PRODUCT DEVELOPMENT SALES AND REPRESENTATION AGREEMENT

PRODUCT DEVELOPMENT

SALES AND REPRESENTATION AGREEMENT

DRAFT AGREEMENT

Dated March 13, 2004

between

MEC Aerial Platform Sales Corporation, a California corporation

and

Airtrax, Inc., a New Jersey corporation

MEC-Airtrax Agreement 13-March-04

# of 6

PRODUCT DEVELOPMENT

SALES AND MANUFACTURING

REPRESENTATION AGREEMENT

This  PRODUCT DEVELOPMENT, SALES AND MANUFACTURING REPRESENTATION AGREEMENT is entered into this the 13th day of March, 2004 by and between MEC Aerial Platform Sales Corporation, a California corporation (“MEC”), and Airtrax Corporation, a New Jersey corporation (“Airtrax”).

RECITALS:

Whereas: Equipment Parts Wholesale of 4780 E. Jensen Ave., Fresno, CA 93725, sells equipment parts, is the exclusive owner of the assets that make up the “MEC” brand of aerial work platforms, (formerly Mayville Engineering Co.) and has provided a license to

MEC Aerial Platform Sales Corporation, a California corporation to use the “MEC” name and assets in the sub-contracting for production and sales of said AWPS and

Airtrax has developed technology that allows omni-directional movement of material handling equipment including lift trucks, munitions handlers and aerial work platforms (“AWP’s”). Airtrax owns Filco GmbH manufacturing facilities in Europe and,

The parties wish to complete product development whereby the Airtrax technology will be used in conjunction with the MEC aerial platform design for the purpose of the design, production and sale of omni-directional AWP’s (“the Product”); and

The parties desire to enter into an agreement whose affect begins at the date this agreement is signed by both parties specifically to establish the business relationship between the parties to address the following:

1.

development of the Prototype Product

2.

development of the Commercial  Product

3.

provide for the sale of the Product

4.

provide  for production of the Product

5.

establish warranty and service representation for the Product

6.

establish warranty and service representation for other Airtrax products

7.

exclusivity agreement

PROTOTYPE DEVELOPMENT

1.

Purpose.  The parties agree to develop a prototype of the Product.  After development of the prototype Product, the parties will establish the cost of a commercial Product.  If the cost of a commercial Product is considered economically viable, the parties will go into production of the commercial Product.

a.

It is the intent of the parties to produce a prototype of the Product that can be

fully tested in preparation for a production model of the Product to be sold in a commercial, public environment.

b.

It is the further intent of the parties to produce a product that meets all governing laws, specifications, and standards and that such Product can be produced at a cost that can provide a mutually agreeable profit.

2.

Prototype Development:  Airtrax is responsible for all prototype development.  Each party agrees to provide the parts, which apply to that party’s area of responsibility, in usable and satisfactory condition, to build the Prototype Product.

a.

Airtrax will provide all of the parts required for the traction system  and the control systems related to the traction system.

b.