EX-10.1






Demand Promissory Note




US$ 825,000.00 (Face Value or Principal)            Note Date: January 3, 2011



For value received, the undersigned CTI Group (Holdings) Inc. (“Borrower”), 333 N. Alabama Street;
Suite 240 Indianapolis, IN 46204, promises to pay to the order of Fairford Holdings, Ltd.
(“Lender”), ON DEMAND, at such place as the holder hereof shall designate, the sum of
US$825,000.00, with interest on unpaid principal at the rate of four percent (4%) per annum (the
“Margin”) above LIBOR (as hereinafter defined) with interest calculated from the Note
Date;



For purposes of this Note, “LIBOR” shall mean the London Interbank Offered Rate, representing the
rate of interest per annum for the “1 month LIBOR rate” quoted on www.bankrate.com or
“1-month” LIBOR rate for the respective month quoted on
http://www.wsjprimerate.us/libor/libor—rates—history.htm . Accrued interest is to be calculated
periodically using the LIBOR rate through the date of demand for payment and the end of each
respective month on such unpaid principal outstanding.



Any payments on this Note shall first be applied against legal or collection costs until paid in
full, as then may be due, and then against outstanding interest until paid in full, as then may be
due, and finally applied to the outstanding principal balance.



1.  Prepayment.  The Borrower reserves the right to prepay this Note (in whole or in part) with no
prepayment penalty.



2.  Collection Costs, Attorney’s Fees, and Late Charge.  If any payment obligation under this Note
is not paid when due, the Borrower promises to pay all costs of collection, including reasonable
attorney fees, whether or not a lawsuit is commenced as part of the collection process, without
protest of any kind, legal or otherwise.  If the note remains unpaid for an additional 30 days
after Lender gives demand, the Borrower shall be required to pay a 5% late charge based on the
principal still remaining due on the Note at that time.



3.  Default Events.  If any of the following events of default occur, this Note and any other
obligations of the Borrower to the Lender, shall become due immediately, without demand or notice:



a)  failure of the Borrower to pay the principal and any accrued interest in full on or


before the Due Date;



b)    filing of bankruptcy proceedings involving the Borrower as a Debtor;



c)    application for the appointment of a receiver for the Borrower;



d)    making of a general assignment for the benefit of the Borrower’s creditors;



e) insolvency of the Borrower;



f) a misrepresentation by the Borrower to the Lender for the purpose of obtaining or


extending credit.



4.  Borrower Waivers.  Borrower waives presentment for payment, protest, and notice of protest and
nonpayment of this Note.



5.  Additional Lender Rights. The delay in enforcing any right of the Lender under this Note, or
assignment by Lender of this Note shall affect the liability or the obligations of the Borrower. 
All rights of the Lender under this Note are cumulative and may be exercised concurrently or
consecutively at the Lender’s option.



6.  Notices.



Any notice required by this Note or given in connection with it, shall be via e-mail and shall be
given to the appropriate party.



If to the Borrower: John Birbeck – email address: jbirbeck@ctigroup.com and Fred Hanuschek
– email address: fhanuschek@ctigroup.com



If to the Lender: Bengt Dahl – email address: juvenis@telia.com.



7.  No Waiver.



The waiver or failure of Lender to exercise in any respect any right provided in this Note shall
not be deemed a waiver of any other right or remedy to which the Lender may be entitled.



8.  Entirety of Note.



No change can be made to this Note other than in writing and signed by Borrower and Lender.



9.  Governing Law.



This Note shall be construed and enforced according to the laws of the State of Delaware and any
dispute under this Note must be brought in this venue and no other. This Note shall be deemed to be
effective the later date identified under Signature, Section 11.



10.  Severability.



If any term of this Note is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Note, including all of the remaining terms, will remain in full force and
effect as if such invalid or unenforceable term had never been included.



11. Signature



	 	 	 
	In Witness whereof, the Borrower has executed this Note as of the date first written above.

	/s/ John Birbeck—1/20/2011                     

	 

	John Birbeck

	 	Date






CTI Group (Holdings) Inc



Borrower



Acknowledged and Agreed Terms of Note



	 
	/s/Bengt Dahl— 

	 

	Bengt Dahl Date

Fairford Holdings Ltd

Lender