Exhibit 4.1


     

    
      

      

    

    
 

    EXHIBIT
      4.1

    


    Warrant

    


    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE
      NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE "ACT") OR
      APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS") AND SHALL NOT BE SOLD,
      PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR
      CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A
      FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE
      AS
      MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT
      THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE
      ACTS.

    


    WARRANT
      TO PURCHASE 200,000 SHARES OF COMMON STOCK

    


    ACROSS
      AMERICA FINANCIAL SERVICES, INC.

    (a
      Colorado Corporation)

    Not
      Transferable or Exercisable Except

    Upon
      Conditions Herein Specified

    Void
      after 5:00 O'Clock p.m.,

    Mountain
      Standard Time, on January 12, 2012

    


    


    ACROSS
      AMERICA REAL FINANCIAL SERVICES, INC, a Colorado corporation (the "Company")
      hereby certifies that SAFE HARBOR BUSINESS DEVELOPMENT COMPANY, a corporation
      organized under the laws of the State of Colorado, its registered successors
      and
      permitted assigns registered on the books of the Company maintained for such
      purposes as the registered holder hereof (the "Holder"), for value received,
      is
      entitled to purchase from the Company the number of fully paid and
      non-assessable shares of Common Stock of the Company (the "Shares"), stated
      above at the purchase price of $.01 per Share (the "Exercise Price") (the number
      of Shares and Exercise Price being subject to adjustment as hereinafter
      provided) upon the terms and conditions herein provided.

    


    1.
      Exercise
      of Warrants.

    


    (a)
      Subject to subsection (b) of this Section 1, upon presentation and surrender
      of
      this Warrant Certificate, with the attached Purchase Form duly executed, at
      the
      principal office of the Company at 700 17th Street, Suite 1200, Denver, CO
      80202, or at such other place as the Company may designate by notice to the
      Holder hereof, together with a certified or bank cashier's check payable to
      the
      order of the Company in the amount of the Exercise Price times the number of
      Shares being purchased, the Company shall deliver to the Holder hereof, as
      promptly as practicable, certificates representing the Shares being purchased.
      This Warrant may be exercised in whole or in part; and, in case of exercise
      hereof in part only, the Company, upon surrender hereof, will deliver to the
      Holder a new Warrant Certificate or Warrant Certificates of like tenor entitling
      the Holder to purchase the number of Shares as to which this Warrant has not
      been exercised.

    


    (b)
      This
      Warrant may be exercised in whole or in part at any time prior to 5:00 o'clock
      P.M., Mountain Standard Time, on January 12, 2012.

    


    2.
      Exchange
      and Transfer of Warrant.
      This
      Warrant (a) at any time prior to the exercise hereof, upon presentation and
      surrender to the Company, may be exchanged, alone or with other Warrants of
      like
      tenor registered in the name of the Holder, for another Warrant or other
      Warrants of like tenor in the name of such Holder exercisable for the same
      aggregate number of Shares as the Warrant or Warrants surrendered, and (b)
      may
      be sold, transferred, hypothecated or assigned, in whole or in
      part.

    


    3.
      Rights
      and Obligations of Warrant Holder.

    


    (a)
      The
      Holder of this Warrant Certificate shall not, by virtue hereof, be entitled
      to
      any rights of a stockholder in the Company, either at law or in equity;
      provided, however, in the event that any certificate representing the Shares
      is
      issued to the Holder hereof upon exercise of this Warrant, such Holder shall,
      for all purposes, be deemed to have become the holder of record of such Shares
      on the date on which this Warrant Certificate, together with a duly executed
      Purchase Form, was surrendered and payment of the Exercise Price was made,
      irrespective of the date of delivery of such Share certificate. The rights
      of
      the Holder of this Warrant are limited to those expressed herein and the Holder
      of this Warrant, by its acceptance hereof, consents to and agrees to be bound
      by
      and to comply with all the provisions of this Warrant Certificate, including,
      without limitation, all the obligations imposed upon the Holder hereof by
      Sections 2 and 5 hereof. In addition, the Holder of this Warrant Certificate,
      by
      accepting the same, agrees that the Company may deem and treat the person in
      whose name this Warrant Certificate is registered on the books of the Company
      maintained for such purpose as the absolute, true and lawful owner for all
      purposes whatsoever, notwithstanding any notation of ownership or other writing
      thereon, and the Company shall not be affected by any notice to the
      contrary.

