f8k120408ex10ii_celsius.htm


     

     

    
      Exhibit
10.2

      LOAN AND SECURITY
AGREEMENT

      


      


                This
Loan and Security Agreement (hereinafter called "Agreement") is between CELSIUS,
INC., a Nevada corporation, authorized to do business in Florida as CELSIUS
PRODUCTS, INC., whose address is 140 N.E. 4th Avenue, Suite C, Delray
Beach, Florida 33483 (hereinafter called "Debtor”) and CD
FINANCIAL, LLC, a Florida limited liability company (hereinafter called
"Secured Party").

      


      1.           Grant of Security
Interest.  Subject to the terms and conditions of the Note (as
hereinafter defined) and this Agreement, Debtor, for consideration as defined
herein, and to secure the full and prompt payment, observance and performance
when due of all present and future obligations and indebtedness of Debtor to
Secured Party, whether at the stated time, by acceleration or otherwise,
howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent, whether or not of the same or similar class or of like kind to any
indebtedness incurred contemporaneously with the execution of this Agreement,
and whether now or hereafter existing, or due or to become due, and whether such
indebtedness from time to time is reduced and thereafter increased, or entirely
extinguished and thereafter reincurred, including without limitation, the
following:

      


      (a)           Any
and all amounts owed by Debtor, under, in connection with, and/or pursuant to
the indebtedness evidenced by that certain Promissory Note of even date
herewith, in the original principal sum of ONE MILLION AND NO/100THS DOLLARS
($1,000,000.00)
(the "Note"), with interest thereon according to the provisions thereof, and all
obligations thereunder, in connection therewith and/or pursuant to any and all
agreements and other documents in connection therewith; and

      


      (b)           All
sums advanced or expenses or costs paid or incurred (including without
limitation reasonable attorneys' fees and other legal expenses) by Secured Party
pursuant to or in connection with the Note or any other agreements and documents
in connection therewith plus applicable interest on such sums, expenses or
costs; and

      


      (c)           Any
extensions, modifications, changes, substitutions, restatements, renewals or
increases or decreases of any or all of the indebtedness referenced
above

      


      (d)           Any
and all amounts owed by CELSIUS
HOLDINGS, INC., a Nevada corporation, under, in connection with, and/or
pursuant to its Unconditional Unlimited Guaranty of even date herewith for all
indebtedness evidenced by the Note, with interest thereon according to the
provisions thereof, and all obligations thereunder, in connection therewith
and/or pursuant to any and all agreements and other documents in connection
therewith; and

      


      hereby
grants to Secured Party a security interest in the collateral described in
Schedule 1, same being attached to this Agreement and made a part hereof
(hereinafter collectively called the "Collateral").

       

                     
2.           Definitions. The
following terms shall have the following meanings

       

      “Accounts”
means all Accounts as that term is defined in Article 9 of the UCC;

      


      “Chattel
Paper” means all Chattel Paper as that term is defined in Article 9 of the
UCC;

       

      
        
          
          

        

        
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      “Commercial
Tort Claims” means all Commercial Tort Claims as that term is defined in Article
9 of the UCC;

      


      “Consignments”
means all Consignments as that term is define in Article 9 of the
UCC;

      


      “Contracts”
means all contracts, undertakings, franchise agreements or other agreements
(other than rights evidenced by Chattel Paper, Documents or Instruments, as
those terms are defined above and below) in or under which the Debtor may now or
hereafter have any right, title or interest, including, without limitation, with
respect to an Account, and any agreement relating to the terms of payment or the
terms of performance thereof;

       

      “Copyrights”
means (a) all copyrights of the United States or any other country; (b) all
copyright registrations filed in the United States or in any other country; and
(c) all proceeds thereof;

       

      “Copyright
License” means all agreements, whether written or oral, providing for the grant
by the Debtor of any right to use any Copyright;

       

      “Deposit
Accounts” means all Deposit Accounts at that term is defined in Article 9 of the
UCC;

      


      “Documents”
means all Documents as that term is defined in Article 9 of the
UCC;

      


      “Encumbrance(s)”
means all Encumbrance(s) as that term is defined in Article 9 of the
UCC;

      


