Exhibit
10.1

    


    RESTRUCTURE AND EXCHANGE
AGREEMENT

    


    This Restructure and Exchange Agreement
(“Agreement”) is effective as of the 30th day of June, 2009, by and between ICC
Worldwide, Inc., a Delaware corporation with its principal place of business at
3334 E. Coast Highway, Corona del Mar, CA 92625 (the “Company”), and the persons
identified on the attached Exhibit A (each a “Securityholder “and they are
collectively referred to herein as the “Securityholders”).

    


    BACKGROUND

    


    During the period from January 2008
through June 2009 certain of the Securityholders made loans to the Company in
the aggregate principal amount of $3,605,000 pursuant to various loan agreements
on various dates, as amended from time to time. Exhibit B attached hereto sets
forth certain information concerning  each note including the name of
the Securityholder holding the note, the date of the note, the original
principal amount of the note, whether or not the note is convertible into the
Company’s common stock, and the outstanding indebtedness on such note including
accrued interest at June 30, 2009.  Exhibit B also sets forth the
principal amount of the new superseding note to be issued to each Securityholder
pursuant to Section 1 of this Agreement.

    


    In connection with and as additional
consideration for the making of the loans, the Company issued warrants to
purchase an aggregate of 43,562,500 shares of the Company’s common stock and has
obligated itself to issue to certain of the Securityholders warrants to purchase
an additional 250,000 shares of the Company’s common stock. Exhibit C attached
hereto sets forth certain information concerning the above referenced warrants,
including the name of the Securityholder to whom the warrants were or are to be
issued, the number of shares of the Company’s common stock for which the
warrants are exercisable, the exercise price of such warrants and the term
during which such warrants are exercisable.

    


    During the period from June 2007
through December 2007, certain of the Securityholders purchased from the Company
shares of the Company’s Series C convertible preferred stock.  The
Series C convertible preferred stock is the only class or series of preferred
stock of the Company outstanding. Exhibit D attached hereto sets forth the name
of each Securityholder who has been issued Series C preferred stock and the
number of shares of the Company’s Series C convertible preferred stock issued to
and held by such Securityholder  as of June 30, 2009.

    


    The Series C preferred stock votes with
the Company’s common stock on all matters and entitles each holder to 60 votes
per share of Series C preferred stock held.  As of June 30, 2009 there
were outstanding an aggregate of 180,424,045 shares of common stock and an
aggregate of 9,609,044 shares of Series C preferred stock. Therefore, as of June
30, 2009, the  holders of the Series C preferred stock have voting
control in all actions which require a stockholder vote.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
Company and the Securityholders believe that it is in the best interests of the
Company and its stockholders to adopt this Agreement in order to simplify the
capital structure of the Company and reduce the number of fully diluted shares
of the Company by:

    


    (a)
consolidating the above-described loans made to the Company into a single loan
per lender and making the terms and conditions as uniform as possible for all
loans, and

    (b)
eliminating the convertibility options in the loans and the preferred
stock,

    (c)
eliminating the put option in the purchase agreements through which the Series C
preferred stock was issued.

    


    By
reducing the number of fully diluted shares, the parties believe that the common
stock of the Company will become more valuable and the trading volume of such
shares will likely increase, thereby creating a more liquid market for the
Company’s stock. By creating a more liquid market for the  the
Company’s common stock, the Company expects to be able to raise additional funds
to retire the debts and preferred stock held by the Securityholders prior to
their respective maturities. However, the Securityholders understand and
acknowledge that there is no assurance that consummation of this Agreement will
have the foregoing results.

    


    Each of
the Company and the Securityholders has agreed to enter into this Agreement upon
the terms and conditions set forth herein.

