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Exhibit 4.8



# Master ASIC Services
AgreementForEZChip Technologies
Ltd.

# April 29, 2004

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This
Master ASIC Services Agreement (Agreement), dated _________________,
(the Effective Date), is entered into by and between eSilicon
Corporation, a Delaware corporation with offices at 501 Macara Avenue, Sunnyvale,
California 94085-2808 (eSilicon), and EZchip Technologies Ltd., an
Israeli company with offices at 1 Hatamar Street, Yokneam, Israel
(Customer). eSilicon and Customer are referred to herein individually
as a Party and collectively as the Parties.

# RECITALS

WHEREAS,
eSiliconTM provides various ASIC services, including but not limited to,
design, fabrication, packaging and testing.

WHEREAS,
Customer desires to engage eSilicon from time to time pursuant to one or more Proposals to
perform services of different kinds related to ASICs, and eSilicon is interested in
accepting such engagements, subject to the Parties further agreement on the scope
and terms of each such Proposal.

WHEREAS,
Customer and eSilicon mutually desire to set forth in this Agreement certain terms
applicable to all such engagements.

NOW,
THEREFORE, eSilicon and Customer hereby agree as follows:

# SECTION 1:   DEFINITIONS

1.1 "Agreement"
shall have the meaning set forth in the Preamble hereto.

1.2Affiliate shall
mean, with respect to the Customer, an entity (i) which is directly or indirectly
controlling the Customer, (ii) which is under the same direct or indirect ownership or
control as the Customer; or (iii) which is directly or indirectly owned or controlled by
the Customer; and which is designated by the Customer to procure eSilicon products and/or
services on its behalf and who has become a Party to this Agreement by delivering to
eSilicon a duly executed copy of this Agreement.

1.3 Approved
Agent shall mean any entity listed in a Proposal, which will be providing the
Agent Component (as defined below) identified opposite such Approved Agents name in
the Proposal.

1.4 Agent
Component shall mean the technology, product or service to be provided by an
Approved Agent, as shall be more fully set forth opposite such Approved Agents name
in the Proposal.

1.5 Background
Technology shall mean, for a particular Party, any and all designs, methods,
processes, formulas, algorithms, discoveries, inventions, technical information,
drawings, modifications, enhancements, improvements and other technologies (collectively,
Inventions) that are owned by such Party as of the Effective Date or
provided by such Party following the Effective Date, and which eSilicon uses to perform
the Services under this Agreement, and/or which are embodied in the Deliverables or
Products provided by eSilicon under this Agreement.

1.6 Business
Day shall mean any week day between Monday and Friday, which is not a holiday
in Israel or in the United States of America and on which the United States Postal Office
in the United States is not required by governmental regulation to remain closed.

1.7       "Change
Documents" shall have the meaning set forth in Section 2.3 hereof.

1.8       "Change
Order" shall have the meaning set forth in Section 2.3 hereof.

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1.9       "Change
Request" shall mean Customer's written request for a change to the terms of a current
Proposal.

1.10 Change
Response shall mean eSilicons written response to a Change Request, which
response will identify any new or revised terms of performance resulting from the Change
Request, including, without limitation, adjustments to fees and payment schedules,
revised delivery schedules, and recovery of costs of any materials and resources rendered
excess or obsolete as a result of the Change Request.

1.11 Confidential
Information shall have the meaning set forth in the Mutual Non-Disclosure
Agreement and, for purposes of this Agreement, such definition shall be deemed to include
(a) the Parties respective Background Technology and Inventions, the Customer
Deliverables and the Deliverables, and (b) the terms and conditions of this Agreement and
any of its parts or attachments.

1.12       "Customer"
shall have the meaning set forth in the Preamble hereto, and shall include any Affiliate.

1.13 Customer
Deliverables shall mean the deliverables and other materials specified in a
Proposal to be delivered to eSilicon by Customer under the terms of this Agreement and on
the date specified in the Proposal, including, without limitation, Specifications, design
database and test data. For the avoidance of doubt, the Agent Components shall not be
deemed Customer Deliverables.

1.14Deliverables shall
refer to the Non-Recurring Expense (NRE) deliverables and other work product specified in
a Proposal to be developed by or on behalf of eSilicon under the terms of this Agreement
and the Proposals.

1.15       "Effective
Date" shall have the meaning set forth in the Preamble hereto.

1.16 End
of Life shall occur upon the termination of (a) any continuous [*] month
period starting from the Effective Date during which Customer fails to submit an Order,
or (b) the manufacturing process that corresponds to a Customers Product, whichever
occurs earlier.

1.17 End
of Life Order shall have the meaning set forth in Section 3.8, provided,
however, that such End of Life Order: (a) shall relieve eSilicon from the obligation to
accept any subsequent Orders; and (b) is in full lot increments as appropriate to the
applicable foundry.

1.18 eSilicon
Partners shall mean those entities identified in a Proposal that eSilicon may
use to provide some or all of the Services.

1.19       "Forecast"
shall have the meaning set forth in Section 3.5 hereof.

1.20       "Indemnified
Party" shall have the meaning set forth in Section 10.1 hereof.

1.21       "Indemnifying
Party" shall have the meaning set forth in Section 10.1 hereof.

*     This portion of the Exhibit has
been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 of the
Securities Exchange Act of 1934. The complete Exhibit, including the portions for which
confidential treatment has been requested, has been filed separately with the Securities
and Exchange Commission.

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1.22       "Initial
Term" shall have the meaning set forth in Section 9.1 hereof.

1.23 Intellectual
Property Rights shall mean patent rights (including those arising under patent
applications and disclosures), rights of priority, copyright rights, moral rights, mask
work rights, trade secret rights, know-how rights, and any other intellectual property or
proprietary rights recognized in any country or jurisdiction in the world, now or
hereafter existing, and whether or not filed, perfected or recorded.

1.24       "Inventions"
shall have the meaning set forth in Section 1.3 hereof.

1.25 Minimum
Order Quantity shall mean, for any specific foundry, the product quantity that
must be ordered in order to meet such foundrys lot size or minimum assembly build
quantity.

1.26       "Mutual
Non-Disclosure Agreement" shall mean that Mutual Non-Disclosure Agreement by and
between eSilicon and Customer dated as of _____________________.

