AMENDED AND RESTATED ACQUISITION LOAN PROMISSORY NOTE

Exhibit 4.1

AMENDED AND RESTATED
ACQUISITION LOAN
PROMISSORY NOTE

     1.  Agreement to Pay . FOR VALUE RECEIVED, CTI GROUP (HOLDINGS), INC., a Delaware corporation (“ Borrower ”), hereby promises to pay to the order of NATIONAL CITY BANK, a national banking association, its successors and assigns (“ Lender ”), the principal sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “ Loan ”), or so much thereof as may be advanced pursuant to that certain Loan Agreement dated December 22, 2006 between Borrower and Lender (the “ Loan Agreement ”), as modified by that certain First Modification of Loan Documents dated November 13, 2007, and as further modified by that certain Second Modification of Loan Documents of even date herewith at the place and in the manner hereinafter provided, together with interest thereon at the rate or rates described below, and any and all other amounts which may be due and payable hereunder from time to time without relief from valuation or appraisement laws.

     2.  Interest Rate . Interest shall accrue on the outstanding principal balance of this Note from the date hereof through the Acquisition Loan Maturity Date (as defined in the Loan Agreement) at the interest rate as set forth in the Loan Agreement.

     3.  Payment Terms .

     3.1 Principal and Interest . Payments of principal and interest due under this Note, if not sooner declared to be due in accordance with the provisions hereof, shall be made as follows:

     (a) Payment of interest shall be made as set forth in the Loan Agreement.

     (b) The unpaid principal balance of this Note, if not sooner paid or declared to be due in accordance with the terms hereof or the terms of the Loan Agreement, together with all accrued and unpaid interest thereon and any other amounts due and payable hereunder or under any other Loan Document (as hereinafter defined), shall be due and payable in full at the Acquisition Loan Maturity Date.

     3.2 Application of Payments . Prior to the occurrence of an Event of Default, all payments and prepayments on account of the indebtedness evidenced by this Note shall be applied as follows: (a) first, to fees, expenses, costs and other similar amounts then due and payable to Lender, including, without limitation any prepayment premium, exit fee or late charges due hereunder, (b) second, to accrued and unpaid interest on the principal balance of this Note, (c) third, to the payment of principal due in the month in which the payment or prepayment is made, (d) fourth, to any escrows,

impounds or other amounts which may then be due and payable under the Loan Documents, (e) fifth, to any other amounts then due Lender hereunder or under any of the Loan Documents, and (f) last, to the unpaid principal balance of this Note. Any prepayment on account of the indebtedness evidenced by this Note shall not extend or postpone the due date or reduce the amount of any subsequent payment of principal or interest due hereunder. After an Event of Default has occurred and is continuing, payments may be applied by Lender to amounts owed hereunder and under the Loan Documents in such order as Lender shall determine, in its sole discretion.

     3.3 Method of Payments . All payments of principal and interest hereunder shall be paid by automatic debit, wire transfer, check or in coin or currency which, at the time or times of payment, is the legal tender for public and private debts in the United States of America and shall be made at such place as Lender or the legal holder or holders of this Note may from time to time appoint in the payment invoice or otherwise in writing, and in the absence of such appointment, then at the offices of Lender at One National City Center, Suite 200E, Indianapolis, Indiana 46255. Payment made by check shall be deemed paid on the date Lender receives such check; provided, however, that if such check is subsequently returned to Lender unpaid due to insufficient funds or otherwise, the payment shall not be deemed to have been made and shall continue to bear interest until collected. Notwithstanding the foregoing, the final payment due under this Note must be made by wire transfer or other final funds. If requested by Borrower, interest, principal payments and any fees and expenses owed Lender from time to time will be deducted by Lender automatically on the due date from Borrower’s account with Lender, as designated in writing by Borrower. Borrower will maintain sufficient funds in the account on the dates Lender enters debits authorized by this Note. If there are insufficient funds in the account on the date Lender enters any debit authorized by this Note, the debit will be reversed. Borrower may terminate this direct debit arrangement at any time by sending written notice to Lender at the address specified in the Loan Agreement.

     3.4 Late Charge . If any payment of interest or principal due hereunder is not made within ten (10) days after such payment is due in accordance with the terms hereof, then, in addition to the payment of the amount so due, Borrower shall pay to Lender a “late charge” of the greater of: (i) five cents for each whole dollar so overdue or (ii) Twenty-Five Dollars ($25.00) to defray part of the cost of collection and handling such late payment. Borrower agrees that the damages to be sustained by the holder hereof for the detriment caused by any late payment are extremely difficult and impractical to ascertain, and that the amount of five cents for each one dollar due is a reasonable estimate of such damages, does not constitute interest, and is not a penalty.

     4.  Security . This Note is secured by (i) the Loan Agreement, (ii) the Guaranties (the " U.S. Guaranties ”) dated December 22, 2006, and reaffirmed November 13, 2007, from CTI Data Solutions (USA) Inc., CTI Billing Solutions, Inc., CTI Delaware Holdings, Inc., Centillion Data Systems, L.L.C., CTI Data Solutions Ltd, CTI Group Ltd. (formerly CTI Billings Solutions Ltd) and CTI Billing Solutions Ltd (formerly Ryder Systems Ltd) to Lender, (iii) the Security Agreements (“ U.S. Security Agreements ”) dated December 22, 2006 from Borrower, CTI Data Solutions (USA) Inc., CTI Billing Solutions, Inc., CTI Delaware Holdings, Inc. and Centillion

Data Systems, L.L.C. to Lender, (iv) the Charge Over Shares In Ryder Systems Ltd from Ryder Systems Ltd to Lender dated December 22, 2006 (the “ Charge Over Shares ”), (v) the Debentures between the Borrower, CTI Data Solutions Ltd and Ryder Systems Ltd, and Lender dated December 22, 2006 (the “ UK Debentures ”), and (vi) the Guarantee and Indemnities between CTI Data Solutions Ltd and Ryder Systems Ltd, and Lender dated December 22, 2006 and reaffirmed on November 13, 2007 (the “ UK Guarantees ”) (the Loan Agreement, the U.S. Guaranties, the U.S. Security Agreements, the Charge Over Shares, the UK Debentures, the UK Guarantees and any other document now or hereafter given to evidence or secure payment of this Note or delivered to induce Lender to disburse the proceeds of the Loan, as such documents may hereafter be