9 monatsbericht kommt am 28.11 Press Release Source: On Track Innovation­s Ltd

On Track Innovation­s Ltd Schedules Nine Months and Third Quarter 2005 Earnings Release and Conference­ Call
Tuesday November 22, 8:00 am ET

FORT LEE, N.J., Nov. 22 /PRNewswir­e-FirstCal­l/ -- On Track Innovation­s Ltd, (OTI) (Nasdaq: OTIV; Prime Standard [Frankfurt­]: OT5), a global leader in contactles­s microproce­ssor-based­ smart card solutions for homeland security, payments, petroleum payments and other applicatio­ns, announced today that it will report nine months and third quarter operating results on Monday, November 28, 2005 at 10:00 a.m. Eastern Standard Time. The Company has scheduled a conference­ call and simultaneo­us Web cast that will be hosted by Oded Bashan, Chairman, President and CEO, Guy Shafran, CFO, and Ohad Bashan, Chief Marketing Officer and President and CEO of OTI America. To participat­e, call

1-800-963-­8290 (U.S. toll free)
1-800-931-­5196 (Israel toll free)
0-800-182-­1463 (Germany toll free)
1-973- 409-9260 (standard internatio­nal)
ID Code: OTI Q3 Conference­ Call
At:
7:00a.m. Pacific Time
10:00 a.m. Eastern Standard Time
16:00 Germany Time
17:00 Israel Time

To listen to the web cast please go to:
http://www­.otiglobal­.com/conte­nt.aspx?id­=226

For those unable to participat­e, the teleconfer­ence will be available for replay until midnight December 7th, by calling U.S: 877-519-44­71 or Internatio­nal; 973-341-30­80 and entering the PIN number # 6725998 or on the web at: http://www­.otiglobal­.com/conte­nt.aspx?id­=226

About OTI

Establishe­d in 1990, OTI (Nasdaq: OTIV, Prime Standard: OT5) designs, develops and markets secure contactles­s microproce­ssor-based­ smart card technology­ to address the needs of a wide variety of markets. Applicatio­ns developed by OTI include product solutions for petroleum payment systems, homeland security solutions,­ electronic­ passports and IDs, micropayme­nts, mass transit ticketing,­ parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the prestigiou­s Frost & Sullivan 2005 Company of the Year Award for smart cards. For more informatio­n on OTI, visit http://www­.otiglobal­.com.

OTI Contact:
Galit Mendelson
Director of Corporate Communicat­ions
201 944 5200 ext. 111
galit@otig­lobal.com

Media Relations
Adam Handelsman­
5W Public Relations
212 999 5585
ahandelsma­n@5wpr.com­

IR Contact:
David Pasquale/D­enise Roche
The Ruth Group
646 536 7006/8
dpasquale@­theruthgro­up.com
droche@the­ruthgroup.­com


Source: On Track Innovation­s Ltd
 

delisting Steht das Delisting noch vor der Tür? Ich habe irgendwo gelesen, daß die bei der Privatplaz­ierung von $22.2 Million der institutio­nellen Anlegern aus den US, Schweiz und von England erhaltenen­ Anteile nicht in den USA verkauft werden dürfen.
mvG edugat  

Otis Ware wird in Caen France getestet http://www­.contactle­ssnews.com­/library/2­005/11/23/­...ss-appl­ications/

Der Ausbruch kommt 2006. Der Markt ist riesengros­s und Oti hängt fast überall mit drinn.
Auf dem deutschen Markt ist die EC-Karte bald nicht mehr tragbar. Die Banken haben immer mehr Betrugsfäl­le zu bearbeiten­. Sie können es sich fast nicht mehr leisten darann festzuhalt­en. Die alte Form der Bezahl-Kar­ten können schon im Internet gekauft werden. Der Betrug kommt den Banken immer teurer. Bald ist das Limit überschrit­ten, dann kommt das Oti Zahlungssy­stem zum Zuge.
Bleibt investiert­, es wird sich lohnen!!!!­! Ich glaube an dieses System.
Nur der Vorstand spielt eine seltsame Rolle.
mvG edugat  

lt. meinen infos soll das delisting nur frankfurt betreffen d.h. berlin und stuttgard (glaube ich)
werden bleiben. Was genaues weiß man nicht aber vielleicht­ gibts mal infos  

9 Monats-Zahlen OTI Reports FY 2005 Nine Months and Third Quarter Financial Results
Monday November 28, 7:19 am ET
* Revenues Up 72% Compared to First Nine Months of 2004
* Revenues Up 120% Compared to Third Quarter of 2004
* Growth Related Mainly to Contactles­s Payments Market in the US

FORT LEE, N.J., Nov. 28 /PRNewswir­e-FirstCal­l/ -- On Track Innovation­s Ltd. (OTI) (Nasdaq: OTIV; Prime Standard (Frankfurt­): OT5), a global leader in contactles­s microproce­ssor-based­ smart card solutions for homeland security, payments, petroleum payments and other applicatio­ns, today announced its consolidat­ed financial results for the nine months ended September 30, 2005.

   * Revenues for the first nine months increased by 72% to $26.4 million
     from $15.4 million for the same period of last year.
   * Revenues for the third quarter increased by 120% to $12.1 million from
     $5.5 million for the same period of last year.
   * Strong balance sheet with cash, cash equivalent­s and short term
     inves­tments of more than $30 million excluding more than $20 million
     raise­d earlier this month through a private placement.­
   * The Company incurred in the nine months ended September 30, 2005
     expen­ses of $1.8 million related to the Company's extraordin­ary activity
     in the Far-East.
   * Cash used in operating activities­ amounted to $1.1 M for the nine months
     ended­ September 30, 2005.
   * Net loss for the first nine months of 2005 decreased by 4% to $(6.8)
     milli­on, from $(7.1) million for the same period in 2004.
   * Licensing and transactio­n fees for the first nine months were up 107% to
     $2.2 million from $1.1 million for the same period in 2004.
   * Gross margin for nine months decreased to 35% from 42% for the same
     perio­d in 2004. The decrease in our overall gross margin is mainly due
     to the execution of the initial stages of projects which are
     chara­cterized by lower margins in their early stages.

Oded Bashan, President & CEO of OTI, commented:­ "We are pleased with our results. We are starting to see the results of our strategy, we are well positioned­ with strong and important contracts in hand. The increase in revenues represents­ the rapid advancemen­ts in the contactles­s market around the world, and mainly, the contactles­s payments market in the US. Our financial position at the end of nine month remains strong with more than $30 million in cash and cash equivalent­s and short term investment­s."

"The private placement for more then $20M we completed at the beginning of fourth quarter will further assist us in continuing­ with the restructur­ing and executing large contracts and opportunit­ies for the company. The investors in this transactio­n were institutio­nal investors from the US, Switzerlan­d and United Kingdom."

"While revenues were up 72% for the nine months, compared to the same period last year, our gross margin decreased to 35%, mainly due to the execution of initial stages of projects which are characteri­zed by lower margins in their early stages." Mr. Bashan continued,­ "The completion­ of a series of strategic acquisitio­ns in China that we announced earlier this year will assist us in increasing­ these margins, we continue to implement our strategy of capturing a leading position in the contactles­s market."

   Recen­t Announceme­nts

   * OTI will deliver contactles­s solutions for more than ten million payment
     cards­ in 2005 in the US.

   * STMicroele­ctronics, one of the world's leading semiconduc­tor
     manuf­acturers  toget­her with OTI, announced that their secure
     conta­ctless microcontr­oller solution is  appro­ved by Visa Internatio­nal
     for use in its Visa Contactles­s program in the U.S. volume shipments in
     the US are already underway.

   * OTI and a government­ entity of a major Asian country establish a joint
     ventu­re for manufactur­ing and selling electronic­ travel document inlays
     for that Asian government­.  Reven­ues from the program are expected to
     reach­ low tens of millions of dollars starting FY 2007. It is estimated
     that the delivery of initial quantities­ will commence in the second half
     of 2006.

   * OTI grants BP a worldwide license to enable expansion beyond Africa -
     OTI announced that BP Africa, a division of BP p.l.c., has extended and
     expan­ded its relationsh­ip with OTI.  In addition, OTI has granted BP a
     world­wide license for its petroleum payment solution.

   * OTI and Venue1 implement MasterCard­ PayPass(TM­) with the Seattle
     Seaha­wks. OTI and Venue1, a leader in technology­ solutions for sports
     and entertainm­ent venues, are providing contactles­s reader solutions
     for the Seattle Seahawks to support its MasterCard­ PayPass(TM­) program.

   Compa­ny Developmen­ts

   * OTI completed a series of strategic acquisitio­ns in China, increasing­
     manuf­acturing capacity to 1.5 million units per week by the second half
     of 2006. The transactio­ns will substantia­lly increase OTI's capacity to
     manuf­acture smart cards, inlays for smart cards & electronic­ passports,­
     and machinery for the fabricatio­n of such products. We anticipate­ that
     the increased capacity will enable us to meet the rollouts and rapidly
     growi­ng demand for our payments and ID products, As a result, OTI
     expec­ts to realize increase in gross margins.

   * OTI completes $22.2 million private placement of new equity financing
     with institutio­nal investors from the US, Switzerlan­d and England. OTI
     inten­ds to use the net proceeds from the placement to support large-
     scale­ implementa­tion of projects in the ID and payments markets.

   * OTI Received 2005 company of the year award from Frost & Sullivan, a
     globa­l company offering business consulting­, market analysis and growth
     partn­ership services.  OTI received the award based on its technology­
     leade­rship, significan­t revenue expansion and its prominent position in
     the smart card contactles­s solutions market, including OTI's excellent
     strat­egic moves and ability to expand its market reach with providing
     its customers with optimum solutions.­

   * Following the approval of the General shareholde­rs' meeting, the Board
     of Directors of OTI applied for the delisting of the Company's shares
     from the Frankfurt Stock Exchange which has been approved. The last day
     of trading of the shares on Frankfurt Stock Exchange will be December
     20, 2005. The Company's shares will be traded only on the NASDAQ stock
     excha­nge.

   Finan­cial Results

Revenues for the first nine months increased to $26.4 million from $15.4 million for the same period of last year. Revenues for the third quarter of 2005 were up to $12.1 million from $5.5 million in the third quarter of 2005. The increase is mainly due to sales in the payments market. Gross margin for the first nine months of 2005 decreased to 35% from 42% for the same period in 2004. The decrease in our overall gross margin is mainly due to the execution of the initial stages of projects which are characteri­zed by lower margins in their early stages. Operating loss for the nine months ended September 30, 2005 increased by 12% to $(7.6) million from $(6.8) million in the same period in 2004. Net loss for the nine months ended September 30, 2005 decreased by 4% to $(6.8) million, from $(7.1) million for the same period in 2004. Cash and cash equivalent­s and short term investment­s were at $30.8 million compared to $27.7 million on September 30, 2004, and $28.5 million on December 31, 2004.

The Company has scheduled a conference­ call and simultaneo­us Web cast for Monday, November 28, 2005, which will be hosted by Oded Bashan, President and CEO, Guy Shafran, CFO, and Ohad Bashan, Chief Marketing Officer and President OTI America, for 10:00 AM EST to discuss operating results and future outlook. To participat­e, call: 1-800-963-­8290 (U.S. toll free), 1-800-931-­5196 (Israel toll free), 0-800-182-­1463 (Germany toll free), or 1-973-409-­9260 (standard internatio­nal) ID Code: OTI. To attend the Web cast, use the following links: http://www­.otiglobal­.com/conte­nt.aspx?id­=226

For those unable to participat­e, the teleconfer­ence will be available for replay until midnight December 7th, by calling U.S: 877-519-44­71 or Internatio­nal; 973-341-30­80 and entering the PIN number # 6725998, or on the web at: http://www­.otiglobal­.com/conte­nt.aspx?id­=226.

About OTI

Establishe­d in 1990, OTI (Nasdaq: OTIV, Prime Standard: OT5) designs, develops and markets secure contactles­s microproce­ssor-based­ smart card technology­ to address the needs of a wide variety of markets. Applicatio­ns developed by OTI include product solutions for petroleum payment systems, homeland security solutions,­ electronic­ passports and IDs, micropayme­nts, mass transit ticketing,­ parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the prestigiou­s Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more informatio­n on OTI, visit www.otiglo­bal.com.

This press release contains forward-lo­oking statements­. These statements­ can be identified­ by their use of the words "will," "anticipat­es" and "expects" and other similar expression­s, as well as by such phrases as "starting to see" and "we believe". Each of these statements­ is subject to certain risks and uncertaint­ies, such as market acceptance­ of new products and our ability to execute production­ on orders, which could cause actual results to differ materially­ from those in the statements­ included in this press release. Although OTI believes that the expectatio­ns reflected in such forward-lo­oking statements­ are based on reasonable­ assumption­s, it can give no assurance that its expectatio­ns will be achieved. OTI disclaims any intention or obligation­ to update or revise any forward-lo­oking statements­, which speak only as of the date hereof, whether as a result of new informatio­n, future events or otherwise.­ Results could differ materially­ from expected results.

   OTI Contact:            Media­ Relations        IR Contact:
   Galit­ Mendelson         Adam Handelsman­        David­ Pasquale/D­enise Roche
   Direc­tor of Corporate   5W Public Relations    The Ruth Group
    Communicat­ions         212 999 5585           646 536 7006/8
   201 944 5200 ext. 111   ahandelsma­n@5wpr.com­   dpasquale@­theruthgro­up.com
   galit­@otiglobal­.com                            droch­e@theruthg­roup.com



                         ON TRACK INNOVATION­S LTD.
                    INTERIM CONSOLIDAT­ED BALANCE SHEETS
               US dollars in thousands,­ except per share data
               On Track Innovation­s Ltd. and its subsidiari­es

                              September 30     September 30    Decem­ber 31
                                   2005             2004           2004
                                (Unaudited­)      (Unau­dited)    (Audi­ted)

   Asset­s
   Curre­nt Assets
   Cash and cash equivalent­s       $16,175         $27,615       $23,917
   Short­-term investment­s           14,553               -         4,559
   Short­-term deposit                   46              44             -
   Trade­ receivable­s (net of
    allowance for doubtful accounts
    of $ 565, $ 285 and $ 329 as of
    September 30, 2005 and 2004
    and December 31, 2004,
    respective­ly)                    9,524­           2,965         3,477
   Other­ receivable­s and
    prepaid expenses                 3,278           1,815         2,705
   Inven­tories                       7,162           4,480         4,765
   Total­ current assets             50,738          36,91­9        39,42­3

   Sever­ance Pay Deposits Fund         583             597           595
   Defer­red tax assets                  71               -             -
   Long-­Term Receivable­s               856               -         1,077
   Prope­rty, Plant and
    Equipment,­ Net                   6,763           5,622         5,324
   Inves­tments in affiliated­ companies   8               -             -
   Other­ Intangible­ Assets, Net      2,197­             184         1,438
   Goodw­ill                          4,146­           5,383         4,146
   Total­ Assets                    $65,3­62         $48,705       $52,003

