EXHIBIT
      4.2

    


    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS
      WARRANT (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
      OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER
      THE
      SECURITIES ACT.

    


    WARRANT
      TO PURCHASE

    


    WARRANT
      #2008-1

    


    COMMON
      STOCK, PAR VALUE $.0001 PER SHARE

    


    OF

    


    ICC
      WORLDWIDE, INC.

    


    This
      certifies that, for value received, The Black Diamond Fund , LLLP, or registered
      assigns ("Warrantholder"), is entitled to purchase from ICC Worldwide, Inc.,
      (formally Torbay Holdings, Inc., the "Company"), subject to the provisions
      of
      this Warrant, at any time and from time to time until 5:00 p.m. Pacific Standard
      Time on January 15, 2013, fifteen million (15,000,000) shares of the Company's
      Common Stock, par value $.0001 per share ("Warrant Shares"). The purchase price
      payable upon the exercise of this Warrant shall be $.01 per Warrant Share.
      The
      Warrant Price and the number of Warrant Shares which the Warrantholder is
      entitled to purchase is subject to adjustment upon the occurrence of the
      contingencies set forth in Section 3 of this Warrant, and as adjusted from
      time
      to time, such purchase price is hereinafter referred to as the "Warrant
      Price."

    


    This
      Warrant is subject to the following terms and conditions:

    


    I.
      Exercise of Warrant.

    


    (a)
      This
      Warrant may be exercised in whole or in part but not for a fractional share.
      Upon delivery of this Warrant at the offices of the Company or at such other
      address as the Company may designate by notice in writing to the registered
      holder hereof with the Subscription Form annexed hereto duly executed,
      accompanied by payment of the Warrant Price for the number of Warrant Shares
      purchased (in cash, by certified, cashier's or other check acceptable to the
      Company, by Common Stock of the Company having a Market Value (as hereinafter
      defined) equal to the aggregate Warrant Price for the Warrant Shares to be
      purchased, or any combination of the foregoing), the registered holder of this
      Warrant shall be entitled to receive a certificate or certificates for the
      Warrant Shares so purchased. Such certificate or certificates shall be promptly
      delivered to the Warrantholder. Upon any partial exercise of this Warrant,
      the
      Company shall execute and deliver a new Warrant of like tenor for the balance
      of
      the Warrant Shares purchasable hereunder.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
      In
      lieu of exercising this Warrant pursuant to Section 1(a), the holder may elect
      to receive shares of Common Stock equal to the value of this Warrant determined
      in the manner described below (or any portion thereof remaining unexercised)
      upon delivery of this Warrant at the offices of the Company or at such other
      address as the Company may designate by notice in writing to the registered
      holder hereof with the Notice of Cashless Exercise Form annexed hereto duly
      executed. In such event the Company shall issue to the holder a number of shares
      of the Company's Common Stock computed using the following formula:

    


    X
      =
      Y(A-B)/A

    


    Where   
      X = the number of shares of Common Stock to be issued to the
      holder.

    Y
      = the
      number of shares of Common Stock purchasable under this Warrant (at the date
      of
      such calculation). 

    A
      = the
      Market Value of the Company's Common Stock on the business day immediately
      preceding the day on which the Notice of Cashless Exercise is received by the
      Company. 

    B
      =
      Warrant Price (as adjusted to the date of such calculation).

    


    (c)
      The
      Warrant Shares deliverable hereunder shall, upon issuance, be fully paid and
      non-assessable and the Company agrees that at all times during the term of
      this
      Warrant it shall cause to be reserved for issuance such number of shares of
      its
      Common Stock as shall be required for issuance and delivery upon exercise of
      this Warrant. 

    


    (d)
      For
      purposes of this Warrant, the Market Value of a share of Common Stock on any
      date shall be equal to (i) the closing bid price per share as published by
      a
      national securities exchange on which shares of Common Stock (or other units
      of
      the security) are traded (an "Exchange") on such date or, if there is no bid
      for
      Common Stock on such date, the bid price on such exchange at the close of
      trading on the next earlier date or, (ii) if shares of Common Stock are not
      listed on a national securities exchange on such date, the closing bid price
      per
      share as published on the National Association of Securities Dealers Automatic
      Quotation System ("NASDAQ") National Market System if the shares are quoted
      on
      such system on such date, or (iii) the closing bid price in the over-the-counter
      market at the close of trading on such date if the shares are not traded on
      an
      exchange or listed on the NASDAQ National Market System, or (iv) if the Common
      Stock is not traded on a national securities exchange or in the over-the-counter
      market, the fair market value of a share of Common Stock on such date as
      determined in good faith by the Board of Directors. If the holder disagrees
      with
      the determination of the Market Value of any securities of the Company
      determined by the Board of Directors under Section 1(d)(iv) the Market Value
      of
      such securities shall be determined by an independent appraiser acceptable
      to
      the Company and the holder (or, if they cannot agree on such an appraiser,
      by an
      independent appraiser selected by each of them, and Market Value shall be the
      median of the appraisals made by such appraisers). If there is one appraiser,
      the cost of the appraisal shall be shared equally between the Company and the
      holder. If there are two appraisers, each of the Company and the holder shall
      pay for its own appraisal.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    II.
      Transfer or Assignment of Warrant.

