EXHIBIT 4.1
                       SECURED CONVERTIBLE PROMISSORY NOTE

$750,000                                                        October 28, 2005

      FOR VALUE RECEIVED,  the undersigned,  EL CAPITAN PRECIOUS METALS, INC., a
Nevada  corporation  (the  "Maker"),  hereby  promises  to pay to the  order  of
Whitebox   Intermarket   Partners,   L.P.,  a  British  Virgin  Islands  limited
partnership,  or its  assigns  (the  "Payee"),  at such  place as the  Payee may
designate in writing,  the principal sum of Seven Hundred Fifty Thousand Dollars
($750,000), under the terms set forth herein.

1. Interest.  The unpaid principal  balance hereof from time to time outstanding
shall bear  interest  from the date hereof at the rate of eight percent (8%) per
annum.

2. Payment of Interest  and  Principal.  The  principal  and interest  hereof is
payable as follows:

      (a) On each of November 25 and December  25, 2005,  and on each of January
25,  February  25,  March  25  and  April  25,  2006,   payments  of  $5,000.00,
representing accrued, but unpaid,  interest on the outstanding principal balance
hereof, shall be due and payable.

      (b) The entire outstanding  principal amount of the Note together with all
accrued,  but  unpaid,  interest  shall  thereafter  be due in full in a balloon
payment on April 28, 2007 (the "Scheduled Maturity Date").

      (c) Maker cannot  prepay this Note prior to the  Scheduled  Maturity  Date
without Payee's prior written consent,  except as provided in this Section 2(c).
On May 25, 2006,  and on the 25th day of each of the following 11 months,  Maker
may, at its election,  prepay a portion of this Note (with all payments  applied
first to accrued, but unpaid, interest and then to principal) by the issuance of
shares of its $0.001 par value common stock (the "Common Stock"),  as follows (a
"Monthly Stock Prepayment"):

            (i) To make a Monthly  Stock  Prepayment as of any  particular  date
above,  the Maker must give the Payee  written  notice not less than 30 calendar
days prior to the intended Monthly Stock Prepayment date of the dollar amount of
the  intended  prepayment.  After  application  of the  limitations  below,  the
prepayment must be for at least $50,000, but cannot exceed $100,000. Once having
given such notice,  the Maker is required to make the  particular  Monthly Stock
Prepayment in accordance  with, and subject to the  limitations of, this Section
2(c).

            (ii) The number of shares of Common Stock which may be issued to pay
all or any  portion of a  particular  Monthly  Stock  Prepayment  amount may not
exceed the lesser of (i) 15% of the aggregate  number of traded shares of Common
Stock reported on the Nasdaq System (or if not then traded on the Nasdaq System,
on the OTC Bulletin  Board as reported by  bigcharts.com,  or if this service is
discontinued,  such other reporting service acceptable to Payee) for the trading
days in the 30 calendar days immediately preceding such Monthly Stock Prepayment
date or (ii) the greatest number of shares of Common Stock which,  when added to
the number of shares of Common Stock  "Beneficially  Owned"  (within the meaning
set  forth in  subsection  3(c)  below)  by  Payee,  would  not  cause  Payee to
Beneficially  Own more than 4.99% of the Maker's  outstanding  Common Stock.  In
computing  under this Section  2(c)(ii) the  aggregate  number of traded  shares
during any time  period,  the Maker shall  exclude (i) shares sold by or for the
account or at the direction of the Maker,  officers or directors of Maker or any
members of their  immediate  families or any affiliates of Maker and (ii) shares
determined  solely  by Payee  (for  which  Payee  shall so  inform  the Maker in
writing) to represent unlawful or potentially unlawful sales.

<PAGE>

            (iii) Maker may make a Monthly Stock Prepayment only if, at the time
of such  payment,  Maker has in effect a  registration  statement on Form S-3 or
SB-2 with the U.S. Securities and Exchange Commission (the "SEC") and applicable
state securities laws covering the original issuance of such shares by the Maker
or the resale of such shares by the Payee (the "Registration Statement").

