EXHIBIT 4.1

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The  Securities  represented  by  this Convertible Note have not been registered
under  the  Securities  Act  of  1933,  as  amended ("Act"), or applicable state
securities  laws  ("State Acts") and shall not be sold, hypothecated, donated or
otherwise  transferred  unless  the  Borrower  shall have received an opinion of
Legal Counsel for the Borrower, or such other evidence as may be satisfactory to
Legal  Counsel  for the Borrower, to the effect that any such transfer shall not
require  registration  under  the  Act  and  the  State  Acts.
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                         International Travel CD's Inc.

                         14.00% Secured Convertible Note
$550,000                                                                No:.  1

                       Date Of Issue:  September 17, 2002

     INTERNATIONAL  TRAVEL  CD'S  INC.  (a  Colorado  corporation)  (hereinafter
referred  to  as  the  "Borrower") is indebted and, for value received, herewith
promises  to  pay  to:

                             Gemini Growth Fund, LP

or to its order, (together with any assignee, jointly or severally, the "Holder"
or  "Lender")  on  or before September 30, 2003 (the "Termination Date") (unless
this  Convertible Note shall have been sooner called for redemption or presented
for  conversion  as  herein  provided),  the  sum of Five Hundred Fifty Thousand
Dollars ($550,000) (the "Principal Amount") and to pay interest on the Principal
Amount at the rate of fourteen percent (14.00%) per annum as provided herein. In
furtherance  thereof,  and  in  consideration  of  the  premises,  the  Borrower
covenants,  promises  and  agrees  as  follows:

1.     INTEREST:  Interest on the Principal Amount outstanding from time to time
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     shall  accrue  at  the  rate of 14.00% per annum and be payable in cash via
wire transfer in monthly installments commencing October 31, 2002 and subsequent
payments  shall  be  made  on  the  last day of each month thereafter until the.
Principal  Amount  and  all  accrued and unpaid interest shall have been paid in
full  unless  the Holder gives the Borrower written notification that it desires
for  a  particular  month's  interest  payment  to  be  paid  in  fully paid and
nonassessable  shares  of  common stock, $0.0001 par value, of the Borrower (the
"Common  Stock"),  based  on a stock price of $2.50 per share and such price per
share  shall  be  subject to adjustment at the times, and in accordance with the
provisions  as  set forth in section 4(a). Overdue principal and interest on the
Convertible Note shall, to the extent permitted by applicable law, bear interest
at  the  rate  of  18.00% per annum. All payments of both principal and interest
shall be made at the address of the Holder hereof as it appears in the books and
records  of  the  Borrower,  or  at such other place as may be designated by the
Holder  hereof  in  writing  to  Borrower.


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2.     MATURITY:  If  not  sooner  redeemed  or converted, this Convertible Note
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shall  mature  on  September  30,  2003  at which time all then remaining unpaid
principal,  interest  and  any  other  charges then due under the Loan Agreement
shall  be  due  and  payable  in  full  via  wire  transfer.

3.     OPTIONAL  REDEMPTION:  (a)  On  any interest payment date and after prior
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irrevocable  notice  as  provided for below, the outstanding principal amount of
this  Convertible Note is redeemable at the option of the Borrower, in whole but
not  in  part,  at  100%  of  par.

     (b)     The  Borrower may exercise its right to redeem prior to Termination
Date  by  giving  notice (the "Redemption Notice") thereof to the Holder as such
name  appears on the books of the Borrower, which notice shall specify the terms
of  redemption (including the place at which the Holder may obtain payment), the
total  principal  amount to be redeemed (such principal amount herein called the
"Redemption  Amount") and the date for redemption (the "Redemption Date"), which
date shall not be less than 90 days nor more than 120 days after the date of the
Redemption  Notice.  On  the Redemption Date, the Borrower shall pay all accrued
unpaid interest on the Convertible Note up to and including the Redemption Date,
and  shall  pay to the Holder a dollar amount equal to the Redemption Amount. In
the  case of Convertible Notes called for redemption, the conversion rights will
expire  at  the  close  of  business  on  the  Redemption  Date.

