EXHIBIT
      10.1

    


    SHARE PURCHASE AGREEMENT

    


    


    This
      agreement (“Agreement”) is made as of this 3rdth
      day of
      December, 2007, by and between ICC Worldwide, Inc. (formally Torbay Holdings,
      Inc), a Delaware Corporation (“Issuer” or the “Company”) and The Melanie S.
      Altholtz Irrevocable Trust which is located at 1800 Second St, Ste 758,
      Sarasota, FL 34236 (“Buyer”).

    


    WITNESSETH:

    


    WHEREAS,
      Issuer desires to sell and Buyer desires to purchase for the consideration
      hereinafter set forth certain shares of Preferred and Common stock of the
      Company; and

     

    WHEREAS
      Buyer is an investor in The Black Diamond Fund, LLLP, a Minnesota limited
      liability limited partnership which holds preferred and common stock of the
      Issuer in its portfolio; and 

    


    WHEREAS,
      Issuer and Buyer desire to set forth in this Agreement all the terms, conditions
      and covenants upon which such purchase and sale are to be
      consummated;

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements,
      representations, herein contained, Issuer and Buyer agree as
      follows:

    


    
      	
              1.

            	
              Purchase
                and Sale of Shares.
                

            


    

    


    1.0.1 Issuer
      shall transfer and convey to Buyer and Buyer shall purchase from Issuer subject
      to the terms and conditions hereinafter set forth, a total of 1,054,552 shares
      of the Company’s Series C preferred stock. Such transfer and conveyance is
      contingent upon the Delaware Secretary of State’s approval of the Certificate of
      Designations for a total of 10,000,000 shares of the Company’s preferred stock
      as Series C preferred stock. 

    


    1.0.2
       Issuer
      shall transfer and convey to Buyer and Buyer shall purchase from Issuer subject
      to the terms and conditions hereinafter set forth, a total of 4,921,267 shares
      of Company common Stock (the “Common Stock”).

    


    1.1 Purchase
      Price.
      As
      consideration for the sale of the Shares by Issuer to Buyer and the performance
      by Issuer of all of the terms and conditions of this Agreement, Buyer shall
      pay
      to Issuer the total sum of up to Two Hundred and Fifty Thousand Dollars
      ($250,000) payable in cash or by wire transfer. Of this total, $75,984 is to
      purchase the preferred shares in paragraph 1.0.1 above and $174,016 is to
      purchase the common shares in paragraph 1.0.2 above.

    


    
      	
              2.

            	
              Put
                Option.
                At
                the Buyer’s election the Company must repurchase the shares of Series C
                Preferred Stock held by the Buyer as
                follows:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2.1 Starting
      in the third calendar quarter of 2008, the Company will set aside for the
      purchase from the Buyer of shares of Series C Preferred Stock three (3%) of
      its
      positive net income before income taxes as reported in the Company’s Form 10-QSB
      or Form 10-KSB as required to be filed by SEC regulations for the calendar
      quarter for which the election by Buyer is made.

    


    2.2 Within
      twenty [20] days of the start of the calendar quarter for which the election
      is
      to be made, Buyer must give to the Company written notice of such election.
      The
      parties shall use their best efforts to consummate the sale of the shares within
      ten days after the filing of the required 10-KSB or 10-QSB with the SEC for
      the
      quarter in which the election is made. In connection with such sale the Company
      shall deliver to the Buyer the immediately available funds set aside in
      paragraph 2.1 to purchase shares at the rate of $1 per Series C Preferred share
      and the Buyer shall deliver to the Company a certificate or certificates for
      the
      shares of Series C Preferred Stock being sold by the Buyer to the Company,
      together with an executed stock power transferring such shares to the Company.
      

    


    2.3 The
      election by the Buyer under this Section 2.2 is not cumulative and lapses for
      any quarter the option is not timely elected. 

    


    
      	
              3.

            	
              Representation
                and Warranties of Buyer.
                Buyer represents, warrants and agrees for the benefit of Issuer as
                follows:

            


    

    


    3.1. Brokers.
      All
      negotiations relative to this Agreement and the transactions contemplated hereby
      have been carried on by Buyer directly with Issuer and without the intervention
      of any other person. Buyer has not acted in any manner as to give rise to any
      valid claims against either of the parties hereto for a finder’s fee, brokerage
      commission or any other like payment.

    


    3.2. Investment
      Representations.
      Buyer
      understands that the Shares have not been registered under the Securities Act
      of
      1933, as amended, and are being sold in reliance upon the exemption afforded
      by
      Section 4(2) thereof for transactions by an issuer not involving any public
      offering. Buyer represents that (i) the Shares are being acquired for investment
      and without any present view toward distribution thereof to any other persons,
      (ii) Buyer will not sell or otherwise dispose of such Shares except in
      compliance with the registration requirements or exemptions provisions under
      the
      Securities Act of 1933, as amended, and the rules and regulations thereunder
      and
      (iii) Buyer is knowledgeable and experienced in financial business matters
      including businesses similar to Company’s. Buyer has no current intention of
      selling, transferring or otherwise disposing of the Shares to any other person
      or entity.

