---

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# UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

# FORM 20-F

|o | REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934
|- | ------------------------------------------------------------------------------------------------

# OR

|x | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

# For the fiscal year
ended December 31, 2007

# OR

|o | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

# For the transition
period from __________ to __________

# OR

|o | SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report _________

# Commission file number
________



# On Track Innovations
Ltd. (Exact Name of
Registrant as Specified in Its Charter)

# ISRAEL (Jurisdiction of
Incorporation or Organization)

# Z.H.R Industrial Zone,
Rosh-Pina 12000, Israel (Address of Principal
Executive Offices)

Securities registered or to be
registered pursuant to Section 12(b) of the Act:

|                                       |                                          
|-------------------------------------- | -----------------------------------------
|
|
|
|
|Title of Each Class                    | Name of Each Exchange On Which Registered
|Ordinary Shares, NIS 0.1 nominal value | Nasdaq Global Market                     

Securities registered or to be
registered pursuant to Section 12(g) of the Act:

# Securities for which
there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding
shares of each of the issuers classes of capital or common stock as of the close of
the period covered by the annual report: 19,627,068 Ordinary Shares, NIS 0.1 nominal
value.

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

o Yes     x No

If this report is an annual or
transition report, indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes     x No



---

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Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

x Yes     o No

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act.

Large Accelerated Filer o     Accelerated Filer x    Non-Accelerated Filer o

Indicate by check mark which
financial statement item the registrant has elected to follow:

Item 17 o       Item 18 x

If this is an annual report, indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

o Yes    x No

2

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# INTRODUCTION

Unless
indicated otherwise by the context, all references in this annual report to:

| |  | "we", "us", "our", "OTI", or the
"Company" are to On Track Innovations Ltd. and its
subsidiaries;
| | - | -------------------------------------------------------------------------------------------------

| |  | "dollars" or "$" are to United States dollars;
| | - | ----------------------------------------------

| |  | "NIS" or "shekels" are to New Israeli Shekels;
| | - | ----------------------------------------------

| |  | the
"Companies Law" or the "Israeli Companies Law" are to the Israeli Companies Law,
5759-1999; and
| | - | ---------------------------------------------------------------------------------------------------

| |  | the
"SEC" is to the United States Securities and Exchange Commission.
| | - | ---------------------------------------------------------------------

# CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS

Except
for the historical information contained in this annual report, the statements contained
in this annual report are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities
Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of
1995, as amended, and other federal securities laws with respect to our business,
financial condition and results of operations. Such forward-looking statements reflect our
current view with respect to future events and financial results.

We
urge you to consider that statements which use the terms anticipate,
believe, expect, plan, intend,
estimate, anticipate and similar expressions are intended to
identify forward-looking statements. We remind readers that forward-looking statements are
merely predictions and therefore inherently subject to uncertainties and other factors and
involve known and unknown risks that could cause the actual results, performance, levels
of activity, or our achievements, or industry results, to be materially different from any
future results, performance, levels of activity, or our achievements, or industry results,
expressed or implied by such forward-looking statements. Such forward-looking statements
appear in Item 4  Information on the Company regarding, among other
things, our belief as to increased acceptance of smart-card technology, expansions of the
use of our technology, acquisitions, the impact of our relationship with technology
partners and business partners as well as to our revenue and the development of future
products, and Item 5  Operating and Financial Review and Prospects,
regarding, among other things, future sources of revenue, ongoing relationships with
current and future end-user customers and resellers, future costs and expenses and
adequacy of capital resources, as well as elsewhere in this annual report.Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. Except as required by applicable law, including the securities
laws of the United States, we undertake no obligation to publicly release any update or
revision to any forward-looking statements to reflect new information, future events or
circumstances, or otherwise after the date hereof. We have attempted to identify
significant uncertainties and other factors affecting forward-looking statements in the
Risk Factors section that appears in Item 3.D., Key Information- Risk Factors,
and elsewhere in this annual report.

3

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|         |                                                                          |   
|-------- | ------------------------------------------------------------------------ | --
|
|
|
|
|ITEM 1.  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                    | 3 
|ITEM 2.  | OFFER STATISTICS AND EXPECTED TIMETABLE                                  | 3 
|ITEM 3.  | KEY INFORMATION                                                          | 3 
|         | A.     SELECTED FINANCIAL DATA                                           | 3 
|         | B.     CAPITALIZATION AND INDEBTEDNESS                                   | 4 
|         | C.     REASONS FOR THE OFFER AND USE OF PROCEEDS                         | 4 
|         | D.     RISK FACTORS                                                      | 4 
|ITEM 4.  | INFORMATION ON THE COMPANY                                               | 15
|         | A.     HISTORY AND DEVELOPMENT OF THE COMPANY                            | 15
|         | B.     BUSINESS OVERVIEW                                                 | 16
|         | C.     ORGANIZATIONAL STRUCTURE                                          | 31
|         | D.     PROPERTY, PLANT AND EQUIPMENT                                     | 34
|ITEM 4A. | UNRESOLVED STAFF COMMENTS                                                | 35
|ITEM 5.  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                             | 35
|         | A.     OPERATING RESULTS                                                 | 35
|         | B.     LIQUIDITY AND CAPITAL RESOURCES                                   | 42
|         | C.     RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC               | 44
|         | D.     TREND INFORMATION                                                 | 44
|         | E.     OFF BALANCE SHEET ARRANGEMENTS                                    | 44
|         | F.     TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS                     | 44
|ITEM 6.  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                               | 45
|         | A.     DIRECTORS AND SENIOR MANAGEMENT                                   | 45
|         | B.     COMPENSATION                                                      | 47
|         | C.     BOARD PRACTICES                                                   | 49
|         | D.     EMPLOYEES                                                         | 54
|         | E.     SHARE OWNERSHIP                                                   | 55
|ITEM 7.  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                        | 57
|         | A.     MAJOR SHAREHOLDERS                                                | 57
|         | B.     RELATED PARTY TRANSACTIONS                                        | 59
|         | C.     INTERESTS OF EXPERTS AND COUNSEL                                  | 60
|ITEM 8.  | FINANCIAL INFORMATION                                                    | 60
|         | A.     CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION | 60
|         | B.     SIGNIFICANT CHANGES                                               | 62
|ITEM 9.  | THE OFFER AND LISTING                                                    | 62
|         | A.     OFFER AND LISTING DETAILS                                         | 62
|         | B.     PLAN OF DISTRIBUTION                                              | 62
|         | C.     MARKETS                                                           | 62
|         | D.     SELLING SHAREHOLDERS                                              | 62
|         | E.     DILUTION                                                          | 62
|         | F.     EXPENSES OF THE ISSUE                                             | 62
|ITEM 10. | ADDITIONAL INFORMATION                                                   | 63
|         | A.     SHARE CAPITAL                                                     | 63
|         | B.     MEMORANDUM AND ARTICLES OF ASSOCIATION                            | 63
|         | C.     MATERIAL CONTRACTS                                                | 68
|         | D.     EXCHANGE CONTROLS                                                 | 69
|         | E.     TAXATION                                                          | 69
|         | F.     DIVIDENDS AND PAYING AGENTS                                       | 79
|         | G.     STATEMENT BY EXPERTS                                              | 80
|         | H.     DOCUMENTS ON DISPLAY                                              | 80
|         | I.     SUBSIDIARY INFORMATION                                            | 80

1

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|ITEM 11.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 80
|--------- | ---------------------------------------------------------------------------- | --
|ITEM 12.  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 80
|ITEM 13.  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 80
|ITEM 14.  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 80
|ITEM 15.  | CONTROLS AND PROCEDURES                                                      | 80
|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT                                             | 81
|ITEM 16B. | CODE OF ETHICS                                                               | 81
|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       | 81
|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   | 82
|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 82
|ITEM 17.  | FINANCIAL STATEMENTS                                                         | 83
|ITEM 18.  | FINANCIAL STATEMENTS                                                         | 83
|ITEM 19.  | EXHIBITS                                                                     | 83

2

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# PART I

|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|------- | -----------------------------------------------------

Not applicable.

|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------

Not applicable.

|ITEM 3. | KEY INFORMATION
|------- | ---------------

|A. | SELECTED
FINANCIAL DATA
|-- | -----------------------

The
following selected consolidated statements of operations data for the years ended December
31, 2005, 2006 and 2007, and the selected consolidated balance sheet data as of December
31, 2006 and 2007, have been derived from our audited consolidated financial statements
set forth elsewhere in this annual report. These financial statements have been prepared
in accordance with generally accepted accounting principles in the United States, or U.S.
GAAP. The selected consolidated statements of operations data for the years ended December
31, 2003 and 2004 and the selected consolidated balance sheet data as of December 31,
2003, 2004 and 2005 have been derived from our audited consolidated financial statements
not included in this annual report, which have also been prepared in accordance with U.S.
GAAP. The selected consolidated financial data set forth below should be read in
conjunction with and are qualified by reference to our consolidated financial statements
and the related notes, as well as Item 5.  Operating and Financial Review
and Prospects included elsewhere in this annual report. Effective as of June 17,
2002, we consummated a one for ten reverse share split of our ordinary shares, such that
every ten ordinary shares of NIS 0.01 par value became one ordinary share of NIS 0.1 par
value. All shares, per share, warrants and options amounts in the consolidated financial
statements have been adjusted to give retroactive effect to this reverse share split for
all periods presented.

|                                    | Year ended December 31
|----------------------------------- | ----------------------
|
|
|
|
|REVENUES                            |                       
|Sales                               |                       
|Licensing and transaction fees      |                       
|                                    |                       
|Total revenues                      |                       
|                                    |                       
|COST OF REVENUES                    |                       
|Sales                               |                       
|                                    |                       
|Total cost of                       |                       
|revenues                            |                       
|                                    |                       
|                                    |                       
|Gross profit                        |                       
|                                    |                       
|                                    |                       
|OPERATING EXPENSES                  |                       
|Research and development            |                       
|Less - participation by the         |                       
|Office of the Chief                 |                       
|Scientist                           |                       
|                                    |                       
|Research and development,           |                       
|net                                 |                       
|Selling and marketing               |                       
|General and administrative          |                       
|Amortization of intangible          |                       
|assets                              |                       
|Expenses relating to                |                       
|raising of  capital,                |                       
|exchange of subsidiary's            |                       
|employees equity interest           |                       
|in equity interests of              |                       
|the Company and new                 |                       
|acquisitions in the Far East        |                       
|Gain from sale of                   |                       
|subsidiary                          |                       
|                                    |                       
|Total operating                     |                       
|expenses                            |                       
|                                    |                       
|                                    |                       
|Operating loss                      |                       
|                                    |                       
|Financial income (expense), net     |                       
|Other income (expense), net         |                       
|                                    |                       
|Loss before taxes on income         |                       
|Taxes on income                     |                       
|Equity in net losses of affiliated  |                       
|company                             |                       
|Minority share in income (loss) of  |                       
|subsidiaries                        |                       
|                                    |                       
|Loss before extraordinary           |                       
|item                                |                       
|Extraordinary item                  |                       
|                                    |                       
|Net loss                            |                       
|                                    |                       
|                                    |                       
|Basic and diluted net loss per      |                       
|ordinary share from:                |                       
|Loss before extraordinary item      |                       
|                                    |                       
|                                    |                       
|Extraordinary item                  |                       
|                                    |                       
|                                    |                       
|Net loss                            |                       
|                                    |                       
|Weighted average number of ordinary |                       
|shares used in computing net loss   |                       
|per ordinary share - basic and      |                       
|diluted                             |                       

3

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|                                           | As of December 31
|------------------------------------------ | -----------------
|
|
|
|
|Balance Sheet Data:                        |                  
|Cash and cash equivalents                  |                  
|Total current assets                       |                  
|Total assets                               |                  
|Total liabilities                          |                  
|Long term loans, net of current maturities |                  
|Total shareholders' equity                 |                  

|B. | CAPITALIZATION
AND INDEBTEDNESS
|-- | -------------------------------

Not applicable.

|C. | REASONS
FOR THE OFFER AND USE OF PROCEEDS
|-- | -----------------------------------------

Not applicable.

|D. | RISK
FACTORS
|-- | ------------

The
following risk factors, among others, could in the future affect our actual results of
operations and could cause our actual results to differ materially from those expressed in
forward-looking statements made by us. These forward-looking statements are based on
current expectations and we assume no obligation to update this information. Before you
decide to buy, hold, or sell our ordinary shares, you should carefully consider the risks
described below, in addition to the other information contained elsewhere in this annual
report. The following risk factors are not the only risk factors facing our company.
Additional risks and uncertainties not presently known to us or that we currently deem
immaterial may also affect our business. Our business, financial condition and results of
operations could be seriously harmed if any of the events underlying any of these risks or
uncertainties actually occurs. In that event, the market price for our ordinary shares
could decline, and you may lose all or part of your investment.

4

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# Risks Related to Our
Business

We have a history of losses and
expect to continue to incur full-year losses at least through 2008.

We
have incurred losses in each year since we commenced operations in 1990. We reported net
losses, $3.6 million in 2003, $9.3 million in 2004 $9.1 million in 2005, $6.6 million in
2006 and $20.6 million in 2007. We expect to incur full year losses at least through 2008,
as we invest in the expansion of our global marketing network, reduce our product prices
in return for transaction fees based on the volume of transactions in systems that contain
our products, enhance our research and development capabilities and expand our internal
manufacturing capabilities.

If the market for smart cards in
general, and for contactless microprocessor-based smart cards in particular, does not
grow, sales of our products may not grow and may even decline.

The
success of our products depends on commercial enterprises, governmental authorities and
other potential card issuers adopting contactless microprocessor-based smart card
technologies. Other card technologies, such as magnetic strips or bar codes, are widely
used and could be viewed by potential customers as more cost effective alternatives to our
products. Additionally, potential customers in developed countries such as the United
States may already have installed systems that are based on technologies different from
ours and may therefore be less willing to incur the capital expenditures required to
install or upgrade to a contactless microprocessor-based smart card system. As a result,
we cannot assure you that there will be significant market opportunities for contactless
microprocessor-based smart card products. If demand for contactless microprocessor-based
smart card products such as ours does not develop or develops more slowly than we
anticipate, we may have fewer opportunities for growth than we expect.

If we fail to develop new products or
adapt our existing products for use in new markets, our revenue growth may be impeded and
we may incur significant losses.

To
date, we have sold products incorporating our technology within a limited number of
markets. We are currently developing and marketing products such as medical cards for use
in hospitals and identity cards for use by governmental authorities. We are devoting
significant resources to developing and marketing these and other products and adapting
our existing products for use in new markets. If we fail to develop new products or adapt
our existing products for new markets, we may not recoup the expenses incurred in our
efforts to do so, our revenue growth may be impeded and we may incur significant losses.

We have acquired several companies
or groups of companies and we intend to continue to pursue strategic acquisitions in the
future. The failure to successfully integrate acquired companies and businesses or to
acquire new companies and businesses may harm our financial performance and growth.

During
the last few years we acquired several companies around the world.

We paid for all of these acquisitions
through the issuance of our ordinary shares (and in certain cases, warrants to purchase
ordinary shares). These and future acquisitions could result in:

| |  | difficulties
in integrating our operations, technologies, products and services with those of the
         acquired companies;
| | - | ------------------------------------------------------------------------------------------------------------------------------

| |  | difficulty
in integrating operations that are spread across significant geographic distances;
| | - | ---------------------------------------------------------------------------------------------

| |  | diversion
of our capital and our management's attention away from other business issues;
| | - | ----------------------------------------------------------------------------------------

| |  | potential
loss of key employees and customers of companies we acquire;
| | - | ----------------------------------------------------------------------

| |  | increased
liabilities as a result of liabilities of the companies we acquire; and
| | - | ---------------------------------------------------------------------------------

| |  | dilution
of shareholdings in the event we acquire companies in exchange for our shares.
| | - | ---------------------------------------------------------------------------------------

We
may not successfully integrate any technologies, manufacturing facilities or distribution
channels that we have or may acquire and we cannot assure you that any of our recent
acquisitions will be successful. In addition, if we do not acquire new companies and
businesses in the future, our business may not grow as expected. If any of our recent or
future acquisitions are not successful, our financial performance and business may be
adversely affected.

5

---

---

We derive a portion of our revenues
from sales to systems integrators that are not the end-users of our products. We are to a
certain extent dependent on the ability of these integrators to maintain their existing
business and secure new business.

In
2004, 2005 2006 and 2007, 16%, 9%, 8% and 8%, respectively, of our revenues were derived
from sales to systems integrators that incorporate our products into systems which they
supply and install for use in a specific project. To the extent our revenues depend on the
ability of systems integrators to successfully market, sell, install and provide technical
support for systems in which our products are integrated or to sell our products on a
stand-alone basis, our revenues may decline if the efforts of these systems integrators
fail. Further, the faulty or negligent implementation and installation of our products by
systems integrators may harm our reputation and dilute our brand name. Because we are one
step removed from the end-users of our products, it may be more difficult for us to
rectify damage to our reputation caused by systems integrators that have direct contact
with end-users. In addition, termination of agreements with systems integrators or
revocation of exclusive distribution rights within certain countries can be difficult. If
we are unable to maintain our current relationships with systems integrators or develop
relationships with new systems integrators, we may not be able to sell our products and
our results of operations could be impaired.

Unless
we continue to expand our direct sales, our future success will depend upon the timing and
size of future purchases by systems integrators and the success of the projects and
services for which they use our products.

Our dependence on third party
distributors, sales agents, and value-added resellers could result in marketing and
distribution delays which would prevent us from generating sales revenues.

We
market and sell some of our products using a network of distributors covering several
major world regions, including the United States. We establish relationships with
distributors and resellers through written agreements that provide prices, discounts and
other material terms and conditions under which the reseller is eligible to purchase our
systems and products for resale. These agreements generally do not grant exclusivity to
the distributors and resellers and, as a general matter, are fixed-term contracts, do not
always have commitments for minimum sales and can be terminated by the distributor. We are
currently engaged in discussions with other potential distributors, sales agents, and
value-added resellers. Such arrangements may never be finalized and, if finalized, such
arrangements may not increase our revenues or enable us to achieve profitability.

Our
ability to terminate a distributor that is not performing satisfactorily may be limited.
Inadequate performance by a distributor may affect our ability to develop markets in the
regions for which the distributor is responsible and could result in substantially greater
expenditures by us in order to develop such markets. Our operating results will be highly
dependent upon: (i) our ability to maintain our existing distributor arrangements; (ii)
our ability to establish and maintain coverage of major geographic areas and establish
access to customers and markets; and (iii) the ability of our distributors, sales agents,
and value-added resellers to successfully market our products. A failure to achieve these
objectives could result in lower revenues.

Our revenue growth may be impaired if
we are unable to maintain our current, and establish new, strategic relationships.

The
markets for our products are usually highly specialized and require us to enter into
strategic relationships in order to facilitate or accelerate our penetration into new
markets. We consider a relationship to be strategic when we integrate our technology into
some of the product offerings of a manufacturer or systems integrator that has a
significant position in a specified market, and then we cooperate in marketing the
resulting product. The termination of any of our strategic relationships or our failure to
develop additional relationships in the future may limit our ability to expand the markets
in which our products are deployed or to sell particular products.

The terms of certain of our
agreements may restrict our ability to take actions that we believe to be desirable.

Pursuant
to certain agreements we have entered into with our suppliers, distributors and joint
venture partners, we have agreed to restrict ourselves in some areas of business for
different time periods, ranging from several months to several years. In addition, in
certain markets, we sell our products through distributors which, in general, have
exclusive distribution rights in that market if specified sales quotas are met. The
foregoing could have a material adverse effect on our business, operating results and
financial condition if these partners do not perform in a satisfactory manner.

6

---

---

We face intense competition. If we
are unable to compete successfully, our business prospects will be impaired.

We
face intense competition from developers of contact and contactless microprocessor-based
technologies and products, developers of contactless products that use other types of
technologies that are not microprocessor-based, and non-smart card technologies. We
compete on the basis of a range of competitive factors including price, compatibility with
the products of other manufacturers, and the ability to support new industry standards and
introduce new reliable technologies. Many of our competitors, including NXP Semiconductors
(previously Philips Semiconductors), a division of Philips Electronics N.V., and Infineon
Technologies AG have greater market recognition, larger customer bases, and substantially
greater financial, technical, marketing, distribution, and other resources than we
possess. As a result, they may be able to introduce new products, respond to customer
requirements and adapt to evolving industry standards more quickly than we can. In
addition, we may not be able to differentiate our products sufficiently from those of our
competitors.

From
time to time, we or one or more of our present or future competitors may announce new or
enhanced products or technologies that have the potential to replace or shorten the life
cycles of our existing products. The announcement of new or enhanced products may cause
customers to delay or alter their purchasing decisions in anticipation of such products,
and new products developed by our competitors may render our products obsolete or achieve
greater market acceptance than our products.

If
we cannot compete successfully with our existing and future competitors, we could
experience lower sales, price reductions, loss of revenues, reduced gross margins and
reduced market share.

If there is a sustained increase in
demand for microprocessors, availability might be limited and prices might increase.

Our
products require microprocessors. The microprocessor industry periodically experiences
increased demand and limited availability due to production capacity constraints.
Increased demand for, or limited availability of, microprocessors could substantially
increase the cost of producing our products. Because some of our customer contracts have
fixed prices, we may not be able to pass on any increases in costs to these customers, and
consequently our profit margin could be reduced.

In
addition, as a result of a shortage, we may be compelled to delay shipments of our
products, or devote additional resources to maintaining higher levels of microprocessor
inventory. Consequently, we may experience substantial period-to-period fluctuations in
our cost of revenues and, therefore, in our future results of operations.

Our products have long development
cycles and we may expend significant resources in relation to a specific project without
realizing any revenues.

The
development cycle for our products varies from project to project. Typically, the projects
in which we are involved are complex and require that we customize our products to our
customers needs and specifications in return for payment of a fixed amount. We then
conduct evaluation, testing, implementation and acceptance procedures of the customized
products with the customer. Only after successful completion of these procedures will
customers place orders for our products in commercial quantities. In addition, our
contracts do not typically include minimum purchase requirements. We, therefore, cannot
assure that future contracts will result in commercial sales. Our average development
cycle is typically between 18 and 24 months from initial contact with a potential customer
until we deliver commercial quantities to the customer and recognize significant revenues.
As a result, we may expend financial, management and other resources to develop customer
relationships before we recognize any revenues.

Fluctuations in our quarterly
financial performance may create volatility in the market price of our shares and may make
it difficult to predict our future performance.

Our
quarterly revenues and operating results have varied substantially in the past and are
likely to do so in the future. These fluctuations may be driven by various factors which
are beyond our control, are difficult to predict and may not meet the expectations of
analysts and investors. These factors include the following:

| |  | The
size and timing of orders placed by our government customers is difficult to predict.
Government projects typically involve a protracted competitive procurement process and in
some circumstances litigation following the award of a contract. For example, we started
to prepare our offer for the Israeli national electronic parking system project in 1992,
we were awarded the contract in May 1998 and deployment began in January 2000. We started
recognizing revenues in the second half of 2000.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
fact that our rental expenses are fixed and we may not be able to reduce these expenses
in the event of a reduction in revenues in a particular quarter. In addition, our payroll
expenses are relatively fixed and we would not expect to reduce our workforce due to a
reduction in revenues in any particular quarter.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

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| |  | The
tendency of our clients to place orders for products toward the last quarter of their
financial year.
| | - | ---------------------------------------------------------------------------------------------------------

Because
of these factors, our revenues and operating results in any quarter may not be indicative
of our future performance, and it may be difficult for you to evaluate our prospects.

Delays or discontinuance of the
supply of components may hamper our ability to produce our products on a timely basis and
cause short-term adverse effects.

The
components we use in our products, including microprocessors and cards, are supplied by
third party suppliers and manufacturers. We sometimes experience short-term adverse
effects due to delayed shipments that have in the past interrupted and delayed, and could
in the future interrupt and delay, the supply of our products to our customers, and may
result in cancellation of orders for our products. In addition, we do not generally have
long term supply contracts under which our suppliers are committed to supply us with
components at a fixed price. Suppliers could increase component prices significantly
without warning or could discontinue the manufacture or supply of components used in our
products. We may not be able to develop alternative sources for product components if and
as required in the future. Even if we are able to identify alternative sources of supply,
we may need to modify our products to render them compatible with other components. This
may cause delays in product shipments, increase manufacturing costs and increase product
prices.

Because
some of our suppliers are located in Europe and the Far East, we may experience logistical
problems in our supply chain, including long lead times for receipt of products or
components and shipping delays. In addition, our subcontractors located in Israel and the
Far East may, on occasion, feel the impact of potential economic or political instability
in their regions, which could affect their ability to supply us with components for our
products in a timely manner.

If we fail to hire, train and retain
qualified research and development personnel, our ability to enhance our existing
products, develop new products and compete successfully may be materially and adversely
affected.

Our
success depends in part on our ability to hire, train and retain qualified research and
development personnel. Individuals who have expertise in research and development in our
industry are scarce. Competition for such personnel in the electronics industry is
intense, particularly in Israel. Consequently, hiring, training and retaining such
personnel is both time consuming and expensive. In addition, it may be difficult to
attract qualified personnel to Rosh Pina, which is in the north of Israel. If we fail to
hire, train and retain employees with skills in research and development, we may not be
able to enhance our existing products or develop new products.

Our ability to compete depends on our
continuing right to use, and our ability to protect, our intellectual property rights.

Our
success and ability to compete depend in large part on using our intellectual property and
proprietary rights to protect our technology and products. We rely on a combination of
patent, trademark, design, copyright and trade secret law, as well as confidentiality
agreements and other contractual relationships with our employees, customers, affiliates,
distributors and others. While substantially all of our employees are subject to
non-compete agreements, these agreements may be difficult to enforce as a result of
Israeli law limiting the scope of employee non-competition undertakings.

We
currently have patents registered in the United States, Israel and other countries
covering some of our technology, and have pending applications in the United States,
Europe, the Far East, Israel and elsewhere which have not yet resulted in granted patents.
We cannot be certain that patents will be issued with respect to any of our pending or
future patent applications or that the scope of our existing patents, or any future
patents that are issued to us, will provide us with adequate protection for our technology
and products. Others may challenge our patents or registered trademarks. We do not know
whether any of them will be upheld as valid or will be enforceable against alleged
infringers. Thus we do not know whether they will enable us to prevent or hinder the
development of competing products or technologies. Moreover, patents provide legal
protection only in the countries where they are registered and the extent of the
protection granted by patents varies from country to country.

The
measures we have taken to protect our technology and products may not be sufficient to
prevent their misappropriation by third parties or independent development by others of
similar technologies or products. Competitors may also develop competing technology by
designing around our patents and thereafter manufacturing and selling products that
compete directly with ours.

8

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In
order to protect our technology and products and enforce our patents and other proprietary
rights, we may need to initiate, prosecute or defend litigation and other proceedings
before courts and patent and trademark offices in numerous countries. These legal and
administrative proceedings could be expensive and could occupy significant management time
and resources.

Our products may infringe
the intellectual property rights of others.

It
is not always possible to know with certainty whether or not the manufacture and sale of
our products does or will infringe patents or other intellectual property rights owned by
third parties. For example, patent applications may be pending at any time which, if
granted, cover products that we developed or are developing. In certain jurisdictions, the
subject matter of patents is not published until the patents are issued. Third parties may
from time to time claim that our products infringe their patent or other intellectual
property rights. In addition, if third parties claim that our customers are violating
their intellectual property rights, our customers may seek indemnification from us (which
could be costly), or may terminate their relationships with us. Our products depend on
operating systems licensed to us and we may also be subject to claims by third parties
that our use of these operating systems infringes their intellectual property rights. Any
intellectual property claim could involve time-consuming and disruptive litigation that,
if determined adversely to us, could prevent us from making or selling our products,
subject us to substantial monetary damages or require us to seek licenses.

Intellectual
property rights litigation is complex and costly, and we cannot be sure of the outcome of
any litigation. Even if we prevail, the cost of litigation could harm our results of
operations. In addition, litigation is time consuming and could divert our
managements attention and resources away from our business. If we do not prevail in
any litigation, in addition to any damages we might have to pay, we might be required to
discontinue the use of certain processes, cease the manufacture, use and sale of
infringing products and solutions, expend significant resources to develop non-infringing
technology or obtain licenses on unfavorable terms. Licenses may not be available to us on
acceptable terms or at all. In addition, some licenses are non-exclusive and, therefore,
our competitors may have access to the same technology licensed to us. If we fail to
obtain a required license or cannot design around any third party patents or otherwise
avoid infringements, we may be unable to sell some of our products.

The loss of the services of our
Chairman and Chief Executive Officer, Oded Bashan, could seriously harm our business.

Our
success depends, in part, on the continued services of Oded Bashan, our Chairman and Chief
Executive Officer. Mr. Bashan is one of our founders and has developed our business and
technology strategy since our inception. The loss of services of Mr. Bashan could disrupt
our operations and harm our business.

We are susceptible to changes in
international markets and difficulties with international operations could harm our
business.

We
have derived revenues from different geographical areas. The following table sets forth
our sales in different geographical areas as a percentage of revenues:

|     | Africa | Europe | Far East | Americas | Israel
|---- | ------ | ------ | -------- | -------- | ------
|
|
|
|
|2003 |        |        |          | 15       |       
|2004 |        |        |          | 11       |       
|2005 |        |        |          | 11       |       
|2006 |        |        |          | 8        |       
|2007 |        |        |          | 11       |       

Our
ability to maintain our position in existing markets and to penetrate new, regional and
local markets, is dependent, in part, on the stability of regional and local economies.
Our regional sales may continue to fluctuate widely and may be adversely impacted by
future political or economic instability in these or other foreign countries or regions.

9

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In
addition, there are inherent risks in these international operations which include:

| |  | changes
in regulatory requirements and communications standards;
| | - | ----------------------------------------------------------------

| |  | required
licenses, tariffs and other trade barriers;
| | - | ----------------------------------------------------

| |  | difficulties
in enforcing intellectual property rights across, or having to litigate disputes in,
                 various jurisdictions;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| |  | difficulties
in staffing and managing international operations;
| | - | ---------------------------------------------------------------

| |  | potentially
adverse tax consequences; and
| | - | -----------------------------------------

| |  | the
burden of complying with a wide variety of complex laws and treaties in various
jurisdictions.
| | - | --------------------------------------------------------------------------------------------------

If
we are unable to manage the risks associated with our focus on international sales, our
business may be harmed.

Because we report in dollars while a
portion of our revenues and expenses is incurred in other currencies, currency
fluctuations could adversely affect our results of operations.

We
generate a significant portion of our revenues in U.S. dollars but we incur a large
portion of our expenses in other currencies, principally some employees salaries in
New Israeli Shekels, and the majority of the expenses of our German, French and Polish
subsidiaries, InterCard, InSeal and ASEC, in euros and of our subsidiary in the Far East,
MCT, in Yuan Renminbi. To the extent that we and our subsidiaries based in Israel, Europe
and the Far East conduct our business in different currencies, our revenues and expenses
and, as a result, our assets and liabilities, are not necessarily accounted for in the
same currency. We are, therefore, exposed to foreign exchange rate fluctuations. These
fluctuations may negatively affect our results of operations. Our operations could also be
adversely affected if we are unable to limit our exposure to currency fluctuations in the
future. Accordingly, we may enter into currency hedging transactions to decrease the risk
of financial exposure to fluctuations in the exchange rate of the U.S. dollar against the
New Israeli Shekel or other currencies.

However,
these measures may not adequately protect us from material adverse effects resulting from
currency fluctuations. In addition, if we wish to maintain the dollar-denominated value of
sales made in other currencies, any devaluation of the other currencies relative to the
U.S. dollar would require us to increase our other currency denominated sales price. That
could cause our customers to cancel or decrease orders.

We may have to adapt our products in
order to integrate them into our customers systems if new government regulations or
industry standards are adopted or current regulations or standards are changed.

Some
of our products are subject to government regulation in the countries in which they are
used. For example, card readers used in the United States and in Europe require
certification of compliance with regulations of the U.S. Federal Communications Commission
and the European Telecommunications Standards Institute, respectively, regarding emission
limits of radio frequency devices. In addition, governmental certification for the systems
into which our products are integrated may be required. The International Standards
Organization is in the process of approving industry standards regulating the transfer of
data between contactless smart cards and a reader. If there is a change in government
regulations or industry standards, we may have to make significant modifications to our
products and, as a result, could incur significant costs and may be unable to deploy our
products in a timely manner.

In
addition, prior to purchasing our products, some customers may require us to receive or
obtain a third party certification, or occasionally certify ourselves, that our products
can be integrated successfully into their systems or comply with applicable regulations.
Receipt of third party certifications may not occur in a timely manner or at all. In some
cases, in order for our products, or for the system into which they are integrated, to be
certified, we may have to make significant product modifications. Failure to receive third
party certifications could render us unable to deploy our products in a timely manner or
at all.

Our products may contain defects that
are only discovered after the products have been deployed. This could harm our reputation,
result in loss of customers and revenues and subject us to product liability claims.

Our
products are highly technical and deployed as part of large and complex projects. Because
of the nature of our products, they can only be fully tested when fully deployed. For
example, the testing of our parking payment product required the distribution of sample
parking payment cards to drivers, installation of electronic kiosks at which a card holder
can increase the balance on his or her card, linking of kiosks to financial and parking
databases, collection of data through handheld terminals, processing of data that is
collected by the system, compilation of reports and clearing of parking transactions. Any
defects in our products could result in:

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| |  | harm
to our reputation;
| | - | -----------------------

| |  | loss
of, or delay in, revenues;
| | - | -------------------------------

| |  | loss
of customers and market share;
| | - | -----------------------------------

| |  | failure
to attract new customers or achieve market acceptance for our products; and
| | - | -----------------------------------------------------------------------------------

| |  | unexpected
expenses to remedy errors.
| | - | -------------------------------------

In
addition, we could be exposed to potential product liability claims. While we currently
maintain product liability insurance, we cannot assure you that this insurance will be
sufficient to cover any successful product liability claim. Any product liability claim
could result in changes to our insurance policies, including premium increases or the
imposition of a large deductible or co-insurance requirements. Any product liability claim
in excess of our insurance coverage would have to be paid out of our cash reserves.
Furthermore, the assertion of product liability claims, regardless of the merits
underlying the claim, could result in substantial costs to us, divert managements
attention away from our operations and damage our reputation.

We have sought U.S. government
contracts in the past and may seek additional U.S. government contracts in the future,
which subjects us to certain risks associated with such types of contracts.

Most
U.S. government contracts are awarded through a competitive bidding process, and some of
the business that we expect to seek in the future likely will be subject to a competitive
bidding process. Competitive bidding presents a number of risks, including:

| |  | the
frequent need to compete against companies or teams of companies with more financial and
marketing resources and more experience than we have in bidding on and performing major
contracts;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
need to compete against companies or teams of companies that may be long-term, entrenched
incumbents for a particular contract we are competing for and which have, as a result,
greater domain expertise and established customer relations;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
need to compete on occasion to retain existing contracts that have in the past been
awarded to us on a sole-source basis;
| | - | -----------------------------------------------------------------------------------------------------------------------------

| |  | the
substantial cost and managerial time and effort necessary to prepare bids and proposals
for contracts that may not be awarded to us;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------

| |  | the
need to accurately estimate the resources and cost structure that will be required to
service any                  fixed-price contract that we are awarded; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
expense and delay that may arise if our competitors protest or challenge new contract
awards made to us pursuant to competitive bidding or subsequent contract modifications,
and the risk that any of these protests or challenges could result in the resubmission of
bids on modified specifications, or in termination, reduction or modification of the
awarded contract.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
may not be afforded the opportunity in the future to bid on contracts that are held by
other companies and are scheduled to expire if the U.S. government determines to extend
the existing contract. If we are unable to win particular contracts that are awarded
through the competitive bidding process, we may not be able to operate in the market for
products and services that are provided under those contracts for a number of years. If we
are unable to win new contract awards or retain those contracts, if any, that we are
awarded over any extended period, our business, prospects, financial condition and results
of operations will be adversely affected.

In
addition, U.S. government contracts subject us to risks associated with public budgetary
restrictions and uncertainties, actual contracts that are less than awarded contract
amounts, and cancellation at any time at the option of the government. Any failure to
comply with the terms of any government contracts could result in substantial civil and
criminal fines and penalties, as well as suspension from future contracts for a
significant period of time, any of which could adversely affect our business by requiring
us to pay significant fines and penalties or prevent us from earning revenues from
government contracts during the suspension period. Cancellation of any one of our major
government contracts, however, could have a material adverse effect on our financial
condition.

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The
U.S. government may be in a position to obtain greater rights with respect to our
intellectual property than we would grant to other entities. Government agencies also have
the power, based on financial difficulties or investigations of their contractors, to deem
contractors unsuitable for new contract awards. Because we will engage in the government
contracting business, we will be subject to audits and may be subject to investigation by
governmental entities. Failure to comply with the terms of any government contracts could
result in substantial civil and criminal fines and penalties, as well as suspension from
future government contracts for a significant period of time, any of which could adversely
affect our business by requiring us to spend money to pay the fines and penalties and
prohibiting us from earning revenues from government contracts during the suspension
period.

Terrorist attacks may
have a material adverse effect on our operating results.

Terrorist
attacks and other acts of violence or war may affect the financial markets on which our
ordinary shares trade, the markets in which we operate, our operations and profitability
and your investment. These attacks or subsequent armed conflicts resulting from or
connected to them may directly impact our physical facilities or those of our suppliers or
customers. Furthermore, these terrorist attacks may make travel and the transportation of
our supplies and products more difficult and/or expensive and affect the results of our
operations.

Delays in the
implementation stage in some of the projects we are involved with, may prevent us from
generating sales revenues as expected in the year.

In
2007 we have experienced delays in some of the projects we are involved with  for
example in our joint venture selling electronic travel document inlays for a major Asian
government we have experienced delays in the project implementation. Delays in other
projects might occur as a result of factors that are beyond the Company control such as
customer readiness or shortage in purchased components needed for the project
implementation as well as Company readiness to implement the projects.

If
such delays will occur during the year 2008 it might affect our revenues, profitability
and our share price.

# Risks Related to Our
Ordinary Shares

Our share price has
fluctuated in the past and may continue to fluctuate in the future.

The
market price of our ordinary shares has experienced significant fluctuations and may
continue to fluctuate significantly. The market price of our ordinary shares may be
significantly affected by factors such as the announcements of new products or product
enhancements by us or our competitors, technological innovations by us or our competitors
or quarterly variations in our results of operations. In addition, any statements or
changes in estimates by analysts covering our shares or relating to the smart card
industry could result in an immediate effect that may be adverse to the market price of
our shares.

Trading
in shares of companies listed on the Nasdaq Global Market in general
and trading in shares of technology companies in particular has been subject to extreme
price and volume fluctuations that have been unrelated or disproportionate to operating
performance. These factors may depress the market price of our ordinary shares, regardless
of our actual operating performance.

Securities
litigation has also often been brought against companies following periods of volatility
in the market price of its securities. In the future, we may be the target of similar
litigation that could result in substantial costs and diversion of our managements
attention and resources.

Our share price could be
adversely affected by future sales of our ordinary shares.

As of March 31, 2008, we had
outstanding 19,890,473 ordinary shares, warrants to purchase 2,269,682 additional ordinary
shares at a weighted average exercise price of $13.36 per share and options to purchase
2,554,887 additional ordinary shares at a weighted average exercise price of $2.95 per share. We may, in the future sell or issue additional ordinary shares. The market
price of our ordinary shares could drop as a result of sales of substantial amounts of our
ordinary shares in the public market or the perception that such sales may occur,
including sales or perceived sales by our directors, officers or principal shareholders.
These factors could also make it more difficult to raise additional funds through future
offerings of our ordinary shares or other securities.

If our ordinary shares are ever
considered a penny stock, any investment in our ordinary shares will be considered a
high-risk investment and become subject to restrictions on marketability.

If
the bid price of our ordinary shares falls below $1.00 and we fail to maintain our Nasdaq
listing, our ordinary shares may be deemed to be penny stock for purposes of
the Securities Exchange Act of 1934, as amended, or the Exchange Act. The
closing price of our ordinary shares on March 28, 2008 was  $2.71.  We continue to
maintain our Nasdaq listing. Brokers effecting transactions in a penny stock are subject
to additional customer disclosure and record keeping obligations. The additional
obligations include disclosure of the risks associated with low price stocks, stock quote
information and broker compensation. In addition, brokers making transactions in penny
stocks are subject to additional sales practice requirements under the Exchange Act. These
additional requirements include making inquiries into the suitability of penny stock
investments for each customer or obtaining the prior written agreement of the customer for
the penny stock purchase. Because of these additional obligations, some brokers will not
effect transactions in penny stocks. If our shares are deemed a penny stock in
the future, this designation could have an adverse effect on the liquidity of our ordinary
shares and your ability to sell our ordinary shares.

12

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Our shareholders could
experience dilution of their ownership interest by reason of our issuing more shares.

Under
Israeli law, shareholders in public companies do not have preemptive rights. This means
that our shareholders do not have the legal right to purchase shares in a new issue before
they are offered to third parties. In addition, our board of directors may approve the
issuance of shares in many instances without shareholder approval. As a result, our
shareholders could experience dilution of their ownership interest by reason of our
raising additional funds through the issuance of ordinary shares. In addition, we may
continue to acquire companies or businesses in exchange for our shares, resulting in
further dilution.

We do not anticipate
paying cash dividends in the foreseeable future.

We
have never declared or paid cash dividends and we do not anticipate paying cash dividends
in the foreseeable future. We intend to retain all future earnings to fund the development
of our business. In addition, if we would receive benefits under Israeli law for our
Approved Enterprises, payment of a cash dividend may create additional tax
liabilities for us.

Our concentration of voting power
will limit your ability to influence or control corporate actions.

Oded
Bashan has the right to vote approximately 19.38% of our outstanding shares by reason of
his ownership of 711,663 of our outstanding shares, and his holding proxies to vote
3,034,817 additional ordinary shares that are owned by other shareholders (where he holds
proxies to vote 2,607,113

of
these ordinary shares as chairman of our board; however, our board of directors may
designate someone else to hold these proxies; this includes Vuances (Formerly
SuperCom) execution of an irrevocable proxy appointing the chairman to vote the 1,308,483
ordinary shares issued in connection with the transaction.) Mr. Bashan therefore has
substantial voting power in comparison to our other shareholders and, accordingly, his
vote in our shareholders meetings may influence the outcome of such meetings.

We
may fail to maintain effective internal control in accordance with Section 404 of the
Sarbanes-Oxley Act of 2002.

The
Sarbanes-Oxley Act of 2002 imposes certain duties on us and our executives and directors.
Our efforts to comply with the requirements of the Sarbanes-Oxley Act of 2002, and in
particular with Section 404, a portion of which commenced in connection with this annual
report on Form 20-F, have resulted in increased general and administrative expenses and a
diversion of management time and attention, and we expect these efforts to require the
continued commitment of resources. If we fail to maintain the adequacy of our internal
controls, we may not be able to ensure that we can conclude on an ongoing basis that we
have effective internal control over financial reporting. Although our management has
determined that we had effective internal control over financial reporting in 2007, we may
identify material weaknesses or significant deficiencies in our future internal control
over financial reporting. Failure to maintain effective internal control over financial
reporting could result in investigation or sanctions by regulatory authorities, and could
have a material adverse effect on our operating results, investor confidence in our
reported financial information, and the market price of our ordinary shares.

Following the implementation of SFAS
No. 123R, we are required to record compensation expense in connection with share-based
compensation and, as a result, our profitability may be reduced significantly.

Accounting
standard require that all share-based payments to employees to be recognized as a
compensation expense based on their fair values. The adoption of this standard has, and is
expected to continue to have, a significant adverse impact on our results of operations.
In addition, if as a result of this new standard we would stop or limit the use of stock
options as an incentive and retention tool, it could have an adverse effect on our ability
to recruit and retain employees.

13

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# Risks Related to Israel

Conditions in Israel may harm our
ability to produce and sell our products and services and may adversely affect our share
price.

We
are incorporated under the laws of the State of Israel, and our principal executive
offices and research and development facilities, as well as some of our suppliers, are
located in Israel. Political, economic and military conditions in Israel directly affect
our operations. Since the establishment of the State of Israel in 1948, a number of armed
conflicts have taken place between Israel and its Arab neighbors. A state of hostility,
varying in degree and intensity, has led to security and economic problems for Israel.
Despite the progress towards peace between Israel and its Arab neighbors, the future of
these peace efforts remains uncertain. Since October 2000, there has been a substantial
deterioration in the relationship between Israel and the Palestinian Authority and a
significant increase in violence, primarily in the West Bank and Gaza Strip. During July
2006, an armed conflict between Israel and the Lebanese terror organization, Hezbollah,
took place in northern Israel and Lebanon. The ongoing violence between Israel and the
Palestinians or any future armed conflicts, political instability or continued violence in
the region would likely have a negative effect on our business condition, harm our results
of operations and adversely affect the share price of publicly traded Israeli companies
such as us. In addition, Israels economy has been subject to numerous destabilizing
factors, including a period of rampant inflation in the early to mid-1980s, low foreign
exchange reserves, fluctuations in world commodity prices, military conflicts and civil
unrest. Furthermore, several countries still restrict business with Israel and Israeli
companies, which may limit our ability to make sales in those countries. These
restrictions may have an adverse impact on our operating results, financial condition or
the expansion of our business.

Our operations could be disrupted as
a result of the obligation of key personnel to perform Israeli military service.

Some
of our executive officers and employees must perform annual military reserve duty in
Israel and may be called to active duty at any time under emergency circumstances. Our
operations could be disrupted by the absence for a significant period of one or more of
our executive officers or other key employees due to military service. Any disruption to
our operations would harm our business.

The Israeli government programs in
which we currently participate, and the Israeli tax benefits we currently receive,
require us to meet several conditions, and they may be terminated or reduced in the
future. This could increase our costs and/or our taxes.

We
are entitled to certain tax benefits under Israeli government programs, largely as a
result of the Approved Enterprise status granted to some of our capital
investment programs by the Israeli Ministry of Industry and Trade. Taxable income derived
from each program is tax exempt for a period of ten years beginning in the year in which
the program first generates taxable income, up to 14 years from the date of approval or 12
years from the date of the beginning of production. Without such benefits our taxable
income from such programs would be taxed at the regular corporate tax rate (31% in 2006,
29% in 2007, 27% in 2008, 26% in 2009 and 25% in 2010 and thereafter). To maintain our
eligibility for these tax benefits, we must continue to meet conditions, including making
specified investments in property, plant and equipment, 30% of which must be from paid-in
capital. We cannot assure you that we will continue to receive these tax benefits at the
same rate or at all. From time to time, we submit requests for expansion of our approved
enterprise programs. These requests might not be approved. The termination or reduction of
these programs and tax benefits could increase our taxes and could have a material adverse
effect on our business.

Because we received grants from the
Israeli Office of the Chief Scientist, we are subject to ongoing restrictions relating to
our business

We
received royalty-bearing grants from the Office of the Chief Scientist of the Israeli
Ministry of Industry, Trade and Labor, or the OCS, for research and development programs
that meet specified criteria. We are obligated to pay royalties with respect to the grants
received. In addition, the terms of the OCS grants limit our ability to manufacture
products or transfer technologies outside of Israel if such products or technologies were
developed using know-how developed with or based upon OCS grants. Pursuant to the Israeli
Encouragement of Research and Development in the Industry Law, we and any non-Israeli who
becomes a holder of five percent or more of our share capital are generally required to
notify the OCS and such non Israeli shareholder is required to undertake to observe the
law governing the grant programs of the Chief Scientist, the principal restrictions of
which are the transferability limits described above.

14

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It may be difficult to enforce a U.S.
judgment against us, our officers and directors or to assert U.S. securities law claims in
Israel.

We
are incorporated in Israel. None of our executive officers and directors are residents of
the United States and a substantial portion of our assets and the assets of these persons
are located outside of the United States. Therefore, it may be difficult for an investor,
or any other person or entity, to enforce a U.S. court judgment based upon the civil
liability provisions of the U.S. federal securities laws in an Israeli court against us or
any of these persons or to effect service of process upon these persons in the United
States. Additionally, it may be difficult for an investor, or any other person or entity,
to enforce civil liabilities under U.S. federal securities laws in original actions
instituted in Israel.

Provisions of Israeli law may delay,
prevent or make undesirable an acquisition of all or a significant portion of our shares
or assets.

Israeli
Companies Law regulates acquisitions of shares through tender offers, requires special
approvals for transactions involving shareholders holding five percent or more of the
companys capital, and regulates other matters that may be relevant to these types of
transactions. These provisions of Israeli law could have the effect of delaying or
preventing a change in control and may make it more difficult for a third party to acquire
us, even if doing so would be beneficial to our shareholders. These provisions may limit
the price that investors may be willing to pay in the future for our ordinary shares.
Furthermore, Israeli tax considerations may make potential transactions undesirable to us
or to some of our shareholders.

|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------

|A. | HISTORY
AND DEVELOPMENT OF THE COMPANY
|-- | --------------------------------------

We
were incorporated under the laws of the State of Israel on February 15, 1990.

Our
address is Z.H.R Industrial Zone, Rosh-Pina 12000, Israel. Our telephone number is
+972-4-686-8000. In 1998 we established a wholly-owned subsidiary in the United States,
OTI America, Inc., a Delaware corporation. OTI America, Inc. is located at 2 Executive
Drive, Suite 740, Fort Lee, New Jersey 07024, and its telephone number is (201) 944-3233.
Copies of this annual report and certain other documents referred to herein can be
obtained on our website, www.otiglobal.com, or upon request from our Director of Corporate
Communication, Ms. Galit Mendelson, at the following telephone number: (201) 944-5200
(#111). The information on our website is not incorporated into this annual report.

