Exhibit
4.1

    

    


    
      Form
of common stock purchase warrant template.

    

    


    THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

    


    AN
INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF
RISK.  HOLDERS MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND
ASSESSMENT OF THE RISKS INVOLVED.

    


    Warrant
to Purchase

    __ Common
Shares

    


    Warrant
to Purchase Restricted Common Stock

    of

    WAYTRONX,
INC.

    (Control
No. WA-08-00__)

    


    THIS
CERTIFIES that __ or any
subsequent holder hereof pursuant to Section 8 hereof ("Holder") has the right
to purchase from WAYTRONX, INC., a Colorado corporation (the "Company"), up to
__ fully paid and nonassessable shares of the Company's restricted common
shares, $0.001 par value per share ("Common Stock") at a price of $_ per share at any time
beginning on the Date of Issuance (defined below) and ending at 5:00 p.m.,
Eastern Standard Time on the date that is three (3) years after the Date
of Issuance (the “Exercise Period”).

    


    Holder
agrees with the Company that this Warrant to Purchase Common Stock of the
Company (this “Warrant”) is issued and all rights hereunder shall be held
subject to all of the conditions, limitations and provisions set forth
herein.

    


    1.           Date of Issuance and
Term.

    


    This
Warrant shall be deemed to be issued on _, 2009 (“Date of
Issuance”).  The term of this Warrant is three (3) years from the Date
of Issuance.

    


    2.           Exercise.

    


    (a) Manner of Exercise.
During the Exercise Period, this Warrant may be
exercised as to all or any lesser number of full shares of Common Stock covered
hereby (the “Warrant Shares”) upon surrender of this Warrant, with the Exercise
Form attached hereto as Exhibit A (the
“Exercise Form”) duly completed and executed, together with the full Exercise
Price (as defined below) for each share of Common Stock as to which this Warrant
is exercised, at the office of the Company, WAYTRONX, INC., 20050 112th Avenue,
Tualatin, Oregon 97062, or at such other office or agency as the Company
may designate in writing, by overnight mail, with an advance copy of the
Exercise Form sent to the Company and its Transfer Agent by facsimile (such
surrender and payment of the Exercise Price hereinafter called the "Exercise of
this Warrant").


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    (b) Date of
Exercise.  The "Date of Exercise" of the Warrant shall be
defined as the date that the advance copy of the completed and executed Exercise
Form is sent by facsimile to the Company, provided that the original Warrant and
Exercise Form are received by the Company as soon as practicable
thereafter.  Alternatively, the Date of Exercise shall be defined as
the date the original Exercise Form is received by the Company, if Holder has
not sent advance notice by facsimile.

    


    (c) Cancellation of
Warrant.  This Warrant shall be canceled upon the Exercise of
this Warrant, and, as soon as practical after the Date of Exercise, Holder shall
be entitled to receive Common Stock for the number of shares purchased upon such
Exercise of this Warrant, and if this Warrant is not exercised in full, Holder
shall be entitled to receive a new Warrant (containing terms identical to this
Warrant) representing any unexercised portion of this Warrant in addition to
such Common Stock.

    


    (d) Holder of
Record.  Each person in whose name any Warrant for shares of
Common Stock is issued shall, for all purposes, be deemed to be the Holder of
record of such shares on the Date of Exercise of this Warrant, irrespective of
the date of delivery of the Common Stock purchased upon the Exercise of this
Warrant.  Nothing in this Warrant shall be construed as conferring
upon Holder any rights as a stockholder of the Company.

    


    3.           Payment of Warrant Exercise
Price.

    


    Payment
of the Exercise Price shall be made by cash, bank or cashiers check or wire
transfer.

    


    4.    Transfers and
Registration.

    


    (a) Transfer
Rights.  Subject to the provisions of Section 8 of this
Warrant, this Warrant may be transferred on the books of the Company, in whole
or in part, in person or by attorney, upon surrender of this Warrant properly
completed and endorsed.  This Warrant shall be canceled upon such
surrender and, as soon as practicable thereafter, the person to whom such
transfer is made shall be entitled to receive a new Warrant or Warrants as to
the portion of this Warrant transferred, and Holder shall be entitled to receive
a new Warrant as to the portion hereof retained.

