EXHIBIT 10.6

THIS  NOTE  AND THE  SECURITIES  ISSUABLE  UPON  PAYMENT  HEREOF  HAVE  NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR UNDER THE PROVISIONS OF ANY APPLICABLE  STATE  SECURITIES LAWS, BUT HAVE BEEN
ACQUIRED BY THE  REGISTERED  HOLDER  HEREOF FOR  PURPOSES OF  INVESTMENT  AND IN
RELIANCE  ON  STATUTORY  EXEMPTIONS  UNDER  THE  SECURITIES  ACT AND  UNDER  ANY
APPLICABLE  STATE  SECURITIES  LAWS.  ACCORDINGLY,  THIS NOTE AND THE SECURITIES
ISSUABLE UPON PAYMENT HEREOF MAY NOT BE SOLD,  PLEDGED,  TRANSFERRED OR ASSIGNED
EXCEPT IN A TRANSACTION  WHICH IS EXEMPT UNDER  PROVISIONS OF THE SECURITIES ACT
AND  ANY  APPLICABLE   STATE   SECURITIES  LAWS  OR  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION STATEMENT.



                           CONVERTIBLE PROMISSORY NOTE
$25,000.00                                                      October 27, 2009

     1.  Agreement to Pay. FOR VALUE  RECEIVED,  Rancher  Energy Corp., a Nevada
corporation  ("Borrower"),  hereby  promises  to  pay  to  the  order  of Jon C.
Nicolaysen  or his assigns  ("Holder"),  in lawful money of the United States of
America,  the  principal  sum of  TWENTY-FIVE  THOUSAND  AND  00/100THS  DOLLARS
($25,000.00)  ("Loan"),  at the place and in the  manner  hereinafter  provided,
together with interest thereon at the rate or rates described below, and any and
all other amounts which may be due and payable hereunder from time to time.

THIS  NOTE  AND THE  SECURITIES  ISSUABLE  UPON  PAYMENT  HEREOF  HAVE  NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR UNDER THE PROVISIONS OF ANY APPLICABLE  STATE  SECURITIES LAWS, BUT HAVE BEEN
ACQUIRED BY THE  REGISTERED  HOLDER  HEREOF FOR  PURPOSES OF  INVESTMENT  AND IN
RELIANCE  ON  STATUTORY  EXEMPTIONS  UNDER  THE  SECURITIES  ACT AND  UNDER  ANY
APPLICABLE  STATE  SECURITIES  LAWS.  ACCORDINGLY,  THIS NOTE AND THE SECURITIES
ISSUABLE UPON PAYMENT HEREOF MAY NOT BE SOLD,  PLEDGED,  TRANSFERRED OR ASSIGNED
EXCEPT IN A TRANSACTION  WHICH IS EXEMPT UNDER  PROVISIONS OF THE SECURITIES ACT
AND  ANY  APPLICABLE   STATE   SECURITIES  LAWS  OR  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION STATEMENT.

     2. Interest Rate.

          2.1 Interest Prior to Default.

          Interest  shall accrue on the  outstanding  principal  balance of this
     Note from the date hereof through November 1, 2010 ("Maturity  Date") at an
     annual rate equal to the greater of (i) twelve  percent  (12.00%),  or (ii)
     three percent (3.00%) plus the Prime Rate ("Loan Rate"); provided, however,
     that in no event  shall  the Loan  Rate be  greater  than  fifteen  percent
     (15.0%).  Changes in the rate of interest to be charged  hereunder based on
     the Prime Rate shall take effect  immediately  upon the  occurrence  of any
     change in the Prime Rate.

          For  purposes  hereof,  "Prime  Rate" means the rate of interest  most
     recently printed in the Wall Street Journal as its prime or base rate.