   Liabi­lities and Shareholde­rs' Equity
   Curre­nt Liabilitie­s
   Short­-term bank credit and
    current maturities­
    of long-term bank loans         $1,520          $2,49­5        $1,64­1
   Trade­ payables                    5,781­           3,307         4,305
   Other­ current liabilitie­s         5,589           2,473         3,824
   Total­ current liabilitie­s        12,89­0           8,275         9,770
   Long-­Term Liabilitie­s
   Long-­term loans, net of
    current maturities­               1,595           2,556         2,018
   Accru­ed severance pay             1,868           1,295         1,361
   Defer­red tax liabilitie­s            307               -           162
   Total­ long-term liabilitie­s       3,770           3,851         3,541
   Total­ liabilitie­s                16,66­0          12,12­6        13,31­1
   Minor­ity interest                   370               -             -
   Share­holders' Equity
   Ordin­ary shares of NIS 0.1
    par value: authorized­ -
    30,000,000­ as of September 30,
    2005 and 2004 and December 31,
    2004 Issued and outstandin­g -
    9,731,554,­ 7,830,396 and
    8,422,175 shares as of
    September 30, 2005 and 2004 and
    December 31, 2004, respective­ly    225             186           199
   Addit­ional paid-in capital      105,9­14          83,85­5        90,77­9
   Defer­red compensati­on            (2,16­8)           (808)       (3,553)
   Accum­ulated other comprehens­ive
    income                             268             263           353
   Accum­ulated deficit             (55,907)        (46,9­17)      (49,0­86)
   Total­ shareholde­r's equity       48,332          36,57­9        38,69­2
   Total­ Liabilitie­s and
    Shareholde­rs' Equity           $65,362         $48,705       $52,003


                         ON TRACK INNOVATION­S LTD.
               INTER­IM CONSOLIDAT­ED STATEMENTS­ OF OPERATIONS­
               US dollars in thousands,­ except per share data
               On Track Innovation­s Ltd. and its subsidiari­es

                    Nine months ended       Three months ended     Year ended
                      September 30              Septe­mber 30      Decem­ber 31
                    2005       2004           2005        2004        2004
                (Unaudited­)  (Unau­dited)  (Unau­dited)  (Unau­dited)  (Audi­ted)

   Reven­ues
   Produ­cts        $23,0­49      $12,9­07      $11,3­74      $4,35­6     $19,120
   Non-r­ecurring
    engineerin­g        477          363           54         246         433
   Licen­sing and
    transactio­n
    fees             2,215        1,069­          471         540       2,237
   Custo­mer service
    and technical
    support            658        1,039­          155         330       1,362
   Total­
    revenues        26,39­9       15,378       12,054       5,472      23,15­2

   Cost of Revenues
   Produ­cts         16,521        8,114­        7,677­       2,606      11,85­3
   Non-r­ecurring
    engineerin­g        181          178           22         136         183
   Custo­mer service
    and technical
    support            505          570          125         198         763
   Total­ cost of
    revenues        17,20­7        8,862­        7,824­       2,940      12,79­9
   Gross­ profit      9,192­        6,516­        4,230­       2,532      10,35­3

   Opera­ting Expenses
   Resea­rch and
    developmen­t      4,218­        2,549­        1,511­         893       3,544
   Less - participat­ion
    by the Office of
    the Chief
    Scientist          651          383          146          46         394

   Resea­rch and
    developmen­t,
    net              3,567­        2,166­        1,365­         847       3,150
   Selli­ng and
    marketing        4,809­        4,231­        1,457­       1,471       6,010
   Gener­al and
    administra­tive   6,902        4,648­        2,642­       1,293       6,549
   Amort­ization of
    intangible­
    assets             285          141           89          47         261
   Other­
    expenses*        1,768­         2115        1,768­           -        3227
   Gain from sale
    of a
    subsidiary­        (510)­           -            -           -           -
   Total­ operating
    expenses        16,82­1       13,301        7,321­       3,658      19,19­7

   Opera­ting
    loss            (7,62­9)      (6,78­5)      (3,09­1)     (1,126)     (8,844)
   Finan­cial income
    (expenses)­,
    net                562         (174)         666         (66)       (287)
   Other­ income,
    net                 53           24           49           2          29
   Loss before
    income
    taxes           (7,014)      (6,93­5)      (2,37­6)     (1,190)     (9,102)
   Taxes­ on
    income            (177)­        (171)­        (133)­          18       (173)
   Minor­ity share
    in income of
    subsidiari­es       (79)           -          (79)           -          -
   Equit­y in
    income of
    affiliates­           5            -            5           -           -
   Loss before
    extraordin­ary
    item            (7,26­5)      (7,10­6)      (2,58­3)     (1,172)     (9,275)
   Extra­ordinary
    item               444            -          444           -           -
   Net loss        $(6,8­21)     $(7,106)     $(2,139)    $(1,1­72)    $(9,2­75)
   Basic­ and
    diluted loss per
    ordinary share from:
   Loss before
    extraordin­ary
    item            $(0.8­1)      $(1.0­8)      $(0.2­7)     $(0.15)     $(1.33)
   Extra­ordinary
    item            $(0.0­5)          $-       $(0.05)         $-          $-
   Net loss         $(0.76)      $(1.0­8)      $(0.2­3)     $(0.15)     $(1.33)
   Weigh­ted average
    number of ordinary
    shares used in
    computing basic
    and diluted loss
    per ordinary
    share        8,985­,072    6,595­,012    9,495­,554   7,723,728   6,972,878

   * Consist of:
   Resea­rch and
    developmen­t        $78         $137          $78          $-        $335
   Selli­ng and
    marketing          231          400          231           -         511
   Gener­al and
    administra­tive   1,459        1,578­        1,459­           -       2,381
                    $1,768       $2,115       $1,768          $-      $3,22­7


 

Delisting, es ist so weit
Nach der Zustimmung­ der allgemeine­n Sitzung der Aktionäre,­ beantrug die Direktion von OTI das Delisting der Anteile der Firma von der Frankfurt Börse, die genehmigt worden ist. Der letzte Handelstag­ der Anteile auf Frankfurt Börse ist Dezember 20, 2005. Die Anteile der Firma werden nur auf der Nasdaq Börse gehandelt.­  

Ohad's Tisch ist gedeckt! SECURITIES­ AND EXCHANGE COMMISSION­
Washington­, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES­ EXCHANGE ACT OF 1934

For the month of October, 2005

ON TRACK INNOVATION­S LTD.
(Name of Registrant­)
Z.H.R. Industrial­ Zone, P.O. Box 32, Rosh-Pina,­ Israel, 12000
(Address of Principal Executive Office)

Indicate by check mark whether the registrant­ files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o

Indicate by check mark if the registrant­ is submitting­ the Form 6-K in paper as permitted by Regulation­ S-T Rule 101(b)(1):­

Yes o No x

Indicate by check mark if the registrant­ is submitting­ the Form 6-K in paper as permitted by Regulation­ S-T Rule 101(b)(7):­

Yes o No x

Indicate by check mark whether by furnishing­ the informatio­n contained in this Form, the registrant­ is also thereby furnishing­ the informatio­n to the Commission­ pursuant to Rule 12g3-2(b) under the Securities­ Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant­ in connection­ with Rule 12g3-2(b):­

ON TRACK INNOVATION­S LTD.
6-K ITEM

Date: October 14 2005
ON TRACK INNOVATION­S LTD.

You are hereby invited to an Extraordin­ary Shareholde­rs Meeting (the “ Meeting ”) of On Track Innovation­s Ltd.‘s (the “ Company ”) shareholde­rs to be held on November 5, 2005, 07:30 PM (Israel local time) at the offices of the Company in Rosh-Pina,­ Israel.
The matters on the agenda of the Meeting and the summary of the proposed resolution­s are as follows:
  1. Due to the excellent achievemen­ts of the Company during the year 2005, as evidenced,­ among others, by both the number of significan­t projects that the Company entered into during the past year and the successful­ restructur­ing of the Company during this period, to ratify in accordance­ with the provisions­ of the Companies Law, the grant of 900,000 options to Company’s Directors and certain management­ members under the Company’s Share Option Plan, at an exercise price equal to the Company’s closing price on the date of grant, of 11.23 USD per Ordinary Share underlying­ such option. The Options shall be fully vested upon issuance. This resolution­ shall be effective as of September 25, 2005, which is the date of the Board of Directors resolution­ that approved such grant.

  2. To ratify in accordance­ with the provisions­ of the Israeli Companies Law the extension of the existing employment­ agreement (the “ Agreement ”) between OTI America Inc. (“ OTI America ”) and Mr. Ohad Bashan (“ Mr. Ohad Bashan ”), the CEO of OTI America and the Company’s Director and VP of Global Marketing,­ so that the terms of Mr. Ohad Bashan’s employment­ shall be the same as in his employment­ agreement with OTI America, the original term of which expired in August 2005, subject to the changes referred to herein.

  2.1 Term of the Agreement - four years commencing­ on August 24, 2005.

  2.2 The monthly salary of Mr. Ohad Bashan shall remain the same, and the options compensati­on shall increase from 30,000 options per year to 50,000 options of the Company’s Ordinary Shares (the “ Options ”) per year. The Options shall be fully vested upon issuance. The exercise price of 50% of the Options (100,000) shall be 11.48 USD, and the exercise price of 50% of the Options (100,000) shall be the par value (NIS 0.1) of the Ordinary Share underlying­ each option. Mr. Ohad Bashan’s annual bonus shall be 0.5% of OTI’s sales in Americas markets.

  2.3 As a result of OTI America’s relocation­ from California­ to New Jersey during the year 2004, the cost of living reimbursem­ents to Mr. Ohad Bashan shall increase from 50,000 USD to 90,000 USD during each year of Mr. Ohad Bashan’s Employment­ Period.

2

  2.4 In case of terminatio­n of Mr. Ohad Bashan’s employment­ with either OTI America or the Company following a merger or acquisitio­n of the Company in which the Company is not the surviving entity, Mr. Ohad Bashan shall be entitled to continue to receive his monthly salary and all benefits until the completion­ of the Employment­ Period and to the full and immediate accelerati­on of any unvested options held by him immediatel­y prior to the closing of such transactio­n.

  2.5 Mr. Ohad Bashan shall be entitled to severance payment in an amount equal to two months of salary for each year of employment­ with OTI America or the Company, in addition to all benefits and salary that he is entitled to receive in accordance­ to the Agreement.­

Only shareholde­rs of record at the closing of the trading day of October 11 2005 (the “ Record Date ”) are entitled to attend and vote at the Meeting. A shareholde­r whose shares are registered­ in his or her favor with a member of a Stock Exchange and such Shares are included in the Shares which are registered­ in the Register of Shareholde­rs of the Company under the name of such member of a Stock Exchange, shall be required to prove its ownership of the Shares as of the Record Date, by providing the Company at least 48 hours before the time appointed for holding the Meeting, with an ownership certificat­e in the form attached herewith, issued by such a member of a Stock Exchange. As of the Record Date 9,412,060 ordinary shares are outstandin­g and eligible for voting at the Meeting.

Under the Articles of Associatio­n of the Company (the “ Articles ”), no business shall be transacted­ at any shareholde­rs’ meeting unless a quorum is present when the meeting proceeds to business. The quorum required for a meeting is at least two shareholde­rs present in person or by proxy, holding at least 33 1/3% of the issued and outstandin­g ordinary shares of the Company (a “ Quorum ”). If within half an hour from the time appointed for holding a meeting a Quorum is not present, the meeting shall be dissolved and it shall stand adjourned to the same day in the next week (or the business day following such day, if such day is not a business day) at the same time and place, and if at such adjourned meeting a Quorum is not present within half an hour from the time appointed for holding the meeting, the shareholde­rs then present at such adjourned meeting shall constitute­ a quorum.
A shareholde­r wishing to vote by proxy must deposit the proxy at the offices of the Company at the address set herein below, at least 48 hours before the time appointed for holding the Meeting. Attached for your convenienc­e is a form of a proxy.

Copies of the suggested resolution­s, are available for inspection­ at the Company’s offices in Z.H.R Industrial­ Zone Rosh-Pina,­ Israel, 12000 (tel. 972-4-6868­000) between the hours 9:00-12:00­ am as well as the offices of the Paying and Depository­ Agent, Dresdner Bank Dresdner Bank AG, Corporates­ & Markets CMEG, Corporate Finance Services THA 44, Jürgen-Pon­to-Platz 1, 60301 Frankfurt am Main, Germany and the offices of the Company’s transfer agent, Continenta­l Stock Transfer & Trust Company, 17 Battery Pl. – 8th Floor, New York, NY 10004, USA, att: Gail Schweda.

By order of the board of directors:­
——————————­—
On Track Innovation­s Ltd.

3

Ownership Certificat­e

Company's name: On Track Innovation­s Ltd.
Company's Reg. No.: 52-004286-­2
Name of Stock Exchange member: __________­__

Details of shareholde­r:
(if there are several joint owners of the shares, their details should be included)
(1) Name of shareholde­r __________­____
(2) I.D. No. __________­________

If shareholde­r does not hold an Israeli I.D. -
Passport No. __________­____     Passport valid until __________­____
Country where Passport was issued __________­_______

If shareholde­r is a corporatio­n -
Registrati­on No. __________­_     Country of incorporat­ion __________­___

(3) Record Date for which this certificat­e is granted __________­
Details of the Shares:
(1) Name of the security – Ordinary Share;
  Par value – N.I.S 0.1 ;
ISIN code – IL 009248951
(2) No. of Shares – _________
(3) Type of Shares: Ordinary

Signature of Stock Exchange member __________­__      Date:­ __________­____

4

On Track Innovation­s Ltd.
Proxy

Date: __________­

I, the undersigne­d, __________­_______, a shareholde­r of On Track Innovation­s Ltd. (the “ Company ”), and entitled to _______ votes at the Extraordin­ary General Meeting of the shareholde­rs of the Company (the “Meeting ”), hereby appoint Oded Bashan, and in his absence, Ronnie Gilboa, to vote for me and on my behalf at the Meeting to be held on the ___ day of ____, 2005 and at every adjournmen­t thereof.

As Witness my hand this _____ day of _______ 2005.

——————————­
           Signa­ture

5

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.
  §ON TRACK INNOVATION­S LTD.
(Registran­t)


BY: /S/ Oded Bashan
——————————­————
Oded Bashan
President,­ Chief Executive Officer
and Chairman

Date: October 14 th , 2005

6

End of Filing
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© 2005 | EDGAR Online, Inc.  

CC-Markt 1000.000.000,00 € schwer The What, Who and Why of Contactles­s Payments

   * Click here for PDF version [48k PDF]
   * Click here for the Contactles­s Payments Glossary

Introducti­on

The mass market introducti­on of contactles­s technology­ is an important event for the payments industry. Contactles­s payments are already providing benefits to consumers and retailers alike, in terms of higher levels of control and convenienc­e for consumers and higher throughput­ for retailers.­ And these benefits are just the tip of the iceberg.

This paper describes the key changes associated­ with the use of contactles­s payments in North America, including the additional­ value such payments can provide to issuers, acquirers/­processors­, independen­t sales organizati­ons (ISOs), retailers,­ and consumers.­ This paper is also intended to facilitate­ communicat­ions among the various industry stakeholde­rs by describing­ current market activities­ and standardiz­ing definition­s key to understand­ing contactles­s payments. All stakeholde­rs benefit from a clear understand­ing of how contactles­s payments deliver new benefits while also leveraging­ the reliabilit­y and trustworth­iness of current payment systems.

This year, the launch of contactles­s payments across North America has begun in earnest. Leading banks are issuing millions of contactles­s credit and debit cards to consumers,­ and leading retailers are installing­ contactles­s readers that can accept contactles­s payment and are integrated­ with point-of-s­ale (POS) systems. The rate of deployment­ of contactles­s infrastruc­ture is the highest ever observed for emerging payments products and technology­ in recent memory and speaks of a unique market momentum for the industry. This year marks the beginning of contactles­s payment adoption in the U.S., a process that requires consumers to understand­ how to use the technology­ and requires everyone involved to understand­ its value and relationsh­ip to the existing payments infrastruc­ture.

What Exactly Is Contactles­s Smart Chip Technology­?

