Exhibit 4.2 







        The
securities represented by this Warrant and issuable upon exercise hereof have not been
registered under the United States Securities Act of 1933, as amended (the “1933
Act”), or under the provisions of any applicable state securities laws, but have been
acquired by the registered holder hereof for purposes of investment and in reliance on
statutory exemptions under the 1933 Act, and under any applicable state securities laws.
These securities and the securities issued upon exercise hereof may not be sold, pledged,
transferred or assigned, nor may this Warrant be exercised, except in a transaction which
is exempt under the provisions of the 1933 Act and any applicable state securities laws or
pursuant to an effective registration statement. 



VOID AFTER 5:00 P.M.
MOUNTAIN TIME ON JUNE 30, 2007 



WARRANT TO PURCHASE
__________ SHARES OF COMMON STOCK  



A4S TECHNOLOGIES, INC.  



No.         W-______  



        FOR
VALUE RECEIVED, A4S Technologies, Inc. (the “Company”), a Montana corporation
with its principal offices located at 3973 MT Hwy 35, Kalispell, MT 59901, hereby
certifies that _________________ at _____________________ (the “Holder”) is
entitled, subject to the provisions of this Warrant, to purchase from the Company, at any
time, or from time to time during the period commencing on the date hereof and expiring at
5:00 p.m. Mountain Time, on June 30, 2007 (the “Expiration Date”), up to
__________ fully paid and non-assessable shares of the Company’s Common Stock (the
“Warrant Stock”) at a price of $x.xx per share (the “Exercise Price”).
The number of shares of Warrant Stock and the Exercise Price may be adjusted from time to
time as hereinafter set forth. 



        The
Holder agrees with the Company that this Warrant is issued, and all the rights hereunder
shall be held subject to, all of the conditions, limitations and provisions set forth
herein. 



    1.           Exercise
of Warrant. Subject to the limitations set forth below in this           Section 1
and in Section 6 hereof, this Warrant may be exercised in whole or in           part,
during the period expiring at 5:00 p.m. Mountain Time on the Expiration           Date
or, if such day is a day on which banking institutions in Denver, Colorado           are
authorized by law to close, then on the next succeeding day that shall not           be
such a day, by presentation and surrender of this Warrant to the Company at           its
principal office, or at the office of its transfer agent, if any, with the
          Warrant Exercise Form attached hereto duly executed and accompanied by payment
          (either in cash or by certified or official bank check, payable to the order of
          the Company) of the Exercise Price for the number of shares specified in such
          form and instruments of transfer, if appropriate, duly executed by the Holder
or           his or her duly authorized attorney. As soon as practicable after each such
          exercise of the Warrants the Company shall issue and deliver to the Holder a
          certificate or certificates for the Warrant Stock, registered in the name of
the           Holder. If this Warrant should be exercised in part only, the Company
shall,           upon surrender of this Warrant for cancellation, execute and deliver a
new           Warrant evidencing the rights of the Holder thereof to purchase the balance
of           the shares purchasable hereunder. Upon receipt by the Company of this
Warrant,           together with the Exercise Price, at its office, or by the transfer
agent of the           Company, if any, at its office, in proper form for exercise, the
Holder shall be           deemed to be the holder of record of the shares of Warrant
Stock issuable upon           such exercise, notwithstanding that the stock transfer
books of the Company           shall then be closed or that certificates representing
such shares of Warrant           Stock shall not then be actually delivered to the
Holder. The Holder shall pay           any and all documentary, stamp or similar issue or
transfer taxes and fees           payable in respect of the issue or delivery of shares
of Warrant Stock on           exercise of this Warrant.  












    2.           Fractional
Shares. The Company shall not be required to issue a           fractional share upon
the exercise of this Warrant, and the aggregate number of           shares issuable will
be rounded up or down to the nearest full share.  