          2.2 Interest After  Default.  From and after the Maturity Date or upon
     the occurrence and during the continuance of an Event of Default,  interest
     shall accrue on the balance of principal  remaining  unpaid during any such
     period at an annual rate  ("Default  Rate") equal to five percent (5%) plus
     the Loan Rate; provided, however, in no event shall the Default Rate exceed
     the  maximum  rate  permitted  by law.  The  interest  accruing  under this
     paragraph shall be immediately due and payable by Borrower to the holder of
     this Note upon demand and shall be  additional  indebtedness  evidenced  by
     this Note.


<PAGE>

          2.3 Interest  Calculation.  Interest on this Note shall be  compounded
     annually,  commencing  on the date hereof and  calculated on the basis of a
     360 day year on the unpaid Loan amount outstanding from time to time during
     the term of this Note.

          3. Payment Terms.

          3.1 Principal and Interest. Payments of principal and all interest due
     under this Note, if not sooner  declared to be due in  accordance  with the
     provisions hereof, shall be due and payable in full on the Maturity Date.

          3.2  Application  of Payments.  Prior to the occurrence of an Event of
     Default,  all  payments  and  prepayments  on account  of the  indebtedness
     evidenced  by this Note shall be applied as  follows:  (a) first,  to fees,
     expenses,  costs and other similar  amounts then due and payable to Holder,
     including,  without  limitation  any late charges due hereunder or costs of
     collection,  (b) second,  to accrued and unpaid  interest on the  principal
     balance of this Note,  (c) last,  to the unpaid  principal  balance of this
     Note. Any prepayment on account of the indebtedness  evidenced by this Note
     shall not  extend or  postpone  the due date or  reduce  the  amount of any
     subsequent  quarterly payment due hereunder.  After an Event of Default has
     occurred  and is  continuing,  payments may be applied by Holder to amounts
     owed  hereunder  in such  order  as  Holder  shall  determine,  in its sole
     discretion.

          3.3 Method of Payments. All amounts payable hereunder shall be payable
     to Holder in immediately  available  funds at 1134 South  Wolcott,  Casper,
     Wyoming 82601,  or such other address as Holder or the legal holder of this
     Note may specify to Borrower in writing.

          3.4 Prepayment.  This Note may be prepaid, either in whole or in part,
     without penalty or premium, at any time and from time to time upon not less
     than  fourteen (14) days prior  written  notice to Holder.  Upon receipt of
     such  written  notice,  Holder may, in its sole  discretion,  exercise  the
     conversion option granted to Holder by Borrower hereunder at any time prior
     to the expiration of such 14 day period.

          4. Subordination.  The Borrower and Holder hereby acknowledge that all
     rights,  obligations  and payments due under this Note shall be subordinate
     to any other senior debt.

          5. Holder's Conversion Option.

          5.1 Option Definitions.

          (a)  "Conversion  Amount" is equal to that portion of the Loan and all
               amounts accrued,  but unpaid,  hereunder as of the effective date
               of the  Conversion  Notice that Holder  decides to convert in its
               sole  discretion  into the  Borrower's  Common  Stock,  par value
               $0.00001.

          (b)  "Conversion  Date"  is  the  effective  date  of  the  conversion
               specified by Holder in the Conversion Notice.

          (c)  "Conversion  Notice"  is the  written  notice  given by Holder to
               Borrower whereby Holder  exercises the conversion  option granted
               Holder  hereunder by  specifying  the  Conversion  Amount and the
               Conversion Date.


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<PAGE>

          (d)  "Conversion Price" shall be $0.02 per share.

          5.2 Grant of  Conversion  Option.  Borrower  hereby  grants Holder the
     option, but not the obligation,  to convert the Conversion Amount into that
     number of shares of Borrower's  Common Stock equal to the Conversion Amount
     divided by the  Conversion  Price  (the  "Conversion  Shares").  Holder may
     exercise  the  option  granted  hereunder  in  whole or in part at any time
     during  the  term of this  Note  by  delivery  of a  Conversion  Notice  to
     Borrower.

