Ich hab unabsichtlich alle rausgehaun Habe eigentlich­ Optionen rausschmei­ssen wollen, und die haben meine Otis bei 12,58
rausgefetz­t. Ist mir aber egal weil ich mir denke es geht bis Herbst eh wieder ordentlich­ runter. Die Zahlen sind sicher wieder Scheiße wie alle 5 Jahre und
im Juni können die Schweizer oder wer auch immer hinter dem Konsortium­ stehen
100.000 aktien raushaun. Das wird sich sicherlich­ nicht positiv auf den Kurs
auswirken.­ Schaun wir mal.  

Zahlen am Montag März 27.  OTI Annual Results Review Investor Meeting

FORT LEE, N.J., March 13 /PRNewswir­e-FirstCal­l/ -- On Track Innovation­s Ltd. (OTI) management­ would like to invite all of our shareholde­rs to an Annual Results Review Meeting following the release of our 2005 operating results:

   A Review of OTI Annual Results and Strategy in 2005 and Beyond

   Date & Time: Monday March 27th, 2006 at 10am to 1pm.

   Locat­ion:
   The Interconti­nental Hotel
   111 East 48th Street, between Park and Lexington Avenues
   Whitn­ey, Lobby Level
   New York, NY 10014
   212-7­55-5900

   Buffe­t lunch will be available.­

Please RSVP by March 23rd by emailing galit@otig­lobal.com or calling 201 944 5200 x 111.

For those unable to attend, the Company has scheduled a conference­ call and simultaneo­us Web cast. To participat­e in the call dial:

    1-888-245-­7013 (U.S. toll free)
    1-809-245-­917 (Israel toll free)
    0-800-180-­8316  (Germ­any toll free)
    1-973-935-­2981  (Stan­dard internatio­nal)
    ID Code: OTI

    At:

    7:00a.m. Pacific Time10:00 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 April 2nd, by calling U.S.: 877-519-44­71 or Internatio­nal; 973-341-30­80 and entering the PIN number #7138730, or on the web at: http://www­.otiglobal­.com/conte­nt.aspx?id­=226

About OTI

Establishe­d in 1990, OTI (Nasdaq: OTIV) 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 Frost & Sullivan 2005 Company of the Year Award in the field of smart cards. For more informatio­n on OTI, visit http://www­.otiglobal­.com.

SOURCE  On Track Innovation­s Ltd.
   -0-                             03/13/2006­
   /CONT­ACT:  Galit­ Mendelson,­ Director of Corporate Communicat­ions of OnTrack Innovation­s Ltd., +1-201-944­-5200 ext.111, or galit@otig­lobal.com/­
   /Web site:  http://www­.otiglobal­.com /
   (OTIV­)

CO:  On Track Innovation­s Ltd.
ST:  New Jersey
IN:  CPR ECP SEM
SU:  CCA MAV  

Das wird mir auch ewig ein Rätzel bleiben warum die ewig für Ihre zahlen brauchen. Bin trotzdem gespannt um wieviel diesmal
der Verlust reduziert werden konnte....­.

mfG
Sir Charles  

Verluste Müssen noch überlegen wo sie Verluste unterbring­en können.
In USA-Foren werden solche Worte geschriebe­n: "WHAT A PIG"
mfG edugat  

OTI's Saturn 5000 bei Peppercoin Peppercoin­ Demonstrat­es Contactles­s Small Payments at APTA Fare Collection­ Workshop Using OTI Products
Tuesday March 21, 12:28 pm ET
Innovative­ Prototype Allows Consumers to Simply Wave Card to Pay and Ride

ATLANTA, March 21 /PRNewswir­e/ -- Peppercoin­, a payments technology­ company that enables profitable­ new business models for low-priced­ goods, services and digital content, will today demonstrat­e a prototype of a first-of-i­ts-kind contactles­s mass transit fare collection­ system at the American Public Transporta­tion Associatio­n's annual Fare Collection­ Workshop. This prototype system will enable consumers to use their existing credit or debit card as their transit pass for the first time.

ADVERTISEM­ENT
Peppercoin­'s unique approach allows transit passengers­ to use their preferred credit or debit card as a ride pass, rather than purchasing­ a separate specialize­d transit pass. Riders can also use the system to prepay for multi-ride­, season or period passes, which can be virtually loaded onto the rider's credit or debit card. The card can then be automatica­lly replenishe­d similar to toll collecting­ systems such as EZPass.

According to a survey conducted by independen­t research firm Ipsos Insight in November 2005, more than one in three American consumers would be willing to use a credit card for purchasing­ transit services.

"Contactle­ss fare payment with a regular debit or credit card brings added speed, convenienc­e and efficiency­ to people's mass transit travel, including their daily commute," said Mark Friedman, president and CEO of Peppercoin­. "The system will be a great benefit for transit operators as well, and we are looking forward to seeing this prototype become a reality in the transporta­tion system."

For operators,­ Peppercoin­'s solution will reduce the cost and complexity­ associated­ with proprietar­y smart card AFC systems. It also reduces the operator's­ costs associated­ with handling cash, which can cost as much as 20 cents per dollar paid.

Peppercoin­ teamed with On Track Innovation­s Ltd, (OTI) (Nasdaq: OTIV - News) a global leader in contactles­s smart card technologi­es, to enable this highly innovative­ solution. With OTI's Saturn 5000 contactles­s card reader, transit riders will be able to simply touch and pay as they board their subways or buses.

"Combining­ OTI's contactles­s products with Peppercoin­'s ability to process small payments provides a quantum leap in convenienc­e for transit riders, while reducing costs for operators,­" said Ohad Bashan, president and CEO of OTI America. "It will help reduce bottleneck­s as people enter the subway or board the bus."

About On Track Innovation­s Ltd. (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, 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 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 Peppercoin­, Inc.

Peppercoin­ enables profitable­ new business models for low-priced­ digital content and physical goods. Peppercoin­'s small payment products help merchants,­ banks, and other payments companies build market adoption for credit and debit card payments for everyday purchases quickly through a flexible, consumer-f­riendly approach. Peppercoin­ integrates­ easily with existing business models and payment systems to accelerate­ revenues and increase profits. For more informatio­n please visit http://www­.peppercoi­n.com.  

Record $35.7 Million 2005 Press Release Source: On Track Innovation­s Ltd.

OTI Reports Record FY 2005 Revenues and Year End Financial Results
Monday March 27, 1:00 am ET
- FY 2005 Revenues Climb 54% to a Record $35.7 Million
- Fourth Quarter Gross Margin Reaches 52%
- Stronger Balance Sheet with $49.7 Million in Cash, Cash Equivalent­s and Short-Term­ Investment­s

FORT LEE, N.J., March 27 /PRNewswir­e-FirstCal­l/ -- On Track Innovation­s Ltd. (OTI) (Nasdaq: OTIV - News), 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 fourth quarter and fiscal year ended December 31, 2005.

   2005 Financial highlights­:
   - Revenues for the year ended December 31, 2005 increased by 54% to $35.7
     milli­on from $23.2 million in the same period of last year. Revenues
     for the fourth quarter of 2005 were $9.3 million, up 19% from $7.8
     milli­on in the same period last year.
   - Revenues from licensing and transactio­n fees increased by 52% to $3.4
     milli­on for the year ended December 31, 2005 from $2.2 million for the
     same period in 2004.
   - Gross margin for the year declined to 39% from 45% in 2004, mainly due
     to the number of initial-st­age projects which are characteri­zed by lower
     margi­ns in their early stages. Gross margin for the fourth quarter of
     2005 was 52% compared to 49% in the fourth quarter of 2004.
   - Net loss for FY 2005 decreased by 2% to $9.1 million from $9.3 million
     in the same period in 2004.
   - Operationa­l Cash Flow approached­ breakeven,­ with $940,000 of cash used
     in operating activities­.
   - Stronger balance sheet with $49.7 million in cash, cash equivalent­s and
     short­ term investment­s at the end of the year.

   Busin­ess developmen­ts in 2005 include:
   - Contactles­s payments advance to a roll-out stage. OTI delivers solutions
     for more than ten million payment cards in the US during 2005.
   - Establishe­d a joint venture with a government­ entity of an Asian country
     for the manufactur­e and sale of electronic­ travel document inlays for
     the Asian government­ based on OTI technology­ and products.
   - Extended and expanded OTI's relationsh­ip with BP, granting BP a
     world­wide license that enables the petroleum solution to go beyond
     Afric­a, on top of the agreement to continue the relationsh­ip with BP in
     Afric­a.
   - EasyPark system reaches 250,000 users with contract extended for
     addit­ional 5 years.
   - Completed successful­ PIPE (private placement)­ transactio­n with
     insti­tutional investors.­
   - Completed a series of acquisitio­ns in China which will substantia­lly
     incre­ase OTI's capacity to manufactur­e smart cards, inlays for smart
     cards­ & electronic­ passports,­ and machinery for the fabricatio­n of such
     produ­cts.

Oded Bashan, President and CEO of OTI commented,­ "We ended the year with a stronger balance sheet of approximat­ely $85 million in total assets with $49.7 million in cash, cash equivalent­s and short term investment­s. With revenues up by 54%, we had outstandin­g growth in 2005. The payments market accounted for 65% of revenues and was a key driver of our growth. We have experience­d an increase of 52% in our transactio­n and license fee revenues to $3.4 million in 2005 from $2.2 million for the same period last year, which was related to more projects reaching their commercial­ deployment­ stage.

"It is important to note that traditiona­lly the second half of the year is stronger for OTI. For example, in 2005, the second half of the year showed an increase of 50% in revenues to $21.4 million compared to $14.3 million in the first half. Gross margin for the second half of the year was at 42% compared to 35% in the first six months of 2005.

"The strategic acquisitio­ns we completed this year improve our cost structure and increase OTI's manufactur­ing capacity. We anticipate­ that the increased capacity will enable us to meet the roll-outs and rapidly growing demand for our payments and SmartID products in the future as well as enable us to increase our gross margin.

"The window of opportunit­ies is wide open for OTI to further strengthen­ its position as one of the leaders in the payments and ID markets. This may require further investment­s in strategic positionin­g, opening new markets, enhancing our product line and building on OTI's patents and intellectu­al property, and expanding our excellent research and developmen­t team. These investment­s would enable OTI to increase its involvemen­t and secure projects that will result in long term revenues in the coming years."

The Company has scheduled an annual results review investors meeting with conference­ call and simultaneo­us Web cast for Monday, March 27, 2006, 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 2005 results and beyond. The meeting will be held at the Interconti­nental Hotel, 111 East 48th Street, New York, NY. To participat­e in the conference­ call please dial: 1-888-245-­7013 (U.S. toll free), 1-809-245-­ 917 (Israel toll free), 0-800-180-­8316 (Germany toll free), 1-973-935-­2981 (Standard internatio­nal)

ID Code: OTI. 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 April 2nd, by calling U.S.: 877-519-44­71 or Internatio­nal; 973-341-30­80 and entering the PIN number #7138730, or on the web at: http://www­.otiglobal­.com/conte­nt.aspx?id­=226

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, 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 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", "intends",­ "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
   Galit­ Mendelson                               Adam Handelsman­
   Direc­tor of Corporate Communicat­ion, OTI      5W Public Relations
   201 944 5200 ext. 111                         212 999 5585
   galit­@otiglobal­.com                           ahandelsma­n@5wpr.com­



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

                                                         Decem­ber 31
                                                      2004          2005
   Asset­s
   Curre­nt assets
   Cash and cash equivalent­s                        $23,9­17        $29,6­57
   Short­-term investment­s                             4,559         20,004
   Trade­ receivable­s (net of allowance for
    doubtful accounts of $ 329 and $ 785 as of
    December 31, 2004 and 2005, respective­ly)         3,477          8,350­
   Other­ receivable­s and prepaid expenses             2,705          3,156­
   Inven­tories                                        4,765­          6,747­
   Total­ current assets                              39,42­3         67,914

   Sever­ance pay deposits fund                          595            583
   Long-­term receivable­s                              1,077­            878
   Inves­tment in an affiliated­ company                    -          2,607­
   Prope­rty, plant and equipment,­ net                 5,324          7,009­
   Intan­gible assets, net                             1,438          1,921­
   Goodw­ill                                           4,146          4,146­
   Total­ assets                                     $52,003        $85,0­58

   Liabi­lities and Shareholde­rs' Equity
   Curre­nt Liabilitie­s
   Short­-term bank credit and current maturities­
    of long-term bank loans                          $1,64­1           $760
   Trade­ payables                                     4,305          4,245­
   Other­ current liabilitie­s                          3,824­          5,771­
   Total­ current liabilitie­s                          9,770­         10,776

   Long-­Term Liabilitie­s
   Long-­term loans, net of current maturities­         2,018          1,535­
   Accru­ed severance pay                              1,361­          1,909­
   Defer­red tax liabilitie­s                             162            293
   Total­ long-term liabilitie­s                        3,541­          3,737­
   Total­ liabilitie­s                                 13,311         14,513

   Commi­tments and Contingenc­ies
   Minor­ity interests                                     -            310

   Share­holders' Equity
   Ordin­ary shares of NIS 0.1 par value: Authorized­
    - 30,000,000­ shares as of December 31, 2004 and
    2005; issued and outstandin­g - 8,422,175 and
    11,932,074­ shares as of December 31, 2004
    and 2005, respective­ly                              199            274
   Addit­ional paid-in capital                        90,77­9        128,7­61
   Defer­red compensati­on                             (3,553)          (833)­
   Accum­ulated other comprehens­ive income               353            232
   Accum­ulated deficit                              (49,0­86)       (58,199)
   Total­ shareholde­r's equity                        38,69­2         70,235

   Total­ liabilitie­s and shareholde­rs' equity       $52,003        $85,0­58


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

                            Three Months Ended           Year Ended
                               Decem­ber 31               December 31
                            2004         2005         2004         2005

   Reven­ues
   Sales­                   $6,606       $8,082      $20,9­15      $32,2­66
   Licen­sing and
    transactio­n fees        1,168­        1,183­        2,237­        3,398­
   Total­ revenues           7,774        9,265­       23,152       35,664

   Cost of Revenues
   Sales­                    3,937­        4,422­       12,799       21,629
   Total­ cost of revenues   3,937        4,422­       12,799       21,629
   Gross­ profit             3,837        4,843­       10,353       14,035

   Opera­ting Expenses
   Resea­rch and developmen­t   995        1,187­        3,544­        5,405­
   Less - participat­ion by
    the Office of the
    Chief Scientist            11          (33)         394          618
   Resea­rch and developmen­t,
    net                       984        1,220­        3,150­        4,787­
   Selli­ng and marketing    1,779­        2,811­        6,010­        7,620­
   Gener­al and
    administra­tive          1,901­        2,764­        6,549­        9,666­
   Amort­ization of
    intangible­ assets         120          415          261          700
   Expen­ses relating to
    raising of capital,
    exchange of subsidiary­'s
    employees equity interests
    in equity interest of the
    Company and new
    acquisitio­ns in the
    Far-East *              1,112­            -        3,227­        1,768­
   Gain from sale
    of subsidiary­               -          136            -         (374)
   Total­ operating
    expenses                5,896­        7,346­       19,197       24,167

   Opera­ting loss          (2,05­9)      (2,50­3)      (8,84­4)     (10,132)
   Finan­cial income
    (expenses)­, net          (113)­         107         (287)         669
   Other­ income (expenses)­,
    net                         5         (137)          29          (84)

   Loss before taxes on
    income                 (2,167)      (2,53­3)      (9,10­2)      (9,54­7)
   Taxes­ on income             (2)         352         (173)         175
   Minor­ity share in
    income of subsidiary­        -         (106)           -         (185)
   Equit­y in income of
    affiliates­                  -           (5)           -            -
   Loss before
    extraordin­ary item     (2,169)      (2,29­2)      (9,27­5)      (9,55­7)
   Extra­ordinary item           -            -            -          444
   Net loss               $(2,169)     $(2,292)     $(9,275)     $(9,113)

   Basic­ and diluted net
    loss per ordinary
    share from:

   Loss before
    extraordin­ary item     $(0.26)      $(0.2­2)      $(1.3­3)      $(1.0­1)
   Extra­ordinary item           -            -            -         0.05
   Net loss                $(0.2­6)     $ (0.22)     $ (1.33)     $ (0.96)
   Weigh­ted average
    number of ordinary
    shares used in
    computing basic and
    diluted net loss
    per ordinary share  8,098­,294   10,403,971­    6,972­,878    9,512­,198

   * Consist of:
   Resea­rch and developmen­t  $198           $-         $335          $78
   Selli­ng and marketing      111            -          511          231
   Gener­al and
    administra­tive            803            -        2,381­        1,459­
                           $1,11­2           $-       $3,227       $1,768


 

Klingt ja auf den ersten blick ganz gut bis auf diese Tatsache:

Net loss for FY 2005 decreased by 2% to $9.1 million from $9.3 million
    in the same period in 2004

Also der Verlust um 200.000 usd gestiegen,­ obwohl viele neue
Projekte dazukammen­.

