**Exhibit 4.1**

Promissory Note issued toSausalito Capital Partners I, LLC

**THE SECURITIES REPRESENTED BY THISNOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,AS AMENDED (THE “1933 ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATESECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FORPURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933ACT, 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 THEPROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANTTO AN EFFECTIVE REGISTRATION STATEMENT.**

**10%CONVERTIBLE PROMISSORY NOTE**

San Rafael,California

July 5, 2006

FOR VALUERECEIVED, 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 theaddress of Lender set forth herein, the principal amount of $500,000.00 (the “Loan”),together with Interest.  This PromissoryNote (“Note”) has been executed by Borrower on the date set forth above(the “Effective Date”).

1.             Interest.  The Loanshall bear interest at a rate of ten percent (10%) (“Default Interest Rate”),compounded monthly (“Interest”) from the Effective Date and continuing untilpayment 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 InterestRate.

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

3.             Conversion.  In Lender’sdiscretion, at any time prior to the consummation of the Private Placement,Lender may convert all of the outstanding principal amount of this Note intotwenty five percent (25%) of the fully diluted common stock of the Company (the“Common Stock”) following the merger of the Borrower into a piggyback-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 anysums incurred by Lender for the payment of any expenses in enforcing the termsof this Note, (ii) then to the payment of the Default Interest Rate, (iii) thento the payment of the Interest Rate, and (iv) then to the reduction of theLoan.

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

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

6.             Transfer.  This Note maybe transferred by Lender at any time, provided that such transfer complies withapplicable securities laws.

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

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

7.2.          Abreach of any representation, warranty, covenant or other provision of thisNote or the Loan Agreement, which, if capable of being cured, is not curedwithin three days following notice thereof to the Company;

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

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

8.             Miscellaneous.

8.1.          Successorsand Assigns.  Subject to the exceptions specifically setforth in this Note and the Loan Agreement, the terms and conditions of thisNote shall inure to the benefit of and be binding upon the respectiveexecutors, administrators, heirs, successors and permitted assigns of theparties.  This Note (or a portion hereof)may be assigned by Lender without the consent of Borrower.

8.2.          Lossor Mutilation of Note.  Upon receipt by Borrower of evidencesatisfactory to Borrower of the loss, theft, destruction or mutilation of thisNote, together with indemnity reasonably satisfactory to Borrower, in the caseof 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 newpromissory note of like tenor and denomination as this Note.

8.3.          Notices.  Any notice, demand, offer, request or othercommunication required or permitted to be given pursuant to the terms of thisNote shall be in writing and shall be deemed effectively given the earlier of(i) when received, (ii) when delivered personally, (iii) one business day afterbeing 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 postageprepaid, and addressed to the recipient at the addresses set forth below unlessanother 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 |
|                                  |        |  |

 

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| 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.  ThisNote shall be governed in all respects by the laws of the State of Washingtonas applied to agreements entered into and performed entirely within the Stateof Washington by residents thereof, without regard to any provisions thereofrelating to conflicts of laws among different jurisdictions.

8.5           Waiverand Amendment.  Any term of this Note may be amended, waivedor 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 exercisingany of its rights, remedies, powers or privileges hereunder or at law or inequity and no course of dealing between Lender and the undersigned or any otherperson shall be deemed a waiver by Lender of any such rights, remedies, powersor privileges, even if such delay or omission is continuous or repeated, norshall any single or partial exercise of any right, remedy, power or privilegepreclude any other or further exercise thereof by Lender or the exercise of anyother right, remedy, power or privilege by Lender.  The rights and remedies of Lender describedherein shall be cumulative and not restrictive of any other rights or remediesavailable under any other instrument, at law or in equity.  If an Event of Default occurs, Borroweragrees to pay, in addition to the Loan and Interest payable thereon, reasonableattorneys’ fees and any other reasonable costs incurred by Lender in connectionwith its pursuit of its remedies under this Note.

*  * *  *

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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 |

 

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