PROMISSORY NOTE

Exhibit 4.1
PROMISSORY NOTE

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 cumulat