EXHIBIT 10.13

                                IRREVOCABLE PROXY
                                -----------------

           KNOW ALL PERSONS BY THESE PRESENTS that the undersigned does hereby
make, constitute and appoint Oded Bashan, its true and lawful attorney, for it
and in its name, place and stead, to act as its proxy in respect of all of the
ordinary shares of On Track Innovations Ltd., an Israeli company (hereinafter
referred to as the "Corporation"), which it now or hereafter may own or hold,
including, without limitation, the right, on its behalf, to demand the call by
any proper officer of the Corporation pursuant to the provisions of its charter,
memorandum of association, memorandum of association or other organizational
documents and as permitted by law of a meeting of its shareholders and at any
meeting of shareholders, annual, general or special, to vote for the transaction
of any and all business that may come before such meeting, or at any adjournment
thereof, including, without limitation, the right to vote for the sale of all or
any part of the assets of the Corporation and/or the liquidation and dissolution
of the Corporation; giving and granting to said attorney full power and
authority to do and perform each and every act and thing whether necessary or
desirable to be done in and about the premises, as fully as it might or could do
if personally present with full power of substitution, appointment and
revocation, hereby ratifying and confirming all that said attornys shall do or
cause to be done by virtue hereof.

           This Proxy is given to Oded Bashan in consideration of the
performance of the Term Sheet dated the date hereof between the undersigned and
the Corporation, and this Proxy shall not be revocable or revoked by the
undersigned and shall be binding upon his successors and assigns.

           THE UNDERSIGNED SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS
AND INSTRUMENTS AS THE CORPORATION OR ODED BASHAN MAY REQUIRE TO CONFIRM THE
GRANT HEREBY, INCLUDING, WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE
NECESSARY OR APPROPRIATE UNDER ISRAELI LAW.

           IN WITNESS WHEREOF, the undersigned has executed this Irrevocable
Proxy this 27th day of June, 2003.



                                                GOLDSTRAND INVESTMENT

                                                 By: /s/ Seth Fireman
                                                 Name: Seth Fireman
                                                 Title: Managing Partner