Exhibit
10.1

    


    THE
NUTMEG GROUP, L.L.C.

    155
Revere Drive, Suite 10

    Northbrook,
Illinois 60062

     

    December
31, 2008

     

    ICC
Worldwide, Inc.

    3334 E.
Coast Highway #424

    Corona
del Mar, California 92625

    


    Gentlemen:

    


    This will confirm our agreement that
The Nutmeg Group, L.L.C., as agent for and on behalf of Nutmeg MiniFund, LLLP
(“Nutmeg”) is simultaneously herewith sending to StockTrans, Inc. Attn: Laura
Skorny, 44 W. Lancaster Ave., Ardmore, Pennsylvania 19003 for cancellation
certificates representing an aggregate of 19,696,389 shares of common stock (the
“Shares”) of ICC Worldwide, Inc. (“ICCWW”) together with signed stock powers
transferring the Shares to ICCWW. In consideration for the transfer and
cancellation of the Shares, ICCWW is simultaneously herewith issuing to Nutmeg a
Promissory Note dated the date hereof in the principal amount of $442,502.75 in
the form of Exhibit A attached hereto. The parties further agree as
follows:

    


    1.           ICCWW
is simultaneously herewith entering into with The Nutmeg/Mercury Fund LLLP a
First Amendment to September 26, 2007 Superseding Note (Superseding May 11, 2007
Note).

    


    2.           Nutmeg
waives any remaining balance due for investor relations services on that certain
invoice for the fourth quarter press releases in 2007 sent to ICCWW by Nutmeg on
January 25, 2008.

    


    3.           Nutmeg
represents, warrants and covenants to ICCWW as follows:

    


    (a)           The
Shares represents all of the shares of ICCWW’s capital stock  owned by
Nutmeg and none of such Shares are held or registered in the name of any
investment or other account managed by Nutmeg.

    


    (b)           The
principal due under this Note is exactly the amount that Nutmeg paid for the
stock in various transactions with the Company over time, less net sales
proceeds.

    


    (c)           At
the close of the transactions contemplated by this Agreement, Nutmeg will not
own of record or beneficially any of ICCWW’s capital stock.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (d)           None
of the funds which Nutmeg advises own or hold any warrants to purchase the
common stock of ICCWW.

    


    4.           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 ICCWW:

            	
              ICC
      Worldwide, Inc.

            
	 
      	
              3334
      E. Coast Hwy #424

            
	 
      	
              Corona
      del Mar, CA 92625

            
	 
      	 
      
	
              If
      to Nutmeg:

            	
              Randall
      S. Goulding

            
	 
      	
              The
      Nutmeg Group, L.L.C., as agent for and on behalf of Nutmeg MiniFund,
      LLLP

            
	 
      	
              155
      Revere Drive, Suite 10

            
	 
      	
              Northbrook,
      IL 60062

            


    

    


    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.

    


    5.           In
the event that any provision of this Agreement 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 Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

    


    6.           This
Agreement shall inures to the benefit and bind each of the parties hereto and
their respective successors and assigns.

    


    7.           This
Agreement and the promissory note being executed and delivered by ICCWW pursuant
hereto 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.

    


    8.           This
Agreement may not be modified, altered or amended, except by an agreement in
writing signed by both of the parties.

    


    9.           This
Agreement shall be construed according to and governed by the laws of the State
of California.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    10.           Each
party irrevocably appoints each and every one of its officers as its attorney
upon whom may be served any notice, process or pleading in any action or
proceeding against it arising out of or in connection with this Agreement; and
each party hereby consents that any action or proceeding against it be commenced
and maintained in any court within the State of California by service of process
on any such, officer; and each party agrees that the courts of Orange County in
the State of California shall have jurisdiction with respect to the subject
matter hereof and the person of such party. Notwithstanding the foregoing,
Nutmeg, in its absolute discretion may also initiate proceedings in the courts
of any other jurisdiction in which ICCWW may be found or in which any of its
properties may be located.

    


    In order to evidence your agreement
with all of the foregoing terms, please execute in the space indicated below and
return to the undersigned one copy of this Agreement.

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            Very
      truly yours,

                          
	 
      	 
      	 
	
                            THE
      NUTMEG GROUP, L.L.C., as agent for and on behalf of Nutmeg MiniFund,
      LLLP

                          
	 
      	 
      	 
	
                            By:

                          	
                            /s/
      Randall S Goulding

                          	 
	 
      	
                            Randall
      S. Goulding

                          	 


                  

                

              

            

          

        

      

    

    


    Terms
AGREED TO:

    


    ICC
WORLDWIDE, INC.

    


    
      
        
          	
                  By:

                	
                  /s/
      Richard K Lauer

                
	 
      	
                   
      Richard K. Lauer

                
	 
      	
                   
      President