          5.3 Delivery of Conversion  Shares.  Within a reasonable  time, not to
     exceed five (5) business days after the Conversion  Date, the Borrower will
     deliver a certificate to Holder  representing  the number of fully paid and
     non-assessable  shares of Common Stock into which the Conversion Amount has
     been converted in accordance  with the terms of this Note. The  certificate
     will bear a restrictive  legend in accordance  with  applicable  securities
     laws unless the shares have been previously registered.

     6. Events of Default.  The  occurrence  of any one or more of the following
events shall constitute an "Event of Default" under this Note:

          6.1  the failure by Borrower to pay when due the  principal,  interest
               or other fees due under the Note in accordance herewith,  and, in
               any such case,  such failure shall  continue for a period of five
               (5) business days  following the date upon which any such payment
               was due;

          6.2  the  breach,   failure  to  observe  or  perform  any   covenant,
               obligation,  agreement,  term or condition contained in this Note
               in any  material  respect  and such  breach,  if subject to cure,
               continues for a period of fifteen (15) days after the  occurrence
               thereof;  provided  that prior to the  expiration of such fifteen
               (15)  day  period,  Borrower  may  send a  notice  to the  Holder
               notifying the Holder of such default,  outlining its plan to take
               sufficient  actions  reasonably likely to cure it, and requesting
               that the Holder  forbear from taking action on such default for a
               period of sixty  (60) days (a  "Default  Request  Notice").  Upon
               receipt of the  Default  Request  Notice,  the Holder may, in its
               sole discretion, deny such request;

          6.3  the  sale  (other  than  in the  ordinary  course  of  Borrower's
               business) of any material  portion of Borrower's  assets,  or the
               uninsured loss of any material portion of Borrower's assets; or

          6.4  the dissolution or termination of existence of Borrower.

     7. Remedies.  At the election of the holder hereof, and without notice, the
principal  balance  remaining  unpaid under this Note,  and all unpaid  interest
accrued  thereon  and any  other  amounts  due  hereunder,  shall be and  become
immediately due and payable in full upon the occurrence of any Event of Default.
Holder  may, at its option and without  demand or notice,  exercise  any and all
remedies  provided  herein  or as  permitted  under  Article  9 of  the  Uniform
Commercial  Code of the state of Colorado or any other  remedy  provided at law.
Any  notice  of a  public  sale,  private  sale or  other  disposition  shall be
commercially reasonable if given not less than five (5) days prior to the same.

     8.  Cumulative  Rights.  No holder hereof shall,  by any act of omission or
commission,  be deemed to waive any of its rights,  remedies or powers hereunder
or otherwise  unless such waiver is in writing and signed by the holder  hereof,
and then only to the extent specifically set forth therein. The rights, remedies
and powers of the holder  hereof,  as provided in this Note are  cumulative  and

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<PAGE>

concurrent, and may be pursued singly, successively or together against Borrower
and any other security given at any time to secure the repayment hereof,  all at
the sole discretion of the holder hereof. If any suit or action is instituted or
attorneys  are  employed  to  collect  this  Note or any part  hereof,  Borrower
promises  and  agrees  to pay all  costs  of  collection,  including  reasonable
attorneys' fees and court costs.