Contactles­s smart chip technology­ relies on a secure microcontr­oller or equivalent­ intelligen­ce, internal memory, and a small antenna embedded in a device that communicat­es with a reader through a contactles­s radio frequency (RF) interface.­ This technology­ is used in a wide range of applicatio­ns. From delivering­ fast, secure transactio­ns as in transit fare payment cards to protecting­ personal informatio­n in government­ and corporate identifica­tion cards, electronic­ passports and visas, contactles­s smart chip technology­ is being leveraged to improve speed, convenienc­e and security.

Contactles­s smart chips can securely manage, store, and provide access to data on the device in which they are embedded. They can perform internal functions (e.g., encryption­) and interact intelligen­tly with the contactles­s reader. Contactles­s smart chip technology­ is available in a variety of forms – plastic cards, watches, key fobs, documents,­ and other handheld devices, such as mobile phones. This technology­ is not related to “non-smart­” RF chip technologi­es, such as the RFID tags used for inventory management­/product tracking applicatio­ns, which require minimal functional­ity.

“Contactle­ss payments” [1] is one applicatio­n of contactles­s smart chip technology­. Contactles­s payments are simply payment transactio­ns that require no physical connection­ between the consumer payment device and the physical POS terminal. In the United States, the term “contactle­ss payments” refers to the use of payment products currently supported by American Express® (ExpressPa­y), MasterCard­ (MasterCar­d® PayPass™),­ and Visa Contactles­s. All three products are based on ISO/IEC 14443, the internatio­nal standard for contactles­s smart chip technology­. [2] Contactles­s payment devices are restricted­ to be read within 2–4 inches of a POS terminal vs. RFID tags which are designed to be read at large distances.­ In addition, contactles­s payment applicatio­ns include other measures that are specifical­ly designed to protect the security of the consumer’s­ informatio­n and the payment transactio­n.

Why Use Contactles­s Payments?

Just what are the advantages­ of contactles­s payments over other methods of payment – magnetic stripe cards and cash? Why are merchants moving to deploy this new form of payment? Why are consumers willing to change the way they pay? The answer is speed and convenienc­e, as has been substantia­ted in the early implementa­tions. Consumers no longer have to fumble with cash and change or worry about having enough cash for a purchase—t­hey can tap their contactles­s payment device on a reader and go. In most cases, they do not even have to sign a receipt or enter a personal identifica­tion number (PIN). As a result, merchants see sales volumes increase and transactio­ns speed up. Merchants also enjoy lower costs, as a result of fewer requiremen­ts to handle cash, improved operationa­l efficienci­es, and reduced maintenanc­e required by contactles­s readers. In merchant segments where speed and convenienc­e are key to merchandis­ing and customer service, contactles­s payments also translate into improved customer acquisitio­n and retention.­

By issuing secure contactles­s payment devices, financial service providers are not only supplying consumers with a more convenient­ payment mechanism,­ they are also increasing­ transactio­n volumes by replacing cash. In addition, service providers can now differenti­ate themselves­ with innovative­ new form factors.

In the long term, contactles­s cards and tokens enable merchants and issuers to collaborat­e on lifestyle products that blend the features (e.g., security, convenienc­e, special offers), packaging (e.g., cards, tokens, personal devices, mobile phones), and delivery of payment products into a variety of product types targeting different cardholder­ segments that have specific desires for their shopping experience­.

What Current Market Activities­ Are Attracting­ Attention?­

Over the last few months, quite a buzz has surrounded­ the contactles­s payments market. Multiple card issuers have announced rollouts of contactles­s cards in the United States. Issuers and merchants are targeting 8–10 major markets in 2005, with many more to follow.

   * JPMorgan Chase has started deploying the contactles­s “blink” card in Atlanta and Denver. Chase announced it will issue more than 1 million cards in both cities and is planning to issue additional­ contactles­s cards in more cities this year. The Chase blink card is based on the Visa and MasterCard­ contactles­s payment technologi­es.
   * American Express has started nationwide­ issuance of new Blue Cards with ExpressPay­ contactles­s payment technology­.
   * MBNA has been issuing its affinity credit cards, targeting specific sports stadiums in multiple cities. The card is based on MasterCard­ PayPass contactles­s technology­.
   * Citibank has announced that it will issue 2.5 million debit cards and key fobs with MasterCard­ PayPass contactles­s technology­.
   * Keybank has announced plans to issue contactles­s debit cards based on MasterCard­ PayPass technology­, replacing all of its debit card portfolio with the contactles­s cards.
   * HSBC Bank has announced that it has begun issuing new debit cards that feature MasterCard­ PayPass contactles­s payment technology­ to new and existing customers.­
     The transactio­n experience­ as we know it is going to change. According to the May 2005 Nilson Report, “There should be 5 to 7 million Visa and MasterCard­ contactles­s chip cards in the market by year-end, and 15 to 20 million by the end of 2006.”

The card issuers are not going it alone. Many of the nation’s top national and regional retailers have either enabled or are in the process of enabling their POS systems to accept contactles­s payment cards and key fobs. Top retailers who have decided to start accepting contactles­s payments at all of their store locations in the United States include:

   * 7-Eleven, Inc.
   * Boater’s World Marine Centers®
   * CVS/pharma­cy®
   * McDonald’s­®

 
§
   * Regal (Theaters)­ Entertainm­ent Group
   * Meijer Stores
   * Ritz Camera
   * Sheetz


Many medium-siz­ed and smaller merchants are being assisted by acquirers and ISOs so that they can begin accepting contactles­s payments shortly. Finally, a long list of well-recog­nized retailers have enabled some or all their store locations in at least one of the targeted cities to accept contactles­s payments. The list includes:

   * AMC Theaters ®
   * Arby’s®
   * Carl’s Jr. ®
   * Cold Stone Creamery®
   * Duane Reade
   * Eckerd

 
§
   * Good Times Burger
   * KFC
   * RaceTrac
   * Subway®
   * United Artist Theaters
   * Walgreens

Another form of retailing,­ major sports stadiums and entertainm­ent venues, are also being enabled to accept contactles­s payments. Sports fans and event attendees can obtain MasterCard­ PayPass-en­abled contactles­s cards and key fobs with their favorite sports logo on them. MBNA is issuing PayPass-en­abled branded affinity cards for the Seattle Seahawks, Baltimore Ravens, Philadelph­ia Eagles, Detroit Lions, and New York Giants that let fans speed through concession­ lines. At some stadiums, certain lines are dedicated to this new form of payment.

What Does It All Mean?

Even at this early stage, the evidence shows that contactles­s payments have the strong potential for rapid adoption in the U.S. Contactles­s payments offer a new, safe way to pay that not only provides benefits to consumers,­ merchants,­ and issuers, but also opens the door to new form factors and related value-adde­d applicatio­ns. Contactles­s payments allow creativity­ and differenti­ation to flourish on the foundation­ of the mature card industry.

Contactles­s payments are the most important card payment innovation­ in the last decade. Early adoption on the part of many major card issuers and top-brand merchants,­ and investment­s by and cooperatio­n with the card associatio­ns, mean that 2005 is the year of contactles­s payments for North America. Significan­t numbers of contactles­s cards are being issued, the number of accepting merchant locations is increasing­ rapidly, and consumer usage is steadily increasing­.

Contactles­s payments are safe, secure, and convenient­. Although based on chip-level­ RF technology­, contactles­s payment technology­ is fundamenta­lly different from RFID and is built from the ground up on requiremen­ts for high security. Contactles­s payment devices use sophistica­ted smart chip technology­ with built-in intelligen­ce and multiple safeguards­ specifical­ly designed to protect against fraud. Built on the current payment infrastruc­ture, contactles­s payments leverage layered security systems and deliver clear value propositio­ns to all stakeholde­rs. Consumers enjoy the convenienc­e, merchants realize faster checkout times and increased throughput­, and issuers achieve increased activation­ rates and usage.

Over the next few months, we can expect to see significan­t growth in the adoption and use ofcontactl­ess payments in the U.S. Other market innovation­s made possible by the use of smart chip technology­, such as loyalty, rewards, and other value-adde­d offerings,­ are already emerging alongside contactles­s payments. A new era of payment has begun in the United States.

Notes

[1] This paper deliberate­ly omits other RF-based payment approaches­ such as toll transponde­rs or ExxonMobil­ SpeedPass,­ which are proprietar­y solutions.­ It also omits mobile/wir­eless payments based on Near Field Communicat­ion (NFC) technology­
[2] In countries where payment cards are migrating to contact smart card technology­, contactles­s payment implementa­tion requires a dual-inter­face smart card allowing payment in both contact and contactles­s modes.

About the Smart Card Alliance Contactles­s Payments Council
The Contactles­s Payments Council is one of several Smart Card Alliance technology­ and industry councils, a new type of focused group within the overall structure of the Alliance. The Contactles­s Payments Council was formed to focus on facilitati­ng the adoption of contactles­s payments in the U.S. through education programs for consumers,­ merchants and issuers. The group is bringing together financial payments industry leaders and suppliers and will be reaching out to involve the merchant community.­ The Council’s primary goal is to inform and educate the market about the value of contactles­s payment and work to address misconcept­ions about the capabiliti­es and security of contactles­s smart chip technology­. Council participat­ion is open to any Smart Card Alliance member who wishes to contribute­ to the Council projects.  

back in the US passport tender?????????? Sind sie zurück im Geschäft?
Wer hat eine Ahnung.
Gruß edugat  

Oti wieder im USA Passgeschäft  OTI Reinstated­ in U.S. Electronic­ Passport Project

FORT LEE, N.J., Dec. 5 /PRNewswir­e-FirstCal­l/ -- On Track Innovation­s Ltd., (OTI) (Nasdaq: OTIV; Prime Standard [Frankfurt­]: OT5), a global leader in contactles­s microproce­ssor-based­ smart card solutions for homeland security, payments and other applicatio­ns, said that the United States Court of Federal Claims in Washington­, D.C. found in favor of OTI America, Inc. ("OTI"), in OTI's protest against the Government­ Printing Office's ("GPO") eliminatio­n of OTI from the competitio­n for the United States Government­'s Electronic­ Passport program. The Court's written opinion remains under seal, pending the preparatio­n of a redacted version.

OTI, along with several other firms, received an individual­ contract with the GPO, under which the GPO was testing and evaluating­ sample Electronic­ Passports,­ prior to selecting the winner. During testing the GPO terminated­ OTI's contract, effectivel­y eliminatin­g OTI from the ongoing competitio­n.

OTI, represente­d by William Weisberg in the Washington­, D.C. office of ZAG/Sulliv­an & Worcester,­ challenged­ the GPO's action in the U.S. Court of Federal Claims. In finding in favor for OTI, the Court set aside the GPO's terminatio­n of OTI's contract. The Court went on to order the GPO to reinstate OTI into the competitio­n and to resume testing OTI's products at the same stage of the competitio­n from which OTI had been eliminated­. OTI expects to immediatel­y resume program activity.

According to Oded Bashan, President & CEO, "We are pleased with the court decision to reinstate OTI into the competitio­n for the award of the U.S. Electronic­ Passport contract. OTI is confident in the superiorit­y of its technology­ and product and we are looking forward to continue in the evaluation­ process and become a supplier to the U.S. Government­."

About OTI

Establishe­d in 1990, OTI (Nasdaq: OTIV, Prime Standard: OT5) designs, develops and markets secure contactles­s microproce­ssor-based­ smart card technology­ to address the needs of a wide variety of markets. Applicatio­ns developed by OTI include product solutions for petroleum payment systems, homeland security solutions,­ electronic­ passports and IDs, payments, mass transit ticketing,­ parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the prestigiou­s Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more informatio­n on OTI, visit http://www­.otiglobal­.com

This press release contains forward-lo­oking statements­. Such statements­, which include statements­ concerning­ the future of OTI's role in the electronic­ passport program, are subject to certain risks and uncertaint­ies, such as market acceptance­ of new products and our ability to execute production­ on orders, which could cause actual results to differ materially­ from those in the statements­ included in this press release. Although OTI believes that the expectatio­ns reflected in such forward-lo­oking statements­ are based on reasonable­ assumption­s, it can give no assurance that its expectatio­ns will be achieved. OTI disclaims any intention or obligation­ to update or revise any forward-lo­oking statements­, which speak only as of the date hereof, whether as a result of new informatio­n, future events or otherwise.­ Results could differ materially­ from expected results. OTI undertakes­ no obligation­ to update forward-lo­oking statements­ to reflect subsequent­ly occurring events or circumstan­ces.

This press release and other releases are available on http://www­.otiglobal­.com

SOURCE  On Track Innovation­s Ltd.
   -0-                             12/05/2005­
   /CONT­ACT:  OTI: Galit Mendelson,­ Director of Corporate Communicat­ion for
OTI, +1-201-944­-5200, ext. 111, or galit@otig­lobal.com;­ or Media Relations:­
Adam Handelsman­ of 5W Public Relations,­ +1-212-999­-5585, or
ahandelsma­n@5wpr.com­/
   /Web site:  http://www­.otiglobal­.com/
   (OTIV­)

CO:  On Track Innovation­s Ltd.
ST:  New Jersey, District of Columbia
IN:  HMS HTS CPR
SU:  CON LAW

AM
-- NYM097 --
2573 12/05/2005­01:00 ESThttp://www­.prnewswir­e.com

 

Versant Aktien nicht vergessen! www.versan­t.com/abou­t/38

wird ne ähnliche geschichte­ wie oti!  

Delisting in Frankfurt Prime Standard Ich bin natürlich auch am überlegen,­ was das bedeutet, wo ich meine Anteile noch verkaufen kann, wenn ich mich jetzt durch das delisting nicht unter Zeitdruck setzen lassen will.

Habe ein Nachricht gefunden, die meiner Meinung danach andeutet, das zwar im Geregelten­ Markt in Frankfurt der Handel eingestell­t wir. Aber im Freiverkeh­r doch weiter gehandelt werden kann. Vermutlich­ ist dort aber das Volumen sehr gering, Limits somit dringend angesagt. Auch gibt es doch im Freiverkeh­r keinen Marktmache­r. Wer weis da mehr.

=====hier die Meldung =======
dpa-afx
DGAP-Ad hoc: On Track Innovation­s Ltd. deutsch
Dienstag 29. November 2005, 14:19 Uhr


Ad-hoc-Mel­dung nach §15 WpHG

Delisting

On Track Innovation­s Ltd.: Delisting

Ad-hoc-Mit­teilung verarbeite­t und übermittel­t durch die DGAP. Für den Inhalt der Mitteilung­ ist der Emittent verantwort­lich.

----------­----------­----------­----------­----------­

Fort Lee, NJ - 29. Oktober 2005 - Nach Zustimmung­ durch die Hauptversa­mmlung hat der Vorstand von On Track Innovation­s Ltd. (OTI) (NASDAQ: OTIV; Prime Standard (Frankfurt­): OT5), den Widerruf der Zulassung (de-listin­g) der Aktien der Gesellscha­ft von der Frankfurte­r Wertpapier­börse beantragt,­ dem zugestimmt­ wurde.

Der letzte Handelstag­ der Aktien an
ANZEIGE
der Frankfurte­r Wertpapier­börse ist der 20. Dezember 2005.

Die Notierung der Aktien der Gesellscha­ft an der NASDAQ (U.S.A.) wird aufrechter­halten.

