f8k012208ex10i_celsius.htm


    Exhibit
      10.1

    


    EXCHANGE
      AGREEMENT

    


    This
      Exchange Agreement (the “Agreement”) is dated this January 17, 2008, by and
      among Celsius Holdings, Inc., a Nevada corporation (the “Company”), and
      Brennecke Partners LLC (“Holder”).

    


    WHEREAS,
      Holder, beneficially owns and holds that certain promissory issued by the
      Company in the amount of $250,000.00 and dated April 2, 2007 (the “April 2, 2007
      Note”);

    


    WHEREAS,
      the Holder desires to exchange the April 2, 2007 Note for 1,000,000 shares
      of
      the Company’s common stock, par value $.001 per share (“Common Stock”), and a
      new promissory note in the amount of $105,000.00 in substantially similar form
      to the promissory note attached hereto as Exhibit A (the “New Promissory Note”),
      and the Company desires to issue the Common Stock and New Promissory Note in
      exchange for the April 2, 2007 Note, all on the terms and conditions set forth
      in this Agreement;

    


    WHEREAS,
      the Holder shall waive and relinquish any and all rights that the Holder may
      have in and to the accrued and unpaid interest on the April 2, 2007 Note;
      and

    


    WHEREAS,
      the reliance upon the representations made by the Holder in this Agreement,
      the
      transactions contemplated by this Agreement are such that the offer and exchange
      of securities by the Company under this Agreement will be exempt from
      registration under applicable United States securities laws because this is
      an
      exchange offer pursuant to Section 3(a)(9) of the Securities Act of 1933, as
      amended (the “Securities Act”) and it is a private placement intended to be a
      non-public offering pursuant to Section 4(2) of the Securities Act and/or
      Regulation D promulgated under the Securities Act.

    


    NOW,
      THEREFORE, in consideration of the terms and conditions contained herein, and
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the Company and the Holder hereby agree as follows:

    


    1.  Exchange.
      Subject to and upon
      the terms and conditions set forth in this Agreement, the Holder agrees to
      surrender to the Company (the “Exchange”) the April 2, 2007 Note beneficially
      owned by the Holders for 1,000,000 shares of the Company’s newly issued Common
      Stock (the “Exchange Shares”) and a newly issued promissory note in
      substantially similar form to the promissory note attached hereto as Exhibit
      A
      (the “New Promissory Note”).

    


    1.1   Delivery.
      The Holder
      will promptly deliver, or cause to be delivered, to the Company the April 7,
      2007 Note duly endorsed by Holder in its full legal name under the following
      caption:

    


    “SATISFACTION:
      The debt evidenced by this Note has been satisfied in full this the ____day
      of
      January, 2008.

    


     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    
 

    Promptly
      after receipt of the duly endorsed April 2, 2007 Note, the Company will deliver
      or cause to be delivered to the Holder at the address set forth on the signature
      page of this Agreement (or at such other address provided to the Company in
      writing), a certificate or certificates representing the Exchange Shares issued
      in the name of the Holder, in such denominations as Holder requests in writing
      and the New Promissory Note.

    


    1.2   Waiver.
      In
      consideration of the Exchange, each Holder hereby waives, releases, acquits
      and
      forever discharges the Company, and all of its respective subsidiaries,
      affiliates, agents, employees, officers, and directors, as well as their
      respective heirs, successors, legal and personal representatives, and assigns
      of
      any and all of them, from and against any and all claims, liabilities, losses,
      damages, cause or causes of action of any kind or character whatsoever, whether
      liquidated, unliquidated or disputed, asserted or assertable, known or unknown,
      in contract or in tort, at law or in equity, which the Holder might now or
      hereafter having arising out of or in connection with or relating to the April
      2, 2007 Note, including all rights to any and all amounts of accrued and unpaid
      interest or other amounts due on or in connection with the April 2, 2007
      Note.

