AIRTRAX INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex103.txt
<TEXT>

                   8% SERIES C UNSECURED CONVERTIBLE DEBENTURE

   NEITHER  THESE  SECURITIES  NOR  THE  SECURITIES  ISSUABLE  UPON CONVERSION
   HEREOF  HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
   COMMISSION  OR  THE  SECURITIES  COMMISSION  OF  ANY  STATE  OR  UNDER  THE
   SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE  "ACT").  THE  SECURITIES ARE
   RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS
   PERMITTED  UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
   AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.


No. C-__                                                             US $_______

                                  AIRTRAX, INC.

                  8% SERIES C UNSECURED CONVERTIBLE DEBENTURE
                              DUE OCTOBER 18, 2007


     THIS  DEBENTURE  is  issued  by  Airtrax, Inc., a corporation organized and
existing  under the laws of the State of New Jersey (the "Company"), pursuant to
an  8%  Series C Unsecured Convertible Debenture and Warrants Purchase Agreement
dated  October  18, 2005 (the "Purchase Agreement"), and is designated as its 8%
Series C Unsecured Convertible Debenture Due October 18, 2007 (the "Debenture").
This  Debenture  has  been  executed  and  delivered  pursuant  to  the Purchase
Agreement  and is subject to the terms and conditions of the Purchase Agreement,
which  are,  by  this reference, incorporated herein and made a part hereof.  In
the  event  of any conflict between the terms of this Debenture and the Purchase
Agreement, the Purchase Agreement shall control.  Capitalized terms used and not
otherwise defined herein shall have the meanings set forth for such terms in the
Purchase  Agreement.

FOR VALUE RECEIVED, the Company promises to pay to ________________ or permitted
assigns  (the "Holder"), the principal sum of _______________ (US $_________) on
October  18, 2007 (the "Maturity Date") and to pay interest on the principal sum
outstanding  from  time to time quarterly in arrears at the rate of 8% per annum
accruing from the Issue Date; provided, however, that if the Common Stock of the
Company  is  trading  at  a closing bid price of less than $2.00 on the Maturity
Date,  the  Maturity  Date  shall  be  extended  to  April 18, 2008.  Accrual of
interest  shall commence on the Issue Date and continue until payment in full of
the  principal  sum and all accrued interest has been made or duly provided for.
Interest  shall  be  payable  quarterly,  on March 31, June 30, September 30 and
December 31 of each year (with the first installment of interest due and payable
on  December 31, 2005), and shall be computed on the basis of a 365-day year for
the actual number of days elapsed.  If any interest payment date or the Maturity
Date  is  not a business day in the State of New Jersey, then such payment shall
be  made  on the next succeeding business day. The interest on this Debenture is
payable,  at  the  Company's  option,  in  cash or shares of Common Stock of the
Company  at  the address last appearing on the Debenture register of the Company
(the  "Debenture  Register") as designated in writing by the Holder from time to
time.  Interest shall be payable in shares of Common Stock only if there is then
in effect a registration statement under the Securities Act of 1933 which allows
for  the  immediate  resale  by  the Holder of the Debenture of the shares being
issued  as interest.


<PAGE>

The   number of  shares  of  Common  Stock to  be  paid  as  interest  shall  be
valued   and   computed   based   upon   the   lower  of   (i)  the   applicable
Conversion Price or (ii) eighty five (85%) percent the average closing price for
the  Company's  Common  Stock  for  the 10 trading days prior to the payment due
date.  Provided  there then exists no Event of Default under this Debenture, the
principal of and any accrued but unpaid interest due under this Debenture on the
Maturity  Date  shall  automatically be converted into shares of Common Stock on
the  Maturity  Date  at  the then applicable Conversion Price, such shares to be
delivered  to  the  registered  holder  of  this Debenture and addressed to such
holder  at  the  last  address  appearing  on  the  Debenture  Register.

This  Debenture  is  subject  to  the  following  additional  provisions:

     (1)     Tax  Withholding.  The  Company  shall be entitled to withhold from
all  payments  of  principal  of,  and  interest  on, this Debenture any amounts
required  to  be  withheld  under the applicable provisions of the United States
income  tax  laws  or  other  applicable  laws at the time of such payments, and
Holder  shall  execute  and  deliver  all  required  documentation in connection
therewith.