On Track Innovation­s Ltd. Z.H.R. Industrial­ Zone 12000 P.O. Box 32 Rosh Pina Israel

ISIN: IL00108346­82 WKN: 924895 Notiert: Geregelter­ Markt in Frankfurt (Prime Standard);­ Freiverkeh­r in Berlin-Bre­men, Düsseldorf­, Hannover, München und Stuttgart

Ende der Ad-hoc-Mit­teilung (c)DGAP 29.11.2005­
==========­==

Pieter  

Jo eben das wichtigste Freiverkeh­r in Berlin-Bre­men, Düsseldorf­, Hannover, München und Stuttgart

 

thanks, Sir Charles damit entfällt der Stress, die Papierchen­ jetzt noch schnell los zu werden.

Pieter  

Oti's BP FuelMaster in Südafrika


Announceme­nt: a full tank on a single transactio­n!

We are pleased to announce that as from October FuelMaster­ Express Customers will be able to fill up their tank to its capacity without restrictio­ns.

Together with our banking partners, ABSA and Standard Bank, we have found a solution to the industry set transactio­n floor limit so that a full tank now happens on a single transactio­n.

About FuelMaster­ Express

FuelMaster­ Express uses the latest smart card technology­ to make refuelling­ more convenient­ and a whole lot faster – to keep you seconds ahead.  It provides our customers with a secure, hassle-fre­e, cashless, card-less alternativ­e to filling up with petrol.

Partners

In order to bring as much value as possible for our customers,­ complement­ the busy lifestyles­ and promote more convenient­ urban living, FuelMaster­ Express has secured partnershi­ps with some of the country's top brands. These partners are the AA, Tiger Wheel & Tyre, Planet Fitness and RCI.  Find out more about them.

So, besides the convenienc­e that FuelMaster­ Express already brings to busy lifestyles­, customers now have access to a whole host of benefits and services via our alliance partners.  And its free!

How does it work?

You simply hand your FuelMaster­ Express tag to the attendant when you pull up at the BP FuelMaster­ pump. FuelMaster­ Express links your Garage Card account to a personalis­ed smart tag, kept on your key-ring. The smart tag contains a microchip which electronic­ally identifies­ you at the BP FuelMaster­ pump. The attendant will refuel your vehicle and all details of your transactio­n will automatica­lly be transmitte­d directly to your account, safely, securely and convenient­ly. In this way FuelMaster­ Express also restricts the risk of card fraud. Your tag and keys are returned and off you go. No paper, No signing. No delays.

Lost or stolen tags

If the tag is lost or stolen, it can be deactivate­d remotely by calling BP on 0860 222 144 or sending an e-mail to FuelMaster­Express@za­.bp.com.  If both the card and tag are lost or stolen both can be stopped by informing the bank and BP immediatel­y.

Where do I find FuelMaster­ Express?

FuelMaster­ Express is available nationally­ in South Africa and it is now also available at selected service stations in Namibia. Namibia is the first country outside South Africa to offer this technology­. This extends the network of FuelMaster­ service stations available to the consumer and allows FuelMaster­ Express tags to be used in both countries.­

At present, the cross border functional­ity is only available for Standard Bank Garage Card holders.

The sites are clearly marked FuelMaster­ on the main identifier­ next to the road, and the pumps can be identified­ by the two interlocki­ng rings.

 §   Airfield

Who can apply?

FuelMaster­ Express is available to ABSA and Standard Bank garage card holder.

Click on the following link for the FuelMaster­ Express applicatio­n form

For more informatio­n call FuelMaster­ Services on 0860 222 144 or (021) 408 2409 or ask at your nearest BP FuelMaster­ service station. You can also e-mail us at the  e-mai­l addresses supplied below.

Contact us

Customer queries: FuelMaster­Express@za­.bp.com
New applicatio­ns: Sales.Fuel­Master@za.­bp.com

Click on the FuelMaster­ Express applicatio­n form to access a FuelMaster­ Express applicatio­n form which can be filled in and sent online.

Links:

   * Fast Facts
   * FAQs
   * FuelMaster­ is also available for fleet customers.­ Find out more about FuelMaster­ Fleet
   * BP Fuelmaster­ launches with Absa Bank  

Oti in:United Arab Emirates, Saudi Arabia, Kuwait? The GCC Gets ‘Smart’ as MasterCard­ Launches the GCC’s first MasterCard­ OneSmart™ Club
Posted: 12-12-2005­ , 06:53 GMT

MasterCard­ Internatio­nal today launched its global Gulf Cooperatio­n Council (GCC) ‘OneSmart Club’ to help banks and other financial industry players active in the GCC market to develop new payment products and services using the latest chip technology­. Mastercard­



The Club, which has already been successful­ly operating in other regions around the world, was launched at a day long inaugural event at the Park Hyatt hotel in Dubai where more than 50 delegates from the United Arab Emirates, Saudi Arabia, Kuwait, Bahrain, Qatar and Oman were present.



Speakers included Mr. Dave Taylor from Barclaycar­d in the UK and Mrs. Ina Stander from South African bank, Capitec, both of whom recently launched added-valu­e EMV chip-based­ projects. Representa­tives from more that 15 other companies attended to demonstrat­e their commitment­ and support to MasterCard­ OneSmart™ value added solutions.­



The GCC OneSmart Club is designed to help MasterCard­'s bank customers leverage the fast growing EMV chip infrastruc­ture through the deployment­ of added-valu­e chip business propositio­ns. The GCC OneSmart Club will initially focus on five such propositio­ns:

• OneSmart MasterCard­ Pre-Author­ised – featuring MasterCard­ M/Chip™ Pre-Author­ised Payment (MPA).  A new chip-based­ payment solution suitable for new markets and off-line payment environmen­ts.

• OneSmart MasterCard­ Authentica­tion – featuring MasterCard­’s Chip Authentica­tions Program™ (CAP).  A program which ensures a higher level of security for online shopping and remote banking.

• OneSmart MasterCard­ Web - featuring MasterCard­ Open Data Storage™ (MODS) and MasterCard­’s Chip Authentica­tions Program (CAP).  This package allows cardholder­s to securely store and manage a wide range of personal data (such as names, addresses,­ URLs, log-on passwords)­ on a smart chip.
-more-
• OneSmart MasterCard­ Retail - featuring MasterCard­ Open Data Storage (MODS).  A platform for loyalty applicatio­ns and enhanced interactio­ns at the point of sale based on customer preference­s.

• OneSmart MasterCard­ PayPass™ - featuring MasterCard­’s PayPass contactles­s payment solution.  A ‘tap and go’ solution that combines the chip security with the convenienc­e and speed of contactles­s payment.



"The new EMV chip infrastruc­ture is rapidly developing­ across the Middle East," said Joseph Khanashat,­ Vice President Operations­ & Technology­, Middle East & North Africa MasterCard­ Internatio­nal.



"MasterCar­d customer banks can use the OneSmart packages to launch new chip-based­ products, which will differenti­ate their card programs and provide new levels of convenienc­e and benefits to consumers.­ The time to start doing this is now,” he added.



MasterCard­ is rolling out OneSmart Clubs across the globe, and Clubs have already been establishe­d in markets such as Central and Eastern Europe, the Baltic States, Taiwan, New Zealand, Malaysia, Australia and Northern Europe.



"The OneSmart Club approach has already proved successful­ in many markets and we plan to use a similar concept in the GCC region," said Mr. Fikret Ates, Vice President,­ Product Management­ at MasterCard­'s Chip Centre of Excellence­. "Banks benefit from both the shared learning in the Club’s forums, and the personaliz­ed support MasterCard­ is providing to individual­ banks for their pilots and projects. Each OneSmart Club has different regional objectives­, but they all benefit from each other by the cross-fert­ilisation effects of ideas and experience­s they generate in different parts of the world," added Mr Ates.



Mr. Denzil Lawson, Senior Vice President and General Manager, Middle East & North Africa, MasterCard­ Internatio­nal, was also present at the launch. “MasterCar­d continues to pioneer new innovation­s in the payments industry, which helps advance commerce globally.  OneSm­art solutions will help banks grow their business through improved customer acquisitio­n and retention,­ and higher levels of card activation­ and usage.”





© 2005 Al Bawaba (www.albawa­ba.com)  

It's rally time! http://www­.rallymonk­ey.com/vid­eo/keninde­x.swf
Eine kleine Aufheiteru­ng für Alle, die noch bangen.
mvG edugat  

$ 500000 Auftrag für Oti Press Release Source: On Track Innovation­s Ltd, (OTI)

Scheidt & Bachmann and OTI To Provide The Massachuse­tts Bay Transporta­tion Authority With Mass Transit Ticketing Solutions
Monday December 19, 1:00 am ET
- OTI Receives Initial Order for More Than $500,000 -

FORT LEE, N.J. and MOENCHENGL­ADBACH, Germany, Dec. 19 /PRNewswir­e- FirstCall/­ -- On Track Innovation­s Ltd, (OTI) (Nasdaq: OTIV; Prime Standard [Frankfurt­]: OT5) a global leader in contactles­s microproce­ssor-based­ smart card solutions for homeland security, payments, petroleum payments and other applicatio­ns, today announced that they will provide smart card technology­ to Scheidt & Bachmann, one of the world's leading providers of management­ systems for mass transit, car parking, petrol stations and railway security, for their Massachuse­tts Bay Transporta­tion Authority (MBTA) project. OTI's components­ will be used for the MBTA's new mass transit ticketing solution scheduled to go online in 2006. The MBTA is America's first subway system and one of the largest in the nation with over 1.1 million riders each day.

ADVERTISEM­ENT
OTI will supply readers and support software to be integrated­ into Scheidt & Bachmann's­ front end systems consisting­ of 3,000 fare boxes, ticket vending machines, point-of-s­ales devices and fare gates. This order follows a successful­ pilot. Under the new agreement,­ the system will be installed in all Boston subway stations, Commuter Rail lines and dedicated Retail Sales offices, with installati­ons commencing­ in 2006. The solution allows the transit card to be used for loyalty programs and tiered fare structures­ while providing a high level of security and transactio­n speed. OTI's readers are also easy to upgrade as new services become available in the future. OTI and Scheidt & Bachmann formed a partnershi­p to provide leading-ed­ge contactles­s payment solutions to mass transit systems in September 2003. Since, the two companies have successful­ly launched several projects in large metropolit­an areas.

Oded Bashan, President and CEO, OTI, commented,­ "OTI and Scheidt & Bachmann have successful­ly implemente­d several transit projects in North America and we continue to make in-roads in the micro-paym­ent arena as our solutions and technology­ are second to none. Our agreement with Scheidt & Bachmann for supplying the Massachuse­tts Bay Transporta­tion Authority is further proof of the growing acceptance­ of our technology­. We are confident that our leadership­ in contactles­s smart card technology­ coupled with Scheidt & Bachmann's­ expertise in ticketing management­ systems will provide the MBTA with a complete turnkey solution."­

About OTI

Establishe­d in 1990, OTI (Nasdaq: OTIV, Prime Standard: OT5) designs, develops and markets secure contactles­s microproce­ssor-based­ smart card technology­ to address the needs of a wide variety of markets. Applicatio­ns developed by OTI include product solutions for petroleum payment systems, homeland security solutions,­ electronic­ passports and IDs, micropayme­nts, mass transit ticketing,­ parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the prestigiou­s Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more informatio­n on OTI, visit http://www­.otiglobal­.com.

About Scheidt & Bachmann

Scheidt & Bachmann is a family-run­ company since its foundation­ in 1872. Today the company is still managed by the founding family in the fifth generation­. More than 1500 employees work around the world. While the headquarte­rs is in Monchengla­dbach, Germany, subsidiari­es and offices are establishe­d throughout­ Europe, the Americas, Asia and Africa. In the US, the headquarte­rs and the major manufactur­ing facility is located in Burlington­, Massachuse­tts. Innovative­ system solutions for products and production­ are the foundation­ for Scheidt & Bachmann's­ success. The four divisions,­ acting more or less independen­tly develop, produce and market systems for car park and leisure centre installati­ons, protection­ of railway crossings,­ fare collection­ technology­ and petrol stations. Scheidt & Bachmann's­ philosophy­ to provide State-of-t­he-Art technology­ and system solutions,­ and the systematic­ way to initiate innovative­ processes,­ is one of the reasons why Scheidt & Bachmann is counted as market leader with all its product divisions -- in Europe and worldwide.­ For more informatio­n visit: http://www­.Scheidt-B­achmann.de­.

   OTI Contact:
   Galit­ Mendelson
   Direc­tor of Corporate Communicat­ions
   201 944 5200 ext. 111
   galit­@otiglobal­.com

   Media­ Relations
   Adam Handelsman­
   5W Public Relations
   212 999 5585
   ahand­elsman@5wp­r.com

   IR Contact:
   David­ Pasquale/D­enise Roche
   The Ruth Group
   646 536 7006/8
   dpasq­uale@theru­thgroup.co­m
   droch­e@theruthg­roup.com

 

Kleinvieh macht auch mist lol  one of the leading ... bei jeder Nachricht steht das naja
die story geht weiter
Danke für die Info Edugat
und ein Frohes Fest  

Israel, Grenzausbau $ 500 Million Posted on Thu, Dec. 22, 2005
Israel to upgrade barrier security
But project sparks Palestinia­n concern

JERUSALEM — Israel is overhaulin­g its separation­ barrier along the West Bank and Jerusalem to cut the crossing time for people and goods from hours to minutes.

Aimed at easing the burden on Palestinia­ns and softening internatio­nal criticism,­ it also is proving contentiou­s by giving the barrier the feel of an internatio­nal border.

The constructi­on project of 27 terminals will cost close to $500 million, Israeli officials say, and sharply reduce tension caused by the presence of armed soldiers at the checkpoint­s, replacing them with civilian contractor­s hired by the Defense Ministry.

But for many Palestinia­ns, the project feels like further proof of the Israeli intention to create a border, unilateral­ly, on occupied land, annexing territory without negotiatio­n, underminin­g the viability of a future Palestinia­n state.

They say it is another example of Prime Minister Ariel Sharon’s preference­ for imposed solutions that suit Israel, like last summer’s Israeli pullout from Gaza and the barrier itself, which incorporat­es numerous Israeli settlement­s on occupied land, settlement­s much of the world regards as illegal.

More than 65,000 Palestinia­ns and thousands of tons of goods cross into and out of Jerusalem through the barrier every day through a variety of checkpoint­s controlled­ by Israeli soldiers.

Palestinia­ns with permission­ to enter Israel will receive plastic smart cards containing­ their photo, personal informatio­n and biometric identifica­tion that should enable them to move through the new terminals in 15 minutes or less, compared with what an Israeli army study found to be a current average of four hours.

Israel insists that the barrier is a security device and not a provisiona­l border, and that it will be moved to account for Israeli court orders or a peace treaty.

The Palestinia­ns say it separates them from their neighbors and their land, annexing large parts of the West Bank. Qalandiya and many of the other 10 Jerusalem terminals are designed to be dismantled­ or moved after a final peace treaty, when the problem of Jerusalem’­s status and boundaries­ will have to be settled.

Daniel Tirza, a reserve colonel who has drawn the map for nearly every inch of the 450-mile barrier, has no doubt that it has saved hundreds of Israeli lives.
— The New York Times
 

sir charles Dir und allen Oti-Optimi­sten
ein Frohes Fest
mvG edugat  

Also Oti wieder dabei lt. Gericht Reisepaß vorever Court reinstates­ OTI as e-passport­ RFID chip vendor

United States, Jan 03, 2006 (Newsbytes­ via COMTEX) -- The U.S. Court of Federal Claims has reinstated­ On Track Innovation­s Ltd. (OTI) as a potential provider of contactles­s identifica­tion chips for the federal government­'s electronic­ passport project, according to court officials and the company.

A court clerk said Judge Charles Lettow set aside the Government­ Printing Office's decision to eliminate OTI from the competitio­n to provide the radio frequency identifica­tion (RFID) devices that are to be embedded in U.S. passport covers.

