Exhibit
4.1

    


    PROMISSORY
NOTE

    


    
      	
              December
      31, 2008

            	
              $442,502.75

            


    

    


    FOR VALUE
RECEIVED, ICC Worldwide, Inc. (the “Maker” or “Company”), a Delaware corporation
having its principal mailing address at 3334 E. Coast Highway #424, Corona del
Mar, California 92625, hereby promises pay  to the order of Nutmeg
MiniFund, LLLP (“Nutmeg” or “Payee”), having an address at 155 Revere Drive,
Suite 10, Northbrook, Illinois 60062, or at such other place as Payee shall
hereafter designate in writing to Maker, the principal amount of Four Hundred
and Forty-Two Thousand and Five Hundred and Two dollars and seventy-five cents
($442,502.75) and further agrees as follows.

    


    1. Interest Rate. The
outstanding principal balance of this Note shall bear interest at a rate of 5%
per annum payable on the last day of each calendar quarter.

    


    2.  Interest and Principal
Payments.  Payments of interest and principal shall be made at
the end of the respective calendar quarter as set forth in Exhibit
A.

    


    3.  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.

    


    4.  Security.  This
Note is unsecured and, in the event of the bankruptcy or liquidation of
Maker,  is pari
passu as to payments of principal and interest to any unsecured
promissory notes of Maker to The Adamas Fund, LLLP, The Stealth Fund, LLLP and
the Karyn M. Blaise Irrevocable Trust.

    


    5.  Events 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 written notice from Payee that such payment is due for 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, 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.

    


    5.  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
15% per annum.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    6.  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.

    


    7.  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:

            	
              Randall
      S. Goulding

            
	 
      	
              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.

    


    8.  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.

    


    9.  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.

    


    10.  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.

    


    11.  Modification of
Note.  This Note may not be modified, altered or amended,
except by an agreement in writing signed by both the Maker and the
Payee.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


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

    


    13.  Consent to Jurisdiction and
Service of Process.  Maker irrevocably appoints each and every
officer of Maker as its attorney upon whom may be served any notice, process or
pleading in any action or proceeding against it arising out of or in connection
with this Note; and Maker hereby consents that any action or proceeding against
it be commenced and maintained in any court within the State of California by
service of process on any such, officer; and Maker 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 Maker. Notwithstanding the
foregoing, Payee, in its absolute discretion may also initiate proceedings in
the courts of any other jurisdiction in which Maker may be found or in which any
of its properties may be located.

    


    IN WITNESS WHEREOF, Maker has duly
executed this Note on December 31, 2008.

     

    
      
      

    

    
      
        
          
            	
                    ICC
      WORLDWIDE, INC.

                  
	 
      
	
                    /s/
      Richard K Lauer

                  
	
                    Richard
      K. Lauer

                  
	
                    President
      & CEO

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	 	
                        Exhibit
      A

                      	
                         

                      	 
	 	 	 	 
	
                        Quarter

                      	 
      	 	 
      
	
                        Ending

                      	
                        Interest

                      	 	
                        Principal

                      
	 
      	 
      	 	 
      
	
                        3/31/2009

                      	
                        No
      payment due; interest to accrue

                      	$	
                        0.00

                      
	
                        6/30/2009

                      	
                        No
      payment due; interest to accrue

                      	$	
                        0.00

                      
	
                        9/30/2009

                      	
                        All
      accrued interest due

                      	$	
                        0.00

                      
	
                        12/31/2009

                      	
                        All
      accrued interest due

                      	$	
                        0.00

                      
	
                        3/31/2010

                      	
                        All
      accrued interest due

                      	$	
                        0.00

                      
	
                        6/30/2010

                      	
                        All
      accrued interest due

                      	$	
                        0.00

                      
	
                        9/30/2010

                      	
                        All
      accrued interest due

                      	$	
                        0.00

                      
	
                        12/31/2010

                      	
                        All
      accrued interest due

                      	$	
                        25,000.00

                      
	
                        3/31/2011

                      	
                        All
      accrued interest due

                      	$	
                        25,000.00

                      
	
                        6/30/2011

                      	
                        All
      accrued interest due

                      	$	
                        25,000.00

                      
	
                        9/30/2011

                      	
                        All
      accrued interest due

                      	$	
                        25,000.00

                      
	
                        12/31/2011

                      	
                        All
      accrued interest due

                      	$	
                        27,500.00

                      
	
                        3/31/2012

                      	
                        All
      accrued interest due

                      	$	
                        27,500.00

                      
	
                        6/30/2012

                      	
                        All
      accrued interest due

                      	$	
                        27,500.00

                      
	
                        9/30/2012

                      	
                        All
      accrued interest due

                      	$	
                        27,500.00

                      
	
                        12/31/2012

                      	
                        All
      accrued interest due

                      	$	
                        30,000.00

                      
	
                        3/31/2013

                      	
                        All
      accrued interest due

                      	$	
                        30,000.00

                      
	
                        6/30/2013

                      	
                        All
      accrued interest due

                      	$	
                        30,000.00

                      
	
                        9/30/2013

                      	
                        All
      accrued interest due

                      	$	
                        30,000.00

                      
	
                        12/31/2013

                      	
                        All
      accrued interest due

                      	$	
                        32,500.00

                      
	
                        3/31/2014

                      	
                        All
      accrued interest due

                      	$	
                        32,500.00

                      
	
                        6/30/2014

                      	
                        All
      accrued interest due

                      	$	
                        32,500.00

                      
	
                        9/30/2014

                      	
                        All
      accrued interest due

                      	$	
                        15,002.75

                      
	 
      	 
      	$	
                        442,502.75