     (2)     Transfer  Restrictions.  This  Debenture has been issued subject to
investment  representations  of  the  original  purchaser  hereof  and   may  be
transferred  or  exchanged only in compliance with the Act, and other applicable
state  and  foreign securities laws.  The Holder shall deliver written notice to
the  Company  of  any  proposed transfer of this Debenture.  In the event of any
proposed  transfer of this Debenture, the Company may require, prior to issuance
of  a new Debenture in the name of such other person, that it receive reasonable
transfer   documentation  including   legal  opinion(s)  of  counsel  reasonably
acceptable  to the Company and/or its counsel that the issuance of the Debenture
in  such  other  name  does not and will not cause a violation of the Act or any
applicable  state  or  foreign  securities  laws.   Prior to due presentment for
transfer  of  this Debenture, the Company and any agent of the Company may treat
the  person  in  whose  name  this Debenture is duly registered on the Company's
Debenture  Register  as the owner hereof for the purpose of receiving payment as
herein  provided  and  for  all other purposes, whether or not this Debenture be
overdue,  and neither the Company nor any such agent shall be affected by notice
to  the  contrary.

     (3)     Conversion.

             (a)   Holders  Right  to  Convert. The Holder of this Debenture  is
entitled, at its option, to convert at any time commencing after the Issue Date,
the  principal  amount  of  this Debenture or any portion thereof, together with
accrued  but  unpaid  interest,  into  shares  of  Common  Stock  of the Company
("Conversion  Shares")  at  a  conversion  price  for each share of Common Stock
("Conversion  Price")  of  $2.00.

             (b)   Mandatory Conversion.  So long as a Registration Statement
covering  the  resale  of all the shares of Common Stock issued or issuable upon
conversion  of  this  Debenture  is  effective  (but  only  for  so long as such
Registration  Statement  is  required to remain effective), at the option of the
Company,  upon  at  least  three  (3) (and not more than ten (10)) Trading Days'


<PAGE>
notice,  the  Company  may  force  conversion  of  the  Debenture  subject  to
satisfaction of the following conditions:

                   i.     The closing bid price of the Company's Common Stock on
its  Principal  Market  must be above $4.00 per share (as adjusted for any stock
splits,  stock  dividends  or  similar  transactions)  for  at  least  ten  (10)
consecutive  Trading Days immediately preceding the date of notice of the forced
conversion; and

                   ii.    The  average  daily  trading volume of  the  Company's
Common  Stock  on  its  Principal  Market  must  be  at least 150,000 shares (as
adjusted  for  any stock splits, stock dividends or similar transactions) during
the  ten  (10) consecutive Trading Days immediately preceding the date of notice
of the forced conversion.

In addition, subject to the foregoing conditions set forth in subsections 3(b)i.
and  3(b)ii.  above  and subject to the foregoing notice provisions, the Company
shall also have the right to force conversion of up to that portion of principal
and  accrued  interest  under  the  Debenture  for which the number of shares of
Common  Stock  issuable  thereunder  could  then  be sold during a 90-day period
without  restriction  pursuant  to  Rule  144  of the Securities Act of 1933, as
amended.

     (4)     Company  Redemption  Rights.  So  long  as a Registration Statement
covering  the  resale  of all the shares of Common Stock issued or issuable upon
conversion  of  this  Debenture  is  effective  (but  only  for  so long as such
Registration  Statement is required to remain effective), the Company shall have
the  right  to deliver to the Holder a written notice of the Company's intent to
redeem  any  portion  or the entire outstanding amount of this Debenture upon at
least  five  (5)  Trading  Days (and not more than ten (10)) Trading Days' prior
written  notice  (such date hereinafter the "Redemption Date"), at a price equal
to 120% of the principal balance and accrued interest thereon that are requested
to  be redeemed under the redemption notice on such redemption date. The Company
shall  make the redemption payment to the Holder within five (5) Trading Days of
the Redemption Date  (the "Redemption Payment Date").  If the Company shall fail
to  make  payment  in  full to the Holder by the Redemption Payment Date for any
reason,  then  the  redemption  notice shall be void.  The Holder shall have the
right  to  convert  any  portion  or  the  entire  amount outstanding under this
Debenture  at  any  time  prior  to the Redemption Payment Date. Notwithstanding
receipt  of  a  notice  of  redemption from the Company, the Holder shall at all
times  prior  to  the  Redemption  Date maintain the right to convert all or any
portion  of the Debenture in accordance with Section 3(a) and any portion of the
Debenture  so converted after receipt of a notice of redemption and prior to the
Redemption  Date  set  forth in such notice shall be deducted from the principal
amount  of  the  Debenture  which  is  subject  to  redemption.

