EXHIBIT
4.2

    


    WARRANT

    


    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
#2009-3

    


    COMMON
STOCK, PAR VALUE $.0001 PER SHARE

    


    OF

    


    ICC
WORLDWIDE, INC.

    


          This
certifies that, for value received, The Stealth Fund, LLLP, or registered
assigns ("Warrant holder"), is entitled to purchase from ICC WORLDWIDE,
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 March
31, 2014, five million eight hundred twelve thousand five hundred (5,812,500)
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
$.005 per Warrant Share. The Warrant Price and the number of Warrant Shares
which the Warrant holder 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 Warrant holder. 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 Warrant holder 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 Warrant holder 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 Warrant
holder consider that the aggregate Warrant Price has been paid in full to it and
in making settlement to said Warrant holder, shall deduct from the amount
payable to such Warrant holder 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 Warrant holder 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 Warrant
holder.

    


    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 Warrant holder 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 Warrant holder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    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: May 26, 2009

    Date (for
signing purposes only) May 26, 2009

    


    
      
        
          	
                  ICC
      WORLDWIDE, INC.

                
	 
      
	
                  BY:

                
	
                  /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

    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:__________________________________________