LNOP Lanoptics Ltd. (MM)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LANOPTICS LTD.

 By: /s/ Dror Israel
 --------------------------
 Dror Israel
 Chief Financial Officer

Dated: November 21, 2007

LANOPTICS LTD.
1 Hatamar Street
Yokneam 20692, Israel

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

DECEMBER 27, 2007

TO THE SHAREHOLDERS OF LANOPTICS LTD.:

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of LanOptics Ltd. (the "Company") will be held on Thursday, December 27, 2007 at 11:00 a.m. (Israel time), at LanOptics' principal executive offices at 1 Hatamar Street, Yokneam 20692, Israel (the telephone number at that address is
+972-4-959-6666) (the "Meeting").

The following matters are on the agenda for the Meeting:

(1) to elect four directors to the Company's Board of Directors to serve until the Company's 2008 annual general meeting of shareholders;

(2) to approve the compensation of the new Chairman of the Company's Board of Directors;

(3) to approve an amendment to the Company's Articles of Association to increase LanOptics' authorized share capital;

(4) to approve an amendment to the Company's equity incentive plan to increase the number of Ordinary Shares reserved and authorized for issuance under the Company's equity incentive plan and to enable award grants to U.S. employees;

(5) to approve an amendment to the Company's equity incentive plan to provide for annual increases to the number of Ordinary Shares reserved and authorized for issuance under the Company's equity incentive plan; and

(6) to ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company's independent public accountants for 2007 and to authorize the Board of Directors and/or the Audit Committee to set the compensation of the Company's independent public accountants; when this proposal is raised, you will also be invited to discuss the Company's 2006 consolidated financial statements.

SHAREHOLDERS ENTITLES TO VOTE

Only shareholders who hold the Company's Ordinary Shares, par value NIS 0.02 per share, at the close of business on November 28, 2007 (the "Record Date") will be entitled to notice of, and to vote at, the Meeting and any adjournments thereof.

According to the Companies Law Regulations (Confirmation of Ownership of Shares for Voting in the General Meeting), 2000, if a shareholder holds shares through a HEVRA L'RISHUMIN (the "Registration Company") and the shares are registered in the name of such Registration Company on the books of the Company's transfer agent, the shareholder may provide the Company, prior to the Meeting, a certification confirming his ownership of the shares on the Record Date. Such certification may be obtained at the Registration Company's offices or may be sent to the shareholder by mail (subject to payment of the cost of mailing), at the election of the shareholder; PROVIDED that the shareholder's request shall have been submitted with respect to a specific securities account.

All shareholders of record on the Record Date are cordially invited to attend and vote at the Meeting in person or by proxy, pursuant to the Company's Articles of Association. Shareholders may send the Company a standpoint notice no later than December 9, 2007.

VOTE REQUIRED

The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to approve proposals Nos. 1, 2, 4, 5 and 6. The affirmative vote of the holders of at least 75% of the voting power represented and voting in person or by proxy is required to approve proposal No. 3.

REVIEW OF DOCUMENTS

The Company will distribute a proxy statement (which will include the full version of the proposed resolutions) and a proxy card to all shareholders after the Record Date for the Meeting. Shareholders may also review the proxy statement at the Company's principal executive offices stated above, Sunday through Thursday, upon prior notice and during regular working hours (telephone number: +972-4-959-6666) until the date of the Meeting. A copy of the proxy statement will also be available at the following websites:
http://www.tase.co.il/tase/ or http://www.magna.isa.gov.il (the "Distribution Sites").

Each member of the Tel-Aviv Stock Exchange Ltd. (a "TASE Member") shall e-mail, upon request and without charge, a link to the Distribution Sites, to each shareholder who is not listed in the Company's shareholder register and whose shares are held through the TASE Member, PROVIDED that each shareholder's request shall have been submitted (a) with respect to a specific securities account, and (b) prior to the Record Date.

By Order of the Board of Directors,

ELI FRUCHTER
CHAIRMAN OF THE BOARD OF DIRECTORS

Dated: November 21, 2007