Exhibit 4.1

                       SECURED CONVERTIBLE PROMISSORY NOTE

$550,000                                                        January 20, 2006

      FOR VALUE RECEIVED,  the undersigned,  EL CAPITAN PRECIOUS METALS, INC., a
Nevada  corporation  (the  "Maker"),  hereby  promises  to pay to the  order  of
Whitebox   Intermarket   Partners,   L.P.,  a  British  Virgin  Islands  limited
partnership,  or its  assigns  (the  "Payee"),  at such  place as the  Payee may
designate in writing,  the principal sum of Five Hundred Fifty Thousand  Dollars
($550,000),  under the terms set forth  herein.  Capitalized  terms used herein,
which are not otherwise defined herein,  shall have the meanings as set forth in
the Purchase  Agreement dated October 28, 2005 between the Maker and Payee. This
note is referred to herein as the "Additional Note".

1. Interest.  The unpaid principal  balance hereof from time to time outstanding
shall bear  interest  from the date hereof at the rate of eight percent (8%) per
annum.

2. Payment of Interest  and  Principal.  The  principal  and interest  hereof is
payable as follows:

      (a)  Beginning  on  February  20,  2006 and on the 20th day of each  month
thereafter  through  and  including  July  20,  2006,   payments  of  $3,666.67,
representing accrued, but unpaid,  interest on the outstanding principal balance
hereof, shall be due and payable.

      (b)  The  entire  outstanding  principal  amount  of the  Additional  Note
together with all accrued, but unpaid,  interest shall thereafter be due in full
in a balloon payment on July 20, 2007 (the "Scheduled Maturity Date").

      (c) Maker  cannot  prepay  this  Additional  Note  prior to the  Scheduled
Maturity Date without Payee's prior written consent,  except as provided in this
Section 2(c).  On August 20, 2006,  and on the 20th day of each of the following
11 months, Maker may, at its election,  prepay a portion of this Additional Note
(with all payments  applied first to accrued,  but unpaid,  interest and then to
principal)  by the  issuance of shares of its $0.001 par value common stock (the
"Common Stock"), as follows (a "Monthly Stock Prepayment"):

            (i) To make a Monthly  Stock  Prepayment as of any  particular  date
above,  the Maker must give the Payee  written  notice not less than 30 calendar
days prior to the intended Monthly Stock Prepayment date of the dollar amount of
the  intended  prepayment.  After  application  of the  limitations  below,  the
prepayment must be for at least $50,000, but cannot exceed $100,000. Once having
given such notice,  the Maker is required to make the  particular  Monthly Stock
Prepayment in accordance  with, and subject to the  limitations of, this Section
2(c).

            (ii) The number of shares of Common Stock which may be issued to pay
all or any  portion of a  particular  Monthly  Stock  Prepayment  amount may not
exceed the lesser of (i) 15% of the aggregate  number of traded shares of Common
Stock reported on the Nasdaq System (or if not then traded on the Nasdaq System,
on the OTC Bulletin  Board as reported by  bigcharts.com,  or if this service is
discontinued,  such other reporting service acceptable to Payee) for the trading
days in the 30 calendar days immediately preceding such Monthly Stock Prepayment
date or (ii) the greatest number of shares of Common Stock which,  when added to
the number of shares of Common Stock  "Beneficially  Owned"  (within the meaning
set  forth in  subsection  3(c)  below)  by  Payee,  would  not  cause  Payee to
Beneficially  Own more than 4.99% of the Maker's  outstanding  Common Stock.  In
computing  under this Section  2(c)(ii) the  aggregate  number of traded  shares
during any time  period,  the Maker shall  exclude (i) shares sold by or for the
account or at the direction of the Maker,  officers or directors of Maker or any
members of their  immediate  families or any affiliates of Maker and (ii) shares
determined  solely  by Payee  (for  which  Payee  shall so  inform  the Maker in
writing) to represent unlawful or potentially unlawful sales.

<PAGE>

            (iii) Maker may make a Monthly Stock Prepayment only if, at the time
of such  payment,  Maker has in effect a  registration  statement on Form S-3 or
SB-2 with the U.S. Securities and Exchange Commission (the "SEC") and applicable
state securities laws covering the original issuance of such shares by the Maker
or the resale of such shares by the Payee (the "Registration Statement").

