Unassociated Document


    EXHIBIT
      4.2

    


    NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. 

    


    $300,000
      CONVERTIBLE NOTE

    


    FOR
      VALUE
      RECEIVED, ICC WORLDWIDE, INC. (the “Maker” or the “Company”), a Delaware
      corporation, having a mailing address at 3334
      E.
      Coast Hwy #424 Corona del Mar, CA 92625,
      hereby
      promises to pay to the order of the Karyn M. Blaise Irrevocable Trust (“Payee”),
      having its principal address at 1800 2nd
      Street,
      Suite 758, Sarasota, FL 34236, the sum of $300,000. This Convertible Note (this
      “Note”) is issued due to loans for the Company’s operations, for advances to be
      made, from time to time, as reasonably needed for the Company’s
      operations.

    


    1.
      Maturity. The amount outstanding under this Note will be due and payable at
      the
      address of Payee or such other place as Payee may designate on June 30, 2010
      (the “Maturity Date”). No advances shall be made by Payee after the Maturity
      Date.

     

    2.
      Payments of Interest and Principal. The first 3 months of Interest shall be
      added to Principal. Thereafter, Interest under this Note shall be payable
      monthly, starting November 1, 2008. 

    


    3.
      Interest Rate. The outstanding principal balance of this Note shall bear
      interest at a rate per annum equal to 10% per annum. 

    


    7.
      Alternative Method of Payment / Optional Prepayment

    


    A.
      Alternate Methods of Payment: Subject to the conditions set forth below and
      customary equity conditions (including an effective registration statement
      with
      respect to such shares), the Company may elect to make such payments of
      principal and interest under the Note, in shares of the Company’s common stock.
      Each share of the of the Company’s Common stock will be valued at the Conversion
      Price (as defined in Section 5 below), as determined at the lesser of (1) on
      the
      day the Company gives notice, or (2) on the day the Company delivers the shares.
      The Company is required to notify Payee of its election to make such payment
      in
      shares at least ten days prior to the payment date. Notwithstanding anything
      herein to the contrary, the Company’s right to make such payment in shares in
      lieu of cash can only be made if the volume weighted average price of the
      Company’s common stock has been trading at a price of $0.025 or above per share
      for 10 consecutive days prior to the date of the payment date and the average
      daily trading volume is at least 15 times the number of shares to be so issued
      hereby as payment. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    B.
      Pre-Payment Option: The Company may at any time and from time to time, upon
      written notice (“Prepayment Notice”) under Section 10 below, prepay part or all
      of the outstanding Notes without penalty. In the event that Maker sends a
      Prepayment Notice to Payee, Payee may elect within 10 days following the receipt
      of such notice to convert into common stock of ICC WORLDWIDE, INC. (“ICC
      WORLDWIDE, INC. Common Stock”), pursuant to Section 5 hereof, all or part of the
      amount of principal to be repaid by the proposed Prepayment instead of receiving
      such prepayment. 

    


    8.
      Optional/Mandatory Conversion. At any time prior to repayment of all amounts
      as
      under the Note, but not sooner than six months from the date of this Note,
      all
      or any portion of the principal amount of the Note shall be convertible at
      the
      option of the Payee into fully paid and non-assessable shares of ICC WORLDWIDE,
      INC. Common Stock. The number of shares of ICC WORLDWIDE, INC. Common Stock
      that
      Payee shall be entitled to receive upon conversion shall be equal to the number
      attained by dividing the principal, including accrued interest pursuant to
      the
      Note being converted by the Conversion Price. The “Conversion Price” shall be
      equal to $0.007 per share as may be adjusted from time to time as set forth
      below.

