Exhibit
      4.4

    


    


    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED
      FOR
      SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION
      OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
      SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

    


    WARRANT
      TO PURCHASE COMMON STOCK

    of

    AZUR
      HOLDINGS, INC.

    


    


    This
      Warrant (the “Warrant”) is issued to Robert and Kathleen Cohen Family Trust
      (“Holder”) by Azur Holdings, Inc., a Delaware corporation (the “Company”), as of
      March 1, 2006 (the “Warrant Issue Date”) in exchange for warrants to purchase
      100,000 shares of Azur International, Inc. which were issued as of May 31,
      2005
      as a finder’s fee regarding the loan from Omicron Master Trust dated May 31,
      2005.

    


    1. Purchase
      Shares.
      Subject
      to the terms and conditions hereinafter set forth, the Holder is entitled,
      upon
      surrender of this Warrant at the principal office of the Company (or at such
      other place as the Company shall notify the Holder hereof in writing), to
      purchase from the Company One Hundred Thousand (100,000) shares of $.0001 par
      value per share Common Stock of the Company (the “Warrant Shares”) at the
      Exercise Price (defined below), subject to adjustment as provided in Section
      7
      below. 

    


    2. Exercise
      Price.
      The
      exercise price for the Warrant Shares shall be $.50 per Warrant Share, as
      adjusted from time to time pursuant to Section 7 hereof (the “Exercise
      Price”).

    


    3. Exercise
      Period.
      This
      Warrant shall be exercisable, in whole or in part, during the term commencing
      on
      the Warrant Issue Date and ending on May 31, 2010. 

    


    4. Method
      of Exercise.
      While
      this Warrant remains outstanding and exercisable in accordance with Section
      3
      above, the Holder may exercise, in whole or in part, the purchase rights
      evidenced hereby. Such exercise shall be effected by:

    


    (a) the
      surrender of the Warrant, together with a duly executed copy of the form of
      Notice of Exercise attached hereto, to the Secretary of the Company at its
      principal offices; and

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) the
      payment to the Company of an amount equal to the aggregate Exercise Price for
      the number of Warrant Shares being purchased.

     

    5. Certificates
      for Shares.
      Upon
      the exercise of the purchase rights evidenced by this Warrant, one or more
      certificates for the number of Warrant Shares so purchased shall be issued
      as
      soon as practicable thereafter (with appropriate restrictive legends, if
      applicable), and in any event within thirty (30) days of the delivery of the
      notice of exercise.

     

    6. Issuance
      of Shares.
      The
      Company covenants that the Warrant Shares, when issued pursuant to the exercise
      of this Warrant, will be duly and validly issued, fully paid and nonassessable
      and free from all taxes, liens, and charges with respect to the issuance
      thereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7. Adjustment
      of Exercise Price and Kind and Number of Shares.
      The
      number and kind of securities purchasable upon exercise of this Warrant and
      the
      Exercise Price shall be subject to adjustment from time to time as
      follows:

     

    (a) Subdivisions,
      Combinations and Other Issuances.
      If the
      Company shall at any time prior to the expiration of this Warrant (i) subdivide
      its Common Stock, by split-up or otherwise, or combine its Common Stock, (ii)
      issue additional shares of its Common Stock or other equity securities as a
      dividend with respect to any shares of its Common Stock, or (iii) declare a
      cash
      dividend with respect to any shares of its Common Stock, the number of shares
      of
      Common Stock issuable on the exercise of this Warrant shall forthwith be
      proportionately increased in the case of a subdivision or stock or cash
      dividend, or proportionately decreased in the case of a combination. Appropriate
      adjustments shall also be made to the purchase price payable per share, but
      the
      aggregate purchase price payable for the total number of Warrant Shares
      purchasable under this Warrant (as adjusted) shall remain the same. Any
      adjustment under this Section 7(a) shall become effective at the close of
      business on the date the subdivision or combination becomes effective, or as
      of
      the record date of such dividend, or in the event that no record date is fixed,
      upon the making of such dividend.

     

    (b) Reclassification,
      Reorganization and Consolidation.
      In case
      of any reclassification, capital reorganization, or change in the Common Stock
      of the Company (other than as a result of a subdivision, combination, or stock
      dividend provided for in Section 7(a) above), then, as a condition of such
      reclassification, reorganization, or change, lawful provision shall be made,
      and
      duly executed documents evidencing the same from the Company or its successor
      shall be delivered to the Holder, so that the Holder shall have the right at
      any
      time prior to the expiration of this Warrant to purchase, at a total price
      equal
      to that payable upon the exercise of this Warrant (subject to adjustment of
      the
      Exercise Price as provided in Section 7), the kind and amount of shares of
      stock
      and other securities and property receivable in connection with such
      reclassification, reorganization, or change by a Holder of the same number
      of
      shares of Common Stock as were purchasable by the Holder immediately prior
      to
      such reclassification, reorganization, or change. In any such case appropriate
      provisions shall be made with respect to the rights and interest of the Holder
      so that the provisions hereof shall thereafter be applicable with respect to
      any
      shares of stock or other securities and property deliverable upon exercise
      hereof, and appropriate adjustments shall be made to the purchase price per
      share payable hereunder, provided the aggregate purchase price shall remain
      the
      same.