    


    (a)
      Any
      assignment or transfer of this Warrant shall be made by surrender of this
      Warrant at the offices of the Company or at such other address as the Company
      may designate in writing to the registered holder hereof with the Assignment
      Form annexed hereto duly executed and accompanied by payment of any requisite
      transfer taxes, and the Company shall, without charge, execute and deliver
      a new
      Warrant of like tenor in the name of the assignee for the portion so assigned
      in
      case of only a partial assignment, with a new Warrant of like tenor to the
      assignor for the balance of the Warrant Shares purchasable. 

    


    (b)
      Prior
      to any assignment or transfer of this Warrant, the holder thereof shall deliver
      an opinion of counsel to the Company to the effect that the proposed transfer
      may be effected without registration under the Act.

    


    III.
      Adjustment of Warrant Price and Warrant Shares — Anti-Dilution
      Provisions.

    


    A.
      (1)
      Except as hereinafter provided, in case the Company shall at any time after
      the
      date hereof issue any shares of Common Stock (including shares held in the
      Company's treasury) without consideration, then, and thereafter successively
      upon each issuance, the Warrant Price in effect immediately prior to each such
      issuance shall forthwith be reduced to a price determined by multiplying the
      Warrant Price in effect immediately prior to such issuance by a
      fraction:

    


    (a)
      the
      numerator of which shall be the total number of shares of Common Stock
      outstanding immediately prior to such issuance, and 

    


    (b)
      the
      denominator of which shall be the total number of shares of Common Stock
      outstanding immediately after such issuance.

    


    For
      the
      purposes of any computation to be made in accordance with the provisions of
      this
      clause (1), the following provisions shall be applicable:

    


    (i)
      Shares of Common Stock issuable by way of dividend or other distribution on
      any
      stock of the Company shall be deemed to have been issued and to be outstanding
      at the close of business on the record date fixed for the determination of
      stockholders entitled to receive such dividend or other distribution and shall
      be deemed to have been issued without consideration. Shares of Common Stock
      issued otherwise than as a dividend, shall be deemed to have been issued and
      to
      be outstanding at the close of business on the date of issue.

    


    (ii)
      The
      number of shares of Common Stock at any time outstanding shall not include
      any
      shares then owned or held by or for the account of the Company. 

    


    (2)
      In
      case the Company shall at any time subdivide or combine the outstanding shares
      of Common Stock, the Warrant Price shall forthwith be proportionately decreased
      in the case of the subdivision or proportionately increased in the case of
      combination to the nearest one cent. Any such adjustment shall become effective
      at the close of business on the date that such subdivision or combination shall
      become effective.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    B.
      In the
      event that the number of outstanding shares of Common Stock is increased by
      a
      stock dividend payable in shares of Common Stock or by a subdivision of the
      outstanding shares of Common Stock, which may include a stock split, then from
      and after the time at which the adjusted Warrant Price becomes effective
      pursuant to the foregoing Subsection A of this Section by reason of such
      dividend or subdivision, the number of shares issuable upon the exercise of
      this
      Warrant shall be increased in proportion to such increase in outstanding shares.
      In the event that the number of outstanding shares of Common Stock is decreased
      by a combination of the outstanding shares of Common Stock, then, from and
      after
      the time at which the adjusted Warrant Price becomes effective pursuant to
      such
      Subsection A of this Section by reason of such combination, the number of shares
      issuable upon the exercise of this Warrant shall be decreased in proportion
      to
      such decrease in outstanding shares.

    


    C.
      In the
      event of an adjustment of the Warrant Price, the number of shares of Common
      Stock (or reclassified stock) issuable upon exercise of this Warrant after
      such
      adjustment shall be equal to the number determined by dividing:

    


    (1)
      an
      amount equal to the product of (i) the number of shares of Common Stock issuable
      upon exercise of this Warrant immediately prior to such adjustment, and (ii)
      the
      Warrant Price immediately prior to such adjustment, by 

    


    (2)
      the
      Warrant Price immediately after such adjustment. 