     9.  Covenants  and  Waivers.  Borrower and all others who now or may at any
time  become  liable for all or any part of the  obligations  evidenced  hereby,
expressly  agree  hereby to be jointly  and  severally  bound,  and  jointly and
severally:  (i) waive and renounce all  valuation  and  appraisement  privileges
against the  indebtedness  evidenced by this Note or by any extension or renewal
hereof; (ii) waive presentment and demand for payment, notices of nonpayment and
of dishonor, protest of dishonor, and notice of protest; (iii) waive any and all
notices in  connection  with the  delivery and  acceptance  hereof and all other
notices in connection  with the  performance,  default,  or  enforcement  of the
payment hereof or hereunder; (iv) waive any and all lack of diligence and delays
in the enforcement of the payment  hereof;  (v) agree that the liability of each
Borrower,  guarantor,  endorser or obligor  shall be  unconditional  and without
regard to the  liability of any other  person or entity for the payment  hereof,
and shall not in any manner be affected by any indulgence or forbearance granted
or consented to by Holder to any of them with  respect  hereto;  (vi) consent to
any and all extensions of time, renewals,  waivers, or modifications that may be
granted by Holder with respect to the payment or other provisions hereof, and to
the release of any  security at any time given for the  payment  hereof,  or any
part thereof, with or without substitution,  and to the release of any person or
entity liable for the payment  hereof;  and (vii) consent to the addition of any
and all other makers, endorsers,  guarantors, and other obligors for the payment
hereof,  and to the  acceptance  of any and all other  security  for the payment
hereof, and agree that the addition of any such makers, endorsers, guarantors or
other  obligors,  or security  shall not affect the  liability of Borrower,  any
guarantor  and all  others  now  liable  for all or any part of the  obligations
evidenced hereby.  This provision is a material inducement for Holder making the
Loan to Borrower.

     10. Other General Agreements.

          10.1 Time is of the essence hereof.

          10.2 This Note is governed and controlled as to validity, enforcement,
               interpretation, construction, effect and in all other respects by
               the statutes,  laws and decisions of the State of Colorado.  This
               Note  may  not be  changed  or  amended  orally  but  only  by an
               instrument   in  writing   signed  by  the  party   against  whom
               enforcement  of the change or amendment  is sought.  The Borrower
               consents to the exclusive  jurisdiction  of the state and federal
               courts located within the City and County of Denver, Colorado and
               agrees  that all  actions or  proceedings  relating  to this Note
               shall be litigated in such courts.

          10.3 If this Note is executed by more than one party,  the obligations
               and  liabilities  of each Borrower under this Note shall be joint
               and several  and shall be binding  upon and  enforceable  against
               each Borrower and their respective  successors and assigns.  This
               Note shall  inure to the benefit of and may be enforced by Holder
               and its successors and assigns.

          10.4 In the event any one or more of the provisions  contained in this
               Note  shall for any  reason  be held to be  invalid,  illegal  or
               unenforceable  in any respect,  such  invalidity,  illegality  or
               unenforceability shall not affect any other provision hereof, and
               this Note  shall be  construed  as if such  invalid,  illegal  or
               unenforceable provision had never been contained herein.

          10.5 All agreements between Borrower and Holder,  whether now existing
               or hereafter  arising and whether  written or oral, are expressly
               subject to applicable  law and limited so that in no  contingency
               or event  whatsoever,  whether by acceleration of the maturity of
               this Note or  otherwise,  shall the amount paid,  or agreed to be
               paid,  to Holder for the use,  forbearance  or  detention  of the
               money to be loaned  hereunder  or  otherwise,  exceed the maximum

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<PAGE>

               amount   permissible   under   applicable   law.   If,  from  any
               circumstances  whatsoever,  fulfillment  of any provision of this
               Note, at the time  performance  of such  provision  shall be due,
               shall involve  transcending  the limit of validity  prescribed by
               law, then ipso facto,  the  obligation  to be fulfilled  shall be
               reduced  to the  limit  of such  validity,  and if from  any such
               circumstances  Holder  shall ever  receive  anything  of value as
               interest or deemed  interest by applicable law under this Note an
               amount that would  exceed the highest  lawful  rate,  such amount
               that  would  be  excessive  interest  shall  be  applied  to  the
               reduction  of the  principal  amount  owing under this Note or on
               account of any other  indebtedness of Borrower to Holder relating
               to this  Note,  and not to the  payment of  interest,  or if such
               excessive  interest  exceeds the unpaid  balance of  principal of
               this  Note,  such  excess  shall  be  refunded  to  Borrower.  In
               determining  whether or not the  interest  paid or  payable  with
               respect to any  indebtedness  of  Borrower  to Holder,  under any
               specific  contingency,  exceeds the highest lawful rate, Borrower
               and Holder shall,  to the maximum extent  permitted by applicable
               law, (i)  characterize any  non-principal  payment as an expense,
               fee or premium rather than as interest,  (ii) amortize,  prorate,
               allocate and spread the total amount of interest  throughout  the
               full  term  of  such  indebtedness  so that  the  actual  rate of
               interest on account of such  indebtedness  is uniform  throughout
               the term thereof, and/or (iii) allocate interest between portions
               of such indebtedness,  to the end that no such portion shall bear
               interest at a rate greater than that permitted by law.

