          Seed Enterprise, a German Civil Law Partnership (with limitation of
          liability) and any Permitted Transferee (as defined in EZchip's Third
          Amended and Restated Articles of Association) of any of the foregoing
          holding shares of EZchip.

               (s) "TRADING DAY" shall mean (a) any day on which the Ordinary
          Shares are traded on the Nasdaq National Market, or (b) if the
          Ordinary Shares are not then listed or quoted for trading on the
          Nasdaq National Market, then any day on which trading occurs on the
          New York Stock Exchange (or any successor thereto).

               ARTICLE II EXCHANGE RIGHT OF THE MAJOR SHAREHOLDERS

          SECTION 2.1 EXCHANGE RIGHT. Each of the Major Shareholders is hereby
     granted the right, subject to the terms and conditions of this Agreement,
     to exchange all (but not less than all) of its shares in EZchip for Shares
     of the Company (the "EXCHANGE RIGHT").

          SECTION 2.2 EXCHANGE RIGHT TERM. The Exchange Right is exercisable by
     the Major Shareholders until the earlier of the (i) initial public offering
     of EZchip's securities ("IPO"); or (ii) sale of all or substantially all of
     EZchip's assets or securities ("SALE").



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          SECTION 2.3 METHOD OF EXCHANGE RIGHT EXERCISE. The Exchange Right may
     be exercised by any Major Shareholder by the delivery to the Company and
     EZchip, during the Exchange Right term specified in Section 2.2, of an
     Exchange Notice in the form of Exhibit 2.3. Within 5 business days from
     receipt by the Company and EZchip of any Exchange Notice from any Major
     Shareholder(s) (each, an "Initiating Shareholder"), the Company shall send
     a written notice to the other Major Shareholders, specifying the identity
     of the Initiating Shareholder(s). Each such Major Shareholder shall have 10
     days to respond to such notice given by the Company (such 15 days period
     commencing from the receipt of the Exchange Notice, the "Response Period").
     If until the end of the Response Period the Company and EZchip shall
     receive an Exchange Notice which, together with all Exchange Notices
     previously received during such Response Period (including from the
     Initiating Shareholders), constitutes the receipt of Exchange Notices from
     at least three (3) Major Shareholders, the Major Shareholder who has not
     delivered an Exchange Notice shall automatically be deemed to have
     delivered an Exchange Notice and irrevocably agreed to immediately exercise
     its Exchange Right according to the terms of Article III. If the Company
     and EZchip have received sufficient Exchange Notices to trigger the
     compulsory exchange of all Major Shareholders' shares in EZchip for
     Ordinary Shares, in accordance with the preceding sentence, the Company
     shall also so specify in the written notice. No Major Shareholder shall be
     entitled to exercise the Exchange Right, unless the Company and EZchip
     shall receive an Exchange Notice which, together with all Exchange Notices
     previously received during the applicable Response Period, including from
     the Initiating Shareholders, constitutes the receipt of Exchange Notices
     from at least two (2) Major Shareholders. If the Company shall have
     received such Exchange Notices from at least two (2) Major shareholders,
     such Major Shareholders shall be entitled to immediately exercise their
     Exchange Right according to the terms of Article III. In such event, the
     Company shall also make the Exchange Right available to other preferred
     shareholders of EZchip (excluding EZchip employees, other than as set forth
     in section 2.5) by offering them to exchange their shares in EZchip in the
     same terms set forth in this Agreement. If, on the other hand, at the end
     of the Response Period the Company shall not receive an Exchange Notice
     from any Major Shareholder(s) other than from one Initiating Shareholder,
     then the Exchange Right shall not be triggered, without first again
     complying with the procedure described in this Section 2.3 above.

If at any given time during the Exchange Right Term, two (2) out of the four (4)
Major Shareholders (the "Remaining Major Shareholders") have not exercised their
Exchange Right according to this Section 2.3, then, any Exchange Notice given by
a Remaining Major Shareholder that has not previously exercised its Exchange
Right shall constitute the receipt of Exchange Notices from all the Remaining
Major Shareholders and they shall automatically be deemed to have delivered
Exchange Notices and irrevocably agreed to immediately exercise their Exchange
Rights according to the terms of Article III.

          SECTION 2.4 Each Major Shareholder agrees and undertakes that if it
     gives an Exchange Notice (or is deemed to have given an Exchange Notice
     according to Section 2.3 above) within a period in which the Maximum
     Additional Closing Amount (as such term is defined in Section 2.3 of the
     Purchase Agreement) has not yet been invested, then such Major Shareholder
     shall immediately be deemed to exercise its exchange right with respect to
     any EZchip Series C Preferred Shares that it may subsequently acquire (if
     such Major Shareholder shall subsequently exercise its right according to
     Section 2.3 of the Purchase Agreement and when such additional Preferred
     Shares are acquired) in any Additional Closing pursuant to Section 2.3 of
     the Purchase Agreement. In such event the Exchange Right procedure set
     forth in Article III below shall apply with respect to any additional
     EZchip Series C Preferred Shares purchased in any Additional Closing
     pursuant to Section 2.3 to the Purchase Agreement, immediately upon
     consummation of such Additional Closing.


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          SECTION 2.5 By executing this Agreement, all the Investors and the
     Company hereby waive all of their rights of first offer, first refusal or
     any other similar right they may have, with respect to the transfer of the
     EZchip Shares contemplated hereunder.

Notwithstanding anything to the contrary in EZchip's Third Amended and Restated
Articles of Association and in the Purchase Agreement or any exhibit thereto, it
is agreed by all Parties hereto that unless otherwise agreed by all Investors
and the Company, (i) an Investor's right to exchange shares of EZchip with
Shares of the Company shall only be made according to the terms of this
Agreement, (ii) an Investor shall not sell or otherwise transfer any of its
shares to the Company other than pursuant to the terms of this Agreement, and
(iii) the Company shall not exchange any of its shares with any employee of
EZchip holding securities in EZchip unless it has previously exchanged the
Shares with all the Major Shareholders according to the terms of this Agreement.

