Unassociated Document


    Exhibit
      4.1

    


    NEITHER
      THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE
      HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD,
      PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
      WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE
      STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO
      THE
      HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
      REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS WARRANT OR SUCH SECURITIES,
      AS
      APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED
      IN
      THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

     

    THE
      TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED
      HEREIN.

     

    AZUR
      HOLDINGS, INC.

    


    Warrants
      for the Purchase

    of

    2,483,016
      Shares of Common Stock

    


    No.
      ________

    


    THIS
      CERTIFIES
      that,
      for consideration, the receipt and sufficiency of which are hereby acknowledged,
      and for other value received, NEWPOINT
      ADVISORS LLC (“Newpoint”
or
      the
“Holder”)
      is
      entitled to subscribe for, and purchase from, AZUR
      HOLDINGS, INC., a
      Delaware corporation (the “Company”),
      upon
      the terms and conditions set forth herein, at any time or from time to time
      after the Vesting Dates set forth below until 5:00 P.M. New York City local
      time
      on March 1, 2016, up to an aggregate of 2,483,016 shares of common stock, par
      value $.0001 per share (the “Common
      Stock”),
      of
      the Company. This Warrant shall be exercisable at a price per share equal to
      the
      Fair Market Price (as hereinafter defined); provided,
      however,
      that
      upon the occurrence of any of the events specified in Section 5 hereof, the
      the
      number of shares of Common Stock for which this warrant shall be exercisable
      (but not the exercise price) , shall be adjusted as therein specified. This
      Warrant must be exercised on a cashless basis or net issuance basis as described
      herein.

    


    This
      Warrant shall be immediately exercisable as to 60% of the shares of Common
      Stock
      issuable upon the exercise hereof and commencing on September 1, 2006 (the
      “Vesting
      Date”)
      the
      remaining 40% of the shares of Common Stock issuable upon the exercise hereof.
      Once they become exercisable, such warrants shall remain exercisable until
      March
      1, 2016.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Warrant is the Warrant (collectively, including any Warrants issued upon the
      exercise or transfer of any such Warrants in whole or in part, the “Warrants”)
      issued
      pursuant to the Agreement, dated as of March 1, 2006, between the Company and
      Newpoint (the “Agreement”).
      Notwithstanding anything to the contrary contained herein, in the event that
      Newpoint shall be in breach of its obligations under the Agreement or the
      effective date of termination of the Agreement shall have otherwise occurred
      prior to the Vesting Date hereunder, then this Warrant shall be deemed null
      and
      void with respect to all shares of Common Stock for which this Warrant would
      become exercisable on the Vesting Date.. As used herein, the term “this
      Warrant”
shall
      mean and include this Warrant and any Warrant or Warrants hereafter issued
      as a
      consequence of the exercise or transfer of this Warrant in whole or in part.
      Each share of Common Stock issuable upon the exercise hereof shall be
      hereinafter referred to as a “Warrant
      Share”.

     

    1.       The
      Holder may exercise this Warrant and shall receive shares equal to the value
      of
      this Warrant (or the portion thereof being canceled) by surrender of this
      Warrant (accompanied by the election form, attached hereto, duly executed)
      at
      the principal office of the Company at Azur Holdings, Inc., 101 NE 3rd
      Avenue,
      Suite 1220, Fort Lauderdale, Florida 33301, or at such other place as is
      designated in writing by the Company, together with notice of such election,
      in
      which event the Company shall issue to the Holder hereof a number of Warrant
      Shares computed using the following formula:

    


    
      	 	 	
              Y
                (A - B)

            
	
              X
                

            	
              =
                

            	
              A

            


    

    Where:

    


    
      	 	
              X
                =

            	
              The
                number of Warrant Shares to be issued to the Holder of this
                Warrant.

            


    

    
      	 	
              Y
                =

            	
              The
                number of Warrant Shares purchasable under this Warrant as to which
                this
                Warrant is being exercised (as adjusted to the date of such calculations)
                .

            


    

    
      	 	
              A
                =

            	
              The
                Fair Market Price (as hereinafter defined) of one share of Common
                Stock.

            


    

    
      	 	
              B
                =

            	
              50%
                of the Fair Market Price of one share of Common
                Stock.

