PROMISSORY NOTE

$10,000 USD                                          Vancouver, British Columbia
                                                               November 12, 2007

FOR  VALUE  RECEIVED,  the  undersigned,  promises to pay to the order of Zoltan
Nagy.  at,  or  at  such other place as the holder of this Note may from time to
time  designate,  the  principal  sum  of  TEN  THOUSAND  DOLLARS ($10,000) with
interest  on  the  unpaid principal balance from time to time outstanding at the
rate  of  FIVE PERCENT (5%) per annum until paid, commencing on the date hereof.

Principal  and  interest  under this Note shall be due and payable on demand, at
which  time  all  principal  then  remaining  unpaid  and all accrued but unpaid
interest  shall  be  payable  in  full.

All agreements between the undersigned and the holder of this Note are expressly
limited  so  that in no contingency or event whatsoever shall the amount paid or
agreed  to be paid to the holder hereof for the use, forbearance or detention of
money  advanced  hereunder  exceed the highest lawful rate permissible under any
law which a court of competent jurisdiction may deem applicable hereto. If, from
any  circumstances  whatsoever,  fulfillment  of  any  provision  hereof  or any
instrument  securing this Note or any other agreement referred to herein, at the
time  performance of such provision shall be due, shall involve transcending the
limit  of validity prescribed by law which a court of competent jurisdiction may
deem  applicable  hereto, then, ipso facto, the obligation to be fulfilled shall
be  reduced  to  the  limit  of such validity, and if from any circumstances the
holder  hereof  shall  ever receive as interest an amount which would exceed the
highest  lawful  rate,  such  amount  which would be excessive interest shall be
applied  to  the reduction of the unpaid principal balance due hereunder and not
to  the  payment of interest. This provision shall control every other provision
of  all  agreements  between  the  undersigned  and  the  holder  hereof.

If  this  Note is not paid when due, whether at maturity or by acceleration, the
undersigned  promises  to  pay  all  costs of collection by the holder hereof on
account of such collection, whether or not suit is filed hereon or thereon; such
costs  and  expenses  shall include, without limitation, all costs, expenses and
attorneys'  fees  actually  incurred by the holder hereof in connection with any
insolvency,  bankruptcy,  arrangement or other similar proceedings involving the
undersigned,  or  involving  any  endorser or guarantor hereof, which in any way
affects  the exercise by the holder hereof of its rights and remedies under this
Note or under any mortgage, deed of trust, security agreement, guaranty or other
agreement  securing  or  pertaining  to  this  Note.  As  used  herein,  "actual
attorneys'  fees"  or  "attorneys'  fees  actually  incurred" means the full and
actual  cost  of  any  legal  services actually performed in connection with the
matter  for which such fees are sought calculated on the basis of the usual fees
charged  by  the attorneys performing such services, and shall not be limited to
"reasonable  attorneys'  fees"  as  that  term  may  be  defined in statutory or
decisional  authority.

Presentment,  demand,  protest,  notices  of protest, dishonor and nonpayment of
this Note and all notices of every kind are hereby waived by all parties to this
Note,  whether the undersigned, principal, surety, guarantor or endorser, except
as  provided  herein.  To the extent permitted by applicable law, the defense of
the  statute  of  limitations  is  hereby  waived  by  the  undersigned.

Principal  and interest evidenced hereby are payable only in lawful money of the
United  States. The receipt of a cheque shall not, in itself, constitute payment
hereunder  unless  and  until  paid  in  good  funds.

This  Note is to be governed by and construed in accordance with the laws of the
Province  of  Alberta  and the laws of Canada as they may apply therein.  In any
action  brought  under  or  arising  out  of  this  Note, the undersigned hereby
consents  to  the in personam jurisdiction of the Alberta Court of Queen's Bench
sitting  in Calgary, Alberta, waives any claim or defense that such forum is not
convenient or proper, and consents to service of process by any means authorized
by  Alberta  law.

THE  UNDERSIGNED  HEREBY  WAIVES,  AND  COVENANTS  THAT THE UNDERSIGNED WILL NOT
ASSERT  (WHETHER  AS  PLAINTIFF,  DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY
JURY  IN  ANY  FORUM  IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION  ARISING OUT OF OR BASED UPON THIS NOTE, THE SUBJECT MATTER HEREOF OR ANY
DOCUMENT RELATING HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING
OR  WHETHER  IN  CONTRACT  OR  IN  TORT  OR  OTHERWISE.

IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to be signed
on  the  date  first  above  written.

                                        GIDDY-UP PRODUCTIONS INC.




                                        per:   /s/ Zoltan Nagy
                                               Zoltan Nagy
                                               President