    


    
      	
              4.

            	
              Miscellaneous.

            


    

    


    4.1. Expenses.
      Each
      party to this Agreement shall pay its own costs and expenses (including all
      legal, accounting, broker, finder and investment banker fees) relating to this
      Agreement, the negotiations leading up to this Agreement and the transactions
      contemplated by this Agreement.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4.2. Amendment.
      This
      Agreement shall not be amended or modified except by a writing duly executed
      by
      Issuer and Buyer.

    


    4.3. Entire
      Agreement.
      This
      Agreement, including the Schedules and the other instruments, agreements and
      documents delivered pursuant to this Agreement, contain all of the terms,
      conditions and representations and warranties agreed upon by the parties
      relating to the subject matter of this Agreement and supersede all prior
      agreements, negotiations, correspondence, undertakings and communications of
      the
      parties, oral or written, respecting such subject matter.

    


    4.4. Headings.
      The
      headings contained in this Agreement are intended solely for the convenience
      and
      shall not affect the rights of the parties to this Agreement.

    


    4.5. Notices.
      All
      notices, requests, demands and other communications made in connection with
      this
      Agreement shall be in writing and shall be deemed to have been duly given on
      the
      date of delivery, if delivered to the persons identified below, or three days
      after mailing if mailed by certified or registered mail, postage prepaid, return
      receipt requested, or via electronic mail (e-mail) addressed as
      follows:

    


    


    
      	 	
              If
                to Issuer:

            	
              If
                to Buyer:

            


    

    
      	 	
              ICC
                Worldwide, Inc.

            	
              The
                Melanie S. Altholtz Irrevocable Trust


            


    

    
      	 	
              Attn:
                Rich Lauer. President

            	
              Attn:
                Adam Altholtz. Trustee

            


    

    
      	 	
              3334
                E. Coast Hwy #424

            	
              1800
                Second St, Ste 758

            


    

    
      	 	
              Corona
                Del Mar, CA 92625-2328

            	
              Sarasota,
                FL 34236

            


    

    


    Such
      addresses may be changed, from time to time, by means of a notice given in
      the
      manner provided in this paragraph.

    


    4.6. Severability.
      If any
      provision of this Agreement is held to be unenforceable for any reason, it
      shall
      be adjusted rather than voided, if possible, in order to achieve the intent
      of
      the parties to this Agreement to the extent possible. In any event, all other
      provisions of this Agreement shall be deemed valid and enforceable to the full
      extent possible.

    


    4.7. Waiver.
      Waiver
      of any term or condition of this Agreement by any party shall only be effective
      if in writing and shall not be construed as a waiver of any subsequent breach
      or
      failure of the same term or condition, or a waiver of any other term or
      condition of this Agreement.

    


    4.8. Binding
      Effect - Assignment.
      No
      party to this Agreement may assign or delegate, by operation of law or
      otherwise, all or any portion of its rights, obligations or liabilities under
      this Agreement without the prior written consent of the other party to this
      Agreement, which it may withhold in its absolute discretion.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4.9. No
      Third Party Beneficiaries.
      Nothing
      in this Agreement shall confer any rights upon any person or entity which is
      not
      a party or an assignee of a party to this Agreement.

    


    4.10. Counterparts.
      This
      Agreement may be signed in any number of counterparts with the same effect
      as if
      the signatures to each counterpart were upon a single instrument, and all such
      counterparts together shall be deemed an original of this
      Agreement.

    


    4.11. Governing
      Laws.
      This
      Agreement and any disputes thereto will be governed by and construed under
      the
      laws of the State of Florida without giving effect to any choice of law or
      conflict of law provision or rule (whether of the State of Florida any other
      jurisdiction) that would require the application of any other law. 

    


    4.12. Successors.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns.

    


    4.13. Cooperation.
      Buyer
      and Issuer will cooperate with each other and cause its employees to cooperate
      with the other, including the giving of testimony, in connection with any
      litigation or similar matter arising out of the operation of the Company’s
      business or this Agreement.

    


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

    


    
      	
              Buyer:

            	
              Issuer:

            
	 	 
	
              /s/
                Adam Altholtz

            	
              /s/
                Richard K Lauer

            
	
              Adam
                Altholtz, Trustee

            	
              Richard
                K Lauer, President

            
	
              The
                Melanie S. Altholtz Irrevocable Trust 

            	
              ICC
                Worldwide, Inc.

            
	 	
              (formerly
                Torbay Holdings, Inc.)