4.     CONVERSION  RIGHT:  The  Holder  of  this Convertible Note shall have the
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right,  at  Holder's  option,  at  any time, to convert all, or, in multiples of
$50,000,  any  part  of this Convertible Note into such number of fully paid and
nonassessable  shares of Common Stock as shall be provided herein. The holder of
this Convertible Note may exercise the conversion right by giving written notice
(the  "Conversion  Notice")  to  the  Borrower of the exercise of such right and
stating  the  name or names in which the stock certificate or stock certificates
for  the  shares  of Common Stock are to be issued and the address to which such
certificates  shall  be delivered. The Conversion Notice shall be accompanied by
the  Convertible  Note.  The  number  of  shares  of  Common Stock that shall be
issuable  upon conversion of the Convertible Note shall equal the face amount of
the  Convertible  Note  divided  by the Conversion Price as defined below and in
effect  on  the  date the Conversion Notice is given; provided, however, that in
the  event that this Convertible Note shall have been partially redeemed, shares
of  Common  Stock  shall be issued pro rata, rounded to the nearest whole share.
Conversion  shall  be  deemed  to  have been effected on the date the Conversion
Notice  is  received  (the  "Conversion  Date").  Within  10 business days after
receipt  of  the  Conversion  Notice,  Borrower  shall issue and deliver by hand
against  a  signed  receipt therefor or by United States registered mail, return
receipt  requested,  to the address designated in the Conversion Notice, a stock
certificate  or  stock  certificates  of the Borrower representing the number of
shares  of  Common  Stock  to  which  Holder  is entitled and a check or cash in
payment  of  all  interest  accrued  and  unpaid  on  the Convertible Note being
converted up to and including the Conversion Date. The conversion rights will be
governed  by  the  following  provisions:

     (a)     Conversion  Price:  On the issue date hereof and until such time as
an  adjustment  shall  occur,  the  Conversion  price  shall be $2.50 per share,
provided  however,  that  the Conversion Price shall be subject to adjustment at
the  times,  and  in  accordance  with  the  provisions,  as  follows:


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     (i)     Adjustment  for  Issuance  of  Shares  at  less than the Conversion
Price:  If  and  whenever any Additional Common Stock (as herein defined) shares
shall be issued by the Borrower (the "Stock Issue Date") for a consideration per
share  less  than  the  Conversion  Price,  then  in  each such case the initial
Conversion  Price  shall be reduced to a new Conversion Price in an amount equal
to  the  consideration  per  share  received  by the Borrower for the additional
shares  of  Common Stock then issued and the number of shares issuable to Holder
upon  conversion  shall be proportionately increased; and, in the case of shares
issued  without  consideration, the initial Conversion Price shall be reduced in
amount  and the number of shares issued upon conversion shall be increased in an
amount  so  as  to  maintain for the Holder the right to convert the Convertible
Note  into  shares equal in amount to the same percentage interest in the Common
Stock  of the Borrower as existed for the Holder immediately preceding the Stock
Issue  Date.

     (ii)     Sale of Shares: In case of the issuance of Additional Common Stock
for  a  consideration part or all of which shall be cash, the amount of the cash
consideration  therefor shall be deemed to be the amount of the-cash received by
Borrower  for  such  shares,  after  any  compensation  or discount in the sale,
underwriting or purchase thereof by underwriters or dealers or others performing
similar  services  or for any expenses incurred in connection therewith. In case
of  the  issuance  of  any shares of Additional Common Stock for a consideration
part  or  all of which shall be other than cash, the amount of the consideration
therefor,  other  than cash, shall be deemed to be the then fair market value of
the  property  received  as determined by an investment banking firm selected by
Lender.

     (iii)     Reclassification  of  Shares:  In case of the reclassification of
securities  into  shares  of  Common Stock, the shares of Common Stock issued in
such  reclassification  shall  be deemed to have been issued for a consideration
other  than cash. Shares of Additional Common Stock issued by way of dividend or
other distribution on any class of stock of the Borrower shall be deemed to have
been  issued  without  consideration.