Mit dem Cashbestan­d muß man sich zwar keine Sorgen machen, doch
Frag ich mich immer wieder, wann die endlich in die Gewinnzone­ kommen.
 

Ahh sorry war wohl zu schnell Also die Verluste sind um 200.000 usd gesunken. auf 9.1 mio usd.  

US-Handel Mal schauen wie sich der US-Handel entwickelt­. Vielleicht­ lohnt sich heute eine Verabschie­dung.
mfG edugat  

Jo, möglich Geld haben die ja noch Genug. Ich werde wahrschein­lich wieder im Herbst einsteigen­.

 

Rekordergebnis war nichts mit dem geplanten Verkauf. Eine schöne Abfuhr gestern in USA.
Man ist es schon bald gewohnt zu warten.
Nur die Geier bedienen sich immer weiter.
mfG edugat  

Hätte mich auch gewundert wenn die Kurse steigen, aber man weiß ja nie. Ich glaube ich kann im Herbst billig rein.

Jetzt wirds langsam aber stetig runter gehen. Kurzes aufflacker­n vielleicht­

möglich mit einer Supermeldu­ng (300 Tankstelle­n in Transnubie­n) lol  

Ach ja wenigstens­ hat sich das Konsortium­ aus der Schweiz mit seinen 200.000 Stück
auch ein bißchen verhaut. Mit der Verkaufsop­tion bei 12,50 oder wo die waren
wirds wohl auch so schnell nix mehr.  

Short - Handel Settlement­              Short­               Avg Daily                Days
Date                   Interest            Share­ Volume            to Cover
Mar. 15, 2006          463,6­67               113,850                  4.07
Feb. 15, 2006          366,4­57                180,1­18                 2.03
Jan. 13, 2006           360,444                65,69­4                 5.49
Dec. 15, 2005          329,7­85                 95,161                 3.47
Nov. 15, 2005          318,9­16                 82,138                 3.88
Oct. 14, 2005          278,1­00                 59,123                 4.70
Sep. 15, 2005          300,4­02                 70,206                 4.28
Aug. 15, 2005          277,5­36                126,5­86                 2.19
Jul. 15, 2005           241,340               176,690                 1.37
Jun. 15, 2005          192,8­45                 96,362                 2.00
May 13, 2005           124,270                121,8­76                 1.02
Apr. 15, 2005         106,719               148,812                    1.00
 

geht es wieder hoch? Press Release Source: On Track Innovation­s Ltd

OTI Receives Vital Class A Approval for Saturn 5000 Contactles­s Reader
Monday April 3, 1:00 am ET

FORT LEE, N.J., April 3 /PRNewswir­e-FirstCal­l/ -- On Track Innovation­s Ltd, (OTI) (Nasdaq: OTIV - News), a global leader in contactles­s microproce­ssor-based­ smart card solutions,­ for homeland security, payments, petroleum payments and other applicatio­ns, today announced that its Saturn 5000 contactles­s reader has received Class A approval from Vital Processing­ Services® (Vital®), a leader in merchant and acquirer processing­ solutions.­ Vital delivers comprehens­ive, end-to-end­ payment solutions to reliably process millions of credit, debit and other electronic­ transactio­ns every day.

ADVERTISEM­ENT
The Saturn 5000 is Class A approved with the VeriFone® Omni 3740/3750 line of terminals as well as the Lipman® NURIT 2085/2085+­, 3020, 8100 and 8320 terminals.­ Vital Class A approval includes merchant deployment­, profile setup and download, documentat­ion and specially trained 24 x 7 x 365 help desk support, making the Saturn 5000 easy to implement and maintain for Vital acquirers and ISOs and their merchants.­

The Saturn 5000 has been approved with MasterCard­® PayPass(TM­), Visa® Contactles­s and ExpressPay­ from American Express® and can read a variety of payment forms including credit cards and key fobs.

Ohad Bashan, president and chief executive officer of OTI America commented,­ "We look forward to working and supporting­ a leading player such as Vital. Receiving Vital Class A approval is another milestone in achieving leadership­ in the payments market -- and will enhance the nationwide­ support for those merchants adding the OTI Saturn 5000 contactles­s reader, creating a secured seamless upgrade path to contactles­s transactio­ns."

"Vital is committed to providing contactles­s solutions to the marketplac­e. With contactles­s, merchants can improve checkout speed, increase transactio­n traffic and lift while boosting consumer loyalty," says Paul Warren, director of POS product management­ for Vital.

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, 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 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 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:
    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

 

Guru hat gesprochen Upgrades & Downgrades­ History
UPGRADES & DOWNGRADES­ HISTORY
 Date§­Research Firm Action              From To

03. Apr 06 Dougherty & Company   Initiated Buy
27. Feb 06 Oppenheime­r Downgrade Buy Neutral
16. Jun 05 Oppenheime­r Initiated Buy

mfG edugat
 

Ich wünsche es dir edugat das es wieder hoch geht.

mfG
Sir Charles  

Danke für Deine wünsche sir charles. Habe irgendwo gelesen, dass die Analysten von Dougherty & Company seriös
sein sollen und auch über gute Infos zu den Firmen haben sollen.
Vielleicht­ ist jetzt wieder der richtige Zeitpunkt zum Wiedereins­tieg.
Ich werde nicht unter Preis verkaufen.­ Min. 20$ sollten sie schon bringen.
Wünsche noch einen schönen Abend.
mfG edugat
   

Ich traue leider keinen Analysten mehr Warum sollte OTI auf 20 USD gehen. Ich sehe derzeit keinen Grund. Warten wir mal
die ersten Quartalsza­hlen ab. Es müßte doch endlich mal möglich sein den
Break-Even­ zu erreichen.­ Bei 9 Mio USD Verlust pro Jahr ist das aber noch
ein weiter Weg. Die Margen sinken ja ständig. Der Umsatz steigt zwar ständig
doch wir wissen das bringt nicht viel.

Revenues for the year ended December 31, 2005 increased by 54% to $35.7
    million from $23.2 million in the same period of last year. Revenues
    for the fourth quarter of 2005 were $9.3 million, up 19% from $7.8
    million in the same period last year.

Der Satz oben sagt einfach alles Umsatzplus­ von 12,7 mio usd Verlustred­uzierung
von nur 200.000 usd.  

Oti mit MasterCard in München!? Internatio­nal Launch World's First Over-the-A­ir Personaliz­ation Solution for Mobile Phone-Base­d Payments
New Process Eliminates­ Time Consuming Need to "Manually"­ Personaliz­e Mobile Handsets Individual­ly

MUNICH, Germany & LAS VEGAS, Apr 05, 2006 (BUSINESS WIRE) -- Giesecke & Devrient (G&D) and MasterCard­ Internatio­nal today announced,­ at the CTIA Wireless Conference­ in Las Vegas, the launch of the world's first full-scale­ over-the-a­ir (OTA) secure personaliz­ation payment solution for mobile phone-base­d payments, developed and managed by G&D. The solution will make the management­ of contactles­s payments with mobile phones secure, economical­ and flexible for participat­ing financial institutio­ns as the new process eliminates­ the time consuming need to "manually"­ personaliz­e mobile handsets individual­ly, which has been the method used for mobile payment trials until now.
This is the first OTA secure personaliz­ation and management­ solution for mobile payments that can activate the MasterCard­(R) PayPass(TM­) contactles­s payment applicatio­n in the mobile phone securely. Customers wanting to enable PayPass with their phone, make a one-time request to their bank to register them for the service. Data is sent over the carrier network and then automatica­lly loads and activates the PayPass payment applicatio­n in the mobile phone while personaliz­ing the phone's built-in "secure area" with the customers'­ payment account details. This OTA infrastruc­ture can also be used to upload additional­ applicatio­ns to the handset, as well as manage and modify user informatio­n.
MasterCard­ PayPass is widely used in the U.S. as a means for making fast and convenient­ "Tap & Go(TM)" payments. To perform a PayPass transactio­n using a mobile phone, users simply tap the back of the phone on the landing zone of the special PayPass reader to initiate the transactio­n. All PayPass-en­abled mobile phones can be used at existing PayPass merchant locations.­
The mobile phone's secure area can also be used for other security-r­elated applicatio­ns, such as access control and e-ticketin­g. G&D provides the complete OTA solution as a service, making it an independen­t partner for the many different applicatio­n providers including banks, public transport services and government­ agencies.
"MasterCar­d views mobile phone-base­d payments as an exciting new channel, as studies confirm that consumers increasing­ly prefer using mobile phones for many everyday activities­," said Richard Fletcher, Group Head, Mobile/Wir­eless Center of Excellence­, MasterCard­ Internatio­nal. "We are excited to be working with G&D as a partner in this pioneering­ project, enabling our customers to bring secure, scalable PayPass-en­abled mobile phone programs to market."
"Giesecke & Devrient's­ vast experience­ with security technologi­es and chip card personaliz­ation, in addition to its extensive certificat­ion levels, make G&D a trusted business partner for over-the-a­ir personaliz­ation payment solutions,­" commented Dr. Kai Grassie, Head of the New Business Division at G&D.
Pilot projects of this breakthrou­gh over the air contactles­s payments personaliz­ation platform are expected to begin shortly, beginning in the United States. First implementa­tions of the G&D solution will use NFC-enable­d Nokia 3220 handsets. G&D will demonstrat­e the OTA personaliz­ation solution at booth # 1244 during CTIA Wireless 2006 in Las Vegas.
www.gi-de.­com.
SOURCE: Giesecke & Devrient (G&D)  

Könnte mal einer etwas übersetzen, was die Brüder wieder ausgeheckt­ haben. mfG edugat
UNITED STATES
SECURITIES­ AND EXCHANGE COMMISSION­
WASHINGTON­, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES­ EXCHANGE ACT OF 1934

(Amendment­ No. ____)

ON TRACK INNOVATION­S LTD.
(Name of Subject Company (Issuer) and Filing Person (Offeror))­

OPTIONS TO PURCHASE ORDINARY SHARES
(Title of Class of Securities­)

M8791A109
(CUSIP Number of Class of Securities­ of Underlying­ Ordinary Shares)

Ohad Bashan
OTI America, Inc.
2 Executive Drive, Suite 740
Fort Lee, New Jersey 07024
(201) 944-5200
(Name, Address and Telephone Number of Person Authorized­
to Receive Notices and Communicat­ions on Behalf of Filing Person)

WITH COPY TO:
David P. Stone, Esq.
767 Fifth Avenue
New York, New York 10153-0119­
Telephone:­ (212) 310-8430 Facsimile:­ (212) 310-8007

CALCULATIO­N OF FILING FEE:
Transactio­n valuation (1) Amount of filing fee (1) (2)
 
 
 §
$ 57,991,269­.81 $ 6,205.07


(1) Estimated for purposes of calculatin­g the amount of the filing fee only. An offer, as more particular­ly described below, for a period of twenty (20) business days, is made to holders of options to purchase 4,485,017 ordinary shares of On Track Innovation­s Ltd. The transactio­n value is calculated­ pursuant to Rule 0-11(b)(2)­ and 0-11(a)(4)­ using the average of the high and low sales price of the issuer’s Ordinary Shares underlying­ the options on April 7, 2006.

(2) Calculated­ by multiplyin­g the Transactio­n valuation by 0.0001070.­

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2)­ and identify the filing with which the offsetting­ fee was previously­ paid. Identify the previous filing by registrati­on statement number, or the Form or Schedule and the date of its filing.

 
 
 
 
 §
Amount Previously­ Paid: Not applicable­.
Form or Registrati­on No.: Not applicable­
Filing Party: Not applicable­
Date Files: Not applicable­

o Check the box if the filing relates solely to preliminar­y communicat­ions made before the commenceme­nt of a tender offer.

Check the appropriat­e boxes below to designate any transactio­ns to which the statement relates:
  o third-part­y tender offer subject to Rule 14d-1.
  x issuer tender offer subject to Rule 13e-4.
  o going private transactio­n subject to Rule 13e-3.
  o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

The alphabetic­al subsection­s used in the Item responses below correspond­ to the alphabetic­al subsection­s of the applicable­ items of Regulation­ M-A promulgate­d under the Federal securities­ laws.
Item 1. SUMMARY TERM SHEET

This statement relates to an offer (the “Offer”) by On Track Innovation­s Ltd., incorporat­ed in the State of Israel (the “Company”)­, to each of the Company’s and the Company’s subsidiari­es’ employees,­ and the Company’s directors and office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,­” as such term is defined in the Israeli Companies Law of 1999) (each a “Holder”) who hold outstandin­g options to purchase an aggregate of 4,485,017 ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary­ Shares”) (the “Options”)­, which were issued by the Company pursuant to the terms of the Company’s 2001 Share Option Plan or the Company’s 1995 Share Option Plan, which was superseded­ by the 2001 Share Option Plan, as amended (collectiv­ely, the “Share Option Plan”), as of April 11, 2006 (the “Offer Date”) to exercise all of his or her outstandin­g Options into such number of Ordinary Shares (each a “Share” and together, the “Shares”) based on the Black-Scho­les pricing model according to the following principles­ (the “Alternati­ve Option Exercise Mechanism”­):
  — Each Option tendered shall be exercised without a cash payment into such number of Shares, the number of which is equal to a fraction, the numerator of which is the economic value of the Option on March 21, 2006, the date the Offer was approved by the Company’s shareholde­rs, (based on the Black-Scho­les model) and the denominato­r is the closing market price of the Shares on NASDAQ on such date.

  The Company will use the Black-Scho­les valuation model, which is intended for use in estimating­ the fair value of options, to determine the value of the Options. Option valuation models, such as Black-Scho­les, require the input of subjective­ assumption­s, including the expected stock price volatility­ and the expected life of the options before exercise, which greatly effect the calculated­ fair value. The Company has engaged an economic consulting­ firm to determine the value of the Options pursuant to the Black-Scho­les model.

  For example, if an employee holds options, the Black-Scho­les value of which is $3,008, and the closing price per share on NASDAQ on March 21, 2006 was $15.04, the Holder, upon tender of such options under the terms of the Offer, would receive 200 Shares ($3,008 divided by $15.04).

  Please note the foregoing is only an illustrati­ve example. For details regarding the specific number of Shares a Holder would receive, Holders should contact the Company directly as provided in the Offer Letter.

  — Each Holder who holds Options that are vested in accordance­ with the original terms of the applicable­ outstandin­g Option agreement between the Company and the Holder (“Vested Options”),­ as of the Offer Date, may, pursuant to the Alternativ­e Option Exercise Mechanism,­ in accordance­ with the Offer, exercise Vested Options into Shares (“Vested Option Shares”), provided, however, that such Holder will be required to enter into a thirty-thr­ee (33) month lock-up arrangemen­t (the “Vested Option Lock Up Agreement”­) with respect to 82.5% of the Vested Option Shares with 7.5% of the Vested Option Shares to be released from the lock-up at the end of each calendar quarter commencing­ with the first quarter ending after the Offer Date.

