SECURITY AGREEMENT INVENTORY

All inventory now owned or hereafter owned or acquired by the Debtor, including without limitation goods held for sale or lease or to be furnished under contracts of service, raw materials, work in process and materials to be used or consumed in the Debtor's business.

1.            Indebtedness Secured.   The borrowing relationship between the Debtor, 310 Holdings, Inc. and the Secured Party is to be a continuing one and is intended to cover numerous types of extensions of credit, loans, overdraft payments, or advances made directly or indirectly to the Debtor or 310 Holdings, Inc.   Accordingly, this Agreement and the Security Interest created by it secures payment of all obligations of any kind owing by the Debtor or 310 Holdings, Inc. to the Secured Party whether now existing or hereafter incurred, direct or indirect, arising from loans, guaranties, endorsements or under a Unit Purchase and Share Exchange Agreement or otherwise, whether related or unrelated to the purpose of the original extension of credit, whether of the same or a different class as the primary obligation, and whether the obligations are from time to time reduced and thereafter increased or entirely extinguished and new obligations thereafter incurred, including without limitation, any sums advanced and any expenses or obligations incurred by the Secured Party pursuant to this Agreement or any other agreement concerning, evidencing or securing obligations of the Debtor to the Secured Party, and any liabilities of the Debtor or 310 Holdings, Inc. to the Secured Party, and any liabilities of the Debtor to the Secured Party arising from any source whatsoever (the "Indebtedness").

2.            Representations and Warranties of Debtor.   The Debtor represents and warrants and so long as the Indebtedness remains unpaid shall be deemed continuously to represent and warrant that:

         (a)           the Debtor is the owner of the Collateral free of all security interests or other encumbrances;

(b)           The Debtor is authorized to enter into this Security Agreement and into the transactions evidenced by the Collateral; the Debtor is engaged in business operations which are carried on at the address specified above.  If Debtor has a place of business in more than one state, the chief executive office of Debtor is 221 Turner Street, Clearwater, Florida 33756 ;

(c)           That part of the collateral constituting inventory is located at the address specified above;

(d)           The Debtor operates under no trade names except the name(s) set forth above and the following names, if any:   .

3.            Covenants of Debtor.   So long as this Agreement has not been terminated as provided in paragraph 8, the Debtor:  (a) will defend the Collateral against the claims and demands of all other parties except purchaser and lessees of inventory in the ordinary course of the Debtor's business, including without limitation defenses, set-offs, claims and counterclaims asserted by any Account Debtor against the Debtor or the Secured Party; will keep the collateral free from all security interests or other encumbrances and will not sell, transfer, assign, deliver or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of the Secured Party except that until the occurrence of an Event of Default the Debtor may sell or lease inventory in the ordinary course of the Debtor's business; (b) will not without the written consent of the Secured Party create in favor of anyone other than the Secured Party a security interest in any of its inventory, accounts receivable or general intangibles nor will it sell or assign, with or without recourse to anyone other than the Secured Party any of its accounts, chattel paper or general intangibles; (c) will keep in accordance with generally accepted accounting principles consistently applied, accurate and complete records concerning the Collateral; upon the Secured Party's request will mark any of such records and all or any of the Collateral to give notice of the Security Interest; and will permit the Secured Party or its agents to inspect the Collateral and to audit and make abstracts of such records or any of the Debtor's book, ledgers, reports, correspondence and other records; (d) upon demand will deliver to Secured Party any documents of title and any chattel paper representing or relating to the Collateral or any part thereof, schedules, invoices, shipping or delivery receipts, purchase orders, contracts or other documents representing or relating to purchases or other acquisitions or sales, or leases or other dispositions of the Collateral and proceeds thereof and any and all other schedules, documents, statements which the Secured Party may from time to time request; (e)  will notify the Secured Party promptly in writing of any change in the Debtor's address, name or identity specified above, of any change in the location or of any additional locations at which the Collateral is kept and of any change in the address at which records concerning the Collateral are kept; (f) in connection herewith will execute and deliver to the Secured Party such financing statements and other documents and do such other things as the Secured Party may reasonably request; (g) will pay or cause to be paid all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (h) will insure the Collateral against risks by obtaining policies (none of which shall be cancellable without the written consent of the Secured Party) in coverage, form and amount and with companies satisfactory to the Secured Party such policies to contain a loss payee provision exercised in favor of the Secured Party and at the Secured Party's request will deliver each policy or certificate of insurance therefor to the Secured Party; and (i) will not remove the Collateral from the state nor change the location of its chief executive office without the written consent of Secured Party.

4.            Verification of Collateral.   The Secured Party shall have the right to verify any Collateral in any manner and through any medium which the Secured Party may consider appropriate and the Debtor shall furnish such assistance and information and perform such acts as the Secured Party may require in connection therewith.

5.            Default.   (a) Any of the following events or conditions shall constitute an event of default ("Event of Default"):  (i) non-payment when due whether by acceler­ation or otherwise of the principal of or interest on any Indebtedness, time being of the essence, or failure by the Debtor to perform any material obligations under this Agreement or under any other material agreement between the Debtor and the Secured Party; (ii) dissolution or other termination of the legal existence of