EXHIBIT 10.36

                                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 "Company"), 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 Company pursuant to the provisions of its articles 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 Company and/or the liquidation and dissolution of the
Company; giving and granting to his 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 its said attorneys shall do or cause to be
done by virtue hereof. Notwithstanding the foregoing, this Proxy shall not
extend to any votes or acts that the shares subject hereto could not be legally
voted under any applicable law or regulation.

           This Proxy is given to Oded Bashan in consideration of the
performance of the Share Purchase Agreement dated the date hereof, by and
between the undersigned and other investors and the Company, and this Proxy
shall not be revocable or revoked by the undersigned and shall be binding upon
his successors and assigns, provided, however, that this Proxy shall be null and
void and shall have no force and effect, only in respect of such Ordinary Shares
so sold by the undersigned to a party other than an Affiliate (as defined in
Rule 144 under the Securities Act of 1933, as amended below) of the undersigned.

           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; PROVIDED THAT UNDER NO CIRCUMSTANCES
SHALL THE UNDERSIGNED BE REQUIRED TO DELIVER ANY OF ITS ORDINARY SHARES OR
PROVIDE STOCK POWERS IN CONNECTION WITH THIS PROXY.

           IN WITNESS WHEREOF, the undersigned has executed this Irrevocable
Proxy this 25 day of November, 2003.


                                                /s/ Itzik Babayov
                                                Itzik Babayov