On
December 30, 1999, we acquired all of the outstanding shares of City Smart Ltd., a
Hong-Kong based systems integrator, in exchange for 6,686 of our ordinary shares (which,
as of that date, had an aggregate market value of approximately $451,300). On January 28,
2000, we acquired all of the outstanding shares of SoftChip Israel Ltd. and SoftChip
Technologies (3000) Ltd., each an Israel-based developer and designer of microprocessors
and operating systems for smart cards, in exchange for 12,119 of our ordinary shares
(which, as of that date, had an aggregate market value of approximately $1.3 million). On
February 2, 2000, we entered into an agreement with an indirect wholly-owned subsidiary of
Cheung Kong Infrastructure Ltd., a Hong Kong-based infrastructure company, to establish
the e-Smart System joint venture in Hong Kong to, among other things, be the exclusive
distributor for our products in Greater China. In connection therewith, we contributed
$3.1 million to the joint venture. This joint venture acquired the assets of City Smart
Ltd. in 2001. On June 15, 2000 and in January 2001, we acquired 51% and the remaining 49%,
respectively, of the nominal share capital of two related German companies, Intercard
Kartensysteme GmbH and InterCard Systemelectronic GmbH, the former of which is a systems
integrator for smart card systems and the latter of which is a manufacturer of electronic
devices, for an aggregate purchase price of $5.8 million. In June 2004, we sold our 50%
stake in our e-Smart System joint venture to our partner. On October 1, 2004 we completed
the acquisition of ASEC, a Polish company that develops, manufactures and markets card
readers and reader modules, for a purchase price of approximately $1.6 million, which was
paid through the issuance of 186,264 of our ordinary shares. In addition, the ASEC share
purchase agreement provides for the payment of up to an additional $350,000 to Nextel in
the event that specified performance criteria are met by ASEC for the years ended December
31, 2004 and 2005. In June 2005, we issued 14,298 of our ordinary shares in consideration
for $175,000 to be paid to Nextel based on the said performance criteria. Based on
ASECs 2005 results, the Company did not incur any further liability in connection
with the earn-out formula. In October 2004, we sold our InterCard Kartensysteme subsidiary
for approximately $2.5 million. In July 2005, we completed the acquisition of Pioneer
Oriental International (POI), a Hong Kong company that develops and manufactures machinery
used to create smart cards inlays for smart cards and other products, as well as to
manufactures contact and contactless smart cards themselves, and substantially the assets
of Pioneer Oriental Engineering (POE) relating to the design and manufacture of machinery
for the manufacture of smart cards, for an aggregate purchase price of approximately $1
million, which was paid through the issuance of 82,229 of our ordinary shares. In July
2005, we also completed the acquisition of 71.5% of e-Pilot, a Hong Kong-based company
that develops, manufactures and markets smart card inlays for smart cards and other
products, for a purchase price of $661,000, which was paid through the issuance of 52,572
of our ordinary shares. In September 1, 2006, the Company completed a structural change in
the Far-East, under which the operations of e-Pilot and of POI were transferred to
Millennium Cards Technology Limited (MCT), a subsidiary which was
established during 2006, Following the structural change, the Company has sold POI and
e-Pilot to a third party. During 2005, we also established an affiliated company together
with an Asian government entity, in the form of joint venture, for the manufacture and
sale of OTI-based travel document inlays for such government. The appropriate foreign
governments entities approved the establishment of the joint venture. In May 2006,
we completed the acquisition of InSeal SAS, a French company that provides an operating
system for contactless applications to a variety of customers in the payments market, for
a total of 243,800 of our ordinary shares and 180,000 warrants. The warrants, which have a
nominal exercise price, become exercisable in four equal annual installments. In December
2006, we completed the acquisition of the main assets of Vuance ltd (Formerly SuperCom
Ltd.), an Israeli smart card company, in consideration of 2,827,200 of our ordinary
shares. The agreement provides for the purchase of Vuances International Project
Solution (IPS) business, whose activities accounted for substantially all of
Vuances revenue.

15

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For
additional information concerning these transactions, see
C.  Organizational Structure below.

|B. | BUSINESS
OVERVIEW
|-- | -----------------

# General

We
design, develop and market secure contactless microprocessor-based smart card technology
to address the needs of a wide variety of markets. Because our cards contain a
microprocessor, they can store and process information and run multiple applications. Our
cards are referred to as contactless because they do not require physical
contact with a card reader, as power and data are transferred to a card through a magnetic
field generated by a card reader. Our products combine the benefits of both
microprocessors and contactless cards. We believe that we are one of the first companies
to deploy contactless microprocessor-based smart card products for commercial use. In
addition to contactless microprocessor-based smart cards, we also sell products that are
based on other card technologies.

Since
our incorporation in 1990, we have focused on the development of our core technologies and
our products based on our technological platform that consists of proprietary smart cards,
smart card readers, software tools and secure communication technology. We currently offer
three lines of solutions, each of which constitutes a complete system, as well as
components (such as smart cards and readers) that we sell to original equipment
manufacturers, or OEMs, for incorporation into their own products. Our three vertical
markets include:

| |  | Payment
Solutions: we offer a cashless system and loyalty program to replace cash,
which includes the contactless payments program offered by the major card associations
including MasterCards PayPass, Visas PayWave, American Express ExpressPay and
Discovers Zip. Our payment solutions also include EasyPark, our electronic
parking payment system as well as our mass transit electronic payment system. OTI also
offers the Hera, a completely automated laser-based production line for dual interface
smart cards as well as manufacturing line for SIM cards;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Petroleum
Systems: OTIs EasyFuel is a wireless, cashless, cardless, and
paperless fuel management and petroleum solution which includes both our gasoline
management system, or GMS, and our EasyFuel system; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16

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| |  | SmartID
Solutions: OTI offers complete end-to-end in-house solutions for
credentialing, identifying and verifying individuals combine the capability to support
biometric identification with the portability of smart cards. The SmartID solutions
include MAGNA  a complete end-to-end in-house solution for electronic
passports (e-Passport) & and national identity cards (national ID), Zeus E-Passport
and ID manufacturing line and MediSmart  a medical card for patient, doctor and
benefit verification.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Substantially
all of our contactless microprocessor-based products are based on a common platform which
we refer to as the OTI Platform. The OTI Platform incorporates our patented technologies
and consists of our smart cards, our smart card readers, software that enables the
development of applications for the smart card and a communications technology that
ensures that the transmission of data to and from the card is secure and reliable. The OTI
Platform can be customized to support a large number of applications, such as credit and
debit card functions, identification and loyalty programs. The OTI Platform has been
deployed in different markets, such as petroleum, mass transit and e-passport/national ID,
and is being developed for other markets, such as medical services. For some markets, we
have developed extensively customized hardware and software systems based on our OTI
Platform, such as the petroleum payment and management solution for fleet managers and an
electronic parking payment system.

Our
products offer the following benefits:

| |  | The
information stored on a card and transferred between the card and the reader is secure.
| | - | -------------------------------------------------------------------------------------------

| |  | Our
products provide for a reliable transfer of information to and from a card.
| | - | -------------------------------------------------------------------------------

| |  | Our
cards are durable, easy to use and take a variety of forms, including credit card size
solutions, key chains, tags, stickers and wristwatches.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our
products are easy to install and maintain.
| | - | ----------------------------------------------

| |  | Our
products enable the transition from other card technologies to our contactless
microprocessor-based technology.
| | - | -------------------------------------------------------------------------------------------------------------------

| |  | Our
products support multiple, independent applications on the same card.
| | - | -------------------------------------------------------------------------

We
intend to enhance our position in the design and development of contactless
microprocessor-based technology by expanding and strengthening our customer base through
product and vertical market alliances, focusing on high margin offerings with recurring
revenues such as transaction fees and licensing fee, leveraging our extensive patent and
IP portfolio and maintaining our technology leadership position.

We
market our products through our global network of subsidiaries and strategic
relationships. Our sales and marketing efforts are directed from our headquarters in
Israel and carried out through our subsidiaries in the U.S., Israel, America, Europe,
Africa and the Far-East.

For
its great vision and commitment, the Company was awarded the Frost & Sullivan 2005 and
2006 Company of the Year Award in the field of smart cards.

# Industry Background

# What is a smart card?

Plastic
cards that contain a semiconductor chip are generally referred to as smart
cards. Smart card technologies were first developed in response to the limitations
of the magnetic strip commonly used in most credit and debit cards, telephone cards and
hotel room access cards. Smart cards store larger amounts of information than magnetic
strip cards. They can also update this information and store it more securely than a
magnetic strip card. Depending on the complexity of the chip that a smart card contains,
smart cards can process the stored information and support more than one application. For
example, smart cards can act as a substitute for cash by storing a cash balance on the
card that may later be reduced or increased. The same card can also store information
identifying its holder.

17

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# What is a smart card
system?



A
smart card system is comprised of a smart card, a reader that transmits and receives data
from the smart card, and a computer that processes data received from the reader. A reader
housed in a protective casing is known as a terminal. Many terminals today are designed
for contact smart cards. These terminals rely on physical contact between the
card and the reader and contain a slot into which the smart cards are inserted or through
which they are swiped. Most smart cards today are credit card-sized plastic cards.
However, with the introduction of contactless smart cards that do not need any
physical contact with a reader, and the form which smart cards and readers take can vary
widely.

# Types of smart card chips

The
type of semiconductor chip on a smart card determines the amount of information and the
number and complexity of applications that can be provided by the card, or how
smart the card is. In todays market, there are three primary types of
chips. From the least technologically advanced to the most technologically advanced, they
are as follows:

Memory
chip. The most basic type of chip used in smart cards is the memory chip. Smart cards
containing memory chips are more advanced than magnetic strip cards because they can store
larger amounts of data. Like magnetic strip cards, however, memory chips are not capable
of processing the stored information. An external reader extracts the data stored on a
memory chip card which is then transferred to an external computer system where it is
processed. Updated information is then transferred back to the reader and then to the
card. The most common memory card application is a disposable prepaid telephone card.

Application
Specific Integrated Circuit, or ASIC, chip. An ASIC chip can store data and perform
limited pre-determined data processing tasks. It cannot be reprogrammed once created.
ASIC-based chips are primarily used for applications that require limited processing
capabilities and lower levels of security, such as premises access control and mass
transit.

Microprocessor
chip. Unlike ASIC chips, microprocessor chips can be reprogrammed after being
manufactured. Microprocessor chips can also run more applications and perform more complex
calculations than ASIC chips. The difference between an ASIC-based smart card and a
microprocessor-based smart card can be analogized to the difference between a calculator
and a personal computer. A calculator is typically programmed at the time of manufacture
to perform only a limited number of functions, and like an ASIC-based smart card, these
functions cannot subsequently be changed. A personal computer has an operating system that
can run many different applications, and like a microprocessor-based smart card, these
applications can be modified and added to a personal computer.

Microprocessors
can process information using a formula, or algorithm, with a great number of variables,
whereas ASIC chips can only repeat a fixed algorithm with a limited number of variables.
Therefore, data stored on a microprocessor chip can be encrypted using a random code that
is difficult to break. As a result, data stored on a microprocessor chip benefits from a
higher level of security than data stored on an ASIC chip. At the same time,
microprocessors require more power than ASIC chips for their operations and are typically
more expensive.

18

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# Contact vs. Contactless

Another
primary distinction between types of smart cards is whether they are contact
or contactless, that is, whether physical contact between the card and the
reader is required in order to transfer data and power between them. When using a contact
card, the cardholder swipes or inserts the card into a slot in the card reader. When
inserted properly, a metallic pad, or contact plate, on the smart card aligns with the
electronic contacts inside the reader, and data and power are transferred across this
connection. By contrast, in contactless smart card systems, power and data are transmitted
through antennas located on the smart card and the reader without making physical contact.

The
developers of contactless microprocessor-based smart cards face the following significant
challenges:

| |  | Support
of ISO standards. The International Standard Organization, or ISO, established standards
regulating the transfer of data between a contactless smart card and its reader, under
the name ISO 14443. Currently, two separate types of standards  Type A and Type B
 have been approved by ISO. Because both standards are currently being used, only
readers, such as ours, that can support both standards offer users the flexibility to use
smart cards based on either standard.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Transfer
of power to the card. Most providers of contactless smart card systems use a technology
called resonant circuitry to create a magnetic field between the card and reader through
which power is transferred to the card. Current limitations of resonant circuitry
technology make this technology impractical for providing sufficient power to a
microprocessor-based smart card in a contactless system. We have developed matched
antenna technology that allows the efficient transfer of power.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Support
of existing card-based infrastructure. Because of the large existing installed base of
contact-based systems, there is demand for technologies that can support both contact and
contactless applications with the same equipment. However, combined contact and
contactless cards have traditionally contained two chips, one for use by contact-based
systems and one for use by contactless-based systems. The use of two chips increases the
cost of the card and the likelihood of discrepancies between the information stored on
each chip by different applications. The use of two chips also limits the level of
security to the level offered by the ASIC chip. We believe that the shortcomings of these
dual contact/contactless cards create a need for a single chip that can work with both
contact and contactless systems.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Despite
the challenges discussed above, contactless smart cards offer considerable advantages over
traditional contact-based smart cards including:

| |  | Speed.
Transaction time in contactless systems is shorter than in contact systems because it is
not necessary to insert the card in, or swipe it through, a reader or otherwise position
it in any specific direction. As a result, for systems that need to handle a large number
of users over a short period of time, such as mass transit systems, contactless systems
provide considerable time savings when aggregated over a large number of users while
users save time on each of their transactions.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Convenience.
Contactless systems simplify the way transactions are executed. For example, a shopper
can pay for goods in a retail outlet simply by positioning a wallet containing a
contactless smart card in close proximity to a reader positioned at the check-out,
without the need to withdraw the card from the wallet.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Variety
of forms. Because contactless smart cards do not need to fit into a slot in a reader,
they can take a wider array of forms desired by smart card users and providers, such as
key chains, tags, wristwatches and other forms.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Maintenance
costs of contactless smart card systems are lower than maintenance costs for contact
systems since the components can be shielded in a protective casing, and the readers and
the cards are not subject to friction caused by inserting the card into, or swiping it
through, a reader. Moreover, contactless smart card readers do not contain moving parts
such as the contact plates in contact-based systems that are subject to wear and tear. As
a result, contactless systems can operate under harsher conditions and have longer lives
than contact systems. However, because contactless smart card systems require additional
components, such as antennas in the reader and on the card and other transmission
components at the level of the reader, the up-front costs associated with a contactless
system are higher than the costs associated with a contact-based system.

19

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# The OTI Solution

Our
technology enables microprocessor-based smart card systems to operate in a contactless
environment. This technology is not only available for new systems, but can be integrated
with and upgrade existing contact systems and other contactless systems. Our products have
the benefits discussed below.

| |  | Combining
the advantages of contactless systems and microprocessor-based systems. Our technology
successfully combines the features of microprocessor-based cards and contactless cards
and provides the following benefits to card users and card issuers:
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Features                                                | Advantages to card users                     | Advantages to card issuers  
|------------------------------------------------------- | -------------------------------------------- | ----------------------------
|
|
|
|
|Benefits of contactless cards compared to contact cards |                                              |                             
|                                                        |                                              |                             
|Faster transaction time                                 | Shorter time to complete a transaction       | More transactions per minute
|                                                       
|Cards do not need to be inserted or put into readers    | Easier to use and come in a variety of forms | Lower maintenance costs     

|Durability                                                   | The card lasts longer                  | Reduce card replacement cost                   
|------------------------------------------------------------ | -------------------------------------- | -----------------------------------------------
|
|
|
|
|Benefits of microprocessors compared to ASIC or memory chips |                                        |                                                
|                                                             |                                        |                                                
|Multiple applications                                        | The card has multiple uses             | Generates revenues from additional applications
|Enhanced security                                            | Information on the card is more secure | System is less vulnerable to fraud             

| |  | Ease
of transition from other card systems to contactless microprocessor-based systems. We
provide our customers with an easy upgrade of their existing systems by allowing card
issuers who currently utilize magnetic strip card systems or other contact-based systems
to switch to a contactless system without forcing them to replace their existing
infrastructure. For example, as part of a project for MasterCard PayPass, we upgraded
regular standard point-of-sales and that supported only magnetic stripe to support
contactless microprocessor-based smart cards. We integrated our inlay solution with
plastic card manufacturers to allow quick upgrade from regular credit cards to
contactless operations.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Ease
of transition from contact-based microprocessors to contactless microprocessors. Chip
manufacturers and operating system providers can use our technology to upgrade their off-
the- shelf products to support both contact and contactless operations. They can combine
our technology with their microprocessor, enabling the microprocessor to support contact
and contactless operations. By applying our patented hardware, customers can save months
of development time and reduce the time to market for their products.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Support
of multiple standards. Our readers are capable of supporting ISO 14443 Type A and Type B
standards. Because both of these standards are currently being used, we offer users the
flexibility to adopt either standard.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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# Strategy

Our
goal is to be the leading provider of contactless microprocessor-based smart card
products. Key elements of our strategy for achieving this goal include:

| |  | Enhance
our technological position. We intend to continue to invest in research and
development in order to enhance our technological position, develop new technologies,
extend the functionality of our products and services, and offer innovative products to
our customers.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Expand
our global market presence. We market our products through a global network of
marketing subsidiaries in the U.S., Europe, Africa, the Far-East and our headquarters in
Israel. We intend to use these entities to strengthen our presence in existing markets,
penetrate new markets, provide local customer service and technical support, and adapt
our products to our local customers specific needs.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Increase
our focus on generating high-margin, recurring revenues. We currently derive most of
our revenues from one-time payments for our products and technologies. We intend to
generate additional recurring revenues by receiving service fees for ongoing customer
services and technical support and transaction fees from our customers based on the
volume of transactions or monthly licensing fees effected in systems that contain our
products. For example, we have entered into such transaction fee arrangements with
respect to our parking systems in Israel and our gasoline management systems in South
Africa. By reducing customers up-front payments for our products in return for
receiving on-going participation in the revenue they generate for the customer, we intend
to build and maintain long-term relationships with our customers and generate a constant
stream of high-margin, recurring revenues and, at the same time, provide cost-effective
turnkey solutions to our customers.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Leverage
existing relationships and seek new relationships. We have entered into a
relationship with BP (formerly known as British Petroleum) to cover the South African
petroleum market. Recently, the relationship was extended and expanded so that OTI
granted BP a worldwide license for its petroleum payment solution. We have entered into
this and other relationships in order to facilitate or accelerate our penetration into
new markets, as well as assist us in defining and pursuing new applications for our
products. We are continuously seeking additional relationships to complement our
marketing strategy and promote our brand worldwide.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Leverage
presence in existing industries to enter into new industries. We offer our customers the
ability to add new applications to their smart cards, thereby expanding the number of
industries in which our products are used. For example, users of the gasoline management
system that we have sold to BP in South Africa will have the option to add a payment
application to their card. The application will allow them to pay with the card at
convenience stores that install the system and to earn loyalty points every time they do
so. We plan to generate additional revenues through the sale of products required to add
and operate these applications.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Pursue
strategic acquisitions. We plan to pursue acquisitions of companies that enhance our
manufacturing, sales, marketing and research and development capabilities. In this way,
we plan to expand our product offerings and provide more comprehensive service to our
customers. Since our initial public offering in 1999, we have acquired the SoftChip
Group, an Israeli based developer and designer of microprocessors and operating systems
for smart cards, InterCard Systemelectronic, a German company that provides OEM and
electronics manufacturing services, ASEC, a Polish company that develops, manufactures
and markets card readers and reader modules based on radio frequency identification
technologies, 71.5% of e-Pilot, a Hong Kong-based company that develops, manufactures and
markets smart card inlays for smart cards and other products, POI, an engineering company
that develops and manufactures machinery used to create smart cards inlays for smart
cards and other products, and that also manufactures contact and contactless smart cards
themselves, (at September 1, 2006, the Company completed a structural change in the
Far-East, under which the operations of e-Pilot and of POI were transferred to Millennium
Cards Technology Limited (MCT), a subsidiary which was established
during 2006, Following the structural change, the Company has sold POI and e-Pilot to a
third party), and in May 2006 we completed the acquisition of InSeal, a French company
providing an operating system for contactless applications for a variety of customers in
the payments market. In December 2006, we completed the acquisition of the main assets of
Vuance (formerly SuperCom) Ltd., an Israeli smart card company, including the purchase of
Vuances International Project Solution (IPS) business. In February
2007, we completed the purchase of the smart card module production line of Barun
Electronics Co. Ltd., a Korean company.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21

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# Core technologies

Since
our inception in 1990, we have developed technologies that facilitate the transmission of
data and power between a contactless microprocessor-based smart card and a reader. Our
products are based on a number of core technologies, which are discussed below.

# Power and data
transmission technology

We
refer to our power and data transmission technology as matched antenna
technology. The power, as well as the data, is transmitted to the microprocessor installed
on the smart card through an electro-magnetic field generated by the reader. Our
technology offers a number of key advantages:

| |  | Contactless
smart cards can be based on microprocessors. In contrast to resonant circuitry
technology, which is the predominant technology used for ASIC-based contactless smart
cards, our matched antenna technology enables a reader to power a standard microprocessor
embedded in the contactless card.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Replacing
one of the components of the smart card system does not require re-tuning the system. In
smart card systems based on resonant circuitry, once a component of the system is
replaced the whole system needs to be re-tuned in order to function properly. This
increases maintenance time and costs. Our technology allows components of the system to
be replaced without any need for re-tuning, providing for easy, cost effective
installation and maintenance of our products.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Antenna interface



Our
antenna interface technology enables a single microprocessor to connect, or interface,
with both contact and contactless readers. We refer to this as a dual
interface feature. This enables customers with existing contact systems to gradually
transition to contactless cards, rather than incurring up-front all the costs of replacing
the contact system with a contactless system. We have developed the following two methods
of implementing our dual interface feature:

| |  | Adding
our antenna interface chip. The chip can be added to standard microprocessor-based
contact cards, allowing the card to operate as a contactless smart card, in addition to
being a contact card. This can be implemented within a relatively short period of up to
three months, which reduces our customers time to market.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22

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| |  | Integrating
an antenna interface into the microprocessor. The antenna interface can be integrated
into a microprocessor, which reduces the cost of manufacturing dual interface cards once
manufacturing levels reach significant volumes of chips. At that point, the additional
upfront cost of engineering work required in order to successfully integrate the two
components  the microprocessor and the antenna interface  into one chip, is
offset by the fact that only a single component is required. This is referred to as a
monochip.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
1998, our antenna interface, which enables any contact-based microprocessor with any
operating system to work in a contactless environment, was awarded the annual prize of the
European Smart Card Applications and Technology organization for the most innovative
achievement for smart cards in 1997.

# Antenna module

Contactless
smart cards require an antenna as a conduit for ingoing and outgoing transmissions of
power and data. Traditional contactless smart cards contain an antenna coil that is
embedded around the edge of the card. The technology for embedding the antenna coil into
the card is complex, creating a barrier for contact smart card manufacturers to transition
to manufacturing contactless smart cards. Our technology eliminates the need to embed the
antenna coil around the edge of the smart card by mounting the antenna on a standard size
platform, or module, into which the microprocessor is embedded. Our technology allows
contactless cards to be produced using existing contact card production processes without
the need for new machinery. This significantly reduces manufacturing costs. In addition,
when a manufacturing infrastructure exists in the local market, shipping costs to the
local market and possibly duties can be reduced.

In
2000, our antenna module was awarded the annual prize of the European Smart Card
Applications and Technology organization for the most innovative achievement for smart
cards in 1999

# Communications technology

We
have developed a unique communications technology that includes:

| |  | a
set of rules, or a protocol, that is designed to ensure that information is properly
transmitted from               the reader to the card, and vice versa;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | an
additional layer of coding that makes the transmission of information more difficult to
intercept and               read, thus providing enhanced security; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a
technique that reduces the effect of background interference on the quality of the
transmission.
| | - | --------------------------------------------------------------------------------------------------

# Microprocessor chip and
operating system design know-how

Through our acquisition of the
SoftChip Group, we are skilled in the design of microprocessors and development of
operating systems for smart cards. SoftChip acquired its know-how through its involvement
in the design of microprocessors for smart cards on behalf of leading microprocessor
manufacturers.

# Production machinery and
testing tools

We have introduced production
machinery to support the demand for dual interface cards and e-passports. Zeus is the
product line of machinery for manufacturing electronic passports and Hera is the product
line of machinery for manufacturing of contact/contactless ID and EMV compliant cards.

The solutions offer completely
automated production lines increasing efficiency, speeding up the manufacturing process,
saving on manpower and reducing the chance for human error.

The manufacturing solutions was
designed and developed based on years of extensive experience and know-how at OTIs
subsidiary, MCT, based in Shenzhen, China. The production line implements cutting edge
technologies, such as laser soldering and vision systems, meant to provide customers with
an advanced solution for manufacturing the most reliable and durable Dual Interface
Smartcards in a cost effective manner. The solution is based on patented processes and on
proprietary manufacturing methods and techniques. The machine increases the yield of
qualified products, reduces the time spent on trouble-shooting, and is easy and relatively
inexpensive to maintain.

23

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In addition to the dual interface
card production line, OTI has also designed and developed a series of electronic passport
testing equipment to enable e-Passport manufacturers to independently run ICAOs
durability tests and assure that best products are shipped to consumers. The lab equipment
market consists of labs, government printing offices and e-Passport manufacturers.

# Products

# The OTI Platform

Substantially
all of our products are based on a common platform, which we refer to as the OTI Platform.
The OTI Platform incorporates our patented technologies and consists of:

| |  | smart
cards, which can take a variety of forms including tags, stickers, wristwatches, key
chains and               plastic credit card-sized cards;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | smart
card readers;
| | - | -------------------

| |  | smart
card operating system;
| | - | ----------------------------

| |  | software
that enables the development of applications on contactless microprocessor-based smart
cards;               and
| | - | ------------------------------------------------------------------------------------------------------------------------

| |  | a
method of communications that regulates the transmission of data between a contactless
smart card and               a reader.
| | - | -------------------------------------------------------------------------------------------------------------------------------

The
following is a graphical representation of a contactless microprocessor-based smart card
based on the OTI Platform:



Because
our microprocessors are programmable, they can support multiple applications on the same
card. This technology can eliminate, consumers reluctance to carry multiple cards.
All of these elements work together to provide a foundation upon which we or our customers
build applications. The transmission of information between the card and the reader in an
OTI Platform-based product is secure and reliable. For example, if communications are
interrupted in the course of a transmission, the OTI Platform will reject the impaired
transmission and require that the information be re-transmitted. In addition, our OTI
Platform ensures that information is transmitted from the card in an encrypted form only
to readers that are authorized to receive and able to decipher the transmission.

The
OTI Platform supports several types of payment methods including debit and credit
applications, loyalty points and an electronic cash substitute that increases or reduces
the balance on the users card. We refer to these as e-purse applications.

24

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---

Our Products

Our products consist of:

# Payments Solutions

We
typically design our payment solutions while teaming up with financial institutions and
back office providers. These solutions offer a cashless system and loyalty program for
small purchases, such as fast food, drug stores and movie tickets. Our payment solutions
include the following:

| |  | PayPass.
OTI is supplying key components of the technology for multiple contactless payment
programs, driven by major card associations: MasterCard Internationals PayPass program,
Visas PayWave, ExpressPay from American Express and Discovers Zip.
The program is focused on replacing cash. After initial pilots in the U.S., the program
has expanded to Europe, Canada and Asia. OTI is providing cards, key fobs, smart
stickers, operating system, readers and more for this program.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | E-purse
(Stored Value Cards). We have developed and have began to market a product that enables a
person to load pre-paid value on a card, which provides float for issuers, while enabling
cardholders to pay for small purchases in environments such as phone booths, vending
machines and fast food restaurants, without the need for exact change.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Parking
payment system. Our electronic parking payment system, which we refer to as EasyPark,
enables drivers to be charged for the exact period of time they are parked and simplifies
the monitoring and collection of parking fees. Drivers are issued contactless
microprocessor-based smart cards, or EasyPark cards, to replace existing parking payment
methods, including parking meters. The EasyPark card stores the amount of money that is
available for payment of parking fees. A driver can increase the balance at special
self-service kiosks placed at convenient locations. Compliance with parking regulations
is monitored by inspectors using specially designed hand-held terminals.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
May 1999, the EasyPark system was selected as the national parking system for Israel.
During 2000, the system was widely implemented throughout Israel. In 2005, the Union of
Local Authorities in Israel extended EasyParks contract for an additional five year
term. The program currently has more than 500,000 subscribers, and is currently in use in
30 cities across the country. We are currently marketing the EasyPark system through our
global network of subsidiaries.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Mass
transit. We have designed a product that enables efficient fare collection from a large
volume of passengers in various types of mass transportation systems, such as buses and
trains. The smart card serves as the passengers ticket. The chip in the smart card
stores the passengers fare balance and is debited with the fare when the passenger
boards or disembarks. The balance on the smart card can be increased repeatedly. OTI is
marketing this product to system integrators that specialize in mass transit solutions.
For example, we have announced that we are working with Scheidt & Bachmann.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Petroleum Systems.

Our
petroleum systems include EasyFuel and GMS (gasoline management system):

| |  | EasyFuel.
Our wireless petroleum solution is named EasyFuel. EasyFuel incorporates options for
retail and private fleets as well as a pay-at-the-pump solution. The system monitors and
expedites the fueling and payment process through a wireless detection and authorization
system. This system is also ideally positioned for the retail petroleum market by
enabling drivers to pay for gasoline at the pump, pay for other services and products at
the gas station and earn loyalty points for these purchases.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

25

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---

| |  | GMS.
GMS records and monitors the identity of the driver and the vehicle, the drivers or
fleets credit status, the vehicles fuel consumption and other information
determined by the customer, such as periodic vehicle maintenance. By processing and
managing this information, GMS allows oil companies and fleet managers to receive billing
information automatically, simplify payment processes, track the use of each vehicle and
reduce the risk of theft or fraud. GMS also enhances the loyalty of fleet drivers and
managers to oil companies operating participating gas stations.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
information is communicated via an antenna in the vehicles gas tank to an antenna
mounted on the fuel nozzle when the fuel nozzle is inserted into the vehicles gas
tank, and is then transferred to the gas station computer. Disengaging the nozzle from
the gas tank will immediately turn off the pump.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
following diagram illustrates a typical wireless GMS system:
| | ----------------------------------------------------------------



| | We
commenced sales of GMS in 1995. Our petroleum solution is being used by a number of
petroleum companies, such as Chevron, BP South Africa and Turcas in Turkey
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

# Smart ID Solutions.

Our
smart identification products combine the portability of smart cards with the capability
to support advanced identification and authentication technology and manage significant
amounts of information. OTIs MAGNA modular platform offers short
implementation and quick integration with the countrys existing border control
system and provides external interfaces to digital Certificate Authority (CA) for
signature verification. It offers a migration path to additional e-Gov applications and to
additional electronic ID documents, such as National IDs, Voter IDs Driver Licenses, and
more. Our MAGNA end-to-end system includes:

| |  | Enrollment
and personalization infrastructure including image and data enrollment, ePassport
personalization, secured materials management system, digital signature certificate
generator, and ePassport quality assurance and issuing stations.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | OTIs
ePassport based on OTIs Hercules operating system.
| | - | ----------------------------------------------------------

| |  | Border
control system based on passenger biometric identification applications, electronic
passport identification, and both optical and electronic means to detect forged
passports. The system, which is operable whether it is online or offline, enables border
control officers to receive unequivocal identification using a combination of two machine
readable biometric applications  fingerprints and facial recognition.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | MediSmart.
Our MediSmart product is designed to securely process and manage medical information by
providing doctors and hospital administrators with information regarding the patients
identity, medical history, insurance coverage and payment history. This information can
be automatically updated after each treatment. Treatment information can be automatically
transferred to the insurance providers computer system. This product reduces costs
to medical providers, provides increased security for a patients medical history
and improves the quality and speed of service to patients. We began field tests of the
product in South Africa in 2003, and the product was successfully deployed in June 2004
by CareCross Health, the leading primary healthcare provider in South Africa.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26

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| |  | We
have introduced production machinery to support the demand for dual interface cards and
e-passports. Zeus is the product line of machinery for manufacturing electronic passports
and Hera is the product line of machinery for manufacturing of contact/contactless ID and
EMV compliant cards. The solutions offer completely automated production lines increasing
efficiency, speeding up the manufacturing process, saving on manpower and reducing the
chance for human error.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Technology licensing

In
2003, we entered into an agreement with Atmel Corporation for the purpose of collaborating
on the development of Mastercards PayPass contactless payment program.
Atmel was selected by MasterCard to supply the secure contactless microcontroller. Under
the agreement, Atmel has partnered with us to provide contactless solution expertise for
PayPass, including the operating system, application support and inlay technology.

In
2005, we partnered with STMicroelectronics to supply Visa International with a contactless
payment solution. Under the agreement, STMicroelectronics provides the contactless
microcontroller and OTI provides the operating system and application, as well as the
contactless card technology including the inlay technology.

# Customer service and
technical support

We
provide our customers with training and installation support and ongoing customer service
and technical support through our global network of subsidiaries. We have a support team
of 22 employees consisting of twelve employees located in our corporate headquarters in
Rosh Pina, Israel, five employees in Africa, two employees in the United States and three
employees in Europe. Our customer service team in Rosh Pina, Israel provides central
services to our network of local subsidiaries. The subsidiaries, in turn, provide 24-hour
customer support, through telephone and email for an ongoing fee. On-site technical
support is provided to customers for a fee.

# Sales and marketing

We
have built a global network of subsidiaries through which we sell and market our products.
As of December 31, 2007, we had a total sales and marketing staff of 41 employees in five
locations. We market our products in the Americas through OTI America, which employs five
people in sales and marketing. In Africa we sell and market through OTI Africa, which
employs eight people in sales and marketing. In Europe, we sell and market through
InterCard Systemelectronic, Inseal and ASEC, which together employ seven people in sales
and marketing. In Israel, we sell and market through our headquarters in Rosh Pina, which
employs ten people in sales and marketing. In the Far East, we sell and market through
MCT, which employs eleven people in sales and marketing. Our sales and marketing staff
implements marketing programs to promote our products and services and enhance our global
brand recognition. Our current marketing efforts include participation in trade shows and
conferences, press releases, our web site, and conducting speaking engagements and
advertising in industry publications. We also conduct technical seminars to inform
customers, distributors and other industry participants of the benefits of our products
and technologies.

Some
of the independent systems integrators to which we sell our products also act as
distributors for our products. We have granted some of our systems integrators exclusive
distribution rights within a particular country or region. We generally guarantee
exclusivity only if certain sales targets are met.

# Seasonality

Our
revenues are subject to seasonal fluctuations related to the slowdown in spending
activities and the increased activity related to the year-end purchasing cycles of many
end-users of our products. Hence, our sales and profits in the fourth quarter of every
year tend to be higher than in other quarters, particularly the first and second quarters
of each year. We anticipate that we will continue to experience quarter-to-quarter
seasonal fluctuations.

27

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# Manufacturing

# External manufacturers
and suppliers

We
currently purchase substantially all of the hardware and software components of our
products from third-party suppliers and outsource some of the manufacturing and assembling
of our products to manufacturing subcontractors. We have not entered into long-term supply
contracts. Instead, we purchase components on a purchase order basis. Our policy is to use
more than one supplier and manufacturing subcontractor for each part of our production
process in order to limit dependence on any one supplier or manufacturer.

# Smart cards

| |  | Microprocessors.
The current suppliers of microprocessors for our smart cards are STMicroelectronics and
Atmel. In addition, we have jointly developed with Samsung a monochip that
integrates our antenna interface with Samsungs microprocessor.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Modules.
A module is a silicon plate into which the components of a microprocessor are embedded.
The microprocessor module and the antenna module on which the microprocessor and antenna
interface are mounted are manufactured in Europe and Southeast Asia.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Packaging.
We package the components for our smart cards in a variety of forms, including key
chains, tags, stickers and cards. The key chains, tags and stickers containing our
microprocessor and antenna modules are manufactured in China and in Europe. Our credit
card-sized smart cards are manufactured in Korea, China, Thailand and the United States.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Readers.
We purchase off-the-shelf components for our readers from various suppliers including
Infineon, Motorola, AMD and National Semiconductor. The readers are assembled for us in
Germany, mainly by our wholly-owned subsidiary InterCard Systemelectronic.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating
systems

We
have developed our Hercules operating system, a scaleable multi-application operating
system. The design of OTIs Hercules operating system enables us to fulfill high
demands with regard to functionality, security, flexibility, maintenance and performance.

Quality
control

We
maintain strict internal and external quality control processes. We require that the
facilities of our suppliers and manufacturing subcontractors be ISO 9001:2000 certified.
ISO 9001:2000 refers to a quality assurance model established by ISO for companies that
design, produce, install, inspect and test products.

Internal
manufacturing capabilities

We
currently package, test and encode our readers at our production facility in Rosh Pina,
Israel. Our packaging and testing facilities are ISO 9001:2000 certified. In Rosh Pina, we
also incorporate modules into credit card-sized contactless smart cards.

InterCard
Systemelectronic, our wholly-owned German subsidiary, owns a manufacturing facility in
Germany for electronic devices primarily for the transportation industry and card
terminals. We also manufacture card readers at the facilities of InterCard
Systemelectronic.

We
have granted our former joint venture, e-Smart, an option to manufacture smart cards using
our technology for sale in Greater China. We will retain exclusive rights to our
technology and any smart cards manufactured by e-Smart will be required to contain modules
manufactured by us. We are entitled to receive royalties for smart cards manufactured by
e-Smart.

MCT,
our Chinese subsidiary, owns a manufacturing facility in China for the manufacturing of
Inlays, cards and machineries.

28

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# Description of Principal
Markets.

# See description under
Item 5. A.

# Government regulation

Some
of our products are subject to government regulation in the countries in which they are
used. For example, card readers that are used in the United States require certification
of compliance with regulations of the Federal Communications Commission and those used in
Europe require certification of compliance with regulations of the European
Telecommunications Standards Institute regarding emission limits of radio frequency
devices. In the United States, our GMS and retail petroleum products are subject to
compliance with regulations of Underwriters Laboratories Inc., a public safety and testing
certification organization, and in Europe to regulations of the European Union. Our
products are currently in compliance with these regulations.

# Research and development

We
believe that our future success depends on our ability to maintain our technological
leadership, enhance our existing products and develop new products and technologies.
Accordingly, we intend to continue devoting substantial resources to research and
development. We are paying royalties to the Government of Israel at a rate of 3%-3.5% of
sales of the products that the Government of Israel participated in financing through
grants, up to the amounts granted, linked to the U.S. dollar with annual interest at LIBOR
as of the date of the approval. The following table describes our research and development
activities during each of the past five years:

|                                               | 2003 | 2004 | 2005 | 2006 | 2007
|---------------------------------------------- | ---- | ---- | ---- | ---- | ----
|
|
|
|
|Our expenditures net of grants from the OCS    |      |      | $    | 2.3  |     
|Our net expenditures as a percentage of annual |      |     
|revenues                                       |      |      |      | 12   | %   
|OCS grants                                     |      |      | $    | 0.9  |     

Our
research and development activities focus on three areas:

| |  | implementing
our core technologies in microprocessors and readers;
| | - | ------------------------------------------------------------------

| |  | enhancing
the functionality of our components and expanding the range of our products to serve new
              markets; and
| | - | -----------------------------------------------------------------------------------------------------------------------------

| |  | developing
new innovative technologies related to the operation of contactless microprocessor- based
              smart cards.
| | - | -------------------------------------------------------------------------------------------------------------------------------

At
December 31, 2007, we employed 120 employees in our research and development department.
Our main research and development facilities are located at our headquarters in Rosh Pina,
Israel. We believe that our success is based on our experienced team of senior engineers
and technicians who have on average 13 years of experience in their respective fields. Our
research and development facilities are ISO 9001:2000 certified.

# Proprietary technologies

Our
success and ability to compete depend in large part upon protecting our proprietary
technology.  We rely on a combination of patent, trademark, copyright and trade
secret law, as well as know-how, confidentiality agreements and other contractual
relationships with our employees, affiliates, distributors and others.  We have a
number of issued patents in various jurisdictions with respect to our technologies, as
well as a number of pending patent applications.  The more significant of these are
as follows:

29

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Patents

|Title                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Status                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|System and Method For The Non-Contact      
Transmission of Data.                      
                                           
Contact/Contactless Data Transaction Card. 
                                           
                                           
                                           
Smart card amenable to assembly using two  
manufacturing stages and a method of       
manufacture thereof.
Contact/Contactless Smart Card having      
Customizable Antenna Interface             
                                           
                                           
Data transaction system for process        
monitoring and event tracking              
                                           
                                           
Contactless data transaction tag having a  
coil antenna mounted in association with a
band
Self-closing cap for the filling neck of a 
container                                  
                                           
                                           
System for monitoring parked vehicles      
                                           
                                           
                                           
                                           
Tamper - Free and Frogery -Proof Passport  
and Methods for providing same             
Method of forming a dual-interface IC card 
and a card formed of such a method         
Smart Identification Document              
                                           
                                           
Apparatus and process for producing        
Document Core Inlays for smart cards travel
documents.
Multi-function contactless data transaction
transponder.
Method and apparatus for bulk testing of   
smart card devices. | Patents granted in the United States, Israel, Canada,
Singapore, Australia, South Africa and Hong Kong.  The U.S.
patent expires in 2010 and the other patents expire in 2011.
Patents granted in the United States, Israel, Australia,
Hong Kong, The Netherlands, Germany, France, Italy, Spain
and the United Kingdom. The Israeli patent expires in 2016
and the other patents expire in 2017.
Patents granted in the United States and Israel. The Israeli
patent expires in 2017 and the U.S. patent expires in 2018.
Patents granted in the United States, Hong Kong, Israel, 
Belgium, Germany, France, Ireland, Italy, The Netherlands,
United Kingdom, Canada and Australia. These patents expire
in 2018.
Patents granted in the United States, Hong Kong, Israel, 
Germany, France, Italy, Spain, United Kingdom, Canada and
Australia. The Israeli and the U.S. patents expire in 2018
and the other patents expire in 2019.
Patent granted in Israel. The patent expires in 2018.
Patents granted in the United States, Hong Kong, Israel, 
Germany, France, Italy, Spain, United Kingdom and Australia.
The Israeli patent expires in 2018 and the other patents
expire in 2019.
Patent granted to Easy Park in Israel, South Africa, the
United States, Hong Kong, France, Germany, United Kingdom,
Greece, Italy, The Netherlands and Spain. Except Israeli
patent which expires on July 2011, the other expires on July
2012.
Patent granted in the U.S and assigned to OTI. The patent
expires in 2024.
Patent granted in the U.S. and assigned to OTI. The patent
expires in 2022.
Pending Patent applications in Canada, the European Patent
Office, Australia, Singapore, New Zealand, India, Israel,
South Africa, ARIPO, EURASIA and the United States.
PCT application was filed during January 2006.
PCT application filed on October 2006.
PCT Application filed on January 2007. Pending Patent
application in Taiwan and Thailand.

30

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|Title                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Status                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Fob having a clip and method of manufacture
thereof.                                   
                                           
Interface Card And Apparatus And Process   
For The Formation Thereof.                 
Data Transaction card having a tunable coil
antenna with reduced footprint
Electronic interface apparatus and method  
and system for manufacturing the same      
Mobile telecommunication device having SIM 
antenna coil interface
Contactless smart SIM                      
Method and manufacture of smart card       
embedded Inlay
Electronic inlay structure and method of   
manufacture thereof
Manufacture of smart card inlay. | Patent application was filed in Israel and in South Africa
as well as a PCT Application on December 2006.   National
phase of PCT entered in Europe, China, U.S.
Pending short term patent application in Hong Kong on April,
2007.
PCT Application filed on January 2007.
PCT application was filed on November 2007. Pending
application in Taiwan, Chile, and Thailand.
Pending Patent application in Israel
Pending Patent application in Israel.
Pending Patent application  in the US .
Pending Patent application in the US.
Pending Patent application in the US.

We
cannot be certain that patents will be issued with respect to any of our pending or future
patent applications.  In addition, we do not know whether any issued patents will be
enforceable against alleged infringers or will be upheld if their validity is challenged.

# Competition

Contactless
microprocessor-based products and technologies. We anticipate competition in sales of
our products, systems and technologies from other providers of contactless
microprocessor-based smart card technologies. We expect competition to intensify as our
competitors commit greater resources to the development of contactless
microprocessor-based smart cards. Some of the larger chip manufacturers that operate in
the smart card market, including Atmel, STM, Infineon and NXP Semiconductors, have
announced that they are developing contactless microprocessor-based smart cards.

Contactless
ASIC-based products and technologies. We compete with contactless ASIC-based
technologies developed primarily by NXP Semiconductors, which comply with ISO 14443 and
which are used by some of the largest manufacturers of smart cards, including Gemalto and
Giesecke & Devrient, and Sonys contactless ASIC-based technology that is not ISO
compliant. Other companies offer contactless ASIC-based systems for specific applications.
In addition, Orpak Industries, Ltd. and Roisman Engineering Ltd., both based in Israel,
also offer gasoline management systems, which use simple ASIC-based devices powered by
batteries and that are not ISO-compliant .

Other
contact-based technologies. We compete with contact-based products such as
microprocessor-based contact cards, ASIC-based contact cards, memory chip cards and
magnetic strip cards. We believe that these cards offer inferior functionality compared to
contactless microprocessor-based smart cards. Nevertheless, some of our potential
customers have in the past, and may in the future, consider these alternatives sufficient
for their needs.

Machinery
and Card Production. We anticipate competition in sales from other providers of
machinery and card production felicities. We expect competition to intensify as our
competitors commit greater resources to the development of machinery and card production
facilities. Some of the larger chip manufacturers that operate in the smart card market
have announced that they are developing machinery and card production facilities.

31

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|C. | ORGANIZATIONAL
STRUCTURE
|-- | ------------------------

# ITEM 1.

The
chart below describes the corporate structure of our principal subsidiaries and major
affiliates.

On Track Innovations Ltd. Israel Easy Park Ltd. Israel Soft Chip Technologies (3000) Ltd. Israel OTI America, Inc. Delaware OTI Africa, Inc. South Africa ASEC Spolka Akcyjna Poland Easy Park Israel Ltd. Israel Millennium Cards Technology Limited Hong Kong, China Millennium Cards Technology Limited Shenzhen, China 100%(2) 60%(6) InterCard GMBH Systemelectronic Germany 49%(5) 100% 100% 100%(7) 100% 100%(3) 100% Joint Venture 92.5%(1) 100%(4) InSeal SAS France


| | (1) | The
remaining shares of Easy Park Ltd. are held by two investors.
| | --- | -----------------------------------------------------------------

| | (2) | Including
10% of the shares of Easy Park Israel Ltd. that we hold directly.
| | --- | ---------------------------------------------------------------------------

| | (3) | We
acquired a 51% interest in our existing InterCard Systemelectronic and our
          former InterCard Kartensysteme subsidiaries in June 2000. We acquired the
          remaining 49% interest in these subsidiaries in January 2001. We sold InterCard
          Kartensysteme in October 2004.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | We
acquired ASEC in October 2004.
| | --- | ---------------------------------

| | (5) | We
established the joint venture during 2005
| | --- | --------------------------------------------

| | (6) | We
established Millennium Cards Technology Limited during 2006.
| | --- | ---------------------------------------------------------------

| | (7) | We
acquired InSeal SAS in May 2006.
| | --- | -----------------------------------

Easy Park Ltd.

Easy
Park Ltd. developed our EasyPark system. Easy Park is incorporated under the laws of the
State of Israel. By reason of our ownership of 92.5% of Easy Parks outstanding
shares, we currently have the right to appoint all of the members of its board of
directors.

Our
Easy Park system was selected as the national parking system for Israel.

32

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The SoftChip Group

On
January 28, 2000, we acquired from Michael and Yael Cohen all of the shares of SoftChip
Israel Ltd. and SoftChip Technologies (3000) Ltd., which we refer to collectively as the
SoftChip group, in exchange for 12,119 of our ordinary shares. The closing price of our
ordinary shares on this date was EUR103.30 per share (equivalent to $100.90 per share). It
was agreed that Michael Cohen would continue as chief executive officer of SoftChip
Technologies (3000) Ltd. pursuant to an employment agreement with a six year term. Michael
Cohens employment agreement was terminated on March 31, 2003 and instead we have
hired Michael Cohen to provide services as a consultant. We also granted Michael Cohen
options to purchase 10,000 of our ordinary shares at an exercise price of $30.00 per share
as part of this acquisition.

The
SoftChip group designs microprocessors and operating systems for smart cards. Under the
share purchase agreement, Michael and Yael Cohen agreed not to develop, promote or sell
competing or similar products to our products or the SoftChip groups products for a
period of two years after the termination of his employment with Softchip, without our or
the SoftChip companies prior approval.

OTI America, Inc.

OTI
America, Inc., our U.S. subsidiary, is headquartered in Fort Lee, NJ, and incorporated in
Delaware, and provides marketing and customer support services for our products in North
and South America. In addition, our global marketing and strategy development is headed
from OTI America.

OTI Africa Ltd.

OTI
Africa Ltd. is headquartered and incorporated in South Africa and provides marketing,
distribution and customer support services for our products in Africa.

The InterCard group

On
June 15, 2000 and in January 2001, we acquired 51% and the remaining 49%, respectively, of
the nominal share capital of two related German companies, one of which, InterCard
Kartensysteme GmbH, is a systems integrator for smart card systems and the other of which,
InterCard Systemelectronic GmbH, is a manufacturer of electronic devices, for an aggregate
purchase price of $5.8 million. InterCard Kartensysteme primarily supplied smart card
systems for over 80 university campuses in Germany. InterCard Kartensysteme also sold copy
machine payment systems to universities, libraries and corporations.

In
October 2004, we sold our InterCard Kartensysteme subsidiary. The purchase price for our
shares in InterCard Kartensysteme is $2.5 million, to be paid in two installments. The
first installment in the amount of $1.25 million, which was paid in January 2005,
consisted of $685,000 in cash, a euro 325,000 interest-free promissory note ($432,000),
payable in 32 monthly installments of euro 10,000 and a final installment of euro 5,000,
beginning on February 1, 2005, and a euro 100,000 promissory note ($133,000), payable in
12 monthly installments of euro 9,000, beginning on February 1, 2005. The second
installment in the amount of $1.25 million shall be paid in 25 quarterly payments
beginning on April 1, 2005. In October 2005, we entered into a settlement agreement
according to which the outstanding balances of the two loans were reduced by euro 165,000
and combined to one loan which is payable in 24 monthly installments of euro 10,000 each
and a final installment of euro 5,000. The gain from the sale, in the amount of $374,000,
was recognized in the consolidated financial statements in 2005.

ASEC Spolka Akcyjna

On
October 22, 2004, we completed the acquisition of ASEC, which is headquartered in Krakow,
Poland, from Nextel Spolka Akcyjna, or Nextel. ASEC develops, manufactures and markets
card readers and reader modules based on radio frequency identification technologies,
including high-end programmable smart card as well as economically priced readers.
Pursuant to the Preliminary Share Purchase Agreement, dated as of September 14, 2004, as
amended in October 2004, between us and Nextel, or the Agreement, the aggregate purchase
price for the acquisition was $1.6 million, which was paid to Nextel through the issuance
of 186,264 of our ordinary shares, calculated by dividing the purchase price by the
average price of our ordinary shares during the ten trading days prior to, but excluding,
the closing date of the acquisition ($8.59 per share). In addition, the Agreement provides
for additional consideration of up to $350,000 to be paid to Nextel in the form of our
ordinary shares, subject to ASEC meeting specified performance criteria for the years
ended December 31, 2004 and 2005, referred to as the earn-out formula. ASEC met the
performance criteria for the year ended December 31, 2004. Accordingly, as of December 31,
2004 we recognized a liability of $175,000 in connection with the earn-out formula, which
was settled by 14,298 ordinary shares that were issued by us to Nextel in June 2005.

33

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---

Based
on ASECs 2005 performance, we did not incur any further liability in connection with
the earn-out formula. The results of operations of ASEC have been included in the
consolidated financial statements as from October 1, 2004.

Far East

Pioneer
Oriental International Ltd.

In
July 2005, we completed the acquisition of POI, a Hong Kong company, a subsidiary of POE,
a Hong Kong company. POI is an engineering company that develops and manufactures
machinery used to create smart card inlays for smart cards and other products, and also
manufactures contact and contactless smart cards themselves. Pursuant to an Asset Purchase
Agreement dated June 16, 2005, between us, POE, and its shareholders (together, referred
to as the Sellers), as amended, the aggregate purchase price for the acquisition was paid
to the Sellers through the issuance of an aggregate 40,441 of our ordinary shares.

In
July 2005, POI completed the acquisition of substantially all of the assets of POE
relating to the design and manufacture of machinery for the manufacture of smart cards,
including certain proprietary technologies related to the manufacturing process. Pursuant
to the Asset Purchase Agreement dated June 16, 2005 between POI and POE, POI also agreed
to make offers of employment to each of the employees of POE. The aggregate purchase price
for the acquisition was paid to POE through the issuance of an aggregate of 41,788 of our
ordinary shares. On September 1, 2006, we completed a structural change in the Far-East,
under which the operations of POI was transferred to Millennium Cards Technology
Limited. Following the structural change, the Company has sold its shares in POI.

e-Pilot
Ltd.