    


    1.3   SEC
      Reports. The
      Company is a reporting company under the Exchange Act of 1934, as amended (the
      “Exchange Act”) and has filed with the United States Securities and Exchange
      Commission (the “SEC”) all reports required to be filed by the Company under
      Section 13 or 15(d) of the Exchange Act (the “SEC Reports”). The Holder has had
      the opportunity to review, and has reviewed, all such reports and information
      which the Holder deemed material to an investment decision regarding the
      Exchange and the investment in the Exchange Shares.

    


    1.4   Section
      3(a)(9).
      Assuming the accuracy of the representations and warranties of the Holder set
      forth in section 3 of this Agreement, the Company acknowledges and agrees that
      the Exchange qualifies as an exchange under Section 3(a)(9) of the Securities
      Act.

    


    2.  Representations
      and Warranties of the
      Company. The Company represents and warrants to the Holders that:

    


    2.1   Organization
      and
      Qualification. The Company is duly organized, validly existing and in
      good standing under the laws of the State of Delaware.

    


    


    2.2   Authorization;
      Enforcement;
      Validity. The Company has the requisite power and authority to enter into
      and perform the transactions contemplated by this Agreement.

    


    
      
         

      

      
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    2.3   Issuance
      of Exchange Shares
      and New Promissory Note. The issuance of the Exchange Shares is duly
      authorized and, upon issuance in accordance with the terms hereof, the Exchange
      Shares shall be validly issued, fully paid and nonassessable shares of the
      Common Stock of the Company and the New Promissory Note shall be a valid
      obligation of the Company. Assuming the accuracy of each of the representations
      and warranties of the Holder contained in Section 3 of this Agreement, the
      issuance by the Company of the Exchange Shares and New Promissory Note in
      accordance with the terms of this Agreement is exempt from registration under
      the Securities Act.

    


    2.4   No
      Conflicts. The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby (including,
      without limitation, the issuance of the Exchange Shares) will not result in
      a
      violation of the articles of incorporation or bylaws of the Company.

    


    


    2.5   Acknowledgment
      Regarding the
      Exchange. The Company acknowledges and agrees that the Holder is acting
      solely in the capacity of an arm’s length third party with respect to this
      Agreement and the transactions contemplated hereby. The Company further
      acknowledges the Holder is not acting as a financial advisor or fiduciary of
      the
      Company (or in any similar capacity) with respect to this Agreement and the
      transactions contemplated hereby, and any advice given by the Holder or any
      of
      its representatives or agents in connection with this Agreement is merely
      incidental to the Exchange.

    


    2.6   No
      Commission; No Other
      Consideration. The Holder has not paid or given, and has not agreed to
      pay or give, directly or indirectly, any commission or other remuneration for
      soliciting the Exchange. The Exchange Shares and New Promissory Note are being
      issued exclusively for the exchange of the April 2, 2007 Note and no other
      consideration has or will be paid for the Exchange Shares and New Promissory
      Note.

    


    2.7   No
      General
      Solicitation. Neither the Company, nor any of its affiliates, nor any
      person acting on its or their behalf, has engaged in any form of general
      solicitation or general advertising (within the meaning of Regulation D) in
      connection with the Exchange.

    


    3.  Representations
      and
      Warranties of the Holder. The Holder represents and warrants to the
      Company that:

    


    3.1   No
      Public Sale or
      Distribution. The Holder is acquiring the Exchange Shares and New
      Promissory Note in the ordinary course of business for its own account and
      not
      with a view towards, or for resale in connection with, the public sale or
      distribution thereof; provided, however, that by making the representations
      herein, the Holder does not agree to hold any of the Exchange Shares or New
      Promissory Note for any minimum or other specific term and reserves the right
      to
      dispose of the Exchange Shares and/or New Promissory Note at any time in
      accordance with or pursuant to a registration statement or an exemption from
      the
      registration requirements of the Securities Act and applicable state securities
      laws. The Holder does not presently have any agreement or understanding,
      directly or indirectly, with any person to distribute, or transfer any interest
      or grant participation rights in, the April 2, 2007 Note, the Exchange Shares
      or
      the New Promissory Note.