    


    A.
      In
      order to exercise the conversion privilege, Payee shall give written notice
      of
      conversion to Maker stating Payee’s election to convert this Note or the portion
      thereof (the “Conversion Notice Date”) in whole or in part, as specified in said
      notice. As promptly as practicable after receipt of the notice, Maker shall
      issue and shall deliver to Payee a certificate or certificates for the number
      of
      full shares of ICC WORLDWIDE, INC. Common Stock issuable upon the conversion
      of
      this Note or portion thereof registered in the name of Payee in accordance
      with
      the provisions of this Section 5.

     

    B.
      Each
      conversion shall be deemed to have been effected on the date the conversion
      notice shall have been received by Maker, as aforesaid, and Payee shall be
      deemed to have become on said date the Payee of record of the shares of Common
      Stock issuable upon such conversion. No fractional shares of Common Stock shall
      be issued upon conversion of this Note. Any amounts so converted shall not
      be
      reborrowed. 

    


    C.
      The
      Payee shall not be entitled to shares upon conversion, if such conversion would
      result in beneficial ownership by the Payee and its affiliates of more than
      4.99% of the outstanding shares of common stock of the Company on such exercise
      or Conversion Notice Date, including: 

    


    (i)
      the
      number of shares of common stock beneficially owned by the Payee and its
      affiliates.

     

    (ii)
      the
      number of shares of common stock issuable upon the exercise of the warrant
      and/or options and/or conversion. 

    


    For
      the
      purposes of this provision, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Securities Exchange Act of 1934, as
      amended, and Regulation 13d-3 thereunder. The Payee may void the exercise
      limitation described in this Section upon 61 days prior written notice to the
      Company. The Payee may allocate which of the equity of the Company deemed
      beneficially owned by the Payee shall be included in the 4.99% amount described
      above and which shall be allocated to the excess above 4.99%.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    D.
      In the
      event that a conversion notice is sent to the Maker, and the shares are not
      issuable to the Payee because it would cause the Payee’s shareholdings in the
      Company to exceed 4.99%, the Maker shall instead issue a two year non-interest
      bearing, fixed price, convertible note, with the same terms as herein, except
      that the conversion price shall be fixed and equal to the conversion price
      on
      the notice of conversion as may be adjusted from time to time under Section
      5(F)
      below. At the two year maturity of the non-interest bearing fixed price
      convertible note, if Payee’s shareholdings in the Company still exceed 4.99%
      under this Section 5, then the conversion option shall lapse and any principal
      and accrued interested shall be immediately due and payable by Maker.


    


    E.
      In the
      event that a conversion notice is sent to the Maker, and there are insufficient
      authorized shares of Common Stock available to meet the conversion commitment
      requested by Payee under the Note after giving recognition to all other direct
      or contingent commitments of the Company to issue shares as of the date of
      this
      Note, the Maker shall instead issue a 180 day note bearing interest at 10%
      per
      year with the same terms as herein except that the conversion price shall be
      fixed and equal to the lesser of a) $.007 or b) the closing price of the
      Company’s common stock on the date of notice of conversion as may be adjusted
      from time to time by Section 5(F) below. At maturity of the 180 day note, Maker
      shall pay the note and any accrued interest thereon by paying cash equal to
      the
      higher of either a) the principal plus accrued interest then due or b) the
      amount equal to the daily weighted average closing price during the 180 day
      period multiplied by the number of shares in the conversion commitment
      unfulfilled due to insufficient authorized common shares. 

    


    F.
      In
      case the Company shall at any time subdivide or combine the outstanding shares
      of Common Stock, the Conversion Price shall forthwith be proportionately
      decreased in the case of the subdivision or proportionately increased in the
      case of combination to the nearest one tenth of one cent. Any such adjustment
      shall become effective at the close of business on the date that such
      subdivision or combination shall become effective.

     

    9.
      Covenants. Maker covenants and agrees that, so long as any indebtedness is
      outstanding hereunder, it will comply with each of the following covenants
      (except in any case where Payee has specifically consented otherwise in
      writing):

     

    A.
      Financial Reporting. Maker shall timely file all forms required of a “Reporting
      Company”, under Section 13 of the Securities Exchange Act of 1934.

