EXHIBIT 10.38

                                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,
subject to the exceptions below, 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 (together, "Liquidation Event")
provided that in any such Liquidation Event the assets legally available for
distribution per share of the Company shall not be less than the then applicable
market price of the Company's Ordinary Shares; giving and granting to his said
attorney full power and authority to do and perform each and every act and thing
necessary or desirable to be done, 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 attorney shall do or cause to
be done by virtue hereof, subject to the limitations hereof. Notwithstanding the
foregoing, this Proxy shall not extend to: (i) any votes or acts that the shares
subject hereto could not be legally voted under any applicable law or
regulation; (ii) any votes or acts in respect of the sale of the shares voted by
this proxy; (iii) any waivers of rights afforded to the holder of the shares
voted by this proxy (other than technical rights, such as but not limited to,
the right to receive prior notice of shareholders meetings); or (iv) any
undertakings on behalf of the undersigned, including an undertaking to acquire
any additional securities of the Company.

           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;
and further provided, that this Proxy shall be in effect only so long as Mr.
Oded Bashan is acting as the Chairman of the Company's Board of Directors, and
immediately thereafter shall terminate, become null and void and shall have no
force and effect.

           This Proxy may not be assigned by Oded Bashan to any other person
other than to Ohad Bashan without the prior written consent of the undersigned.
It is clarified that Oded Bashan shall be entitled to vote the shares underlying
this proxy by way of a written voting ballot, or any other form of written
instructions (including by proxy limited to votes according to the written
instructions of Oded Bashan).

           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.

                          MEITAV SECURITY ADVISORS AND INVESTMENT LTD.

                          By: /s/ Zvi Stepak
                          Name: Zvi Stepak
                          Title: Managing Director

                          By: /s/ Shlomo Simnovski
                          Name: Shlomo Simnovski
                          Title: Managing Director