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                                                                   Exhibit 4.6

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. $3,000                                                    January 30, 2004


         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,  New York, NY 10022,  (the "Holder"),
the principal sum of Three Thousand Dollars ($3,000) 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 ten percent  (10%),  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  January  30,  2005  (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.


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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  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

              (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;


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         (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
30th day of January, 2004.

                                               OBLIGOR:

                                               MAC WORLDWIDE, INC.

                                               By:  /s/Steven Katz
                                                  -----------------------
                                                    Steven Katz
                                                    President

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