            (iv) The  per-share  value  of the  Common  Stock as of a  specified
Monthly  Stock  Prepayment  date for the  purposes of this  Section  2(c) is 85%
(rounded to the nearest  $.01) of the average  (rounded to the nearest  $.01) of
the high closing bid prices of Maker's  Common Stock on the Nasdaq System (or if
not then traded on the Nasdaq System, then on the OTC Bulletin Board as reported
by  bigcharts.com,  or if this  service is  discontinued,  such other  reporting
service  acceptable  to Payee) for the trading days during the 30 calendar  days
immediately preceding the particular Monthly Stock Prepayment date.

            (v)  Payment by Common  Stock shall be deemed to be made by Maker by
giving  written notice to the Payee of the number of shares being issued in such
payment, and the Maker's calculation of the per-share market value under Section
2(c)(iv) above;  provided that certificates  representing  those shares are (and
they shall be)  delivered  to Payee  within 20 calendar  days of the date of the
particular Monthly Stock Prepayment.

3. Conversion.

      (a) At any  time  prior to the  payment  of this  Note in full  (including
during the notice  period prior to any Monthly  Stock  Prepayment by the Maker),
the  Payee may give the Maker  written  notice  (the  "Payee's  Notice")  of its
intention  to convert all or any  portion of the  outstanding  principal  and/or
accrued but unpaid interest on this Note into shares of the Maker's Common Stock
based on a  conversion  rate of $0.50 per share (the  "Conversion  Rate").  Upon
receipt of the Payee's notice,  the Maker shall immediately  cause  certificates
representing  these shares to be delivered to Payee within 20 calendar  days of,
and Payment shall be deemed to have been made on, the date of such notice.

      (b)  The  Conversion  Rate  shall  be  adjusted   proportionally  for  any
subsequent  stock  dividend  or  split,   stock  combination  or  other  similar
recapitalization,  reclassification  or  reorganization  of or affecting Maker's
Common Stock.  Subject to Section 4, in case of any  consolidation  or merger to
which the Maker is a party  other  than a merger or  consolidation  in which the
Maker is the continuing  corporation,  or in case of any sale, transfer or other
disposition to another  corporation of all or  substantially  all of the Maker's
assets,  or in the case of any  statutory  exchange of  securities  with another
corporation  (including any exchange  effected in connection  with a merger of a
third  corporation into the Maker),  then instead of receiving shares of Maker's
Common  Stock,  Payee  shall have the right  thereafter  to receive the kind and
amount of shares of stock and  other  securities  and  property  which the Payee
would  have  owned or have been  entitled  to  receive  immediately  after  such
consolidation, merger, statutory exchange, sale or transfer had the same portion
of this Note been  converted  immediately  prior to the  effective  date of such
consolidation,  merger,  statutory  exchange,  sale or transfer and, in any such
case, if necessary,  appropriate  adjustment shall be made in the application of
the  provisions  set  forth in this  Section  with  respect  to the  rights  and
interests  thereafter of the Payee,  to the end that the provisions set forth in
this Section shall thereafter  correspondingly be made applicable,  as nearly as
may reasonably  be, in relation to any shares of stock and other  securities and
property thereafter  deliverable in connection with this Note. The provisions of
this subsection  shall similarly  apply to successive  consolidations,  mergers,
statutory exchanges, sales or transfers.

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<PAGE>

      (c) Despite anything above to the contrary, the Payee may not convert this
Note into Common  Stock  under this  Section 3 during the time period and to the
extent that the shares of Maker's Common Stock that the Payee could acquire upon
the conversion would cause Payee's Beneficial  Ownership of Maker's Common Stock
to exceed 4.99% of Maker's outstanding Common Stock; provided, however, that the
limitations  on the right to exercise a warrant for Common Stock being issued to
Payee in connection with this Note (the "Warrant"), as provided by such Warrant,
shall first reduce Payee's  Beneficial  Ownership of Maker's Common Stock before
limitation of Payee's  conversion rights hereunder;  and provided further,  that
the limitation of Payee's conversion rights hereunder shall first reduce Payee's
Beneficial  Ownership  before limiting the number of shares that Maker may issue
to Payee as prepayment hereunder pursuant to Section 2(c) above. The Payee will,
at the request of Maker, from time to time, notify Maker of Payee's  computation
of Payee's Beneficial  Ownership.  The parties shall compute Payee's "Beneficial
Ownership" of Maker's Common Stock in accordance with SEC Rule 13d-3. By written
notice to the Company,  Payee may waive the provisions of this Section 3(c), but
any such  waiver  shall  not be  effective  until  the 61st day  after  delivery
thereof.

