EXHIBIT 4.2


          NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH
THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS.


CHARTER CORPORATE SERVICES, INC.


a Colorado corporation


CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANT


VOID AFTER 5:00 PM PACIFIC STANDARD TIME ON
SEPTEMBER 10, 2010


No. W
__________


1.        This
certifies that, FOR VALUE RECEIVED, _______________________, or registered
assigns (the “Registered Holder”), is the owner of the number of Redeemable
Class A Common Stock Purchase Warrants (each, “Warrant” and collectively, the
“Warrants” specified above). Each Warrant initially entitles the Registered
Holder to purchase, subject to the terms and conditions set forth in this
Warrant Certificate, one share of fully paid and nonassessable share of common
stock, without par value, of CHARTER CORPORATE SERVICES, INC., a Colorado
corporation (the “Company”), at any time between September 10, 2008, and
September 10, 2010, the Expiration Date (as hereinafter defined), upon the
presentation and surrender of this Warrant Certificate with the subscription
form hereon duly executed, at the principal office of the Company, accompanied
by payment of $0.10, subject to adjustment as hereinafter provided (the
“Exercise Price”), in lawful money of the United States of America in cash or
by official bank check or certified check made payable to the Company.


          Each
Warrant represented hereby is exercisable at the option of the Registered
Holder, but no fractional shares of Common Stock will be issued. In the case of
the exercise of less than all of the Warrants represented hereby, the Company
shall cancel this warrant Certificate upon the surrender hereof and shall
execute and deliver a new Warrant Certificate or warrant Certificates of like tenor
for the balance of such Warrants. Each Warrant shall be deemed to have been
exercised immediately prior to the close of business on the Exercise Date and
the person entitled to receive the securities deliverable upon such exercise
shall be treated for all purposes as the holder of those securities upon the
exercise of the Warrant as of the close of business on the Exercise Date.
Promptly following, and in any event within five Business Days after the
Exercise Date, the Company shall cause to be issued to the person or persons
entitled to receive the same, a certificate or certificates for the securities
deliverable upon such exercise (plus a certificate for any remaining
unexercised Warrants of the Registered Holder), unless prior to the date of
issuance of such certificates, the Company refrains from issuing certificates
pending clearance of checks received in payment of the Exercise Price of such
Warrants.


1






	
 

	
 


	
2.

	
Definitions.





          The
following terms will have the following definitions when used in this Warrant
Certificate, unless the context otherwise expressly requires:


“Common Stock”
means capital stock of the Company of any class, whether now or hereafter
authorized, which has the right to participate in the distribution of earnings
and assets of the Company without limit as to amount or percentage.


“Board” means
the board of directors of the Company or its successor as the same may be
constituted from time to time.


“Business Day”
means a day which, in the State of California, is not a public holiday or a day
on which banks are permitted or required to be closed.


“Exercise
Date” means, as to the Warrants represented by this Warrant Certificate, the
date on which the Company shall have received both (1) this Warrant
Certificate, with the subscription form hereon duly executed by the Registered
Holder hereof or his attorney duly authorized in writing, and (2) payment in
cash, by electronic funds transfer to a deposit account designated by the
Company or by official bank check or certified check made payable to the
Company, of an amount in lawful money of the United States of America equal to
the applicable Exercise Price.


 “Exercise Price” means the price to be paid
upon exercise of each Warrant in accordance with the terms hereof, subject to
(i) adjustment from time to time pursuant to the adjustment provisions of this
Warrant Certificate and (ii) the Company’s right to reduce the Exercise Price
as provided herein.


“Expiration
Date” means 5:00 PM Pacific Standard Time on September 10, 2010, or such
earlier date as the Warrants shall be redeemed. If such date shall not be a
Business Day, then the Expiration Date shall mean 5:00 PM Pacific Standard Time
on the next succeeding day which is a Business Day. The Company shall have the
right to extend the Expiration Date, provided prior notice is given to all
Registered Holders.


“Issue Date”
means, with respect to the Warrants represented by this certificate, September
10, 2008.