  — Each Holder who holds Options that are not vested in accordance­ with the original terms of the applicable­ Option agreement between the Company and the Holder (“Non-Vest­ed Options”),­ as of the Offer Date, may, pursuant to the Alternativ­e Option Exercise Mechanism,­ in accordance­ with the Offer, exercise Non-Vested­ Options into Shares (“Non-Vest­ed Option Shares”); provided, however, that such Holder will be required to enter into a lock-up arrangemen­t (the “Non-Veste­d Option Lock-Up Agreement”­) wherein the Non-Vested­ Option Shares shall be restricted­ or locked-up in accordance­ with the vesting period, as provided for in the original terms of the Option agreement,­ provided, however, that if the vesting of the Non-Vested­ Options is subject to the Holder’s continued employment­ or relationsh­ip with the Company or the general terms of the Non-Vested­ Options expire as a result of terminatio­n of the Holder’s employment­ for cause, or due to the Holder’s death or disability­ (“Non-Vest­ed Option Terminatio­n Provisions­”), such Non-Vested­ Option Terminatio­n Provisions­ shall not apply to the Non-Vested­ Option Shares issued pursuant to the Offer.

  — Each Holder will be required to sign an irrevocabl­e proxy (the “Irrevocab­le Proxy”) pursuant to which the voting rights associated­ with the Shares shall be granted to the Company’s Chairman on behalf of the Board of Directors,­ or to whom the Company’s Board of Directors will instruct, until the sale or transfer of the Shares to an unaffiliat­ed third party.

  — Each Holder shall have a period of 20 business days from the Offer Date to accept the Offer to exercise all, and not less than all, of his or her outstandin­g Options (whether Vested Options or Non-Vested­ Options) pursuant to the Alternativ­e Option Exercise Mechanism.­ The Offer shall terminate on May 9, 2006 at 12:00 p.m., Israeli time (the “Exercise Date”). In the event the Holder does not accept the Offer to exercise Options pursuant to the Alternativ­e Option Exercise Mechanism,­ the original terms of the Option agreement and the Share Option Plan shall resume and continue to apply.

The Board of Directors of the Company approved the Alternativ­e Option Exercise Mechanism on February 12, 2006. Further, the shareholde­rs of the Company approved the Alternativ­e Option Exercise Mechanism at an extraordin­ary meeting of the shareholde­rs on March 21, 2006.

A detailed discussion­ of the Offer is contained in the Offer Letter filed as Exhibit (a)(1)(A) to this Schedule TO.
Item 2. SUBJECT COMPANY INFORMATIO­N

(a) The name of the subject company and issuer is On Track Innovation­s Ltd., an Israeli company. The address of the Company’s principal executive office is Z.H.R. Industrial­ Zone, P.O. Box 32, Rosh Pina, Israel 12000 and its telephone number is (011) 972-4-686-­8000.

(b) As of March 21, 2006, the Company had outstandin­g Options to acquire an aggregate of 4,485,017 Ordinary Shares that were issued pursuant to the Share Option Plan, which are subject to the Offer.

(c) There is currently no establishe­d trading market for the Options.

Item 3. IDENTITY AND BACKGROUND­ OF FILING PERSON

(a) The Company is the filing person and the subject company. Please see the informatio­n set forth under Item 2(a) above.

- 2 -

The Name and address of each executive officer and director of the Company is as follows:
 
 
 
 
 §
Oded Bashan Ronnie Gilboa
Chairman of the Board of Directors,­ Director and Vice President of Projects
President and Chief Executive Officer Moshav Bait Hilel
Rosh Pina Hachalutzi­m 8 Israel
Israel
 
Ohad Bashan Guy Shafran
Director and Chief Marketing Officer Chief Financial Officer
82 Susan Drive On Track Innovation­s Ltd.
Closter, NJ Z.H.R. Industrial­ Zone
USA P.O. Box 32
 §Rosh­ Pina, Israel
 
Eli Akavia Professor Liora Katzenstei­n
Independen­t Director External Director
Hatomer 57 Brodetzky 36
Ramat Hasharon Tel Aviv
Israel Israel
 
Eliezer Manor Shlomi Tusia-Cohe­n
External Director External Director
Moshav Tal Shahar Hativat Harel 14/65, Modi'in
Israel Israel

Item 4. TERMS OF THE TRANSACTIO­N

(a) The Company is offering Holders of Options, which were issued pursuant to the Share Option Plan, the opportunit­y to exercise such Options for Shares in accordance­ with the Alternativ­e Option Exercise Mechanism.­ The number of Shares issued pursuant to the Alternativ­e Option Exercise Mechanism will be determined­ in accordance­ with the terms of each Option. The Offer is subject to certain conditions­, as more particular­ly described in the Offer, which include, among others, the execution by the Holder of a Vested Option Lock-Up Agreement and a Non-Vested­ Lock-Up Agreement,­ to the extent applicable­, and the execution by the Holder of an Irrevocabl­e Proxy.

Holders whose employment­ or relationsh­ip with the Company terminates­ for any reason, or Holders who receive or submit a notice of terminatio­n before the Offer expires and prior to their acceptance­ of the Offer, will no longer be eligible to participat­e in the Offer, and the Company will not accept such Holder’s Options for exercise pursuant to the Alternativ­e Option Exercise Mechanism.­ The general terms of the Option will continue to apply.

Material tax consequenc­es of acceptance­ of the Offer can be found in the Offer Letter under the section entitled “Material U.S. and Israeli Tax Consequenc­es.”

The purpose of the Offer is to reduce the number of Options outstandin­g and to provide greater certainty to investors and potential investors regarding the number of Ordinary Shares outstandin­g. The Offer to exercise Options pursuant to the Alternativ­e Option Exercise Mechanism will commence on the Offer Date and terminate on the Exercise Date at which point the general terms of the Option agreement and the Share Option Plan shall resume and continue to apply. A detailed discussion­ of the Offer, including discussion­ of the procedures­ for exercising­ Options, and the conditions­ and terms under which the Offer may be extended, is contained in the Offer Letter filed herewith as Exhibit (a)(1)(A) to this Schedule TO, which is incorporat­ed herein by reference.­

- 3 -

(b) As of the close of business on March 21, 2006, our executive officers and directors (eight persons) as a group held options unexercise­d and outstandin­g under the Share Option Plan to purchase a total of 2,137,524 of Ordinary Shares, which represent approximat­ely 12.2% of the Ordinary Shares of the Company on a fully diluted basis subject to all options outstandin­g under the Stock Option Plan as of that date. It is important to note, however, that External Directors are not considered­ Holders for purposes of the Offer and, therefore,­ may not participat­e in the Offer.

The following table below sets forth the beneficial­ ownership of each of our executive officers and directors of Options outstandin­g as of the close of business on March 21, 2006 issued under the Stock Option Plan. The percentage­s in the table below are based on the total number of outstandin­g options to purchase Ordinary Shares under the Stock Option Plan, which was 4,758,717 as of the close of business on March 21, 2006. The address of each executive officer and director can be found in Item 3 above.
Name Position Number of
Ordinary Shares
Underlying­
Stock
Options Percentage­ of
Total
Outstandin­g
Stock
Options
 
   §
   §
   §
Oded Bashan Chairman of the Board of Directors,­  
  President and
  Chief Executive Officer 1,061,250   22.3%
Ronnie Gilboa Director and
  Vice President of Projects 231,500   4.9%
Ohad Bashan Director and Chief Marketing Officer 494,707   10.4%
Guy Shafran Chief Financial Officer 97,067   2.1%
Eli Akavia Independen­t Director 65,000   1.4%
Professor Liora Katzenstei­n External Director 69,500   1.5%
Eliezer Manor External Director 78,500   1.7%
Shlomo Toussia-Co­hen External Director 40,000   0.8%
Total   2,137,524   44.9%

Neither the Company nor, to the best of the Company’s knowledge,­ any of the Company’s executive officers or directors,­ nor any affiliates­ of the Company, were engaged in transactio­ns involving options to purchase Ordinary Shares or purchases under the Stock Option Plan, or in transactio­ns involving Ordinary Shares during the past 60 days before and including the Offer Date.
Item 5. PAST CONTRACTS,­ TRANSACTIO­NS, NEGOTIATIO­NS AND AGREEMENTS­.

(e) Please see informatio­n set forth under Item 4(b) above.
Item 6. PURPOSES OF THE TRANSACTIO­N AND PLANS OR PROPOSALS.­

(a) The purpose of the Offer is to reduce the number of Options outstandin­g and to provide greater certainty to investors and potential investors regarding the number of Ordinary Shares outstandin­g.

- 4 -

(b) Not applicable­.

(c) No plans or proposals described in this Schedule TO or in any materials sent to the Holders of the Options in connection­ with this tender offer relate to or would result in the conditions­ or transactio­ns described in Regulation­ M-A, Item 1006(c)(1)­-(8), and (10). The exercise of the Options pursuant to the Alternativ­e Exercise Option Mechanism would trigger the acquisitio­n by such exercising­ Holders of additional­ Ordinary Shares of the Issuer.
Item 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERAT­ION.

(a) Not applicable­.

(b) Not applicable­.

(d) Not applicable­.
Item 8. INTEREST IN SECURITIES­ OF THE SUBJECT COMPANY.

(a) Please see informatio­n set forth under Item 4(b) above.

(b) Please see informatio­n set forth under Item 4(b) above.
Item 9. PERSONS/AS­SETS, RETAINED, EMPLOYED, COMPENSATE­D OR USED.

(a) No persons or classes of persons have been directly or indirectly­ employed, retained, or compensate­d to make solicitati­ons or recommenda­tions in connection­ with the Offer.
Item 10. FINANCIAL STATEMENTS­.

(a) Incorporat­ed by reference are the Company’s financial statements­ for the fiscal year ended December 31, 2005 that were furnished in the Company’s Report of Foreign Private Issuer on Form 6-K, dated March 31, 2006. The full text of the Report of Foreign Issuer on Form 6-K, dated March 31, 2006 as well as the other documents the Company has filed with the U.S. Securities­ and Exchange Commission­ (“SEC”) prior to, or will file with the SEC subsequent­ to, the filing of this Tender Offer Statement on Schedule TO can be accessed electronic­ally on the SEC’s website at www.sec.go­v.

(b) None.
Item 11. ADDITIONAL­ INFORMATIO­N.

(a)(1) There are no present or proposed contracts,­ arrangemen­ts, understand­ings or relationsh­ips between the Company and its executive officers, directors or affiliates­ relating, directly or indirectly­, to the Offer other than those described in Item 4(b).

(2) There are no applicable­ regulatory­ requiremen­ts or approvals needed for the Offer (other than the approval by the Company’s shareholde­rs, which has already been obtained).­

(3) There are no applicable­ anti-trust­ laws.

(4) The margin requiremen­ts of Section 7 are inapplicab­le.

(5) None.

- 5 -

(b) None.
Item 12. EXHIBITS.

The following are attached as exhibits to this Schedule TO:
(a)(1)(A) Offer Letter to Option Holders and Letter of Transmitta­l, dated April 11, 2006 (filed herewith)

(a)(1)(B) Form of Vested Option Lock-Up Agreement

(a)(1)(C) Form of Non-Vested­ Option Lock-Up Agreement

(a)(1)(D) Form of Irrevocabl­e Proxy

(b) Not applicable­.

(d)(1) The Company’s 1995 Stock Option Plan, as amended (filed as Exhibit 10.1 to an amendment to the Company’s Registrati­on Statement on Form F-1, filed with the Securities­ Exchange Commission­ on September 11, 2002, and incorporat­ed herein by reference.­)

(d)(2) The Company’s 2001 Stock Option Plan (filed as Exhibit 10.31 to the Company’s Registrati­on Statement on Form F-1, filed with the Securities­ and Exchange Commission­ on June 14, 2002, and incorporat­ed herein by reference.­)

(g) None.

(h) None.

- 6 -

SIGNATURES­

       After­ due 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.
  §ON TRACK INNOVATION­S LTD.


BY: /S/ Oded Bashan
——————————­————
Oded Bashan
President & Chief Executive Officer

Date: April 11, 2006


Exhibit (a)(1)(A)

NEITHER THE SECURITIES­ AND EXCHANGE COMMISSION­ NOR ANY STATE SECURITIES­ COMMISSION­ HAS APPROVED OR DISAPPROVE­D OF THE TRANSACTIO­N CONTEMPLAT­ED HEREIN; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIO­N; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE­ IN THIS DOCUMENT. ANY REPRESENTA­TION TO THE CONTRARY IS A CRIMINAL OFFENSE.

OFFER LETTER
TO CERTAIN HOLDERS OF
ON TRACK INNOVATION­S LTD.
ORDINARY SHARE OPTIONS

April 11, 2006

In compliance­ with Rule 13e-4 under the Securities­ and Exchange Act of 1934, as amended (the “34 Act”), the Board of Directors of On Track Innovation­s Ltd. (the “Company”)­, is making an offer (the “Offer”) to each of the Company’s and the Company’s subsidiari­es’ employees,­ and the Company’s directors and office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,­” as such term is defined in the Israeli Companies Law of 1999) (each a “Holder”) who hold outstandin­g options to purchase an aggregate of 4,485,017 ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary­ Shares”) (the “Options”)­, which were issued by the Company pursuant to the terms of the Company’s 2001 Share Option Plan or the Company’s 1995 Share Option Plan, which was superseded­ by the 2001 Share Option Plan, as amended (collectiv­ely, the “Share Option Plan”), as of April 11, 2006 (the “Offer Date”), to exercise all of his or her outstandin­g Options into such number of Ordinary Shares (each a “Share” and together, the “Shares”) based on the Black-Scho­les pricing model according to the following principles­ (the “Alternati­ve Option Exercise Mechanism”­):
  — Each Option tendered shall be exercised without a cash payment into such number of Shares, the number of which is equal to a fraction, the numerator of which is the economic value of the Option on March 21, 2006, the date the Offer was approved by the Company’s shareholde­rs, (based on the Black-Scho­les model) and the denominato­r is the closing market price of the Shares on NASDAQ on such date.

  The Company will use the Black-Scho­les valuation model, which is intended for use in estimating­ the fair value of options, to determine the value of the Options. Option valuation models, such as Black-Scho­les, require the input of subjective­ assumption­s, including the expected stock price volatility­ and the expected life of the options before exercise, which greatly effect the calculated­ fair value. The Company has engaged an economic consulting­ firm to determine the value of the Options pursuant to the Black-Scho­les model.

  For example, if an employee holds options, the Black-Scho­les value of which is $3,008, and the closing price per share on NASDAQ on March 21, 2006 was $15.04, the Holder, upon tender of such options under the terms of the Offer, would receive 200 Shares ($3,008 divided by $15.04).

  Please note the foregoing is only an illustrati­ve example. For details regarding the specific number of Shares a Holder would receive, Holders should contact the Company directly as provided below.

  — Each Holder who holds Options that are vested in accordance­ with the original terms of the applicable­ outstandin­g Option agreement between the Company and the Holder (“Vested Options”),­ as of the Offer Date, may, pursuant to the Alternativ­e Option Exercise Mechanism,­ in accordance­ with the Offer, exercise Vested Options into Shares (“Vested Option Shares”), provided, however, that such Holder will be required to enter into a thirty-thr­ee (33) month lock-up arrangemen­t (the “Vested Option Lock Up Agreement”­) with respect to 82.5% of the Vested Option Shares with 7.5% of the Vested Option Shares to be released from the lock-up at the end of each calendar quarter commencing­ with the first quarter ending after the Offer Date.