    


    3.2   Accredited
      Investor and
      Affiliate Status. The Holder is an “accredited investor” as that term is
      defined in Rule 501 of Regulation D under the 1933 Act. The Holder is not,
      and
      has not been, for a period of at least three months prior to the date of this
      Agreement (a) an officer or director of the Company, (b) an “affiliate” of the
      Company (as defined in Rule 144) (an “Affiliate”) or (c) a “beneficial owner” of
      more than 10% of the common stock (as defined for purposes of Rule 13d-3 of
      the
      Exchange Act).

     

    
      
         

      

      
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    3.3   Reliance
      on
      Exemptions. The Holder understands that the Exchange is being made in
      reliance on specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Company is relying in
      part
      upon the truth and accuracy of, and each Holder’s compliance with, the
      representations, warranties, agreements, acknowledgments and understandings
      of
      the Holder set forth herein in order to determine the availability of such
      exemptions and the eligibility of each Holder to complete the Exchange and
      to
      acquire the Exchange Shares and New Promissory Note.

    


    3.4   Information.
      The
      Holder has been furnished with all materials relating to the business, finances
      and operations of the Company and materials relating to the Exchange which
      have
      been requested by the Holder. The Holder has been afforded the opportunity
      to
      ask questions of the Company. Neither such inquiries nor any other due diligence
      investigations conducted by the Holder or its representatives shall modify,
      amend or affect the Holder’s right to rely on the Company’s representations and
      warranties contained herein. The Holder acknowledges that all of the documents
      filed by the Company with the SEC under Sections 13(a), 14(a) or 15(d) of the
      Exchange Act are available to the Holder, and the Holder has not relied on
      any
      statement of the Company not contained in such documents in connection with
      the
      Holder’s decision to enter into this Agreement and the Exchange.

    


    3.5   Risk.
      The Holder
      understands that its investment in the Exchange Shares and New Promissory Note
      involves a high degree of risk. The Holder is able to bear the risk of an
      investment in the Exchange Shares and New Promissory Note including, without
      limitation, the risk of total loss of its investment. The Holder has sought
      such
      accounting, legal and tax advice as it has considered necessary to make an
      informed investment decision with respect to the Exchange. There is no assurance
      that the Exchange Shares will continue to be quoted, traded or listed for
      trading or quotation on the Nasdaq over-the-counter (“OTC”) market or on any
      other organized market or quotation system.

    


    3.6   No
      Governmental
      Review. The Holder understands that no United States federal or state
      agency or any other government or governmental agency has passed on or made
      any
      recommendation or endorsement in connection with the Exchange or the fairness
      or
      suitability of the investment in the Exchange Shares or New Promissory Note
      nor
      have such authorities passed upon or endorsed the merits of the offering of
      the
      Exchange Shares or New Promissory Note.

    


                   
      3.7   Organization;
      Authorization. The Holder has the requisite organizational power and
      authority to enter into and perform its obligations under this Agreement.

    


    3.8   Validity;
      Enforcement. This Agreement has been duly and validly authorized,
      executed and delivered on behalf of the Holder and shall constitute the legal,
      valid and binding obligations of the Holder enforceable against the Holder
      in
      accordance with its terms.

     

    
      
         

      

      
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    3.9   Ownership
      of the April 2,
      2007 Note. Holder is the beneficial owner of the April 2, 2007 Note. The
      Holder paid for the April 2, 2007 Note in full, and has continuously held the
      April 2, 2007 note since its issuance. The Holder, individually or through
      a
      nominee, owns the April 2, 2007 Note outright and free and clear of any options,
      contracts, agreements, liens, security interests, or other encumbrances.

    


    3.10   Prior
      Investment
      Experience. The Holder acknowledges that it has prior investment
      experience, including investment in non-listed and non-registered securities,
      or
      has employed the services of an investment advisor, attorney or accountant
      to
      read all of the documents furnished or made available by the Company to it
      and
      to evaluate the merits and risks of such an investment on its behalf, and that
      it recognizes the highly speculative nature of this investment.

