Exhibit 4.1


Promissory Note issued to
Sausalito Capital Partners I, LLC


THE SECURITIES REPRESENTED BY THIS
NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “1933 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 1933
ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES MAY NOT BE SOLD, PLEDGED,
TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE
PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT.


10%
CONVERTIBLE PROMISSORY NOTE


San Rafael,
California


July 5, 2006


FOR VALUE
RECEIVED, Domestic Energy Partners, LLC., a Utah limited liability company (“Borrower”),
hereby promises to pay to the order of Sausalito Capital Partners I, LLC (“Lender”),
a Nevada limited liability company, in lawful money of the United States at the
address of Lender set forth herein, the principal amount of $500,000.00 (the “Loan”),
together with Interest.  This Promissory
Note (“Note”) has been executed by Borrower on the date set forth above
(the “Effective Date”).


1.             Interest.  The Loan
shall bear interest at a rate of ten percent (10%) (“Default Interest Rate”),
compounded monthly (“Interest”) from the Effective Date and continuing until
payment in full of the Loan.  Upon the occurrence of a default event
(“Event of Default”) and for so long as such Event of Default continues,
Interest shall accrue on the outstanding Loan amount at the Default Interest
Rate.


2.             Maturity Date.  Subject to
Section 3, all or any portion of the Loan, all accrued Interest thereon and all
other sums due hereunder, shall be due and payable on demand by Lender on the
Maturity Date.


3.             Conversion.  In Lender’s
discretion, at any time prior to the consummation of the Private Placement,
Lender may convert all of the outstanding principal amount of this Note into
twenty five percent (25%) of the fully diluted common stock of the Company (the
“Common Stock”) following the merger of the Borrower into a piggy
back-qualified shell company which is currently trading (“Shell”).


4.             Application of Payments.


4.1.          Except as otherwise expressly provided herein,
payments under this Note shall be applied (i) first to the repayment of any
sums incurred by Lender for the payment of any expenses in enforcing the terms
of this Note, (ii) then to the payment of the Default Interest Rate, (iii) then
to the payment of the Interest Rate, and (iv) then to the reduction of the
Loan.


4.2.          Upon payment in full of the Loan and applicable
accrued and unpaid Interest thereon, this Note shall be marked “Paid in Full”
and returned to Borrower.


5.             Waiver of Notice.  Borrower
hereby waives diligence, notice, presentment, protest and notice of dishonor.


6.             Transfer.  This Note may
be transferred by Lender at any time, provided that such transfer complies with
applicable securities laws.









 



7.             Events of Default.  The occurrence of any of following events,
not cured in any applicable cure period, shall constitute an Event of Default
of Borrower:


7.1.          The
failure to make when due any payment described in this Note or the Loan
Agreement, whether on or after the Maturity Date, by acceleration or otherwise;
and


7.2.          A
breach of any representation, warranty, covenant or other provision of this
Note or the Loan Agreement, which, if capable of being cured, is not cured
within three days following notice thereof to the Company;


7.3.          (i)
The application for the appointment of a receiver or custodian for Borrower or
the property of Borrower, (ii) the entry of an order for relief or the filing
of a petition by or against Borrower under the provisions of any bankruptcy or
insolvency law, (iii) any assignment for the benefit of creditors by or against
Borrower, or (iv) the insolvency of Borrower.


Upon the occurrence of any Event of Default that
is not cured within any applicable cure period, if any, Lender may elect, by
written notice delivered to Borrower, to take at any time any or all of the
following actions: (i) declare this Note to be forthwith due and payable,
whereupon the entire unpaid Loan, together with all accrued and unpaid Interest
thereon (including the Default Interest Rate), and all other cash obligations
hereunder, shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by Borrower, anything contained herein to the contrary notwithstanding,
and (ii) exercise any and all other remedies provided hereunder or available at
law or in equity.


8.             Miscellaneous.


8.1.          Successors
and Assigns.  Subject to the exceptions specifically set
forth in this Note and the Loan Agreement, the terms and conditions of this
Note shall inure to the benefit of and be binding upon the respective
executors, administrators, heirs, successors and permitted assigns of the
parties.  This Note (or a portion hereof)
may be assigned by Lender without the consent of Borrower.


8.2.          Loss
or Mutilation of Note.  Upon receipt by Borrower of evidence
satisfactory to Borrower of the loss, theft, destruction or mutilation of this
Note, together with indemnity reasonably satisfactory to Borrower, in the case
of loss, theft or destruction, or the surrender and cancellation of this Note,
in the case of mutilation, Borrower shall execute and deliver to Lender a new
promissory note of like tenor and denomination as this Note.


8.3.          Notices.  Any notice, demand, offer, request or other
communication required or permitted to be given pursuant to the terms of this
Note shall be in writing and shall be deemed effectively given the earlier of
(i) when received, (ii) when delivered personally, (iii) one business day after
being delivered by facsimile (with receipt of appropriate confirmation), (iv)
one business day after being deposited with an overnight courier service, or
(v) four days after being deposited in the U.S. mail, First Class with postage
prepaid, and addressed to the recipient at the addresses set forth below unless
another address is provided to the other party in writing:


	
  If to Borrower, to:

  	
   

  
	
   

  
	
  Domestic Energy
  Partners, LLC.

  
	
  1200 West 400
  North

  
	
  Orem, UT 84660

  
	
  Attn:  Ron Crafts

  
	
   

  
	
  if to Lender, to:

  	
   

  
	
   

  
	
  Sausalito
  Capital Partners, LLC

  
			



 









 



 


	
  369B Third Street, #269

  
	
  San Rafael, CA 94901

  
	
  Attn: Don Lew

  
	
   

  
	
  with a copy to:

  	
   

  
	
   

  
	
  The Otto Law Group,
  PLLC

  
	
  601 Union
  Street, Suite 4500

  
	
  Seattle, WA
  98101

  
	
  Attn: David M.
  Otto

  
	
  Fax: (206)
  262-9513

  



 


8.4           Governing Law.  This
Note shall be governed in all respects by the laws of the State of Washington
as applied to agreements entered into and performed entirely within the State
of Washington by residents thereof, without regard to any provisions thereof
relating to conflicts of laws among different jurisdictions.


8.5           Waiver
and Amendment.  Any term of this Note may be amended, waived
or modified only with the written consent of Borrower and Lender.


8.6           Remedies;
Costs of Collection; Attorneys’ Fees.  No delay or omission by Lender in exercising
any of its rights, remedies, powers or privileges hereunder or at law or in
equity and no course of dealing between Lender and the undersigned or any other
person shall be deemed a waiver by Lender of any such rights, remedies, powers
or privileges, even if such delay or omission is continuous or repeated, nor
shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise thereof by Lender or the exercise of any
other right, remedy, power or privilege by Lender.  The rights and remedies of Lender described
herein shall be cumulative and not restrictive of any other rights or remedies
available under any other instrument, at law or in equity.  If an Event of Default occurs, Borrower
agrees to pay, in addition to the Loan and Interest payable thereon, reasonable
attorneys’ fees and any other reasonable costs incurred by Lender in connection
with its pursuit of its remedies under this Note.


*  * 
*  *









 



 


IN WITNESS WHEREOF,
Borrower has caused this Note to be signed on the Effective Date.


	
  

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DOMESTIC ENERGY
  PARTNERS, LLC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ron Crafts

  	
   

  
	
   

  	
   

  	
   

  	
  Ron Crafts

  
	
   

  	
   

  	
   

  	
  Chairman and Chief Executive Officer