THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER
      THE LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED OR
      SOLD UNLESS REGISTERED UNDER THE ACT AND UNDER THE LAWS OF THE STATES WHERE
      EACH
      SALE IS MADE, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE
      IN
      THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER.

    


    


    PROMISSORY
      NOTE

    


    FOR
      VALUE
      RECEIVED, Mustang Alliances, Inc., a Nevada corporation (the "Borrower"), hereby
      promises to pay to First Line Capital, LLC (the "Holder"), with an address
      at
      410 Park Avenue, 15th
      Floor,
      New York, NY 10022 , the aggregate principal amount of the Loan (as defined
      below) which is outstanding from time to time and evidenced hereby plus interest
      thereon as set forth below.

    


    Until
      the
      second anniversary of the date of this Note, upon at least two (2) business
      days' prior written notice to the Holder, the Borrower may borrow from the
      Holder, from time to time, any amount in increments of up to $50,000 and the
      Holder shall advance to the Borrower such amount that is so requested by the
      Borrower; provided, however, that the aggregate principal amount outstanding
      under this Note shall not exceed  $200,000
      at any given time and the Holder shall not be obligated to make any advances
      if
      an Event of Default has occurred and is continuing. The principal amount
      borrowed and outstanding under this Note is sometimes referred to herein as
      the
      "Loan".

    


    Interest
      shall accrue on the outstanding principal amount of this Note at the rate
      of   eight
      percent (8%) per annum, beginning on the date of this Note until this Note
      is
      paid in full. The principal amount of this Note and all accrued and unpaid
      interest shall be due and payable on October 5, 2009 (the
      "Maturity Date"). Upon the occurrence and during the continuance of any Event
      of
      Default (as defined below), the amounts then due and payable under this Note
      (including the entire principal and accrued interest if such payments are
      accelerated at the election of the Holder) shall bear interest equal to the
      lesser of (a) the maximum amount permitted to be charged under applicable law
      or
      (b) fifteen (15%) percent per annum from the due date thereof until paid in
      full
      or such Event of Default has been cured or waived (the "Default Interest
      Rate").

    


    The
      following additional terms shall apply to this Note:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ARTICLE
      I

    GENERAL

    


    1.1
      Payment Records. The amount, date and unpaid balance of the Loan shall be as
      evidenced by the applicable books and records of the Holder, which shall be
      conclusive evidence thereof in the absence of manifest error. The Holder is
      hereby authorized to endorse such particulars of the Loan on the grid attached
      hereto.

    


    1.2
      Payment on Non-Business Day. If this Note, or any payment hereunder, falls
      due
      on a Saturday, Sunday or a New York public holiday, this Note shall fall due
      or
      such payment shall be made on the next succeeding business day and such
      additional time shall be included in the computation of any interest payable
      hereunder.

    


    1.3
      Cost
      of Collection. If any payment due hereunder is not paid when due, the Borrower
      agrees to pay all costs of collection, including attorney's fees, all of which
      shall be added to the amount due hereunder, such charges to bear interest at
      the
      Default Interest Rate. In addition, if this Note is referred by Holder to any
      attorney for collection, the Borrower shall pay all attorney fees incurred
      by
      Holder therefor.

    


    1.4
      Prepayment. The Borrower may prepay all or part of this Note without penalty
      or
      premium.

    


    ARTICLE
      II

    EVENTS
      OF
      DEFAULT

    


    The
      occurrence of any of the following events of default (each an "Event of
      Default") shall, at the option of the Holder, make all sums of principal and
      interest then remaining unpaid hereon and all other amounts payable hereunder
      immediately due and payable:

    


    2.1
      Failure to Pay Principal or Interest. The Borrower fails to pay the principal
      of
      this Note or interest hereon when due.

     

    2.2
      Breach of Covenant. The Borrower breaches any material covenant or other
      material term or condition of this Note.

    


    2.3
      Breach of Representations and Warranties. Any representation or warranty of
      the
      Borrower made herein or in any certificate given in writing pursuant hereto
      or
      in connection herewith shall be false or misleading in any material
      respect.

    


    2.4
      Receiver or Trustee. The Borrower shall make an assignment for the benefit
      of
      creditors, or apply for or consent to the appointment of a receiver or trustee
      for its or for a substantial part of its property or business; or such a
      receiver or trustee shall otherwise be appointed.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    2.5
      Judgments. Any money judgment, writ or similar process shall be entered or
      filed
      against Borrower or any of its property or other assets for more than $10,000,
      and shall remain unvacated, unbonded or unstayed for a period of thirty (30)
      days.

