Exhibit 4.2


    Exhibit
      4.2

    FORM
      OF SUBORDINATED NOTE

    


    AT&S
      HOLDINGS, INC.

    Subordinated
      Note

    


    


    Amount
      $        No.
      AT&S 2005 -   

    


                                Registered
      Owner:       

    


    For
      value
      received, AT&S Holdings, Inc. (the "Company") promises
      to pay to the Registered Owner or registered assigns the principal
      amount
      of ________________ thousand dollars ($_________) on or prior to the Maturity
      Date, and to pay interest thereon at the rate of ____% per annum from
the
      Issue
      Date hereof, or from the most recent date to which interest has been
      paid,
      all as follows:

    


    
      	
              Issue
                Date

            	
              Term

            	
              Maturity
                Date

            	
              Interest
                Rate

            	
              Interest
                Due

            	
              Interest
                Payment

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


    This
      Note
      is one of a series of Notes (“Notes”) of the undersigned in an aggregate
      principal amount not to exceed Five million dollars ($5,000,000), and is subject
      to a resolution of the Board of Directors of the Company (“Resolution”).
      Reference is hereby made to the Resolution attached to this certificate for
      a
      description of the further provisions of this Note which further provisions
      shall for all purposes have the effect as if set forth in this
      place.

    


    The
      Note
      is issuable only as a registered Note without coupons in denominations of one
      thousand dollars ($1,000.00) or any multiple thereof. The holder
      of
      this Note may elect either: (i) to have interest on the principal
      amount
      compound on each anniversary of the Issue Date until paid in full on the
      Maturity Date; (ii) to receive one-half (1/2) of the Interest Payment in
      cash semi-annually; (iii) to receive one-fourth (1/4) of the Interest
      Payment in cash quarterly; or (iv) to receive the Interest Payment in cash
      annually on the anniversary
      of the Issue Date; or (iii) in
      return
      for one-half of one percent (.5%) reduction in the Interest Rate, to receive
      one-twelfth (1/12) of the Interest Payment in cash monthly. Interest payable
      for
      any payment period or portion of a payment period will be computed on the basis
      of the number of days elapsed in a 365-day year.

    


    Annual
      Interest Payments will be made no later than the anniversary of the
      Issue
      Date. Each monthly, quarterly or semi-annual Interest Payment installment or
      portion thereof, will be made no later than the last day of each month, quarter,
      or six-month period, as the case may be. If interest payments on the Note are
      annually compounded, the Registered Holder may direct, on one occasion only,
      by
      providing not less than 30 days advance notice to the Company, that the Company
      pay all earned but unpaid interest on the Note prior to maturity of the Note.
      Notwithstanding the foregoing, the Company may elect in its sole and absolute
      discretion to make any interest payment prior to the date it becomes due without
      penalty or premium of any kind. Payment of the principal amount and any earned
      but unpaid interest will be made no later than the Maturity Date.

    


    At
      the
      election of the Company, such payments may be deposited
      in the United States mail, postage prepaid, addressed to the holder
      of
      this
      Note at the address appearing upon the Note register maintained by the Company
      at the close of business ten (10) days prior to such payment date.
      Payment of the principal of and interest on this Note will be made
      at
      the
      office of the Company in such coin or currency of the United States of America
      as at the time of payment is legal tender for payment of public and private
      debts. In the event that any date on which principal of or interest on
this
      Note
      is payable is a Saturday or Sunday or day that is a legal holiday
      in the
      city of Kansas City, Missouri or the state of Missouri (a "Legal Holiday"),
      then
      such payment will be made on the next succeeding day which is not a Legal
      Holiday, without any interest or other payment in respect of such delay, with
      the same effect as if made on the date the payment was originally
      payable.

     

    All
      or
      any portion of this Note is subject to redemption at any time,
      upon
      30-day advance notice, at the election of the Company, at 100% of the principal
      amount so called for redemption, together with interest accrued to the date
      fixed for redemption, payable on the surrender of the Note for redemption.
      Notes, or portions thereof, for which redemption and payment provision is made
      will cease to bear
      interest from and after the date fixed for redemption. If this Note
      is
      redeemed
      in part only, a new Note for the portion not redeemed will be issued in the
      name
      of the holder on the cancellation of this Note.

    


    After
      36
      months from the purchase date of the Note, the Registered Holder may redeem
      this
      Note prior to maturity upon 60 days written notice to the Company. The date
      of redemption becomes the new maturity date of the Note. If the new maturity
      date results in a lower interest rate than the Company had been paying the
      holder based on the Company’s current interest rate schedule and the Note’s
      corresponding new maturity date, then the Company will withhold the amount
      of
      overpaid interest from the redemption payment. A penalty equal to six months
      interest will also be assessed for early redemption.

    


    Each
      holder of this Note agrees that the indebtedness evidenced by this Note is
      subordinated in right of payment to the prior payment in full of any and all
      indebtedness of the Company, whether outstanding on the date hereof or hereafter
      incurred. 

    


    If
      an
      Event of Default, as defined in the Resolution, occurs and is continuing, the
      principal of and accrued interest on the Note may be declared due and
      payable

    


    This
      Note
      is non-negotiable and may not be transferred without the prior written consent
      of the Company.

    


    This
      Note, including the validity hereof, will be construed in accordance with and
      governed by the laws of the state of Missouri.

    


    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly
      executed.

    


                            AT&S
      HOLDINGS,
      INC.