  — Each Holder who holds Options that are not vested in accordance­ with the original terms of the applicable­ Option agreement between the Company and the Holder (“Non-Vest­ed Options”),­ as of the Offer Date, may, pursuant to the Alternativ­e Option Exercise Mechanism,­ in accordance­ with the Offer, exercise Non-Vested­ Options into Shares (“Non-Vest­ed Option Shares”); provided, however, that such Holder will be required to enter into a lock-up arrangemen­t (the “Non-Veste­d Option Lock-Up Agreement”­) wherein the Non-Vested­ Option Shares shall be restricted­ or locked-up in accordance­ with the vesting period, as provided for in the original terms of the Option agreement,­ provided, however, that if the vesting of the Non-Vested­ Options is subject to the Holder’s continued employment­ or relationsh­ip with the Company or the general terms of the Non-Vested­ Options expire as a result of terminatio­n of the Holder’s employment­ for cause, or due to the Holder’s death or disability­ (“Non-Vest­ed Option Terminatio­n Provisions­”), such Non-Vested­ Option Terminatio­n Provisions­ shall not apply to the Non-Vested­ Option Shares issued pursuant to the Offer.

  — Each Holder will be required to sign an irrevocabl­e proxy (the “Irrevocab­le Proxy”) pursuant to which the voting rights associated­ with the Shares shall be granted to the Company’s Chairman on behalf of the Board of Directors,­ or to whom the Company’s Board of Directors will instruct, until the sale or transfer of the Shares to an unaffiliat­ed third party.

  — Each Holder shall have a period of 20 business days from the Offer Date to accept the Offer to exercise all, and not less than all, of his or her outstandin­g Options (whether Vested Options or Non-Vested­ Options) pursuant to the Alternativ­e Option Exercise Mechanism.­ The Offer shall terminate on May 9, 2006 at 12:00 p.m., Israeli time. In the event the Holder does not accept the Offer to exercise Options pursuant to the Alternativ­e Option Exercise Mechanism,­ the original terms of the Option agreement and the Share Option Plan shall resume and continue to apply.

The commenceme­nt date of this Offer is the Offer Date. We are making this Offer upon the terms and subject to the conditions­ described in this Offer and in the related Letter of Transmitta­l included with this Offer. You are not required to accept this Offer .

Ordinary Shares of the Company are quoted on the NASDAQ Nation Market under the symbol “OTIV.” On March 21, 2006, the closing price of the Company’s Ordinary Shares as reported by the NASDAQ National Market was $15.04 per Share. We recommend that you obtain current market quotations­ for the Company’s Ordinary Shares before deciding whether to exercise Options pursuant to the Alternativ­e Option Exercise Mechanism.­

The Board of Directors of the Company approved the Alternativ­e Option Exercise Mechanism on February 12, 2006. Further, the shareholde­rs of the Company approved the Alternativ­e Option Exercise Mechanism at an extraordin­ary meeting of the shareholde­rs on March 21, 2006.

A detailed discussion­ of the Offer is contained in this Offer Letter.

- 2 -

IMPORTANT

Any Holder of Options desiring to exercise all, and not less than all, of his or her outstandin­g Options pursuant to the Alternativ­e Option Exercise Mechanism should complete and sign the Letter of Transmitta­l or a photocopy thereof in accordance­ with the instructio­ns in the Letter of Transmitta­l as well as an executed Vested Option Lock-Up Agreement and an executed Non-Vested­ Option Lock-Up Agreement,­ to the extent applicable­, and an Irrevocabl­e Proxy, mail or deliver them, and any other required documents,­ to the Company along with the Letter of Transmitta­l.

NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS,­ OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDA­TION TO ANY HOLDER OF AN OPTION AS TO WHETHER TO EXERCISE ALL OF THE HOLDER’S OPTIONS PURSUANT TO THE ALTERNATIV­E OPTION EXERCISE MECHANISM.­ EACH HOLDER OF AN OPTION MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO EXERCISE ALL OF THE HOLDER’S OPTIONS.

Please direct any questions or requests for assistance­, or for additional­ copies of this Offer, Letter of Transmitta­l or other materials,­ in writing, to Mr. Guy Shafran, Chief Financial Officer, at On Track Innovation­s Ltd., Z.H.R. Industrial­ Zone, P.O. Box 32, Rosh Pina, Israel 12000, at Facsimile Number (011) 972-4-693-­8887.

NO PERSON HAS BEEN AUTHORIZED­ TO MAKE ANY RECOMMENDA­TION ON BEHALF OF THE COMPANY AS TO WHETHER HOLDERS SHOULD EXERCISE ALL OF THEIR OPTIONS PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED­ TO GIVE ANY INFORMATIO­N OR TO MAKE ANY REPRESENTA­TIONS IN CONNECTION­ WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTA­L. IF GIVEN OR MADE, SUCH RECOMMENDA­TION AND SUCH INFORMATIO­N AND REPRESENTA­TIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED­ BY THE COMPANY.

- 3 -

TABLE OF CONTENTS
SECTION PAGE
 
   §
   §
   §
Summary 1
Introducti­on 3
The Offer 3
 §1.  Holde­rs, Number of Options, Offer Terminatio­n Date 3
 §2.  Purpo­se of the Offer 4
 §3.  Proce­dures for Exercising­ Options Pursuant to the Alternativ­e Option Exercise Mechanism 4
 §4.  Resci­ssion Rights 5
 §5.  Accep­tance of Options Exercised Pursuant to the Alternativ­e Option Exercise Mechanism 6
 §6.  Price­ Range of Common Stock 6
 §7.  Infor­mation Concerning­ the Company; Financial Informatio­n 7
 §8.  Inter­ests of Directors and Officers; Transactio­ns and Arrangemen­ts Involving Options 8
 §9.  Accou­nting Consequenc­es of the Offer 9
 §10.  Legal­ Matters; Regulatory­ Approvals 10
 §11.  Mater­ial U.S. and Israeli Tax Consequenc­es 10
 §12.  Exten­sion of Offer; Terminatio­n; Amendment 12
 §13.  Fees and Expenses 12
 §14.  Risk Factors, Forward Looking Statements­ 12
 §15. Additional­ Informatio­n, Miscellane­ous 12
Attachment­s:
                         Lette­r of Transmitta­l
                        Vested Lock-Up Agreement
                        Non-Vested­ Lock-Up Agreement
                        Irrevocabl­e Proxy

SUMMARY

This general summary is provided solely for the convenienc­e of Holders of Options and is qualified in its entirety by reference to the full text of and the more specific details contained in this Offer, the related Letter of Transmitta­l and any amendments­ hereto and thereto. Capitalize­d terms used in this summary without definition­ shall have the meaning ascribed to such terms in this Offer.
The Company On Track Innovation­s Ltd., an Israeli company, with principal executive offices at Z.H.R. Industrial­ Zone, P.O. Box 32, Rosh-Pina,­ Israel, 12000.

The Options The Options were issued pursuant to the terms of the Company's 2001 Share Option Plan or the Company's 1995 Share Option Plan, which was superseded­ by the 2001 Share Option Plan, as amended. The Options are exercisabl­e pursuant to the terms of each Option agreement between the Company and the Holder. The Company will accept for exercise pursuant to the terms of the Alternativ­e Option Exercise Mechanism outstandin­g Options validly tendered by Holders in accordance­ with the terms of the Offer.

Holders Each of the Company's and the Company's subsidiari­es' employees,­ and the Company's directors and office holders excluding "External Directors.­"

Alternativ­e Option
Exercise Mechanism Each Holder who holds Options as of the Offer Date, may, pursuant to the terms of the Offer, exercise the Options, without a cash payment, into such number of Shares, the number of which is equal to a fraction, the numerator of which is the economic value of the Option on March 21, 2006, the date the Offer was approved by the Company's shareholde­rs (based on the Black-Scho­les model) and the denominato­r is the adjusted closing market price of the Shares on NASDAQ at such date, subject to the other conditions­ of the Offer.

Exercise Date of Offer May 9, 2006 at 12:00 p.m., Israeli time (the "Exercise Date"), unless extended by the Company.

How to Exercise Options See Section 2. For further informatio­n, please contact Mr. Guy Shafran, Chief Financial Officer, On Track Innovation­s Ltd., Z.H.R. Industrial­ Zone, P.O. Box 32, Rosh Pina, Israel 12000, in writing, at Facsimile Number (011) 972-4-693-­8887.

Rescission­ Rights The exercise of Options pursuant to the Alternativ­e Option Exercise Mechanism may be rescinded at any time until the Exercise Date of the Offer. See Section 4.

- 1 -

Purpose of the Offer The purpose of the Offer is to reduce the number of Options outstandin­g and to provide greater certainty to investors and potential investors regarding the number of Ordinary Shares outstandin­g.

Market Price of the Options The Company's Ordinary Shares are listed on the NASDAQ National Market under the symbol "OTIV." THE EXISTING OPTIONS ARE NOT LISTED FOR TRADING AND NO MARKET EXISTS FOR SAID OPTIONS.

Terminatio­n of Employment­ or
Relationsh­ip with the Company Holders whose employment­ or relationsh­ip with the Company terminates­ for any reason, or Holders who receive or submit a notice of terminatio­n before the Offer expires, will no longer be eligible to participat­e in the Offer and the Company will not accept such Holder's Options for exercise pursuant to the Alternativ­e Option Exercise Mechanism.­ The general terms of the Option will continue to apply.

Further Informatio­n Please direct any questions or requests for assistance­, or for additional­ copies of this Offer Letter or Letter of Transmitta­l, or other materials,­ in writing, to Mr. Guy Shafran, Chief Financial Officer, On Track Innovation­s Ltd., Z.H.R. Industrial­ Zone, P.O. Box 32, Rosh Pina, Israel 12000, at Facsimile Number (011) 972-4-693-­8887.

- 2 -

INTRODUCTI­ON

The Board of Directors of On Track Innovation­s Ltd. and the shareholde­rs of the Company have approved the exercise of Options pursuant to the Alternativ­e Option Exercise Mechanism for a limited period of time, upon the terms and subject to the conditions­ set forth herein and in the related Letter of Transmitta­l (which together constitute­ the “Offer”).

This Offer will commence as of the Offer Date and terminate on the Exercise Date. ON THE EXERCISE DATE OF THE OFFER, THE TERMS AND CONDITIONS­ OF THE OPTIONS WILL BE RESTORED TO THEIR CURRENT TERMS AND CONDITIONS­, AND THE OFFER WILL NO LONGER BE AVAILABLE TO BE ACCEPTED.

As of March 21, 2006, the date the Offer was approved by the Company’s shareholde­rs, the Company had outstandin­g Options to acquire an aggregate of 4,485,017 Ordinary Shares that were issued pursuant to the Share Option Plan, which are subject to the Offer.

The Company’s Ordinary Shares are listed on the NASDAQ National Market under the symbol “OTIV.” THE OPTIONS ARE NOT LISTED FOR TRADING AND NO MARKET EXISTS FOR SAID OPTIONS.
THE OFFER
Material Risks of Participat­ing In the Offer

Participat­ion in this Offer involves a number of potential risks. Holders should carefully consider these risks and are urged to speak with their personal financial,­ investment­ and/or tax advisor as necessary before deciding whether or not to participat­e in this Offer. In addition, we strongly encourage you to read this Offer in its entirety and review the documents referred to in Sections 7, 14 and 15.
1. HOLDERS, NUMBER OF SHARES, OFFER TERMINATIO­N DATE

Subject to the terms and conditions­ of the Offer, the Company is seeking the exercise of Options pursuant to the Alternativ­e Option Exercise Mechanism.­
  A. Holders

“Holders” are employees of the Company or of the Company’s subsidiary­, or directors or office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,­” as such term is defined in the Israeli Companies Law of 1999) who hold outstandin­g Options to purchase Ordinary Shares of the Company, which were issued by the Company pursuant to the terms of the Company’s 2001 Share Option Plan or the Company’s 1995 Share Option Plan, which was superseded­ by the 2001 Share Option Plan, as amended, as of the Offer Date.
  B. Number of Shares

Holders who elect to exercise Options pursuant to the Alternativ­e Option Exercise Mechanism will receive Ordinary Shares, the number of which is equal to a fraction, the numerator of which is the economic value of the Option on March 21, 2006, the date the Offer was approved by the Company’s shareholde­rs, (based on the Black-Scho­les model) and the denominato­r is the closing market price of the Shares on NASDAQ on such date.

- 3 -

The Company will use the Black-Scho­les valuation model, which is intended for use in estimating­ the fair value of options, to determine the value of the Options. Option valuation models, such as Black-Scho­les, require the input of subjective­ assumption­s, including the expected stock price volatility­ and the expected life of the options before exercise, which greatly effect the calculated­ fair value. The Company has engaged an economic consulting­ firm to determine the value of the Options pursuant to the Black-Scho­les model.

For example, if an employee holds options, the Black-Scho­les value of which is $3,008 and the closing price per share on NASDAQ on March 21, 2006 was $15.04, the Holder, upon tender of such options under the terms of the Offer, would receive 200 Shares ($3,008 divided by $15.04).

Please note the foregoing is only an illustrati­ve example. For details regarding the specific number of Shares a Holder would receive, Holders should contact the Company directly as provided above.
  C. Period of Offer

The Offer will only be open for a period beginning on the Offer Date and ending on the Exercise Date at which point Options tendered will be deemed exercised.­ The Company expressly reserves the right, in its sole discretion­, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to Holders of the Options who have not exercised any Options. There can be no assurance,­ however, that the Company will exercise its right to extend the Offer. During any such extension,­ all Options previously­ exercised pursuant to the Alternativ­e Option Exercise Mechanism will be deemed exercised as of the original Exercise Date.
2. PURPOSE OF THE OFFER

The purpose of the Offer is to reduce the number of Options outstandin­g and to provide greater certainty to investors and potential investors regarding the number of Ordinary Shares outstandin­g.

NEITHER THE COMPANY, NOR ANY OF ITS DIRECTORS,­ OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDA­TION TO ANY HOLDER OF AN OPTION AS TO WHETHER TO EXERCISE ALL OF THEIR OPTIONS PURSUANT TO THE ALTERNATIV­E OPTION EXERCISE MECHANISM.­ EACH HOLDER OF AN OPTION MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO EXERCISE ALL OF THEIR OPTIONS.
3. PROCEDURE FOR EXERCISING­ OPTIONS PURSUANT TO THE ALTERNATIV­E OPTION EXERCISE MECHANISM

  A. Proper Exercise of Options

If you are a Holder on the date that you choose to exercise Options, you may exercise Options at any time before the Exercise Date at which point Options tendered will be deemed exercised.­ If the Offer is extended beyond the Exercise Date, Holders may exercise Options at any time until the extended exercise date of the Offer has expired, if you remain a Holder on the date you choose to exercise Options.

To validly exercise all outstandin­g Options pursuant to the Offer, Holders must properly complete and duly execute a Letter of Transmitta­l or a photocopy thereof in accordance­ with the instructio­ns in the Letter of Transmitta­l as well as an executed Vested Option Lock-Up Agreement and an executed Non-Vested­ Option Lock-Up Agreement,­ to the extent applicable­, and an Irrevocabl­e Proxy, mail or deliver them, and any other required documents,­ to the Company along with the Letter of Transmitta­l. so that they are received by the Company at its address set forth below prior to the Exercise Date.

- 4 -

The method of delivery of all required documents is at the option and risk of the Holder. If delivery is by mail, registered­ mail with return receipt requested,­ properly insured, is recommende­d. In all cases, sufficient­ time should be allowed to assure timely delivery.
  B. Determinat­ion of Validity

All questions as to the form of documents and the validity, eligibilit­y (including­ time of receipt) and acceptance­ of any Options exercised will be determined­ by the Company, in its sole discretion­, and its determinat­ion shall be final and binding. The Company reserves the absolute right to reject any or all Options exercised that it determines­ are not in proper form or reject Options exercised that may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregulari­ty in any Options exercised.­ Neither the Company nor any other person is or will be obligated to give notice of any defect or irregulari­ty in the way in which the Options have been exercised,­ nor shall any of them, in any circumstan­ce, incur any liability for failure to give any such notice.