      “Equipment”
means all Equipment as that term is defined in Article 9 of the
UCC;

       

      “Fixtures”
means all Fixtures as that term is defined in Article 9 of the UCC;

      


      “General
Intangibles” means all General Intangibles as that term is defined in Article 9
of the UCC;

      


      “Goods”
means all Goods as that term is defined in Article 9 of the UCC;

      


      “Guarantor”
means CELSIUS HOLDINGS, INC., a Nevada corporation, as all more particularly
described in the Note;

      


      “Health-Care-Insurance
Receivables” means all Health-Care-Insurance Receivables as that term is defined
in Article 9 of the UCC;

      


      “Instruments”
means all Instruments as that term is defined in Article 9 of the
UCC;

      


      “Inventory”
means all Inventory as that term is defined in Article 9 of the
UCC;

      


      “Investment
Property” means all Investment Property as that term is defined in Article 9 of
the UCC;

      


      “Letters
of Credit” means all Letters of Credit as that term is defined in the Article 5
of the UCC;

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      “Letter-of-Credit
Rights” means all Letter-of-Credit Rights as that term is defined in Article 9
of the UCC;

      


      “Patents”
means (a) all letters patent of the United States and all reissues and
extensions thereof, (b) all applications for letters patent of the United States
and all divisions, continuations and continuations-in-part thereof or any other
country, including, without limitation, any thereof referred to in any schedule
attached hereto and (c) all proceeds thereof, including the goodwill of the
business connected with the use of and symbolized by the Patents;

       

      “Patent
License” means all agreements, whether written or oral, providing for the grant
by the Debtor of any right to manufacture, use or sell any invention covered by
a Patent, including, without limitation, any thereof referred to in any schedule
attached hereto;

       

      “Payment
Intangibles” means all Payment Intangibles as that term is defined in Article 9
of the UCC;

      


      “Proceeds”
means all Proceeds as that term is defined in Article 9 of the UCC;

      


      “Promissory
Note(s)” means as that term is defined in Article 9 of the UCC;

       

      “Software”
means all Software as that term is defined in Article 9 of the UCC;

      


      “Supporting
Obligations” means all Supporting Obligations as that term is defined in Article
9 of the UCC;

      


      “Tangible
Chattel Paper” means all Tangible Chattel Paper as that term is defined in
Article 9 of the UCC;

      


      “Trademarks”
means (a) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks, logos and other
source or business identifiers and the goodwill associated therewith, now
existing or hereafter adopted or acquired, all registrations and recordings
thereof, and all applications in connection therewith, whether registered in the
United States Patent and Trademark Office or in any similar office or agency of
the United States, any State thereof or any other country or any political
subdivision thereof or otherwise, including, without limitation, any thereof
referred to in any schedule attached hereto; (b) all renewals thereof; and (c)
all proceeds thereof, including the goodwill of the business connected with the
use of and symbolized by the Trademarks;

      


      “Trademark
License” means any agreement, written or oral, providing for the grant by the
Debtor of any right to use any Trademark.

      


      “UCC”
means the Uniform Commercial Code as in effect from time-to-time in the State of
Florida and State of Nevada.

       

      3.           Representations, Warranties
and Covenants of Debtor.  Debtor expressly represents, warrants
and covenants as follows:

       

       

      
        
          
          

        

        
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      (a)          The
address appearing with Debtor's signature below is the address of Debtor's
principal office.  If any part of the Collateral is not located at
Debtor's principal office, it will be located at such other locations as Debtor,
or any other entity affiliated with Debtor, may utilize in its business from
time to time, and Debtor hereby covenants to notify Secured Party of any such
additional location(s).

      


      (b)           If
Debtor does not keep the records concerning the Collateral and concerning
accounts, general intangibles, mobile goods and contract rights at Debtor’s
principal office, same will be located at such other locations as Debtor, or any
other entity affiliated with Debtor, may utilize in its business from time to
time, and Debtor hereby covenants to notify Secured Party of any such additional
location(s).

