Exhibit 4.2

                       SECURED CONVERTIBLE PROMISSORY NOTE

$200,000.00                                                         May 24, 2004

FOR VALUE RECEIVED, the undersigned, CT Holdings, Inc., a Delaware corporation
("CT"), promises to pay to the order of CITN Investment, Inc. ("Payee"), at such
place as Payee may designate in writing, in lawful money of the United States of
America, the principal sum of Two Hundred Thousand Dollars ($200,000.00) on the
terms and conditions hereinafter set forth.  This Note shall bear interest at
the rate of eight percent (8%) per year and shall mature on the earlier of May
24, 2006 or demand by the Payee (the "Payment Date"), at which time all
outstanding principal shall be due and payable.

Events of Default.  The entire unpaid principal balance of this Note shall
immediately become due and payable, at the option of Payee, upon the failure by
CT to pay any installment of principal and interest hereof as and when the same
becomes due and payable in accordance with the terms hereof (the "Event of
Default"). In the event an Event of Default shall occur, the unpaid principal
shall accrue interest in the amount of 18% per annum and Payee may proceed to
protect and enforce its rights either by suit in equity and/or by action at law,
by other appropriate proceedings. No delay on the part of Payee in the exercise
of any power or right under this Note, or under any other instrument executed
pursuant thereto shall operate as a waiver thereof, nor shall a single or
partial exercise of any other power or right preclude further exercise thereof.

Loan  Agreement  and  Security  Interest.  This  Note  is  made pursuant to that
certain Loan and Security Agreement dated the date hereof and is governed by the
terms  thereof.  The  obligations  under  this  Note are secured by the Loan and
Security Agreement dated of even date herewith by and between CT and Payee.

Conversion. Payee is entitled, at its option, at any time prior to the Payment
Date, to convert all or a portion of the outstanding principal and accrued
interest under this Note into up to 23,666,667 shares of common stock of CT (the
"Conversion Shares"), on a pro rata basis based on the amount of the Note that
is converted. No fractional shares or scrip representing fractions of shares
will be issued on conversion, but the number of Conversion Shares issuable shall
be rounded to the nearest whole share. Upon the surrender of this Note
accompanied by a conversion request, CT shall issue and deliver to Payee that
number of Conversion Shares as shall be determined in accordance herewith.  If
CT at any time subdivides (by any stock split, stock dividend, recapitalization
or otherwise) its outstanding shares of common stock into a greater number of
shares, the number of Conversion Shares into which this Note is convertible
immediately prior to such subdivision will be proportionately increased, and if
CT at any time combines (by reverse stock split or otherwise) its outstanding
shares of common stock into a smaller number of shares, the number of Conversion
Shares into which this Note is convertible immediately prior to such combination
will be proportionately decreased.  CT and the Payee understand and acknowledge
that CT does not have a sufficient number of shares of common stock available to
permit the conversion of this Note at this time.  CT agrees to use its best
efforts to obtain shareholder approval to (a) increase the number of authorized
shares of common stock to a number sufficient to permit conversion, or (b) to
effect a reverse stock split to reduce the number of currently outstanding
shares of common stock to a number small enough to permit the conversion of this
Note.

Costs of Collection.  It is hereby specially agreed that if this Note is placed
into the hands of an attorney for collection, or if proved, established, or
collected in any court, CT agrees to pay to Payee an amount equal to all
expenses incurred in enforcing or collecting this Note, including court costs
and reasonable attorneys' fees.


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Waiver of Rights.  Except for the notice expressly provided herein, the
undersigned and all endorsers, sureties, and guarantors hereof hereby jointly
and severally waive presentment for payment, demand, notice of nonpayment,
protest, notice of protest, and without further notice hereby consent to
renewals, extensions, or partial payments either before or after maturity.

Usury Limitation.  All agreements between CT and Payee, whether now existing or
hereafter arising and whether written or oral, are expressly limited so that in
no contingency or event whatsoever shall the amount paid, or agreed to be paid,
to Payee hereof for the use, forbearance, or detention of the money advanced to
CT, or for the performance or payment of any covenant or obligation contained
herein, exceed the maximum amount permissible under applicable federal or state
law.  If, from any circumstance whatsoever, fulfillment of any provision hereof
at the time performance of such provision shall be due shall involve
transcending the limit of validity prescribed by law, then the obligation to be
fulfilled shall be reduced to the limit of such validity, and if from any such
circumstance Payee shall ever receive as interest under this Note or otherwise
an amount that would exceed the highest lawful rate, such amount that would be
excessive interest shall be applied to the reduction of the principal amount
owing under this Note and not to the payment of interest or, if such excessive
interest exceeds the unpaid principal balance of this Note, such excess shall be
refunded to CT.  All sums paid or agreed to be paid to Payee for the use,
forbearance, or detention of the indebtedness evidenced hereby shall, to the
extent permitted by applicable law, be amortized, prorated, allocated, and
spread throughout the full term of such indebtedness until payment in full so
that the actual rate of interest on account of such indebtedness is uniform
throughout the term thereof.  The terms and provisions of this paragraph shall
control every other provision of all agreements between CT and Payee.

Governing Law.  This Note shall be governed by and construed in accordance with
the laws of the State of Texas and the laws of the United States applicable to
transactions in Texas.

CT:

CT  Holdings,  Inc.


By:  __________________________________
Name:  ________________________________
Title:  _______________________________

PAYEE:

CITN Investment, Inc.

By:  __________________________________
Name:  ________________________________
Title:  _______________________________


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