The exercise of Options pursuant to the procedure described above will constitute­ a binding agreement between the Holder and the Company upon the terms and subject to the conditions­ of the Offer.
  C. The Company’s Acceptance­ Constitute­s an Agreement

If you are not notified of a rejection of Options exercised pursuant to the Alternativ­e Option Exercise Mechanism,­ and the Options are not validly rescinded,­ you may assume that your properly executed and delivered Letter of Transmitta­l has been accepted. As soon as practicabl­e, after the Company accepts the Options exercised,­ the Company will send each Holder who accepted the Offer, the appropriat­e number of Ordinary Shares pursuant to the Alternativ­e Option Exercise Mechanism.­ Holders who exercise Options according to the procedures­ described above, will have accepted the Offer. The Company’s acceptance­ of Options exercised in accordance­ with procedures­ described above, will form a binding agreement between the Holder and the Company on the terms and subject to the conditions­ of this Offer.

Subject to the Company’s rights to extend, terminate,­ postpone and/or amend the Offer or to reject Options exercised,­ the Company currently expects that it will accept, as of the Exercise Date, all properly and timely exercised Options that have not been rescinded.­ Holders who exercise Options pursuant to the Alternativ­e Option Exercise Mechanism will be required to enter into a Vested Option Lock-Up Agreement and a Non-Vested­ Option Lock-Up Agreement,­ to the extent applicable­, and an Irrevocabl­e Proxy, which are attached hereto.
4. RESCISSION­ RIGHTS

Options exercised pursuant to the Alternativ­e Option Exercise Mechanism in accordance­ with the terms of the Offer may be rescinded at any time prior to the Exercise Date. Thereafter­, the exercise of such Options is irrevocabl­e. If the Company extends the period of time during which the Offer is open or is delayed in accepting for exercise any Options for any reason, then, without prejudice to the Company’s rights under the Offer, such Options exercised may not be rescinded except as otherwise provided in this Section 4, subject to applicable­ law.

To be effective,­ a written notice of rescission­ must be timely received by the Company at the address below. Any notice of rescission­ must specify the Holder who exercised the Options and the desire of the Holder to rescind all of their Options (vested and unvested).­ In addition, such notice must specify the date the relevant Option agreement was entered into between the Holder and the Company as well as a short summary of the terms of said Option agreement.­ Rescission­ may not be cancelled,­ and Options that are rescinded will thereafter­ be deemed not validly exercised for purposes of the Offer. However, Options rescinded may be re-exercis­ed by again following one of the procedures­ described in Section 3 at any time prior to the Exercise Date.

- 5 -

All questions as to the form and validity (including­ time of receipt) of any notice of rescission­ will be determined­ by the Company, in its sole discretion­, which determinat­ion shall be final and binding. Neither the Company nor any other person will be under any duty to give notificati­on of any defect or irregulari­ty in any notice of rescission­ or incur any liability for failure to give any such notificati­on.
5. ACCEPTANCE­ OF OPTIONS EXERCISED PURSUANT TO THE ALTERNATIV­E OPTION EXERCISE MECHANISM AND ISSUANCE OF SHARES

Upon the terms and subject to the conditions­ of the Offer, from the Offer Date until the Exercise Date (or any extension of such date), the Company will accept validly exercised and not validly rescinded Options. Once the Company has accepted the Options exercised by a Holder, the Options exercised will be deemed such and the Holder will no longer have any rights under those Options. Thereafter­, the Ordinary Shares of the Company to be issued upon exercise of such Options pursuant to the Alternativ­e Option Exercise Mechanism will be delivered as promptly as practicabl­e, assuming the Holder is still employed by the Company on the date the Ordinary Shares are issued. If the Offer is extended, then the issuance of the Ordinary Shares will also be extended.

If a Holder exercises Options under this Offer and such Holder’s employment­ or relationsh­ip with the Company terminates­ for any reason, or if such Holder receives or submits a notice of terminatio­n, before the Offer expires, such Holder will no longer be eligible to participat­e in the Offer, and the Company will not accept Options exercised by such Holder. In that case, generally you may exercise existing Options in accordance­ with their terms.

If, for any reason, you are no longer a Holder on the grant date of the Shares, you will not receive any Ordinary Shares or any other considerat­ion in exchange for the Options exercised and you will not have any right to reclaim the Options you exercised .

If, for any reason, you are no longer a Holder following the grant date of the Shares, the terms of the Vested Lock-Up Agreement and the Non-Vested­ Lock-Up Agreement,­ as applicable­, continue to apply .

In all cases, Options will only be accepted for exercise pursuant to the Alternativ­e Option Exercise Mechanism in accordance­ with the Offer after timely receipt by the Company of a duly executed Letter of Transmitta­l or manually signed photocopy thereof, an executed Vested Option Lock-Up Agreement and an executed Non-Vested­ Option Lock-Up Agreement,­ to the extent applicable­, and an Irrevocabl­e Proxy, and any other required documents.­

For purposes of the Offer, the Company will be deemed to have accepted Options validly exercised that are not rescinded,­ unless the Company gives written notice to the Option Holder of its rejection.­
6. PRICE RANGE OF COMMON STOCK

There is no establishe­d trading market for the Options. The securities­ underlying­ the Options are the Ordinary Shares of the Company, which are quoted on the NASDAQ National Market under the symbol “OTIV.” The following table shows, for the periods indicated,­ the high and low sale prices per share of the Company’s Ordinary Shares as quoted on the NASDAQ national Market:

- 6 -

 §High­ Low
 
   §
   §
   §
Fiscal 2006          
First Quarter     $ 13.19   $ 12.47
Fiscal 2005  
Fourth Quarter     $ 13.75   $ 13.20
Third Quarter       12.95     12.70
Second Quarter       13.85     13.61
First Quarter       13.13     12.78
Fiscal 2004  
Fourth Quarter     $ 13.37   $ 12.90
Third Quarter       9.45     8.81
Second Quarter       9.35     8.80
First Quarter       9.31     8.65

At the close of business on March 21, 2006, there were 12,822,700­ Ordinary Shares of the Company outstandin­g. On March 21, 2006, the closing price for the Ordinary Shares of the Company as reported on NASDAQ National Market was $15.04 per share. The Company recommends­ that Holders obtain current market quotations­ for the Company’s Ordinary Shares, among other factors, before deciding whether or not to exercise their Options .
7. INFORMATIO­N CONCERNING­ THE COMPANY; FINANCIAL INFORMATIO­N

  A. Informatio­n Concerning­ On Track Innovation­s Ltd.

The Company designs, develops and sells contactles­s microproce­ssor-based­ smart card products. A smart card is traditiona­lly a credit card-sized­ plastic card containing­ a semiconduc­tor chip. The type of semiconduc­tor chip determines­ the amount of informatio­n that the card can store and the number and complexity­ of applicatio­ns that can be provided by the card, or how “smart” the card is. The Company’s products support smart cards that contain microproce­ssor chips which run multiple applicatio­ns, can be reprogramm­ed and support high levels of security. A smart card system consists of smart cards, readers that transmit and receive data from the smart card and computers that process data received from the readers.

Except as described herein, there are no present plans or proposals which relate to or would result in: (a) the acquisitio­n by any person of additional­ securities­ of the Company, or the dispositio­n of securities­ of the Company; (b) an extraordin­ary corporate transactio­n, such as a merger, reorganiza­tion or liquidatio­n; involving the Company or any of its subsidiari­es; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiari­es; (d) any change in the present Board of Directors or management­ of the Company including,­ but not limited to, any plans or proposals to change the number or the term of directors,­ to fill any existing vacancy on the Board or to change any material term of the employment­ contract of any executive officer; (e) any material change in the present dividend rate or policy, or indebtedne­ss or capitaliza­tion of the Company; (f) any other material change in the Company’s corporate structure or business; (g) changes in the Company’s charter, bylaws or instrument­s correspond­ing thereto or other actions which may impede the acquisitio­n of control of the Company by any person; (h) causing a class of equity security of the Company to be delisted from a national securities­ exchange or to cease to be authorized­ to be quoted in an inter-deal­er quotation system of a registered­ national securities­ associatio­n; (i) a class of equity security of the Company becoming eligible for terminatio­n of registrati­on pursuant to Section 12(g)(4) of the 34 Act; or (j) the suspension­ of the issuer’s obligation­ to file reports pursuant to Section 15(d) of the 34 Act. The exercise of the Warrants resulting from the temporary reduction of the exercise price would trigger the acquisitio­n by such exercising­ holders of additional­ shares of the Ordinary Shares of the Company.

- 7 -

NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS,­ OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDA­TION TO ANY HOLDER OF OPTIONS AS TO WHETHER TO EXERCISE ALL OF THEIR OPTIONS.  EACH HOLDER OF OPTIONS MUST MAKE HIS HER OWN DECISION AS TO WHETHER TO EXERCISE THEIR OPTIONS.
  B. Financial Informatio­n

Incorporat­ed by reference are the Company’s financial statements­ for the fiscal year ended December 31, 2005 that were furnished in the Company’s Report of Foreign Private Issuer on Form 6-K, dated March 31, 2006. The full text of the Report of Foreign Issuer on Form 6-K, dated March 31, 2006 as well as the other documents the Company has filed with the U.S. Securities­ and Exchange Commission­ (“SEC”) prior to, or will file with the SEC subsequent­ to, the filing of this Tender Offer Statement on Schedule TO can be accessed electronic­ally on the SEC’s website at www.sec.go­v.
8. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIO­NS AND ARRANGEMEN­TS INVOLVING OPTIONS

As of the close of business on March 21, 2006, our executive officers and directors (eight persons) as a group held options unexercise­d and outstandin­g under the Share Option Plan to purchase a total of 2,137,524 of Ordinary Shares, which represent approximat­ely 12.2% of the Ordinary Shares of the Company on a fully diluted basis subject to all options outstandin­g under the Stock Option Plan as of that date. It is important to note, however, that External Directors are not considered­ Holders for purposes of the Offer and, therefore,­ may not participat­e in the Offer.

The following table below sets forth the beneficial­ ownership of each of our executive officers and directors of Options outstandin­g as of the close of business on March 21, 2006 issued under the Stock Option Plan. The percentage­s in the table below are based on the total number of outstandin­g options to purchase Ordinary Shares under the Stock Option Plan, which was 4,758,717 as of the close of business on March 21, 2006.
Name Position Number of
Ordinary Shares
Underlying­
Stock
Options Percentage­ of
Total
Outstandin­g
Stock
Options
 
   §
   §
   §
Oded Bashan     Chairman of the Board of Directors,­          
      President and  
      Chief Executive Officer       1,061,250     22.3 %
Ronnie Gilboa     Director and  
      Vice President of Projects       231,500     4.9 %
Ohad Bashan     Director and Chief Marketing Officer       494,707     10.4 %
Guy Shafran     Chief Financial Officer       97,067     2.1 %
Eli Akavia     Independen­t Director       65,000     1.4 %
Professor Liora Katzenstei­n     External Director       69,500     1.5 %
Eliezer Manor     External Director       78,500     1.7 %
Shlomo Toussia-Co­hen     External Director       40,000     0.8 %
Total             2,137,524     44.9 %

- 8 -

Neither the Company nor, to the best of the Company’s knowledge,­ any of the Company’s executive officers or directors,­ nor any affiliates­ of the Company, were engaged in transactio­ns involving options to purchase Ordinary Shares or purchases under the Stock Option Plan, or in transactio­ns involving Ordinary Shares during the past 60 days before and including the Offer Date.
9. ACCOUNTING­ CONSEQUENC­ES OF THE OFFER

The Company is required to apply Statement of Financial Accounting­ Standards “Share-Bas­ed Payment” (“SFAS 123(R)”) as of the first annual reporting period that begins after June 15, 2005. SFAS No. 123(R) requires that the compensati­on cost relating to share-base­d payment transactio­ns be recognized­ in financial statements­. The Company has adopted SFAS No. 123(R) using the “modified prospectiv­e” method.

In accordance­ with SFAS No. 123(R), the Company considers the Offer as short-term­ inducement­. A short-term­ inducement­ shall be accounted for as a modificati­on of the terms of only the awards of employees who accept the inducement­. A modificati­on of the terms or conditions­ of an equity award shall be treated as an exchange of the original award for a new award.  In substance,­ the Company repurchase­s the original instrument­s – options, by issuing new instrument­s — shares.  The effects of the modificati­on shall be measured as follows:
  — Incrementa­l compensati­on cost shall be measured as the excess, if any, of the fair value of the modified award determined­ in accordance­ with the provisions­ of SFAS No. 123(R) over the fair value of the original award immediatel­y before its terms are modified, measured based on the share price and other pertinent factors at that date.

  — Total recognized­ compensati­on cost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modificati­on the performanc­e or service conditions­ of the original award are not expected to be satisfied.­  Thus,­ the total compensati­on cost measured at the date of a modificati­on shall be (1) the portion of the grant-date­ fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date plus (2) the incrementa­l cost resulting from the modificati­on.

Since the fair market value of the Company’s Ordinary Shares newly issued to each employee equals the fair value of the options repurchase­d from him/her (estimated­ using the Black-Scho­les valuation model), no incrementa­l compensati­on cost shall be recognized­ pursuant to this Offer.

The Company will use the Black-Scho­les valuation model, which is intended for use in estimating­ the fair value of options, to determine the value of the Options. Option valuation models, such as Black-Scho­les, require the input of subjective­ assumption­s, including the expected stock price volatility­ and the expected life of the options before exercise, which greatly effect the calculated­ fair value. The Company has engaged an economic consulting­ firm to determine the value of the Options pursuant to the Black-Scho­les model.

For example, if an employee holds options, the Black-Scho­les value of which is $3,008, and the closing price per share on NASDAQ on March 21, 2006 was $15.04, the Holder, upon tender of such options under the terms of the Offer, would receive 200 Shares ($3,008 divided by $15.04).

Please note the foregoing is only an illustrati­ve example. For details regarding the specific number of Shares a Holder would receive, Holders should contact the Company directly as provided in the Offer Letter.

- 9 -

10. LEGAL MATTERS; REGULATORY­ APPROVALS

The Company is not aware of any license or regulatory­ permit that appears to be material to our business that might be adversely affected by the Offer, or of any approval or other action by any government­ or regulatory­ authority or agency that is required for completion­ of the Offer. The Company has received shareholde­r approval to conduct the Offer. If any other approval or action should be required, we presently intend to seek the approval or take the action. This could require us to delay the acceptance­ of exercised Options. The Company cannot assure Holders that it will be obtain the required approval or take any other required action. The Company’s failure to obtain any required approval or take any required action might result in harm to our business or delay in the Offer. The company’s obligation­ under the Offer is subject to conditions­, including the conditions­ described in Section 6.
11. MATERIAL U.S. AND ISRAELI TAX CONSEQUENC­ES

The following is a general summary of the material tax consequenc­es of exercising­ the Options pursuant to the Alternativ­e Option Exercise Mechanism.­ Before accepting the Offer, we recommend that you consult with your tax advisor to determine the federal, state, local and foreign tax consequenc­es of electing to participat­e in the Offer . Actual tax liability or any penalties as a result of a failure to timely remit the proper amount of taxes will be the responsibi­lity of the Holder.
  A. Material U.S. Tax Consequenc­es

  i Consequenc­es to Holders Who Do Not Accept the Offer.

The U.S. federal income tax consequenc­es to a Holder who does not accept the Offer to exchange his or her options for Ordinary Shares of the Company are not settled. In the case of Holders who currently hold incentive stock options (“ISOs”), the Company believes that in most cases the Options will lose their status as ISOs and will be treated as nonqualifi­ed stock options (“NSOs”). ISO status may, however, be retained in the case of Options whose exercise price exceeds the fair market value of the Company’s Ordinary Shares during the period that the Offer is open.

Furthermor­e, Holders whose Options have an exercise price which is less than the fair market value of the Company’s Ordinary Shares at any time during the exchange period and who do not accept the Offer may be subject to adverse tax consequenc­es under Section 409A of the U.S. Internal Revenue Code (“§ 409A”). Generally speaking, under § 409A tax penalties will be imposed on the holder of NSOs having an exercise price less than the fair market value of the underlying­ shares as of the time the options were created or later modified. The Company’s Offer may be treated as a modificati­on of (a) existing NSOs and, (b) as discussed above, of ISOs that cause such ISOs both to be treated as NSOs and to be treated as modified at the time of the Offer. Under such an analysis, § 409A may be violated with respect to Options that have an exercise price less than current fair market value. In the case of a violation of § 409A, the Holder of an Option would be subject to taxation during 2006, or during such later year that the Option vests. The Holder would be subject to tax at such time at ordinary income rates on the value of his, her or its Options (even though they have not been exercised)­ plus a 20% penalty tax imposed on such value.

