Unassociated Document


     

    EXHIBIT
      4.1

    


    PROMISSORY
      NOTE

    


    FOR
      VALUE
      RECEIVED, ICC WORLDWIDE, INC. (the “Maker” or the “Company”), a Delaware
      corporation, having a mailing address at 3334
      E.
      Coast Hwy #424 Corona del Mar, CA 92625,
      hereby
      promises to pay to the order of The Adamas Fund, LLLP, a Minnesota Limited
      Partnership, (“Payee”) at Payee’s office located at 1800 Second St., Ste 758,
      Sarasota, FL 34236 or at such other place as Payee shall hereafter designate
      in
      writing to Maker, the principal amount of $350,000 or such lesser amount as
      may
      then
      constitute the unpaid aggregate principal amount of the loans made by Payee
      to
      Maker.
      This
      Promissory Note (this “Note”) is issued to evidence Maker’s obligation to repay
      loans made from time to time by the Payee to the Company for the Company’s
      operations.

    


    1.
      Tranches. Maker has requested that Payee make loans to Maker as follows: based
      on meeting milestones attached as Exhibit (A).

     

    
      	$150,000 on October 15, 2008
	$115,000 on
              November 15, 2008
	$ 85,000 on
              December 15, 2008


    

     

    2.
      Maturity. The outstanding principal and accrued interest under this Note shall
      be due and payable on December 31, 2009 (the “Maturity Date”). 

    


    3.
      Payments of Interest. Through February 28, 2009, interest in the outstanding
      principal amount of this Note shall accrue at the rate set forth in Paragraph
      4.
      All accrued interest on this Note shall be payable commencing March 1, 2009
      and
      on the first day of each month thereafter until this Note is paid in full.
      

    


    4.
      Interest Rate. The outstanding principal balance of this Note shall bear
      interest at a rate of 10% per annum based on a 365 day year. 

    


    5.
      Pre-Payment Option: Maker may at any time and from time to time, prepay part
      or
      all of this Note without premium or penalty. All payments of this Note shall
      be
      first applied to interest and then to principal.

    


    6.
      Priority. The payment of principal and interest under this Note shall have
      priority over the payment of any other note payable of Maker. 

     

    7.
      Covenants. Maker covenants and agrees that, so long as any indebtedness is
      outstanding hereunder, it will comply with each of the following covenants
      (except in any case where Payee has specifically consented otherwise in
      writing):

     

    	A.  	
            Financial
              Reporting. 

          


    	a.  	
            Maker
              shall timely file all forms required of a “Reporting Company”, under
              Section 13 of the Securities Exchange Act of
              1934.

          


    	b.  	
            Maker
              will weekly update and report to Payee on financial and operating
              activities based on the proforma schedule attached as
              Exhibit(A).

          


    	c.  	
            Maker
              will report daily on

          


    	i.  	
            the
              number of its wholesale clients

          


    	ii.  	
            its
              financial activity

          


    	iii.  	
            its
              cash used and for what purpose such cash is
              used.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	B.  	
            Maker
              will commence and maintain a weekly investor relations campaign including
              weekly press releases. 

          


     

    8.
      Event
      of Default. For purposes of this Note, an “Event of Default” shall have occurred
      hereunder if:

     

    A.
      Maker
      shall fail to pay within 10 days after such payment is due any payment of
      principal, interest, fees, costs, expenses or any other sum payable to Payee
      hereunder or otherwise;

    


    B.
      Maker
      shall default in the performance of any other agreement or covenant contained
      herein (other than as provided in subparagraph 8A above), and such default
      shall
      continue uncured for twenty (20) days after notice thereof to Maker given by
      Payee, or if Maker shall default in the performance of any of its material
      obligations under any other agreement or instrument under which Maker is
      obligated to make payments to a third party in excess of $10,000;

    


    C.
      Maker:
      becomes insolvent, files for voluntary bankruptcy or the filing of an
      involuntary bankruptcy petition against the Maker which is not discharged or
      stayed within 60 days or generally fails to pay its debts as such debts become
      due. 

