EXHIBIT
      4.1

     

    

      THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933 OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE “LAWS”). THE
        SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN
        THE
        ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
        UNDER THE APPLICABLE LAWS OR (II) AN OPINION OF COUNSEL IN FORM, SUBSTANCE
        AND
        SCOPE REASONABLY ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH REGISTRATION
        IS NOT REQUIRED DUE TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
        OF THE APPLICABLE LAWS.

      


      DATE:
        February 28, 2006

       

      $350,000.00

       

      NICKLEBYS.COM,
        INC.

      


      12%
        SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

      DUE
        FEBRUARY 28, 2006

      


      This
        12%
        Senior Secured Convertible Promissory Note (the “Note”) is issued by
        Nicklebys.com, Inc., a corporation duly organized and validly existing under
        the
        laws of the State of Colorado (the “Company”), pursuant to that certain
        Securities Purchase Agreement (the “Agreement”) entered into concurrently
        herewith by and between the Company and Oceanus Value Fund, L.P.

       

      1.
        Payment
        Obligation.
        For
        value received, the Company promises to pay to Oceanus Value Fund, L.P. or
        its
        permitted successors and assigns (collectively, the "Holder"), (i) the principal
        amount of Three Hundred Fifty Thousand Dollars ($350,000) (to which may be
        added
        any liquidated damages that accrue pursuant to the terms of the Agreement)
        and
        (ii) interest on the outstanding principal amount at the rate of twelve percent
        (12%) per annum (the “Rate”), payable as described below. The principal amount
        of this Note, together with all accrued and unpaid interest, shall be due
        and
        payable in full on February 28, 2006 (the "Maturity Date"); provided, however,
        that upon the Company’s receipt of equity or debt financing(s) in excess of
        $500,000 in the aggregate from any person or entity, an amount equal to the
        lesser of 50% of the aggregate amount of such financing(s) or the amount
        needed
        to pay this Note in full shall immediately be paid to the Holder as a payment
        on
        this Note. Interest on this Note in the amount of Three Thousand Five Hundred
        Dollars ($3,500) shall be paid at the end of each thirty (30) day period
        that
        this Note remains outstanding after March 30, 2006 (prorated
        for a partial period and any reductions in principal amount). Accrual of
        interest on the outstanding principal amount shall commence on the date hereof
        and shall continue until full payment of the outstanding principal amount
        has
        been made or duly provided for. Payments on this Note are payable to the
        Holder
        in whose name this Note (or one or more successor Notes) is registered on
        the
        records of the Company regarding registration and transfer of this Note (the
        "Note Register"); provided, however, that the Company's
        obligation to a transferee of this Note arises only if such transfer, sale
        or
        other disposition is made in accordance with the terms and conditions of
        the
        Agreement. The Company may prepay the principal amount of this Note at any
        time,
        without premium or penalty.

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      


      2.
        Provisions
        as to Payment.
        Payments
        on this Note are payable in immediately available funds in currency of the
        United States of America at the address last appearing on the Note Register
        of
        the Company as designated in writing by the Holder hereof from time to time.
        The
        Company shall pay the outstanding principal amount and all accrued and unpaid
        interest due upon this Note on the Maturity Date, less any amounts required
        by
        law to be deducted or withheld, to the Holder of this Note appearing of record
        as of the fifth business day (as defined in the Agreement) prior to the Maturity
        Date and addressed to such Holder at the last address appearing on the Note
        Register. The forwarding of such funds shall constitute full payment of all
        outstanding principal and accrued interest hereunder and shall satisfy and
        discharge the liability for principal and interest on this Note to the extent
        of
        the sum represented by such payment plus any amounts so deducted or withheld.
        All payments under this Note shall be credited first to reimburse the Holder
        for
        any cost or expense reimbursable hereunder, then to the payment of accrued
        interest, and third to the payment of principal.

       

      3.
        Withholding.
        The
        Company shall be entitled to withhold from all payments of principal or interest
        pursuant to this Note any amounts required to be withheld under applicable
        provisions of the United States income tax or other applicable laws at the
        time
        of such payments.

       

      4. Transfer
        of Note; Opinion of Counsel; Legend.

       

      (a)
        This
        Note has been issued subject to investment representations of the original
        Holder and may be transferred or exchanged only in compliance with the
        Securities Act of 1933, as amended (the “1933 Act”) and applicable state
        securities laws. Prior to presentment of this Note for transfer, the Company
        and
        any agent of the Company may treat the person in whose name this Note is
        duly
        registered on the Note Register as the Holder hereof for the purpose of
        receiving payments as herein provided and for all other purposes, whether
        or not
        this Note be overdue, and neither the Company nor any such agent shall be
        affected or bound by notice to the contrary.

