PARTNERSHIP INTEREST PLEDGE AGREEMENT DATED 11/25/2003

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EXHIBIT 4.40

PARTNERSHIP INTEREST PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this "PLEDGE AGREEMENT") dated as of November 25,

2003 made by TIDEL CASH SYSTEMS, INC., a Delaware corporation and TIDEL

SERVICES, INC., a Delaware corporation (collectively, the "PLEDGORS"), in favor

of LAURUS MASTER FUND, LTD. , a Cayman Islands Company ("LAURUS").

W I T N E S S E T H:

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as

of the date hereof (as amended, modified, extended, renewed or replaced from

time to time, the "PURCHASE AGREEMENT") by and between Tidel Technologies, Inc.

("COMPANY") and Laurus, Company agreed to sell and Laurus agreed to purchase the

Purchaser Notes (as defined in the Purchase Agreement) and Company agreed to

issue to Laurus the Warrants (as defined in the Purchase Agreement) (the

Purchase Agreement, the Purchaser Notes, the Warrant together with any and

documents, instruments and agreements executed in connection therewith,

collectively, the "PURCHASE DOCUMENTS").

WHEREAS, Pledgors have executed and delivered to Laurus a Guaranty dated

as of the date hereof (as amended, modified and supplemented from time to time,

the "GUARANTY") pursuant to which Pledgors jointly and severally guaranteed to

Laurus the payment and performance of all of the obligations and indebtedness of

Company under the Purchase Documents.

WHEREAS, it is a condition precedent to the effectiveness of the Purchase

Agreement and the obligations of Laurus thereunder that the Pledgors shall have

executed and delivered this Pledge Agreement to Laurus;

NOW, THEREFORE, in consideration of the premises and for other good

and valuable consideration, the receipt and adequacy of which are hereby

acknowledged, the Pledgors hereby agree with Laurus as follows:

1. Defined Terms. Unless otherwise defined herein, terms which are defined

in the Purchase Agreement and used herein are so used as so defined.

(a) The following terms defined in Article 9 of the Uniform

Commercial Code as from time to time in effect in the State of New York

are used herein as so defined: Accounts, Proceeds, Instrument, and Chattel

Paper; and the following terms have the following meanings:

"AGREEMENT": this Pledge Agreement, as amended, supplemented or

otherwise modified from time to time.

"CODE": the Uniform Commercial Code as from time to time in effect

in the State of New York.

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"COLLATERAL": as defined in Section 2 of this Agreement.

"GENERAL INTANGIBLES": as defined in Section 9-106 of the Code and

shall include, without limitation, the partnership interests listed on

Schedule 1 to this Agreement and all rights of the Pledgors to receive,

directly or indirectly, moneys or any other rights or benefits therefrom.

"PARTNERSHIP": Tidel Engineering, L.P., a Delaware limited

partnership.

"PARTNERSHIP AGREEMENT": Agreement of Limited Partnership of Tidel

Engineering, L.P. made and entered into as of March 24, 1999 by and

between Tidel Cash Systems, Inc. and Tidel Services, Inc.

"PARTNERSHIP INTEREST(S)": as defined in Section 2 of this

Agreement.

"SECURED OBLIGATIONS": the collective reference to all obligations

owing by Company to Laurus (including, without limitation, interest

accruing at the Contract Rate (as defined in the Purchaser Notes) after

the occurrence of an Event of Default and interest accruing at the

Contract Rate after the filing of any petition in bankruptcy, or the

commencement of any insolvency, reorganization or like proceeding,

relating to any Pledgor, whether or not a claim for post-filing or

post-petition interest is allowed in such proceeding) pursuant to the

Purchaser Notes, all obligations and liabilities of Pledgors under the

Guaranty and all other obligations and liabilities of the Pledgors and the

Company to Laurus, whether direct or indirect, absolute or contingent, due

or to become due, or now existing or hereafter incurred, which may arise

under, out of, or in connection with, the Purchase Agreement, the

Purchaser Notes, this Agreement, the other Purchase Documents or any other

document made, delivered or given in connection therewith, or otherwise,

in each case whether on account of principal, interest, reimbursement

obligations, fees, indemnities, costs, expenses or otherwise (including,

without limitation, all fees and disbursements of counsel to Laurus or to

Laurus that are required to be paid by the Pledgors or Company pursuant to

the terms of the Purchase Agreement, this Agreement, or any other Purchase

Document).