                            a
      Nevada
      corporation

    


    


                            By:__________________________________       

                                    (Authorized
      Officer)

                    Attest:_____________________________

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      following abbreviations, when used in the inscription on the face of this
      certificate, 

    shall
      be
      construed as though they were written out in full according to applicable laws
      or regulations:

    


    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT ______ Custodian _________

                                                    (Cust)                      (Minor)

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 
	
              JT
                TEN -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	
              Under
                Uniform Gifts to Minors Act of ___________

                                                                                  (State)

            
	
              TOD
                -

            	
              Transfer
                on death direction in event of owner’s death, to person named on face
                subject to TOD rules referenced

            	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

    


    CERTIFICATE
      TRANSFERS AND REDEMTIONS

    


    FOR
      VALUE RECEIVED the undersigned hereby:

    


    ______
      Sells, assigns and transfers unto       ___________________________________________________________________

                        (Name
      and Address of Assignee, Including Zip Code,  Must be Printed or
      Typewritten)

     

                      
       the within Certificate, and all rights thereunder, hereby
      irrevocably constituting and appointing ___________________ [or

                                  ________________]
      Attorney to
      transfer said Certificate on the books of the registrar, with full power of
      substitution in the

                                  premises.

     

                        _____________________  
       Please Insert Social
      Security or 

     Other
      Identifying Number of 

     New
      Order.

     

    ____ Permanently
      Changes the Name(s)  OLD
      NAME (Registration):_____________________________________    

    or
      Registration

                      NEW
      NAME (Registration):_____________________________________    

    


    ____ Surrendering
      the Certificate  Please
      Send Check to:_______________________________________________     

    at
      Maturity for Payment     
      _______________________________________________________________   

     

    Dated:_______________________     

    


    X_____________________________     Subscribed
      and sworn to before me this _____ 

    Registered
      Owner   day
      of
      _____________________, 200__.

    


    X_____________________________      ______________________________________             

    Registered
      Owner   Notary
      Public

                        My
      Commission Expires:__________________   

    X_____________________________      

    Registered
      Owner

    


    NOTICE:
      The signature must correspond with the name as it appears upon the face of
      the
      Certificate in every particular, without alteration or enlargement or any change
      whatever.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Resolution
      of the Board of Directors

    of

    AT&S
      Holdings, Inc.

    


    The
      following Resolution was unanimously adopted by the Board of Directors of
      AT&S Holdings, Inc. (“Company”) at a special meeting thereof held on the
      17th
      day of
      May, 2006.

    


    “BE
      IT
      RESOLVED, that the Company is authorized to duly issue its Subordinated Notes
      (“Notes”), designated as Series 2005, to be issued to individuals, trusts,
      corporations and non-corporate entities, or others, as determined by the Company
      and subject to the following terms:

    


    	·  	
            Amount:
              The Notes will be issued in a minimum denomination of $1,000 in registered
              form, without coupon, in the aggregate principal amount of up to
              $5,000,000;

          


    	·  	
            Date:
              The Notes will be dated on the date of issue which shall be the date
              of
              acceptance by the Company of the subscription for the Notes by the
              purchase thereof;

          


    	·  	
            Term:
              The Notes shall be offered with maturities up to 10
              years;

          


    	·  	
            Interest:
              The Notes shall bear interest at a rate as offered based on the maturity
              selected (from among those described in the Company’s current Prospectus
              for the Series 2005 Notes) at an annual rate (on the basis of a 365-day
              year) which will be stated on the face of the
              Note;

          


    	·  	
            Payment
              of Principal and Interest:
              Principal and interest due on the Notes will be paid at the times stated
              on the face of the Notes;

          


    	·  	
            Payment
              Procedures:
              Payment of principal and interest on the Notes will be mailed to the
              registered owner on the books of the Company on the date due as set
              forth
              in the Notes;

          


    	·  	
            Subordination:
              The Notes shall be subordinate to all other existing or future
              indebtedness of the Company, as to the payment of any principal or
              interest thereon. In addition, such subordination shall be continuing
              and
              will not require any reaffirmation by the holder of the note or his/her
              assigns, or other parties of interest;

          


    	·  	
            Redemption
              by Company:
              Any of the Series 2005 Subordinated Notes may be called at any time
              by the
              Company, upon no less than 60 days notice to the registered holder
              thereof
              with principal and accrued interest to be paid on said Note(s) called
              for
              redemption payable on the redemption date set forth in said
              Notes;

          


    	·  	
            Redemption
              by Holder:
              The Notes may be redeemed by the Holder with penalties and restrictions
              as
              set forth in the Notes.

          


    	·  	
            Restrictions:
              The Notes issued hereunder shall not provide any restriction on us
              for the
              payment of cash dividends, redemption or issuance of any class of stock,
              or the amount of other securities, which may be redeemed, purchased,
              or
              issued by us.

          


    	·  	
            Transfer:
              The Notes issued hereunder are non-negotiable and are not transferable
              without the prior written consent of the
              Company;

          


    	·  	
            Event
              of Default:
              An Event of Default shall occur in the payment of principal or interest
              if
              the same is not paid 30 days after such payment is due. The Holder
              of the
              Note shall have all rights as a creditor as provided by the laws of
              Missouri. No officer, director, employee, parent or subsidiary shall
              be
              liable for payment of the Notes.

          


    


    The
      Company, at the direction of the President, shall carry out all authorizations
      necessary for the issuance, sale, and payment of the Notes.”

    


    CERTIFICATION

     

    The
      undersigned, the duly appointed President and Secretary of AT&S Holdings,
      Inc., hereby certifies that the Resolution set forth herein was duly authorized
      by the Board of Directors of AT&S Holdings, Inc. on the 17th
      day of
      May, 2006.

    


    _____________________            ______________________

    Richard
      G. Honan II, President    Richard
      G. Honan II, Secretary

    


    Dated:
      May 17, 2006