    


    3.11   Tax
      Consequences. The
      Holder acknowledges that the Company has made no representation regarding the
      potential or actual tax consequences for the Holder which will result from
      entering into the Agreement and from consummation of the Exchange. The Holder
      acknowledges that it bears complete responsibility for obtaining adequate tax
      advice regarding the Agreement and the Exchange.

    


    3.12   No
      Registration, Review or
      Approval. The Holder acknowledges, understands and agrees that the
      Exchange Shares and New Promissory Note are being offered and exchanged
      hereunder pursuant to (a) an exchange offer exemption under Section 3(a)(9)
      of
      the Securities Act and (b) (i) a private placement exemption to the registration
      provisions of the Securities Act pursuant to Section 4(2) of such Securities
      Act
      and/or Regulation D promulgated under the Securities Act) and (ii) a similar
      exemption to the registration provisions of applicable state securities
      laws.

    


    4.  Conditions
      Precedent to
      Obligations of the Company. The obligation of the Company to consummate
      the transactions contemplated by this Agreement is subject to the satisfaction
      of each of the following conditions, provided that these conditions are for
      the
      Company’s sole benefit and may be waived by the Company at any time in its sole
      discretion by providing the Holder with prior written notice thereof:

    


    4.1   Delivery.
      The Holder
      shall have delivered to the Company the April 2, 2007 Note, endorsed as set
      forth in paragraph 1.1.

    


    


    4.2   No
      Prohibition. No
      order of any court, arbitrator, or governmental or regulatory authority shall
      be
      in effect which purports to enjoin or restrain any of the transactions
      contemplated by this Agreement.

    


    5.  Conditions
      Precedent to
      Obligations of the Holder. The obligation of the Holder to consummate the
      transactions contemplated by this Agreement is subject to the satisfaction
      of
      the condition that no order of any court, arbitrator, or governmental or
      regulatory authority shall be in effect which purports to enjoin or restrain
      any
      of the transactions contemplated by this Agreement. Such condition is for the
      Holder’s sole benefit and may be waived by the Holder at any time in its sole
      discretion by providing the Company with prior written notice thereof.

     

     

    
      
         

      

      
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    6.  Governing
      Law;
      Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed
      under the laws of the state of New York, without regard to principles of
      conflicts of law or choice of law that would permit or require the application
      of the laws of another jurisdiction.  The Company and Holder each
      hereby agrees that all actions or proceedings arising directly or indirectly
      from or in connection with this Agreement shall be litigated only in the Supreme
      Court of the State of New York or the United States District Court for the
      Southern District of New York located in New York County, New
      York.  The Company and Holder each consents to the exclusive
      jurisdiction and venue of the foregoing courts and consents that any process
      or
      notice of motion or other application to either of said courts or a judge
      thereof may be served inside or outside the State of New York or the Southern
      District of New York by certified or registered mail, return receipt requested,
      directed to such party at its or his address set forth below (and service so
      made shall be deemed “personal service”) or by personal service or in such other
      manner as may be permissible under the rules of said courts.  THE
      COMPANY AND HOLDER EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION
      WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.

    


    7.   Counterparts.
      This Agreement may be executed in two or more identical counterparts, all of
      which shall be considered one and the same agreement and shall become effective
      when counterparts have been signed by each party and delivered to the other
      party; provided that a facsimile signature shall be considered due execution
      and
      shall be binding upon the signatory thereto with the same force and effect
      as if
      the signature were an original, not a facsimile signature.

    


    8.   Headings.
      The headings of this Agreement are for convenience of reference and shall not
      form part of, or affect the interpretation of, this Agreement.