1.27 Ordershall
mean a purchase order submitted to eSilicon by written or electronic transmission by the
Customer or an Affiliate for Products and Services specified in the Proposal or for
additional Services offered during the Term.

1.28       "Party"
and "Parties" shall have the meanings set forth in the Preamble hereto.

1.29Products shall
mean packaged and tested (in accordance with the provisions set forth in the Proposal)
production quality ASICs specified in a Proposal, which will be manufactured by or on
behalf of eSilicon under the terms of this Agreement.

1.30Proposal shall
mean a document prepared by eSilicon in consultation with Customer and executed by the
Parties specifying, among other things, the Services to be provided by or on behalf of
eSilicon on a particular project, the Deliverables from such Services, and the
development schedule for such Deliverables, pursuant to the terms of this Agreement.

1.31 Risk
Buy Order shall mean an Order to manufacture production quantities of Product
not yet fully released through the eSilicon qualification process.

1.32Services shall
mean the services specified in a Proposal which will be performed by or on behalf of
eSilicon under the terms of this Agreement.

1.33Specifications shall
mean the technical specifications for Deliverables or Products specified in a Proposal,
including, without limitation, design, quality and reliability requirements, in
sufficient detail to permit eSilicon to perform the Services.

1.34       "Term"
shall have the meaning set forth in Section 9.1 hereof.

1.35       "Termination"
shall have the meaning set forth in Section 9.1 hereof.

1.36       "XPressChip"
shall mean a prototyping engagement using multi-project wafer technology.

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# SECTION 2:   PERFORMANCE
OF SERVICES

2.1Services
and Deliverables. From time to time, Customer may request or eSilicon may
propose work to be performed by eSilicon for the benefit of Customer. In response or as
its proposal, eSilicon will create a proposal for Customer approval. The manner and means
used by eSilicon to perform the Services desired by the Customer are in the sole
discretion and control of eSilicon, unless otherwise mutually agreed in the applicable
Proposal. The Parties recognize that scheduled performance dates are partially dependent
on matters which are not within eSilicons reasonable control. However, eSilicon
will use commercially reasonable efforts to furnish the Services and develop and deliver
the Deliverables within the Proposal schedule. eSilicon shall promptly inform the
Customer in writing of any anticipated delays in the performance of the Services or the
delivery of any Deliverable.

2.2Proposals.
Upon execution of a proposal by Customer and eSilicon, such Proposal shall be attached as
an exhibit hereto and shall constitute the Parties contractual obligations of that
specific project. In the event that the terms and conditions of a Proposal conflict with
the terms and conditions of this Agreement, the terms and conditions of the Proposal will
govern and control with respect to the conflicting terms.

2.3Amending
Proposals. If Customer desires to implement a change to a Proposal, Customer will
submit in writing to eSilicon a Change Request Form (see Exhibit A), to which
eSilicon will provide a Change Response within ten (10) Business Days following receipt
of the Change Request. Customer will, within ten (10) Business Days after receipt of the
Change Response (or such other term as shall be mutually agreed in writing by the
Parties), furnish eSilicon with a Change Order, or the Change Request will be deemed to
have been withdrawn. If the Change Request is not withdrawn, eSilicon will, as soon as
reasonably practicable after receipt of the Change Order, commence performance of the
Change Order. The Change Request, Change Response and Change Order for each change
(collectively, the Change Documents) will be deemed incorporated into
and made a part of the applicable Proposal. In the event of a discrepancy between the
Change Documents and any other part of this Agreement or applicable Proposal executed
prior to such Change Documents, the terms of the Change Documents will govern. In no
event will any Proposal be amended, enhanced or otherwise modified except as set forth
above.

2.4General
Obligations of Customer. Customer agrees to, in a timely manner: (a) furnish eSilicon
with such assistance, cooperation and information as reasonably requested by eSilicon;
(b) review Deliverables submitted by eSilicon hereunder; and (c) provide those Customer
Deliverables and personnel required by the Proposal at no charge and ensure that all
personnel are qualified for the tasks assigned to them and that all Customer Deliverables
are of good quality, are in good operating condition and are suitable for eSilicons
performance of Services. eSilicon will be entitled to rely on the completeness and
accuracy of all information provided by Customer in performing the Services. Customer is
responsible for the maintenance of all Customer Deliverables and for the accuracy and the
results produced by such resources.

2.5Personnel
and Nonexclusive Arrangement. eSilicon will determine the assignment of its
personnel for the performance of Services and may in its sole judgment subcontract any of
the Services to eSilicon Partners, provided that eSilicon shall at all times remain
responsible for any work performed by the eSilicon Partners. No person performing
Services on behalf of eSilicon will be restricted or prevented from performing services
that are similar to such Services for any third party. Nothing in this Agreement will
restrict eSilicon from performing work for others during the Term whether or not such
work is similar to Services performed for Customer. eSilicon is an independent contractor
and not an employee or agent of Customer and neither Party will have authority to bind or
obligate the other Party in any manner whatsoever.

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2.6eSilicon
Financial Condition. During the Term of this Agreement, eSilicon will provide to
Customer a copy of its quarterly income statement and balance sheet within thirty (30)
days after the close of each calendar quarter.

# SECTION 3:   ORDERS AND
FORECASTS

3.1Order
Placement; Authorized Agent. Customer may purchase Services and Products by
issuing an Order that references the applicable Proposal, states the Service or Product,
and includes unit price, unit quantities, requested shipping dates, selected courier and
shipping instructions. Customer Order quantities must be in increments matching the
estimated chips generated per wafer lot, which amount is a function of dies per wafer and
manufacturing yields. In the event of any conflict between the provisions of an Order:
(a) and the terms of this Agreement, the terms of this Agreement shall govern and be
controlling with respect to the conflicting terms; and (b) and the terms of the
applicable Proposal, the terms of the applicable Proposal shall govern and be controlling
with respect to the conflicting terms. Customer may procure Products and/or Services from
eSilicon directly, or through an Affiliate.

3.2Acceptance
of Purchase Order. eSilicon shall accept an Order in writing within five (5) Business
Days after receipt of an Order, and will seek to provide scheduled shipping dates for
accepted Orders within that time. Notwithstanding the above, in the event that an Order
deviates from the Forecast (as defined below) and eSilicon, using reasonable commercial
efforts, is unable to comply with such Order, then eSilicon may reject the portion of the
Order which deviates from the Forecast, provided that written notice is delivered to the
Customer within five (5) Business Days after receipt of an Order. Without derogating from
the above, Orders are invalid until accepted by eSilicon in writing.