      


      (c)           Debtor
will give Secured Party sixty (60) days prior written notice of any change in
(i) Debtor's principal office, the location of the Collateral or the location of
the records described above, or (ii) the Ownership of Debtor's business, (iii)
the principals responsible for the management of Debtor's business, (iv)
Debtor's company structure or identity, or (v) Debtor's name or trade name, or
prior to commencing to use an assumed name not set forth in this
Agreement.

      


      (d)           If
any of the Collateral is to be or has been attached to real estate, the legal
description of the real estate is attached to this Agreement as Schedule 2 and
made a part hereof.

      


      (e)           If
Debtor does not have a record interest in the real estate described above, the
record Owner is indicated on the attached Schedule 2.

      


      (f)           Without
the prior written consent of Secured Party, Debtor will not move, sell, lease,
permit any encumbrance on or otherwise dispose of the Collateral, other than its
inventory in the ordinary course of its business.  Debtor represents
and warrants that Debtor and/or one or more of the Guarantor are the owners of
the Collateral, free and clear of all liens, charges, interests, and
encumbrances, other than in favor of Secured Party, that no other person or
other entity has any interest in the Collateral whatsoever, and that Debtor will
defend same against all adverse claims and demands.

      


      (g)           Debtor
will keep the Collateral insured by such companies, in such amounts and against
such risks as shall be acceptable to Secured Party, and the Secured Party hereby
acknowledges that the current levels of insurance maintained by Debtor are
acceptable for the first year of the Loan, with loss payable and additional
insured clauses in favor of Secured Party as are satisfactory to Secured Party.
Debtor will deposit such insurance policies with Secured Party. Debtor hereby
assigns to Secured Party and grants to Secured Party a security interest in any
return of unearned premium due upon cancellation of any such insurance and
directs the insurer thereunder to pay to Secured Party all amounts so due. All
amounts received by Secured Party in payment of insurance losses or return of
unearned premium may, at Secured Party's option, be applied to the indebtedness
by Secured Party, or all or any part thereof may be used for the purpose of
repairing, replacing or restoring the Collateral.  Notwithstanding the
foregoing, if there is no default under the Loan, at the request of the Debtor,
and upon the approval of Secured Party in its sole discretion, amounts received
by Secured Party in payment of insurance losses or return of unearned premium
shall be used for the purpose of repairing, replacing or restoring the
Collateral.   If Debtor fails to maintain satisfactory insurance,
Secured Party shall have the option, but not the obligation, to obtain such
insurance in such amounts as Secured Party deems necessary, and Debtor agrees to
repay, with interest at the highest rate applicable to any indebtedness which
this Agreement secures, all amounts so expended by Secured Party.

       

       

      
        
          
          

        

        
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      (h)           Debtor
represents and warrants to Secured Party that all financial statements, income
tax returns and credit information delivered by Debtor to Secured Party
accurately reflect the financial condition and operations of Debtor at the times
and for the periods therein stated.  So long as this Agreement is in
force and effect, Debtor agrees to deliver to Secured Party within one hundred
twenty (120) calendar days after the end of each of Borrower’s fiscal years, a
complete and accurate copy of the consolidated audited financial statements
(with notes) of Borrower’s parent, the Guarantor which is Celsius Holdings,
Inc., a Nevada corporation, prepared by an independent certified public
accountant acceptable to Secured party (“CPA”), including statements of cash
flow, and a  balance sheet and statement of income, together with all
schedules, all prepared in accordance with generally accepted accounting
principles (“GAAP”). Debtor and the guarantor of the Loan ( “Guarantor”) shall
provide Secured Party with a copy of its federal income tax return within
fifteen (15) days of filing (including all schedules and extensions). Debtor
shall also provide internally prepared condensed monthly statements without
notes but otherwise meeting all the requirements of the annual statements no
later than thirty (30) days after each month end and internally prepared
condensed quarterly financial statements with partial notes (which are included
included in the Form 10-Q) but otherwise meeting all the requirements of the
annual statements no later than forty five (45) days after the end of each
fiscal quarter end or such other date as requested by Secured Party for
statements other than the quarterly statements, acceptable to Security Party and
its accountants as well as financial statements at such other times as requested
by Security Party. The financial reporting for Guarantor shall be consistent
with that of Debtor.