       

      (b)
        The
        Holder understands and acknowledges by its acceptance hereof that (i) this
        Note
        has not been, and is not being, registered under the 1933 Act or any state
        securities laws, and may not be offered for sale, sold, assigned or transferred
        unless (A) subsequently registered thereunder or (B) the Holder shall have
        delivered to the Company an opinion of counsel, reasonably satisfactory in
        form,
        substance and scope to the Company, to the effect that this Note may be sold,
        assigned or transferred pursuant to an exemption from such registration and
        (ii)
        neither the Company nor any other person is under any obligation to register
        this Note under the 1933 Act or any state securities laws or to comply with
        the
        terms and conditions of any exemption thereunder.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      5. Optional
        Conversion of this Note.

       

      (a)
        At
        any time, and from time-to-time, the Holder of this Note shall be entitled,
        at
        its option, to convert any portion or all of the outstanding principal amount
        of
        this Note and any accrued and unpaid interest and/or liquidated damages accrued
        under this Note and/or the Agreement as of the Optional Conversion Date (as
        defined below), into shares of the Company’s $.0001 par value common stock (the
“Common Stock”) at a conversion price for each share of Common Stock equal to
        One Dollar ($1.00) per share (the “Conversion Price”).

       

      (b)
        Any
        conversion of this Note shall be achieved by submitting to the Company the
        fully
        completed form of conversion notice attached hereto as Exhibit I (a "Notice
        of
        Conversion"), executed by the Holder of this Note evidencing such Holder's
        intention to convert this Note or a specified portion hereof (including any
        designated accrued and unpaid interest and/or liquidated damages). A Notice
        of
        Conversion may be submitted via facsimile to the Company at the telecopy
        number
        for the Company provided in the Agreement (or at such other number as specified
        in advance of such conversion in writing by the Company). A Notice of Conversion
        may also be submitted by mail. Upon receipt by the Holder of the requisite
        shares of Common Stock (the “Optional Conversion Shares”), the outstanding
        principal amount of this Note shall then (and only then) be reduced by the
        amount specified in the Notice of Conversion resulting in such Optional
        Conversion Shares. No fractional shares or scrip representing fractions of
        shares will be issued on conversion, but the number of shares issuable shall
        be
        rounded up to the nearest whole share. The date on which a Notice of Conversion
        is given (the “Optional Conversion Date”) shall be deemed to be either the date
        on which the Company receives from the Holder an original Notice of Conversion
        duly executed, or, if earlier, the date set forth in a Notice of Conversion
        that
        is sent via facsimile.

       

      (c)
        In
        all cases, the Company shall deliver the Optional Conversion Shares to the
        Holder within three (3) business days after the Optional Conversion Date
        at the
        address specified in the Notice of Conversion. The Company acknowledges that
        the
        Agreement requires that the Company pay liquidated damages for late or
        non-delivery of Optional Conversion Shares.

       

      6.
        Mandatory
        Conversion of this Note.
        On such
        date as the Mandatory Conversion Requirements (as defined below) have been
        met
        (the “Mandatory Conversion Date”), all of the outstanding principal amount of
        this Note and any accrued and unpaid interest and/or liquidated damages accrued
        under this Note and/or the Agreement shall automatically be converted into
        shares of Common Stock at Three Dollars ($3.00) per share. Upon receipt by
        the
        Holder of the requisite shares of Common Stock (the “Mandatory Conversion
        Shares”), then (and only then) shall the Note be deemed paid in full. No
        fractional shares or scrip representing fractions of shares will be issued
        on
        conversion, but the number of shares issuable shall be rounded up to the
        nearest
        whole share. In all cases, the Company shall deliver the Mandatory Conversion
        Shares to the Holder within three (3) business days after the Mandatory
        Conversion Date. The Company acknowledges that the Agreement requires that
        the
        Company pay liquidated damages for late or non-delivery of Mandatory Conversion
        Shares. For purposes of this Section, the “Mandatory Conversion Requirements”
are as follows:
        (i) for twenty (20) consecutive trading days, the closing price of the Common
        Stock has equaled or exceeded Three Dollars ($3.00) per share, (ii) the Common
        Stock is then trading on the OTC Bulletin Board, (iii) the Mandatory Conversion
        Shares are freely tradeable pursuant to an effective registration statement
        or
        Rule 144(k) under the 1933 Act and (iv) for twenty (20) consecutive trading
        days, the Common Stock has been trading at a volume of at least $250,000
        worth
        of Common Stock per day.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      


      7.
        Obligations
        of the Company Herein Are Unconditional.
        The
        Company’s obligations to repay this Note at the time, place, interest rate and
        in the currency hereinabove stated are absolute and unconditional. This Note
        and
        all other Notes now or hereafter issued in replacement of this Note on the
        same
        or similar terms are direct obligations of the Company.