     (iv)     Split  up or Combination of Shares: In case issued and outstanding
shares  of Common Stock shall be subdivided or split up into a greater number of
shares  of  the  Common  Stock,  the  Conversion  Price shall be proportionately
decreased,  and  in  case issued and outstanding shares of Common Stock shall be
combined  into  a smaller number of shares of Common Stock, the Conversion Price
shall  be  proportionately increased, such increase or decrease, as the case may
be,  becoming effective at the time of record of the split-up or combination, as
the  case  may  be.
(v)     Exceptions:  The term "Additional Common Stock" herein shall mean in the
most  broadest sense all shares of Common Stock hereafter issued by the Borrower
(including, but not limited to Common Stock held in the treasury of the Borrower
and  common  stock  purchasable via derivative security or option on the date of
such  grant  ),  except  Common  Stock issued upon the conversion of any of this
Convertible  Note  or  Warrant.

 (b)     Adjustment  for  Mergers,  Consolidations,  Etc

     (i)     In  the  event  of  distribution to all Common Stock holders of any
stock,  indebtedness  of  the  Borrower  or  assets (excluding cash dividends or
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distributions  from retained earnings) or other rights to purchase securities or
assets,  then,  after such event, the Convertible Notes will be convertible into
the  kind  and amount of securities, cash and other property which the holder of
the  Convertible  Notes  would have been entitled to receive if the holder owned
the  Common  Stock issuable upon conversion of the Convertible Notes immediately
prior  to  the  occurrence  of  such  event.

     (ii)     In  case  of  any  capital reorganization, reclassification of the
stock  of  the  Borrower  (other  than a change in par value or as a result of a
stock  dividend,  subdivision,  split  up  or  combination  of  shares),  this
Convertible  Note  shall  be  convertible  into the kind and number of shares of
stock or other securities or property of the Borrower to which the holder of the
Convertible  Note  would  have  been entitled to receive if the holder owned the
Common  Stock issuable upon conversion of the Convertible Note immediately prior
to  the  occurrence  of  such  event. The provisions of these foregoing sentence
shall  similarly  apply  to  successive  reorganizations,  reclassifications,
consolidations,  exchanges,  leases,  transfers  or  other dispositions or other
share  exchanges.

     (iii)  Notice of Adjustment. (A) In the event the Borrower shall propose to
take any action which shall result in an adjustment in the Conversion Price, the
Borrower  shall give notice to the holder of this Convertible Note, which notice
shall  specify the record date, if any, with respect to such action and the date
on  which  such action is to take place. Such notice shall be given on or before
the  earlier  of  10  days  before the record date or the date which such action
shall be taken. Such notice shall also set forth all facts (to the extent known)
material  to  the  effect of such action on the Conversion Price and the number,
kind  or  class  of  shares  or  other  securities  or  property  which shall be
deliverable  or  purchasable  upon  the occurrence of such action or deliverable
upon  conversion  of this Convertible Note. (B) Following completion of an event
wherein  the  Conversion  Price shall be adjusted, the Borrower shall furnish to
the  holder of this Convertible Note a statement signed by an authorized officer
of  the  Borrower  of  the  facts  creating  such  adjustment and specifying the
resultant  adjusted  Conversion  Price  then  in  effect.

5.     RESERVATION OF SHARES:  Borrower warrants and agrees that it shall at all
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     times  reserve  and keep available, free from preemptive rights, sufficient
authorized  and  unissued  shares  of  Common Stock to effect conversion of this
Convertible  Note.

6.     REGISTRATION  RIGHTS:  The  Holder has certain rights with respect to the
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registration  of  shares  of  Common  Stock  issued  upon the conversion of this
Convertible  Note  pursuant  to the terms of the Loan Agreement. Borrower agrees
that  a  copy  of  the  Loan  Agreement  with  all  amendments,  additions  or
substitutions  therefor  shall  be available to the Holder at the offices of the
Borrower.

7.     TAXES:  The  Borrower  shall  pay  any documentary or other transactional
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taxes  attributable  to the issuance or delivery of this Convertible Note or the
shares  of  Common  Stock  issued  upon  conversion by the Holder (excluding any
federal,  state  or  local income taxes and any franchise taxes or taxes imposed
upon the Holder by the jurisdiction, or any political subdivision thereof, under
which  such  Holder  is  organized  or  is  qualified  to  do  business.)