          SECTION 2.6 The consummation of the Exchange Right, and the Purchase
     of Shares by the Major Shareholders (or by at least two of the Major
     Shareholders, as applicable) , shall take place as soon as possible after
     the Exchange Notice, and in accordance with the procedure set forth in
     Article III below.

       ARTICLE III PURCHASE AND SALE OF SHARES; REPRESENTATIONS OF COMPANY

          SECTION 3.1 PURCHASE AND SALE OF SHARES. Subject to the terms and
     conditions of this Agreement, each Investor that exercises (or is deemed to
     exercise) the Exchange Right (the "PARTICIPATING INVESTOR") agrees,
     severally and not jointly, to purchase at the Closing (as defined below),
     and the Company agrees to issue and sell to each Participating Investor at
     the Closing, that number of ordinary shares of the Company, NIS 0.02 par
     value per share (the "ORDINARY SHARES"), obtained by multiplying all of
     such Investor's shares in EZchip by the Exchange Ratio, and rounded to the
     nearest whole number (the Exchange Right may not be exercised for
     fractional shares).

          SECTION 3.2 CONSIDERATION. In consideration for the Shares, each
     Participating Investor agrees, severally and not jointly, to transfer to
     the Company all of its Series A Preferred Shares (if any), Series B
     Preferred Shares (if any), Series C Preferred Shares (if any), Ordinary
     Shares (if any) and any other class of shares of EZchip, NIS 0.01 nominal
     value per share (collectively, the "EZCHIP SHARES").

          SECTION 3.3 SHARE CERTIFICATES. Against transfer of the EZchip Shares
     by the Participating Investors to the Company, at the Closing the Company
     shall issue a Share Certificate to each Participating Investor indicating
     the number of Shares purchased by such Participating Investor.

          SECTION 3.4 CLOSING. The purchase and sale of the Shares (the
     "CLOSING") shall take place at the offices of Naschitz, Brandes & Co., 5
     Tuval Street, Tel Aviv 67897 Israel, within three (3) business days of
     attainment of all of the following (the "CLOSING DATE"; it is agreed that
     the Closing Date shall not be later than 10 days from the end of the
     Response Period):


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               (a) the deposit by the Investors in escrow with Naschitz, Brandes
          & Co. of duly executed, but undated, share transfer deeds with respect
          to the applicable EZchip Shares, to be held in trust by Naschitz,
          Brandes & Co. and released at the Closing and the deposit by the
          Company with Naschitz, Brandes & Co of Shares certificates
          representing the number of Shares purchased by the Participating
          Investor(s);

               (b) delivery to the Participating Investors of an opinion of
          legal counsel to the Company in the form attached hereto as Exhibit
          3.4(b);

               (c) the expiration of the waiting period pursuant to NASDAQ Rule
          4320(e)(15), if applicable; and

               Each party shall deliver all documents, instruments and writings
          required to be delivered by such party pursuant to this Agreement at
          or prior to the Closing Date.

          SECTION 3.5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as
     disclosed in Exhibit 3.5 to this Agreement, the Company hereby represents
     and warrants to the Investors as of the date hereof as follows:

               (a) The Company is a company duly incorporated and validly
          existing under the laws of Israel. This Agreement constitutes, or
          shall constitute when executed and delivered, a valid and binding
          obligation of the Company enforceable against the Company in
          accordance with its terms. Without limiting the generality of the
          foregoing, the Company knows of no reasons why it will not be able to
          register the Registrable Securities as provided in Article IV.

               (b) The Company is authorized to issue the Shares pursuant to
          this Agreement, and the same shall be issued free and clear of any and
          all liens, encumbrances, security interests and claims of any kind and
          nature, and no third party holds any right or interest (beneficial,
          voting or otherwise) in the Shares. The Shares when issued and paid
          for as provided herein will be fully-paid and non-assessable.

               (c) The execution, delivery and performance of this Agreement and
          the consummation of the transactions contemplated in this Agreement
          and the fulfillment of the terms of this Agreement have been duly
          authorized by all necessary corporate action and will not conflict
          with or constitute a breach of, or default under, or result in the
          creation or imposition of any lien, charge or encumbrance upon any
          property or assets of the Company pursuant to, any contract,
          indenture, mortgage, loan agreement, deed, trust, note, lease,
          sublease, voting agreement, voting trust or other instrument or
          agreement to which the Company is a party or by which it may be bound,
          or to which any of the property or assets of the Company is subject,
          and will not trigger anti-dilution rights or other rights to acquire
          additional equity securities of the Company, nor will such action
          result in any violation of the provisions of the articles of
          association of the Company or any applicable statute, law, rule,
          regulation, ordinance, decision, directive or order.


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               (d) For the three (3) years preceding the date hereof, the
          Company has timely filed all reports, schedules, forms, statements and
          other documents required to be filed by it with the Commission
          pursuant to the reporting requirements of the Exchange Act, including
          material filed pursuant to Section 13(a) or 15(d) of the Exchange Act
          (all of the foregoing including filings incorporated by reference
          therein being referred to herein as the "COMMISSION DOCUMENTS"). The
          Company has not provided to the Investors any information which,
          according to applicable law, rule or regulation, should have been
          disclosed publicly by the Company but which has not been so disclosed,
          other than with respect to the transactions contemplated by this
          Agreement. The Form 20-FA for the year ended December 31, 2001, as
          amended, complied in all material respects with the requirements of
          the Exchange Act and the rules and regulations of the Commission
          promulgated thereunder, and the said Form 20-F did not contain any
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary in order to make the
          statements therein, in light of the circumstances under which they
          were made, not misleading. The financial statements of the Company
          included in the Commission Documents comply as to form in all material
          respects with applicable accounting requirements and the published
          rules and regulations of the Commission applicable thereto or other
          applicable rules and regulations with respect thereto. Such financial
          statements have been prepared in accordance with Israeli generally
          accepted accounting principles ("GAAP") applied on a consistent basis
          during the periods involved (except (i) as may be otherwise indicated
          in such financial statements or the notes thereto or (ii) in the case
          of unaudited interim statements, to the extent they may not include
          footnotes or may be condensed or summary statements), and fairly
          present in all material respects the financial position of the Company
          and its subsidiaries as of the dates thereof and the results of
          operations and cash flows for the periods then ended (subject, in the
          case of unaudited statements, to normal year-end audit adjustments,
          not material in amount).

