EXHIBIT 10.45



                      STOCK AND WARRANT PURCHASE AGREEMENT


         STOCK AND WARRANT PURCHASE AGREEMENT (this "Agreement") made as of July
10, 2003 by and between ON TRACK INNOVATIONS LTD., an Israeli corporation having
its chief executive office located at Z.H.R.  Industrial Zone, Rosh Pina, Israel
12000 (the  "Company"),  and the  purchaser  identified on Exhibit 1 hereto (the
"Purchaser").

         WHEREAS, the Purchaser has agreed to purchase from the Company, and the
Company  has agreed to sell to the  Purchaser,  the  Ordinary  Shares,  NIS 0.01
nominal value, of the Company (the "Ordinary Shares") described herein; and

         WHEREAS,  the  Company  has  agreed to issue to the  Purchaser  certain
Warrants (the "Warrants") to purchase Ordinary Shares of the Company;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the  Purchaser  and the Company
agree as follows:

         Section 1.  Issuance of  Ordinary  Shares and  Warrant.  Subject to the
terms and conditions of this  Agreement,  the Purchaser  agrees,  simultaneously
with the execution and delivery of this Agreement,  to purchase from the Company
an aggregate of 181,818  Ordinary  Shares at a purchase  price of U.S. $2.75 per
share for an  aggregate  purchase  price of U.S.  $500,000,  all as described on
Exhibit  1  hereto.  Simultaneously  with the  execution  and  delivery  of this
Agreement  (i) the  Purchaser is paying the Purchase  Price by wire  transfer of
immediately  available funds to the Company in accordance with the wire transfer
instructions set forth on Exhibit 2 hereto and (ii) the Company is delivering to
the  Purchaser a stock  certificate  evidencing  the  Purchaser's  ownership  of
181,818 Ordinary Shares.  Simultaneously with the execution and delivery of this
Agreement,  the  Company is issuing to the  Purchaser  warrants  to  purchase an
aggregate of 90,909 Ordinary  Shares of the Company,  such Warrants to be in the
form  attached  hereto as  Exhibit  3.  Simultaneously  with the  execution  and
delivery of this  Agreement,  the Company and the  Purchaser  are  executing and
delivering a Registration Rights Agreement (the "Registration Rights Agreement")
substantially  in the  form of  Exhibit  4  hereto.  As  used  herein  the  term
"Transaction Documents" means this Agreement,  the Warrants and the Registration
Rights Agreement.

         Section 2.  Representations and Warranties.  The Company represents and
warrants to the Purchaser that:

         (a)  Organization,  Good Standing,  and  Qualification of Company.  The
Company  is a  corporation  duly  organized  and  validly  existing  and in good
standing  under  the  laws of  Israel,  and has the  corporate  power to own its
properties  and to carry on its business as now being  conducted and as proposed
to  be  conducted.  The  Company  is  qualified  to  do  business  as a  foreign
corporation and is in good standing in every jurisdiction in which the nature of
the business transacted by it or the character of the properties owned or leased
by it requires such licensing or  qualification,  except where the failure so to
qualify would not have a materially


<PAGE>

adverse  effect on its  business  or  financial  condition.  The Company has the
corporate  power and authority to execute,  deliver and perform the  Transaction
Documents to be issued by it and to deliver the Ordinary  Shares  issuable  upon
exercise of the Warrants.  The  Transaction  Documents have been duly authorized
and  executed by the  Company and  constitute  the  Company's  valid and legally
binding  obligations  enforceable  in accordance  with their  respective  terms,
except as such enforcement may be limited by applicable bankruptcy,  insolvency,
reorganization,  moratorium or other  similar laws,  now or hereafter in effect,
relating to, or affecting the enforcement of, creditors' rights generally.

         (b) Financial  statements.  The financial statements of the Company for
the fiscal year ended  December  31,  2002 and which the Company has  previously
furnished to the  Purchaser  are true and correct,  are in  accordance  with the
books and records of the Company and fairly  present the financial  position and
the results of operations of the Company,  as at and for the periods  indicated.
There have been no  material  adverse  changes in the  condition,  financial  or
otherwise, of the Company taken as a whole since December 31, 2002.