“Redemption
Price” means the price at which the Company may, at its option, redeem the
Warrants represented by this certificate, in accordance herewith, which price
shall be $0.001 per Warrant.


“Registered
Holder” means as to any Warrant and as of any particular date, the person in
whose name a Warrant Certificate shall be registered on that date on the books
maintained by the Company for such purpose.


“Registration
Shares” means Shares of the Company that were issued at a time when a
registration statement is in effective as approved by the Securities and
Exchange Commission. 


“Shares” means
Common Shares of stock of the Company. 


	
 

	
 


	
3.

	
Disposition of Warrants or
  Shares.





          The
stock certificates of the Company that will evidence the Shares with respect to
which this Warrant may be exercisable will be imprinted with a 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, or
  otherwise transferred 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.”





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4.

	
Reservation of Shares; Payment of Taxes.





          (a)
The Company will at all times reserve and keep available out of its authorized
Common Stock, solely for the purpose of issue upon exercise of the Warrants,
such number of whole shares of Common Stock as shall then be issuable upon the
exercise of all outstanding Warrants. Shares of Common Stock issuable upon
exercise of Warrants shall, at the time of delivery, be duly and validly
issued, fully paid, nonassessable and free from all taxes (including, but not
limited to, transfer taxes), liens and charges with respect to the issue
thereof (other than those taxes, liens or charges which the Company shall
promptly pay or discharge), and upon issuance, such shares shall be listed on
each national securities exchange or eligible for inclusion in each automated
quotation system, if any, on or in which the other shares of outstanding Common
Stock of the Company are then listed or eligible for inclusion.


          (b)
If any securities to be reserved for the purpose of exercise of Warrants
hereunder require registration with, or approval of, any governmental authority
under any federal securities law before such securities may be validly issued
or delivered upon such exercise, then the Company will, in good faith and as
expeditiously as reasonably possible, endeavor to secure such registration or
approval. The Company will use commercially reasonable efforts to obtain
appropriate approvals or registrations under applicable state securities laws.
With respect to any such securities, however, Warrants may not be exercised by,
or shares of Common Stock issued to, any Registered Holder in any state in
which such exercise would be unlawful.


          (c)
The Company will pay all documentary, stamp or similar taxes and other
governmental charges that may be imposed with respect to the issuance of
Warrants, or the issuance, or delivery of any shares of Common Stock upon
exercise of the Warrants; provided, however, that if the shares of Common Stock
are to be delivered in a name other than the name of the Registered Holder,
then no such delivery shall be made unless the person requesting the same has
paid to the Company the amount of transfer taxes or charges incident thereto,
if any.


	
 

	
 


	
5.

	
Exchange and Registration of Transfer.





          (a)
This Warrant Certificate may be exchanged for other Warrant Certificates
representing an equal aggregate number of Warrants of the same class or may be
transferred in whole or in part. Warrant Certificates to be exchanged shall be
surrendered to the Company at its principal office, and upon satisfaction of
the terms and provisions hereof, the Company shall execute, issue and deliver
in exchange therefor, the Warrant Certificate or Certificates which the
Registered Holder making the exchange shall be entitled to receive.


          (b)
The Company shall keep at its principal office books in which it shall register
Warrant Certificates and the transfer thereof. Upon due presentment for
registration of transfer of any Warrant Certificate at such office, the Company
shall execute, issue and deliver to the transferee or transferees, a new
Warrant Certificate or Certificates representing an equal aggregate number of
Warrants.


          (c)
If this Warrant Certificate is presented for registration of transfer, or for
exchange or exercise, the subscription or assignment form, as applicable,
hereon shall be duly endorsed, or be accompanied by a written instrument or
instruments of transfer or subscription, as applicable in form satisfactory to
the Company, duly executed by the Registered Holder or his attorney-in-fact
duly authorized in writing.


          (d)
A service charge may be imposed by the Company for any exchange or registration
of transfer of Warrant Certificates.


3






	
 

	
 


	
6.

	
Loss or Mutilation. 