    


    D.
      In the
      case of any reorganization or reclassification of the outstanding shares of
      Common Stock (other than a change in par value, or from par value to no par
      value, or from no par value to par value, or as a result of a subdivision or
      combination) or in the case of any consolidation of the Company with, or merger
      of the Company with, another corporation, or in the case of any sale, lease
      or
      conveyance of all, or substantially all, of the property, assets, business
      and
      goodwill of the Company as an entity, the holder of this Warrant shall
      thereafter have the right upon exercise to purchase the kind and amount of
      shares of stock and other securities and property receivable upon such
      reorganization, reclassification, consolidation, merger or sale by a holder
      of
      the number of shares of Common Stock which the holder of this Warrant would
      have
      received had all Warrant Shares issuable upon exercise of this Warrant been
      issued immediately prior to such reorganization, reclassification,
      consolidation, merger or sale, at a price equal to the Warrant Price then in
      effect pertaining to this Warrant (the kind, amount and price of such stock
      and
      other securities to be subject to adjustment as herein provided).

    


    E.
      In
      case the Company shall, at any time prior to the expiration of this Warrant
      and
      prior to the exercise thereof, dissolve, liquidate or wind up its affairs,
      the
      Warrantholder shall be entitled, upon the exercise thereof, to receive, in
      lieu
      of the Warrant Shares of the Company which it would have been entitled to
      receive, the same kind and amount of assets as would have been issued,
      distributed or paid to it upon such Warrant Shares of the Company, had it been
      the holder of record of shares of Common Stock receivable upon the exercise
      of
      this Warrant on the record date for the determination of those entitled to
      receive any such liquidating distribution. After any such dissolution,
      liquidation or winding up which shall result in any distribution in excess
      of
      the Warrant Price provided for by this Warrant, the Warrantholder may at its
      option exercise the same without making payment of the aggregate Warrant Price
      and in such case the Company shall upon the distribution to said Warrantholder
      consider that the aggregate Warrant Price has been paid in full to it and in
      making settlement to said Warrantholder, shall deduct from the amount payable
      to
      such Warrantholder an amount equal to the aggregate Warrant Price.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    F.
      In
      case the Company shall, at any time prior to the expiration of this Warrant
      and
      prior to the exercise thereof make a distribution of assets (other than cash)
      or
      securities of the Company to its stockholders (the "Distribution") the
      Warrantholder shall be entitled, upon the exercise thereof, to receive, in
      addition to the Warrant Shares it is entitled to receive, the same kind and
      amount of assets or securities as would have been distributed to it in the
      Distribution had it been the holder of record of shares of Common Stock
      receivable upon exercise of this Warrant on the record date for determination
      of
      those entitled to receive the Distribution.

    


    G.
      Irrespective of any adjustments in the number of Warrant Shares and the Warrant
      Price or the number or kind of shares purchasable upon exercise of this Warrant,
      this Warrant may continue to express the same price and number and kind of
      shares as originally issued.

    


    III.
      Officer's Certificate.

    


    Whenever
      the number of Warrant Shares and the Warrant Price shall be adjusted pursuant
      to
      the provisions hereof, the Company shall forthwith file, at its principal
      executive office a statement, signed by the Chairman of the Board, President,
      or
      one of the Vice Presidents of the Company and by its Chief Financial Officer
      or
      one of its Treasurers or Assistant Treasurers, stating the adjusted number
      of
      Warrant Shares and the new Warrant Price calculated to the nearest one hundredth
      and setting forth in reasonable detail the method of calculation and the facts
      requiring such adjustment and upon which such calculation is based. Each
      adjustment shall remain in effect until a subsequent adjustment hereunder is
      required. A copy of such statement shall be mailed to the
      Warrantholder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IV.
      Charges, Taxes and Expenses

    


    The
      issuance of certificates for Warrant Shares upon any exercise of this Warrant
      shall be made without charge to the Warrantholder for any tax or other expense
      in respect to the issuance of such certificates, all of which taxes and expenses
      shall be paid by the Company, and such certificates shall be issued only in
      the
      name of the Warrantholder.

    


    V.
      Miscellaneous.

    


    (a)
      The
      terms of this Warrant shall be binding upon and shall inure to the benefit
      of
      any successors or assigns of the Company and of the holder or holders hereof
      and
      of the shares of Common Stock issued or issuable upon the exercise
      hereof.