    3.           Limitation
on Transfer. Subject to the provisions of Sections 6 and 7           hereof, any
assignment or transfer of this Warrant shall be made by presentation           and
surrender of this Warrant to the Company at its principal office or at the
          office of its transfer agent, if any, accompanied by a duly executed Assignment
          Form, provided that the transfer complies with Section 7 of this Agreement.
Upon           the presentation and surrender of these items to the Company, the Company,
at           its sole expense, shall execute and deliver to the new Holder a new Warrant,
in           the name of the new Holder as named in the Assignment Form, and the Warrant
          presented or surrendered shall at that time be cancelled.  



    4.           Rights
of the Holder. The Holder shall not, by virtue hereof, be entitled           to any
rights of a shareholder in the Company, either at law or in equity, and           the
rights of the Holder are limited to those expressed in this Warrant.  



    5.           Anti-Dilution
Provisions.  



          
     5.1      Adjustment for
Recapitalization. If the Company shall at any time subdivide all its outstanding
shares of Common Stock (or other securities at the time receivable upon the exercise of
the Warrant) by recapitalization, reclassification or split-up thereof, or if the Company
shall declare a stock dividend or distribute shares of Common Stock to all of its
stockholders without receipt of cash payment or other valid consideration, the number of
shares of Common Stock subject to this Warrant immediately prior to such subdivision,
dividend or distribution shall be proportionately increased, and if the Company shall at
any time combine the outstanding shares of Common Stock by recapitalization,
reclassification or combination thereof, the number of shares of Common Stock subject to
this Warrant immediately prior to such combination shall be proportionately decreased.
Any such adjustment and adjustment to the Exercise Price pursuant to this Section 5.1
shall be effective at the close of business on the effective date of such subdivision or
combination or if any adjustment is the result of a stock dividend or distribution then
the effective date for such adjustment based thereon shall be the record date therefor.  



        Whenever
the number of shares of Warrant Stock purchasable upon the exercise of this Warrant is
adjusted, as provided in this Section 5.1, the Exercise Price shall be adjusted to the
nearest cent by multiplying such Exercise Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of shares of Warrant Stock
purchasable upon the exercise immediately prior to such adjustment, and (y) the
denominator of which shall be the number of shares of Warrant Stock so purchasable
immediately thereafter. 











          
     5.2      Adjustment for Reorganization,
Consolidation, Merger, Etc. In case of any reorganization of the Company (or any other
corporation, the securities of which are at the time receivable on the exercise of this
Warrant) or if the Company (or any such other corporation) shall consolidate with or merge
into another corporation or convey all or substantially all of its assets to another
corporation, then, and in each such case, the Holder of this Warrant upon the exercise
thereof as provided in Section 1 at any time after the consummation of such
reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu
of the securities and property receivable upon the exercise of this Warrant prior to such
consummation, the securities or property to which such Holder would have been entitled
upon such consummation if such Holder had exercised this Warrant immediately prior
thereto; in each such case, the terms of this Warrant shall be applicable to the
securities or property receivable upon the exercise of this Warrant after such
consummation. 



    6.           Restrictions
on Exercise Imposed by Federal and State Securities Laws.           Holder hereby
acknowledges that neither this Warrant nor any of the securities           that may be
acquired upon exercise of this Warrant have been registered under           the 1933 Act
or under the securities laws of any state. The Holder acknowledges           that, upon
exercise of this Warrant, the securities to be issued upon such           exercise may
come under applicable federal and state securities (or other) laws           requiring
registration, qualification or approval of governmental authorities           before such
securities may be validly issued or delivered upon notice of such           exercise.
With respect to any such securities, this Warrant may not be exercised           by, and
securities shall not be issued to, any Holder in which such exercise           would be
unlawful. As a condition to exercise, the Company may require the           Holder to
sign a representation letter confirming compliance with this Agreement           and
applicable federal and state securities laws and other applicable laws.  