    


    (b)
      No
      Holder of this Warrant Certificate, as such, shall be entitled to vote or
      receive distributions or to be deemed the holder of Shares for any purpose,
      nor
      shall anything contained in this Warrant Certificate be construed to confer
      upon
      any Holder of this Warrant Certificate, as such, any of the rights of a
      stockholder of the Company or any right to vote, give or withhold consent to
      any
      action by the Company, whether upon any recapitalization, issue of stock,
      reclassification of stock, merger, conveyance or otherwise, receive notice
      of
      meetings or other action affecting stockholders (except for notices provided
      for
      herein), receive distributions, subscription rights, or otherwise, until this
      Warrant shall have been exercised and the Shares purchasable upon the exercise
      thereof shall have become deliverable as provided herein; provided, however,
      that any such exercise on any date when the stock transfer books of the Company
      shall be closed shall constitute the person or persons in whose name or names
      the certificate or certificates for those Shares are to be issued as the record
      holder or holders thereof for all purposes at the opening of business on the
      next succeeding day on which such stock transfer books are open, and the Warrant
      surrendered shall not be deemed to have been exercised, in whole or in part
      as
      the case may be, until the next succeeding day on which stock transfer books
      are
      open for the purpose of determining entitlement to distributions on the
      Company's common stock.

    


     

    


    
      
        
          
          

        

        
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    4.
      Shares
      Underlying Warrants.
      The
      Company covenants and agrees that all Shares delivered upon exercise of this
      Warrant shall, upon delivery and payment therefore, be duly and validly
      authorized and issued, fully-paid and non-assessable, and free from all stamp
      taxes, liens, and charges with respect to the purchase thereof. In addition,
      the
      Company agrees at all times to reserve and keep available an authorized number
      of Shares sufficient to permit the exercise in full of this
      Warrant.

    


    5.
      Disposition
      of Warrants or Shares.

    


    (a)
      The
      holder of this Warrant Certificate and any transferee hereof or of the Shares
      issuable upon the exercise of the Warrant Certificate, by their acceptance
      hereof, hereby understand and agree that the Warrant, and the Shares issuable
      upon the exercise hereof, have not been registered under either the Securities
      Act of 1933 (the "Act") or applicable state securities laws (the "State Acts")
      and shall not be sold, pledged, hypothecated, donated, or otherwise transferred
      (whether or not for consideration) except upon the issuance to the Company
      of a
      favorable opinion of counsel or submission to the Company of such evidence
      as
      may be satisfactory to counsel to the Company, in each such case, to the effect
      that any such transfer shall not be in violation of the Act and the State Acts.
      It shall be a condition to the transfer of this Warrant that any transferee
      thereof deliver to the Company its written agreement to accept and be bound
      by
      all of the terms and conditions of this Warrant Certificate.

    


    (b)
      The
      stock certificates of the Company that will evidence the shares of Common Stock
      with respect to which this Warrant may be exercisable will be imprinted with
      conspicuous legend in substantially the following form:

    


    
      	
            	 	
              "The
                securities represented by this certificate have not been registered
                under
                either the Securities Act of 1933 (the "Act") or applicable state
                securities laws (the "State Acts") and shall not be sold, pledged,
                hypothecated, donated or otherwise transferred (whether or not for
                consideration) by the holder except upon the issuance to the Company
                of a
                favorable opinion of its counsel or submission to the company of
                such
                other evidence as may be satisfactory to counsel of the Company,
                in each
                such case, to the effect that any such transfer shall not be in violation
                of the Act and the State Acts."

            


    

    


    The
      Company does not file, and does not in the foreseeable future contemplate
      filing, periodic reports with the Securities and Exchange Commission ("SEC")
      pursuant to the provisions of the Securities Exchange Act of 1934, as amended.
      Except as provided in Section 8 of this Warrant, the Company has not agreed
      to
      register any of the holder's shares of Common Stock of the Company with respect
      to which this Warrant may be exercisable for distribution in accordance with
      the
      provisions of the Act or the State Acts and, the Company has not agreed to
      comply with any exemption from registration under the Act or the State Acts
      for
      the resale of the holder's shares of Common Stock of the Company with respect
      to
      which this Warrant may be exercised. Hence, it is the understanding of the
      holders of this Warrant that by virtue of the provisions of certain rules
      respecting "restricted securities" promulgated by the SEC, the shares of Common
      Stock of the Company with respect to which this Warrant may be exercisable
      may
      be required to be held indefinitely, unless and until registered under the
      Act
      and the State Acts, unless an exemption from such registration is available,
      in
      which case the holder may still be limited as to the number of shares of Common
      Stock of the Company with respect to which this Warrant may be exercised that
      may be sold.

