CONSULTING AGREEMENT



         THIS CONSULTING AGREEMENT (this "Agreement") is made effective as of

the __ day of March, 2002 (the "Effective Date") by and between On Track

Innovations Ltd., a company organized under the laws of the State of Israel (the

"Company") and Dionysos Investments Ltd., a company organized under the laws of

the State of Israel (the "Consultant").



                              W I T N E S S E T H:

                               - - - - - - - - - -



         WHEREAS, the Company is engaged in the business of the development,

marketing and sale of contactless microprocessor-based smart card products

worldwide (the "Business");



         WHEREAS, the Company has authorized ordinary shares (the "Shares")

certain of which are listed on the Neuer Markt of the Frankfurt Stock Exchange

(the "Neuer Shares") and the Company desires to complete a listing of additional

Shares on the NASDAQ Small Cap Market (the "NASDAQ Shares") and may in the

future, in its discretion, consider other exchange listings in the United

States; and



         WHEREAS, in connection with listing the NASDAQ Shares on the NASDAQ

Small Cap Market (the "Project"), the Company desires to retain the Consultant

to provide the Company with the services described in section 1, below, in

accordance with the terms and conditions of this Agreement; and



         WHEREAS, the Consultant desires to be retained by the Company to

provide such services in accordance with the terms and conditions of this

Agreement.



         NOW, THEREFORE, in consideration of the above premises and the mutual

agreements set forth below and for other good and valuable consideration given

by each party to this Agreement to the other, the receipt and sufficiency of

which are hereby acknowledged, the parties to this Agreement, intending to be

legally bound, hereby agree as follows:



1.       Consultant's Services.



     1.1. The Company hereby engages the Consultant, and the Consultant hereby

agrees to serve, as an independent consultant to the Company, in which capacity

the Consultant shall diligently and competently provide the following services

(collectively, the "Services") in connection with the Project:



          1.1.1. provide complete oversight and management of the documentation

process to successfully complete the listing of the NASDAQ Shares on the NASDAQ

Small Cap Market, and, if requested by the Company, on such other exchanges in

the United States as the Company may, in its discretion, designate, including

without limitation, consulting with the Company's management, lawyers and

accountants as may be required;



          1.1.2. identify and, subject to the Company's approval, secure the

agreement of no fewer than three (3) NASDAQ market-makers satisfactory to the

Company in its sole discretion (which approval, when given, shall establish the

Company's satisfaction with such market-makers), and the Consultant shall use

its best efforts to assure that two of such market-makers shall be qualified as

market-makers with Level 2 Market Maker Access;



          1.1.3. assist and consult the Company in the preparation of a Business

Plan;



          1.1.4. assist the Company in preparations for the road-show and

participate in the road-show at the request of the President of the Company; and



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          1.1.5. provide such other services related to the Project as the

Company may reasonably request from time to time, including, for example but

without limitation, responding to inquiries from regulatory bodies and assisting

in composing public relations materials.



     1.2. The Consultant shall provide the Services by and through Haim

Nissenson and such other persons as the Consultant may request and the Company

may agree in writing. In the performance of the Services hereunder, the

Consultant will report to the President of the Company. The Consultant shall use

its best efforts in providing the Services.



     1.3. The Consultant shall be available to provide Services no less than 15

hours each week during the Term (as defined below).



     1.4. The Consultant shall provide a written report each week during the

Term to the President summarizing the status of the Project, tasks to be

accomplished to complete the Project and timelines. The Consultant shall provide

such other reports to the Company in a timely manner as requested by the

Company.



2. Compensation and Expenses. As the sole and complete consideration to the

Consultant for entering into this Agreement and for the Services and obligations

hereunder during the Term and so long as the Agreement has not been sooner

terminated by either party, the Company shall pay the Consultant as follows (all

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