            (iv) The  per-share  value  of the  Common  Stock as of a  specified
Monthly  Stock  Prepayment  date for the  purposes of this  Section  2(c) is 85%
(rounded to the nearest  $.01) of the average  (rounded to the nearest  $.01) of
the closing bid prices of Maker's  Common Stock on the Nasdaq  System (or if not
then traded on the Nasdaq System,  then on the OTC Bulletin Board as reported by
bigcharts.com,  or if this service is discontinued, such other reporting service
acceptable  to  Payee)  for  the  trading  days  during  the  30  calendar  days
immediately preceding the particular Monthly Stock Prepayment date.

            (v)  Payment by Common  Stock shall be deemed to be made by Maker by
giving  written notice to the Payee of the number of shares being issued in such
payment, and the Maker's calculation of the per-share market value under Section
2(c)(iv) above;  provided that certificates  representing  those shares are (and
they shall be)  delivered  to Payee  within 20 calendar  days of the date of the
particular Monthly Stock Prepayment.

3. Conversion.

      (a) At any  time  prior to the  payment  of this  Additional  Note in full
(including during the notice period prior to any Monthly Stock Prepayment by the
Maker),  the Payee may give the Maker written  notice (the "Payee's  Notice") of
its intention to convert all or any portion of the outstanding  principal and/or
accrued but unpaid  interest on this  Additional Note into shares of the Maker's
Common  Stock  based on a  conversion  rate of $0.50 per share (the  "Conversion
Rate").  Upon receipt of the Payee's notice,  the Maker shall  immediately cause
certificates  representing  these  shares  to be  delivered  to Payee  within 20
calendar  days of, and Payment shall be deemed to have been made on, the date of
such notice.

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<PAGE>

      (b)  The  Conversion  Rate  shall  be  adjusted   proportionally  for  any
subsequent  stock  dividend  or  split,   stock  combination  or  other  similar
recapitalization,  reclassification  or  reorganization  of or affecting Maker's
Common Stock.  Subject to Section 4, in case of any  consolidation  or merger to
which the Maker is a party  other  than a merger or  consolidation  in which the
Maker is the continuing  corporation,  or in case of any sale, transfer or other
disposition to another  corporation of all or  substantially  all of the Maker's
assets,  or in the case of any  statutory  exchange of  securities  with another
corporation  (including any exchange  effected in connection  with a merger of a
third  corporation into the Maker),  then instead of receiving shares of Maker's
Common  Stock,  Payee  shall have the right  thereafter  to receive the kind and
amount of shares of stock and  other  securities  and  property  which the Payee
would  have  owned or have been  entitled  to  receive  immediately  after  such
consolidation, merger, statutory exchange, sale or transfer had the same portion
of this Additional Note been converted  immediately  prior to the effective date
of such consolidation,  merger, statutory exchange, sale or transfer and, in any
such case, if necessary, appropriate adjustment shall be made in the application
of the  provisions  set forth in this  Section  with  respect  to the rights and
interests  thereafter of the Payee,  to the end that the provisions set forth in
this Section shall thereafter  correspondingly be made applicable,  as nearly as
may reasonably  be, in relation to any shares of stock and other  securities and
property  thereafter  deliverable in connection with this  Additional  Note. The
provisions   of  this   subsection   shall   similarly   apply   to   successive
consolidations, mergers, statutory exchanges, sales or transfers.

         (c) Despite anything above to the contrary, the Payee may not convert
this Additional Note into Common Stock under this Section 3 during the time
period and to the extent that the shares of Maker's Common Stock that the Payee
could acquire upon the conversion would cause Payee's Beneficial Ownership of
      Maker's Common Stock to exceed 4.99% of Maker's outstanding Common Stock;
provided, however, that the limitations on the right to exercise the Warrant
issued to Payee on the First Closing Date and the Additional Warrant issued to
Payee in connection with this Additional Note, as provided by the Warrants,
shall first reduce, in the priority determined by Payee in its sole discretion,
Payee's Beneficial Ownership of Maker's Common Stock before limitation of
Payee's conversion rights hereunder; and provided further, that the limitation
of Payee's conversion rights under the Note issued on the First Closing Date and
this Additional Note shall first reduce, in the priority determined by Payee in
its sole discretion, Payee's Beneficial Ownership before limiting the number of
shares that Maker may issue to Payee as prepayment hereunder pursuant to Section
2(c) above. The Payee will, at the request of Maker, from time to time, notify
Maker of Payee's computation of Payee's Beneficial Ownership. The parties shall
compute Payee's "Beneficial Ownership" of Maker's Common Stock in accordance
with SEC Rule 20d-3. By written notice to the Company, Payee may waive the
provisions of this Section 3(c), but any such waiver shall not be effective
until the 61st day after delivery thereof.