    


    (b) Registerable Securities. In
addition to any other registration rights of the Holder, if the Common Stock
issuable upon exercise of this Warrant is not registered for resale at the time
the Company proposes to register (including for this purpose a registration
effected by the Company for stockholders other than the Holders) any of its
Common Stock under the Act (other than a registration relating solely for the
sale of securities to participants in a Company stock plan or a registration on
Form S-4 promulgated under the Act or any successor or similar form registering
stock issuable upon a reclassification, upon a business combination involving an
exchange of securities or upon an exchange offer for securities of the issuer or
another entity)(a “Piggyback Registration Statement”), the Company shall cause
to be included in such Piggyback Registration Statement (“Piggyback
Registration”) all of the Common Stock issuable upon the exercise of this
Warrant (“Registerable Securities”) to the extent such inclusion does not
violate the registration rights of any other security holder of the Company
granted prior to the date hereof.  Nothing herein shall prevent the
Company from withdrawing or abandoning the Piggyback Registration Statement
prior to its effectiveness.


    
      
         


      

      
        Page 2 of
7

        
          

        

      

      
         


      

    

    


    (c)  Limitation on Obligations to
Register under a Piggyback Registration.  In the case of a
Piggyback Registration pursuant to an underwritten public offering by the
Company, if the managing underwriter determines and advises in writing that the
inclusion in the registration statement of all Registerable Securities proposed
to be included would interfere with the successful marketing of the securities
proposed to be registered by the Company, then the number of such Registerable
Securities to be included in the Piggyback Registration Statement, to the extent
such Registerable Securities may be included in such Piggyback Registration
Statement, shall be allocated among all Holders who had requested Piggyback
Registration pursuant to the terms hereof, in the proportion that the number of
Registerable Securities which each such Holder seeks to register bears to the
total number of Registerable Securities sought to be included by all
Holders.  If required by the managing underwriter of such an
underwritten public offering, the Holders shall enter into an agreement, as
determined by the managing underwriter, limiting the number of Registerable
Securities to be included in such Piggyback Registration Statement and the
terms, if any, regarding the future sale of such Registerable
Securities.

    


    5.           Anti-Dilution
Adjustments.

    


    (a)           Stock Dividend.  If
the Company shall at any time declare a dividend payable in shares of Common
Stock, then Holder, upon Exercise of this Warrant after the record date for the
determination of holders of Common Stock entitled to receive such dividend,
shall be entitled to receive upon Exercise of this Warrant, in addition to the
number of shares of Common Stock as to which this Warrant is exercised, such
additional shares of Common Stock as such Holder would have received had this
Warrant been exercised immediately prior to such record date and the Exercise
Price will be proportionately adjusted.

    


    (b)          Recapitalization or
Reclassification.

    


    (i)  Stock
Split.  If the Company shall at any time effect a
recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a larger number of
shares (a “Stock Split”), then upon the effective date thereof, the number of
shares of Common Stock which Holder shall be entitled to purchase upon Exercise
of this Warrant shall be increased in direct proportion to the increase in the
number of shares of Common Stock by reason of such recapitalization,
reclassification or similar transaction, and the Exercise Price shall be
proportionally decreased.

    


    (ii)
Reverse Stock
Split.  If the Company shall at any time effect a
recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a smaller number of
shares (a “Reverse Stock Split”), then upon the effective date thereof, the
number of shares of Common Stock which Holder shall be entitled to purchase upon
Exercise of this Warrant shall be proportionately decreased and the Exercise
Price shall be proportionally increased.  The Company shall give
Holder the same notice it provides to holders of Common Stock of any transaction
described in this Section 5(b).

    


    (c)           Notice of Consolidation or
Merger.  In the event of a merger, consolidation, exchange of
shares, recapitalization, reorganization, or other similar event, as a result of
which shares of Common Stock shall be changed into the same or a different
number of shares of the same or another class or classes of stock or securities
or other assets of the Company or another entity or there is a sale of all or
substantially all the Company’s assets (a “Corporate Change”), then this Warrant
shall be exercisable into such class and type of securities or other assets as
Holder would have received had Holder exercised this Warrant immediately prior
to such Corporate Change; provided, however, that Company may not affect any
Corporate Change unless it first shall have given thirty (30) days notice to
Holder hereof of any Corporate Change.


