Master Security Agreement, Laurus Master Fund, dated July 29, 2004

Exhibit 4.11

POWERCOLD CORPORATION AND CERTAIN OF ITS SUBSIDIARIES

MASTER SECURITY AGREEMENT

To:

Laurus Master Fund, Ltd.

c/o Ironshore Corporate Services, Ltd.

P.O. Box 1234 G.T

Queensgate House

South Church Street

Grand Cayman, Cayman Islands

Date: July 29, 2004

 To Whom It May Concern:

1.

To secure the payment of all Obligations (as hereafter defined), PowerCold Corporation, a  Nevada corporation (the “Company”), each of the other undersigned parties (other than Laurus Master Fund, Ltd, “Laurus”)) and each other entity that is required to enter into this Master Security Agreement (each an “Assignor” and, collectively, the “Assignors”) hereby assigns and grants to Laurus a continuing security interest in all of the following property now owned or at any time hereafter acquired by any Assignor, or in which any Assignor now have or at any time in the future may acquire any right, title or interest (the "Collateral"): all cash, cash equivalents, accounts, deposit accounts (including, without limitation, the Lockbox Deposit Account (as defined below), in ventory, equipment, goods, documents, instruments (including, without limitation, promissory notes), contract rights, general intangibles (including, without limitation, payment intangibles), chattel paper, supporting obligations, investment property (including, without limitation, all equity interests owned by any Assignor), letter-of-credit rights, trademarks, trademark applications, tradestyles, patents, patent applications, copyrights, copyright applications and other intellectual property in which any Assignor now have or hereafter may acquire any right, title or interest, all proceeds and products thereof (including, without limitation, proceeds of insurance) and all additions, accessions and substitutions thereto or therefore only to the extent necessary to redeem the outstanding obligation of the principal of the debt instrument, accrued interest and  applicable fees incurred in the course of satisfaction of the Obligations. In the event any Assignor wishes to finance the acquisition in the ordi nary course of business of any hereafter acquired equipment and have obtained a commitment from a financing source to finance such equipment from an unrelated third party, Laurus agrees to release its security interest on such hereafter acquired equipment so financed by such third party financing source.  Except as otherwise defined herein, all capitalized terms used herein shall have the meaning provided such terms in the Securities Purchase Agreement referred to below.

2.

 The term "Obligations" as used herein shall mean and include all debts, liabilities and obligations owing by each Assignor to Laurus arising under, out of, or in connection with: (i) that certain Securities Purchase Agreement dated as of the date hereof by and between the Company and Laurus (the "Securities Purchase Agreement") and (ii) the Related Agreements

(expressly excluding the Warrant) referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and each Related Agreement (expressly excluding the Warrant), as each may be amended, modified, restated or supplemented from time to time, are collectively referred to herein as the "Documents"), and in connection with any documents, instruments or agreements relating to or executed in connection with the Documents or any documents, instruments or agreements referred to therein or otherwise, and in connection with any other indebtedness, obligations or liabilities of any Assignor to Laurus, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise, in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of the Obligations in any case commenced by or against any Assignor under Title 11, United States Code, including, without limitation, obligations or indebtedness of each Assignor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case.

3.

Each Assignor hereby jointly and severally represents, warrants and covenants to Laurus that:

(a)

 it is a corporation, partnership or limited liability company, as the case may be, validly existing, in good standing and organized under the respective laws of its jurisdiction of organization set forth on Schedule A, and each Assignor will provide Laurus thirty (30) days' prior written notice of any change in any of its respective jurisdiction of organization;

(b)

its legal name is as set forth in its respective  Certificate of Incorporation or other organizational document (as applicable) as amended through the date hereof and as set forth on Schedule A, and it will provide Laurus thirty (30) days' prior written notice of any change in its legal name;

(c)

its organizational identification number (if applicable) is as set forth on Schedule A hereto,  and it will provide Laurus thirty (30) days' prior written notice of any change in any of its organizational identification number;

(d)

it is the lawful owner of the respective Collateral and it has the sole right to grant a security interest therein and will defend the Collateral against all claims and demands of all persons and entities;

