Exhibit 10.1
AMENDED SECURED CONVERTIBLE PROMISSORY NOTE
$287,818.70
May 24, 2004
Amended December
19, 2005
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
Eighty-Seven Thousand Eight Hundred
Eighteen Dollars and Seventy Cents
($287,818.70) 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
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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
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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
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Date, to convert all or a portion of the
outstanding principal and accrued
interest under this Note into 80% of the
Company's common stock (approximately
240,000,000 shares of common stock) (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
