EXHIBIT
      10,1

    


    FOURTH
      AMENDMENT TO 

    SHARE
      PURCHASE AGREEMENT

    


    This
      Fourth Amendment (“Fourth Amendment”) is made as of this 15th
      day of
      January, 2008, 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, 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 Black Diamond (the
      Original Agreement, as amended by the First Amendment, the Second Amendment,
      and
      the Third 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 in consideration for the issuance to Black Diamond of
      warrants to purchase the Issuer’s common stock. 

    


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

    


    1.
      Paragraph 3.4.1 is deleted in its entirety and replace 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 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 therefor. 

     

    
      	2.  	
              Paragraph
                3.1.3 is added as follows:

            


    

    


    3.1.3  Issuer
      shall promptly issue to Buyer warrants to purchase fifteen million (15,000,000)
      shares of the Issuer’s common stock of Issuer for $.01 per share which warrants
      shall be immediately exercisable upon issuance and continue to be exercisable
      for a period of 5 years after issuance. Such warrants will be in the form
      attached.

     

    IN
      WITNESS WHEREOF, this Fourth 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.