In
July 2005, we completed the acquisition of a 71.5% interest in e-Pilot Ltd, a British
Virgin Islands company, from three of e-Pilots shareholders (collectively, referred
to as the e-Pilot Shareholders). e-Pilot, which is headquartered in Hong Kong, develops,
manufactures and markets smart card inlays for smart cards and other products. Pursuant to
share purchase agreements entered into with each of the e-Pilot Shareholders, the
aggregate purchase price for the acquisition was paid to the e-Pilot Shareholders through
the issuance of an aggregate of 52,572 of our ordinary shares. On September 1, 2006, we
completed a structural change in the Far-East, under which the operations of e-Pilot was
transferred to Millennium Cards Technology Limited. Following the structural change,
the Company has sold its shares in e-Pilot.

Millennium
Cards Technology Limited

On
September 1, 2006, we completed a structural change in the Far-East, under which the
operations of POI and of e-Pilot were transferred to Millennium Cards Technology
Limited (MCT), a subsidiary which was established during 2006. Following the
structural change, the Company has sold its shares in POI and e-Pilot for a total
consideration of $200,000 and recorded a $122,000 gain from sale of subsidiaries.

InSeal
SAS

In
May 2006, we completed the acquisition of all the share capital of InSeal SAS, for an
aggregate of 243,800 of our ordinary shares and 180,000 warrants. The warrants, which have
a nominal exercise price, become exercisable in four equal annual installments. InSeal SAS
is a Marseille, France based company currently providing an operating system for
contactless applications to a variety of customers in the payments market. InSeals
JayCOS® is currently in use in contactless payments programs in the US.

|D. | PROPERTY,
PLANT AND EQUIPMENT
|-- | -----------------------------

We
lease an aggregate of 10,639 square meters of land in Rosh Pina, Israel from the Israel
Lands Authority. Of the 10,639 square meters, 2,377 meters are leased under a 49 year
lease which expires on November 16, 2041, with an option to extend for a further period of
49 years. Our principal management, administration and marketing activities occupy a 1,188
square meter facility on the site. The remaining 8,262 square meters of land are leased
under a 49 year lease with the Israel Lands Authority which expires on September 14, 2047,
with an option to extend for a further period of 49 years. Our principal engineering,
research and development and part of our manufacturing activities occupy a 4,000 square
meter facility on this site. The rent for the initial 49-year term of each of these leases
was prepaid in its entirety at the beginning of the lease terms as is customary in Israel
for leases of property for industrial purposes from the Israel Lands Authority. Our rights
under these leases, including the facilities built on the site, are pledged for the
benefit of Bank Hapoalim.

34

---

---

Our
majority owned subsidiary, Easy Park Ltd., leases office space in this complex from us.
Easy Park also leases an aggregate of 137 meters in Tel Aviv pursuant to a lease that
expires on April 14, 2008, with an option to extend for a further period of 6 years.

OTI
America, Inc. leases an aggregate of 4,375 square feet of office space in Fort Lee, New
Jersey pursuant to a lease that expires on August 31, 2009. OTI Africa Ltd. owns an
aggregate of 770 square meters of office space in Century City, South Africa. ASEC leases
an aggregate of 495 square meters of office space in Krakow, Poland pursuant to a lease
that expires on July 31, 2008, with an option to extend the lease for an additional year,
and 169 square meters of office space in Warsaw , Poland.

| | InterCard
Systemelectronic owns an aggregate of 5,201 square meters of land in Bad Durrheim,
Germany.  The area is being used commercially for its manufacturing facility.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

MCT
leases office space in Futian, Shenzhen with areas of 4,779 square
meters and 2,732 square meters pursuant to leases that expires
on August 31, 2008 and January 16, 2012 respectively. The office space is
currently being used for its manufacturing facility. Additionally,
MCT leases office space in Causeway Bay, Hong Kong with areas of
132 square meters pursuant to a lease that expires on May 13, 2009. The
office space is used for administrative purpose.

InSeal
leases an aggregate of 220 square meters of office space in Marseille and Paris, France.

|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.

|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------- | --------------------------------------------

The following discussion and
analysis includes certain forward-looking statements with respect to the business,
financial condition and results of operations of our company. The words
estimate, project, intend, expect and
similar expressions are intended to identify forward-looking statements within the Private
Securities Litigation Reform Act of 1995 and other federal securities laws. These
forward-looking statements are subject to risks and uncertainties that could cause actual
results to differ materially from those contemplated by such forward-looking statements,
including those Risk Factors contained in Item 3D of this annual report. This discussion
and analysis should be read in conjunction with our consolidated financial statements and
notes thereto contained in Item 18. Financial Statements of this annual
report.

|A. | OPERATING
RESULTS
|-- | -----------------

The
following discussion and analysis is based on and should be read in conjunction with our
consolidated financial statements contained in Item 18. Financial
Statements.

# Overview

We design, develop and sell
contactless microprocessor-based smart card systems. Our headquarters and main research
and development activities are in Israel. Our sales and marketing efforts are directed
from our Israeli headquarters with additional sales support offices located in U.S.
subsidiary, OTI America, located in Fort Lee, New Jersey, Europe, South Africa and the Far
East. Our packaging, assembly and manufacturing facilities are located in Israel, Germany
and Far East.

35

---

---

Since our incorporation in 1990, we
have focused on the development of our core technologies and our OTI Platform-based
products. We currently offer three lines of products, each of which constitutes a complete
system, as well as components (such as smart cards, inlays, readers and machines ) that we
sell to original equipment manufacturers, OEMs, as well as other cards manufactures and
companies for sale or incorporation into their own products. Our three complete system
product lines include:

| |  | Payments
Solutions: we offer financial institutions a cashless system and loyalty
program to replace cash, which includes the PayPass system that we are installing
for MasterCard, our EasyPark system and our mass transit payment system as well as cards,
inlays and machineries for the production of SmartID solutions as well as production line
for SIM cards;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Petroleum
Systems: OTIs EasyFuel is a wireless, cashless, cardless, and
paperless fuel management and petroleum solution which includes both our gasoline
management system, or GMS, and our EasyFuel systems; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Smart
ID Solutions: OTIs solutions for credentialing, identifying and
verifying individuals combine the capability to support biometric identification with the
portability of smart cards. We also offer cards, inlays and machineries for the
production of SmartID solutions.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2003 we introduced and began to
realize revenues from EasyFuel, our contactless petroleum system, which we expect to
account for an increasing proportion of our petroleum system sales. In 1998, we were
awarded a contract for the first of our micropayments systems, an electronic parking
payment system which we refer to as EasyPark. We began to deploy EasyPark in 2000 and
completed deployment of the first system in June 2001. We deployed our first mass transit
micropayments system in China during 2000 and in the United States in 2003. In 2002, we
began to realize nonrecurring engineering revenues from the PayPass micropayments
system that we are installing for MasterCard International and we began to recognize
product sale revenues from that system in 2004.

We began to market components for
incorporation into the products of OEMs with our acquisition of InterCard Systemelectronic
in June 2000. During 2005, 2006 and 2007, product sales to OEMs accounted for $6.9
million, $7.8 million and $8.7 million, respectively, of our total revenues.

We began marketing cards, inlays and
machineries following our acquisitions of MCT, e-Pilot and POE .

We have reported net losses for each year
that we have been in business. Our business tends to be seasonal, with greater sales in
the third and the fourth quarters of every year, we do not anticipate having net earnings
for either of the first two quarters of 2008 and we also cannot assure you that we will be
profitable in either of the last two quarters of 2008, or afterwards.

# Sources of Revenue

We have historically derived a
substantial majority of our revenues from the sale of our products, including both
complete systems and OEM components. Asubstantial majority of our revenues has
been, and is likely to continue to be, from the sale of complete systems and its
components. We anticipate that revenues from sales will continue to represent the
substantial majority of our revenues in the future. In addition, we generate revenues from
licensing and transaction fees, and also, less significantly, from non-recurring
engineering, customer services and technical support. We anticipate that revenues from
licensing and transaction fees will make a proportionally greater contribution to our
total revenues and that revenues from sales will make a proportionally smaller
contribution to our revenues in the future.

36

---

---

During the past three years, the
revenues that we have derived from sales and licensing and transaction fees have been as
follows (dollar amounts in thousands):

| |                  | 2005 | 2006 | 2007
| | ---------------- | ---- | ---- | ----
|
|
|
|
| | Sales            |      |      | $   
| | transaction fees |      |      |     
| |                  |      |      |     
| |                  |      |      | $   
| |                  |      |      |     

Sales increased by $2.9
million and $5.7 million in 2006 and 2007, respectively. The increase in 2006 is mainly
attributed to increase of sales of our smart ID products and solutions and its components,
in 2007 is mainly attributed to an increase in sales of Petroleum products, Payments
products and its components, and OEM.

Licensing and transaction fees
include one-time and periodic payments for manufacturing or distribution rights for our
products. Transaction fees are paid by customers based on the volume of transactions
processed by systems that contain our products, the decrease in 2007 compare to 2006 is
primarily consisted of a decrease in China ID.

We expect to generate additional
revenues from transaction fees in the future as the installation and usage of systems that
contain our products become more widespread, and accordingly anticipate that these fees
will make a proportionally greater contribution to our total revenues in the future.

We
have historically derived revenues from different geographical areas. The following table
sets forth our revenues, by dollar amount (in thousands) and as a percentage of revenues
in different geographical areas, during the past three years:

| |      | Africa | Europe | Far East
| | ---- | ------ | ------ | --------
|
|
|
|
| | 2005 |        |        | $       
| | 2006 |        |        | $       
| | 2007 |        |        | $       

|     | North, Central and SouthAmerica | Israel
|---- | ------------------------------- | ------
|
|
|
|
|2005 |                                 |       
|2006 |                                 |       
|2007 |                                 |       

We anticipate that, over time, the
revenues that we derive from the Americas will grow both in absolute amounts and as a
percentage of our total revenues. Our revenues derived from outside the U.S., which are
primarily received in currencies other than the U.S. dollar, will have a varying impact
upon our total revenues, as a result of fluctuations in such currencies exchange
rates against the U.S. dollar.

# Cost of revenues and
gross margin

Our cost of revenues, by revenue
source, and gross profit, for each of the past three years were as follows (dollar amounts
in thousands):

|                               | Year ended December 31
|------------------------------ | ----------------------
|
|
|
|
|Cost of revenues               |                       
|Sales                          |                       
|                               |                       
|                               |                       
|Licensing and transaction fees |                       
|                               |                       
|                               |                       
|Total cost of revenues         |                       
|                               |                       
|                               |                       
|Gross profit                   |                       

---

Sales.           Cost
of revenues relating to sales consists primarily of materials, as well as
          salaries, fees payable to subcontractors and related costs for our technical
          staff who assemble our products. The increase in 2007 is primarily the result
of           increased sales which generated corresponding increased costs during the
years           covered by the table, and dueto increase in costs associated with
the           revenue mix in the Year Ended December 31, 2007 in compare with the same
period           in 2006.

37

---

---

Licensing
and transaction fees. Licensing and transaction fees revenues do not have directly
attributable cost of revenues. The only costs incurred to initiate the project represent
selling and marketing expenses and are classified as such in the consolidated statement of
operations.

# Operating expenses

Our operating expenses and operating
loss for each of the past three years were as follows (dollar amounts in thousands):

|                                           | Year ended December 31
|------------------------------------------ | ----------------------
|
|
|
|
|Operating expenses                         |                       
|Research and development                   |                       
|Less - participation by the Office of the  |                       
|Chief Scientist                            |                       
|                                           |                       
|                                           |                       
|Research and development, net              |                       
|Selling and marketing                      |                       
|General and administrative                 |                       
|Amortization of intangible assets          |                       
|Expenses relating to raising of capital,   |                       
|exchange of subsidiary's employees         |                       
|equity interest in equity interest of      |                       
|the Company and new acquisitions in the    |                       
|Far East*                                  |                       
|Gain from sale of subsidiary               |                       
|                                           |                       
|                                           |                       
|Total operating expenses                   |                       
|                                           |                       
|Operating loss                             |                       
|                                           |                       
|                                          
|* Consist of internal employee costs from: |                       
|Research and development                   |                       
|Selling and marketing                      |                       
|General and administrative                 |                       
|                                           |                       
|                                           |                       
|                                           |                       

Research
and development. Our research and development expenses
consist primarily of salaries and related expenses of our research and development staff,
as well as subcontracting expenses. All research and development costs are expensed as
incurred. The increase in 2006 as compared to 2005 was primarily due to a $1 million
expense incurred from the adoption of SFAS No. 123 (revised 2004), Share-Based Payment
(SFAS 123(R)), due to the Companys decision to cease its participation
with the OCS and from increase of expenses related to salaries that resulted from an
increase of 18 employees. The increase in 2007 as compared to 2006 was primarily due to
$3.6 million increase in expenses related to salaries that resulted from increase of 17
employees, mainly following to the acquisitions of InSeal during May 2006, the IPS
division of Vuance (formerly SuperCom) which took place at December 31, 2006 and $862,000
million increase in compensation expenses, in accordance with SFAS No. 123(R), and due to
$845,000 million increase in expenses related to subcontractors, and rental expenses Our
research and development expenses may increase in the future as we continue to develop new
products and new applications for our existing products.

Selling
and marketing. Our selling and marketing expenses
consist primarily of salaries and substantially all of the expenses of our sales and
marketing subsidiaries and offices in the United States, South Africa, the Far East and
Europe, as well as expenses related to advertising, professional expenses, participation
in exhibitions and tradeshows. The decrease in 2006 as compared to 2005 was primarily due
to decrease in expenses related to salaries that resulted mainly from a decrease of $1.3
million of expenses related to options granted to employees that was partially off-set by
an increase of 8 employees. Due to the adoption of SFAS No. 123(R) the Company incurred in
2006 compensation expense of $115,000.The increase in 2007 as compared to 2006 was
primarily due to $1.4 million increase in expenses related to salaries that resulted from
increase of employees, mainly following to the acquisitions of InSeal during May 2006 and
of the IPS division of Vuance (formerly SuperCom) which took place at December 31, 2006,
and due to $678,000 million increase in expenses related to our marketing efforts in new
and existing markets.

38

---

---

Our
selling and marketing expenses may increase in the future as we continue to expand our
local sales and marketing subsidiaries, open new offices and in the event that we hire
additional personnel.

General
and administrative. Our general and administrative expenses consist primarily of
salaries and related expenses of our executive management, such as management fees and
travel expenses, as well as financial and administrative staff. These expenses also
include costs of our professional advisors (such as lawyers and accountants), office
expenses and insurance and vehicle expenses, which have collectively grown with the scope,
magnitude and complexity of our business and provision for doubtful accounts. The increase
in 2006 as compared to 2005 is primarily attributed to a $1.2 million expense incurred
from the adoption of SFAS No. 123(R), to the Chinese subsidiaries which were acquired
during the third quarter of 2005, and to an increase in professional services. The
increase in 2007 as compared to 2006 is primarily attributed to $2.5 million provision for
doubtful accounts for the Year Ended December 31, 2007, $1.2 million increase in
compensation expenses, in accordance with SFAS No. 123(R), and due to $1 million increase
in expenses related to professional and rental expenses General corporate and
administrative expenses may increase in the future as we continue to expand our
operations.

Expenses
relating to raising of capital and exchange of subsidiarys employees equity interest
in equity interest of the Company and new acquisitions in the Far East In 2005, the
expenses in the amount of $1.8 million resulted from our activity in connection with the
acquisitions in the Far East.

# Financing income, net

Financing
income consists primarily of interest earned on our investments in U.S. treasury
securities and foreign exchange gains. Financing expenses consist primarily of interest
payable on bank loans and foreign exchange losses. The increase in 2006 financing income
as compared to 2005 was primarily due to new investments in U.S. treasury securities made
through funds raised in private placements in the fourth quarter of 2005.

Our
financing income, net for each of the past three years, has been as follows (in
thousands):

|                       | Year ended December 31
|---------------------- | ----------------------
|
|
|
|
|Financing income       |                       
|Financing expenses     |                       
|                       |                       
|Financing income , net |                       
|                       |                       

# Net loss

Our
net loss decreased in 2006 as compared to 2005 primarily due to increase in our gross
profit partially offset by increase in operating expenses as mention above. The increase in
2007 as compared to 2006 is primarily due to increase in our operating expenses as mention
above and decrease in our gross margin primarily due to decrease in revenues from
licensing and transaction fees.

Our
net loss for each of the past three years has been as follows (in thousands):

|         | Year ended December 31
|-------- | ----------------------
|
|
|
|
|Net loss |                       
|         |                       

39

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# Critical Accounting
Policies and Estimates

We
prepare our consolidated financial statements in conformity with accounting principles
generally accepted in the United States. Accordingly, we are required to make certain
estimates, judgments and assumptions that we believe are reasonable based upon the
information available. These estimates and assumptions affect the reported amounts of
assets and liabilities at the date of the financial statements and results of operations.
To fully understand and evaluate our reported financial results, we believe it is
important to understand our revenue recognition policy, our policy with respect to the
impairment of goodwill and other intangible assets and our policy with respect to stock
compensation.

Revenue
recognition. We recognize product sale revenues upon delivery, provided there is
persuasive evidence of an agreement and the risks and rewards of ownership have
transferred to the buyer, delivery has occurred, the fee is fixed or determinable and
collection is probable and no further obligation exists. In the case of nonrecurring
engineering, revenue is recognized on completion of testing and approval of the
customization of the product by the customer and provided that no further obligation
exists.

Technology license revenues are
recognized at the time the technology and license is delivered to the customer, collection
is probable, the fee is fixed and determinable, persuasive evidence of an arrangement
exists, no significant obligation remains under the sale or licensing agreement and no
significant customer acceptance requirements exist after delivery of the technology.

We recognize revenues from customer
services and technical support as the services are rendered ratably over the period of the
related contract.

We recognize transaction fees as they
are earned based on usage.

Our revenue recognition policies are
consistently applied for all revenues recognized.

Goodwill
and other intangible assets.Goodwill represents the excess of the aggregate
purchase price over the fair value of the net assets acquired in a purchase business
combination. Goodwill is not amortized, but rather is tested for impairment at least
annually or between annual tests if certain events or indicators of impairment occur in
accordance with SFAS No. 142, Goodwill and Other Intangible Assets. Goodwill
is tested for impairment at the reporting unit level by comparing the fair value of the
reporting unit with its carrying value. Fair value was determined using a discounted cash
flow analysis. The test was based on the Companys single reporting unit structure.
During the years 2005, 2006 and 2007, no impairment losses were identified.

Purchased intangible assets are
carried at cost, less accumulated amortization. Amortization is computed over the
estimated useful lives of the respective assets, generally three to seven years.

Goodwill and other intangible assets,
net, amounted to approximately $27.9 million as of December 31, 2007. If these estimates
change in the future, we may be required to record impairment charges for our goodwill. As
of December 31, 2007 no impairment charges were required.

Stock option plans. Prior to
January 1, 2006, the Company accounted for stock based employee and directors compensation
by using the intrinsic value method prescribed in Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees, (APB 25) and related
interpretations, as permitted by SFAS No. 123, Accounting for Stock-Based Compensation
(SFAS 123). Accordingly, compensation cost for stock options was measured as
the excess of the market price of the underlying stock on the date of grant over the
exercise price and was recognized over the scheduled vesting.

40

---

---

On January 1, 2006, the Company
adopted SFAS 123(R) which requires the measurement and recognition of compensation expense
for all share-based payment awards made to employees and directors based on estimated fair
values. The Company adopted SFAS No. 123(R) using the modified-prospective-transition
method. Under the modified-prospective-transition method, compensation cost is recognized
on a prospective basis for all share-based payments granted prior to, but not yet vested
as of January 1, 2006, based on the grant date fair value estimated in accordance with the
original provisions of SFAS 123. For share-based payment awards granted after January 1,
2006, the Company recognizes compensation cost based on estimated grant date fair value
using the Black-Scholes option pricing model. In accordance with the modified prospective
method, the Companys consolidated financial statements for prior periods have not
been restated to reflect, and do not include, the impact of SFAS 123(R). As a result of
adopting SFAS 123 (R), the Companys loss before taxes and minority interests and net
loss for the year ended December 31, 2006, are $2,354 larger, and loss per share for the
year ended December 31, 2006 is $0.17 larger, than if it had continued to account for
share-based compensation under APB 25. Upon adoption of SFAS 123(R), the $833 in
Additional Paid-In Capital and the offsetting amount in Deferred Stock-Based Compensation,
that are both reflected in shareholders equity at December 31, 2005, have been
reversed as required by SFAS 123 (R). The net effect has no change in total
shareholders equity.

The critical assumptions relate to
determining the expected life of the option, considering the outcome of service-related
conditions (i.e., vesting requirements and forfeitures), expected volatility of the
underlying stock as an estimate of the future price fluctuation for a term commensurate
with the expected life of the option, expected dividend yield on the underlying stock,
commensurate with the expected life of the option, and the risk-free interest rate
commensurate with the expected term of the option.

SFAS No. 123 (R) requires that the
option pricing model used consider managements expectations about the life of the
option, future dividends, and stock price volatility. Both the volatility and dividend
yield components should reflect reasonable expectations commensurate with the expected
life of the option. To determine the expected volatility, we generally begin with
calculating historical volatility over the most recent period equal to the expected life
of the options. The expected dividend yield on the underlying stock for all relevant
periods is zero since there is no history of paying dividends. The expected life of an
employee stock option award was estimated based on reasonable facts and assumptions on the
grant date.

These estimates introduce significant
judgment into determining the fair value of stock-based compensation awards.

During 2007 most of the options were
granted with a par value exercise price. Due to the par value nominal amount of NIS 0.1,
the fair value of these options was estimated to be equal to the Companys share
price as of the day of grant.

# Recently Issued
Accounting Guidance

| | In
September 2006, the Financial Accounting Standards Board (FASB) issued No.
157, Fair Value Measurement (Statement 157). Statement 157 defines fair value,
establishes a framework for the measurement of fair value, and enhances disclosures about
fair value measurements. The Statement does not require any new fair value measures. The
Statement is effective for fair value measures already required or permitted by other
standards for fiscal years beginning after November 15, 2007. The Company is required to
adopt Statement 157 beginning on January 1, 2008. Statement 157 is required to be applied
prospectively, except for certain financial instruments. Any transition adjustment will
be recognized as an adjustment to opening retained earnings in the year of adoption. In
February 2008, the FASB approved FSP FAS 157-2, which grants proposed a one-year deferral
of Statement 157s fair-value measurement requirements for nonfinancial assets and
liabilities, except for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis. The Company does not believe that the adoption
of the provisions of SFAS No. 157 will materially impact its financial position, results
of operations or cash flows.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
February, 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities  Including an amendment of FASB
Statement No. 115, which permits entities to irrevocable choose to measure many financial
assets and liabilities at fair value that are not currently required to be measured at
fair value. If the fair value option is elected, changes in fair value would be recorded
in results of operations at each subsequent reporting date. The Statement allows entities
to achieve an offset accounting effect for certain changes in fair value of certain
related assets and liabilities without having to apply complex hedge accounting
provisions, and is expected to expand the use of fair value measurement consistent with
the Boards long-term objectives for financial instruments. This Statement is
effective as of the beginning of an entitys first fiscal year that begins after
November 15, 2007. The Company does not believe that the adoption of the provisions of
SFAS No. 159 will materially impact its financial position, results of operations or cash
flows.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

41

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| | In
June 2007, the FASB reached a final consensus on Emerging Issues Task Force Issue 07-3,
Accounting for Advance Payments for Goods or Services to Be Used in Future Research
and Development Activities (EITF 07-03). The consensus reached by the
FASB requires companies involved in research and development activities to capitalize
such non-refundable advance payments for goods and services pursuant to an executory
contractual arrangement because the right to receive those services in the future
represents a probable future economic benefit. Those advance payments will be capitalized
until the goods have been delivered or the related services have been performed. The
consensus on EITF 07-03 is effective prospectively for financial statements issued for
fiscal years beginning after December 15, 2007, and interim periods within those
fiscal years. Earlier application is not permitted. The Company does not believe that the
adoption of the provisions of EITF 07-03 will materially impact its financial position,
results of operations or cash flows.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
December 2007, the FASB issued FASB Statement No. 141R, Business Combinations (Statement
141R) and FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements  an amendment to ARB No. 51 (Statement 160). Statements 141R and 160
require most identifiable assets, liabilities, noncontrolling interests, and goodwill
acquired in a business combination to be recorded at full fair value and
require noncontrolling interests (previously referred to as minority interests) to be
reported as a component of equity, which changes the accounting for transactions with
noncontrolling interest holders. Both Statements are effective for periods beginning on
or after December 15, 2008, and earlier adoption is prohibited. Statement 141R will be
applied to business combinations occurring after the effective date. Statement 160 will
be applied prospectively to all noncontrolling interests, including any that arose before
the effective date. The Company is currently evaluating the impact of adopting Statement
141R and Statement 160 on its results of operations and financial position.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|B. | LIQUIDITY
AND CAPITAL RESOURCES
|-- | -------------------------------

Our
principal sources of liquidity since our inception have been sales of equity securities,
borrowings from banks, convertible loans, cash from the exercise of options and grants
from the Office of the Chief Scientist. We had cash and cash equivalents of $35.5 million
as of December 31, 2007 and $30.0 million as of December 31, 2006. In addition, we had
short-term investments of $6.4 million (representing U.S. treasury securities) as of
December 31, 2007 and $18.2 million as of December 31, 2006. We believe that our working
capital is sufficient to meet our present requirements.

Operating
activities. For the year ended December 31, 2007 we have used $6.3 million from
operating activities primarily due to $20.6 million net loss, from $2.8 million increase
in inventories due to purchasing for future and existing orders, $1.0 million minority
interest , and $686,000 increase in other receivables and prepaid expenses, partially
offset by $6.9 million of stock based compensation issued to employees and others, $3.3
million increase in trade payables,net, $2.6 million decrease in trade receivables, $2.6
million depreciation, $2.0 million increase in other current liabilities, $1.3 million
amortization of intangible assets, $358,000 equity in net losses of an affiliated company
and $283,000 increase in accrued severance pay, net. For the year ended December 31, 2006
we used $3.5 million of cash in operating activities primarily due to our net loss of $6.6
million, $3.2 million increase in inventories, $2.4 million increase in trade receivables,
$2.1 decrease in other current liabilities and due to $625,000 of minority share in loss
of subsidiaries, partially offset by $3.8 million stock-based compensation related to
options and shares issued to employees and others, $2.6 million increase in trade
payables, $1.9 million charge for depreciation of our property and equipment, $1.1 million
decrease in other receivables and prepaid expenses, $1.1 million equity in net losses of
an affiliated company, $821,000 amortization of intangible assets and $796,000 increase in
accrued severance pay, net.

Investing
and financing activities. For the year ended December 31, 2007, net cash provided by
investing activities was $6.6 million, mainly due to a $148 million proceeds from maturity
of available-for-sale securities and $837,000 receipt on account of loans and receivables,
partially offset by $136.1 million investment in available-for-sale securities and $6.2
million purchase of property and equipment. For the year ended December 31, 2006, net cash
used in investing activities was $1.1 million, mainly due to a $23.6 million investment in
available-for-sale securities and to $3.1 million investment in equipment purchases,
partially offset by $25.4 million proceeds from maturity of available-for-sale securities
and $350,000 receipts on account of loans and receivables related to our disposition of a
German subsidiary in 2004.

42

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For
the year ended December 31, 2007, net cash provided by financing activities was $5.1
million, mainly due to $4.8 million increase in short-term bank credit, net and $739,000
proceeds from long-term loans partially offset by $495,000 repayment of long-term bank
loans. For the year ended December 31, 2006, net cash provided by financing activities was
$4.9 million, mainly due to $3.2 million due to exercise of options and warrants, $1.5
million of proceeds from minority in subsidiary and $978,000 from long-term bank loans,
partially offset by $570,000 repayment of long-term bank loans and by $231,000 decrease in
short term credit.

Market Risk

Market risks relating to our
operations result primarily from changes in interest rates and currency fluctuations. In
order to limit our exposure, we may enter, from time to time, into various derivative
transactions. Our objective is to reduce exposure and fluctuations in earnings and cash
flows associated with changes in interest rates and foreign currency rates. We do not use
financial instruments for trading purposes. It is our policy and practice from time to
time to use derivative financial instruments only to limit exposure.

Interest Rate Risks

We
are exposed to market risks resulting from changes in interest rates, relating primarily
to our loan obligations to banks. We do not currently use derivative financial instruments
to limit exposure to interest rate risk. As of December 31, 2007, we had fixed interest
rate loan obligations of $2.9 million. Of this amount, $1.6 million was denominated in
Euro, $1.2 million was denominated in USD $96,000 was denominated in Polish Zloty
and, $69,000 was denominated in South African Rand. These loans will be repaid during the
next five years.

The carrying values of the loans are
equivalent to or approximate their fair market value as they bear interest at approximate
market rates.

Impact of Inflation and
Currency Fluctuations

Our
functional and reporting currency is the U.S. dollar. We generate a significant portion of
our revenues and we incur some of our expenses in other currencies. As a result, we are
exposed to the risk that the rate of inflation in countries in which we are active other
than the United States will exceed the rate of devaluation of such countries
currencies in relation to the dollar or that the timing of this devaluation will lag
behind inflation in such countries. To date, we have been affected by changes in the rate
of inflation or the exchange rates of other countries currencies compared to the
dollar, and we cannot assure you that we will not be adversely affected in the future.

The
annual rate of inflation (deflation) in Israel was 3.4% in 2007 (0.1%) in 2006 and 2.4% in
2005. The NIS revalued by approximately 9.0% and 8.2% in 2007 and 2006, respectively,
against the U.S. dollar.

The
functional currency of InterCard Systemelectronic and Inseal SAS is the Euro and of ASEC
Spolka Akcyjna is the Polish Zloty and the functional currency of MCT is the Chinese Yuan
Renminbi. Significantly all of these subsidiaries revenues are earned, and
significantly all of their expenses are incurred, in their functional currencies. To the
extent that there are fluctuations between the Euro, the Polish Zloty and/or the Chinese
Yuan Renminbi against the U.S. dollar, the translation adjustment will be included in our
consolidated changes in shareholders equity and will not impact the consolidated
statement of operations. We cannot assure you that we will not be adversely affected in
the future.

43

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Corporate Tax Rate

On July 25, 2005 the Knesset, the
Israeli Parliament, passed the Law for the Amendment of the Income Tax Ordinance (No.147
and Temporary Order)  2005, or the Amendment. The Amendment provides for a gradual
reduction in the company tax rate in the following manner: in 2006  31%, in 2007
 29%, in 2008  27%, in 2009  26% and from 2010 onward the tax rate will
be 25%. Furthermore, as from 2010, upon reduction of the company tax rate to 25%, real
capital gains will be subject to tax of 25%. As of December 31, 2007, our net operating
loss carry-forwards for Israeli tax purposes amounted to approximately $55.6 million.
Under Israeli law, net operating losses can be carried forward indefinitely and offset
against certain future taxable income. Since we have incurred tax losses through December
31, 2007, we have not yet utilized the tax benefits for which we are eligible under the
Approved Enterprise status. $4.5 million of our investment programs in
buildings, equipment and production facilities have been granted Approved
Enterprise status and we are, therefore, eligible for a tax exemption under the Law
for the Encouragement of Capital Investments, 1959. Subject to compliance with applicable
requirements, the portion of our income derived from the Approved Enterprise
programs is tax-exempt for a period of the earliest of (1) ten years commencing in the
first year in which it generates taxable income, (2) 14 years from the date of approval or
(3) 12 years from the date of beginning of production. If we do not comply with these
requirements, the tax benefits may be cancelled and we may be required to refund the
amount of benefits received, in whole or in part, with the addition of linkage differences
to the Israeli consumer price index and interest. As of the date of this annual report, we
believe that we are in compliance with these conditions.

Government of Israel
Support Programs

Until
2005 we participated in programs offered by the Office of the Chief Scientist of the
Ministry of Industry and Trade (OCS) that support research and development
activities. We received and obtained grants of $618,000 in 2005 from OCS. Under the terms
of these grants, a royalty of 3% to 3.5% of the sales of products must be paid to the OCS,
beginning with the commencement of sales of products developed with grant funds and ending
when the dollar value of the grant is repaid. In 2006 we decided to cease our
participation with the OCS.

Royalties
payable with respect to grants received under programs approved after January 1, 1999,
however, will be subject to interest on the dollar-linked value of the total grants
received at an annual rate of LIBOR applicable to dollar deposits. As of December 31,
2007, we have received a total of $4.7 million from the OCS net of royalties paid to it
(or accrued for). The terms of Israeli government participation also require that the
manufacturing of products developed with government grants be performed in Israel, unless
the OCS has granted special approval. If the OCS consents to the manufacture of the
products outside Israel, we may be required to pay increased royalties, ranging from 120%
to 300% of the amount of the OCS grant, depending on the percentage of foreign
manufacture. These restrictions continue to apply even after we have paid the full amount
of royalties payable in respect of the grants. Based upon the aggregate grants received to
date, we expect that we will continue to pay royalties to the OCS to the extent of our
sales of our products and related services for the foreseeable future. Separate OCS
consent is required to transfer to third parties technologies developed through projects
in which the government participates. These restrictions do not apply to exports from
Israel of products developed with these technologies.

|C. | RESEARCH
AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
|-- | ----------------------------------------------------

Discussed
above in "Item 5.A. Overview."

|D. | TREND
INFORMATION
|-- | -----------------

Discussed
above in "Item 5.A.  Overview."

|E. | OFF
BALANCE SHEET ARRANGEMENTS
|-- | ------------------------------

None.

|F. | TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
|-- | ---------------------------------------------

As of December 31, 2007, we and our
subsidiaries had contractual obligations which are expected to affect our consolidated
cash flow in future periods as follows: (in thousands)

|                            | 2008 | 2009 | 2010 | 2011  | 2012 andthereafter | Total
|--------------------------- | ---- | ---- | ---- | ----- | ------------------ | -----
|
|
|
|
|Operating lease obligations |      |      | $    | 1,027 |                    | $    
|Long-term debt obligations  |      |      | $    | 495   |                    | $    
|Total                       |      |      | $    | 1,522 |                    | $    

44

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We shall also pay royalties to the
Office of the Chief Scientist as discussed above in B, Liquidity and Capital Resources.

For additional information on our
contractual obligations as of December 31, 2007, under long-term bank loans and operating
leases, see Notes 8 and 9 to our consolidated financial statements. For a description of
liens on our assets see Note 9C to our consolidated financial statements.

|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------- | ------------------------------------------

|A. | DIRECTORS
AND SENIOR MANAGEMENT
|-- | -------------------------------

# Management

The
following table sets forth certain information concerning our current directors and
executive officers, including officers of certain of our subsidiaries:

|Name                          | Age |  | Position                                                                                    
|----------------------------- | --- |  | --------------------------------------------------------------------------------------------
|
|
|
|
|Oded Bashan (1)               | 61  |  | Chief Executive Officer, Chairman and Director                                              
|Ronnie Gilboa                 | 51  |  | Vice President - Projects and Director                                                      
|Guy Shafran                   | 35  |  | Chief Financial Officer, Chairman and President of Millennium Cards Technology Ltd.         
|Moshe Aduk                    | 51  |  | Vice President - Gasoline Management System                                                 
|Nehemya Itay                  | 58  |  | Vice President - Hardware Engineering                                                       
|Ohad Bashan                   | 37  |  | President, Chief Marketing Officer; Chief Executive Officer, OTI America, Inc., and Director
|Eliezr Manor (1)(2)(3)        | 60  |  | Director                                                                                    
|Ora Setter (1)(2)(3)          | 57  |  | Director                                                                                    
|Eli Akavia (1)(2)             | 60  |  | Director                                                                                    
|Raanan Ellran (1)(2)(3)       | 59  |  | Director                                                                                    
|Shlomo Tussia-Cohen (1)(2)(3) | 36  |  | Director                                                                                    

---

(1)
          Compensation committee member(2)
          Audit committee member(3)
          External director

Oded
Bashan co-founded the Company in 1990 and has continued to serve as our Chief
Executive Officer and Chairman since that time. Prior to founding us, he served as the
president of Electo-Galil, an Israeli manufacturer of radio frequency identification
cards, from 1984 to 1990. Mr. Bashan is Chairman of OTI America, Inc., OTI Africa Ltd.,
SoftChip Technologies (3000) Ltd., Easy Park Ltd. and Easy Park Israel Ltd. and a director
of ASEC, Millennium Cards Technology Ltd., and Z.H.R. Industrial Park Company Ltd.
In 1997, Mr. Bashan was awarded the Leading Businessman Award in Management, Business and
Economics by the Israeli Institute of Public Opinion. He is currently a member of the
trustee committee of the Tel-Chai College and a member of the consulting committee for the
Executive MBA program at Bar Ilan University. Mr. Bashan holds both a B.Sc and an M.Sc in
economics and business management from the Hebrew University of Jerusalem.

Ronnie
Gilboa co-founded the Company in 1990 and has continued to serve as a director since
that time. From 1990 to the end of 2001 he served as Vice President R&D and since that
date has served as our Vice President-Projects. He serves on the board of directors of OTI
America, Inc., ASEC S.A, OTI Africa Ltd., Easy Park Ltd., Easy Park Israel Ltd., Softchip
Technologies (3000) Ltd and Origin GPS. Prior to founding us, Mr. Gilboa was the manager
of research and development at Electo-Galil, an Israeli manufacturer of radio
frequency-based identification cards, from 1984 to 1990. Mr. Gilboa holds a B.Sc. in
electrical engineering from The Technion (Israeli Institute of Technology).

45

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Guy
Shafran serves as our Chief Financial Officer, having served in that position since
June 2000, and has served as a director of Easy Park Ltd. since June 2000 and as a
director of Easy Park (Israel) Ltd. since March 2002. Since 2005 Mr. Shafran also serves
as the President and Chairman of Millennium Cards Technology Ltd. Mr. Shafran is a
director in Easy Park Ltd., and Millennium Cards Technology Ltd. Prior to joining
us, Mr. Shafran was chief financial officer at the Israel Cold Storage and Supply Company
Ltd., an Israeli public company engaged in the distribution of soft drinks and cold
storage, from June 1996 to March 2000. From July 1995 to February 1996, Mr. Shafran was
assistant to the chairman of the Baran Group Ltd., an Israeli engineering company. Mr.
Shafran holds a B.A. in economics with a specialization in business administration from
Ben Gurion University, Beer Sheba, and a MEI Graduate Degree in Management specializing in
International Management and Entrepreneurship from Swinburne University of Technology.

Moshe
Aduk serves as our Vice PresidentGasoline Management System, having served in
that position since July 1995. From 1990 to July 1995, he was employed by us as a research
and development engineer. He served as a director from 1995 to July 1999. Prior to joining
us, Mr. Aduk was a hardware and software development engineer at Electo-Galil, an Israeli
manufacturer of radio frequency-based identification cards, from 1985 to 1990. From 1984
to 1985, he was employed as a technical support engineer at Motorola Israel. Mr. Aduk
holds a B.Sc. in electrical engineering from The Technion (Israeli Institute of
Technology).

Nehemya
Itay serves as our Vice PresidentHardware Engineering, having served in that
position since July 1995. From 1990 to July 1995, he was employed by us as a research and
development engineer. He served as a director from 1991 to July 1999. Mr. Itay is a member
of the Joint Task Committee of the International Standards Organisation on standards for
contactless smart cards. Prior to joining us, Mr. Itay was a hardware development engineer
at Electo-Galil, an Israeli manufacturer of radio frequency-based identification cards,
from 1986 to 1990. From 1982 to 1985, he was an hardware electronic engineer at Elscint,
an Israeli technology company. Mr. Itay holds a B.Sc. in electrical engineering from The
Technion (Israeli Institute of Technology) and an M.A. in electronics from Drexel
University, Philadelphia.

Ohad
Bashan has served as President and Chief Marketing Officer and prior to thatas
our Head of Global Marketing and Strategy Development since June 2000 and was appointed as
the President of the Company commencing in August 2007, pursuant to which he relocated
from the U.S. to the Companys headquarters in Israel and stepped down from his
office as the President of OTI America, however, remained his position as Chief Executive
Officer and a director of OTI America, Inc., which he holds since 1998, and as a director
of our board, and Millennium Cards Technology Ltd. since 2005. From 1996 to August
1998, he was our business development manager. Mr. Bashan holds a B.A. in business from
the College of Business Management, Tel Aviv, with specializations in marketing and
finance, and an M.B.A. from Pepperdine University, California.  Ohad Bashan is the
son of Oded Bashan.

Eliezer
Manor serves as a director, having served in that position since July 2003. He serves
as a managing partner and co-founder of Global Catalyst Partners (GCP) VC Fund, a managing
partner and co-founder of Global Catalyst Partners II VC Fund, as a director of Trans
Balkan Fund (a private equity fund active in Romania, Bulgaria and Croatia), a director on
several portfolio companies of GCP, a member of the Executive Steering Committee of China
VC Research Institute and as a lecturer and consultant in Israel and abroad on Hi-Tech and
Venture Capital. Mr. Manor holds a B.Sc. Physics from the Tel Aviv University and a M.Sc.
Applied Physics from the Weizmann Institute of Science, Israel.

Ora
Setter (PhD) serves as a director, having served in that position since August 2006.
Until recently the CEO and Academic Director of Lahav  Executive Education Center in
Tel Aviv University. Lecturer at the Recanati Business School and at the department of
Labor Studies, Tel Aviv University, and in other academic institutions. Dr. Setter is a
consultant to many leading companies in Israel, focusing on Organizational Development and
business, and specializing on Knowledge Management and implementation of KM systems, and
in building and organizing training programs for organizations. She is also a well known
lecturer and writer. In the past Dr. Setter was the entrepreneur and Managing Director of
Book A la Carte  as start up company dealing with publishing books through the
Internet. Dr Setters areas of teaching and research include Psychological Contracts
in organizations, Leadership, Organizational Diagnosis & Development, Real and Virtual
Team Building, Organizational Politics and Power and Career Dynamics. Dr. Setter serves in
the board of several organizations  business companies and NGOs. She is the
organizing force and leader of the Women promoting women network in Israel,
including most of the women leaders in business, academia, public sector and NGOs.
Recently Dr. Setter is completing her second Masters Degree in South Asian Studies in Tel
Aviv University, and is involved with several ventures as a partner and business
consultant.

46

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Eli
Akavia, serves as a director, having served in that position since December 2003. Mr.
Akavia is an independent consultant. Mr. Akavia worked for Luboshitz Kasierer, an Israeli
auditing firm (formerly a member firm of Arthur Andersen and currently merged with Ernst
& Young, Israel) for 30 years, first as an employee and later as a senior partner. Mr.
Akavias roles at Luboshitz Kasierer included: Head of Audit Department, Head of Hi
Tech Division and Partner in charge of the Firm Professional Standards Group. He
specialized in hi-tech companies and accumulated invaluable experience in US GAAP and SEC
rules. Mr. Akavia has participated in a large number of companies initial public
offerings in the United States.

Shlomo
Toussia-Cohen serves as a director, having served in that position since June 2005.
From 2002 to 2005 Mr. Toussia-Cohen worked as senior assistant to Director General of the
Israeli Broadcasting Authority  the Israeli Public TV and Radio. Until recently he
worked as chief executive officer and member of the investment committee in the Education
Fund for Journalists (1977) Ltd. Holding a Master degree in Law (L.L.M.) with
specialization in private law from the Hebrew University of Jerusalem and a bachelor
degree in Business (B.A.) with specialization in finance from the Interdisciplinary Center
of Herzelia, Mr. Toussia-Cohen works as a Lawyer and is a member of both the Israeli Bar
and the of New York State bar.

Raanan
Ellran served as a director between 1999- 2005, resuming the position in July 2007. In
addition, he currently serves on the board of directors at AAI Ltd., an Israeli internet
software designer and at Rafael Advanced Defense Systems Ltd (between 2002-2005, resuming
the position in 2006) on the board of directors, as Chairman of the Finance Committee, and
as Chairman of the Investment Committee. Previous positions as board member include the
First International Bank, Dikla Mutual Funds Management Company, F.I.B.I. Holding Company
Ltd. (until October 2006), and First International Bank of Israel, Provident and Pension
funds (between 1993-1998). Between 1997- 2002 he served as the General Manager of Assuta
Medical Centers, between 1995 to 1997, he served as the General Manager of Ratfon Import
Ltd., and prior to that he was the General Manager of ACE Hardware (Israel) Ltd.
(1994-1995).

|B. | COMPENSATION
|-- | ------------

# Executive Compensation

The
aggregate compensation paid by us and our subsidiaries to our executive directors and
executive officers listed above under Management, in the year ended December
31, 2007 was $1,530,000. This amount includes approximately $280,000 set aside or accrued
to provide pension, severance, retirement or similar benefits or expenses, but does not
include business travel, relocation, professional and business association dues and
expenses reimbursed to officers, and other benefits commonly reimbursed or paid by
companies in Israel.

Non-executive
directors are reimbursed for their expenses for each board meeting attended and in
addition receive compensation for their service on the board. Our executive directors do
not receive compensation for their service on the board of directors or any committee of
the board of directors. The aggregate amount paid by us and our subsidiaries to our
non-executive directors listed above under Management, in the year ended
December 31, 2007 was $70,000.

See
Item 6.  E. Share Ownership for information on beneficial
ownership of our shares by our directors and executive officers. We have no outstanding
loans to any of our directors or executive officers.

# Employment Agreements

We
maintain written employment and related agreements with all of our office holders. These
agreements provide for monthly salaries and contributions by us to executive insurance and
vocational studies funds. The employment agreements of certain of our office holders
further provide that we may give the employee an annual bonus in accordance with targets
to be determined by the compensation committee by December 31 of each calendar year in
respect of the following year. In determining the amount of the bonus, the compensation
committee must relate it to our revenues or profits, as applicable to the employee. We
approved bonus plan principles for our senior management on a shareholders general
meeting held on January 31, 2003. If justifiable in light of our quarterly financial
results, we may make advances on bonus payments pursuant to a resolution of our board of
directors. All of our office holders employment and related agreements contain
provisions regarding noncompetition, confidentiality of information and assignment of
inventions. The enforceability of covenants not to compete in Israel is unclear.

47

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Agreement
with Oded Bashan. The employment agreement of Oded Bashan, dated July 1, 2004, as was
amended on our shareholders meetings dated June 3, 2005 and August 24, 2006 provides for a
five-year term ending on June 30, 2009. Mr. Bashan may terminate his employment, and we
may terminate his employment for reasonable and justifiable cause, in either case on six
months notice. In the event of termination, Mr. Bashan is entitled to receive
severance pay equal to twice the rate of one months current salary multiplied by the
number of years of employment. In the event we terminate his employment prior to June 30,
2009, unless the termination occurred as a result of circumstances depriving him of the
right to severance pay at law or as a result of a breach of fiduciary duty or a material
breach of confidentiality or noncompetition undertakings, we are required to continue
paying Mr. Bashan a monthly salary, including benefits but excluding bonuses, until June
30, 2009, and in any event, for a period that shall not be less than six months following
the notice period described above. In addition to the salary, contributions and bonus
described above, Mr. Bashan is entitled under his contract of employment to an additional
bonus of $15,000 for every one percent increase in our average share price quoted for the
last two months of any year over the average share price quoted for the last two months of
the preceding year.

Agreement
with Ronnie Gilboa. The employment agreement of Ronnie Gilboa, dated July 1, 1999,
provides for a five-year term ended on June 30, 2004, and was extended automatically for a
non-determined period. Mr. Gilboa may terminate his employment, and we may terminate his
employment for reasonable and justifiable cause, in either case on six months
notice. In the event of termination, Mr. Gilboa is entitled to receive severance pay equal
to twice the statutory rate of one months current salary multiplied by the number of
years of employment. On July 2007, Mr. Gilboas employment agreement was amended to
include a commission of one (1%) percent from the net revenues and five (5%) percent from
the net royalty payments and net NRE payments (i.e., after deduction of applicable tax)
from projects resulting from his direct contribution.

Agreement
with Guy Shafran.  The employment agreement of Guy Shafran, dated January 1,
2006, provides for a three-year term ended on December 31, 2009, with an option for
additional two years and is automatically extended unless terminated as described
below.  In the event of termination, Mr. Shafran is entitled to receive severance pay
equal to twice the rate of one months current salary multiplied by the number of
years of employment in OTI or one of its subsidiaries.  Mr. Shafran is expected to
work in Hong-Kong for three years with option for an additional two years and in the event
that the employment abroad or in connection to it will be terminated before such period,
Mr. Shafran will be paid in full and will be entitled to all terms as if such a
termination did not exist. Mr. Shafran may terminate his employment on six months notice,
and we may terminate his employment for reasonable or justifiable cause on one year
notice.  In the event of termination of employment, unless the termination occurred
as a result of circumstances depriving Mr. Shafran of the right to severance pay at law or
as a result of a breach of fiduciary duty or a material breach of his confidentiality or
noncompetition undertakings, Mr. Shafran shall be entitled to additional six months
severance payments with full terms and benefits.

Agreements
with Moshe Aduk and Nehemya Itay. The employment agreements of Moshe Aduk and Nehemya
Itay, each dated July 1, 1999, provide for a five-year term ending on June 30, 2004, and
were extended automatically for a non-determined period. These individuals may terminate
their employment, and we may terminate their employment for reasonable and justifiable
cause, in either case on six months notice. In the event of termination, these
individuals are entitled to receive severance pay equal to twice the rate of one
months current salary multiplied by the number of years of employment. In the event
we terminate the employment of either Mr. Aduk or Mr. Itay, unless the termination
occurred as a result of circumstances depriving them of the right to severance pay at law
or as a result of a breach of fiduciary duty or a material breach of his confidentiality
or noncompetition undertakings, we are required to continue paying each of them a monthly
salary for three months following the notice period described above.

Agreement
with Ohad Bashan.  The employment agreement of Ohad Bashan with OTI America,
Inc., dated October 6, 2005, was approved by OTI America, OTI and our General Meeting of
shareholders on November 12, 2005. On June 2007 the Company assumed his employment
agreement and he was appointed as the President of the Company commencing in August 2007,
pursuant to which he relocated from the U.S. to the Companys headquarters in Israel
and stepped down from his office as the President of OTI America, however, remained his
position as Chief Executive Officer and a director of OTI America, Inc. Mr. Bashan may
terminate his employment on six months notice and we may terminate his employment on six
months notice.  In the event we terminate his employment, Mr. Bashan shall be
entitled to six months severance payments with full terms and benefits, and shall be
entitled to severance payment in an amount equal to two monthly salaries for each year Mr.
Bashan was employed with the Company or OTI America, in addition to all benefits and
salary Mr. Bashan is entitled to during the six month period. In addition to his monthly
salary, Mr. Bashan shall be entitled to receive a special annual bonus of 0.5% of the
annual sales in the Americas markets. The bonus will be paid during the month of April of
the following year of the actual sales, as recognized in OTIs financial
statements.    In addition, OTI America has the right to assign Mr.
Bashans employment agreement to us, and require Mr. Bashan to relocate to Israel.

