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THIS  NOTE  HAS  BEEN  ISSUED  PURSUANT  TO  AN  EXEMPTION FROM THE REGISTRATION
REQUIREMENTS  OF  FEDERAL  AND  STATE  SECURITIES  LAWS  AND  MAY NOT BE SOLD OR
TRANSFERRED  WITHOUT  COMPLIANCE  WITH SUCH REQUIREMENTS OR A WRITTEN OPINION OF
COUNSEL  ACCEPTABLE  TO  THE  OBLIGOR  THAT SUCH TRANSFER WILL NOT RESULT IN ANY
VIOLATION  OF  SUCH  LAWS  OR  AFFECT  THE  LEGALITY  OF  ITS  ISSUANCE.

                                 PROMISSORY NOTE


U.S. $23,912.36                                              November 19, 2002


     FOR  VALUE  RECEIVED,  the  undersigned,  MAC  Worldwide,  Inc., a Delaware
corporation  with  offices  at  1640 Terrace Way, Walnut Creek, California 94596
"Obligor"),  hereby  promises to pay to the order of Viking Investment Group II,
Inc.,  with  offices  at  630  Third Avenue, 5th floor, New York, New York, (the
"Holder"),  the  principal  sum  of  Twenty-three  Thousand  Nine Hundred Twelve
Dollars  and  thirty-six  cents  ($23,912.36)  payable  as set forth below. This
Promissory  Note  (the  "Note")  replaces  the prior promissory note between the
these  same  two parties, in the amount of $20,000, dated November 19, 2001. The
Obligor  also  promises  to  pay  to  the  order  of  the Holder interest on the
principal  amount  hereof  at  a rate per annum equal to eighteen percent (18%),
which  interest shall be payable at such time as the principal is due hereunder.
Interest  shall  be  calculated on the basis of the year of 365 days and for the
number  of days actually elapsed. Any amounts of interest and principal not paid
when  due  shall  bear  interest  at  the  maximum  rate  of interest allowed by
applicable  law.  The payments of principal and interest hereunder shall be made
in  currency  of the United States of America which at the time of payment shall
be  legal  tender  therein  for  the  payment  of  public  and  private  debts.

     This Note shall be subject to the following additional terms and
conditions:

1.     Payments.  Subject to Section 2 hereof, all principal and interest due
       --------
hereunder  shall  be  in one (1) installment on November 19, 2003 (the "Maturity
Date");  provided,  however,  that  the parties may mutually agree to extend the
         --------  -------
terms of this Note beyond the Maturity Date. In the event that any payment to be
made hereunder shall be or become due on Saturday, Sunday or any other day which
is a legal bank holiday under the laws of the New York, such payment shall be or
become  due  on  the  next  succeeding  business  day.

2.     Prepayment.  The Obligor and the Holder understand and agree that the
       ----------
principal  amount  of  this  Note  plus  accrued  interest may be prepaid by the
Obligor  at  any  time  prior  to  the  Maturity  Date  without  penalty.

3.     No Waiver.  No failure or delay by the Holder in exercising any right,
       ---------
power  or  privilege  under the Note shall operate as a waiver thereof nor shall
any  single  or  partial exercise thereof preclude any other or further exercise

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thereof  or  the exercise of any other right, power or privilege. The rights and
remedies  herein provided shall be cumulative and not exclusive of any rights or
remedies  provided  by  law.  No  course  of dealing between the Obligor and the
Holder  shall  operate  as  a  waiver  of  any  rights  by  the  Holder.

4.     Waiver of Presentment and Notice of Dishonor.  The Obligor and all
       --------------------------------------------
endorsers,  guarantors  and  other  parties  that  may be liable under this Note
hereby  waive presentment, notice of dishonor, protest and all other demands and
notices  in connection with the delivery, acceptance, performance or enforcement
of  this  Note.

5.     Place of Payment.  All payments of principal of this Note and the
       ----------------
interest  due  hereon shall be made at such place as the Holder may from time to
time  designate  in  writing.

6.     Events of Default.  The entire unpaid principal amount of this Note and
       -----------------
the  interest due hereon shall, at the option of the Holder exercised by written
notice  to  the  Obligor  forthwith  become  and  be  due  and  payable, without
presentment,  demand,  protest  or  other  notice  of any kind, all of which are
hereby  expressly  waived,  if  any  one or more of the following events (herein
called  "Events  of Default") shall have occurred (for any reason whatsoever and
whether  such  happening  shall  be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgement,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative  or  governmental  body  )  and be continuing at the time of such
notice,  that  is  to  say:

     (a)  if  default  shall  be  made  in  the  due and punctual payment of the
          principal  of  this  Note and the interest due thereon when and as the
          same  shall  become  due  and  payable,  whether  at  maturity,  or by
          acceleration  or  otherwise,  and  such  default  have continued for a
          period  of  five  (5)  days;

     (b)  if  the  Obligor  shall:

          (i)  admit in writing its inability to pay its debts generally as they
               become  due;

          (ii) file  a  petition  in bankruptcy or petition to take advantage of
               any  insolvency  act;

          (iii)     make assignment for the benefit of creditors;

          (iv) consent  to  the  appointment  of  a receiver of the whole or any
               substantial  part  of  its  property;

          (v)  on  a  petition  in bankruptcy filed against it, be adjudicated a
               bankrupt;  or

          (vi) file  a  petition or answer seeking reorganization or arrangement
               under  the Federal bankruptcy laws or any other applicable law or
               statute of the United States of America or any State, district or
               territory  thereof;

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     (c)  if  a  court of competent jurisdiction shall enter an order, judgment,
          or  decree  appointing, without the consent of the Obligor, a receiver
          of  the  whole  or any substantial part of the Obligor's property, and
          such  other,  judgment  or decree shall not be vacated or set aside or
          stayed  with  ninety  (90)  days  from  the  date  of  entry  thereof;

     (d)  if,  under  the  provisions  of any other law for the relief or aid of
          debtors,  any  court of competent jurisdiction shall assume custody or
          control of the whole or any substantial part of Obligor's property and
          such  custody or control shall not be terminated or stayed within (90)
          days  from  the  date  of  assumption  of  such custody or control; or

     (e)  if  (i)  the Obligor sells or otherwise transfers all or substantially
          all  of  its  assets  or  (ii)  merges  with  or  into another entity.

7.     Remedies.  In case any one or more of the Events of Default specified in
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Section  6  hereof shall have occurred and be continuing, the Holder may proceed
to protect and enforce its rights whether by suit and/or equity and/or by action
of  law,  whether  for  the  specific  performance  of any covenant or agreement
contained  in  this  Note or in aid of the exercise of any power granted in this
Note,  or the Holder may proceed to enforce the payment of all sums due upon the
Note  or  enforce  any  other  legal  or  equitable  right  of  the  Holder.

8.     Severability.  In the event that one or more of the provisions of this
       ------------
Note  shall  for  any  reason  be  held invalid, illegal or unenforceable in any
respect,  such  invalidity,  illegality or unenforceability shall not affect any
other  provision  of  this  Note,  but  this  Note shall be construed as if such
invalid,  illegal  or  unenforceable  provision had never been contained herein.

9.     Governing Law.  This Note and the right and obligations of the Obligor
       -------------
and the Holder shall be governed by and construed in accordance with the laws of
the State of New York.


     IN WITNESS WHEREOF, the OBLIGOR has signed and sealed this Note this 19th
day of November, 2002.

                                        OBLIGOR:

                                        MAC  WORLDWIDE,  INC.


                                        By:___________________
                                        Anthony  Cavallo
                                        Secretary



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