               (e) The Company meets the eligibility requirements for the use of
          Form F-3 for the registration of securities in a transaction involving
          secondary offerings.

               (f) The Company has no contract, arrangement or understanding
          with any broker, finder or similar agent with respect to the issuance
          of the Shares to the Investors and transfer of the EZchip Shares, as
          contemplated by this Agreement.

               (g) Capitalization.

                    (i) The authorized share capital of the Company consists of
               30,000,000 Ordinary Shares.

                    (ii) As of the date hereof, the issued and outstanding share
               capital of the Company consists of 8,467,285 Ordinary Shares. The
               issued and outstanding Ordinary Shares of the Company have been
               duly authorized and validly issued, are fully paid and
               non-assessable and have not been issued in violation of and are
               not otherwise subject to any preemptive or other similar rights.

                    (iii) The Company has reserved 397,100 Ordinary Shares for
               issuance upon the exercise of share options granted or available
               for future grant under the Company's employee incentive share
               option plans (the "Plans").

With the exception of the foregoing, there are no outstanding subscriptions,
options, warrants, convertible or exchangeable securities or other rights
granted to or by the Company to purchase Ordinary Shares or other securities of
the Company and there are no commitments, plans or arrangements to issue any
Ordinary Shares or any security convertible into or exchangeable for Ordinary
Shares.


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               (h) Issuance, Sale and Delivery of the Shares.

                    (i) The issuance of the Shares is not subject to preemptive
               or other similar rights or antidilution rights. Except as set
               forth in this Agreement, no further approval or authority of the
               shareholders or the Board of Directors of the Company will be
               required for the issuance and sale of the Shares to be sold by
               the Company as contemplated in this Agreement. Except as set
               forth in this Agreement, the Company is not required to obtain
               any consent, approval, license, permit or authorization of, or
               make any declaration, filing or registration with, any third
               party or any governmental or regulatory authority in connection
               with (a) the execution and delivery of this Agreement and for the
               issuance and sale of the Shares to be sold by the Company as
               contemplated in this Agreement, and (b) the consummation of the
               transactions contemplated hereby.

                    (ii) Neither the Company nor any of its subsidiaries or
               affiliates, nor any Person acting on its or their behalf, (x) has
               engaged in any form of general solicitation or general
               advertising (within the meaning of Regulation D) in connection
               with the offer or sale of the Shares, (y) has, directly or
               indirectly, made any offers or sales of any security or solicited
               any offers to buy any security, under any circumstances that
               would require registration of the Shares under the Securities Act
               or (z) has issued any Ordinary Shares or other securities or
               instruments convertible into, exchangeable for or otherwise
               entitling the holder thereof to acquire Ordinary Shares which
               would be integrated with the sale of the Shares to such Purchaser
               for purposes of the Securities Act or of any applicable
               stockholder approval provisions, including, without limitation,
               under the rules and regulations of The Nasdaq Stock Market, nor
               will the Company or any of its subsidiaries or affiliates take
               any action or steps that would require registration of any of the
               Shares under the Securities Act or cause the offering of the
               Shares to be integrated with other offerings. Assuming the
               accuracy of the representations and warranties of the Investors
               in Section 3.2 hereof, the offer and sale of the Shares by the
               Company to the Investors pursuant to this Agreement will be
               exempt from the registration requirements of the Securities Act.

               (i) NO MATERIAL CHANGE. Since December 31, 2002,

                    (i) there has not been any change, event or development
               having, or that could be reasonably expected to have,
               individually or in the aggregate, a material adverse effect on
               the condition, financial or otherwise, or the earnings, assets or
               business affairs of the Company and its subsidiaries taken as a
               whole;

                    (ii) other than the transactions contemplated by this
               Agreement, there have been no transactions entered into by the
               Company other than those in the ordinary course of business which
               are material with respect to the Company;

                    (iii) there has been no dividend or distribution of any kind
               declared, paid or made by the Company on any class of its share
               capital; and


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                    (iv) the Company has no new material contingent obligations.

               (j) TRANSFER TAXES. The Company shall be liable for, and shall
          pay when due, any transfer, documentary, registration, stamp, value
          added or other similar taxes (other than income taxes) payable by
          reason of the transactions contemplated by this Agreement or
          attributable to the initial sale to the Investors of the Shares.

               (k) MISCELLANEOUS

                    (i) There is no litigation, judgment, or statute prohibiting
               the sale of the Shares to the Participating Investors as such
               sale is contemplated pursuant to the terms of the Agreement;

                    (ii) The Company's Ordinary Shares are listed on the Nasdaq
               SmallCap Market and TA Stock Exchange and the Company has not
               received a cease trading or de-listing order or a de-listing
               warning from the Nasdaq SmallCap Market or the TA Stock Exchange
               with respect to its securities; and

                    (iii) The Company shall cause the issuance of the Shares to
               the Investors pursuant to the terms of the Agreement.

          SECTION 3.6 The Company shall update the representations set forth in
     Section 3.5 above after receiving an Exchange Notice from at least two
     Major Investors and prior to the Closing date. In addition, the Company
     shall notify the Major Investors, within 10 days from the publication of
     its annual financial statements, of any change in any of the
     representations set forth in Section 3.5 above which materially and
     adversely affects the business, condition (financial or otherwise), or
     results of operations of the Company.

     ARTICLE IV REGISTRATION AND ACCREDITED INVESTOR RIGHTS AND OBLIGATIONS

          SECTION 4.1 REGISTRATION STATEMENT.

               (a) FILING AND EFFECTIVENESS. The Company will file as soon as
          commercially practicable after each Closing, and in any event no later
          than five (5) business days after each Closing Date, a Form F-3 (or if
          not eligible at such time to file Form F-3, a Form F-1) registration
          statement with the Commission (the "REGISTRATION STATEMENT"), for
          non-underwritten resale into the open market or in privately
          negotiated transactions of the Shares (the "REGISTRABLE SECURITIES")
          by the Participating Investors or by the limited or general partners
          of the Participating Investors to whom the shares have been
          distributed. Once filed, the Company shall use best efforts to cause
          such Registration Statement registering the Registrable Securities to
          be declared effective within ninety (90) days from the Closing Date.
          The Company will notify the Participating Investors and its transfer
          agent of the effectiveness of the Registration Statement within three
          (3) Trading Days of such event.