48

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|C. | BOARD
PRACTICES
|-- | ---------------

# Election of Directors;
Appointment of Officers

Our
current board of directors consists of seven directors. Under our articles of association,
our board of directors may not consist at any time of more than nine members. A majority
of these directors must be non-executive directors, who are directors that are neither
office holders nor our employees. Directors are appointed, removed or replaced, by a
majority vote of our shareholders present in person or by proxy at a general meeting of
shareholders.

Once
elected at a shareholders meeting, our directors, except our external directors,
hold office until the first general meeting of shareholders held at least thirty six
months after their election, except for Mr. Oded Bashan and Mr. Ronnie Gilboa who may not
be replaced or removed unless by an affirmative vote of 75% of the Companys
shareholders entitled to vote and voting in person or by proxy at a general meeting of
shareholders. Incumbent directors may be reelected at that meeting. Unless contrary to the
law, a director may be elected for consecutive terms.

Under
the new Israeli Companies Law, which took effect on February 1, 2000 (the Companies
Law), the chief executive officer of a public company may not serve as a chairman of
the board of directors unless authorized by a general meeting of the shareholders and then
only for a period of time that does not exceed three years. On August 24, 2006 our
shareholders authorized our CEO, Oded Bashan, to act as our chairman for an additional
three-year period, after such date, we plan to recommend to our shareholders to authorize
Mr. Bashan to act as our CEO for an additional 3-year period.

Our
board of directors appoints our chief executive officer. Each of our executive officers
serves at the discretion of the board of directors, subject to the terms of any employment
agreement, and holds office until his or her successor is elected or until his or her
earlier resignation or removal. Except for Ohad Bashan, our President and Chief Marketing
Officer, and Chief Executive Officer of OTI America, who is the son of Oded Bashan, our
co-founder and chairman of our board of directors, none of our directors or executive
officers has any family relationship with any other director or executive officer.

# External Directors

The
Israeli Companies Law requires Israeli companies with shares that have been offered to the
public in or outside of Israel to appoint at least two external directors. No person may
be appointed as an external director of a company if the person, or the persons
relative, partner, employer or any entity under the persons control, has, or had
within the two years preceding the persons appointment as an external director, any
affiliation with the company or with any entity controlling, controlled by or under common
control with the company. The term affiliation includes control, an employment
relationship, a business or professional relationship maintained on a regular basis, or
service as an office holder, excluding service as a director appointed to serve as an
external director in a company that intends to make an initial offering of its shares to
the public. The term office holder is defined as a director, general manager,
chief business manager, deputy general manager, vice general manager, executive vice
president, vice president, other manager directly subordinate to the general manager or
any other person assuming the responsibilities of any of the foregoing positions, without
regard to such persons title. Each person listed in the table above is an office
holder. The external directors were not office holders until elected.

49

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In
addition, no person may serve as an external director if that persons other
positions or business activities create, or may create, a conflict of interest with the
persons service as an external director or may otherwise interfere with the
persons ability to serve as an external director. If, at the time an external
director is appointed, all current members of the board of directors are of the same
gender, then that external director must be of the other gender. Regulations promulgated
under the Companies Law provide that the requirement of Israeli residency does not apply
to the external directors of companies whose shares are listed for trading outside of
Israel.

External
directors are elected by a majority vote at a shareholders meeting at which either
the majority of shares voted at the meeting, including at least one-third of the shares
held by non-controlling shareholders voted at the meeting, vote in favor of the election
of the external director, or the total number of shares held by non-controlling
shareholders voted against the election of the external director does not exceed one
percent of the aggregate voting rights in the company.

The
initial term of an external director is three years and under new legislation that apply
to Israeli companies whose shares that have been offered to the public outside of Israel
or traded on a stock exchange outside of Israel, may be extended for consecutive
additional three year periods (unlike other public companies, in which only one additional
three year period is allowed). External directors may only be removed by the same
percentage of shareholders as is required for their election, or by a court, and then only
if the external directors cease to meet the statutory qualifications for their appointment
or if they violate their duty of loyalty to the company. If an external directorship
becomes vacant, our board of directors is required under the Companies Law to call a
shareholders meeting immediately to appoint a new external director.

A
company may not appoint an external director as an office holder and may not employ or
receive services from an external director, directly or indirectly, including through a
corporation controlled by that person, for two years following the termination of his or
her service as an external director of that company.

Each
committee of our board of directors must include at least one external director and the
audit committee must include all of the external directors. An external director is
entitled to compensation as provided in regulations adopted under the Companies Law and is
otherwise prohibited from receiving any other compensation, directly or indirectly, in
connection with services provided as an external director.

In
addition, the audit committee of our board of directors must include at least three
independent directors within the meaning of the NASDAQ Global Market listing requirements.
Our directors Shlomo Toussia-Cohen, Eliezer Manor and Ora Setter, qualify as external
directors under the Companies Law and independent directors under the NASDAQ Global Market
listing requirements. In addition, our directors Eli Akavia, CPA and Raanan Ellran are
qualified as an independent director under the NASDAQ Global Market listing requirements.

# Alternate Directors

Under
our articles of association, each of our directors, other than our external directors, may
appoint, by written notice to us, any person to serve as an alternate director. Under the
Companies Law, a current director cannot be appointed as an alternate director nor can a
currently-serving alternate director be appointed as an alternate director. An alternate
director has all the rights and duties of the director appointing him, unless the
appointment of the alternate provides otherwise, and the right to remuneration. The
alternate director may not act at any meeting at which the appointing director is present.
Unless the time period or scope of the appointment is limited by the appointing director,
the appointment is effective for all purposes, but expires upon the expiration of the
appointing directors term. Currently, none of our directors has appointed any
alternate directors.

# Directors Service
Contracts

Except
directors who are also officers of the Company, none of our directors have any services
contracts either with us, or with any of our subsidiaries, which provide for benefits upon
termination of employment or service.

# Exculpation,
Indemnification and Insurance of Office Holders

Under
the Companies Law, an Israeli company may only exculpate an office holder in advance, in
whole or in part, for breach of duty of care and only if a provision authorizing such
exculpation is included in its articles of association. Our articles of association
include such a provision, but do not reflect the amendments to the Israeli Companies Law
in this respect. A company may not exculpate an office holder in advance from his
liability towards the company, which is caused by a breach of duty of care in case of
distribution (as defined in the Companies Law). A company may not exculpate an office
holder for breach of duty of loyalty. However, the company may approve an act performed in
breach of the duty of loyalty of an office holder provided that the office holder acted in
good faith, the act or its approval does not harm the company, and the office holder
discloses the nature of his or her personal interest in the act and all material facts and
documents a reasonable time before discussion of the approval.

50

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A
company may indemnify an office holder in respect of certain liabilities either in advance
of an event or following an event provided a provision authorizing such indemnification is
inserted in its articles of association. Advance indemnification of an office holder must
be limited to the following:

| | a
financial liability imposed on him in favor of another person pursuant to a judgment,
settlement or arbitrators award approved by court provided that the indemnification
shall be limited to events which are determined by the board of directors, are
foreseeable in light of the companys activities at the time when the obligation for
indemnification is granted, and to amounts and standards which are determined by the
board of directors as reasonable in such event, and provided that the obligation for
indemnification will specify the said events and amounts or standards;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | reasonable
litigation expenses, including attorneys fees, incurred by the office holder or
imposed by a court in proceedings instituted against him by the company, on its behalf or
by a third party, in connection with criminal proceedings in which the officer holder was
acquitted or as a result of a conviction for a crime that does not require proof of
criminal intent; and
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | reasonable
litigation expenses, including attorneys fees, incurred by the office holder due to
investigation or proceedings instituted against the office holder by an authority
authorized to conduct such investigation or proceedings and ended without filing an
indictment against him and without imposing monetary liability as an alternative to
criminal proceedings or ended without filing an indictment against him but in imposing
monetary liability as an alternative to criminal proceedings for a crime that does not
require proof of criminal intent.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A company may insure an office holder
against the following liabilities incurred for acts performed as an office holder:

| | a
breach of duty of loyalty to the company, to the extent that the office holder acted in
good faith and had a reasonable basis to believe that the act would not prejudice the
company;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a
breach of duty of care to the company or to a third party; and
|- | ----------------------------------------------------------------

| | a
financial liability imposed on the office holder in favor of a third party.
|- | -----------------------------------------------------------------------------

An Israeli company may not indemnify
or insure an office holder against any of the following:

| | a
breach of duty of loyalty, except to the extent that the office holder acted in good
faith and had a reasonable basis to believe that the act would not prejudice the company;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a
breach of duty of care committed intentionally or recklessly except that such
recklessness is made solely negligently;
|- | ------------------------------------------------------------------------------------------------------------------------

| | an
act or omission committed with intent to derive illegal personal benefit; or
|- | -------------------------------------------------------------------------------

| | a
fine levied against the office holder.
|- | ----------------------------------------

Under
the Companies Law, indemnification and insurance of office holders must be approved by our
audit committee and our board of directors and, in specified circumstances, by our
shareholders.

Our
articles of association allow us to indemnify and insure our office holders to the fullest
extent permitted by the Companies Law. Our office holders are currently covered by a
directors and officers liability insurance policy with an aggregate claim limit of
$5 million. As of the date of this annual report, no claims for directors and
officers liability insurance have been filed under this policy.

Our
U.S. subsidiary has also entered into indemnification agreements with certain of its key
employees. These agreements provide, independent of the indemnification these individuals
are entitled to by law and under the provisions of the subsidiarys charter,
indemnification for certain acts while employed by the subsidiary. These indemnification
agreements contain exclusions, such as limiting indemnification that would be unlawful or
that is covered by other liability insurance. Moreover, employees are not indemnified
against liability to the extent that the employee gained a personal profit to which he or
she is not legally entitled, including proceeds obtained from the illegal trading of our
equity securities. The performance of these agreements is guaranteed by us as parent of
the U.S. subsidiary, to the extent permitted by Israeli law.

51

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# Compensation Committee

Our
board of directors established our compensation committee in July 1999. The duties of the
compensation committee are to review the terms of employment of our senior management, to
review and recommend to our board of directors the issuance and the allocation of options
under our share option plans and to perform any other task delegated by our board of
directors.

The
current members of our compensation committee are Oded Bashan, Eliezer Manor, Shlomo
Toussia-Cohen, Ora Setter, Raanan Ellran and Eli Akavia.

# Steering Committee

Our
board of directors established our Steering Committee in November 2004. The duties of the
Steering Committee are to review the deployment of our company towards the implementation
of the Sarbanes-Oxley Act.

The
current members of our Steering Committee are our CFO, Controller, General Counsel and in
addition Oded Bashan and Eli Akavia.

# Audit Committee

Our
board of directors established our audit committee in July 1999. The Companies Law
requires public companies to appoint an audit committee consisting of at least three
directors, including all the external directors. The audit committees
responsibilities are governed by a written charter. The responsibilities of the audit
committee include appointing our independent registered public accounting firm (subject to
the shareholders approval under the Companies Law) and identifying irregularities in the
management of our business in consultation with our independent accountants and the
internal auditor and suggesting appropriate responses. The audit committees
responsibilities also include approving related party transactions as required by the
Companies Law. Neither the chairman of the board of directors, nor any director employed
by or otherwise providing services on a regular basis to us, a controlling shareholder, or
relative of a controlling shareholder may be a member of the audit committee. The audit
committee may not approve an action or a transaction with a controlling shareholder, or
with an office holder, unless at least two external directors are serving on the audit
committee at the time of the approval, one of whom is present at the meeting at which the
approval is granted. In addition, pursuant to the listing requirements of the NASDAQ
Global Market, we are required to maintain an audit committee including at least three
independent directors. In accordance with the provisions of the Sarbanes-Oxley Act, our
Audit Committee is required to pre-approve all audit and permitted non-audit services
provided by our external auditors.

The
current members of our audit committee are Shlomo Toussia-Cohen, Ora Setter, Eliezer
Manor, Raanan Ellran and Eli Akavia, all of which are independent directors.
Eli Akavia is the Audit Committees Chairman, and our board has determined that he is
an Audit Committee Financial Expert.

# Internal Auditor

Under
the Companies Law, the board of directors must appoint an internal auditor that is
recommended by the audit committee. The role of the internal auditor is to examine, among
other things, whether the companys actions comply with the law and orderly business
procedure. Under the Companies Law, the internal auditor may not be an office holder or an
interested party, as defined below, or a relative of an office holder or an interested
party, and he or she may not be the companys independent accountant or the
independent accountants representative. The Companies Law defines an
interested party as a holder of 5% or more of the issued shares or voting
rights of a company, a person or entity who has the right to designate at least one
director or the general manager of the company, and a person who serves as a director or
general manager. During 2007, our audit committee recommended and our board of directors
appointed Rosenblum Holzman & Co., as our internal auditors.

# Fiduciary Duties;
Approval of Certain Transactions

The
Companies Law codifies the fiduciary duties that office holders owe to a company. An
office holders fiduciary duties consist of a duty of care and a duty of loyalty. The
duty of care requires an office holder to act with the degree of care with which a
reasonable office holder in the same position would act under the same circumstances. The
duty of care includes using reasonable means to obtain information as to the advisability
of a given action submitted for his or her approval or performed by virtue of his or her
position, as well as all other information pertaining to such actions.

52

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The
duty of loyalty requires an office holder to act in good faith and for the benefit of the
company, and includes avoiding any conflict of interest between the office holders
other positions or personal affairs and the performance of his or her position in the
company, avoiding any competition with the company, avoiding exploiting any business
opportunity of the company in order to receive a personal benefit for himself or herself
or others, and revealing to the company any information or documents relating to the
companys affairs which come into the office holders possession as a result of
his or her position as an office holder.

The
Companies Law further requires that an office holder disclose to the company any personal
interest that he or she may have and all related material information known to him or her
in connection with any existing or proposed transaction by the company. The disclosure
must be made promptly and in no event later than the board of directors meeting at which
the transaction is first discussed. In addition, if the transaction is an extraordinary
transaction, as defined below, the office holder must also disclose any personal interest
held by the office holders spouse, siblings, parents, grandparents, descendants,
spouses descendants and the spouses of any of the foregoing and by any corporation
in which the office holder is a 5% or greater shareholder, director or general manager or
in which he or she has the right to appoint the general manager or at least one director.
The Companies Law defines an extraordinary transaction as a transaction that
is not in the ordinary course of business, that is not on market terms, or that is likely
to have a material impact on a companys profitability, assets or liabilities. In the
case of a transaction between the company and an office holder, or a third party in which
an office holder has a personal interest, but that is not an extraordinary transaction and
is not adverse to the companys interest, once the office holder complies with the
above disclosure requirements only board approval is required unless the articles of
association of the company provide otherwise. In the case of an extraordinary transaction
between the company and an office holder, or a third party in which an office holder has a
personal interest, in addition to any approval required by the articles of association,
the transaction must be approved first by the audit committee, then by the board of
directors and, in certain cases, by the shareholders. A director who has a personal
interest in a matter that is considered at a meeting of the board of directors or the
audit committee may in general not be present at this meeting or vote on this matter. If a
majority of the directors have a personal interest in an extraordinary transaction, these
directors are permitted to be present and vote on the transaction, but shareholder
approval is also required. Under NASDAQ Rule 4350(h), the Company should conduct an
appropriate review of all related party transactions for potential conflict of interest
situations on an ongoing basis and all such transactions should be approved by the
companys audit committee or another independent body of the Board of Directors.

Under
the Companies Law, all arrangements as to compensation of office holders who are not
directors require approval by the board of directors, and undertakings to indemnify or
insure an office holder who is not a director require both board and audit committee
approval. In general, arrangements regarding the compensation, indemnification and
insurance of directors require audit committee and shareholder approval in addition to
board approval. Under NASDAQ Rule 4350(c)(3)(A), compensation of the Chief Executive
Officer must be determined, or recommended to the Board for determination, either by: (i)
a majority of the independent directors, or (ii) a compensation committee comprised solely
of independent directors. The Chief Executive Officer may not be present during voting or
deliberations. Under NASDAQ Rule 4350(c)(3)(B) compensation of all executive officers,
except the Chief Executive Officer, must be determined, or recommended to the Board for
determination, either by (i) a majority of the independent directors, or (ii) a
compensation committee comprised solely of independent directors.

The
Companies Law applies the same disclosure requirements to a controlling party of a public
company that it applies, as described above, to an office holder. For these purposes a
controlling party is any person possessing the ability to direct the
activities of the company, including a shareholder which holds 25% or more of the voting
rights of the company if no other shareholder owns more than 50% of the voting rights in
the company, but excluding a person whose power is derived solely from his or her position
on the board of directors or from another position with the company. Two or more
shareholders with a personal interest in the approval of the same transaction are deemed
to be joint shareholders. Extraordinary transactions with a controlling party or in which
a controlling party has a personal interest, and the engagement and terms of compensation
of a controlling party or his family members, require the approval of the audit committee,
the board of directors and the shareholders. Shareholder approval must be by a majority of
shares voted at the meeting, including at least one-third of the shares of the
disinterested shareholders who are present, in person or by proxy, at the meeting, or,
alternatively, the total shareholdings of the disinterested shareholders who vote against
the transaction must not represent more than 1% of the aggregate voting rights in the
company.

53

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Under
the Companies Law, a shareholder has a duty to refrain from abusing his or her power in
the company and to act in good faith in exercising its rights and performing its
obligations to the company and other shareholders, including, among other things, voting
at a general meeting of shareholders on the following matters:

| |  | an
amendment to the articles of association;
| | - | --------------------------------------------

| |  | an
increase in the company's authorized share capital;
| | - | ------------------------------------------------------

| |  | a
merger; and
| | - | -------------

| |  | approval
of a related-party transaction requiring shareholder approval.
| | - | -----------------------------------------------------------------------

In
addition, any controlling shareholder, any shareholder who knows that its vote can
determine the outcome of a shareholder vote and any shareholder who, under a
companys articles of association, can appoint or prevent the appointment of an
office holder, is under a duty to act with fairness towards the company. The Companies Law
does not describe the substance of this duty.

# Compensation Committee
Interlocks and Insider Participation

Other
than Oded Bashan, who serves as a member of our compensation committee, none of the
members of our compensation committee or audit committee is currently, or has ever been at
any time since our formation, an officer or employee of our company. All compensation
arrangements of our executive officers are determined by a majority of our independent
directors in accordance with NASDAQ marketrules.

|D. | EMPLOYEES
|-- | ---------

The
breakdown of the number of our employees, including employees in our subsidiaries, by
department, is as follows:

|                              | Number of employees as of December 31
|----------------------------- | -------------------------------------
|
|
|
|
|Sales and marketing           |                                      
|Research and development      |                                      
|Manufacturing and operations  |                                      
|Customer support              |                                      
|Management and administration |                                      
|                              |                                      
|                              |                                      
|Total                         |                                      

The
increase in the number of our employees in 2007 compared to 2006 was mainly in
manufacturing and operation in the Far East in addition research and development increased
due to the acquisitions of the IPS division of Vuance (formerly SuperCom) which took place
on December 31, 2006. Of our employees, on December 31, 2007, 133 were based in Israel, 12
in the United States, 114 in Europe, 33 in South Africa and 390 in the Far East.

Under
applicable law and by order of the Israeli Ministry of Labor and Welfare, we and our
Israeli employees are subject to certain provisions of the collective bargaining
agreements between the Histadrut, the General Federation of Labor in Israel and the
Coordination Bureau of Economic Organizations, including the Industrialists Association.
These provisions principally concern cost of living increases, length of the working day,
minimum daily wages for professional employees, contributions to pension funds, insurance
for work-related accidents, procedures for dismissing employees, determination of
severance pay, annual and other vacation, sick pay and other conditions of employment. We
provide our employees with benefits and working conditions above the required minimum and
which we believe are competitive with benefits and working conditions provided by similar
companies in Israel. Our employees are not represented by a labor union. We have written
employment agreements with substantially all of our employees. Competition for qualified
personnel in our industry is intense and it may be difficult to attract or maintain
qualified personnel to our offices. We dedicate significant resources to employee
retention and have never experienced work stoppages and we believe that our relations with
our employees are good.

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|E. | SHARE
OWNERSHIP
|-- | ---------------

The
following table sets forth certain information as of March 31, 2008 regarding the
beneficial ownership of our ordinary shares by each of our directors and executive
officers:

|                                                | Shares beneficially owned
|----------------------------------------------- | -------------------------
|
|
|
|Oded Bashan (1)                                 |                          
|Ronnie Gilboa (2)                               |                          
|Guy Shafran (3)                                 |                          
|Moshe Aduk (4)                                  |                          
|Nehemya Itay (5)                                |                          
|Ohad Bashan                                     |                          
|Shlomo Tussia-Cohen (6)                         |                          
|Eliezer Manor (7)                               |                          
|Ora Setter (8)                                  |                          
|Eli Akavia (9)                                  |                          
|Raanan Ellran (10)                              |                          
|                                                |                          
|All executive officers and directors as a group |                          

*** Less than 1%

|(1) | Includes
711,663 ordinary shares held by Mr. Bashan. Also includes 7,462                ordinary
shares held by Mr. Bashans wife. Also includes options held by Mr.
               Bashan to purchase 150,000 ordinary shares. Mr. Bashan disclaims
beneficial                ownership of the share held by his wife. Also includes
3,034,817 ordinary shares                as to which Mr. Bashan has voting power pursuant
to irrevocable proxy granted to                him.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes
162,089 ordinary shares held by Mr. Gilboa. Also includes options held                by
Mr. Gilboa to purchase 30,000 ordinary shares.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes
33,588 ordinary shares held by Mr. Shafran. Also includes options held                by
Mr. Shafran to purchase 35,415 ordinary shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes
149,487 ordinary shares held by Mr. Aduk. Also includes options held by
               Mr. Aduk to purchase 31,676 ordinary shares.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes
154,689 ordinary shares held by Mr. Itay. Also includes options held by
               Mr. Itay to purchase 17,000 ordinary shares.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Consists
of options held by Mr. Tussia-Cohen to purchase 70,000 ordinary shares.
|--- | --------------------------------------------------------------------------------

|(7) | Consists
of options held by Mr. Manor to purchase 108,500 ordinary shares.
|--- | --------------------------------------------------------------------------

|(8) | Consists
of options held by Mrs. Setter to purchase 30,000 ordinary shares.
|--- | ---------------------------------------------------------------------------

|(9) | Consists
of options held by Mr. Akavia to purchase 65,000 ordinary shares.
|--- | --------------------------------------------------------------------------

|(10) | Consists
of options held by Mr. Ellran to purchase 50,700 ordinary shares
|---- | -------------------------------------------------------------------------

# Share Option Plans

The
following is a description of the share option plans that we and our subsidiaries
maintain. In addition to the discussion below, please see Note 10 to our consolidated
financial statements. Under Israeli law, except for issuances of options to
directors, or members of their families, adoption of share option plans and
revisions to these plans are not subject to shareholder approval. Under Nasdaq rules,
however, absent an exemption, most new share option plans and material revisions are
subject to shareholders approval.

55

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# 2008 Employee Stock
Purchase Plan

In 2008, the Company established an
Employee Stock Purchase Plan pursuant to which 1,500,000 of our ordinary shares have been
reserved for eligible employees of the Company and its subsidiaries. The exercise price of
the ordinary shares will be 85% of the closing price on certain dates specified in the
plan. As of the date of these financial statements, no shares have been issued to any
eligible employees under this plan and such shares are to be issued at the beginning of
the second quarter of 2008.

# 2006 Alternative Option
Exercise Mechanism

On
April 11, 2006, we offered to each of our and our subsidiaries employees, and its
directors and office holders (other than External Directors, as such term is
defined in the Israeli Companies Law of 1999) who held outstanding vested and unvested
options to purchase an aggregate of 4,485,017 of our ordinary shares, which were issued
pursuant to the terms of the our 2001 Share Option Plan, as amended, to replace all of his
or her outstanding vested and unvested options into a new number of ordinary shares, with
the same fair values, as determined using the Black-Scholes pricing model, and the same
vesting schedules. Our Board of Directors approved the Alternative
Option Exercise Mechanism (AOEM), on February 12, 2006. Further, our
shareholders approved the AOEM at an extraordinary meeting of the shareholders on March
21, 2006. As a result of the AOEM, we issued a total of 2,437,075 ordinary shares in
exchange for options to acquire a total of 3,737,369 ordinary shares. A holder of options
who did not participate in the AOEM, the original terms of his or her option agreement and
the Share Option Plan continue to apply and such options are exercisable in accordance
with their terms. In accordance with SFAS 123 (R) we consider the AOEM as a short-term
inducement. Since the fair market value of the Companys ordinary shares newly issued
to each employee equals the fair value of the options replaced from him/her, no
incremental compensation cost was recognized pursuant to the AOEM.

# 2001 Share Option Plan

We
established our 2001 Share Option Plan in February 2001. The plan provides for the grant
of options to our employees, directors and consultants, and those of our subsidiaries and
affiliates. Upon establishment of the plan, we reserved 75,000 ordinary shares for
issuance. On February 26, 2002, on July 12, 2002, on March 28, 2003, on July 16, 2003, on
September 2, 2003, on November 17, 2003, on April 20, 2004, on March 25, 2005, on
September 25, 2005, and on December 3, 2007 our board of directors adopted certain
resolutions with regard to the 2001 Share Option Plan that increased the number of
available options under the plan by a total of 11,175,000 so that the aggregate number of
options available under the plan is now 11,250,000. The increase of the number of
available options under the plan pursuant to the Board of Directors resolutions dated
March 28, 2003, July 16, 2003 and September 2, 2003 were subject to either our
shareholders approval or an exemption granted pursuant to NASDAQ Market Place Rules
that such approval is not required. We applied for an exemption in connection with such
increases approved by the board of directors and such exemption has been granted by NASDAQ
due to differences between the Israeli law and NASDAQ rules. On November 17, 2003, our
board of directors approved a further increase of 500,000 options subject to either
shareholders approval or additional exemption from NASDAQ. On April 20, 2004, our
board of directors approved a further increase of 2,500,000 options subject to either
shareholders approval or additional exemption from NASDAQ. On March 25, 2005, our
board of directors approved a further increase of 2,500,000 options subject to either
shareholders approval or additional exemption from NASDAQ. On September 25, 2005,
our board of directors approved a further increase of 2,000,000 options. On December 3,
2007, our board of directors approved a further increase of 1,500,000 options. Currently,
in accordance with Israeli law, increasing the shares pool in an option plan does not
require shareholders approval. Under this plan, as of March 31, 2008, 4,790,947
options had been exercised and 1,535,240 are outstanding and exercisable. Of the options
that are outstanding, as of March 31, 2008, 588,291 are held by our directors and officers
listed above under Item 6.A Directors and Senior Management, and have a
weighted average exercise price of $3.63.

On
February 26, 2002, our board of directors resolved to approve a grant by which, inter
alia, we may pay, during a 12-month period, the salaries of certain of its employees who
agree to participate in the grant, by way of grant of options. All such options are to be
held by a trustee, for the benefit of each such employee. At the direction of and in
accordance with instructions given by an employee who has received options, the trustee
shall exercise such options and sell the shares issued upon such exercise. The proceeds
mentioned above will be released on a monthly basis by the trustee (net of deductions
required by law) to the maximum extent necessary for payment of such monthly salary to
such employee. We undertook to pay from our own sources any and all differences between
the relevant monthly salary and such proceeds. On March 28, 2003, our board of directors
approved the extension of the arrangement for an additional period of six months
commencing May 2003 and on October 28, 2003 our board of directors approved the extension
of the arrangement for the employees of InterCard Systemelectronic for the period
commencing November 2003 and ending July 2004. On August 26, 2004, our board of directors
approved the extension of the arrangement for an additional period of six months
commencing July 2004 and on November 26, 2004 our board of directors approved the
extension of the arrangement for an additional period of twelve months commencing January
2005. The principal purpose of this arrangement was to enable us to use our available cash
for other proper corporate purposes, including payment of sales expenses and research and
development costs.

56

---

---

Our
2001 Share Option Plan is administered by our compensation committee which makes
recommendations to our board of directors regarding the grantees of options and the terms
of the grant, including exercise prices, grant dates, vesting schedules, acceleration of
vesting and forfeiture. Under the Companies Law the allocation of options is solely within
the authority of our board of directors. Under the plan, the terms and conditions of
options are set forth in individual option agreements with the grantee.

Under
the plan, if the employment of a grantee is terminated for cause, all of his or her
options expire immediately. A grantee whose employment is terminated without cause may
exercise his or her vested options within three months of termination. If the termination
is due to the death or disability of the grantee, the options may be exercised within 18
months of the date of termination in the case of death and 12 months in the case of
disability.

In
accordance with the terms and conditions imposed by Section 102 of the Israel Income
Tax Ordinance, or the Ordinance, grantees subject to taxation by the State of Israel that
receive options under the 2001 Share Option Plan (excluding grantees who previously
received options that were incorporated upon the commencement of Amendment No. 132 of the
Income Tax ordinance, or the Tax Reform, that was approved on July 24, 2002 and became
effective on January 1, 2003, and those who are not employees or office holders and those
who are our controlling shareholders) are afforded certain tax benefits. We elected the
benefits available under the capital gains alternative. There are various
conditions that must be met in order to qualify for these benefits, including registration
of the options in the name of a trustee, or the Trustee, for each of the Israeli employees
who is granted options. Each such option, and any ordinary shares acquired upon the
exercise of such option, must be held by the Trustee for a period commencing on the date
of grant and ending no earlier than 24 months as of the end of the date in which the
option was granted and deposited in trust with the Trustee or as of the end of such tax
year (based on the time of grant). In the capital gains alternative a company may not
recognize expenses pertaining to the options for tax purposes. We also granted our Israeli
employees options pursuant to Section 102(c) of the Ordinance that are not held in trust
by a trustee, which while enabling the immediate exercising and selling of options granted
under the 2001 Share Option Plan, will be subject to the marginal tax rate up to 50% plus
payments to the National Insurance Institute and health tax on the date of the sale of the
shares or options. As of January 1, 2003, Section 3(i) of the Ordinance was partially
replaced by Section 102(c) and no longer applies to allocations of options to Israeli
employees (including directors and office holders). Section 3(i) still applies and imposes
taxes on individuals and entities subject to taxation in Israel who are not employees
(such as consultants and service providers) and to employees who are considered
controlling shareholders.

# 2001 Employee Share
Purchase Plan

In
June 2001, we approved the establishment of an employee share purchase plan. No shares
have been issued under the plan. Under the plan, we have reserved 67,500 ordinary shares
for purchase by our employees and those of our subsidiaries who have been employed for at
least six months. Eligible employees may purchase our ordinary shares at 85% of the lesser
of the fair market value of our ordinary shares of the first day of the applicable
offering period or the first day of the applicable offering period.

|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------- | -------------------------------------------------

|A. | MAJOR
SHAREHOLDERS
|-- | ------------------

The
following table provides summary information regarding the beneficial ownership by the
following persons of our outstanding ordinary shares as of March 31, 2008, or
another date, if so provided:

| |  | each
person or entity known to beneficially own more than 5% of our ordinary shares;
| | - | ------------------------------------------------------------------------------------

| |  | all
of our executive officers and directors as a group.
| | - | -------------------------------------------------------

57

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Beneficial
ownership of shares is determined under the rules of the Securities and Exchange
Commission and generally includes any shares over which a person exercises sole or shared
voting or investment power. To our knowledge and except as indicated by footnote, each
person identified in the table below possesses sole voting and investment power with
respect to all ordinary shares held by them.

The table also includes the number of
shares underlying options and warrants that are exercisable within 60 days of March 31,
2008 Ordinary shares subject to these options and warrants are deemed to be
outstanding for the purpose of computing the ownership percentage of the person holding
these options and warrants, but are not deemed to be outstanding for the purpose of
computing the ownership percentage of any other person. The table reflects a total of
19,890,473 ordinary shares outstanding as of March 31, 2008. Unless otherwise
indicated below, the address of each director, executive officer or listed shareholder is
care of On Track Innovations Ltd., Z.H.R. Industrial Zone, P.O. Box 32, Rosh Pina, Israel
12000.

|                                                | Shares beneficially owned
|----------------------------------------------- | -------------------------
|
|
|
|
|Oded Bashan (1)                                 |                          
|                                                |                          
|All executive officers and directors as a group |                          
|                                                |                          
|Vuance ltd (Formerly SuperCom Ltd). (2)         |                          
|                                                |                          
|Terllus Fund Management Company, LLC (3)        |                          

---

|(1) | Includes 711,663 ordinary shares held
by Mr. Bashan. Also includes 7,462 ordinary shares held by Mr. Bashans wife. Also
includes options held by Mr. Bashan to purchase 100,000 ordinary shares. Mr. Bashan
disclaims beneficial ownership of the share held by his wife. Also includes 3,034,817
ordinary shares as to which Mr. Bashan has voting power pursuant to irrevocable proxy
granted to him.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | This
information is as of December 31, 2007 and is based solely on a Schedule
               13G filed with the SEC on March 18, 2008, by Vuance Ltd. Based on the
               information provided in such Schedule 13G, the address of Vuance Ltd. is:
Sagid                House Hasharon Industrial Park P.O.B 5039 Qadima 60920
Israel.                Vuance reports shared voting power over 1,308,483 shares.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | This
information is as of December 31, 2007 and is based solely on a Schedule
               13G filed with the SEC on February 14, 2008, by Terllus Fund Management
Company,                LLC. Based on the information provided in such Schedule 13G, the
address of                Terllus Fund Management Company, LLC. is: 350 Madison Avenue, 9th               Floor
New York, New York 10017. Terllus Fund Management Company, LLC reports
               shared voting power over 1,299,700 shares.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

58

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# Significant Changes in
the Ownership of Major Shareholders.

On
November 1, 2005 we completed an approximately $22.2 million private placement, or the
Private Placement, of new equity financing with institutional investors from the US,
Switzerland and England. The transaction involved the sale of 1,828,026 units, of which
(i) 1,544,568 consist of one ordinary share and a warrant to purchase three-fifths (3/5)
of an ordinary share and (ii) 283,458 consist of one ordinary share and a warrant to
purchase one-half (1/2) of an ordinary share. The purchase price for each of the 1,828,026
units was $12.15 per unit, which equaled the average closing price of our ordinary shares
on the NASDAQ Global Market during the last five trading days before pricing.

The
1,196,431 warrants, which are exercisable since May 1, 2006, are for the purchase of an
aggregate of up to 1,068,470 ordinary shares, they have terms of five years and an
exercise price of $14.58 per share, and may be redeemed by OTI after two years if the
market price of the underlying ordinary shares reaches $26.25 and certain other conditions
are met.

On December 31, 2006, pursuant to an
asset purchase agreement dated as of November 7, 2006 between the Company and Vuance
(formerly SuperCom) Ltd., an Israeli corporation (Vuance), we completed the
acquisition of the main assets of Vuance , including the International Project Solution
(IPS) division of Vuance. The acquisition provides us with accesses to new
growing markets and complementary security technologies that safeguard against counterfeit
and forgery. The aggregate purchase price for the acquisition was paid through the
issuance of an aggregate of 2,827,200 of our ordinary shares. The 2,827,200 ordinary
shares issued to Vuance are subject to a lock-up agreement, where one-seventh of the
shares (403,885 ordinary shares) will be released from the lock-up restrictions every
three months beginning on the closing date, i.e., December 31, 2006, for an aggregate
period of eighteen months. Vuance executed an irrevocable proxy appointing the our
Chairman, on behalf of the Board of Directors, or a person the Board of Directors will
instruct, to vote the 2,827,200 ordinary shares issued to Vuance in connection with the
transaction.

# Major Shareholders
Voting Rights

Our
major shareholders do not have different voting rights.

# Record Holders

Based
on a review of the information provided to us by our transfer agent, as of March 12, 2008,
there were 96 holders of record of our ordinary shares, of which 21 record holders holding
approximately 2.25% of our ordinary shares had registered addresses in the United States.
These numbers are not representative of the number of beneficial holders of our shares nor
is it representative of where such beneficial holders reside since many of these ordinary
shares were held of record by brokers or other nominees (including one U.S. nominee
company, CEDE & Co., which held approximately 67% of our outstanding ordinary shares
as of said date).

|B. | RELATED
PARTY TRANSACTIONS
|-- | --------------------------

Our
policy is to enter into transactions with related parties on terms that are on the whole
no less favorable to us than those that would be available from unaffiliated parties.
Based on our experience in the business sectors in which we operate and the terms of our
transactions with unaffiliated third parties, we believe that all of the transactions
described below met this policy standard at the time they occurred.

# Agreement with HolyTech
Ltd.

In
January 1996, we entered into an agreement with HolyTech Ltd., a company owned by Varda
Bashan, Ora Gilboa and certain other of our shareholders, which formalized an arrangement
that had existed since 1992. Varda Bashan is the spouse of Oded Bashan, our co-founder and
chairman of our board of directors, and Ora Gilboa is the spouse of Ronnie Gilboa, our
co-founder and a director. Under the agreement, HolyTech provides us with management and
engineering services as needed. Mrs. Bashan provides administration services and a number of other shareholders of HolyTech, who are
also our employees, provide engineering and warehouse services. HolyTech has no activities
other than the provision of these services to us. The cost of these services is intended
to equal the cost of these services if performed by unrelated parties. The aggregate
consideration for the services that HolyTech provided to us was $45,000 in 2005, $68,000
in 2006 and $73,000 in 2007.

59

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# Agreements with
Directors and Officers

We have entered into employment
agreements with all of our officers. In addition, we have granted options to purchase our
ordinary shares to our officers and directors. On January 31, 2003 the shareholders of OTI
approved a bonus plan for our senior management and on July 11, 2003 our general meeting
of shareholders approved a plan to issue options to our non-executive directors. See also
Item 6.B. under Executive Compensation.

# Agreement Relating to
Insurance Services

We
have been receiving insurance agency services from a family member of one of our officers.
On August 22, 2003, our board of directors ratified and approved such engagement in
accordance with the applicable Israeli Companies Law provisions.

|C. | INTERESTS
OF EXPERTS AND COUNSEL
|-- | --------------------------------

Not
applicable.

|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------

|A. | CONSOLIDATED
FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION
|-- | -----------------------------------------------------------------

The
financial statements required by this item are found in Item 18 of this annual report,
beginning on page F-1.

# Legal Proceedings

We
are currently not a party to any material legal proceedings and are not aware of any
pending or threatened litigation against us that we believe would have a material adverse
effect on our business and the business of our subsidiaries taken as a whole. During the
last two fiscal years, we have not been a party to any legal proceedings that have had a
material adverse effect on our business and the business of our subsidiaries taken as a
whole.

On September 3, 2003, Edi Wuhl (in
this paragraph, the Plaintiff), a former employee of the Company, filed
a suit against the Company in the District Labor Court in Nazareth in the amount of NIS
3,953 (approximately $900). The suit is based on the Plaintiffs claims that the
Company breached the employment agreement with him, and that the Company owes him
commission payment for certain sales. On December 17, 2003, the Company filed a statement
of defense. On May 23, 2004, a preliminary hearing was conducted, which did not lead to
any settlement. Proof hearings were conducted on April 30th, 2006, October 22nd, 2006 and
November 14th, 2006. Subsequent to December 31, 2007, the district court has resolved that
the Plaintiff is entitled to approximately USD $60, therefore, provision in the amount of
$60 has been included in the financial statements.

In September, 2007 a Ms. Ruth
Lamdan(in this paragraph, the Plaintiff) has filed against one
of the subsidiaries of the Company (the Subsidiary) a motion to approve a
class action at the Tel Aviv District Court (the Motion), at the sum of NIS
67.1 million ($16.7 million). The law suit is based on claims regarding the performance of
certain device product of the Subsidiary. The Subsidiary filed its response during January
2008.At this stage, the Company, based on legal advice, estimates that the exposure of the
Subsidiary in connection with the motion is not probable; therefore, no provision has been
made in the financial statements in respect of this claim.

In October, 2007, a Mr. Doron Ezra
(in this paragraph, the Plaintiff)has filed against one of the
subsidiaries of the Company (the Subsidiary) and other third parties a motion
to approve a class action at the Tel Aviv District Court (the Motion), at the
sum of approximately NIS 2 million ($496,000). According to the Plaintiff, the Subsidiary
and the other defendants charged via the subsidiarys product, an amount per hour
which exceeds the amount that they are authorize to charge. After December 31, 2007, the
Subsidiary submitted to court a notice in which it joins to the other defendants
application to dismiss the motion. At this stage, the Company, based on legal advice, is
unable to estimate the chances of the Motion against the Subsidiary and, therefore, no
provision has been made in the financial statements in respect of this claim.

60

---

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# Dividend Policy

We
have never declared or paid any cash dividends on our ordinary shares or other securities.

We currently
expect to retain all future earnings, if any, to finance the development of our business,
and do not anticipate paying any cash dividends in the foreseeable future. Any future
determination relating to dividend policy will be made by our board of directors and will
depend on a number of factors, including future earnings, capital requirements, financial
condition and future prospects and other factors the board of directors may deem relevant.
In the event of a distribution of a cash dividend out of tax exempt income, we will be
liable for corporate tax at a rate of 25% in respect of the amount distributed.

|B. | SIGNIFICANT
CHANGES
|-- | -------------------

Except
as otherwise disclosed in this annual report, no significant change has occurred since
December 31, 2007.

|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------

|A. | OFFER
AND LISTING DETAILS
|-- | -------------------------

Our
ordinary shares were quoted on the Neuer Market of the Frankfurt Stock Exchange since
August 31, 1999 until January 31, 2003. Since January 31, 2003, the shares have been
listed on the new Prime Standard Segment of the Frankfurt Stock Exchange. Following the
approval of our general shareholders meeting, our Board of Directors applied for the
delisting of our shares from the Frankfurt Stock Exchange, which has been approved. The
last day of trading of our ordinary shares on Frankfurt Stock Exchange was December 20,
2005. Our shares were quoted on the NASDAQ SmallCap Market from November 12, 2002 until
December 20, 2004. On December 16, 2004, we were approved for listing on the NASDAQ Global
Market, then known as the NASDAQ National Market, and our shares commenced trading on
NASDAQ Global Market on December 20, 2004.

The
following table shows, for the periods indicated, the high and low closing prices of our
ordinary shares in Euros giving effect to the reverse split as reported on the Neuer
Market of the Frankfurt Stock Exchange. The closing prices that are indicated below
commencing January 31, 2003 were as reported in the Prime Standard Market of the Frankfurt
Stock Exchange. It also shows, for the periods indicated, the high and low closing prices
of our ordinary shares expressed in U.S. dollars based on the noon buying rate in New York
City for cable transfers in foreign currencies, as certified for customs purposes by the
Federal Reserve Bank of New York on the relevant dates. See the discussion below for the
exchange rates applicable during the periods set forth below. The following table also
shows, for the periods indicated since November 2002 until December 2004, the high and low
closing prices of our ordinary shares in U.S. dollars as reported on NASDAQ SmallCap, and
for the periods indicated since December 2004, the high and low closing prices of our
ordinary shares in U.S. dollars as reported on NASDAQ Global Market.

|               | Frankfurt StockExchange (1)(3)perShare  | Frankfurt StockExchange (1)(3)perShare $ | Nasdaq GlobalMarket (2)perShare $
|-------------- | ---------------------------------------- | ---------------------------------------- | ---------------------------------
|
|
|
|
|Year           |                                          |                                          |                                  
|2003           |                                          |                                          |                                  
|2004           |                                          |                                          |                                  
|2005           |                                          |                                          |                                  
|2006           |                                          |                                          |                                  
|2007           |                                          |                                          |                                  
|               |                                          |                                         
|2006           |                                          |                                         
|First quarter  |                                          |                                          |                                  
|Second quarter |                                          |                                          |                                  
|Third quarter  |                                          |                                          |                                  
|Fourth quarter |                                          |                                          |                                  

61

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|               | Frankfurt StockExchange (1)(3)perShare  | Frankfurt StockExchange (1)(3)perShare $ | Nasdaq GlobalMarket (2)perShare $
|-------------- | ---------------------------------------- | ---------------------------------------- | ---------------------------------
|
|
|
|
|2007           |                                          |                                          |                                  
|First quarter  |                                          |                                          |                                  
|Second quarter |                                          |                                          |                                  
|Third quarter  |                                          |                                          |                                  
|Fourth quarter |                                          |                                          |                                  
|2008           |                                          |                                         
|First quarter  |                                          |                                          |                                  
|               |                                          |                                         
|Month          |                                          |                                         
|September 2007 |                                          |                                          |                                  
|October 2007   |                                          |                                          |                                  
|November 2007  |                                          |                                          |                                  
|December 2007  |                                          |                                          |                                  
|January 2008   |                                          |                                          |                                  
|February 2008  |                                          |                                          |                                  
|March 2008     |                                          |                                          |                                  

|(1) | Our
ordinary shares were quoted on the Neuer Market of the Frankfurt Stock
               Exchange from August 31, 1999 until January 31, 2003, after which, until
               December 20, 2005, the shares were listed on the new Prime Standard
Segment of                the Frankfurt Stock Exchange. To the extent required, shares
prices are adjusted                to give effect to our 10-for-1 reverse share split
effective as of June 17,                2002.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Our
ordinary shares were quoted on the NASDAQ SmallCap Market from November 12,
               2002 until December 20, 2004. On December 16, 2004, we were approved for
listing                on the NASDAQ Global Market, and our ordinary shares commenced
trading on the                Global Market on December 20, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Until
December 20, 2005
|--- | -----------------------

|B. | PLAN
OF DISTRIBUTION
|-- | --------------------

Not
applicable.

|C. | MARKETS
|-- | -------

Our
ordinary shares are traded publicly on the NASDAQ Global Market under the symbol
OTIV since December 20, 2004, and were traded on the NASDAQ Small Cap Market
from November 12, 2002 until December 20, 2004. Until December 20, 2005, our ordinary
shares were traded publicly on the Prime Standard Market of the Frankfurt Stock Exchange
under the symbol OT5.

|D. | SELLING
SHAREHOLDERS
|-- | --------------------

Not
applicable.

|E. | DILUTION
|-- | --------

Not
applicable.

|F. | EXPENSES
OF THE ISSUE
|-- | ---------------------

Not
applicable.

62

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|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------

|A. | SHARE
CAPITAL
|-- | -------------

Not
applicable.

|B. | MEMORANDUM
AND ARTICLES OF ASSOCIATION
|-- | --------------------------------------

We
were incorporated under the laws of the State of Israel on February 15, 1990, under the
name of De-Bug Innovations Ltd., with unlimited duration. We are registered with the
Israeli registrar of companies in Jerusalem. Our founders were Oded Bashan and Ronnie
Gilboa and our registration number is 52-004286-2. Our name was changed to On Track
Innovations on July 8, 1991. Our objectives under our memorandum of association are to
engage in any activity related to innovation and inventions in the fields of science and
technology.

The
following is a summary of the material provisions of our Articles of Association and
related provisions of Israeli corporate law. This summary is qualified in its entirety by
reference to the complete text of the Articles of Association; see Item
4.  Information on the Company.  General and Item
19.  Exhibits.

# Description of Shares

Our
authorized share capital consists of 50,000,000 ordinary shares, NIS 0.1 nominal value.

The
following table sets out changes in our authorized share capital that occurred during the
last four years:

|Date            | Nature of Action             | State of Authorized Share Capital After the Action
|--------------- | ---------------------------- | --------------------------------------------------
|
|
|
|
|April 6, 2004   | Increase in share capital by | NIS 3,000,000 divided into 30,000,000             
|                | additional 20,000,000 shares | ordinary shares of nominal value NIS 0.1.         
|                |                              |                                                   
|August 24, 2006 | Increase in share capital by | NIS 5,000,000 divided into 50,000,000             
|                | additional 20,000,000 shares | ordinary shares of nominal value NIS 0.1.         

Description of Ordinary
Shares

As of March 31, 2008, our
authorized share capital consists of 50,000,000 ordinary shares, nominal value of NIS 0.1
per share, of which 19,890,473 were issued and outstanding.

The
ownership or voting of ordinary shares by non-residents of Israel is not restricted in any
way by our articles of association or the laws of the State of Israel, except that
nationals of countries which are in a state of war with Israel might not be recognized as
owners of ordinary shares.

# Dividend and Liquidation
Rights

We
are permitted to declare a dividend to be paid to the holders of ordinary shares, but we
have never declared a dividend and we do not anticipate any dividend declaration in the
foreseeable future. Dividends may only be paid out of our profits and other surplus funds,
as defined in the Companies Law, as of the end of the most recent fiscal year or as
accrued over a period of two years, whichever is higher, provided that there is no
reasonable concern that payment of a dividend will prevent us from satisfying our existing
and foreseeable obligations as they become due. In the event of our liquidation, after
satisfaction of liabilities to creditors, our assets will be distributed to the holders of
ordinary shares in proportion to the nominal value of their holdings. This right may be
affected by the grant of preferential dividend or distribution rights to the holders of a
class of shares with preferential rights that may be authorized in the future by our
shareholders. Under the Companies Law, the declaration of a dividend does not require the
approval of the shareholders of a company unless the companys articles of
association require otherwise. Our articles of association provide that our board of
directors may declare and pay dividends without the approval of our shareholders.

63

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# Preemptive Rights

Under
Israeli law, shareholders in public companies such as ours do not have preemptive rights.

This
means that our shareholders do not have the legal right to purchase shares in a new issue
before they are offered to third parties. As a result, our shareholders could experience
dilution of their ownership interest if we decide to raise additional funds by issuing
more shares and these shares are purchased by third parties.

# Voting,
Shareholders Meetings and Resolutions

Holders
of our ordinary shares have, for each ordinary share held, one vote on all matters
submitted to a vote of shareholders. These voting rights may be affected by the grant of
any special voting rights to the holders of a class of shares with preferential rights
that may be authorized in the future by our shareholders. The quorum required for a
general meeting of shareholders consists of at least two shareholders present, in person
or by proxy, who hold or represent together at least 25% of our issued and outstanding
ordinary shares, provided, however that as long as we are listed on NASDAQ, the quorum at
a general meeting shall be two members present in person or by proxy holding at least
33-1/3% of our issued and outstanding ordinary shares or such higher percentage as NASDAQ
may impose on listed companies from time to time so long as such higher percentage is in
effect. A meeting adjourned for lack of a quorum is generally adjourned to the same day in
the following week at the same time and place. If a quorum is not present within half an
hour following the time appointed for the reconvened meeting, the shareholders then
present, in person or by proxy, shall constitute a quorum.

Under
the Companies Law, unless otherwise provided in the articles of association or by
applicable law, shareholders resolutions require the approval of holders of a simple
majority of our ordinary shares voting, in person or by proxy on the matter. A
shareholders resolution to amend our articles requires the approval of a simple
majority of our shareholders present in person or by proxy.

Under
the Companies Law, a shareholder has certain duties of good faith and fairness towards the
company.

# Transfer of Shares and
Notices

Fully
paid ordinary shares are issued in registered form and may be freely transferred under our
articles of association unless the transfer is restricted or prohibited by Israeli law or
the rules of a stock exchange on which the shares are traded. Under the Companies Law and
applicable regulations, unless otherwise provided in the articles of association or by
applicable law, shareholders of record are entitled to receive 35 or 21 days prior notice
of meetings of shareholders, based on the matters that are on the agenda. Subject to the
foregoing provisions of the Companies Law and applicable regulations, our articles of
association provide that each shareholder of record is entitled to receive at least 14
days prior notice of any annual or extraordinary shareholders meeting and at least
21 days prior notice of any shareholders meeting at which a special resolution is
proposed.

