f8k040508ex10i_celsius.htm


    Exhibit
10.1

    CONVERTIBLE
NOTE

    


    THIS NOTE
HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THE NOTE MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED
EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE
HARBOR THEREFROM.

    


    
      	
              No.
      04-2008

            	
              US
      $250,000

            


    

    


    CELSIUS
HOLDINGS, INC.

    


    8%
UNSECURED CONVERTIBLE NOTE

    


    THIS Note
is one of a duly authorized issue US $250,000.00 of CELSIUS HOLDINGS, INC., a
corporation organized and existing under the laws of the State of Nevada ("Celsius") designated as its 8%
Unsecured Convertible  Note.

    


           FOR
VALUE RECEIVED, Celsius promises to pay to CD Financial, LLC., the registered
holder hereof (the "Holder"), the principal sum of
Two Hundred and Fifty Thousand United States Dollars (US $250,000) together with
interest on the unpaid principal sum from the date hereof stated below as
provided herein.  After an Event of Default, interest will accrue on
the unpaid principal balance at the then current statutory interest rate
provided under Florida law. The principal of this Note and interest are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts, at the address
last appearing on the Note Register of Celsius as designated in writing by the
Holder from time to time. Celsius will make payments when due to the registered
holder of this Note and addressed to such holder at the last address appearing
on the Note Register at such time payment is made.

    


           This
Note is subject to the following additional provisions:

    


           1.     Celsius
shall be entitled to withhold from all payments of principal of this Note, and
any interest due on this Note any amounts required to be withheld under the
applicable provisions of the United States income tax laws or other applicable
laws at the time of such payments, and Holder shall execute and deliver all
required documentation in connection therewith.

    


           2.     This
Note has been issued subject to investment representations of the original
purchaser hereof and may be transferred or exchanged only in compliance with the
Securities Act of 1933,
as amended (the "Act"),
and other applicable state and foreign securities laws. In the event of any
proposed transfer of this Note, Celsius may require, prior to issuance of a new
Note in the name of such other person, that it receive reasonable transfer
documentation including legal opinions that the issuance of the Note in such
other name does not and will not cause a violation of the Act or any applicable
state or foreign securities laws. Prior to due presentment for transfer of this
Note, Celsius and any agent of Celsius may treat the person in whose name this
Note is duly registered on Celsius' Note Register as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither Celsius nor any such agent
shall be affected by notice to the contrary.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

           3.     Except
as provided by law, no recourse shall be had for the payment of the principal
of, or the interest on, this Note, or for any claim based hereon, or otherwise
in respect hereof, against any incorporator, shareholder, officer or director,
as such, past, present or future, of Celsius, all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

    


           4.     The
Holder of the Note, by acceptance hereof, agrees that this Note is being
acquired for investment and that such Holder will not offer, sell or otherwise
dispose of this Note except under circumstances which will not result in a
violation of the Act or any applicable state Blue Sky or foreign laws or similar
laws relating to the sale of securities.

    


           5.     This
Note shall be governed by and construed in accordance with the laws of the State
of Florida. Each of the parties consents to the jurisdiction of the state and
federal courts sitting in Palm Beach County, Florida, and hereby waives, to the
maximum extent permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in such
jurisdiction.

    


           6.     The
following shall constitute an "Event of
Default":

    


    
      	
              (a)  

            	
              Celsius
      shall default in the payment of principal on this Note and same shall
      continue for a period of five (5) days;
or

            


    

    
      	
              (b)  

            	
              Any
      of the representations or warranties made by Celsius herein or other
      written statements heretofore or hereafter furnished by Celsius in
      connection with the execution and delivery of this Note or the Agreement
      pursuant to which this Note has been  issued shall be false or
      misleading in any material respect at the time made;
  or

            


    

    
      	
              (c)  