    


     

    


    
      
        
          
          

        

        
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    6.
      Adjustments.
      The
      number of Shares purchasable upon the exercise of each Warrant is subject to
      adjustment from time to time upon the occurrence of any of the events enumerated
      below.

    


    (a)
      In
      case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its
      outstanding Shares into a greater number of Shares, (iii) combine its
      outstanding Shares into a smaller number of Shares, or (iv) issue, by
      reclassification of its Shares, any shares of its capital stock, the amount
      of
      Shares purchasable upon the exercise of each Warrant immediately prior thereto
      shall be adjusted so that the Holder shall be entitled to receive upon exercise
      of the Warrant that number of Shares which such Holder would have owned or
      would
      have been entitled to receive after the happening of such event had such Holder
      exercised the Warrant immediately prior to the record date, in the case of
      such
      dividend, or the effective date, in the case of any such subdivision,
      combination or reclassification. An adjustment made pursuant to this subsection
      (a) shall be made whenever any of such events shall occur, but shall become
      effective retroactively after such record date or such effective date, as the
      case may be, as to Warrants exercised between such record date or effective
      date
      and the date of happening of any such event.

    


    (b)
      In
      case the Company shall issue rights or warrants to all holders of its Shares
      entitling them to subscribe for or to purchase Shares at a price per Share
      which, when added to the amount of consideration received or receivable by
      the
      Company for such rights or warrants, is less than the Current Market Price
      (as
      hereinafter defined) per Share at the record date, the number of Shares
      purchasable upon the exercise of this Warrant shall be adjusted so that
      thereafter, until further adjusted, each Warrant shall entitle the Holder to
      purchase that number of Shares determined by multiplying the number of Shares
      purchasable hereunder by a fraction, the numerator of which shall be the number
      of additional Shares issuable upon the exercise of such rights or warrants,
      and
      the denominator of which shall be the number of Shares which an amount equal
      to
      the sum of (i) the aggregate exercise price of the total number of Shares
      issuable upon the exercise of such rights or warrants, and (ii) the aggregate
      amount of consideration, if any, received, or receivable by the Company for
      such
      rights or warrants, would purchase at such Current Market Price. Such adjustment
      shall be made whenever such rights or warrants are issued, but shall also be
      effective retroactively as to Warrants exercised between the record date for
      the
      determination of stockholders entitled to receive such rights or warrants and
      the date such rights or warrants are issued.

    


    (c)
      For
      the purpose of any computation under subsection (b) above, the Current Market
      Price per Share at any date shall be: (i) if the Shares are listed on any
      national securities exchange, the average of the daily closing prices for the
      15
      consecutive business days commencing 20 business days before the day in question
      (the "Trading Period"); (ii) if the Shares are not listed on any national
      securities exchange but are quoted on the National Association of Securities
      Dealers, Inc. Automated Quotation System ("NASDAQ"), the average of the high
      and
      low bids as reported by NASDAQ for the Trading Period; and (iii) if the Shares
      are neither listed on any national securities exchange nor quoted on NASDAQ,
      the
      higher of (x) the exercise price then in effect, or (y) the tangible book value
      per Share as of the end of the Company's immediately preceding fiscal
      year.

    


    
      
        
          
          

        

        
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    (d)
      No
      adjustment shall be required unless such adjustment would require an increase
      or
      decrease of at least 1% in the number of Shares purchasable hereunder; provided,
      however, that any adjustments which by reason of this subsection (d) are not
      required to be made shall be carried forward and taken into account in any
      subsequent adjustment. All calculations under this Section 6 shall be made
      to
      the nearest one-hundredth of a Share.

