Exhibit 4.8

                                PROMISSORY NOTE


$500,000.00
                                                                      May 4,2005
I. D. Systems, Inc.
One University Plaza
Hackensack, New Jersey 07601
(Individually and collectively "Borrower")

Wachovia Bank, National Association
190 River Road
Summit, New Jersey 07901
(Hereinafter referred to as "Bank")

Borrower  promises  to pay to the order of Bank,  in lawful  money of the United
States of  America,  at its office  indicated  above or  wherever  else Bank may
specify,  the sum of Five Hundred  Thousand and No/100 Dollars  ($500,000.00) or
such sum as may be advanced and outstanding  from time to time, with interest on
the  unpaid  principal  balance  at the rate and on the terms  provided  in this
Promissory Note  (including all renewals,  extensions or  modifications  hereof,
this "Note").

RENEWAL/MODIFICATION.  This Promissory Note renews, extends and/or modifies that
certain  Promissory Note dated July 19, 2004 (the "Original  Promissory  Note"),
evidencing an original principal amount of $500,000.00.  This Promissory Note is
not a novation.


LOAN  AGREEMENT.  This Note is subject to the  provisions  of that  certain Loan
Agreement between Bank and Borrower of even date herewith, as modified from time
to time.

LINE OF CREDIT.  Borrower may borrow, repay and reborrow,  and, upon the request
of Borrower,  Bank shall advance and readvance under this Note from time to time
(each an "Advance" and together the "Advances"),  so long as the total principal
balance  outstanding  under  this  Note at any one  time  does  not  exceed  the
principal  amount  stated on the face of this Note,  subject to the  limitations
described in any loan agreement to which this Note is subject. Bank's obligation
to make Advances under this Note shall terminate if a demand for payment is made
under this Note or if a Default (as defined in the other Loan  Documents)  under
any Loan Document occurs or in any event, on the first anniversary hereof unless
renewed or  extended  by Bank in writing  upon such terms then  satisfactory  to
Bank.  As of the date of each  proposed  Advance,  Borrower  shall be  deemed to
represent that each representation made in the Loan Documents is true as of such
date.  30-DAY PAYOUT.  During the term of the Note,  Borrower agrees to pay down
the outstanding balance to a maximum of $0.00 for 30 consecutive days annually.

If Borrower  subscribes to Bank's cash management services and such services are
applicable  to this line of credit,  the terms of such service shall control the
manner in which funds are  transferred  between the  applicable  demand  deposit
account and the line of credit for credit or debit to the line of credit.

USE OF PROCEEDS.  Borrower  shall use the  proceeds of the loan(s)  evidenced by
this Note for the  commercial  purposes  of  Borrower,  as  follows:  to finance
working capital.

SECURITY.  Borrower  has  granted  Bank a security  interest  in the  collateral
described  in the  Loan  Documents,  including,  but not  limited  to,  personal
property  collateral  described in that  certain  Security  Agreement  dated May
23,2002.

INTEREST  RATE.  Interest shall accrue on the unpaid  principal  balance of this
Note from the date hereof at the LIBOR  Market  Index Rate plus  1.75%,  as that
rate may change from day to day in accordance with

<PAGE>

changes in the LIBOR Market Index Rate  ("Interest  Rate").  "LIBOR Market Index
Rate",  for any day, means the rate for 1 month U.S. dollar deposits as reported
on Telerate page 3750 as of 11:OO a.m., London time, on such day, or if such day
is not a London business day, then the immediately preceding London business day
(or if not so  reported,  then as  determined  by Bank from  another  recognized
source or interbank quotation).

DEFAULT  RATE.  In addition to all other  rights  contained  in this Note,  if a
default in the payment of Obligations occurs, all outstanding Obligations, other
than Obligations  under any swap agreements (as defined in 11 U.S.C. ss. 101, as
in effect from time to time) between Borrower and Bank or its affiliates,  shall
bear  interest at the Interest Rate plus 3% ("Default  Rate").  The Default Rate
shall also apply from demand until the  Obligations  or any judgment  thereon is
paid in full.

INTEREST AND FEE(S) COMPUTATION  (ACTUAL/360).  Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual  number of days in the
applicable  period  ("Actual/360   Computation").   The  Actual/360  Computation
determines the annual  effective  interest yield by taking the stated  (nominal)
rate for a year's  period and then  dividing  said rate by 360 to determine  the
daily  periodic  rate to be  applied  for  each  day in the  applicable  period.
Application of the Actual/360  Computation produces an annualized effective rate
exceeding the nominal rate.