2. Grant of Security Interest. As collateral security for the prompt and

complete payment and performance when due (whether at the stated maturity, by

acceleration or otherwise) of the Secured Obligations, now existing or hereafter

arising, each of the Pledgors hereby pledges, assigns and transfers to Laurus,

and grants to Laurus, a continuing first priority security interest in any and

all of the following property now owned or at any time hereafter acquired by the

Pledgors, or in which the Pledgors may acquire any right, title or interest

(collectively, the "COLLATERAL"):

(a) any and all of its partnership interests in the Partnership as

set forth in Schedule 1 attached hereto, including, without limitation,

all its rights, title and interest to participate in the operation or

management of the Partnership and all its rights to properties, assets,

partnership interests and distributions under the Partnership Agreement in

respect of such partnership interest (collectively, the "PARTNERSHIP

INTEREST(S)");

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(b) all Accounts arising out of any Partnership Agreement in respect

of any Pledgor's Partnership Interest(s);

(c) all General Intangibles arising out of or constituted by the

Partnership Agreement in respect of any Pledgor's Partnership Interest(s);

and

(d) to the extent not otherwise included, all Proceeds of any and

all of the foregoing.

This Agreement shall create a continuing security interest in the

Collateral which shall remain in effect until all the Secured Obligations, now

existing or hereafter arising, shall have been paid in full and the Purchase

Documents shall no longer be in effect.

3. Delivery to Laurus.

(a) Each Pledgor shall deliver to Laurus (i) simultaneously with or

prior to the execution and delivery of this Pledge Agreement, all

certificates, if any, representing the Collateral and (ii) promptly upon

the receipt thereof by or on behalf of such Pledgor, all other

certificates and instruments constituting Collateral of such Pledgor.

Prior to delivery to Laurus, all such certificates and instruments

constituting Collateral of a Pledgor shall be held in trust by such

Pledgor for the benefit of Laurus pursuant hereto. All such certificates

shall be delivered in suitable form for transfer by delivery or shall be

accompanied by duly executed instruments of transfer or assignment in

blank, substantially in the form provided in Schedule 2 attached hereto.

(b) If any amount payable under or in connection with any of the

Collateral shall be or become evidenced by any promissory note, other

Instrument or Chattel Paper, such note, Instrument or Chattel Paper shall

be immediately delivered to Laurus, duly endorsed in a manner satisfactory

to Laurus, to be held as Collateral pursuant to this Pledge Agreement.

(c) Each Pledgor authorizes Laurus to file such UCC or other

applicable financing statements as may be reasonably requested by Laurus

in order to perfect and protect the security interest created hereby in

the Collateral.

(d) Each Pledgor agrees to execute and to cause the other partners

of the Partnership to execute and deliver to Laurus such other consents,

acknowledgments, agreements, instruments and documentation as Laurus may

reasonably request from time to time to effectuate the conveyance,

transfer, assignment and grant to Laurus of all of such Pledgor's right,

title and interest in and to the Collateral and to evidence the

substitution of Laurus in place of the such Pledgor as a partner in the

Partnership.

4. Transfer Powers. If at any time any equity interest in the Partnership

is evidenced by a certificate or other written instrument or document (a

"CERTIFICATE"), the Pledgor thereof shall, immediately deliver such certificate

to Laurus and, concurrently with the delivery to Laurus of each certificate by

the respective Pledgor, such Pledgor shall deliver an undated

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transfer power covering such certificate, duly executed in blank with, if Laurus

so requests, signature guaranteed, in the form attached hereto in Schedule 2 or

such other form as reasonably acceptable to Laurus to be held as part of the

Collateral pursuant hereto.