       

      (i)           
Secured
Party shall not be deemed to have waived any of its rights in any Collateral
unless such waiver is in writing and signed by an authorized representative of
Secured Party.  No delay or omission by Secured Party in exercising
any of Secured Party's rights shall operate as a waiver thereof or of any other
rights.  Secured Party shall have, in addition to all other rights and
remedies provided by this Agreement or applicable law, the rights and remedies
of a secured party under the Uniform Commercial Code.

      


      (j)           
Debtor will maintain the Collateral in good condition and repair, reasonable
wear and tear excepted, and will pay promptly all taxes, levies, and
encumbrances and all repair, maintenance and preservation costs pertaining to
the Collateral.  If Debtor fails to make such payments, Secured Party
shall have the option, but not the obligation, to pay the same and Debtor agrees
to repay, with interest at the highest rate applicable to any indebtedness which
this Agreement secures, all amounts so expended by Secured
Party.  Debtor will at any time and from time to time, upon request of
Secured Party, give any representative of Secured Party access during normal
business hours to inspect the Collateral or the books and records
thereof.

      


      (k)           Debtor
agrees to pay to Secured Party on demand all expenses, including reasonable
attorney fees and expenses, incurred by Secured Party in protecting or enforcing
its rights in the Collateral or otherwise under this Agreement.  After
deducting all said expenses, the remainder of any proceeds of sale or other
disposition of the Collateral shall be applied to the indebtedness due Secured
Party in such order of preference as Secured Party shall determine.

       

       

      
        
          
          

        

        
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      (l)          
Debtor hereby agrees to faithfully preserve and protect Secured Party's security
interest in the Collateral at all times, and further agrees to execute and
deliver, from time to time, any and all further, or other, documents,
instruments, continuation statements and perform or refrain from performing such
acts, as Secured Party may reasonably request to effect the purposes of this
Agreement and to secure to Secured Party the benefits of all the rights,
authorities and remedies conferred upon Secured Party by the terms of this
Agreement.  Debtor shall permit, or cause to be permitted, at Debtor's
expense, representatives of Secured Party to inspect and make copies of the
books and records of Debtor relating to the Collateral at any reasonable time or
times upon prior notice.

       

                     
4.           Loan Disbursements.
Disbursements under the Note shall be made directly by the  Secured
Party to Debtor pursuant to the written request of the Borrower together with
such documentation as may be reasonably required by Secured Party to document
the use of each such disbursement from the Loan.

       

                     
5.          Defaults.  The
occurrence of any of the following events shall constitute a default
hereunder:

      


      (a)           The
failure of Debtor to make any payment within ten (10) days of the date when
due on
any indebtedness to Secured Party whether pursuant to the Note or any other
obligation to Secured Party, or a default in any provision of the Note or any
other agreement or document secured hereby or any other encumbrance or agreement
securing the Note which remains uncured for a period of twenty (20) days after
notice of default stating the grounds therefore is delivered by Secured Party to
Debtor;

      


      (b)           The
breach of or failure to perform promptly any obligation or covenant set forth in
this Agreement, the Note or any other agreement secured hereby or securing the
Note unless otherwise approved in advance by Secured Party.

      


      (c)           The
suspension of business, insolvency, failure generally to pay debts as they
became due, or the commission of any act constituting or resulting in a business
failure, in each case on the part of Debtor’s business; the concealment or
removal of any substantial portion of Debtor’s property with the intent to
hinder, delay or defraud any one or more creditors, or the making of any other
transfer which is fraudulent or otherwise voidable under the Bankruptcy Code or
other applicable federal or state law; the existence or creation of any lien,
including without limitation any tax or judgment lien, upon the Collateral or
any substantial part of Debtor’s property; an assignment for the benefit of
creditors; the commencement of any proceedings by or against Debtor (under the
Bankruptcy Code or otherwise) seeking to adjudicate it bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment or composition of it or its
debts under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors or seeking the appointment of a receiver, trustee or custodian
for Debtor or for the Collateral or a substantial part of the property of
Debtor; or the institution by Debtor or any other person or entity of any
liquidation, dissolution or reorganization proceedings with respect to
Debtor;

      


      (d)           The
failure to effectively and promptly discharge, stay or indemnify against, to
Secured Party's satisfaction, any lien or attachment against any of Debtor's
property or the Collateral;