3.3Risk
Buy Order. Risk Buy Orders must be submitted to eSilicon with a signed Risk Buy
form provided by eSilicon. Delivery commitments for a Risk Buy Order are conditional upon
the qualification date and may be adjusted by eSilicon, as required. Notwithstanding the
provisions of Section 5.4 hereof, for a Risk Buy Order, the Customer accepts all
responsibility for the performance of the Product, waives all rights to reschedule or
cancel the purchase Order, and waives the right to return defective units, unless for a
defect in workmanship.

3.4eSilicon
Access. For an Order of $100,000 or more for a specific Product and related Services,
Customer will be granted five (5) eSilicon Access user accounts to view information
specific to that Order, valid for a one (1) year period. Each subsequent Order of
$100,000 placed by the same Customer for the same Product and related Services will
extend the existing five (5) user accounts by one (1) year from the date that subsequent
Order is accepted.

3.5Forecasts.
Within thirty (30) days after the receipt by the Customer of the first sample of the
Product, Customer shall provide eSilicon with an initial nine (9) month non-binding,
written forecast of its anticipated Product Orders (the Forecast).
Each month thereafter and until Termination, the Customer shall provide a rolling nine
(9) month Forecast for each Product due pursuant to a Proposal.

3.6Rescheduling
Production Order. eSilicon shall use commercially reasonable efforts to accommodate
Customers reasonable requests to reschedule shipments, subject to the following
limitations. If a reschedule request is received: (a) within 30 days of scheduled
delivery, then no rescheduling is permitted; (b) between 30 and 80 days of scheduled
delivery, then 20% of the order may be rescheduled and may not be delayed for more than
15 days; (c) more than 80 days before scheduled delivery, then 100% of the Order may be
rescheduled for no more than 90 days. The Customer shall reimburse eSilicon for all costs
incurred by eSilicon in connection with shipment rescheduling, against delivery to the
Customer of a detailed invoice. Orders rescheduled and subsequently cancelled shall incur
cancellation charges with respect to the initial schedule dates. Reschedule requests are
limited to one (1) per Order.

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3.7Canceling
Purchase Order; Fees. After acceptance by eSilicon of an Order, Customer may notify
eSilicon in writing of any cancellation, termination, suspension or hold of any Order, in
whole or in part, subject to the payment of the applicable cancellation fee as follows.

(a) Service
Order. Upon receipt by eSilicon of a Customer notice to cancel an           Order for
Services, eSilicon will invoice Customer for all out-of-pocket           material and
labor expenditures incurred up to and including the date of the           cancellation
notice. Labor expenditure is calculated by multiplying the total           hours worked
by each relevant employee by such employees fully burdened           billing rate.

(b)
          Product Order. Upon receipt by eSilicon of a Customer notice to cancel an
          Order for Product: (i) before wafer start, the cancellation fee is $0; (ii)
          after wafer start but prior to start of assembly, eSilicon will invoice
Customer           for 70% of the total Order purchase price; (iii) after start of
assembly,           eSilicon will invoice Customer for 100% of the total Order purchase
price;           provided, however, that in all cases of Product Order cancellation,
Customer           will be invoiced for all out-of-pocket material and labor expenditures
incurred           up to and including the date of cancellation, including, but not
limited to,           unrecouped labor expenditures incurred in connection with designing
and           developing such Product.

(c)XPressChip Order. Upon receipt by eSilicon of a Customer notice to cancel an
          XPressChip Order: (i) more than two weeks before the start date of the
          XPressChip wafer run, the cancellation fee is $0; (ii) less than two weeks
          before the start date of the XPressChip wafer run, eSilicon will invoice
          Customer for 100% of the total Order purchase price.

(d)
          Cancellation Fees Independent. Any amount invoiced pursuant to this Section
          3.7 shall be independent of any other payments due to eSilicon and shall not in
          any event be credited towards or offset any other payments, fees, or amounts
          owing to eSilicon for any reason.

3.8End
of Life Order. At the End of Life, Customer (a) shall have [*] Business Days
to provide an End of Life Order and (b) shall purchase from eSilicon all good material
from the final build lot and all materials ordered by eSilicon to support Minimum Order
Quantity.

3.9       Direct
Purchase Right upon Triggering Event; Cancellation of Orders; Return on Investment.

(a)
          Upon the occurrence of a Triggering Event (as defined below), the Customer
shall           have the right (the Direct Purchase Right) to purchase
          components, products or services directly from the eSilicon Partners, all upon
          the terms and conditions more fully set forth in the Direct Purchase Letter
(the           Direct Purchase Letter) attached hereto as Schedule
          3.9(a). The Direct Purchase Letter shall be executed by the
          Parties hereto and acknowledged by each of the eSilicon Partners, on or prior
to           the Effective Date.

*     This portion of the Exhibit has
been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 of the
Securities Exchange Act of 1934. The complete Exhibit, including the portions for which
confidential treatment has been requested, has been filed separately with the Securities
and Exchange Commission.

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For purposes of this Agreement,
Triggering Event shall be deemed to have occurred if (i) eSilicon
commences liquidation proceedings, voluntarily files a petition of bankruptcy, or seeks
any other similar relief under any bankruptcy law or related statutes, (ii) eSilicon is
either unable or unwilling to fulfill its obligations pursuant to the provisions of this
Agreement (including the attached Proposals) for a period exceeding thirty (30) Business
Days, provided that the Customer provides eSilicon with written notice informing eSilicon
that such obligation was not fulfilled and eSilicon does not fulfill its obligation within
fifteen (15) Business Days following the receipt of such notice from the Customer, (iii)
the Parties anticipate a delay of more than forty-five (45) Business Days in the delivery
of any Deliverable or Products and the Customer reasonably determines that such delay can
be cured by the exercise of the Direct Purchase Right, (iv) repeated delays, more than one
(1) week beyond the normal lead time times of eSilicon Partners, in delivery of any
Deliverable or Product occur, or (v) Products or Deliverable are repeatedly found to be
non-conforming or otherwise defective.

