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                                                                    EXHIBIT 4.4

   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. $40,337.20                                                  June 25, 2003

         FOR VALUE RECEIVED, the undersigned, MAC Worldwide, Inc., a Delaware
corporation with offices at 1640 Terrace Way, Walnut Creek, California 94596
(the "Obligor"), hereby promises to pay to the order of Sonic Investments, Ltd.,
with offices at 50 Shirley Street, P.O. Box N7755, Nassau, Bahamas B.W.I., (the
"Holder"), the principal sum of Forty Thousand Three Hundred Thirty Seven
Dollars and twenty cents ($40,337.20) payable as set forth below. 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 twelve percent (12%), 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 promissory note replaces and supercedes the following three promissory
notes between these same two parties:

         i)       Promissory Note dated March 19, 2001 for $16,372 ($18,646.59
                  was due on June 25, 2002);

         ii)      Promissory Note dated January 16, 2001 for $15,000 ($17,368.77
                  was due on June 25, 2002); and

         iii)     Promissory Note dated June 25, 2002 for $36,015.36 ($40,337.20
                  was due on June 25, 2003).

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 June 25, 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.       Payment Due Upon Funding. If the Obligor raises $100,000 or more by
         selling equity within the next 12 months then the principal amount of
         this Note plus accrued interest is due within five (5) days.

3.       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.

4.       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

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         and not exclusive of any rights or 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.

5.       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.

6.       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.

7.       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

                  (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

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                  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.

8.       Remedies. In case any one or more of the Events of Default specified in
         Section 7 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.

9.       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.

10.      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
25th day of June, 2003.

                                               OBLIGOR:

                                               MAC WORLDWIDE, INC.


                                               By:  /s/ Vincenzo Cavallo
                                                  ----------------------------
                                                    Vincenzo Cavallo
                                                    Chief Operating Officer

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