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               (b) LIQUIDATED DAMAGES FOR FAILURE TO REGISTER. In the event that
          the Registration Statement is not declared effective by the Commission
          within one hundred and twenty (120) days from the Closing Date (the
          "REGISTRATION DEFAULT"), then the Company will pay to the
          Participating Investors, pro rata among themselves, as liquidated
          damages and not as a penalty, during any period in which the
          Registration Default is occurring, US$86,513 per calendar week, or a
          pro rata amount for a portion thereof until the Registration Default
          no longer exists ("LIQUIDATED DAMAGES"). Such payment of the
          Liquidated Damages shall be made to the Participating Investors upon
          five (5) Trading Days' irrevocable notice to the Participating
          Investors, in cash, on the last day of each week during which the
          Registration Default occurred or was continuing, without demand
          therefor by the Investors; PROVIDED, HOWEVER, that the payment of the
          Liquidated Damages shall not relieve the Company from its obligations
          to register the Shares pursuant to this Section. Notwithstanding the
          foregoing, if the Company furnishes to the Participating Investors a
          certificate signed by the President of the Company describing in
          reasonable detail any circumstances outside of the control of the
          Company which have delayed or may delay the filing of the Registration
          Statement (which circumstances shall not include delay on the part of
          the SEC in responding to submissions filed by the Company if such
          delay could reasonably have been anticipated), the time period
          referred to in the first sentence of this subsection (b) shall be
          extended by the number of days during which such circumstances
          prevail.

               (c) EFFECTIVENESS PERIOD. The Company will maintain the
          Registration Statement effective under the Securities Act until the
          earlier of (i) the date that all of the Shares have been sold pursuant
          to such Registration Statement, (ii) the date the Participating
          Investors receive an opinion from counsel to the Company, which
          counsel shall be reasonably acceptable to the Investors, that the
          Shares may be sold under the provisions of Rule 144 without limitation
          as to volume, or (iii) the date that all Shares have been otherwise
          transferred to persons who may trade such Shares without restriction
          under the Securities Act, and the Company has delivered a new
          certificate or other evidence of ownership for such Shares not bearing
          a restrictive legend, or (iv) twenty-four (24) months from the
          Effective Date. Notwithstanding the foregoing, if the Company
          furnishes to the Investors a certificate signed by the President of
          the Company stating (x) that there shall have occurred any event, or
          there shall exist any circumstances, which would require the
          disclosure of material non-public information that the Company has a
          reasonable justification for keeping confidential, or (y) that there
          shall have occurred any event which makes any statement made in the
          Registration Statement, the Prospectus forming a part thereof, or any
          document incorporated therein by reference untrue or which requires
          the making of any changes in such Registration Statement, Prospectus
          or incorporated document so that they will not contain any untrue
          statement of a material fact or omit to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading, the Participating Investors shall forthwith
          discontinue disposition of the Shares covered by such Registration
          Statement until such Investors shall be in receipt of written notice
          from the Company to the effect that use of the Registration Statement
          or Prospectus may be resumed and shall have been furnished copies of
          any amended or supplemented Registration Statement or Prospectus or
          incorporated documents, as the case may be. In the event that the
          Company shall furnish a certificate as contemplated by the previous
          sentence suspending the use of the Registration Statement or
          Prospectus, the time period referred to in clause (iv) of the first
          sentence of this subsection (c) shall be extended by the number of
          days during the period from and including the date of giving such
          notice to and including the date when the Participating Investors
          shall have received the copies of the amended or supplemented
          Registration Statement or Prospectus or incorporated documents, as the
          case may be.

               (d) ADDITIONAL ACTIONS IN CONNECTION WITH THE REGISTRATION
          STATEMENT. In addition to the foregoing, the Company shall:


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                    (i) promptly furnish to the Participating Investors with
               respect to the Shares registered under the Registration Statement
               such reasonable number of copies of the Prospectus, including any
               supplements to or amendments of the Prospectus, and, upon
               request, the Preliminary Prospectus, in order to facilitate the
               public sale or other disposition of all or any of the Shares by
               the Investors;

                    (ii) during the period when copies of the Prospectus are
               required to be delivered under the Securities Act or the Exchange
               Act, will file all documents required to be filed with the
               Commission pursuant to Section 13 or 15 of the Exchange Act
               within the time periods required by the Exchange Act and the
               rules and regulations promulgated thereunder;

                    (iii) timely file documents required of the Company for
               customary state level securities law clearance in all states
               requiring such clearance;

                    (iv) bear all expenses in connection with the procedures in
               this Section 4.1 and the registration of the Shares pursuant to
               the Registration Statement, but not including any fees and
               expenses of any advisers to the Participating Investors or
               brokerage fees and commissions incurred by the Participating
               Investors;

                    (v) not allow any shareholders other than the Participating
               Investors and any other shareholder of EZchip which have elected
               to exchange their EZchip Shares with Shares in accordance with
               the terms of this Agreement, to include their shares in the
               Registration Statement other than investors in a private
               placement contemplated by the Company of shares having a market
               value of not more than approximately $20,000,000, whose inclusion
               will not delay the filing of the Registration Statement or affect
               the full registration of all Participating Investors' Shares; and

                    (vi) provide the Participating Investors with a copy of the
               Registration Statement at least two (2) business days prior to
               filing such Registration Statement and allow the Participating
               Investors' counsel to comment on and to approve any information
               in the Registration Statement relating to such Participating
               Investor; provided, however, that the five (5) day deadline and
               the 90 day deadlines in Section 3.1(a), and the 120-day deadline
               in Section 3.1(b) shall be extended by the number of days past
               the second business day that the filing of such Registration
               Statement is delayed due to the rights of Participating
               Investors' counsel to approve the aforementioned information in
               the Registration Statement.

          SECTION 4.2 INVESTORS REPRESENTATIONS.

