THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
IS TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED HEREIN.








PROMISSORY
NOTE





US
      $6324.43
            January 16, 2008




FOR VALUE RECEIVED, the
undersigned, Nano
Holdings International, Inc., which has a business address of 1640
Terrace Way, Walnut Creek, California 94597  ("Maker"), hereby
promises to pay to the order of Viking
Investment Group II, Inc., 488 Madison Avenue, New York, NY 10022
("Payee"), the principal sum of Sixty-Three Hundred Twenty-Four Dollars and
Forty-Three Cents ($6,324.43), in lawful money in United States of America,
which shall be legal tender, bearing interest and payable as provided
herein.  This Promissory Note (“Note”) memorializes the terms of a
loan originally made by the Payee to the Maker on January 16, 2008, and as such
this Note has an effective date of January 16, 2008 (the “Effective
Date”).





Interest
on the unpaid balance of this Note from the Effective Date of the Note, until
such Note is paid in full, shall bear interest at the rate of 10% per annum.
Interest will be computed on the basis of a 360-day year.  All
principal and accrued interest payable under this Note shall be due and payable
on April 1, 2009.





Any repayment amounts not paid within
fifteen (15) business days of Payee’s demand for
repayment shall bear interest at the rate of 15% per annum until
paid.





If any
payment of principal or interest on this Note shall become due on a Saturday,
Sunday or any other day on which national banks are not open for business, such
payment shall be made on the next succeeding business day.





This Note
shall be binding upon and inure to the benefit of the Payee named herein and
Payee’s
respective successors and assigns.  Each holder of this Note, by
accepting the same, agrees to and shall be bound by all of the provisions of
this Note.  Payee may assign this Note or any of its rights, interests
or obligations to this Note without the prior written approval of
Maker.





No
provision of this Note shall alter or impair the obligation of Maker to pay the
principal of and interest on this Note at the times, places and rates, and in
the coin or currency, herein prescribed.  This Note may be repaid by
the Maker at any time.





Notwithstanding anything to the
contrary in this Note or any other agreement entered into in connection
herewith, whether now existing or hereafter arising and whether written or oral,
it is agreed that the aggregate of all interest and any other charges
constituting interest, or adjudicated as constituting interest, and contracted
for, chargeable or receivable under this Note or otherwise in connection with
this loan transaction, shall under no circumstances exceed the Maximum Rate
provided by law.





In the event the maturity of this Note
is accelerated by reason of an Event of Default under this Note, any other
agreement entered into in connection herewith or therewith, or by voluntary
prepayment by Maker or otherwise, then earned interest may never include more
than the Maximum Rate, computed from the dates of each advance of the loan
proceeds outstanding until payment.  If from any circumstance any
holder of this Note shall ever receive interest or any other charges
constituting interest, or adjudicated as constituting interest, the amount, if
any, which would exceed the Maximum Rate shall be applied to the reduction of
the principal amount owing on this Note, and not to the payment of interest; or
if such excessive interest exceeds the unpaid balance of principal hereof, the
amount of such excessive interest that exceeds the unpaid balance of principal
hereof shall be refunded to Maker.  In determining whether or not the
interest paid or payable exceeds the Maximum Rate, to the extent permitted by
applicable law (i) any nonprincipal payment shall be characterized as an
expense, fee or premium rather than as interest; and (ii) all interest at any
time contracted for, charged, received or preserved in connection herewith shall
be amortized, prorated, allocated and spread in equal parts during the period of
the full stated term of this Note.  The term "Maximum Rate" shall mean
the maximum rate of interest allowed by applicable federal or state
law.





Except as
provided herein, Maker and any sureties, guarantors and endorsers of this Note
jointly and severally waive demand, presentment, notice of nonpayment or
dishonor, notice of intent to accelerate, notice of acceleration, diligence in
collecting, grace, notice and protest, and consent to all extensions without
notice for any period or periods of time and partial payments, before or after
maturity, without prejudice to the holder.  The holder shall similarly
have the right to deal in any way, at any time, with one or more of the
foregoing parties without notice to any other party, and to grant any such party
any extensions of time for payment of any of said indebtedness, or to grant any
other indulgences or forbearance whatsoever, without notice to any other party
and without in any way affecting the personal liability of any party
hereunder.  If any efforts are made to collect or enforce this Note or
any installment due hereunder, the undersigned agrees to pay all collection
costs and fees, including reasonable attorney's fees.





This Note
shall be construed and enforced under and in accordance with the laws of the
State of Texas.





No failure on the part of any party to
enforce any provisions of this Note will act as a waiver of the right to enforce
that provision.  A photocopy of this Note shall be effective as an
original for all purposes.








IN WITNESS WHEREOF, Maker has
duly executed this Note as of the day and year first above written, with an
Effective Date as provided above.








Nano Holdings International,
Inc.





/s/
David Rector


David
Rector


Chief Executive Officer and
President