UNIT PURCHASE AND EXCHANGE AGREEMENT

Exhibit 10.1

THIS UNIT PURCHASE AND EXCHANGE AGREEMENT, dated as of the 30th day of September, 2009 (the “ Agreement ”), by and among 310 Holdings, Inc., a Nevada corporation (the “ Company ”); John Bordynuik, an individual; PAK-IT, LLC, a Florida limited liability company (“ Pak-It ”); and the selling unitholders of Pak-It as identified in Exhibit A to this Agreement (individually, the “ Pak-It Unitholder ,” and collectively, the “ Pak-It Unitholders ”). The Company, Pak-It and the Pak-It Unitholders are collectively referred to herein as the “ Parties ”.

WHEREAS, the Company is a publicly held corporation organized under the laws of the State of Nevada;

WHEREAS, the Company desires to acquire from the Pak-It Unitholders 100% of the issued and outstanding membership units of Pak-It (the “ Units ”), and the Pak-It Unitholders desire to sell to the Company the Units in exchange for the issuance by the Company of an aggregate of 625,000 shares (the “ Company Shares ”) of the common stock of the Company (the “ Common Stock ”) to the Pak-It Unitholders as set forth in Exhibit A, on the terms and conditions set forth herein (the “ Share Exchange ”), whereby Pak-It shall become a wholly owned subsidiary of the Company.

WHEREAS, as additional consideration for the Units, the Company will issue a secured promissory note in the amount of One Million Two Hundred Thousand ($1,200,000.00) dollars to the Pak-It Unitholders and assume certain liabilities of Pak-It by issuing an additional secured promissory note, as set forth herein.

WHEREAS, the Pak-It Unitholders and the directors of the Company have determined, subject to the terms and conditions set forth in this Agreement, that the transaction contemplated hereby is desirable and in the best interests of their shareholders, respectively.  This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed acquisition.  

1.1      The Share Exchange . Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):

(a) the Company shall issue and deliver to the Pak-It Unitholders 625,000 authorized but unissued shares of Common Stock as set forth on Exhibit A hereto, and

(b) the Company shall deliver on the Closing Date the sum of One Million Two Hundred Thousand Dollars ($1,200,000.00) in the form of a 10% secured promissory note due on December 29, 2009 (the “ Note ”).

(c)                                                         the Pak-It Unitholders shall transfer the Units as set forth on Exhibit A hereto to the Company, such that Pak-It shall become a wholly owned subsidiary of the Company.

(d)           the Company will assume or satisfy certain liabilities of Pak-It as set forth below by issuing a 10% secured promissory note in the sum of  Two Million Six Hundred Sixty Five Thousand ($2,665,000.00) Dollars (the “ Liability Note ”)(collectively the Note and Liability Note, the “Notes”) due on or before December 29, 2009.  Both the Note and the Liability Note shall be secured by 10,000,000 shares of the Company’s common stock issued to the Company’s president John Bordynuik (the “ Escrow Shares ”) to be held in escrow by Anslow & Jaclin, LLP as escrow agent, pursuant to the terms of a pledge and escrow agreement (the “Pledge Agreement”) and by a collateral pledge of all of the membership interests and assets of Pak-It pursuant to a loan agreement (“Loan Agreement”) and security agreement (“Security Agreement”).  Upon payment of the Note and Liability Note the following shall occur:

1.           The notes issued to USAmeribank shall be immediately paid by the holder of the Note and Liability Note in the total amount of $1,800,000 (the current outstanding balance is approximately $200,000 plus “off balance sheet” L/C’s outstanding as listed below);

2.           The $1,250,000 note issued to Private Equity Fund of West Florida, LLC (“PEF”) shall be immediately paid, by the holder of the Note and Liability Note, including interest accrued thereon through December 29, 2009 (estimated to be about $50,000).

 3.           The $750,000 note (the “PEF Note”) issued to Private Equity Fund of West Florida, LLC (“PEF”) and any interest accrued thereon (estimated to be approximately $250,000) shall be immediately assumed by the Company.  As a condition of PEF agreeing to transfer its membership units of Pak-It to the Company, if the Company undertakes a private offering (“Offering”) of the Company’s equity securities (the “Offering Securities”) within one year from the Closing Date, the Company hereby agrees that PEF shall have the option during the Offering period, to convert the PEF note and any applicable interest into the Offering Securities, and purchase an additional amount of Offering Securities so that the total number of Offering Securities received by PEF is 1,250,000 shares of common stock.  Upon conversion of the PEF Note into the Offering Securities, PEF shall receive the same rights and preferences as the other investors in the Offering.

4.           The Company shall, prior to the expiration of the Letters of Credit currently outstanding, provide substituted collateral for the Letters of Credit (“L/C’s) issued by USAmeribank to secure obligations of Pak-It or its subsidiary to secure certain obligations owed to Larry Dickler (Such L/Cs currently issued and outstanding are presently in the amounts of $559,372 and $120,000 which must be renewed annually in amounts equal to amounts then owed to Larry Dickler pursuant to the promissory note and employment agreement.) The obligation to the Company arising under this paragraph may mature prior to the due date of the Note and Liability Note.

