KINGSTON
      MINES LTD. 

     

    PROMISSORY
      NOTE

    

      
        	
                US$
                  64,189.00

              	
                May
                  29, 2008

              


      

    

     

    
      	
              1.

            	
              FOR
                VALUE RECEIVED, Kingston
                Mines Ltd.,
                a
                Nevada corporation (the "Borrower"), hereby promises to pay to the
                order
                of Rudana
                Investment Group AG
                ("Lender"),
                at such time, place and in such manner as Lender may specify in writing,
                the principal amount of sixty
                four thousand one hundred eighty
                nine_US dollars (US$_64,189.00)
                (the "Principal") pursuant to the terms and conditions specified
                herein
                (this “Note”). The Borrower shall pay interest on the outstanding
                principal of this Note at the annual rate of 7.5% per annum, calculated
                based on a year of 365 days and actual days elapsed (the
                “Interest”).

            


    

     

    
      	
              2.

            	
              The
                Borrower hereby promises to pay to the order of the Lender the Principal
                and all Interest due thereon within thirty calendar (30) days upon
                delivery to the Company of written demand by the Lender (the “Due Date”),
                at such place and in such manner as Lender may specify in writing.
                

            


    

     

    
      	
              3.

            	
              Any
                and all fees, costs, expenses and disbursements charged by financial
                institutions with respect to wire transfer or other transmittal charges
                incurred in connection with delivery of the Principal from the Lender
                to
                the Borrower shall be deemed to have been received by the Borrower
                from
                the Lender and all such amounts shall be included in the calculation
                of
                Principal hereunder.

            


    

     

    
      	
              4.

            	
              This
                Note shall not be transferable by Borrower and the Borrower may not
                assign, transfer or sell all or a portion of its rights and interests
                to
                and under this Note to any persons and any such purported transfer
                shall
                be void ab initio. The Lender may transfer and assign this Note at
                its
                sole discretion.

            


    

    


    
      	
              5.

            	
              The
                failure at any time of the Lender to exercise any of its options
                or any
                other rights hereunder shall not constitute a waiver thereof, nor
                shall it
                be a bar to the exercise of any of its options or rights at a later
                date.
                All rights and remedies of the Lender shall be cumulative and may
                be
                pursued singly, successively or together, at the option of the Lender.
                The
                acceptance by the Lender of any partial payment shall not constitute
                a
                waiver of any default or of any of the Lender's rights under this
                Note. No
                waiver of any of its rights hereunder, and no modification or amendment
                of
                this Note, shall be deemed to be made by the Lender unless the same
                shall
                be in writing, duly signed on behalf of the Lender; and each such
                waiver
                shall apply only with respect to the specific instance involved,
                and shall
                in no way impair the rights of the Lender in any other respect at
                any
                other time.

            


    

    


    
      	
              6.

            	
              Any
                term or condition of this Note may be waived at any time by the party
                that
                is entitled to the benefit thereof, but no such waiver shall be effective
                unless set forth in a written instrument duly executed by or on behalf
                of
                the party waiving such term or
                condition.

            


    


    
      
         

      

      
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              Kingston
                Mines Ltd.

            	
              Promissory
                Note

            


    

    


    
      	
              7.

            	
              The
                Borrower represents and warrants that this Note is the valid and
                binding
                obligation of the Borrower, fully enforceable in accordance with
                its
                terms. The execution and delivery by the Borrower of this Note, the
                performance by the Borrower of its obligations hereunder and the
                consummation of the transactions contemplated hereby and thereby
                does not
                and will not: (a) conflict with or result in a violation or breach
                of any
                of the terms, conditions or provisions of the Borrower’s charter
                instruments; (b) conflict with or result in a violation or breach
                of any
                term or provision of any law or order applicable to the Borrower
                or any of
                its assets and properties; or (c) (i) conflict with or result in
                a
                violation or breach of, or (ii) result in or give to any person any
                rights
                or create any additional or increased liability of the Borrower under
                or
                create or impose any lien upon, the Borrower or any of its assets
                and
                properties under, any contract or permit to which the Borrower is
                a party
                or by which its assets and properties are bound.
                

            


    

    


    
      	
              8.

