SECURITY AGREEMENT

Exhibit 99.2

SECURITY AGREEMENT

Host America Corporation

a Colorado corporation with a

place of business at

Two Broadway

Hamden, Connecticut

("Debtor")

for valuable consideration hereby gives and grants to

Xxxxx Xxxxxx

of Branford, Connecticut

C. Xxxxxxx Xxxxxx

Of Hamden, Connecticut

Xxxxxxx Xxxxx

Northford, Connecticut

Xxxxxxx Xxxxxxxxxx

of Monroe, Connecticut

Xxxxxxxx Xxxxxxxxx

of Hamden, Connecticut

(individually and collectively, the "Secured Party")

a security interest pari passu and pro rata in and to all of the property described on Schedule A attached (all hereinafter referred to as the "Collateral") to secure the payment and/or performance of each and all of the following:

(a) The Loans evidenced by certain Time Notes of even date made by Debtor to the order of each Secured Party in the principal amount listed below for each Secured Party;

Xxxxx Xxxxxx              $50,000

Xxxxxxx Xxxxx                $125,000

Xxxxxxxx Xxxxxxxxx      $25,000

C. Xxxxxxx Xxxxxx        $100,000

Xxxxxxx Xxxxxxxxxx      $50,000

and;

(b) All indebtedness, debts, advances, credits, accommodations and the like now or hereafter incurred by Debtor to Secured Party including but not limited to letters of credit, term loans, coverage of overdrafts, time loans demand loans and the like. THE PARTIES INTEND THAT THIS INSTRUMENT SHALL SECURE ANY AND ALL FINANCIAL ACCOMMODATIONS NOW OR HEREAFTER EXTENDED BY SECURED PARTY TO

DEBTOR. In extension of the foregoing, all advances now or hereafter made by Secured Party to Debtor pursuant to any agreement and/or any document or otherwise, whether or not evidenced by a note, and all liability whether now existing or hereafter arising, absolute or contingent, direct or indirect, with respect to or under letters of credit, banker’s acceptances or guarantees now or hereafter established by any Secured Party, together with all other obligations and indebtedness of every kind and nature, whether now existing or hereafter arising, absolute or contingent, direct or indirect (All of the foregoing together with such Loans are hereinafter referred to as “Obligations”).

Secured Party shall have hereunder and/or with respect to the Collateral all of the rights and remedies set forth in any writing which is or evidences one or more of the Obligations, all of the rights and remedies of a Secured Party under the Uniform Commercial Code and such rights and remedies as may otherwise be available at law or in equity, all of which shall be cumulative and not alternate.

Debtor shall obtain such insurance on the Collateral as Secured Party shall require naming Secured Party as first loss payee, shall pay all taxes and assessments respecting the Collateral and shall not in any way dispose of or further encumber the Collateral.

Xxxxx Xxxxxx is hereby appointed as collateral agent and shall exercise, on behalf of all persons constituting Secured Party, all rights of Secured Party hereunder.

Dated at Hamden, Connecticut, this ___ day of July, 2006.

Host America Corporation

By_________________________________

Its President

____________________________________

Xxxxx Xxxxxx

____________________________________

C. Xxxxxxx Xxxxxx

____________________________________

Xxxxxxx Xxxxx

____________________________________

Xxxxxxx Xxxxxxxxxx

____________________________________

Xxxxxxxx Xxxxxxxxx

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SCHEDULE A

Debtor: Secured Party:

Host America Corporation                                                                                                   Xxxxx Xxxxxx

Two Broadway

Hamden, Connecticut                                                                                                            C. Xxxxxxx Xxxxxx

                                                            Xxxxxxx Xxxxx

                                                            Xxxxxxx Xxxxxxxxxx

                                                            Xxxxxxxx Xxxxxxxxx

(Capitalized terms herein shall have the meaning ascribed to such terms in the Connecticut Uniform Commercial Code, as amended) The foregoing does not include any of the assets of Host America’s wholly owned subsidiaries.

(i)       Accounts;

(ii)      Chattel Paper;

(iii)     contract rights;

(iv)     General Intangibles, including without limitation Payment Intangibles and Software;

(v)      Payment Intangibles;

(vi)     Supporting Obligations;

together with books, records, writings, data bases, information and other property relating to, used and useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds and products of and from any of the foregoing.

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