    


    2.6
      Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings
      or
      other proceedings or relief under any bankruptcy law or any law for the relief
      of debtors shall be instituted by or against the Borrower.

    


    ARTICLE
      III

    REPRESENTATIONS
      OF BORROWER

    


    Representations
      and Warranties of the Borrower. The Borrower hereby represents and warrants
      to
      the Holder that:

    


    3.1
      Organization, Good Standing and Qualification. The Borrower is a corporation
      duly organized, validly existing and in good standing under the laws of the
      State of Nevada.

    


    3.2
      Authorization. All organizational action on the part of the Borrower, its
      officers and directors necessary for the authorization, execution and delivery
      of this Note and the performance of all obligations of the Borrower hereunder
      has been taken and the Note constitutes valid and legally binding obligations
      of
      the Borrower, enforceable against the Borrower in accordance with its
      terms.

    


    3.3
      Governmental Consents. No consent, approval, order or authorization of, or
      registration, qualification, designation, declaration or filing with, any
      federal, state or local governmental authority on the part of the Borrower
      is
      required in connection with the consummation of the transactions contemplated
      by
      this Note.

    


    3.4
      Compliance with Other Instruments. The Borrower is not in violation or default
      of any provisions of its Certificate of Incorporation or By-laws or of any
      material instrument, judgment, order, writ, decree or contract to which it
      is a
      party or by which it is bound or of any provision of federal or state statute,
      rule or regulation applicable to the Borrower. The execution, delivery and
      performance of this Note and the consummation of the transactions contemplated
      hereby will not result in any such violation or be in conflict with or
      constitute, with or without the passage of time and giving of notice, either
      a
      default under any such provision, instrument, judgment, order, writ, decree
      or
      contract or an event which results in the creation of any lien, charge or
      encumbrance upon any assets of the Borrower.

    


    ARTICLE
      IV

    MISCELLANEOUS

    


    4.1
      Failure or Indulgency Not Waiver. No failure or delay on the part of Holder
      hereof in the exercise of any power, right or privilege hereunder shall operate
      as a waiver thereof, nor shall any single or partial exercise of any such power,
      right or privilege preclude other or further exercise thereof or of any other
      right, power or privilege. All rights and remedies existing hereunder are
      cumulative to, and not exclusive of, any rights or remedies otherwise
      available.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    4.2
      Notices. All notices or other communications given or made hereunder shall
      be in
      writing and shall be deemed delivered the day telecopied (with copy mailed
      by
      overnight courier) to the party to receive the same at its address set forth
      below or to such other address as either party shall hereafter give to the
      other
      by notice duly made under this Section 5.2: (i) if to the Borrower, to same
      at
      the address of Borrower set forth above, fax number 212-504-2800 ;
      and
      (ii) if to the Holder, to the address of Holder set forth above, fax number:
      ____________________ .

    


    4.3
      Amendment Provision. The term "Note" and all reference thereto, as used
      throughout this instrument, shall mean this instrument as originally executed,
      or if later amended or supplemented, then as so amended or
      supplemented.

    


    4.4
      Assignability. The Holder may not assign the rights and obligations under this
      Note to a third party without the prior written consent of the Borrower. This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and assigns.


    


    4.5
      Governing Law. This Note has been executed in and shall be governed by the
      internal laws of the State of New York, without regard to the principles of
      conflict of laws. Borrower consents to the jurisdiction of the courts sitting
      in
      New York in connection with any and all actions arising under this
      Note.

    


    


    IN
      WITNESS WHEREOF, Borrower has caused this Note to be signed in its name
      by
      its duly authorized officer on this 5th day of October, 2007.

     

    
      	 	 	 
	 	MUSTANG ALLIANCES, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Joseph Levi
	 	
              
Name:
              Joseph Levi
	 	Title:
              President




    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    GRID
      for
      PROMISSARY NOTE 

     

    
      	Date	
              Amount
                Advanced

            	
              Date
                and Amount of Payment

            
	 	 	 
	
              October
                5, 2007

            	
              $40,000

            	 
	 	 	 
	 	 	 
	 	 	 


    

    


    
      
         

      

      
        5