    


    AGREEMENT

    


    NOW,
THEREFORE, in consideration of the premises and mutual covenants and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

    


    1.           Exchange for Superseding
Notes.  As of June 30, 2009 each of the Securityholders set
forth on Exhibit B hereby agrees to exchange all notes of the Company held by
such Securityholder for the a new superseing note in the
principal  amount set forth oposite such Securityholder’s name in
Exhibit B. The new note shall be in the form attached hereto as Exhibit F. As
further consideration for (a) the exchange of notes, (b) the amendment of
certain of the rights and preferences of the Series C preferred stock as set
forth in Section 3 of this Agreement and (c) the elimination of the put options
held by certain Securityholders with regard to the Series C preferred stock held
by them, as provided in Section 4 of this Agreement, the Company shall issue to
each Securityholder who holds a convertible notes or preferred stock warrants to
purchase the number of shares of the Company’s common stock set forth opposite
the name of such Securityholder on Exhibit C.

    


    2.           Warrants.  All
warrants which the Company shall issue to the Securityholders pursuant to the
preceding paragraph shall be in the same form as the warrants currently held by
the Securityholders, except that the exercise price of the new warrants will be
the $.0066 which was the weighted average of the closing price of the Company’s
common stock for the last ten days on which the stock traded prior to June 30,
2009.  The new warrants shall be exercisable from and after the date
of issuance thereof until June 30, 2014.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Series C Preferred
Stock.  Each of the Securityholders set forth in Exhibit D
agrees to and authorizes the Company to file a Certificate of Amendment to the
Certificate of Designation Setting Forth the Preferences, Rights and Limitations
of the Series C preferred stock, filed on October 4, 2007, substantially in the
form of Exhibit G, to reduce the liquidation preference of the Series C
preferred stock from $.60 to $.36 per share and to eliminate the right of the
holders of Series C preferred stock to convert such stock into the Company’s
common stock.

     

    4.           Put Option
Holders.  The Securityholders set forth in Exhibit D agree that
their respective Stock Purchase Agreements with the Company shall be amended
pursuant to either a Sixth Amendment to Share Purchase Agreement in the form of
Exhibit H-1 or a Second Amendment to Share Purchase Agrement in the form of
Exhibit H-2 as applicable, in order to delete the sections 3.4 and 2,
respectively in the original agreements related to certain put options under
which the Secutiryholder could require the Company to repurchase the Series C
preferred stock held by the Securityholder.

     

    5.           Representations and
Warranties of the Company.  The  Company represents
and warrants that (a) it is a Delaware corporation duly organized, validly
existing and in good standing, (b) it has the power and authority to own its
properties and to carry on its business as now being conducted and is qualified
to do business in every jurisdiction where such qualification is necessary, (c)
it has the power and authority to execute, deliver and perform this Agreement,
(d) the execution, delivery and performance of this Agreement have been duly
authorized by all requisite action taken by the Company,(e) the execution,
delivery and performance of this Agreement will not violate any organizational
documents of the Company and (f)  the execution, delivery and
performance of this Agreement will not violate any provision of law, any order
of any court or other agency of government, or any indenture, agreement or other
instrument to which it is a party, or by which it is bound, or be in conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any such indenture, agreement or other instrument, or
result in the creation or imposition of any lien, charge or encumbrance of any
nature whatsoever upon any of the property or assets of the
Company.

    


               6.     Representations and
Warranties of the Securityholders.  Each of the Securityholders
severally represents and warrants to the Company that (a) such Securityholder
has the power and authority to execute, deliver and perform this Agreement and,
if such Securityholder is an entity, the execution, delivery and performance of
this Agreement has been duly authorized by all requisite corporate or other
action taken by such Securityholder, (b) the securities attributed to the
Securityholder in this Agreement and the exhibits hereto represent all the
securities of the Company held by the Securityholder, (c) there are no other
agreements or understanding with the Securityholder with regard to the
securiites of the Company or the terms of their acquisition that should have
been included in this Agreement or the exhibits thereto in order to accomplish
the purposes of the Agreement, (d) the Company has made no representations to
such Securityholder concerning the tax consequences to such Securityholder or
the Company as a result of the consummation of this Agreement, (e) the
securities are being acquired for investment and without any present view toward
distribution thereof to any other persons, (f) the securities will not be sold
or otherwise dispose of except in compliance with the registration requirements
or exemptions provisions under the Securities Act of 1933, as amended, and the
rules and regulations thereunder, (g) the Security holder is knowledgeable and
experienced in financial business matters including businesses similar to
Company’s, and (h) such Securityholder has no current intention of selling,
transferring or otherwise disposing of the securities to any other person or
entity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.           Choice of
Law.  This Agreement shall be construed in accordance with and
governed by the laws (excluding conflict of laws rules) of the State of
Florida.