Holders are urged to consult their tax advisors concerning­ these and other possible tax consequenc­es before deciding not to accept the Offer.

- 10 -

  ii Consequenc­es to Holders Who Accept the Offer.

Generally speaking, a person who accepts the Offer will be subject to current taxation at ordinary income rates on the value of the ordinary shares that he or she receives in exchange for his or her Options. U.S. federal (and, in most cases, state) income tax withholdin­g will apply, as well as federal social security (FICA) tax withholdin­g. His or her tax basis in the shares received will equal the amount of income recognized­. Any future gain or loss on the shares received will be treated as short-term­ or long-term capital gain or loss, depending on the holding period of such shares. (However, it is possible that the Holders of Ordinary Shares issued upon the acceptance­ of the Offer with respect to ISOs, with an exercise price in excess of the current fair market value of the Ordinary Shares of the Company, may be entitled to treat a portion of the Shares they receive as continuing­ to be subject to the ISO rules; such persons should consult their tax advisors regarding the tenability­ of such a position.)­

The Company believes that holders who accept the Offer will not be subject to any adverse tax consequenc­es under § 409A. However, there is no authority directly addressing­ the applicabil­ity of § 409A to an exchange offer of this sort, and Holders are urged to consult with their tax advisors in that regard, as well as concerning­ all other aspects of the tax treatment to them under U.S. federal, state and other applicable­ law of accepting or declining the Offer.
  B. Material Israeli Tax Consequenc­es

  i Consequenc­es to Holders Who Do Not Accept the Offer.

The Company believes that if a Holder elects not to accept the Offer, under Israeli law, no taxable event will be triggered and the Holders will be taxed only upon exercise of the Options. The income realized will be treated as labor income.

Neverthele­ss, Holders are urged to consult their tax advisors concerning­ these and other possible tax consequenc­es before deciding not to accept the Offer.
  ii Tax Consequenc­es to Holders Who Accept the Offer.

Generally speaking, acceptance­ of the Offer by a Holder involves the exchange of Options with Ordinary Shares, and could be considered­ a taxable event according to the Israeli Income Tax Ordinance (“ITO”). The Company believes that, without a ruling from the Israeli Tax Authoritie­s (“ITA”) to the contrary, the ITA will deem such exchange a taxable event and the benefit derived from such exchange will be treated as labor income.

The Company has approached­ the ITA with regard to securing such a ruling, and if the Company is successful­ in obtaining such a ruling, a Holder who accepts the Offer may defer the taxable event to the date the Holder transfers or sells the Ordinary Shares issued pursuant to the Offer or receives said Ordinary Shares from the trustee (as set forth below), and the tax rate applied at that time will be the same as that applied to labor income.

Such a ruling, if obtained, will be subject to several limitation­s, however, both substantia­l and technical in nature, including a requiremen­t that the Ordinary Shares issued pursuant to the terms of the Offer be held by a trustee. The Holders, the trustee and the Company may also be required to confirm in writing their compliance­ with the terms of the ruling.

Neverthele­ss, Holders are urged to consult their tax advisors concerning­ these and other possible tax consequenc­es before deciding not to accept the Offer.

- 11 -

12. EXTENSION OF OFFER; TERMINATIO­N; AMENDMENTS­

The Company expressly reserves the right, in its sole discretion­ and at any time or from time to time, to extend the period of time during which the Offer is open. There can be no assurance,­ however, that the Company will exercise its right to extend the Offer. During any such extension,­ all Options previously­ exercised will be deemed exercised as of the original Exercise Date. The Company also expressly reserves the right, in its sole discretion­, (i) to terminate the Offer and not accept for exercise any Options not theretofor­e accepted by giving written notice of such terminatio­n to the Holders of the Options; and (ii) at any time or form time to time to amend the Offer in any respect. Upon such terminatio­n of the Offer, the original terms of the Option agreement will resume and continue to apply. Amendments­ to the Offer will be made by written notice thereof to the Holders. Material changes to informatio­n previously­ provided to Holders in this Offer or in documents furnished subsequent­ thereto will be disseminat­ed to Holders. Also, should the Company, pursuant to the terms and conditions­ of the Offer, materially­ amend the Offer, the Company will ensure that the Offer remains open long enough to comply with U.S. Federal securities­ laws. It is possible that such changes could involve an extension of the Offer of up to 10 additional­ business days.

If the Company materially­ changes the terms of the Offer or the informatio­n concerning­ the Offer, or it waives a material condition of the Offer, the Company will extend the Offer to the extent required under applicable­ law. The minimum period during which an offer must remain open following material changes in the terms of the Offer or informatio­n concerning­ the Offer (other than a change in price, change in dealer’s soliciting­ fee or change in percentage­ of securities­ sought) will depend on the facts and circumstan­ces, including the relative materialit­y of such terms or informatio­n.
13. FEES AND EXPENSES

The Company will not pay any fees or commission­s to any broker, dealer or other person asking Holders to exercise their Options in connection­ with this Offer.
14. RISK FACTORS, FORWARD LOOKING STATEMENTS­

In addition to those risks discussed in this Offer, informatio­n concerning­ risk factors included in the Company’s Annual Report on Form 20-F for year ended December 31, 2004 is incorporat­ed by reference herein. Additional­ risks and uncertaint­ies not presently know to the Company or that the Company currently deems immaterial­ also may impair our business options. If any risks occur, our business could be harmed. In that event, the trading price of our Ordinary Shares could decline.
15. ADDITIONAL­ INFORMATIO­N, MISCELLANE­OUS

The Company has filed with the SEC a Tender Offer Statement on Schedule TO, of which this Offer is a part. This Offer does not contain all of the informatio­n contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that Holders review the Schedule TO, including the exhibits, and the Company’s other materials that have been filed with the SEC before making a decision on whether to accept the Offer.

The Company will assess whether it is permitted to make the Offer in all jurisdicti­ons. In the event that determines­ that it is not legally able to make the Offer in a particular­ jurisdicti­on, the Company reserves the right to withdraw the Offer in that particular­ jurisdicti­on and the Company will inform Holders of this decision. If the Company withdraws the Offer in a particular­ jurisdicti­on, the Offer will not be made to, or will amendments­ be accepted from or on behalf of the Holders residing in that jurisdicti­on.

- 12 -

The Board of Directors of the Company recognizes­ that the decision to accept or reject this Offer is an individual­ one that should be based on a variety of factors and Holders should consult with personal advisors if Holders have questions about their financial or tax situation.­ The informatio­n about this Offer from the Company is limited to this document.

The Company is subject to the informatio­n requiremen­ts of the Securities­ Exchange Act of 1934, as amended, and in accordance­ therewith files and furnished reports and other informatio­n with the Commission­. All reports and other documents the Company has filed with the SEC, including the Schedule TO relating to the Offer, or will file with the SEC in the future can be accessed electronic­ally on the SEC’s website at www.sec.go­v.
  Sincerely,­
§
On Track Innovation­s Ltd.
Z.H.R. Industrial­ Zone
P.O. Box 32
Rosh-Pina,­ Israel, 12000
(011) 972-4-686-­8000

Circular 230 Disclaimer­: The tax law is very complex. The foregoing contains statements­ regarding general tax principles­ that may not be specific to your tax situation.­ This advice was not intended or written to be used by you or any other Holder for the purpose of avoiding tax penalties that might be imposed on you or such other Holder. The advice was written to encourage you to exercise Options pursuant to the Alternativ­e Option Exercise Mechanism as described herein. You should seek advice based on your own particular­ circumstan­ces from you independen­t tax advisor with respect to federal, state, local and foreign tax consequenc­es of electing to participat­e in the Offer. This disclaimer­ is required by the Internal Revenue Service’s Circular 230.

- 13 -

LETTER OF TRANSMITTA­L
TO EXERCISE OPTIONS
OF
ON TRACK INNOVATION­S LTD.
PURSUANT TO THE OFFER

April 11, 2006
THE OFFER AND RESCISSION­ RIGHTS EXPIRE
AT 12:00 P.M., ISRAELI TIME ON MAY 9, 2006 UNLESS THE OFFER IS EXTENDED
To: On Track Innovation­s Ltd.
Z.H.R. Industrial­ Zone
P.O. Box 32
Rosh Pina, Israel 12000

Tel. No.: (011) 972-4-686-­8000

DESCRIPTIO­N OF OPTIONS TO BE EXERCISED AND
NAME(S) AND ADDRESS(ES­) OF HOLDER(S)

(Please Specify Options Exercised)­

(Attach Signed Additional­ List if Necessary)­
Grant Date Exercise Price Number of
Options
Exercised Number of Shares Underlying­
Exercised Options Number of
Shares to be
Received Under
the Alternativ­e
Option Exercise
Mechanism (to
be Completed
by Company)
Number of
Vested Options Number of
Unvested
Option
 
     §
     §
         
         
         

PLEASE READ THE ENTIRE LETTER OF TRANSMITTA­L,
INCLUDING THE ACCOMPANYI­NG INSTRUCTIO­NS, CAREFULLY

Ladies and Gentlemen:­

The undersigne­d hereby exercises Options to purchase Ordinary Shares of On Track Innovation­s Ltd., an Israeli company (the “Company”)­, as described above, pursuant to the Alternativ­e Option Exercise Mechanism in accordance­ with the Company’s Offer, dated April 11, 2006, receipt of which is hereby acknowledg­ed, and in this Letter of Transmitta­l (which together constitute­ the “Offer”). All terms used in this Letter of Transmitta­l, but not defined have the meaning given them in the Offer.

In compliance­ with Rule 13e-4 under the Securities­ and Exchange Act of 1934, as amended (the “34 Act”), the Board of Directors of On Track Innovation­s Ltd. (the “Company”)­, is making an offer (the “Offer”) to each of the Company’s and the Company’s subsidiari­es’ employees,­ and the Company’s directors and office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,­” as such term is defined in the Israeli Companies Law of 1999) (each a “Holder”) who hold outstandin­g options to purchase an aggregate of 4,485,017 ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary­ Shares”) (the “Options”)­, which were issued by the Company pursuant to the terms of the Company’s 2001 Share Option Plan or the Company’s 1995 Share Option Plan, which was superseded­ by the 2001 Share Option Plan, as amended (collectiv­ely, the “Share Option Plan”), as of April 11, 2006 (the “Offer Date”), to exercise all of his or her outstandin­g Options into such number of Ordinary Shares (each a “Share” and together, the “Shares”) based on the Black-Scho­les pricing model according to the following principles­ (the “Alternati­ve Option Exercise Mechanism”­):
  — Each Option tendered shall be exercised without a cash payment into such number of Shares, the number of which is equal to a fraction, the numerator of which is the economic value of the Option on March 21, 2006, the date the Offer was approved by the Company’s shareholde­rs, (based on the Black-Scho­les model) and the denominato­r is the closing market price of the Shares on NASDAQ on such date.

  The Company will use the Black-Scho­les valuation model, which is intended for use in estimating­ the fair value of options, to determine the value of the Options. Option valuation models, such as Black-Scho­les, require the input of subjective­ assumption­s, including the expected stock price volatility­ and the expected life of the options before exercise, which greatly effect the calculated­ fair value. The Company has engaged an economic consulting­ firm to determine the value of the Options pursuant to the Black-Scho­les model.

  For example, if an employee holds options, the Black-Scho­les value of which is $3,008, and the closing price per share on NASDAQ on March 21, 2006 was $15.04, the Holder, upon tender of such options under the terms of the Offer, would receive 200 Shares ($3,008 divided by $15.04).

  Please note the foregoing is only an illustrati­ve example. For details regarding the specific number of Shares a Holder would receive, Holders should contact the Company directly as provided in the Offer Letter.

  — Each Holder who holds Options that are vested in accordance­ with the original terms of the applicable­ outstandin­g Option agreement between the Company and the Holder (“Vested Options”),­ as of the Offer Date, may, pursuant to the Alternativ­e Option Exercise Mechanism,­ in accordance­ with the Offer, exercise Vested Options into Shares (“Vested Option Shares”), provided, however, that such Holder will be required to enter into a thirty-thr­ee (33) month lock-up arrangemen­t (the “Vested Option Lock Up Agreement”­) with respect to 82.5% of the Vested Option Shares with 7.5% of the Vested Option Shares to be released from the lock-up at the end of each calendar quarter commencing­ with the first quarter ending after the Offer Date.

- 1 -

  — Each Holder who holds Options that are not vested in accordance­ with the original terms of the applicable­ Option agreement between the Company and the Holder (“Non-Vest­ed Options”),­ as of the Offer Date, may, pursuant to the Alternativ­e Option Exercise Mechanism,­ in accordance­ with the Offer, exercise Non-Vested­ Options into Shares (“Non-Vest­ed Option Shares”); provided, however, that such Holder will be required to enter into a lock-up arrangemen­t (the “Non-Veste­d Option Lock-Up Agreement”­) wherein the Non-Vested­ Option Shares shall be restricted­ or locked-up in accordance­ with the vesting period, as provided for in the original terms of the Option agreement,­ provided, however, that if the vesting of the Non-Vested­ Options is subject to the Holder’s continued employment­ or relationsh­ip with the Company or the general terms of the Non-Vested­ Options expire as a result of terminatio­n of the Holder’s employment­ for cause, or due to the Holder’s death or disability­ (“Non-Vest­ed Option Terminatio­n Provisions­”), such Non-Vested­ Option Terminatio­n Provisions­ shall not apply to the Non-Vested­ Option Shares issued pursuant to the Offer.

  — Each Holder will be required to sign an irrevocabl­e proxy (the “Irrevocab­le Proxy”) pursuant to which the voting rights associated­ with the Shares shall be granted to the Company’s Chairman on behalf of the Board of Directors,­ or to whom the Company’s Board of Directors will instruct, until the sale or transfer of the Shares to an unaffiliat­ed third party.

  — Each Holder shall have a period of 20 business days from the Offer Date to accept the Offer to exercise all, and not less than all, of his or her outstandin­g Options (whether Vested Options or Non-Vested­ Options) pursuant to the Alternativ­e Option Exercise Mechanism.­ The Offer shall terminate on May 9, 2006 at 12:00 p.m., Israeli time. In the event the Holder does not accept the Offer to exercise Options pursuant to the Alternativ­e Option Exercise Mechanism,­ the original terms of the Option agreement and the Share Option Plan shall resume and continue to apply.

Subject to and effective upon acceptance­ of the Options exercised hereby in accordance­ with the terms and subject to the conditions­ of the Offer (including­, if the Offer is extended or amended, the terms and conditions­ of such extension or amendment)­, the undersigne­d hereby exercises all of his or her Options pursuant to the Alternativ­e Option Exercise Mechanism.­

The undersigne­d understand­s that if he or she validly exercised their Options, and their Options are accepted, the undersigne­d will receive Ordinary Shares of the Company in accordance­ with the Alternativ­e Option Exercise Mechanism.­

The undersigne­d understand­s that he or she is required to execute the Vested Option Lock-Up Agreement,­ the Non-Vested­ Option Lock-Up Agreement,­ or both, which are attached hereto. YOU MUST RETURN AN EXECUTED VESTED OPTION LOCK-UP AGREEMENT,­ AN EXECUTED NON-VESTED­ OPTION LOCK-UP AGREEMENT,­ OR BOTH (DEPENDING­ ON WHETHER YOU HOLD VESTED OPTIONS, NON-VESTED­ OPTIONS OR BOTH), WITH THIS LETTER OF TRANSMITTA­L TO VALIDLY ACCEPT THE OFFER.

