ESCROW
AGREEMENT
THIS ESCROW AGREEMENT,
(the "Agreement") made this 1st
day of October, 2009, by and among 310 Holdings, Inc., a Nevada
Corporation, with offices at 500 Technology Square, Cambridge,
Mass. (“Company”), Ronald Baldwin of Clearwater,
Florida (“Executive”) and the law
firm of MacFarland, Ferguson & McMullen with offices at 625
Court Street, Suite 200, Clearwater, FL 33756 ("Escrow
Agent").
WHEREAS , On October 1, 2009, Company and Executive
entered into an Employment Agreement (herein “Employment
Agreement”) whereby Executive was hired as Chief Financial
Officer of Company, all as more fully described in the Employment
Agreement, a copy of which is attached hereto as Exhibit "A",
and
WHEREAS, pursuant to Paragraph 5 (d) of the
Employment Agreement, Company has agreed to deposit the sum of
$144,000 with Escrow Agent (The "Funds") representing a severance
amount to be paid to Executive under circumstances as set forth in
the Employment Agreement; and
WHEREAS , Escrow Agent is agreeable to act as escrow
agent under this Agreement and to disburse the Funds in accordance
with the terms and conditions hereinafter set forth.
NOW, THEREFORE,
in consideration of the mutual
covenants and promises set for the below, the parties
agree:
1.
Establishment of Escrow Account.
1.1. An
escrow account shall be established under this Agreement by
Company with Executive at 625 Court Street, Suite 200,
Clearwater, FL 33756, who shall hold, invest and distribute the
Funds from time to time as hereinafter set forth (the "Escrow
Account").
2.1. The
Escrow Agent shall disburse all or a portion of the Funds in
accordance with the following:
(a) Upon
receipt of written demand from Executive for release to him of the
Funds due to his being terminated Without Cause as defined in the
Employment Agreement, which notice shall contain evidence that a
copy of same has been sent to Company in accordance with the notice
provisions of this Escrow Agreement, within fifteen (15) business
days of Escrow Agent's receipt of the written demand, a check in
the amount of the principal sum of the Funds shall be
released to Executive and a check in the amount of accrued interest
shall be released to Company.