# Special Notification
Duties

Our
articles of association provide that any shareholder whose shareholding increases above
1%, 5%, 10%, 15%, 20%, 25%, 30%, and so on, of our then outstanding share capital, is
obliged to notify us in writing of such change within ten days. A shareholder who fails to
comply with this requirement will be denied his or her voting rights, in respect of shares
in excess of the particular threshold the crossing of which was not reported, for a six-
to 24-month period to be determined in light of relevant circumstances by the board of
directors in its sole discretion. Shareholders complying with the filing requirements of
Sections 13(d) and 13(g) of the Exchange Act and the regulations promulgated thereunder
will not be subject to this requirement.

# Anti-Takeover Provisions
under Israeli Law

Tender
Offer. A person wishing to acquire shares of a publicly traded Israeli company and who
would as a result hold over 90% of the companys issued and outstanding share capital
is required by the Companies Law to make a tender offer to all of the companys
shareholders for the purchase of all of the issued and outstanding shares of the company.
If the shareholders who refuse to sell their shares hold less than 5% of the issued share
capital of the company, all of the shares held by such shareholders that the acquirer
offered to purchase will be transferred to the acquirer by operation of law. However, the
shareholders may petition the court to alter the consideration for the acquisition. If the
dissenting shareholders hold more than 5% of the issued and outstanding share capital of
the company, the acquirer may not acquire additional shares of the company from
shareholders who accepted the tender offer if following such acquisition the acquirer
would then own over 90% of the companys issued and outstanding share capital.

64

---

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The
Companies Law provides that an acquisition of shares of a public company must be made by
means of a tender offer if as a result of the acquisition the purchaser would become a 25%
or greater shareholder of the company. This rule does not apply if there is already
another 25% shareholder of the company. As of the date of this annual report, we are not
aware of any single shareholder which holds 25% or more of our shares. Similarly, the
Companies Law provides that an acquisition of shares in a public company must be made by
means of a tender offer if as a result of the acquisition the purchaser would become a 45%
or greater shareholder of the company, if there is no 50% or greater shareholder of the
company. Regulations promulgated under the Companies Law provide that the tender offer
requirements described in this paragraph do not apply to companies whose shares are listed
for trading outside of Israel if, according to the law in the country in which the shares
are traded, including the rules and regulations of the stock exchange on which the shares
are traded, either:

| |  | there
is a limitation on the acquisition of any level of control of the company; or
| | - | -----------------------------------------------------------------------------------

| |  | the
acquisition of any level of control must be by means of a tender offer to the public.
| | - | -----------------------------------------------------------------------------------------

Merger.
          The Companies Law permits merger transactions if approved by each partys
          board of directors and the majority of each partys shares voted on the
          proposed merger at a shareholders meeting called on at least 21 days
prior           notice. Our articles of association provide that merger transactions may
be           approved by a simple majority of the shareholders present, in person or by
          proxy, at a general meeting of our shareholders. Under the Companies Law, in
          determining whether the required majority has approved the merger, shares held
          by the other party to the merger, any person holding at least 25% of the
          outstanding voting shares or holding at least 25% of the means of appointing
          directors of the other party to the merger, or anyone acting on their behalf,
          including their relatives or companies controlled by them, are excluded from
the           vote. If a majority of shareholders of one of the parties do not approve
the           transaction because the votes of certain shareholders are excluded from the
          vote, a court may still approve the merger upon the request of holders of at
          least 25% of the voting rights of a company, if the court holds that the merger
          is fair and reasonable, taking into account the value of the parties to the
          merger and the consideration offered to the shareholders. Upon the request of a
          creditor of either party to the proposed merger, the court may delay or prevent
          the merger if it concludes that there exists a reasonable concern that, as a
          result of the merger, the surviving company will be unable to satisfy the
          obligations of any of the parties to the merger. In addition, a merger may not
          be executed unless at least 50 days have passed from the time that a proposal
          for approval of the merger has been filed with the Israeli Registrar of
          Companies.

Tax
Law. Israeli tax law treats specified acquisitions, including a share-for-share swap
between an Israeli company and a foreign company, less favorably than does United States
tax law. For example, Israeli tax law may subject a shareholder who exchanges ordinary
shares in an Israeli company for shares in a foreign company to immediate taxation.

# Other Anti-Takeover
Provisions

We
are also subject to the tender offer provisions of the Exchange Act, as amended.

# Transfer Agent,
Registrar and Paying Agent

The
transfer agent and registrar for our ordinary shares in the United States is Continental
Stock Transfer & Trust Company. Its address is 17 Battery Place, New York, New York
10004, and its telephone number at this location is 212-509-4000. Our paying agent in
Germany is Dresdner Bank AG.

# Election of Directors;
Appointment of Officers

Our
current board of directors consists of seven directors. Under our articles of association,
our board of directors may not consist at any time of more than nine members. A majority
of these directors must be non-executive directors, who are directors that are neither
office holders nor our employees. Directors are appointed, removed or replaced, by a
majority vote of our shareholders present in person or by proxy at a general meeting of
shareholders.

65

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Once
elected at a shareholders meeting, our directors, except our external directors,
hold office until the first general meeting of shareholders held at least thirty six
months after their election except for Mr. Oded Bashan and Mr. Ronnie Gilboa who may not
be replaced or removed unless by an affirmative vote of 75% of the Companys
shareholders entitled to vote and voting in person or by proxy at a general meeting of
shareholders. Incumbent directors may be reelected at that meeting. Under the new Israeli
Companies Law, which took effect on February 1, 2000, the chief executive officer of a
public company may not serve as a chairman of the board of directors unless authorized by
a general meeting of the shareholders and then only for a period of time that does not
exceed three years. As a result, on July 11, 2003 and on August 24, 2006, our shareholders
authorized our CEO, Oded Bashan, to act as our chairman, each time for an additional
three-year period.

Our
board of directors appoints our chief executive officer. Each of our executive officers
serves at the discretion of the board of directors, subject to the terms of any employment
agreement, and holds office until his or her successor is elected or until his or her
earlier resignation or removal. Except for Ohad Bashan, our President and Chief Marketing
Officer, and Chief Executive Officer of OTI America, who is the son of Oded Bashan, our
co-founder and chairman of our board of directors, none of our directors or executive
officers has any family relationship with any other director or executive officer.

# Fiduciary Duties;
Approval of Certain Transactions

The
Companies Law codifies the fiduciary duties that office holders owe to a company. An
office holders fiduciary duties consist of a duty of care and a duty of loyalty. The
duty of care requires an office holder to act with the degree of care with which a
reasonable office holder in the same position would act under the same circumstances. The
duty of care includes using reasonable means to obtain information as to the advisability
of a given action submitted for his or her approval or performed by virtue of his or her
position, as well as all other information pertaining to such actions. The duty of loyalty
requires an office holder to act in good faith and for the benefit of the company, and
includes avoiding any conflict of interest between the office holders other
positions or personal affairs and the performance of his or her position in the company,
avoiding any competition with the company, avoiding exploiting any business opportunity of
the company in order to receive a personal benefit for himself or herself or others, and
revealing to the company any information or documents relating to the companys
affairs which come into the office holders possession as a result of his or her
position as an office holder.

The
Companies Law further requires that an office holder disclose to the company any personal
interest that he or she may have and all related material information known to him or her
in connection with any existing or proposed transaction by the company. The disclosure
must be made promptly and in no event later than the board of directors meeting at which
the transaction is first discussed. In addition, if the transaction is an extraordinary
transaction, as defined below, the office holder must also disclose any personal interest
held by the office holders spouse, siblings, parents, grandparents, descendants,
spouses descendants and the spouses of any of the foregoing and by any corporation
in which the office holder is a 5% or greater shareholder, director or general manager or
in which he or she has the right to appoint the general manager or at least one director.
The Companies Law defines an extraordinary transaction as a transaction that
is not in the ordinary course of business, that is not on market terms, or that is likely
to have a material impact on a companys profitability, assets or liabilities. In the
case of a transaction between the company and an office holder, or a third party in which
an office holder has a personal interest, but that is not an extraordinary transaction and
is not adverse to the companys interest, once the office holder complies with the
above disclosure requirements only board approval is required unless the articles of
association of the company provide otherwise. In the case of an extraordinary transaction
between the company and an office holder, or a third party in which an office holder has a
personal interest, in addition to any approval required by the articles of association,
the transaction must be approved first by the audit committee, then by the board of
directors and, in certain cases, by the shareholders. A director who has a personal
interest in a matter that is considered at a meeting of the board of directors or the
audit committee may in general not be present at this meeting or vote on this matter. If a
majority of the directors have a personal interest in an extraordinary transaction, these
directors are permitted to be present and vote on the transaction, but shareholder
approval is also required.

Under
the Companies Law, all arrangements as to compensation of office holders who are not
directors require approval by the board of directors, and undertakings to indemnify or
insure an office holder who is not a director require both board and audit committee
approval. In general, arrangements regarding the compensation, indemnification and
insurance of directors require audit committee and shareholder approval in addition to
board approval.

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The
Companies Law applies the same disclosure requirements to a controlling party of a public
company that it applies, as described above, to an office holder. For these purposes a
controlling party is any person possessing the ability to direct the
activities of the company, including a shareholder which holds 25% or more of the voting
rights of the company if no other shareholder owns more than 50% of the voting rights in
the company, but excluding a person whose power is derived solely from his or her position
on the board of directors or from another position with the company. Two or more
shareholders with a personal interest in the approval of the same transaction are deemed
to be joint shareholders. Extraordinary transactions with a controlling party or in which
a controlling party has a personal interest, and the engagement and terms of compensation
of a controlling party or his family members, require the approval of the audit committee,
the board of directors and the shareholders. Shareholder approval must be by a majority of
shares voted at the meeting, including at least one-third of the shares of the
disinterested shareholders who are present, in person or by proxy, at the meeting, or,
alternatively, the total shareholdings of the disinterested shareholders who vote against
the transaction must not represent more than 1% of the aggregate voting rights in the
company.

Under
the Companies Law, a shareholder has a duty to refrain from abusing his or her power in
the company and to act in good faith in exercising its rights and performing its
obligations to the company and other shareholders, including, among other things, voting
at a general meeting of shareholders on the following matters:

| |  | an
amendment to the articles of association;
| | - | --------------------------------------------

| |  | an
increase in the company's authorized share capital;
| | - | ------------------------------------------------------

| |  | a
merger; and
| | - | -------------

| |  | approval
of a related-party transaction requiring shareholder approval.
| | - | -----------------------------------------------------------------------

In
addition, any controlling shareholder, any shareholder who knows that its vote can
determine the outcome of a shareholder vote and any shareholder who, under a
companys articles of association, can appoint or prevent the appointment of an
office holder, is under a duty to act with fairness towards the company. The Companies Law
does not describe the substance of this duty.

# Exculpation,
Indemnification and Insurance of Office Holders

Under
the Companies Law, an Israeli company may only exculpate an office holder in advance, in
whole or in part, for breach of duty of care and only if a provision authorizing such
exculpation is included in its articles of association. Our articles of association
include such a provision. A company may not exculpate an office holder in advance from his
liability towards the company which is caused by a breach of duty of care in case of
distribution (as defined in the Companies Law). A company may not exculpate an office
holder for breach of duty of loyalty. However, the company may approve an act performed in
breach of the duty of loyalty of an office holder provided that the office holder acted in
good faith, the act or its approval does not harm the company, and the office holder
discloses the nature of his or her personal interest in the act and all material facts and
documents a reasonable time before discussion of the approval.

A
company may indemnify an office holder in respect of certain liabilities either in advance
of an event or following an event provided a provision authorizing such indemnification is
inserted in its articles of association. Advance indemnification of an office holder must
be limited to the following:

| | a
financial liability imposed on him in favor of another person pursuant to a judgment,
settlement or arbitrators award approved by court provided that the indemnification
shall be limited to events which are determined by the board of directors, are
foreseeable in light of the companys activities at the time when the obligation for
indemnification is granted, and to amounts and standards which are determined by the
board of directors as reasonable in such event, and provided that the obligation for
indemnification will specify the said events and amounts or standards;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | reasonable
litigation expenses, including attorneys fees, incurred by the office holder or
imposed by a court in proceedings instituted against him by the company, on its behalf or
by a third party, in connection with criminal proceedings in which the officer holder was
acquitted or as a result of a conviction for a crime that does not require proof of
criminal intent; and
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | reasonable
litigation expenses, including attorneys fees, incurred by the office holder due to
investigation or proceedings instituted against the office holder by an authority
authorized to conduct such investigation or proceedings and ended without filing an
indictment against him and without imposing monetary liability as an alternative to
criminal proceedings or ended without filing an indictment against him but in imposing
monetary liability as an alternative to criminal proceedings for a crime that does not
require proof of criminal intent.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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A
company may insure an office holder against the following liabilities incurred for acts
performed as an office holder:

| | A
breach of duty of loyalty to the company, to the extent that the office holder acted in
good faith and had a reasonable basis to believe that the act would not prejudice the
company;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
breach of duty of care to the company or to a third party; and
|- | ----------------------------------------------------------------

| | A
financial liability imposed on the office holder in favor of a third party.
|- | -----------------------------------------------------------------------------

An
Israeli company may not indemnify or insure an office holder against any of the
following:

| | A
breach of duty of loyalty, except to the extent that the office holder acted in good
faith and had a reasonable basis to believe that the act would not prejudice the company;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
breach of duty of care committed intentionally or recklessly except that such
recklessness is made solely negligently;
|- | ------------------------------------------------------------------------------------------------------------------------

| | an
act or omission committed with intent to derive illegal personal benefit; or
|- | -------------------------------------------------------------------------------

| | A
fine levied against the office holder.
|- | ----------------------------------------

Under
the Companies Law, indemnification and insurance of office holders must be approved by our
audit committee and our board of directors and, in specified circumstances, by our
shareholders.

Our
articles of association allow us to indemnify and insure our office holders to the fullest
extent permitted by the Companies Law. Our office holders are currently covered by a
directors and officers liability insurance policy with an aggregate claim limit of
$5 million. As of the date of this annual report, no claims for directors and
officers liability insurance have been filed under this policy.

Our
U.S. subsidiary has also entered into indemnification agreements with certain of its key
employees. These agreements provide, independent of the indemnification these individuals
are entitled to by law and under the provisions of the subsidiarys charter,
indemnification for certain acts while employed by the subsidiary. These indemnification
agreements contain exclusions, such as limiting indemnification that would be unlawful or
that is covered by other liability insurance. Moreover, employees are not indemnified
against liability to the extent that the employee gained a personal profit to which he or
she is not legally entitled, including proceeds obtained from the illegal trading of our
equity securities. The performance of these agreements is guaranteed by us as parent of
the U.S. subsidiary, to the extent permitted by Israeli law.

|C. | MATERIAL
CONTRACTS
|-- | ------------------

The
2005 financing

See
Item 7.A above, part titled Significant Changes in the Ownership of Major
Shareholders.

Vuance
(Formerly SuperCom) Transaction

On
December 31, 2006, pursuant to an asset purchase agreement (the Agreement)
dated as of November 7, 2006 between the Company and Vuance Ltd., an Israeli corporation
(Vuance), the Company completed the acquisition of the main assets of Vuance ,
including the International Project Solution (IPS) division of Vuance . Vuance
is an Israeli based company, which through its IPS division develops and provides a
wide-range of complementary technologies and solutions for the smart card market. The
acquisition provides the Company with accesses to new growing markets and complementary
security technologies that safeguard against counterfeit and forgery.

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The
aggregate purchase price for the acquisition was paid through the issuance of an aggregate
of 2,827,200 of the Companys ordinary shares. The 2,827,200 ordinary shares issued
to Vuance are subject to a lock-up agreement, where one-seventh of the shares (403,885
ordinary shares) will be released from the lock-up restrictions every three months
beginning on the closing date, December 31, 2006, for an aggregate period of eighteen
months. Vuance executed an irrevocable proxy appointing the Companys Chairman, on
behalf of the Board of Directors, or a person the Board of Directors will instruct, to
vote the 2,827,200 ordinary shares issued to Vuance in connection with the transaction.

The
parties also entered into a service and supply agreement giving Vuance a license to use
applicable Vuance intellectual property transferred to the Company for the duration of
certain existing contracts and projects.

|D. | EXCHANGE
CONTROLS
|-- | -----------------

There
are currently no Israeli currency control restrictions on payments of dividends or other
distributions with respect to our ordinary shares or the proceeds from sales of the
shares, except for the obligation of Israeli residents to file reports with the Bank of
Israel regarding some transactions. However, legislation remains in effect under which
currency controls can be imposed by administrative action at any time.

The
ownership or voting of our ordinary shares by non-residents of Israel, except with respect
to citizens of countries which are in a state of war with Israel, is not restricted in any
way by our memorandum of association or articles of association or by the laws of the
State of Israel.

|E. | TAXATION
|-- | --------

# Israeli Taxation,
Foreign Exchange Regulation and Investment Programs

THE FOLLOWING IS A SUMMARY OF THE
MATERIAL ASPECTS OF THE CURRENT TAX STRUCTURE APPLICABLE TO COMPANIES IN ISRAEL AND THEIR
EFFECT ON US. THE SUMMARY ALSO CONTAINS A DISCUSSION OF ISRAELI TAX CONSEQUENCES TO
PERSONS PURCHASING OUR ORDINARY SHARES NOT BY WAY OF ISSUANCE OF BONUS SHARES AND ISRAEL
GOVERNMENT PROGRAMS BENEFITING US. PORTIONS OF THIS DISCUSSION ARE BASED ON TAX
LEGISLATION THAT HAS NOT YET BEEN SUBJECT TO JUDICIAL OR ADMINISTRATIVE INTERPRETATION,
AND WE CANNOT ASSURE YOU THAT THE VIEWS EXPRESSED IN THIS DISCUSSION WILL BE ACCEPTED BY
THE TAX AUTHORITIES IN QUESTION. THE DISCUSSION SHOULD NOT BE RELIED ON AS LEGAL OR
PROFESSIONAL TAX ADVICE AND IS NOT EXHAUSTIVE OF ALL POSSIBLE TAX CONSIDERATIONS.

WE URGE INVESTORS IN OUR ORDINARY
SHARES TO CONSULT THEIR OWN TAX ADVISORS AS TO THE ISRAELI OR OTHER TAX CONSEQUENCES OF
THE PURCHASE, OWNERSHIP AND DISPOSITION OF ORDINARY SHARES, INCLUDING, IN PARTICULAR, THE
EFFECT OF ANY FOREIGN, STATE OR LOCAL TAXES.

# Tax Reform

Effective
as of January 1, 2003 a comprehensive tax reform took effect in Israel. Pursuant to the
reform, resident companies are subject to Israeli tax on income accrued or derived in
Israel or abroad. In addition, the concept of controlled foreign corporation
was introduced according to which an Israeli company or an individual may become subject
to Israeli taxes on certain income of a non-Israeli subsidiary if the subsidiarys
primary source of income is passive income (such as interest, dividends, linkage
differences royalties, rental income or capital gains). The tax reform also substantially
changed the system of taxation of capital gains.

# Taxation of companies

General
Corporate Tax Structure. Israeli companies are subject to corporate tax at the rate of
34% of taxable income in the 2005 tax year, 31% in the 2006 tax year, 29% in the 2007 tax
year, 27% in the 2008 tax year, 26% in the 2009 tax year and 25% in the 2010 tax year and
thereafter. However, the effective tax rate payable by a company which derives income from
certain approved enterprises may be considerably lower, as discussed further below.

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Tax
Benefits Under the Law for the Encouragement of Capital Investments, 1959. The Law for
the Encouragement of Capital Investment, 1959, commonly referred to as the Investment Law,
provides that a proposed capital investment in eligible facilities may, upon application
to the Investment Center of the Ministry of Industry and Trade of the State of Israel, be
designated as an approved enterprise. Each certificate of approval for an approved
enterprise relates to a specific investment program delineated both by its financial
scope, including its capital sources, and by its physical characteristics, e.g., the
equipment to be purchased and utilized under the program. The tax benefits derived from
any certificate of approval relate only to taxable income attributable to the specific
approved enterprise. If a company has more than one approval or only a portion of its
capital investments is approved, its effective tax rate is the result of a weighted
combination of the applicable rates. Income derived from activity which is not integral to
the activity of the enterprise should not be divided between the different approved
enterprises and should not enjoy tax benefits.

Taxable
income of a company derived from an approved enterprise is subject to a reduced corporate
tax rate of 25%. The tax rate is subject to additional reductions depending on the
percentage of foreign investment in the relevant company until the earlier of:

| |  | Seven
consecutive years, or ten years in the case of a foreign investors company as
defined below, starting in the year in which the approved enterprise first generates
taxable income;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Twelve
years from the start of production; or
| | - | ---------------------------------------------

Fourteen
years from the date of approval of the approved enterprise status.

A
company owning an approved enterprise may elect to forego entitlement to grants otherwise
available as a result of an approved enterprise in return for an alternative package of
benefits. Under the alternative package of benefits, a companys undistributed income
derived from an approved enterprise will be exempt from company tax for a period of
between two and ten years from the first year of taxable income, depending on the
geographic location of the approved enterprise within Israel, and the company will be
eligible for a reduced tax rate for the remainder of the benefits period.

We
elected to adopt the Alternative Benefits Program status for our investment
programs. A company that has elected to receive the alternative package of benefits and
that subsequently pays a dividend out of income derived from the approved enterprise
during the tax exemption period will be subject to tax in respect of the amount
distributed, including any company tax on these amounts, at the rate which would have been
applicable had it not elected the alternative package of benefits, generally 10%-25%,
depending on the percentage of the investment in the companys shares held by foreign
shareholders. The dividend recipient is taxed at the reduced rate applicable to dividends
from approved enterprises, which is 15%, if the dividend is distributed during the tax
exemption period or within 12 years after this period. The company must withhold this tax
at source. If classified as a foreign investors company there is no limit on the
period during which a dividend may be distributed from approved enterprise profits and it
should always enjoy the benefits of the law.

Subject
to the provisions of the law concerning income under the alternative package of benefits,
all dividends are considered to be attributable to the entire enterprise and their
effective tax rate is the result of a weighted combination of the various applicable tax
rates. Under the Investment Law, a company that has elected the alternative package of
benefits is not obliged to distribute exempt retained profits, and may generally decide
from which years profits to declare dividends. We currently intend to reinvest any
amount derived from our approved enterprise programs and not to distribute the income as a
dividend.

A
company that has an approved enterprise program is eligible for further tax benefits if it
qualifies as a foreign investors company. A foreign investors company is a
company whose investees, comprising non-Israeli residents which: (a) directly or
indirectly hold more than 25% of the companys share capital and combined share and
loan capital; and (b) requires a minimal investment of NIS 5 million by non-Israeli
residents, which include the purchase of shares of a company from another shareholder,
provided that the companys outstanding and paid up share capital exceeds NIS 5
million. A company that qualifies as a foreign investors company and has an approved
enterprise program is eligible for tax benefits for a ten-year benefit period. The company
tax rate applicable to income earned from approved enterprise programs in the benefit
period (following the period, if any, of no tax) by a company meeting these qualifications
is as follows:

|For a company with foreign investment of | Tax Rate
|---------------------------------------- | --------
|
|
|
|
|Over 25% but less than 49%               |         
|49% or more but less than 74%            |         
|74% or more but less than 90%            |         
|90% or more                              |         

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The
Investment Center bases its decision as to whether or not to approve an application on the
criteria set forth in the Investment Law and regulations, the then prevailing policy of
the Investment Center, and the specific objectives and financial criteria of the
applicant. Accordingly, there can be no assurance that any such applications will be
approved. In addition, the benefits available to an approved enterprise are conditional
upon the fulfillment of conditions stipulated in the Investment Law and its regulations
and upon the criteria in the specific certificate of approval, as described above. In the
event that a company does not meet these conditions, it would be required to refund the
amount of tax benefits, with the addition of consumer price index linkage adjustment and
interest.

The
Investment Center has granted approved enterprise status to three of our investment
programs under the alternative benefits option. Taxable income derived from these programs
is tax exempt for a period of ten years beginning with the year in which we first generate
taxable income. We have derived, and expect to continue to derive, a substantial portion
of our revenues from our approved enterprise programs at our manufacturing facility. The
Investment Law also provides that an approved enterprise is entitled to accelerated
depreciation on its property and equipment that are included in an approved investment
program. There is no certainty that the Israeli government will continue to provide the
same or similar tax benefits in the future.

On
March 30, 2005, the Knesset approved a reform of the Encouragement of Capital Investments
Law  1959. The primary changes are as follows:

| |  | Companies
that meet the criteria of the Alternate Path of tax benefits will receive those benefits
without prior approval. In addition there will be no requirement to file reports with the
Investment Center. Audit will take place via the Income Tax Authorities as part of the
tax audits. Request for pre-ruling is possible.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Tax
benefits of the Alternate Path include lower tax rates or no tax depending on area and
the path chosen, lower tax rates on dividends and accelerated depreciation.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In
order to receive benefits in the Grant Path or the Alternate Path, the Industrial
Enterprise must contribute to the economic independence of the Countrys economy in
one of the following ways:
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 1. | The
enterprises main activity is in the area of biotechnology or
               nanotechnology as approved by the Head of the Administration of Industrial
               Research and Development, prior to the approval of the aforementioned
plan.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | The
enterprises revenues during the tax year from the plants sales
               in a certain market do not exceed 75% of total revenues from the plants
               total sales during that tax year. A market is defined as a
distinct                country or customs territory.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | 25%
or more of the enterprises total revenues from the plants sales
               during the tax year are from sales to a certain market that numbers at
least 12                million residents.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Upon
the establishment of an enterprise, an investment of at least NIS 300 thousand in
production machinery and equipment within three years is required.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | For
an expansion, a company is required to invest within three years the greater of NIS 300
thousand in production machinery and equipment or a certain percentage of its existing
production machinery and equipment.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Grants under the Law for the
Encouragement of Industrial Research and Development, 1984.

Under
the law for the Encouragement of Industrial Research and Development, 1984, commonly
referred to as the Research Law, research and development programs which meet specified
criteria and are approved by a governmental committee of the Office of the Chief Scientist
are eligible for grants of up to 50% of the projects expenditure, as determined by
the research committee, in exchange for the payment of royalties from the sale of products
developed under the program. Regulations under the Research Law generally provide for the
payment of royalties to the Chief Scientist of 3 to 3.5% on sales of products and services
derived from our technology developed using these grants until 100% of the dollar-linked
grant is repaid. For programs approved from 1999 and thereafter, the amount of the grant
to be repaid will include annual interest at LIBOR from the date of approval.

The
terms of the Israeli government participation also require that the manufacture of
products developed with government grants be performed in Israel. However, under the
regulations of the Research Law, if any of the manufacturing is performed outside Israel
by any entity other than us, assuming we receive approval from the Chief Scientist for the
foreign manufacturing, we may be required to pay increased royalties. The increase in
royalties depends upon the manufacturing volume that is performed outside of Israel
follows:

|Manufacturing Volume Outside of Israel | Royalties to the Chief Scientist
as a Percentage of Grant
|-------------------------------------- | ---------------------------------------------------------
|
|
|
|
|less than 50%                          |                                                          
|between 50% and less than 90%          |                                                          
|90% and more                           |                                                          

If
the manufacturing is performed outside of Israel by us, the rate of royalties payable by
us on revenues from the sale of products manufactured outside of Israel will increase by
1% over the regular rates. If the manufacturing is performed outside of Israel by a third
party, the rate of royalties payable by us on those revenues will be a percentage equal to
the percentage of our total investment in the given system that was funded by grants. In
addition, in recent years the government of Israel has accelerated the rate of royalty
rates for repayment of Chief Scientist grants, and may further accelerate them in the
future.

The
technology developed with Chief Scientist grants may not be transferred to third parties
without the prior approval of a governmental committee under the Research Law, and may not
be transferred to non-residents of Israel (Beginning April 1, 2005, governmental committee
under the Research Law may approve a transfer of technology to non-residents of Israel
under restricted conditions and in accordance with the Research Law). Approval, however,
is not required for the export of products developed using the grants. Approval of the
transfer of technology to residents of Israel may be granted in specific circumstances,
only if the recipient abides by the provisions of the Research Law and related
Regulations, including the restrictions on transfer of know-how and the obligation to pay
royalties in an amount that may be increased. We cannot provide any assurance that
consent, if requested, will be granted.

The
funds available for grants from the Chief Scientist depend on several criteria and
prevailing government policy and budget, and may be reduced or eliminated in the future.
Even if these grants are maintained, there is no assurance that we will receive Chief
Scientist grants in the future. In addition, each application to the Chief Scientist is
reviewed separately, and grants are based on the program approved by the research
committee. Expenditures supported under other incentive programs of the State of Israel
are not eligible for grants from the Chief Scientist. We cannot provide any assurance that
applications to the Chief Scientist will be approved and, until approved, the amounts of
any grants are not determinable.

Tax
Benefits for Research and Development. Israeli tax law allows, under specific
conditions, a tax deduction in the year incurred for expenditures, including capital
expenditures, relating to scientific research and development projects, if the
expenditures are approved by the relevant Israeli government ministry, determined by the
field of research, and the research and development is for the promotion of the enterprise
and is carried out by or on behalf of the company seeking the deduction. Expenditures not
so approved are deductible over a three-year period. However, expenditures made out of
proceeds made available to us through government grants are not deductible according to
Israeli law.

Tax
Benefits Under the Law for the Encouragement of Industry (Taxes), 1969. The Law for
the Encouragement of Industry (Taxes), 1969, generally referred to as the Industry
Encouragement Law, provides several tax benefits for industrial companies. An
Industrial Company is defined as a company resident in Israel, at least 90% of
whose income in a given tax year exclusive of income from specified sources, is derived
from an industrial enterprise owned by it. An industrial enterprise is defined
as an enterprise whose major activity in a given tax year is industrial production
activity.

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Under
the Industry Encouragement Law, industrial companies are entitled to the following
preferred corporate tax benefits:

| |  | deduction
of purchase of know-how and patents utilized in the development of the company over an
              eight-year period;
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| |  | deduction
of expenses incurred in connection with a public stock issuance over a three-year period;
and
| | - | -------------------------------------------------------------------------------------------------------

| |  | right
to elect, under certain conditions, to file a consolidated tax return with additional
related Israeli industrial companies operating a common production line.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

Under
some tax laws and regulations, an industrial enterprise may be eligible for special
depreciation rates for machinery, equipment and buildings. These rates differ based on
various factors including the date operations begin and the number of work shifts. An
industrial company owning an approved enterprise may choose between the depreciation rates
for an industrial company provided for in the Income Tax Regulations (Inflationary
Adjustments) (depreciation rates), 1986 or the regular depreciation rates determined in
the relevant Regulations.

Eligibility
for benefits under the Industry Encouragement Law is not subject to receipt of prior
approval from any governmental authority. We cannot assure you that we will continue to
qualify as an industrial company or that the benefits described above will be available to
us in the future.

Special
Provisions Relating to Taxation under Inflationary Conditions. The Income Tax Law
(Inflationary Adjustments), 1985, referred to as the Inflationary Adjustments Law,
represents an attempt to overcome the problems presented to a traditional tax system by an
economy undergoing rapid inflation. The Inflationary Adjustments Law is highly complex.
These are some of its important features:

| |  | There
is a special tax adjustment for the preservation of equity whereby certain corporate
assets are classified broadly into fixed (inflation resistant) assets and non-fixed
assets. Where a companys equity, as defined in the law, exceeds the depreciated
cost of fixed assets, a deduction from taxable income that takes into account the effect
of the applicable annual rate of inflation on the excess is allowed up to a ceiling of
70% of taxable income in any single tax year, with the unused portion permitted to be
carried forward on a linked basis. If the depreciated cost of fixed assets exceeds a
companys equity, then the excess multiplied by the applicable annual rate of
inflation is added to taxable income.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Subject
to certain limitations, depreciation deductions on fixed assets and losses carried
forward are adjusted for inflation based on the increase in the Israeli consumer price
index.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Until
December 31, 2006 one of the net effects of the Inflationary Adjustments Law is that our
taxable income for Israeli corporate tax purposes will be different from our dollar income
reflected in our financial statements, which are based on changes in the Shekel exchange
rate with respect to the dollar.

The
Israeli Tax Law and certain regulations promulgated there under allow
Foreign-Invested Companies, which maintain their accounts in U.S dollars in
compliance with the regulations published by the Israeli Minister of Finance to base their
tax returns on their operating results as reflected in the dollar financials statements or
to adjust their tax returns based on exchange rate changes rather than changes in the
Israeli CPI, in lieu of the of the principles set forth by the Inflationary Adjustments
Law, For these purpose, Foreign-Invested company is a company, more than 25% of whose
share capital, in terms of rights to profits, voting and appointment of directors, and of
whose combined share and loan capital is held by persons who are not residents of Israel.
A company that elects to measure its results for tax purpose based on the dollar exchange
rate cannot change that election for the period of three years following the election. The
Company and one of its Israeli subsidiaries are foreign investors companies, and
have elected, commencing January 1, 2007, to keep their books and records in dollars for
tax purposes, as permitted under the tax regulations.

However,
according to a recent legislation change, as of Mach 2008 the Inflationary Adjustment Law
is cancelled and its provisions are in force until the end of the fiscal year of 2007
(except for certain specific provisions and regulations which, at this stage, are not yet
cancelled). The decision to cancel the Inflationary Adjustment Law was based on the fact
that the inflation rates in Israel in recent years are very low and are expected to stay
low, whereas originally the law was introduced to cope with the very high inflation rates
which exist in the 80s.

73

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# Taxation of our
shareholders

Reform
in Taxation of Capital Market. As mentioned above, on July 24, 2002 and July 25, 2005,
the Israeli parliament, the Knesset, approved extensive amendments to the Income Tax
Ordinance. The amendments substantially changed the taxation in several areas, including
taxation of the capital market. Generally, the amendments shall become effective regarding
taxation of the capital market on January 1, 2003.

Capital
Gains Tax on Sales of Our Ordinary Shares. Israeli law imposes a capital gains tax on
the sale of capital assets. The law distinguishes between real gain and inflationary
surplus. The inflationary surplus is a portion of the total capital gain that is
equivalent to the increase of the relevant assets purchase price that is
attributable to the increase in the Israeli consumer price index between the date of
purchase and the date of sale. The real gain is the excess of the total capital gain over
the inflationary surplus. The inflationary surplus accumulated from and after December 31,
1993 is exempt from any capital gains tax in Israel. The real gain is added to ordinary
income, which effective until December 31, 2002 was taxed at ordinary rates of up to 50%
for individuals and 36% for corporations.

Effective
January 1, 2003, when selling our ordinary shares purchased after December 31, 2002, the
capital gains tax rate on the real gain imposed upon sale of capital assets acquired after
that date has been reduced to no more than 20% if the seller is an individual or 25% if an
individual sells shares in a company in which he is or was 12 months prior to sale the
owner of more than 10% of any means of control. The real capital gain tax rate for a
corporation is set at the ordinary corporate tax applicable; capital gains accrued from
assets acquired before that date are subject to a blended tax rate based on the relative
periods of time before and after that date that the asset was held.

Capital
Gains Tax on Sales of Our Ordinary Shares Effective January 1, 2003. Israeli tax
payers who are not subject to the Inflationary Adjustments Law or are not entitle to
maintain books in foreign currency shall be subject to 15% tax on the real capital gain in
case the shares were purchased after December 31, 2002, and in case the shares were
purchased before that date the sale will be subject to a blended tax in which the portion
of the gain accrued until December 31, 2002 will be exempt from Israeli capital gains tax
and the portion of the real gain accrued from January 1, 2003 until the date of sale will
be subject to 15% tax. The taxable real gain will be based on the difference between the
adjusted average value of the shares during the last three trading days before January 1,
2003 (or the adjusted original cost if it is higher than the adjusted average value) and
the value of the shares at the date of sale. In the event the above calculation creates a
loss; such loss can only be offset against capital gain from other traded securities
according to the provisions of the Israeli law. The amount of the loss is limited to the
difference between the adjusted average value and the value of the shares at the date of
sale. However, such Israeli tax payers shall be subject to 25% tax on the real capital
gain in the case that they deduct interest expenses and linkage differences.

Notwithstanding
the foregoing, dealers in securities in Israel and companies taxed under the Inflationary
Adjustment Law or are entitled to maintain books in foreign currency are taxed at regular
tax rates applicable to business income.

Notwithstanding
the above, Foreign securities that are bought prior to January 1, 2006 and sold after
January 1, 2006 shall be subject to 35% capital gains tax on the real gains accrued until
January 1, 2005 and 20% or 25% capital gains tax on the real gains accrued thereafter.
However, according to new tax legislation our ordinary shares are not considered
foreign traded securities.

Generally
under the amendment losses from tradable shares by payers of Israeli tax who are not
subject to the Inflationary Adjustments Law or have the right to maintain books in foreign
currency can be offset with gains from the same source (e.g., sales of foreign securities,
sales of securities that are not foreign securities). Such losses can be carried forward
indefinitely.

In
addition, since our ordinary shares are traded on a Stock Exchange outside of Israel,
gains on the sale of ordinary shares held by non-Israeli tax resident investors will be
exempt from Israeli capital gains tax, provided, inter alia, that such capital gains are
not by a permanent establishment in Israel, that such shareholders did not acquire their
shares prior to the public offering and that the shareholders are not subject to the
Inflationary Adjustment law or are entitle to maintain books in foreign currency all
subject to the provision of the Israeli tax legislation.

74

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Under
the convention between the government of the United States of America and the government
of Israel with respect to taxes on income, the sale, exchange or disposition of ordinary
shares by a person who qualifies as a resident of the United States within the meaning of
the U.S.- Israel tax treaty and who is entitled to claim the benefits afforded to the
person by the U.S.-Israel tax treaty generally will not be subject to the Israeli capital
gains tax unless certain exceptions apply, including where the U.S. resident holds,
directly or indirectly, shares representing 10% or more of our voting power during any
part of the 12-month period preceding the sale, exchange or disposition of the shares
subject to certain conditions. A sale, exchange or disposition of ordinary shares by a
treaty U.S. resident who holds, directly or indirectly, shares representing 10% or more of
our voting power at any time during the preceding 12-month period would be subject to
Israeli tax, to the extent applicable unless the aforementioned exemption from capital
gains tax for shares listed on a Stock Exchange outside of Israel applies. However, in any
case, under the U.S.-Israel tax treaty and the Israeli tax law a treaty U.S. resident will
be subject to capital gains tax in Israel, the U.S. resident would be permitted to claim a
credit for the taxes against the U.S. federal income tax imposed with respect to the sale,
exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax
credits. The U.S.-Israel tax treaty does not relate to U.S. state or local taxes.

Capital
gain exemption to non Israeli shareholders which will apply even in circumstances that
Israel could tax according to the relevant tax treaty. Section 97(B3) determines that in
order for a non Israeli resident who is a resident of a contracting state [i.e. a country
with which Israel has a double taxation treaty] to be exempt from Israeli capital
gains on the sale of shares in an Israeli resident company, the seller must comply with
the following:

| |  | The
shares were purchased between 31.7.2005 to 31.12.2008
| | - | ---------------------------------------------------------

| |  | A
request must be filed at the time to report the future sale
| | - | -------------------------------------------------------------

| |  | The
capital gain is not attributed to a Permanent Establishment the foreign resident has in
Israel
| | - | --------------------------------------------------------------------------------------------------

| |  | He
was a resident of a contracting state for a period of at least 10 consecutive years
before the                       purchase of the shares
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------

| |  | If
the foreign resident is a corporation then it is necessary that at least 75% of the
control in the corporation were held, consecutively by individuals who were
themselves, residents of a contracting state for at least 10 consecutive years
before the shares were purchased
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
shares were not purchased from a related party
| | - | --------------------------------------------------

| |  | A
notice on the purchase was given to the Israeli Tax Authorities 30 days from purchase
| | - | ---------------------------------------------------------------------------------------

| |  | A
report on the sale of shares was filed in country of his residency
| | - | --------------------------------------------------------------------

Taxation
of Non-Resident Holders of Shares. Non-residents of Israel are subject to income tax
on income accrued or derived from sources in Israel. Under the amendment, capital gain is
deemed to accrue or derive in Israel in the case of sale of shares of an Israeli company
(see above in Section Capital Gains Tax on Sales of Our Ordinary Shares).

Non-residents
of Israel are subject to tax on income accrued or derived from sources in Israel. These
sources of income include passive income such as dividends, royalties and interest, as
well as non-passive income, such as income received for services rendered in Israel. On
distribution of dividends other than bonus shares, income tax is withheld at source, at
the rate of 25%, (or 12.5% for dividends not generated by an approved enterprise if the
non-resident is a U.S. corporation and holds at least 10% of our voting power throughout a
certain period, and 15% for dividends generated by an approved enterprise), unless in each
case a different rate is provided in a treaty between Israel and shareholders
country of residence. Under the U.S.-Israel tax treaty, the maximum tax on dividends paid
to a holder of ordinary shares who is a U.S. resident will be 25%. However, under the
Investment Law, dividends generated by an approved enterprise are taxed at the rate of
15%.

75

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Foreign
Exchange Regulations. We are permitted to pay in Israeli and non-Israeli currency:

| |  | dividends
to holders of our ordinary shares; and
| | - | ------------------------------------------------

| |  | any
amounts payable with respect to our ordinary shares upon our dissolution, liquidation or
winding up.
| | - | --------------------------------------------------------------------------------------------------------

If
we make any payments in Israeli currency, the payments may be converted into freely
repatriable dollars at the rate of exchange prevailing at the time of conversion.

# Material United States
Federal Income Consequences

The
following is a summary of the material United States federal income tax consequences of
the acquisition, ownership and disposition of our ordinary shares by United States holders
(as defined below). This summary is based upon the United States Internal Revenue Code of
1986, as amended, applicable Treasury Regulations promulgated and proposed under the
Internal Revenue Code, judicial authority and current administrative rulings and
practices, all of which are subject to change, possibly with retroactive effect or
different interpretations. We have not sought any rulings from the United States Internal
Revenue Service, or the IRS, with respect to the matters discussed below, and we cannot
provide any assurance that the IRS or a court will agree with our conclusions. The
discussion below assumes that you will hold the ordinary shares as capital assets.

THE
FOLLOWING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION AND IS NOT INTENDED TO BE,
AND SHOULD NOT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE. ACCORDINGLY, EACH UNITED STATES
HOLDER IS URGED TO CONSULT A TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE, LOCAL OR
NON-U.S. TAX CONSEQUENCES OF HOLDING AND DISPOSING OF ORDINARY SHARES.

This
discussion is not a comprehensive description of all of the tax consequences that may be
relevant to United States holders of ordinary shares, and you should consult your
professional advisor as to the tax consequences of the acquisition, ownership and
disposition of our ordinary shares. In particular, this discussion does not address your
tax treatment if you are subject to special tax rules under United States federal income
tax law, for example, if you are:

| |  | a
bank, life insurance company or other financial institution, or "financial services
entity",
| | - | ----------------------------------------------------------------------------------------------

| |  | a
regulated investment company, real estate investment trust or grantor trust,
| | - | ------------------------------------------------------------------------------

| |  | a
broker or dealer in securities or foreign currency,
| | - | -----------------------------------------------------

| |  | a
person who has a functional currency other than the United States dollar,
| | - | ---------------------------------------------------------------------------

| |  | a
United States holder who acquires ordinary shares in connection with employment or other
performance of services, or who acquires ordinary shares in the form of bonus shares from
us,
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a
United States holder subject to the alternative minimum tax,
| | - | --------------------------------------------------------------

| |  | a
United States holder who owns, or is deemed to own, at least 10% or more, by voting power
or value, of               our shares,
| | - | ----------------------------------------------------------------------------------------------------------------------------------

| |  | a
United States holder who owns ordinary shares as part of a hedge or as part of a hedging
transaction, straddle, conversion transaction, constructive sale transaction or other
risk-reduction transaction for United States federal income tax purposes,
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

76

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| |  | a
tax-exempt entity,
| | - | --------------------

| |  | a
person who owns ordinary shares through a partnership or other fiscally transparent
entity, or
| | - | ------------------------------------------------------------------------------------------------

| |  | a
United States holder that expatriates out of the United States, or a former long-term
resident of the United States.
| | - | ----------------------------------------------------------------------------------------------------------------------

Further,
this description does not address any United States federal estate and gift tax
consequences, nor any state, local or foreign tax consequences relating to the
acquisition, ownership and disposition of our ordinary shares.

For
purposes of this discussion, you are a United States holder if you are:

(i)       
          an individual citizen or resident of the United States, including an alien
          individual who is a lawful permanent resident of the United States or meets the
          substantial presence residency test under United States federal income tax laws,

(ii)       
          a corporation (or other entity treated as a corporation for United States
          federal tax purposes), or a partnership (other than a partnership that is not
          treated as a US person under any applicable Treasury Regulations), created or
          organized in or under the laws of the United States, any of its states or the
          District of Columbia,

(iii)       
          an estate the income of which is subject to US federal income taxation
          regardless of its source,

(iv)       
          a trust if a court within the United States is able to exercise primary
          supervision over the administration of the trusts and one or more US persons
          have the authority to control all substantial decisions of the trust, or a trust
          that has valid election in effect to be treated as a US person, or

(v)       
          any person otherwise subject to United States federal income tax on a net income
          basis in respect of ordinary shares, if such status as a United States holder is
          not overridden pursuant to the provisions of an applicable tax treaty.

# Distributions on
Ordinary Shares

We
do not at this time anticipate paying any dividends. But, if we do distribute property to
you in the future, then subject to the discussion below under Passive Foreign
Investment Company Considerations, the following rules regarding distributions will
generally apply.

Distributions
you receive from us with respect to your ordinary shares, including any related tax
withheld by Israel, will constitute dividends for US federal income tax purposes to the
extent paid out of our current or accumulated earnings and profits as determined for US
federal income tax purposes. To the extent that a distribution exceeds our available
earnings and profits, it will be treated as a nontaxable return of capital to the extent
of your adjusted tax basis in the ordinary shares (reducing such adjusted tax basis dollar
for dollar), and thereafter as capital gain.

Dividends
you receive generally will be treated as foreign source dividend income and will not be
eligible for the dividends-received deduction allowed to corporate shareholders under the
Internal Revenue Code.

For
a temporary period beginning with taxable years beginning in 2003 and ending with taxable
years beginning after December 31, 2010, qualified dividend income will
generally be subject to a maximum U.S. federal income tax rate of 15% for non-corporate
United States holders. For this purpose, qualified dividend income means,
inter alia, dividends received from a qualified foreign corporation. A
qualified foreign corporation is a corporation that: (i) is entitled to the
benefits of a comprehensive income tax treaty with the United States (which includes an
exchange of information program), or (ii) is readily tradeable on an established
securities market in the United States. However, dividends will not qualify for the
preferential rate if we are treated, in the year the dividend is paid or in a prior year,
as passive foreign investment company, or PFIC (described below under Passive
Foreign Investment Company Considerations.). The IRS has stated that the Israel/U.S.
Tax Treaty satisfies the requirement and we believe that we are eligible for the benefits
of that treaty. Additionally, because our shares trade on the NASDAQ Global Market, any
dividends we pay on shares traded on the NASDAQ Global Market during that period should
generally constitute qualified dividend income, unless, in the year we pay a
dividend or in the prior year, we are a PFIC. If we are not a PFIC in the year the
dividend is paid or in a prior year, dividend distributions with respect to our ordinary
shares should be treated as qualified dividend income, subject to the United States holder
satisfying holding period and other requirements described below. A United States holder
will not be entitled to the preferential rate: (a) if the U.S. holder has not held the
ordinary shares or ADRs for at least 61 days of the 121-day period beginning on the date
which is 60 days before the ex-dividend date, or (b) to the extent the U.S. holder is
under an obligation to make related payments on substantially similar property. Any days
during which the U.S. holder has diminished its risk of loss on our shares are not counted
towards meeting the 61-day holding period. Finally, U.S. holders who elect to treat the
dividend income as investment income pursuant to section 163(d)(4) of the Code
will not be eligible for the preferential rate of taxation.

77

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The
amount of any distribution we make to you will equal the fair market value in United
States dollars of the Israeli Shekels or other property you receive, including the amount
of any related withheld tax, on the date of distribution, which, in the case of a
distribution paid in Israeli Shekels will be based on the exchange rate on the date of
your receipt. For United States federal income tax purposes, you will have a basis in any
Israeli Shekels you receive equal to the dollar value of the Israeli Shekels on the date
of payment. Any gain or loss that you recognize upon a subsequent disposition of these
Israeli Shekels will generally be ordinary income or loss.

Subject
to the limitations set forth in the Internal Revenue Code, U.S. holders may elect to claim
a foreign tax credit against their U.S. income tax liability for Israeli income tax
withheld from distributions received in respect of ordinary shares. In general, these
rules limit the amount allowable as a foreign tax credit in any year to the amount of
regular U.S. income tax for the year attributable to foreign taxable income. This
limitation on the use of foreign tax credits generally will not apply to an electing
individual U.S. holder whose creditable foreign taxes during the year do not exceed $300,
or $600 for joint filers, if such individuals gross income for the tax year from
non-U.S. sources consists solely of certain passive income. A U.S. holder will be denied a
foreign tax credit with respect to Israeli income tax withheld from dividends received
with respect to the ordinary shares if such U.S. holder has not held the ordinary shares
for at least 16 days out of the 31 day period beginning on the date that is 15 days before
the ex-dividend date or to the extent that such U.S. holder is under an obligation to make
certain related payments with respect to substantially similar or related property. Any
day during which a U.S. holder has substantially diminished its risk of loss with respect
to the ordinary shares will not count toward meeting the 16-day holding period referred to
above. A U.S. holder will also be denied a foreign tax credit if the U.S. holder holds
ordinary shares in an arrangement in which the U.S. holders reasonably expected
economic profit is insubstantial compared to the foreign taxes expected to be paid or
accrued. The rules relating to the determination of the foreign tax credit are complex,
and U.S. holders should consult their own tax advisors to determine whether and to what
extent they would be entitled to such credit. U.S. holders that do not elect to claim a
foreign tax credit may instead claim a deduction for Israeli income tax withheld, provided
such holders itemize their deductions.

# Sale, Exchange, or Other
Taxable Disposition of Our Ordinary Shares

Subject
to the discussion below under Passive Foreign Investment Company
Considerations, the following rules will generally apply to the sale, exchange or
other disposition of our ordinary shares by a US holder.

In
general, a US holder will recognize gain or loss upon the sale, exchange or other
disposition of an ordinary share equal to his amount realized in the disposition less the
adjusted income tax basis in the ordinary share. A US holders initial income tax
basis in any ordinary shares, will be the U.S. dollar amount paid for the ordinary shares,
or the U.S. dollar equivalent of the fair market value of any property, including foreign
currency, you exchanged for the ordinary shares as of the date of exchange. The amount
realized is the amount of cash and the fair market value of property received, including
the United States dollar value on the date of the disposition of the amount realized in
Israeli Shekels.

Gain
or loss recognized upon the sale, exchange or other disposition of an ordinary share will
generally be capital gain or loss, and will generally be long-term capital gain or loss if
the holding period in the disposed of ordinary shares exceeds one year. Special rates of
tax apply to long-term capital gains recognized by non-corporate US holders. Under most
circumstances, the gain or loss will be treated as US source income for US foreign tax
credit purposes. However, Treasury Regulations generally require a loss to be allocated to
foreign source income to the extent certain dividends were received by the taxpayer within
a 24-month period preceding the date on which the taxpayer recognized the loss. The
deductibility of the loss realized on the sale, exchange or other disposition of ordinary
shares is subject to limitations.