(e)

it will keep its respective Collateral free and clear of all attachments, levies, taxes, liens, security interests and encumbrances of every kind and nature ("Encumbrances"), except  (i) Encumbrances securing the Obligations and (ii) to the extent said Encumbrance does not secure indebtedness in excess of an aggregate of $250,000 in any given calendar year ;

(f)

it will, at its and the other Assignors joint and several  cost and expense keep the Collateral in good state of repair (ordinary wear and tear excepted) and will not

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waste or destroy the same or any part thereof other than ordinary course discarding of items no longer used or useful in its or such other Assignors’ business;

(g)

it will not without Laurus’ prior written consent, sell, exchange, lease or otherwise dispose of the Collateral, whether by sale, lease or otherwise, except for the sale of inventory in the ordinary course of business and for the disposition or transfer in the ordinary course of business during any fiscal year of obsolete and worn-out equipment or equipment no longer necessary for its ongoing needs, having an aggregate fair market value of not more than $250,000 and only to the extent that:

(i)

the proceeds of any such disposition are used to acquire replacement Collateral which is subject to Laurus’ first priority perfected security interest, or are used to repay Obligations or to pay general corporate expenses; and

(ii)

following the occurrence of an Event of Default which continues to exist the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations;

The foregoing shall not prevent the Assignor(s)  from licensing such trademarks, trademark applications, tradestyles, patents, patent applications, copyrights, copyright applications and other intellectual property in which any Assignor(s) now have or hereafter may acquire any right, title or interest, in the oridinary course of business,

(h)

it will insure  or cause the Collateral to be insured in Laurus’ name against loss or damage by fire, theft, burglary, pilferage, loss in transit and such other hazards as Laurus  shall specify in amounts reasonable and ordinary under policies by insurers acceptable to Laurus (such acceptability as determined solely with reference to applicable industry custom and practice)  and all premiums thereon shall be paid by  such Assignor and the policies delivered to Laurus with proof of insurance delivered to Laurus at annual renewal or policy amendment.  If any such Assignor fails to do so, Laurus may procure such insurance only after  written notice of inadequate coverage and the cost thereof shall be promptly reimbursed by the Assignors, jointly and severally, and shall constitute Obligations;

(i)

such Assignor (jointly and severally with each other Assignor) hereby indemnifies and saves Laurus harmless from all loss, costs, damage, liability and/or expense, including reasonable attorneys' fees, that Laurus may sustain or incur to enforce payment, performance or fulfillment of any of the Obligations and/or in the enforcement of this Master Security Agreement or in the prosecution or defense of any action or proceeding either against Laurus or any Assignor concerning any matter growing out of or in connection with this Master Security Agreement, and/or any of the Obligations and/or any of the Collateral except to the extent caused by Laurus’ own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and nonappealable decision).

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(j)

On or prior to the 30^th day following the Closing Date, each Assignor will  irrevocably direct all of its present and future Account Debtors  (as defined below) and other persons obligated to make payments constituting Collateral to make such payments directly to the lockboxes maintained by such Assignor (the “Lockboxes”) with Commerce Bank, N.A., with its principal place of business at 1701 Route 70 East, Cherry Hill, New Jersey, 08034  or such other financial institution accepted by Laurus in writing as may be selected by the Company (the “Lockbox Bank”) by means of an appropriately designated “Remit To” address on each invoice issued by PowerCold Corporation or any of its subsidiary companies. Upon receipt of such payments, the Lockbox Bank has agreed to deposit the proceeds of s uch payments in that certain deposit account maintained at the Lockbox Bank and evidenced by the account name of PowerCold Corporation and the account number  (791 ###-###-####) or such other deposit accepted by Laurus in writing (the “Lockbox Deposit Account”).  On or prior to the Closing Date, the Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to, following notification by Laurus (which notification Laurus shall only give following the occurrence and during the continuance of an Event of Default), comply only with the instructions or other directions of Laurus concerning the Lockbox and the Lockbox Deposit Account.  All of each Assignor’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any such Assignor or any other amount constituting Collateral shall conspicuously d irect that all payments be made to the Lockbox or such other address as Laurus may direct in writing.  If, notwithstanding the instructions to Account Debtors, any Assignor receives any payments, such Assignor shall immediately remit such payments to the Lockbox Deposit Account in their original form with all necessary endorsements.  Until so remitted, the Assignors shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property.  For the purpose of this Master Security Agreement,) “Accounts” shall mean all “accounts”, as such term is defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof, now owned or hereafter acquired by any Assignor and (y) “Account Debtor” shall mean any person or entity who is or may be obligated with respect to, or on account of, an Account.