       

      8.
        Waiver
        of Demand, Presentment, Etc.
        The
        Company hereby expressly waives demand and presentment for payment, notice
        of
        nonpayment, protest, notice of protest, notice of dishonor, notice of
        acceleration or intent to accelerate, bringing of suit and diligence in taking
        any action to collect amounts called for hereunder and shall be directly
        and
        primarily liable for the payment of all sums owing and to be owing hereunder,
        regardless of and without any notice, diligence, act or omission as or with
        respect to the collection of any amount called for herein. No delay or omission
        of any Holder hereof in exercising any right or remedy hereunder shall
        constitute a waiver of any such right or remedy. A waiver on one occasion
        shall
        not operate as a bar to, or waiver of, any such right or remedy on any future
        occasions.

       

      9.
        Attorney’s
        Fees; Reimbursable Expenses.
        The
        Company agrees to pay all costs and expenses, including, without limitation,
        reasonable attorney's fees, which may be incurred by the Holder in collecting
        any amount due under this Note or in enforcing any of the Holder’s rights as
        described herein or under the Security Agreement (as defined
        below).

       

      10. Default.
        If one
        or more of the following described "Events of Default" shall occur:

       

      (a) The
        Company shall fail to make timely payment of any amount then due and owing
        under
        this Note;

       

      (b)
        Any
        of the representations or warranties made by the Company herein, in the
        Agreement, the Security Agreement, or in any certificate or other written
        statement heretofore or hereafter furnished by or on behalf of the Company
        in
        connection with the execution and delivery of this Note, the Agreement or
        the
        Security Agreement shall be false or misleading in any material respect at
        the
        time made and the Holder shall have provided written notice to the Company
        of
        the alleged misrepresentation or breach of warranty and the same shall continue
        uncured for a period of seven (7) days after such written notice from the
        Holder;

      


      (c)
        If
        (i) the Company shall fail to perform or observe, in any material respect,
        any
        covenant, term, provision, condition, agreement or obligation of the Company
        under this Note not covered by clause (a) or (b) above or (ii) a default
        occurs
        under the Security Agreement, the Agreement,
        the Guaranty (as defined in the Agreement), the Guarantor Security Agreement
        (as
        defined in the Agreement) or any Pledge Agreement (as defined in the Agreement),
        or any addenda thereto, and such failure or default shall continue uncured
        for a
        period of seven (7) days after written notice from the Holder;

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      (d)
        The
        Company shall either: (i) become insolvent; (ii) admit in writing its inability
        to pay its debts generally or as they become due, (iii) make an assignment
        for
        the benefit of creditors or commence proceedings for its dissolution or (iv)
        apply for, or consent to the appointment of, a trustee, liquidator, or receiver
        for all or a substantial part of its property or business;

       

      (e)
        A
        trustee, liquidator or receiver shall be appointed for the Company or for
        a
        substantial part of its property or business without the Company's consent
        and
        such appointment is not discharged within sixty (60) days after such
        appointment;

       

      (f)
        Any
        governmental agency, or any court of competent jurisdiction at the instance
        of
        any governmental agency, shall assume custody or control of the whole or
        any
        substantial portion of the properties or assets of the Company and such custody
        or control shall not be released within sixty (60) days thereafter;

       

      (g)
        Any
        money judgment, writ or note of attachment, or similar process in excess
        of
        $50,000 in the aggregate shall be entered or filed against the Company or
        any of
        its properties or assets and shall remain unpaid, unvacated, unbonded or
        unstayed for a period of fifteen (15) days, or in any event later than five
        (5)
        days prior to the date of any proposed sale thereunder;

       

      (h)
        Bankruptcy, reorganization, insolvency or liquidation proceedings or other
        proceedings for relief under any bankruptcy law or any law for the relief
        of
        debtors shall be instituted by or against the Company and, if instituted
        against
        the Company, shall not be dismissed within sixty (60) days after such
        institution, or the Company shall by any action or answer approve of, consent
        to, or acquiesce in any such proceedings or admit the material allegations
        of,
        or default in answering a petition filed in, any such proceeding;

       

      (i) The
        Company shall have received a notice of default on the payment of any debt(s)
        aggregating in excess of $50,000 beyond any applicable grace period;
        or

       