    


    8.           Entire
Agreement.  This Agreement, the exhibits and the schedules
attached hereto constitute the entire agreement and understanding between the
parties hereto in respect of the subject matter hereof and supersede any prior
or contemporaneous agreement or understanding between the parties, written or
oral, which relates to the subject matter hereof, including all correspondence
between counsel for the parties and commitment letters.

    


    9.           Successors and
Assigns.  References in this Agreement to the parties hereto
will be deemed to include their successors and permitted assigns and this
Agreement be binding upon and inure to the benefit of the parties hereto and
their successors and permitted assigns.

    


    10.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which will be
deemed to be an original, but all of which together will constitute one and the
same instrument.

    


    11.           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 Sarasota, 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.

    


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    IN
WITNESS WHEREOF, the parties, by persons duly authorized, have executed this
Agreement as of the day above first written.

    


    
      
        
          
            
              
                	
                        ICC
      Worldwide, Inc.

                      
	
                        By:

                      	 
      	 
      
	
                        Richard
      K. Lauer, President and Chief Executive Officer

                      
	 
      
	
                        The
      Adamas Fund, LLLP (“Adamas Fund”)

                      
	 
      
	
                        By:

                      	 
      	 
      
	
                        George
      Q. Stevens

                      
	
                        Investment
      Advisor

                      
	 
      
	
                        The
      Stealth Fund, LLLP (“Stealth Fund”)

                      
	 
      
	
                        By:

                      	 
      	 
      
	
                        George
      Q. Stevens

                      
	
                        Investment
      Advisor

                      
	 
      
	
                        Melanie
      S. Altholtz Irrevocable Trust (“M. Altholtz Trust”)

                      
	 
      
	
                        By:

                      	 
      	 
      
	
                        Adam
      Altholtz

                      
	
                        Trustee

                      
	 
      
	
                        Karyn
      M. Blaise Irrevocable Trust (“Blaise Trust”)

                      
	 
      
	
                        By:

                      	 
      	 
      
	
                        Adam
      Altholtz

                      
	
                        Trustee

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

    Securityholders

    


    Melanie
S. Altholtz Irrevocable Trust (“M. Altholtz Trust”)

    
      1800
Second St, Ste 758

    

    
      Sarasota,
FL 34236

    

    


    Karyn M.
Blaise Irrevocable Trust (“Blaise Trust”)

    
      1800
Second St, Ste 758

    

    
      Sarasota,
FL 34236

    

    


    The
Adamas Fund, LLLP (“Adamas Fund”)

    
      1800
Second St, Ste 758

    

    
      Sarasota,
FL 34236

    

    


    The
Stealth Fund, LLLP (“Stealth Fund”)

    
      1800
Second St, Ste 758

    

    
      Sarasota,
FL 34236

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

    


    INDEBTEDNESS
OF SECURITYHOLDERS

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	 	 
      	 	
                              Date
      of

                              Note

                            	 	
                              Principal

                            	 	 	
                              Accrued

                              Interest
      Thru

                              June
      30, 2009

                            	 	 	
                              Total
      Indebtedness

                              to
      the

                              Securityholder
      as

                              of
      June 30, 2009

                            	 	 	
                              Face
      Value of

                              Superseding

                              Note
      Dated

                              June
      30, 2009

                            	 
	
                              Adamas
      Fund (I)

                            	 	 
      	 	
                              1/15/2008

                            	 	$	1,500,000.00	 	 	$	173,659.72	 	 	$	1,673,659.72	 	 	 	 
	
                              Adamas
      Fund (II)