          Upon
receipt by the Company of evidence satisfactory to it of the ownership of, and
loss, theft, destruction or mutilation of, this Warrant Certificate and, in
case of loss, theft or destruction, of indemnity satisfactory to it, and, in
the case of mutilation, upon surrender and cancellation thereof, the Company
shall, in the absence of notice that this Warrant Certificate has been acquired
by a bona fide purchaser, execute, sign and deliver to the Registered Holder,
in lieu thereof, a new Warrant Certificate of like tenor representing an equal
aggregate number of Warrants. Applicants for a substitute Warrant Certificate
shall comply with such other reasonable regulations and pay such other
reasonable charges as the Company may prescribe.


	
 

	
 


	
7.

	
Redemption.





          (a)
Upon not less than 30 days notice given at any time after the date of issuance,
the outstanding Warrants represented by this Warrant Certificate may be
redeemed, at the option of the Company, at a Redemption Price of $0.001 per
Warrant. All Warrants must be redeemed if any are redeemed.


          (b)
If the conditions set forth in clause (a) above are satisfied, and the Company
desires to exercise its rights to redeem Warrants, it shall request the Warrant
Agent to send a notice of redemption to each of the Registered Holders of the
Warrants to be redeemed, first class mail, postage prepaid, not later than the
30th day before the Redemption Date, at their last address as shall appear on
the Warrant register maintained by the Company. Any notice mailed in the manner
provided herein shall be conclusively presumed to have been duly given whether
or not the Registered Holder receives such notice.


          (c)
The notice of redemption shall specify: (i) the Redemption Price; (ii) the date
fixed for redemption (the “Redemption Date”); (iii) the place where Warrant
Certificates shall be delivered and the redemption price paid; and (iv) that
the right to exercise the Warrants shall terminate at 5:00 p.m. (Pacific Time)
on the Business Day immediately preceding the Redemption Date. No failure to
mail such notice nor any defect therein or in the mailing thereof shall affect
the validity of the proceedings for such redemption, except as to a Registered
Holder (a) to whom notice was not mailed or (b) whose notice was defective. An
affidavit of the Secretary or an Assistant Secretary of the Company that notice
of redemption has been mailed shall, in the absence of fraud, be conclusive
evidence of the facts stated therein.


          (d)
Any right to exercise a Warrant shall terminate at 5:00 p.m. (Pacific Time) on
the Business Day immediately preceding the Redemption Date. Except as provided
in clause (e) below, on and after the Redemption Date, Registered Holders of
the Warrants shall have no further rights, except to receive, upon surrender of
the Warrant Certificates representing such Warrants, the Redemption Price.


          (e)
From and after the Redemption Date, the Company shall, at the place specified
in the notice of redemption, upon presentation and surrender to the Company by
or on behalf of the Registered Holder thereof of this Warrant Certificates,
deliver or cause to be delivered to or upon the written order of such holder a
sum of cash equal to the Redemption Price of each such Warrant, provided that
if the aggregate amount payable to any Registered Holder in redemption of
Warrants held by such Registered Holder is $1.00 or less, the Company shall
have no liability to make payment of the Redemption Price to such Registered
Holder; such Registered Holder will have no claim against the Company for the
payment of such Redemption Price; and the Warrants held by such Registered
Holders shall, nevertheless, be deemed to have been duly redeemed on the
applicable Redemption Date, whether or not the same are surrendered. From and
after the Redemption Date and upon the deposit or setting aside by the Company
of a sum sufficient to redeem all the Warrants called for redemption, such
Warrants shall expire and become void and all rights hereunder and under the
Warrant Certificates shall cease, except the right, if any, to receive payment
of the Redemption Price.


4






          (f)
The Company reserves the right to have standby purchasers of all unexercised
Warrants on the Redemption Date exercise such Warrants during the two week
period following the Redemption Date, with the Company receiving the Exercise
Price and paying the redemption price to the registered holders of unexercised
Warrants.


	
 

	
 


	
8.

	
Adjustment of Exercise Price and Number of Shares of Common Stock.