         (c) Litigation,  Compliance with Laws.  Except as set forth on Schedule
2(d),  there are no actions,  suits or proceedings  pending or, to the Company's
knowledge,  threatened  against or affecting the Company which may result in any
material  adverse effect on its business,  properties or condition.  There is no
exiting  law,  rule,  regulation  or order,  and the Company is not aware of any
proposed law, rule,  regulation or order,  whether Federal or state, which would
prohibit or restrict the Company from, or otherwise  materially adversely affect
the Company in,  conducting its business in any  jurisdiction in which it is now
conducting business or in which it proposes to conduct business.

         (d) Title and Liens.  Except as set forth on Schedule 2(e) hereto,  the
property  and assets of the Company are free from all liens,  charges,  security
interests, and encumbrances and the Company has good and marketable title to all
personal  property  and assets  included  in its most  recent  balance  sheet or
subsequently  acquired  by the  Company,  except  personal  property  and assets
subsequently sold or otherwise disposed of in the ordinary course of business.

         (e) Conflicting  agreements and charter  provisions.  The execution and
delivery of the Transaction Documents and any other documents to be delivered by
the Company  hereunder,  the consummation of the transactions  herein or therein
contemplated, the fulfillment of the terms hereof or thereof, and the compliance
with the terms and provisions  hereof or the thereof,  will not conflict with or
result  in a  breach  of any of the  terms,  conditions,  or  provisions  of any
corporate  restriction or of any agreement or instrument to which the Company is
a party or by which it is bound,  or  constitute  a default  thereunder,  except
where the  consequences  of any such breach or default would not have a material
adverse  effect on the Company,  or result in the creation or  imposition of any
lien, charge,  security  interest,  or encumbrance of any nature whatsoever upon
any of the  property or assets of the Company  pursuant to the terms of any such
agreement or instrument, except where consents have been obtained.

         Section 3. Representations by the Purchaser

         The Purchaser represents and warrants to the Company as follows:

         (a) Investment  Purposes.  The Purchaser represents to the Company that
the  Purchaser  is acquiring  the  Ordinary  Shares and the Warrants for its own
account, for the purpose of investment,  and not with a view to the distribution
or resale of any thereof,  and the  Purchaser

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<PAGE>

has no  present  plans to enter into any  contract,  undertaking,  agreement  or
arrangement for any such distribution or resale.

         (b)  Enforceability.  This Agreement  constitutes the Purchaser's valid
and legally binding obligation  enforceable in accordance with its terms, except
as  such  enforcement  may be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or other  similar laws,  now or hereafter in effect,
relating to, or affecting the enforcement of, creditors' rights generally.

         (c) Sophistication.  The Purchaser is a sophisticated investor, and has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of investing in the Company and receiving the
Warrants.  Without limiting the foregoing, the Purchaser represents and warrants
that its is an  "accredited  investor,"  as that term is  defined in Rule 501 of
Regulation  D under the  Securities  Act of 1933,  as amended  (the  "Securities
Act"). The Purchaser has the financial ability to bear the economic risk of such
Purchaser's investment  contemplated hereby and has adequate net worth and means
of providing for its current needs and  contingencies to sustain a complete loss
of its  investment  and has no  need  for  liquidity  in its  investment  in the
Company.

         (d)  Restrictions  on  Transferability.  The Purchaser  understands and
agrees that (i) the  Ordinary  Shares,  the  Warrants  and the  Ordinary  Shares
issuable  upon  exercise  of the  Warrants  (the  "Securities")  have  not  been
registered under the Securities Act by reason of their issuance in a transaction
exempt  from the  registration  requirements  of the  Securities  Act,  (ii) the
Securities must be held indefinitely unless a subsequent  disposition thereof is
registered under the Securities Act or is exempt from such  registration,  (iii)
the Securities  will bear a legend to such effect and (iv) the Company will make
a notation  on its  transfer  books to such  effect.  Any such  transfer,  sale,
assignment or hypothecation  shall be conditioned upon receipt by the Company by
an opinion of counsel satisfactory to the Company and its counsel,  stating that
the  transferee  is a  permitted  transferee  under this  Section  and that such
transfer does not violate the Securities Act or any state securities laws.

