Exhibit 4.4

                                 LOAN AGREEMENT

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

I.D. Systems, Inc.
One University Plaza
Hackensack, New Jersey 07601
(Individually and collectively "Borrower")

This Loan  Agreement  ("Agreement")  is entered  into  January  2, 2003,  by and
between Bank and Borrower.

This Agreement applies to the loan or loans (individually and collectively,  the
"Loan") evidenced by one or more promissory notes dated January 2, 2003 or other
notes subject  hereto,  as modified from time to time (whether one or more,  the
"Note") and all Loan Documents. The terms "Loan Documents" and "Obligations," as
used in this Agreement, are defined in the Note.

Relying upon the covenants, agreements, representations and warranties contained
in this  Agreement,  Bank is willing to extend credit to Borrower upon the terms
and subject to the conditions  set forth herein,  and Bank and Borrower agree as
follows:

REPRESENTATIONS.  Borrower  represents  that from the date of this Agreement and
until  final  payment  in full of the  Obligations:  ACCURATE  INFORMATION.  All
information now and hereafter furnished to Bank is and will be true, correct and
complete.  Any such information  relating to Borrower's financial condition will
accurately  reflect  Borrower's  financial  condition as of the date(s) thereof,
(including  all  contingent  liabilities  of every type),  and Borrower  further
represents that its financial  condition has not changed materially or adversely
since the  date(s)  of such  documents.  AUTHORIZATION;  NON-CONTRAVENTION.  The
execution,   delivery  and  performance  by  Borrower  and  any  guarantor,   as
applicable,  of this  Agreement and other Loan  Documents to which it is a party
are within its power,  have been duly  authorized  as may be  required  and,  if
necessary,  by making appropriate  filings with any governmental  agency or unit
and are the legal,  binding,  valid and enforceable  obligations of Borrower and
any guarantors;  and do not (i) contravene,  or constitute  (with or without the
giving of  notice  or lapse of time or both) a  violation  of any  provision  of
applicable law, a violation of the  organizational  documents of Borrower or any
guarantor, or a default under any agreement, judgment, injunction, order, decree
or other instrument  binding upon or affecting  Borrower or any guarantor,  (ii)
result in the creation or imposition of any lien (other than the lien(s) created
by the Loan Documents) on any of Borrower's or any guarantor's  assets, or (iii)
give cause for the  acceleration of any obligations of Borrower or any guarantor
to any other creditor.  ASSET OWNERSHIP.  Borrower has good and marketable title
to all of the  properties  and  assets  reflected  on  the  balance  sheets  and
financial  statements  supplied Bank by Borrower,  and all such  properties  and
assets are free and clear of mortgages, security deeds, pledges, liens, charges,
and all other encumbrances, except as otherwise disclosed to Bank by Borrower in
writing and approved by Bank ("Permitted  Liens"). To Borrower's  knowledge,  no
default  has  occurred  under any  Permitted  Liens  and no claims or  interests
adverse to Borrower's  present  rights in its properties and assets have arisen.
DISCHARGE OF LIENS AND TAXES.  Borrower has duly filed,  paid and/or  discharged
all  taxes or other  claims  that may  become a lien on any of its  property  or
assets,  except to the extent that such items are being appropriately  contested
in  good  faith  and an  adequate  reserve  for the  payment  thereof  is  being
maintained.  SUFFICIENCY OF CAPITAL.  Borrower is not, and after consummation of
this  Agreement and after giving effect to all  indebtedness  incurred and liens
created by Borrower in  connection  with the Note and any other Loan  Documents,
will not be,  insolvent  within the meaning of 11 U.S.C. ss 101(32).  COMPLIANCE
WITH LAWS. Borrower is in compliance in all respects with all federal, state and
local laws,  rules and  regulations  applicable to its  properties,  operations,
business, and finances, including, without limitation, any federal or state laws
relating  to  liquor  (including  18  U.S.C.  ss 3617,  et  seq.)  or  narcotics
(including 21 U.S.C. ss 801, et seq.)