            


    

     

    

      The
        exercise price of this Warrant may be paid only by the above cashless method.
        The exercise price may not be paid in cash, property, other shares of the
        Company’s stock, any combination of the foregoing or with any other
        consideration. The maximum number of shares which shall be issuable upon
        exercise of this Warrant in full is 1,241,508 shares (50% of the number of
        shares set forth on the first page of this Warrant), which number is subject
        to
        adjustment pursuant to Section 5 and 6 of this Warrant.



    2.       Upon
      each exercise of the Holder’s rights to purchase Warrant Shares, the Holder
      shall be deemed to be the holder of record of the Shares, notwithstanding that
      the transfer books of the Company shall then be closed or certificates
      representing the Warrant Shares with respect to which this Warrant was exercised
      shall not then have been actually delivered to the Holder. As soon as
      practicable after each such exercise of this Warrant, the Company shall issue
      and deliver to the Holder a certificate or certificates representing the Warrant
      Shares issuable upon such exercise, registered in the name of the Holder or
      its
      designee. If this Warrant should be exercised in part only, the Company shall,
      upon surrender of this Warrant for cancellation, execute and deliver a Warrant
      evidencing the right of the Holder to purchase the balance of the aggregate
      number of Warrant Shares purchasable hereunder as to which this Warrant has
      not
      been exercised or assigned.

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    3.       Any
      Warrants issued upon the transfer or exercise in part of this Warrant shall
      be
      numbered and shall be registered in a warrant register (the “Warrant
      Register”)
      as
      they are issued. The Company shall be entitled to treat the registered holder
      of
      any Warrant on the Warrant Register as the owner in fact thereof for all
      purposes, and shall not be bound to recognize any equitable or other claim
      to,
      or interest in, such Warrant on the part of any other person, and shall not
      be
      liable for any registration of transfer of Warrants which are registered or
      to
      be registered in the name of a fiduciary or the nominee of a fiduciary unless
      made with the actual knowledge that a fiduciary or nominee is committing a
      breach of trust in requesting such registration or transfer, or with the
      knowledge of such facts that its participation therein amounts to bad faith.
      This Warrant shall be transferable on the books of the Company only upon
      delivery thereof duly endorsed by the Holder or by his, her or its duly
      authorized attorney or representative, accompanied by proper evidence of
      succession, assignment, or authority to transfer. In all cases of transfer
      by an
      attorney, executor, administrator, guardian, or other legal representative,
      duly
      authenticated evidence of his, her, or its authority shall be produced. Upon
      any
      registration of transfer, the Company shall deliver a new Warrant or Warrants
      to
      the person entitled thereto. This Warrant may be exchanged, at the option of
      the
      Holder , for another Warrant, or other Warrants of different denominations,
      of
      like tenor and representing in the aggregate the right to purchase a like number
      of Warrant Shares (or portions thereof), upon surrender to the Company or its
      duly authorized agent. Notwithstanding the foregoing, the Company shall have
      no
      obligation to cause Warrants to be transferred on its books to any person if,
      in
      the opinion of counsel to the Company, such transfer does not comply with the
      provisions of the Securities Act), and the rules and regulations
      thereunder.

    


    4.       The
      Company shall at all times reserve and keep available out of its authorized
      and
      unissued Common Stock, solely for the purpose of providing for the exercise
      of
      the Warrants, such number of shares of Common Stock as shall, from time to
      time,
      be sufficient therefor. The Company represents that all shares of Common Stock
      issuable upon exercise of this Warrant are duly authorized and, upon receipt
      by
      the Company of the full payment for such Warrant Shares, will be validly issued,
      fully paid, and nonassessable, without any personal liability attaching to
      the
      ownership thereof, and will not be issued in violation of any preemptive or
      similar rights of stockholders.

