0001144204-08-002663 Sample Contracts

THIRD AMENDMENT TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • January 17th, 2008 • ICC Worldwide, Inc. • Computer & office equipment

This Third Amendment (“Third Amendment”) is made as of this 13th day of December, 2007, by and between ICC WORLDWIDE, INC. (formerly Torbay Holdings, Inc.) a Delaware corporation (the “Issuer” or the “Company”) and THE BLACK DIAMOND FUND, LLLP, a Minnesota limited liability limited partnership (the “Buyer”).

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • January 17th, 2008 • ICC Worldwide, Inc. • Computer & office equipment • Florida

This agreement (“Agreement”) is made as of this 3rdth day of December, 2007, by and between ICC Worldwide, Inc. (formally Torbay Holdings, Inc), a Delaware Corporation (“Issuer” or the “Company”) and The Melanie S. Altholtz Irrevocable Trust which is located at 1800 Second St, Ste 758, Sarasota, FL 34236 (“Buyer”).

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