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 Stealth Fund, LLLP, a Minnesota
limited liability, limited partnership (“Payee”), having its principal address
at 1800 2nd Street, Suite 758, Sarasota, FL 34236,
the sum of two hundred fifty thousand dollars ($250,000). This Note (this
“Note”) is issued due to loans for the Company’s operations, for advances to be
made, from time to time, as reasonably needed for the Company’s
operations.

    


    1.  Tranches.  Maker
acknowledges it has received these funds.

    


    2.  Maturity.  The
amount outstanding under this Note will be due and payable at the address of
Payee or such other place as Payee may designate on April 30, 2013 (the
“Maturity Date”).  No advances shall be made by Payee after the
Maturity Date.

    


    3.  Payments of Interest and
Principal.

    


    a.)  As shown in the attached
Exhibit A, through September 2009 monthly payments shall be interest only.
Thereafter, interest and principal under this Note shall be payable
monthly.

    


    b)  The monthly payment of
interest and/or interest and principal will be increased by 50% starting in the
third month of the calendar quarter following the calendar quarter in which the
Company first reports positive cash provided by operations in its Statement of
Cash Flows as part of its quarterly 10-Q or 10-K reports to the US Securities
and Exchange Committee.

    


    4.  Interest Rate.  The
outstanding principal balance of this Note shall bear interest at a rate of 15%
per annum.

    


    5. 
Pre-Payment Option: Maker may at any time and from time to time, prepay part or
all of the outstanding Note without penalty.

    


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

            


    

    


    
      	
               
      

            	
              B.

            	
              Notice
      of Event of Default.  Maker shall furnish to Payee notice of the
      occurrence of any Event of Default (as defined herein) within five (5)
      days after it becomes known to an executive officer of
    Maker.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.  Event of
Default.  For purposes of this Note, the Maker shall be in default
hereunder (and an “Event of Default” shall have occurred hereunder)
if:

    


    A.  Maker shall fail to pay
when 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 A above), and such default shall continue uncured
for twenty (20) days after notice thereof to Maker given by Payee, or if an
Event of Default shall occur under any other Loan Document;

    


    C.  Maker: becomes insolvent,
bankrupt 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.
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

                Phone:
      (949) 200-7569

              


      

      


      
        	
                If
      to the Payee:

              	
                The
      Stealth Fund, LLLP,

                1800
      2nd Street, Suite 758

                Sarasota,
      FL 34236

                Phone:
      (941) 366-7473

              


      

    

     

    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 March 26, 2009.

    


    
      
        	 
      	
                ICC
      WORLDWIDE, INC.

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                /s/
      Richard K
      Lauer                   
      

              
	 
      	
                 

              
	 
      	
                Richard
      K. Lauer

              
	 
      	
                President
      & CEO

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    
      


      Note
Payment Schedule

      
        
          
            	 
      	 	
                    Annual
      Interest Rate

                  	 	
                    15%

                  	 	 
      	 
      	 	 
      	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
      	 	 
      	 
      	 	Brought	 
	 
      	 	 
      	 	Payment	 	Interest	 	Principle	 	Forward	 
	
                    #

                  	 	
                    Mar-09

                  	 	 
      	 
      	 	 
      	 
      	 	 
      	 
      	 	
                    $

                  	
                    250,000

                  	 
	
                    1

                  	 	
                    Apr-09

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    -

                  	 	
                    $

                  	
                    250,000

                  	 
	
                    2

                  	 	
                    May-09

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    -

                  	 	
                    $

                  	
                    250,000

                  	 
	
                    3

                  	 	
                    Jun-09

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    -

                  	 	
                    $

                  	
                    250,000

                  	 
	
                    4

                  	 	
                    Jul-09

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    -

                  	 	
                    $

                  	
                    250,000

                  	 
	
                    5

                  	 	
                    Aug-09

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    -

                  	 	
                    $

                  	
                    250,000

                  	 
	
                    6

                  	 	
                    Sep-09

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    -

                  	 	
                    $

                  	
                    250,000

                  	 
	
                    7

                  	 	
                    Oct-09

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    3,125

                  	 	
                    $

                  	
                    4,562

                  	 	
                    $

                  	
                    245,438

                  	 
	
                    8

                  	 	
                    Nov-09

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    3,068

                  	 	
                    $

                  	
                    4,619

                  	 	
                    $

                  	
                    240,818

                  	 
	
                    9

                  	 	
                    Dec-09

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    3,010

                  	 	
                    $

                  	
                    4,677

                  	 	
                    $

                  	
                    236,141

                  	 
	
                    10

                  	 	
                    Jan-10

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,952

                  	 	
                    $

                  	
                    4,735

                  	 	
                    $

                  	
                    231,406

                  	 
	
                    11

                  	 	
                    Feb-10

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,893

                  	 	
                    $

                  	
                    4,795

                  	 	
                    $

                  	
                    226,611

                  	 
	
                    12

                  	 	
                    Mar-10

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,833

                  	 	
                    $

                  	
                    4,855

                  	 	
                    $

                  	
                    221,757

                  	 
	
                    13

                  	 	
                    Apr-10

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,772

                  	 	
                    $

                  	
                    4,915

                  	 	
                    $

                  	
                    216,841

                  	 
	
                    14

                  	 	
                    May-10

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,711

                  	 	
                    $

                  	
                    4,977

                  	 	
                    $

                  	
                    211,865

                  	 
	
                    15

                  	 	
                    Jun-10

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,648

                  	 	
                    $

                  	
                    5,039

                  	 	
                    $

                  	
                    206,826

                  	 
	
                    16

                  	 	
                    Jul-10

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,585

                  	 	
                    $

                  	
                    5,102

                  	 	
                    $

                  	
                    201,724

                  	 
	