          10.6 Holder may at any time  assign  its  rights in this Note,  or any
               part  thereof and Holder  thereafter  shall be relieved  from all
               liability hereunder. Borrower may not assign its interest in this
               Note, or any other agreement with Holder or any portion  thereof,
               either  voluntarily  or by  operation  of law,  without the prior
               written consent of Holder.

          10.7 Borrower  represents and warrants to Holder that (i) Borrower has
               all  requisite  entity power and  authority to execute,  deliver,
               perform and carry out the  obligations of this Note, and (ii) the
               person  signing on behalf of the  Borrower  has been  granted the
               requisite entity authority to do so.

          10.8 In  the   event   this   Note  is  placed  in  the  hands  of  an
               attorney-at-law for collection after the Maturity Date or upon an
               Event of  Default  or in the event that  proceedings  at law,  in
               equity or bankruptcy, receivership or other legal proceedings are
               instituted in connection  herewith,  or in the event this Note is
               placed in the hands of an attorney-at-law  to protect,  defend or
               enforce the rights of Holder hereunder, Borrower hereby agrees to
               pay to Holder all Holder's  costs of  collecting or attempting to
               collect this Note or  protecting,  defending  or  enforcing  such
               rights, including, without limitation, court costs and reasonable
               attorneys' fees, in addition to all principal, interest and other
               amounts payable hereunder.

     11.  Notices.  All notices  required  or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be  notified;  (ii) when sent by  confirmed  facsimile  if sent  during
normal  business  hours of the  recipient,  or if not, then on the next business
day; or (iii) one (1)  business day after  deposit with a nationally  recognized
overnight courier for next day delivery,  with verification of receipt.  Notices
shall be sent:

If to Holder:

         Jon C. Nicolaysen
         1134 South Wolcott
         Casper, Wyoming 82601

If to Borrower:

         Rancher Energy Corporation
         999-18th St., Suite 3400
         Denver, Colorado 80202
         Attn: Jon C. Nicolaysen

     12. Waiver of Jury Trial. BORROWER AND HOLDER (BY ACCEPTANCE OF THIS NOTE),
HAVING BEEN  REPRESENTED BY COUNSEL,  EACH KNOWINGLY AND VOLUNTARILY  WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY
RIGHTS  UNDER  THIS  NOTE OR ANY  RELATED  AGREEMENT  OR  UNDER  ANY  AMENDMENT,
INSTRUMENT,  DOCUMENT  OR  AGREEMENT  DELIVERED  OR WHICH  MAY IN THE  FUTURE BE
DELIVERED  IN  CONNECTION  WITH THIS  NOTE AND  AGREES  THAT ANY SUCH  ACTION OR
PROCEEDING  WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  BORROWER AGREES
THAT IT WILL NOT ASSERT ANY CLAIM AGAINST  HOLDER ON ANY THEORY OF LIABILITY FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.



         IN WITNESS  WHEREOF,  the  undersigned  has  executed  this Note on and
effective as of the date first above written.

                                            RANCHER ENERGY CORP.,
                                            a Nevada corporation



                                            By:
                                                   Jon C. Nicolaysen, President