         (e) Access to  Information.  The  Purchaser  and its advisers have been
furnished all materials  relating to the Company which they have requested.  The
Purchaser and its advisers have been afforded the  opportunity  to ask questions
of the Company concerning the investment  contemplated  hereby and to obtain any
additional  information they have deemed necessary as a condition to making such
investment.

         Section  4.  Debt;  Issuances  of  Securities.  No  provision  of  this
Agreement  or of any other  document  executed  and  delivered by the Company in
connection with this Agreement restricts,  or shall be construed to restrict, in
any way the ability of the  Company to incur  indebtedness  or to issue  capital
stock  or  other  equity  securities  (or  securities  convertible  into  equity
securities) of the Company or to grant liens on its property and assets.

         Section 5. Trading  Limitations.  For the period  beginning on the date
hereof and ending on July 10, 2004 (the  "Restricted  Period")  the  Corporation
shall cause the officers and directors identified on Exhibit 5 hereto to refrain
from  selling any  Ordinary  Shares  held by them from time to time  without the
prior written consent of Herald  Investment  Trust plc other than sales pursuant
to Rule 144 under the United States  Securities Act of 1933, as amended or sales
of Ordinary Shares purchased in open market transactions. The foregoing covenant
shall  cease to apply on the  earlier  of July 10,  2004 or the date  after  the
Registration Statement, filed

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<PAGE>

pursuant to the Registration  Rights Agreement,  has been declared  effective by
the United States  Securities  and Exchange  Commission and the Closing price of
the Ordinary Shares traded on NASDAQ has been at least $5.50 on five consecutive
trading days (the "Release Date").  During the balance of the Restricted  Period
after the Release Date, the  Corporation  shall cause its officers and directors
to refrain from selling, in the aggregate, not more than 200,000 Ordinary Shares
provided  that the foregoing  restriction  on sales shall lapse when the closing
price of the  Ordinary  Shares  traded on NASDAQ has been at least $8.25 on five
consecutive trading days.

         Section  6.  Survival  of  covenants,  agreement,  representations  and
warranties.  All covenants,  agreements,  representations  and  warranties  made
herein and in certificates delivered pursuant hereto shall survive the execution
and delivery of this Agreement and the Warrants and shall continue in full force
and effect in accordance with applicable statutes of limitations.

         Section 7. Entire  agreement;  no oral change.  This  Agreement and the
Warrants embody the entire agreement and  understanding  between the Company and
the Purchaser  relating to the subject  matter  hereof,  and supersede all prior
agreements and  understandings  relating to such subject matter.  This Agreement
may not be changed  orally,  but only by an agreement  in writing  signed by the
party against whom enforcement of any waiver, change, modification, or discharge
is sought.

         Section 8. Notices,  etc. Any notice required by the provisions of this
Agreement  will be  writing  and  will be  deemed  effectively  given:  (a) upon
personal delivery to the party to be notified;  (b) when sent by confirmed telex
or facsimile if sent during normal business hours of the recipient; if not, then
on the  next  business  day;  (c)  three  (3) days  after  having  been  sent by
registered or certified mail, return receipt requested,  postage prepaid; or (d)
one (1) day  after  deposit  with a  nationally  recognized  overnight  courier,
specifying  next day delivery,  with written  verification  of receipt.  Notices
shall be sent to the addresses first set forth above or to such other address as
a party furnishes to other parties in writing.

         Section  9.  Law  Governing.  This  Agreement  shall  be  construed  in
accordance  with and  governed by the laws of the State of New York with respect
to contracts executed and performed in the State of New York.

