LOAN AGREEMENT

Exhibit 10.2

(B)           On or about the date of execution of this Agreement by the parties hereto, the Lender, on behalf of the Members and pursuant to a Trust Indenture, has agreed to accept a Note from Borrower in the amount of $1,200,000.00 (the “Note”), and a Liability Note ( the “Liability Note”) in the amount of $2,665,000.00, collectively called the “Notes”.

1.1            Recitals .  The statements contained in the recitals of fact set forth above (the “Recitals”) are true and correct, and the Recitals by this reference are made a part of this Agreement.

1.2            Exhibits .  All exhibits attached to this Agreement are by this reference incorporated in and made a part hereof.

1.3            Abbreviations and Definitions .  The following abbreviations and definitions will be used for purposes of this Agreement:

(a)  The abbreviations for the parties set forth in the Preamble will be used for purposes of this Agreement.

(b)  The abbreviations and definitions set forth in the Recitals will be used for purposes of this Agreement.

(c)  “ Agreement ” shall mean the Loan Agreement between the parties set forth herein.

(d)  “ Collateral ” shall mean the property as defined in Article Nine of this Agreement.

(f)  “ Lien ” shall mean any mortgage, pledge, security interest, encumbrance, lien, or charge of any kind (including any agreement to give any of the foregoing, any conditional sales or other title retention agreements, or any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction).

(g) “ Principal Place of Business of Borrower ” shall mean the principal place of business and the headquarters of the Borrower at which all of its records are kept, currently at 4536 Portage Road, Niagara Falls Ontario, Canada L2E 6A8.

(h)  “ Proceeds ” shall mean whatever is received upon the sale, exchange, collection or other disposition of the Collateral.

(i)  “ UCC ” shall mean the Florida Uniform Commercial Code, as amended.

2.1            Loan .  The parties hereto acknowledge and agree that the proceeds of the Notes shall be used to acquire the membership units of Pak-It, LLC and to perform the obligations of the Borrower arising under that certain Unit Purchase and Exchange Agreement by and between Borrower, Pak-It, LLC and the Pak-It Unitholders (the “Unit Purchase and Exchange Agreement”)

    2.2            Depository Account . Borrower shall cause Pak-It, LLC and Dickler Chemical Laboratories, Inc to maintain its existing banking accounts as the sole banking accounts for such entities and shall not change the identity of the persons now authorized to sign or endorse checks on behalf of each such entity without the prior written consent of Lender.

The Borrower represents and warrants to the Lender as follows:

3.1            Organization, Standing, Corporate Power .   Borrower is a Corporation duly authorized and validly existing under the laws of the State of Nevada.  The Borrower has appropriate power and authority to own its properties and to carry on its business as now being conducted, and the Borrower has appropriate power and authority to execute and perform this Agreement and to deliver the Notes and all other documents, instruments and agreements provided for herein.

3.2            This Agreement .  The execution and performance by the Borrower of this Agreement, the borrowing hereunder, and the execution and delivery of the Notes and all other documents, instruments and agreements provided for herein (a) have been duly authorized by all requisite entity action; (b) will not violate any provision of law or of the Borrower’s organizational documents; and (c) will not violate or be in conflict with, result in a breach of, or constitute a default under any indenture, agreement and other instrument to which the Borrower is a party or by which it or any of its properties is bound, or any order, writ, injunction or decree of any court or governmental institution.

The obligation of the Lender to make the Loan hereunder is subject to the following conditions precedent:

(a)            Representations and Warranties .  In order to induce the Lender to enter into this Agreement and to make the Loan herein provided for and disbursements thereunder, the Borrower represents and warrants to the Lender that on the date hereof, the representations and warranties set forth in this Agreement or in the Unit Purchase and Exchange Agreement are true and correct in all material respects.

(b)            Authority .  This Agreement and the other Loan Documents are valid and binding obligations of the Borrower.

(c)            Entity .  The present equity owners and management of Borrower shall not change without the prior written consent of Lender in its sole discretion. Further, the proceeds of any stock offering of Borrower or any subsidiary thereof shall be first applied to repay the Notes and/or to perform the obligations of the Borrower arising under the Unit Purchase and Exchange Agreement.

The Borrower covenants and agrees with the Lender that from the date hereof and so long as any sums are outstanding or may be borrowed hereunder, unless the Lender shall otherwise consent in writing delivered to the Borrower, it will, as to itself and Pak-It, LLC:

5.1            Entity Existence .  Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, and all its rights, licenses, permits and franchises required at the date hereof, or which may be required in the future conduct of its business, and comply with all laws and regulations applicable to it that materially affect the Borrower or Pak-It, LLC, and conduct and operate its business in the same lines and in substantially the same manner in which presently conducted and operated (subject to changes in the ordinary course of business), and at all times maintain, preserve and protect all property used and useful in the conduct of its business, and maintain same in good working order and condition.

5.2            Insurance .  Keep its insurable properties adequately insured at all times by financially sound and reputable insurers, and maintain such insurance to such extent and against such risks, including liability insurance, fire, windstorm, business interruption, flood, and other risks insured against by extended coverage as is acceptable to Lender in its sole discretion.  Borrower will furnish Lender with a copy of such insurance policies containing an endorsement in favor of Lender as loss payee and mortgagee as its interest may appear.

5.3            Obligations and Taxes .  Pay all indebtedness and obligations promptly and in accordance with normal terms, and pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or in respect of its property, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that the Borrower shall not be required to pay and discharge or cause to be paid and discharged any such tax assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings and the Borrower shall set aside on its books adequate reserves with respect to any such tax, assessment, charge, levy or claim so contested.

5.4            Financial Statements and Other Information .  Furnish to Lender: (a) the financial information and reports referred to herein; (b) within ten (10) days after service of process or equivalent notice, written notice of any litigation involving greater than TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) in damages or otherwise in cost to Borrower , including arbitrations and of any proceeding by or before any governmental agency; and (c) provide Lender with such other financial information and schedules it may request.

5.5            Notice of Default .  Give prompt written notice to Lender of all Events of Default under any of the terms and provisions of this Agreement, the Note, or of any other agreement, contract, indenture, document or instrument entered, or to be entered into by it; if applicable, changes in management, litigation, and of any other matter which has resulted in, or might result in, a materially adverse change in its financial condition or operation.

5.6            Records .  Keep and maintain full and accurate accounts and records of its operations  and will permit Lender and its designated officers, employees, agents and representatives, to have access thereto and to make examination thereof at all reasonable times, to make audits, and to inspect and otherwise check its properties, real, personal and mixed.

5.7            Execution of Other Documents .  Promptly, upon demand by Lender, execute all such additional agreements, contracts, indentures, financing statements, documents and instruments in connection with this Agreement as Lender may reasonably deem necessary.  (This authority shall be for ministerial matters only and shall not allow Lender to increase Borrower’s liability under the loan.).

5.8      No Borrowing. Borrower shall not borrow nor permit any subsidiary to borrow any sums in excess of $25,000.00 except in the normal course of business or grant any security interest securing any debt now or hereafter arising except with the prior written consent of Lender.

The Borrower covenants and agrees with Lender that from the date hereof and so long as any sums are outstanding or may be borrowed under the Loan, unless the Lender shall otherwise consent in writing