               (a) EZCHIP SHARES. Each Investor represents and warrants that the
          EZchip Shares indicated next to its name on Exhibit A are fully-paid
          and non-assessable and are owned by it, free and clear of any and all
          liens, encumbrances, security interests and claims of any kind and
          nature, and no third party holds any right or interest (beneficial,
          voting or otherwise) in such EZchip Shares.


                                       10
<PAGE>


               (b) AUTHORITY. Each Investor represents and warrants that it has
          full power and authority to enter into and consummate the transactions
          contemplated by this Agreement, and the consent of no other party or
          entity is necessary for the consummation of the transactions
          contemplated herein other than as set forth herein.

               (c) BROKERS. Each Investor represents and warrants that it has no
          contract, arrangement or understanding with any broker, finder or
          similar agent with respect to the issuance of the Shares to the
          Investors and transfer of the EZchip Shares, as contemplated by this
          Agreement.

               (d) INVESTOR STATUS DECLARATION. Each Investor represents and
          warrants that it is an Accredited Investor within the meaning of Rule
          501 of Regulation D promulgated under the Securities Act, and each
          Investor represents and warrants that it understands that an
          investment in the Shares involves a high degree of risk, including a
          risk of total loss of such Investor's investment, that it has such
          knowledge and experience as to be capable of evaluating the merits and
          risks of its investment in the Shares.

               (e) PURCHASE ENTIRELY FOR OWN ACCOUNT. Each Investor represents
          and warrants that it is acquiring the Shares for investment and for
          Investor's own account (and if such Investor is acquiring the Shares
          in beneficiary - for its beneficiary's own account), not as a nominee
          or agent, and not with a view to the resale or distribution (other
          than to its general and limited partners) of any part thereof, and
          except as aforesaid Investor has no present intention of, or any
          arrangement or understanding with any other Persons with respect to,
          selling, granting any participation in, or otherwise distributing the
          same, PROVIDED that nothing in this section shall constitute an
          agreement by Investor to hold or refrain from disposing of the Shares
          for any amount of time, except as set forth in Section 4.1, and
          PROVIDED FURTHER, that any transfer, sale or other disposition of the
          Shares by Investor shall comply in all respects with the requirements
          of the Securities Act and similar provisions of state law. Investor
          does not presently have any contract, undertaking, agreement or
          arrangement with any person to sell, transfer or grant participation
          to such person or to any third person, with respect to any of the
          Shares.

               (f) RESTRICTED SECURITIES. Each Investor understands that the
          Shares have not been, and will not at the time of sale and issuance by
          the Company be, registered under the Securities Act by reason of a
          specific exemption from the registration provisions of the Securities
          Act which depends upon, among other things, the bona fide nature of
          the investment intent and the accuracy of Investor's representations
          as expressed herein. Each Investor understands that the Shares are
          "restricted securities" under applicable U.S. federal and state
          securities laws and regulations, and that pursuant to these laws,
          Investors must hold the Shares indefinitely unless the Shares are
          registered with the Commission and qualified by necessary state
          authorities or an exemption from such registration and qualification
          requirements is available. Each Investor further acknowledges that if
          an exemption from registration or qualification is available, it may
          be conditioned on various requirements including, but not limited to,
          the time and manner of sale, the holding period for the Shares, and
          requirements relating to the Company which are outside of Investor
          control and which the Company is under no obligation, except as set
          forth herein, to satisfy.

               (g) INFORMATION. Each Investor acknowledges that (i) it has been
          furnished with all materials relating to the business, finances and
          operations of the Company and materials relating to the offer and sale
          of the Shares which have been requested by the Investor; (ii) it has
          not relied upon any representations or other information (whether oral
          or written) other than as set forth in the representations and
          warranties of the Company contained herein and the Commission
          Documents, (iii) it has been afforded the opportunity to ask questions
          of, and receive answers from, the Company, all of which questions were
          answered to such Investor's satisfaction; (iv) it has sought such
          accounting, legal and tax advice as it has considered necessary to
          make an informed investment decision with respect to its acquisition
          of the Shares; (v) it understands that it (and not the Company) shall
          be responsible for Investor's own tax liabilities that may arise as a
          result of this investment or the transactions contemplated by this
          Agreement; (vi) it has reviewed the Company's Annual Report on Form
          20-F for the year ended December 31, 2001, and with Reports on Form
          6-K filed since December 31, 2001, all as filed with the SEC; and
          (vii) it understands that an investment in the Company may be
          considered as a high-risk investment, and the Investor nevertheless
          has voluntarily agreed to consummate the investment.


                                       11
<PAGE>


               (h) DISCLOSURES TO THE COMPANY. Each Investor understands that
          the Company is relying on the statements contained herein to establish
          an exemption from registration under federal and state securities
          laws. Such Investor will promptly notify the Company of any changes in
          the information set forth in the Registration Statement regarding such
          Investor.

          SECTION 4.3 INDEMNIFICATION.

               (a) INDEMNIFICATION BY COMPANY. In the event of a registration of
          any Shares pursuant to this Article IV, the Company will indemnify and
          hold harmless the Participating Investors and each officer, director,
          employee and agent of each of the foregoing, against any expenses,
          losses, claims, damages or liabilities, joint or several, to which
          Participating Investors may become subject under the Securities Act,
          any state securities law or otherwise, including any of the foregoing
          incurred in settlement of any litigation, commenced or threatened,
          insofar as such expenses, losses, claims, damages or liabilities (or
          actions in respect thereof) arise out of or are based upon any untrue
          statement or alleged untrue statement of any material fact contained,
          on the Effective Date thereof, in any registration statement under
          which such Shares are registered under the Securities Act, any
          preliminary prospectus or final prospectus contained therein, or any
          amendment or supplement thereof, or arise out of or are based upon the
          omission or alleged omission to state therein a material fact required
          to be stated therein or necessary to make the statements therein in
          light of the circumstances under which they were made not misleading;
          PROVIDED, HOWEVER, that the Company will not be liable in any such
          case to a Participating Investor to the extent that any such expense,
          loss, claim, damage or liability arises out of or is based upon an
          untrue statement or alleged untrue statement or omission or alleged
          omission made in such registration statement, said preliminary
          prospectus or said prospectus or said amendment or supplement in
          reliance upon and in conformity with written information furnished in
          writing to the Company by or on behalf of such Participating Investor
          specifically for use in the preparation thereof and, PROVIDED,
          FURTHER, that the Company will not be liable in any such case to the
          extent that any such expense, loss, claim, damage or liability arises
          out of or is based upon an untrue statement or alleged untrue
          statement or omission or alleged omission made in such registration
          statement, said preliminary prospectus or said prospectus has been
          corrected in an amendment or supplement thereto and if, having
          previously been furnished by or on behalf of the Company with copies
          of the registration statement, preliminary prospectus or prospectus as
          amended or supplemented the Participating Investors fail to deliver
          such amended or supplemented registration statement, preliminary
          prospectus or prospectus in connection with the sale of Shares to any
          person asserting such expense, loss, claim, damage or liability.


