f8k121807ex10a_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.
      01-2007                                                                                     


    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 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) on April
      16,
      2008 (the "Maturity
      Date").  This note shall bear eight (8) percent simple interest
      through the Maturity Date and is payable on the Maturity Date. In an Event
      of a
      Default, interest will accrue on unpaid balance, if any, at the then current
      statutory interest provided under Florida law. The principal payment 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 pay the
      principal, less any amounts required by law to be deducted, 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. The forwarding of such check
      shall constitute a payment of principal hereunder and shall satisfy and
      discharge the liability for principal on this Note to the extent of the sum
      represented by such check plus any amounts so deducted.

    


           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 post-Maturity 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.     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 or any successor corporation, whether by virtue
      of
      any constitution, statute or rule of law, or by the enforcement of any
      assessment or penalty or otherwise, all such liability being, by the acceptance
      hereof and as part of the consideration for the issue hereof, expressly waived
      and released.

     

     

     

    
      
        
          JAN

        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    

    
 

           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
                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 thirty (30)
                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; or

            


    

    


    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 Redemption
      Amount of this Note immediately due and payable within five (5) days of notice,
      without presentment, demand, protest or notice of any kinds, 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, this Note may be converted in whole into common shares of Celsius
      Holdings, Inc. (“Common Shares”), calculated to the nearest share, at any time
      and from time to time on any Business Day after February 16, 2008, by issuing
      an
      irrevocable written instruction to convert the note into Common Shares. The
      number of Common Shares into which this Note may be converted is equal to
      $250,000 plus accrued interest divided by the Conversion Price. The “Conversion
      Price” shall be equal to the 75% of the average of volume weighted average
      prices during the 5 trading days prior to Holder’s election to
      convert.

     

     

    
      
        
          JAN

        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    

    
 

           8.     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:
      December 18, 2007

    


    CELSIUS
      HOLDINGS, INC.

    a
      Nevada
      Corporation

    


    By:   /s/
      Jan
      Norelid                                                      


             
      Jan Norelid, 

             
      Chief Financial Officer

    
 

    
      JAN