    
      
         


      

      
        Page 3 of
7

        
          

        

      

      
         


      

    

    


    (d)           Exercise Price
Adjusted.  As used in this Warrant, the term "Exercise Price"
shall mean the purchase price per share specified in Section 3 of this Warrant,
until the occurrence of an event stated in subsection (a), (b) or (c) of this
Section 5, and thereafter shall mean said price as adjusted from time to time in
accordance with the provisions of said subsection.  No such adjustment
under this Section 5 shall be made unless such adjustment would change the
Exercise Price at the time by $.01 or more; provided, however, that all
adjustments not so made shall be deferred and made when the aggregate thereof
would change the Exercise Price at the time by $.01 or more.

    


    (e)           Adjustments: Additional Shares,
Securities or Assets.  In the event that at any time, as a
result of an adjustment made pursuant to this Section 5, Holder shall, upon
Exercise of this Warrant, become entitled to receive shares and/or other
securities or assets (other than Common Stock) then, wherever appropriate, all
references herein to shares of Common Stock shall be deemed to refer to and
include such shares and/or other securities or assets; and thereafter the number
of such shares and/or other securities or assets shall be subject to adjustment
from time to time in a manner and upon terms as nearly equivalent as practicable
to the provisions of this Section 5.

    


    6.  
         Fractional
Interests.

    


    No
fractional shares or scrip representing fractional shares shall be issuable upon
the Exercise of this Warrant, but on Exercise of this Warrant, Holder may
purchase only a whole number of shares of Common Stock.  If, on
Exercise of this Warrant, Holder would be entitled to a fractional share of
Common Stock or a right to acquire a fractional share of Common Stock, such
fractional share shall be disregarded and the number of shares of Common Stock
issuable upon exercise shall be the next higher number of shares.

    


    7.   
        Reservation of
Shares.

    


    The
Company shall at all times reserve for issuance such number of authorized and
unissued shares of Common Stock (or other securities substituted therefor as
herein above provided) as shall be sufficient for the Exercise of this Warrant
and payment of the Exercise Price.  The Company covenants and agrees
that upon the Exercise of this Warrant, all shares of Common Stock issuable upon
such exercise shall be duly and validly issued, fully paid, nonassessable and
not subject to preemptive rights, rights of first refusal or similar rights of
any person or entity.

    


    8.    
       Restrictions on
Transfer.

    


    (a) Registration or Exemption
Required.  This Warrant has been issued in a transaction exempt
from the registration requirements of the Act by virtue of Regulation D and
exempt from state registration under applicable state laws.  The
Warrant and the Common Stock issuable upon the Exercise of this Warrant may not
be pledged, transferred, sold or assigned except pursuant to an effective
registration statement or unless the Company has received an opinion from the
Company's counsel to the effect that such registration is not required, or the
Holder has furnished to the Company an opinion of the Holder's counsel, which
counsel shall be reasonably satisfactory to the Company, to the effect that such
registration is not required; the transfer complies with any applicable state
securities laws; and, if no registration covering the resale of the Warrant
Shares is effective at the time the Warrant Shares are issued, the Holder
consents to a legend being placed on certificates for the Warrant Shares stating
that the securities have not been registered under the Securities Act and
referring to such restrictions on transferability and sale.


    
      
         


      

      
        Page 4 of
7

        
          

        

      

      
         


      

    

    


    (b) Assignment.  If
Holder can provide the Company with reasonably satisfactory evidence that the
conditions of (a) above regarding registration or exemption have been satisfied,
Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant,
in whole or in part.  Holder shall deliver a written notice to
Company, substantially in the form of the Assignment attached hereto as Exhibit B, indicating
the person or persons to whom the Warrant shall be assigned and the respective
number of warrants to be assigned to each assignee.  The Company shall
effect the assignment within ten (10) days, and shall deliver to the assignee(s)
designated by Holder a Warrant or Warrants of like tenor and terms for the
appropriate number of shares.