          After
each adjustment of the Exercise Price pursuant to these adjustment provisions,
the number of shares of Common Stock purchasable upon the exercise of each
Warrant shall, in each case, equal the number of shares of Common Stock
receivable upon exercise thereof prior to such adjustment multiplied by a
fraction, the numerator of which shall be the original Exercise Price and the
denominator of which shall be such adjusted Exercise Price.


	
 

	
 


	
9.

	
The Exercise Price shall be subject to adjustment as set forth below:





          (a)
(i) In case the Company shall hereafter: (A) pay a dividend or make a
distribution on shares of its Common Stock in shares of its capital stock
(whether shares of Common Stock or of capital stock of any other class), (B)
subdivide its outstanding shares of Common Stock, (C) combine its outstanding
shares of Common Stock into a smaller number of shares, or (D) issue by
reclassification of its shares of Common Stock, any shares of capital stock of
the Company, the Exercise Price in effect immediately prior to such action
shall be adjusted so that the Registered Holder of any Warrant thereafter
exercised shall be entitled to receive the number of securities of the Company
which it would have owned immediately following such action had such Warrant
been exercised immediately prior thereto. An adjustment made pursuant to this
subsection shall become effective immediately after the record date in the case
of a dividend or distribution of shares of Common Stock and shall become
effective immediately after the effective date in the case of a subdivision,
combination or reclassification. If, as a result of an adjustment made pursuant
to this clause (a) (I), the Registered Holder of any Warrant thereafter
exercised shall become entitled to receive two or more securities of the
Company, the Board (whose determination shall be conclusive and shall be
described in a statement filed with the Warrant Agent) shall determine the
allocation of the adjusted Exercise Price between or among such securities.


            (ii)
In any case in which this clause (a) shall require that an adjustment to the
Exercise Price be made immediately following a record date, the Company may
elect to defer, but only until five Business Days following the filing with the
Secretary of the Company of the certificate of its chief financial officer
described in clause (d)(i) below, issuing to the holder of any Warrants
exercised after such record date the shares of Common Stock and securities of
the Company issuable upon such exercise over and above the shares of Common
Stock and other securities of the Company issuable upon such exercise on the
basis of the Exercise Price prior to adjustment.


            (iii)
No adjustment in the Exercise Price shall be required to be made unless such
adjustment would require an increase or decrease of at least $0.01; provided,
however, that any adjustments which by reason of this subsection are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under these adjustment provisions shall
be made to the nearest cent or to the nearest one-one hundredth of a share, as
the case may be, but in no event shall the Company be obligated to issue
fractional shares upon the exercise of any Warrant.


            (iv)
No adjustment of the Exercise Price shall be made, except on the conditions set
forth in this clause (a) Without limitation to the foregoing, there shall be no
adjustment pursuant to this clause (a) should the Company issue any capital
stock for cash or other consideration on terms approved by the Board.


5






          (b)
In case of any reclassification or change of outstanding shares of Common Stock
issuable upon exercise of the Warrants (other than a change in par value, or
from no par value to par value, or from no par value to par value, or as a
result of a subdivision or combination), or in case of any consolidation or
merger of the Company with or into another corporation (other than a merger
with a subsidiary of the Company, in which merger, the Company is the
continuing corporation and which does not result in any reclassification or
change of the then outstanding shares of Common Stock or other securities
issuable upon exercise of the Warrants, other than a change in par value, or
from par value to no par value, or from no par value to par value), or in the
case of any sale or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety, then, as a condition of
such reclassification, change, consolidation, merger, sale or conveyance, the
Company, or such successor or purchasing corporation, as the case may be, shall
make lawful and adequate provision whereby the Registered Holder of each
Warrant then outstanding shall have the right thereafter to receive on exercise
of such Warrant the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, change, consolidation, merger
sale or conveyance by a holder of the number of shares of Common Stock issuable
upon exercise of such Warrant immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance and the Company or its
successors shall forthwith file with its Secretary a statement setting forth
such provisions signed by (1) its President or a Vice President and (2) by its
Secretary or an Assistant Secretary, evidencing such provisions. Such
provisions shall include a provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in clause (a)
above. The provisions of this clause (b) shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales or conveyances.