    


    (b)
      No
      holder of this Warrant, as such, shall be entitled to vote or receive dividends
      or be deemed to be a stockholder of the Company for any purpose, nor shall
      anything contained in this Warrant be construed to confer upon the holder of
      this Warrant, as such, any rights of a stockholder of the Company or any right
      to vote, give or withhold consent to any corporate action, receive notice of
      meetings, receive dividends or subscription rights, or

    otherwise.

    


    (c)
      Receipt of this Warrant by the holder hereof shall constitute acceptance of
      an
      agreement to the foregoing terms and conditions.

    


    (d)
      The
      Warrant and the performance of the parties hereunder shall be construed and
      interpreted in accordance with the laws of the State of Delaware and the parties
      hereunder consent and agree that the State and Federal Courts which sit in
      the
      State of Delaware and the County of Nassau shall have exclusive jurisdiction
      with respect to all controversies and disputes arising hereunder.

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer and its corporate seal to be affixed hereto.

    


    Date
      Warrant Effective: January 15, 2008

    


    ICC
      WORLDWIDE, INC.

    


    /s/
      Richard K Lauer

    Richard
      K
      Lauer

    President

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SUBSCRIPTION
      FORM

    


    (TO
      BE
      EXECUTED BY THE REGISTERED HOLDER

    IF
      HE
      DESIRES TO EXERCISE THE WARRANT)

    


    To:
      ICC
      WORLDWIDE, INC.

    


    The
      undersigned hereby exercises the right to purchase _________ shares of
Common
      Stock, par value $.0001 per share, covered by the attached Warrant in
accordance
      with the terms and conditions thereof, and herewith makes payment of
the
      Warrant Price for such shares in full.

    


    Signature:
      _______________________________________

    


    Address:
      _________________________________________

    


    DATED:
      ___________________________

    


    NOTICE
      OF
      EXERCISE OF COMMON STOCK WARRANT

    PURSUANT
      TO NET ISSUE ("CASHLESS") EXERCISE PROVISIONS

    


    Attention:
      Corporate Secretary

    ICC
      Worldwide, Inc. 

    3334
      E.
      Coast Highway #424

    Corona
      del Mar, CA 92625

    

      
        	
                Aggregate
                  Price of Warrant 

              	 	
                $

              	
                _______________

              	 
	 	 	 	 	 
	
                Aggregate
                  Price Being Exercised 

              	 	
                $

              	
                ________________

              	 
	 	 	 	 	 
	
                Warrant
                  Price (per Shares)

              	 	 	
                ________________

              	 
	 	 	 	 	 
	
                Number
                  of Shares of Common Stock to be Issued Under this
                  Notice:______________

              


      

    

    


    CASHLESS
      EXERCISE

    


    Gentlemen:

    


    The
      undersigned, registered holder of the Warrant to Purchase Common Stock delivered
      herewith ("Warrant") hereby irrevocably exercises such Warrant for, and
      purchases thereunder, shares of the Common Stock of ICC Worldwide, Inc.., a
      Delaware corporation, as provided below. Capitalized terms used herein, unless
      otherwise defined herein, shall have the meanings given in the Warrant. The
      portion of the Aggregate Price (as hereinafter defined) to be applied toward
      the
      purchase of Common Stock pursuant to this Notice of Exercise is $__________,
      thereby leaving a remainder Aggregate Price (if any) equal to $__________.
      Such
      exercise shall be pursuant to the net issue exercise provisions of Section
      I.
      (b) of the Warrant; therefore, the holder makes no payment with this Notice
      of
      Exercise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
      number of shares to be issued pursuant to this exercise shall be determined
      by
      reference to the formula in Section I.(b)of the Warrant which requires the
      use
      of the Market Value (as defined in Section I.(d) of the Warrant) of the
      Company's Common Stock on the business day immediately preceding the day on
      which this Notice is received by the Company. To the extent the foregoing
      exercise is for less than the full Aggregate Price of the Warrant, the remainder
      of the Warrant representing a number of Shares equal to the quotient obtained
      by
      dividing the remainder of the Aggregate Price by the Warrant Price (and
      otherwise of like form, tenor and effect) may be exercised under Section I(a)
      of
      the Warrant. For purposes of this Notice the term "Aggregate Price" means the
      product obtained by multiplying the number of shares of Common Stock for which
      the Warrant is exercisable times the Warrant Price.

    


    Signature:_____________________________________

    


    Address:______________________________________

    


    Date:__________________________________________