EQUITY-BACKED PROMISSORY NOTE


                                 March __, 2005


Jersey City, New Jersey                                            $2,000,000.00

         FOR VALUE RECEIVED, the undersigned, KRONOS ADVANCED TECHNOLOGIES,
INC., a Nevada corporation (the "Company"),  promises to pay CORNELL CAPITAL
PARTNERS, LP (the "Holder") at 101 Hudson Street, Suite 3700, Jersey City, New
Jersey 07302 or other address as the Holder shall specify in writing,  the
principal sum of Two Million (U.S.) Dollars and 00/100 ($2,000,000.00) and will
be payable pursuant to the following terms:

     1.  Amount of Note.  The principal amount of this Promissory Note (this
"Note") shall be funded upon the filing of the Registration  Statement on Form
SB-2 (the "Registration Statement"), filed pursuant to the Investor Registration
Statement dated the date hereof, with the United States Securities and Exchange
Commission  ("SEC").  The face amount of this Note plus twelve  percent (12%)
interest  shall be payable in equal weekly  installments  of Fifty  Thousand
Dollars  ($50,000.00)  plus twelve  percent  (12%) interest on the outstanding
principal balance commencing on the date that is the earlier to occur of (i) the
Registration Statement is declared effective by the SEC (the "Effective  Date");
or (ii)  twelve  (12)  weeks  from  the date  hereof.  For  purposes  of
clarification, and without limiting the preceding sentence, the repayment of
this Note is in no manner contingent on the Registration Statement being
declared  effective by the SEC, if the Registration  Statement is not declared
effective by the SEC the face amount of this Note plus twelve  percent (12%)
interest  shall be due and payable three hundred and sixty five calendar days
(365) from the date hereof.  Failure to pay the obligations in full under this
Note within said  applicable  period shall result in an event of default and
Holder  shall  have the right to see any  remedies  available  to it under this
Note or at law. If this Note is not paid in full when due,  the  outstanding
principal  owed  hereunder  shall be due and  payable in full  together  with
interest  thereon at the rate of twenty-four percent (24%) per annum or the
highest permitted by applicable law, if lower

     2.  Waiver and Consent.  To the fullest  extent  permitted  by law and
except as otherwise  provided  herein,  the Company  waives demand, presentment,
protest,  notice of dishonor,  suit against or joinder of any other person, and
all other requirements necessary to charge or hold the Company liable with
respect to this Note.

     3.  Costs,  Indemnities and Expenses.  In the event of default as described
herein, the Company agrees to pay all reasonable fees and costs incurred by the
Holder in  collecting  or  securing  or  attempting  to collect or secure  this
Note,  including  reasonable attorneys'  fees and expenses,  whether or not
involving  litigation,  collecting  upon any  judgments  and/or  appellate or
bankruptcy proceedings.  The Company agrees to pay any documentary  stamp taxes,
intangible taxes or other taxes which may now or hereafter apply to this Note or
any payment made in respect of this Note,  and the Company  agrees to indemnify
and hold the Holder  harmless from and against any liability,  costs, attorneys'
fees,  penalties,  interest or expenses relating to any such taxes, as and when
the same may be incurred.

<PAGE>

     4.  Event of  Default.  Upon an Event  of  Default  (as  defined  below),
the entire principal  balance and accrued interest  outstanding under this Note,
and all other  obligations of the Company under this Note,  shall be immediately
due and payable  without  any action on the part of the  Holder,  and the Holder
shall be entitled to seek and institute any and all remedies available to it. No
remedy  conferred under this Note upon the Holder is intended to be exclusive of
any other remedy available to the Holder,  pursuant to the terms of this Note or
otherwise.  No single or partial  exercise by the Holder of any right,  power or
remedy  hereunder  shall  preclude any other or further  exercise  thereof.  The
failure  of the  Holder  to  exercise  any right or  remedy  under  this Note or
otherwise,  or delay in exercising such right or remedy,  shall not operate as a
waiver thereof.  An "Event of Default" shall be deemed to have occurred upon the
occurrence of any of the  following:  (i) the Company should fail for any reason
or for no reason to make  payment  of the  outstanding  principal  balance  plus
accrued interest  pursuant to this Note within the time prescribed herein or the
Company  fails to satisfy any other  obligation  or  requirement  of the Company
under this Note; or (ii) any proceedings under any bankruptcy laws of the United
States  of  America  or under  any  insolvency,  not  disclosed  to the  Holder,
reorganization,  receivership, readjustment of debt, dissolution, liquidation or
any  similar law or statute of any  jurisdiction  now or  hereinafter  in effect
(whether  in law or at equity) is filed by or against  the Company or for all or
any part of its property.

