Exhibit 4.1
    

    
      PROMISSORY NOTE
    

    
    	
          $8,750.00
        	
          January 9, 2009
        


    

    
                          FOR VALUE RECEIVED, and intending to be legally
      bound, Frezer, Inc. (the “Maker”), hereby unconditionally and
      irrevocably promises to pay to the order of Vero Management, LLC (the
      “Payee”), in lawful money of the United States of America, the sum of
      eight thousand, seven hundred and fifty dollars ($8,750.00) on such date
      that the Payee, by delivery of written notice to the Maker, demands
      payment of all obligations hereunder, without presentment for payment,
      diligence, grace, exhibition of this Promissory Note, protest, further
      demand or notice of any kind, all of which are hereby expressly waived
      (the “Maturity Date”).
    

    
                          Interest shall accrue on the outstanding principal
      balance of this Promissory Note on the basis of a 360-day year daily
      from the date the Maker receives the funds from the Payee until paid in
      full at the rate of five percent (5.0%) per annum, and shall be due and
      payable at the Maturity Date, or the prepayment date, if any, whichever
      is earlier.  This Promissory Note may be prepaid in
      whole or in part at any time or from time to time prior to the Maturity
      Date.
    

    
                          For purposes of this Promissory Note, an "Event of
      Default" shall occur if the Maker shall: (i) fail to pay the entire
      principal amount of this Promissory Note when due and payable, (ii)
      admit in writing its inability to pay any of its monetary obligations
      under this Promissory Note, (iii) make a general assignment of its
      assets for the benefit of creditors, or (iv) allow any proceeding to be
      instituted by or against it seeking relief from or by creditors,
      including, without limitation, any bankruptcy proceedings.
    

    
                          In the event that an Event of Default has occurred,
      the Payee or any other holder of this Promissory Note may, by notice to
      the Maker, declare this entire Promissory Note to be forthwith
      immediately due and payable, without presentment, demand, protest or
      further notice of any kind, all of which are hereby expressly waived by
      the Maker.  In the event that an Event of Default consisting of a
      voluntary or involuntary bankruptcy filing has occurred, then this
      entire Promissory Note shall automatically become due and payable
      without any notice or other action by Payee.  Commencing five days after
      the occurrence of any Event of Default, the interest rate on this Note
      shall accrue at the rate of 18% per annum.
    

    
                          The nonexercise or delay by the Payee or any other
      holder of this Promissory Note of any of its rights hereunder in any
      particular instance shall not constitute a waiver thereof in that or any
      subsequent instance.  No waiver of any right shall be effective unless
      in writing signed by the Payee, and no waiver on one or more occasions
      shall be conclusive as a bar to or waiver of any right on any other
      occasion.
    

    
                          Should any part of the indebtedness evidenced hereby
      be collected by law or through an attorney-at-law, the Payee or any
      other holder of this Promissory Note shall, if permitted by applicable
      law, be entitled to collect from the Maker all reasonable costs of
      collection, including, without limitation, attorneys’ fees.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                          All notices and other communications must be in
      writing to the address of the party set forth in the first paragraph
      hereof and shall be deemed to have been received when delivered
      personally (which shall include via an overnight courier service) or, if
      mailed, three (3) business days after having been mailed by registered
      or certified mail, return receipt requested, postage prepaid. The
      parties may designate by notice to each other any new address for the
      purpose of this Promissory Note.
    

    
                          Maker hereby forever waives presentment, demand,
      presentment for payment, protest, notice of protest, and notice of
      dishonor of this Promissory Note and all other demands and notices in
      connection with the delivery, acceptance, performance and enforcement of
      this Promissory Note.
    

    
                          This Promissory Note shall be binding upon the
      successors and assigns of the Maker, and shall be binding upon, and
      inure to the benefit of, the successors, heirs, legatees and assigns of
      the Payee.
    

    
                          This Promissory Note shall be governed by and
      construed in accordance with the internal laws of the State of
      Nevada.  All disputes between the Maker and the Payee relating in any
      way to this Promissory Note shall be resolved only by state and federal
      courts located in Nevada, and the courts to which an appeal therefrom
      may be taken.
    

    
                         IN WITNESS WHEREOF, the undersigned Maker has
      executed this Promissory Note as of January 9, 2009.
    

    
    	
           
        	
          MAKER:
        
	

        	

        	
           
        
	

        	
          FREZER, INC.
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Kevin R. Keating
          

        
	

        	

        	
          
            Name: Kevin R. Keating
          

        
	

        	

        	
          Title: President
        


    

    
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