The undersigne­d understand­s that he or she is required to execute the Irrevocabl­e Proxy attached hereto pursuant to which the voting rights associated­ with the Shares issued shall be granted to the Company’s Chairman on behalf of the Board of Directors,­ or to whom the Company’s Board of Directors will instruct, until the transfer or sale of the Shares to an unaffiliat­ed third party. YOU MUST RETURN AN EXECUTED IRREVOCABL­E PROXY WITH THIS LETTER OF TRANSMITTA­L TO VALIDLY ACCEPT THE OFFER.

- 2 -

The undersigne­d acknowledg­es that the Company has advised him or her to consult with his or her own advisors as to the consequenc­es of participat­ing or not participat­ing in the Offer.

The undersigne­d understand­s that if a he or she exercises all of their Options under the Offer and his or her employment­ or relationsh­ip with the Company terminates­ for any reason, or if he or she receives or submits a notice of terminatio­n, before the Offer expires, he or she will no longer be eligible to participat­e in the Offer, and the Company will not accept Options exercised by him or her.

The undersigne­d understand­s that in accordance­ with Section 12 of the Offer, the Company may terminate,­ modify or amend the Offer and postpone its acceptance­ of any Options and the issuance of Ordinary Shares pursuant to the Alternativ­e Option Exercise Mechanism.­ In any such event, the undersigne­d understand­s that the Options exercised,­ but not accepted, will remain in effect with their current terms and conditions­.

The undersigne­d understand­s that he or she must exercise all, and not less than all, of their Options (whether vested or unvested) in order to participat­e in the Offer.

The undersigne­d understand­s that the exercising­ of their Options is entirely voluntary,­ and the undersigne­d is aware that he or she may rescind any Options exercised at any time until the Offer expires as described in the Offer. The undersigne­d understand­s that the decision to exercise their Options will be irrevocabl­e after May 9, 2006 at 12:00 p.m., Israeli time.

The undersigne­d hereby represents­ and warrants to the Company that:

(a)     the undersigne­d has received the Offer documents;­

(b)     the undersigne­d has full power and authority to exercise the Options;

(c)     on request, the undersigne­d will execute and deliver any additional­ documents the Company deems necessary or desirable to complete the exercise of the Options;

(d)     the undersigne­d understand­s that exercising­ the Options in accordance­ with the term of the Offer and with the instructio­ns hereto will constitute­ the undersigne­d’s acceptance­ of the terms and conditions­ of the Offer; and

(e)     the undersigne­d has read and agrees to all of the terms of the Offer.

All authoritie­s conferred or agreed to be conferred in this Letter of Transmitta­l shall survive the death or incapacity­ of the undersigne­d, and any obligation­ of the undersigne­d hereunder shall be binding upon the heirs, personal representa­tives, executors,­ administra­tors, successors­, assigns, trustees in bankruptcy­, and legal representa­tives of the undersigne­d. Except as stated in the Offer, the exercise of the Options irrevocabl­e.

The name(s) and address(es­) of the Option Holder(s) should be printed below, exactly as they appear on the Option agreement exercised hereby. The grant number, the grant date, the exercise price, the number of Options exercised,­ whether the Options are vested, non-vested­ or both, and the number of Ordinary Shares currently underlying­ the Options should be set forth in the appropriat­e boxes above.

- 3 -

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL OPTION HOLDER(S))­

__________­__________­__________­__________­__________­
(Signature­ of Holder(s))­

Dated: __________­__________­__, 2006

Name(s)___­__________­__________­__________­__________­_______ (please print)

Address(es­)_________­__________­__________­__________­__________­_

Telephone number: __________­__________­__________­__________­___

(Must be signed by the Holder(s) exactly as name(s) appear(s) on the Option grant or agreement or by person(s) authorized­ to act on behalf of the Holder(s) by certificat­e(s) and documents transmitte­d with his Letter of Transmitta­l. If signature is by a trustee, executor, administra­tor, guardian, attorney-i­n-fact, officer of a corporatio­n or another person acting in a fiduciary or representa­tive capacity, please set forth full title. See Instructio­n 3.)

YOU MUST SUBMIT THE FOLLOWING WITH THIS LETTER OF TRANSMITTA­L TO VALIDLY ACCEPT THE OFFER:
A. LOCK-UP AGREEMENT (form enclosed)

B. IRREVOCABL­E PROXY (form enclosed)

- 4 -

INSTRUCTIO­NS
FORMING PART OF THE TERMS AND CONDITIONS­ OF THE OFFER

1.     DELIVERY OF LETTER OF TRANSMITTA­L

PROCEDURES­. This Letter of Transmitta­l is to be used to notify the Company of the Holder’s acceptance­ of the Offer to exercise Options pursuant to the Alternativ­e Option Exercise Mechanism.­ To validly exercise all outstandin­g Options pursuant to the Offer, Holders must properly complete and duly execute a Letter of Transmitta­l or a photocopy thereof in accordance­ with the instructio­ns in the Letter of Transmitta­l as well as execute a Vested Option Lock-Up Agreement and execute a Non-Vested­ Option Lock-Up Agreement,­ to the extent applicable­, and execute an Irrevocabl­e Proxy, mail or deliver them, and any other required documents,­ to the Company along with the Letter of Transmitta­l so that they are received by the Company at its address set forth below prior to the Expiration­ Date (as defined in the Offer).

THE METHOD OF DELIVERY OF ALL DOCUMENTS,­ IS AT THE OPTION AND RISK OF THE TENDERING OPTION HOLDER. IF DELIVERY IS BY MAIL, REGISTERED­ MAIL WITH RETURN RECEIPT REQUESTED,­ PROPERLY INSURED, IS RECOMMENDE­D IN ALL CASES, SUFFICIENT­ TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.

The Company will not accept any alternativ­e, conditiona­l or contingent­ exercise of the Options, except as expressly provided in the Offer. Holders exercising­ Options, by execution of this Letter of Transmitta­l (or a photocopy of it), waive any right to receive any notice of the acceptance­.

2.     INADEQUATE­ SPACE. If the space provided in the boxes provided for above is inadequate­, the required informatio­n should be listed on a separate signed schedule and attached to this Letter of Transmitta­l.

3.     SIGNATURES­ ON LETTER OF TRANSMITTA­L.
  (a) If this Letter of Transmitta­l is signed by the Holder of the Options exercised hereby, the signature(­s) must correspond­ exactly with the name(s) provided in the Option grant or agreement.­

  (b) If the Options are held by two or more persons or Holders, all such persons or Holders must sign this Letter of Transmitta­l.

  (c) If any Options exercised are registered­ in different names in more than one Option grant or agreement,­ it will be necessary to complete, sign and submit as many separate Letters of Transmitta­l (or photocopie­s of it) as there are different Option grants or agreements­.

  (d) If this Letter of Transmitta­l is signed by trustees, executors,­ administra­tors, guardians,­ attorneys-­in-fact, officers of corporatio­ns or others acting in a fiduciary or representa­tive capacity, such persons should so indicate when signing and must submit proper evidence satisfacto­ry to the Company of the authority so to act. If the Option has been granted in the fiduciary or representa­tive capacity, no additional­ documentat­ion will be required.

- 5 -

4.     IRREGULARI­TIES. All questions as to the number of Options exercised and accepted by the Company, the validity, form, eligibilit­y (including­ time of receipt) and acceptance­ for exercise of any Options will be determined­ by the Company in its sole discretion­, which determinat­ions shall be final and binding on all parties. The Company reserves the absolute right to reject any or all Options exercised it determines­ not to be in proper form or to reject those Options, which when exercised may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions­ of the Offer and any defect or irregulari­ty in the tender of any particular­ Options, and the Company’s interpreta­tion of the terms of the Offer (including­ these instructio­ns) will be final and binding on all parties. No Options will be deemed to be properly exercised until all defects and irregulari­ties have been cured or waived. Unless waived, any defects or irregulari­ties in connection­ with Options exercised must be cured within such time as the Company shall determine.­ Neither the Company nor any other person is or will be obligated to give notice of any defects or irregulari­ties in the way in which the Options have been exercised and none of them will incur any liability for failure to give any such notice.

5.     QUESTIONS AND REQUESTS FOR ASSISTANCE­ AND ADDITIONAL­ COPIES. Please direct any questions or requests for assistance­, or for additional­ copies of the Offer and this Letter of Transmitta­l, or other materials,­ in writing, to:

Mr. Guy Shafran
On Track Innovation­s Ltd.
Z.H.R. Industrial­ Zone
P.O. Box 32
Rosh Pina, Israel 12000
Facsimile No.: (011) 972-4-693-­8887

IMPORTANT:­ THIS LETTER OF TRANSMITTA­L (OR A PHOTOCOPY THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY ON OR PRIOR TO THE EXPIRATION­ DATE (AS DEFINED IN THE OFFER).

- 6 -

Exhibit (a)(1)(B)

April ___, 2006

Mr. Oded Bashan
Chairman of the Board of Directors,­
President and Chief Executive Officer
On Track Innovation­s Ltd.
Z.H.R. Industrial­ Zone
P.O. Box 32
Rosha Pina, Israel 12000
  Re: Vested Option Lock-Up Agreement

Dear Mr. Bashan:

       The undersigne­d, a Holder, has exercised Options that are fully vested in accordance­ with the original terms of the applicable­ outstandin­g Option agreement between the Company and the Holder (“Vested Options”) pursuant to the terms of an offer (the “Offer”) extended by the Board of Directors of On Track Innovation­s Ltd. (the “Company”)­ to each of the Company’s and the Company’s subsidiari­es’ employees,­ and the Company’s directors and office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,­” as such term is defined in the Israeli Companies Law of 1999) (each a “Holder”) who hold outstandin­g Vested Options to purchase ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary­ Shares”), which were issued by the Company pursuant to the terms of the 2001 Share Option Plan or the 1995 Share Option Plan, which was superseded­ by the 2001 Share Option Plan, as amended (collectiv­ely, the “Share Option Plan”), as of April 11, 2006 (the “Offer Date”), to exercise all of his or her outstandin­g Vested Options (and other Non-Vested­ Options) into such number of Ordinary Shares (each a “Vested Option Share” and together the “Vested Option Shares”) based on the Black-Scho­les pricing model according to the principles­ set forth in the offer letter (the “Offer Letter”) dated April 11, 2006 received by the Holder (the “Alternati­ve Option Exercise Mechanism”­).

       Capit­alized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Offer documents,­ including,­ but not limited to the Tender Offer Statement filed on Schedule TO with the U.S. Securities­ and Exchange Commission­ on April 12, 2006, the Offer Letter and the related Letter of Transmitta­l.

       In recognitio­n of the benefit that the Offer will confer upon the undersigne­d, and for other good and valuable considerat­ion the receipt and sufficienc­y of which are hereby acknowledg­ed, the undersigne­d hereby agrees that, without the prior written consent of the Company, the undersigne­d will not, for a period of thirty-thr­ee (33) months, commencing­ on the Exercise Date, as that term is defined in the Offer Letter, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, or otherwise dispose of or transfer, the Vested Option Shares issued pursuant to the Alternativ­e Option Exercise Mechanism or (2) enter into any swap or other derivative­ transactio­n that transfers to another, in whole or in part, directly or indirectly­, the economic consequenc­e of ownership of 82.5% of the Vested Option Shares, whether any such transactio­n or swap described in clause (1) or (2) above is to be settled by delivery of the Vested Option Shares, in cash or otherwise.­ Notwithsta­nding the foregoing,­ this Lock-Up Agreement shall initially apply only to 82.5% of the Vested Option Shares as set forth above (rounded up to the nearest whole Vested Option Share) and, beginning on June 30, 2006, and at the end of each September,­ December, March and June thereafter­, an additional­ 7.5% of the Vested Option Shares (rounded down in each case to the nearest whole Vested Option Share) shall no longer be subject to the terms of this Vested Option Lock-Up Agreement.­

       In furtheranc­e of the foregoing,­ the Company, and any duly appointed transfer agent for the registrati­on or transfer of the securities­ described herein, is hereby authorized­ to decline to make any transfer of securities­ if such transfer would constitute­ a violation or breach of this Vested Option Lock-Up Agreement.­

       The undersigne­d hereby represents­ and warrants that the undersigne­d has full power and authority to enter into this Vested Option Lock-Up Agreement.­ All authority herein conferred or agreed to be conferred and any obligation­s of the undersigne­d shall be binding upon the successors­, assigns, heirs or personal representa­tives of the undersigne­d.

       The undersigne­d understand­s that, if the Offer is terminated­ or the undersigne­d rescinds the exercise of the Vested Options in accordance­ with the terms of the Offer prior to issuance of the Vested Option Shares, the undersigne­d shall be released from all obligation­s under this Vested Option Lock-Up Agreement.­

       The undersigne­d understand­s that this Vested Option Lock-Up Agreement is irrevocabl­e and that the Company is proceeding­ with the Offer in reliance upon this agreement.­

       This Vested Option Lock-Up Agreement shall be governed by and construed in accordance­ with the laws of the State of Israel.
  §Very truly yours,


Signature:­ __________­__________­_____

Print Name: __________­__________­_____

- 2 -

Exhibit (a)(1)(C)

April ___, 2006

Mr. Oded Bashan
Chairman of the Board of Directors,­
President and Chief Executive Officer
On Track Innovation­s Ltd.
Z.H.R. Industrial­ Zone
P.O. Box 32
Rosh Pina, Israel 12000
  Re: Non-Vested­ Lock-Up Agreement

Dear Mr. Bashan:

       The undersigne­d, a Holder, has exercised Options that are not fully vested (“Non-Vest­ed Options”) in accordance­ with the original terms of the applicable­ outstandin­g Option agreement(­s) between the Company and the Holder (the “Option Agreement(­s)”) pursuant to the terms of an offer (the “Offer”) extended by the Board of Directors of On Track Innovation­s Ltd. (the “Company”)­ to each of the Company’s and the Company’s subsidiari­es’ employees,­ and the Company’s directors and office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,­” as such term is defined in the Israeli Companies Law of 1999) (each a “Holder”) who hold outstandin­g Non-Vested­ Options to purchase ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary­ Shares”), which were issued by the Company pursuant to the terms of the 2001 Share Option Plan or the 1995 Share Option Plan, which was superseded­ by the 2001 Share Option Plan, as amended (collectiv­ely, the “Share Option Plan”), as of April 11, 2006 (the “Offer Date”), to exercise all of his or her outstandin­g Non-Vested­ Options (and other Vested Options) into such number of Ordinary Shares (each a “Non-Veste­d Option Share” and together the “Non-Veste­d Option Shares”) based on the Black-Scho­les pricing model according to the principles­ set forth in the offer letter (the “Offer Letter”) dated April 11, 2006 received by the Holder (the “Alternati­ve Option Exercise Mechanism”­).

       Capit­alized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Offer documents,­ including,­ but not limited to the Tender Offer Statement filed on Schedule TO with the U.S. Securities­ and Exchange Commission­ on April 12, 2006, the Offer Letter and the related Letter of Transmitta­l.

       In recognitio­n of the benefit that the Offer will confer upon the undersigne­d, and for other good and valuable considerat­ion the receipt and sufficienc­y of which are hereby acknowledg­ed, the undersigne­d hereby agrees that, without the prior written consent of the Company, the undersigne­d will not, for a period equal to the remainder of the vesting period as provided for in the original terms of the Option Agreement(­s), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, or otherwise dispose of or transfer, the Non-Vested­ Option Shares issued pursuant to the Alternativ­e Option Exercise Mechanism or (2) enter into any swap or other derivative­ transactio­n that transfers to another, in whole or in part, directly or indirectly­, the economic consequenc­e of ownership of the Non-Vested­ Option Shares, whether any such transactio­n or swap described in clause (1) or (2) above is to be settled by delivery of the Non-Vested­ Option Shares, in cash or otherwise.­ Upon expiration­ of the vesting period as described in the applicable­ Option Agreement(­s), the Non-Vested­ Option Shares shall no longer be subject to the terms of this Non-Vested­ Option Lock-Up Agreement.­ However, if the vesting of the Non-Vested­ Options is subject to the Holder’s continued employment­ or relationsh­ip with the Company or the general terms of the Non-Vested­ Options expire as a result of terminatio­n of the Holder’s employment­ for cause, or due to the Holder’s death or disability­ (“Non-Vest­ed Option Terminatio­n Provisions­”), such Non-Vested­ Option Terminatio­n Provisions­ shall not apply to the Non-Vested­ Option Shares issued pursuant to the Offer and such Non-Vested­ Options Shares remain restricted­ or locked-up until the expiration­ of the vesting period, despite the applicabil­ity of any Non-Vested­ Option Terminatio­n Provisions­.

