EXHIBIT
      4.1

    


    PROMISSORY
      NOTE

    


    
      	$1,500,000.00	
              January
                15, 2008 

            


    

    
      Corona
        Del
        Mar,
        California

    

     

    FOR
      VALUE
      RECEIVED, ICC Worldwide, Inc (formally known as Torbay Holdings, Inc.), a
      Delaware corporation (the "Maker"), promises to pay to the order of The Black
      Diamond Fund, LLLP (the "Holder"), a Minnesota Limited Partnership having a
      place of business at 1800 Second St, Ste 758, Sarasota, FL 34236 or such other
      address as the Holder may from time to time designate in writing to the Maker,
      the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000.00)
      with interest on the unpaid balance as hereinafter provided. 

     

    
      	
              1.

            	
              Interest
                Rate.
                The interest rate on this note is 10.0% per annum, compounded monthly
                on
                the last day of each month. 

            


    

     

    
      	
              2.

            	
              Payments
                By Maker.
                Payments of interest and/or principal by Maker to Holder are due
                on the
                15th
                of
                each month and shall be paid as
                follows:

            


    

     

    
      	 	
              a.

            	
              For
                the first 24 payments starting with the first payment due February
                15,
                2008, the payment due shall be calculated on an interest only basis
                with
                no principal due. Interest shall be computed on the basis of twelve
                30 day
                months and the actual number of days
                elapsed

            


    

     

    
      	 	
              b.

            	
              For
                the following 180 months, commencing with the payment due February
                15,
                2010, the Maker shall pay the Holder $16,119.08 each month, which
                is the
                monthly amount of principal and interest calculated to completely
                amortize
                the note in 15 years based on equal monthly payments of principal
                and
                interest. Maker and Holder agree to revise this payment amount if
                less
                than the full amount is loaned by
                Holder.

            


    

     

    
      	 	
              c.

            	
              Payments
                to Holder will be made to Holder by check to Holder at 155 Revere
                Drive,
                Suite 10, Northbrook IL 60062 or by wire transfer to Holder’s bank
                pursuant to instructions delivered by Holder to the
                Maker.

            


    

     

    
      	
              3.

            	
              Maturity
                Date:
                Notwithstanding the foregoing, any and all outstanding principal
                and
                accrued interest on this Note otherwise due is due on the first to
                occur
                of the following:

            


    

     

    
      	 	
              a.

            	
              January
                15, 2013, or

            


    

     

    
      	 	
              b.

            	
              The
                sale in one or more closely related transactions of fifty percent
                (50%) or
                more or the assets and/or common stock of Maker,
                or

            


    

     

    
      	 	
              c.

            	
              The
                occurrence of an event of default as defined
                below.

            


    

     

    
      	
              4.

            	
              Prepayment
                Penalty.
                Notwithstanding
                the foregoing, the Maker may prepay up to all the principal amount
                of this
                Note and all accrued and unpaid interest at any time without incurring
                any
                penalty.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Security.
                Maker pledges and grants to Holder a security interest in all the
                assets
                of Maker as security for this Note.


            


    

     

    
      	 	
              a.

            	
              Maker
                will cooperate with Holder to perfect such security interests as
                Holder
                may reasonably require from time to time.


            


    

     

    
      	 	
              b.

            	
              Holder
                agrees to subordinate Holder’s security interest under this paragraph to
                any valid bank or other financial institution loan or line of credit
                made
                to Maker or a subsidiary of the Maker and will reasonably cooperate
                with
                Maker to effect that subordination.


            


    

     

    
      	
              6.

            	
              Events
                of Default. 
                The following shall constitute “Events of Default” under this Note:
                

            


    

     

    
      	 	
              a.

            	
              The
                Maker fails to make any payment required by this Note within 10 days
                after
                written notice from Holder that such payment is due; provided, however,
                that after Holder has give such a notice two times during the life
                of this
                Note, then it shall be an Event of Default if Maker thereafter fails
                to
                make any payment required within 10 days after its due date without
                Holder
                being required to give any notice. 

            


    

     

    
      	 	
              b.

            	
              The
                Maker becomes insolvent or unable to pay its debts as they mature
                or makes
                an assignment for the benefit of creditors, or any proceeding is
                instituted by or against the Maker alleging that the Maker is insolvent
                or
                unable to pay its debts as they mature, and any such proceeding,
                if
                involuntary, is not dismissed or stayed on appeal or otherwise within
                30
                days. 

            


    

     

    
      	 	
              c.

            	
              Upon
                the occurrence of an Event of Default, the entire unpaid principal
                amount
                of this Note together with accrued but unpaid interest thereon, shall
                at
                once become due and payable without requiring notice by the Holder.
                Failure to provide notice shall not constitute a waiver of this right.
                From the date an Event of Default first occurs until such Event of
                Default
                is cured, interest shall accrue at a rate of the lesser of 18% per
                annum
                or the maximum rate permitted by applicable law, compounded monthly.
                

            


    

     

    
      	
              7.

            	
              Other
                Conditions.
                The following other conditions shall apply to this Note.
                

            


    

    


    
      	 	
              a.

            	
              This
                Note shall be governed and construed in accordance with the laws
                of the
                State of Illinois, without regard to conflict of laws principles
                thereof.
                The Maker hereby consents to the jurisdiction of the courts located
                in
                Cook County, Illinois, as the exclusive forum to resolve any disputes
                arising out of this Note. The Maker hereby waives any objection it
                may
                have to the jurisdiction of such courts or the laying of venue in
                such
                county. 

            


    

    


    
      	 	
              b.

            	
              The
                Maker agrees to pay or reimburse the Holder and any other holder
                hereof of
                all costs and expenses of preparing, seeking advice in regard to,
                enforcing, and preserving its rights under this Note or any guarantee,
                document or instrument executed in the connection herewith (including
                reasonable attorneys’ fees and costs and reasonable time charges of
                attorneys who may be employees of the Holder, whether in or out of
                court,
                in original or appellate proceedings or in bankruptcy.)
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              c.

            	
              Except
                as provided in this Note, presentment, protest, notice, notice of
                dishonor, demand for payment, notice of protest and notice of non-payment
                are hereby waived. 

            


    

    


    
      	 	
              d.

            	
              The
                failure or delay by the Holder of this Note in exercising any of
                his
                rights hereunder in any instance shall not constitute a waiver thereof
                in
                that or any other instance. The Holder of this Note may not waive
                any of
                its rights, except in an instrument in writing signed by the
                Holder.

            


    

    


    
      	 	
              e.

            	
              This
                Note is not convertible into the preferred or the common stock of
                Maker by
                Holder. 

            


    

     

    This
      Note
      may not be amended except in a writing signed by the Maker. 

    


    
      
        	/s/
                Richard K Lauer 
	
                Richard
                  K. Lauer 

                President
                  and Chief Executive Officer 

                ICC
                  Worldwide, Inc.