    


    B.
      Notice
      of Event of Default. Maker shall furnish to Payee notice of the occurrence
      of
      any Event of Default (as defined herein) within five (5) days after it becomes
      known to an executive officer of Maker. 

     

    7.
      Event
      of Default. For purposes of this Note, the Maker shall be in default hereunder
      (and an “Event of Default” shall have occurred hereunder) if:

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    A.
      Maker
      shall fail to pay when due any payment of principal, interest, fees, costs,
      expenses or any other sum payable to Payee hereunder or otherwise;

    


    B.
      Maker
      shall default in the performance of any other agreement or covenant contained
      herein (other than as provided in subparagraph A above), and such default shall
      continue uncured for twenty (20) days after notice thereof to Maker given by
      Payee, or if an Event of Default shall occur under any other Loan
      Document;

     

    C.
      Maker:
      becomes insolvent, bankrupt or generally fails to pay its debts as such debts
      become due; is adjudicated insolvent or bankrupt; admits in writing its
      inability to pay its debts; or shall suffer a custodian, receiver or trustee
      for
      it or substantially all of its property to be appointed and if appointed without
      its consent, not be discharged within thirty (30) days; makes an assignment
      for
      the benefit of creditors; or suffers proceedings under any law related to
      bankruptcy, insolvency, liquidation or the reorganization, readjustment or
      the
      release of debtors to be instituted against it and if contested by it not
      dismissed or stayed within ten (10) days; if proceedings under any law related
      to bankruptcy, insolvency, liquidation, or the reorganization, readjustment
      or
      the release of debtors is instituted or commenced by Maker; if any order for
      relief is entered relating to any of the foregoing proceedings; if Maker shall
      call a meeting of its creditors with a view to arranging a composition or
      adjustment of its debts; or if Maker shall by any act or failure to act indicate
      its consent to, approval of or acquiescence in any of the
      foregoing.

    


    8.
      Consequences of Default. Upon the occurrence of an Event of Default and at
      any
      time thereafter, the entire unpaid principal balance of this Note, together
      with
      interest accrued thereon and with all other sums due or owed by Maker hereunder,
      shall become immediately due and payable. In addition, the principal balance
      and
      all past-due interest shall thereafter bear interest at the rate of 18% per
      annum until paid.

     

    9.
      Liquidated Damages/Remedies not Exclusive. 

    


    C. The
      remedies of Payee provided herein or otherwise available to Payee at law or
      in
      equity shall be cumulative and concurrent, and may be pursued singly,
      successively and together at the sole discretion of Payee, and may be exercised
      as often as occasion therefore shall occur; and the failure to exercise any
      such
      right or remedy shall in no event be construed as a waiver or release of the
      same. 

    


    D. Liquidated
      Damages In the event that the Company fails to deliver the shares when due,
      whether by Section 4 or 5, or otherwise, the number of shares otherwise due
      shall increase by 5% for each month or partial month, until the Company does
      deliver such shares. The parties agree that this is a reasonable amount for
      liquidated damages, given the difficulty to determine, in advance, what actual
      damages may lie.

     

    10.
      Notice. All notices required to be given to any of the parties hereunder shall
      be in writing and shall he deemed to have been sufficiently given for all
      purposes when presented personally to such party or sent by certified or
      registered mail, return receipt requested, to such party at its address set
      forth below:

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              If
                to the Maker: 

            	
              ICC
                WORLDWIDE, INC.

            


    

    3334
      E.
      Coast Hwy #424 

    Corona
      del Mar, CA 92625

    


    
      	
              If
                to the Payee: 

            	
              The
                Karyn M. Blaise Irrevocable Trust 

            


    

    1800
      2nd
      Street,
      Suite 758

    
      	 	 	
              Sarasota,
                FL 34236

            


    

     

    Such
      notice shall be deemed to be given when received if delivered personally or
      five
      (5) business days after the date mailed. Any notice mailed shall be sent by
      certified or registered mail. Any notice of any change in such address shall
      also be given in the manner set forth above. Whenever the giving of notice
      is
      required, the giving of such notice may be waived in writing by the party
      entitled to receive such notice.