     (5)     Sufficient  Shares  Reserved.  The Company shall at all times prior
to  the  conversion  in  full  or  payment  in  full of this Debenture reserve a
sufficient  number of shares of Common Stock to permit the Holder to convert the
entire  principal amount of this Debenture at the Conversion Price.  The Company
shall  initially  reserve  at least 100% of the number of shares of Common Stock
issuable  to  Holder as of the Closing Date.  The Company shall take all actions
necessary  to  give  effect  to  the  preceding  sentence,  including,  without
limitation,  amending  its  Certificate of Incorporation to authorize additional
shares  of  Common  Stock,  if  necessary.


                                        3
<PAGE>
     (6)     Most  Favored  Nation  Provisions.

             (a)     Share  Issuance.  The  Conversion  Price  shall  be subject
to adjustment in accordance with this Section 6 and as otherwise provided in the
Purchase  Agreement. Other than the Excepted Issuances, if at any time until the
Debentures  have  been  repaid  (either in cash or Common Stock) or converted in
full,  the  Company  shall  offer,  issue  or agree to issue any common stock or
securities convertible into or exercisable for shares of common stock (or modify
any  of  the foregoing which may be outstanding) ("New Issue Securities") to any
person  or entity at a price per share or conversion or exercise price per share
which  shall  be  less  than  the  Conversion Price in respect of the Conversion
Shares,  without  the  consent  of  each  Holder holding the Debenture, then the
Conversion  Price  of  the  outstanding  Debentures shall be adjusted, on a full
ratchet basis, to reflect the issue price or conversion or exercise price of the
New  Issue Securities. The average Purchase Price of the Conversion Shares shall
be  calculated  separately  for  the  Conversion  Shares and Warrant Shares. The
foregoing  calculation  and  issuance  shall  be  made separately for Conversion
Shares received upon conversion and separately for Warrant Shares. The Holder is
granted  the  registration  rights described in Section 2(b) of the Registration
Rights  Agreement  in  relation to such additional shares of Common Stock except
that  the  Scheduled  Filing  Date  and  Scheduled Effective Date vis- -vis such
additional  common  shares  shall  be, respectively, the sixtieth (60th) and one
hundred  and  twentieth  (120th)  date after the closing date giving rise to the
requirement  to issue the additional shares of Common Stock.For purposes of  the
issuance  and  adjustment  described  in  this  paragraph,  the  issuance of any
security  of the Company carrying the right to convert such security into shares
of  Common  Stock  or  of  any warrant, right or option to purchase Common Stock
shall  result  in the issuance of the additional shares of Common Stock upon the
issuance of such convertible security, warrant, right or option and again at any
time  upon  any  subsequent issuances of shares of Common Stock upon exercise of
such conversion or purchase rights if such issuance is at a price lower than the
Conversion  Price  in  effect  upon  such issuance. The rights of the Holder set
forth  in this Section 6(a) are in addition to any other rights the Investor has
pursuant  to  this  Agreement,  the  Debenture,  the  Warrant,  any  Transaction
Document,  and  any  other  agreement  referred to or entered into in connection
herewith.

             (b)     Merger,  Sale  of  Assets,  etc. If the Company at any time
shall  consolidate with or merge into or sell or convey all or substantially all
its  assets to any other corporation, this Debenture, as to the unpaid principal
portion  thereof  and  accrued  interest  thereon, shall thereafter be deemed to
evidence  the  right  to  purchase  such  number  and  kind  of  shares or other
securities  and property as would have been issuable or distributable on account
of  such  consolidation, merger, sale or conveyance, upon or with respect to the
securities subject to the conversion or purchase right immediately prior to such
consolidation,  merger,  sale  or  conveyance.  The  foregoing  provision  shall
similarly  apply  to  successive  transactions  of  a similar nature by any such
successor  or  purchaser.