(b)
          Upon exercise of the Direct Purchase Right, all outstanding Orders for which
          eSilicon has not started wafers shall be cancelled without any liability to the
          Customer. For all Orders for which eSilicon has started wafers, Customer must
          take delivery per the terms of the Order provided that eSilicon can deliver the
          Product within one hundred (100) days of the Triggering Event.          Customer
has no liability for any Product that is not delivered on or before the           one
hundredth (100th) day.

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# SECTION 4:   PRODUCT
DELIVERY, ACCEPTANCE AND PAYMENT

4.1Delivery.
eSilicon shall use commercially reasonable efforts to ensure that Products are shipped on
the scheduled shipment date as specified in the applicable accepted Order. Any shipment
of products before the scheduled delivery date shall require Customers prior
written consent. eSilicon may ship partial line items with an Order provided that
eSilicon notifies Customer prior to shipment. Due to lot-to-lot yield variations,
Customer orders will be considered complete at +/- 10% of the order quantity. Delivery of
Products shall be [*], eSilicons designated shipping point and continue on
to the Customer per its designated carrier. Customer shall receive good and marketable
title to the Products at the time of delivery to their designated Carrier. Customer shall
be responsible for, and assume all risk of loss and/or damage to the Products, from any
cause, upon leaving eSilicons designated shipping point.

4.2Acceptance
of Shipment. Items will be deemed delivered when delivered to Customers
selected freight carrier. Customers right to return defective Products will be
covered by the warranty provisions set forth in Section 5.

4.3Payment
Terms. The fees for Services and Products will be set forth in the applicable
Proposal. eSilicon will invoice Customer: (a) for Services as set forth in the applicable
Proposal; (b) for Products upon delivery of Product to eSilicons designated
shipping point; (c) notwithstanding the foregoing subsection (b), for Risk Buy Orders
upon acceptance by eSilicon of such Risk Buy Order; and (d) for cancellation fees upon
receipt of a Customer cancellation notice. In each case, payment is due net [*] days
from the date of the invoice. Customer will pay the full amount stated in the invoice
under the terms of the applicable Proposal in United States dollars by wire transfer to
eSilicons designated bank account. Payments made by Customer after their due date
shall incur interest at the lower of [*]% per month or the highest rate
permitted by applicable law. In addition, eSilicon shall have the right to withhold
Products or Deliverables when payments are past due.

4.4Taxes.
The Customer shall be obligated to pay all sales, use and other taxes due on any payments
made by Customer to eSilicon under this Agreement, except for taxes based on eSilicons
net income.

4.5        Compliance
with Law.

In furnishing the Products and other
Deliverables hereunder, eSilicon agrees to comply (and ensure compliance by the eSilicon
Partners) with all applicable laws, rules, regulations and executive orders in connection
with its activities under this Agreement (including, but not limited to, environmental
laws and regulations). Without limitation to the foregoing, eSilicon represents and
warrants that in all respects, the manufacture and sale of the Products and the Delivery
of any other Deliverables comply and will throughout the term of this Agreement comply
with all applicable laws, regulations and other regulatory requirements.

# SECTION 5:   REPRESENTATIONS AND WARRANTIES

5.1Customer
Representations and Warranties. Customer represents and warrants to eSilicon that:
(a) Customer has not previously granted or assigned and will not grant or assign any
rights in the Customer Deliverables, Customers Background Technology or Customers
Product to any third party in a manner that is
inconsistent with the rights granted or assigned herein to eSilicon; (b) Customer has
sufficient rights to grant and assign to eSilicon the rights set forth in this Agreement;
and (c) Customer has full corporate power to enter into this Agreement, to carry out its
obligations hereunder, and to grant and assign the rights herein granted or assigned to
eSilicon.

*     This portion of the Exhibit has
been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 of the
Securities Exchange Act of 1934. The complete Exhibit, including the portions for which
confidential treatment has been requested, has been filed separately with the Securities
and Exchange Commission.

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5.2eSilicon
Representations and Warranties. eSilicon represents and warrants to Customer that:
(a) eSilicon has not previously granted or assigned and will not grant or assign any
rights in eSilicons Background Technology to any third party in a manner that is
inconsistent with the rights granted or assigned herein to Customer; (b) eSilicon has
sufficient rights to grant to Customer the rights set forth in this Agreement; and (c)
eSilicon has full corporate power to enter into this Agreement, to carry out its
obligations hereunder, and to grant the rights herein granted to Customer.

5.3Limited
Services Warranty. eSilicon warrants that Services will be performed in a good and
workmanlike manner, consistent with generally accepted industry standards. As Customers
sole and exclusive remedy, and eSilicons entire liability for any breach of the
foregoing warranty, eSilicon will, at its sole expense, re-perform any Services that fail
to meet this limited warranty or refund to Customer the fees paid for the non-conforming
Services.

5.4Limited
Product Warranty. Subject to Section 3.3, eSilicon warrants to Customer, for
[*] from the date the Products are delivered to the carrier, that such Product will be
free from defects in material and workmanship, and will substantially conform to the
applicable Specifications agreed upon by the Parties based on the production test program
(approved by the Customer in advance and more fully set forth in the Proposal) applied by
eSilicon for use in Product testing. eSilicons sole and exclusive obligation under
the Product Warranty is, at eSilicons sole option, (a) replace the affected
Product, (b) repair the affected Product or (c) promptly refund the purchase price for
the affected Product; provided, however, that any replaced Product will be warranted for
(i) the unexpired portion of the warranty applicable to the original Product plus the
period from the delivery of non-conformance notice to eSilicon and until return of the
Product to the Customer following the warranty repair, or (ii) [*] days,
whichever is longer. Should eSilicon elect to repair or replace Product, it shall use
reasonable commercial efforts to do so within X Business Days following the receipt of
written notice of non-conformance from the Customer.

Without derogating from the above,
eSilicons aggregate cumulative liability to Customer arising out of or related to
this Agreement shall not exceed the total amount actually paid by Customer to eSilicon
under the applicable Proposal.

5.5Agent
Components. The Customer shall deliver or ensure delivery to eSilicon of the Agent
Components required for the purpose of performing the Services and delivering the
Deliverables and the Products, in the manner more fully set forth in each Proposal.