                            	 	 
      	 	
                              10/15/2008

                            	 	 	265,000.00	 	 	$	16,189.72	 	 	 	281,189.72	 	 	 	 
	
                              M
      Altholtz Trust  (I)

                            	 	 
      	 	
                              8/29/2008

                            	 	 	200,000.00	 	 	$	15,287.67	 	 	 	215,287.67	 	 	 	 
	
                              Blaise
      Trust

                            	 	
                              Note
      A

                            	 	
                              7/9/2008

                            	 	 	300,000.00	 	 	$	42,555.56	 	 	 	342,555.56	 	 	 	 
	
                              Stealth
      Fund (I)

                            	 	
                              Note
      A

                            	 	
                              7/9/2008

                            	 	 	300,000.00	 	 	$	26,111.12	 	 	 	326,111.12	 	 	 	 
	
                              Stealth
      Fund (II)

                            	 	
                              Note
      A

                            	 	
                              12/15/2008

                            	 	 	300,000.00	 	 	$	17,166.67	 	 	 	317,166.67	 	 	 	 
	
                              Stealth
      Fund (III)

                            	 	 
      	 	
                              3/26/2009

                            	 	 	250,000.00	 	 	$	11,445.21	 	 	 	261,445.21	 	 	 	 
	
                              Stealth
      Fund (IV)

                            	 	 
      	 	
                              4/16/2009

                            	 	 	125,000.00	 	 	$	2,664.38	 	 	 	127,664.38	 	 	 	 
	
                              Adamas
      Fund (III)

                            	 	 
      	 	
                              4/29/2009

                            	 	 	40,000.00	 	 	$	690.41	 	 	 	40,690.41	 	 	 	 
	
                              M
      Altholtz Trust (II)

                            	 	 
      	 	
                              6/26/2009

                            	 	 	325,000.00	 	 	$	2,660.27	 	 	 	327,660.27	 	 	 	 
	 
      	 	 
      	 	 
      	 	$	3,605,000.00	 	 	$	308,430.73	 	 	$	3,913,430.73	 	 	 	 
	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Recap

                            	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Adamas
      Fund

                            	 	 
      	 	 
      	 	$	1,805,000.00	 	 	$	190,539.85	 	 	 	 	 	 	$	1,995,539.85	 
	
                              M
      Altholtz Trust

                            	 	 
      	 	 
      	 	 	525,000.00	 	 	$	17,947.94	 	 	 	 	 	 	 	542,947.94	 
	
                              Blaise
      Trust

                            	 	 
      	 	 
      	 	 	300,000.00	 	 	$	42,555.56	 	 	 	 	 	 	 	342,555.56	 
	
                              Stealth
      Fund

                            	 	 
      	 	 
      	 	 	975,000.00	 	 	$	57,387.38	 	 	 	 	 	 	 	1,032,387.38	 
	 
      	 	 
      	 	 
      	 	$	3,605,000.00	 	 	$	308,430.73	 	 	 	 	 	 	$	3,913,430.73	 


                    

                  

                

              

            

          

        

      

    

    


    Note A:
Convertible Note

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
C

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          	 
      	 	 	 	 
      	 	 	 	 	
                                                                                                  Exercise

                                                                                                	 	
                                                                                                  Expiration

                                                                                                	 	
                                                                                                  New

                                                                                                	 
	
                                                                                                  Securityholder

                                                                                                	 	 	 	
                                                                                                  Issued

                                                                                                	 	 	 	 	
                                                                                                  Price

                                                                                                	 	
                                                                                                  Date

                                                                                                	 	
                                                                                                  Warrants

                                                                                                	 
	
                                                                                                  Adamas Fund

                                                                                                	 	2008-1	 	
                                                                                                  1/15/2008

                                                                                                	 	 	15,000,000	 	 	$	0.0100	 	
                                                                                                  1/15/13

                                                                                                	 	 	 
	
                                                                                                  Stealth
Fund

                                                                                                	 	2008-2	 	
                                                                                                  12/12/2008