      (d) If (but only if) the Common  Stock  shall be listed for trading on the
Nasdaq System during the term of this Additional  Note,  then,  unless the Maker
shall have obtained the approval of its voting  shareholders to such issuance in
accordance  with the rules of Nasdaq or such other  stock  market with which the
Maker shall be required to comply (but only to the extent required thereby), the
Maker shall not issue shares of Common Stock upon  conversion of the  Additional
Note, which when added to the number of shares of Common Stock previously issued
by Maker (i) upon  conversion of the Note or the Additional  Note, and (ii) upon
exercise of the Warrant or the Additional Warrant,  would equal or exceed 20% of
the  number of  shares  of the  Maker's  Common  Stock  which  were  issued  and
outstanding  on the date of issuance (the  "Maximum  Issuance  Amount").  In the
event that a properly executed  conversion notice is received by the Maker which
would require the Maker to issue shares of Common Stock equal to or in excess of
the Maximum  Issuance Amount,  the Maker shall honor such conversion  request by
(i)  converting  the  Additional  Note into the number of shares of Common Stock
stated  in the  conversion  notice  but not in excess  of the  Maximum  Issuance
Amount,  and (ii)  redeeming  the number of shares of Common Stock stated in the
conversion  notice equal to or in excess of the Maximum  Issuance Amount in cash
at a price equal to the  then-current  fair market value (i.e.,  the closing bid
price of Maker's Common Stock on the Nasdaq System, or if not then traded on the
Nasdaq System,  then on the OTC Bulletin Board as reported by bigcharts.com,  or
if this service is  discontinued,  such other  reporting  service  acceptable to
Payee) on the date of redemption.

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<PAGE>

4. Change in Control.  The Maker (and its  controlling  stockholders)  shall not
enter into a Change in Control of Maker  without  the prior  written  consent of
Payee. For purposes of this Additional Note, a "Change in Control" means (i) the
sale, transfer, lease, exchange or other disposition of all or substantially all
of the assets of the Maker (in one  transaction or in a series of  transactions)
to any entity that is not  controlled by or under common control with the Maker,
or (ii) a merger,  consolidation,  change of ownership or reorganization if more
than 50% of the combined  voting power of the  continuing or surviving  entity's
securities outstanding immediately after such merger,  consolidation,  change of
ownership or reorganization is owned by persons who were not security holders of
the Maker immediately prior to such merger,  consolidation,  change of ownership
or reorganization.

5.  Contingent  Additional  Interest.  In the event that  Maker  fails or failed
within  30 days of the  First  Closing  Date of  October  28,  2005 to file  the
Registration  Statement with the SEC, or fails to obtain effectiveness under the
Securities Act of 1933, as amended,  and applicable state securities laws of the
Registration  Statement  within 120 days of the date thereof (all as required by
the terms the  Registration  Rights  Agreement),  covering  all of the shares of
Common Stock  issuable  upon  conversion  of the Note and the  Additional  Note,
payment on the Note and the  Additional  Note or  exercise of the Warrant or the
Additional  Warrant  issued in  connection  herewith,  then for each full  month
thereafter  (prorated for partial  months) that either or both of these failures
continues (the "Failure  Term"),  this Additional  Note shall accrue  additional
interest (the "Contingent  Additional  Interest") equal to the greater of $2,500
or 1% of the  outstanding  principal  balance on this  Additional Note as of the
last day of the prior month.  Despite the  foregoing,  if the Payee  consents in
writing (as provided under the Registration Rights Agreement) to an extension of
the filing or effective date of the  Registration  Statement beyond the original
deadlines,  then the commencement of Contingent  Additional  Interest  hereunder
shall be extended by a like period.  Contingent  Additional Interest will accrue
hereunder on a daily basis.  Contingent  Additional  Interest accrued  hereunder
prior to the  Scheduled  Maturity  Date will be added to the  principal  balance
hereof (and will accrue interest  thereon as provided by Section 1 above) and is
due in full on the  Scheduled  Maturity  Date.  Contingent  Additional  Interest
accrued  hereunder  after the Scheduled  Maturity Date is payable on the 20th of
each month until the  Registration  Statement is filed and effective as provided
above.