    


    5.
             The number of shares of Common Stock
      for which this warrant shall be exercisable shall be adjusted in the event
      that
      the Company shall at any time after the date hereof (A) declare a dividend
      on
      the outstanding Common Stock payable in shares of its capital stock, (B)
      subdivide the outstanding Common Stock, (C) combine the outstanding Common
      Stock
      into a smaller number of shares, or (D) issue any shares of its capital stock
      by
      reclassification of the Common Stock (including any such reclassification in
      connection with a consolidation or merger in which the Company is the continuing
      corporation so that it shall equal the number determined by multiplying the
      number of shares for which this Warrant is exerciable immediately prior to
      such
      adjustment by a fraction, the numerator of which shall be the number of shares
      of Common Stock outstanding after giving effect to such action and the
      denominator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such action. Such adjustment shall be made successively
      whenever any event listed above shall occur and shall become effective at the
      close of business on such record date or at the close of business on the date
      immediately preceding such effective date, as applicable. 

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

    

     

    (b)       For
      purposes hereof, the “Fairt
      Market Price”
per
      share of Common Stock on any date shall be deemed to be the closing price per
      share of Common Stock on the trading day immediately preceding the date in
      question on the principal national securities exchange (including, for purposes
      hereof, the Nasdaq National Market) upon which the Common Stock is listed or
      admitted to trading. Such closing price shall be the last reported sales price
      regular way or, in case no such reported sale takes place on such day, the
      closing bid price regular way, in either case on the principal national
      securities exchange (including, for purposes hereof, the Nasdaq National Market)
      on which the Common Stock is listed or admitted to trading or, if the Common
      Stock is not listed or admitted to trading on any national securities exchange,
      the highest reported bid price for the Common Stock as furnished by the National
      Association of Securities Dealers, Inc. through the Nasdaq SmallCap Market
      or a
      similar organization if the Nasdaq SmallCap Market is no longer reporting such
      information. If, on any such date, the Common Stock is not listed or admitted
      to
      trading on any national securities exchange and is not quoted on the Nasdaq
      SmallCap Market or any similar organization, the Current Market Price shall
      be
      deemed to be the highest reported bid price for the Common Stock on the OTC
      Bulletin Board. If, on any such date, the Common Stock is not listed or admitted
      to trading on any national securities exchange, is not quoted on the Nasdaq
      SmallCap Market, the OTC Bulletin Board, or any similar organization, the Fair
      Market Price shall be deemed to be the highest reported bid price for the Common
      Stock in the “pink sheets”, as reported by pinksheets.com. . If, on any such
      date, the Common Stock is not listed or admitted to trading on any national
      securities exchange and is not quoted on the Nasdaq SmallCap Market, the OTC
      Bulletin Board, the pink sheets, or any similar organization, the Fair Market
      Price shall be deemed to be the Fair Market Price, determined as set forth
      above, on the last date upon which such price is available. In the event that
      no
      such price is available, the Fair Market Price shall be the fair value of a
      share of Common Stock on such date, as determined in good faith by the Board
      of
      Directors of the Company, absent manifest error.    

    


    (c)       All
      calculations under this Section 5 shall be made to the nearest cent or to the
      nearest one-hundredth of a share, as the case may be.

    


    (d)       In
      any case in which this Section 5 shall require that an adjustment in the number
      of Warrant Shares be made effective as of a record date for a specified event,
      the Company may elect to defer, until the occurrence of such event, issuing
      to
      the Holder, if the Holder exercised this Warrant after such record date, the
      Warrant Shares, if any, issuable upon such exercise over and above the number
      of
      Warrant Shares issuable upon such exercise on the basis of the number of shares
      of Common Stock outstanding or in effect prior to such adjustment; provided,
      however,
      that
      the Company shall deliver to the Holder a due bill or other appropriate
      instrument evidencing the Holder's right to receive such additional shares
      of
      Common Stock upon the occurrence of the event requiring such
      adjustment.

    


    (e)       Whenever
      there shall be an adjustment as provided in this Section 5, the Company shall
      within 15 days thereafter cause written notice thereof to be sent by registered
      or certified mail, postage prepaid, to the Holder, at its address as it shall
      appear in the Warrant Register, which notice shall be accompanied by an
      officer's certificate setting forth the number of Warrant Shares issuable after
      such adjustment and setting forth a brief statement of the facts requiring
      such
      adjustment and the computation thereof, which officer's certificate shall be
      conclusive evidence of the correctness of any such adjustment absent manifest
      error.

