Exhibit 10.1

                                 PROMISSORY NOTE

$10,000 USD                                          Vancouver, British Columbia
                                                                  March 10, 2003

FOR VALUE RECEIVED, the undersigned, promises to pay to the order of 396147 B.C.
Ltd. 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 THREE
PERCENT (3%) per annum until paid, commencing on the date hereof.

Principal  and  interest  under this Note  shall be due and  payable on March 3,
2005,  on which day all  principal  then  remaining  unpaid and all  accrued but
unpaid interest shall be payable in full.

The undersigned agrees that time is of the essence and that in the event payment
of principal  under this Note is not made when due,  giving  effect to any grace
period which may be applicable,  the outstanding  principal balance hereof shall
immediately  bear  interest at the rate of THREE  PERCENT  (3%) per annum for so
long as such event of default continues.

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 British  Columbia 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  Supreme  Court  of  British
Columbia  sitting in Vancouver,  British  Columbia,  waives any claim or defense
that such forum is not convenient or proper,  and consents to service of process
by any means authorized by British Columbia 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,  Payor has caused this  Promissory Note to be signed on the
date first above written.


SIGNED SEALED and DELIVERED by                )
AMP Productions, Ltd. in the presence of:     )      AMP Productions, Ltd.
                                              )
Name: Fidel Thomas                            )
                                              )
Address:  8-534 Cambie Street,                )
          Vancouver, BC  V6B 2N7              )      per:   /s/Thomas Mills
                                              )               Thomas Mills
Occupation:  Businessman                      )               President