CONVERTIBLE DEBENTURE

PRINCIPAL SUM: $15,000 USD

FOR  VALUE RECEIVED from Thomas Mills (the "INVESTOR"), Kingston Mines Ltd. (the
"COMPANY")  hereby acknowledges itself indebted and promises pay by December 31,
2007,  to  or to the order of the Investor the sum of $15,000 in lawful money of
the  United  States of America (the "PRINCIPAL") upon presentation and surrender
of  this Debenture at Company's offices at 106-1990 S.E. Kent Avenue, Vancouver,
British Columbia (or at such other place as the Investor may designate by notice
in  writing  to  Company).

1.     CONSIDERATION

The  total  indebtedness  of Company to the Investor hereunder is limited to the
amount of the Principal.  No interest or other consideration shall be payable on
or  in  respect  of  the  Principal.

2.     CONVERSION

(1)     At  any  time  after  the  date  hereof  and while the Principal remains
payable  by  Company,  the  Investor  shall have the right to convert all of the
Principal  owing to it hereunder (as at the date of election to so convert) into
fully  paid  and  non-assessable  common  shares of Company at a conversion rate
equal  to  one  common  share  for  each  $0.50  USD  of  Principal hereunder so
converted.  Such  conversion may be effected by Investor signing the Endorsement
of Surrender and Notice of Conversion on in this Debenture and delivering a copy
of  this  Debenture  to  the  office  of  Company.

(2)     As  promptly  as  practicable  after the surrender of this Debenture for
conversion,  Company shall issue to the Investor or its nominee(s) a certificate
or  certificates representing the number of fully paid and non-assessable common
shares  into  which  the  Principal  hereunder  has  been  converted.

(3)     No  fractional  share  or scrip representing a fractional share shall be
required  to  be issued upon the conversion of this Debenture. If the conversion
of  this  Debenture would otherwise result in a fractional share, Company shall,
in lieu of issuing such fractional share, pay to the Investor an amount equal to
the  fair  market  value  of  the  fractional  share.

(4)     The  conversion  of  this Debenture shall be deemed to have been made at
the  close  of  business  on the date on which this Debenture is surrendered for
conversion,  so  that  the Investor's rights in respect of the converted portion
shall  terminate at such time, and the person or persons entitled to receive the
shares  into  which  this  Debenture  is  converted shall be treated, as between
Company  and  such  person or persons, as having become the holder or holders of
record  of  such  shares  at  such  time.

(5)     If  Company  at  any time subdivides or consolidates the shares issuable
upon  conversion,  the  Investor  shall  thereafter be entitled on conversion to
receive  the  shares  to  which  it was before such subdivision or consolidation
entitled, as subdivided or consolidated, and the conversion rate of indebtedness
shall be adjusted accordingly. Any such adjustment shall become effective on the
date  and  at the time that such subdivision or consolidation becomes effective.

(6)     In  case  of:

     (a)     any  reclassification or change of shares issuable upon conversion;

     (b)     any  consolidation,  merger or amalgamation of Company with or into
another  corporation  or  corporations;

     (c)     the  sale  of the properties and assets of Company substantially as
an entirety to any other corporation or corporations followed by a winding-up of
Company  or  a  distribution  of  its  assets  to  the  shareholders;  or

     (d)     the  sale  of the properties and assets of Company substantially as
an  entirety  to  another  person or persons in exchange for securities in or of
such  other  person  or  persons  or  any  affiliate  thereof;

the  Investor shall have the right thereafter to convert this Debenture into the
kind  and  amount  of shares or other securities and property (or the applicable
portion  thereof)  receivable  on  such reclassification, change, consolidation,
merger,  amalgamation  or  sale  that  the  Investor would have been entitled to
receive  thereupon  had the Investor been the registered holder of the number of
shares  into  which  this  Debenture might have been converted immediately prior
thereto.  The  provisions  of  this  section shall similarly apply to successive
reclassifications  and  changes  of  shares  and  to  successive consolidations,
mergers,  amalgamations  and  sales.

3.     PREPAYMENT

Company  may,  at  any  time  prepay  the Principal amount outstanding hereunder
without  penalty.

4.     NON-NEGOTIABILITY

     This  Debenture  is  not a negotiable instrument and is not transferable or
assignable  without  the  consent  of  Company.

5.     WAIVER

No  consent  or waiver by the Investor shall be effective unless made in writing
and  signed  by  an  authorized  officer  of  the  Investor.

6.     NOTICE

Any  demand,  notice  or  other  communication in connection with this Debenture
shall  be  in  writing  and shall be personally delivered to an officer or other
responsible  employee  of  the  addressee,  mailed by registered mail or sent by
telefacsimile  or  other direct written electronic means, charges prepaid, at or
to  the  address  or  telefacsimile number of the addressee set out opposite its
name  below or to such other address or addresses, telex or telefacsimile number
or  numbers as either Company or the Investor may from time to time designate to
the  other  party  in  such  manner.


     In  the  case  of  Company:

                                       KINGSTON  MINES  LTD.
                                       1990  S.E.  Kent  Avenue
                                       Suite  106
                                       Vancouver,  BC
                                       V5P  4X5

                                       ATTENTION:  LOU  HILFORD

     In  the  case  of  the  Investor:

                                       Thomas  Mills
                                       1050  Burrard  Street
                                       Suite  807
                                       Vancouver,  BC
                                       V6Z  2S3


Any  communication which is personally delivered as aforesaid shall be deemed to
have  been  validly  and  effectively given on the date of such delivery if such
date  is  a business day and such delivery was made during normal business hours
of  the  recipient;  otherwise,  it  shall  be  deemed  to have been validly and
effectively  given on the business day next following such date of delivery. Any
communication  mailed  as  aforesaid  shall  be  deemed to have been validly and
effectively  given  on  the  fifth  business  day  following the date of mailing
provided  that,  in  the event of an interruption in postal services before such
fifth business day, such communication shall be given by one of the other means.
Any  communication which is transmitted by telefacsimile or other direct written
electronic  means  as  aforesaid  shall  be  deemed  to  have  been  validly and
effectively given on the date of transmission if such date is a business day and
such  transmission  was  made  during  normal  business  hours of the recipient;
otherwise,  it shall be deemed to have been validly and effectively given on the
business  day  next  following  such  date  of  transmission.

7.     GOVERNING  LAW

This  Debenture shall be interpreted in accordance with the laws of the Province
of  British  Columbia.

IN  WITNESS  WHEREOF  Company  has duly executed this Debenture this 22nd day of
August,  2005.

                                            KINGSTON  MINES  LTD.



                                            per: /s/ Lou Hilford
                                            Lou  Hilford
                                            President


                ENDORSEMENT OF SURRENDER AND NOTICE OF CONVERSION

TO:     KINGSTON MINES LTD. (THE "COMPANY")
        106-1990 S.E. KENT AVENUE
        VANCOUVER, BC  V6C 2S3

The  Investor  hereby surrenders to Company this Debenture pursuant to paragraph
2(1)  of  this Debenture with the intent that, and Investor hereby demands that,
the  Principal  be  forthwith converted to shares in the common stock of Company
and  delivered to Investor in accordance with paragraphs 2(2) of this Debenture.



__________________________
Thomas  Mills