LaVernia, TX, April 4, 2002

- PowerCold Corporation (OTCBB:PWCL) announced today that the company has signed a letter of intent to acquire Alturdyne, Inc. a San Diego based manufacturer of diesel, natural gas, turbine and rotary generator sets. Alturdyne sales during the past 10 years have been in the $6.5 million to $11 million range with seven profitable sales years including each of the last two years. Alturdyne has developed, packaged and installed over 4,000 engine power units around the world.

The transaction, which would be non-dilutive for present shareholders, involves a combination of cash and stock. Specific terms were not disclosed. Under the proposed agreement, PowerCold would acquire all of Alturdyne's assets and intellectual property. Alturdyne would then operate as an independent wholly owned PowerCold subsidiary. Upon completion of the acquisition, anticipated by May 31, 2002 after a further detailed audit, PowerCold expects to be qualified for listing on the American Stock Exchange or NASDAQ.

PowerCold CEO Frank Simola said, "This is an enormously significant transaction for PowerCold that not only enhances our financial statements, but augments our proprietary product line and, more importantly, integrates highly experienced industry people into our company. Alturdyne's engine power systems are well known in the industry for supporting back-up generator sets for many phone companies. There are even more significant applications in the defense industry and other areas. The acquisition of Alturdyne not only strengthens PowerCold's on-site power cogeneration business but completely fills out the 'Power' side of our business."

Frank Verbeke, president of Alturdyne, said, "We are very pleased to become part of PowerCold. We have known Frank Simola and the fine people of his organization for many years. We are confident that our proprietary technology and market position are an ideal fit with the technology and market position of PowerCold. Together we have the potential to transform our two companies into a significant force in our industry."

Alturdyne was established in 1970 for the purpose of providing custom turbine engine power units to the industry. The company's product designs are usually unique packages with self-contained, automatic state-of-the art controls. Alturdyne currently employees approximately 80 people in its two San Diego manufacturing facilities. Another 20 sales and service people are located across the United States. PowerCold Corp.

Alturdyne is an approved vendor for all the "Baby Bell" companies, which are regulated to maintain standby power. Alturdyne derives over 50% of its revenues from emergency back-up generator sets sold to AT&T, Lucent, the seven Regional Bells, GTE and Sprint. Additional revenue is derived from sales of spare parts and contracts for service. Another 10 -15% of Alturdyne's business comes from engine driven chillers (air conditioning) and cogeneration systems. PowerCold has worked with Alturdyne for several years in the engine driven chiller business.

PowerCold markets energy efficient and environmentally safe equipment to reduce power costs by up to 50%. PowerCold's patented highly efficient Nauticon™ evaporative water-cooled condensers improves heating, air-conditioning and refrigeration efficiency and reduces power costs over the typical commercial air-cooled condensers. The Nauticon combined with PowerCold's patented Ultimate Comfort System's heating, ventilation and air conditioning (HVAC) system give PowerCold the ability to produce unchallengeable cost and operating savings in major segments of the HVAC markets.

An investment profile on PowerCold may be found at www.hawkassociates.com/powercold/profile.htm.

Investors Call:
Econ Investor Relations, Inc. Ð 888-948-8632
Dawn Van Zant or Connie Linder
clinder@investorideas.com

Company Contact:
For more information contact Frank Simola, PowerCold at (215) 248-2836.
PowerCold Website www.powercold.com, E-mail: pwcl@powercold.com
Hawk Associates, Inc. - Frank Hawkins or Julie Marshall, at 305-852-2383.
Website www.hawkassociates.com, Email info@hawkassociates.com

Forward-Looking Information: The statements in this news release contain forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve certain risks, assumptions and uncertainties, including the inability to generate and secure the necessary product sale, or the lack of acceptance of the company's products by its customers. In each case actual results may differ materially from such forward-looking statements. The company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results (expressed or modified) will not be realized.