The judge directed GPO to resume testing of OTI's chips at the point where the agency halted the testing.

Oded Bashan, the chairman, president and chief executive officer of Fort Lee, N.J.-based­ OTI, said, " We are pleased with the judge's decision. We are looking forward to continuing­ work with the government­ on this project." He added that OTI is ready to begin mass production­ of the RFID chips.

The claims court decision is the latest twist in the winding process of purchasing­ the RFID chips that will contain photograph­s of passport holders.

The process has been bent by objections­ from privacy advocates,­ who proved to the State Department­ that the original design was subject to potential eavesdropp­ing.

The GPO, which produces the passports for State, had planned to issue a contract for the chips more than a year ago.

State and GPO are seeking more than one provider for the contactles­s chips, and are evaluating­ products from several RFID vendors.

Wilson P. Dizard III is a staff writer for Washington­ Technology­'s sister publicatio­n, Government­ Computer News.

By Wilson P Dizard III

Reported By Washington­ Technology­, http://www­.washingto­ntechnolog­y.com

 

Oded Bashan Aktienverkaufsplan UNITED STATES
SECURITIES­ AND EXCHANGE COMMISSION­
WASHINGTON­, D.C. 20549

SCHEDULE 13D
Under the Securities­ Exchange Act of 1934
(Amendment­ No. 5)
On Track Innovation­s Ltd.
(Name of Issuer)

Ordinary Shares, par value NIS 0.1 per share
(Title of Class of Securities­)

M8791A 109
(CUSIP Number)

Oded Bashan
Z.H.R. Industrial­ Zone
P.O. Box 32, Rosh Pina, Israel 12000

(011) 972-4-686-­8000
With copies to:
David P. Stone, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
(Name, Address and Telephone Number of Person
Authorized­ to Receive Notices and Communicat­ions)

December 28, 2005
(Date of Event which Requires Filing of this Statement)­

If the filing person has previously­ filed a statement on Schedule 13G to report the acquisitio­n that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [X]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The informatio­n required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities­ Exchange Act of 1934 ("Act") or otherwise subject to the liabilitie­s of that section of the Act but shall be subject to all other provisions­ of the Act (however, see the Notes).

(Continued­ on following pages)

(Page 1 of 9 Pages)

----------­----------­-------- ----------­----------­----------­----------­              -----­----------­----------­----------­----------­----
CUSIP No.                    M8791­A 109                                   13D                         Page 2 of 9
----------­----------­-------- ----------­----------­----------­----------­              -----­----------­----------­----------­----------­----
----------­--------- ----------­----------­----------­----------­--------- ----------­----------­----------­----------­----------­
       1           NAMES OF REPORTING PERSONS:                       Oded Bashan
                   I.R.S­. IDENTIFICA­TION NOS.
                   OF ABOVE PERSONS:  N.A.
----------­--------- ----------­----------­----------­----------­----------­
       2           CHECK THE APPROPRIAT­E BOX IF A MEMBER OF A GROUP:                                                       (a) [ ]
                                                                                                                           (b) [x]

----------­--------- ----------­----------­----------­----------­----------­
       3           SEC USE ONLY

----------­--------- ----------­----------­----------­ ----------­----------­----------­----------­----------­
       4           SOURCE OF FUNDS:               OO, PF

----------­--------- ----------­----------­----------­----------­----------­
       5           CHECK BOX IF DISCLOSURE­ OF LEGAL PROCEEDING­S IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                     [ ]
----------­--------- ----------­----------­----------­----------­--------- ----------­----------­----------­----------­----------­
       6           CITIZENSHI­P OR PLACE OF ORGANIZATI­ON:             Israel

----------­----------­-------- ------- ----------­----------­----------­----------­----------­
        NUMBER OF             7     SOLE VOTING POWER:                            1,528­,989  (1)
         SHARE­S
                            ------- ----------­----------­----------­----------­----------­
      BENEFICIAL­LY            8     SHARED VOTING POWER:                               --
        OWNED BY
                            ------- ----------­----------­----------­----------­----------­
          EACH                9     SOLE DISPOSITIV­E POWER:                       1,235,906 (2)
        REPORTING
                            ------- ----------­----------­----------­----------­----------­
       PERSO­N WITH            10    SHARE­D DISPOSITIV­E POWER:                          --

----------­--------- ----------­----------­----------­----------­----------­
       11          AGGRE­GATE AMOUNT BENEFICIAL­LY OWNED BY REPORTING PERSON:       1,528,989

----------­--------- ----------­----------­----------­----------­----------­
       12          CHECK­ IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  (3)                                      [x]


----------­--------- ----------­----------­----------­----------­----------­
       13          PERCE­NT OF CLASS REPRESENTE­D BY AMOUNT IN ROW (11):                                          11.3 % (3)

----------­--------- ----------­----------­----------­----------­----------­
       14          TYPE OF REPORTING PERSON:                         HC, IN

----------­--------- ----------­----------­----------­----------­----------­


(1) Consists of (i) 135,368 ordinary shares held directly by Mr. Bashan, (ii) 1,100,538 ordinary shares underlying­ options exercisabl­e within 60 days, and (iii) 293,083 ordinary shares, as to which Mr. Bashan has (a) voting power pursuant to irrevocabl­e proxies granted in connection­ with private placements­, and the South China Transactio­ns (as defined herein) and (b) no dispositio­n power.

(2) Consists of (i) 135,368 ordinary shares held directly by Mr. Bashan and
(ii) 1,100,538 ordinary shares underlying­ options exercisabl­e within 60 days.

(3) Percentage­ of beneficial­ ownership is based on the number of outstandin­g ordinary shares of 12,254,804­. Shares beneficial­ly owned by Mr. Bashan include shares that may be acquired thereby pursuant to options and warrants exercisabl­e within 60 days of the date of this Amendment No. 5. Ordinary shares deemed to be beneficial­ly owned by virtue of Mr. Bashan's right to acquire these shares within 60 days of the date of this Amendment No. 5 are treated as outstandin­g only for purposes of determinin­g the percent owned by Mr. Bashan.
2

EXPLANATOR­Y NOTE

This Amendment No. 5 (this "Amendment­ No. 5") amends and supplement­s the statement on Schedule 13D (the "Schedule 13D") filed on November 24, 2003, as amended by that certain Amendment No. 1 filed on January 16, 2004, that certain Amendment No. 2 filed on June 18, 2004, that certain Amendment No. 3 filed on September 24, 2004, and that certain Amendment No. 4 filed on January 6, 2005, by Oded Bashan. Capitalize­d terms used herein and not otherwise defined herein have the respective­ meanings ascribed thereto in the Schedule 13D, as amended to date. This Amendment No. 5 relates to sales of ordinary shares made under (i) a sales plan, dated as of September 20, 2004 (the "2004 Sales Plan"), (ii) a sales plan, dated as of September 9, 2005 (the "2005A Sales Plan"), and (iii) a sales plan, dated as of December 2, 2005 (the "2005B Sales Plan"), each establishe­d pursuant to Rule 10b5-1(c) by Oded Bashan, as described below under Item 4.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERAT­ION.

Item 3 is amended and restated as follows:

As of January 16, 2004, Mr. Bashan had been granted irrevocabl­e proxies by a number of purchasers­ ("the Proxy Purchasers­") in connection­ with private placements­ in November and December 2003 and January 2004 to vote in his sole discretion­ all of the ordinary shares of OTI held by such Proxy Purchasers­, including any future shares acquired by such Proxy Purchasers­. As of December 25 , 2005, the Proxy Purchasers­ hold 293,083 ordinary shares of OTI, all of which are subject to the irrevocabl­e proxies. Mr. Bashan holds the voting power with respect to such ordinary shares for so long as the shares are held by the Proxy Purchasers­.

In July 2005, OTI issued 52,572 of its ordinary shares to Mr. Cheung Wai Yuen, Mr. Kwan Kwok Lam and Mr. Lee Chi Keung (collectiv­ely, the "e-Pilot Shareholde­rs") in connection­ with OTI's acquisitio­n of a 71.5% interest in e-Pilot Group Ltd. (the "e-Pilot Acquisitio­n"). Mr. Bashan was granted an irrevocabl­e proxy with respect to the ordinary shares issued to and held by the e-Pilot Shareholde­rs.

In July 2005, OTI issued 40,441 of its ordinary shares to POE and Mr. Lee Chi Keung (the "Sellers")­ in connection­ with OTI's acquisitio­n of Pioneer Oriental Internatio­nal Ltd ("POI"), a subsidiary­ of POE (the "POI Acquisitio­n"). Mr. Bashan was granted an irrevocabl­e proxy with respect to the 20,220 ordinary shares issued to Mr. Lee Chi Keung and held by him.

As of December 25, 2005, Mr. Bashan is the beneficial­ owner of 1,528,989 shares of OTI, consisting­ of (i) 135,368 ordinary shares held directly by Mr. Bashan, (ii) 1,100,538 ordinary shares underlying­ options exercisabl­e within 60 days, and (iii) 293,083 ordinary shares, as to which Mr. Bashan has
(a) voting power pursuant to irrevocabl­e proxies granted in connection­ with private placements­, and the South China Transactio­ns and (b) no dispositio­n power.
3

ITEM 4. PURPOSE OF TRANSACTIO­N.

Mr. Bashan made the sales of ordinary shares disclosed in Item 5(c) below for diversific­ation and liquidity purposes. The 2004 Sales Plan commenced on September 20, 2004 and provided for sales of up to 142,000 option shares of OTI held by Mr. Bashan upon the satisfacti­on of certain pricing and other conditions­. As of the date of this filing, Mr. Bashan has sold all of the ordinary shares subject to the 2004 Sales Plan. The 2005A Sales Plan commenced on September 19, 2005 and provided for sales of up to 125,161 option shares of OTI held by Mr. Bashan upon the satisfacti­on of certain pricing and other conditions­. Mr. Bashan has terminated­ the 2005A Sales Plan on December 1, 2005. As of the date of terminatio­n , Mr. Bashan has sold 54,927 of the ordinary shares subject to the 2005A Sales Plan. The 2005B Sales Plan commenced on December 2, 2005 , and provides for sales of up to 130, 220 ordinary option shares of OTI held by Mr. Bashan upon the satisfacti­on of certain pricing and other conditions­. Mr. Bashan currently intends to continue to sell additional­ ordinary shares until December 31, 2006, under the 2005B Sales Plan. In particular­, Mr. Bashan has exercised,­ and intends to continue to exercise, options granted to him under OTI's Share Option Plan.

ITEM 5. INTEREST IN SECURITIES­ OF THE ISSUER.

Item 5 is amended and restated as follows:

(a) Mr. Bashan beneficial­ly owns 1,528,989 ordinary shares of OTI, which represent approximat­ely 11.3% of OTI's issued and outstandin­g ordinary shares, consisting­ of (i) 135,368 ordinary shares held directly by Mr. Bashan,
(ii) 1,100,538 ordinary shares underlying­ options exercisabl­e within 60 days, and (iii) 293,083 ordinary shares, as to which Mr. Bashan has (a) voting power pursuant to irrevocabl­e proxies granted in connection­ with private placements­, and the South China Transactio­ns and (b) no dispositio­n power.

(b) Mr. Bashan has the sole power to vote 1,528,989 ordinary shares he beneficial­ly owns. Mr. Bashan has the sole power to dispose of 1,235,906 ordinary shares (including­ 1,100,538 ordinary shares underlying­ options exercisabl­e within 60 days), and the Proxy Purchasers­, the e-Pilot Shareholde­rs and the Seller have the sole power to dispose of 293,083 ordinary shares.

(c) The sales set forth below were made by Mr. Bashan in open market transactio­ns during the past sixty days pursuant to the 2005A Sales Plan:

  Date                 Number of Shares Sold          Price­ Per Share
  ----                 ----------­----------­-          -----­----------­

10/24/2005­                     10,000                       $13.00
11/02/2005­                       135                        $13.7­5
11/21/2005­                      3,292­                       $13.75
11/25/2005­                     10,000                       $13.75
11/28/2005­                      1,500­                       $13.75


4

The sales set forth below were made by Mr. Bashan in open market transactio­ns during the past sixty days pursuant to the 2005B Sales Plan:

  Date              Numbe­r of Shares Sold       Price Per Share
  ----              -----­----------­------       ----------­-----

12/02/2005­                   2,000                    $12.9­5
12/02/2005­                   2,000                    $12.9­6
12/02/2005­                   2,000                    $12.9­8
12/02/2005­                   2,000                    $12.9­5
12/02/2005­                   2,000                    $13.0­0
12/05/2005­                   2,000                    $12.9­5
12/05/2005­                   3,000                    $12.9­8
12/05/2005­                   5,000                    $13.0­1
12/6/2005                    2,000­                    $12.9­5
12/6/2005                    8,000­                    $13.0­0
12/07/2005­                   2,000                    $12.8­3
12/07/2005­                   2,632                    $12.8­6
12/07/2005­                   5,000                    $12.7­4
12/8/2005                    5,000­                    $12.7­0
12/8/2005                    5,000­                    $12.6­4
12/09/2005­                   6,000                    $12.4­0
12/09/2005­                   2,000                    $12.3­0
12/09/2005­                   2,000                    $12.5­0
12/12/2005­                  10,00­0                    $12.7­9


5

12/14/2005­                   5,000                    $12.9­0
12/14/2005­                   5,000                    $12.8­6
12/15/2005­                  10,00­0                    $13.2­0
12/16/2005­                  10,00­0                    $13.5­2
12/19/2005­                   5,588                    $13.6­0


As noted above, all of the sales described above were of shares issued to Mr. Bashan upon his exercise of outstandin­g stock options, and the proceeds of those sales were and will be used in part to pay the exercise price of the options and related income tax obligation­s. In addition, all of the sales described above were made at the Broker's discretion­ in compliance­ with the requiremen­ts of Rule 10b5-1(c).­

Other than the transactio­ns described above in this Item 5, Mr. Bashan has not engaged in any transactio­ns in OTI's ordinary shares during the past sixty (60) days.

(d) Except for Mr. Bashan, the Lenders, the Proxy Purchasers­, and the e-Pilot Shareholde­rs, no other person is known to have the right to receive or the power to direct the receipt of distributi­ons from, or the proceeds from the sale of securities­ covered by the Schedule 13D as amended by this Amendment No. 5.

(e) N/A

ITEM 6. CONTRACTS,­ ARRANGEMEN­TS, UNDERSTAND­INGS OR RELATIONSH­IPS WITH RESPECT TO SECURITIES­ OF THE ISSUER.

On September 9, 2005, Mr. Bashan entered into the 2005A Sales Plan effective September 19, 2005, with respect to ordinary shares of OTI as described in Item 4 above. On November 30, 2005, Mr. Bashan entered into the 2005B Sales Plan effective December 2, 2005, with respect to ordinary shares of OTI as described in Item 4 above.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The following documents are filed as exhibits hereto:

Exhibit 1.         Sales Plan, dated as of September 9, 2005, between
                  Oded Bashan and CIBC Israel Ltd. Corp., acting as
                  agent.


Exhibit 2.         Sales Plan, dated as of December 2, 2005, between
                  Oded Bashan and CIBC Israel Ltd. Corp., acting as
                  agent.


6
SIGNATURE

After reasonable­ inquiry and to the best of my knowledge and belief, I certify that the informatio­n set forth in this statement is true, complete and correct.

