BLOCKED ACCOUNT CONTROL AGREEMENT DATED 11/25/2003

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Exhibit 4.43

BLOCKED ACCOUNT CONTROL AGREEMENT

("SHIFTING CONTROL")

AGREEMENT dated as of November 25, 2003, by and among Tidel Engineering,

L.P. ("Company"), Laurus Master Fund, Ltd. ("Lender") and JPMorgan Chase Bank

("Depositary").

The parties hereto refer to Account No.32407011661 in the name of Company

maintained at Depositary (the "Account") and hereby agree as follows:

1. Company and Lender notify Depositary that by separate agreement Company

has granted Lender a security interest in the Account and all funds on deposit

from time to time therein. Depositary acknowledges being so notified.

2. Prior to the Effective Time (as defined below) Depositary shall honor

all withdrawal, payment, transfer or other fund disposition or other

instructions which the Company is entitled to give under the Account

Documentation (as hereinafter defined) (collectively, "instructions") received

from the Company (but not those from Lender) concerning the Account. On and

after the Effective Time (and without Company's consent), Depositary shall honor

all instructions received from Lender (but not those from Company) concerning

the Account and Company shall have no right or ability to access or withdraw or

transfer funds from the Account.

For the purposes hereof, the "Effective Time" shall be the opening of business

on the second business day next succeeding the business day on which a notice

purporting to be signed by Lender in substantially the same form as Exhibit A,

attached hereto, with a copy of this Agreement attached thereto (a "Shifting

Control Notice"), is actually received by the individual employee of Depositary

to whom the notice is required hereunder to be addressed; provided, however,

that if any such notice is so received after 12:00 noon, New York City time, on

any business day, the "Effective Time" shall be the opening of business on the

third business day next succeeding the business day on which such receipt

occurs; and, provided further, that a "business day" is any day other than a

Saturday, Sunday or other day on which Depositary is or is authorized or

required by law to be closed.

The Lender hereby covenants that it shall not send a Shifting Control Notice to

Depositary prior to the occurrence of an Event of Default (as such term is

defined in that certain Convertible Note in the aggregate principal amount of

six million four hundred fifty thousand dollars ($6,450,000) payable to Lender

by Company, as the same may be amended, modified and supplemented from time to

time).

Notwithstanding the foregoing: (i) all transactions involving or resulting in a

transaction involving the Account duly commenced by Depositary or any affiliate

prior to the Effective Time and so consummated or processed thereafter shall be

deemed not to constitute a violation of this Agreement; and (ii) Depositary

and/or any affiliate may (at its discretion and without any obligation to do so)

(x) cease honoring Company's instructions and/or commence honoring solely

Lender's instructions concerning the Account at any time or from time to time

after it becomes aware that Lender has sent to it a Shifting Control Notice but

prior to the Effective Time therefor (including without limitation halting,

reversing or redirecting any transaction referred to in clause (i) above), or

(y) deem a Shifting Control Notice to be received by it for

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purposes of the foregoing paragraph prior to the specified individual's actual

receipt if otherwise actually received by Depositary (or if such Shifting

Control Notice contains minor mistakes or other irregularities but otherwise

substantially complies with the form attached hereto as Exhibit A or does not

attach an appropriate copy of this Agreement), with no liability whatsoever to

Company or any other party for doing so.

3. This Agreement supplements, rather than replaces, Depositary's deposit

account agreement, terms and conditions and other standard documentation in

effect from time to time with respect to the Account or services provided in

connection with the Account (the "Account Documentation"), which Account

Documentation will continue to apply to the Account and such services, and the

respective rights, powers, duties, obligations, liabilities and responsibilities

of the parties thereto and hereto, to the extent not expressly conflicting with

the provisions of this Agreement (however, in the event of any such conflict,

the provisions of this Agreement shall control). Prior to issuing any

instructions on or after the Effective Time, Lender shall provide Depositary

with such documentation as Depositary may reasonably request to establish the

identity and authority of the individuals issuing instructions on behalf of

Lender. Lender may request the Depositary to provide other services (such as

automatic daily transfers) with respect to the Account on or after the Effective

Time; however, if such services are not authorized or otherwise covered under

the Account Documentation, Depositary's decision to provide any such services

shall be made in its sole discretion (including without limitation being subject

to Company and/or Lender executing such Account Documentation or other

documentation as Depositary may require in connection therewith).

4. Depositary agrees not to exercise or claim any right of offset,

banker's lien or other like r