    


    9.   Severability.
      If any provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction.

    


    10.   Entire
      Agreement; Amendments. This Agreement supersedes all other prior oral or
      written agreements between the Holder, the Company, their affiliates and persons
      acting on their behalf with respect to the matters discussed herein, and this
      Agreement and the instruments referenced herein contain the entire understanding
      of the parties with respect to the matters covered herein and therein and,
      except as specifically set forth herein or therein, neither the Company nor
      the
      Holder makes any representation, warranty, covenant or undertaking with respect
      to such matters. No provision of this Agreement may be amended other than by
      an
      instrument in writing signed by the Company and the Holder. No provision hereof
      may be waived other than by an instrument in writing signed by the party against
      whom enforcement is sought.

    


    11.   Notices.
      Any notices, consents, waivers or other communications required or permitted
      to
      be given under the terms of this Agreement must be in writing and will be deemed
      to have been delivered: (a) upon receipt, when delivered personally; (b) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (c) one calendar day (excluding Saturdays, Sundays, and national banking
      holidays) after deposit with an overnight courier service, in each case properly
      addressed to the party to receive the same. 

     

     

    
      
         

      

      
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    The
      addresses and facsimile numbers for such communications shall be:

    


    If
      to the
      Company:

    


    Celsius
      Holdings, Inc.

    140
      NE
      4th Avenue, Suite C

    Delray
      Beach, Florida 33483

    Telephone:   561-276-2239

    Facsimile:   561-276-2268

    Attention:
      Jan Norelid

    


    If
      to the
      Holder:

    


    Brennecke
      Partners LLC

    171
      Stamford Ave.

    Stamford,
      CT 06902

    Telephone:
      203-984-5971

    Facsimile:  
       702-975-1944

    Attention:
      Ray Tellini, Managing Member

    


    or
      to
      such other address and/or facsimile number and/or to the attention of such
      other
      person as the recipient party has specified by written notice given to each
      other party five (5) days prior to the effectiveness of such change.

    


    12.   Successors
      and
      Assigns. This Agreement shall be binding upon and inure to the benefit of
      the parties and their respective successors and assigns, including any
      purchasers of the Exchange Shares and/or New Promissory Note. The Holder may
      assign some or all of its rights hereunder without the consent of the Company,
      in which event such assignee shall be deemed to be the Holder hereunder with
      respect to such assigned rights.

    


    13.   No
      Third Party
      Beneficiaries. This Agreement is intended for the benefit of the parties
      hereto and their respective permitted successors and assigns, and is not for
      the
      benefit of, nor may any provision hereof be enforced by, any other
      person.

    


    14.   Survival
      of
      Representations. The representations and warranties of the Company and
      the Holder contained in sections 2 and 3, respectively, will survive the closing
      of the transactions contemplated by this Agreement.

    


    15.   Further
      Assurances. Each party shall do and perform, or cause to be done and
      performed, all such further acts and things, and shall execute and deliver
      all
      such other agreements, certificates, instruments and documents, as any other
      party may reasonably request in order to carry out the intent and accomplish
      the
      purposes of this Agreement and the consummation of the transactions contemplated
      hereby.

     

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      and delivered by their duly authorized officers as of the date first above
      written.

    


    


    CELSIUS
      HOLDINGS, INC., a Nevada corporation

    


    


    By:
      _______/s/ Jan
      Norelid  1/22/08_________

    Jan
      Norelid, Chief Financial Officer

    


    


    


    BRENNECKE
      PARTNERS, LLC

    


    


    By:
      _______/s/ Ray
      Tellini  1/17/08_________

    Ray
      Tellini, Managing Member

     

     

    
      
         

      

      
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    Exhibit
      A

    


    NOTE

    


    
      	
              $105,000.00

            	

            	
              January
                17, 2008 

            


    

    


    FOR
      VALUE RECEIVED, Celsius
      Holdings, Inc (the “Maker”), a Nevada corporation with a address of 140 NE
      4th
      Ave, Delray Beach, Florida, promises to pay, to Brennecke Partners LLC or its
      assigns or successors-in-interest (the “Holder”), at 171 Stamford Ave.,
      Stamford, CT 06902 (or at such other place as may be designated by Holder),
      the
      principal sum of ONE HUNDRED FIVE THOUSAND Dollars ($105,000) together with
      no
      interest accruing on the outstanding principal balance.  The Note
      (this “Note”) is due and payable in  7 equal monthly installments of
      FIFTEEN THOUSAND Dollars ($15,000) (“Installments”) in cash by wire transfer of
      immediately available funds to the Holder on first Business Day (as defined
      below) of each month starting on March 1, 2008 until the last and seventh
      payment on September 1, 2008. As
      used herein “Business
      Day”
      means any day other than a Saturday,
      Sunday, or other day on which commercial banks located in New
      York City are
      authorized or required by law to
      remain closed.