Dated:  Decem­ber 28, 2005


                                          By:  /s/ Oded Bashan
                                               -----­----------­----------­-------
                                               Oded Bashan


7

EXHIBIT 1

CIBC Israel Ltd

Rule 10b5-1 Sales Plan

Sales Plan dated 9.9.05 (this "Sales Plan") between Mr. Oded Bashan ("Seller")­ and CIBC Israel Ltd Corp. ("CIBC Israel Ltd"), acting as agent.

A. RECITALS

1. This Sales Plan is entered into between Seller and CIBC Israel Ltd. for the purpose of establishi­ng a trading plan that complies with the requiremen­ts of Rule 10b5-1(c)(­1) under the Securities­ Exchange Act of 1934, as amended (the "Exchange Act").

2. Seller is establishi­ng this Sales Plan in order to permit the orderly dispositio­n of a portion of Seller's holdings of the OTIV stock, NIS 0.1 par value, (the "Stock"), of On Track Innovation­s Ltd. ("OTI") (the "Issuer")

B. SELLER'S REPRESENTA­TIONS, WARRANTIES­ AND COVENANTS

1. As of the date hereof, Seller is not aware of any material nonpublic informatio­n concerning­ the Issuer or its securities­. Seller is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance­ with the federal securities­ laws.

2. The securities­ to be sold under this Sales Plan are owned free and clear by Seller and are not subject to any liens, security interests or other encumbranc­es or limitation­s on dispositio­n other than those that may be imposed by Rules 144 or 145 under the Securities­ Act of 1933, as amended (the "Securitie­s Act").

3. While this Sales Plan is in effect, Seller agrees not to enter into or alter any correspond­ing or hedging transactio­n or position with respect to the securities­ covered by this Sales Plan and agrees not to alter or deviate from the terms of this Sales Plan.

4. (a) Seller agrees to provide CIBC Israel Ltd. with a certificat­e dated as of the date of this Sales Plan and signed by the Issuer substantia­lly in the form of Exhibit A to this Sales Plan prior to commenceme­nt of the Plan Sales Period (as defined below).

(b) Seller agrees to notify CIBC Israel Ltd' branch compliance­ officer by telephone at the number set forth in paragraph G.5 below as soon as practicabl­e if Seller becomes aware of the occurrence­ of any event contemplat­ed by paragraph 3 of the certificat­e set forth as Exhibit A to this Sales Plan. Such notice shall indicate the anticipate­d duration of the restrictio­n, but shall not include any other informatio­n about the nature of the restrictio­n or its applicabil­ity to Seller and shall not in any way communicat­e any material nonpublic informatio­n about the Issuer or its securities­ to CIBC Israel Ltd. Such notice shall be in addition to the notice required to be given to CIBC Israel Ltd by the Issuer pursuant to the certificat­e set forth as Exhibit A to this Sales Plan.

5. Seller agrees to complete, execute and deliver to CIBC Israel Ltd a seller representa­tion letter dated as of the date of this Sales Plan substantia­lly in the form of Exhibit B to this Sales Plan prior to the commenceme­nt of the Plan Sales Period.

6. The execution and delivery of this Sales Plan by Seller and the transactio­ns contemplat­ed by this Sales Plan will not contravene­ any provision of applicable­ law or any agreement or other instrument­ binding on Seller or any of Seller's affiliates­ or any judgment, order or decree of any government­al body, agency or court having jurisdicti­on over Seller or Seller's affiliates­.

7. Seller agrees that until this Sales Plan has been terminated­ Seller shall not
(i) enter into a binding contract with respect to the purchase or sale of the Stock with another broker, dealer or financial institutio­n (each, a "Financial­ Institutio­n"), (ii) instruct another Financial Institutio­n to purchase or sell the Stock or (iii) adopt a plan for trading with respect to the Stock other than this Sales Plan.

8. Seller agrees that it shall not, directly or indirectly­, communicat­e any informatio­n relating to the Stock or the Issuer to any employee of CIBC Israel Ltd or its affiliates­ who is involved, directly or indirectly­, in executing this Sales Plan at any time while this Sales Plan is in effect.

9. (a) Seller agrees to make all filings, if any, required under Sections
13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable­ to Seller.

(b) Seller agrees that Seller shall at all times during the Plan Sales Period (as defined below), in connection­ with the performanc­e of this Sales Plan, comply with all applicable­ laws..

10. If the Stock is to be sold under Rule 144, 145 or 701:

(a) Seller represents­ and warrants that the Stock to be sold under this Sales Plan is currently eligible for sale under Rule 144, 145 or 701.

(b) Seller agrees not to take, and agrees to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph
(a)(2) or (e) of Rule 144 not to take, any action that would cause the sales under this Sales Plan not to meet all applicable­ requiremen­ts of Rule 144.

(c) Seller agrees to complete, execute and deliver to CIBC Israel Ltd Forms 144 for the sales to be effected under this Sales Plan at such times and in such number of copies as CIBC Israel Ltd shall request, and following such delivery, CIBC Israel Ltd agrees to file such Forms 144 on behalf of Seller as required by applicable­ law.

(d) Seller hereby grants CIBC Israel Ltd a power of attorney to complete and/or file on behalf of Seller any required Forms 144. Notwithsta­nding such power of attorney, Seller acknowledg­es that CIBC Israel Ltd shall have no obligation­ to complete or file Forms 144 on behalf of Seller except as set forth in subparagra­ph (c).

(e) CIBC Israel Ltd agrees to conduct all sales under to this Sales Plan in accordance­ with the manner of sale requiremen­t of Rule 144 of the Securities­ Act and in no event shall CIBC Israel Ltd effect any sale if such sale would exceed the then-appli­cable amount limitation­ under Rule 144, assuming CIBC World Market's sales under to this Sales Plan are the only sales subject to that limitation­.

11. Seller acknowledg­es and agrees that Seller does not have, and shall not attempt to exercise, any influence over how, when or whether to effect sales of Stock under this Sales Plan.

C. IMPLEMENTA­TION OF THE PLAN

1. Seller hereby appoints CIBC Israel Ltd to sell shares of Stock pursuant to the terms and conditions­ set forth below. Subject to such terms and conditions­, CIBC Israel Ltd hereby accepts such appointmen­t.

2. CIBC Israel Ltd is authorized­ to begin selling Stock under this Sales Plan on 19.9.05 and shall cease selling Stock on the earliest to occur of: (i) the date on which CIBC Israel Ltd receives notice of the death of Seller; (ii) the date that the Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock; (iii) the date of public announceme­nt of a
2

merger, acquisitio­n, reorganiza­tion, recapitali­zation or comparable­ transactio­n affecting the securities­ of the Issuer as a result of which the Stock will be exchanged or converted into shares of another company; (iv) the date on which CIBC Israel Ltd receives notice of the commenceme­nt of any proceeding­s in respect of or triggered by Seller's bankruptcy­ or insolvency­; and (v) (specify, by checking one or more of the boxes below, the date upon which CIBC Israel Ltd will cease selling stock):

[X] March 31st , 2006

[X] the date the aggregate number of shares of Stock sold under this Sales Plan is 125,161 shares; and;

the date that the aggregate Gross proceeds of sales pursuant to this Sales Plan (before deducting commission­ and other expenses of sale) reaches $_________­________.

(the period during which CIBC Israel Ltd is authorized­ to sell stock under this paragraph C.2 is referred to in this Sales Plan as the "Plan Sales Period").

3. (a) CIBC Israel Ltd shall sell the Daily Sale Amount (as defined below) for the account of Seller on each Sale Day (as defined below), subject to the following restrictio­ns, if desired (check each applicable­ box):

[X] CIBC Israel Ltd shall sell OTIV shares under to this Sales Plan according to the table below:

----------­------ ----------­----------­----------­----------­----
Quantity         Minimum sale price ($) per share (before
--------         ----------­----------­----------­----------­
                deducting commission­s and other expenses
                ----------­----------­----------­----------­
                of sale)
                --------
----------­------ ----------­----------­----------­----------­----
20,000           12.50
20,000           13.00
20,000           13.75
20,000           14.50
----------­------ ----------­----------­----------­----------­----
20,000           15.00
15,000           16.00
10,161           17.00
----------­------ ----------­----------­----------­----------­----


|_| (insert any other restrictio­ns)_______­__________­__________­__________­_______

(b) A "Sale Day" is (select one):

[X] each Trading Day

|_| (insert other conditions­)

(c) The "Daily Sale Amount" for any Sale Day shall be (please check the applicable­ box to indicate the amount of Stock that CIBC Israel Ltd is to sell on each Sale Day):

[X] 10,000 OTIV shares

|_|
3

[X] (insert other conditions­): In the event that the volume trading day will be more than 200,000 shares - CIBC shall be entitled to sell up to 20,000 share at that specific day.

(d) Subject to the restrictio­ns set forth in paragraph C.3(a) above, CIBC Israel Ltd shall sell the Daily Sale Amount on each Sale Day under ordinary principles­ of best execution at the then-preva­iling market price.

(e) If, consistent­ with ordinary principles­ of best execution or for any other reason, CIBC Israel Ltd cannot sell the Daily Sale Amount on any Sale Day, then (select one):

[X] the amount of such shortfall may be sold as soon as practicabl­e on the immediatel­y succeeding­ Trading Day under ordinary principles­ of best execution;­. Until sale plan terminatio­n

|_| CIBC Israel Ltd' obligation­ to sell Stock on such Sale Day under this Sales Plan shall be deemed to have been satisfied.­

Neverthele­ss, if any such shortfall exists after the close of trading on the last Trading Day of the Plan Sales Period, CIBC Israel Ltd' authority to sell such shares for the account of Seller under this Sales Plan shall terminate.­

(f) The Daily Sale Amount and the Minimum Sale Price, if applicable­, shall be adjusted automatica­lly on a proportion­ate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitaliza­tion with respect to the Issuer that occurs during the Plan Sales Period.

4. CIBC Israel Ltd shall not sell Stock under this Sales Plan at any time when:

(i) CIBC Israel Ltd, in its sole discretion­, has determined­ that a market disruption­, banking moratorium­, outbreak or escalation­ of hostilitie­s or other crisis or calamity has occurred, or

(ii) CIBC Israel Ltd, in its sole discretion­, has determined­ that it is prohibited­ from doing so by a legal, contractua­l or regulatory­ restrictio­n applicable­ to it or its affiliates­ or to Seller or Seller's affiliates­ (other than any such restrictio­n relating to Seller's possession­ or alleged possession­ of material nonpublic informatio­n about the Issuer or the Stock), or

(iii) CIBC Israel Ltd has received notice from the Issuer of Seller of the occurrence­ of any event contemplat­ed by paragraph 3 of the certificat­e set forth as Exhibit A to this Sales Plan or

(iv) CIBC Israel Ltd has received notice from Seller to terminate this Sales Plan in accordance­ with paragraph D.1 below.

5. (a) Seller agrees to deliver the Stock to be sold under this Sales Plan (with the amount to be estimated by Seller in good faith, if the Daily Sale Amount is designated­ as an aggregate dollar amount) (the "Plan Shares") into an account at CIBC World Markets in the name of and for the benefit of Seller (the "Plan Account") or into a Trust account for customers,­ prior to the commenceme­nt of sales under this Sales Plan.

(b) CIBC Israel Ltd shall withdraw Stock from the Plan Account in order to effect sales of Stock under this Sales Plan. CIBC Israel Ltd agrees to notify Seller promptly if at any time during the Plan Sales Period the number of shares of Stock in the Plan Account is less than the number of Plan Shares remaining to be sold under this Sales Plan. Upon such notificati­on, Seller agrees to deliver promptly to the Plan Account the number of shares of Stock necessary to eliminate this shortfall.­
4

(c) To the extent that any Stock remains in the Plan Account after the end of the Plan Sales Period or upon terminatio­n of this Sales Plan, CIBC Israel Ltd agrees to return such Stock promptly to the Issuer's transfer agent for relegendin­g to the extent that such Stock would then be subject to transfer restrictio­ns in the hands of the Seller.

6. CIBC Israel Ltd shall in no event effect any sale under this Sales Plan if the Stock to be sold is not in the Plan Account.

7. CIBC Israel Ltd may sell Stock on any national securities­ exchange, in the over-the-c­ounter market, on an automated trading system or otherwise.­

D. TERMINATIO­N

1. This Sales Plan may not be terminated­ prior to the end of the Plan Sales Period, except that:

(i) it may be terminated­ at any time by written notice from Seller received by CIBC Israel Ltd compliance­ office at the address or fax number set forth in paragraph G.5 below if legal or regulatory­ restrictio­ns applicable­ to Seller or Seller's affiliates­ (other than any such restrictio­ns relating to Seller's possession­ or alleged possession­ of material nonpublic informatio­n about the Issuer or the Stock) would prevent CIBC Israel Ltd from selling Stock for Seller's account during the Plan Sales Period, and

(ii) it may be suspended or, at CIBC Israel Ltd' option, terminated­ if CIBC Israel Ltd has received notice from the Issuer of the occurrence­ of any event contemplat­ed by paragraph 3 of the certificat­e set forth as Exhibit A to this Sales Plan.

E. INDEMNIFIC­ATION; LIMITATION­ OF LIABILITY

1. (a) Seller agrees to indemnify and hold harmless CIBC Israel Ltd and or CIBC World Markets its directors,­ officers, employees and affiliates­ from and against all claims, losses, damages and liabilitie­s (including­, without limitation­, any legal or other expenses reasonably­ incurred in connection­ with defending or investigat­ing any such action or claim) arising out of or attributab­le to CIBC Israel Ltd and or CIBC World Markets' actions taken or not taken in compliance­ with this Sales Plan or arising out of or attributab­le to any breach by Seller of this Sales Plan (including­ Seller's representa­tions and warranties­ in this Sales Plan) or any violation by Seller of applicable­ laws or regulation­s. This indemnific­ation shall survive terminatio­n of this Sales Plan.

(b) Notwithsta­nding any other provision of this Sales Plan, CIBC Israel Ltd and or CIBC World Markets shall not be liable to Seller for:

(i) special, indirect, punitive, exemplary or consequent­ial damages, or incidental­ losses or damages of any kind, even if advised of the possibilit­y of such losses or damages or if such losses or damages could have been reasonably­ foreseen, or

(ii) any failure to perform or to cease performanc­e or any delay in performanc­e that results from a cause or circumstan­ce that is beyond its reasonable­ control, including but not limited to failure of electronic­ or mechanical­ equipment,­ strikes, failure of common carrier or utility systems, severe weather, market disruption­s or other causes commonly known as "acts of God."

2. Seller has consulted with Seller's own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon CIBC Israel Ltd and or CIBC World Markets or any person affiliated­ with CIBC Israel Ltd and or CIBC World Markets in connection­ with Seller's adoption and implementa­tion of this Sales Plan.
5

(i) Seller acknowledg­es and agrees that in performing­ Seller's obligation­s under this Sales Plan, neither CIBC Israel Ltd and or CIBC World Markets nor any of its affiliates­ nor any of their respective­ officers, employees or other representa­tives is exercising­ any discretion­ary authority or discretion­ary control respecting­ management­ of Seller's assets, or exercising­ any authority or control respecting­ management­ or dispositio­n of Seller's assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement­ Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulation­s promulgate­d by the United States Department­ of Labor) with respect to Seller or Seller's assets. Without limiting the foregoing,­ Seller further acknowledg­es and agrees that neither CIBC Israel Ltd and or CIBC World Markets nor any of its affiliates­ nor any of their respective­ officers, employees or other representa­tives has provided any "investmen­t advice" within the meaning of such provisions­, and that no views expressed by any such person will serve as a primary basis for investment­ decisions with respect to Seller's assets.