                                                                                                	 	 	4,500,000	 	 	$	0.0015	 	
                                                                                                  1/1/14

                                                                                                	 	 	 
	
                                                                                                  M Altholtz
      Trust

                                                                                                	 	2009-1	 	
                                                                                                  1/28/2009

                                                                                                	 	 	8,000,000	 	 	$	0.0009	 	
                                                                                                  1/31/14

                                                                                                	 	 	 
	
                                                                                                  Stealth
Fund

                                                                                                	 	2009-2	 	
                                                                                                  3/26/2009

                                                                                                	 	 	10,000,000	 	 	$	0.0059	 	
                                                                                                  3/31/14

                                                                                                	 	 	 
	
                                                                                                  Stealth
Fund

                                                                                                	 	2009-3	 	
                                                                                                  5/27/2009

                                                                                                	 	 	5,812,500	 	 	$	0.0050	 	
                                                                                                  5/31/14

                                                                                                	 	 	 
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 
      	 	 	 
	
                                                                                                  Blaise
Trust

                                                                                                	 	
                                                                                                  Convertible
      Note

                                                                                                	 	 	$	0.0066	 	
                                                                                                  6/30/14

                                                                                                	 	 	50,000	 
	
                                                                                                  Stealth
Fund

                                                                                                	 	
                                                                                                  Convertible
      Notes

                                                                                                	 	 	$	0.0066	 	
                                                                                                  6/30/14

                                                                                                	 	 	100,000	 
	
                                                                                                  Adamas Fund

                                                                                                	 	
                                                                                                  Convertible Preferred Stock, Put
      Option

                                                                                                	 	 	$	0.0066	 	
                                                                                                  6/30/14

                                                                                                	 	 	50,000	 
	
                                                                                                  M Altholtz
      Trust

                                                                                                	 	
                                                                                                  Convertible Preferred Stock, Put
      Option

                                                                                                	 	 	$	0.0066	 	
                                                                                                  6/30/14

                                                                                                	 	 	50,000	 
	 
      	 	 	 	 	 
      	 	 	 	 	 	 	 	 	 
      	 	 	 	 
	 
      	 	 	 	 	 
      	 	 	43,562,500	 	 	 	 	 	 
      	 	 	250,000	 


                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
D

    


    Series
C Preferred Securityholders

    


    
      
        
          
            
              	 
      	 	
                      Series C

                    	 	 	
                      Common

                      Stock

                    	 
	
                      Adams Fund

                    	 	 	8,554,522	 	 	 	39,921,267	 
	
                      M Altholtz
      Trust

                    	 	 	1,054,522	 	 	 	22,521,267	 
	 
      	 	 	9,609,044	 	 	 	62,442,534	 


            

          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
F

    


    Form
of Promissory Note

    


    SUPERSEDING
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
_________________________(“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 $________or such lesser
amount as may then
constitute the unpaid aggregate principal amount of the loans made by Payee to
Maker. This Superseding Promissory Note (this “Note”) is issued to
evidence Maker’s obligation to repay loans and accrued interest under that
certain Restructure and Exchange Agreement, dated as of June 30, 2009, between
the Company and certain holders of certain securities  of the Company
(the “Restructure Agreement”) and replaces all other notes made by the Company
to the Payee or Payee’s assignors prior to June 30, 2009.

    


    1.  Maturity.  The
outstanding principal and accrued interest under this Note shall be due and
payable on June 30, 2013 (the “Maturity Date”).

    


    2.  Payments of
Interest.  Through June 30, 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 July
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
simple 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.
Subordination.  The payment of principal and interest under this Note
is subordinated to the required payments of principal and interest on any loans
made to the Company following June 30, 2009.