            	
              Celsius
      shall fail to perform or observe, in any material respect, any other
      covenant, term, provision, condition, agreement or obligation of this Note
      and such failure shall continue uncured for a period of ten (10) days
      after written notice from the Holder of such failure;
  or

            


    

    
      	
              (d)  

            	
              Celsius
      shall (1) admit in writing its inability to pay its debts generally as
      they mature; (2) make an assignment for the benefit of creditors or
      commence proceedings for its dissolution; or (3) apply for or consent to
      the appointment of a trustee, liquidator or receiver for its or for a
      substantial part of its property or business;
or

            


    

    
      	
              (e)  

            	
              A
      trustee, liquidator or receiver shall be appointed for Celsius or for a
      substantial part of its property or business without its consent and shall
      not be discharged within ninety (90) days after such appointment;
      or

            


    

    
      	
              (f)  

            	
              Any
      governmental agency or any court of competent jurisdiction at the instance
      of any governmental agency shall assume custody or control of the whole or
      any substantial portion of the properties or assets of the Celsius and
      shall not be dismissed within ninety (90) days thereafter;
    or

            


    

    
      	
              (g)  

            	
              Bankruptcy,
      reorganization, insolvency or liquidation proceedings or other proceedings
      for relief under any bankruptcy law or any law for the relief of debtors
      shall be instituted by or against Celsius and, if instituted against
      Celsius, shall not be dismissed within ninety  (90) days after
      such institution or Celsius shall by any action or answer approve of,
      consent to, or acquiesce in any such proceedings or admit the material
      allegations of, or default in answering a petition filed in any such
      proceeding.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    Then, or
at any time thereafter, and in each and every such case, unless such Event of
Default shall have been waived in writing by the Holder (which waiver shall not
be deemed to be a waiver of any subsequent default) at the option of the Holder
and in the Holder's sole discretion, the Holder may consider
the  unpaid principal amount and interest under this Note immediately
due and payable, without presentment, demand, protest or notice of any kind, all
of which are hereby expressly waived, anything herein or in any note or other
instruments contained to the contrary notwithstanding, and the Holder may
immediately enforce any and all of the Holder's rights and remedies provided
herein or any other rights or remedies afforded by law.

    


           7. At the option of the
Holder, the unpaid principal of this Note may be converted in whole into two
hundred fifty unregistered convertible preferred shares of Celsius Holdings,
Inc. (“Preferred”), with par value of $1,000 each on the Closing Date of certain
two million dollar security agreement (“the Initial Maturity Date”), by issuing
an irrevocable written instruction to Celsius to convert the unpaid principal of
the Note into Common Shares (“Conversion Instructions”).

    


           8.     Accrued
interest under this Note shall be at the time of conversion or payment in
full.  In the event that the Holder has not provided Celsius with
Conversion Instructions on or before August 3, 2008, the unpaid principal
balance of this Note shall be paid on November 3,
2008.  Notwithstanding the foregoing or any contrary provision other
than paragraph 7 hereof, upon 5-days’ prior written notice to the Holder (a
“Prepayment Notice”), Celsius shall be permitted to prepay any balance due on
the Note, with accrued interest, without prepayment penalty or future interest
due, provided, if any such Prepayment Notice is given to the Holder before the
Initial Maturity Date, the Holder may exercise its rights to convert in
accordance with paragraph 7 hereof.

    


           9.     Nothing
contained in this Note shall be construed as conferring upon the Holder the
right to vote or to receive dividends or to consent or receive notice as a
shareholder in respect of any meeting of shareholders or any rights whatsoever
as a shareholder of Celsius, unless and to the extent converted in accordance
with the terms hereof.

    


    


           IN
WITNESS WHEREOF, Celsius has caused this instrument to be duly executed by an
officer thereunto duly authorized.

    


    Dated:
June 4, 2008

    


    CELSIUS
HOLDINGS, INC.

    a Nevada
Corporation

    


    By:  /s/ Jan Norelid                                                                          

           
Jan Norelid, Chief Financial Officer