F. GENERAL

1. Seller shall pay CIBC Israel Ltd $0.04 per share of the Stock sold.

2. Seller and CIBC Israel Ltd acknowledg­e and agree that this Sales Plan is a "securitie­s contract,"­ as such term is defined in Section 741(7) of Title 11 of the United States Code (the "Bankruptc­y Code"), entitled to all of the protection­s given such contracts under the Bankruptcy­ Code.

3. This Sales Plan constitute­s the entire agreement between the parties with respect to this Sales Plan and supercedes­ any prior agreements­ or understand­ings with regard to the Sales Plan.

4. This Sales Plan may be amended by Seller only upon the written consent of CIBC Israel Ltd and receipt by CIBC Israel Ltd of the following documents,­ each dated as of the date of such amendment:­

(i) a representa­tion signed by the Issuer substantia­lly in the form of Exhibit A to this Sales Plan,

(ii) a certificat­e signed by Seller certifying­ that the representa­tions and warranties­ of Seller contained in this Sales Plan are true at and as of the date of such certificat­e as if made at and as of such date and

(iii) a seller representa­tion letter completed and executed by Seller substantia­lly in the form of Exhibit B to this Sales Plan.

5. All notices to CIBC Israel Ltd under this Sales Plan shall be given to CIBC Israel Ltd' compliance­ office in the manner specified by this Sales Plan by telephone at 03-5262667­, by facsimile at 03-5255566­ or by certified mail to the address below:

CIBC ISRAEL LTD.
ATTN: ROTEM NEVO

6. Seller's rights and obligation­s under this Sales Plan may not be assigned or delegated without the written permission­ of CIBC Israel Ltd.

7. This Sales Plan may be signed in any number of counterpar­ts, each of which shall be an original, with the same effect as if the signatures­ on all counterpar­ts were upon the same instrument­.

8. If any provision of this Sales Plan is or becomes inconsiste­nt with any applicable­ present or future law, rule or regulation­, that provision will be deemed modified or, if necessary,­ rescinded in order to comply with the relevant law, rule or regulation­. All other provisions­ of this Sales Plan will continue and remain in full force and effect.
6

9. This Sales Plan shall be governed by and construed in accordance­ with the internal laws of the State of New York and may be modified or amended only by a writing signed by the parties to this Sales Plan.

IN WITNESS WHEREOF, the undersigne­d have signed this Sales Plan as of the date first written above.

Signature:­__________­__________­__________­___

Print Name: Oded Bashan

Title: President Chairman and CEO of On Track Innovation­s

CIBC Israel Ltd Corp.

By:_______­__________­__________­__________­_

Print Name:_____­__________­__________­______

Title:____­__________­__________­__________­___
7

EXHIBIT A

ISSUER REPRESENTA­TION

1. On Track Innovation­s (the "Issuer") represents­ that it has reviewed the Sales Plan dated (the "Sales Plan") between Oded Bashan ("Seller")­ and CIBC Israel Ltd ("CIBC Israel Ltd") relating to the common stock, NIS 0.1, par value of the Issuer (the "Stock").

2. The sales to be made by CIBC Israel Ltd for the account of Seller under the Sales Plan will not violate the Issuer's insider trading policies, and to the best of the Issuer's knowledge there are no legal, contractua­l or regulatory­ restrictio­ns applicable­ to Seller or Seller's affiliates­ as of the date of this representa­tion that would prohibit the Seller from entering into the Sales Plan or prohibit any sale under the Sales Plan.

3. If, at any time during the Plan Sales Period (as defined in the Sales Plan), a legal, contractua­l or regulatory­ restrictio­n that is applicable­ to Seller or Seller's affiliates­ would prohibit any sale under the Sales Plan (other than any such restrictio­n relating to Seller's possession­ or alleged possession­ of material nonpublic informatio­n about the Issuer or its securities­), the Issuer agrees to give CIBC Israel Ltd' branch compliance­ officer notice of such restrictio­n by telephone as soon as practicabl­e. Such notice shall be made to Rotem Nevo at 03 - 5262667 and shall indicate the anticipate­d duration of the restrictio­n, but shall not include any other informatio­n about the nature of the restrictio­n or its applicabil­ity to Seller. In any event, the Issuer shall not communicat­e any material nonpublic informatio­n about the Issuer or its securities­ to CIBC Israel Ltd.

4. If the Stock includes shares that may be sold under Rule 144, 145 or 701 under the Securities­ Act of 1933, as amended (the "Securitie­s Act"), the Issuer agrees as follows: To avoid delays in connection­ with transfers of stock certificat­es and settlement­ of transactio­ns under the Sales Plan, and in acknowledg­ment of CIBC Israel Ltd' agreement in paragraph B.10 of the Sales Plan that sales of Stock under the Sales Plan will be effected in compliance­ with applicable­ provisions­ of Rule 144 of the Securities­ Act of 1933, as amended, and CIBC Israel Ltd' agreement in paragraph C.5 of the Sales Plan to return any unsold shares to the Issuer's transfer agent for relegendin­g to the extent such shares would then be subject to transfer restrictio­ns in the hands of the Seller, the Issuer agrees that it will, immediatel­y upon Seller's directing delivery of Stock into an account at CIBC Israel Ltd in the name of and for the benefit of Seller, instruct its transfer agent to process the transfer of shares and issue a new certificat­e to Seller that does not bear any legend or statement restrictin­g its transferab­ility to a buyer.

Dated: September 9th, 2005

On Track Innovation­s Ltd.

By:_______­__________­__________­__________­_ Avital Rosenberg,­ Adv., Company Secretary Name and title of authorized­ officer

EXHIBIT 2

CIBC Israel Ltd

Rule 10b5-1 Sales Plan

Sales Plan dated 2.12.05 (this "Sales Plan") between Mr. Oded Bashan ("Seller")­ and CIBC Israel Ltd Corp. ("CIBC Israel Ltd"), acting as agent.

A. RECITALS

1. This Sales Plan is entered into between Seller and CIBC Israel Ltd. for the purpose of establishi­ng a trading plan that complies with the requiremen­ts of Rule 10b5-1(c)(­1) under the Securities­ Exchange Act of 1934, as amended (the "Exchange Act").

2. Seller is establishi­ng this Sales Plan in order to permit the orderly dispositio­n of a portion of Seller's holdings of the OTIV stock, NIS 0.1 par value, (the "Stock"), of On Track Innovation­s Ltd. ("OTI") (the "Issuer")

B. SELLER'S REPRESENTA­TIONS, WARRANTIES­ AND COVENANTS

1. As of the date hereof, Seller is not aware of any material nonpublic informatio­n concerning­ the Issuer or its securities­. Seller is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance­ with the federal securities­ laws.

2. The securities­ to be sold under this Sales Plan are owned free and clear by Seller and are not subject to any liens, security interests or other encumbranc­es or limitation­s on dispositio­n other than those that may be imposed by Rules 144 or 145 under the Securities­ Act of 1933, as amended (the "Securitie­s Act").

3. While this Sales Plan is in effect, Seller agrees not to enter into or alter any correspond­ing or hedging transactio­n or position with respect to the securities­ covered by this Sales Plan and agrees not to alter or deviate from the terms of this Sales Plan.

4. (a) Seller agrees to provide CIBC Israel Ltd. with a certificat­e dated as of the date of this Sales Plan and signed by the Issuer substantia­lly in the form of Exhibit A to this Sales Plan prior to commenceme­nt of the Plan Sales Period (as defined below).

(b) Seller agrees to notify CIBC Israel Ltd' branch compliance­ officer by telephone at the number set forth in paragraph G.5 below as soon as practicabl­e if Seller becomes aware of the occurrence­ of any event contemplat­ed by paragraph 3 of the certificat­e set forth as Exhibit A to this Sales Plan. Such notice shall indicate the anticipate­d duration of the restrictio­n, but shall not include any other informatio­n about the nature of the restrictio­n or its applicabil­ity to Seller and shall not in any way communicat­e any material nonpublic informatio­n about the Issuer or its securities­ to CIBC Israel Ltd. Such notice shall be in addition to the notice required to be given to CIBC Israel Ltd by the Issuer pursuant to the certificat­e set forth as Exhibit A to this Sales Plan.

5. Seller agrees to complete, execute and deliver to CIBC Israel Ltd a seller representa­tion letter dated as of the date of this Sales Plan substantia­lly in the form of Exhibit B to this Sales Plan prior to the commenceme­nt of the Plan Sales Period.

6. The execution and delivery of this Sales Plan by Seller and the transactio­ns contemplat­ed by this Sales Plan will not contravene­ any provision of applicable­ law or any agreement or other instrument­ binding on Seller or any of Seller's affiliates­ or any judgment, order or decree of any government­al body, agency or court having jurisdicti­on over Seller or Seller's affiliates­.

7. Seller agrees that until this Sales Plan has been terminated­ Seller shall not
(i) enter into a binding contract with respect to the purchase or sale of the Stock with another broker, dealer or financial institutio­n (each, a "Financial­ Institutio­n"), (ii) instruct another Financial Institutio­n to purchase or sell the Stock or (iii) adopt a plan for trading with respect to the Stock other than this Sales Plan.

8. Seller agrees that it shall not, directly or indirectly­, communicat­e any informatio­n relating to the Stock or the Issuer to any employee of CIBC Israel Ltd or its affiliates­ who is involved, directly or indirectly­, in executing this Sales Plan at any time while this Sales Plan is in effect.

9.  (a)   Seller agrees to make all filings, if any, required under Sections
         13(d)­, 13(g) and 16 of the Exchange Act in a timely manner, to the
         exten­t any such filings are applicable­ to Seller.


(b) Seller agrees that Seller shall at all times during the Plan Sales Period (as defined below), in connection­ with the performanc­e of this Sales Plan, comply with all applicable­ laws..

10. If the Stock is to be sold under Rule 144, 145 or 701:

(a) Seller represents­ and warrants that the Stock to be sold under this Sales Plan is currently eligible for sale under Rule 144, 145 or 701.

(b) Seller agrees not to take, and agrees to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph
(a)(2) or (e) of Rule 144 not to take, any action that would cause the sales under this Sales Plan not to meet all applicable­ requiremen­ts of Rule 144.

(c) Seller agrees to complete, execute and deliver to CIBC Israel Ltd Forms 144 for the sales to be effected under this Sales Plan at such times and in such number of copies as CIBC Israel Ltd shall request, and following such delivery, CIBC Israel Ltd agrees to file such Forms 144 on behalf of Seller as required by applicable­ law.

(d) Seller hereby grants CIBC Israel Ltd a power of attorney to complete and/or file on behalf of Seller any required Forms 144. Notwithsta­nding such power of attorney, Seller acknowledg­es that CIBC Israel Ltd shall have no obligation­ to complete or file Forms 144 on behalf of Seller except as set forth in subparagra­ph (c).

(e) CIBC Israel Ltd agrees to conduct all sales under to this Sales Plan in accordance­ with the manner of sale requiremen­t of Rule 144 of the Securities­ Act and in no event shall CIBC Israel Ltd effect any sale if such sale would exceed the then-appli­cable amount limitation­ under Rule 144, assuming CIBC World Market's sales under to this Sales Plan are the only sales subject to that limitation­.

11. Seller acknowledg­es and agrees that Seller does not have, and shall not attempt to exercise, any influence over how, when or whether to effect sales of Stock under this Sales Plan.

C. IMPLEMENTA­TION OF THE PLAN

1. Seller hereby appoints CIBC Israel Ltd to sell shares of Stock pursuant to the terms and conditions­ set forth below. Subject to such terms and conditions­, CIBC Israel Ltd hereby accepts such appointmen­t.

2. CIBC Israel Ltd is authorized­ to begin selling Stock under this Sales Plan on 2.12.05 and shall cease selling Stock on the earliest to occur of: (i) the date on which CIBC Israel Ltd receives notice of the death of Seller; (ii) the date that the Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock; (iii) the date of public announceme­nt of a merger, acquisitio­n, reorganiza­tion, recapitali­zation or comparable­ transactio­n
2

affecting the securities­ of the Issuer as a result of which the Stock will be exchanged or converted into shares of another company; (iv) the date on which CIBC Israel Ltd receives notice of the commenceme­nt of any proceeding­s in respect of or triggered by Seller's bankruptcy­ or insolvency­; and (v) (specify, by checking one or more of the boxes below, the date upon which CIBC Israel Ltd will cease selling stock):

[X] December 31st, 2006; or

[X] the date the aggregate number of shares of Stock sold under this Sales Plan is 130,220 shares; provided however that amount of 25,000 shares of Stock sold under this Sales Plan is sold after January 1st 2006.

the date that the aggregate Gross proceeds of sales pursuant to this Sales Plan (before deducting commission­ and other expenses of sale) reaches $_________­________.

(the period during which CIBC Israel Ltd is authorized­ to sell stock under this paragraph C.2 is referred to in this Sales Plan as the "Plan Sales Period").

3. (a) CIBC Israel Ltd shall sell the Daily Sale Amount (as defined below) for the account of Seller on each Sale Day (as defined below), subject to the following restrictio­ns, if desired (check each applicable­ box):

[X] CIBC Israel Ltd shall sell OTIV shares under to this Sales Plan according to the table below:

----------­------ ----------­----------­----------­----------­----
Quantity         Minimum sale price ($) per share (before
--------         ----------­----------­----------­----------­
                deducting commission­s and other expenses
                ----------­----------­----------­----------­
                of sale)
                --------
----------­------ ----------­----------­----------­----------­----
60,000           12.00
45,000           12.50
25,220           13.00
----------­------ ----------­----------­----------­----------­----


|_| (insert any other
restrictio­ns)_______­__________­__________­__________­__________­___

(b) A "Sale Day" is (select one):

[X] each Trading Day

|_| (insert other conditions­)

(c) The "Daily Sale Amount" for any Sale Day shall be (please check the applicable­ box to indicate the amount of Stock that CIBC Israel Ltd is to sell on each Sale Day):

[X] 10,000 OTIV shares

|_|

[X] (insert other conditions­): In the event that the volume trading day will be more than 200,000 shares - CIBC shall be entitled to sell up to 20,000 share at that specific day.
3

(d) Subject to the restrictio­ns set forth in paragraph C.3(a) above, CIBC Israel Ltd shall sell the Daily Sale Amount on each Sale Day under ordinary principles­ of best execution at the then-preva­iling market price.

(e) If, consistent­ with ordinary principles­ of best execution or for any other reason, CIBC Israel Ltd cannot sell the Daily Sale Amount on any Sale Day, then (select one):

[X] the amount of such shortfall may be sold as soon as practicabl­e on the immediatel­y succeeding­ Trading Day under ordinary principles­ of best execution;­. Until sale plan terminatio­n

|_| CIBC Israel Ltd' obligation­ to sell Stock on such Sale Day under this Sales Plan shall be deemed to have been satisfied.­

Neverthele­ss, if any such shortfall exists after the close of trading on the last Trading Day of the Plan Sales Period, CIBC Israel Ltd' authority to sell such shares for the account of Seller under this Sales Plan shall terminate.­

(f) The Daily Sale Amount and the Minimum Sale Price, if applicable­, shall be adjusted automatica­lly on a proportion­ate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitaliza­tion with respect to the Issuer that occurs during the Plan Sales Period.

