Exhibit 4.6

                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

January 7, 2004

American Registrar and Transfer Co.
342 East 900 South
Salt Lake City, Utah 84111

         Attn:   Richard Day

         RE:     BIB HOLDINGS, LTD.

Ladies and Gentlemen:

      Reference  is made to that  certain  Securities  Purchase  Agreement  (the
"Securities  Purchase  Agreement"),  dated the date  hereof,  by and between BIB
Holdings,  Ltd., a Nevada corporation (the "Company"),  and the Buyers set forth
on Schedule I attached thereto (collectively the "Buyer"), pursuant to which the
Company shall sell to the Buyer up to One Million Two Hundred  Thousand  Dollars
($1,200,000) of the Company's  secured  convertible  debentures,  which shall be
convertible into shares of the Company's common stock, par value $.001 per share
(the "Common Stock"). The shares of Common Stock to be converted thereunder plus
interest which may be converted  into Common Stock and any  Liquidated  Damages,
which may be converted  into Common Stock  thereunder  are referred to herein as
the   "Conversion   Shares."   This  letter  shall  serve  as  our   irrevocable
authorization  and direction to you (provided that you are the transfer agent of
the  Company  at such  time) to issue  the  Conversion  Shares  in shares of the
Company's  Common Stock, in the event the Buyer has elected to have the interest
of the  Convertible  Debenture,  pursuant  to  Section  1.07 of the  Convertible
Debenture,  paid in  Common  Stock  (the  "Interest  Shares"),  or the Buyer has
elected to have Liquidated Damages (the "Liquidated  Damages Shares"),  pursuant
to Section 2(c) of the Investor  Registration  Rights  Agreement  dated the date
hereof paid in Common  Stock.  to the Buyer from time to time upon  surrender to
you of a properly  completed and duly executed  Conversion  Notice,  in the form
attached  hereto as  Exhibit  I,  delivered  on behalf of the  Company  by David
Gonzalez, Esq.

      Specifically,  upon  receipt by the Company or David  Gonzalez,  Esq. of a
copy of a Conversion  Notice,  David  Gonzalez,  Esq., on behalf of the Company,
shall as soon as practicable, but in no event later than one (1) Trading Day (as
defined below) after receipt of such Conversion Notice,  send, via facsimile,  a
Conversion Notice,  which shall constitute an irrevocable  instruction to you to
process  such   Conversion   Notice  in  accordance  with  the  terms  of  these
instructions. Upon your receipt of a copy of the executed Conversion Notice, you
shall use your best efforts to, within three (3) Trading Days following the date
of receipt of the Conversion Notice, (A) issue and surrender to a common carrier
for overnight  delivery to the address

<PAGE>

as specified in the Conversion Notice, a certificate,  registered in the name of
the Buyer or its designee, for the number of shares of Common Stock to which the
Buyer shall be entitled as set forth in the  Conversion  Notice or (B)  provided
you are  participating  in The Depository  Trust Company  ("DTC") Fast Automated
Securities  Transfer  Program,  upon  the  request  of the  Buyer,  credit  such
aggregate  number of shares of Common Stock to which the Buyer shall be entitled
to the Buyer's or its  designee's  balance  account with DTC through its Deposit
Withdrawal At Custodian  ("DWAC")  system  provided the Buyer causes its bank or
broker to initiate the DWAC  transaction.  ("Trading  Day" shall mean any day on
which the Nasdaq Market is open for customary trading.)

      The  Company  hereby  confirms  to you and  the  Buyer  that  certificates
representing the Conversion Shares,  the Interest Shares,  and/or the Liquidated
Damages Shares shall not bear any legend restricting  transfer of the Conversion
Shares thereby and should not be subject to any  stop-transfer  restrictions and
shall  otherwise be freely  transferable on the books and records of the Company
provided that the Company counsel delivers (i) the Notice of  Effectiveness  set
forth in Exhibit II  attached  hereto and (ii) an opinion of counsel in the form
set forth in Exhibit III attached hereto, and that if the Conversion Shares, the
Interest  Shares,  and/or the  Liquidated  Damages Shares are not registered for
sale under the Securities Act of 1933, as amended, then the certificates for the
Conversion Shares shall bear the following legend:

      "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  OR  APPLICABLE  STATE
      SECURITIES  LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
      NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
      AN  EFFECTIVE   REGISTRATION   STATEMENT  FOR  THE  SECURITIES  UNDER  THE
      SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE SECURITIES LAWS,
      OR AN OPINION OF COUNSEL, IN A FORM REASONABLY  ACCEPTABLE TO THE COMPANY,
      THAT  REGISTRATION  IS NOT  REQUIRED  UNDER SAID ACT OR  APPLICABLE  STATE
      SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."

