CHARTER CORPORATE SERVICES, INC. a Colorado corporation CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANT

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.

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          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.

          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:

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          (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.

          (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.

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          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.

          (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 Compan