f10ksb2007ex10_celcius.htm


    


     

    Exhibit
10.12

     

    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. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    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.

    


           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

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (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.
Notwithstanding the above, in no event shall the note be converted to more than
25 million Common Shares.

    


           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

     

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