f8k111908ex10_celsius.htm


    Exhibit
10.1

    FORM
OF 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.
_______                                                                                                                                        US
$_________

    


    CELSIUS
HOLDINGS, INC.

    


    10%
SECURED NOTE

    


    This Note
is one of a duly authorized issue US $________ of CELSIUS HOLDINGS, INC., a
corporation organized and existing under the laws of the State of Nevada ("Celsius") designated as its
10% Secured Note.

    


           FOR
VALUE RECEIVED, Celsius promises to pay to CD Financial, LLC., the registered
holder hereof (the "Holder"), the principal sum of
____________________ United States Dollars (US $_________) together with
interest on the unpaid principal sum at the rate of 10 percent per annum from
the date hereof stated below as provided herein.  After an Event of
Default, interest will accrue on the unpaid principal balance at the then
current statutory interest rate provided under Florida law. The principal 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 make
payments when due 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.

    


           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 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.     Except
as provided by law, 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, 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
      pursuant to which this Note has been  issued 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
      or any note issued by Celsius to or agreement entered into between Celsius
      and Holder and such failure shall continue uncured for a period of ten
      (10) 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.

            


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    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  unpaid principal amount and interest under this Note immediately
due and payable, without presentment, demand, protest or notice of any kind, 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.     This
Note shall be paid, together with accrued interest on
____________________.  Notwithstanding the foregoing or any contrary
provision, upon 2-days’ prior written notice to the Holder (a “Prepayment
Notice”), Celsius shall be permitted to prepay any balance due on the Note, with
accrued interest, without prepayment penalty or future interest
due.

    


           8.   
This Note shall be secured by Celsius’ all outstanding receivables and
inventories secondary to Bibby Financial Services and Crossroads Financial, who
both of them have primary security in the Celsius’ assets.

    


          9.    
No failure or delay on the part of the Holder in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude any
other or further exercise thereof. All rights and remedies of the Holder
hereunder are cumulative and not exclusive of any rights or remedies otherwise
available. Celsius shall bear all costs (including without limitation reasonable
legal fees and expenses) incurred by the Holder in enforcing any of Holder’s
rights, remedies and privileges hereunder, including collections of amounts due
hereunder.

    


           IN
WITNESS WHEREOF, Celsius has caused this instrument to be duly executed by an
officer thereunto duly authorized.

    


    Dated:
__________, 20__

    


    CELSIUS
HOLDINGS, INC.

    a Nevada
Corporation

    


    By:                                                      

          Jan
Norelid, Chief Financial Officer