         Upon an Event of Default the Holder is  entitled,  at its option,  to
convert,  and sell on the same  day,  at any time and from  time to time,  until
payment in full of this Note,  all or any part of the  principal  amount of this
Note,  plus accrued  interest,  into shares:  (the  "Conversion  Shares") of the
Company's  common stock, par value US$0.001 per share ("Common  Stock"),  at the
price per share (the  "Conversion  Price") equal to seventy percent (70%) of the
lowest closing bid price of the Company's  Common Stock, as quoted by Bloomberg,
LP, for the thirty (30) trading days immediately preceding the conversion date.

     5.  Maximum  Interest  Rate.  In no event  shall any  agreed to or actual
interest charged, reserved or taken by the Holder as consideration for this Note
exceed the limits  imposed by New  Jersey  law.  In the event that the  interest
provisions  of this  Note  shall  result  at any  time or for any  reason  in an
effective  rate of interest that exceeds the maximum  interest rate permitted by
applicable  law, then without  further  agreement or notice the obligation to be
fulfilled shall be automatically  reduced to such limit and all sums received by
the Holder in excess of those lawfully  collectible as interest shall be applied
against  the  principal  of this  Note  immediately  upon the  Holder's  receipt
thereof,  with the same force and effect as though the Company had  specifically
designated  such extra sums to be so  applied  to  principal  and the Holder had
agreed  to  accept  such  extra  payment(s)  as  a  premium-free  prepayment  or
prepayments.

     6.  Cancellation  of Note.  Upon the  repayment  by the Company of all of
its obligations hereunder to the Holder, including, without limitation, the face
amount  of this  Note,  plus  accrued  but  unpaid  interest,  the  indebtedness
evidenced hereby shall be deemed canceled and paid in full.  Except as otherwise
required  by law or by the  provisions  of this Note,  payments  received by the
Holder hereunder shall be applied first against  expenses and indemnities,  next
against  interest accrued on this Note, and next in reduction of the outstanding
principal balance of this Note.

                                       2

<PAGE>

     7.  Severability.  If any provision of this Note is, for any reason,
invalid  or   unenforceable,   the  remaining   provisions  of  this  Note  will
nevertheless  be valid and enforceable and will remain in full force and effect.
Any provision of this Note that is held invalid or  unenforceable  by a court of
competent  jurisdiction  will be deemed modified to the extent necessary to make
it valid and  enforceable  and as so  modified  will  remain  in full  force and
effect.

     8.  Amendment  and  Waiver.  This Note may be  amended,  or any  provision
of this Note may be waived,  provided that any such  amendment or waiver will be
binding on a party  hereto  only if such  amendment  or waiver is set forth in a
writing executed by the parties hereto. The waiver by any such party hereto of a
breach of any  provision  of this Note shall not  operate or be  construed  as a
waiver of any other breach.

     9.  Successors.  Except as otherwise  provided herein, this Note shall bind
and inure to the benefit of and be  enforceable  by the parties hereto and their
permitted successors and assigns.

     10. Assignment.  This Note shall not be directly or  indirectly  assignable
or  delegable  by the  Company.  The Holder may assign this Note as long as such
assignment complies with the Securities Act of 1933, as amended.

     11. No Strict  Construction.  The  language  used in this Note will be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent, and no rule of strict construction will be applied against any party.

     12. Further  Assurances.  Each  party  hereto  will execute  all  documents
and take such other actions as the other party may  reasonably  request in order
to  consummate  the  transactions  provided  for  herein and to  accomplish  the
purposes of this Note.