                                        4
<PAGE>
Without  limiting  the generality of the foregoing, the anti-dilution provisions
of  this  Section  shall apply to such securities of such successor or purchaser
after any such consolidation, merger, sale or conveyance.

             (c)     Reclassification,  etc.  If the Company at any time  shall,
by  reclassification  or  otherwise,  change the Common Stock into the same or a
different  number  of  securities  of any class or classes that may be issued or
outstanding,  this  Debenture,  as  to  the unpaid principal portion thereof and
accrued  interest  thereon,  shall thereafter be deemed to evidence the right to
purchase  an  adjusted number of such securities and kind of securities as would
have been issuable as the result of such change with respect to the Common Stock
immediately prior to such reclassification or other change.

             (d)     Stock Splits, Combinations and Dividends.  If the shares of
Common  Stock  are  subdivided  or  combined into a greater or smaller number of
shares  of  Common Stock, or if a dividend is paid on the Common Stock in shares
of  Common  Stock, the Conversion Price shall be proportionately reduced in case
of  subdivision  of shares or stock dividend or proportionately increased in the
case  of  combination  of shares, in each such case by the ratio which the total
number  of shares of Common Stock outstanding immediately after such event bears
to  the  total number of shares of Common Stock outstanding immediately prior to
such event.

Whenever  the  Conversion  Price  is  adjusted  pursuant  to this Section 6, the
Company  shall promptly mail to the Holder a notice setting forth the Conversion
Price  after  such  adjustment  and setting forth a brief statement of the facts
requiring  such  adjustment.

    (7)      Conversion  Procedures.

            (a)      Conversion  shall  be  effectuated  by  surrendering  this
Debenture  to  the  Company  (if  such  Conversion  will convert all outstanding
principal)  together  with  the  form  of  conversion  notice attached hereto as
Exhibit A (the "Notice of Conversion"), executed by the Holder of this Debenture
evidencing  such  Holder's  intention  to  convert this Debenture or a specified
portion (as above provided) hereof, and accompanied, if required by the Company,
by proper assignment hereof in blank. Interest accrued or accruing from the date
of  issuance to the date of conversion shall be paid in cash or shares of Common
Stock  as  set  forth  above.  No  fraction  of  a share or scrip representing a
fraction  of  a  share  will  be  issued on conversion, but the number of shares
issuable  shall  be  rounded  up  to  the nearest whole share. The date on which
Notice  of Conversion is given (the "Conversion Date") shall be deemed to be the
date  on  which  the  Holder faxes the Notice of Conversion duly executed to the
Company. Facsimile delivery of the Notice of Conversion shall be accepted by the
Company  at  facsimile  number  (856)  227-9168,  Attn.: Peter Amico, President.
Certificates  representing Common Stock upon conversion will be delivered to the
Holder  within  five  (5) Trading Days from the date the Notice of Conversion is
delivered  to  the  Company. Delivery of shares upon conversion shall be made to
the address specified by the Holder in the Notice of Conversion.


                                        5
<PAGE>
            (b)       The  Company  understands  that  a  delay in the  issuance
of  shares  of  Common  Stock  upon a conversion beyond the five (5) Trading Day
period described in Section 7(a) could result in economic loss to the Holder. As
compensation  to  the Holder for such loss, the Company agrees to pay liquidated
damages  to  the  Holder  for  late  issuance  of  shares  of  Common Stock upon
conversion  of  $1,000  for  each  occurrence of a failure to deliver the shares
within  the  five  (5) Trading Day Period described in Section 7(a) and for each
subsequent  5-Trading  Day  Period  that  such failure to deliver continues. The
Company  shall  pay any payments incurred under this Section 7(b) in immediately
available  funds within five (5) business days upon demand. Nothing herein shall
limit  Holder's  right to pursue injunctive relief and/or actual damages for the
Company's  failure  to  issue and deliver Common Stock to the holder, including,
without  limitation,  the  Holder's  actual losses occasioned by any "buy-in" of
Common Stock necessitated by such late delivery. Furthermore, in addition to any
other  remedies  which  may  be  available  to the Holder, in the event that the
Company  fails  for any reason to effect delivery of such shares of Common Stock
within five (5) Trading Days from the date the Notice of Conversion is delivered
to  the  Company,  the  Holder will be entitled to revoke the relevant Notice of
Conversion  by  delivering a notice to such effect to the Company, whereupon the
Company  and  the  Holder  shall  each be restored to their respective positions
immediately prior to delivery of such Notice of Conversion, and in such event no
late payments shall be due in connection with such withdrawn conversion.

