Unassociated Document


    EXHIBIT
      10.1 

    


    FIFTH
      AMENDMENT TO 

    SHARE
      PURCHASE AGREEMENT

    


    


    This
      Fifth Amendment (“Fourth Amendment”) is made as of this 9th
      day of
      July, 2008, by and between ICC WORLDWIDE, INC. (formerly, Torbay Holdings,
      Inc.), a Delaware corporation (the “Issuer” or the “Company”) and THE ADAMAS
      FUND, LLLP (formerly THE BLACK DIAMOND FUND, LLLP), a Minnesota limited
      liability limited partnership (the “Buyer”). 

    


    WITNESSETH:

    


    WHEREAS,
      the Issuer and the Buyer entered into a Share Purchase Agreement (the “Original
      Agreement”) dated June 29, 2007 in which the Issuer sold preferred stock and
      common stock to the Buyer; and

    


    WHEREAS,
      the Original Agreement was amended by a First Amendment dated July 24, 2007
      (the
“First Amendment”) to clarify certain representations and terms of that
      Agreement following the signing of the Original Agreement, and 

    


    WHEREAS,
      the Original Agreement was further amended by a Second Amendment dated September
      28, 2007 (the “Second Amendment”) to change the Put Option held by Black Diamond
      under the Original Agreement and to swap the Company’s Series B preferred stock
      held by Black Diamond for the Company’s Series C preferred stock which had more
      favorable preferences to Black Diamond than the Series B stock, and

    


    WHEREAS,
      the Original Agreement was further amended by a Third Amendment dated December
      17, 2007 (“the Third Amendment”) to increase the amount of stock purchased under
      the agreement and to further change the Put Option held by Buyer; and


    


    WHEREAS,
      the Original Agreement was further amended by a Fourth Amendment dated January
      15, 2008 (“the Fourth Amendment”) which further changed the Put Option held by
      Buyer and granted certain warrants to the Buyer, (the Original Agreement, as
      amended by the First Amendment, the Second Amendment, the Third Amendment,
      and
      the Fourth Amendment is hereinafter referred to as the “Existing Agreement”);
      and

    


    WHEREAS,
      the Issuer and Buyer now seek to further amend the Existing Agreement to further
      change the Put Option as part of the consideration for a loan being made to
      the
      Company by two other investors which are requiring preference in the
      availability of cash to pay back the loan. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    NOW,
      THEREFORE, the Issuer and the Buyer hereby amend the Existing Agreement as
      follows: 

    


    1.
      Paragraphs 3.4.1 and Paragraph 3.4.1.1 are deleted in their entirety and
      replaced as follows:

    


    3.4.1. During
      each quarter set forth in the table below, the Company will set aside for the
      purchase from the Buyer of shares of Series C Preferred Stock pursuant to
      Paragraph 3.4.2, the following percentage of its positive net income before
      income taxes in excess of $50,000 per calendar quarter for the preceding quarter
      as reported in the Company’s Quarterly Report on Form 10-QSB or as determined in
      connection with the preparation of the Company’s Form 10-KSB for the period
      ended on the last day of the preceding quarter..

    


    


    


    
      	
              Calendar
                Quarter

            	
              Percentage
                of 

              Pretax
                Income

            
	
              3rd
                and 4th
                2008 and 1st
                and 2nd 2009

            	
              10.0%

            
	
              3rd
                and 4th
                2009 and 1st
                and 2nd 2010

            	
              20.0%

            
	
              3rd
                and 4th
                2010 and 1st
                and 2nd 2011

            	
              25.0%

            
	
              3rd
                and 4th
                2011 and 1st
                and 2nd 2012

            	
              30.0%

            


    

    


    3.4.1.1
      Buyer
      agrees to waive, defer or subordinate Issuer’s requirement to set aside all or a
      portion of the amount of Issuer’s positive net income before income taxes that
      Issuer is required to set aside pursuant to Paragraph 3.4.1 to the extent
      reasonably necessary to enable the Issuer to obtain from any bona fide lender
      loans or lines of credit. Buyer will at its expense promptly and reasonably
      cooperate with Issuer and any bona fide lender to effect such waiver, deferment
      or subordination including executing such documents and instruments as shall
      reasonably be necessary therefore. 

    


    2.
      Paragraph 5.17 is added: 

     

    5.17
       Call
      Option.
      At any
      time and from time to time, the Company may buy back up to 50% of the total
      Series C stock held by the Buyer on the date of the signing of this amendment
      at
      the liquidation price as stated in the designation of the Series C stock. Upon
      tender of the cash to purchase the Series C stock, Buyer may not convert the
      Series C stock which is the subject of the tender, to common stock 

    


     

    IN
      WITNESS WHEREOF, this Fifth Amendment has been executed by the parties hereto
      the day and year first above written.

    


    
      	
              Buyer:

            	
              Issuer:

            
	 	 
	
              /s/
                Brandon Goulding

            	
               /s/
                Richard K Lauer

            
	
              Brandon
                Goulding, Investment Advisor

            	
              Richard
                K Lauer, President

            
	
              The
                Adamas Fund, LLLP

            	
              ICC
                Worldwide, Inc.