RESTRUCTURE AND EXCHANGE AGREEMENT

Exhibit 10.1

RESTRUCTURE AND EXCHANGE AGREEMENT

This Restructure and Exchange Agreement (“Agreement”) is effective as of the 30th day of June, 2009, by and between ICC Worldwide, Inc., a Delaware corporation with its principal place of business at 3334 E. Coast Highway, Corona del Mar, CA 92625 (the “Company”), and the persons identified on the attached Exhibit A (each a “Securityholder “and they are collectively referred to herein as the “Securityholders”).

BACKGROUND

During the period from January 2008 through June 2009 certain of the Securityholders made loans to the Company in the aggregate principal amount of $3,605,000 pursuant to various loan agreements on various dates, as amended from time to time. Exhibit B attached hereto sets forth certain information concerning  each note including the name of the Securityholder holding the note, the date of the note, the original principal amount of the note, whether or not the note is convertible into the Company’s common stock, and the outstanding indebtedness on such note including accrued interest at June 30, 2009.  Exhibit B also sets forth the principal amount of the new superseding note to be issued to each Securityholder pursuant to Section 1 of this Agreement.

In connection with and as additional consideration for the making of the loans, the Company issued warrants to purchase an aggregate of 43,562,500 shares of the Company’s common stock and has obligated itself to issue to certain of the Securityholders warrants to purchase an additional 250,000 shares of the Company’s common stock. Exhibit C attached hereto sets forth certain information concerning the above referenced warrants, including the name of the Securityholder to whom the warrants were or are to be issued, the number of shares of the Company’s common stock for which the warrants are exercisable, the exercise price of such warrants and the term during which such warrants are exercisable.

During the period from June 2007 through December 2007, certain of the Securityholders purchased from the Company shares of the Company’s Series C convertible preferred stock.  The Series C convertible preferred stock is the only class or series of preferred stock of the Company outstanding. Exhibit D attached hereto sets forth the name of each Securityholder who has been issued Series C preferred stock and the number of shares of the Company’s Series C convertible preferred stock issued to and held by such Securityholder  as of June 30, 2009.

The Series C preferred stock votes with the Company’s common stock on all matters and entitles each holder to 60 votes per share of Series C preferred stock held.  As of June 30, 2009 there were outstanding an aggregate of 180,424,045 shares of common stock and an aggregate of 9,609,044 shares of Series C preferred stock. Therefore, as of June 30, 2009, the  holders of the Series C preferred stock have voting control in all actions which require a stockholder vote.

The Company and the Securityholders believe that it is in the best interests of the Company and its stockholders to adopt this Agreement in order to simplify the capital structure of the Company and reduce the number of fully diluted shares of the Company by:

(a) consolidating the above-described loans made to the Company into a single loan per lender and making the terms and conditions as uniform as possible for all loans, and

(b) eliminating the convertibility options in the loans and the preferred stock,

(c) eliminating the put option in the purchase agreements through which the Series C preferred stock was issued.

By reducing the number of fully diluted shares, the parties believe that the common stock of the Company will become more valuable and the trading volume of such shares will likely increase, thereby creating a more liquid market for the Company’s stock. By creating a more liquid market for the  the Company’s common stock, the Company expects to be able to raise additional funds to retire the debts and preferred stock held by the Securityholders prior to their respective maturities. However, the Securityholders understand and acknowledge that there is no assurance that consummation of this Agreement will have the foregoing results.

Each of the Company and the Securityholders has agreed to enter into this Agreement upon the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            Exchange for Superseding Notes .  As of June 30, 2009 each of the Securityholders set forth on Exhibit B hereby agrees to exchange all notes of the Company held by such Securityholder for the a new superseing note in the principal  amount set forth oposite such Securityholder’s name in Exhibit B. The new note shall be in the form attached hereto as Exhibit F. As further consideration for (a) the exchange of notes, (b) the amendment of certain of the rights and preferences of the Series C preferred stock as set forth in Section 3 of this Agreement and (c) the elimination of the put options held by certain Securityholders with regard to the Series C preferred stock held by them, as provided in Section 4 of this Agreement, the Company shall issue to each Securityholder who holds a convertible notes or preferred stock warrants to purchase the number of shares of the Company’s common stock set forth opposite the name of such Securityholder on Exhibit C.

2.            Warrants .  All warrants which the Company shall issue to the Securityholders pursuant to the preceding paragraph shall be in the same form as the warrants currently held by the Securityholders, except that the exercise price of the new warrants will be the $.0066 which was the weighted average of the closing price of the Company’s common stock for the last ten days on which the stock traded prior to June 30, 2009.  The new warrants shall be exercisable from and after the date of issuance thereof until June 30, 2014.