     (8)     Debenture  is  an  Unconditional  Obligation.  No provision of this
Debenture shall alter or impair the obligation of the Company, which is absolute
and  unconditional,  to pay the principal of, and interest on, this Debenture at
the  time,  place,  and  rate,  and  in the coin or currency or shares of Common
Stock, herein prescribed.  This Debenture is a direct obligation of the Company.

     (9)     Debenture  Unsecured.  This Debenture is unsecured, but it shall be
senior  in right of payment at any time to any and all unsecured indebtedness of
the  Company  owed  to  any  officer,  director  or  other  affiliate.

     (10)     Merger;  Consolidation;  Sale of Assets.  If the Company merges or
consolidates with another corporation or sells or transfers all or substantially
all  of  its  assets  to  another person and the holders of the Common Stock are
entitled  to  receive stock, securities or property in respect of or in exchange
for  Common  Stock,  then  as a condition of such merger, consolidation, sale or
transfer, the Company and any such successor, purchaser or transferee agree that
the  Debenture  may  thereafter  be  converted  on  the terms and subject to the
conditions  set  forth  above  into  the kind and amount of stock, securities or
property  receivable  upon  such  merger,  consolidation,  sale or transfer by a
holder  of  the number of shares of Common Stock into which this Debenture might
have  been  converted  immediately  before  such  merger, consolidation, sale or
transfer,  subject  to adjustments which shall be as nearly equivalent as may be
practicable.

     In  the  event of any proposed merger, consolidation or sale or transfer of
all  or  substantially  all  of the assets of the Company (a "Sale"), the Holder
hereof shall have the right to convert any or all of the Debenture by delivering
a  Notice of Conversion to the Company within ten (10) days of receipt of notice
of  such  Sale  from  the Company, which notice the Company shall be required to
give.


                                        6
<PAGE>
     (11)     Governing  Law; Jurisdiction.  This Debenture shall be governed by
and construed in accordance with the laws of the State of New York.  Each of the
parties  consents  to  the  jurisdiction  of  the federal courts whose districts
encompass  any part of the State of New York or the state courts of the State of
New  York in connection with any dispute arising under this Agreement and hereby
waives,  to  the  maximum  extent permitted by law, any objection, including any
objection  based on forum non conveniens, to the bringing of any such proceeding
in  such  jurisdictions.

     (12)     Default.  Any  one  of the following shall constitute an "Event of
Default":

              (a)     The  Company  shall default in the payment of principal or
interest  on  this  Debenture  and  same shall continue for a period of ten (10)
business  days,  during such time the Company shall have an opportunity to cure;
or

              (b)     Any  of  the  representations  or  warranties made  by the
Company herein, in the Purchase Agreement, the Registration Rights Agreement, or
in  any  agreement,  certificate  or  financial  or  other  written  statements
heretofore  or  hereafter  furnished  by  the  Company  in  connection  with the
execution  and  delivery  of  this  Debenture or the Purchase Agreement shall be
false  or  misleading  at  the  time  made and which deficiency has had or could
reasonably  be  expected  to have a material adverse effect on the Holder or its
investment in the Company ; or

              (c)     The  Company fails to issue shares of Common Stock to  the
Holder  or  to  cause  its  Transfer  Agent to issue shares of Common Stock upon
exercise by the Holder of the conversion rights of the Holder in accordance with
the terms of this Debenture, fails to transfer or to cause its Transfer Agent to
transfer  any  certificate  for shares of Common Stock issued to the Holder upon
conversion  of  this  Debenture  as  and  when required by this Debenture or the
Registration  Rights  Agreement, and such transfer is otherwise lawful, or fails
to  remove any restrictive legend or to cause its Transfer Agent to transfer any
certificate  or  any shares of Common Stock issued to the Holder upon conversion
of this Debenture as and when required by this Debenture, the Purchase Agreement
or  the  Registration  Rights  Agreement  and  such  legend removal is otherwise
lawful,  and any such failure shall continue uncured for five (5) business days;
or