REPAYMENT  TERMS.  This Note  shall be due and  payable in  consecutive  monthly
payments of accrued interest only, commencing on June 1, 2005, and continuing on
the same day of each month thereafter until fully paid. In any event,  this Note
shall be due and payable in full,  including all principal and accrued interest,
on demand.

AUTOMATIC DEBIT OF CHECKING ACCOUNT FOR LOAN PAYMENT.  Borrower  authorizes Bank
to debit demand deposit account number  2000012986149  or any other account with
Bank (routing  number  021200025)  designated in writing by Borrower,  beginning
June 1, 2005 for any payments due under this Note.  Borrower  further  certifies
that Borrower holds legitimate  ownership of this account and preauthorizes this
periodic debit as part of its right under said ownership.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations  shall be applied to accrued interest and then
to principal. Upon the occurrence of a default in the payment of the Obligations
or a Default  (as  defined  in the other  Loan  Documents)  under any other Loan
Document, monies may be applied to the Obligations in any manner or order deemed
appropriate by Bank.

If any  payment  received  by Bank under this Note or other  Loan  Documents  is
rescinded,  avoided or for any reason  returned  by Bank  because of any adverse
claim or threatened  action,  the returned  payment  shall remain  payable as an
obligation  of all persons  liable  under this Note or other Loan  Documents  as
though such payment had not been made.

DEFINITIONS. LOAN DOCUMENTS. The term "Loan Documents", as used in this Note and
the other Loan Documents, refers to all documents executed in connection with or
related to the loan  evidenced  by this Note and any prior notes which  evidence
all or any portion of the loan evidenced by this Note, and any letters of credit
issued  pursuant  to any loan  agreement  to which  this  Note is  subject,  any
applications  for such  letters of credit and any other  documents  executed  in
connection therewith or related thereto, and may include,  without limitation, a
commitment letter that survives closing, a loan agreement,  this Note,  guaranty
agreements,  security agreements,  security  instruments,  financing statements,
mortgage  instruments,  any  renewals  or  modifications,  whenever  any  of the
foregoing are executed,  but does not include swap  agreements (as defined in 11
U.S.C.  ss.  101,  as in  effect  from  time to  time).  OBLIGATIONS.  The  term
"Obligations",  as used in this Note and the other Loan Documents, refers to any
and  all  indebtedness  and  other   obligations  under  this  Note,  all  other
obligations under any other Loan Document(s), and all obligations under any swap
agreements  (as  defined in 11 U.S.C.  ss.  101, as in effect from time to time)
between Borrower and Bank, or its affiliates,  whenever executed.  CERTAIN OTHER
TERMS.  All terms  that are used but not  otherwise  defined  in any of the Loan
Documents shall have the definitions provided in the Uniform Commercial Code.


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<PAGE>

LATE CHARGE.  If any payments  are not timely made,  Borrower  shall also pay to
Bank a late  charge  equal to 5% of each  payment  past due for 10 or more days.
This late charge shall not apply to payments due at maturity or by  acceleration
hereof,  unless such late  payment is in an amount not greater  than the highest
periodic payment due hereunder.

Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

ATTORNEYS'  FEES AND OTHER  COLLECTION  COSTS.  Borrower shall pay all of Bank's
reasonable  expenses  incurred  to  enforce or  collect  any of the  Obligations
including, without limitation, reasonable arbitration,  paralegals',  attorneys'
and experts' fees and expenses,  whether  incurred without the commencement of a
suit,  in  any  trial,  arbitration,  or  administrative  proceeding,  or in any
appellate or bankruptcy proceeding.

USURY. If at any time the effective interest rate under this Note would, but for
this  paragraph,  exceed the maximum  lawful rate,  the effective  interest rate
under this Note shall be the maximum  lawful  rate,  and any amount  received by
Bank in excess of such rate shall be applied to  principal  and then to fees and
expenses, or, if no such amounts are owing, returned to Borrower.

DEMAND NOTE.  This is a demand Note and all  Obligations  hereunder shall become
immediately due and payable upon demand. In addition,  the Obligations hereunder
shall  automatically  become  immediately  due and  payable if  Borrower  or any
guarantor  or  endorser of this Note  commences  or has  commenced  against it a
bankruptcy or insolvency proceeding.

