PROMISSORY NOTE
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$2,669,999.91, plus applicable interest for loans completed in 2004.    01-15-05

FILCO GMBH,  a German  corporation,  whose  address is FilCO GmbH,  Rheinstrasse
19-23 in 45478 Muelheim an der Ruhr Germany  ("FiLCO"),  acknowledges  receiving
funds during 2004 in the aggregate of $2,669,999.91,  and hereby promises to pay
back AIRTRAX, INC., a New Jersey corporation  ("Airtrax"),  the principal sum of
Two million  Six-hundred  and Sixty-nine  Thousand Nine Hundred and  Ninety-Nine
Dollars and  ninety-one  cents,  ($2,669,999.91),  together with interest on the
unpaid principal amount hereof at the rate of 8% compounded monthly. Airtrax and
FiLCO  agree  that this  Promissory  Note in the  amount of  $2,669,999,91  will
replace all notes accepted by FiLCO in relation to the payments  received during
2004 and secured by separate promissory notes.

The interest rate of 8% shall be continued for the year of 2005 and shall be the
same  interest  rate  charged  for any  additional  loans  made to Filco GmbH by
Airtrax  Inc.  during the  calendar  year 2005.  Funds from Airtrax to FiLCO are
evidenced  by wire  transfers  or checks to FiLCO as follows:  Bank  account for
Filco GmbH, Account no. 1121201 with Commerzbank AG, Essen Branch,,  SWIFT CODE:
COBADEFF,  IBAN:  DE51 3604 0039 0112  1201 00,  or such  evidence.  Payment  of
principal  and  interest  will be due and  payable on  December  31,  2005.  All
payments of the  principal  of, and interest on, this Note shall be made in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts,  and, at the option
of Airtrax,  such  payments  may be made by check mailed to Airtrax at Airtrax's
address appearing on the signature page hereof (or such other address designated
in writing by Airtrax to FiLCO) or by wire transfer to an account  designated by
Airtrax in writing to FiLCO.

     FiLCO hereby waives  presentment,  demand for payment,  notice of dishonor,
notice of protest,  and protest,  and all other notices or demands in connection
with the delivery,  acceptance,  performance,  default,  or  endorsement of this
Note, except as set forth herein,  and hereby consents to any and all extensions
of time, renewals, releases of liens, waivers, or modifications that may be made
or granted by the holder,  with respect hereto. No delay by the holder hereof in
exercising  any power or right shall  operate as a waiver of any power or right;
nor shall any single or partial exercise of any power or right preclude other or
further exercise thereof,  or the exercise of any other power or right hereunder
or otherwise;  and no waiver  whatever or modification of the terms hereof shall
be valid unless in writing signed by the holder of this promissory note and then
only to the extent therein set forth.

     This Note shall be governed by, and construed in  accordance  with the laws
of the State of New Jersey,  USA without  regard to  principles  of conflicts of
law.  Guarantor  hereby submits to the exclusive  jurisdiction  of the state and
Federal courts located in the County of Cumberland, New Jersey, USA.

     FiLCO  agrees  to pay  all  of  Airtrax's  costs  and  expenses,  including
reasonable   attorney  fees  and  court  costs,   incurred  in  connection  with
collecting,  enforcing,  or defending this promissory  note,  irrespective as to
whether suit is brought.

     No amendment,  supplement,  modification  or waiver or  termination of this
promissory  note shall be binding unless  executed in writing by the party to be
bound thereby.


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     IN WITNESS WHEREOF, the undersigned has caused this Note to be signed as of
the date first above written.

FILCO GMBH


/s/ Stephan Schmidt
-------------------
Stephan Schmidt
01-15-05

NAME AND ADDRESS OF AIRTRAX:

Airtrax, Inc.
870B Central Avenue
Hammonton, New Jersey 08037


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