      


      (e)           Any
representation or warranty contained herein or in any other document delivered
by or on behalf of Debtor to Secured Party shall be false or misleading when
made;

       

      
        
          
          

        

        
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      (f)           If
Secured Party, in good faith, believes the prospect of payment secured by this
Agreement is impaired, or believes that any of the Collateral is in danger of
loss, misuse, seizure or confiscation;

      


      (g)          The
occurrence of any of the following without the Secured Party's written consent,
which consent shall be in Secured Party’s sole discretion: the sale, pledge or
assignment by any shareholder of Debtor of any shareholder’s interest; the
transfer of any of the Debtor's assets not in the ordinary course of Debtor's
business; the merger or consolidation of Debtor with another company or entity;
the change of the Debtor's name; the liquidation of Debtor; or the issuance by
Debtor of any new share certificates or the transfer of
issued and outstanding share certificates or warrants of Debtor.

      


                 6.           Remedies.

      


      (a)           Upon
the occurrence of any default under this Agreement, Secured Party is authorized
in its discretion to declare any or all of the indebtedness to be immediately
due and payable without demand or notice to Debtor, and may exercise any one or
more of the rights and remedies granted pursuant to this Agreement or given to a
secured party under applicable law, including without limitation the Uniform
Commercial Code, such rights and remedies to include without limitation the
right to take possession and sell, lease or otherwise dispose of the
Collateral.  If reasonable notice of any disposition of Collateral or
other enforcement is required, such requirement will be met if such notice is
mailed, postage pre-paid, to the address of Debtor shown below Debtor's
signature on this Agreement at least fifteen (15) days prior to the time of
disposition or other enforcement.  Debtor agrees that upon demand by
Secured Party after default, Debtor will promptly assemble the Collateral and
make the Collateral available to Secured Party at a place convenient to Secured
Party.

      


      (b)           Debtor
agrees that all of the Collateral and all of the other security which may be
granted to Secured Party in connection with the obligations secured hereby
constitute equal security for all of the obligations secured hereby, and agrees
that Secured Party shall be entitled to sell, retain or otherwise deal with any
or all of the Collateral, in any order or simultaneously as Secured Party shall
determine in its sole and absolute discretion, free of any requirement for the
marshaling of assets or other restriction upon Secured Party in dealing with the
Collateral or such other security.

      


      (c)           Upon
the occurrence of any default under this Agreement, Debtor hereby irrevocably
constitute and appoints Secured Party (and any employee or agent of Secured
Party) as Debtor's true and lawful attorney-in-fact with full power of
substitution, in Secured Party's name or Debtor's name or otherwise, for Secured
Party's sole use and benefit, at Debtor's cost and expense, to exercise the
following powers with respect to the Collateral:

      


      1.           To
demand, sue for collection, receive, and give acquittance for any and all monies
due or owing with respect to the Collateral;

      


      2.           To
receive, take, endorse Debtor's name on, assign and deliver any checks, notes,
drafts, documents or other instruments taken or received by Secured Party in
connection with the Collateral;

       

       

      
        
          
          

        

        
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      3.           To
settle, compromise, prosecute, or defend any action or proceeding with respect
to the Collateral;

      


      4.           To
sell, transfer, assign or otherwise deal in or with the Collateral or the
proceeds thereof, as fully as if Secured Party were the absolute Debtor
thereof.

      


      5.           To
sign Debtor's name to and file financing statements or such other documents and
instruments as Secured Party may deem appropriate.

      


      6.           To
take any and all action that Secured Party deems necessary or proper to preserve
its interest in the Collateral, including without limitation, the payment of
debts of Debtor that might impair the Collateral or Secured Party's security
interest therein, the purchase of insurance on the Collateral, the repair or
safeguard of the Collateral, or the payment of taxes thereon.

      


      7.           To
notify account debtors of Secured Party's security interest in Debtor's accounts
and to instruct them to make payment directly to Secured Party.

