EXHIBIT 10.6

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

$250,000                                                         January 1, 2004

      FOR VALUE RECEIVED, the undersigned, Reink Corp., a Delaware corporation
with offices at 2085 Hurontario Street, Suite 300, Mississauga, Ontario L4W 2G2
(the "Obligor"), hereby promises to pay to the order of BG Capital Group Bahamas
Ltd. (the "Holder"), a Bahamian corporation with offices at Slot 2000, A.P.
Nassau Bahamas the principal sum of Two Hundred Fifty Thousand US dollars
($250,000) 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, including upon an Event of Default (as
hereinafter defined), 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 that 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. Interest and principal due on this Note are payable no later
      than January 1, 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 Canada or the United States such payment shall
      be or become due on the next succeeding business day and interest shall
      accrue during such extension of time

2.    Optional Prepayment. The Obligor and the Holder understand and agree that
      the principal amount of this Note plus all accrued interest due thereon
      may be prepaid by the Obligor, in its discretion, at any time prior to the
      Maturity Date.

3.    Mandatory Prepayment. In the event that more than thirty (30) days prior
      to the Maturity Date the Obligor completes a business combination with an
      entity with annual revenues during its last completed fiscal year of
      $3,000,000 or more, the principal amount of this Note plus all accrued
      interest due thereon through the date of payment shall become due and
      payable thirty (30) days after the completion of the business combination.

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 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.


                                       1
<PAGE>

5.    Waiver of Presentment and Notice of Dishonor. The Obligor 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 to Holder at the address appearing above or at
      such other address as the Holder may designate in writing.

7.    Events of Default. The entire unpaid principal amount of this Note and the
      interest due hereon shall 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 judgement, decree or order of any court or any order,
      rule or regulation of any administrative or governmental body ):

      (a)   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;

            (vi)  file a petition or answer seeking reorganization or
                  arrangement under the Federal bankruptcy laws or any other
                  applicable law or statute of Canada or any province thereof or
                  of the United States of America or any state, district or
                  territory thereof;

      (b)   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;

      (c)   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;
            or

      (d)   if the Obligor sells or otherwise transfers all or substantially all
            of its assets.

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.    Costs and Expenses. Each of the parties shall bear their own legal
      expenses in connection with this Note. In the event Obligor defaults on
      its obligations hereunder, the Holder shall be entitled to recover all of
      its reasonable attorney's fees and costs incurred in enforcing its rights
      hereunder.


                                       2
<PAGE>

10.   Amendments. No amendment, modification or waiver of any provision of this
      Promissory Note nor consent to any departure by the Obligor therefrom
      shall be effective unless the same shall be in writing and signed by
      Holder and then such waiver or consent shall be effective only in the
      specific instance and for the purpose for which given.

11.   Governing Law. This Promissory Note shall be deemed to be a contract made
      under the laws of New York and shall be governed and construed in
      accordance with the laws of said state without giving effect to principles
      of conflicts of law.

12.   Headings and Construction. The headings of the paragraphs of this
      Promissory Note are inserted for convenience of reference only and shall
      not be deemed to constitute a part hereof. Words used herein of any gender
      shall be construed to include any other gender where appropriate and words
      used herein which are either singular or plural shall be construed to
      include the other where appropriate.

13.   Successors and Assigns. The provisions hereof shall be binding upon and
      shall insure to the benefit of Obligor and Holder and their respective
      successors and assigns.

14.   Partial Invalidity. If any provision of this Promissory Note is held to be
      invalid or unenforceable, such invalidity or unenforceability shall not
      invalidate this Promissory Note as a whole but this Promissory Note shall
      be construed as though it did not contain the particular provision or
      provisions held to be invalid or unenforceable, and the rights and
      obligations of the parties shall be construed and enforced only to such
      extent as shall be permitted by law.

IN WITNESS WHEREOF, the OBLIGOR has signed this Note as of the 1st day of
January, 2004.

                                        OBLIGOR:

                                        Reink Corp.

                                        By: /s/ William Smith
                                           -------------------------------------
                                        Name: William Smith
                                        Title:   Secretary, Treasurer


                                       3