SECOND AMENDMENT To the TERM LOAN AND SECURITY AGREEMENT dated February 15, 2008 By and between NEW WORLD BRANDS, INC., as Borrower and TELES AG INFORMATIONSTECHNOLOGIEN; as Lender Dated June 29, 2009

Exhibit 33.1

SECOND

AMENDMENT

To the

TERM LOAN AND SECURITY AGREEMENT

dated February 15, 2008

By and between

NEW WORLD BRANDS, INC.,

as Borrower

and

TELES AG INFORMATIONSTECHNOLOGIEN;

as Lender

Dated June 29, 2009

THIS SECOND AMENDMENT TO THE TERM LOAN AND SECURITY AGREEMENT is entered into effective June 29, 2009 (this “Amendment”), between NEW WORLD BRANDS, INC. a Delaware corporation (“Borrower”), and TELES AG INFORMATIONSTECHNOLOGIEN, a German corporation (“Lender”).

WHEREAS, Borrower and Lender entered into a Term Loan and Security Agreement dated February 15, 2008 (the “Term Loan”); and

WHEREAS, pursuant to Article VIII of the Term Loan, Borrower and Lender agreed on certain financial covenants of the Borrower (the “Covenants”); and

WHEREAS, Borrower and Lender are aware of the current challenges in terms of recovering the carrier business of the Borrower which results into temporary additional losses of the Borrower; and

WHEREAS, Borrower and Lender wish to modify temporarily certain provisions of the Covenants correspondingly, as set out hereinafter;

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE I MODIFICATION OF SECTION 8.1 CURRENT RATIO

Section 8.1 of the Term Loan shall be replaced by the following:

“8.1        Current Ratio. Lender is waiving any and all covenants requiring Borrower to cause to be maintained on a consolidated basis any set ratio of current assets to current liabilities.”

ARTICLE II MODIFICATION OF SECTION 8.2 DEBT TO WORTH RATIO

Section 8.1 of the Term Loan shall be replaced by the following:

“8.2        Debt to Worth Ratio.  Lender is waiving any and all covenants requiring Borrower to cause to be maintained on a consolidated basis any ratio of total Indebtedness (excluding the current portion of Subordinated Debt) to Tangible Net Worth.”

ARTICLE III OTHER TERMS OF THE AGREEMENT

Save as amended herein, the Term Loan remains in full force and effect in accordance with its terms.

ARTICLE IV DURATION OF VALIDITY OF MODIFICATIONS

The modifications as contemplated in Article I and Article II shall enter into force on the effective date above and shall automatically expire on March 31, 2010. From thereon the original provisions of the Term Loan dated February 15, 2008 shall apply.

ARTICLE V GOVERNING LAW; JURISDICTION; VENUE

This Amendment and the rights and obligations of the parties and all matters arising hereunder or related hereto, shall be governed by and construed and interpreted in accordance with the laws of the State New York. Any legal action or proceeding with respect to this Amendment shall be brought in the courts of the State of New York or of the United States District Court for the Southern District of New York, and, by execution and delivery of this Amendment, Borrower and Lender hereby irrevocably accept for themselves and in respect of their property, generally and unconditionally, the nonexclusive jurisdiction of such courts.  Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a party hereto in any other jurisdiction.

BORROWER:	NEW WORLD BRANDS, INC.
	By:
	Name:
	Title:
	000 X. 0xx Xxxxxx
	Xxxxxx, Xxxxxx 00000
	Date:
LENDER:	TELES AG INFORMATIONSTECHNOLOGIEN
	By:
	Name:
	Title:
	Xxxxx-Xxxxxx-Xxxxx 0
	X-00000 Xxxxxx, Xxxxxxx
	Date: