SECOND MODIFICATION OF LOAN DOCUMENTS

EXHIBIT 10.1

SECOND MODIFICATION OF LOAN DOCUMENTS

     THIS SECOND MODIFICATION OF LOAN DOCUMENTS (this “ Agreement ”) is effective as of the 18 day of November, 2008, by and between CTI GROUP (HOLDINGS), INC., a Delaware corporation (“ Borrower ”), and NATIONAL CITY BANK , a national banking association (the “ Bank ”).

RECITALS

     A. The Bank has heretofore made loans to Borrower in the aggregate principal amount of Ten Million Six Hundred Thousand and No/100 Dollars ($10,600,000.00) pursuant to the terms and conditions of a Loan Agreement dated as of December 22, 2006 between Borrower and the Bank (the “ Loan Agreement ,” all terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement), and as evidenced by (i) an Acquisition Loan Promissory Note dated December 22, 2006, in the principal amount of Two Million Six Hundred Thousand and No/100 Dollars ($2,600,000.00) made payable by Borrower to the order of the Bank and (ii) a Revolving Line of Credit Promissory Note dated December 22, 2006, in the principal amount of Eight Million and No/100 Dollars ($8,000,000.00) made payable by Borrower to the order of the Bank.

     B. The Bank and Borrower previously reduced the amount of the existing Revolving Line of Credit to Three Million and No/100 Dollars ($3,000,000.00) pursuant to the terms and conditions of a First Modification of Loan Documents (the “ First Modification ”) dated as of November 13, 2007.

     C. The Loans are further secured by Guaranties dated December 22, 2006, and subsequently reaffirmed on November 13, 2007 from Guarantors to the Bank (collectively, the “ Guaranties ”).

     D. Borrower desires to amend the Loan Documents in order to reduce the amount of the existing Acquisition Loan to Five Hundred Thousand and No/100 Dollars ($500,000.00), release the Security Letter of Credit requirement, and to otherwise amend the Loan Documents as set forth herein.

AGREEMENTS

     NOW, THEREFORE , in consideration of (i) the facts set forth hereinabove (which are hereby incorporated into and made a part of this Agreement), (ii) the agreements by the Bank to modify the Loan Documents, as provided herein, (iii) the covenants and agreements contained herein, and (iv) for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

     1.  Amendment to Loan Agreement .

     (a)  Amendment of Section 1.1 .

     Section 1.1 of the Loan Agreement is amended by amended and restated the following definitions in their entirety, as follows:

     “ Acquisition Loan Commitment ” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

     “ Acquisition Loan Maturity Date ” shall mean December 21, 2009, unless extended by the Bank pursuant to any modification, extension or renewal note executed by the Borrower and accepted by the Bank in its sole and absolute discretion in substitution for the Acquisition Loan Note.

     “ Borrowing Base Amount ” shall mean an amount equal to the sum of (i) eighty percent (80%) of the net amount of the Domestic Eligible Accounts and (ii) ninety percent (90%) of the net amount of the Foreign Eligible Accounts.

     (b)  Amendment of Article 2 . Section 2.2(a) is amended and restated in its entirety as follows:

     “ Revolving Loan Commitment . Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of the Borrower and its Subsidiaries set forth herein and in the other Loan Documents, the Bank agrees to make advances on such Revolving Loan at such times as the Borrower may from time to time request until, but not including, the Revolving Loan Maturity Date, and in such amounts as the Borrower may from time to time request, provided, however, that the aggregate principal balance of all Revolving Loan outstanding at any time shall not exceed the Revolving Loan Availability. Notwithstanding the foregoing, the sum of the advances made by the Bank on the Revolving Loan plus any debt of the Borrower that is not secured by (i) cash or (ii) a letter of credit shall not exceed four times the trailing twelve (12) month Consolidated EBITDA. The Revolving Loan made by the Bank may be repaid and, subject to the terms and conditions hereof, borrowed again up to, but not including, the Revolving Loan Maturity Date unless the Revolving Loan is otherwise terminated or extended as provided in this Agreement. The Revolving Loan shall be used by the Borrower for the purpose of acquiring all of the shares of Ryder Systems Ltd and working capital.

     (c)  Amendment of Article 3 . The definition of Loan Documents set forth in Article 3 is amended to include any modifications of the Loan Agreement, including this Agreement and the First Modification.

     (d)  Amendment of Article 6 .

     Section 6.1 is amended and restated in its entirety as follows:

     “6.1 Organization and Name . Each of the Borrower and its Subsidiaries (a) is a corporation, partnership or limited liability company (or similar business entity) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or

formation, (b) has all requisite corporate, partnership or limited liability company (or the equivalent company) power to own its property and conduct its business as now conducted and as presently contemplated, and (c) is in good standing as a foreign corporation, partnership or limited liability company (or similar business entity) and is duly authorized to do business in each jurisdiction where such qualification is necessary. The exact legal name of the Borrower is as set forth in the first paragraph of this Agreement, and the Borrower currently