Exhibit
      4.1


    
 

    DEMAND
      NOTE

    


    


    
      	
              U.S.
                $300,000.00

            	
              December
                1, 2008

            


    

    


    


    FOR
      VALUE
      RECEIVED, the undersigned, RUBBER RESEARCH ELASTOMERICS, INC., a Minnesota
      corporation, (the “Borrower”) promises to pay to the order of RIVIERA
      INVESTMENTS, INC., a
      California corporation (the “Lender”), the principal sum of THREE
      HUNDRED THOUSAND AND NO/100THS DOLLARS
      ($300,000.00) ON DEMAND, or if no earlier demand has been made, on November
      15,
      2009 (the earlier of such dates being the “Termination Date”).

    


    The
      Borrower promises to pay interest (computed on the basis of the number of days
      elapsed in a year of 360 days) on the unpaid principal amount hereof from the
      date hereof until such principal amount is paid in full at a fluctuating annual
      rate equal to 10% per annum above the Prime Rate of Interest; provided,
      however,
      that
      notwithstanding anything to the contrary contained herein, upon the occurrence
      and during the continuance of any Default or Event of Default, the rate of
      interest hereunder shall be 12% per annum above the Prime Rate of Interest.
      The
      term "Prime Rate of Interest" shall mean the prime rate of interest published
      from time to time in the Wall Street Journal as the prime rate; provided,
      however that: (a) if a range of rates is published, then the Prime Rate of
      Interest means the highest rate within the range; and (b) if the Wall Street
      Journal does not publish the Prime Rate of Interest, then the term "Prime Rate
      of Interest" shall mean the rate of interest publicly announced by U.S. Bank,
      National Association, Minneapolis Office, as its Prime Rate, Base Rate,
      Reference Rate or the equivalent of such rate, whether or not such bank makes
      loans to customers at, above, or below said rate. Interest shall be due and
      payable on the first day of each month (each such date being an “Interest
      Payment Date”), commencing December 1, 2008, and at the maturity hereof.
      Interest accruing after the maturity hereof shall be due and payable upon
      demand. Each change in the fluctuating interest rate shall take effect
      simultaneously with the corresponding change in the Prime Rate of
      Interest.

    


    At
      the
      written request of the Borrower, accrued interest hereunder shall be added
      to
      the principal balance of the Loan on each Interest Payment Date rather than
      being payable in cash (interest that is added to the principal balance shall
      be
      referred to herein as “PIK Interest”). Unless prohibited under applicable law,
      PIK Interest shall itself shall bear interest from and after the related
      Interest Payment Date at the interest rate set forth in the immediately
      preceding paragraph and shall be payable at maturity. All amounts of accrued
      PIK
      Interest as of each Interest Payment Date shall no longer be deemed to be
      accrued and unpaid interest on the outstanding principal of the Loan, but shall
      be considered principal until paid. Any accrued interest which for any reason
      has not theretofore been paid shall be due and payable in full on the
      Termination Date.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      DEMAND
        NOTE

      Page
        2

      
        	
                U.S.
                  $300,000.00

              	
                December
                  1, 2008

              


      

      
 

       

    

    Both
      principal and interest are payable in lawful money of the United States of
      America to the Lender at 1138 Hartzell Street, Pacific Palisades, CA 90272
      (or
      other location specified by the Lender) in immediately available
      funds.

    


    This
      Note
      is the Demand Note referred to in, and is entitled to the benefits of, the
      letter loan agreement dated as of November 13, 2008 (letter loan agreement
      as it
      may be amended, modified, supplemented or restated from time to time being
      the
“Loan Agreement”) between the Borrower and the Lender. The Loan Agreement, among
      other things, (i) contains provisions for acceleration of the maturity hereof
      upon the happening of certain stated events prior to the maturity hereof upon
      the terms and conditions therein specified; (ii) contains provisions for the
      mandatory prepayment hereof, upon certain conditions; and (iii) permits the
      voluntary prepayment hereof, without premium or penalty, upon certain
      conditions.

    


    It
      is
      expressly stipulated and agreed to be the intent of the Borrower and the Lender
      at all times to comply with applicable state law or applicable United States
      federal law (to the extent that it permits the Lender to contract for, charge,
      take, reserve, or receive a greater amount of interest than permitted under
      state law) and that this section shall control every other covenant and
      agreement in this Note and any other Loan Document. If the applicable law is
      ever judicially interpreted so as to render usurious any sums paid or agreed
      to
      be paid to Lender for the use, forbearance or detention of money called for
      under this Note or under any other Loan Documents, or contracted for, charged,
      taken, reserved, or received with respect to the indebtedness evidenced by
      this
      Note (“Indebtedness”), or if the Lender’s exercise of the option to demand
      payment or to accelerate the maturity of this Note, or if any prepayment by
      the
      Borrower results in the Borrower having paid any sums paid or agreed to be
      paid
      to Beneficiary for the use, forbearance or detention of money in excess of
      that
      permitted by applicable law, then it is the Borrower’s and the Lender’s express
      intent that all excess amounts theretofore collected by the Lender shall be
      credited on the principal balance of this Note and all other Indebtedness (or,
      if this Note and all other Indebtedness have been or would thereby be paid
      in
      full, refunded to Borrower), and the provisions of this Note and the other
      Loan
      Documents shall immediately be deemed reformed and the amounts thereafter
      collectible hereunder and thereunder reduced, without the necessity of the
      execution of any new documents, so as to comply with the applicable law, but
      so
      as to permit the recovery of the fullest amount otherwise called for hereunder
      or thereunder. All sums paid or agreed to be paid to the Lender for the use,
      forbearance, or detention of the Indebtedness shall, to the extent permitted
      by
      applicable law, be amortized, prorated, allocated, and spread throughout the
      full stated term of the Indebtedness until payment in full so that the rate
      or
      amount of interest on account of the Indebtedness does not exceed the maximum
      lawful rate from time to time in effect and applicable to the Indebtedness
      for
      so long as the Indebtedness is outstanding.

    


    Presentment
      and demand for payment, notice of dishonor, protest and notice of protest are
      hereby waived. In the event of default, the Borrower agrees to pay costs of
      collection and reasonable attorneys’ fees (whether or not suit is commenced),
      including, without limitation, attorneys’ fees and legal expenses incurred in
      connection with any appeal of a lower court’s judgment or order.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      DEMAND
        NOTE

      Page
        3

      
        	
                U.S.
                  $300,000.00

              	
                December
                  1, 2008

              


      

      
 

      
 

    

    
      	 	
              RUBBER
                RESEARCH ELASTOMERICS, INC.

            
	 	 
	 	
              By:
                /s/ Michael D.
                Nugent                                            
                

            
	 	
              Its:       Chairman
                of the Board of Directors

            


    

    


    


    Subscribed
      and sworn to before me

    this
      1st
      day of
      December, 2008.

    


    


    /s/
      Catherine N.
      Brannon                


    Notary
      Public