            	
              If
                any provision of this Note is held to be illegal, invalid or unenforceable
                under any present or future Law, and if the rights or obligations
                of any
                party hereto under this Note will not be materially and adversely
                affected
                thereby, (i) such provision will be fully severable; (ii) this Note
                will
                be construed and enforced as if such illegal, invalid or unenforceable
                provision had never comprised a part hereof; (iii) the remaining
                provisions of this Note will remain in full force and effect and
                will not
                be affected by the illegal, invalid or unenforceable provision or
                by its
                severance here from; and (iv) in lieu of such illegal, invalid or
                unenforceable provision, there will be added automatically as a part
                of
                this Note a legal, valid and enforceable provision as similar in
                terms to
                such illegal, invalid or unenforceable provision as may be
                possible.

            


    

    


    
      	
              9.

            	
              Any
                notice, authorization, request or demand required or permitted to
                be given
                hereunder shall be in writing and shall be deemed to have been duly
                given
                two days after it is sent by an internationally recognized delivery
                service to the address of record of the Lender or the Borrower,
                respectively. Any party may change its address for such communications
                by
                giving notice thereof to the other parties in conformity with this
                Section.

            


    

    


    
      	
              10.

            	
              This
                Note shall be governed by and construed under the laws of the State
                of
                Nevada as applied to agreements entered into and to be performed
                entirely
                within such State. Each party hereby irrevocably consents to the
                jurisdiction of the courts of any competent jurisdiction over one
                or more
                of the parties. In any such litigation the Borrower waives personal
                service of any summons, complaint or other process and agrees that
                the
                service thereof may be made by certified or registered mail directed
                to
                the registered corporate office of Borrower in the State of its
                incorporation. The Company hereby expressly waives trial by jury
                in any
                litigation in any court with respect to, in connection with, or arising
                out of this Note or the validity, protection, interpretation, collection
                or enforcement hereof and the company hereby waives the right to
                interpose
                any setoff or non-compulsory counterclaim or cross-claim in connection
                with any such litigation, irrespective of the nature of such setoff,
                counterclaim or cross-claim.

            


    


    
      
         

      

      
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              Kingston
                Mines Ltd.

            	
              Promissory
                Note

            


    

    


    
      	
              11.

            	
              A
                default shall exist on this Note if any of the following occurs and
                is
                continuing: (i) Failure to pay Principal and any accrued Interest
                on the
                Note on or before the Due Date; (ii) Failure by the Borrower to perform
                or
                observe any other covenant or agreement of the Borrower contained
                in this
                Note; (iii) A custodian, receiver, liquidator or trustee of the Borrower,
                or any other person acting under actual or purported force of law
                takes
                ownership, possession or title to Borrower property; (iv) any of
                the
                property of the Borrower is sequestered by court order; (v) a petition
                or
                other proceeding, voluntary or otherwise is filed by or against the
                Borrower under any bankruptcy, reorganization, arrangement, insolvency,
                readjustment of indebtedness, dissolution or liquidation law of any
                jurisdiction, whether now or hereafter in effect; or (vi) the Borrower
                makes an assignment for the benefit of its creditors, or generally
                fails
                to pay its obligations as they become due, or consents to the appointment
                of or taking possession by a custodian, receiver, liquidator or trustee
                of
                the Borrower or all or any part of its property. Upon any such default,
                the Borrower shall immediately notify the Lender, and upon notice
                to the
                Borrower, the Lender may declare the Principal of the Note, plus
                accrued
                Interest, to be immediately due and payable, upon which such Principal
                and
                accrued Interest shall become due and payable immediately. Interest
                upon
                default shall thereafter accrue at the rate of 15% per annum, calculated
                based on a year of 365 days and actual days elapsed from the date
                of such
                default. 

            


    

     

    
      	
              12.