     

    This
      Note
      is subject to the following additional provisions:

     

    1. Interest.  No
      interest shall accrue on the principal of this Note. Notwithstanding anything
      contained herein, the principal balance due hereunder shall bear interest,
      from
      and after the occurrence and during the continuance of a default in the timely
      payment of principal or interest hereunder, at the rate of the lower of eighteen
      percent (18%) per annum or the highest rate permitted by law, and from and
      after
      such time interest shall be payable from time to time on demand.  The
      interest for default shall be calculated using a 365 day year and paid for
      the
      actual number of days elapsed. Unless otherwise agreed or required by applicable
      law, payments will be applied first to any unpaid collection costs, then to
      unpaid interest and fees and any remaining amount to principal.

     

    2.  Prepayment.  The
      Maker may pre-pay all or any part of this Note at any time, without cost or
      penalty.

     

    3. No
      Impairment.  The Maker shall not take any action, directly or
      indirectly, which would impair the rights of the Holder hereunder.

     

    4. Obligations
      Absolute.  No provision of this Note shall alter or impair the
      right of the Holder to receive payment in full of the Installments when
      due.

     

    5. Waivers
      of
      Demand.  The Maker and any other person who signs, guarantees
      or endorses this Note, to the extent allowed by law, hereby expressly waives
      demand and presentment for payment, notice of nonpayment, protest, notice of
      protest, notice of dishonor, notice of acceleration or intent to accelerate,
      all
      other notices whatsoever and bringing of suit and diligence in taking any action
      to collect amounts called for hereunder, and will be directly and primarily
      liable for the payment of all sums owing and to be owing hereon, regardless
      of
      and without any notice, diligence, act or omission as or with respect to the
      collection of any amount called for hereunder.

     

    
      
         

      

      
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    6. Replacement
      Note.  In the event that the Holder notifies the Maker that
      this Note has been lost, stolen or destroyed, a replacement Note identical
      in
      all respects to the original Note (except for the outstanding principal amount,
      if different than that shown on the original Note), shall be delivered to the
      Holder, provided that the Holder executes and delivers to the Maker an agreement
      reasonably satisfactory to the Maker to indemnify the Maker from any loss
      incurred by it in connection with this Note.

     

    7. Payment
      of
      Expenses.  The Maker agrees to pay all costs and expenses,
      including attorneys’ fees and expenses, which may be incurred by the Holder in
      enforcing this Note and/or collecting any amount due under this
      Note.

     

    8. Savings
      Clause.  In case any provision of this Note is held by a court
      of competent jurisdiction to be excessive in scope or otherwise invalid or
      unenforceable, such provision shall be adjusted rather than voided, if possible,
      so that it is enforceable to the maximum extent possible, and the validity
      and
      enforceability of the remaining provisions of this Note will not in any way
      be
      affected or impaired thereby.  In no event shall the amount of
      interest paid hereunder exceed the maximum rate of interest on the unpaid
      principal balance hereof allowable by applicable law.  If any sum is
      collected in excess of the applicable maximum rate, the excess collected shall
      be applied to reduce principal of this Note.  If the amount of
      interest actually collected hereunder is still in excess of the applicable
      maximum rate, the interest rate shall be reduced so as not to exceed the maximum
      amount allowable under law.

     

    9. Amendment.  Neither
      this Note nor any term hereof may be amended, waived, discharged or terminated
      other than by a written instrument signed by both the Maker and the
      Holder.

