Exhibit
10.1





UNSECURED   PROMISSORY   DEMAND   NOTE





FOR VALUE RECEIVED, Millstream
Ventures, Inc. (“Maker”), P.O. Box 581072, Salt Lake City, Utah 84158, promises
to pay Sixteen Thousand Dollars ($16,000.00) to 1st Orion
or order (“Holder”), at 9025 Oakwood Place, West Jordan, Utah 84088 (the
“Note”). The Note
is not being collateralized by any assets of the Company or any equity interest
in the Company and is unsecured. The date of the Note is October 14,
2008.





1.           Payments.  The
principal and any interest on the Note shall be repaid on demand (subject to the
provisions below), upond Holder giving fifteen (15) days written notice to the
Maker. In the event that Holder does not make demand for payment on or before
March 31, 2010, such date shall be considered as the date that demand is being
made and payment of the Note shall be due fifteen (15) days thereafter including
any and all accrued interest. All payments being made first towards the unpaid
interest balance and then as a reduction of the principal amount.





2.           Interest.  Interest
shall commence from the date of the Note at a simple interest rate of eighteen
percent (18%) per annum until all principal has been paid. Any payments made to
reduce principal shall first be applied towards accrued interest and when the
accrued interest has been fully paid, the remaining balance of the payment shall
be applied towards the principal sum.





3.           Type and place of
Payments.  Payment of principal and interest shall be made in
lawful money of the United States of America to the above named Holder, at the
address of the Holder given herein, or such other location as the Holder shall
advise the Maker in writing, to the extent that such address is within the
United States of America.





4.           Prepayment.  Advance
payment(s) or prepayment(s) may be made at any time on the principal and
interest, without penalty, by giving written notice to Holder five (5) days
prior thereto.





5.           Default.  Upon
the occurrence of any of the events hereinafter enumerated, the unpaid balance
of the principal and interest on the Note shall be immediately due and payable
without presentation, demand, protest, notice of protest, or other notice of
dishonor, all of which are hereby expressly waived by Maker, such events being
as follows:





(a)           Default
in the payment of the principal and interest of this Note or any portion thereof
when the Note shall become due and payable, whether at maturity as herein
expressed, or on demand of the Holder, unless cured within fifteen (15) days
after such defaut.





(b)           Maker
shall file a voluntary petition in bankruptcy or a voluntary petition seeking
reorganization, or shall file an answer admitting the jurisdiction of the court
and any material allegations of an involuntary petition filed pursuant to any
act of Congress relating to bankruptcy or to any act purporting to be amendatory
thereof, or shall be adjudicated bankrupt, or shall make an assignment for the
benefit of creditors, or shall apply for or consent to the appointment of any
receiver or trustee for Maker of all or any substantial portion of its assets,
or Maker shall make an assignment to any agent authorized to liquidate any
substantial part of its assets.





6.           Attorneys’
Fees.  If the Note is placed with an attorney for collection,
or if suit is instituted for collection hereof, then in such event, the Maker
agrees to pay reasonable attorneys’ fees, costs, and other expenses incurred by
Holder in Holder’s collection efforts.





7.  Construction.  This
Note shall be governed by and construed in accordance with the laws of the State
of Utah.








Millstream
Ventures, Inc.


a Nevada
Corporation











By:____________________________


Its
President and Director





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