            	
              The
                Borrower, any endorser, or guarantor hereof or in the future (individually
                an "Obligor" and collectively "Obligors") and each of them jointly
                and
                severally: (a) waive presentment, demand, protest, notice of demand,
                notice of intent to accelerate, notice of acceleration of maturity,
                notice
                of protest, notice of nonpayment, notice of dishonor, and any other
                notice
                required to be given under the law to any Obligor in connection with
                the
                delivery, acceptance, performance, default or enforcement of this
                Note,
                any endorsement or guaranty of this Note, any pledge, security, guaranty
                or other documents executed in connection with this Note; (b) consent
                to
                all delays, extensions, renewals or other modifications of this Note,
                or
                waivers of any term hereof or thereof, or release or discharge by
                the
                Lender of any of Obligors, or release, substitution or exchange of
                any
                security for the payment hereof, or the failure to act on the part
                of the
                Lender or any indulgence shown by the Lender (without notice to or
                further
                assent from any of Obligors), and agree that no such action, failure
                to
                act or failure to exercise any right or remedy by the Lender shall
                in any
                way affect or impair the Obligations (as hereinafter defined) of
                any
                Obligors or be construed as a waiver by the Lender of, or otherwise
                affect, any of the Lender's rights under this Note, under any endorsement
                or guaranty of this Note; (c) if the Borrower fails to fulfill its
                obligations hereunder when due, agrees to pay, on demand, all costs
                and
                expenses of enforcement of collection of this Note or of any endorsement
                or guaranty hereof and/or the enforcement of the Lender's rights
                with
                respect to, or the administration, supervision, preservation, protection
                of, or realization upon, any property securing payment hereof, including,
                without limitation, all attorney's fees, costs, expenses and
                disbursements, including, without further limitation, any and all
                fees
                related to any legal proceeding, suit, mediation arbitration, out
                of court
                payment agreement, trial, appeal, bankruptcy proceedings or any other
                actions of any nature whatsoever required on the part of Lender or
                Lender’s representatives to enforce this Note and the rights hereunder;
                and (d) waive the right to interpose any defense, set-off or
                counterclaim of any nature or description.


            


    


    
      
         

      

      
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              Kingston
                Mines Ltd.

            	
              Promissory
                Note

            


    

    


    
      	
              13.

            	
              The
                Borrower will not, by amendment of its Certificate of Incorporation
                or
                through any reorganization, recapitalization, transfer of assets,
                consolidation, merger, dissolution, issue or sale of securities or
                any
                other voluntary action, avoid or seek to avoid the observance or
                performance of any of the terms to be observed or performed hereunder
                by
                the Borrower, but will at all times in good faith assist in the carrying
                out of all the provisions of this Agreement and in the taking of
                all such
                action as may be necessary or appropriate in order to protect the
                rights
                of the Lender of this Note against impairment. This Note shall be
                enforceable against all successors and assigns of Borrower. Borrower
                hereby covenants that all of its subsidiaries and affiliates shall
                jointly
                and severally perform this Agreement to the same and full extent
                on behalf
                of Borrower if Borrower is unable to
                perform.

            


    

    


    
      	
              14.

            	
              This
                Note and all matters related hereto shall be governed, construed
                and
                enforced under the laws of the State of New York, without regard
                to
                conflict of law principles of any jurisdiction to the
                contrary.

            


    

    


    
      	
              15.

            	
              This
                Note supersedes all prior discussions and agreements between the
                parties
                with respect to the subject matter hereof and thereof and contains
                the
                sole and entire agreement between the parties hereto with respect
                to the
                subject matter hereof.

            


    

    


    
      	
              16.

            	
              If
                the Lender loses this Note, the Borrower shall issue an identical
                replacement note to the Lender upon the Lender's delivery to the
                Borrower
                of a customary agreement to indemnify the Borrower reasonably satisfactory
                to the Borrower for any losses resulting from issuance of the replacement
                note.

            


    

    


    
      	
              17.

            	
              The
                terms and conditions of this Note shall inure to the benefit of and
                be
                binding upon the respective successors and assigns of the parties.
                Nothing
                in this Note, express or implied, is intended to confer upon any
                party
                other than the parties hereto or their respective successors and
                assigns
                any rights, remedies, obligations, or liabilities under or by reason
                of
                this Note, except as expressly provided in this
                Note.

            


    

    


    IN
      WITNESS WHEREOF, the Borrower has caused this Note to be dated, executed and
      issued on its behalf, by its duly appointed and authorized officer, as of the
      date first above written.

    


    KINGSTON
      MINES LTD. 

    

      
        	
                By:

              	
                /s/
                  Barbara Salz

              
	 	
                Name: Barbara
                  Salz

              
	 	
                Title: 
                  Corporate Secretary

              


      

       

      
        
           

        

        
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