      


      8.           To
assume management (by Secured Party or by an affiliate of Secured Party) of the
Debtor’s business.

      


      (d)           Debtor
agrees that the powers of attorney granted herein are coupled with an interest
and shall be irrevocable until full, final and irrevocable payment and
performance of the indebtedness secured hereby; and that neither Secured Party
nor any officer, director, employee or agent of Secured Party shall be liable
for any act or omission, or for any mistake or error of judgment, in connection
with any such powers.

      


      (e)           Notwithstanding
the foregoing, Secured Party shall be under no duty to exercise any such powers,
or to collect any amount due on the Collateral, to realize on the Collateral, to
keep the Collateral, to make any presentment, demand or notice of protest in
connection with the Collateral, or to perform any other act relating to the
enforcement, collection or protection of the Collateral.

      


      (f)           This
Agreement shall not prejudice the right of Secured Party at its option to
enforce the collection of any indebtedness secured hereby or any other
instrument executed in connection with this transaction, by suit or in any other
lawful manner.  No right or remedy is intended to be exclusive of any
other right or remedy, but every such right or remedy shall be cumulative to
every other right or remedy herein or conferred in any other agreement or
document for the benefit of Secured Party, or now or hereafter existing at law
or in equity.

      


      7.           Miscellaneous.

      


      (a)           This
Agreement and the security interest in the Collateral created hereby shall
terminate when the indebtedness has been fully, finally and irrevocably paid and
all other obligations of Debtor to Secured Party have been performed in
full.  Prior to such termination, this shall be a continuing
agreement.

       

       

      
        
          
          

        

        
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      (b)           THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA IN ALL
RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, EXCEPT TO
THE EXTENT THE LAWS OF ANOTHER JURISDICTION ARE MANDATORILY
APPLICABLE.  DEBTOR CONSENTS TO THE NON-EXCLUSIVE
PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF FLORIDA  AND THE
FEDERAL COURTS LOCATED IN FLORIDA SO THAT SECURED PARTY MAY SUE DEBTOR IN
FLORIDA TO ENFORCE THIS AGREEMENT.  DEBTOR AGREES NOT TO CLAIM THAT
FLORIDA IS AN INCONVENIENT PLACE FOR TRIAL.  AT SECURED PARTY'S
OPTION, THE VENUE (LOCATION) OF ANY SUIT TO ENFORCE THIS AGREEMENT MAY BE IN
PALM BEACH COUNTY, FLORIDA.  DEBTOR HEREBY IRREVOCABLY AGREES AND
CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR
UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, DIRECTED TO DEBTOR AT THE ADDRESS PROVIDED FOR NOTICES UNDER THIS
AGREEMENT.

      


      (c)         
DEBTOR AND SECURED PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION
(INCLUDING BUT NOT LIMITED TO) ANY CLAIMS, CROSS-CLAIMS OR THIRD PARTY CLAIMS
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN. DEBTOR ALSO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT
IT MAY HAVE TO ANY SPECIAL INCIDENTIAL OR CONSEQUENTIAL DAMAGES. DEBTOR
ACKNOWLEDGES THAT THE SECURED PARTY HAS BEEN INDUCED TO ENTER INTO THIS LOAN,
INCLUDING THIS AGREEMENT, BY, INTER ALIA, THE PROVISIONS OF THIS
PARAGRAPH.

      


      (d)           This
Agreement shall inure to the benefit of Secured Party, its successors and
assigns and to any other holder who derives from Secured Party title to or an
interest in the indebtedness which this Agreement secures, and shall be binding
upon Debtor, its successors and assigns.

      


      (e)           In
case any one or more of the provisions of this Agreement shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, but
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had not been included.

      


      (f).           The
Borrower agrees to cooperate promptly with the Lender and its agent in the
correction or completion of the loan closing documents if deemed necessary or
desirable by Lender.  Borrower understands that this may include
correction or execution of a new note and mortgage to reflect the agreed
terms.