      The  Company  hereby  confirms  and  American  Registrar  and  Transfer Co
("American  Registrar")  acknowledges  that in the event  Counsel to the Company
does not issue an opinion of counsel as required to issue the Conversion  Shares
free of legend the Company  authorizes  and  American  Registrar  will accept an
opinion of Counsel from Butler Gonzalez LLP.

      The  Company  hereby  confirms  to you and the Buyer that no  instructions
other  than as  contemplated  herein  will be given to you by the  Company  with
respect to the  Conversion  Shares.  The Company hereby agrees that it shall not
replace  American  Registrar as the Company's  transfer  agent without the prior
written consent of the Buyer and acknowledgement  from the replacement  transfer
agent that they have  agreed to serve as  transfer  agent and to be bound by the
terms and conditions of these Transfer Agent Instructions.


                                       2
<PAGE>

      Any  attempt by you to resign as  transfer  agent  hereunder  shall not be
effective  until such time as the Company  provides to you written notice that a
suitable  replacement  has agreed to serve as transfer  agent and to be bound by
the terms and conditions of these Transfer Agent Instructions.

      The Company and American  Registrar  acknowledge that the Buyer is relying
on the  representations  and covenants  made by the Company  American  Registrar
hereunder  and are a material  inducement  to the Buyer  purchasing  convertible
debentures  under the Securities  Purchase  Agreement.  The Company and American
Registrar further acknowledge that without such representations and covenants of
the Company and American  Registrar  made  hereunder,  the Buyer would not enter
into the  Securities  Purchase  Agreement  and purchase  convertible  debentures
pursuant thereto.

      The Company and American  Registrar  hereby  acknowledge  and confirm that
complying  with the terms of this  Agreement  does not and  shall  not  prohibit
American  Registrar from satisfying any and all fiduciary  responsibilities  and
duties it may owe to the Company. .

      Each party hereto  specifically  acknowledges and agrees that in the event
of a breach or threatened breach by a party hereto of any provision hereof,  the
Buyer will be irreparably damaged and that damages at law would be an inadequate
remedy if these  Irrevocable  Transfer Agent  Instructions were not specifically
enforced.  Therefore,  in the event of a breach or threatened  breach by a party
hereto, including,  without limitation,  the attempted termination of the agency
relationship  created  by this  instrument,  the  Buyer  shall be  entitled,  in
addition to all other  rights or remedies,  to an  injunction  restraining  such
breach,  without being required to show any actual damage or to post any bond or
other security, and/or to a decree for specific performance of the provisions of
these Irrevocable Transfer Agent Instructions.

                                    * * * * *


                                       3
<PAGE>

      IN  WITNESS  WHEREOF,  the  parties  have  caused  this  letter  agreement
regarding  Irrevocable  Transfer  Agent  Instructions  to be duly  executed  and
delivered as of the date first written above.

                                        COMPANY:

                                        BIB HOLDINGS, LTD.

                                        By: /s/ Gail Binder
                                           -------------------------------------
                                           Name:  Gail Binder
                                           Title: Chief Executive Officer

                                        /s/ David Gonzalez
                                        ----------------------------------------
                                        David Gonzalez, Esq.


AMERICAN REGISTRAR AND TRANSFER CO.


By: /s/ Richard Day
   --------------------------------
   Name:  Richard Day
   Title:


                                       4
<PAGE>

                                   SCHEDULE I

                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>
                                                                     Address/Facsimile
Name                             Signature                           Number of Buyer
-----------------------------    --------------------------------    ---------------------------------
<S>                              <C>                                 <C>
Cornell Capital Partners,  LP    By:      Yorkville Advisors, LLC    101 Hudson Street - Suite 3606
                                 Its:     General Partner            Jersey City, NJ  07303
                                                                     Facsimile:        (201) 985-8266

                                 By:   /s/ Mark A. Angelo
                                    --------------------------------
                                 Name: Mark A. Angelo
                                 Its:  Portfolio Manager
</TABLE>


                                   EXHIBIT A-1