Promptly upon receipt of the Agent
Component, eSilicon shall test such component in accordance with the provisions more fully
set forth in the Proposal. If, at any time during the Term of this Agreement, the Agent
Components shall be found to be non-conforming, eSilicon shall promptly inform the
Customer and shall work together with the Customer and the applicable Approved Agent in
order to solve any problems in a timely manner. For the avoidance of doubt, neither the
Customer nor eSilicon shall be deemed liable for non-conformity of the Agent Components.

*     This portion of the Exhibit has
been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 of the
Securities Exchange Act of 1934. The complete Exhibit, including the portions for which
confidential treatment has been requested, has been filed separately with the Securities
and Exchange Commission.

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Each of the Customer and eSilicon
shall be responsible for any costs and expenses incurred by it in connection with the
activities described in this Section 5.5.

5.6Exclusions. The
warranty shall only apply to Customer and does not cover damage to Products due to
external causes, including but not limited to, accident, abuse, misuse, neglect,
mishandling, improper testing, use of contrary industry practices, or any damage caused
by equipment not supplied by eSilicon. eSilicon makes no representation or warranty that
the performance or operation of any Deliverables will be error-free or that all errors
can be corrected or circumvented.

5.7No
Other Warranties. THE WARRANTIES SET FORTH IN SECTION 5 ARE THE SOLE AND EXCLUSIVE
WARRANTIES MADE BY ESILICON FOR SERVICES AND PRODUCTS HEREUNDER AND ESILICON DISCLAIMS
ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.

# SECTION 6:   LICENSE
RIGHTS

6.1License
Grant by Customer. Subject to the terms and conditions of this Agreement, Customer
hereby grants to eSilicon and eSilicon Partners a worldwide, nonexclusive, fully-paid,
royalty-free license (sub-licensable only during the Term and only to eSilicon Partners,
solely for the purpose of performing the Services pursuant to the Proposal) under Customers
Intellectual Property Rights in Customers Background Technology, Customer
Deliverables and any Inventions made by Customer during the Term, together with any other
Confidential Information of Customer delivered to eSilicon and the Agent Components,
solely for the purpose of designing, developing, manufacturing and have manufactured the
Deliverables and Products and performing the Services during the Term of this Agreement.

6.2License
Grant by eSilicon.Subject to the terms and conditions of this Agreement, eSilicon
hereby grants to Customer a worldwide, nonexclusive, royalty-free license (without the
right to sublicense other than to Affiliates) under eSilicons Intellectual Property
Rights in eSilicons Background Technology and any Inventions made by eSilicon
during the Term, together with any other Confidential Information of eSilicon delivered
to Customer, to (i) use, copy and modify the Deliverables, only in connection with the
Services; and (ii) market, sell, and distribute (directly or indirectly) the Products or
any other Deliverable (to the extent applicable).

6.3Right
to Sublicense Third Party Technology. Without derogating from the provisions of
Section 5.5 above, the Customer shall obtain for eSilicon the right to use, for the
purpose of performing the Services, preparing the Deliverables and manufacturing the
Products, such third party information, materials and technology, (the Third
Party Technology) identified in the Proposal. Customer represents that to the
extent it provides any Third Party Technology to eSilicon, it shall have obtained all
necessary permissions, licenses, consents and has the authority and right to do so.
Should the Customer and eSilicon agree in the Proposal that eSilicon shall be responsible
for obtaining a license to any Third Party Technology, then eSilicon shall be required to
obtain all such permissions, licenses and consents. Any such license of Third Party
Technology shall be subject to one or more sublicense agreements which must include the
other Party as a third party beneficiary.

License Restrictions.Each Partys rights in the other Partys Background Technology, Inventions
and Confidential Information will be limited to those expressly granted under this
Agreement. Each Party reserves all rights in its respective Background Technology and
Confidential Information not expressly granted to the other Party. To the extent a
Deliverable includes computer software, neither Customer nor a third party acting on
Customers behalf will modify, decompile, reverse engineer, disassemble or otherwise
reduce all or any part of such software to human-readable form unless eSilicon provided it
to Customer in human-readable form.

|                     |                                                        |      
|-------------------- | ------------------------------------------------------ | -----
|eSilicon Corporation | Business Confidential  Master ASIC Services Agreement | 11/20
|                     |                                                        |      



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# SECTION 7:   INTELLECTUAL
PROPERTY

7.1Existing
Property. Subject to the limited license rights granted by the Parties under Sections
6.1 and 6.2, each Party shall retain all rights, title and interest in and to such Partys
Background Technology, Inventions and Confidential Information, and all Intellectual
Property Rights therein. The Customer shall also retain all rights, title and interest in
the Agent Component, the Deliverables and the Products.

7.2New
Innovations; Individual Property. Customer shall own all rights, title and interest
in and to all Intellectual Property Rights in any Inventions that are conceived during
the performance of the Services described in any Proposal other than Innovations based
solely on eSilicon Background Technology.

# SECTION 8:   CONFIDENTIALITY

8.1Incorporation
by Reference.The terms and conditions of the Mutual Non-Disclosure Agreement are
incorporated herein by reference and shall become part of this Agreement. In the event of
any conflict between the provisions thereof and hereof, the terms hereof shall govern and
be controlling with respect to the conflicting terms.

8.2Use
and Disclosure Restrictions. Notwithstanding the provisions of the Mutual
Non-Disclosure Agreement, each Party shall refrain from using the other Partys
Confidential Information except as permitted therein, and from disclosing such
Confidential Information to any third party except by the Customer to its Affiliates or
by eSilicon to eSilicon Partners, employees and consultants as is reasonably required on
an absolute need to know basis and only in connection with the exercise of its rights and
obligations under this Agreement (and only subject to binding use and disclosure
restrictions at least as protective as those set forth in the Mutual Non-Disclosure
Agreement and executed in writing by such employees and consultants).

8.3Duration.Notwithstanding
the provisions of the Mutual Non-Disclosure Agreement, the Partiesobligations under
such agreement shall remain in effect during the Term and for a period of five (5) years
following Termination.