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8.     DEFAULT:
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     (a)     Event  of  Default: An "Event of Default" shall exist if any one or
more  of  the  following events (herein collectively called "Events of Default")
shall  occur  and  be  continuing:

          (i) Borrower shall fail to pay (or shall state in writing an intention
     not  to  pay or its inability to pay), not later than 10 days after the due
     date,  any installment of interest on or principal of, any Convertible Note
     or  any  fee,  expense  or  other  payment  required  hereunder;

          (ii)  Any  of  events  stated  in  Section  7  of  the Loan Agreement.

     (b)     Remedies  Upon  Event of Default: If an Event of Default shall have
occurred  and  be  continuing,  then  Lender may exercise any one or more of the
following  rights  and  remedies,  and any other remedies provided in any of the
Loan  Documents,  as  Lender  in  its  sole  discretion,  may  deem necessary or
appropriate:

          (i)  declare  the  unpaid  Principal  Amount (after application of any
     payments  or  installments  received  by  Lender) of, and all interest then
     accrued  but  unpaid  on,  the  Convertible Notes and any other liabilities
     hereunder  to  be  forthwith  due  and  payable,  whereupon  the same shall
     forthwith  become  due  and  payable  without presentment, demand, protest,
     notice  of  default notice of acceleration or of intention to accelerate or
     other  notice  of  any kind, all of which Borrower hereby expressly waives.

          (ii)  reduce  any  claim  to  judgment,  and/or

          (iii)  without  notice of default or demand, pursue and enforce any of
     Lender's  rights  and  remedies  under  the  Loan  Documents,  or otherwise
     provided under or pursuant to any applicable law or agreement, all of which
     rights  may  be  specifically  enforced.

     (c) Remedies Nonexclusive: Each right, power or remedy of the holder hereof
upon  the occurrence of any Event of Default as provided for in this Convertible
Note  or  now  or  hereafter existing at law or in equity or by statute shall be
cumulative  and  concurrent and shall be in addition to every other right, power
or  remedy provided for in this Convertible Note or now or hereafter existing at
law or in equity or by statute, and the exercise or beginning of the exercise by
the  holder  or  transferee  hereof of any one or more of such rights, powers or
remedies  shall not preclude the simultaneous or later exercise by the holder of
any  or  all  such  other  rights,  powers  or  remedies.

     (d)     Expenses:  Upon the occurrence of a Default or an Event of Default,
which  occurrence  is  not  cured  within the notice provisions, if any provided
therefore,  Borrower  agrees  to  pay  and  shall  pay  all  costs  and expenses
(including  Lenders  attorney's fees and expenses) reasonably incurred by Lender
in connection with the preservation and enforcement of Lender's rights under the
Loan  Agreement,  Convertible  Notes,  or  any  other  Loan  Document.

9.     FAILURE  TO  ACT AND WAIVER:  No failure or delay by the holder hereof to
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require  the performance of any term or terms of this Convertible Note or not to
exercise  any right, or any remedy shall constitute a waiver of any such term or
of  any  right  or  of any default, nor shall such delay or failure preclude the
holder  hereof from exercising any such right, power or remedy at any later time
or  times.  By  accepting payment after the due date of any amount payable under
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this  Convertible Note, the holder hereof shall not be deemed to waive the right
either  to  require  payment  when due of all other amounts payable, or to later
declare  a  default for failure to effect such payment of any such other amount.
The failure of the holder of this Convertible Note to give notice of any failure
or  breach  of  the  Borrower under this Convertible Note shall not constitute a
waiver of any right or remedy in respect of such continuing failure or breach or
any  subsequent  failure  or  breach.

10.     CONSENT  TO  JURISDICTION:  The Borrower hereby agrees and consents that
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any  action,  suit  or  proceeding  arising  out of this Convertible Note may be
brought  in  any  appropriate  court  in the State of Texas including the United
States  District Court for the Northern District of Texas, or in any other court
having  jurisdiction  over  the  subject matter, all at the sole election of the
holder  hereof,  and  by the issuance and execution of this Convertible Note the
Borrower  irrevocably  consents  to  the  jurisdiction  of  each  such  court.

11.     HOLDERS  RIGHT  TO REQUEST MULTIPLE CONVERTIBLE NOTES: The Holder shall,
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upon written request and presentation of the Convertible Note, have the right at
     any  interest  payment  date,  to request division of this Convertible Note
into  two  or  more  units,  each  of  such  to  be  in such amounts as shall be
requested;  provided  however  that  no  Convertible  Notes  shall  be issued in
denominations  of  face  amount  less  than  $50,000.00.