    


    9. 
          Benefits of this
Warrant.

    


    Nothing
in this Warrant shall be construed to confer upon any person other than the
Company and Holder any legal or equitable right, remedy or claim under this
Warrant and this Warrant shall be for the sole and exclusive benefit of the
Company and Holder.

    


    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 Oregon, without giving effect to
conflict of law provisions thereof.

    


    11.           Loss of
Warrant.

    


    Upon
receipt by the Company of evidence of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) of indemnity or
security reasonably satisfactory to the Company, and upon surrender and
cancellation of this Warrant, if mutilated, the Company shall execute and
deliver a new Warrant of like tenor and date.

    


    12.           Notice or
Demands.

    


    Notices
or demands pursuant to this Warrant to be given or made by Holder to or on the
Company shall be sufficiently given or made if sent by certified or registered
mail, return receipt requested, postage prepaid, and addressed, until another
address is designated in writing by the Company, to the address set forth in
Section 2(a) above.  Notices or demands pursuant to this Warrant to be
given or made by the Company to or on Holder shall be sufficiently given or made
if sent by certified or registered mail, return receipt requested, postage
prepaid, and addressed, to the address of Holder set forth in the Company’s
records, until another address is designated in writing by Holder.

    


    IN
WITNESS WHEREOF, the undersigned has executed this Warrant as of the _____ day
of ______ 2009.

    


    WAYTRONX,
INC.

    


    
      
        	
                By:

              	
                   

              
	 
      	
                William
      J. Clough,

              
	 
      	
                President/CEO

              


      

    


    
      
         


      

      
        Page 5 of
7

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    EXERCISE
FORM FOR WARRANT

    


    TO:   WAYTRONX,
INC.

    


    The
undersigned hereby irrevocably exercises the right to purchase ____________ of
the shares of Common Stock (the “Common Stock”) of WAYTRONX, INC. a Colorado
corporation (the “Company”), evidenced by the attached warrant (the “Warrant”),
and herewith makes payment of the exercise price with respect to such shares in
full, all in accordance with the conditions and provisions of said
Warrant.

    


    1. The
undersigned agrees not to offer, sell, transfer or otherwise dispose of any of
the Common Stock obtained on exercise of the Warrant, except in accordance with
the provisions of Section 8(a) of the Warrant.

    


    2.  The
undersigned requests that stock certificates for such shares be issued and a
warrant representing any unexercised portion hereof be issued, pursuant to the
Warrant in the name of the undersigned and delivered to the undersigned at the
address set forth below:

    


    
      
        
          	
                  Dated:

                	
                     

                	 
	 
      	 
      	 


        

      

    

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      
	
                              Signature

                            
	 
      	 
      
	 
      	 
      
	
                              Print
      Name

                            
	 
      	 
      
	 
      	 
      
	
                              Address

                            
	 
      	 
      
	 
      	 
      


                    

                  

                

              

            

          

        

      

    

    


    NOTICE

    


    The
signature to the foregoing Exercise Form must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.

    


    EXHIBIT
B

    


    ASSIGNMENT

    


    (To be
executed by the registered holder desiring
to transfer the Warrant)

    


    FOR VALUE
RECEIVED, the undersigned holder of the attached warrant (the “Warrant”) hereby
sells, assigns and transfers unto the person or persons below named the right to
purchase ______________ shares of the Common Stock of WAYTRONX, INC., evidenced
by the attached Warrant and does hereby irrevocably constitute and appoint
_______________________ attorney to transfer the said Warrant on the books of
the Company, with full power of substitution in the premises.


    
      
         


      

      
        Page 6 of
7

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	      
                                    Dated:

                                  	 	 	 
	 
      	 
      	 	
                                    Signature

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Fill in
for new registration of Warrant:

    


    
      
        	
                   

              
	
                Name

              


      

    

    


    
      
        	
                  

              
	
                Address

              


      

    

    


    
      
        	
                  

              
	
                Please
      print name and address of assignee

              
	
                (including
      zip code number)

              


      

    

     

      
        

      

    

     

    NOTICE

    


    The
signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.

    
       

      
        

      

    


    
      
         


      

      
        Page 7 of
7