(k)

At Laurus’ election, following the occurrence of an Event of Default which is continuing, Laurus may notify each of Company’s and each Assignor’s Account Debtors of Laurus’ security interest in such accounts, collect them directly and charge the collection costs and expenses thereof to Company’s and the Assignor’s joint and several account.

4.

The occurrence of any of the following events or conditions shall constitute an "Event of Default” under this Master Security Agreement:

(a)

any covenant, warranty, representation or statement made or furnished to Laurus by the Assignor or on the Assignor’s behalf was breached in any material respect or false in any material respect when made or furnished, as the case may be, and, in the case of a covenant, if subject to cure, shall not be cured for a period of fifteen (15) days;

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(b) the loss, theft, substantial damage, destruction, sale or encumbrance to or of any of the Collateral or the making of any levy, seizure or attachment thereof or thereon  except to the extent:

(i)

such loss is covered by insurance proceeds which are used to replace the item or repay Laurus; or

(ii)

said levy, seizure or attachment does not secure indebtedness in excess of $250,000 in the aggregate in any calendar year,;

(b)

any Assignor shall become insolvent, cease operations other than consolidation within Assignors, dissolve, terminate our business existence, make an assignment for the benefit of creditors, suffer the appointment of a receiver, trustee, liquidator or custodian of all or any part of  Assignors’ property;

(c)

any proceedings under any bankruptcy or insolvency law shall be commenced by or against any Assignor;

(d)

the Company shall repudiate, purport to revoke or fail to perform any or all of its material obligations under any Note (after passage of applicable cure period, if any); or

(e)

an Event of Default shall have occurred under and as defined in any Document.

5.

Upon the occurrence of any Event of Default that has, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Assignors, taken individually and as a whole and which exceed $250,000 (a “Material Adverse Effect”) and at any time thereafter, Laurus may declare all Obligations immediately due and payable and Laurus shall have the remedies of a secured party provided in the Uniform Commercial Code as in effect in the State of New York, this Agreement and other applicable law.  Upon the occurrence of any Event of Default and at any time thereafter, Laurus will have the right to take possession of the Collateral and to maintain such possession on our p remises or to remove the Collateral or any part thereof to such other premises as Laurus may desire.  Upon Laurus’ request, each of the Assignors shall assemble or cause the Collateral to be assembled and make it available to Laurus at a place designated by Laurus.  If any notification of intended disposition of any Collateral is required by law, such notification, if mailed, shall be deemed properly and reasonably given if mailed at least ten (10) days before such disposition, postage prepaid, addressed to any Assignor  either at such Assignor’s address shown herein or at any address appearing on Laurus’ records for such Assignor.  Any proceeds of any disposition of any of the Collateral shall be applied by Laurus to the payment of all expenses in connection with the sale of the Collateral, including reasonable attorneys' fees and other legal expenses and disbursements and the reasonable expense of retaking, holding, preparing for sale, selling, and the like, and any balan ce of such proceeds may be applied by Laurus toward the payment of the Obligations in such order of application as Laurus may elect, and each Assignor shall be liable for any deficiency

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6.

If any Assignor defaults in the performance or fulfillment of any of the terms, conditions, promises, covenants, provisions or warranties on such Assignor’s part to be performed or fulfilled under or pursuant to this Master Security Agreement which has or could reasonably be expected to have a Material Adverse Effect on the Collateral, Laurus may, at its option without waiving its right to enforce this Master Security Agreement according to its terms, immediately or at any time thereafter and without notice to any Assignor, perform or fulfill the same or cause the performance or fulfillment of the same for each Assignor’s joint and several account and at each Assignor’s joint and several cost and expense, and the cost and expense thereof (including reasonable attorneys' fees) shall be added to the Obliga tions and shall be payable on demand with interest thereon at the highest rate permitted by law[, or, at Laurus’ option, debited by Laurus from the Restricted Account or any other deposit accounts in the name of the Assignor and controlled by Laurus.