3.            Series C Preferred Stock .  Each of the Securityholders set forth in Exhibit D agrees to and authorizes the Company to file a Certificate of Amendment to the Certificate of Designation Setting Forth the Preferences, Rights and Limitations of the Series C preferred stock, filed on October 4, 2007, substantially in the form of Exhibit G, to reduce the liquidation preference of the Series C preferred stock from $.60 to $.36 per share and to eliminate the right of the holders of Series C preferred stock to convert such stock into the Company’s common stock.

4.            Put Option Holders.   The Securityholders set forth in Exhibit D agree that their respective Stock Purchase Agreements with the Company shall be amended pursuant to either a Sixth Amendment to Share Purchase Agreement in the form of Exhibit H-1 or a Second Amendment to Share Purchase Agrement in the form of Exhibit H-2 as applicable, in order to delete the sections 3.4 and 2, respectively in the original agreements related to certain put options under which the Secutiryholder could require the Company to repurchase the Series C preferred stock held by the Securityholder.

5.            Representations and Warranties of the Company .  The  Company represents and warrants that (a) it is a Delaware corporation duly organized, validly existing and in good standing, (b) it has the power and authority to own its properties and to carry on its business as now being conducted and is qualified to do business in every jurisdiction where such qualification is necessary, (c) it has the power and authority to execute, deliver and perform this Agreement, (d) the execution, delivery and performance of this Agreement have been duly authorized by all requisite action taken by the Company,(e) the execution, delivery and performance of this Agreement will not violate any organizational documents of the Company and (f)  the execution, delivery and performance of this Agreement will not violate any provision of law, any order of any court or other agency of government, or any indenture, agreement or other instrument to which it is a party, or by which it is bound, or be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Company.

           6.      Representations and Warranties of the Securityholders .  Each of the Securityholders severally represents and warrants to the Company that (a) such Securityholder has the power and authority to execute, deliver and perform this Agreement and, if such Securityholder is an entity, the execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate or other action taken by such Securityholder, (b) the securities attributed to the Securityholder in this Agreement and the exhibits hereto represent all the securities of the Company held by the Securityholder, (c) there are no other agreements or understanding with the Securityholder with regard to the securiites of the Company or the terms of their acquisition that should have been included in this Agreement or the exhibits thereto in order to accomplish the purposes of the Agreement, (d) the Company has made no representations to such Securityholder concerning the tax consequences to such Securityholder or the Company as a result of the consummation of this Agreement, (e) the securities are being acquired for investment and without any present view toward distribution thereof to any other persons, (f) the securities will not be sold or otherwise dispose of except in compliance with the registration requirements or exemptions provisions under the Securities Act of 1933, as amended, and the rules and regulations thereunder, (g) the Security holder is knowledgeable and experienced in financial business matters including businesses similar to Company’s, and (h) such Securityholder has no current intention of selling, transferring or otherwise disposing of the securities to any other person or entity.

7.            Choice of Law .  This Agreement shall be construed in accordance with and governed by the laws (excluding conflict of laws rules) of the State of Florida.

8.            Entire Agreement .  This Agreement, the exhibits and the schedules attached hereto constitute the entire agreement and understanding between the parties hereto in respect of the subject matter hereof and supersede any prior or contemporaneous agreement or understanding between the parties, written or oral, which relates to the subject matter hereof, including all correspondence between counsel for the parties and commitment letters.

9.            Successors and Assigns .  References in this Agreement to the parties hereto will be deemed to include their successors and permitted assigns and this Agreement be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.

10.            Counterparts .  This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument.

11.            Arbitration . Any disputes concerning this agreement or attempts to enforce this agreement or any of its provisions shall be governed by the laws of the state of Florida, and shall be decided by mandatory binding arbitration in Sarasota, Florida , through the American Arbitration Association, before one arbitration board or arbitration judge, pursuant to the American Arbitration Association's rules for Arbitration.  Any such arbitration decision by the arbitration board or arbitration judge shall be final in every respect, and may not be appealed in any court or in any subsequent arbitration proceeding.

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IN WITNESS WHEREOF, the parties, by persons duly authorized, have executed this Agreement as of the day above first written.

Exhibit A

Securityholders

Melanie S. Altholtz Irrevocable Trust (“M. Altholtz Trust”)

Exhibit B

INDEBTEDNESS OF SECURITYHOLDERS