PROMiSSORY NOTE
           $60,506                           DATE: JANUARY 12, 1998


        For value  received,  the  undersigned  Rick Bacchus and Philis  Bacchus
        (collectively the "Promisor") each as principal,  jointly and severally,
        promise  to pay to the  order  of  Refrigeration  Technology  Inc.  (the
        "payee"),  at P.O. BOX 3046, Sunland Park, New Mexico 88063, (or at such
        other place as the Payee may  designate  in writing)  the sum of $60,506
        with interest.  This promissory note consolidates four separate payments
        received as follows:
                Amount                   Date of Loan
                   $ 5,000               January 1,1997
                   $47,172               March 12,1997
                   $ 3,334               May 9, 1997
                                         August 5, 1997
               $60,506
        Interest will be paid on the unpaid principal at the rate of 1.0 percent
        over  prime  published  in the Wall  Street  Journal,  Eastern  Edition,
        annually.  The unpaid  principal  shall be  payable  over five years and
        accrued  interest  shall be payable  monthly.  All payments on this Note
        shall be applied  first in payment of accrued  interest and remainder in
        payment of principal.

        If any  installment  is not paid when due, the remaining  unpaid balance
        and accrued  interest shall become due  immediately at the option of the
        Payee.

        The  promisor  reserves  the right to  prepay  this Note (in whole or in
        part) prior to the Due Date with no prepayment penalty.

        If any  payment  obligation  under  this Note is not paid when due,  the
        Promisor promises top pay all costs of collection,  including reasonable
        attorney  fees,  whether  or not a  lawsuit  is  commenced  as  part  of
        collection process.

        If any of the following events of default occur, this Note and any other
        obligations of the Promisor to the Payee,  shall become due immediately,
        without demand of notice:

1) the failure of the Promisor to pay the principal and any accrued  interest in
full on or before the Due Date;

        2) the death of the Promisor(s) or Payee(s);






M~R 30 '98 22:57



<PAGE>



~98 17:53 505589071.0                              REFTECH

[GRAPHIC OMITTED]

                                     







3) the filing of bankruptcy proceedings involving the Promisor as a Debtor;

         4)   the application for appointment of a receiver for the Promisor;

5)  the  making  of  general  assignment  for  the  benefit  of  the  Promisor's
creditor's;
               6)   the insolvency of the Promisor; or

7) the  misrepresentation  by the Prom  isor to the  Payee  for the  purpose  of
obtaining or extending credit.

                This Note is secured by Quality Air stock owned by promisor and,
                when converted,  RTI stock. The Payee is not required to rely on
                the above  security  for the payment of this Note in the case of
                default, but may proceed directly against the Promisor.

                If any one or more of the provisions of this Note are determined
                to be  unenforceable,  in whole or in part, for and reason,  the
                remaining provisions shall remain fully operative.

                All  payments of  principal  and  interest on this Note shall be
                paid in the legal currency of the United States. Promisor waives
                presentment  for  payment,  protest,  and notice of protest  and
                nonpayment of this Note.

                No renewal of  extension of this note,  delay in  enforcing  and
                right of the Payee under this Note,  or  assignment  by Payee of
                this Note shall affect the liability of the Promisor. All rights
                of the Payee under this Note are cumulative and may be exercised
                concurrently or consecutively at the Payee's option.

                This  note  will  be  replaced  with  a  promissory  note  after
distribution of RTI shares.

               This Note shall be constructed in accordance with the laws of the
State of New Mexico.

               Signed this -- day of _______,1995, at





               By
                Philis Bacchus

<PAGE>







                                                  PROMiSSORY NOTE
          $9,747                           DATE: JANUARY 12, 1998


       For value  received,  the  undersigned  Rocky  Bacohus (  "Promisor")  as
       principal,  promises to pay to the order of Refrigeration Technology Inc.
       (the "payee"),  at P.O. BOX 3048,  Suntand Park, New Mexico 88063, (or at
       such other place as the Payee may designate tn wilting) the sum of $9,747
       with interest.  These moneys were received on March 12,1997 ($1,414), May
       9. 1997 ($3,333) and on August 5,1997 ($5,000).


       Interest will be paid on the unpaid  principal at the rate of 1.0 percent
       over  prime  published  in the  Wall  Street  Journal,  Eastern  Edition,
       annually.

       The  unpaid  principal  shall be  payable  over five  years  and  accrued
       interest  shall be payable  monthly.  All  payments on thi9 Note shall be
       applied first in payment of accrued  interest and remainder in payment of
       principal.

       If any installment is not paid when due, the remaining unpaid balance and
       accrued interest shall become due immediately at the option of the Payee.

       The promisor reserves the right to prepay this Note (in whole or in part)
       prior to the Due Date with no prepayment penalty.

       If any  payment  obligation  under  this Note is not paid  when due,  the
       Promisor promises top pay all costs of collection,  including  reasonable
       attorney  fees,  whether  or  not a  lawsuit  is  commenced  as  part  of
       collection process.