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and/or any commercial crimes; all applicable  federal,  state and local laws and
regulations  intended to protect the  environment;  and the Employee  Retirement
Income Security Act of 1974, as amended ("ERISA"),  if applicable.  ORGANIZATION
AND  AUTHORITY.  Each  corporation,  partnership  or limited  liability  company
Borrower and/or guarantor, as applicable,  is duly created, validly existing and
in good standing  under the laws of the state of its  organization,  and has all
powers, governmental licenses,  authorizations,  consents and approvals required
to operate its  business as now  conducted.  Each  corporation,  partnership  or
limited  liability  company Borrower and/or  guarantor,  as applicable,  is duly
qualified,   licensed  and  in  good   standing  in  each   jurisdiction   where
qualification  or  licensing  is required  by the nature of its  business or the
character and location of its property,  business or customers, and in which the
failure  to so  qualify or be  licensed,  as the case may be, in the  aggregate,
could  have a  material  adverse  effect on the  business,  financial  position,
results  of  operations,  properties  or  prospects  of  Borrower  or  any  such
guarantor.  NO LITIGATION.  There are no pending or threatened suits,  claims or
demands  against  Borrower or any guarantor that have not been disclosed to Bank
by Borrower in writing, and approved by Bank. REGULATION U. None of the proceeds
of the credit  extended  pursuant to this  Agreement  shall be used  directly or
indirectly  for the  purpose of  purchasing  or  carrying  any  margin  stock in
violation of any of the  provisions of Regulation U of the Board of Governors of
the Federal Reserve System  ("Regulation  U"), or for the purpose of reducing or
retiring any  indebtedness  which was  originally  incurred to purchase or carry
margin  stock or for any other  purchase  which might render the Loan a "Purpose
Credit" within the meaning of Regulation U.

AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and until final
payment  in full of the  Obligations,  unless  Bank shall  otherwise  consent in
writing,  Borrower will: ACCESS TO BOOKS AND RECORDS. Allow Bank, or its agents,
during  normal  business  hours,  access to the  books,  records  and such other
documents  of  Borrower as Bank shall  reasonably  require,  and allow Bank,  at
Borrower's expense, to inspect,  audit and examine the same and to make extracts
therefrom and to make copies thereof.  ACCOUNTS PAYABLE AGING.  Deliver to Bank,
from time to time  hereafter but not less than  quarterly  within 45 days of the
end of each such period, a detailed  payables report including aging of payables
by total,  vendor  names and  addresses,  a  reconciliation  statement,  and the
original date of each invoice.  ACCOUNTS RECEIVABLE AGING. Deliver to Bank, from
time to time hereafter but not less than quarterly  within 45 days of the end of
each such period, a detailed receivables report including totals, customer names
and  addresses,  a  reconciliation  statement,  and  the  original  date of each
invoice.  BUSINESS  CONTINUITY.  Conduct its business in substantially  the same
manner and locations as such business is now and has previously  been conducted.
CERTIFICATE  OF FULL  COMPLIANCE  FROM  ACCOUNTANT.  Deliver  to Bank,  with the
financial statements required herein, a certification by Borrower's  independent
certified  public  accountant  that Borrower is in full compliance with the Loan
Documents.   COMPLIANCE  WITH  OTHER  AGREEMENTS.  Comply  with  all  terms  and
conditions contained in this Agreement,  and any other Loan Documents,  and swap
agreements,  if  applicable,  as  defined  in the 11  U.S.C.  ss  101.  ESTOPPEL
CERTIFICATE.  Furnish, within 15 days after request by Bank, a written statement
duly  acknowledged  of the  amount  due under the Loan and  whether  offsets  or
defenses exist against the Obligations.  INSURANCE.  Maintain adequate insurance
coverage with respect to its properties  and business  against loss or damage of
the kinds  and in the  amounts  customarily  insured  against  by  companies  of
established  reputation  engaged  in the same or similar  businesses  including,
without limitation, commercial general liability insurance, workers compensation
insurance, and business interruption insurance; all acquired in such amounts and
from  such  companies  as Bank  may  reasonably  require.  MAINTAIN  PROPERTIES.
Maintain,  preserve  and keep its  property in good  repair,  working  order and
condition,  making all needed replacements,  additions and improvements thereto,
to the extent  allowed by this  Agreement.  NOTICE OF DEFAULT AND OTHER NOTICES.
(a) NOTICE OF DEFAULT.  Furnish to Bank  immediately  upon becoming aware of the
existence of any  condition or event which  constitutes a Default (as defined in
the Loan  Documents)  or any event which,  upon the giving of notice or lapse of
time or both,  may become a Default,  written  notice  specifying the nature and
period of existence  thereof and the action which Borrower is taking or proposes
to take with respect thereto. (b) OTHER NOTICES. Promptly notify Bank in writing
of (i) any material  adverse change in its financial  condition or its business;
(ii) any default under any material  agreement,  contract or other instrument to
which  it is a  party  or by  which  any of its  properties  are  bound,  or any
acceleration of the maturity of any  indebtedness  owing by Borrower;  (iii) any
material  adverse  claim  against  or  affecting  Borrower  or any  part  of its
properties;  (iv) the  commencement of, and any material  determination  in, any
litigation with any third party or any