                                       12
<PAGE>


               (b) INDEMNIFICATION BY THE PARTICIPATING INVESTORS. In the event
          of any registration of any Shares under the Securities Act pursuant to
          this Article IV, each Participating Investor, severally and not
          jointly, will indemnify and hold harmless the Company, each officer of
          the Company who signs the registration statement, and each director of
          the Company and all other Participating Investors and each of their
          officers or directors against any and all such expenses, losses,
          claims, damages or liabilities referred to in the first paragraph of
          this Section 4.3, if the statement, alleged statement, omission or
          alleged omission in respect of which such expense, loss, claim, damage
          or liability is asserted was made in reliance upon and in conformity
          with information furnished in writing to the Company by or on behalf
          of such Participating Investor specifically for use in connection with
          the preparation of such registration statement, preliminary
          prospectus, prospectus, amendment or supplement; PROVIDED, FURTHER,
          that such Participating Investor will not be liable in any such case
          to the extent that any such expense, loss, claim, damage or liability
          arises out of or is based upon an untrue statement or alleged untrue
          statement or omission or alleged omission made in such registration
          statement, said preliminary prospectus or said prospectus has been
          corrected in an amendment or supplement thereto and if, having
          previously been furnished by or on behalf of the Company with copies
          of the registration statement, preliminary prospectus or prospectus as
          amended or supplemented the party seeking indemnification fails to
          deliver such amended or supplemented registration statement,
          preliminary prospectus or prospectus in connection with the sale of
          Shares to any person asserting such expense, loss, claim, damage or
          liability; and PROVIDED, FURTHER, that in no event shall the liability
          of a Participating Investor exceed the amount of net proceeds received
          by such Participating Investor from the offering under such
          registration statement..

               (c) INDEMNIFICATION PROCEDURE. Each party entitled to
          indemnification under this Section 4.3 (the "INDEMNIFIED PARTY") shall
          give notice to the party required to provide indemnification (the
          "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual
          knowledge of any claim as to which indemnity may be sought, and shall
          permit the Indemnifying Party to assume the defense of any such claim
          or any litigation resulting thereon, PROVIDED that the Indemnified
          Party may participate in such defense at its own expense, and PROVIDED
          FURTHER that the failure of any Indemnified Party to give notice as
          provided herein shall not relieve the Indemnifying Party of its
          obligations under this Section 4.3 except to the extent such failure
          resulted in actual detriment to the Indemnifying Party. No
          Indemnifying Party, in the defense of any such claim or litigation,
          shall, except with the consent of each Indemnified Party, consent to
          entry of any judgment or enter into any settlement which does not
          include as an unconditional term thereof the giving by the claimant or
          plaintiff to such Indemnified Party of a release from all liability in
          respect to such claim or litigation. Each Indemnified Party shall
          furnish such information regarding itself or the claim in question as
          an Indemnifying Party may reasonably request in writing and as shall
          be reasonably required in connection with defense of such claim and
          litigation resulting therefrom.

                         ARTICLE V ADDITIONAL COVENANTS

          SECTION 5.1 TRANSFER RESTRICTIONS.

               (a) Each Participating Investor shall not sell or otherwise
          dispose of the LanOptics Shares held by it except as follows: (i)
          one-third of the LanOptics Shares may be sold or otherwise disposed of
          at any time following the Closing Date, (ii) an additional one-third
          of the LanOptics Shares may be sold or otherwise disposed of at any
          time beginning ninety (90) days after the Closing Date, and (iii) the
          remaining one-third of the LanOptics Shares may be sold or otherwise
          disposed of at any time beginning one hundred and eighty (180) days
          after the Closing Date. Notwithstanding the foregoing, (i) until such
          time as the Registration Statement referred to in Section 4.1 is
          declared effective, the Participating Investors shall not make any
          sales except to affiliated entities or QIBs under Rule 144A, or
          pursuant to an exemption from the registration requirements of the
          United States federal securities laws, and (ii) the Participating
          Investors shall be entitled to sell their shares without volume or
          time restriction in connection with a third party's acquisition or
          proposed acquisition of the Company, tender offer for, merger or
          change of control of, the Company.


                                       13
<PAGE>


               (b) The Investors agree to the imprinting, so long as is required
          by this Section 5.1, of the following legend (the "LEGEND") on any
          certificate evidencing Shares:

               THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
               EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
               RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
               ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
               MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
               AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
               REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
               WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
               OPINION OF COUNSEL TO THE TRANSFEROR, REASONABLY ACCEPTABLE TO
               THE COMPANY, TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
               REASONABLY ACCEPTABLE TO THE COMPANY.

               (c) Certificates evidencing the Shares shall not contain any
          legend (including the legend set forth in Section 5.1(b)), (i) while a
          registration statement covering the resale of such security is
          effective under the Securities Act, or (ii) following any sale of such
          Shares pursuant to Rule 144, or (iii) if such Shares are eligible for
          sale under Rule 144(k), or (iv) if such legend is not required under
          applicable requirements of the Securities Act (including judicial
          interpretations and pronouncements issued by the Staff of the
          Commission).

          SECTION 5.2 The Company will use best efforts to list the Shares for
     trading on the Nasdaq system or any relevant market or system, if
     applicable.