    7.           Transfer
to Comply With the 1933 Act. This Warrant and any Warrant Stock           may not be
sold, transferred, pledged, hypothecated or otherwise disposed of           except as
follows:  



          
     
(1)                To
a person who, in the opinion of counsel to the Company, is a person to whom
          this Warrant or the Warrant Stock may legally be transferred without
          registration and without delivery of a current prospectus under the 1933 Act
          with respect thereto and then only against receipt of an agreement of such
          person to comply with the provisions of this Section 7 with respect to any
          resale or other disposition of such securities, or  



     
          
     (2)       
          To any person upon delivery of a prospectus then meeting the requirements of the
          1933 Act relating to such securities and the offering thereof for such sale or
          disposition, and thereafter to all successive assignees. 



        In
connection with any transfer request, the Company may require that an opinion of counsel
be provided by the Holder’s counsel, which counsel and opinion must be satisfactory
to the Company and the Company’s counsel.  













    8.           Legend.
Unless the shares of Warrant Stock have been registered under the           1933 Act,
upon exercise of any of the Warrants and the issuance of any of the           shares of
Warrant Stock, all certificates representing shares shall bear on the           face
thereof substantially the following legend, as well as any other legends
          necessary to comply with applicable state and federal laws for the issuance of
          such shares:  



	 	        The
shares represented by this Certificate have not been registered under the United States
Securities Act of 1933, as amended (“the 1933 Act”) or any state securities laws
and are “restricted securities” as that term is defined in Rule 144 under the
1933 Act. The shares may not be offered for sale, sold, pledged, hypothecated or otherwise
transferred except pursuant to an effective registration statement under the 1933 Act or
pursuant to an exemption from registration under the 1933 Act the availability of which is
to be established to the satisfaction of the Company. 







    9.        Registration
Rights.  




          
     9.1        Piggyback
Registrations. Whenever the Company proposes to register any of its securities under
the 1933 Act and the registration form to be used may be used for the registration of
Warrant Stock (a “Piggyback Registration”), the Company will give
written notice to the Holder with respect of the proposed offering at least 15 days
before the initial filing with the Securities and Exchange Commission (the “SEC”)
of such registration statement, and offer to include in such filing such Warrant Stock as
the Holder may request. The Holder desiring to have Warrant Stock registered under this
Section 9.1 shall advise the Company in writing within 10 days after the date
of receipt of such notice from the Company, setting forth the amount of such Warrant
Stock for which registration is requested. The Company shall thereupon include in such
filing the number of Warrant Stock for which registration is so requested, and shall use
its best efforts to effect registration under the 1933 Act of such Warrant Stock.
Notwithstanding anything in this Section 9 to the contrary, the Company shall not be
required to effect any Piggyback Registration for the Holder prior to one year following
the effective date of the registration statement pertaining to the Company’s initial
public offering of its Common Stock (the “IPO”).  




          
     9.2        Expenses
of Registration. The Registration Expenses (as defined in Section 9.6 below) will be
paid by the Company to the extent provided in Section 9.6 hereof.  



          
     9.3        Underwritten
Primary Offerings. If a Piggyback Registration is an underwritten primary
registration on behalf of holders of the Company’s securities, and the managing
underwriters advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be sold in an
orderly manner in such offering within a price range acceptable to the Company, the
Company will include in such registration: (i) first, the securities the Company
proposes to sell, and (ii) second, the Warrant Stock requested to be included in
such registration, pro rata among the holders of the Warrant Stock and other securities
requested to be included in such registration.  












          
     9.4        Underwritten
Secondary Offerings. If a Piggyback Registration is an underwritten secondary
registration on behalf of holders of the Company’s securities, and the managing
underwriters advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number that can be sold in an
orderly manner in such offering within a price range acceptable to the holders initially
requesting such registration, the Company will include in such registration, the Warrant
Stock requested to be included in such registration, pro rata among the holders of
Warrant Stock and other securities requested to be included in such registration.  