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proceeding before any governmental agency or unit affecting Borrower; and (v) at
least 30 days prior thereto,  any change in Borrower's  name or address as shown
above, and/or any change in Borrower's structure.  OTHER FINANCIAL  INFORMATION.
Deliver  promptly  such other  information  regarding  the  operation,  business
affairs,  and financial  condition of Borrower which Bank may reasonably request
PAYMENT OF DEBTS.  Pay and discharge  when due, and before subject to penalty or
further  charge,  and otherwise  satisfy  before  maturity or  delinquency,  all
obligations,  debts, taxes, and liabilities of whatever nature or amount, except
those which  Borrower in good faith  disputes.  REPORTS AND PROXIES.  Deliver to
Bank, promptly, a copy of all financial statements,  reports, notices, and proxy
statements,  sent by  Borrower  to  stockholders,  and all  regular or  periodic
reports  required  to be  filed by  Borrower  with any  governmental  agency  or
authority.

NEGATIVE  COVENANTS.  Borrower  agrees that from the date of this  Agreement and
until final  payment in full of the  Obligations,  unless  Bank shall  otherwise
consent in writing,  Borrower will not: CHANGE IN FISCAL YEAR. Change its fiscal
year.  CHANGE OF CONTROL.  Make or suffer a change of ownership that effectively
changes  control of  Borrower  from  current  ownership.  ENCUMBRANCES.  Create,
assume, or permit to exist any mortgage,  security deed, deed of trust,  pledge,
lien,  charge or other  encumbrance  on any of its assets,  whether now owned or
hereafter  acquired,  other than:  (i) security  interests  required by the Loan
Documents; (ii) liens for taxes contested in good faith; (iii) liens accruing by
law for employee benefits;  or (iv) Permitted Liens. DEFAULT ON OTHER CONTRACTS
OR OBLIGATIONS.  Default on any material contract with or obligation when due to
a third party or default in the  performance  of any obligation to a third party
incurred for money borrowed.  GOVERNMENT  INTERVENTION.  Permit the assertion or
making of any  seizure,  vesting or  intervention  by or under  authority of any
governmental  entity,  as a result of which the  management  of  Borrower or any
guarantor  is  displaced  of its  authority  in the  conduct  of its  respective
business or such business is curtailed or materially impaired. JUDGMENT ENTERED.
Permit the entry of any monetary judgment or the assessment against,  the filing
of any  tax  lien  against,  or the  issuance  of any  writ  of  garnishment  or
attachment  against any property of or debts due.  RETIRE OR REPURCHASE  CAPITAL
STOCK. Retire or otherwise acquire any of its capital stock.