    


    (e)
      No
      adjustment shall be made in any of the following cases:

    


    (i)
      Upon
      the grant or exercise of stock options now or hereafter granted, or under any
      employee stock option or stock purchase plan now or hereafter authorized, to
      the
      extent that the aggregate of the number of Shares which may be purchased under
      such options and the number of Shares issued under such employee stock purchase
      plan is less than or equal to 10% of the number of Shares outstanding on January
      1 of the year of the grant or exercise;

    


    (ii)
      Shares issued upon the conversion of any of the Company's convertible or
      exchangeable securities;

    


    (iii)
      Shares issued in connection with the acquisition by the Company or by any
      subsidiary of the Company of 80% or more of the assets of another corporation
      or
      entity, and Shares issued in connection with the acquisition by the Company
      or
      by any subsidiary of the Company of 80% or more of the voting shares of another
      corporation (including Shares issued in connection with such acquisition of
      voting shares of such other corporation subsequent to the acquisition of an
      aggregate of 80% of such voting shares), Shares issued in a merger of the
      Company or a subsidiary of the Company with another corporation in which the
      Company or the Company's subsidiary is the surviving corporation, and Shares
      issued upon the conversion of other securities issued in connection with any
      such acquisition or in any such merger; and

    


    (iv)
      Shares issued pursuant to this Warrant and pursuant to all stock options and
      warrants outstanding on the date hereof.

    


    (f)
      Notice
      to Warrant Holders of Adjustment.
      Whenever
      the number of Shares purchasable hereunder is adjusted as herein provided,
      the
      Company shall cause to be mailed to the Holder in accordance with the provisions
      of this Section 6 a notice (i) stating that the number of Shares purchasable
      upon exercise of this Warrant have been adjusted, (ii) setting forth the
      adjusted number of Shares purchasable upon the exercise of a Warrant, and (iii)
      showing in reasonable detail the computations and the facts, including the
      amount of consideration received or deemed to have been received by the Company,
      upon which such adjustments are based.

    


    7.
      Fractional
      Shares.
      The
      Company shall not be required to issue any fraction of a Share upon the exercise
      of Warrants. If more than one Warrant shall be surrendered for exercise at
      one
      time by the same Holder, the number of full Shares which shall be issuable
      upon
      exercise thereof shall be computed on the basis of the aggregate number of
      Shares with respect to which this Warrant is exercised. If any fractional
      interest in a Share shall be deliverable upon the exercise of this Warrant,
      the
      Company shall make an adjustment therefor in cash equal to such fraction
      multiplied by the Current Market Price of the Shares on the business day next
      preceding the day of exercise.

    


     

    


    
      
        
          
          

        

        
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    8.
      Registration
      Rights.

    


    (a)       
      (i) If the Company at any time elects or proposes to register any of its Shares
      (the "Registration Shares") under the Securities Act of 1933 (the "Act") on
      Forms S-1, S-2, S-3 or S-18, or any successor registration statement forms
      in
      effect at such time (a "Registration Statement") with the Securities and
      Exchange Commission (the "SEC") pursuant to which Shares owned by any
      shareholder of the Company may be registered, the Company shall give prompt
      written notice (the "Registration Notice") to the Holder of its intention to
      register the Registration Shares.

    


    (ii)
      Within 15 days after the Registration Notice shall have been given to the
      Holder, the Holder shall give written notice to the Company (the "Holder
      Notice"), stating the number of Shares to be registered (the "Holder Shares")
      and the states in which the Holder wishes to register the Shares. In the event
      the Registration Notice is given by the Company prior to the time that this
      Warrant is otherwise exercisable pursuant to Section l(b) hereof, the Holder
      Notice shall be accompanied by this Warrant Certificate together with a duly
      executed Purchase Form and payment of the Exercise Price for the Holder Shares
      in accordance with Section 1 hereof.

    


    (iii)
      The
      Company shall use reasonable efforts to register the Holder Shares under the
      Act
      and the applicable state securities laws (the "State Acts") designated by the
      Holder in the Holder Notice. Anything contained herein to the contrary
      notwithstanding, the Company shall have the right to withdraw and discontinue
      registration of the Holder Shares at any time prior to the effective date of
      such Registration Statement if the registration of the Registration Shares
      is
      withdrawn or discontinued.

    


    (iv)
      The
      Company shall not be required to include any of the Holder Shares in any
      Registration Statement unless the Holder agrees, if so requested by the Company,
      to: (A) offer and sell the Holder Shares to or through an underwriter selected
      by the Company and, to the extent possible, on substantially the same terms
      and
      conditions under which the Registration Shares are to be offered and sold;
      (B)
      comply with any arrangements, terms and conditions with respect to the offer
      and
      sale of the Shares to which the Company may be required to agree; and (C) enter
      into any underwriting agreement containing customary terms and conditions,
      including provisions for the indemnification of the underwriters.

