EXHIBIT
      10.2

    


    THIRD
      AMENDMENT TO 

    SHARE
      PURCHASE AGREEMENT

    


    


    This
      Third Amendment (“Third Amendment”) is made as of this 13th
      day of
      December, 2007, by and between ICC WORLDWIDE, INC. (formerly Torbay Holdings,
      Inc.) a Delaware corporation (the “Issuer” or the “Company”) and 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 

    


    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 Series B preferred stock for the
      Series C preferred stock which had more favorable preferences over the Series
      B
      stock (the Original Agreement, as amended by the First Amendment and the Second
      Amendment is hereinafter referred to as the “Existing Agreement”); and


    


    WHEREAS,
      the Issuer and Buyer now seek to further amend the Existing Agreement to provide
      for the additional sale of common stock and preferred stock to Buyer in the
      amount of $250,000 on the essentially same terms and conditions as the Existing
      Agreement, 

    


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

    


    1)
      Paragraph 3.1 is amended by being deleted in its entirety and replaced with
      

    


    3.1 Purchase
      and Sale of Shares.
      

    


    3.1.1 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 8,554,557
      super-voting preferred shares (the “Series C Preferred Stock”), with each share
      of Series C Preferred Stock holding sixty times the voting rights of a single
      share of common stock, such that if a share of common stock has one vote, a
      share of Series C Preferred Stock has 60 votes. 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 with the preferences noted above.




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.1.2
       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 39,921,244 shares
      of Company common Stock (the “Common Stock”).

    


    2)
      Paragraph 3.2 is amended by being deleted in its entirety and replaced with
      

    


    3.2 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 Million and Twenty Eight Thousand Dollars
      ($2,028,000) payable in cash or by cashier’s or certified check or by wire
      transfer. Of this total, $616,384 is to purchase the preferred shares in
      paragraph 3.1.1 above and $1,411,616 is to purchase of the common shares in
      paragraph 3.1.2 above.

    


    3)
      Paragraph 3.4.1 is deleted in its entirety and replace as follows:

    


    3.4.1. 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 pursuant to
      Paragraph 3.4.2, twenty three percent (23.0%) 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.

    


    


    IN
      WITNESS WHEREOF, this Third 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
                Black Diamond Fund, LLLP

            	
              ICC
                Worldwide, Inc.