      (d) If (but only if) the Common  Stock  shall be listed for trading on the
Nasdaq  System during the term of this Note,  then,  unless the Maker shall have
obtained the approval of its voting  shareholders to such issuance in accordance
with the rules of Nasdaq or such other  stock  market with which the Maker shall
be required to comply (but only to the extent required thereby), the Maker shall
not issue shares of Common Stock upon  conversion of the Note,  which when added
to the  number of shares of  Common  Stock  previously  issued by Maker (i) upon
conversion  of the Note and (ii) upon  exercise of the  Warrant,  would equal or
exceed 20% of the number of shares of the Maker's Common Stock which were issued
and outstanding on the date of issuance (the "Maximum Issuance Amount").  In the
event that a properly executed  conversion notice is received by the Maker which
would require the Maker to issue shares of Common Stock equal to or in excess of
the Maximum  Issuance Amount,  the Maker shall honor such conversion  request by
(i)  converting the Note into the number of shares of Common Stock stated in the
conversion  notice but not in excess of the Maximum  Issuance  Amount,  and (ii)
redeeming the number of shares of Common Stock stated in the  conversion  notice
equal to or in excess of the Maximum Issuance Amount in cash at a price equal to
the  then-current  fair  market  value  (i.e.,  the closing bid price of Maker's
Common Stock on the Nasdaq  System,  or if not then traded on the Nasdaq System,
then on the OTC Bulletin Board as reported by bigcharts.com,  or if this service
is discontinued,  such other reporting service  acceptable to Payee) on the date
of redemption.

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<PAGE>

4. Change in Control.  The Maker (and its  controlling  stockholders)  shall not
enter into a Change in Control of Maker  without  the prior  written  consent of
Payee.  For  purposes of this Note,  a "Change in  Control"  means (i) the sale,
transfer,  lease,  exchange or other  disposition of all or substantially all of
the assets of the Maker (in one transaction or in a series of  transactions)  to
any entity that is not controlled by or under common control with the Maker,  or
(ii) a merger, consolidation, change of ownership or reorganization if more than
50% of the  combined  voting  power  of the  continuing  or  surviving  entity's
securities outstanding immediately after such merger,  consolidation,  change of
ownership or reorganization is owned by persons who were not security holders of
the Maker immediately prior to such merger,  consolidation,  change of ownership
or reorganization.

5. Contingent  Additional Interest. In the event that Maker fails within 30 days
of the date hereof to file the Registration  Statement with the SEC, or fails to
obtain  effectiveness  under  the  Securities  Act  of  1933,  as  amended,  and
applicable state  securities laws of the Registration  Statement within 120 days
of the date  hereof  (all as  required  by the  terms of a  Registration  Rights
Agreement of this date between  Maker and Payee),  covering all of the shares of
Common Stock  issuable  upon  conversion  of this Note,  payment on this Note or
exercise of a Warrant  issued in connection  herewith,  then for each full month
thereafter  (prorated for partial  months) that either or both of these failures
continues (the "Failure Term"),  this Note shall accrue additional interest (the
"Contingent  Additional  Interest")  equal to the greater of $2,500 or 1% of the
outstanding  principal  balance  on this  Note as of the last  day of the  prior
month.  Despite the  foregoing,  if the Payee  consents (as  provided  under the
Registration  Rights  Agreement) to an extension of the filing or effective date
of  the  Registration   Statement  beyond  the  original  deadlines,   then  the
commencement of Contingent  Additional Interest hereunder shall be extended by a
like period.  Contingent  Additional  Interest will accrue  hereunder on a daily
basis.  Contingent  Additional Interest accrued hereunder prior to the Scheduled
Maturity  Date will be added to the  principal  balance  hereof (and will accrue
interest  thereon  as  provided  by  Section 1 above)  and is due in full on the
Scheduled Maturity Date.  Contingent Additional Interest accrued hereunder after
the  Scheduled  Maturity  Date is payable  on the 25th of each  month  until the
Registration Statement is filed and effective as provided above.