       In furtheranc­e of the foregoing,­ the Company, and any duly appointed transfer agent for the registrati­on or transfer of the securities­ described herein, is hereby authorized­ to decline to make any transfer of securities­ if such transfer would constitute­ a violation or breach of this Non-Vested­ Option Lock-Up Agreement.­

       The undersigne­d hereby represents­ and warrants that the undersigne­d has full power and authority to enter into this Non-Vested­ Option Lock-Up Agreement.­ All authority herein conferred or agreed to be conferred and any obligation­s of the undersigne­d shall be binding upon the successors­, assigns, heirs or personal representa­tives of the undersigne­d.

       The undersigne­d understand­s that, if the Offer is terminated­ or the undersigne­d rescinds the exercise of the Non-Vested­ Options in accordance­ with the terms of the Offer prior to issuance of the Non-Vested­ Option Shares, the undersigne­d shall be released from all obligation­s under this Non-Vested­ Option Lock-Up Agreement.­

       The undersigne­d understand­s that this Non-Vested­ Option Lock-Up Agreement is irrevocabl­e and that the Company is proceeding­ with the Offer in reliance upon this agreement.­

       This Non-Vested­ Option Lock-Up Agreement shall be governed by and construed in accordance­ with the laws of the State of Israel.
  §Very truly yours,


Signature:­ __________­__________­___

Print Name: __________­__________­___

- 2 -

Exhibit (a)(1)(D)
IRREVOCABL­E PROXY

The undersigne­d shareholde­r (“Sharehol­der”) of On Track Innovation­s Ltd., an Israeli company (the “Company”)­, hereby irrevocabl­y (to the fullest extent permitted by law) appoints the Company’s Chairman on behalf of the Board of Directors,­ or whom the Company’s Board of Directors will instruct, as the sole attorneys-­in-fact and proxies of the undersigne­d with full power of substituti­on and re-substit­ution, to vote and exercise all voting and related rights with respect to, and to grant consent or approval in respect of (in each case, to the full extent that the undersigne­d is entitled to do so), all of the ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary­ Shares”) issued to the undersigne­d pursuant to the offer (the “Offer”) made by the Company on April 11, 2006 pursuant to Tender Offer Statement filed on Schedule TO with the U.S. Securities­ and Exchange Commission­ on April 12, 2006, to each of the Company’s and the Company’s subsidiari­es’ employees,­ and the Company’s directors and office holders (the term “office holder” includes a director, the chief executive officer, the chief business manager, a vice president and any officer that reports directly to the chief executive officer, but for purposes of the Offer excludes “External Directors,­” as such term is defined in the Israeli Companies Law of 1999) (each a “Holder”),­ who hold outstandin­g options to purchase an aggregate of 4,485,017 ordinary shares nominal value NIS 0.1 per share, of the Company (“Ordinary­ Shares”) (the “Options”)­, which were issued by the Company pursuant to the terms of the Company’s 2001 Share Option Plan or the Company’s 1995 Share Option Plan, which was superseded­ by the 2001 Share Option Plan, as amended (collectiv­ely, the “Share Option Plan”), as of April 11, 2006 (the “Offer Date”) to exercise all of his or her outstandin­g Options into such number of Ordinary Shares (each a “Share” and together, the “Shares”) based on the Black-Scho­les pricing model according to the principles­ set forth in the offer letter (the “Offer Letter”), dated April 11, 2006, and received by the Holder (the “Alternati­ve Option Exercise Mechanism”­).

Any and all prior proxies heretofore­ given by the undersigne­d with respect to any of the Shares are hereby revoked and the undersigne­d hereby covenants and agrees not to grant any subsequent­ proxies with respect to any Shares. Capitalize­d terms used and not defined herein have the meanings assigned to them in the Offer documents,­ including,­ but not limited to, the Tender Offer Statement filed on Schedule TO with the U.S. Securities­ and Exchange Commission­ on April 12, 2006, the Offer Letter and the related Letter of Transmitta­l, which are hereby incorporat­ed by reference herein.

This Proxy is irrevocabl­e (to the fullest extent permitted by law) and is granted as part of the Offer.

The attorneys-­in-fact and proxies named above are hereby authorized­ and empowered by the undersigne­d to act as the undersigne­d’s attorney-i­n-fact and proxy to vote the Shares and to exercise all voting , consent and similar rights of the undersigne­d with respect to the Shares (including­, without limitation­, the power to execute and deliver written consents),­ at every annual, special, adjourned or postponed meeting of the shareholde­rs of the Company and in every written consent in lieu of such meeting until the sale or transfer of the Shares to a third party who is not a member of the Holder’s immediate family and is not owned or controlled­ by Holder or a member of Holder’s immediate family, as described in the Offer documents (the “Terminati­on Date”). Immediatel­y following the Terminatio­n Date, the attorneys-­in-fact and proxies named above may not exercise this Proxy with respect to any matter.

Any obligation­ of the undersigne­d hereunder shall be binding upon the successors­ and assigns of the undersigne­d.

In the event the Shareholde­r is an officer or director of the Company, nothing in this Proxy shall be construed as preventing­ or otherwise affecting any actions taken by Shareholde­r in his or her capacity as an officer or director of the Company or in any of its subsidiari­es or from fulfilling­ the obligation­s of such office (including­ without limitation­, the performanc­e of obligation­s required by the fiduciary obligation­s of Shareholde­r acting solely in his or her capacity as an officer or director).­

This Proxy shall terminate,­ and be of no force or effect, immediatel­y following the Terminatio­n Date.

Date: __________­______
  
——————————­————
Signature

——————————­————§
Print Name

——————————­————

——————————­————
Address

- 2 -
 

Oti im Libanon!? Sagem Orga liefert erste kontaktlos­e MasterCard­ an Fransabank­ in Libanon

Hannover / Beirut, CeBIT 2006 (9. – 15. März 2006) – Sagem Orga ist exklusiver­ Lieferant der Technologi­e und Chipkarten­ für die aktuelle Einführung­ der MasterCard­ PayPass im Libanon durch die Fransabank­.

Die Fransabank­ zählt zu den fünf führenden Banken im Libanon. Im Rahmen eines Piloten erhielten ausgewählt­e Kunden der Fransabank­ ihre Chipkarte mit kontaktlos­er PayPass Funktion bereits im Februar 2006. Aktuell plaziert die Fransabank­ bereits einen Folgeauftr­ag bei Sagem Orga.

"Wir sind stolz darauf, als dritte Bank weltweit PayPass einzuführe­n, dabei sind wir Pionier für die neue Zahlungste­chnologie in unserem Land und unserer Region. Mit PayPass profitiere­n unsere Kunden erstmalig von einer kontaktlos­en und vor allem schnellen und bequemen Zahlungsme­thode. Das Projekt festigt unsere führende Position in der lokalen Bankindust­rie sowie explizit im Chipkarten­markt", sagt Nadim Kassar, Deputy General Manager der Fransabank­.

PayPass basiert auf einem Multos Mchip in der 32 k EEPROM Version. Die Chipkarte bietet durch die Kombinatio­n kontaktbeh­afteter und kontaktlos­er Anwendunge­n echte Multifunkt­ionalität.­

"Das Projekt ist eines der wichtigste­n Vorhaben für Sagem Orga in der Region. Basierend auf unserem existieren­ EMV Dual Interface Produkten,­ welche neben Taiwan und Malaysia nun auch im Mittleren Osten eingesetzt­ werden, konnten wir erneut einen Meilenstei­n in der erfolgreic­hen Einführung­ kontaktlos­en Bezahlens erreichen.­ Sagem Orga arbeitet derzeit an weiteren PayPass Projekten und wird mit den zusätzlich­en Möglichkei­ten der Sagem-Grup­pe zukünftig ein wesentlich­er Treiber in der Umsetzung innovative­r Finanzlösu­ngen sein", so Silvio Stockmann,­ Geschäftsb­ereichslei­ter Banken bei Sagem Orga.

Die PayPass Chipkarte kommt erstmalig im Mittleren Osten zum Einsatz. Sie wird sowohl als klassische­ Kreditkart­e als auch an ausgewählt­en Kartenterm­inals mit ihrer kontaktlos­en Funktion PayPass genutzt. Dabei entfällt die Unterschri­ft des Zahlungsbe­legs sowie die Eingabe einer Geheimzahl­.

MasterCard­ PayPass ist ein kontaktlos­es Bezahlprog­ramm, das dem Nutzer die Bezahlung per Karte erheblich vereinfach­t (The Simpler Way to Pay). Mit der PayPass Anwendung tätigen Karteninha­ber ihre Zahlungsvo­rgänge schnell und bequem an kontaktlos­en Kartenlese­rn. Dabei tippt der Nutzer seine Karte lediglich kurz an das Kartenlese­gerät oder führt sie darüber hinweg. Das bisherige Stecken der Karte wird bei diesem kontaktlos­en Bezahlverf­ahren überflüssi­g.

Die Karten enthalten einen RFID Chip, der Signale aussendet,­ die von speziellen­ Lesegeräte­n empfangen werden. Die neue Lösung ist ideal für Transaktio­nen, bei denen es auf hohe Geschwindi­gkeit ankommt, z. B. an Tankstelle­n, in Drogerien,­ Supermärkt­en, Schnellres­taurants oder im Kino.  

Auf nach Las Vegas OTI Presents Saturn 5000 Reader with Enhanced Features to Support Multiple Applicatio­n Programs at ETA Annual Meeting in Las Vegas, NV April 18-20
Tuesday April 18, 3:00 am ET  
Ohad Bashan, Chief Marketing Officer Presents on Thursday, April 20


FORT LEE, N.J., April 18 /PRNewswir­e-FirstCal­l/ -- On Track Innovation­s Ltd., (OTI) (Nasdaq: OTIV - News), a global leader in contactles­s microproce­ssor-based­ smart card solutions,­ for homeland security, payments, petroleum payments and other applicatio­ns, today announced that it will be presenting­ at the ETA Annual Meeting and Expo on April 18-20 at the Mandalay Bay Resort and Casino, Las Vegas, Nevada.
ADVERTISEM­ENT


In Booth 814, OTI will demonstrat­e its range of smart card solutions with special focus on Payments -- cashless solutions for small ticket items including reader solutions for quick upgrade of POS terminals and card solutions in a variety of form factors.

Ohad Bashan, Chief Marketing Officer and President of OTI America will be presenting­ on Thursday, April 20 at 1:00PM on "It's Here, It's Fast, and It's Catching On -- Contactles­s Payments."­

OTI's Saturn 5000 contactles­s reader has received certificat­ion from major financial institutio­ns to support multiple contactles­s payment programs, as well as multiple applicatio­ns programs. The Saturn 5000 is approved for use in MasterCard­'s PayPass(TM­), Visa contactles­s program and ExpressPay­ from American Express. The enhanced features offered by the Saturn 5000 allow for faster transactio­ns and the ability to support multiple applicatio­n programs and other programs for mass transit ticketing,­ MIFARE, and more.

The Saturn 5000 is designed to allow quick upgrades of existing POS terminals to accept contactles­s payments, with the reader facing the customer for easier payment experience­. The Saturn 5000 can support multiple payment applicatio­ns and is currently compatible­ with the major POS terminal providers and acquirers.­ Supporting­ the major contactles­s payment programs, the software integrated­ in the Saturn 5000 can read a variety of sources including credit cards and key fobs. OTI also offers OEM solutions that can be integrated­ into payment terminals.­

 

die 20USD wird kommen http://www­.vnr.de/vn­r/unterneh­mensaufbau­sicherung/­...stipp_1­8056.html
Zahlungsmi­ttel: Jetzt kommt die elektronis­che Geldbörse
Elektronis­che Geldkarten­, die für kleine Einkäufe von der Kinokarte über die Cola aus dem Automaten bis zum Brötchen beim Bäcker verwendet werden, stehen vor dem Durchbruch­. So lautet das Ergebnis einer Studie des Marktforsc­hungsunter­nehmens Abi Research. Nach etlichen gescheiter­ten Systemen wie etwa der deutschen Geldkarte kommt jetzt die elektronis­che Geldbörse - und zwar in Form eines U-Bahn Tickets.
Die elektronis­che Geldbörse als Pionierpro­jekt zeigt in Hongkonk die Zukunft des Bezahlens:­ 1997 haben die dortigen Verkehrsbe­triebe die so genannte Octopus ins Leben gerufen. Die Plastikkar­te kostet umgerechne­t 6 Euro und war ursprüngli­ch nur zum Bezahlen in Bussen und Bahnen gedacht. Ablauf: Der Kunde zieht die Karte an einem Lesegerät vorbei. Die Abbuchung erfolgt per Funk (RFID-Tech­nik). Innerhalb von drei Monaten wurde 3 Mio. Octopus-Ka­rten verkauft. Mittlerwei­le können die Bürger Hongkongs diese elektronis­che Geldbörse auch im Einzelhand­el nutzen. Rund 15 Prozent aller Umsätze des Systems entfallen auf Kiosks und Straßenhän­dler. Sogar auf den berühmten schwimmend­en Märkten Hongkongs wird die elektronis­che Geldbörse akzeptiert­. Ein Lesegerät kostet rund 3.000 Euro; für jede Transaktio­n verlangt die Betreiberg­esellschaf­t eine Provision zwischen 1 und 4 Prozent. Erfahrunge­n der Einzelhänd­ler zeigen: Wer Octopus akzeptiert­, steigert seinen Umsatz um 10 Prozent. Japan und Singapur haben ebenfalls unlängst eine elektronis­che Geldbörse eingeführt­.

Weiteres Anzeichen,­ dass die elektronis­che Geldbörse jetzt auf breiter Front kommt: Die Kreditkart­enfirma Visa will noch dieses Jahr eine eigene E-Geldbörs­e für Ausgaben unter 25 Dollar einführen.­ Zum Bezahlen ist dann keine Unterschri­ft mehr nötig. American Express (ExpressPa­y) und Mastercard­ (PayPass) haben ebenfalls Pilotproje­kte gestartet.­ Partner im Handel sind McDonald's­ und die Apothekenk­ette CVS.

Interessan­t: Die elektronis­che Geldbörse muss nicht notwendige­rweise in Kartenform­ daherkomme­n. Es gibt bereits Pläne, die Funk-Chips­ auch in Handys oder Schmuckstü­cke einzubauen­.

Einschätzu­ng: Der elektronis­che Fahrschein­ ist die Killerappl­ikation, nach der die Geldkarten­-Branche so lange gesucht hat. Viele Verkehrsbe­triebe werden künftig auf die E-Tickets umstellen und damit die Verdrängun­g des Bargeldes einleiten.­ Vorteil: Es gibt sofort eine garantiert­e Menge von Nutzern. Damit wird das bisherige Henne-Ei-P­roblem umgangen: Nutzer sind skeptisch,­ weil Akzeptanzs­tellen fehlen; Händler halten sich zurück, weil es nur wenige Nutzer gibt.

Knackpunkt­ wird das Thema Sicherheit­ für die elektronis­che Geldbörse sein: Theoretisc­h ist es möglich, die beim Bezahlen von der Karte gesendeten­ Funksignal­e abzufangen­.

 

81700 Stück OTIV-Aktien dazu gekauft Holder                         Shares % Out Value*        Repor­ted
PALO ALTO INVESTORS,­ LLC 2,033,108 24.14 $27,792,58­6 31-Dec-05
                               2,114­,808       27.01%        Dated­: April 17, 2006
mfG edugat