                            ARTICLE VI MISCELLANEOUS

          SECTION 6.1 EFFECTIVENESS. This Agreement shall be effective only upon
     consummation of the following condition precedents, to the reasonable
     satisfactory of the Investors holding majority of the EZchip Shares: (i)
     the receipt of approvals from the Office of the Chief Scientist of Israel
     and the Israel Investment Center to the transactions contemplated by this
     Agreement, (ii) the receipt of approval of the board of directors of EZchip
     for the transfer of the EZchip Shares to the Company as contemplated by
     this Agreement, and (iii) the receipt of approval of the Board of Directors
     of the Company for the transactions contemplated hereunder. The Company and
     EZchip, as the case may be, agree to use their reasonable best efforts to
     cause the satisfaction of the conditions set forth above.

          SECTION 6.2 FEES AND EXPENSES. Each party will pay its own fees and
     expenses related to the transactions contemplated by this Agreement.

          SECTION 6.3 CONSENT TO JURISDICTION AND GOVERNING LAW. Each of the
     Company and Investors (i) hereby irrevocably submit to the exclusive
     jurisdiction of the appropriate courts in Tel Aviv, Israel for the purposes
     of any suit, action or proceeding arising out of or relating to this
     Agreement and (ii) hereby waives, and agrees not to assert in any such
     suit, action or proceeding, any claim that it is not personally subject to
     the jurisdiction of such court, that the suit, action or proceeding is
     brought in an inconvenient forum or that the venue of the suit, action or
     proceeding is improper. Each of the Company and each of the Investors
     consent to process being served in any such suit, action or proceeding by
     mailing a copy thereof to such party at the address in effect for notices
     to it under this Agreement and agrees that such service shall constitute
     good and sufficient service of process and notice thereof. Nothing in this
     Section shall affect or limit any right to serve process in any other
     manner permitted by law. This Agreement shall be governed by and construed
     in accordance with the internal laws of the State of Israel, without giving
     effect to the choice of law provisions thereof.


                                       14
<PAGE>


          SECTION 6.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the
     entire understanding of the parties with respect to the matters covered
     hereby and, except as specifically set forth herein, neither the Company
     nor Investors makes any representations, warranty, covenant or undertaking
     with respect to such matters. The parties hereto may not amend this
     Agreement or any rights or obligations hereunder without the prior written
     consent of the Company, EZchip and all Major Shareholders.

          SECTION 6.5 NOTICES. Any notice, demand, request, waiver or other
     communication required or permitted to be given hereunder shall be in
     writing and shall be effective (a) upon hand delivery, by telecopy or
     facsimile at the address or number designated below (if delivered on a
     business day during normal business hours where such notice is to be
     received), or the first business day following such delivery (if delivered
     other than on a business day during normal business hours where such notice
     is to be received) or (b) on the second business day following the date of
     dispatch by express courier service, fully prepaid, addressed to such
     address, or upon actual receipt of such dispatch, whichever shall first
     occur. The addresses for such communications shall be:

If to the Company:     LanOptics Ltd.
                       1 Hatamar Street
                       P.O.Box 527
                       Yokneam 20692, Israel

                       Tel. No.:  (972)-4-959 6666
                       Fax No.:   (972)-4-959 4166
                       Attention:  CFO

If to the Investors:   To the address and fax number indicated on Exhibit A
                       hereof.

     Any party hereto may from time to time change its address for notices by
giving at least ten (10) days written notice of such changed address to the
other party hereto.

          SECTION 6.6 WAIVERS. No provision of this Agreement may be waived
     other than by a written instrument signed by the party against whom
     enforcement of any such waiver is sought. No waiver by either party of any
     default with respect to any provision, condition or requirement of this
     Agreement shall be deemed to be a continuing waiver in the future or a
     waiver of any other provisions, condition or requirement hereof, nor shall
     any delay or omission of any party to exercise any right hereunder in any
     manner impair the exercise of any such right accruing to it thereafter.


                                       15
<PAGE>


          SECTION 6.7 HEADINGS. The article, section and subsection headings in
     this Agreement are for convenience only and shall not constitute a part of
     this Agreement for any other purpose and shall not be deemed to limit or
     affect any of the provisions hereof.

          SECTION 6.8 SUCCESSORS AND ASSIGNS. Investors may not assign this
     Agreement to any person (except for assignment to Permitted Transferees or
     to any third party acquiring all applicable Major Shareholder's
     shareholdings, or at least 50% of such holdings) without the prior consent
     of the Company, which consent will not be unreasonably withheld. This
     Agreement shall be binding upon and inure to the benefit of the parties and
     their successors and permitted assigns.

          SECTION 6.9 COUNTERPARTS. This Agreement may be executed in any number
     of counterparts, all of which taken together shall constitute one and the
     same instrument.

          SECTION 6.10 SEVERABILITY. The provisions of this Agreement are
     severable and, in the event that any court of competent jurisdiction shall
     determine that any one or more of the provisions or part of the provisions
     contained in this Agreement shall, for any reason, be held to be invalid,
     illegal or unenforceable in any respect, such invalidity, illegality or
     unenforceability shall not affect any other provision or part of a
     provision of this Agreement, and this Agreement shall be reformed and
     construed as if such invalid or illegal or unenforceable provision, or part
     of such provision, had never been contained herein, so that such provisions
     would be valid, legal and enforceable to the maximum extent possible.

          SECTION 6.11 FURTHER ASSURANCES. From and after the date of this
     Agreement, upon the request of the Investors or the Company, each of the
     Company and the Investors shall execute and deliver such instruments,
     documents and other writings as may be reasonably necessary or desirable to
     confirm and carry out and to effectuate fully the intent and purposes of
     this Agreement.