    


    7. Order
of Payment.  All payments on this Note and the other three notes
listed in Exhibit B to the Restructure Agreement of June 30, 2009, will be made
pro rata. All payments of this Note shall be first applied to interest and then
to principal. Other than at maturity, payments of principal will be made in the
reverse order the funds were originally advanced to the Company by the holders
of this Note and the other notes issued under the Restructure Agreement, as
shown in the column entitled “Date of Note” on Exhibit B. In other words, all
payments made otherwise than at maturity will be made first to the
Securityholder who held a Note with the most recent  Date of Note
until all indebtedness under the Note to such Securityholder is paid and then to
the Securityholder with the next most recent  Date of
Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.  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.

    9.  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 9A 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 material agreement to which Maker is a party;

    


    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.

    


    
      10. Consequences
of Default.

    

    


    A.         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.

    


    B.          
(Applicable only to Notes
due to the Melanie S. Altholtz Irrevocable Trust and the Karyn M. Blaise
Irrevocable Trust) In the event of default, fifty percent (50%) of the original
face value of these Notes, plus accrued interest and penalties, shall
be guaranteed by the Stealth Fund, LLLP, ("Guarantor"), a Minnesota Limited
Liability Company.  The guarantee made hereunder shall only be effective
after all of the following have occurred: 1) Holder assigns and transfers in
writing, all right, title and interest in and to the remaining fifty percent
(50%) of these Notes to Guarantor; 2) Guarantor is able to confirm to its
sole satisfaction in writing that there are no prior liens, encumbrances or
other obligations prior in right to those created by this Note and the
Restructure and Exchange Agreement dated June 30, 2009 and to which this Note is
an exhibit; 3) neither Maker nor any successor has rejected any presentment for
payment, and; 4) the Maker and all successors have waived in writing any rights
of protest, notice of protest, and notice of nonpayment of this
Note.  Upon written assignment and transfer of the remaining fifty
percent (50%) of these Notes to Guarantor, Holder shall have all rights and
privileges against Guarantor with respect to the guaranteed fifty percent (50%)
of the original face value of these Notes plus interest and penalties
as though Holder was dealing with Maker.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.  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.

    


    12.  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:

            	
              ___________________

            


    

    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.

    


    13.  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.

    


    14.  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.

    


    15.  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.

    


    16.  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.

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    18.           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 Sarasota, 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 effective as of June 30, 2009.

    


    
      
      

    

    
      
        	
                ICC
      WORLDWIDE, INC.

              
	 
      
	 
      
	
                   

              	 
      
	
                Richard
      K. Lauer

              
	
                President
      & CEO

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
G

    


    CERTIFICATE
OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION 

    SETTING
FORTH THE PREFERENCES, RIGHTS AND LIMITATIONS OF THE

    SERIES C
PREFERRED STOCK OF

    ICC
WORLDWIDE, INC.

    


    ICC Worldwide, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the “Corporation ”),
hereby certifies that the following amendment to the Corporation’s Certificate
of Designation Setting Forth the Preferences, Rights and Limitations of its
Series C Preferred Stock originally filed on October 4, 2007 was duly approved
and adopted in accordance with the provisions of Section 151(g) of the
Delaware General Corporation Law by resolution of the Corporation’s Board of
Directors pursuant to authority expressly vested in it by the Corporation’s
Certificate of Incorporation, as amended to date (the “ Certificate of
Incorporation”):

     

     That the Corporation’s Certificate of
Preferences, Rights and
Limitations of Series C Preferred Stock be amended by:

     

    (a) deleting in its entirety the section
thereof entitled “Redemption
at the Option of the Corporation”;

     

    (b) deleting in its entirety clause (e)
of the section thereof entitled “Mandatory
Redemption”

     

    (c) deleting in its entirety the section
thereof entitled “Conversion”; and

     

    (d) deleting the last section entitled “Liquidation
Preference” thereof and inserting in place thereof the
following:

     

