EXHIBIT 2

                                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 Oded Bashan and/or anyone Oded Bashan so appoints
and/or anyone to whom this Proxy is so assigned (without the need to obtain the
undersigned's consent), 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 issued to the undersigned out of Aggregate Share Consideration
and pursuant to a certain Share Contribution Agreement by and between the
undersigned, the Company and others dated May 11, 2006 (the "SHARE CONTRIBUTION
AGREEMENT"), reflecting ___________ ordinary shares nominal value NIS 0.1 per
share, of the Company ("SHARES"), as of the Closing Date (adjusted to reflect
any combination or split of share capital or alike events). Capitalized terms
used and not defined herein have the meanings assigned to them in the Share
Contribution Agreement.

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.

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

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
by the undersigned to an unaffiliated third party (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 or shall become 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: May 11, 2006                        __________________________________

                                          Signature

                                          __________________________________
                                          Print Name

                                          ___________________________________

                                          ___________________________________
                                          Address