              (d)     The  Company  shall  fail  to  perform  or observe, in any
material  respect,  any other covenant, term, provision, condition, agreement or
obligation  of the Company under the Purchase Agreement, the Registration Rights
Agreement or this Debenture and such failure shall continue uncured for a period
of  fifteen  (15)  business  days after written notice of such failure (it being
understood  that  if the Company cannot achieve or maintain the effectiveness of
the Registration Statement but continues to use its best efforts to achieve such
effectiveness  and  otherwise complies with the terms of the Registration Rights
Agreement,  its failure to achieve or maintain effectiveness of the Registration
Statement  shall  not be deemed a breach for purposes of this subsection (d), so
long  as the Company makes timely payment of the liquidated damages provided for
in the Registration Rights Agreement); or

              (e)     The  Company  shall  (1) admit in writing its inability to
pay  its  debts generally as they mature; (2) make an assignment for the benefit
of  creditors  or  commence proceedings for its dissolution; or (3) apply for or
consent to the appointment of a trustee, liquidator or receiver for its or for a
substantial part of its property or business; or


                                        7
<PAGE>
              (f)     A  trustee,  liquidator  or  receiver shall  be  appointed
for  the  Company  or for a substantial part of its property or business without
its  consent  and  shall  not  be  discharged  within sixty (60) days after such
appointment; or

              (g)     Any   governmental   agency  or  any  court  of  competent
jurisdiction  at the instance of any governmental agency shall assume custody or
control  of  the whole or any substantial portion of the properties or assets of
the Company and shall not be dismissed within sixty (60) days thereafter; or

              (h)     Bankruptcy,   reorganization,  insolvency  or  liquidation
proceedings  or other proceedings for relief under any bankruptcy law or any law
for  the relief of debtors shall be instituted by or against the Company and, if
instituted  against  the  Company, shall not be dismissed within sixty (60) days
after  such institution or the Company shall by any action or answer approve of,
consent  to,  or  acquiesce  in  any  such  proceedings  or  admit  the material
allegations of, or default in answering a petition filed in any such proceeding;
or

              (i)     The  Company  shall have  its Common  Stock  suspended  or
delisted  from trading on the Principal Market for in excess of five (5) Trading
Days.

              (j)     A  Registration Default shall have occurred on the part of
the  Company  as  such  term is defined in the Registration Rights Agreement and
same  shall  continue  for  a  period of ninety (90) days after the date of such
Registration Default.

Upon  the  occurrence  of an Event of Default, or at any time thereafter, and in
each and every such case, unless such Event of Default shall have been waived in
writing  by  the  Holder (which waiver shall not be deemed to be a waiver of any
subsequent  default)  at  the  option  of  the  Holder  and in the Holder's sole
discretion,  the Holder may consider this Debenture immediately due and payable,
without  presentment,  demand,  protest  or notice of any kind, all of which are
hereby  expressly  waived,  anything  herein or in any note or other instruments
contained  to  the  contrary  notwithstanding,  and  the  Holder may immediately
enforce  any  and all of the Holder's rights and remedies provided herein or any
other  rights  or  remedies  afforded by law; provided, that any payment of this
Debenture  in  connection  with  an  Event  of Default may, at the option of the
Holder,  be made in shares of Common Stock of the Company which number of shares
shall  be calculated based upon at the closing sale price of the Common Stock on
the  date the Debenture becomes due and payable. Such payment of shares shall be
made  within  ten  (10) Trading Days of such demand, and if not paid within such
period,  the  Company  shall pay the Holder liquidated damages in cash of 2% per
month  of  such  amount  until  paid,  pro-rated  for  any  partial  months.

     (13)     No  Rights  as  Stockholder.  Nothing  contained in this Debenture
shall be construed as conferring upon the Holder the right to vote or to receive
dividends  or  to  consent  or receive notice as a stockholder in respect of any
meeting  of  stockholders  or  any  rights  whatsoever  as  a stockholder of the
Company, unless and to the extent converted in accordance with the terms hereof.