6. Security. The full and timely payment of this Note (together with the Maker's
obligations  under a Purchase  Agreement of this date  between  Maker and Payee)
shall be secured by a Security Agreement of this date (the "Security Agreement")
covering  all of Maker's  assets,  including  all of the  capital  stock of U.S.
Canadian Minerals,  Inc., a Nevada corporation ("UCAD"),  owned by Maker and the
Maker's interest in that certain joint venture with UCAD,  subject to a priority
security interest in 1,000,000 shares of UCAD capital stock granted by the Maker
to a third party ("UCAD Security Interest").  Upon the filing of a UCC financing
statement, the security interest granted under the Security Agreement shall be a
first priority security  interest  subordinate to no other secured rights except
for the UCAD Security  Interest,  in which Payee shall have a secondary security
interest.

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<PAGE>

7. Default.  The  occurrence  of any one or more of the  following  events shall
constitute  an event of  default,  upon  which  Payee  may  declare  the  entire
principal amount of this Note, together with all accrued but unpaid interest, to
be immediately due and payable in cash:

      (a) The Maker  shall fail to make  payment of  interest  on the Note under
Section 2(a) or any required payment of Contingent  Additional Interest when due
and payable  under  Section 5, and either such  failure is not cured within five
days after Payee gives written notice of such failure to Maker.

      (b) The Maker shall fail to make the balloon payment of principal required
by  Section  2(b) on the  Scheduled  Maturity  Date or to  make  (by the  timely
issuance  of  certificates  representing  shares of Common  Stock) any  required
Monthly  Stock  Prepayment  (once having given Payee  written  notice of Maker's
intention to do so) when due and payable  under  Section  2(c),  and either such
failure is not cured within five days after Payee gives  written  notice of such
failure to Maker.

      (c) The Maker shall be in material default of any term or provision of the
Purchase Agreement, the Security Agreement, the Registration Rights Agreement or
the  Warrant,  and such  failure is not cured  within ten days after Payee gives
written notice of such default to Maker.

      (d) The  Maker  fails to  obtain  the prior  written  consent  of Payee as
required by Section 4 above.

      (e) The Maker  shall  become  insolvent  or shall  fail to pay,  or become
unable to pay, its debts as they become due or any  bankruptcy,  reorganization,
debt  arrangement  or other  proceeding  under any  bankruptcy or insolvency law
shall be instituted by or against the Maker.

      (f) Any  representation or warranty of the Maker contained in the Purchase
Agreement,  the Registration  Rights  Agreement,  the Security  Agreement or the
Warrant shall have been false in any material respect on the Closing Date.

      (g) The Maker shall be in default under an  Additional  Note or Additional
Warrant,  if any,  issued  by Maker to Payee or its  affiliates  after  the date
hereof.

      Without  limiting the above, the Maker  acknowledges  that payments on the
various  dates in Sections 2 and 5 are of essence and that any failure to timely
pay the principal or interest  (within any permitted grace period) permits Payee
to declare this Note  immediately due in cash in its entirety  without any prior
notice of any kind to Maker, except for the specific notices provided above.

8. Applicable Law. THE VALIDITY,  CONSTRUCTION  AND  ENFORCEABILITY  OF THE NOTE
SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING
EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

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<PAGE>

9. Waivers. The Maker hereby waives presentment for payment, notice of dishonor,
protest  and notice of payment and all other  notices of any kind in  connection
with the enforcement of this Note.

10. No  Setoffs.  The Maker  shall pay  principal  and  interest  under the Note
without any deduction for any setoff or counterclaim.

11. Costs of Collection.  If this Note is not paid when due, the Maker shall pay
Payee's reasonable costs of collection, including reasonable attorney's fees.

                                        EL CAPITAN PRECIOUS METALS, INC.



                                        By: /s/ Charles C. Mottley
                                          --------------------------------------
                                           Charles C. Mottley, President and
                                           Chief Executive Officer


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