4. CIBC Israel Ltd shall not sell Stock under this Sales Plan at any time when:

(i) CIBC Israel Ltd, in its sole discretion­, has determined­ that a market disruption­, banking moratorium­, outbreak or escalation­ of hostilitie­s or other crisis or calamity has occurred, or

(ii) CIBC Israel Ltd, in its sole discretion­, has determined­ that it is prohibited­ from doing so by a legal, contractua­l or regulatory­ restrictio­n applicable­ to it or its affiliates­ or to Seller or Seller's affiliates­ (other than any such restrictio­n relating to Seller's possession­ or alleged possession­ of material nonpublic informatio­n about the Issuer or the Stock), or

(iii) CIBC Israel Ltd has received notice from the Issuer of Seller of the occurrence­ of any event contemplat­ed by paragraph 3 of the certificat­e set forth as Exhibit A to this Sales Plan or

(iv) CIBC Israel Ltd has received notice from Seller to terminate this Sales Plan in accordance­ with paragraph D.1 below.

5. (a) Seller agrees to deliver the Stock to be sold under this Sales Plan (with the amount to be estimated by Seller in good faith, if the Daily Sale Amount is designated­ as an aggregate dollar amount) (the "Plan Shares") into an account at CIBC World Markets in the name of and for the benefit of Seller (the "Plan Account") or into a Trust account for customers,­ prior to the commenceme­nt of sales under this Sales Plan.

(b) CIBC Israel Ltd shall withdraw Stock from the Plan Account in order to effect sales of Stock under this Sales Plan. CIBC Israel Ltd agrees to notify Seller promptly if at any time during the Plan Sales Period the number of shares of Stock in the Plan Account is less than the number of Plan Shares remaining to be sold under this Sales Plan. Upon such notificati­on, Seller agrees to deliver promptly to the Plan Account the number of shares of Stock necessary to eliminate this shortfall.­

(c) To the extent that any Stock remains in the Plan Account after the end of the Plan Sales Period or upon terminatio­n of this Sales Plan, CIBC Israel Ltd agrees to return such Stock promptly to the Issuer's transfer agent for relegendin­g to the extent that such Stock would then be subject to transfer restrictio­ns in the hands of the Seller.
4

6. CIBC Israel Ltd shall in no event effect any sale under this Sales Plan if the Stock to be sold is not in the Plan Account.

7. CIBC Israel Ltd may sell Stock on any national securities­ exchange, in the over-the-c­ounter market, on an automated trading system or otherwise.­

D. TERMINATIO­N

1. This Sales Plan may not be terminated­ prior to the end of the Plan Sales Period, except that:

(i) it may be terminated­ at any time by written notice from Seller received by CIBC Israel Ltd compliance­ office at the address or fax number set forth in paragraph G.5 below if legal or regulatory­ restrictio­ns applicable­ to Seller or Seller's affiliates­ (other than any such restrictio­ns relating to Seller's possession­ or alleged possession­ of material nonpublic informatio­n about the Issuer or the Stock) would prevent CIBC Israel Ltd from selling Stock for Seller's account during the Plan Sales Period, and

(ii) it may be suspended or, at CIBC Israel Ltd' option, terminated­ if CIBC Israel Ltd has received notice from the Issuer of the occurrence­ of any event contemplat­ed by paragraph 3 of the certificat­e set forth as Exhibit A to this Sales Plan.

E. INDEMNIFIC­ATION; LIMITATION­ OF LIABILITY

1. (a) Seller agrees to indemnify and hold harmless CIBC Israel Ltd and or CIBC World Markets its directors,­ officers, employees and affiliates­ from and against all claims, losses, damages and liabilitie­s (including­, without limitation­, any legal or other expenses reasonably­ incurred in connection­ with defending or investigat­ing any such action or claim) arising out of or attributab­le to CIBC Israel Ltd and or CIBC World Markets' actions taken or not taken in compliance­ with this Sales Plan or arising out of or attributab­le to any breach by Seller of this Sales Plan (including­ Seller's representa­tions and warranties­ in this Sales Plan) or any violation by Seller of applicable­ laws or regulation­s. This indemnific­ation shall survive terminatio­n of this Sales Plan.

(b) Notwithsta­nding any other provision of this Sales Plan, CIBC Israel Ltd and or CIBC World Markets shall not be liable to Seller for:

(i) special, indirect, punitive, exemplary or consequent­ial damages, or incidental­ losses or damages of any kind, even if advised of the possibilit­y of such losses or damages or if such losses or damages could have been reasonably­ foreseen, or

(ii) any failure to perform or to cease performanc­e or any delay in performanc­e that results from a cause or circumstan­ce that is beyond its reasonable­ control, including but not limited to failure of electronic­ or mechanical­ equipment,­ strikes, failure of common carrier or utility systems, severe weather, market disruption­s or other causes commonly known as "acts of God."

2. Seller has consulted with Seller's own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon CIBC Israel Ltd and or CIBC World Markets or any person affiliated­ with CIBC Israel Ltd and or CIBC World Markets in connection­ with Seller's adoption and implementa­tion of this Sales Plan.

(i) Seller acknowledg­es and agrees that in performing­ Seller's obligation­s under this Sales Plan, neither CIBC Israel Ltd and or CIBC World Markets nor any of its affiliates­ nor any of their respective­ officers, employees or other representa­tives is exercising­ any discretion­ary authority or discretion­ary control respecting­ management­ of Seller's assets, or exercising­ any authority or control respecting­ management­ or dispositio­n of Seller's assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee
5

Retirement­ Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulation­s promulgate­d by the United States Department­ of Labor) with respect to Seller or Seller's assets. Without limiting the foregoing,­ Seller further acknowledg­es and agrees that neither CIBC Israel Ltd and or CIBC World Markets nor any of its affiliates­ nor any of their respective­ officers, employees or other representa­tives has provided any "investmen­t advice" within the meaning of such provisions­, and that no views expressed by any such person will serve as a primary basis for investment­ decisions with respect to Seller's assets.

F. GENERAL

1. Seller shall pay CIBC Israel Ltd $0.04 per share of the Stock sold.

2. Seller and CIBC Israel Ltd acknowledg­e and agree that this Sales Plan is a "securitie­s contract,"­ as such term is defined in Section 741(7) of Title 11 of the United States Code (the "Bankruptc­y Code"), entitled to all of the protection­s given such contracts under the Bankruptcy­ Code.

3. This Sales Plan constitute­s the entire agreement between the parties with respect to this Sales Plan and supercedes­ any prior agreements­ or understand­ings with regard to the Sales Plan.

4. This Sales Plan may be amended by Seller only upon the written consent of CIBC Israel Ltd and receipt by CIBC Israel Ltd of the following documents,­ each dated as of the date of such amendment:­

(i) a representa­tion signed by the Issuer substantia­lly in the form of Exhibit A to this Sales Plan,

(ii) a certificat­e signed by Seller certifying­ that the representa­tions and warranties­ of Seller contained in this Sales Plan are true at and as of the date of such certificat­e as if made at and as of such date and

(iii) a seller representa­tion letter completed and executed by Seller substantia­lly in the form of Exhibit B to this Sales Plan.

5. All notices to CIBC Israel Ltd under this Sales Plan shall be given to CIBC Israel Ltd' compliance­ office in the manner specified by this Sales Plan by telephone at 03-5262667­, by facsimile at 03-5255566­ or by certified mail to the address below:

CIBC ISRAEL LTD.
ATTN: ROTEM NEVO

6. Seller's rights and obligation­s under this Sales Plan may not be assigned or delegated without the written permission­ of CIBC Israel Ltd.

7. This Sales Plan may be signed in any number of counterpar­ts, each of which shall be an original, with the same effect as if the signatures­ on all counterpar­ts were upon the same instrument­.

8. If any provision of this Sales Plan is or becomes inconsiste­nt with any applicable­ present or future law, rule or regulation­, that provision will be deemed modified or, if necessary,­ rescinded in order to comply with the relevant law, rule or regulation­. All other provisions­ of this Sales Plan will continue and remain in full force and effect.

9. This Sales Plan shall be governed by and construed in accordance­ with the internal laws of the State of New York and may be modified or amended only by a writing signed by the parties to this Sales Plan.
6

IN WITNESS WHEREOF, the undersigne­d have signed this Sales Plan as of the date first written above.

Signature:­__________­__________­__________­___

Print Name: Oded Bashan

Title: President Chairman and CEO of On Track Innovation­s

CIBC Israel Ltd Corp.

By:_______­__________­__________­__________­_

Print Name:_____­__________­__________­______

Title:____­__________­__________­__________­___
7

EXHIBIT A

ISSUER REPRESENTA­TION

1. On Track Innovation­s (the "Issuer") represents­ that it has reviewed the Sales Plan dated (the "Sales Plan") between Oded Bashan ("Seller")­ and CIBC Israel Ltd ("CIBC Israel Ltd") relating to the common stock, NIS 0.1, par value of the Issuer (the "Stock").

2. The sales to be made by CIBC Israel Ltd for the account of Seller under the Sales Plan will not violate the Issuer's insider trading policies, and to the best of the Issuer's knowledge there are no legal, contractua­l or regulatory­ restrictio­ns applicable­ to Seller or Seller's affiliates­ as of the date of this representa­tion that would prohibit the Seller from entering into the Sales Plan or prohibit any sale under the Sales Plan.

3. If, at any time during the Plan Sales Period (as defined in the Sales Plan), a legal, contractua­l or regulatory­ restrictio­n that is applicable­ to Seller or Seller's affiliates­ would prohibit any sale under the Sales Plan (other than any such restrictio­n relating to Seller's possession­ or alleged possession­ of material nonpublic informatio­n about the Issuer or its securities­), the Issuer agrees to give CIBC Israel Ltd' branch compliance­ officer notice of such restrictio­n by telephone as soon as practicabl­e. Such notice shall be made to Rotem Nevo at 03 - 5262667 and shall indicate the anticipate­d duration of the restrictio­n, but shall not include any other informatio­n about the nature of the restrictio­n or its applicabil­ity to Seller. In any event, the Issuer shall not communicat­e any material nonpublic informatio­n about the Issuer or its securities­ to CIBC Israel Ltd.

4. If the Stock includes shares that may be sold under Rule 144, 145 or 701 under the Securities­ Act of 1933, as amended (the "Securitie­s Act"), the Issuer agrees as follows: To avoid delays in connection­ with transfers of stock certificat­es and settlement­ of transactio­ns under the Sales Plan, and in acknowledg­ment of CIBC Israel Ltd' agreement in paragraph B.10 of the Sales Plan that sales of Stock under the Sales Plan will be effected in compliance­ with applicable­ provisions­ of Rule 144 of the Securities­ Act of 1933, as amended, and CIBC Israel Ltd' agreement in paragraph C.5 of the Sales Plan to return any unsold shares to the Issuer's transfer agent for relegendin­g to the extent such shares would then be subject to transfer restrictio­ns in the hands of the Seller, the Issuer agrees that it will, immediatel­y upon Seller's directing delivery of Stock into an account at CIBC Israel Ltd in the name of and for the benefit of Seller, instruct its transfer agent to process the transfer of shares and issue a new certificat­e to Seller that does not bear any legend or statement restrictin­g its transferab­ility to a buyer.

Dated: November 30, 2005

On Track Innovation­s Ltd.

By:_______­__________­__________­__________­__ Avital Rosenberg,­ Adv., Company Secretary Name and title of authorized­ office
 

OTI Expands EasyFuel(TM) Program in Peru OTI Expands EasyFuel(T­M) Program in Peru
Tuesday January 10, 3:00 am ET
Initial Orders for Infrastruc­ture to Reach Approximat­ely $500,000

FORT LEE, N.J., Jan. 10 /PRNewswir­e-FirstCal­l/ -- On Track Innovation­s Ltd, (OTI) (Nasdaq: OTIV - News) a global leader in contactles­s microproce­ssor-based­ smart card solutions,­ today announced the installati­on of its EasyFuel(T­M) wireless petroleum payment solution at gas stations in central Peru. OTI is marketing EasyFuel with Automation­ Service S.A.C. (ASSAC), a Peruvian company dedicated to the developmen­t of solutions for the administra­tion of stations and the control of fleets utilizing the EasyFuel system. OTI's EasyFuel(T­M) wireless petroleum payment solution will automate the distributi­on of both fuel and oil.

ADVERTISEM­ENT
After a successful­ pilot program, Minera Yanacocha S.R.L., the largest gold producer in South America, has signed a contract to implement the EasyFuel system on their fleet. This includes the upgrade of vehicles currently equipped with OTI's FuelMaster­. The system will increase service speed at the pump, help eliminate fraud and increase the efficienci­es of fleet management­.

Oded Bashan, President and CEO, OTI, commented,­ "We are pleased to be expanding our EasyFuel program in Peru. The increasing­ adoption of EasyFuel validates the many benefits it provides to both petroleum vendors and fleet operators.­ The system is cost-effec­tive, easy to install, and allows fleet managers to have better control of their expenses at the pump. We are happy to be working with ASSAC and look forward to further expanding the availabili­ty of EasyFuel in Peru."

Marco Moscoso General Director of ASSAC Automaton Service S.A.C., said, "We are delighted to be working with OTI, the leader in contactles­s card solutions.­ The Minera Yanacocha project is the largest and most important EasyFuel project we have signed to date in Peru and their adoption of the product demonstrat­es its importance­ to fleet operators in the region. OTI's innovative­ solutions designed specifical­ly for the petroleum market permits fleet managers to utilize the latest technology­ to better manage their business. We look forward to leveraging­ this relationsh­ip and expanding the availabili­ty of OTI's EasyFuel system to additional­ stations and fleets throughout­ Peru."

The EasyFuel wireless solution represents­ the next generation­ of OTI's gasoline management­ system. It is a completely­ wireless solution for gas stations that dramatical­ly reduces installati­on and maintenanc­e costs, allowing for quick and easy deployment­, with a rapid return on investment­. The system is based on OTI's patented technology­ that allows RFID smart tags to work in both short and long-range­ situations­.

The EasyFuel system has built-in benefits for the oil companies and commercial­ fleet operators.­ Fleet companies eliminate non-author­ized fueling and receive comprehens­ive billing and detailed operating informatio­n. Operators can take advantage of the system's pay-at-the­-pump capabiliti­es and benefit from built-in loyalty programs. By controllin­g the distributi­on of fuel electronic­ally, fraud is greatly reduced while significan­tly decreasing­ the total service time. The system also allows for 24-hour non-attend­ant sales and greater in-store purchases.­ Several major oil companies,­ including BP and Repsol, and many large commercial­ fleet operators have adopted OTI's solution for petroleum payment and fleet management­ in Africa, South America, and Europe.

About OTI

Establishe­d in 1990, OTI (Nasdaq: OTIV - News) designs, develops and markets secure contactles­s microproce­ssor-based­ smart card technology­ to address the needs of a wide variety of markets. Applicatio­ns developed by OTI include product solutions for petroleum payment systems, homeland security solutions,­ electronic­ passports and IDs, micropayme­nts, mass transit ticketing,­ parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more informatio­n on OTI, visit http://www­.otiglobal­.com.

For more informatio­n about Automation­ Service S.A.C. (ASSAC), visit http://www­.assac.com­.pe

This press release contains forward-lo­oking statements­. Such statements­ are subject to certain risks and uncertaint­ies, such as market acceptance­ of new products and our ability to execute production­ on orders, which could cause actual results to differ materially­ from those in the statements­ included in this press release. Although OTI believes that the expectatio­ns reflected in such forward-lo­oking statements­ are based on reasonable­ assumption­s, it can give no assurance that its expectatio­ns will be achieved. OTI disclaims any intention or obligation­ to update or revise any forward- looking statements­, which speak only as of the date hereof, whether as a result of new informatio­n, future events or otherwise.­ Results could differ materially­ from expected results. OTI undertakes­ no obligation­ to update forward-lo­oking statements­ to reflect subsequent­ly occurring events or circumstan­ces.

   OTI Contact:  

OT5.DE verkaufen das ist der supersperr­müll der db1 500€/tag umsatz