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (f)       The
      Company shall not be required to issue fractions of shares of Common Stock
      or
      other capital stock of the Company upon the exercise of this Warrant. If any
      fraction of a share of capital stock would be issuable on the exercise of this
      Warrant (or specified portions thereof), the Company shall purchase such
      fraction for an amount in cash equal to the same fraction of the Fair Market
      Price of such share of Common Stock on the date of exercise of this
      Warrant.

     

    6.       (a)
             In case of any capital reorganization,
      other than in the cases referred to in Section 5(a) hereof, or the consolidation
      or merger of the Company with or into another corporation (other than a merger
      or consolidation in which the Company is the continuing corporation and which
      does not result in any reclassification of the outstanding shares of Common
      Stock or the conversion of such outstanding shares of Common Stock into shares
      of other stock or other securities or property), or in the case of any sale,
      lease, or conveyance to another corporation of the property and assets of any
      nature of the Company as an entirety or substantially as an entirety (such
      actions being hereinafter collectively referred to as “Reorganizations”),
      there
      shall thereafter be deliverable upon exercise of this Warrant (in lieu of the
      number of Warrant Shares theretofore deliverable) the number of shares of stock
      or other securities or property to which a holder of the respective number
      of
      Warrant Shares which would otherwise have been deliverable upon the exercise
      of
      this Warrant would have been entitled upon such Reorganization if this Warrant
      had been exercised in full immediately prior to such Reorganization. In case
      of
      any Reorganization, appropriate adjustment, as determined in good faith by
      the
      Board of Directors of the Company, shall be made in the application of the
      provisions herein set forth with respect to the rights and interests of the
      Holder so that the provisions set forth herein shall thereafter be applicable,
      as nearly as possible, in relation to any shares or other property thereafter
      deliverable upon exercise of this Warrant. Any such adjustment shall be made
      by,
      and set forth in, a supplemental agreement between the Company, or any successor
      thereto, and the Holder, with respect to this Warrant, and shall for all
      purposes hereof conclusively be deemed to be an appropriate adjustment. The
      Company shall not effect any such Reorganization unless, upon or prior to the
      consummation thereof, the successor corporation, or, if the Company shall be
      the
      surviving corporation in any such Reorganization and is not the issuer of the
      shares of stock or other securities or property to be delivered to holders
      of
      shares of the Common Stock outstanding at the effective time thereof, then
      such
      issuer, shall assume by written instrument the obligation to deliver to the
      Holder such shares of stock, securities, cash, or other property as such holder
      shall be entitled to purchase in accordance with the foregoing provisions.
      In
      the event of sale, lease, or conveyance or other transfer of all or
      substantially all of the assets of the Company as part of a plan for liquidation
      of the Company, all rights to exercise this Warrant shall terminate 30 days
      after the Company gives written notice to the Holder and each registered holder
      of a Warrant that such sale or conveyance or other transfer has been
      consummated.

    


    (b)       In
      case of any reclassification or change of the shares of Common Stock issuable
      upon exercise of this Warrant (other than a change in par value or from a
      specified par value to no par value, or as a result of a subdivision or
      combination, but including any change in the shares into two or more classes
      or
      series of shares), or in case of any consolidation or merger of another
      corporation into the Company in which the Company is the continuing corporation
      and in which there is a reclassification or change (including a change to the
      right to receive cash or other property) of the shares of Common Stock (other
      than a change in par value, or from no par value to a specified par value,
      or as
      a result of a subdivision or combination, but including any change in the shares
      into two or more classes or series of shares), the Holder or holders of this
      Warrant shall have the right thereafter to receive upon exercise of this Warrant
      solely the kind and amount of shares of stock and other securities, property,
      cash, or any combination thereof receivable upon such reclassification, change,
      consolidation, or merger by a holder of the number of Warrant Shares for which
      this Warrant might have been exercised immediately prior to such
      reclassification, change, consolidation, or merger. Thereafter, appropriate
      provision shall be made for adjustments which shall be as nearly equivalent
      as
      practicable to the adjustments in Section 5.

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    


    (c)       The
      above provisions of this Section 6 shall similarly apply to successive
      reclassifications and changes of shares of Common Stock and to successive
      consolidations, mergers, sales, leases, or conveyances.