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<PAGE>

6. Security.  The full and timely payment of this Additional Note (together with
the timely  performance of Maker's  obligations  under this Additional Note, the
Additional  Warrant and any  document  delivered to Payee by Maker on the Second
Closing  Date (the "Second  Closing  Transaction  Documents")  is secured by the
existing  Security  Agreement between the parties covering all of Maker's assets
including all of the capital  stock of U.S.  Canadian  Minerals,  Inc., a Nevada
corporation  ("UCAD"),  owned by Maker and the Maker's  interest in that certain
joint venture with UCAD,  subject to a priority  security  interest in 1,000,000
shares  of UCAD  capital  stock  granted  by the Maker to a third  party  ("UCAD
Security  Interest").  The currently filed UCC financing statement against Maker
in favor of Payee is and shall  remain at all  times a first  priority  security
interest  subordinate  to no other  secured  rights except for the UCAD Security
Interest, in which Payee shall have a secondary security interest.

7. Default.  The  occurrence  of any one or more of the  following  events shall
constitute  an event of  default,  upon  which  Payee  may  declare  the  entire
principal amount of this Additional  Note,  together with all accrued but unpaid
interest, to be immediately due and payable in cash:

      (a) The Maker shall fail to make  payment of  interest  on the  Additional
Note  under  Section  2(a) or any  required  payment  of  Contingent  Additional
Interest  when due and payable  under  Section 5, and either such failure is not
cured  within  five days after  Payee gives  written  notice of such  failure to
Maker.

      (b) The Maker shall fail to make the balloon payment of principal required
by  Section  2(b) on the  Scheduled  Maturity  Date or to  make  (by the  timely
issuance  of  certificates  representing  shares of Common  Stock) any  required
Monthly  Stock  Prepayment  (once having given Payee  written  notice of Maker's
intention to do so) when due and payable  under  Section  2(c),  and either such
failure is not cured within five days after Payee gives  written  notice of such
failure to Maker.

      (c) The Maker shall be in material  default of any other term or provision
of the Second Closing Transaction  Documents (as such term is defined in Section
6 of this Additional  Note), and such failure is not cured within ten days after
Payee gives written notice of such default to Maker.

      (d) Any  representation  or warranty of the Maker  contained in the Second
Closing  Transaction  Documents shall have been false in any material respect on
the Second Closing Date.

      (e) The  Maker  fails to  obtain  the prior  written  consent  of Payee as
required by Section 4 above.

      (f) The Maker shall be in default under the Note;

      (g) Maker shall be in  material  default of any term or  provision  of the
Note (other than  payment  terms) and such  failure is not cured within ten days
after Payee gives written notice of such default to Maker.

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<PAGE>

      (h) The Maker  shall  become  insolvent  or shall  fail to pay,  or become
unable to pay, its debts as they become due or any  bankruptcy,  reorganization,
debt  arrangement  or other  proceeding  under any  bankruptcy or insolvency law
shall be instituted by or against the Maker.


      Without  limiting the above, the Maker  acknowledges  that payments on the
various  dates in Sections 2 and 5 are of essence and that any failure to timely
pay the principal or interest  (within any permitted grace period) permits Payee
to declare this Additional Note  immediately due in cash in its entirety without
any prior notice of any kind to Maker,  except for the specific notices provided
above.

8. Applicable Law. THE VALIDITY,  CONSTRUCTION  AND  ENFORCEABILITY  OF THE NOTE
SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING
EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

9. Waivers by Maker. The Maker hereby waives presentment for payment,  notice of
dishonor,  protest  and notice of payment  and all other  notices of any kind in
connection with the enforcement of this Additional Note.

10. No Setoffs.  The Maker shall pay principal and interest under the Additional
Note without any deduction for any setoff or counterclaim.

11. Costs of Collection. If this Additional Note is not paid when due, the Maker
shall  pay  Payee's  reasonable  costs  of  collection,   including   reasonable
attorney's fees.

12. No Waiver by Payee.  Neither the  consummation of the Second Closing nor any
representation,  warranty or  covenant  contained  in any of the Second  Closing
Transaction  Documents shall be construed as a waiver by Payee of any its rights
under  Transaction  Documents  or a consent by Payee of an  extension of Maker's
registration obligations under the Registration Rights Agreement.



                                     EL CAPITAN PRECIOUS METALS, INC.



                                     By       /s/ Stephen J. Antol
                                       -----------------------------------------
                                     Its:          CFO/ Treasurer


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