     

    (c) Issuance
      of New Warrant.
      Upon
      the occurrence of any of the events listed in this Section 7 that results in
      an
      adjustment of the type, number or exercise price of the securities underlying
      this Warrant, the Holder shall have the right to receive a new warrant
      reflecting such adjustment upon the Holder tendering this Warrant in exchange.
      The new warrant shall otherwise have terms identical to this
      Warrant.

     

     

    (THE
      REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8. Covenants
      and Conditions.
      

     

    (a)
       No
      Impairment.
      Pursuant to the terms and conditions of this Warrant, Company shall: (i) reserve
      an appropriate number of shares of Company’s Common Stock to facilitate the
      issuance of Warrant Shares to Holder pursuant to this Warrant and (ii) not
      amend
      its articles or take any other action that would materially impair Company’s
      ability to comply with the terms of the Warrant or otherwise unfairly impair
      the
      rights of the Holder.

     

    9. No
      Fractional Shares or Scrip.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant, but in lieu of such fractional shares the Company
      shall make a cash payment therefor on the basis of the Exercise Price then
      in
      effect. 

     

    10. No
      Stockholder Rights.
      Prior
      to exercise of this Warrant, the Holder shall not be entitled to any rights
      of a
      stockholder with respect to the shares of Common Stock issuable on the exercise
      hereof, including (without limitation) the right to vote such shares of Common
      Stock, receive dividends or other distributions thereon, exercise preemptive
      rights or be notified of stockholder meetings, and such Holder shall not be
      entitled to any notice or other communication concerning the business or affairs
      of the Company. However, nothing in this Section 10 shall limit the right of
      the
      Holder to be provided the Notices required under this Warrant.

     

    11. Successors
      and Assigns.
      The
      terms and provisions of this Warrant shall inure to the benefit of, and be
      binding upon, the Company and the Holder and their respective successors and
      assigns.

     

    12. Amendments
      and Waivers.
      Any
      term of this Warrant may be amended and the observance of any term of this
      Warrant may be waived (either generally or in a particular instance and either
      retroactively or prospectively), with the written consent of the Company and
      the
      Holder. Any waiver or amendment affected in accordance with this Section shall
      be binding upon each holder of any shares of Preferred Stock purchased under
      this Warrant at the time outstanding (including securities into which such
      shares have been converted), each future holder of all such shares, and the
      Company.

     

    13. Notices.
      All
      notices required under this Warrant shall be deemed to have been given or made
      for all purposes (i) upon personal delivery, (ii) upon confirmation receipt
      that
      the communication was successfully sent to the applicable number if sent by
      facsimile; (iii) one day after being sent, when sent by professional overnight
      courier service, or (iv) five days after posting when sent by registered or
      certified mail. Notices to the Company shall be sent to the principal office
      of
      the Company (or at such other place as the Company shall notify the Holder
      hereof in writing). Notices to the Holder shall be sent to the address of the
      Holder on the books of the Company (or at such other place as the Holder shall
      notify the Company hereof in writing).

     

    14. Captions.
      The
      section and subsection headings of this Warrant are inserted for convenience
      only and shall not constitute a part of this Warrant in construing or
      interpreting any provision hereof.

     

    15. Governing
      Law.
      This
      Warrant shall be governed by the laws of the State of New York as applied to
      agreements among California residents made and to be performed entirely within
      the State of New York.

     

     

    IN
      WITNESS WHEREOF, Azur Holdings, Inc. caused this Warrant to be executed by
      an
      officer thereunto duly authorized.

     

    
      	 	 	 
	 	AZUR
              HOLDINGS,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Donald
              Winfrey
	 	
              
                

              

              Name: Donald
                Winfrey

              Title: President

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
NOTICE
      OF EXERCISE

    


    To:_________________

     

    


     

    The
      undersigned hereby elects to purchase _________________ shares of Common Stock
      of Azur Holdings, Inc., pursuant to the terms of the attached Warrant and
      payment of the Exercise Price per share required under such Warrant accompanies
      this notice.

     

    The
      undersigned hereby represents and warrants that the undersigned is acquiring
      such shares for its own account for investment purposes only, and not for resale
      or with a view to distribution of such shares or any part thereof.

     

    WARRANT
      HOLDER:

    


    _________________________________________

    


    


    By:__________________________

          [NAME]

    


    Address:____________________________

    ___________________________________

    ___________________________________

    


    Date:____________________

    


    


    Name
      in
      which shares should be
      issued:____________________________________