78

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# Passive Foreign
Investment Company Considerations

Special
US federal income tax rules apply to a US holder who owns shares of a corporation that was
at any time during the US holders holding period a passive foreign investment
company, or a PFIC. A non-US corporation will be classified as a PFIC for US federal
income tax purposes in any taxable year in which, after applying look-through rules for
lower tier affiliates, either (1) at least 75% of its gross income (including the pro-rata
share of gross income of any U.S. or foreign company which such United States corporation
owns (or is considered to own), 25% or more of the shares by value) is passive
income, or (2) at least 50% of the gross value of its assets (including the pro-rata
share of the assets of any U.S. or foreign company which the non-US corporation owns (or
is considered to own) 25% or more of the shares by value) is attributable to assets that
produce passive income or are held for the production of passive income. Passive income
for this purpose generally includes dividends, interest, royalties, rents and gains from
commodities and securities transactions.

Based
on our estimated gross income, the average value of our gross assets (assuming that we are
entitled to value our intangible assets using the methods suggested for publicly traded
corporations) and the nature of our business, we believe that we will not be considered
PFIC for our current taxable year, and there is only a small chance that we will be a PFIC
in the foreseeable future. Since PFIC status is a factual determination that must be made
annually and is therefore subject to change, our status in current and future years
depends on our assets and activities in those years. Because the market price of our
ordinary shares is likely to fluctuate and because the market price of the shares of
technology companies has been especially volatile, we cannot assure you whether or not we
will be considered a PFIC for any taxable year. Also, because PFIC status is in part based
on facts on and through December 31 of each year, it is not possible to determine whether
we will have become a PFIC for a calendar year until after the close of the year, when we
finalize our financial information on and through December 31. In addition, we cannot
provide any assurance that the applicable tax law will not change in a manner which
adversely affects our PFIC determination. If we were a PFIC for a taxable year, a US
holder could be subject to interest charges and higher tax rates with respect to any gain
from the sale or exchange of, and certain distributions with respect to our ordinary
shares.

If
we are or become a PFIC, a US holder of our ordinary shares could make a variety of
elections that may alleviate the tax consequences referred to above. However, it is
expected that the conditions necessary for making an election to treat us as a qualified
electing fund under the PFIC rules will not be available. You should consult your tax
advisor regarding our potential status as a PFIC and the tax consequences to you that
would arise if we were treated as a PFIC.

# Backup Withholding and
Information Reporting

If
you hold ordinary shares, you may be subject to information reporting and backup
withholding of US federal income tax with respect to cash payments in respect of dividends
or the gross proceeds from dispositions. The backup withholding rate is currently 28%.
However, you will not be subject to backup withholding if you properly execute, under
penalties of perjury, an IRS Form W-9 or a substantially similar form in which you provide
your correct taxpayer identification number, certify that it is correct, certify that you
are a US person, and certify as to one of the following conditions: (1) you are not
subject to backup withholding because you are a corporation or come within another
enumerated exempt category, (2) you have not been notified by the IRS that you are subject
to backup withholding, or (3) you have been notified by the IRS that you are no longer
subject to backup withholding. Backup withholding will not apply with respect to payments
made to certain exempted participants, such as corporations and tax-exempt organizations.
Backup withholding is not an additional tax and may be claimed as a credit against the
U.S. federal income tax liabilities of a United States holder, provided that the required
information is timely furnished to the IRS.

The
above description is not intended to constitute a complete analysis of all tax
consequences relating to the ownership or disposition of our ordinary shares by a United
States holder. You should consult your own tax advisor concerning the tax consequences of
your particular situation, as well as any tax consequences that may arise under the laws
of any state, local, foreign, or other taxing jurisdiction.

|F. | DIVIDENDS
AND PAYING AGENTS
|-- | ---------------------------

Not
applicable.

79

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|G. | STATEMENT
BY EXPERTS
|-- | --------------------

Not
applicable.

|H. | DOCUMENTS
ON DISPLAY
|-- | --------------------

We
are subject to the informational requirements of the Securities Exchange Act of 1934, as
amended, applicable to foreign private issuers and fulfill the obligation with respect to
such requirements by filing reports with the Securities and Exchange Commission. As a
foreign private issuer, we are exempt from the rules under the Exchange Act prescribing
the furnishing and content of proxy statements, and our officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery
provisions contained in Section 16 of the Exchange Act. In addition, we are not required
under the Exchange Act to file periodic reports and financial statements with the
Securities and Exchange Commission as frequently or as promptly as United States companies
whose securities are registered under the Exchange Act. You may read and copy any document
we file with the Securities and Exchange Commission without charge at the Securities and
Exchange Commissions public reference room at 100 F Street, N.E., Washington D.C.
20549. Copies of such material may be obtained by mail from the Public Reference Branch of
the Securities and Exchange Commission at such address, at prescribed rates. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the
public reference room. A copy of each report submitted in accordance with applicable
United States law is also available for public review at our principal executive offices.

In
addition, the Securities and Exchange Commission maintains an Internet website at
http://www.sec.gov that contains reports, proxy statements, information statements and
other material that are filed through the Securities and Exchange Commissions
Electronic Data Gathering, Analysis and Retrieval, or EDGAR, system.

|I. | SUBSIDIARY
INFORMATION
|-- | ----------------------

Not
applicable.

|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

For
disclosure regarding our market risk exposure, see Item 5.  Operating and
Financial Review and Prospects above.

|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|-------- | ------------------------------------------------------

Not
applicable.

# PART II

|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|-------- | -----------------------------------------------

There
are no defaults, dividend arrearages or delinquencies that are required to be disclosed.

|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|-------- | ----------------------------------------------------------------------------

Not
applicable.

|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure
controls and procedures

Our
management, including our chief executive officer, or CEO, and chief financial officer, or
CFO, are responsible for establishing and maintaining our disclosure controls and
procedures (within the meaning of Rule 13a-15(e) of the Securities Exchange Act of
1934). These controls and procedures were designed to ensure that information required to
be disclosed in the reports that we file under the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the
SEC and that such information was made known to our management, including our CEO and CFO,
by others within the Company, as appropriate to allow timely decisions regarding required
disclosure. We evaluated these disclosure controls and procedures under the supervision of
our CEO and CFO as of December 31, 2007. Based upon that evaluation, our management,
including our CEO and CFO, concluded that our disclosure controls and procedures are
effective.

80

---

---

Managements
annual report on internal control over financial reporting

Our
management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange
Act. Our internal control over financial reporting policies and procedures are designed
under the supervision of the CEO and CFO to provide reasonable assurance regarding the
reliability of the financial reporting and preparation of the financial statements for the
external reporting purposes in accordance with U.S. GAAP. Under the supervision and with
the participation of our management, including our chief executive officer and chief
financial officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework inInternal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.

Because
of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Based
on our evaluation under the framework inInternal ControlIntegrated
Framework, our management concluded that our internal control over financial reporting
was effective as of December 31, 2007.

Our
independent auditors have issued an audit report on the effectiveness of our internal
control over financial reporting. This report is included under Item 18 on pages F-2
 F-3.

Changes
in internal control over financial reporting

There
has been no change in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal year ended
December 31, 2007 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
|--------- | --------------------------------

Our
board of directors has determined that Eli Akavia, a member of its audit committee, is an
audit committee financial expert, as defined in Item 401 of Regulation S-K. Mr. Akavia
qualifies as an independent director under the NASDAQ rules.

|ITEM 16B. | CODE OF ETHICS
|--------- | --------------

We
have adopted a Code of Business Conduct and Ethics that applies to our directors,
executive and financial officers and all of our employees. The Code of Business Conduct
and Ethics is publicly available on our website at www.otiglobal.com and we will provide
persons with a written copy upon written request made to. If we make any substantive
amendments to the Code of Business Conduct and Ethics or grant any waivers, including any
implicit waiver, from a provision of these codes to our chief executive officer, chief
financial officer or corporate controller, we will disclose the nature of such amendment
or waiver on our website.

|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------

Policy on Pre-Approval of Audit
and Non-Audit Services of Independent Auditors

Our
audit committee is responsible for the oversight of our independent auditors work.
The audit committees policy is to pre-approve all audit and non-audit services
provided by Somekh Chaikin (a member of KPMG International). These services may include
audit services, audit-related services, tax services and other services, as further
described below. The audit committee sets forth the basis for its pre-approval in detail,
listing the particular services or categories of services which are pre-approved, and
setting forth a specific budget for such services. Additional services may be pre-approved
by the audit committee on an individual basis. Once services have been pre-approved,
Somekh Chaikin and our management then report to the audit committee on a periodic basis
regarding the extent of services actually provided in accordance with the applicable
pre-approval, and regarding the fees for the services performed.

81

---

---

# Principal Accountant
Fees and Services

We
paid the following fees for professional services rendered by KPMG International for the
years ended December 31:

|               | 2007 | 2006
|-------------- | ---- | ----
|
|
|
|
|Audit fees (1) |      |     
|               |      |     
|Tax fees (2)   |      |     
|               |      |     
|All other fees |      |     
|               |      |     
|               |      |     
|               |      |     

(1)
          The audit fees for the years ended December 31, 2007 and 2006, are the
aggregate           fees billed (for the year) for the professional services rendered for
the audits           of our 2007 and 2006 annual consolidated financial statements,
review of           consolidated quarterly financial statements of 2007 and 2006,
statutory audits           of us and our subsidiaries, consents and assistance with
review of documents           filed with the SEC.

(2)
          Tax fees are the aggregate fees billed (in the year) for professional services
          rendered for tax compliance, tax advice on actual or contemplated transactions
          and tax planning.

(3)
          All other fees are the aggregate fees billed (in the year) for professional
          services compliance with Sarbanes-Oxley Act requirements.

# Pre-Approval Policies
and Procedures

Our
audit committee pre-approved all audit and non-audit services provided to us and to our
subsidiaries during the periods listed above. The committee approves discrete projects on
a case-by-case basis that may have a material effect on our operations and also considers
whether proposed services are compatible with the independence of the public accountants.

|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|--------- | ----------------------------------------------------------

Not
applicable.

|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|--------- | ----------------------------------------------------------------------

None.

82

---

---

# PART III

|ITEM 17. | FINANCIAL
STATEMENTS
|-------- | --------------------

The
Company has elected to furnish financial statements and related information specified in
Item 18.

|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

# Index to the Financial
Statements of the Registrant

|                                                                                  |          
|--------------------------------------------------------------------------------- | ---------
|
|
|
|
|Report of Independent Registered Public Accounting Firm                           | F-2-F-3  
|Consolidated Balance Sheets                                                       | F-4-F-5  
|Consolidated Statements of Operations                                             | F-6      
|Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Loss | F-7      
|Consolidated Statements of Cash Flows                                             | F-8-F-9  
|Notes to the Consolidated Financial Statements                                    | F-10-F-46

|ITEM 19. | EXHIBITS
|-------- | --------

|Exhibit No. | Description
|----------- | -----------

|1 | Articles
of Association. (5)
|- | ----------------------------

|2 | Specimen
share certificate (1).
|- | -------------------------------

|4.1 | Original
Section 102 Share Option Plan of the Registrant.(2)
|--- | ------------------------------------------------------------

|4.2 | Stock
Compensation Program and Stock Award Agreement of OTI America, Inc.(1)
|--- | ----------------------------------------------------------------------------

|4.3 | 2008
Employee Stock Purchase Plan of the Registrant. (4)
|--- | --------------------------------------------------------

|4.4 | 2001
Employee Share Purchase Plan of the Registrant.(1)
|--- | -------------------------------------------------------

|4.5 | 2001
Share Option Plan of the Registrant.(1)
|--- | --------------------------------------------

|4.6 | Application
to Approve a Trustee for an Option Plan pursuant to Section 102 of the Income Tax
                 Ordinance; and Deed of Trust. (2)
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|4.7 | Long
Term Lease Agreement, dated as of March 6, 2002 by and between the Israel Lands Authority
and                  the Registrant.(1)
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|4.8 | Irrevocable
Proxy, dated as of June 27, 2003, for the benefit of Oded Bashan. (3)
|--- | ---------------------------------------------------------------------------------

|4.9 | Form
of Securities Purchase Agreement between the Registrant and various investors, dated as
of April 29, 2004, incorporated by reference to the Companys 6-K form furnished to
the SEC on April 29, 2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.10 | Form
of Securities Purchase Agreement between the Registrant and various investors, dated as
of October 27, 2005, incorporated by reference to the Companys 6-K form furnished
to the SEC on November 8, 2005.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8 | List
of subsidiaries (Filed herewith).
|- | --------------------------------------

|12.1 | Certification
of Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act
of 1934.
|---- | ---------------------------------------------------------------------------------------------------------------

|12.2 | Certification
of Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act
of 1934.
|---- | ---------------------------------------------------------------------------------------------------------------

|13.1 | Certification
of Chief Executive Officer, pursuant Rule 13a-14(b) under the Securities Exchange Act of
1934, and 18 U.S.C. Section 1350.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------

|13.2 | Certification
of Chief Financial Officer, pursuant Rule 13a-14(b) under the Securities Exchange Act
 of 1934, and 18 U.S.C. Section 1350.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------

|15 | Consent
of Independent Registered Public Accounting Firm
|-- | --------------------------------------------------------

83

---

---

|(1) | Previously
          filed with the Companys Registration Statement on Form F-1, filed on June
          14, 2002.
|--- | -------------------------------------------------------------------------------------------------------------------

|(2) | Previously
filed with an amendment to the Companys Registration           Statement on
Form F-1, filed on September 11, 2002.
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(3) | Previously
filed with the Companys Registration Statement on Form F-1,           filed on
September 12, 2003.
|--- | --------------------------------------------------------------------------------------------------------------

|(4) | Previously
filed with the Companys Registration Statement on Form S-8,           filed on
March 6, 2008.
|--- | ---------------------------------------------------------------------------------------------------------

|(5) | Previously
filed with the Companys Registration Statement on Form F-20,           filed on
July 25, 2007
|--- | ---------------------------------------------------------------------------------------------------------

84

---

---

On Track Innovations Ltd.
and its Subsidiaries
Consolidated Financial Statements
As of December 31, 2007



---

---

|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
and its subsidiaries           
|                                                         
|Consolidated Financial Statements as of December 31, 2007
|                                                         

|                                                                         |            
|------------------------------------------------------------------------ | -----------
|Contents                                                                 |            
|                                                                         |            
|                                                                         | Page       
|                                                                         |            
|Report of Independent Registered Public Accounting Firm                  | F-2  F-3  
|                                                                         |            
|Consolidated Balance Sheets                                              | F-4  F-5  
|                                                                         |            
|Consolidated Statements of Operations                                    | F-6        
|                                                                         |            
|Consolidated Statements of Shareholders Equity and Comprehensive
  Loss | F-7        
|                                                                         |            
|Consolidated Statements of Cash Flows                                    | F-8  F-9  
|                                                                         |            
|Notes to the Consolidated Financial Statements                           | F-10  F-46

---

---



Report of Independent Registered
Public Accounting Firm

To the Board of Directors and
Shareholders 
On Track Innovations Ltd.

We have
audited the accompanying consolidated balance sheets of On Track Innovations
Ltd. (the Company) and its subsidiaries as of December 31, 2007 and 2006 and
the related consolidated statements of operations, shareholders equity and
comprehensive loss and cash flows for each of the years in the three year
period ended December 31, 2007. We also have audited the Companys internal
control over financial reporting as of December 31, 2007, based on criteria established in Internal
Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
The Companys management is responsible for these consolidated financial
statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over
financial reporting, included in Managements Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on these
consolidated financial statements and an opinion on the Companys internal
control over financial reporting based on our audits.

We conducted
our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal
control over financial reporting was maintained in all material respects. Our
audits of the consolidated
financial statements included examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. Our audit of internal
control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk.  Our audits also included performing such
other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.

A companys internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. A companys internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a
material effect on the financial statements.

F-2

---

---



Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company and its subsidiaries
as of December 31, 2007 and 2006 and the results of their operations and their
cash flows for each of the years in the three-year period ended December 31,
2007, in conformity with U.S. generally accepted accounting principles. Also in
our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control
- Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.

As discussed
in the Note 2 to the consolidated financial statements, effective
January 1, 2006, the Company changed its method of accounting for stock-based
compensation upon adoption of Statement of Financial Accounting Standards
No. 123(R), Share-Based Payment.

/s/ Somekh Chaikin
Certified Public Accountants (Isr.)
Member Firm of KPMG International

Tel Aviv,
Israel
March 31, 2008

F-3

---

---



|                                                       
|-------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries       
|                                                       
|Consolidated Balance Sheets                            
|                                                       
|                                                       
|US dollars in thousands except share and per share data

|                                                                                                                                 |  |              |         |      |   |         | 
|-------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ---- | - | ------- | 
|                                                                                                                                 |  | December 31, |        
|                                                                                                                                 |  |              |        
|                                                                                                                                 |  | 2006         |         | 2007 |  
|                                                                                                                                 |  |              |         |      |  
|                                                                                                                                 |  |              |         |      |  
|Assets                                                                                                                           |  |              |         |      |   |         | 
|                                                                                                                                 |  |              |         |      |   |         | 
|Current assets                                                                                                                   |  |              |         |      |   |         | 
|Cash and cash equivalents                                                                                                        |  | $            | 30,049  |      | $ | 35,470  | 
|Short-term investments                                                                                                           |  |              | 18,232  |      |   | 6,379   | 
|Trade receivables (net of allowance for
  doubtful accounts of $234 and $2,767 as of December 31, 2006 and 2007,
  respectively) |  |              | 10,155  |      |   | 8,028   | 
|Other receivables and prepaid expenses                                                                                           |  |              | 2,109   |      |   | 3,636   | 
|Inventories                                                                                                                      |  |              | 10,344  |      |   | 13,242  | 
|                                                                                                                                 |  |              |         |      |   |         | 
|                                                                                                                                 |  |              |         |      |   |         | 
|Total current assets                                                                                                             |  |              | 70,889  |      |   | 66,755  | 
|                                                                                                                                 |  |              |         |      |   |         | 
|                                                                                                                                 |  |              |         |      |   |         | 
|Severance pay deposits fund                                                                                                      |  |              | 1,087   |      |   | 1,576   | 
|                                                                                                                                 |  |              |         |      |   |         | 
|Long-term receivables                                                                                                            |  |              | 1,043   |      |   | -       | 
|                                                                                                                                 |  |              |         |      |   |         | 
|Investment in an affiliated company                                                                                              |  |              | 1,627   |      |   | 1,382   | 
|                                                                                                                                 |  |              |         |      |   |         | 
|Property, plant and equipment, net                                                                                               |  |              | 13,318  |      |   | 20,851  | 
|                                                                                                                                 |  |              |         |      |   |         | 
|Intangible assets, net                                                                                                           |  |              | 5,823   |      |   | 4,509   | 
|                                                                                                                                 |  |              |         |      |   |         | 
|Goodwill                                                                                                                         |  |              | 23,387  |      |   | 23,387  | 
|                                                                                                                                 |  |              |         |      |   |         | 
|                                                                                                                                 |  |              |         |      |   |         | 
|                                                                                                                                 |  |              |         |      |   |         | 
|Total assets                                                                                                                     |  | $            | 117,174 |      | $ | 118,460 | 
|                                                                                                                                 |  |              |         |      |   |         | 

F-4

---

---



|                                                       
|-------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries       
|                                                       
|Consolidated Balance Sheets                            
|                                                       
|                                                       
|US dollars in thousands except share and per share data

|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ---- | - | ------- | -
|                                                                                                                                                                                                                                                                                                                                          |  | December 31, |        
|                                                                                                                                                                                                                                                                                                                                          |  |              |        
|                                                                                                                                                                                                                                                                                                                                          |  | 2006         |         | 2007 |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |  
|Liabilities and Shareholders Equity                                                                                                                                                                                                                                                                                                      |  |              |         |      |   |         |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|Current Liabilities                                                                                                                                                                                                                                                                                                                       |  |              |         |      |   |         |  
|Short-term bank credit and current
  maturities of long-term bank loans                                                                                                                                                                                                                                                                   |  | $            | 498     |      | $ | 5,336   |  
|Trade payables                                                                                                                                                                                                                                                                                                                            |  |              | 6,869   |      |   | 10,291  |  
|Other current liabilities                                                                                                                                                                                                                                                                                                                 |  |              | 3,331   |      |   | 5,344   |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|Total current liabilities                                                                                                                                                                                                                                                                                                                 |  |              | 10,698  |      |   | 20,971  |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|Long-Term Liabilities                                                                                                                                                                                                                                                                                                                     |  |              |         |      |   |         |  
|Long-term loans, net of current maturities                                                                                                                                                                                                                                                                                                |  |              | 2,117   |      |   | 2,432   |  
|Accrued severance pay                                                                                                                                                                                                                                                                                                                     |  |              | 3,209   |      |   | 3,981   |  
|Deferred tax liabilities                                                                                                                                                                                                                                                                                                                  |  |              | 992     |      |   | 728     |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|Total long-term liabilities                                                                                                                                                                                                                                                                                                               |  |              | 6,318   |      |   | 7,141   |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|Total liabilities                                                                                                                                                                                                                                                                                                                         |  |              | 17,016  |      |   | 28,112  |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|Commitments and Contingencies                                                                                                                                                                                                                                                                                                             |  |              |         |      |   |         |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|Minority interests                                                                                                                                                                                                                                                                                                                        |  |              | 1,004   |      |   | -       |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|Shareholders Equity                                                                                                                                                                                                                                                                                                                      |  |              |         |      |   |         |  
|Ordinary shares of NIS 0.1 par value: Authorized
   50,000,000 shares as of December 31, 2006 and December 31, 2007; issued
  18,592,880 and 19,627,068 shares as of December 31, 2006 and December 31,
  2007, respectively; outstanding 18,243,539 and 19,434,011 shares as of December 31, 2006 and December 31, 2007,
  respectively |  |              | 431     |      |   | 454     |  
|Additional paid-in capital                                                                                                                                                                                                                                                                                                                |  |              | 163,102 |      |   | 174,494 |  
|Accumulated other comprehensive income                                                                                                                                                                                                                                                                                                    |  |              | 424     |      |   | 846     |  
|Accumulated deficit                                                                                                                                                                                                                                                                                                                       |  |              | (64,803 | )    |   | (85,446 | )
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|Total shareholders equity                                                                                                                                                                                                                                                                                                                |  |              | 99,154  |      |   | 90,348  |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  
|Total liabilities and shareholders equity                                                                                                                                                                                                                                                                                                |  | $            | 117,174 |      | $ | 118,460 |  
|                                                                                                                                                                                                                                                                                                                                          |  |              |         |      |   |         |  

The
accompanying notes are an integral part of the consolidated financial
statements.

F-5

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Consolidated Statements of Operations                    
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | --------- | ---- | - | ---------- | - | - | ---------- | -
|                                                                                                                                                                      |  | Year ended December 31, |          
|                                                                                                                                                                      |  | 2005                    |           | 2006 |   | 2007       |  
|                                                                                                                                                                      |  |                         |           |      |   |            |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Revenues                                                                                                                                                              |  |                         |           |      |   |            |   |   |            |  
|Sales                                                                                                                                                                 |  | $                       | 32,266    |      | $ | 35,171     |   | $ | 40,854     |  
|Licensing and transaction fees                                                                                                                                        |  |                         | 3,398     |      |   | 5,382      |   |   | 2,631      |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Total revenues                                                                                                                                                        |  |                         | 35,664    |      |   | 40,553     |   |   | 43,485     |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Cost of Revenues                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Sales                                                                                                                                                                 |  |                         | 21,629    |      |   | 21,871     |   |   | 25,918     |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Total cost of revenues                                                                                                                                                |  |                         | 21,629    |      |   | 21,871     |   |   | 25,918     |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Gross profit                                                                                                                                                          |  |                         | 14,035    |      |   | 18,682     |   |   | 17,567     |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Operating Expenses                                                                                                                                                    |  |                         |           |      |   |            |   |   |            |  
|Research and development                                                                                                                                              |  |                         | 5,405     |      |   | 7,065      |   |   | 12,265     |  
|Less - participation by the Office of the Chief
Scientist                                                                                                             |  |                         | 618       |      |   | -          |   |   | -          |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Research and development, net                                                                                                                                         |  |                         | 4,787     |      |   | 7,065      |   |   | 12,265     |  
|Selling and marketing                                                                                                                                                 |  |                         | 7,620     |      |   | 7,072      |   |   | 9,670      |  
|General and administrative                                                                                                                                            |  |                         | 9,666     |      |   | 11,948     |   |   | 17,593     |  
|Amortization of intangible assets                                                                                                                                     |  |                         | 700       |      |   | 821        |   |   | 1,314      |  
|Expenses relating to raising of Capital, exchange of
subsidiarys
  employees equity interests in equity interest of the Company and acquisitions
  in the Far East.* |  |                         | 1,768     |      |   | -          |   |   | -          |  
|Gain from sale of subsidiary                                                                                                                                          |  |                         | (374      | )    |   | (122       | ) |   | -          |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Total operating expenses                                                                                                                                              |  |                         | 24,167    |      |   | 26,784     |   |   | 40,842     |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Operating loss                                                                                                                                                        |  |                         | (10,132   | )    |   | (8,102     | ) |   | (23,275    | )
|Financial income                                                                                                                                                      |  |                         | 897       |      |   | 2,459      |   |   | 2,800      |  
|Financial expenses                                                                                                                                                    |  |                         | (228      | )    |   | (747       | ) |   | (938       | )
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Financial income, net                                                                                                                                                 |  |                         | 669       |      |   | 1,712      |   |   | 1,862      |  
|Other expenses, net                                                                                                                                                   |  |                         | (84       | )    |   | (75        | ) |   | (136       | )
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Loss before taxes on income                                                                                                                                           |  |                         | (9,547    | )    |   | (6,465     | ) |   | (21,549    | )
|Income tax benefit                                                                                                                                                    |  |                         | 175       |      |   | 323        |   |   | 226        |  
|Equity in loss of affiliate                                                                                                                                           |  |                         | -         |      |   | (1,087     | ) |   | (358       | )
|Minority share in loss (income) of subsidiary                                                                                                                         |  |                         | (185      | )    |   | 625        |   |   | 1,038      |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Loss before extraordinary item                                                                                                                                        |  |                         | (9,557    | )    |   | (6,604     | ) |   | (20,643    | )
|Extraordinary item                                                                                                                                                    |  |                         | 444       |      |   | -          |   |   | -          |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Net loss                                                                                                                                                              |  | $                       | (9,113    | )    | $ | (6,604     | ) | $ | (20,643    | )
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Basic and diluted net loss per ordinary share
from:                                                                                                                   |  |                         |           |      |   |            |   |   |            |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Loss before extraordinary item                                                                                                                                        |  | $                       | (1.01     | )    | $ | (0.47      | ) | $ | (1.09      | )
|Extraordinary item                                                                                                                                                    |  |                         | 0.05      |      |   | -          |   |   | -          |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Net loss                                                                                                                                                              |  | $                       | (0.96     | )    | $ | (0.47      | ) | $ | (1.09      | )
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|Weighted average number of ordinary shares used in
computing basic
  and diluted net loss per ordinary share                                                          |  |                         | 9,512,198 |      |   | 13,919,958 |   |   | 18,896,214 |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|* Consist of internal employee costs in:                                                                                                                              |  |                         |           |      |   |            |   |   |            |  
|Research and development                                                                                                                                              |  | $                       | 78        |      | $ | -          |   | $ | -          |  
|Selling and marketing                                                                                                                                                 |  |                         | 231       |      |   | -          |   |   | -          |  
|General and administrative                                                                                                                                            |  |                         | 1,459     |      |   | -          |   |   | -          |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  
|                                                                                                                                                                      |  | $                       | 1,768     |      | $ | -          |   | $ | -          |  
|                                                                                                                                                                      |  |                         |           |      |   |            |   |   |            |  

The
accompanying notes are an integral part of the consolidated financial
statements.

F-6

---

---



|                                                                      
|----------------------------------------------------------------------
|On Track Innovations Ltd.and its consolidated subsidiaries            
|                                                                      
|Consolidated Statements of Shareholders Equity and Comprehensive Loss
|                                                                      
|                                                                      
|US dollars in thousands,
except share and per share data              

|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | --------------- | - | ------------------------------ |  | ------------------------------- | ------- | ----------------------------------------- | - | ------------------ | - | ------------------------------ | ---- | - | - | ------- | - | - | ------- | -
|                                                                                                        |  | Number
  of
  Shares issued |            | Share
  capital |   | Additional
  paid-in
  capital |  | Deferred
  stock
  compensation |         | Accumulatedother
  comprehensive
  income |   | Accumulateddeficit |   | Total
  shareholders
  equity |     
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |     
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|Balance as of December 31,
2004                                                                         |  |                             | 8,422,175  |                 | $ | 199                            |  | $                               | 90,779  |                                           | $ | (3,553             | ) | $                              | 353  |   | $ | (49,086 | ) | $ | 38,692  |  
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|Changes
  during the year ended December 31, 2005:                                                      |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|Deferred stock
  compensation                                                                           |  |                             | -          |                 |   | -                              |  |                                 | 6,228   |                                           |   | (6,228             | ) |                                | -    |   |   | -       |   |   | -       |  
|Amortization of
  deferred compensation                                                                 |  |                             | -          |                 |   | -                              |  |                                 | -       |                                           |   | 8,948              |   |                                | -    |   |   | -       |   |   | 8,948   |  
|Stock options and warrants granted to
consultants                                                       |  |                             | -          |                 |   | -                              |  |                                 | 5,185   |                                           |   | -                  |   |                                | -    |   |   | -       |   |   | 5,185   |  
|Exercise of
  options and warrants                                                                      |  |                             | 1,395,566  |                 |   | 31                             |  |                                 | 6,678   |                                           |   | -                  |   |                                | -    |   |   | -       |   |   | 6,709   |  
|Issuance of
  shares in respect to investments in connection with the purchase of
  subsidiaries        |  |                             | 286,307    |                 |   | 3                              |  |                                 | 1,874   |                                           |   | -                  |   |                                | -    |   |   | -       |   |   | 1,877   |  
|Issuance of
  shares and detachable warrants, net of issuance expenses of $4,153                        |  |                             | 1,828,026  |                 |   | 41                             |  |                                 | 18,017  |                                           |   | -                  |   |                                | -    |   |   | -       |   |   | 18,058  |  
|Foreign currency
  translation adjustments                                                              |  |                             | -          |                 |   | -                              |  |                                 | -       |                                           |   | -                  |   |                                | (121 | ) |   | -       |   |   | (121    | )
|Net loss                                                                                                |  |                             | -          |                 |   | -                              |  |                                 | -       |                                           |   | -                  |   |                                | -    |   |   | (9,113  | ) |   | (9,113  | )
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|Balance
  as of December  31, 2005                                                                      |  |                             | 11,932,074 |                 | $ | 274                            |  | $                               | 128,761 |                                           | $ | (833               | ) | $                              | 232  |   | $ | (58,199 | ) | $ | 70,235  |  
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|Changes
  during the year ended December 31, 2006:                                                      |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|Reclassification upon adoption of
  SFAS 123 (R)                                                        |  |                             | -          |                 |   | -                              |  |                                 | (833    | )                                         |   | 833                |   |                                | -    |   |   | -       |   |   | -       |  
|Stock-based  compensation related to
options warrants
  and shares issued to employees and others       |  |                             | 192,393    |                 |   | 6                              |  |                                 | 5,362   |                                           |   | -                  |   |                                | -    |   |   | -       |   |   | 5,368   |  
|Exercise of
  options and warrants                                                                      |  |                             | 748,338    |                 |   | 17                             |  |                                 | 3,231   |                                           |   | -                  |   |                                | -    |   |   | -       |   |   | 3,248   |  
|Issuance costs                                                                                          |  |                             | -          |                 |   | -                              |  |                                 | (214    | )                                         |   | -                  |   |                                | -    |   |   | -       |   |   | (214    | )
|Shares issued
  under Alternative Option Exercise Mechanism                                             |  |                             | 2,437,075  |                 |   | 56                             |  |                                 | (56     | )                                         |   | -                  |   |                                | -    |   |   | -       |   |   | -       |  
|Shares issued in
  connection with the purchase of business operations                                  |  |                             | 3,083,000  |                 |   | 73                             |  |                                 | 23,651  |                                           |   | -                  |   |                                | -    |   |   | -       |   |   | 23,724  |  
|Shares issued in
  connection with the purchase of property plant and equipment                         |  |                             | 200,000    |                 |   | 5                              |  |                                 | 3,200   |                                           |   | -                  |   |                                | -    |   |   | -       |   |   | 3,205   |  
|Foreign currency
  translation adjustments                                                              |  |                             | -          |                 |   | -                              |  |                                 | -       |                                           |   | -                  |   |                                | 106  |   |   | -       |   |   | 106     |  
|Net unrealized
  gain on available-for-sale securities                                                  |  |                             | -          |                 |   | -                              |  |                                 | -       |                                           |   | -                  |   |                                | 86   |   |   | -       |   |   | 86      |  
|Net loss                                                                                                |  |                             | -          |                 |   | -                              |  |                                 | -       |                                           |   | -                  |   |                                | -    |   |   | (6,604  | ) |   | (6,604  | )
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|Balance
  as of December  31, 2006                                                                      |  |                             | 18,592,880 |                 | $ | 431                            |  | $                               | 163,102 |                                           | $ | -                  |   | $                              | 424  |   | $ | (64,803 | ) | $ | 99,154  |  
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|Changes
  during the year ended December 31, 2007:                                                      |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|Stock-based compensation related to
options and shares issued to
  employees and others                 |  |                             | -          |                 |   | -                              |  |                                 | 7,797   |                                           |   | -                  |   |                                | -    |   |   | -       |   |   | 7,797   |  
|Exercise of
  options and warrants                                                                      |  |                             | 458,788    |                 |   | 11                             |  |                                 | -       |                                           |   | -                  |   |                                | -    |   |   | -       |   |   | 11      |  
|Shares, warrants
  and options issued in connection with the purchase of property plant and
  equipment |  |                             | 575,400    |                 |   | 12                             |  |                                 | 3,595   |                                           |   | -                  |   |                                | -    |   |   | -       |   |   | 3,607   |  
|Foreign currency
  translation adjustments                                                              |  |                             | -          |                 |   | -                              |  |                                 | -       |                                           |   | -                  |   |                                | 487  |   |   | -       |   |   | 487     |  
|Net unrealized
  loss on available- for-sale securities                                                 |  |                             | -          |                 |   | -                              |  |                                 | -       |                                           |   | -                  |   |                                | (65  | ) |   | -       |   |   | (65     | )
|Net loss                                                                                                |  |                             | -          |                 |   | -                              |  |                                 | -       |                                           |   | -                  |   |                                | -    |   |   | (20,643 | ) |   | (20,643 | )
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  
|Balance
  as of December  31, 2007                                                                      |  |                             | 19,627,068 |                 | $ | 454                            |  | $                               | 174,494 |                                           | $ | -                  |   | $                              | 846  |   | $ | (85,446 | ) | $ | 90,348  |  
|                                                                                                        |  |                             |            |                 |   |                                |  |                                 |         |                                           |   |                    |   |                                |      |   |   |         |   |   |         |  

|                                                                                 |  |                        |        |      |   |        |   |   |         |  
|-------------------------------------------------------------------------------- |  | ---------------------- | ------ | ---- | - | ------ | - | - | ------- | -
|                                                                                 |  | Year ended December 31 |       
|                                                                                 |  |                        |       
|                                                                                 |  | 2005                   |        | 2006 |   | 2007   |  
|                                                                                 |  |                        |        |      |   |        |  
|                                                                                 |  |                        |        |      |   |        |   |   |         |  
|Total comprehensive loss:                                                        |  |                        |        |      |   |        |   |   |         |  
|Net loss                                                                         |  | $                      | (9,113 | )    | $ | (6,604 | ) | $ | (20,643 | )
|Foreign currency translation adjustments                                         |  |                        | (121   | )    |   | 106    |   |   | 487     |  
|Net unrealized gain on available- for- sale
  securities                         |  |                        | 3      |      |   | 86     |   |   | 43      |  
|Reclassification adjustment for realized loss on
  available-for-sale securities |  |                        | (3     | )    |   | -      |   |   | (108    | )
|                                                                                 |  |                        |        |      |   |        |   |   |         |  
|                                                                                 |  |                        |        |      |   |        |   |   |         |  
|Total comprehensive loss                                                         |  | $                      | (9,234 | )    | $ | (6,412 | ) | $ | (20,221 | )
|                                                                                 |  |                        |        |      |   |        |   |   |         |  

The
accompanying notes are an integral part of the consolidated financial
statements.

F-7

---

---



|                                                       
|-------------------------------------------------------
|On Track Innovations Ltd.and its subsidiaries          
|                                                       
|Consolidated Statements of Cash Flows                  
|                                                       
|                                                       
|US dollars in thousands except share and per share
data

|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|-------------------------------------------------------------------------------------- |  | ------------------------- | ------- | ---- | - | ------- | - | - | -------- | -
|                                                                                       |  | Year
  ended December 31, |        
|                                                                                       |  |                           |        
|                                                                                       |  | 2005                      |         | 2006 |   | 2007    |  
|                                                                                       |  |                           |         |      |   |         |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|Cash flows
  from operating activities                                                 |  |                           |         |      |   |         |   |   |          |  
|Net loss                                                                               |  | $                         | (9,113  | )    | $ | (6,604  | ) | $ | (20,643  | )
|Adjustments required to reconcile net loss to net cash used in operating
  activities: |  |                           |         |      |   |         |   |   |          |  
|Stock-based compensation related to options and shares issued  to employees and others |  |                           | 9,841   |      |   | 3,783   |   |   | 6,947    |  
|Extraordinary item                                                                     |  |                           | (444    | )    |   | -       |   |   | -        |  
|Gain from sale of subsidiaries                                                         |  |                           | (374    | )    |   | (122    | ) |   | -        |  
|Loss (gain) on sale of property and equipment                                          |  |                           | (20     | )    |   | 44      |   |   | 13       |  
|Amortization of intangible assets                                                      |  |                           | 700     |      |   | 821     |   |   | 1,314    |  
|Depreciation                                                                           |  |                           | 981     |      |   | 1,862   |   |   | 2,580    |  
|Equity in net losses of an affiliated company                                          |  |                           | -       |      |   | 1,087   |   |   | 358      |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|Accrued severance pay, net                                                             |  |                           | 560     |      |   | 796     |   |   | 283      |  
|Minority share in income (loss) of subsidiaries                                        |  |                           | (185    | )    |   | (625    | ) |   | (1,038   | )
|Accrued interest and linkage differences on long-term loans                            |  |                           | 67      |      |   | (254    | ) |   | (294     | )
|Increase (decrease) in deferred tax liabilities                                        |  |                           | 13      |      |   | (216    | ) |   | (262     | )
|Decrease (increase) in trade receivables                                               |  |                           | (1,043  | )    |   | (1,873  | ) |   | 104      |  
|Increase (decrease) in allowance for doubtful account                                  |  |                           | 456     |      |   | (551    | ) |   | 2,533    |  
|Decrease (increase) in other receivables and prepaid expenses                          |  |                           | (1,168  | )    |   | 1,142   |   |   | (686     | )
|Increase in inventories                                                                |  |                           | (987    | )    |   | (3,204  | ) |   | (2,776   | )
|Increase (decrease) in trade payables                                                  |  |                           | (1,119  | )    |   | 2,558   |   |   | 3,314    |  
|Increase (decrease) in other current liabilities                                       |  |                           | 895     |      |   | (2,147  | ) |   | 1,966    |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|Net cash used in operating activities                                                  |  |                           | (940    | )    |   | (3,503  | ) |   | (6,287   | )
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|Cash flows
  from investing activities                                                 |  |                           |         |      |   |         |   |   |          |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|Receipts on account of loans and receivables                                           |  |                           | 909     |      |   | 350     |   |   | 837      |  
|Acquisition of business operations, net of cash
  acquired (Supplement C)              |  |                           | 80      |      |   | (23     | ) |   | -        |  
|Sale of a
consolidated subsidiary, net of cash disposed of (Supplement D)              |  |                           | -       |      |   | (105    | ) |   | -        |  
|Investment in an affiliated company                                                    |  |                           | (2,444  | )    |   | -       |   |   | -        |  
|Purchase of property and equipment                                                     |  |                           | (1,918  | )    |   | (3,107  | ) |   | (6,190   | )
|Purchase of available-for-sale securities                                              |  |                           | (17,875 | )    |   | (23,643 | ) |   | (136,094 | )
|Proceeds from maturity of available-for-sale securities                                |  |                           | 2,431   |      |   | 25,446  |   |   | 148,049  |  
|Other, net                                                                             |  |                           | 20      |      |   | (9      | ) |   | -        |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|Net cash provide by (used in) investing activities                                     |  |                           | (18,797 | )    |   | (1,091  | ) |   | 6,602    |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|Cash flows
  from financing activities                                                 |  |                           |         |      |   |         |   |   |          |  
|Increase (decrease) in short-term bank credit, net                                     |  |                           | (630    | )    |   | (231    | ) |   | 4,804    |  
|Proceeds from issuance of shares and detachable warrants, net of issuance expenses     |  |                           | 20,051  |      |   | -       |   |   | -        |  
|Proceeds from long-term bank loans                                                     |  |                           | -       |      |   | 978     |   |   | 739      |  
|Repayment of long-term bank loans                                                      |  |                           | (721    | )    |   | (570    | ) |   | (495     | )
|Proceeds from minority in subsidiary                                                   |  |                           | -       |      |   | 1,548   |   |   | -        |  
|Proceeds from exercise of options and warrants, net                                    |  |                           | 6,709   |      |   | 3,196   |   |   | 11       |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|Net cash provided by financing activities                                              |  |                           | 25,409  |      |   | 4,921   |   |   | 5,059    |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|Effect of exchange rate changes on cash                                                |  |                           | 68      |      |   | 65      |   |   | 47       |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|Increase in cash and cash equivalents                                                  |  |                           | 5,740   |      |   | 392     |   |   | 5,421    |  
|Cash and cash equivalents at the beginning of the
  year                               |  |                           | 23,917  |      |   | 29,657  |   |   | 30,049   |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  
|Cash and cash equivalents at the end of the year                                       |  | $                         | 29,657  |      | $ | 30,049  |   | $ | 35,470   |  
|                                                                                       |  |                           |         |      |   |         |   |   |          |  

The accompanying notes are an integral part of the consolidated financial statements.

F-8

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Consolidated Statements of Cash Flows                    
|                                                         
|                                                         
|US dollars in thousands
  except share and per share data

|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------ |  | ----------------------- | ------ | ---- | - | ------- | - | - | ----- | 
|                                     |                                                                                                              |  | Year ended December 31, |       
|                                     |                                                                                                              |  |                         |       
|                                     |                                                                                                              |  | 2005                    |        | 2006 |   | 2007    |  
|                                     |                                                                                                              |  |                         |        |      |   |         |  
|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 
|Supplementary cash flows activities: |                                                                                                              |  |                         |        |      |   |         |   |   |      
|A.                                   | Cash paid during the period for:                                                                             |  |                         |        |      |   |         |   |   |       | 
|                                     | Interest                                                                                                     |  | $                       | 130    |      | $ | 132     |   | $ | 112   | 
|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 
|                                     | Income taxes                                                                                                 |  | $                       | 527    |      | $ | 101     |   | $ | 19    | 
|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 
|B.                                   | Non-cash transactions:                                                                                       |  |                         |        |      |   |         |   |   |       | 
|                                     | Purchase of property and equipment                                                                           |  | $                       | 635    |      | $ | 3,511   |   | $ | 3,607 | 
|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 
|                                     | Other receivables                                                                                            |  | $                       | -      |      | $ | -       |   | $ | 850   | 
|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 
|                                     | Issuance expenses                                                                                            |  | $                       | 1,993  |      | $ | 62      |   | $ | -     | 
|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 
|C.                                   | Acquisition of consolidated subsidiaries:                                                                    |  |                         |        |      |   |         |   |   |       | 
|                                     | Assets acquired and liabilities assumed of
  the subsidiaries at date of acquisition:                        |  |                         |        |      |   |         |   |   |       | 
|                                     | Working capital surplus, excluding cash and
  cash equivalents                                               |  | $                       | (2,622 | )    | $ | (460    | ) | $ | -     | 
|                                     | Property and equipment                                                                                       |  |                         | (150   | )    |   | (1,293  | ) |   | -     | 
|                                     | Goodwill                                                                                                     |  |                         | -      |      |   | (19,241 | ) |   | -     | 
|                                     | Customer contracts and relationships                                                                         |  |                         | (1,183 | )    |   | (3,874  | ) |   | -     | 
|                                     | Technology                                                                                                   |  |                         | -      |      |   | (855    | ) |   | -     | 
|                                     | Long term liabilities                                                                                        |  |                         | -      |      |   | 120     |   |   | -     | 
|                                     | Deferred tax liabilities                                                                                     |  |                         | 121    |      |   | 855     |   |   | -     | 
|                                     | Minority interests                                                                                           |  |                         | 264    |      |   | -       |   |   | -     | 
|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 
|                                     |                                                                                                              |  |                         | (3,570 | )    |   | (24,748 | ) |   | -     | 
|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 
|                                     | Issuance of shares in
  consideration for the acquisition                                                    |  |                         | 1,702  |      |   | 23,587  |   |   | -     | 
|                                     | Direct costs of acquisitions paid via grant
  of options                                                     |  |                         | 1,504  |      |   | 1,138   |   |   | -     | 
|                                     | Extraordinary item                                                                                           |  |                         | 444    |      |   | -       |   |   | -     | 
|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 
|                                     |                                                                                                              |  | $                       | 80     |      | $ | (23     | ) | $ | -     | 
|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 
|D.                                   | Sale of a consolidated subsidiary:                                                                           |  |                         |        |      |   |         |   |   |       | 
|                                     | Assets and liabilities of the previously
  consolidated Subsidiary at the time it ceased being consolidated: |  |                         |        |      |   |         |   |   |       | 
|                                     | Working capital surplus, excluding cash and
  cash equivalents                                               |  | $                       | -      |      | $ | (247    | ) | $ | -     | 
|                                     | Long-term receivables                                                                                        |  |                         | -      |      |   | 27      |   |   | -     | 
|                                     | Intangible assets                                                                                            |  |                         | -      |      |   | 146     |   |   | -     | 
|                                     | Deferred taxes                                                                                               |  |                         | -      |      |   | (26     | ) |   | -     | 
|                                     | Minority interests                                                                                           |  |                         | -      |      |   | (127    | ) |   | -     | 
|                                     | Gain and deferred gain on sale of the
  subsidiary                                                           |  |                         | -      |      |   | 122     |   |   | -     | 
|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 
|                                     |                                                                                                              |  | $                       | -      |      | $ | (105    | ) | $ | -     | 
|                                     |                                                                                                              |  |                         |        |      |   |         |   |   |       | 

The
accompanying notes are an integral part of the consolidated financial
statements.