5.           The following amounts, which are either on the Pak-It balance sheet or are specifically related to closing this transaction and will be invoiced to Pak-It, will be paid at or around the Closing Date but not later than December 29, 2009, by the holder of the Note and Liability Note either from cash on hand in Pak-It, LLC accounts or from the first payments of the Company on the Liability Note.

1.2      Time and Place of Closing . The closing (“Closing”) of the transactions contemplated by this Agreement shall occur upon the exchange of the stock of the Company and Pak-It Unitholders and upon the execution of the Notes, Pledge Agreement, Security Agreement and other ancillary closing documents (collectively, the “Transaction Documents”) as described in Section 1.1 herein.  Such Closing shall take place at the offices of Anslow & Jaclin, LLP 195 Route 9 South, Suite 204, Manalapan, NJ 07726 on September 30, 2009 (the “Closing Date”)..

1.3               Closing Events

.   At the Closing, the Company, Pak-It, and the Pak-It Unitholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. The Company is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of the Company. 

(b) The Company has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. The Company has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought, equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

2.2      No Conflicts or Defaults . The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of the Company or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company is a party or by which the Company is bound, or any judgment, order or decree, or any law, rule or regulation to which the Company is subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest (“ Liens ”) upon any of the assets of the Company, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company is a party or by which the Company’s assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

2.3      Capitalization . The authorized capital stock of the Company immediately prior to giving effect to the transactions contemplated hereby consists of 75,000,000 shares of which 70,000,000 are common stock at par value $.001 per share and 5,000,000 shares are  preferred stock at par value $.001 per share (“ Preferred Stock ”). As of the date hereof, there are 58,100,106 shares of Common Stock issued and outstanding and no shares of Preferred Stock outstanding. All of the outstanding shares of common stock are, and the Common Stock when issued in accordance with the terms hereof, will be, duly authorized, validly issued, fully paid and nonassessable, and have not been or, with respect to the Company Shares will not be issued in violation of any preemptive right of stockholders. There is no outstanding voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling the Company to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for Company Common Stock. The Company has not granted registration rights to any person.

2.4      Taxes . The Company has filed all United States federal, state, county and local returns and reports which were required to be filed on or prior to the date hereof in respect of all income, withholding, franchise, payroll, excise, property, sales, use, value-added or other taxes or levies, imposts, duties, license and registration fees, charges, assessments or withholdings of any nature whatsoever (together, “ Taxes ”), and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of the Company and adequate reserves therefore have been established. 

2.5      Compliance with Law . The Company is in compliance with all applicable federal, state, local and foreign laws and regulations relating to the protection of the environment and human health. There are no claims, notices, actions, suits, hearings, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against the Company that are based on or related to any environmental matters or the failure to have any required environmental permits, and there are no past or present conditions that the Company has reason to believe are likely to give rise to any material liability or other obligations of the Company under any environmental laws.

2.6      Permits and Licenses . The Company has all certificates of occupancy, rights, permits, certificates, licenses, franchises, approvals and other authorizations as are reasonably necessary to conduct its respective business and to own, lease, use, operate and occupy its assets, at the places and in the manner now conducted and operated, except those the absence of which would not materially adversely affect its respective business.

2.7      Litigation . To the Company’s knowledge, there is no claim, dispute, action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened, against or affecting the business of the Company, or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, nor to the knowledge of the Company, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the twelve month period preceding the date hereof. There is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting the business of the Company. The Company has not received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or any matter disclosed in respect of its business. 

     2.8        SEC Filings; Financial Statements . 

(a) The Company has made available to Pak-It and the Pak-It Unitholders a correct and complete copy, or there has been available on EDGAR, copies of each report, registration statement and definitive proxy statement filed by the Company with the SEC for the 24 months prior to the date of this Agreement (the “ Company SEC Reports ”), which, to the Company’s knowledge, are all the forms, reports and documents filed by the Company with the SEC for the 24 months prior to the date of this Agreement. As of their respective dates, to the Company’s knowledge, the Company SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) To the Company’s knowledge, each set of financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on the Company taken as a whole.

             2.9      Over-the-Counter Bulletin Board Quotation.

  The Company’s Common Stock is quoted on the FINRA Over-the-Counter Electronic Bulletin Board (“ OTC BB ”). There is no action or proceeding pending or, to the Company’s knowledge, threatened against the Company by NASDAQ or The Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to any intention by such entities to prohibit or terminate the quotation of the Company’s Common Stock on the OTC BB.

(a) Pak-It is a limited liability company duly formed, validly existing and in good standing under the laws of Florida, with full corporate power and authority to own, lease and operate its business and properties and to the best of its knowledge, to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. To the b