          (c)
Before taking any action which would cause an adjustment reducing the Exercise
Price below the then par value of the shares of Common Stock issuable upon
exercise of the Warrants, the Company will take any corporate action which may,
in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and nonassessable shares of Common Stock
at such adjusted Exercise Price.


          (d)
(i) Upon any adjustment of the Exercise Price required to be made pursuant to
these adjustment provisions, the Company within 30 days thereafter shall (A)
cause to be filed with the Secretary of the Company a certificate of its Chief
Financial Officer setting forth the Exercise Price after such adjustment and
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation was based, which certificate shall be conclusive
evidence of the correctness of such adjustment, and (B) cause to be mailed to
the Registered Holder of this Warrant Certificate written notice of such
adjustment. Where appropriate, such notice may be given in advance and
included, as a part of the notice required to be mailed under the notice
provisions set forth below.


            (ii)
In case at any time:


          (A)
the Company shall declare any dividend upon its Common Stock payable otherwise
than in cash or in shares of Common Stock of the Company; or


          (B)
the Company shall offer for subscription to the holders of its Common Stock
(other than pursuant to the terms of the Warrants) any additional shares of
stock of any class or any other securities convertible or exercisable into, or
exchangeable for shares of Common Stock or any rights to subscribe thereto; or


          (C)
there shall be any capital reorganization or reclassification of the capital
stock of the Company, or a sale of all or substantially all of the assets of
the Company, or a consolidation or merger of the Company with another
corporation (other than a merger with a subsidiary of the Company in which
merger the Company is the continuing corporation and which does not result in
any reclassification or change of the then outstanding shares of Common Stock
or other capital stock issuable upon exercise of the Warrants other than a
change in par value, or from par value to no par value, or from no par value to
par value); or


6






          (D)
there shall be a voluntary or involuntary dissolution, liquidation or winding
up of the Company; then, in any one or more of such cases; the Company shall
cause to be mailed to the Registered Holder of this Warrant Certificate, at the
earliest practicable time (and, in any event, not less than 20 days before any
record date or other date set for definitive action), written notice of the
date on which the books of the Company shall close or a record shall be taken
for such reorganization, reclassification, sale, consolidation, merger,
dissolution, liquidation or winding up shall take place, as the case may be.
Such notice shall also set forth such facts as shall indicate the effect of
such action (to the extent such effect may be known at the date of such notice)
on the Exercise Price and the kind and amount of the shares of stock and other
securities and property deliverable upon exercise of the Warrants. Such notice
shall also specify the date as of which the holders of the Common Stock of
record shall participate in dividend, distribution or subscription rights or
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, sale,
consolidation, merger, dissolution, liquidation or winding up as the case may
be (on which date, in the event of voluntary or involuntary dissolution,
liquidation or winding up of the Company, the right to exercise the Warrants
shall terminate).


            (iii)
Without limiting the obligation of the Company to provide notice to the
Registered Holders of the Warrant Certificates of corporate actions hereunder,
the failure of the Company to give notice shall not invalidate such corporate
action of the Company.


	
 

	
 


	
10.

	
Fractional Securities.





          (a)
If the number of shares of Common Stock and other securities purchasable upon
the exercise of each Warrant is adjusted as above provided, the Company,
nevertheless, shall not be required to issue fractions of shares upon exercise
of the Warrants or otherwise, or to distribute certificates that evidence
fractional shares or the right to purchase fractional shares. With respect to
any fraction of a share called for upon any exercise hereof, the Company shall
pay to the Registered Holder an amount in cash equal to such fraction
multiplied by the current market value of such fractional share, determined as
follows:


          (i)
If the Common Stock is listed on a national securities exchange or admitted to
unlisted trading privileges on such exchange or listed for quotation on the
NASDAQ Stock Market Inc. (“NASDAQ”), the current value shall be the last
reported sale price of the Common Stock on such exchange or NASDAQ on the last
business day prior to the date of exercise of this Warrant or if no such sale
is made on such day, the average of the closing bid and asked prices for such
day on such exchange or NASDAQ; or


          (ii)
If the Common Stock are not listed or admitted to unlisted trading privileges,
the current value shall be the mean of the last reported bid and asked prices
reported by the NASDAQ’s over-the-counter Electronic Bulletin Board or the
National Quotation Bureau, Inc. on the last business day prior to the date of
the exercise of this Warrant; or


          (iii)
If the Common Stock are not so listed or admitted to unlisted trading
privileges and bid and asked prices are not so reported, the current value
shall be an amount determined in such reasonable manner as may be prescribed by
the Board.


	
 

	
 


	
11.

	
Agreement of Registered Holders. 





          The
Registered Holder of this Warrant Certificate, by his acceptance thereof,
consents and agrees with the Company and every other Registered Holder of a
Warrant that:


          (a)
The Warrants are transferable only on the Warrant registry books of the Company
by the Registered Holder hereof in person or by his attorney duly authorized in
writing and only if this Warrant Certificate is surrendered at the office of
the Company, with the transfer form hereon attached hereto duly endorsed, or
accompanied by a proper instrument of transfer satisfactory to the Company in
its sole discretion, together with payment of any applicable transfer taxes;
and


7






          (b)
The Company may deem and treat the person in whose name this Warrant
Certificate is registered as the Registered Holder thereof and as the absolute,
true and lawful owner of the Warrants represented hereby for all purposes, and
the Company shall not be affected by any notice or knowledge to the contrary,
Except as otherwise expressly provided herein.


	
 

	
 


	
12.

	
Cancellation of Warrant Certificates.





          If
the Company shall purchase or acquire the Warrants represented hereby, this
Warrant Certificate shall be surrendered to the Company and shall be canceled
by the Company and retired.


	
 

	
 


	
13.

	
Right to Extend Expiration Date or Reduce Exercise Price. 





          The
exercise price of the Warrants may, at the Company’s option, upon 30 days prior
written notice, be reduced from time to time for a period or periods, none of
which shall be for less than 15 or more than 90 days. The Company shall also
have the right to extend the exercise period of the Warrants at the Company’s
sole option.


	
 

	
 


	
14.

	
Registration Rights.





          (a)
(i) If the Company at any time elects or proposes to register any of its shares
of common stock under the Securities Act of 1933, as amended, on Forms S-1,
S-2, or S-3 or any successor registration statement forms in effect at such
time with the Securities and Exchange Commission pursuant to which shares of
common stock owned by any shareholder of the Company may be registered, the
Company shall use reasonable efforts to include in such registration statement
the Registration Holder shares. 


            (ii)
The Company shall not be required to include any Registered 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 Registered 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 “Registration Rights.”


            (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.


          (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.


8






          (d)
It shall be a condition precedent to the Company’s obligation to register
Registered Shares as provided herein that the Registered Holder provides 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 Securities Act of 1933, as amended, and all applicable laws,
rules and regulations of the Securities and Exchange Commission.


	
 

	
 


	
15.

	
Survival.





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


	
 

	
 


	
16.

	
Notices.





All notices,
requests, consents and other communications hereunder shall be in writing and
shall be deemed to have been made when delivered or mailed, registered or
certified mail, postage prepaid as follows:


          (a)
If to the Registered Holder of this Warrant Certificate, at the address of such
holder as shown on the registry books maintained by the Company;


          (b)
if to the Company, at 1015 N. Lake Avenue, # 306, Pasadena, CA 91104 or at such
other address as may have been furnished to the Registered Holders in writing
by the Company; Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California without
reference to choice of law rules thereof.


          IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed, manually or in facsimile by an officer thereof duly authorized.


CHARTER CORPORATE SERVICES, INC.


Dated:
__________________, 2008 


	
 

	
 


	
by

	
 


	
 

	



	
 

	
Patrick C.
  Brooks, President





9