F-9

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 1  General

| |                                                                                                                                                                                                                                                                                                                                  |                                                     
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------
| | A.                                                                                                                                                                                                                                                                                                                               | Introduction                                        
| |                                                                                                                                                                                                                                                                                                                                  |                                                     
| | On Track
  Innovations Ltd. (the Company) was founded in 1990, in Israel. The Company
  and its subsidiaries (together the Group) are principally engaged in the
  field of design and development of contactless microprocessor-based smart
  card systems. In November 2002, the Companys shares began trading on NASDAQ.
| |                                                                                                                                                                                                                                                                                                                                  |                                                     
| | B.                                                                                                                                                                                                                                                                                                                               | Acquisition of subsidiaries and business operations:
| |                                                                                                                                                                                                                                                                                                                                  |                                                     
| | 1.                                                                                                                                                                                                                                                                                                                               | International
  Project Solution operations (IPS) 
| |                                                                                                                                                                                                                                                                                                                                  |                                                     

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On December
  31, 2006, pursuant to an asset purchase agreement (the Agreement) dated as
  of November 7, 2006 between the Company and Vuance
  ltd (formerly SuperCom Ltd)., an Israeli corporation
  (Vuance), the Company completed the acquisition of the main assets of
  Vuance, including the International Project Solution (IPS) division of
  Vuance. Vuance is an Israeli based company, which through its IPS division
  develops and provides a wide-range of complementary technologies and
  solutions for the smart card market. The acquisition provides the Company
  with accesses to new growing markets and complementary security technologies
  that safeguard against counterfeit and forgery.            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | The
  aggregate purchase price for the acquisition was paid through the issuance of
  an aggregate of 2,827,200 of the Companys ordinary shares. The 2,827,200
  ordinary shares issued to Vuance are subject to a lock-up agreement, where
  one-seventh of the shares (403,885 ordinary shares) will be released from the
  lock-up restrictions every three months beginning on the closing date,
  December 31, 2006, for an aggregate period of eighteen months. Vuance executed
  an irrevocable proxy appointing the Companys Chairman, on behalf of the
  Board of Directors, or a person the Board of Directors will instruct, to vote
  the 2,827,200 ordinary shares issued to Vuance in connection with the
  transaction.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | The parties
  also entered into a service and supply agreement giving Vuance a license to
  use applicable Vuance intellectual property transferred to the Company for
  the duration of certain existing contracts and projects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | The
  acquisition was accounted for as a purchase and the Company allocated the
  purchase price according to the fair value of the tangible and intangible
  assets acquired and liabilities assumed. The purchase price was calculated in
  accordance with EITF No 99-12 Determination of the Measurement Date for the
  Market Price of Acquirer Securities Issued in a Purchase Business
  Combinations (EITF No. 99-12), based on the date the business combination
  was announced and was $20,639 (after deducting $701 of
  transaction costs). The results of operation acquired are included in the
  consolidated financial statements of the Company commencing January 1, 2007.                                       

F-10

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 1  General (Contd)

| |    |                                                               
| | -- | --------------------------------------------------------------
| | B. | Acquisition of subsidiaries and business operations: (Contd) 
| |    |                                                               
| | 1. | International
  Project Solution operations (IPS)  (Contd)

| |                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Based upon a
  fair value valuation of assets acquired and liabilities assumed, the Company
  has allocated the total cost of acquisition to IPS assets and liabilities as
  follows:

|                                                  |  |                      |        | 
|------------------------------------------------- |  | -------------------- | ------ | 
|                                                  |  | At December 31, 2006
|                                                  |  |                     
|                                                  |  |                      |        | 
|Inventories                                       |  | $                    | 303    | 
|Property and equipment                            |  |                      | 1,277  | 
|Technology (useful life of 6
years)               |  |                      | 691    | 
|Customer relationships (useful life of 5
  years) |  |                      | 1,488  | 
|Goodwill                                          |  |                      | 17,621 | 
|                                                  |  |                      |        | 
|                                                  |  |                      |        | 
|Net assets acquired                               |  | $                    | 21,340 | 
|                                                  |  |                      |        | 

| |                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Goodwill
  includes but is not limited to the synergistic value, accesses to new growing
  markets and potential competitive benefits that could be realized by the
  Company from the acquisition.                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                      
| | Hereafter
  are certain unaudited pro forma combined statements of operations data for
  the years ended December 31, 2006 and 2005, as if the acquisition of the IPS
  occurred on January 1, 2005, after giving effect to purchase accounting
  adjustments, including amortization of certain identifiable intangible assets
  and the issuance of the 2,827,200 of the Companys ordinary shares.
| |                                                                                                                                                                                                                                                                                                                                                                                                      
| | The pro
  forma financial information is not necessarily indicative of the combined
  results that would have been attained had the acquisition taken place and the
  beginning of 2005, nor is it necessarily indicative of future results.                                                                                                                                                         

|                                                                          |  |               |         |               |   |        |  
|------------------------------------------------------------------------- |  | ------------- | ------- | ------------- | - | ------ | -
|                                                                          |  | December
  31 |         | December
  31 |  
|                                                                          |  |               |         |               |  
|                                                                          |  | 2005          |         | 2006          |  
|                                                                          |  |               |         |               |  
|                                                                          |  |               |         |               |   |        |  
|Revenues                                                                  |  | $             | 43,957  |               | $ | 48,941 |  
|                                                                          |  |               |         |               |   |        |  
|Loss before
  extraordinary items                                         |  | $             | (12,907 | )             | $ | (9,409 | )
|                                                                          |  |               |         |               |   |        |  
|Net loss                                                                  |  | $             | (12,463 | )             | $ | (9,409 | )
|                                                                          |  |               |         |               |   |        |  
|Basic and
  diluted net loss per ordinary share before extraordinary item |  | $             | (1.05   | )             | $ | (0.56  | )
|Basic and
  diluted net loss per ordinary share                           |  | $             | (1.01   | )             | $ | (0.56  | )

F-11

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 1  General (Contd)

| |    |                                                              
| | -- | -------------------------------------------------------------
| | B. | Acquisition of subsidiaries and business operations: (Contd)
| |    |                                                              
| | 2. | InSeal SAS                                                   

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In May 2006,
  the Company completed the acquisition of 100% of the outstanding share
  capital of InSeal SAS (InSeal). InSeal is a France-based company that
  provides contactless applications to a variety of customers in the payments
  market in Europe.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Pursuant to
  the share purchase agreement entered with InSeals shareholders, the purchase
  price for the acquisition was paid to InSeals shareholders through the
  issuance of an aggregate of 243,800 of the Companys ordinary shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | The
  acquisition was accounted for as a purchase and the Company allocated the
  purchase price according to the fair value of the tangible and intangible
  assets acquired and liabilities assumed. The purchase price was calculated in
  accordance with EITF No 99-12 and was $2,948 (after deducting $661 of
  transaction costs). InSeals operations have been included in the Companys
  consolidated financial statements since May 2006. In connection with the
  acquisition the Company recognized two intangible assets: customer contracts,
  fair value of $2,426, and technology, fair value of $164. The Company also
  recognized goodwill in the amount of $1,620.                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | In addition
  to the foregoing consideration, in connection with the acquisition, the
  Company also issued warrants to purchase up to 180,000 of its ordinary shares
  to two of InSeals shareholders and one employee. The warrants, which have a
  nominal exercise price of NIS 0.10 per share, will become fully exercisable
  in May 2007, and have a term for four years. However, each of the warrant
  holders has made a lock-up undertaking to the Company, pursuant to which
  one quarter of the warrants becomes freely transferable commencing in May
  2007 and the remaining warrants become freely transferable in three equal
  annual installments thereafter (with all of the warrants becoming freely
  transferable on May 2010).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | In the event
  that the warrant holders service with the Company or its subsidiaries is
  terminated, for whatever reason, all of the holders warrant shares that are
  free from the lock-up undertaking discussed above will be exercisable within
  60 days from such termination, and the balance of the portion of warrants not
  previously exercised will become void. These warrants, with a fair value of
  $2,104 as of the closing date, have been accounted in accordance with EITF No
  95-8, Accounting for Contingent Consideration Paid to the Shareholders of an
  Acquired Enterprise in a Purchase Business Combination, and are recorded as
  compensation expenses over the lock-up undertaking period.                           

| |    |                               
| | -- | ------------------------------
| | 3. | Acquisitions
  in the Far East

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Pioneer Oriental International Ltd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | In July
  2005, the Company completed the acquisition of Pioneer Oriental International
  Ltd. (POI), a Hong Kong company and a subsidiary of Pioneer Oriental
  Engineering Ltd., a Hong Kong company (POE). POI is an engineering company
  that develops and manufactures machinery used to create smart card inlays for
  smart cards and other products, as well as to manufacture contact and/or
  contactless smart cards themselves.
  Pursuant to the Asset Purchase Agreement dated June 16, 2005, among
  POE, its shareholders (together the Sellers) and OTI (as amended, the POI Purchase
  Agreement), the aggregate purchase price for the acquisition was paid to the
  Sellers through the issuance of an aggregate 40,441 of the Companys ordinary
  shares.

F-12

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 1  General (Contd)

| |    |                                                                 
| | -- | ----------------------------------------------------------------
| | B. | Acquisition of  subsidiaries
  and business operations: (Contd)
| |    |                                                                 
| | 3. | Acquisitions
  in the Far East (Contd)                         

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In July
  2005, the Companys new, wholly-owned subsidiary, POI, completed the
  acquisition of substantially all of the assets of POE relating to the design
  and manufacture of machinery for the manufacture of smart cards, including
  certain proprietary technologies related to the manufacturing process.
  Pursuant to the Asset Purchase Agreement dated June 16, 2005 between POI and
  POE (as amended, the POE Purchase Agreement), POI also agreed to make
  offers of employment to each of the employees of POE.  The aggregate purchase price for the
  acquisition was paid to POE through the issuance of an aggregate of 41,788 of
  the Companys ordinary shares.                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | The
  acquisitions were accounted for as a purchase and the Company allocated the
  purchase price according to the fair value of the tangible assets and
  intangible assets acquired and liabilities assumed. The purchase price was
  calculated in accordance with EITF No. 99-12, and was $1,041. The sum of the
  fair values of the assets acquired less liabilities assumed exceeded the
  acquisition cost. Accordingly, the Company reduced the purchase price
  allocated to the acquired non-current assets to zero. After the above
  allocation, negative goodwill in the amount of $444 remained. In accordance
  with SFAS No. 141 Business combinations, this amount was recognized as an
  extraordinary gain.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | e-Pilot Group Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | In July
  2005, the Company completed the acquisition of a 71.5% interest in e-Pilot
  Group Ltd (e-Pilot), a British Virgin Islands company, from three of
  e-Pilot s shareholders (collectively, the e-Pilot Shareholders). e-Pilot,
  which is headquartered in Hong Kong, develops, manufactures and markets smart
  card inlays for smart cards and other products.  Pursuant to share purchase agreements (as amended, the e-Pilot
  Purchase Agreements) entered into with each of the e-Pilot Shareholders, the
  aggregate purchase price for the acquisition was paid to the e-Pilot
  Shareholders through the issuance of an aggregate of 52,572 of the Companys
  ordinary shares.                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | The
  acquisition was accounted for as a purchase and the Company allocated the
  purchase price according to the fair value of the tangible assets and
  intangible assets acquired and liabilities assumed. The purchase price in the
  amount of $661 was calculated in accordance with EITF No. 99-12.                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | In
  connection with the acquisition, the Company recognized an intangible asset
  in the amount of $1,183, which was assigned to customer relationships and is
  being amortized over five years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Millennium Cards Technology Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | At September
  1, 2006, the Company completed a structural change in the Far-East, under
  which the operations of POI and of e-Pilot were transferred to Millennium
  Cards Technology Limited (MCT), a subsidiary which was established during
  2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Following
  the structural change, the Company has sold POI and e-Pilot for a total
  consideration of $200 and recorded a $122 as gain from sale of subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-13

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 1  General (Contd)

| |    |                                                                 
| | -- | ----------------------------------------------------------------
| | B. | Acquisition of  subsidiaries
  and business operations: (Contd)
| |    |                                                                 
| | 4. | ASEC Spolka
  Akcyjna                                           

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In October
  2004, the Company completed the acquisition of ASEC Spolka Akcyjna (ASEC)
  from Nextel Spolka Akcyjna (Nextel), headquartered in Krakow, Poland. ASEC
  develops, manufactures and markets card readers and reader modules based on
  radio frequency identification technologies, including high-end programmable
  smart card as well as economically priced readers.  Pursuant to the Preliminary Share Purchase Agreement, dated
  September 2004, as amended in October 2004, between Nextel and the Company
  (the Agreement), the aggregate purchase price for the acquisition was $1,600,
  which was paid to Nextel through the issuance of 186,264 of the Companys
  ordinary shares, based on a market price of US $8.59 per share, which was the
  average closing price of the Companys ordinary shares for the last ten
  trading days prior to September 14, 2004. The acquisition was accounted for
  as a purchase and the Company allocated the purchase price according to the
  fair value of the tangible assets and intangible assets acquired and
  liabilities assumed.  As of October
  2004, the purchase price was re-calculated in accordance with EITF No. 99-12,
  , based on the date the business combination was consummated, and was in the
  amount of $1,245.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | In addition,
  the Agreement provides for an additional consideration of up to $350 to be
  paid to Nextel (the earn-out right) in the form of the Companys ordinary
  shares pursuant to the earn-out formula based on ASECs 2004 and 2005
  results. Accordingly, as of December 31, 2004, the Company recorded $175 from
  the earn-out right against a liability in accordance with SFAS No. 150
  Accounting for Certain Financial Instruments with Characteristics of both
  Liabilities and Equity, which was settled by 14,298 ordinary shares at the
  fair market value of $175 that were issued by the Company to Nextel in June
  2005. Based on ASECs 2005 results, the Company did not incur any further
  liability in connection with the earn-out formula.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | In
  connection with the acquisition, the Company recognized goodwill of $167. Out
  of $1,437 of acquired intangible assets, $579 was assigned to a brand, $406
  was assigned to contracts with customers which are both being amortized over
  up to five years and $452 was assigned to know how, which is being amortized
  over one-and-a-half years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |    |                                        
| | -- | ---------------------------------------
| | C. | Selling of Intercard Gmbh Kartensysteme

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On September
  14, 2004, the Company entered into an agreement under which, in October 2004,
  the Company sold its wholly-owned German subsidiary InterCard GmbH
  Kartensysteme (KS) in consideration for $2,500, to be paid in two
  installments.  The first installment
  in the amount of $1,250 was paid by receiving $685 in cash, offsetting an
  amount of euro 325 ($432) against a loan granted to the buyer, which is
  repayable in 32 monthly installments of euro 10 and a final installment of
  euro 5, beginning on February 1, 2005 and that is interest-free and
  offsetting an amount of euro 100 ($133) against a loan granted to the buyer,
  which is repayable in 12 monthly installments of euro 9, beginning on
  February 1, 2005.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | The second
  installment in the amount of $1,250 shall be paid in 25 quarterly payments
  beginning on April 1, 2005.  The total
  present value of the purchase price amounted to $2,178.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | In October
  2005, the Company entered into a settlement agreement according to which the
  outstanding balances of the two loans was reduced by euro 115 ($136) and
  combined to one loan which is payable in 24 monthly installments of euro 10
  each and a final installment of euro 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | During 2007
  the Buyer settled the entire remainder loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-14

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 1  General (Contd)

| |                                                                                                                                                                                                                                                                                                                  |                                                 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------
| | C.                                                                                                                                                                                                                                                                                                               | Selling of Intercard Gmbh Kartensysteme (contd)
| |                                                                                                                                                                                                                                                                                                                  |                                                 
| | The gain
  from the sale of KS including the effect of the aforesaid deduction from the
  proceeds was $374 and was recognized in 2005.                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                  |                                                 
| | The
  Companys control over KS ceased on the closing date, which was October 1,
  2004, and therefore the Company ceased to consolidate the financial
  statements of KS effective October 1, 2004.                                                                                                            
| |                                                                                                                                                                                                                                                                                                                  |                                                 
| | D.                                                                                                                                                                                                                                                                                                               | Investment in affiliated company                
| |                                                                                                                                                                                                                                                                                                                  |                                                 
| | During 2005,
  an affiliated company was established together with an Asian government
  entity, in the form of a joint venture, for the manufacture and sale of
  OTI-based travel document inlays for such government. The joint venture was
  approved for establishment by the Asian government authorities.

Note 2  Significant Accounting Policies

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------
| | The
  consolidated financial statements have been prepared in accordance with
  accounting principles generally accepted in the United States of America (US
  GAAP). The significant accounting policies followed in the preparation of
  the financial statements, applied on a consistent basis, are as follows:                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     
| | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Principles of consolidation         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     
| | The
  consolidated financial statements include the financial statements of the
  Company and its majority owned subsidiaries. When the Company does not have a
  controlling interest in an entity or joint venture, but exerts a significant
  influence over the entity or joint venture, the Company applies the equity
  method of accounting. Intercompany transactions and balances have been
  eliminated in consolidation.                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     
| | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Estimates and assumptions           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     
| | The
  preparation of the consolidated financial statements requires management of
  the Company to make a number of estimates and assumptions relating to the
  reported amounts of assets and liabilities and the disclosure of contingent
  assets and liabilities at the date of the consolidated financial statements
  and the reported amounts of revenues and expenses during the period.  Actual results could differ from those
  estimates.                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     
| | C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Financial statements in U.S. dollars
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     
| | Substantially
  all of the Companys and certain of its subsidiaries revenues are in U.S.
  dollars. A significant portion of purchases of materials and components and
  most marketing costs are denominated in U.S. dollars. Therefore, the
  functional and reporting currency of the Company and certain of its
  subsidiaries is the U.S. dollar.                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     
| | Transactions
  and balances denominated in U.S. dollars are presented at their original
  amounts.  Transactions and balances in
  other currencies are remeasured into U.S. dollars in accordance with the
  principles set forth in Statement of Financial Accounting Standards (SFAS)
  No. 52, Foreign Currency Translation.
  All exchange gains and losses from remeasurement of balance sheet
  items denominated in non U.S. dollar currencies are reflected in the
  consolidated statements of operations.

F-15

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 2  Significant Accounting Policies (contd)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                              
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------
| | C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Financial statements in U.S. dollars (contd)
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                              
| | The
  functional currencies of the remaining subsidiaries are their local
  currencies. The financial statements of those companies are translated into U.S. dollars in accordance with SFAS No. 52, using the exchange
  rate at the balance sheet date for assets and liabilities, and weighted
  average exchange rates for revenues and expenses. Translation adjustments
  resulting from the process of the aforesaid translation are included as a
  separate component of shareholders equity (accumulated other comprehensive
  income).                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                              
| | D.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Cash equivalents                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                              
| | Cash
  equivalents are short-term highly liquid investments and debt instruments
  that are readily convertible to cash with original maturities of three months
  or less from the date of purchase.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                              
| | E.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Short-term investments                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                              
| | The Company
  accounts for investments in U.S. treasury securities in accordance with SFAS
  No. 115, Accounting for Certain Investments in Debt and Equity Securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                              
| | Management
  determines the appropriate classification of its investments in debt
  securities at the time of purchase and reevaluates such determinations at
  each balance sheet date. At December 31, 2006 and 2007, the Companys
  investments were classified as available-for-sale and are stated at market
  value. Unrealized gains and losses are reported as a separate component of
  shareholders equity (accumulated other comprehensive income). Interest
  income is included in financial income. Realized gains and losses are
  included in financial income or expenses.                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                              
| | At December
  31, 2007, there was an unrealized loss on the Companys investment in fixed
  rate treasury securities in the amount of $14. The contractual maturity of
  all debt securities is within one year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                              
| | F.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Trade Receivables                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                              
| | Trade
  accounts receivable are recorded at the invoiced amount and do not bear
  interest. Amounts collected on trade accounts receivable are included in net
  cash provided by operating activities in the consolidated statements of cash
  flows. The financial statements include an allowance for loss from
  receivables for which collection is in doubt.  In determining the adequacy of the allowance consideration is
  given to the historical experience, aging of the receivable and to
  information available about specific debtors, including their financial
  situation, the volume of their operations, and evaluation of the security
  received from them or their guarantors.

F-16

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 2  Significant Accounting Policies (contd)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------
| | G.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Inventories                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                    
| | Inventories
  are stated at the lower of cost or market value. Cost is determined by
  calculating raw materials, work in process and finished products on a moving
  average basis. Inventory write-offs are provided to cover risks arising from
  slow moving items or technological obsolescence. Such write-offs, which were
  not material for 2005, 2006 and 2007, have been included in cost of revenues.                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                    
| | Effective
  January1, 2006, the Company adopted FASB Statement No.151, Inventory
  Costs  an Amendment of ARB No.43, Chapter 4 (Statement 151).
  Statement 151 clarifies the accounting for abnormal amounts of idle facility
  expense, freight, handling costs, and wasted material (spoilage) requiring
  that those items be recognized as current-period charges. In addition,
  Statement 151 requires that allocation of fixed production overheads be based
  on the normal capacity of the production facilities. The Companys current
  procedures follow these guidelines and therefore the adoption of Statement
  151 had no impact on the valuation of inventory or charges to cost of sales.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                    
| | H.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Investment in an affiliated company
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                    
| | Affiliated
  company means a company held to the extent of 49%. The investment in an
  affiliated company is accounted for by the equity method.  Profits not yet realized on transactions
  with the Group are eliminated at the same rate as the percentage holding in
  the affiliated company. As of December 31 2007 and 2006 the investment in the
  affiliated company includes an elimination of profits not yet realized of
  $599 and $751, respectively on the sale of equipment to the affiliated
  company in 2006.                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                    
| | I.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Property, plant and equipment, net 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                    
| | Property,
  plant and equipment are stated at cost less accumulated depreciation.
  Depreciation is calculated by the straight-line method over the estimated
  useful lives of the assets as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|                                                               |  |       |  | 
|-------------------------------------------------------------- |  | ----- |  | 
|                                                               |  | Years | 
|                                                               |  |       | 
|                                                               |  |       |  | 
|Leasehold
  land (over the terms of the lease, see note 6A(1)) |  | 49    |  | 
|Buildings                                                      |  | 25    |  | 
|Computers,
  software and manufacturing equipment              |  | 3-5   |  | 
|Office
  furniture and equipment                               |  | 5-16  |  | 
|Motor
  vehicles                                               |  | 6     |  | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------
| | J.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Impairment of long-lived assets
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                
| | In
  accordance with FASB Statement No. 144 (Statement 144), Accounting for the
  Impairment or Disposal of Long-Lived Assets, long-lived assets, such as
  property, plant, and equipment, and purchased intangible assets subject to
  amortization, are reviewed for impairment whenever events or changes in
  circumstances indicate that the carrying amount of an asset may not be
  recoverable. If circumstances require a long-lived asset be tested for
  possible impairment, the Company first compares undiscounted cash flows
  expected to be generated by an asset to the carrying value of the asset. If
  the carrying value of the long-lived asset is not recoverable on an
  undiscounted cash flow basis, impairment is recognized to the extent that the
  carrying value exceeds its fair value. Fair value is determined through
  various valuation techniques including discounted cash flow models, quoted
  market values and third-party independent appraisals, as considered
  necessary.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                
| | No
  impairment losses have been identified for each of the years ended December
  31, 2005, 2006 and 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-17

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 2  Significant Accounting Policies (contd)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------
| | K.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Goodwill and purchased intangible assets
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         
| | Goodwill
  represents the excess of the aggregate purchase price over the fair value of
  the net assets acquired in a purchase business combination. Goodwill is not
  amortized, but rather is tested for impairment at least annually or between
  annual tests if certain events or indicators of impairment occur in
  accordance with SFAS No. 142, Goodwill and Other Intangible Assets.
  Goodwill is tested for impairment at the reporting unit level by comparing
  the fair value of the reporting unit with its carrying value. Fair value was
  determined using a discounted cash flow analysis. The test was based on the
  Companys single reporting unit structure. During the years 2005, 2006 and
  2007, no impairment losses were identified.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         
| | Purchased
  intangible assets are carried at cost, less accumulated amortization.  Amortization is computed over the
  estimated useful lives of the respective assets, generally three to seven
  years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         
| | L.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Revenue recognition                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         
| | The Group
  generates revenues from product sales, licensing and transaction fees.
  Revenues are also generated from non-recurring engineering, customer services
  and technical support.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         
| | Revenues
  from products sales and non-recurring engineering are recognized in
  accordance with Staff Accounting Bulletin (SAB) No. 104 Revenue
  Recognition, when delivery has occurred provided there is persuasive
  evidence of an agreement, the fee is fixed or determinable and collection of
  the related receivable is probable and no further obligations exist. In the
  case of non-recurring engineering, revenue is recognized on completion of
  testing and approval of the customization of the product by the customer and
  provided that no further obligation exists.                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         
| | Technology
  license revenues are recognized at the time the technology and license is
  delivered to the customer, collection is probable, the fee is fixed and
  determinable, a persuasive evidence of an agreement exists, no significant
  obligation remains under the sale or licensing agreement and no significant
  customer acceptance requirements exist after delivery of the technology.                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         
| | Transaction
  fees are recognized as earned based on usage. Usage is determined by
  receiving confirmation from the users.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         
| | Revenues
  relating to customer services and technical support are recognized as the
  services are rendered ratably over the term of the related contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         
| | M.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Research and development costs          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         
| | Research and
  development costs are charged to operations as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                         
| | Participation
  and grants from the Government of Israel (Office of the Chief Scientist -
  OCS) in approved programs for research and development are recognized as a
  reduction of expense as the related costs are incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-18

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 2  Significant Accounting Policies (contd)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                         
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------
| | N.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Stock-based compensation
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                         
| | Employees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                         
| | Prior to
  January 1, 2006, the Company accounted for stock based employee and directors
  compensation by using the intrinsic value method prescribed in Accounting
  Principles Board Opinion No. 25, Accounting for Stock Issued to Employees
  (APB 25) and related interpretations, as permitted by SFAS No. 123,
  Accounting for Stock-Based Compensation (SFAS 123). Accordingly,
  compensation cost for stock options was measured as the excess of the market
  price of the underlying stock on the date of grant over the exercise price
  and was recognized over the scheduled vesting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                         
| | On January
  1, 2006, the Company adopted SFAS No. 123 (revised 2004), Share-Based Payment
  (SFAS 123(R)) which requires the measurement and recognition of
  compensation expense for all share-based payment awards made to employees and
  directors based on estimated fair values. The Company adopted SFAS 123(R)
  using the modified-prospective-transition method. Under the
  modified-prospective-transition method, compensation cost is recognized on a
  prospective basis for all share-based payments granted prior to, but not yet
  vested as of January 1, 2006, based on the grant date fair value estimated in
  accordance with the original provisions of SFAS 123. For share-based payment
  awards granted after January 1, 2006, the Company recognizes compensation
  cost based on estimated grant date fair value using the Black-Scholes option
  pricing model. In accordance with the modified prospective method, the
  Companys consolidated financial statements for prior periods have not been
  restated to reflect, and do not include, the impact of SFAS 123(R).  As a result of adopting SFAS 123 (R), the
  Companys loss before taxes and minority interests and net loss for the year
  ended December 31, 2006, are $2,354 larger, and loss per share for the year
  ended December 31, 2006 is $0.17 larger, than if it had continued to account for
  share-based compensation under APB 25. Upon adoption of SFAS 123(R), the $833
  in Additional Paid-In Capital and the offsetting amount in Deferred
  Stock-Based Compensation, that are both reflected in shareholders equity at
  December 31, 2005, have been reversed as required by SFAS 123 (R). The net
  effect has no change in total shareholders equity.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                         
| | The
  following table illustrates the effect on net loss and loss per share if the
  Company had applied the fair value recognition provisions of SFAS 123 to
  options granted under the Companys stock option plans for the year ended
  December 31, 2005:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|                                                                                 |  |      |         |  
|-------------------------------------------------------------------------------- |  | ---- | ------- | -
|                                                                                 |  | 2005 |        
|                                                                                 |  |      |        
|                                                                                 |  |      |         |  
|Net loss as reported                                                             |  | $    | (9,113  | )
|Deduct: Compensation expense according to
  APB 25 included in reported net loss |  |      | 8,948   |  
|Add: Application of compensation expenses
  according to SFAS No. 123            |  |      | (22,911 | )
|                                                                                 |  |      |         |  
|                                                                                 |  |      |         |  
|Pro forma net loss                                                               |  | $    | (23,076 | )
|                                                                                 |  |      |         |  
|                                                                                 |  |      |         |  
|Basic and diluted net loss per ordinary
  share as reported from:                |  |      |         |  
|Loss before extraordinary item                                                   |  | $    | (1.01   | )
|Extraordinary
  item                                                             |  | $    | 0.05    |  
|                                                                                 |  |      |         |  
|Net loss                                                                         |  | $    | (0.96   | )
|                                                                                 |  |      |         |  
|                                                                                 |  |      |         |  
|Pro forma basic and diluted net loss per
  share from:                           |  |      |         |  
|                                                                                 |  |      |         |  
|Loss before extraordinary item                                                   |  | $    | (2.48   | )
|Extraordinary item                                                               |  |      | 0.05    |  
|                                                                                 |  |      |         |  
|Net loss                                                                         |  | $    | (2.43   | )
|                                                                                 |  |      |         |  

F-19

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 2  Significant Accounting Policies (contd)

| |                                                                                                                                                                                                                                                                                                                                 |                                  
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------
| | N.                                                                                                                                                                                                                                                                                                                              | Stock-based compensation (contd)
| |                                                                                                                                                                                                                                                                                                                                 |                                  
| | During 2007
  most of the options were granted with a par value exercise price and during
  2006 all options were granted with a par value exercise price. Due to the par
  value nominal amount of NIS 0.1, the fair value of these options was
  estimated to be equal to the Companys market share price at the grant date.
| |                                                                                                                                                                                                                                                                                                                                 |                                  
| | The fair
  value of each option granted during 2005 and 2007, and is not included in the
  aforementioned, was estimated on the date of grant, using the Black-Scholes
  model using the following assumptions:                                                                                                                

| |    |                                                                                                                                                                                                                           
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Dividend
  yield of zero percent for all periods.                                                                                                                                                                         
| |    |                                                                                                                                                                                                                           
| | 2. | Risk-free
  interest rate of 4.1%, 2.93% for, 2005 and 2007, respectively.                                                                                                                                                
| |    |                                                                                                                                                                                                                           
| | 3. | Estimated
  expected lives of 3-5 years for all periods.                                                                                                                                                                  
| |    |                                                                                                                                                                                                                           
| | 4. | Expected
  average volatility of 70% - 76%, 46% for 2005 and 2007, respectively which
  represent a weighted average standard deviation rate for the price of the
  Companys Ordinary Shares in the NASDAQ Global Market.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------
| | For additional information see Note 10C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     
| | Non-Employees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     
| | The Company
  applies SFAS No. 123 and EITF 96-18, Accounting for Equity Instruments that
  are Issued to Other than Employees for Acquiring, or in Conjunction with
  Selling, Goods or Services with respect to options issued to
  non-employees.  SFAS No. 123 requires
  use of an option valuation model to measure the fair value of these options
  at the grant date. During 2007 and 2006 all options were granted with a par
  value exercise price. Due to the par value nominal amount of NIS 0.1, the
  fair value of these options was estimated to be equal to the Companys market
  share price at the grant date.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     
| | O.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Basic and diluted net loss per share
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     
| | Basic and
  diluted net loss per ordinary share is computed based on the weighted average
  number of ordinary shares outstanding during each year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     
| | All
  outstanding stock options and warrants (7,515,627, 3,488,145 and 5,394,790
  for 2005, 2006 and 2007, respectively), have been excluded from the
  calculation of the diluted net loss per ordinary share because all such
  securities are anti-dilutive for all periods presented.                                                                                                                                                                                                                                                                                                                                            

F-20

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 2Significant Accounting Policies
(contd)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------
| | P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Fair value of financial instruments
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    
| | The Company,
  in estimating fair value for financial instruments, used the following
  methods and assumptions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    
| | The carrying
  amounts of cash and cash equivalents, trade receivables, short-term bank
  credit and trade payables are equivalent to, or approximate their fair value
  due to the short-term maturity of these instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    
| | The fair
  value of marketable securities is based on quoted market prices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    
| | Long-term
  receivables are presented at the present value of expected future cash flows
  discounted at the interest rate of 10%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    
| | The carrying
  amounts of long-term loans are equivalent to or approximate their fair value
  as they bear interest at approximate market rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    
| | Q.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Taxes on income                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    
| | The Company
  accounts for taxes on income in accordance with SFAS No. 109, Accounting for
  Income Taxes. Deferred tax assets and liabilities are recognized for the
  future tax consequences attributable to differences between the financial
  statements carrying amounts of existing assets and liabilities and their
  respective tax bases and operating loss and tax credit carryforwards.
  Deferred tax assets and liabilities are measured using enacted tax rates
  expected to apply to taxable income in the years in which those temporary
  differences are expected to be recovered or settled.  The effect on deferred tax assets and
  liabilities of a change in tax rates is recognized in the consolidated
  statement of operations in the period that includes the enactment date. The
  Company provides a valuation allowance to reduce deferred tax assets to the
  amount that is more likely than not to be realized.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    
| | R.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Severance pay                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    
| | The
  Companys liability for severance pay for its Israeli employees is calculated
  pursuant to Israeli severance pay law based on the most recent salary of the
  employee multiplied by the number of years of employment, as of the balance
  sheet date. Employees are entitled to one months salary for each year of
  employment or a portion thereof. Certain senior executives are entitled to
  receive additional severance pay. The Companys liability for all of its
  Israeli employees is partly provided by monthly deposits for insurance
  policies and by an accrual. The value of these policies is recorded as an
  asset in the Companys balance sheet.                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    
| | The
  deposited funds include profits accumulated up to the balance sheet date. The
  deposited funds may be withdrawn only upon the fulfillment of the obligation
  pursuant to Israeli Severance Pay Law or labor agreements. The value of the
  deposited funds is based on the cash surrendered value of these policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    
| | Severance
  pay expenses for the years ended December 31, 2005, 2006 and 2007 amounted to
  approximately $557, $816 and $304, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-21

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 2  Significant Accounting Policies
(contd)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                              
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------
| | S.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Advertising expenses         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                              
| | Advertising
  expenses are charged to the statements of operations as incurred. Advertising
  expenses for the years ended December 31, 2005, 2006 and 2007 amounted to
  approximately $401, $662 and $780, respectively.                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                              
| | T.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Concentrations of credit risk
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                              
| | Financial
  instruments that potentially subject the Company to concentrations of credit
  risk consist principally of cash and cash equivalents, U.S. treasury
  securities, long-term receivables and trade receivables.                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                              
| | Cash and
  cash equivalents are invested mainly in U.S. dollars with major banks in
  Israel and the United States. Management believes that the financial
  institutions that hold the Groups investments are financially sound and,
  accordingly, minimal credit risk exists with respect to these investments.                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                              
| | U.S.
  treasury securities are denominated in U.S. dollars.  Management believes that minimal credit
  risk exists with respect to these securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                              
| | Most of the
  Companys trade receivables are derived from sales to large and financially
  secure organizations located mainly in the United States, Far East, Africa
  and Europe. An allowance for doubtful accounts is determined on the basis of
  specific identification of balances, the collection of which, in managements
  opinion, is doubtful. In determining the adequacy of the provision,
  management bases its opinion, inter alia, on the estimated risks, in reliance
  on available information with respect to the debtors financial
  position.  As for major customers, see
  Note 13.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                              
| | The activity
  in the allowance for doubtful accounts for the years ended December 31, 2005,
  2006 and 2007 is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

|                                                       |  |      |      |      |   |      |   |   |       |  
|------------------------------------------------------ |  | ---- | ---- | ---- | - | ---- | - | - | ----- | -
|                                                       |  | 2005 |      | 2006 |   | 2007 |  
|                                                       |  |      |      |      |   |      |  
|                                                       |  |      |      |      |   |      |   |   |       |  
|Allowance for doubtful accounts at
  beginning of year |  | $    | 329  |      | $ | 785  |   | $ | 234   |  
|Additions charged to provision doubtful
  accounts     |  |      | 151  |      |   | 84   |   |   | 2,560 |  
|Write-downs charged against the
allowance              |  |      | (209 | )    |   | (639 | ) |   | (29   | )
|Translation differences                                |  |      | (6   | )    |   | 4    |   |   | 2     |  
|Increase from  acquisition/disposal of
subsidiaries    |  |      | 520  |      |   | -    |   |   | -     |  
|                                                       |  |      |      |      |   |      |   |   |       |  
|                                                       |  |      |      |      |   |      |   |   |       |  
|Allowance for doubtful accounts at end of
  year       |  | $    | 785  |      | $ | 234  |   | $ | 2,767 |  
|                                                       |  |      |      |      |   |      |   |   |       |  

| |                                                                                                                                                                                                                                                                     |                              
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------
| | U.                                                                                                                                                                                                                                                                  | Commitments and contingencies
| |                                                                                                                                                                                                                                                                     |                              
| | Liabilities
  for loss contingencies arising from claims, assessments, litigations, fines
  and penalties and other sources are recognized when it is probable that a
  liability has been incurred and the amount of the assessment can be
  reasonably estimated.

F-22

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 2Significant Accounting Policies
(contd)

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | V. | Comprehensive loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The
  Companys comprehensive loss consists of net loss, net unrealized gains
  (losses) on available for sale securities and on the change in foreign
  currency translation adjustments, and is presented in the consolidated
  statement of comprehensive income (loss).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | W. | Recently issued accounting standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1. | In September
  2006, the FASB issued FASB Statement No. 157, Fair Value Measurement
  (Statement 157). Statement 157 defines fair value, establishes a framework
  for the measurement of fair value, and enhances disclosures about fair value
  measurements. The Statement does not require any new fair value measures. The
  Statement is effective for fair value measures already required or permitted
  by other standards for fiscal years beginning after November 15, 2007. The
  Company is required to adopt Statement 157 beginning on January 1, 2008.
  Statement 157 is required to be applied prospectively, except for certain financial
  instruments. Any transition adjustment will be recognized as an adjustment to
  opening retained earnings in the year of adoption. In February 2008, the FASB
  approved FSP FAS 157-2, which grants proposed a one-year deferral of
  Statement 157s fair-value measurement requirements for nonfinancial assets
  and liabilities, except for items that are recognized or disclosed at fair
  value in the financial statements on a recurring basis. The Company does not
  believe that the adoption of the provisions of SFAS No. 157 will materially
  impact its financial position, results of operations or cash flows.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 2. | In February,
  2007, the FASB issued FASB Statement No. 159, The Fair Value Option for
  Financial Assets and Financial Liabilities  Including an amendment of FASB
  Statement No. 115, which permits entities to irrevocably choose to measure
  many financial assets and liabilities at fair value that are not currently
  required to be measured at fair value. If the fair value option is elected,
  changes in fair value would be recorded in results of operations at each
  subsequent reporting date. The Statement allows entities to achieve an offset
  accounting effect for certain changes in fair value of certain related assets
  and liabilities without having to apply complex hedge accounting provisions,
  and is expected to expand the use of fair value measurement consistent with
  the Boards long-term objectives for financial instruments. This Statement is
  effective as of the beginning of an entitys first fiscal year that begins after
  November 15, 2007. The Company does not believe that the adoption of the
  provisions of SFAS No. 159 will materially impact its financial position,
  results of operations or cash flows.                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 3. | In June
  2007, the FASB reached a final consensus on Emerging Issues Task Force Issue
  07-3, Accounting for Advance Payments for Goods or Services to Be Used in
  Future Research and Development Activities (EITF 07-03). The consensus
  reached by the FASB requires companies involved in research and development activities
  to capitalize such non-refundable advance payments for goods and services
  pursuant to an executory contractual arrangement because the right to receive
  those services in the future represents a probable future economic benefit.
  Those advance payments will be capitalized until the goods have been
  delivered or the related services have been performed. The consensus on EITF
  07-03 is effective prospectively for financial statements issued for fiscal
  years beginning after December15, 2007, and interim periods within those
  fiscal years. Earlier application is not permitted. The Company does not
  believe that the adoption of the provisions of EITF 07-03 will materially
  impact its financial position, results of operations or cash flows.                                                                                                                                                                   

F-23

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 2Significant Accounting Policies
(contd)

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | W. | Recently issued accounting standards (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 4. | In December
  2007, the FASB issued FASB Statement No. 141R, Business Combinations
  (Statement 141R) and FASB Statement No. 160, Noncontrolling Interests in
  Consolidated Financial Statements  an amendment to ARB No. 51 (Statement
  160). Statements 141R and 160 require most identifiable assets, liabilities,
  noncontrolling interests, and goodwill acquired in a business combination to
  be recorded at full fair value and require noncontrolling interests
  (previously referred to as minority interests) to be reported as a component
  of equity, which changes the accounting for transactions with noncontrolling
  interest holders. Both Statements are effective for periods beginning on or
  after December 15, 2008, and earlier adoption is prohibited. Statement 141R
  will be applied to business combinations occurring after the effective date.
  Statement 160 will be applied prospectively to all noncontrolling interests,
  including any that arose before the effective date. The Company is currently
  evaluating the impact of adopting Statement 141R and Statement 160 on its
  results of operations and financial position.

F-24

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 3  Other Receivables and Prepaid
Expenses

|                                                              |  |               |       |      |   |       | 
|------------------------------------------------------------- |  | ------------- | ----- | ---- | - | ----- | 
|                                                              |  | December
  31 |      
|                                                              |  |               |      
|                                                              |  | 2006          |       | 2007 |  
|                                                              |  |               |       |      |  
|                                                              |  |               |       |      |   |       | 
|Government institutions                                       |  | $             | 649   |      | $ | 678   | 
|Prepaid expenses                                              |  |               | 298   |      |   | 282   | 
|Receivable in respect of sale of a
  subsidiary (see Note 1C) |  |               | 326   |      |   | -     | 
|Other receivables                                             |  |               | 836   |      |   | 2,676 | 
|                                                              |  |               |       |      |   |       | 
|                                                              |  |               |       |      |   |       | 
|                                                              |  | $             | 2,109 |      | $ | 3,636 | 
|                                                              |  |               |       |      |   |       | 

Note 4  Inventories

|                  |  |               |        |      |   |        | 
|----------------- |  | ------------- | ------ | ---- | - | ------ | 
|                  |  | December
  31 |       
|                  |  |               |       
|                  |  | 2006          |        | 2007 |  
|                  |  |               |        |      |  
|                  |  |               |        |      |   |        | 
|Raw materials     |  | $             | 4,667  |      | $ | 4,697  | 
|Work in progress  |  |               | 4,033  |      |   | 5,530  | 
|Finished products |  |               | 1,644  |      |   | 3,015  | 
|                  |  |               |        |      |   |        | 
|                  |  |               |        |      |   |        | 
|                  |  | $             | 10,344 |      | $ | 13,242 | 
|                  |  |               |        |      |   |        | 

Note 5  Goodwill and Intangible Assets, Net

| |    |         
| | -- | --------
| | A. | Goodwill

|                                            |  |               |        |      |   |        | 
|------------------------------------------- |  | ------------- | ------ | ---- | - | ------ | 
|                                            |  | December
  31 |       
|                                            |  |               |       
|                                            |  | 2006          |        | 2007 |  
|                                            |  |               |        |      |  
|                                            |  |               |        |      |   |        | 
|Balance as of January 1                     |  | $             | 4,146  |      | $ | 23,387 | 
|Changes during the year  Goodwill
acquired |  |               | 19,241 |      |   | -      | 
|                                            |  |               |        |      |   |        | 
|                                            |  |               |        |      |   |        | 
|Balance as of December 31                   |  | $             | 23,387 |      | $ | 23,387 | 
|                                            |  |               |        |      |   |        | 

F-25

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 5  Goodwill and Intangible Assets, Net

| |    |                       
| | -- | ----------------------
| | B. | Intangible assets, net

|                                     |  |               |       |               |   |       | 
|------------------------------------ |  | ------------- | ----- | ------------- | - | ----- | 
|                                     |  | December
  31 |       | December
  31 |  
|                                     |  |               |       |               |  
|                                     |  | 2006          |       | 2007          |  
|                                     |  |               |       |               |  
|                                     |  |               |       |               |   |       | 
|Cost                                 |  |               |       |               |   |       | 
|Technology                           |  | $             | 1,582 |               | $ | 1,582 | 
|Brand                                |  |               | 579   |               |   | 579   | 
|Know-how                             |  |               | 452   |               |   | 452   | 
|Customer contracts and relationships |  |               | 5,604 |               |   | 5,604 | 
|                                     |  |               |       |               |   |       | 
|                                     |  |               |       |               |   |       | 
|Total cost                           |  |               | 8,217 |               |   | 8,217 | 
|                                     |  |               |       |               |   |       | 
|                                     |  |               |       |               |   |       | 
|Accumulated amortization             |  |               |       |               |   |       | 
|Technology                           |  |               | 780   |               |   | 1,044 | 
|Brand                                |  |               | 232   |               |   | 348   | 
|Know-how                             |  |               | 452   |               |   | 452   | 
|Customer contracts and relationships |  |               | 930   |               |   | 1,864 | 
|                                     |  |               |       |               |   |       | 
|Total Accumulated amortization       |  |               | 2,394 |               |   | 3,708 | 
|                                     |  |               |       |               |   |       | 
|                                     |  |               |       |               |   |       | 
|                                     |  | $             | 5,823 |               | $ | 4,509 | 
|                                     |  |               |       |               |   |       | 

| |    |                                                                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------
| | i. | Amortization
  expense amounted to $700, $821 and $1,314 for the years ended December 31,
  2005, 2006 and 2007, respectively.
| |    |                                                                                                                               
| | ii | Estimated
  amortization expenses for the years ending:                                                                       

|            |  |   |       | 
|----------- |  | - | ----- | 
|December 31 |  |   |       | 
|            |  |   |       | 
|           
|2008        |  | $ | 1,309 | 
|2009        |  |   | 1,261 | 
|2010        |  |   | 876   | 
|2011        |  |   | 814   | 
|2012        |  |   | 249   | 

F-26

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 6  Property, Plant and Equipment, Net

| |    |            
| | -- | -----------
| | A. | Consist of:

|                                                  |  |               |        |               |   |        | 
|------------------------------------------------- |  | ------------- | ------ | ------------- | - | ------ | 
|                                                  |  | December
  31 |        | December
  31 |  
|                                                  |  |               |        |               |  
|                                                  |  | 2006          |        | 2007          |  
|                                                  |  |               |        |               |  
|                                                  |  |               |        |               |   |        | 
|Cost                                              |  |               |        |               |   |        | 
|Land                                              |  | $             | 97     |               | $ | 504    | 
|Leasehold land (1)                                |  |               | 272    |               |   | 272    | 
|Buildings on leasehold land (1)                   |  |               | 4,326  |               |   | 4,340  | 
|Buildings                                         |  |               | 3,077  |               |   | 7,161  | 
|Computers, software and manufacturing
  equipment |  |               | 9,919  |               |   | 14,577 | 
|Office furniture and equipment                    |  |               | 1,072  |               |   | 1,892  | 
|Motor vehicles                                    |  |               | 371    |               |   | 607    | 
|                                                  |  |               |        |               |   |        | 
|                                                  |  |               |        |               |   |        | 
|Total cost                                        |  |               | 19,134 |               |   | 29,353 | 
|                                                  |  |               |        |               |   |        | 
|                                                  |  |               |        |               |   |        | 
|Total accumulated depreciation                    |  |               | 5,816  |               |   | 8,502  | 
|                                                  |  |               |        |               |   |        | 
|                                                  |  |               |        |               |   |        | 
|Net book value                                    |  | $             | 13,318 |               | $ | 20,851 | 
|                                                  |  |               |        |               |   |        | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The
  leasehold land consists of two plots owned by the Israel Lands
  Administration. Rights to leasehold land on the first plot extend over the
  original period of 49 years ending in the year 2041 with an option to extend
  for an additional 49 years, and on the second plot for a period of 49 years,
  which will end in the year 2047 with an option to extend for a further 49
  years. The amount includes payments on account of land development and
  payments of the capitalization of leasing payments. The rent for the initial
  49-year term of each of these leases was prepaid in its entirety at the
  beginning of the lease terms as is customary in Israel for leases of property
  for industrial purposes from the Israel Lands Authority.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (2) | As to liens
  - See Note 9C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (3) | Depreciation
  expenses amounted to $981, $1,862 and $2,580 for the years ended December 31,
  2005, 2006 and 2007, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | B.  | During 2005,
  the Company entered into a Production Line Equipment Supply Agreement (the
  Equipment Agreement) with POE, under which POE agreed to supply the Company
  with specified equipment and machinery for the manufacture of smart cards for
  an aggregate purchase price of $1,700, which was paid to POE through the
  issuance of 137,208 of the Companys ordinary shares in August 2005. The
  equipment and machinery were received during 2006.                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | C.  | Pursuant to
  an agreement by and among the Company, InterCard Systemelectronic GmbH
  (InterCard,) a wholly owned German subsidiary and Queisser GmbH, as general
  contractor, during July 2006, the Company issued to Queisser an aggregate of
  200,000 of its ordinary shares, value at approximately $1.5 million as
  consideration for Queisser performance as general contractor under the
  agreement. The agreement was entered into in connection with our construction
  of a new building facility in Germany with production and assembly halls,
  manufacturing line equipment and offices.                                                                                                                                                           

F-27

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 6  Property, Plant and Equipment, Net
(contd)

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | D. | On February
  16, 2007, the Company completed the acquisition of the smart card module
  production line of Barun Electronics Co. Ltd. (Barun), a Korean company,
  for consideration of 480,000 of its ordinary shares and 50,000 warrants at
  par value, valued at approximately $3.3
  million. As of December 31, 2007 the equipment has not been commenced
  operative. Pursuant to the acquisition agreement, the Company has registered
  under the Securities Act the resale of the 480,000 ordinary shares issued to
  Barun.                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | The 480,000
  ordinary shares issued to Barun in connection with the transaction are
  subject to a lock-up agreement, whereby (i) 126,000 ordinary shares were
  released upon presentation by Barun to the escrow agent of a confirmation
  that certain specified machinery has been received by the Company, (ii)
  189,000 ordinary shares shall be released in 12 equal monthly installments
  (of 15,750 ordinary shares each) on the first day of each calendar month
  following the arrival confirmation date, and (iii) 165,000 ordinary shares
  shall be released in 12 equal monthly installments (of 13,750 ordinary shares
  each) on the first day of each calendar month commencing at the end of the
  12-month period referred to in the foregoing clause.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | E. | During 2007
  the Company issued 45,400 options at par value, valued at approximately $288
  in connection with purchase of property, plant and equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Note 7  Other Current Liabilities

|                               |  |               |       |               |   |       | 
|------------------------------ |  | ------------- | ----- | ------------- | - | ----- | 
|                               |  | December
  31 |       | December
  31 |  
|                               |  |               |       |               |  
|                               |  | 2006          |       | 2007          |  
|                               |  |               |       |               |  
|                               |  |               |       |               |   |       | 
|Employees and related expenses |  | $             | 1,706 |               | $ | 2,193 | 
|Accrued expenses               |  |               | 744   |               |   | 1,403 | 
|Customer advances              |  |               | 397   |               |   | 1,540 | 
|Other current liabilities      |  |               | 484   |               |   | 208   | 
|                               |  |               |       |               |   |       | 
|                               |  |               |       |               |   |       | 
|                               |  | $             | 3,331 |               | $ | 5,344 | 
|                               |  |               |       |               |   |       | 

Note 8  Long-Term Loans

| |    |                                  
| | -- | ---------------------------------
| | A. | Composition
  of Long-Term Loans:

|                          |  |               |       |               |   |       | 
|------------------------- |  | ------------- | ----- | ------------- | - | ----- | 
|                          |  | December
  31 |       | December
  31 |  
|                          |  |               |       |               |  
|                          |  | 2006          |       | 2007          |  
|                          |  |               |       |               |  
|                          |  |               |       |               |   |       | 
|Long-term loans           |  | $             | 2,578 |               | $ | 2,926 | 
|Less - current maturities |  |               | 461   |               |   | 494   | 
|                          |  |               |       |               |   |       | 
|                          |  |               |       |               |   |       | 
|                          |  | $             | 2,117 |               | $ | 2,432 | 
|                          |  |               |       |               |   |       | 

| |                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of
  December 31, 2007, the loans are from banks and are denominated in U.S.
  dollars ($1,168; matures in the years 2010 - 2012), Euro ($1,593; mature in
  the years 2010 - 2012), South African Rand ($69; matures in 2010) and Polish
  Zloty ($96; matures in 2010). As of December 31, 2007 these loans bear
  interest at rates raging from 3.9%-6.9% (mainly 6.1%) per annum.

F-28

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 8  Loans-term (contd)

| |    |                                                                       
| | -- | ----------------------------------------------------------------------
| | B. | Repayments
  of Long-Term Loans Dates Subsequent to December 31, 2007:

|           |  |   |       | 
|---------- |  | - | ----- | 
|2008       |  | $ | 495   | 
|2009       |  |   | 548   | 
|2010       |  |   | 453   | 
|2011       |  |   | 209   | 
|2012       |  |   | 209   | 
|Thereafter |  |   | 1,012 | 
|           |  |   |       | 
|           |  |   |       | 
|           |  | $ | 2,926 | 
|           |  |   |       | 

| |    |                                                                                   
| | -- | ----------------------------------------------------------------------------------
| | C. | Composition
  of Short-Term Bank Credit and Current Maturities of Long-Term Loans:

|                                        |  |                 |     |               |      |      |  |      |     |  |   |       | 
|--------------------------------------- |  | --------------- | --- | ------------- | ---- | ---- |  | ---- | --- |  | - | ----- | 
|                                        |  | December
  31   |     | December
  31 |     
|                                        |  |                 |     |               |     
|                                        |  | 2006            |     | 2007          |      | 2006 |  | 2007 |    
|                                        |  |                 |     |               |      |      |  |      |    
|                                        |  | %               |     | %             |      |      |  |      |    
|                                        |  |                 |     |               |      |      |  |      |    
|                                        |  | Interest
  rate |     |               |      |      | 
|                                        |  |                 |     |               |      |      | 
|                                        |  |                 |     |               |      |      |  |      |     |  |   |       | 
|In NIS                                  |  |                 | 9.5 |               | 7.85 |      |  |      | 37  |  |   | 1,558 | 
|In USD                                  |  |                 |     |               | 6.9  |      |  |      | -   |  |   | 2,033 | 
|In Euro                                 |  |                 |     |               | 5.5  |      |  |      | -   |  |   | 1,250 | 
|                                        |  |                 |     |               |      |      |  |      |     |  |   |       | 
|                                        |  |                 |     |               |      |      |  |      | 37  |  |   | 4,841 | 
|Current
  maturities of long-term loans |  |                 |     |               |      |      |  |      | 461 |  |   | 495   | 
|                                        |  |                 |     |               |      |      |  |      |     |  |   |       | 
|                                        |  |                 |     |               |      |      |  | $    | 498 |  | $ | 5,336 | 
|                                        |  |                 |     |               |      |      |  |      |     |  |   |       | 

| |                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | The weighted
  average interest rate of the Short-Term bank credit for the years ended
  December 31, 2006 and 2007 were 9.5% and 6.8%, respectively.

| |    |                                                                                                  
| | -- | -------------------------------------------------------------------------------------------------
| | D. | Liens for
  short-term and long-term borrowings - see Note 9C.                                   
| |    |                                                                                                  
| | E. | As of
  December 31, 2007, the Group has authorized credit lines of approximately
  $2.0 million.