         Section 10.  JURISDICTION.  THE COMPANY AND THE PURCHASER  CONSENT THAT
ANY LEGAL ACTION OR  PROCEEDING  AGAINST IT OR THEM UNDER,  ARISING OUT OF OR IN
ANY MANNER  RELATING  TO THIS  AGREEMENT,  OR ANY OTHER  INSTRUMENT  OR DOCUMENT
EXECUTED AND DELIVERED IN CONNECTION  HEREWITH,  SHALL BE BROUGHT EXCLUSIVELY IN
THE COURTS OF THE STATE OF NEW YORK  LOCATED IN NEW YORK COUNTY OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE COMPANY AND THE
PURCHASER,  BY THEIR  EXECUTION  AND DELIVERY OF THIS  AGREEMENT,  EXPRESSLY AND
IRREVOCABLY  CONSENT  AND  SUBMIT TO THE  PERSONAL  JURISDICTION  OF ANY OF SUCH
COURTS IN ANY SUCH ACTION OR  PROCEEDINGS.  THE COMPANY AND THE PURCHASER  AGREE
THAT  PERSONAL  JURISDICTION  OVER THEM MAY BE  OBTAINED  BY THE  DELIVERY  OF A
SUMMONS (POSTAGE PREPAID) IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8 OF THIS
AGREEMENT. ASSUMING DELIVERY OF THE SUMMONS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 8 OF THIS AGREEMENT,  THE COMPANY AND THE PURCHASER HEREBY EXPRESSLY AND
IRREVOCABLY

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<PAGE>

WAIVE ANY ALLEGED  LACK OF PERSONAL  JURISDICTION,  IMPROPER  VENUE OF FORUM NON
CONVENIENS OR ANY SIMILAR BASIS. EACH PARTY HERETO EXPRESSLY WAIVES ANY RIGHT TO
A TRIAL BY JURY IN ANY ACTION OR  PROCEEDING  UNDER THIS  AGREEMENT,  AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING  SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.

         Section 11. Successors and Assigns. All the covenants and provisions of
this  Agreement  shall bind and inure to the  benefit of the  parties  and their
respective  successors and permitted assigns hereunder.  No party may assign any
rights or obligations  hereunder  without the prior written consent of the other
parties and any  purported  assignment  without such  consent  shall be null and
void.

         Section 12.  Amendments  and Waivers.  The provisions of this Agreement
may not be  amended,  modified  or  supplemented,  and  waiver  or  consents  to
departure from the provisions hereof may not be given without the consent of the
party against whom such waiver or consent is sought.

         Section 13. Counterparts.  This Agreement may be executed in any number
of  counterparts,  and by the parties hereto in separate  counterparts,  each of
which so  executed  shall be deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

         Section  14.  Severability.  In the  event  that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held   invalid,   illegal  or   unenforceable,   the   validity,   legality  and
enforceability  of  any  such  provisions  in  every  other  respect  and of the
remaining provisions contained herein shall not be affected or impaired thereby.

         Section 15.  Expenses;  Attorney's  Fees. Each party shall bear its own
expenses, including, without limitation, attorneys' fees, in connection with the
execution, delivery and performance of this Agreement.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first above written.


                                            ON TRACK INNOVATIONS LTD.


                                            By: /s/ Oded Bashan
                                                Name:  Oded Bashan
                                                Title: President


                                            HERALD INVESTMENT TRUST PLC


                                            By: /s/ Drene Jackson
                                                Name:  Drene Jackson
                                                Title: Fund Manager

                                       5
<PAGE>

                                                                       Exhibit 1




<TABLE>
<CAPTION>
Name and Address                   Name of Ordinary                                        Number of
 of Purchaser                      Shares Purchased               Purchase Price           Warrants


<S>                                    <C>                        <C>                       <C>
Herald Investment Trust PLC            181,818                    $2.75 per share           90,909
12 Charterhouse Square
London EC1M 6AX
</TABLE>


<PAGE>

                                                                       Exhibit 2




                           Wire Transfer Instructions


                 [OMITTED - will be furnished to the Securities
                     and Exchange Commission upon request.]





<PAGE>

                                                                       Exhibit 3




                                 Form of Warrant



                 [OMITTED - will be furnished to the Securities
                     and Exchange Commission upon request.]



<PAGE>

                                                                       Exhibit 4




                         Registrations Rights Agreement



                 [OMITTED - will be furnished to the Securities
                     and Exchange Commission upon request.]




<PAGE>

                                                                       Exhibit 5




              Trading Limitations / List of Officers and Directors



         Oded Bashan
         Ohad Bashan
         Guy Shafran



<PAGE>

                                                                   Schedule 2(d)




                        Litigation, Compliance with Laws




         None

<PAGE>

                                                                   Schedule 2(e)




                                 Title and Liens


         Liens in favor of Ha'poalim Bank.