    


    (b)
      If
      the offering of the Registration Shares by the Company is, in whole or in part,
      an underwritten public offering, and if the managing underwriter determines
      and
      advises the Company in writing that the inclusion in such Registration Statement
      of all of the Holder Shares, together with the Shares of other persons who
      have
      exercised their right to include their Shares in the Registration Statement
      (collectively referred to as the "Aggregate Shares") would adversely affect
      the
      marketability of the offering of the Registration Shares, then the Holder shall
      be entitled to register a proportion, as determined in Subsection (b)(i) below,
      of such number of Aggregate Shares as the managing underwriter determines may
      be
      included without such adverse effects ("Aggregate Underwriter Shares"), subject
      to the terms, exceptions and conditions of this Section 8.

    


    (i)
      The
      proportion of the Aggregate Underwriter Shares which the Holder shall be
      entitled to register shall be equal to the ratio which the Holder Shares bears
      to the Aggregate Shares.

    


    
      
        
          
          

        

        
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    (c)
      The
      Company shall bear all costs and expenses of registration of the Registration
      Shares; provided, however, that the Holder shall bear all costs and expenses
      directly related to registration of the Holder Shares.

    


    (d)
      It
      shall be a condition precedent to the Company's obligation to register any
      Holder Shares pursuant to this Section 9 that the Holder provide the Company
      with all information and documents, and shall execute, acknowledge, seal and
      deliver all documents reasonably necessary, to enable the Company to comply
      with
      the Act, the State Acts, and all applicable laws, rules and regulations of
      the
      SEC or of any State Securities Commission.

    


    9.
      Loss
      or Destruction.
      Upon
      receipt of evidence satisfactory to the Company of the loss, theft, destruction,
      or mutilation of this Warrant Certificate and, in the case of any such loss,
      theft or destruction, upon delivery of an indemnity agreement or bond
      satisfactory in form, substance and amount to the Company or, in the case of
      any
      such mutilation, upon surrender and cancellation of this Warrant Certificate,
      the Company at its expense will execute and deliver, in lieu thereof, a new
      Warrant Certificate of like tenor.

    


    10.
      Survival.
      The
      various rights and obligations of the Holder hereof as set forth herein shall
      survive the exercise of the Warrants represented hereby and the surrender of
      this Warrant Certificate.

    


    11.
      Notices.
      Whenever
      any notice, payment of any purchase price, or other communication is required
      to
      be given or delivered under the terms of this Warrant, it shall be in writing
      and delivered by hand delivery or United States registered or certified mail,
      return receipt requested, postage prepaid, and will be deemed to have been
      given
      or delivered on the date such notice, purchase price or other communication
      is
      so delivered or posted, as the case may be; and, if to the Company, it will
      be
      addressed to the address specified in Section 1 hereof, and if to the Holder,
      it
      will be addressed to the registered Holder at its, his or her address as it
      appears on the books of the Company.

    


     

    
      	 	 	 
	 	ACROSS
              AMERICA FINANCIAL SERVICES. Inc.
	 
 	 
 	 
 
	 	  	 By:  
              /s/ Brian L. Klemsz
	 	
              
                

              

               

              Title: President

              
                
 

               

              Date:    January
                12, 2007

              
                
 

            
	 	 


    

     

     

    


    
      
        
          
          

        

        
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    PURCHASE
      FORM

    


    ______________,
      20__

    


    TO:
      ACROSS AMERICA FINANCIAL SERVICES. Inc.

    


    The
      undersigned hereby irrevocably elects to exercise the attached Warrant
      Certificate to the extent of __________ shares of the Common Stock, of ACROSS
      AMERICA FINANCIAL SERVICES. Inc. and hereby makes payment of $__________ in
      accordance with the provisions of Section 1 of the Warrant Certificate in
      payment of the purchase price thereof.

    


     

    INSTRUCTIONS
      FOR REGISTRATION OF STOCK

    


    Name:_______________________________________________

    (Please
      typewrite or print in block letters)

     

    


    Address:_____________________________________________ 

    


     

    


    SAFE
      HARBOR BUSINESS

    DEVELOPMENT
      COMPANY

    


    


    By:____________________________

    


    Its:____________________________

    


    Date:__________________________

    


    
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