     

    11.
      Piggyback
      Registration Rights.
      If, at
      any time prior to the maturity of this note, or while shares converted hereunder
      are still held by Holder, the Company proposes
      to conduct an offering of its securities so as to register any of its securities
      under the Securities Act of 1933 (the “Act”), including under an S-1
      Registration Statement or otherwise, it will at such time give written notice
      to
      the Holder, or their assigns, of its intention to do so. Upon the written
      request of the Holder, or assigns, given within ten (10) days after receipt
      of
      any such notice, the Company will use its best efforts to cause the conversion
      shares to be registered under the Act (with the securities which it at the
      time
      propose to register). All expenses incurred by the Company in complying with
      this Section, including without limitation all registration and filing fees,
      listing fees, printing expenses, fees and disbursements of all independent
      accountants, or counsel for the Company and the expense of any special audits
      incident to or required by any such registration and the expenses of complying
      with the securities or blue sky laws of any jurisdiction shall be paid by the
      Company. 

    


    12.
      Severability. In the event that any provision of this Note is held to be
      invalid, illegal or unenforceable in any respect or to any extent, such
      provision shall nevertheless remain valid, legal and enforceable in all such
      other respects and to such extent as may be permissible. Any such invalidity,
      illegality or unenforceability shall not affect any other provisions of this
      Note, but this Note shall be construed as if such invalid, illegal or
      unenforceable provision had never been contained herein.

     

    13.
      Successors and Assigns. This Note inures to the benefit of the Payee and binds
      the Maker, and its respective successors and assigns, and the words “Payee” and
“Maker” whenever occurring herein shall be deemed and construed to include such
      respective successors and assigns.

     

    14.
      Entire Agreement. This Note embodies the entire understanding and agreement
      between the parties hereto with respect to the subject matter hereof and
      supersedes all prior agreements and understandings, whether express or implied,
      oral and written.

     

    15.
      Modification of Agreement. This Note may not be modified, altered or amended,
      except by an agreement in writing signed by both the Maker and the
      Payee.

     

    16.
      Governing Law. This instrument shall be construed according to and governed
      by
      the laws of the State of Florida.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    17.
      Consent to Jurisdiction and Service of Process. Maker irrevocably appoints
      each
      and every officer of Maker as its attorney upon whom may be served any notice,
      process or pleading in any action or proceeding against it arising out of or
      in
      connection with this Note; and Maker hereby consents that any action or
      proceeding against it be commenced and maintained in any court within the State
      of Illinois by service of process on any such, officer; and Maker agrees that
      the courts of the State of Illinois shall have jurisdiction with respect to
      the
      subject matter hereof and the person of Maker. Notwithstanding the foregoing,
      Payee, in its absolute discretion may also initiate proceedings in the courts
      of
      any other jurisdiction in which Maker may be found or in which any of its
      properties may be located. 

    


    18.
      This
      Note is made contemporaneously with a note payable to the Stealth Fund, LLLP,
      which is designed to be identical in all respects to this Note. Both this Note
      and the note to the Stealth Fund, LLLP will be treated equally for purposes
      of
      the Maker’s obligations and Maker will use its best efforts not favor one note
      over the other note in the execution of Makers obligations under the respective
      notes. 

    


     

    IN
      WITNESS WHEREOF, Maker has duly executed this Note on July 9, 2008.

     

    
      	 	 	 


    

     

    
      	 	
              ICC
                WORLDWIDE, INC. 

            
	 	 
	 	
              /s/
                Richard K Lauer

            
	 	
              Richard
                K. Lauer, President