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 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 $25,000. This
Promissory Note (this “Note”) is issued to evidence Maker’s obligation to repay
the loan made from time to time by the Payee to the Company for the Company’s
operations.

    


    1.      Tranches.  Maker
acknowledges receipt of $25,000 on April 7, 2009.

     

    2.  Maturity.  The
outstanding principal and accrued interest under this Note shall be due and
payable on April 30, 2011 (the “Maturity Date”).

    


    3.  Payments of
Interest.  Through January 1, 2010 interest on 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
January 1, 2010 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,
Maker shall timely file all forms required of a “Reporting Company”, under
Section 13 of the Securities Exchange Act of 1934.

    


    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.  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
      Stealth 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.  Arbitration. Any
disputes concerning this agreement or attempts to enforce this agreement or any
of its provisions shall be governed by the laws of the state of Florida, and
shall be decided by mandatory Binding Arbitration in the state of Florida,
through the American Arbitration Association, before one arbitration board or
arbitration judge, pursuant to the American Arbitration Association's rules for
Arbitration.  Any such arbitration decision by the arbitration board
or arbitration judge shall be final in every respect, and may not be appealed in
any court or in any subsequent arbitration proceeding.

     

    IN WITNESS WHEREOF, Maker has duly
executed this Note on April 24, 2009.

    


    
      	
               
      

            	
              ICC
      WORLDWIDE, INC.

            


    

     

    
      	
               
      

            	
              /s/
      Richard K Lauer

            


    

    
      	
               
      

            	
              Richard
      K. Lauer

            


    

    
      	
               
      

            	
              President
      & CEO

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 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 $100,000. This
Promissory Note (this “Note”) is issued to evidence Maker’s obligation to repay
the loan made from time to time by the Payee to the Company for the Company’s
operations.

    


    2.      Tranches.  Maker
acknowledges receipt of $100,000 on April 16, 2009.

     

    2.  Maturity.  The
outstanding principal and accrued interest under this Note shall be due and
payable on April 30, 2012 (the “Maturity Date”).

    


    3.  Payments of
Interest.  Through January 1, 2010 interest on 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
January 1, 2010 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,
Maker shall timely file all forms required of a “Reporting Company”, under
Section 13 of the Securities Exchange Act of 1934.

    


    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.  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
      Stealth 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.  Arbitration. Any
disputes concerning this agreement or attempts to enforce this agreement or any
of its provisions shall be governed by the laws of the state of Florida, and
shall be decided by mandatory Binding Arbitration in the state of Florida,
through the American Arbitration Association, before one arbitration board or
arbitration judge, pursuant to the American Arbitration Association's rules for
Arbitration.  Any such arbitration decision by the arbitration board
or arbitration judge shall be final in every respect, and may not be appealed in
any court or in any subsequent arbitration proceeding.

    .


    IN WITNESS WHEREOF, Maker has duly
executed this Note on April 16, 2009.

     

    
      	
               
      

            	
              ICC
      WORLDWIDE, INC.

            


    

     

    
      	
               
      

            	
              /s/
      Richard K Lauer

            


    

    
      	
               
      

            	
              Richard
      K. Lauer

            


    

    
      	
               
      

            	
              President
      & CEO

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    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 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 $40,000. This
Promissory Note (this “Note”) is issued to evidence Maker’s obligation to repay
the loan made from time to time by the Payee to the Company for the Company’s
operations.

    


    3. Tranches.  Maker
acknowledges receipt of $40,000 on April 29, 2009.

     

    2.  Maturity.  The
outstanding principal and accrued interest under this Note shall be due and
payable on April 30, 2012 (the “Maturity Date”).

    


    3.  Payments of
Interest.  Through January 1, 2010 interest on 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
January 1, 2010 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,
Maker shall timely file all forms required of a “Reporting Company”, under
Section 13 of the Securities Exchange Act of 1934.

    


    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.  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
      Stealth 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.  Arbitration. Any
disputes concerning this agreement or attempts to enforce this agreement or any
of its provisions shall be governed by the laws of the state of Florida, and
shall be decided by mandatory Binding Arbitration in the state of Florida,
through the American Arbitration Association, before one arbitration board or
arbitration judge, pursuant to the American Arbitration Association's rules for
Arbitration.  Any such arbitration decision by the arbitration board
or arbitration judge shall be final in every respect, and may not be appealed in
any court or in any subsequent arbitration proceeding.

    .


    IN WITNESS WHEREOF, Maker has duly
executed this Note on April 29, 2009.

    


    
      	
               
      

            	
              ICC
      WORLDWIDE, INC.

            


    

     

    
      	
               
      

            	
              /s/
      Richard K Lauer

            


    

    
      	
               
      

            	
              Richard
      K. Lauer

            


    

    
      	
               
      

            	
              President
      & CEO

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    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 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 $300,000 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.

    


    4. Tranches.  Maker
acknowledges receipt of the following advances under this note:

    
       

      
        	
              	
                a. 

              	
                $60,000
      on May 11, 2009

              


      

    

    
       

      
        	
              	
                b. 

              	
                $40,000
      on May 12, 2009, and

              


      

    

    
       

      
        	
              	
                c. 

              	
                $50,000
      on May 15, 2009.

              


      

    

     

    2.  Maturity.  The
outstanding principal and accrued interest under this Note shall be due and
payable on May 31, 2012 (the “Maturity Date”).

    


    3.  Payments of
Interest.  Through January 1, 2010 interest on 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
January 1, 2010 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,
Maker shall timely file all forms required of a “Reporting Company”, under
Section 13 of the Securities Exchange Act of 1934.

    


    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.  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
      Stealth 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.  Arbitration.
Any disputes concerning this agreement or attempts to enforce this agreement or
any of its provisions shall be governed by the laws of the state of Florida, and
shall be decided by mandatory Binding Arbitration in the state of Florida,
through the American Arbitration Association, before one arbitration board or
arbitration judge, pursuant to the American Arbitration Association's rules for
Arbitration.  Any such arbitration decision by the arbitration board
or arbitration judge shall be final in every respect, and may not be appealed in
any court or in any subsequent arbitration proceeding..

    


    IN WITNESS WHEREOF, Maker has duly
executed this Note on May 22, 2009.

    


    
      
        
          	
                  ICC
      WORLDWIDE, INC.

                
	 
      
	
                  /s/
      Richard K Lauer

                
	
                  Richard
      K. Lauer

                
	
                  President
      & CEO