December 31, 2007

EXHIBIT 4.5

December 31, 2007

The Xxxxxxx Xxxxx 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.

Ladies and Gentlemen:

        We refer to the Exchange Right Agreement dated as of May 8, 2003 by and among LanOptics Ltd. (the “Company”), EZchip Technologies Ltd. (“EZchip”) and you (the “Agreement”). Each capitalized term used but not defined in this letter agreement shall have the meaning ascribed to it in the Agreement.

        In order to facilitate the exercise of the Exchange Right, we propose the following:

1. If EZchip and the Company receive Exchange Notices from all the Goldman Shareholders and all the JK&B Shareholders no later than the close of business, Israel time, on December 31, 2007 (the “Deadline”), then in addition to the terms and conditions of the Agreement, the provisions of this letter agreement shall apply with respect to the Goldman Shareholders.

2. EZchip and the Company shall promptly comply with the provisions of Section 2.6 of the Agreement. EZchip, the Company and the Goldman Shareholders shall all use reasonable efforts to obtain all required consents and approvals and cause the Closing to occur as soon as practicable. Thereafter, the Company shall use reasonable efforts to cause the Registration Statement with respect to the Goldman Shareholders’ Registrable Securities to be filed as promptly as practicable after the Closing.

3. Prior to the delivery of the Exchange Notice, the Goldman Shareholders shall have engaged an investment banking firm for the purpose of underwriting and/or distributing the Registrable Securities (the “Underwriter”):

3.1. Notwithstanding the transfer restrictions contained in Section 5.1 of the Agreement, the Goldman Shareholders may publicly sell in an offering underwritten and/or managed by the Underwriter, all or any portion of their Registrable Securities, at any time following the effectiveness of the Registration Statement with respect to the Goldman Shareholders’ Registrable Securities;

3.2. During the 60 day period following the effectiveness of the Registration Statement (the “Initial Period”), the Goldman Shareholders may not sell Registrable Securities in open market transactions;

3.3. During the Initial Period, the management of the Company shall (i) use best efforts to refer potential purchasers of Shares to the Goldman Shareholders, and (ii) reasonably cooperate with the Goldman Shareholders in making presentations to potential purchasers of the Registrable Securities in order to allow them to publicly dispose of the Registrable Securities in the manner noted in Section 3.1; and

3.4. Following the Initial Period, sales by the Goldman Shareholders of Registrable Securities in open market transactions shall be permitted subject to the transfer restrictions contained in Section 5.1 of the Agreement.

4. The Exchange Ratio relevant for this transaction determined in accordance with the provisions of the Agreement will be 1 (one) Share of the Company for each 4 (four) shares of EZchip (on a fully-diluted, as-converted basis).

5. Except as explicitly set forth in this letter agreement, nothing contained in this letter agreement shall detract from any of the provisions of the Agreement, which shall remain in full force and effect. Without limiting the generality of the foregoing, the Company hereby reaffirms its representations in Section 3.5 of the Agreement (except that as of the date of this letter agreement, the issued and outstanding share capital of the Company consists of 18,312,245 Ordinary Shares and the Company has reserved 119,000 Ordinary Shares for issuance upon the exercise of share options and vesting of restricted share units granted or available for future grants under the Plans and 666,300 Ordinary Shares for issuance upon exercise of outstanding warrants), and each Goldman Shareholder reaffirms its representations in Section 4.2 of the Agreement.

6. This letter agreement shall come into effect only if all the Goldman Shareholders sign and return it by the Deadline, and all the JK&B Shareholders sign and return a similar letter agreement with respect to the JK&B Shareholders’ Registrable Securities (the ” JK&B Letter Agreement”) by the Deadline. If this letter agreement is not signed and returned by all Goldman Shareholders and the JK&B Letter Agreement is not signed and returned by all JK&B Shareholders by the Deadline, the offer contained herein shall automatically and immediately be null and void.

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        If you wish to accept the terms of this letter agreement, please sign one copy and return it to the Company no later than the Deadline.

Sincerely,


LANOPTICS LTD.


By: /s/ Dror Israel
——————————————
Name: Dror Israel
Title:   CFO

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We accept the terms of the above letter agreement dated December 31, 2007. This acceptance shall also be deemed to constitute an Exchange Notice.

The Xxxxxxx Sachs Group, Inc.


By: /s/ Xxxxxxxxx Xxxxxxxxxx
——————————————————
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Attorney-in-Fact

GS EZC Employee Holdings, L.L.C.
By:	GS Employee Funds 2000 GP, L.L.C.
Its:	Managing Member
	By: /s/ Xxxxxxxxx Xxxxxxxxxx —————————————————— Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President

GS PEP Tech EZC Holdings, L.L.C.
By:	GSAM Gen-Par, L.L.C.
Its:	Managing Member
	By: /s/ Xxxxxxxx Xxxxxxxx —————————————————— Name: Xxxxxxxx Xxxxxxxx Title: Authorized Signatory

GS PEP 1999 Direct EZC Holdings, L.L.C.
By:	GSAM Gen-Par, L.L.C.
Its:	Managing Member
	By: /s/ Xxxxxxxx Xxxxxxxx —————————————————— Name: Xxxxxxxx Xxxxxxxx Title: Authorized Signatory

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