# SECTION 9:   TERM AND
TERMINATION

9.1Term. This
Agreement will commence on the Effective Date and continue in full force and effect for a
period of three (3) years thereafter (the Initial Term), unless
terminated earlier in accordance with the terms of this Agreement (Termination).
Notwithstanding the above, the Customer may terminate this Agreement in accordance with
Section 9.2 below or in either of the following two (2) circumstances: (a) upon the
occurrence of a Triggering Event described in Section 3.9 or (b) after Customer has
purchased [*] units of Products, by providing eSilicon with fifteen (15) days prior
written notice. At the end of the Initial Term and each renewal term thereafter (together
with the Initial Term, the Term),
this Agreement will automatically renew for a one (1) year period unless either Party
provides the other Party with written notice of non-renewal at least ninety (90) days
prior to the date of any such automatic renewal.

*     This portion of the Exhibit has
been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 of the
Securities Exchange Act of 1934. The complete Exhibit, including the portions for which
confidential treatment has been requested, has been filed separately with the Securities
and Exchange Commission.

|                     |                                                        |      
|-------------------- | ------------------------------------------------------ | -----
|eSilicon Corporation | Business Confidential  Master ASIC Services Agreement | 12/20
|                     |                                                        |      



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Should the Customer terminate this
Agreement prior to the date on which the Customer or any of its Affiliates orders any
units of the Product, then such termination shall be subject to the payment in full of the
Investment Amount to eSilicon. However, should the Customer terminate this Agreement
following the date on which the Customer or any of its Affiliates have already ordered at
least [*] units of the Product, eSilicon shall not receive any portion of the
Investment Amount, and in the event that the number of units of the Product ordered by the
Customer and its Affiliates is lower than [*], then the termination of this
Agreement shall be subject to the payment to eSilicon of the pro rata portion of the
Investment Amount.

9.2Termination
for Cause. A Party shall have the right to terminate this Agreement if the other
Party breaches any material term or condition of this Agreement and fails to cure such
breach within thirty (30) days after receipt of written notice of such breach.
Termination of this Agreement by either Party will be a non-exclusive remedy for breach
and will be without prejudice to any other right or remedy of such Party. Without
derogating from the generality of the foregoing, it is hereby clarified that any use of
Confidential Information or Background Technology other than in accordance with the
provisions of the Mutual Non-Disclosure Agreement or the provisions of this Agreement
shall be deemed a material breach of this Agreement.

9.3Termination;
Confidential Information. Within thirty (30) days of Termination, the Parties will
return or destroy all copies of any Confidential Information provided hereunder in such
Partys possession or control and, upon request, will furnish to such other Party an
affidavit or declaration signed by an officer of such Party certifying that such delivery
or destruction has been fully effected.

9.4Termination;
Pending Orders. Upon, and only upon Termination due to (i) the Customers
non-payment or repeated delays in payments due to eSilicon, or (ii) subject to Section
10.3 below, infringement of Intellectual Property Rights of third parties by the Customers
Confidential Information or Background Technology provided to by the Customer hereunder,
eSilicon will cease to be responsible for completing any pending Services under any
Proposals or Orders. Notwithstanding the foregoing, eSilicon will wind up its work in a
commercially reasonable manner and preserve and deliver to Customer all Deliverables and
Products in their then-current state of completion as of the effective date of
Termination. Customer will pay all fees and expenses related to eSilicons completed
work, work-in-process, and winding-up activities within fifteen (15) days after the date
of eSilicons invoice therefore.

9.5Termination;
Title To Mask Sets, Assembly, and Test Tooling. Upon the occurrence of a Triggering
Event as described in Section 3.9 or a termination of this Agreement by Customer pursuant
to Section 9.1 after the Customer has purchased [*] units of Products, all
eSilicons right, title, and interest in the mask sets, assembly and test tooling
that are used by eSilicons Partners solely to make Products for Customer shall be
transferred to Customer.

9.6Damages.
Neither Party will be liable to the other for damages of any type solely as a result of
terminating this Agreement in accordance with its terms.

*     This portion of the Exhibit has
been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 of the
Securities Exchange Act of 1934. The complete Exhibit, including the portions for which
confidential treatment has been requested, has been filed separately with the Securities
and Exchange Commission.

|                     |                                                        |      
|-------------------- | ------------------------------------------------------ | -----
|eSilicon Corporation | Business Confidential  Master ASIC Services Agreement | 13/20
|                     |                                                        |      



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9.7Survival.
The Parties rights and obligations under Sections 4.3, 4.4, 5, 6, 7, 8, 9.2, 9.3,
9.4, 9.5, 9.6, 9.7, 10, 11, and 12 will survive Termination.

# SECTION 10:   INDEMNIFICATION

10.1Indemnification
Obligation. The Customer, on the one hand, and eSilicon, on the other hand (each, an
Indemnifying Party, as the case may be), shall defend, indemnify and
hold harmless eSilicon or eSilicon Partners, on the one hand, and the Customer or its
Affiliates, on the other hand (each, an Indemnified Party, as the case
may be) from and against any and all claims, demands, causes of action and any
liabilities, damages (excluding consequential or indirect damages), losses, costs and
expenses arising therefrom, (including but not limited to reasonable fees of attorneys
and other professionals) arising from: (a) in the case where the Indemnified Party is
eSilicon, (i) any third party claim that the Customer Deliverables, Customers
Background Technology or Customers Product, in whole or in part, infringe any
patent or copyrights or incorporate any misappropriated trade secrets of any third party,
or (ii) any sale or distribution of Products to third parties; and (b) in the case where
the Indemnified Party is Customer, any third party claim that eSilicons Background
Technology as embodied in a Deliverable or Product, in whole or in part, infringes any
patent or copyright or incorporates any misappropriated trade secrets of any third party.

10.2Indemnity
Conditions. In the event of any such claim, the Indemnified Party shall: (i) promptly
notify in writing Indemnifying Party of the claim; (ii) provide Indemnifying Party with
all reasonable information and assistance, at Indemnifying Partys expense, to
defend or settle such a claim; and (iii) grant Indemnifying Party authority and control
of the defense or settlement of such claim. Indemnifying Party shall not settle any such
claim, without Indemnified Partys prior written consent, if such settlement would
alter, impair or reduce the scope of Indemnified Partys rights under this Agreement
or in its Intellectual Property Rights or Background Technology. Indemnified Party
reserves the right to retain counsel, at Indemnified Partys expense, to participate
in the defense and settlement of any such claim.