       

       

      
        
          
          

        

        
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      (f)           Any
provision to the contrary notwithstanding contained herein or in the Note or in
any other instrument now or hereafter evidencing, securing or otherwise relating
to any secured indebtedness, neither Secured Party nor any other holder of the
secured indebtedness shall be entitled to receive or collect, nor shall Debtor
be obligated to pay, interest on any of the secured indebtedness in excess of
the maximum rate of interest at the particular time in question, if any, which,
under applicable law, may be charged to Debtor (herein the "Maximum Rate"),
provided that the Maximum Rate shall be automatically increased or decreased, as
the case may be, without notice to Debtor from time to time as of the effective
time of each change in the Maximum Rate, and if any provision herein or in the
Note or in such other instrument shall ever be construed or held to permit the
collection or to require the payment of any amount of interest in excess of that
permitted by applicable law, the provisions of this paragraph shall control and
shall override any contrary or inconsistent provision herein or in the Note or
in such other instrument.  The intention of the parties being to
conform strictly to the usury limitations under applicable law, the Note, this
Agreement, and each other instrument now or hereafter evidencing or relating to
any secured indebtedness shall be held subject to reduction to the amount
allowed under said applicable law as now or hereafter construed by the courts
having jurisdiction.

      


      (g)           All
notices pursuant to this Security Agreement shall be in writing and shall be
directed to the addresses set forth below or such other address as may be
specified in writing, by certified or registered mail, return receipt requested
by the party to which or whom notices are to be given.  Notices shall
be deemed to be given upon sender’s obtaining a receipt (or refusal of receipt)
from the U.S. Postal Service for such certified or registered mail delivery,
upon personal delivery to an officer of the Debtor, or the day following prepaid
delivery to a recognized overnight commercial carrier.

       

      (h)           The
singular used herein shall include the plural.

      


      (i)           
If more than one party shall execute this Agreement as "Debtor", the term
"Debtor" shall mean all such parties executing this Agreement, and all such
parties shall be jointly and severally obligated hereunder.

       

      (j)   
A photocopy
or other reproduction of this Agreement or of any financing statement is
sufficient as a financing statement and may be filed as a financing statement in
any government office.

       

       

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          10

          
            

          

        

        
          
          

        

      

       

      
 

      IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date written
below.

      


      Dated:
December 3,
2008.

      


      
      

       

      
        	
                Signed
      sealed and delivered

                in the presence of:

              	DEBTOR:
	 	 
	Shawn
      Green                
      	
                CELSIUS,
      INC., a Nevada corporation, authorized

                to do business in Florida as CELSIUS PRODUCTS,
      INC.

              
	 	 
	Anthony
      Rocco           	By: /s/
      Jan
      Norelid             
       
	 	Name: Jan
      Norelid                     
	 	As its: Vice
      President           
          
	 	 
	 	                    (Corporate
      Seal)
	 	 
	 	
                Address:  140
      N.E. 4th
      Avenue, Suite C

                Delray Beach, Florida
33483

              


      

           

      STATE OF
FLORIDA             )

                                        
ss:

      COUNTY
OF  Broward           )

      


      The foregoing instrument was
acknowledged before me this December 3, 2008, by
Jan Norelid as
Vice President
of CELSIUS, INC., a Nevada corporation, authorized to do business in Florida as
CELSIUS PRODUCTS, INC., on behalf of the corporation. He is personally known to
me or has  produced a ___________ driver’s license as
identification.

      


      /s/ Sandy
Telsaint                                        


      Notary
Public, State of Florida

      My
Commission Expires:  July 27, 2012

      {Seal}

      


      
        
          
          

        

        
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                  SECURED PARTY:

                   

                  CD
      FINANCIAL, LLC, a Florida

                  limited
      liability company

                   

                  By:
      /s/
      William H. Milmoe     

                  William
      H. Milmoe, Manager

                   

                  Address:
      3299 N.W. 2nd
      Avenue  

                  Boca
      Raton, FL 33431

                   

                


        

      

       

      STATE OF
FLORIDA             )

                                       
ss:

      COUNTY
OF  Palm Beach      )

      


      The foregoing instrument was
acknowledged before me this December 3, 2008, by
WILLIAM H. MILMOE as Manager of CD FINANCIAL, LLC, a Florida limited liability
company, on behalf of the company. He is personally known to
me or has  produced a Florida driver’s license as
identification.

      


      /s/ Karen c.
Vermilyea                                  


      Notary
Public, State of Florida

      My
Commission Expires:   March 23,
2011      {Seal}

      


       

      12