      (j) The
        Company’s common stock shall have been voluntarily or involuntarily removed from
        future quotation on the OTC Bulletin Board;

      


      then,
        or
        at any time thereafter, and in each and every such case, unless such Event
        of
        Default shall have been waived in writing by the Holder (which waiver in
        one
        instance shall not be deemed to be a waiver in another instance or for any
        other
        prior or subsequent Event of Default), at the option of the Holder and in
        the
        Holder's sole discretion, the Holder may immediately accelerate the maturity
        hereof, whereupon all principal and accrued interest and liquidated damages
        (if
        any) hereunder shall be immediately due and payable, without presentment,
        demand, protest or notice of any kind, all of which
        are
        hereby expressly waived by the Company (anything herein or in any other
        instrument to the contrary notwithstanding), and the Holder may immediately
        enforce any and all of the Holder's rights and remedies provided herein or
        any
        other rights or remedies afforded by law or equity. After the occurrence
        of an
        Event of Default, the Rate shall automatically increase to seventeen percent
        (17%). In addition, any other provision of this Note or the Agreement
        notwithstanding, after the occurrence of an Event of Default, until this
        Note is
        paid in full, the Conversion Price shall automatically be reduced to the
        par
        value of the Common Stock.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      


      11.
        Security.
        Pursuant
        to a Security Agreement attached to the Agreement as Exhibit “C” (the “Security
        Agreement”), this Note is secured by a first-priority security interest in all
        existing and hereafter acquired assets (including all patents, software,
        trademarks and other intellectual property) owned by the Company (collectively,
        the “Collateral”). A default under the terms of this Note shall also constitute
        a default under the Security Agreement.

       

      12.
        Due
        on
        Sale Clause.
        IF THE
        COMPANY SHALL SELL, CONVEY, TRANSFER, ASSIGN OR FURTHER ENCUMBER THE COLLATERAL
        OR ANY PART THEREOF OR ANY INTEREST THEREIN, WHETHER LEGAL OR EQUITABLE,
        IN ANY
        MANNER (WHETHER VOLUNTARILY OR INVOLUNTARILY) NOT PERMITTED UNDER THE SECURITY
        AGREEMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER, WHICH CONSENT
        THE
        HOLDER SHALL HAVE NO OBLIGATION TO GIVE, THE HOLDER SHALL HAVE THE RIGHT,
        AT ITS
        OPTION, TO DECLARE THIS NOTE IMMEDIATELY DUE AND PAYABLE IRRESPECTIVE OF
        THE
        MATURITY DATE SPECIFIED HEREIN. ANY CONSENT BY THE HOLDER TO SUCH A TRANSFER
        MAY
        BE PREDICATED UPON SUCH TERMS, CONDITIONS AND COVENANTS AS MAY BE DEEMED
        ADVISABLE OR NECESSARY IN THE SOLE DISCRETION OF THE HOLDER, INCLUDING, BUT
        NOT
        LIMITED TO, THE RIGHT TO (I) REQUIRE THE TRANSFEREE'S ASSUMPTION OF PERSONAL
        LIABILITY ON THE DEBT HEREUNDER, (II) APPROVE THE FORM AND SUBSTANCE OF ALL
        TRANSFER AND ASSUMPTION DOCUMENTS, (III) CHANGE THE INTEREST RATE, DATE OF
        MATURITY AND AMOUNT AND/OR SCHEDULE OF PAYMENTS HEREUNDER AND (IV) CHARGE
        A FEE
        BASED ON A PERCENTAGE OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS NOTE. THE
        GRANTING OF PERMISSION FOR A TRANSFEREE OF THE COLLATERAL TO ASSUME THIS
        NOTE
        SHALL NOT IN ANY MANNER BE DEEMED A CONSENT TO ANY SUBSEQUENT TRANSFER, AND
        THE
        HOLDER SHALL RETAIN THE RIGHT TO CONSENT TO SUCH SUBSEQUENT TRANSFER OR
        TRANSFERS ON THE TERMS AND CONDITIONS STATED ABOVE. CONSENT TO ONE SUCH TRANSFER
        SHALL NOT BE DEEMED TO BE A WAIVER OF THE RIGHT OF SUCH CONSENT TO FURTHER
        OR
        SUCCESSIVE TRANSFERS.
        NO
        ASSUMPTION OR CONSENT TO ANY SUBSEQUENT TRANSFER SHALL BE DEEMED TO CONSTITUTE
        A
        RELEASE OF THE COMPANY'S OBLIGATIONS HEREUNDER.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      13. Enforceability;
        Maximum Interest Rate.

