EXHIBIT  10.29

                              APPROVAL AND RELEASE

This  Approval  and Release (this "AGREEMENT") is dated December 31, 2003 by the
undersigned  (the  "NOTEHOLDER")  and  CT Holdings, Inc., a Delaware corporation
(the  "COMPANY")

                                    RECITALS

     A.     In  order  to  continue the Company's business, the Company has been
attempting  to  raise  badly-needed  additional  capital for several years.  The
Noteholder  has  in  the  past  loaned  funds  to  the  Company in the amount of
$290,466,  including  the  original  principal  amount  of  $225,796 and accrued
interest  of $64,670 (the "Company Debt") and received loans from the Company in
the  amount of $680,000, including the original principal amount of $600,000 and
accrued  interest of $80,000 (the "Noteholder Debt").  The Company is in default
in  its  payment  obligations  under Company Debt, and the Company does not have
sufficient  funds  to  repay  the  Company  Debt.  In  the  event the Noteholder
attempted  to collect on the Company Debt, the Company might face bankruptcy and
the  Company's  equity holders would face substantial or total dilution of their
interests.

     B.     In  order  to  continue  the  Company's  business  and  induce  the
Noteholder  to  refrain  from collection efforts on the Company Debt owed to the
Noteholder, the Company has agreed with the Noteholder to forgive the Noteholder
Debt  owed  to  the  Company in exchange for the forgiveness of the Company Debt
owed  to  the  Noteholder.

     C.     The  Company  further  believes  that  in  light  of  the  Company's
financial  position  and  current market conditions, although the forgiveness of
the  Noteholder  Debt  will  result  in  the  Company  not  receiving funds, the
forgiveness  of  the  Company  Debt  owed  to the Noteholder in exchange for the
forgiveness  of  the  Company  Debt  owed  to  the Noteholder is (i) in the best
interests  of the Company and its shareholders and creditors, (ii) essential for
the  continued survival of the Company, and (iii) are fair and reasonable and in
the  best  interests  of  all  of  the  Company  and all of its shareholders and
creditors.

     D.  The  Noteholder,  by  signing  below,  acknowledges  this  compromise,
approves  its terms, and waives any potential claim the Noteholder may make as a
result of it, and thereby accepts the terms of the forgiveness of the Noteholder
Debt  and  the  Company  Debt  as  a  full  compromise  and  settlement  of  the
Noteholder's rights and interests as holder of the Company Debt. The Company, by
signing  below, acknowledges this compromise, approves its terms, and waives any
potential  claim the Company may make as a result of it, and thereby accepts the
terms  of  the forgiveness of the Noteholder Debt and the Company Debt as a full
compromise and settlement of the Company's rights and interests as holder of the
Noteholder  Debt.

     E.     In  order  to facilitate the forgiveness of the Company Debt and the
Noteholder Debt, the Noteholder and the Company desire to execute this Agreement
and  agree  to  the  terms  and  conditions  hereof.


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                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the foregoing recitals, and for other
good  and  valuable  consideration, the receipt and adequacy of which are hereby
acknowledged,  the  Noteholder  and  Company  hereby  agrees  as  follows:

     1.     Approval of Forgiveness of Company Debt and Noteholder Debt.  By the
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signature  set  forth  below,  the Noteholder and Company hereby (i) approve and
agree  to  the  forgiveness of the Company Debt and the Noteholder Debt, and the
transactions  contemplated  hereby, and (ii) acknowledge that the forgiveness of
the  Company  Debt  and  Noteholder  Debt  provides  substantial  benefit to the
Noteholder and the Company and constitutes the legal and valid consideration for
this  Agreement.

     2.     Noteholder Releases  of Claims.  The Noteholder, on behalf of itself
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and  its  spouse,  partners,  members,  affiliates,  officers,  shareholders,
employees,  transferees,  successors,  heirs, devisees and assigns, individually
and  derivatively  (in  the  name of the Company) hereby knowingly, voluntarily,
irrevocably  and  unconditionally,  waives  and  releases  the  Company,  its
predecessors, successors, parents, subsidiaries, divisions, affiliates, assigns,
agents,  directors,  officers,  employees,  shareholders,  representatives,
attorneys,  and  all persons acting by, through, under or in concert with any of
them  (the  "Company  Parties"),  from  or  for any and all charges, complaints,
claims,  liabilities,  obligations,  promises,  sums  of  money,  agreements,
controversies,  damages,  actions,  suits,  rights,  demands,  sanctions,  costs
(including  attorneys'  fees),  losses,  debts,  and  expenses  of  any  nature
whatsoever  in  any  way  relating to or arising out of the Company Debt and the
transactions  contemplated  hereby,  in  law,  in equity or otherwise, which the
Noteholder,  its  heirs  or  assigns  had or have by reason of any fact, matter,
cause  or  thing  whatsoever  existing  on  or prior to the date hereof, and the
Noteholder  agrees that the Noteholder will not in the future participate in any
lawsuit,  action,  charge  or  claim  related  thereto.

     3.     Company Releases of Claims. The Company, on behalf of itself and the
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Company  Parties hereby knowingly, voluntarily, irrevocably and unconditionally,
waives  and  releases the Noteholder, its spouse, partners, members, affiliates,
officers,  shareholders, employees, transferees, successors, heirs, devisees and
assigns, attorneys, and all persons acting by, through, under or in concert with
any  of  them, from or for any and all charges, complaints, claims, liabilities,
obligations,  promises,  sums  of  money,  agreements,  controversies,  damages,
actions,  suits,  rights, demands, sanctions, costs (including attorneys' fees),
losses,  debts,  and expenses of any nature whatsoever in any way relating to or
arising  out of the Noteholder Debt and the transactions contemplated hereby, in
law,  in equity or otherwise, which the Company Parties had or have by reason of
any  fact,  matter,  cause  or thing whatsoever existing on or prior to the date
hereof, and the Company agrees that the Company and the Company Parties will not
in  the  future  participate  in  any  lawsuit,  action, charge or claim related
thereto.

IN  WITNESS WHEREOF, the Noteholder and the Company have executed this Agreement
as  of  the  date  first  set  forth  above.

                                   "NOTEHOLDER"

                                   /s/  STEVEN  B.  SOLOMON
                                   (Signature)
                                   Steven  B.  Solomon
                                   (Print  name  of  Noteholder)

                                   CT  HOLDINGS,  INC.

                                   By:
                                   Name:     _________________________
                                   Title:     _________________________



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