                    17

                  	 	
                    Aug-10

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,522

                  	 	
                    $

                  	
                    5,166

                  	 	
                    $

                  	
                    196,558

                  	 
	
                    18

                  	 	
                    Sep-10

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,457

                  	 	
                    $

                  	
                    5,230

                  	 	
                    $

                  	
                    191,328

                  	 
	
                    19

                  	 	
                    Oct-10

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,392

                  	 	
                    $

                  	
                    5,296

                  	 	
                    $

                  	
                    186,032

                  	 
	
                    20

                  	 	
                    Nov-10

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,325

                  	 	
                    $

                  	
                    5,362

                  	 	
                    $

                  	
                    180,670

                  	 
	
                    21

                  	 	
                    Dec-10

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,258

                  	 	
                    $

                  	
                    5,429

                  	 	
                    $

                  	
                    175,241

                  	 
	
                    22

                  	 	
                    Jan-11

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,191

                  	 	
                    $

                  	
                    5,497

                  	 	
                    $

                  	
                    169,744

                  	 
	
                    23

                  	 	
                    Feb-11

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,122

                  	 	
                    $

                  	
                    5,565

                  	 	
                    $

                  	
                    164,179

                  	 
	
                    24

                  	 	
                    Mar-11

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    2,052

                  	 	
                    $

                  	
                    5,635

                  	 	
                    $

                  	
                    158,544

                  	 
	
                    25

                  	 	
                    Apr-11

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,982

                  	 	
                    $

                  	
                    5,705

                  	 	
                    $

                  	
                    152,838

                  	 
	
                    26

                  	 	
                    May-11

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,910

                  	 	
                    $

                  	
                    5,777

                  	 	
                    $

                  	
                    147,062

                  	 
	
                    27

                  	 	
                    Jun-11

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,838

                  	 	
                    $

                  	
                    5,849

                  	 	
                    $

                  	
                    141,213

                  	 
	
                    28

                  	 	
                    Jul-11

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,765

                  	 	
                    $

                  	
                    5,922

                  	 	
                    $

                  	
                    135,291

                  	 
	
                    29

                  	 	
                    Aug-11

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,691

                  	 	
                    $

                  	
                    5,996

                  	 	
                    $

                  	
                    129,294

                  	 
	
                    30

                  	 	
                    Sep-11

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,616

                  	 	
                    $

                  	
                    6,071

                  	 	
                    $

                  	
                    123,223

                  	 
	
                    31

                  	 	
                    Oct-11

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,540

                  	 	
                    $

                  	
                    6,147

                  	 	
                    $

                  	
                    117,076

                  	 
	
                    32

                  	 	
                    Nov-11

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,463

                  	 	
                    $

                  	
                    6,224

                  	 	
                    $

                  	
                    110,853

                  	 
	
                    33

                  	 	
                    Dec-11

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,386

                  	 	
                    $

                  	
                    6,302

                  	 	
                    $

                  	
                    104,551

                  	 
	
                    34

                  	 	
                    Jan-12

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,307

                  	 	
                    $

                  	
                    6,380

                  	 	
                    $

                  	
                    98,171

                  	 
	
                    35

                  	 	
                    Mar-12

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,227

                  	 	
                    $

                  	
                    6,460

                  	 	
                    $

                  	
                    91,710

                  	 
	
                    36

                  	 	
                    Apr-12

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,146

                  	 	
                    $

                  	
                    6,541

                  	 	
                    $

                  	
                    85,170

                  	 
	
                    37

                  	 	
                    May-12

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    1,065

                  	 	
                    $

                  	
                    6,623

                  	 	
                    $

                  	
                    78,547

                  	 
	
                    38

                  	 	
                    Jun-12

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    982

                  	 	
                    $

                  	
                    6,705

                  	 	
                    $

                  	
                    71,842

                  	 
	
                    39

                  	 	
                    Jul-12

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    898

                  	 	
                    $

                  	
                    6,789

                  	 	
                    $

                  	
                    65,052

                  	 
	
                    40

                  	 	
                    Aug-12

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    813

                  	 	
                    $

                  	
                    6,874

                  	 	
                    $

                  	
                    58,178

                  	 
	
                    41

                  	 	
                    Sep-12

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    727

                  	 	
                    $

                  	
                    6,960

                  	 	
                    $

                  	
                    51,218

                  	 
	
                    42

                  	 	
                    Oct-12

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    640

                  	 	
                    $

                  	
                    7,047

                  	 	
                    $

                  	
                    44,171

                  	 
	
                    43

                  	 	
                    Nov-12

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    552

                  	 	
                    $

                  	
                    7,135

                  	 	
                    $

                  	
                    37,036

                  	 
	
                    44

                  	 	
                    Dec-12

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    463

                  	 	
                    $

                  	
                    7,224

                  	 	
                    $

                  	
                    29,812

                  	 
	
                    45

                  	 	
                    Jan-13

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    373

                  	 	
                    $

                  	
                    7,315

                  	 	
                    $

                  	
                    22,497

                  	 
	
                    46

                  	 	
                    Feb-13

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    281

                  	 	
                    $

                  	
                    7,406

                  	 	
                    $

                  	
                    15,091

                  	 
	
                    47

                  	 	
                    Mar-13

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    189

                  	 	
                    $

                  	
                    7,499

                  	 	
                    $

                  	
                    7,592

                  	 
	
                    48

                  	 	
                    Apr-13

                  	 	
                    $

                  	
                    7,687

                  	 	
                    $

                  	
                    95

                  	 	
                    $

                  	
                    7,592

                  	 	
                    $

                  	
                    (0

                  	) 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
      	 	
                    $

                  	
                    250,000