    “Liquidation
Preference.  In the event of a Liquidation Event, the holders
of Series C Preferred Stock shall be entitled to receive in cash out of the
assets of the Corporation, whether from capital or from earnings available for
distribution to its stockholders (the "Liquidation Funds"), before any amount
shall be paid to the holders of any of the capital shares of the Corporation of
any class junior in rank to the Series C Preferred Stock in respect of the
preferences as to distributions and payments on the liquidation, dissolution and
winding up of the Corporation ("Junior Shares"), an amount per share of Series C
Preferred Stock equal to $0.36 plus accrued, but unpaid dividends thereon (the
“Liquidation Preference”); provided that, if the Liquidation Funds are
insufficient to pay the full amount due to the holders and holders of shares of
other classes or series of preferred shares of the Corporation that are of equal
rank with the Series C Preferred Stock as to payments of Liquidation Funds (the
"Pari Passu Shares"), then each holder of Series C Preferred Stock and Pari
Passu Shares shall receive a percentage of the Liquidation Funds equal to the
full amount of Liquidation Funds payable to such holder as a liquidation
preference (in accordance with the terms of the certificate of designations (or
other equivalent document or instrument) governing payments to the holder of
such shares upon a dissolution or liquidation of the Corporation) as a
percentage of the full amount of Liquidation Funds payable to all holders of
Series C Preferred Stock and Pari Passu Shares.  All the preferential
amounts to be paid to the holders under this Section shall be paid or set apart
for payment before the payment or setting apart for payment of any amount for,
or the distribution of any Liquidation Funds of the Corporation to the holders
of shares of other classes or series of preferred shares of the Corporation
junior in rank to the Series C Preferred Stock in connection with a Liquidation
Event as to which this Section applies.  For purposes of this Section,
"Liquidation Event" means the voluntary or involuntary liquidation, dissolution
or winding up of the Corporation or any subsidiaries of the Corporation the
assets of which constitute all or substantially all of the business of the
Corporation and its subsidiaries taken as a whole, in a single transaction or
series of transactions. The purchase or redemption by the Corporation of shares
of any class, in any manner permitted by law, shall not, for the purposes
hereof, be regarded as a Liquidation Event. For purposes hereof, any outstanding
shares of Series B Preferred Stock shall be deemed to be Pari Passu
Shares.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, ICC WORLDWIDE,
INC. has caused this Certificate of Amendment to the Certificate of Designation
Setting Forth the Preferences, Rights and Limitations of the Series C Preferred
Stock of ICC Worldwide, Inc. to be executed by its President and attested to by
its Secretary this ____ day of _____, 2009.

    


    
      
        
          
            	
                    ICC
      WORLDWIDE, INC.

                  	 
      
	 
      	 
      
	
                    By:

                  	
                       

                  	 
      
	
                    Richard
      K. Lauer

                  	 
      
	
                    President

                  	 
      
	 
      	 
      
	 
      	 
      
	
                    ATTEST:

                  	 
      
	 
      	 
      
	
                       

                  	 
      
	
                    Scott
      K Anderson, Jr.

                  	 
      
	
                    Secretary

                  	 
      


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
H-1

    


    Amended
Purchase Agreement

    Adamas
Fund

    


    SIXTH AMENDMENT
TO

    SHARE PURCHASE
AGREEMENT

    


    


    This Sixth Amendment (“Six
Amendment”) is effective as of the 30th day of June, 2009, by and between ICC
WORLDWIDE, INC. (formerly, Torbay Holdings, Inc.), a Delaware corporation (the
“Issuer” or the “Company”), and THE ADAMAS FUND, LLLP (formerly THE BLACK
DIAMOND FUND, LLLP), a Minnesota limited liability limited partnership (the
“Buyer”).

    


    WITNESSETH:

    


    WHEREAS,
the Issuer and the Buyer entered into a Share Purchase Agreement (the “Original
Agreement”) dated June 29, 2007 in which the Issuer sold preferred stock and
common stock to the Buyer; and

    


    WHEREAS, the Original Agreement was
amended by a First Amendment dated July 24, 2007 (the “First Amendment”) to
clarify certain representations and terms of that Agreement following the
signing of the Original Agreement, and

    


    WHEREAS, the Original Agreement was
further amended by a Second Amendment dated September 28, 2007 (the “Second
Amendment”) to change the Put Option held by Buyer under the Original Agreement
and to swap the Company’s Series B preferred stock held by Buyer for the
Company’s Series C preferred stock which had more favorable preferences to Buyer
than the Series B stock, and