10.3Injunctions;
Termination. In the event that any of the rights granted to the Indemnified Party
under this Agreement are exercised and consequently enjoined or, in the Indemnifying Partys
reasonable opinion, are likely to be enjoined due to the type of infringement or
misappropriation specified in Section 10.1, the Indemnifying Party may at its expense and
without prejudice to the rights and remedies of Indemnified Party: (i) procure for
Indemnified Party a license to continue to exercise all of the rights granted under this
Agreement with respect to the Indemnifying Partys Deliverables, Background
Technology and Product; or (ii) modify the allegedly infringing item to avoid the
infringement or misappropriation, without materially impairing the performance or
compliance with the Specifications. If the remedies set forth in subsections (i) and (ii)
of this section 10.3 fail despite the Indemnifying Partys reasonable efforts, then
the Indemnified Party may terminate this Agreement upon thirty (30) days prior written
notice to the Indemnifying Party.

10.4Exclusions.
The Indemnifying Party shall have no liability for any infringement or misappropriation
claim to the extent it results from: (i) modifications of the Indemnifying Partys
Background Technology or Product not expressly authorized herein or in the applicable
Proposal other than by the Indemnifying Party or a party authorized by the Indemnifying
Party, if such a claim would have been avoided but for such modification; (ii) any
material deviation from the Specifications, if any to the extent prepared or provided by
the Indemnified Party, (iii) a combination of the Indemnifying Partys Deliverables,
Background Technology or Product with materials, products or systems not provided by
Indemnifying Party, if such a claim would have been avoided but for such combination; or
(iii) Indemnified Partys failure to use modifications to the Indemnifying Partys
Deliverables, Background Technology or Product provided by Indemnifying Party to avoid
infringement or misappropriation.

|                     |                                                        |      
|-------------------- | ------------------------------------------------------ | -----
|eSilicon Corporation | Business Confidential  Master ASIC Services Agreement | 14/20
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10.5Sole
Remedy. The provisions of Section 10 represent each Partys sole and exclusive
obligation and sole and exclusive remedy for any claim of infringement or
misappropriation of third party Intellectual Property Rights.

# SECTION 11:   LIMITATION
OF LIABILITY

11.1Total
Liability. eSilicons total liability to Customer, from all causes of action and
all theories of liability, will be limited to and will not exceed the aggregate amounts
paid to eSilicon by Customer under the Proposal giving rise to any liability hereunder.

11.2Limitations
and Exclusions. Liability for damages will be limited and excluded as set forth in
this Section 11, even if any exclusive remedy provided for in this Agreement fails of its
essential purpose. Neither Party will be liable to the other Party or to any third party
for any special, incidental or consequential damages (including loss of use, data,
business or profits) arising out of or in connection with this Agreement or the Services,
whether such liability arises from any claim based upon contract, warranty, tort
(including negligence), product liability or otherwise, and whether or not a Party has
been advised of the possibility of such loss or damage. In no event will eSilicon be
liable (a) to Customer for any direct or indirect damages owed to third parties relating
to any deliverables or services not provided by eSilicon or (b) for any damages relating
to or resulting from the use of deliverables used for aviation, medical, nuclear or ultra
hazardous purposes.

# SECTION 12:   GOVERNANCE

12.1Compliance
With Law. Both Parties will comply in all material respects with all laws and
regulations applicable to its activities under this Agreement. Without limiting the
foregoing, both Parties will: (a) comply with all United States Department of Commerce
and other United States export control laws and regulations with respect to the subject
matter hereof; and (b) not produce or distribute any software, products, or technical
data in any country where such production or distribution would be unlawful.

12.2Governing
Law and Venue. This Agreement will be governed by and construed in accordance with
the substantive laws of the United States and the State of California, without regard to
or application of provisions relating to conflicts of law, and expressly excluding the
United Nations Convention on Contracts for the International Sale of Goods. Any
litigation arising under this Agreement will be brought exclusively in the federal courts
of the Northern District of California or any state courts therein, and the Parties
hereby consent to the personal jurisdiction and venue of such courts.

12.3AttorneysFees.
Each Party agrees that in any action to enforce this Agreement the prevailing Party will
be entitled to reasonable attorneys fees and other costs incurred therein, in
addition to any other appropriate relief.

12.4Waiver
and Modification. Failure by either Party to enforce any provision of this Agreement
will not be deemed a waiver of future enforcement of that or any other provision. Any
waiver, amendment or other modification of any provision of this Agreement will be
effective only if in writing and signed by the Parties.

|                     |                                                        |      
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12.5Severability.
If, for any reason, a court of competent jurisdiction finds any provision of this
Agreement to be unenforceable, that provision of the Agreement will be enforced to the
maximum extent permissible to affect the intent of the Parties, and the remainder of this
Agreement will continue in full force and effect.

12.6Notices.
All notices required or permitted under this Agreement will be in writing and delivered
by confirmed facsimile transmission, by courier or overnight delivery service, or by
certified mail, and in each instance will be deemed given upon receipt. All
communications will be sent to the addresses set forth as follows or to such other
address as may be specified by either Party to the other in accordance with this Section
12.6. If to eSilicon: eSilicon Corporation, 501 Macara Avenue, Sunnyvale, CA 94085-2808.
If to Customer: 1 Hatamar Street, Yokneam 20692, Israel.

12.7Assignment.
Neither party may assign its rights or delegate its obligations under this Agreement, in
whole or in part, without the other Partys prior written consent, which will not be
unreasonably withheld, delayed or conditioned. Any attempted assignment or delegation by
a Party, without such consent, will be void. Subject to the foregoing, the rights and
obligations of the Parties will bind and inure to the benefit of the Partiesrespective
successors and permitted assigns.

12.8Force
Majeure. Except for payment obligations, neither Party will be deemed in default of
this Agreement to the extent that performance of its obligations is delayed or prevented
by reason of fire, natural disaster, accident, act of government, shortages of material
or supplies or any other cause beyond the reasonable control of such Party, provided that
such Party gives the other Party written notice thereof promptly and, in any event,
within fifteen (15) days of discovery thereof and uses its reasonable commercial efforts
to so perform or cure.