    


    7.       
      In case at any time the Company shall propose:

    


    (a)       to
      pay any dividend or make any distribution on shares of Common Stock in shares
      of
      Common Stock or make any other distribution (other than regularly scheduled
      cash
      dividends which are not in a greater amount per share than the most recent
      such
      cash dividend) to all holders of Common Stock; or

    


    (b)       to
      issue any rights, warrants, or other securities to all holders of Common Stock
      entitling them to purchase any additional shares of Common Stock or any other
      rights, warrants, or other securities; or

    


    (c)       to
      effect any reclassification or change of outstanding shares of Common Stock
      or
      any consolidation, merger, sale, lease, or conveyance of property, as described
      in Section 6; or

    


    (d)       to
      effect any liquidation, dissolution, or winding-up of the Company;
      or

    


    (e)       to
      take any other action which would cause an adjustment to the Exercise Price
      per
      Warrant Share;

    


    then,
      and
      in any one or more of such cases, the Company shall give written notice thereof
      by registered or certified mail, postage prepaid, to the Holder at the Holder's
      address as it shall appear in the Warrant Register, mailed at least fifteen
      (15)
      days prior to (i) the date as of which the holders of record of shares of Common
      Stock to be entitled to receive any such dividend, distribution, rights,
      warrants, or other securities are to be determined, (ii) the date on which
      any
      such reclassification, change of outstanding shares of Common Stock,
      consolidation, merger, sale, lease, conveyance of property, liquidation,
      dissolution, or winding-up is expected to become effective and the date as
      of
      which it is expected that holders of record of shares of Common Stock shall
      be
      entitled to exchange their shares for securities or other property, if any,
      deliverable upon such reclassification, change of outstanding shares,
      consolidation, merger, sale, lease, conveyance of property, liquidation,
      dissolution, or winding-up, or (iii) the date of such action which would require
      an adjustment to the number of shares issuable upon exercise of this
      Warrant..

    


    8.       The
      issuance of any shares or other securities upon the exercise of this Warrant
      and
      the delivery of cer-tificates or other instruments representing such shares
      or
      other securities shall be made without charge to the Holder for any tax or
      other
      charge in respect of such issuance. The Company shall not, however, be required
      to pay any tax which may be payable in respect of any transfer involved in
      the
      issue and delivery of any certificate in a name other than that of the Holder,
      and the Company shall not be required to issue or deliver any such certificate
      unless and until the person or persons requesting the issue thereof shall have
      paid to the Company the amount of such tax or shall have established to the
      satisfaction of the Company that such tax has been paid.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    9.       The
      Warrant Shares issued on exercise of the Warrants shall be subject to a stop
      transfer order and the certificate or certificates representing the Warrant
      Shares shall bear the following legend:

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY
      NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1)
      A
      REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN
      OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH
      COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS
      WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED,
      ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE
      SECURITIES LAWS.

    


    10.       Upon
      receipt of evidence satisfactory to the Company of the loss, theft, destruction,
      or mutilation of any Warrant (and upon surrender of any Warrant if mutilated),
      and upon receipt by the Company of reasonably satisfactory indemnification,
      the
      Company shall execute and deliver to the Holder thereof a new Warrant of like
      date, tenor, and denomination.

    


    11.       The
      Holder of any Warrant shall not have, solely on account of such status, any
      rights of a stockholder of the Company, either at law or in equity, or to any
      notice of meetings of stockholders or of any other proceedings of the Company,
      except as provided in this Warrant.

    


    12.       If
      the Company at any time proposes to register any of its securities under the
      Securities Act of 1933, as amended for sale to the public, whether for its
      own
      account or for the account of other security holders or both (except with
      respect to registration statements on Forms S-4, S-8 or another form not
      available for registering the Warrant Shares), each such time it will give
      written notice to the Holder of this Warrant of its intention so to do. Upon
      the
      written request of the Holder, received by the Company within 30 days after
      the
      giving of any such notice by the Company, to register for resale any of the
      shares of the Company’s Common Stock issuable upon exercise of this Warrant (it
      being understood that by virtue of the mandatory cashless exercise provisions
      of
      this Warrant a maximum of 50% of the shares for which this Warrant shall be
      exercisable will be issuable to the Holder), the Company will use its best
      efforts to cause the Warrant Shares as to which registration shall have been
      so
      requested to be included in the securities to be covered by the registration
      statement proposed to be filed by the Company, all to the extent requisite
      to
      permit the sale or other disposition by the Holder of such Warrant Shares so
      registered.