    


    WHEREAS, the Original Agreement was
further amended by a Third Amendment dated December 17, 2007 (the “Third
Amendment”) to increase the amount of stock purchased under the agreement and to
further change the Put Option held by Buyer; and

    


    WHEREAS, the Original Agreement was
further amended by a Fourth Amendment dated January 15, 2008 (the “Fourth
Amendment”) which further changed the Put Option held by Buyer and granted
certain warrants to the Buyer); and

    


    WHEREAS, the Original Agreement was
further amended by a Fifth Amendment dated July 9, 2008 (the “Fifth Amendment”)
which further changed the Put Option held by Buyer and added an option for the
Company to call 50% of the preferred stock purchased by Buyer, (the Original
Agreement, as amended by the First Amendment, the Second Amendment, the Third
Amendment, the Fourth Amendment, and the Fifth Amendment is hereinafter referred
to as the “Existing Agreement”, and

    


    WHEREAS,
the Issuer and Buyer now seek to further amend the Existing Agreement to
eliminate the Put Option as part of the consideration offered in the Restructure
and Exchange Agreement signed by the parties on even date herewith.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    1.
Paragraph 3.4 and all subparagraphs related to the Put Option are hereby deleted
in their entirety without replacement.

    


    IN
WITNESS WHEREOF, this Sixth Amendment has been executed by the parties hereto
effective as of the day and year first above written.

    


    
      
        	
                Buyer:

              	
                          

              	
                Issuer:

              
	 
      	 
      	 
      
	
                    

              	 
      	
                    

              
	
                George
      Q. Stevens, Investment Advisor

              	 
      	
                Richard
      K. Lauer, President

              
	
                The
      Adamas Fund, LLLP

              	 
      	
                ICC
      Worldwide, Inc.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
H-2

    


    Amended
Purchase Agreement

    Melanie
S Altholtz Irrevocable Trust

    


    SECOND AMENDMENT
TO

    SHARE PURCHASE
AGREEMENT

    


    This Second Amendment (“Second
Amendment”) is effective as of the 30th day of June, 2009, by and between ICC
WORLDWIDE, INC. (formerly, Torbay Holdings, Inc.), a Delaware corporation (the
“Issuer” or the “Company”), and The Melanie S. Altholtz Irrevocable Trust which
is located at 1800 Second St, Ste 758, Sarasota, FL 34236
(“Buyer”).

    


    WITNESSETH:

    


    WHEREAS,
the Issuer and the Buyer entered into a Share Purchase Agreement (the “Original
Agreement”) dated December 3, 2007 in which the Issuer sold preferred stock and
common stock to the Buyer; and

    


    WHEREAS, the Original Agreement was
amended by a First Amendment dated July 9, 2008 (the “First Amendment”) to
change the Put Option held by Buyer and added an option for the Company to call
50% of the preferred stock purchased by Buyer, (the Original Agreement, as
amended by the First Amendment, is hereinafter referred to as the “Existing
Agreement”), and

    


    WHEREAS,
the Issuer and Buyer now seek to further amend the Existing Agreement to
eliminate the Put Option as part of the consideration offered in the Restructure
and Exchange Agreement signed by the parties on even date herewith.

    


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

    


    1.
Paragraph 2 and all subparagraphs related to the Put Option are hereby deleted
in their entirety without replacement.

    


    IN
WITNESS WHEREOF, this Second Amendment has been executed by the parties hereto
effective as of the day and year first above written.

    


    
      
        	
                Buyer:

              	
                    

              	
                Issuer:

              
	 
      	 
      	 
      
	
                      

              	 
      	
                      

              
	
                Adam
      Altholtz, Trustee

              	 
      	
                Richard
      K Lauer, President

              
	
                The
      Melanie S. Altholtz Irrevocable Trust

              	 
      	
                ICC
      Worldwide, Inc.