REMEDIES.  Upon the occurrence of a default in the payment of the Obligations or
a  Default  (as  defined  in the other  Loan  Documents)  under  any other  Loan
Document,  Bank may at any time  thereafter,  take the following  actions:  BANK
LIEN.  Foreclose  its  security  interest or lien  against  Borrower's  accounts
without notice.  CUMULATIVE.  Exercise any rights and remedies as provided under
the Note and the other Loan Documents, or as provided by law or equity.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time,  including without limitation,
financial   statements  and  information   pertaining  to  Borrower's  financial
condition. Such information shall be true, complete, and accurate.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan  Documents  shall be valid unless in writing and signed by an officer
of Bank.  No  waiver  by Bank of any  Default  (as  defined  in the  other  Loan
Documents) shall operate as a waiver of any other Default or the same Default on
a future  occasion.  Neither  the  failure  nor any delay on the part of Bank in
exercising any right,  power, or remedy under this Note and other Loan Documents
shall  operate  as a waiver  thereof,  nor  shall a single or  partial  exercise
thereof  preclude any other or further  exercise  thereof or the exercise of any
other right, power or remedy.

Except to the extent  otherwise  provided by the Loan Documents or prohibited by
law,  each  Borrower  and each  other  person  liable  under  this  Note  waives
presentment,  protest,  notice of dishonor,  notice of  intention to  accelerate
maturity,  notice  of  acceleration  of  maturity,  notice of sale and all other
notices of any kind.  Further,  each agrees that Bank may (i) extend,  modify or
renew this Note or make a novation of the loan  evidenced  by this Note,  and/or
(ii) grant releases,  compromises or indulgences  with respect to any collateral
securing this Note, or with respect to any Borrower or other person liable under
this Note or any other Loan Documents,  all without notice to or consent of each
Borrower  and other such person,  and without  affecting  the  liability of each
Borrower and other such person;  provided,  Bank may not extend, modify or renew
this Note or make a novation  of the loan  evidenced  by this Note  without  the
consent of the  Borrower,  or if there is more than one  Borrower,  without  the
consent of at least one Borrower;  and further  provided,  if there is more than
one  Borrower,  Bank  may not  enter  into a  modification  of this  Note  which
increases the burdens of a Borrower without the consent of that Borrower.


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<PAGE>

MISCELLANEOUS  PROVISIONS.  Assignment.  This Note and the other Loan  Documents
shall  inure to the  benefit  of and be  binding  upon  the  parties  and  their
respective  heirs,  legal  representatives,   successors  and  assigns.   Bank's
interests in and rights under this Note and the other Loan  Documents are freely
assignable,  in whole or in part, by Bank. In addition,  nothing in this Note or
any of the other Loan  Documents  shall prohibit Bank from pledging or assigning
this Note or any of the other  Loan  Documents  or any  interest  therein to any
Federal  Reserve  Bank.  Borrower  shall not  assign  its  rights  and  interest
hereunder without the prior written consent of Bank, and any attempt by Borrower
to assign without Bank's prior written  consent is null and void. Any assignment
shall not  release  Borrower  from the  Obligations.  APPLICABLE  LAW;  CONFLICT
BETWEEN  DOCUMENTS.  This Note and, unless otherwise  provided in any other Loan
Document,  the other Loan Documents shall be governed by and construed under the
laws of the state  named in Bank's  address  on the first  page  hereof  without
regard to that state's  conflict of laws  principles.  If the terms of this Note
should  conflict with the terms of any loan agreement or any  commitment  letter
that  survives  closing,  the  terms  of this  Note  shall  control.  BORROWER'S
ACCOUNTS.  Except as prohibited by law, Borrower grants Bank a security interest
in all of  Borrower's  accounts  with  Bank  and  any  of its  affiliates.  SWAP
AGREEMENTS.  All swap agreements (as defined in 11 U.S.C.  ss. 101, as in effect
from time to time),  if any,  between  Borrower and Bank or its  affiliates  are
independent   agreements  governed  by  the  written  provisions  of  said  swap
agreements,  which  will  remain in full  force and  effect,  unaffected  by any
repayment, prepayment, acceleration,  reduction, increase or change in the terms
of this Note,  except as  otherwise  expressly  provided  in said  written  swap
agreements,  and any payoff  statement from Bank relating to this Note shall not
apply to said  swap  agreements  unless  expressly  referred  to in such  payoff
statement.  JURISDICTION.  Borrower irrevocably agrees to non-exclusive personal
jurisdiction  in the state  named in Bank's  address on the first  page  hereof.
SEVERABILITY. If any provision of this Note or of the other Loan Documents shall
be  prohibited  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  but only to the extent of such  prohibition or invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Note or  other  such  document.  NOTICES.  Any  notices  to  Borrower  shall  be
sufficiently  given,  if in writing and mailed or  delivered  to the  Borrower's
address shown above or such other address as provided hereunder, and to Bank, if
in writing and mailed or delivered to Wachovia Bank, National Association,  Mail
Code  VA7628,  P. 0. Box 13327,  Roanoke,  VA 24040 or Wachovia  Bank,  National
Association,  Mail Code VA7628, 10 South Jefferson Street,  Roanoke, VA 24011 or
such other address as Bank may specify in writing from time to time.  Notices to
Bank must include the mail code. In the event that Borrower  changes  Borrower's
address at any time prior to the date the Obligations are paid in full, Borrower
agrees to promptly  give written  notice of said change of address by registered
or certified  mail,  return  receipt  requested,  all charges  prepaid.  PLURAL;
CAPTIONS. All references in the Loan Documents to Borrower,  guarantor,  person,
document or other nouns of reference  mean both the singular and plural form, as
the case may be,  and the term  "person"  shall mean any  individual,  person or
entity.   The  captions  contained  in  the  Loan  Documents  are  inserted  for
convenience only and shall not affect the meaning or  interpretation of the Loan
Documents. ADVANCES. Bank may, in its sole discretion, make other advances which
shall be deemed to be advances under this Note, even though the stated principal
amount of this Note may be exceeded as a result  thereof.  POSTING OF  PAYMENTS.
All payments  received during normal banking hours after 2:00 p.m. local time at
the office of Bank first shown above shall be deemed  received at the opening of
the next banking day. JOINT AND SEVERAL  OBLIGATIONS.  If there is more than one
Borrower,  each is jointly and  severally  obligated.  FEES AND TAXES.  Borrower
shall promptly pay all documentary,  intangible recordation and/or similar taxes
on this  transaction  whether  assessed at closing or arising from time to time.
LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO,
INCLUDING BANK BY ACCEPTANCE HEREOF,  AGREES THAT IN ANY JUDICIAL,  MEDIATION OR
ARBITRATION  PROCEEDING OR ANY CLAIM OR  CONTROVERSY  BETWEEN OR AMONG THEM THAT
MAY  ARISE  OUT OF OR BE IN ANY WAY  CONNECTED  WITH  THIS  AGREEMENT,  THE LOAN
DOCUMENTS  OR ANY OTHER  AGREEMENT  OR  DOCUMENT  BETWEEN  OR AMONG  THEM OR THE
OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE
A  REMEDY  OF,  OR BE  LIABLE  TO  THE  OTHER  FOR,  (1)  INDIRECT,  SPECIAL  OR
CONSEQUENTIAL  DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES
HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY
MAY  HAVE OR  WHICH  MAY  ARISE  IN THE  FUTURE  IN  CONNECTION  WITH  ANY  SUCH
PROCEEDING. CLAIM OR CONTROVERSY, WHETHER THE SAME


