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 The Stealth Fund, LLLP, a Minnesota limited liability,
limited partnership (“Payee”), having its principal
address at 1800 2 nd Street, Suite 758, Sarasota, FL 34236, the sum
of two hundred fifty thousand dollars ($250,000). 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 acknowledges it has received these
funds.
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 April 30, 2013 (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 September 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 as provided in subparagraph A above), and such default
shall continue uncured for twenty (20) days after notice thereof to
Maker given by Payee, or if an Event of Default shall occur under
any other Loan Document;
C. Maker: becomes insolvent, bankrupt
or generally fails to pay its debts as such debts become
due.
9. 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 b