          SECTION 6.12 "BLUE SKY" LAWS. In connection with the issuance of the
     Shares pursuant to this Agreement and any intended disposition of the
     Shares by the Participating Investors pursuant to the Registration
     Statement referred to in Article IV hereof, the Company will use its
     reasonable best efforts to register or qualify all Shares under such state,
     local or foreign securities or "blue sky" laws of such jurisdictions as the
     Participating Investors shall reasonably request, and do any and all other
     acts and things that may be reasonably necessary to enable the sale of the
     Shares to the Participating Investors or to consummate the disposition by
     the Participating Investors of Shares pursuant to the Registration
     Statement; PROVIDED, HOWEVER, that the Company shall not for any such
     purpose be required to qualify generally to do business as a foreign
     corporation in any jurisdiction wherein it is not so qualified, or to
     subject itself to taxation in respect of doing business in any such
     jurisdiction, or to consent to general service of process in any such
     jurisdiction.

          SECTION 6.13 It is acknowledged that the Investors or any of them,
     have entered into that certain Series C Share Purchase Agreement dated
     March 3, 2003 (the "Purchase Agreement"), based on their ability to
     exchange their shares in EZchip for Shares of the Company.



                                       16
<PAGE>


               (a) The Company has taken and will take, all necessary actions in
          order to fulfill all its obligations under this Agreement and
          consummate the Exchange Right in the manner, procedure and the time
          table set forth in this Agreement. In the event that the Company shall
          fail to consummate the Exchange Right after such right was triggered
          in the manner and procedure set forth in this Agreement,
          notwithstanding any other remedy applicable to the Participating
          Investor, the Company shall pay to each Participating Investor, as an
          agreed liquidated damages, one and half times (x1.5) the amount
          actually invested by such Participating Investor in EZchip in
          consideration for the Series C Preferred Shares (as contemplated by
          the Purchase Agreement) (the "LIQUIDATED DAMAGES").

               (b) The Parties acknowledge and agree that the amount of the
          Liquidated Damages is reasonable under the circumstances of the
          Purchase Agreement and this Agreement.

               (c) In the event that the Company shall not be able to consummate
          the Exchange Right according to the manner, procedure, time table and
          the terms of this Agreement, it shall immediately furnish to the
          Participating Investors a certificate signed by the President or the
          Chairman of the board of directors of the Company, describing in
          reasonable detail any circumstances which have delayed or may delay
          the consummation of the Exchange Right by the Company, but shall
          continue to make best efforts to consummate the Exchange Right in
          accordance with the terms of this Agreement.

               (d) The Company shall not be obliged to pay the Liquidated
          Damages to the Participating Investors according to section 6.13(a)
          above, if it shall not be able to consummate the Exchange Right as a
          result of any circumstances which (i) are not under the control of the
          Company, and (ii) are not the fault of the Company or any party
          related to the Company, and (iii) make the consummation of the
          Exchange Right impossible or cause such delay. It is agreed that the
          term "impossible" under this Section 6.13(d) does not include any
          difficulty, expense or loss.

                  [remainder of page intentionally left blank]



                                       17
<PAGE>


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.

E.Z.CHIP TECHNOLOGIES LTD.               LANOPTICS LTD.

By:      ___________________________     By:      ______________________________

Name:    ___________________________     Name:    ______________________________

Title:   ___________________________     Title:   ______________________________


                                JK&B SHALOM II LLC

                                By:      JK&B Capital, L.L.C.
                                Its:     Manager

                                By:      _____________________
                                         Constance Capone, its Member


                                JK&B CAPITAL III, CIVIL LAW PARTNERSHIP

                                By:      JK&B Capital, L.L.C.
                                Its:     Managing Partner

                                By:      ______________________
                                         Constance Capone, its Member


                                       18
<PAGE>




                                SVE STAR VENTURES ENTERPRISES NO. VII,
                                A GERMAN CIVIL LAW PARTNERSHIP
                                (WITH LIMITATION OF LIABILITY) ("SVE VII")

                                By:     SVM Star Ventures Managementgesellschaft
                                        mbH Nr. 3
                                Its:    Managing Partner

                                        By:      ______________________________
                                        Name:    Meir Barel
                                        Its:     Managing Director


                                SVM STAR VENTURES MANAGEMENTGESELLSCHAFT MBH,
                                NR. 3 & CO. BETEILIGUNGS KG NR. 3  ("SVE VIII")

                                By:     SVM Star Ventures Managementgesellschaft
                                        mbH Nr. 3
                                Its:    Managing Partner

                                        By:      ______________________________
                                        Name:    Meir Barel
                                        Its:     Managing Director


                                STAR SEED ENTERPRISE, A GERMAN CIVIL LAW
                                PARTNERSHIP (WITH LIMITATION OF LIABILITY)
                                ("STAR SEED")

                                By:     Star Seed Managementgesellschaft mbH
                                Its:    Managing Partner

                                        By:      ______________________________
                                        Name:    Meir Barel
                                        Its:     Managing Director


                                SVM STAR VENTURES MANAGEMENTGESELLSCHAFT MBH,
                                NR. 3

                                By:     ______________________________________
                                Its:    ______________________________________

                                        By:      ______________________________
                                        Name:    Meir Barel
                                        Its:     Managing Director



                                SVE STAR VENTURES ENTERPRISES GMBH & CO. NO.
                                VIIA KG

                                By:     ______________________________________
                                Its:    ______________________________________


                                       19
<PAGE>


                                THE GOLDMAN SACHS GROUP, INC.

                                By:     _____________________
                                        Name:
                                        Title:


                                GS EZC EMPLOYEE HOLDINGS, L.L.C.

                                By:      GS Employee Funds 2000 GP, L.L.C.
                                Its:     Managing Member

                                By:      ______________________
                                         Name:
                                         Title:


                                GS PEP TECH EZC HOLDINGS, L.L.C.

                                By:      GSAM Gen-Par, L.L.C.
                                Its:     Managing Member

                                By:      ______________________
                                         Name:
                                         Title:


                                GS PEP 1999 DIRECT EZC HOLDINGS, L.L.C.

                                By:      GSAM Gen-Par, L.L.C.
                                Its:     Managing Member

                                By:      ______________________
                                         Name:
                                         Title:



                                NOKIA VENTURE PARTNERS II, LP

                                By:      _____________________________

                                Name:    _____________________________

                                Title:   _____________________________



                                NVP II AFFILIATES FUND, LP

                                By:      ______________________________

                                Name:    ______________________________

                                Title:   ______________________________



                                       20