fsb20707ex10x_celsius.htm


    Exhibit
      10.10

    July
      19,
      2007

    


    Celsius
      Holdings, Inc.

    140
      NE
      4th Avenue,
      Suite C

    Delray
      Beach, FL 33483

    


    Attention:
      Steve Haley, President

    


    Re:           Letter
      Agreement regarding Registration Rights

    


    Dear
      Steve:

    


    Reference
      is made to that certain
      Registration Rights Agreement dated as of January 24, 2007 by and among Celsius
      Holdings, Inc. (the "Company"), Investa Capital Partners Inc., those subscribers
      whose names and signatures appear on the signature pages to the agreement,
      John
      T. Nugent, Anthony J. Baudanza and Gregory T. Horn (the "Registration Rights
      Agreement") and the notice of exercise of our piggy-back registration rights
      thereunder dated July 18, 2007 (the "Exercise Notice").

    


    The
      parties to this letter agreement
      hereby acknowledge and agree that the inclusion of 2,500,000 Registerable
      Securities (as defined in the Registration Rights Agreement) owned by John
      T.
      Nugent and 2,500,0000 Registerable Securities owned by Anthony T. Baudanza
      in
      the registration statement on Form SB-2 (the "Fusion Registration Statement")
      that the Company plans to file with the Securities and Exchange Commission
      ("SEC") registering under the Securities Act of 1933, as amended (the
      "Securities Act"), shares of the Company's common stock to be issued to Fusion
      Capital Fund II, LLC and its affiliates ("Fusion"), will satisfy the requirement
      for filing an initial registration statement set forth in Section 2.1 of the
      Registration Rights Agreement and the Exercise Notice with respect to the
      Registerable Securities owned by John T. Nugent and Anthony J.
      Baudanza.  The parties hereto also agree and acknowledge that all
      Registerable Securities owned by John T. Nugent and Anthony J. Baudanza not
      registered by the Fusion Registration Statement once it becomes effective (i)
      will continue to have the piggy back registration rights set forth in Section
      2.2 of the Registration Rights Agreement and (ii) will be subject of demand
      registration rights granted by the Company in favor of John T. Nugent and
      Anthony J. Baudanza, as described in more detail below.

    


    Each
      of John T. Nugent and Tony J.
      Baudanza may request registration under the Securities Act of the sale of all
      or
      any portion of their remaining Registerable Securities (a "Demand Registration")
      by the Company, such request notice to be given to the Company in writing.
      Within 30 days of the date the Company has received the Demand Registration
      request, and subject to the terms of the Registration Rights Agreement, the
      Company shall file a Registration Statement with the SEC including all
      Registerable Securities subject to the Demand Registration request. The Company
      shall not be obligated to effect for the benefit of John T. Nugent and Anthony
      J. Baudanza more than two Demand Registrations.  All other terms of
      these Demand Registration rights shall be as set forth under the Registration
      Rights Agreement, including Sections 2.3, 2.4, 2.5, 2.6, 3, 4, 5, 6, 7, 8,
      9,
      10, 11 and 13 thereof.

     

    Please
      acknowledge your agreement with
      the terms of this letter by countersigning below and returning a countersigned
      copy to John T. Nugent.

    


    Sincerely,

    


    /s/:
      John T. Nugent

    John
      T.
      Nugent

    Agreed
      and Acknowledged this 19th day
      of July, 2007

    /s/:
      Anthony J.
      Baudanza                                                       CELSIUS,
      INC.

    Anthony
      J.
      Baudanza                                                              By:  /s/:
      Steve Haley

    Name:   
Steve
      Haley

    Title:      CEO