7.

Each Assignor appoints Laurus, any of Laurus’ officers, employees or any other person or entity whom Laurus may designate as our attorney, with power to execute such documents in each of our behalf and to supply any omitted information and correct patent errors in any documents executed by any Assignor or on any Assignor’s behalf; to file financing statements against us covering the Collateral (and, in connection with the filing of any such financing statements, describe the Collateral as "all assets and all personal property, whether now owned and/or hereafter acquired” (or any substantially similar variation thereof)); to sign  our name on public records; and to do all other things Laurus deem necessary to carry out this Master Security Agreement only after five (5)  business  day w ritten notification to the Company at its designated address .  Each Assignor hereby ratifies and approves all acts of the attorney and neither Laurus nor the attorney will be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law other than negligence or willful misconduct (as determined by a court of competent jurisdiction ).  This power being coupled with an interest, is irrevocable so long as any Obligations remains unpaid.  

8.

No delay or failure on Laurus’ part in exercising any right, privilege or option hereunder shall operate as a waiver of such or of any other right, privilege, remedy or option, and no waiver whatever shall be valid unless in writing, signed by Laurus and then only to the extent therein set forth, and no waiver by Laurus of any default shall operate as a waiver of any other default or of the same default on a future occasion.  Laurus’ books and records containing entries with respect to the Obligations shall be admissible in evidence in any action or proceeding.  Laurus shall have the right to enforce any one or more of the remedies available to Laurus, successively, alternately or concurrently.  Each Assignor agrees to join with Laurus in executing financing statements or other instruments to t he extent required by the Uniform Commercial Code in form satisfactory to Laurus and in executing such other documents or instruments as may be required or deemed necessary by Laurus for purposes of affecting or continuing Laurus’ security interest in the Collateral.

9.

This Master Security Agreement shall be governed by and construed in accordance with the laws of the State of New York and cannot be terminated orally.  All of the rights, remedies, options, privileges and elections given to Laurus hereunder shall inure to the benefit of Laurus’ successors and assigns.  The term "Laurus" as herein used shall include Laurus, any parent of Laurus’, any of Laurus’ subsidiaries and any co-subsidiaries of Laurus’ parent, whether now existing or hereafter created or acquired, and all of the terms, conditions, promises, covenants, provisions and warranties of this Agreement shall inure to the benefit of

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each of the foregoing, and shall bind the representatives, successors and assigns of each Assignor.  Laurus and each Assignor hereby (a) waive any and all right to trial by jury in litigation relating to this Agreement and the transactions contemplated hereby and each Assignor agrees not to assert any counterclaim in such litigation, (b) submit to the nonexclusive jurisdiction of any New York State court sitting in the borough of Manhattan, the city of New York and (c) waive any objection Laurus or each Assignor  may have as to the bringing or maintaining of such action with any such court.

10.

It is understood and agreed that any person or entity that desires to become an Assignor hereunder, or is required to execute a counterpart of this Master Security Agreement after the date hereof pursuant to the requirements of any Document, shall become an Assignor hereunder by (x) executing a Joinder Agreement in form and substance satisfactory to Laurus, (y) delivering supplements to such exhibits and annexes to such Documents as Laurus shall reasonably request and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to Laurus and with all documents and actions required above to be taken to the reasonable satisfaction of Laurus.

11.

All notices from Laurus to any Assignor shall be deemed delivered to such Assignor’s address set forth below.

All notices required or permitted hereunder shall be in writing and shall be deemed effectively given:

upon personal delivery to the  Assignors(s) to be notified;

when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day;

three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or

one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

12.

Upon satisfaction in full of the Obligations, Laurus agrees to file within 30 days thereafter, at its sole expense and cost, and in any and all appropriate jurisdictions or agencies (including the United States Patent and Trademark office) such documents to evidence the release and termination of any security interest under the Uniform Commercial Code. Laurus shall provide proof of such release and terminations in the form and content as directed by Assignor(s) or any of them.

Very truly yours,

POWERCOLD CORPORATION

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SCHEDULE A

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