<PAGE>

                                                                     EXHIBIT 4.6

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH NOTE, OR DELIVERY OF AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THIS NOTE
THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH
THE ACT AND APPLICABLE STATE SECURITIES LAWS.

                      AMENDED AND RESTATED PROMISSORY NOTE

$125,000.00                                             Laguna Hills, California
                                                        October 24, 2001

            FOR VALUE RECEIVED, eLiberation.com Corporation, a Delaware
corporation ("Borrower"), promises to pay to Frastacky Associates, Inc., an
Ontario, Canada corporation ("Lender"), or order, the principal amount of One
Hundred Twenty Five Thousand Dollars ($125,000.00), with interest from October
18, 2001 on the unpaid principal balance under this Promissory Note (this
"Note") at the rate of ten percent (10%) per annum (on the basis of a 365-day
year and the actual number of days elapsed). The principal amount of this Note
together with all accrued but unpaid interest shall be due and payable on the
sooner of either January 18, 2002, or the date upon which Borrower receives
equity funding designated in representation seven (7) below, (the "Maturity
Date", subject to conversion as provided below). (As used herein, "Lender" shall
refer to the then current registered holder of this Note.)

            Concurrently with the issuance of this Note, Borrower is issuing to
Lender a warrant to purchase One Hundred Seventy Five Thousand (175,000) shares
of Borrower's Common stock at a purchase price of $1.00 per share, plus Fifty
Thousand (50,000) shares of Borrower's Common stock at a purchase price of
nothing ($0.00) per share. Additionally, Borrower is expecting bridge funds of
$75,000 from Broad Street Capital Partners I, L.P or their associates by 5pm
PDT, Friday October 26th, 2001. If those funds are NOT received by Borrower at
or before that date and time, Lender shall be entitled to receive an additional
warrant to purchase Seventy Five Thousand (75,000) shares of Borrower's Common
stock at a purchase price of $1.00 per share.

            This Note may be converted at the sole option of Lender into shares
of Borrower's Common stock at a purchase price of $0.50 per share, at any time
prior to payment in full of this Note. To effect such conversion, Lender shall
deliver this Note to Borrower for cancellation together with written notice of
conversion. Borrower shall, no later than ten (10) business days after receipt
of this Note and notice of conversion, cancel the Note and issue to Lender or
the holder of the Note stock certificates representing the shares of Common
stock into which this Note is converted.

            In order to induce Lender to accept this Note, Borrower hereby makes
the following representations:

            1.    To the best knowledge of Borrower, there is no litigation
      pending or threatened against Borrower except current litigation with
      eSynch Corporation regarding a disputed debt of approximately $40,000.
      Borrower believes this case is without merit and will defend it
      vigorously.

            2.    To the best knowledge of Borrower, all information and
      documents provided to Lender by or on behalf of Borrower, including
      unaudited financial statements, are complete and accurate as of the date
      thereof.

            3.    The execution and delivery of this Note and any document
      executed as a part of the transaction between Lender and Borrower
      contemplated hereby shall not constitute a breach of or a default under
      any agreement or understanding to which the Borrower is a party.

            4.    Borrower will use the proceeds of this Note only to pay
      Borrower's trade payables and

                                        1
<PAGE>

      regular payroll obligations.

            5.    Borrower's offices are located at 24422 Avenida de la Carlota,
      Suite 120, Laguna Hills, California 92653.

            6.    Borrower is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware. Borrower is
      duly qualified to do business in the State of California. This Note, and
      all documents executed as a part of the transaction between Lender and
      Borrower contemplated hereby, have been duly authorized and approved by
      Borrower and are legal and binding obligations of Borrower according to
      their terms.

            7.    Borrower anticipates that this Note will be repaid from monies
      to be received as a result of the anticipated investment of $2.5 million
      by Broad Street Capital Partners I, L.P. in a new corporation to be formed
      after the anticipated merger between Borrower and Providence Capital VI,
      Inc.