ANNUAL  FINANCIAL  STATEMENTS.  Borrower shall deliver to Bank,  within 120 days
after the close of each fiscal year, audited financial statements reflecting its
operations during such fiscal year,  including,  without  limitation,  a balance
sheet,  profit and loss statement and statement of cash flows,  with  supporting
schedules  and in  reasonable  detail,  prepared in  conformity  with  generally
accepted accounting  principles,  applied on a basis consistent with that of the
preceding year. If audited statements are required, all such statements shall be
examined by an independent  certified public accountant  acceptable to Bank. The
opinion of such independent  certified public accountant shall not be acceptable
to Bank if qualified due to any  limitations in scope imposed by Borrower or any
other person or entity. Any other qualification of the opinion by the accountant
shall render the  acceptability  of the financial  statements  subject to Bank's
approval.  If audited  statements  are  required,  Borrower's  accountant  shall
provide  Bank with a written  acknowledgment  of the  Bank's  reliance  upon the
statements in accordance with N.J.S. 2A:53A-25.

PERIODIC  FINANCIAL  STATEMENTS.   Borrower  shall  deliver  to  Bank  unaudited
management-prepared    quarterly   financial   statements   including,   without
limitation,  a balance  sheet,  profit and loss  statement and statement of cash
flows, with supporting  schedules,  as soon as available and in any event within
45 days  after the close of each  such  period;  all in  reasonable  detail  and
prepared in conformity with generally accepted accounting principles, applied on
a basis  consistent with that of the preceding  year.  Such statements  shall be
certified as to their  correctness by a principal  financial officer of Borrower
and in each  case,  if audited  statements  are  required,  subject to audit and
year-end adjustments.

FINANCIAL  COVENANTS.  Borrower agrees to the following provisions from the date
hereof  until  final  payment  in full of the  Obligations,  unless  Bank  shall
otherwise consent in writing,  using the financial information for Borrower, its
subsidiaries,  affiliates  and its  holding or parent  company,  as  applicable:
DEPOSIT  RELATIONSHIP.  Borrower shall maintain its primary  depository  account
with Bank.  REQUIRED HEDGE.  Borrower shall hedge the Loan's  floating  interest
expense for the full term of the Loan by  maintaining an interest rate swap, cap
or  collar  with Bank or other  counterparty  acceptable  to Bank in a  notional
amount equal to the then principal balance of the Loan and providing for a fixed
rate  satisfactory  to Bank, and  containing  such other items and conditions as
shall be reasonably acceptable to Bank.


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LIMITATION ON DEBT. Borrower shall not, directly or indirectly,  create,  incur,
assume or become liable for any additional  indebtedness,  whether contingent or
direct.  LIQUIDITY  REQUIREMENT.  Borrower shall, at all times,  maintain Liquid
Assets of not less than $3,000,000.00. "Liquid Assets" shall mean the sum of all
cash, time deposits and marketable securities.

CONDITIONS PRECEDENT.  The obligations of Bank to make the loan and any advances
pursuant to this  Agreement are subject to the following  conditions  precedent:
ADDITIONAL DOCUMENTS. Receipt by Bank of such additional supporting documents as
Bank or its counsel may reasonably request.

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

                         I.D. Systems, Inc.

                         By: /s/ Ned Mavrommatis      (SEAL)
                             -----------------------
                             Ned Mavrommatis, CFO



                         Wachovia Bank, National Association

                         By: /s/ Thomas Caputo                    (SEAL)
                             ------------------------------------
                             Thomas Caputo, Senior Vice President




Tracking #: 15086SUM
CAT - Deal # 168419 Facility ID 120679


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