       If any of the following events of default occur,  this Note and any other
       obligations of the Promisor to the Payee,  shall become due  immediately,
       without demand of notice:

1) the failure of the Promisor to pay the principal and any accrued  interest in
full on or before the Due Date;

       2)  the death of the Promisor(s) or Payee(s);
  3)  the filing of bankruptcy proceedings involving the Promiser as a Debtor;

       4)  the application for appointment of a receiver for the Promisor;
       5)  the making of general assignment for the benefit of the Promisor's


<PAGE>




       creditor's;

       6)  the insolvency of the Promisor; or



MRR 30 '98 22:58



<PAGE>










       7) the  misrepresentation by the Promisor to the Payee for the purpose of
       obtaining or extending credit.  This Note is secured by Quality Air stock
       owned by  promisor  and,  when  converted,  RTI  stock.  The Payee is not
       required  to rely on the above  security  for the payment of this Note in
       the case of default, but may proceed directly against the Promisor.

       If any one or more of the  provisions  of this Note are  determined to be
       unenforceable,  in  whole  or in  part,  for and  reason,  the  remaining
       provisions shall remain fully operative.

       All payments of principal  and interest on this Note shall be paid in the
       legal  currency of the United States.  Promisor  waives  presentment  for
       payment, protest, and notice of protest and nonpayment of this Note.

       No renewel of extension of this note, delay in enforcing and right of the
       Payee under this Note,  or  assignment by Payee of this Note shall affect
       the  liability of the  Promisor.  All rights of the Payee under this Note
       are cumulative and may be exercised  concurrently or consecutively at the
       Payee's option.

       This note will be replaced with a promissory  note after  distribution of
RTI shares.

       This Note shall be constructed  in accordance  with the laws of the State
       of New Mexico.

       Signed this day of _______,1998, at




       8y:____________________________
                 Rocky Bacchus
<PAGE>







                                                  PROMISSORY NOTE
          $9,747                           DATE: JANUARY 12, 1998


       For  value  received,  the  undersigned  Ron  Bacchus  (  "Promisor")  as
       principal,  promises to pay to the order of Refrigeration Technology Inc.
       (the "payee"),  at P.O. BOX 3048,  Sunland Park, New Mexico 88063, (or at
       such other place as the Payee may designate in writing) the sum of $9,747
       with interest.  These moneys were received on March 12, 1997 ($1,414.00),
       May 9,1997 ($3,333) and on August 5,1997 ($5,000.00).

       Interest will be paid on the unpaid  principal at the rate of 1.0 percent
       over  prime  published  in the  Wall  Street  Journal,  Eastern  Edition,
       annually.

       The  unpaid  principal  shall be  payable  over five  years  and  accrued
       interest  shall be payable  monthly.  All  payments on this Note shall be
       applied first in payment of accrued  interest and remainder in payment of
       principal.

       If any installment is not paid when due, the remaining unpaid balance and
       accrued interest shall become due immediately at the option of the Payee.

       The promisor reserves the right to prepay this Note (in whole or in part)
       prior to the Due Date with no prepayment penalty.

       If any  payment  obligation  under  this Note is not paid  when due,  the
       Promisor promises top pay all costs of collection,  including  reasonable
       attorney  fees,  whether  or  not a  lawsuit  is  commenced  as  part  of
       collection process.

       If any of the following events of default occur,  this Note and any other
       obligations of the Promisor to the Payee,  shall become due  immediately,
       without demand of notice:

1) the failure of the Promisor to pay the principal and any accrued  interest in
full on or before the Due Date;

       2)  the death of the Promisor(s) or Payee(s);

3) the filing of bankruptcy proceedings involving the Promisor as a Debtor;

       4)  the application for appointment of a receiver for the Promisor;

5)  the  making  of  general  assignment  for  the  benefit  of  the  Promisor's
creditor's;

       6)  the insolvency of the Promisor; or



<PAGE>









7) the  misrepresentation  by the  Promisor  to the  Payee  for the  purpose  of
obtaining or extending  credit.  This Note is secured by Quality Air stock owned
by promisor and, when converted, RIl stock. The Payee is not required to rely on
the above security for the payment of this Note in the case of default,  but may
proceed directly against the Promisor.

If any  one or  more  of the  provisions  of  this  Note  are  determined  to be
unenforceable,  in whole or in part for and  reason,  the  remaining  provisions
shall remain fully operative.

All payments of  principal  and interest on this Note shall be paid in the legal
currency of the United States. Promisor waives presentment for payment, protest,
and notice of protest and nonpayment of this Note.

No renewal of extension of this note,  delay in enforcing and right of the Payee
under this Note,  or assignment by Payee of this Note shall affect the liability
of the Promisor.  All rights of the Payee under this Note are cumulative and may
be exercised concurrently or consecutively at the Payee's option.

This note will be replaced  with a  promissory  note after  distribution  of RTI
shares.

This Note shall be constructed  in accordance  with the laws of the State of New
Mexico.
  Signed this                                   1998, at