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                                                                   EXHIBIT 4.5

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. $28,216.58                                             November 19, 2003


         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 488 Madison Avenue, 12th floor, New York, New York 10022
(the "Holder"), the principal sum of Twenty-eight Thousand Two Hundred Sixteen
Dollars and fifty-eight cents ($28,216.58) payable as set forth below. This
Promissory Note (the "Note") replaces the prior promissory note between these
same two parties, in the amount of $23,912.36, dated November 19, 2002. 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, 2004 (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
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

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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 judgment,
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

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                  (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;

         (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
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, 2003.

         OBLIGOR:

         MAC Worldwide, Inc.


         By:  /s/ Anthony Cavallo
              ----------------------
              Anthony Cavallo
              Secretary

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