            All dollar amounts described in this Note are United States Dollars.
All payments under this Note shall be made to Lender or its order, in lawful
money of the United States of America and in immediately available funds
delivered to Lender at the offices of Lender at its then principal place of
business or at such other place as Lender shall designate in writing for such
purpose from time to time. If a payment under this Note otherwise would become
due and payable on a Saturday, Sunday or legal holiday, the due date thereof
shall be extended to the next day which is not a Saturday, Sunday or legal
holiday, and interest shall be payable thereon during such extension.

            This Note may be prepaid in whole or in part at any time, without
premium or penalty. Any prepayment of this Note shall be applied in the
following order: (i) to the payment of accrued but unpaid interest; (ii) to the
payment of outstanding principal; and (iii) to the payment of costs and expenses
provided for under this Note.

            No waiver or modification of any of the terms of this Note shall be
valid or binding unless set forth in a writing specifically referring to this
Note and signed by a duly authorized officer of Borrower and of Lender, and then
only to the extent specifically set forth therein.

            If any default occurs in any payment due under this Note, Borrower
and any guarantors and endorsers hereof, and their successors and assigns,
promise to pay all costs and expenses, including attorneys' fees, incurred by
Lender in collecting or attempting to collect the indebtedness under this Note,
whether or not any action or proceeding is commenced. None of the provisions
hereof and none of Lender's rights or remedies under this Note on account of any
past or future defaults shall be deemed to have been waived by Lender's
acceptance of any past due payments or by any indulgence granted by Lender to
Borrower.

            Borrower and all guarantors and endorsers hereof, and their
successors and assigns, hereby waive presentment, demand, diligence, protest and
notice of every kind and agree that they shall remain liable for all amounts due
under this Note notwithstanding any extension of time or change in the terms of
payment of this Note granted by Lender or any delay or failure by Lender to
exercise any rights under this Note.

            This Note has not been registered under the Act or the securities
laws of any state, in reliance upon exemptions from registration or
qualification. This Note is subject to restrictions on transferability and
resale, and may not be hypothecated, pledged, transferred or sold except as
permitted by registration or exemption under applicable federal and state laws.
This Note is transferable only if Lender supplies evidence satisfactory to
Borrower (which may include opinion of counsel from a law firm acceptable to
Borrower) that Lender has complied with the appropriate registration
requirements or that such registration is not required. Borrower may deem and
treat the person in whose name this Note is registered as its absolute owner for
the purpose of receiving payments of interest and principal, and for all other
purposes.

            This Note is secured by that certain written Security Agreement
dated August 15, 2001 ("Security Agreement"), pursuant to which Borrower granted
Lender a security interest in substantially all of the assets of Borrower, then
owned or thereafter acquired, and all proceeds thereof . This Note is an
Obligation and future indebtedness of Borrower to Lender as described in the
Security Agreement.

            If a court of competent jurisdiction finds that the terms of this
Note violate any applicable usury

<PAGE>

law, then the obligation to pay interest on this Note shall be reduced to the
maximum legal limit under applicable law governing the interest payable in
connection with this Note, and any amount of interest paid by Borrower that is
deemed in excess of the maximum interest rate that could be paid at such time
shall be deemed to have been a prepayment of principal (without penalty) on this
Note.

            This Note shall be governed by and construed in accordance with the
laws of the State of California, without giving effect to the principles thereof
relating to conflicts of law; provided, that, Lender reserves any and all rights
it may have under federal law.

            This Note amends, restates and supercedes that certain Promissory
Note dated October 16, 2001, in the principal amount of $50,000, that certain
replacement Promissory Note dated October 17, 2001 in the principal amount of
$50,000 and that certain Promissory Note dated October 18, 2001, in the
principal amount of $75,000.

            This Note does NOT amend, restate or supercede any other obligation,
agreement or understanding between Borrower and Lender, including but not
limited to that certain Promissory Note dated August 15, 2001 in the principal
amount of $350,000.

            IN WITNESS WHEREOF, Borrower has caused this Note to be duly
executed the day and year first above written.

                                       eLiberation.com Corporation,
                                       a Delaware corporation

                                       /s/ Heath Clarke
                                       ------------------------------
                                       Heath Clarke
                                       Chief Executive Officer

                                        3