12.9Entire
Agreement. This Agreement, including all exhibits and appendices attached
hereto and any Proposals and accepted Orders, constitutes the entire agreement between
the Parties with respect to the subject matter hereof, and supersedes and replaces all
prior and contemporaneous understandings, communications or agreements, written or oral,
regarding such subject matter. This Agreement may be executed in one or more
counterparts, each of which will constitute an original, but taken together will
constitute one and the same instrument.

|                     |                                                        |      
|-------------------- | ------------------------------------------------------ | -----
|eSilicon Corporation | Business Confidential  Master ASIC Services Agreement | 16/20
|                     |                                                        |      



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IN
WITNESS WHEREOF, the duly authorized representatives of eSilicon, Customer and Authorized
Agent have executed this Agreement as of the Effective Date.

| | eSilicon Corporation
By:Name:Title: | Customer:
By:Name:Title:
| | ------------------------------------------------- | --------------------------------------

| |  | Authorized Agent:
By:Name:Title:
| |  | ----------------------------------------------

The signing of this service
agreement by EZchip technologies Ltd., is contingent upon the receipt of a Direct
Purchase Letter signed by TSMC, as described in section 3.9 to this service
agreement

|                     |                                                        |      
|-------------------- | ------------------------------------------------------ | -----
|eSilicon Corporation | Business Confidential  Master ASIC Services Agreement | 17/20
|                     |                                                        |      



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APPENDICES 
Exhibits & Forms

# EXHIBITS

Exhibits 1 through n 
<SmartCOT or Netlist> Handoff Proposal for <Customer> <ProjectName>

|                     |                                                        |      
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CHANGE REQUEST FORM

|                |                                    
|--------------- | -----------------------------------
|(ESILICON LOGO) | Engineering Change Order (ECO) Form

ECO#:

The terms and conditions applicable to this ECO will be those of the
signed <Customer><Project> project (Proposal) dated <Month,
Date, Year> and those of the Master ASIC Services Agreement (MSA) dated <Month,
Date, Year> by and between eSilicon Corporation and <Customer>. This
ECO is hereby incorporated into the above referenced Proposal.

Customer
or Program Manager to complete Sections I & II.

|                                                                      |  |  |  |             |  |                 |  |           |  | 
|--------------------------------------------------------------------- |  |  |  | ----------- |  | --------------- |  | --------- |  | 
|SECTION I: CUSTOMER
INFORMATION                                      
|                                                                     
|Initiator:                                                            |  |  |  |             |  | Date:           |  |           |  | 
|                                                                      |  |  |  |             |  |                 |  |           |  | 
|Product Number:                                                       |  |  |  |             |  | Proposal
  No.: |  |           |  | 
|                                                                      |  |  |  |             |  |                 |  |           |  | 
|Project/Product
  Name:                                               |  |  |  |             |  |                 |  |           |  | 
|                                                                      |  |  |  |             |  |                 |  |           |  | 
|Customer
  Name:                                                      |  |  |  |             |  |                 |  |           |  | 
|                                                                      |  |  |  |             |  |                 |  |           |  | 
|Address:                                                              |  |  |  |             |  |                 |  |           |  | 
|                                                                      |  |  |  |             |  |                 |  |           |  | 
|City:                                                                 |  |  |  | State:      |  |                 |  | Zip Code: |  | 
|                                                                      |  |  |  |             |  |                 |  |           |  | 
|Country:                                                              |  |  |  | Phone
  No: |  |                 |  | Fax
  No: |  | 
|                                                                      |  |  |  |             |  |                 |  |           |  | 
|SECTION II: CHANGE
  REQUEST                                         
|                                                                     
|List the Summary of the Change Request:                              
|                                                                     
|1)                                                                    |  |  |  |             |  |                 |  |           |  | 
|                                                                      |  |  |  |             |  |                 |  |           |  | 
|2)                                                                    |  |  |  |             |  |                 |  |           |  | 
|                                                                      |  |  |  |             |  |                 |  |           |  | 
|3)                                                                    |  |  |  |             |  |                 |  |           |  | 
|                                                                      |  |  |  |             |  |                 |  |           |  | 
|Describe Special Constraints or Conditions Related to Change Request:
|                                                                     
|                                                                     
|Supporting Documentation Attached?     o Yes  o No                   
|                                                                     
|If
  Yes, please list:                                               

Please submit completed form to the eSilicon
Program Manager.Fax
408.991.9580

|                     |                                                        |      
|-------------------- | ------------------------------------------------------ | -----
|                    
|eSilicon Corporation | Business Confidential  Master ASIC Services Agreement | 19/20
|                    

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|                |                                    
|--------------- | -----------------------------------
|(ESILICON LOGO) | Engineering Change Order (ECO) Form

If Change Request approved by Program
Manager, eSilicon to complete Sections III and IV.


|                                                 |                               |           |                   |           |      |  |  | 
|------------------------------------------------ | ----------------------------- | --------- | ----------------- | --------- | ---- |  |  | 
|SECTION III:
  CHANGE ORDER PROPOSAL            
|eSilicon Proposed Change Response:              
|1)                                               |                              
|2)                                               |                              
|3)                                               |                              
|SECTION
  IV:  CHANGE IMPACT SUMMARY            
|Delivery Date: ______                            | Price: _____                 
|Special Notes:                                  
|SECTION V:  CUSTOMER APPROVALS (To Proceed)      | o YES      o NO              
|Title                                            | Print Name                    | Signature | Date             
|                                                 |                               |           |                  
|                                                 |                               |           |                  
|SECTION
  VI:  CUSTOMER APPROVALS (Deliverables) | o YES      o NO              
|Title                                            | Print Name                    | Signature | Date             
|                                                 |                               |           |                  
|                                                 |                               |           |                  
|SECTION
  VII:  ESILICON CHANGE BOARD APPROVALS 
|                                                 | Signature                     | Date      |                   | Signature | Date
|Program Management:                              |                               |           | Supply Chain:     |           |     
|Engineering:                                     |                               |           | QA & Reliability: |           |     
|Sales:                                           |                               |           | Controller:       |           |     
|Change Board Decision:                           | o APPROVED     o NOT APPROVED
|Reason
  for not approving the change:          

Submit completed ECO package to Document
Control for archiving.

|                     |                                                        |      
|-------------------- | ------------------------------------------------------ | -----
|eSilicon Corporation | Business Confidential  Master ASIC Services Agreement | 20/20
|                     |                                                        |      

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