    


    13.       The
      validity and interpretation of this Warrant shall be governed by the laws of
      the
      State of New York applicable to agreements made and to be fully performed
      therein. Each of the Company and Newpoint irrevocably submits to the
      jurisdiction of any court of the State of New York or the United States District
      Court, in each case located in New York City, for the purpose of any suit,
      action, or other proceeding arising out of this Warrant, or any of the
      agreements or transactions contemplated hereby, which is brought by or against
      the Company and (i) hereby irrevocably agrees that all claims in respect of
      any
      such suit, action, or proceeding may be heard and determined in any such court
      and (ii) to the extent that either Newpoint or the Company has acquired, or
      hereafter may acquire, any immunity from jurisdiction of any such court or
      from
      any legal process therein, the such party hereby waives, to the fullest extent
      permitted by law, such immunity. Each of the Company and Newpoint hereby waives,
      and agrees not to assert in any such suit, action, or proceeding, in each case,
      to the fullest extent permitted by applicable law, any claim that (a) it is
      not
      personally subject to the jurisdiction of any such court, (b) it is immune
      from
      any legal process (whether through service or notice, attachment prior to
      judgment, attachment in aid of execution, or otherwise) with respect to the
      its
      property or (c) any such suit, action, or proceeding is brought in an
      inconvenient forum.

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    


    14.       All
      notices and other communications from the Company to the Holder of this Warrant
      shall be mailed by first class registered or certified airmail, postage prepaid,
      at such address as may have been furnished to the Company in writing by the
      Holder.

    


    15.       This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought. 

     

    


    Dated
      as
      of March 1, 2006

    


    AZUR
      HOLDINGS, INC.

    


    


    By: 
      /s/ Donald
      Winfrey                    


    Name:
      Donald Winfrey

    Title:
      President

    


     

    [Seal]

    


    


    /s/
      Albert
      Lazo               


    Secretary

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     FORM
      OF ASSIGNMENT

    


    (To
      be
      executed by the registered holder if such holder desires to transfer the
      attached Warrant.)

     

    FOR
      VALUE
      RECEIVED, ______________________ hereby sells, assigns, and transfers unto
      _________________ a Warrant to purchase __________ shares of Common Stock of
      Azur Holdings, Inc., a Delaware corporation (the “Company”), and does hereby
      irrevocably constitute and appoint ___________ attorney to transfer such Warrant
      on the books of the Company, with full power of substitution.

    


    Dated:
      _________________

    


    Signature_______________________

    


     

     

    NOTICE

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

    


     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


     

    ELECTION
      TO EXERCISE

     

    
      
        	
                To:

              	
                Azur
                  Holdings, Inc.

              


      

       

    

    The
      undersigned hereby exercises his, her, or its rights to purchase by cashless
      exercise ___________________ shares of Common Stock, par value $.0001 per share,
      (the “Common
      Stock”)
      of
      Azur Holdings, Inc., a Delaware corporation (the “Company”),
      covered by the within Warrant and requests that certificates for the shares
      of
      Common Stock issuable upon exercise (which, as a result of the cashless exercise
      provisions of the Warrant, will be 50% of the number of the foregoing shares)
      be
      issued in the name of, and delivered to:

    


    


     

    


    (Print
      Name, Address, and Social Security

    or
      Tax
      Identification Number)

    


    


    and,
      if
      such number of shares of Common Stock shall not constitute all such shares
      of
      Common Stock covered by the within Warrant, that a new Warrant for the balance
      of the shares of Common Stock covered by the within Warrant be registered in
      the
      name of, and delivered to, the undersigned at the address stated
      below.

     

    

      
        	
                Dated:
                  __________________ 

              	
                Name________________________

              
	 	
                (Print)

              
	 	 
	
                Address:

              	 
	 	 
	 	 
	 	 
	 	
                ________________________

              
	 	
                (Signature)
                  

              


      

    

     

    
      
        
        

      

      
        -10-