                                        8
<PAGE>
     (14)     Additional  Conversion Restrictions.  In no event shall any holder
be  entitled  to  convert this Debenture for shares of Common Stock in excess of
that  number  of  shares  of  Common  Stock  that,  upon  giving  effect to such
conversion,  would  cause  the  aggregate  number  of  shares  of  Common  Stock
beneficially  owned  by  the holder and its "affiliates" (as defined in Rule 405
under  the  Securities  Act)  to  exceed  9.99% of the outstanding shares of the
Common  Stock  of  the  Company following such conversion.  For purposes of this
Section 14, the aggregate number of shares of Common Stock beneficially owned by
the Holder and its affiliates shall include the number of shares of Common Stock
issuable  upon  conversion  of  the  Debenture  with  respect  to  which  the
determination  is  being  made, but shall exclude the number of shares of Common
Stock  that  would be issuable upon (i) conversion of any remaining, unconverted
portion  of this Debenture and (ii) exercise or conversion of the unexercised or
unconverted  portion of any other Securities (including, without limitation, any
warrants)  subject  to  a  limitation on conversion or exercise analogous to the
limitation contained herein beneficially owned by the Holder and its affiliates.
Except  as set forth in the preceding sentence, for purposes of this Section 14,
beneficial ownership shall be calculated in accordance with Section 13(d) of the
Securities  Exchange  Act of 1934, as amended.  For purposes of this Section 14,
in  determining  the  number  of outstanding shares of Common Stock a Holder may
rely on the number of outstanding shares of Common Stock as reflected in (1) the
Company's most recent Form 10-QSB or Form 10-KSB, as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company
or  its  transfer  agent  setting  forth  the  number  of shares of Common Stock
outstanding.  For  any  reason  at any time, upon the written or oral request of
any  holder,  the Company shall immediately confirm orally and in writing to the
Holder  the number of shares of Common Stock then outstanding.  In any case, the
number  of  outstanding  shares of Common Stock shall be determined after giving
effect to conversions of portions of the Debenture by such Holder since the date
as  of  which such number of outstanding shares of Common Stock was reported. To
the  extent  that  the  limitation  contained  in  this  Section 14 applies, the
determination  of  whether  the  Debenture  is convertible (in relation to other
securities  owned  by  a  Holder)  and  of  which  portion  of this Debenture is
convertible shall be in the sole discretion of the Holder, and the submission of
a Notice of Conversion shall be deemed to be the Holder's determination that the
Debenture  is  convertible,  in  each  case subject to such aggregate percentage
limitation,  and  the  Company  shall  have  no obligation or right to verify or
confirm  the  accuracy  of such determination. Nothing contained herein shall be
deemed  to  restrict the right of a holder to convert the Debenture at such time
as  such  conversion  will  not  violate  the provisions of this Section 14. The
Holder  may  waive the provisions of this Section 14 as to itself (and solely as
to  itself)  upon  not  less  than 61 days' prior notice to the Company, and the
provisions  of  this  Section 14 shall continue to apply until such 61st day (or
such  later date as may be specified in such notice of waiver). No conversion in
violation  of  this Section 14, but otherwise in accordance with this Debenture,
shall  affect  the  status  of  the  Common Stock issued upon such conversion as
validly  issued,  fully  paid  and  nonassessable.

                     [The next page is the signature page.]


                                        9
<PAGE>

     IN  WITNESS  WHEREOF, the Company has caused this instrument to be executed
by its officer thereunto duly authorized.

Dated:   October 18, 2005

                                                 AIRTRAX, INC.


                                                 By: /s/ Peter  Amico
                                                 ---------------------
                                                 Name:   Peter  Amico
                                                 Title:  President

                                       10
<PAGE>

                                    EXHIBIT A
                                    ---------

                              NOTICE OF CONVERSION

   (To be Executed by the Registered Holder in order to Convert the Debenture)

The undersigned hereby irrevocably elects to convert $ ________________ of the
principal amount of the above Debenture No. ___ into Shares of Common Stock of
AIRTRAX, INC. (the "Company") according to the conditions hereof, as of the date
written below.

Date of Conversion ____________________________________________________________


Applicable Conversion Price____________________________________________________


Accrued Interest_______________________________________________________________


Number of Shares to be Issued__________________________________________________


Name of Holder ________________________________________________________________


Signature of Holder ___________________________________________________________

Address for Delivery of Shares or DTC
Account Number for Electronic Delivery of Shares:______________________________

_______________________________________________________________________________

_______________________________________________________________________________

</TEXT>
</DOCUMENT>