     

    10.  Assignment.  The
      Holder may without notice transfer or assign to one or more third parties this
      Note or any interest herein and may mortgage, encumber or transfer any of its
      rights or interests in and to this Note or any part hereof in accordance with
      applicable securities laws, rules and regulations.  Each assignee,
      transferee and mortgagee shall have the right to transfer or assign its interest
      in accordance with the prior sentence.  Each such assignee, transferee
      and mortgagee shall have all of the rights of the Holder under this
      Note.  This Note shall be binding upon the Maker and the Pledgor and
      their respective successors and shall inure to the benefit of the Holder and
      its
      successors and assigns. The Maker shall not have the right to assign or
      otherwise transfer its obligations under this Note.

     

    11. No
      Waiver.  No failure on the part of the Holder to exercise, and
      no delay in exercising any right, remedy or power hereunder shall operate as
      a
      waiver thereof, nor shall any single or partial exercise by the Holder of any
      right, remedy or power hereunder preclude any other or future exercise of any
      other right, remedy or power.  Each and every right, remedy or power
      hereby granted to the Holder or allowed it by law or other agreement shall
      be
      cumulative and not exclusive of any other, and may be exercised by the Holder
      from time to time.

     

    
      
         

      

      
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    12. Miscellaneous.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given to the Maker or the Holder under the terms of this Note must be in writing
      and will be deemed to have been delivered: (i) upon receipt, when delivered
      personally or sent by verifiable facsimile, unless such delivery is made on
      a
      day that is not a Business Day, in which case such delivery will be deemed
      to be
      made on the next succeeding Business Day; or (ii) one Business Day after timely
      delivery to an overnight courier service, properly addressed to the intended
      recipient at the address set forth on the signature page hereof or such other
      address as he or it may designate in a notice delivered in accordance
      herewith.  Whenever the sense of this Note requires, words in the
      singular shall be deemed to include the plural and words in the plural shall
      be
      deemed to include the singular.  Upon any change in the terms of this
      Note, and unless otherwise expressly stated in writing, no party who signs
      this
      Note, whether as maker, guarantor, accommodation maker or endorser, shall be
      released from liability.  All such parties agree that the Holder may
      (1) renew, extend (repeatedly and for any length of time) or modify this Note,
      or release any party or any collateral, (2) impair, fail to realize upon or
      perfect any security interest the Holder may have from time to time in any
      collateral, or (3) take any other action deemed necessary by the Holder, in
      each
      case without the consent of or notice to anyone and without releasing the Maker
      from any liability or obligation hereunder.

     

    13. Choice
      of Law and Venue;
      Waiver of Jury Trial.  This Note shall be construed under the
      laws of the state of New York, without regard to principles of conflicts of
      law
      or choice of law that would permit or require the application of the laws of
      another jurisdiction.  The Maker hereby agrees that all actions or
      proceedings arising directly or indirectly from or in connection with this
      Note
      shall be litigated only in the Supreme Court of the State of New York or the
      United States District Court for the Southern District of New York located
      in
      New York County, New York.  The Maker consents to the exclusive
      jurisdiction and venue of the foregoing courts and consents that any process
      or
      notice of motion or other application to either of said courts or a judge
      thereof may be served inside or outside the State of New York or the Southern
      District of New York by certified or registered mail, return receipt requested,
      directed to the Maker at its or his address set forth on the signature page
      below (and service so made shall be deemed “personal service”) or by personal
      service or in such other manner as may be permissible under the rules of said
      courts.  THE MAKER HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN
      CONNECTION WITH ANY LITIGATION PURSUANT TO THIS NOTE.

     

    IN
      WITNESS WHEREOF, the Maker
      has caused this instrument to be duly executed by an officer thereunto duly
      authorized and the Pledgor has executed this instrument in his individual
      capacity solely for the purposes specified herein.

     

    MAKER:
      Celsius Holdings, Inc

     

    


    


    By:
      _________________________

    Name:        Stephen
      C. Haley

    Title:         
      Chief Executive Officer