    


    9.
      Consequences of Default. Upon the occurrence of an Event of Default and at
      any
      time thereafter, the entire unpaid principal balance of this Note, together
      with
      interest accrued thereon and with all other sums due or owed by Maker hereunder,
      shall become immediately due and payable. In addition, the principal balance
      and
      all past-due interest shall thereafter bear interest at the rate of 18% per
      annum until paid.

     

    10.
      Remedies. 

    


    A.  The
      remedies of Payee provided herein or otherwise available to Payee at law or
      in
      equity shall be cumulative and concurrent, and may be pursued singly,
      successively and together at the sole discretion of Payee, and may be exercised
      as often as occasion therefore shall occur; and the failure to exercise any
      such
      right or remedy shall in no event be construed as a waiver or release of the
      same. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11.
      Notice. All notices required to be given to any of the parties hereunder shall
      be in writing and shall he deemed to have been sufficiently given for all
      purposes when presented personally to such party or sent by certified or
      registered mail, return receipt requested, to such party at its address set
      forth below:

     

    
      
        	If to the Maker:	
              	ICC WORLDWIDE, INC.
	
              	
              	
                3334
                  E. Coast Hwy #424 

              
	
              	
              	
                Corona
                  del Mar, CA 92625

              
	 	 	 
	If to the Payee: 	
              	The Adamas Fund, LLLP
	
              	
              	1800 Second St, Ste 758
	
              	
              	Sarasota, FL
                34236


      

    

     

    Such
      notice shall be deemed to be given when received if delivered personally or
      five
      (5) business days after the date mailed. Any notice mailed shall be sent by
      certified or registered mail. Any notice of any change in such address shall
      also be given in the manner set forth above. Whenever the giving of notice
      is
      required, the giving of such notice may be waived in writing by the party
      entitled to receive such notice.

     

    12.
      Severability. In the event that any provision of this Note is held to be
      invalid, illegal or unenforceable in any respect or to any extent, such
      provision shall nevertheless remain valid, legal and enforceable in all such
      other respects and to such extent as may be permissible. Any such invalidity,
      illegality or unenforceability shall not affect any other provisions of this
      Note, but this Note shall be construed as if such invalid, illegal or
      unenforceable provision had never been contained herein.

     

    13.
      Successors and Assigns. This Note inures to the benefit of the Payee and binds
      the Maker, and its respective successors and assigns, and the words “Payee” and
“Maker” whenever occurring herein shall be deemed and construed to include such
      respective successors and assigns.

     

    14.
      Entire Agreement. This Note embodies the entire understanding and agreement
      between the parties hereto with respect to the subject matter hereof and
      supersedes all prior agreements and understandings, whether express or implied,
      oral and written.

     

    15.
      Modification of Agreement. This Note may not be modified, altered or amended,
      except by an agreement in writing signed by both the Maker and the
      Payee.

     

    16.
      Governing Law. This instrument shall be construed according to and governed
      by
      the laws of the State of Florida.

     

    17.
      Consent to Jurisdiction and Service of Process. Maker irrevocably appoints
      each
      and every officer of Maker as its attorney upon whom may be served any notice,
      process or pleading in any action or proceeding against it arising out of or
      in
      connection with this Note; and Maker hereby consents that any action or
      proceeding against it be commenced and maintained in any court within the State
      of Florida by service of process on any such, officer; and Maker agrees that
      the
      courts of the State of Florida shall have jurisdiction with respect to the
      subject matter hereof and the person of Maker. Notwithstanding the foregoing,
      Payee, in its absolute discretion may also initiate proceedings in the courts
      of
      any other jurisdiction in which Maker may be found or in which any of its
      properties may be located. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, Maker has duly executed this Note on October 15,
      2008.

     

    
      	 	 	 
	 	
            
	 
 	 
 	
              
                ICC
                  WORLDWIDE, INC. 


               

            
	 	
            	
              /s/
                Richard K Lauer

            
	 	
              

              Richard
                K. Lauer

            
	 	
              President
                & CEO