0001052918-05-000460 Sample Contracts

STOCK PLEDGE AGREEMENT

Stock Pledge Agreement • October 18th, 2005 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

• Contract Type
  Stock Pledge Agreement
• Filed
  October 18th, 2005
• Company
  Powercold Corp
• Industry
  Air-cond & warm air heatg equip & comm & indl refrig equip
• Jurisdiction
  New York

This Stock Pledge Agreement (this “Agreement”), dated as of July 29, 2004, among Laurus Master Fund, Ltd. (the “Pledgee”), PowerCold Corporation, a Nevada corporation (the “Company”), and each of the other undersigned pledgors (the Company and each such other undersigned pledgor, a “Pledgor” and collectively, the “Pledgors”).

FUNDS ESCROW AGREEMENT

Funds Escrow Agreement • October 18th, 2005 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

• Contract Type
  Funds Escrow Agreement
• Filed
  October 18th, 2005
• Company
  Powercold Corp
• Industry
  Air-cond & warm air heatg equip & comm & indl refrig equip
• Jurisdiction
  New York

This Agreement (this “Agreement”) is dated as of the 29the day of July, 2004 among POWERCOLD CORPORATION, a Delaware corporation (the "Company"), Laurus Master Fund, Ltd., a Cayman Islands company (the "Purchaser"), and Loeb & Loeb LLP, a California limited liability partnership (the "Escrow Agent"):

POWERCOLD CORPORATION AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT

Master Security Agreement • October 18th, 2005 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

• Contract Type
  Master Security Agreement
• Filed
  October 18th, 2005
• Company
  Powercold Corp
• Industry
  Air-cond & warm air heatg equip & comm & indl refrig equip
• Jurisdiction
  New York

CLEARING ACCOUNT AGREEMENT [SOFT]

Clearing Account Agreement • October 18th, 2005 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip

• Contract Type
  Clearing Account Agreement
• Filed
  October 18th, 2005
• Company
  Powercold Corp
• Industry
  Air-cond & warm air heatg equip & comm & indl refrig equip

This CLEARING ACCOUNT AGREEMENT (the "Agreement") is entered into this 29 th day of July 2004 by and among (A) Commerce Bank, N.A., having its principal place of business at 1701 Route 70 East, Cherry Hill, New Jersey, 08034 (the "Clearing Bank"), (B) POWERCOLD CORPORATION, having its principal place of business at 115 Canfield Street, LaVernia, TX 78121; PowerCold Products, Inc., 115 Canfield Street, LaVernia, TX 78121; PowerCold ComfortAir Solutions, Inc., 12345 Starkey Avenue, Largo, FL 33773 (each of the entities referred to in this clause (B), the "Borrower"), and (C) LAURUS MASTER FUND, LTD., having its principal place of business at 825 Third Avenue, 14th Floor, New York, NY 10022 (together with its successors and assigns, the "Lender").