          
     9.5        Registration
Procedures. Whenever the Holders has requested that any Warrant Stock be registered
pursuant to this Warrant, the Company will use reasonable efforts to effect the
registration and the sale of such Warrant Stock in accordance with the intended method of
disposition thereof, and pursuant thereto the Company will as expeditiously as possible:  



    
          
         a.                     prepare
and file with the SEC a registration statement with respect to such           Warrant
Stock and use reasonable efforts to cause such registration statement to           become
effective;  



    
          
         b.                     prepare
and file with the SEC such amendments and supplements to such           registration
statement and the prospectus used in connection therewith as may be           reasonably
necessary to keep such registration statement effective for a period           equal to
the shorter of (i) one year and (ii) the time by which all securities           covered
by such registration statement have been sold;  



    
          
         c.                     furnish
to each seller of Warrant Stock such number of copies of such           registration
statement, each amendment and supplement thereto, the prospectus           included in
such registration statement (including each preliminary prospectus)           and such
other documents as such seller may reasonably request in order to           facilitate
the disposition of the Warrant Stock owned by such seller;  



    
          
         d.                     use
reasonable efforts to register or qualify such Warrant Stock under such           other
securities or blue sky laws of such jurisdictions as any seller of Warrant
          Stock reasonably requests and do any and all other acts and things which may be
          reasonably necessary or advisable to enable such seller to consummate the
          disposition in such jurisdictions of the Warrant Stock owned by such seller
          (providedthat the Company will not be required to (i) qualify
          generally to do business in any jurisdiction where it would not otherwise be
          required to qualify but for this subparagraph, (ii) subject itself to taxation
          in any such jurisdictions, (iii) consent to general service of process in each
          such jurisdiction or (iv) undertake such actions in any jurisdiction other than
          the states of the United States of America and the District of Columbia;  



    
          
         e.                     notify
each seller of such Warrant Stock, at any time when a prospectus relating
          thereto is required to be delivered under the Securities Act, of the happening
          of any event as a result of which the prospectus included in such registration
          statement contains an untrue statement of a material fact or omits any fact
          necessary to make the statements therein not misleading, and, at the request of
          any such seller, the Company will prepare a supplement or amendment to such
          prospectus so that, as thereafter delivered to purchasers of such Warrant
Stock,           such prospectus will not contain an untrue statement of a material fact
or omit           to state any fact necessary to make the statements therein not
misleading;  











    
          
         f.                     provide
a transfer agent and registrar for all such Warrant Stock not later than           the
effective date of such registration statement;  



    
          
         g.                     enter
into such customary agreements (including underwriting agreements in           customary
form) and take all such other actions as the holders of a majority of           the
Warrant Stock being sold or the underwriters, if any, reasonably request in
          order to expedite or facilitate the disposition of such Warrant Stock
          (including, without limitation, effecting a stock split or a combination of
          shares);  



    
          
         h.                     otherwise
use its best efforts to comply with all applicable rules and           regulations of the
SEC, and make available to its security holders, as soon as           reasonably
practicable, an earnings statement covering the period of at least           twelve
months beginning with the first day of the Company’s first full           calendar
quarter after the effective date of the registration statement, which           earnings
statement shall satisfy the provisions of Section 11(a) of the           Securities
Act and Rule 158 thereunder;  



    
          
         i.                     in
the event of the issuance of any stop order suspending the effectiveness of a
          registration statement, or of any order suspending or preventing the use of any
          related prospectus or suspending the qualification of any Common Stock included
          in such registration statement for sale in any jurisdiction, the Company will
          use its best efforts promptly to obtain the withdrawal of such order. If any
          such registration or comparable statement refers to any holder by name or
          otherwise as the holder of any securities of the Company and if in its sole and
          exclusive judgment such holder is or might be deemed to be a controlling person
          of the Company, such holder shall have the right to require (i) the insertion
          therein of language, in form and substance satisfactory to such holder and
          presented to the Company in writing, to the effect that the holding by such
          holder of such securities is not to be construed as a recommendation by such
          holder of the investment quality of the Company’s securities covered
          thereby and that such holding does not imply that such holder will assist in
          meeting any future financial requirements of the Company, (ii) in the
event           that such reference to such holder by name or otherwise is not required
by the           Securities Act or any similar federal statute then in force, the
deletion of the           reference to such holder; providedthat with
respect to this           clause (ii) such holder shall furnish to the Company an opinion
of counsel to           such effect, which opinion and counsel shall be reasonably
satisfactory to the           Company.  