5. Rights of Collateral Agent; Limitations on Laurus' Obligations.

(a) Pledgor Remains Liable. Anything herein to the contrary

notwithstanding, the Pledgors shall remain liable under the Partnership

Agreement to observe and perform all the conditions and obligations to be

observed and performed by it thereunder, all in accordance with and

pursuant to the terms and provisions thereof. Laurus shall not have any

obligation or liability by reason of or arising out of this Agreement or

the receipt by Laurus of any payment relating to any Collateral pursuant

hereto, nor shall Laurus be obligated in any manner to perform any of the

obligations of the Pledgors under or pursuant to the Partnership Agreement

or any Account or General Intangible related thereto, to make any payment,

to make any inquiry as to the nature or the sufficiency of any payment

received by it or as to the sufficiency of any performance by any party

under the Partnership Agreement, to present or file any claim, to take any

action to enforce any performance or to collect the payment of any amounts

which may have been assigned to it or to which it may be entitled at any

time or times.

(b) Proceeds. Laurus hereby authorizes the Pledgors to collect the

Accounts in respect of the Pledgors' respective Partnership Interest(s).

If required by Laurus at any time after the occurrence and during the

continuance of an Event of Default, the Accounts in respect of the

Pledgors' Partnership Interest(s) and any Proceeds of such Accounts, when

and if collected by the Pledgors, shall be forthwith deposited by the

Pledgors in the exact form received, duly endorsed by such Pledgor and

Laurus if required, in a special bank account maintained by Laurus,

subject to withdrawal by Laurus only, as hereinafter provided, and, until

so turned over, shall be held by the Pledgors in trust for Laurus,

segregated from other funds of the Pledgors.

6. Representations and Warranties. Upon and after the closing of the

transactions contemplated by the Purchase Agreement (and after giving full

effect thereto), each of the Pledgors hereby represents and warrants that:

(a) Title; No Other Liens. Except for the lien granted to Laurus

pursuant to this Agreement and other than as may be permitted pursuant to

any Purchase Document, such Pledgor owns each item of the Collateral free

and clear of any and all liens or claims of others. No security agreement,

financing statement or other public notice with respect to all or any part

of the Collateral is on file or of record in any public office except such

as may have been filed in favor of Laurus pursuant to this Agreement or

the other Purchase Documents.

(b) Perfected First Priority Liens. Upon the filing of any necessary

and appropriate financing statements, the Liens granted pursuant to this

Agreement shall constitute perfected first priority Liens on the

Collateral in favor of Laurus and shall be enforceable as such against all

creditors of and purchasers from the Pledgors.

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(c) Accounts. The Pledgors' respective chief executive offices and

principal places of business, and the place where the Pledgors keep their

records concerning the Accounts, is located at:

Tidel Services, Inc. Tidel Cash Systems, Inc.

2900 Wilcrest, Suite 205 2900 Wilcrest, Suite 205

Houston, Texas 77042 Houston, Texas 77042

7. Covenants. Each of the Pledgors covenants and agrees with Laurus that

until the Secured Obligations are paid in full and the security interest granted

pursuant to this Agreement is released:

(a) Books and Records. Such Pledgor shall mark its books and records

(and shall cause the Partnership to mark its books and records) to reflect

the security interest granted to Laurus for the benefit of Laurus pursuant

to this Pledge Agreement.

(b) If such Pledgor shall, as a result of its ownership of the

Partnership Interest of such Pledgor, become entitled to receive or shall

receive any certificate (including, without limitation, any certificate

representing a dividend or a distribution in connection with any

reclassification, increase or reduction of capital or any certificate

issued in connection with any reorganization), option or rights, whether

in addition to, in substitution of, as a conversion of, or in exchange for

any shares of the Partnership Interest of such Pledgor, or otherwise in

respect thereof, such Pledgor shall accept the same as the agent for

Laurus, hold the same in trust for Laurus and deliver the same forthwith

to Laurus in the exact form received, duly endorsed by such Pledgor to

Laurus, if required, together with an undated transfer power covering such

certificate duly executed in blank by such Pledgor and with, if Laurus so

requests, signature guaranteed, to be held by Laurus, subject to the terms

hereof, as additional collateral security for the Secured Obligations.

Except in connection with any distributions that are not otherwise

prohibited hereunder and except as expressly permitted by any Purchase

Document any sums paid upon or in respect of the Partnership Interest of

such Pledgor as a dividend or other distribution or upon the liquidation

or dissolution of the Partnership shall be paid over to Laurus to be held

by it hereun