     13. Notices,  Consents,  etc. Any notices,  consents,  waivers or other
communications  required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) trading day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

      If to Company:                   Kronos Advanced Technologies, Inc.
                                       464 Common Street - Suite 301
                                       Belmont, MA 02478
                                       Attention:        Daniel R. Dwight
                                       Telephone:        (617) 993-9980
                                       Facsimile:        (617) 993-9985

                                       3

<PAGE>

      With Copy to:                    Kirkpatrick & Lockhart LLP
                                       201 South Biscayne Blvd. - Suite 2000
                                       Miami, FL 33131-2399
                                       Attention:        Clayton E. Parker, Esq.
                                       Telephone:        (305) 539-3300
                                       Facsimile:        (305) 358-7095

      If to the Company:               Cornell Capital Partners, L.P.
                                       101 Hudson Street, Suite 3700
                                       Jersey City, NJ 07302
                                       Attention:        Mark A. Angelo
                                       Telephone:        (201) 985-8300
                                       Facsimile:        (201) 985-8266


or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  trading  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     14. Remedies,  Other  Obligations,  Breaches  and  Injunctive  Relief.  The
Holder's  remedies  provided in this Note shall be cumulative and in addition to
all other remedies  available to the Holder under this Note, at law or in equity
(including a decree of specific  performance and/or other injunctive relief), no
remedy of the Holder  contained  herein  shall be deemed a waiver of  compliance
with the  provisions  giving rise to such remedy and nothing  herein shall limit
the Holder's  right to pursue  actual  damages for any failure by the Company to
comply with the terms of this Note.  Every right and remedy of the Holder  under
any document  executed in connection with this transaction may be exercised from
time to time and as often as may be deemed expedient by the Holder.  The Company
acknowledges  that  a  breach  by it of its  obligations  hereunder  will  cause
irreparable  harm to the Holder  and that the remedy at law for any such  breach
may be inadequate.  The Company  therefore agrees that, in the event of any such
breach or threatened  breach,  the Holder shall be entitled,  in addition to all
other available remedies, to an injunction  restraining any breach, and specific
performance  without the necessity of showing economic loss and without any bond
or other security being required.

     15. Governing Law;  Jurisdiction.  All questions  concerning the
construction,  validity,  enforcement and interpretation of this Agreement shall
be governed by the  internal  laws of the State of New  Jersey,  without  giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of New Jersey or any other jurisdictions) that would cause the application
of the laws of any jurisdictions  other than the State of New Jersey. Each party
hereby  irrevocably  submits  to the  exclusive  jurisdiction  of the  state and
federal courts sitting in Essex County,  New Jersey, for the adjudication of any

                                       4

<PAGE>

dispute  hereunder  or  in  connection  herewith  or  therewith,   or  with  any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit, action or proceeding is brought in an inconvenient  forum or that the
venue of such  suit,  action  or  proceeding  is  improper.  Each  party  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.

     16. No Inconsistent  Agreements.  None of the parties hereto will hereafter
enter into any agreement,  which is inconsistent  with the rights granted to the
parties in this Note.

     17. Third Parties   Nothing  herein  expressed  or implied is  intended  or
shall be  construed  to confer upon or give to any person or entity,  other than
the parties to this Note and their respective permitted successor and assigns,
any rights or remedies under or by reason of this Note.

     19. Waiver of Jury  Trial. AS A MATERIAL  INDUCEMENT FOR THE HOLDER TO LOAN
TO THE  COMPANY  THE MONIES  HEREUNDER,  THE COMPANY HEREBY WAIVES  ANY RIGHT TO
TRIAL BY JURY IN ANY LEGAL  PROCEEDING  RELATED  IN ANY WAY TO THIS NOTE  AND/OR
ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

     20. Entire  Agreement.  This Note (including the recitals hereto) sets
forth the entire  understanding of the parties with respect to the subject
matter  hereof,  and shall not be modified or affected by any offer,  proposal,
statement or  representation,  oral or written,  made by or for any party in
connection  with the  negotiation  of the terms hereof,  and may be modified
only by  instruments signed by all of the parties hereto.


                       [SIGNATURE BLOCK ON FOLLOWING PAGE]











                                       5

<PAGE>

         IN WITNESS WHEREOF, this Note is executed by the undersigned as of the
date hereof.

                                             CORNELL CAPITAL PARTNERS, LP

                                             By:       Yorkville Advisors, LLC
                                                       Its:      General Partner

                                             By:________________________________
                                             Name:     Mark Angelo
                                             Its:_____________Portfolio Manager


                                             KRONOS ADVANCED TECHNOLOGIES, INC.

                                             By:________________________________
                                             Name:      Daniel R. Dwight
                                             Title:     President


                                       6