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<PAGE>

IS RESOLVED BY  ARBITRATION,  MEDIATION,  JUDICIALLY OR  OTHERWISE.  PATRIOT ACT
NOTICE. To help fight the funding of terrorism and money laundering  activities,
Federal law requires all financial  institutions to obtain,  verify,  and record
information  that identifies  each person who opens an account.  For purposes of
this  section,  account  shall be  understood  to include loan  accounts.  FINAL
AGREEMENT.  This Note and the other Loan Documents represent the final agreement
between  the  parties  and  may  not  be  contradicted  by  evidence  of  prior,
contemporaneous  or  subsequent  oral  agreements  of the parties.  There are no
unwritten oral agreements between the parties.

WAIVER OF JURY  TRIAL.  TO THE  EXTENT  PERMITTED  BY  APPLICABLE  LAW,  EACH OF
BORROWER  BY  EXECUTION  HEREOF  AND  BANK  BY  ACCEPTANCE  HEREOF,   KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY  WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENT  CONTEMPLATED TO BE EXECUTED
IN  CONNECTION  WITH THIS NOTE,  OR ANY COURSE OF  CONDUCT,  COURSE OF  DEALING,
STATEMENTS  (WHETHER  VERBAL OR  WRITTEN)  OR ACTIONS OF ANY PARTY WITH  RESPECT
HERETO.  THIS  PROVISION IS A MATERIAL  INDUCEMENT  TO BANK TO ACCEPT THIS NOTE.
EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY
PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED
IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT  HERETOFORE  EXECUTED IN
CONNECTION  WITH,  RELATED  TO OR  BEING  REPLACED,  SUPPLEMENTED,  EXTENDED  OR
MODIFIED BY, THIS NOTE.

IN WITNESS  WHEREOF,  Borrower,  on the day and year first  above  written,  has
caused this Note to be executed under seal.





                         I.D. Systems, Inc.

                         By: /s/ Ned Mavrommatis,                     (SEAL)
                             ----------------------------------------
                             Ned Mavrommatis, Chief Financial Officer




Tracking #: 67194 PHL 20/4226578522/18
CAT - Deal # 502363 Facility ID 352242


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