12.     TRANSFER:  This  Convertible Note may be transferred on the books of the
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Borrower  by  the  registered  Holder  hereof,  or  by  Holder's  attorney  duly
authorized in writing, only upon (i) delivery to the Borrower of a duly executed
assignment of the Convertible Note, or part thereof, to the proposed new Holder,
along  with  a  current  notation  of  the  amount  of payments received and net
Principal  Amount  yet unfunded, and presentment of such Convertible Note to the
Borrower  for  issue of a replacement Convertible Note, or Convertible Notes, in
the  name  of  the  new  Holder,  (ii)  the designation by the new Holder of the
Lender's  agent  for  notice,  such  agent to be the sole party to whom Borrower
shall  be required to provide notice when notice to Lender is required hereunder
and  who  shall  be  the  sole party authorized to represent Lender in regard to
modification or waivers under the Convertible Note, the Loan Agreement, or other
Loan  Documents;  and any action, consent or waiver, (other than a compromise of
principal and interest), when given or taken by Lender's agent for notice, shall
be  deemed  to  be  the  action  of  the  holders of a majority in amount of the
Principal  Amount  of the Convertible Notes, as such holders are recorded on the
books  of  the  Borrower,  and  (iii) in compliance with the legend to read "The
Securities  represented  by this Convertible Note have not been registered under
the  Securities  Act of 1933, as amended ("Act"), or applicable state securities
laws  ("State  Acts")  and shall not be sold, hypothecated, donated or otherwise
transferred  unless the Borrower shall have received an opinion of Legal Counsel
for the Borrower, or such other evidence as may be satisfactory to Legal Counsel
for  the  Borrower,  to  the  effect  that  any  such transfer shall not require
registration  under  the  Act  and  the  State  Acts."

     The  Borrower  shall  be  entitled  to  treat  any  holder of record of the
Convertible  Note  as the Holder in fact thereof and of the Convertible Note and
shall  not  be bound to recognize any equitable or other claim to or interest in
this  Convertible  Note in the name of any other person, whether or not it shall
have  express or other notice thereof, save as expressly provided by the laws of
Texas.

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13.     NOTICES:  All  notices  and  communications  under this Convertible Note
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shall  be  in  writing  and  shall be either delivered in person or by overnight
delivery  and  accompanied  by  a signed receipt therefor; or mailed first-class
United  States  certified  mail  return  receipt requested, postage prepaid, and
addressed as follows: (i) if to the Borrower at its address for notice as stated
in  the  Loan Agreement; and, (ii) if to the holder of this Convertible Note, to
the  address  (a)  of such holder as it appears on the books of the Borrower, or
(b)  in the case of a partial assignment to one or more holders, to the Lender's
agent  for  notice,  as  the  case  may be. Any notice of communication shall be
deemed  given  and  received as of the date of such delivery if delivered; or if
mailed,  then  three  days  after  the  date  of  mailing.

14.     MAXIMUM  INTEREST  RATE:  Regardless  of any provision contained in this
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Convertible Note, Lender shall never be entitled to receive, collect or apply as
interest  on the Convertible Note any amount in excess of interest calculated at
the  Maximum  Rate,  and,  in  the  event that Lender ever receives, collects or
applies  as interest any such excess, the amount which [exactly how this section
ends  in  original].

     IN  WITNESS  WHEREOF,  the undersigned Borrower has caused this Convertible
Note  to  be  duly  issued  and  executed  on the Date of Issue as stated above.

Address  for  Notice:     International  Travel  CD's  Inc.
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One  Belmont  Avenue
GSB  Building,  Suite  417
Bala  Cynwyd,  PA  19004           By:  /s/  Gerald  T.  Harrington
Attn.  Gerald  Harrington               ---------------------------
Ph.  610-660-5906                            Gerald  T.  Harrington
Fax.  610-660-5905                           President

                                   Attest

                                   By:  /s/  Lena  Donoflio
                                        ---------------------------
                                        Name:  Lena  Donoflio
                                        Assistant  Secretary


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