          
     9.6        Registration
Expenses. All expenses incident to the Company’s performance of or compliance
with this Section 9, including without limitation all registration and filing fees, fees
and expenses of compliance with securities or blue sky laws, and fees and disbursements
of counsel for the Company and all independent certified public accountants retained by
the Company (all such expenses, other than discounts and commissions related to sales by
the Holder and other sellers and securities, being herein called “Registration
Expenses”), will be borne by the Company.  











          
     9.7        Participation
in Underwritten Registrations. No Holder may participate in any registration
hereunder which is underwritten unless such Holder (a) agrees to sell such Holder’s
Warrant Stock on the basis provided in any underwriting agreements approved by the
persons entitled hereunder to approve such arrangements and (b) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and other
documents required under the terms of such underwritten arrangements.  



          
     9.8        Termination
of Registration Rights. All registration rights granted under this Section 9 shall
terminate two years after the IPO. In addition, the registration rights of a Holder will
terminate if the Company is subject to the reporting provisions of the Securities
Exchange Act of 1934, and the Holder’s Warrant Stock may be sold under SEC Rule 144
during any ninety-day period.  



          
     10.        Notices.
All notices required hereunder shall be in writing and shall be           deemed given
when sent by facsimile (receipt confirmed electronically),           delivered
personally, within three days after mailing when mailed by certified           or
registered mail, return receipt requested or within one day after sent by a
          reputable overnight carrier, at the address of such party as set forth on the
          first page, or at such other address of which the Company or Holder has been
          advised by notice hereunder.  



          
     10.        Applicable
Law. This Warrant is issued under and shall for all purposes           be governed by
and construed in accordance with the laws of the State of           Colorado.  



        IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed on its behalf, in its
corporate name, by its duly authorized officer, all as of the day and year first above
written. 













		
		
	                          





Dated: ___________________

                          
	A4S TECHNOLOGIES, INC., a Montana corporation





By:__________________________________

                   Authorized Officer 

		








































ASSIGNMENT FORM 




        FOR
VALUE RECEIVED, _______________________, hereby sells, assigns and transfers unto 




	 	
Name:  







(Please type or print
in block letters) 



	 	
Address:  















the right to purchase  Common Stock
of A4S  Technologies,  Inc.  represented  by this Warrant to the extent of ____ Shares
 as  to  which  such  right  is   exercisable   and  does   hereby   irrevocably
  constitute   and  appoint _________________________  Attorney  to  transfer  the  same
 on the  books  of the  Company  with  full  power  of substitution  in the  premises.
 The  undersigned  understands  that  assignment  of this  Warrant  is  subject  to
compliance with Section 7 of the Warrant and the Assignee's  acknowledgement  of the
provisions and restrictions of the Warrant. 









		
	         
Signature: __________________________________________
	Dated: _______________________










		Notice: 	
The signature on this Assignment must correspond with the name as it appears upon the face
of this Warrant in every particular, without alteration or enlargement or any change
whatever. 



















WARRANT CONVERSION
EXERCISE FORM 



    TO:        A4S
Technologies, Inc. 



	 	
Pursuant
to Section 1.2 of the Warrant Agreement, the Holder hereby irrevocably elects to convert
Warrants into shares of the Company’s Common Stock. The undersigned understands that
exercise of the Warrant is subject to, among other things, the limitations provided in
Section 1 and compliance with Section 6 of the Warrant. A conversion calculation is
attached hereto.  






	 	
The
undersigned requests that certificates for such shares be issued as follows:  







	 	
Name: _________________________________________________________________ 






	 	
Address: ______________________________________________________________ 






	 	
Address:  ______________________________________________________________






	 	
Tax
ID #: ______________________________________________________________ 






	 	
Deliver
to:  ______________________________________________________________






	 	
and
that a new Warrant  Certificate  for the balance  remaining of the  Warrants,  if any,
 subject to the          Warrant be registered in the name of, and delivered to, the
undersigned at the address stated above. 








		
	              
Signature: ____________________________________________________
	Date: ____________________