Exhibit
      4.5

    


    PROMISSORY
      NOTE

    


    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR, IF
      APPLICABLE, STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE,
      PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      AS
      TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
      TO
      ASIA CAPITAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    NOTE

    


    FOR
      VALUE
      RECEIVED, Jeffrey K. Daniel, Craig L. Daniel and Edward Daniel (collectively,
      the “Borrowers”), with principal offices located at 7502 Mesa Road, Houston,
      Texas 77020, hereby promises to pay to Omni U.S.A., Inc., a Nevada Corporation
      (the “Holder”), or order, without demand, the sum of Six Hundred Seventy-Two
      Thousand Dollars ($672,000). The remaining principal amount of the Note shall
      be
      due and payable on the Maturity Date (as hereinafter defined). 

    


    The
      following terms shall apply to this Note:

    


    


    ARTICLE
      I

    PAYMENT

    


    Payment.
      Borrowers shall pay to Holder the amount of $4,000 per month commencing on
      February 1, 2006 and the first day of each month thereafter.

    


    Maturity
      Date.
      On the
      Maturity Date, the entire unpaid principal amount shall be paid to the Holder
      without offset or deduction of any kind. The Maturity Date shall be December
      29_, 2008.

    


    Prepayment.
      The Note
      may be prepaid in whole or in part (subject to a minimum payment of $100,000),
      without premium or penalty.

    


    ARTICLE
      II

    EVENTS
      OF
      DEFAULT

    


    Events
      of Default.
      The
      occurrence of any of the following events of default (“Event of Default”) shall,
      at the option of the Holder hereof, make the principal balance then remaining
      unpaid hereon and all other amounts payable hereunder immediately due and
      payable:

    


    Failure
      to Pay Principal.
      The
      Borrowers fail to pay any installment of principal hereon when due and such
      failure continues for a period of five (5) days after the due date.


    


    Breach
      of Covenant.
      The
      Borrowers breach any material covenant or other term or condition of this Note
      in any material respect and such breach, if subject to cure, continues for
      a
      period of five (5) days after written notice to the Borrowers from the
      Holder.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Receiver
      or Trustee.
      The
      Borrowers shall make an assignment for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business; or such a receiver or trustee shall otherwise
      be appointed.

    


    Judgments.
      Any
      money judgment, writ or similar final process, shall be entered or filed against
      any of the Borrowers or any of their property or other assets for more than
      $250,000 collectively, and shall remain unvacated, unbonded or unstayed for
      a
      period of forty-five (45) days.

    


    Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law for the relief of
      debtors shall be instituted by or against the Borrowers and if instituted
      against Borrowers are not dismissed within 60 days of initiation.

    


    Enforcement.
      Upon the
      occurrence of any Event of Default, the Holder may thereupon proceed to protect
      and enforce its rights either by suit in equity and/or by action at law or
      by
      other appropriate proceedings whether for the specific performance (to the
      extent permitted by law) of any covenant or agreement contained in this Note
      or
      in aid of the exercise of any power granted in this Note, and proceed to enforce
      the payment of this Note held by it, and to enforce any other legal or equitable
      right of the Holder.

    


    ARTICLE
      III

    MISCELLANEOUS

    


    Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

    


    Notices.
      Any
      notice herein required or permitted to be given shall be in writing and may
      be
      personally served or sent by fax transmission (with copy sent by certified
      or
      registered mail or by overnight courier). For the purposes hereof, the address
      and fax number of the Holder is set forth on the signature page hereto. The
      address and fax number of the Borrowers is 7502 Mesa Road, Houston, Texas 77020
      facsimile (713) 635-6360. Both Holder and Borrowers may change the address
      and
      fax number for service by service of notice to the other as herein provided.
      

    


    Amendment
      Provision.
      The term
“Note” and all reference thereto, as used throughout this instrument, shall mean
      this instrument as originally executed, or if later amended or supplemented,
      then as so amended or supplemented.

    


    Assignability.
      This
      Note shall be binding upon the Borrowers and their successors and assigns,
      and
      shall inure to the benefit of the Holder and its successors and assigns, and
      may
      be assigned by the Holder.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Cost
      of
      Collection.
      If
      default is made in the payment of this Note, Borrowers shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys'
      fees.

    


    Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum permitted by such law, any payments in excess
      of
      such maximum shall be credited against amounts owed by the Borrowers to the
      Holder and thus refunded to the Borrowers.

    


    Governing
      Law and Venue.
      This
      Note shall be governed by and interpreted in accordance with the laws of the
      State of California without regard to the principles of conflict of laws. In
      the
      event of any litigation regarding the interpretation or application of this
      Note, the parties irrevocably consent to jurisdiction in any of the state or
      federal courts located in the City of Los Angeles, State of California and
      waive
      their rights to object to venue in any such court, regardless of the convenience
      or inconvenience thereof to any party. Service of process in any civil action
      relating to or arising out of this Agreement or the transaction(s) contemplated
      herein may be accomplished in any manner provided by law. The parties hereto
      agree that a final, non-appealable judgment in any such suit or proceeding
      shall
      be conclusive and may be enforced in other jurisdictions by suit on such
      judgment or in any other lawful manner.

    


    IN
      WITNESS
      WHEREOF, each Borrower has caused this Note to be signed on this 29th day of
      December, 2005.

    
      	 	 	 
	 
 	 
 	 
 
	 	/S/  	JEFFREY
              K. DANIEL 
	 	
              

              Name: Jeffrey
                K. Daniel

            


    

    
      
        	 	 	 
	 
 	 
 	 
 
	 	/S/  	CRAIG
                L.
                DANIEL 
	 	
                

                
                  Name: Craig
                    L. Daniel

                

              


      

      
        
          	
                	 	 
	 
 	 
 	 
 
	 	/S/  	EDWARD
                  DANIEL 
	 	
                  

                  
                    Name: Edward
                      Daniel

                  

                


        

        
          
            	 	 	 
	Address of Holder 	 	 
	 	 	 
	
                    Omni
                      U.S.A., Inc.

                    2236
                      Rutherford Road, Suite 107

                    Carlsbad,
                      California 92008

                    Attn:
                      John R. Dunn

                    Facsimile:
                      760-929-7504