       

      (a)
        In
        case any provision of this Note is held by a court of competent jurisdiction
        to
        be excessive in scope or otherwise invalid or unenforceable, such provision
        shall be adjusted rather than voided, if possible, so that it is enforceable
        to
        the maximum extent possible, and the validity and enforceability of the
        remaining provisions of this Note shall not in any way be affected or impaired
        thereby.

       

      (b)
        Notwithstanding anything to the contrary contained in this Note, the Company
        shall not be obligated to pay, and the Holder shall not be entitled to charge,
        collect, receive, reserve or take interest ("interest" being defined, for
        purposes of this paragraph, as the aggregate of all charges which constitute
        interest under applicable law that are contracted for, charged, reserved,
        received or paid under this Note) in excess of the maximum rate allowed by
        applicable law. During any period of time in which the interest rate specified
        herein exceeds such maximum rate, interest shall accrue and be payable at
        such
        maximum rate. For purposes of this Note, the term "applicable law" shall
        mean
        that law in effect from time-to-time and applicable to the transaction between
        the Company and the Holder which lawfully permits the charging and collection
        of
        the highest permissible rate of interest on such transaction and this Note,
        including the laws of the State of Kansas and, to the extent controlling,
        laws
        of the United States of America.

       

      14.
        Entire
        Agreement.
        This
        Note, together with the Agreement and the Security Agreement and any exhibits
        or
        schedules attached thereto, and any addenda to any of the foregoing, constitute
        the full and entire understanding between the Company and the Holder with
        respect to the subject matter hereof and thereof and supersede all prior
        negotiations, agreements and understandings, written or oral, with respect
        to
        such subject matter. No provision of this Note shall be amended, waived,
        discharged or terminated other than by a written instrument signed by the
        Company and the Holder.

       

      15.
        Governing
        Law.
        This
        Note shall be governed by and construed in accordance with the laws of the
        State
        of Kansas without giving effect to applicable principles of conflict of law.
        The
        Company hereby agrees that the exclusive venue for resolution of any case
        or
        controversy arising out of or in connection with this Note shall be the State
        of
        Kansas.

       

      16. Headings.
        The
        headings in this Note are for convenience only, and shall not be used in
        the
        construction of this Note.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Company has caused this Note to be duly executed by
        its
        duly authorized officers on the date first written above.

      


      “Company”

       

      NICKLEBYS.COM,
        INC.

       

      By:  /s/
        James W. France

      
        
          

        

      

      President

       

      By:  /s/
        Robert Ostrander

      
        
          

        

      

      Secretary

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        I

       

      NOTICE
        OF CONVERSION

       

      (To
        Be
        Executed by the Registered Holder in Order to Convert the Note)

      


      The
        undersigned hereby irrevocably elects to convert $____________________
in
        principal amount of the 12% Senior Secured Convertible Promissory Note Due
        February 28, 2006 (the “Note”),
        into ____________________ shares
        of
        Common Stock of Nicklebys.com, Inc. ( the “Company”), according to the terms and
        conditions set forth in the Note, as of the date specified below.
        In
        addition, the undersigned hereby irrevocably elects to convert $__________
        in
        accrued
        interest and $__________ in
        accrued liquidated damages into an additional _____________ shares
        of
        Common Stock of the Company according to the terms and conditions set forth
        in
        the Note. If securities are to be issued to a person other than the undersigned,
        the undersigned agrees to pay all applicable transfer taxes with respect
        thereto.

       

      The
        undersigned represents that he, she or it, as of this date, is an "accredited
        investor" as such term is defined in Rule 501(a) of Regulation D under the
        1933
        Act.

       

      The
        undersigned also represents that the Optional Conversion Shares (as defined
        in
        the Note) are being acquired for the undersigned’s own account and not as a
        nominee for any other person. The undersigned represents and warrants that
        all
        offers and sales by the undersigned of the Optional Conversion Shares shall
        be
        made pursuant to registration of the same under the 1933 Act, or pursuant
        to an
        exemption from registration under the 1933 Act. The undersigned acknowledges
        that the Optional Conversion Shares shall, if (and only if) required by law,
        contain the legend contained on page 1 of the Note.

      Conversion
        Date:

       

      Applicable
        Conversion Price:_____________________________

       

      Total
        Optional Conversion Shares:__________________________

       

      Holder:_____________________________________

      (Print
        Legal Name and Title)

       

      __________________________________________________________

      (Signature
        of Duly Authorized Representative of Holder) 

       

      Address
        of Holder:______________________________________________

                                       
        ______________________________________________

       

       

      
        
          
          

        

        
          -9-