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
Melanie S Altholtz Irrevocable Trust (“Payee”), having
its principal address at 1800 2nd Street, Suite 758, Sarasota, FL
34236, the sum of $200,000. This Note (this
“Note”) is issued due to loans for the Company’s
operations, for advances to be made, from time to time, as
reasonably needed for the Company’s operations.
1. Tranches. Maker has
requested that Payee advance funds as follows: $ 200,000
on signing.
2.
Maturity. The amount outstanding under this Note will be
due and payable at the address of Payee or such other place as
Payee may designate on January 31, 2012 (the “Maturity
Date”). No advances shall be made by Payee after
the Maturity Date.
3. Payments of Interest and
Principal.
a.) As shown in
the attached Exhibit A, through July 2009 monthly payments shall be
interest only. Thereafter, interest and principal under this Note
shall be payable monthly.
b) The monthly payment of interest
and/or interest and principal will be increased by 50% starting in
the third month of the calendar quarter following the calendar
quarter in which the Company first reports positive cash provided
by operations in its Statement of Cash Flows as part of its
quarterly 10-Q or 10-K reports to the US Securities and Exchange
Committee.
4. Interest Rate. The
outstanding principal balance of this Note shall bear interest at a
rate of 15% per annum.
5. Pre-Payment Option: Maker may at any time and
from time to time, prepay part or all of the outstanding Note
without penalty.
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, it will comply with each of the following
covenants (except in any case where Payee has specifically
consented otherwise in writing):
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Financial
Reporting: Maker shall timely file all forms required of a
“Reporting Company”, under Section 13 of the Securities
Exchange Act of 1934.
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Notice of Event
of Default. Maker shall furnish to Payee notice of the
occurrence of any Event of Default (as defined herein) within five
(5) days after it becomes known to an executive officer of
Maker.
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8. Event of Default. For
purposes of this Note, the Maker shall be in default hereunder (and
an “Event of Default” shall have occurred hereunder)
if:
A. Maker shall fail to pay when 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 a