F-29

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 9  Commitments and Contingencies

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                               
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------
| | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Commitments and Contingencies:
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                               
| | The Company
  and its Israeli subsidiary, EasyPark, have entered into several research and
  development agreements, pursuant to which the Company and EasyPark are
  obligated to pay royalties to the Government of Israel at a rate of 3% and
  3.5% of its sales up to the amounts granted (linked to the U.S. dollar with
  annual interest at LIBOR as of the date of approval, for programs approved
  from January 1, 1999 and thereafter).
  As at December 31, 2007, the total amount of grants received, net of
  royalties paid, was approximately $4,651.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Royalties
  paid or accrued amounted to $690, $661 and $698 for the years ended December
  31, 2005, 2006 and 2007, respectively, and were charged to cost of revenues.                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                               
| | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Leases                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                               
| | The Group
  operates from leased facilities in the United States, Israel, Poland, South
  Africa, China and France, leased for periods expiring in years 2008 through
  2012.                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Minimum
  future rentals of premises under non-cancelable operating lease agreements at
  rates in effect as of December 31, 2007 are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                     

|     |  |  |       | 
|---- |  |  | ----- | 
|2008 |  |  | 1,027 | 
|2009 |  |  | 573   | 
|2010 |  |  | 349   | 
|2011 |  |  | 325   | 
|2012 |  |  | 190   | 
|     |  |  |       | 
|     |  |  | 2,464 | 
|     |  |  |       | 

| |                                                                                                                                                                                           |      
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----
| | Rent expense
  amounted to $690, $1,106 and $1,193 for the years ended December 31, 2005,
  2006 and 2007, respectively.                                                                 
| |                                                                                                                                                                                           |      
| | C.                                                                                                                                                                                        | Liens
| |                                                                                                                                                                                          
| | Leasehold
  land is pledged in favor of a bank in relation to both long-term and
  short-term borrowings, and the Company has recorded a floating charge on all
  of its tangible assets.
| |                                                                                                                                                                                          
| | The
  Companys manufacturing facilities have been pledged as security in respect
  of a loan received from a bank.                                                                      

F-30

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 9  Commitments and Contingencies (contd)

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | D. | Legal claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 1. | On September
  3, 2003, Edi Wuhl (in this paragraph, the Plaintiff), a former employee of
  the Company, filed a suit against the Company in the District Labor Court in
  Nazareth in the amount of NIS 3,953 (approximately $900). The suit is based
  on the Plaintiffs claims that the Company breached the employment agreement
  with him, and that the Company owes him commission payment for certain sales.
  On December 17, 2003, the Company filed a statement of defense. On May 23,
  2004, a preliminary hearing was conducted, which did not lead to any
  settlement. Proof hearings were conducted on April 30th, 2006, October 22nd,
  2006 and November 14th, 2006. Subsequent to December 31, 2007, the district
  court has resolved that the Plaintiff is entitled to approximately USD $60,
  therefore, provision in the amount of $60 has been included in the financial
  statements.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 2. | In
  September, 2007 a Plaintiff has filed against one of the subsidiaries of the
  Company (the Subsidiary) a motion to approve a class action at the Tel Aviv
  District Court (the Motion), at the sum of NIS 67.1 million ($16.7
  million). The law suit is based on claims regarding the performance of
  certain device product of the Subsidiary. The Subsidiary filed its response
  during January 2008. At this stage, the Company, based on legal advice,
  estimates that the exposure of the Subsidiary in connection with the motion
  is not probable; therefore, no provision has been made in the financial
  statements in respect of this claim.                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 3. | In October,
  2007, a Plaintiff has filed against one of the subsidiaries of the Company
  (the Subsidiary) and other third parties a motion to approve a class action
  at the Tel Aviv District Court (the Motion), at the sum of approximately
  NIS 2 million ($496,000). According to the Plaintiff, the Subsidiary and the
  other defendants charged via the subsidiarys product, an amount per hour
  which exceeds the amount that they are authorize to charge. After December
  31, 2007, the Subsidiary submitted to court a notice in which it joins to the
  other defendants application to dismiss the motion. At this stage, the
  Company, based on legal advice, is unable to estimate the chances of the
  Motion against the Subsidiary and, therefore, no provision has been made in
  the financial statements in respect of this claim.                                              

F-31

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 10  Shareholders Equity

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A. | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 1. | On November
  14, 2003, the Companys shareholders approved the increase in the Companys
  authorized share capital of NIS 500,000 comprising of 5,000,000 ordinary
  shares of NIS 0.1 par value each. Following the aforesaid Companys
  shareholders approval, the Companys authorized share capital was comprised
  of 10,000,000 ordinary shares of NIS 0.1 par value each.                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 2. | In December
  2003, pursuant to stock and warrant purchase agreements, the Company issued
  to an investor 650,000 ordinary shares in consideration for $3,413.
  Concurrently with the above share issuance, the Company issued to the
  investor warrants to purchase 325,000 ordinary shares at a per share exercise
  price of $6.5. All warrants were already exercised.                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | The Company
  incurred, in respect of the above, finders fee expenses equivalent to 4% of
  the amount raised by the Company and, in addition, issued warrants to
  purchase 45,500 ordinary shares at a per share exercise price of $6.5. Total
  of 30,334 warrants are still exercisable.                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 3. | Following a
  private placement agreement signed on October 23, 2003, on January 7, 2004
  the Company entered into a stock purchase agreement pursuant to which the
  Company issued to investors 100,000 ordinary shares in consideration of $315.                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 4. | On April 6,
  2004, the Companys shareholders approved the increase of the Companys
  authorized share capital by NIS 2,000,000 comprising of 20,000,000 ordinary
  shares of NIS 0.1 par value each. Following the increase, the Companys
  authorized share capital was comprised of 30,000,000 ordinary shares of NIS
  0.1 par value each.                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 5. | On April 29,
  2004, pursuant to a Securities Purchase Agreement, the Company issued to
  investors 1,300,000 ordinary shares in consideration for $15,132.
  Concurrently, with the above share issuance, the Company issued to the
  investors warrants to purchase 780,000 ordinary shares at a per share
  exercise price of $13.97.  The
  warrants are fully exercisable and expire in April 2009. A total of 738,000
  warrants are still exercisable.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | The Company
  incurred, in respect of the above, finders fee expenses equivalent to
  approximately 6% of the amount raised by the Company and, in addition, issued
  warrants to purchase 124,800 ordinary shares at a per share exercise price of
  $13.97. The warrants are fully exercisable and expire in April 2009.                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 6. | During 2004
  warrants to purchase 1,051,224 ordinary shares were converted into ordinary
  shares in consideration of $6,092. Additional warrants to purchase 140,764
  ordinary shares were converted into 53,975 ordinary shares through cashless
  exercise.                                                                                                                                                                                             

F-32

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 10  Shareholders Equity (contd)

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A. | Share capital (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 7. | On November
  1, 2005, the Company issued and sold to certain financial institutions, in a
  private placement, 1,828,026 units, 1,544,568 of which consisted of one
  ordinary share and a warrant to purchase three-fifths of an ordinary share
  and 283,458 of which consisted of one ordinary share and a warrant to
  purchase one-half of an ordinary share. The aggregate purchase price of the
  units was $22,211, based on a market price of $12.15 per unit, which was the
  average closing price of the Companys ordinary shares for the last five
  trading days prior to October 24, 2005, the pricing date.  The warrants, which are for the purchase
  of an aggregate of up to 1,068,471 ordinary shares, are immediately
  exercisable, have terms of five years and an exercise price of $14.58 per
  share, and may be redeemed by the Company after two years if the market price
  of the underlying ordinary shares reaches $26.24 and certain other conditions
  are met. The Company did not receive any additional consideration for its
  issuance of the warrants to the financial institutions, which purchased its
  ordinary shares. In addition to the issuance of warrants to the financial
  institutions, the Company issued an aggregate of 127,961 warrants to the
  placement agent for the private placement of the units and to certain other
  persons who facilitated the offering. In respect of the warrants issued to
  the agent, the Company recorded issuance expenses in the amount of $1,048.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | The Company agreed to prepare and file with the Commission as soon as
  practicable, and in no event later than 45 days, following the closing date
  (i.e., November 1, 2005), a registration statement on Form F-3 to register
  the resale of the purchased shares and the sale of the warrant shares by the
  purchasers from time to time, and to use all commercially reasonable efforts
  to cause such registration statement to be declared effective as promptly as
  possible after filing. The Company filed a registration statement on Form F-3
  in December 2005 to satisfy its obligations described above, and the
  registration statement was declared effective by the Commission in January
  2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | In the event that the registration statement is filed and declared
  effective but, during the registration period, ceases to be effective or
  useable, then the Company has agreed to pay to each purchaser liquidated
  damages, for the period from and including the first day following the
  expiration of the cure period until, but excluding, the earlier of (i) the
  date on which such failure is cured and (ii) the date on which the
  registration period expires, at a rate equal to 1% for each successive
  thirty-day period (or portion thereof) of the total purchase price of the
  purchased securities purchased by such purchaser pursuant to the agreement.
  Such liquidated damages will be payable in cash at the end of such successive
  thirty-day period (or portion thereof). As the Company believes the
  likelihood of meeting the registration effectiveness requirements is highly
  probable, no value was assigned to any potential liquidation penalty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Since both the shares and the underlying warrants were classified
  within equity, an allocation of the proceeds between shares and warrants was
  not considered necessary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 8. | During 2005,
  warrants to purchase 151,480 ordinary shares were converted into ordinary
  shares in consideration of $1,358.
  Additional warrants to purchase 16,000 ordinary shares were converted
  into 5,130 ordinary shares through cash-less exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 9. | On June 18,
  2006, the board of directors approved increasing the authorized share capital
  from 30,000,000 to 50,000,000 ordinary shares.  This increase was approved by the shareholders on August 24,
  2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-33

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.                                
|and its subsidiaries                                     
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands
  except share and per share data

Note 10  Shareholders Equity (contd)

| |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A.                                                                                                                                                                                                                                                                                        | Share capital (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 10.                                                                                                                                                                                                                                                                                       | Pursuant to an
  agreement dated as of July 10, 2006 by and among OTI, Easy Park Ltd., or
  Easy Park, one of the Companys Israeli subsidiaries, and one of the
  minority holders, the Company acquired 2,595 ordinary shares, par value NIS
  0.01 per share, of Easy Park for an aggregate consideration of 12,000 of the
  Companys ordinary shares. Following the transaction, the Company owned
  approximately 94% of the outstanding ordinary shares of Easy Park.
| |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 11.                                                                                                                                                                                                                                                                                       | During 2006,
  warrants to purchase 37,139 ordinary shares were exercised into ordinary
  shares in consideration of $44.                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 12.                                                                                                                                                                                                                                                                                       | During 2007,
  warrants to purchase 66,438 ordinary shares were exercised into ordinary
  shares in consideration of $1.                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | B.                                                                                                                                                                                                                                                                                        | Options to non-employees                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | The Company
  issued options to non-employees, which are accounted for in accordance with
  SFAS No. 123 and EITF No. 96-18 Accounting For Equity Instruments That Are
  Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
  Goods and Services as follows:
| |                                                                                                                                                                                                                                                                                          
| | 1.                                                                                                                                                                                                                                                                                        | In 2004, the
  Company issued 326,888 options to non-employees in respect of services
  rendered. The aggregate fair value of the options was $2,537 based on the
  Black-Scholes option model with the following assumptions: (1) contractual
  life of 5 years (2) no dividend yield, (3) expected volatility of 78% -
  85% and (4) risk free interest rate of 2.5% - 3.29%.                                                                                               
| |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 2.                                                                                                                                                                                                                                                                                        | In 2005, the
  Company issued 286,300 options to non-employee in respect to services
  rendered. The aggregate fair value of the options was $3,192 based on the
  Black-Scholes option model with the following assumptions: (1) contractual
  life of 5 year, (2) no dividend yield, (3) expected volatility of 72%-76% and
  (4) risk-free interest rate of 4.1%-4.5%.                                                                                                     
| |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 3.                                                                                                                                                                                                                                                                                        | In 2006, the
  Company issued 159,675 par value options and shares to non-employee with
  respect to services rendered. The aggregate fair value of the options was
  $1,251 based on the share market price as of day of grant.                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 4.                                                                                                                                                                                                                                                                                        | In 2007, the
  Company issued 637,765 par value options and shares to non-employee with
  respect to services rendered. The aggregate fair value of the options was
  $2,604 based on the share market price as of day of grant.                                                                                                                                                                                                                                              

F-34

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.                                
|and its subsidiaries                                     
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands
  except share and per share data

Note 10  Shareholders Equity (contd)

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | C. | Stock option plans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 1. | In 1995, the
  Companys Board of Directors approved a stock option plan, under which up to
  45,000 share options may be granted to the Groups employees, directors and
  consultants. The vesting period for the options ranges from immediate vesting
  to ratable vesting over a ten-year period. The exercise price of options
  under the plan is at varying prices ranging from $0 to market value at the
  date of grant. Those options will expire up to ten years after the date of
  the grant. Any options which are forfeited or cancelled before expiration
  become available for future grants. In July 1998, the Board of Directors
  expanded the plan for an additional 20,000 share options to be granted. In
  November 1999, the Board of Directors resolved to expand the plan with an
  additional 35,000 share options to be granted. In July 2002, the Board of
  Directors expanded the number of share options available by 30,300.                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 2. | In February
  2001, the Companys Board of Directors approved an additional option plan,
  under which up to 75,000 share options are to be granted to the Companys
  employees, directors and consultants and those of the Companys subsidiaries
  and affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | In February 2002, the
  Companys Board of Directors approved an increase of the number of available
  share options by 150,000 and in July 2002 by a further 600,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | In March, July, September and
  November 2003, the Companys Board of Directors approved an increase of
  375,000, 550,000, 500,000 and 500,000 shares options, respectively, to be
  reserved under the Companys share option plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | On April, 2004, the Companys
  Board of Directors approved an increase of 2,500,000 shares options to be
  reserved under the Companys share option plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | On March, 2005, the Companys
  Board of Directors approved an increase of 2,500,000 shares options to be
  reserved under the Companys share option plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | On September, 2005, the
  Companys Board of Directors approved an increase of 2,000,000 shares options
  to be reserved under the Companys share option plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | On December, 2007, the Companys Board of Directors approved an
  increase of 1,500,000 shares options to be reserved under
  the Companys share option plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | The vesting period for the
  options ranges from immediate vesting to ratable vesting over a ten- year
  period. The exercise price of options under the plan is at varying prices
  ranging from $0 to market value at the date of the grant. Those options will
  expire up to ten years after the date of the grant. Any options which are
  forfeited or cancelled before expiration become available for future grants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 3. | On February
  26, 2002, the Board of Directors approved a grant by which, inter alia, the
  Company may pay, during a 12-month period, the salaries of certain of its
  employees who agree to participate, by way of grant of options at an exercise
  price of par value. All such options are to be held by a trustee, for the
  benefit of each such employee. At the direction of and in accordance with
  instructions given by an employee who has received options, the trustee shall
  exercise such options and sell the shares issued upon such exercise. The
  proceeds mentioned above will be released on a monthly basis by the trustee
  (net of deductions required by law) to the maximum extent necessary for
  payment of such monthly salary to such employee. The Company undertook to pay
  from its own sources any and all differences between the relevant monthly
  salary and such proceeds. The arrangement was subject to the Company, the
  employees and the trustees signature on a detailed agreement and necessary
  ancillary documents.

F-35

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.                                
|and its subsidiaries                                     
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands
  except share and per share data

Note 10  Shareholders Equity (contd)

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | C. | Stock option plans (contd)                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | On March 28, 2003, the Board of Directors
  approved to extend the arrangement of the plan approved by the Board of
  Directors on February 26, 2002 to pay salaries of certain of its employees
  who agree to participate in the plan, by way of grant of options for an
  additional period of 6 months starting May 2003.                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | On October 28, 2003, the Companys Board of
  Directors approved the extension of the arrangement of the plan approved by
  the Board of Directors on February 26, 2002 to pay salaries of certain of its
  employees who agree to participate in the plan, by way of grant of options,
  only for the employees of InterCard group, for the period commencing November
  2003 and ending July 2004.                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | On August 26, 2004, the Companys Board of
  Directors approved the extension of the arrangement of the plan approved by
  the Board of Directors on February 26, 2002 to pay salaries of certain of its
  employees who agree to participate in the plan, by way of grant of options,
  for the period commencing July 2004 and ending December 2004.                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | On November 26, 2004, the Companys Board
  of Directors approved the extension of the arrangement of the plan approved
  by the Board of Directors on February 26, 2002 to pay salaries of certain of
  its employees who agree to participate in the plan, by way of grant of
  options, for a 12-month period commencing January 2005 and ending December
  2005.                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | On April 20, 2005, the
  Companys Board of Directors approved the extension of the arrangement of the
  plan approved by the Board of Directors on February 26, 2002 to pay salaries
  to certain of its employees who agree to participate in the plan, by way of
  grant of options, for a 12-month period commencing April 2005 and ending
  March 2006.                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | As of December 31, 2004 and 2005, 1,055,439
  and 1,106,910 options respectively, have been granted in respect of the
  above-mentioned grant. The exercise price per share for such options is equal
  to the par value of the ordinary shares of the Company. No options have been
  granted in respect of the above-mentioned grant during the years ended
  December 31, 2006 and 2007.                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 4. | On November
  26, 2004, the Companys Board of Directors approved the conversion grant of
  130,230 fully vested options with an exercise price of NIS 0.1 per share to
  OTI Africa Ltd. employees in exchange of each OTI Africa Ltd. employee
  waiving his rights to receive options and/or shares, he is entitled. The
  transaction resulted in a new measurement date and expenses in the amount of
  $1,112 were recorded.

F-36

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.                                
|and its subsidiaries                                     
|                                                         
|Notes to the Consolidated Financial Statements           
|                                                         
|                                                         
|US dollars in thousands
  except share and per share data

Note 10  Shareholders Equity (contd)

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | C. | Stock option plans (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 5. | On April 11,
  2006, the Company offered to each of its and its subsidiaries employees, and
  its directors and office holders (other than External Directors, as such
  term is defined in the Israeli Companies Law of 1999) who held outstanding
  vested and unvested options to purchase an aggregate of 4,485,017 of its
  ordinary shares, which were issued pursuant to the terms of the Companys
  2001 Share Option Plan, as amended, to replace all of his or her outstanding
  vested and unvested options into a new number of ordinary shares, with the
  same fair values, as determined using the Black-Scholes pricing model, and
  the same vesting schedules. The Companys Board of Directors approved the
  Alternative Option Exercise Mechanism (AOEM), on February 12, 2006.
  Further, the Companys shareholders approved the AOEM at an extraordinary
  meeting of the shareholders on March 21, 2006. As a result of the AOEM, the
  Company issued a total of 2,437,075 ordinary shares in exchange for options
  to acquire a total of 3,737,369 ordinary shares. If a holder of options did
  not participate in the AOEM, the original terms of his or her option
  agreement and the Share Option Plan continue to apply and such option may be
  exercised in accordance with its terms.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | In
  accordance with SFAS 123 (R) the Company considers the AOEM as a short-term
  inducement. Since the fair market value of the Companys ordinary shares
  newly issued to each employee equals the fair value of the options replaced
  from him/her, no incremental compensation cost was recognized pursuant to the
  AOEM.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-37

---

---



|                                                       
|-------------------------------------------------------
|On Track Innovations Ltd.                              
|and its subsidiaries                                   
|                                                       
|Notes to the Consolidated Financial Statements         
|                                                       
|                                                       
|US dollars in thousands except share and per share data

Note 10  Shareholders Equity (contd)

| |    |                            
| | -- | ---------------------------
| | C. | Stock option plans (contd)

| |                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
  Companys options activity (including options to non-employees) and options
  outstanding as of December 31, 2005, 2006 and 2007 are summarized in the
  following table:

| |                                                    |  |             |            |           |   |       | 
| | -------------------------------------------------- |  | ----------- | ---------- | --------- | - | ----- | 
| |                                                    |  |             |            | Weighted  |  
| |                                                    |  |             |            | average   |  
| |                                                    |  | Number of   |            | exercise  |  
| |                                                    |  | options     |            | price per |  
| |                                                    |  | outstanding |            | share     |  
| |                                                    |  |             |            |           |  
| |                                                    |  |             |            |           |   |       | 
| | Outstanding
   December 31, 2004                  |  |             | 3,101,487  |           |   | 7.66  | 
| | Options
  granted                                  |  |             | 3,518,836  |           |   | 9.61  | 
| | Options
  cancelled or forfeited                   |  |             | (40,813    | )         |   | 4.40  | 
| | Options
  exercised                                |  |             | (1,238,956 | )         |   | 4.59  | 
| |                                                    |  |             |            |           |   |       | 
| | Outstanding
   December 31, 2005                  |  |             | 5,340,554  |           |   | 9.24  | 
| | Options
  granted                                  |  |             | 336,597    |           |   | 0.02  | 
| | Options
  cancelled or forfeited                   |  |             | (81,967    | )         |   | 13.40 | 
| | Options
  replaced under the AOEM (see C5 above)   |  |             | (3,737,369 | )         |   | 10.32 | 
| | Options
  exercised                                |  |             | (711,199   | )         |   | 4.50  | 
| |                                                    |  |             |            |           |   |       | 
| | Outstanding
   December 31, 2006                  |  |             | 1,146,616  |           |   | 6.30  | 
| | Options
  granted                                  |  |             | 2,102,015  |           |   | 0.31  | 
| | Options
  cancelled or forfeited                   |  |             | (138,605   | )         |   | 2.24  | 
| | Options
  exercised                                |  |             | (457,750   | )         |   | 0.02  | 
| |                                                    |  |             |            |           |   |       | 
| | Outstanding
   December 31, 2007                  |  |             | 2,652,276  |           |   | 2.85  | 
| |                                                    |  |             |            |           |   |       | 
| |                                                    |  |             |            |           |   |       | 
| | Exercisable
  as of:                               |  |             |            |           |   |       | 
| |                                                    |  |             |            |           |   |       | 
| | December 31,
  2005                                |  |             | 4,331,208  |           | $ | 8.36  | 
| |                                                    |  |             |            |           |   |       | 
| | December 31,
  2006                                |  |             | 895,417    |           | $ | 6.70  | 
| |                                                    |  |             |            |           |   |       | 
| | December 31,
  2007                                |  |             | 1,412,138  |           | $ | 4.53  | 
| |                                                    |  |             |            |           |   |       | 
|
| | Vested and
  expected to vest at December 31, 2007 |  |             | 2,652,276  |           | $ | 2.85  | 
| |                                                    |  |             |            |           |   |       | 

| |                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | The following
table summarizes information about options outstanding and exercisable
(including options to non-employees) as of December 31, 2007:

| |                         |  |                     |           |                     |  |          |  |             |   |          |  |  |           |  |   |       | 
| | ----------------------- |  | ------------------- | --------- | ------------------- |  | -------- |  | ----------- | - | -------- |  |  | --------- |  | - | ----- | 
| |                         |  | Options outstanding |           | Options Exercisable | 
| |                         |  |                     |           |                     | 
| |                         |  | Number              |           | Weighted            |  |          |  | Number      |   |          | 
| |                         |  | outstanding         |           | average             |  | Weighted |  | Outstanding |   | Weighted | 
| |                         |  | as of               |           | remaining           |  | Average  |  | As of       |   | Average  | 
| |                         |  | December 31         |           | contractual         |  | Exercise |  | December 31 |   | Exercise | 
| | Range of exercise price |  | 2007                |           | life (years)        |  | Price    |  | 2007        |   | Price    | 
| |                         |  |                     |           |                     |  |          |  |             |   |          | 
| |                         |  |                     |           |                     |  |          |  |             |   |          |  |  |           |  |   |       | 
| | $0.02                   |  |                     | 1,794,017 |                     |  | 4.3      |  |             | $ | 0.02     |  |  | 761,329   |  | $ | 0.02  | 
| | 2.75                    |  |                     | 6,500     |                     |  | 0.6      |  |             |   | 2.75     |  |  | 6,500     |  |   | 2.75  | 
| | 3.54-4.82               |  |                     | 242,500   |                     |  | 3.5      |  |             |   | 3.87     |  |  | 80,000    |  |   | 3.87  | 
| | 6.11-8.16               |  |                     | 131,639   |                     |  | 1.6      |  |             |   | 7.74     |  |  | 131,639   |  |   | 7.74  | 
| | 8.56-9.85               |  |                     | 153,830   |                     |  | 1.8      |  |             |   | 9.70     |  |  | 153,830   |  |   | 9.69  | 
| | 10.00-14.00             |  |                     | 312,350   |                     |  | 2.6      |  |             |   | 11.80    |  |  | 267,400   |  |   | 11.70 | 
| | 21.00-32.00             |  |                     | 5,340     |                     |  | 3.2      |  |             |   | 26.26    |  |  | 5,340     |  |   | 26.26 | 
| | 42.50-123.60            |  |                     | 6,100     |                     |  | 1.9      |  |             |   | 43.13    |  |  | 6,100     |  |   | 43.13 | 
| |                         |  |                     |           |                     |  |          |  |             |   |          |  |  |           |  |   |       | 
| |                         |  |                     | 2,652,276 |                     |  |          |  |             |   |          |  |  | 1,412,138 |  |   |       | 
| |                         |  |                     |           |                     |  |          |  |             |   |          |  |  |           |  |   |       | 

F-38

---

---



|                                                       
|-------------------------------------------------------
|On Track Innovations Ltd.                              
|and its subsidiaries                                   
|                                                       
|Notes to the Consolidated Financial Statements         
|                                                       
|                                                       
|US dollars in thousands except share and per share data

Note 10  Shareholders Equity (contd)

| |                                                                                                                                             |                            
| | ------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------
| | C.                                                                                                                                          | Stock option plans (contd)
|
| | The weighted
average fair values of options (including non-employees) granted during the
years ended December 31, 2005, 2006 and 2007 were:

|                                           |  |                                            |       |                        |   |                        |  |      |      |      |   |      |  |      |   |      |   |      |  |   |      |  |   |      |  |   |      | 
|------------------------------------------ |  | ------------------------------------------ | ----- | ---------------------- | - | ---------------------- |  | ---- | ---- | ---- | - | ---- |  | ---- | - | ---- | - | ---- |  | - | ---- |  | - | ---- |  | - | ---- | 
|                                           |  | For exercise price on the grant date that: |      
|                                           |  |                                            |      
|                                           |  | Equals market price                        |       | Exceeds market price   |   | Less than market price | 
|                                           |  |                                            |       |                        |   |                        | 
|                                           |  | Year ended December 31                     |       | Year ended December 31 |   | Year ended December 31 | 
|                                           |  |                                            |       |                        |   |                        | 
|                                           |  | 2005                                       |       | 2006                   |   | 2007                   |  | 2005 |      | 2006 |   | 2007 |  | 2005 |   | 2006 |   | 2007 | 
|                                           |  |                                            |       |                        |   |                        |  |      |      |      |   |      |  |      |   |      |   |      | 
|                                           |  |                                            |       |                        |   |                        |  |      |      |      |   |      |  |      |   |      |   |      |  |   |      |  |   |      |  |   |      | 
|Weighted average exercise prices           |  | $                                          | 13.31 |                        | $ | -                      |  | $    | 3.88 |      | $ | -    |  | $    | - |      | $ | -    |  | $ | 8.49 |  | $ | 0.02 |  | $ | 0.02 | 
|Weighted average fair values on grant date |  | $                                          | 7.09  |                        | $ | -                      |  | $    | 1.29 |      | $ | -    |  | $    | - |      | $ | -    |  | $ | 7.88 |  | $ | 7.09 |  | $ | 5.35 | 

| |                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The total intrinsic value of options exercised during the year ended
  December 31, 2007, was $2.7 million. The total intrinsic value of options
  expected to vest at December 31, 2007, is $5.9 million. The total intrinsic
  value of options vested and exercisable
  at December 31, 2007, is $7.2 million.

| |                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------
| | Following is a
summary of non-vested options activity as of December 31, 2007, under the Companys stock-based compensation
plans:

| |                                   |  |           |           |                 |       |  | 
| | --------------------------------- |  | --------- | --------- | --------------- | ----- |  | 
| |                                   |  |           |           | Weighted        |      
| |                                   |  | Number of |           | average grant   |      
| |                                   |  | options   |           | date fair value |      
| |                                   |  |           |           |                 |      
| |                                   |  |           |           |                 |       |  | 
| | Non-vested at January 1, 2007     |  |           | 251,199   |                 | 10.24 |  | 
| | Granted                           |  |           | 2,102,015 |                 | 5.37  |  | 
| | Vested                            |  |           | (990,965  | )               | 4.93  |  | 
| | Forfeited                         |  |           | (122,111  | )               | 7.15  |  | 
| |                                   |  |           |           |                 |       |  | 
| |                                   |  |           |           |                 |       |  | 
| | Non-vested at December 31,
  2007 |  |           | 1,240,138 |                 | 6.53  |  | 
| |                                   |  |           |           |                 |       |  | 

| |                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of December 31, 2007, there was $7.4 million of total unrecognized
  compensation cost related to non-vested share based compensation
  arrangements. That cost is expected to be recognized over a weighted-average
  period of 2.5 years. The total fair value of shares vested during the year
  ended December 31, 2007 was $4.9
  million.

F-39

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to
  the Consolidated Financial Statements         
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 10  Shareholders Equity (contd)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
| | D.                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Warrants
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |         
| | The Company
  issued warrants with respect to investments made in the Company and property
  plant and equipment. The number of warrants issued by the Company during the
  years ended December 31, 2005, 2006 and 2007 were 1,196,431, 226,438 and
  50,000, respectively, with a per share weighted average exercise price of
  $14.58, NIS 0.1 (par value  of approximately $0.02) and NIS 0.1 (par value 
  of approximately $0.02), respectively.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | The
  following table summarizes information about warrants outstanding and
  exercisable as of December 31, 2007:                                                                                                                                                                                                                                                                                                                                       

|                        |  |                                                   |           |                                                             |  |                                       |  |   |         | 
|----------------------- |  | ------------------------------------------------- | --------- | ----------------------------------------------------------- |  | ------------------------------------- |  | - | ------- | 
|                        |  | Warrants
  outstanding                            |          
|                        |  |                                                   |          
|Range of exercise price |  | Number
  Outstanding
  as of
  December 31
  2007 |           | Weighted
  average
  remaining
  contractual
  life (years) |  | Weighted
  Average
  Exercise
  Price | 
|                        |  |                                                   |           |                                                             |  |                                       | 
|                        |  |                                                   |           |                                                             |  |                                       |  |   |         | 
|NIS 0.1 (par value)     |  |                                                   | 180,000   |                                                             |  | 8.37                                  |  |   | NIS 0.1 | 
|$6.5                    |  |                                                   | 30,451    |                                                             |  | 0.92                                  |  | $ | 6.50    | 
|$11.42 - $14.58         |  |                                                   | 2,059,231 |                                                             |  | 2.21                                  |  | $ | 14.32   | 
|                        |  |                                                   |           |                                                             |  |                                       |  |   |         | 
|                        |  |                                                   | 2,269,682 |                                                             |  |                                       |  | $ | 13.08   | 
|                        |  |                                                   |           |                                                             |  |                                       |  |   |         | 

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | E. | Employee Share Purchase Plan                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 1. | In 2001, the
  Company established an Employee Share Purchase Plan pursuant to which 67,500
  shares have been reserved for employees including the Companys subsidiaries
  who have been employed for at least six months. The purchase price of the
  shares will be 85% of the trading price on the date of purchase. As of the
  date of these financial statements, no shares have been issued to any
  employees under this plan.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 2. | In 2008,
  subsequent the balance sheet date, the Company established an Employee Share
  Purchase Plan pursuant to which 1.5 million shares have been reserved for
  employees including the Companys subsidiaries. The purchase price of the
  shares will be 85% of the trading price on the date of purchase. As of the
  date of these financial statements, no shares have been issued to any
  employees under this plan.       

F-40

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to
  the Consolidated Financial Statements         
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 11  Income Taxes

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A. | The Company and its Israeli subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1. | Measurement of taxable income under the Income Tax (Inflationary
  Adjustments) Law, 1985                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | Until
  December 31, 2006, the results of the company and its Israeli subsidiaries
  for tax purposes were measured and adjusted in accordance with the change in
  the Israeli Consumer Price Index (CPI). As explained in Note 2C the
  consolidated financial statements are presented in U.S. dollars. The
  differences between the change in the Israeli CPI and in the NIS/U.S. dollar
  exchange rate causes a difference between the Companys and its Israeli
  subsidiaries taxable income or loss and their income or loss before taxes
  reflected in the consolidated financial statements. In accordance with
  paragraph 9(f) of SFAS No. 109, the Company and its Israeli subsidiaries have
  not provided deferred income taxes on this difference between the financial
  reporting basis and the tax basis of assets and liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | The Company
  and one of its Israeli subsidiaries are foreign investors companies, and
  have elected, commencing January 1, 2007, to keep their books and records in
  dollars for tax purposes, as permitted under the tax regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 2. | Tax benefits under the Law for the Encouragement of Capital
  Investments, 1959                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | The Company
  maintains three investment programs in buildings, equipment and production
  facilities which have been granted the status of Approved Enterprise under
  the Law for the Encouragement of Capital Investments, 1959. The Company
  elected to adopt the Alternative Benefits Program status. This status
  entitles the Company to an exemption from taxes on income derived therefrom
  for a period of 10 years starting in the year in which the Company first
  generates taxable income, but not later than 14 years from the date of
  approval (the last of which was received in February 2000) or 12 years from
  commencement of operations. The tax-exempt profits that will be earned by the
  Companys Approved Enterprises can be distributed to shareholders, without
  imposing tax liability on the Company only upon its complete liquidation. If
  these retained tax-exempt profits are distributed in a manner other than in
  the complete liquidation of the Company they would be taxed at the corporate
  tax rate applicable to such profits as if the Company had not elected the alternative
  system of benefits (depending on the level of foreign investment in the
  Company) currently between 10% to 25% for an Approved Enterprise. As the
  Company has not yet reported any taxable income, the benefit period has not
  yet commenced as of December 31, 2007.

F-41

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.
  and its subsidiaries         
|                                                         
|Notes to
  the Consolidated Financial Statements         
|                                                         
|                                                         
|US dollars in thousands except share and per share
  data

Note 11  Income Taxes (contd)

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A. | The Company and its Israeli subsidiaries (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 2. | Tax benefits under the Law for the Encouragement of Capital
  Investments, 1959 (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Income from
  sources other than the Approved Enterprise during the benefit period will
  be subject to tax at the regular corporate tax rate (see 4 below).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | The
  entitlement to the above mentioned benefits is conditional upon the Companys
  fulfilling the conditions stipulated by the above mentioned law, regulations
  published thereunder and the certificates of approval for the specific investments
  in approved enterprises. In the event of failure to comply with these
  conditions, the benefits may be canceled and the Company may be required to
  refund the amount of the benefits, in whole or in part, with the addition of
  linkage differences to the CPI and interest. Management believes that the
  Company is in compliance with the above-mentioned conditions as of December
  31, 2007.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 3. | The Law for the Encouragement of Industry (taxes), 1969                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | In the
  Companys management estimation, the Company is also an Industrial Company
  under the Law for the Encouragement of Industry. The principal tax benefits
  for the Company are the deductibility of costs in connection with public
  offerings and accelerated depreciation.                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 4. | Tax rates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | On July 25,
  2005, the Knesset The Israeli Parliament passed the Law for the Amendment
  of the Income Tax Ordinance (No.147 and Temporary Order)  2005. The
  Amendment provides for a gradual reduction in the company tax rate in the
  following manner: in 2006 -31%, in 2007 - 29%, in 2008 - 27%, in 2009 - 26%
  and from 2010 onward the tax rate will be 25%. Furthermore, as from 2010,
  upon reduction of the company tax rate to 25%, real capital gains will be
  subject to tax of 25%.                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | B. | Non-Israeli
  subsidiaries are taxed based on income tax laws in their country of
  residence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | C. | Deferred
  income taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|                                     |  |               |         |               |   |         |  
|------------------------------------ |  | ------------- | ------- | ------------- | - | ------- | -
|                                     |  | December
  31 |         | December
  31 |  
|                                     |  |               |         |               |  
|                                     |  | 2006          |         | 2007          |  
|                                     |  |               |         |               |  
|                                     |  |               |         |               |   |         |  
|Deferred tax assets:                 |  |               |         |               |   |         |  
|Net operating loss carryforwards     |  | $             | 13,471  |               | $ | 16,456  |  
|Other                                |  |               | 846     |               |   | 3,214   |  
|                                     |  |               |         |               |   |         |  
|                                     |  |               |         |               |   |         |  
|Total gross deferred tax assets      |  |               | 14,317  |               |   | 19,670  |  
|Less  valuation
allowance           |  |               | (14,317 | )             |   | (19,229 | )
|                                     |  |               |         |               |   |         |  
|                                     |  |               |         |               |   |         |  
|Net deferred tax assets              |  | $             | -       |               | $ | 441     |  
|                                     |  |               |         |               |   |         |  
|Deferred tax liabilities:            |  |               |         |               |   |         |  
|                                     |  |               |         |               |   |         |  
|Goodwill                             |  |               | -       |               |   | (441    | )
|Intangible assets                    |  |               | (992    | )             |   | (728    | )
|                                     |  |               |         |               |   |         |  
|Total gross deferred tax liabilities |  |               | (992    | )             |   | (1,169  | )
|                                     |  |               |         |               |   |         |  
|Net deferred tax liability           |  | $             | (992    | )             | $ | (728    | )
|                                     |  |               |         |               |   |         |  

F-42

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.                                
|and its subsidiaries                                     
|                                                         
|Notes to the Consolidated Financial
  Statements         
|                                                         
|                                                         
|US dollars
  in thousands except share and per share data

Note 11  Income Taxes (contd)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                  
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------
| | C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Deferred
  income taxes: (Contd)
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                  
| | The
  valuation allowance for deferred tax assets as of December 31, 2006 and 2007,
  was $14,317 and $19,229, respectively. The net change in the total valuation
  allowance for each of the years ended December 31, 2005, 2006 and 2007, was
  an increase of, $1,305 $1,578 and $4,912, respectively. In assessing the realizability of deferred tax
  assets, management considers whether it is more likely than not that some or
  all of the deferred tax assets will not be realized. The ultimate realization
  of deferred tax assets depends on the generation of future taxable income
  during the periods in which those temporary differences are deductible. Based
  on the level of historical taxable losses, management believes that it is
  more likely than not that the Company will not realize the benefits of these
  deductible differences.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Subsequently
  recognized tax benefits related to the valuation allowance for deferred tax
  assets as of December 31, 2007, will be allocated as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                                                                                         |  |   |        | 
|---------------------------------------------------------------------------------------- |  | - | ------ | 
|Income tax benefit that would be reported
  in the consolidated statements of operations |  | $ | 18,023 | 
|Additional paid-in capital                                                               |  |   | 1,206  | 
|                                                                                         |  |   |       
|Total                                                                                    |  | $ | 19,229 | 
|                                                                                         |  |   |       

| |                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Income tax
  benefit (expense) for the years ended December 31, 2005, 2006 and 2007,
  differed from the amounts computed by applying the statutory tax rates of
  34%, 31% and 29% to loss before taxes on income as a result of the following:

|                                                                  |  |                          |        |      |   |        |   |   |        |  
|----------------------------------------------------------------- |  | ------------------------ | ------ | ---- | - | ------ | - | - | ------ | -
|                                                                  |  | Year
  ended December 31 |       
|                                                                  |  |                          |       
|                                                                  |  | 2005                     |        | 2006 |   | 2007   |  
|                                                                  |  |                          |        |      |   |        |  
|                                                                  |  |                          |        |      |   |        |  
|Computed expected income tax benefit                            |  | $                        | 3,246  |      | $ | 2,004  |   | $ | 6,249  |  
|Increase (decrease) in income tax benefit
  resulting from:       |  |                          |        |      |   |        |   |   |        |  
|Change in valuation allowance                                     |  |                          | (1,305 | )    |   | (1,578 | ) |   | (4,912 | )
|Stock-based compensation related to options
  issued to employees |  |                          | (1,980 | )    |   | (730   | ) |   | (1,506 | )
|Non-deductible expenses                                           |  |                          | (257   | )    |   | (63    | ) |   | (18    | )
|Other                                                             |  |                          | 471    |      |   | 690    |   |   | 413    |  
|                                                                  |  |                          |        |      |   |        |   |   |        |  
|                                                                  |  |                          |        |      |   |        |   |   |        |  
|Total income tax benefit                                          |  | $                        | 175    |      | $ | 323    |   | $ | 226    |  
|                                                                  |  |                          |        |      |   |        |   |   |        |  

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | D. | As of
  December 31, 2007, the net operating loss carryforwards for tax purposes
  relating to Israeli companies amounted to approximately $55,612. Tax loss
  carryforwards in Israel may be carried forward indefinitely to offset against
  future taxable income. Under the Income Tax (Inflationary Adjustments) Law,
  1985, tax loss carryforwards are linked to the CPI. Tax loss carryforwards
  relating to non-Israeli companies aggregate approximately $12,580, which
  expires as follows: 2010 - $119, 2012 - $969, 2013 - $3,215, 2014- $540, 2025
  - $440 and 2026 - $3,206, 2027- $533. The remaining balance - $3,558 can be
  utilized with no expiration date.

F-43

---

---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.                                
|and its subsidiaries                                     
|                                                         
|Notes to the Consolidated Financial
  Statements         
|                                                         
|                                                         
|US dollars
  in thousands except share and per share data

|                                |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------------------------------- | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note 11  Income Taxes (contd)
|                                |   
|                                | E. | The Company
  has not recognized a deferred tax liability for the undistributed earnings of
  its foreign subsidiaries that arose in 2007 and prior years, because the
  Company considers these earnings to be indefinitely reinvested. A deferred
  tax liability will be recognized when the Company can no longer demonstrate
  that it plans to indefinitely reinvest the undistributed earnings. As of
  December 31, 2007, the undistributed earnings of these foreign subsidiaries
  were approximately $54. It is impracticable to determine the additional taxes
  payable when these earnings are remitted.
|                                |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                | F. | No current
  or deferred taxes were recorded in Israel. Non-Israeli income tax benefit
  (expense) included in the consolidated statements of operations are as
  follows:                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                     |  |                          |     |      |   |      |  |   |     |  
|-------------------- |  | ------------------------ | --- | ---- | - | ---- |  | - | --- | -
|                     |  | Year
  ended December 31 |    
|                     |  |                          |    
|                     |  | 2005                     |     | 2006 |   | 2007 | 
|                     |  |                          |     |      |   |      | 
|                     |  |                          |     |      |   |      |  |   |     |  
|Current              |  | $                        | 188 |      | $ | 107  |  | $ | (38 | )
|Deferred             |  |                          | (13 | )    |   | 216  |  |   | 264 |  
|                     |  |                          |     |      |   |      |  |   |     |  
|                     |  |                          |     |      |   |      |  |   |     |  
|Income tax
  benefit |  | $                        | 175 |      | $ | 323  |  | $ | 226 |  
|                     |  |                          |     |      |   |      |  |   |     |  

| |    |                                                         
| | -- | --------------------------------------------------------
| | G. | Loss before
  taxes on income consists of the following:

|           |  |                          |        |      |   |        |   |   |         |  
|---------- |  | ------------------------ | ------ | ---- | - | ------ | - | - | ------- | -
|           |  | Year
  ended December 31 |       
|           |  |                          |       
|           |  | 2005                     |        | 2006 |   | 2007   |  
|           |  |                          |        |      |   |        |  
|           |  |                          |        |      |   |        |  
|Israel     |  | $                        | (9,266 | )    | $ | (6,137 | ) | $ | (16,394 | )
|Non-Israel |  |                          | (281   | )    |   | (328   | ) |   | (5,155  | )
|           |  |                          |        |      |   |        |   |   |         |  
|           |  |                          |        |      |   |        |   |   |         |  
|           |  | $                        | (9,547 | )    | $ | (6,465 | ) | $ | (21,549 | )
|           |  |                          |        |      |   |        |   |   |         |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------
| | H.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Accounting
  for uncertainty in income taxes
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                             
| | In June
  2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty
  in Income Taxes (FIN 48). FIN 48 clarifies the accounting for
  uncertainty in income taxes recognized in an enterprises financial
  statements in accordance with FAS 109. This interpretation prescribes a
  minimum recognition threshold a tax position is required to meet before being
  recognized in the financial statements. FIN 48 also provides guidance on
  derecognition of tax positions, classification on the balance sheet, interest
  and penalties, accounting in interim periods, disclosure, and transition.
  FIN 48 requires significant judgment in determining what constitutes an
  individual tax position as well as assessing the outcome of each tax
  position.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                             
| | The Company
  adopted the provisions of FIN 48 as of January 1, 2007, and there was no
  effect on the financial statements. As a result, the Company did not record
  any cumulative adjustment effect related to adopting FIN 48.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | As of
  January 1, 2007, and for the twelve-month period ended December 31, 2007, the
  Company did not have any unrecognized tax benefits. In addition, the Company
  does not expect that the amount of unrecognized tax benefits will change significantly
  within the next twelve months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-44

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|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.                                
|and its subsidiaries                                     
|                                                         
|Notes to the Consolidated Financial
  Statements         
|                                                         
|                                                         
|US dollars
  in thousands except share and per share data

Note 11
 Income Taxes (contd)

| |                                                                                                                                                                                                                                                                                                          |                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------
| | H.                                                                                                                                                                                                                                                                                                       | Accounting
  for uncertainty in income taxes (contd)
| |                                                                                                                                                                                                                                                                                                          |                                                      
| | The Company
  accounts for interest and penalties related to unrecognized tax benefits as a
  component of income tax expense. As of January 1, 2007 and for the
  twelve-month period ended December 31, 2007, no interest and penalties
  related to unrecognized tax benefits have been accrued.     
| |                                                                                                                                                                                                                                                                                                         
| | The Company
  and its major subsidiaries file income tax returns in Israel, Hong Kong,
  Poland and Germany. The income tax returns of the Company and its major
  subsidiaries are open to examination by the Israeli and the respective
  foreign tax authorities for the tax years beginning in 2002.

Note 12  Related Party Balances
  and Transactions

| |    |         
| | -- | --------
| | A. | Balances

|                    |  |               |     |               |   |   | 
|------------------- |  | ------------- | --- | ------------- | - | - | 
|                    |  | December
  31 |     | December
  31 |  
|                    |  |               |     |               |  
|                    |  | 2006          |     | 2007          |  
|                    |  |               |     |               |  
|                    |  |               |     |               |  
|Assets              |  |               |     |               |   |   | 
|Trade
  receivables |  | $             | 210 |               | $ | - | 
|                    |  |               |     |               |   |   | 
|                    |  |               |     |               |   |   | 
|Other
  receivables |  | $             | 95  |               | $ | - | 
|                    |  |               |     |               |   |   | 

| |    |             
| | -- | ------------
| | B. | Transactions

|                     |  |                          |    |      |   |        |  |   |    | 
|-------------------- |  | ------------------------ | -- | ---- | - | ------ |  | - | -- | 
|                     |  | Year
  ended December 31 |   
|                     |  |                          |   
|                     |  | 2005                     |    | 2006 |   | 2007   | 
|                     |  |                          |    |      |   |        | 
|                     |  |                          |    |      |   |        | 
|Revenues             |  | $                        | -  |      | $ | *2,925 |  | $ | -  | 
|                     |  |                          |    |      |   |        |  |   |    | 
|                     |  |                          |    |      |   |        |  |   |    | 
|Costs and
  expenses |  | $                        | 45 |      | $ | 68     |  | $ | 73 | 
|                     |  |                          |    |      |   |        |  |   |    | 

| |   |             
| | - | ------------
| | * | See note 2H.

F-45

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---



|                                                         
|---------------------------------------------------------
|On Track Innovations Ltd.                                
|and its subsidiaries                                     
|                                                         
|Notes to the Consolidated Financial
  Statements         
|                                                         
|                                                         
|US dollars
  in thousands except share and per share data

Note 13
 Geographic Information and Major Customers

| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company
  manages its business on the basis of one reportable segment. The data is
  presented in accordance with SFAS 131, Disclosures About Segments of an
  Enterprise and Related Information.

|                                                         |  |                          |        |      |   |        |  |   |        | 
|-------------------------------------------------------- |  | ------------------------ | ------ | ---- | - | ------ |  | - | ------ | 
|                                                         |  | Year
  ended December 31 |       
|                                                         |  |                          |       
|                                                         |  | 2005                     |        | 2006 |   | 2007   | 
|                                                         |  |                          |        |      |   |        | 
|                                                         |  |                          |        |      |   |        |  |   |        | 
|Revenues by geographical areas from
  external customers |  |                          |        |      |   |        |  |   |        | 
|America                                                  |  | $                        | 14,123 |      | $ | 8,174  |  | $ | 7,569  | 
|Far East                                                 |  |                          | 5,397  |      |   | 11,958 |  |   | 9,024  | 
|Africa                                                   |  |                          | 3,781  |      |   | 3,200  |  |   | 4,710  | 
|Europe                                                   |  |                          | 9,266  |      |   | 14,065 |  |   | 17,924 | 
|                                                         |  |                          |        |      |   |        |  |   |        | 
|Total export                                             |  |                          | 32,567 |      |   | 37,397 |  |   | 39,227 | 
|Domestic (Israel)                                        |  |                          | 3,097  |      |   | 3,156  |  |   | 4,258  | 
|                                                         |  |                          |        |      |   |        |  |   |        | 
|                                                         |  |                          |        |      |   |        |  |   |        | 
|                                                         |  | $                        | 35,664 |      | $ | 40,553 |  | $ | 43,485 | 
|                                                         |  |                          |        |      |   |        |  |   |        | 

|                                        |  |               |        |               |   |        | 
|--------------------------------------- |  | ------------- | ------ | ------------- | - | ------ | 
|                                        |  | December
  31 |        | December
  31 |  
|                                        |  |               |        |               |  
|                                        |  | 2006          |        | 2007          |  
|                                        |  |               |        |               |  
|                                        |  |               |        |               |  
|Long lived assets by geographical areas |  |               |        |               |   |        | 
|Domestic
  (Israel)                     |  | $             | 27,350 |               | $ | 30,014 | 
|Germany                                 |  |               | 6,096  |               |   | 8,598  | 
|Poland                                  |  |               | 848    |               |   | 765    | 
|France                                  |  |               | 3,936  |               |   | 3,504  | 
|Far East                                |  |               | 4,108  |               |   | 3,960  | 
|Other                                   |  |               | 190    |               |   | 1,906  | 
|                                        |  |               |        |               |   |        | 
|                                        |  |               |        |               |   |        | 
|                                        |  | $             | 42,528 |               | $ | 48,747 | 
|                                        |  |               |        |               |   |        | 

| |                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Major Customers                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                      
| | Revenues
  from one customer represent approximately 30% of the consolidated revenues
  for the year ended December 31, 2005. There were no major customers
  (customers representing 10% or more of total revenues) in the years ended
  December 31, 2006 and 2007.

F-46

---

---

# SIGNATURES

The registrant hereby certifies that
it meets all of the requirements for filing on Form 20-F and that it has duly caused and
authorized the undersigned to sign this annual report on its behalf.

| |  | ON TRACK INNOVATIONS LTD.By: /s/ Oded Bashan
Oded BashanChief Executive Officerand Chairman of the Board
| |  | ----------------------------------------------------------------------------------------------------------------------

| |  | By: /s/ Guy Shafran
Guy ShafranChief Financial Officer
| |  | --------------------------------------------------------------------

Date: March,
31 2008

85

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