Exhibit 10.22


                        SHARE PURCHASE AND SALE AGREEMENT


         This Share Purchase and Sale Agreement  (the  "Agreement")  is executed
this 5th day of June, 2001, as agreed to by the parties on, and effective as of,
March 31,  2001,  by and between  Azul  Holdings  Inc.,  a Delaware  corporation
("Azul"),  and  Tudor  Trust,  a trust of which  Jeffrey  L.  Neuman is the sole
trustee and current beneficiary ("Tudor Trust").


                                    RECITALS

         WHEREAS:

         1. Until the recent private placement by Xyvision Enterprise Solutions,
Inc.,  a  Delaware  corporation  ("XyEnterprise"),  of  shares  of its  Series A
preferred stock,  XyEnterprise was a majority owned subsidiary of Azul and after
giving effect to the XyEnterprise private placement Azul holds approximately 47%
of the outstanding shares of XyEnterprise capital stock.

         2. Tudor Trust holds  approximately  70% of the  outstanding  shares of
Azul capital stock and 19% of the  outstanding  shares of  XyEnterprise  capital
stock.

         3. Azul has  determined  that  holding a  majority  of the  outstanding
shares of XyEnterprise  capital stock is in Azul's best interests and desires to
purchase  additional shares of XyEnterprise  capital stock from Tudor Trust such
that XyEnterprise is again a majority owned subsidiary of Azul.

         4. Azul has  requested  that Tudor  Trust sell  shares of  XyEnterprise
capital  stock to Azul in  connection  with the  foregoing,  and Tudor  Trust is
willing to sell shares of  XyEnterprise  capital stock to Azul upon the terms of
this Agreement.

         NOW THEREFORE, in consideration of the representations, warranties and
agreements set forth herein, Azul and Tudor Trust agree as follows:

                                    ARTICLE I

                           THE SHARE PURCHASE AND SALE

         Section 1.1 The Share  Purchase and Sale.  Subject to the terms hereof,
Azul hereby  purchases  from Tudor Trust and Tudor  Trust  hereby  sells to Azul
575,000 shares of XyEnterprise  Class A common stock,  $.001 par value per share
(the "Transferred  XyEnterprise  Shares"),  held by Tudor Trust, in exchange for
the  issuance by Azul to Tudor Trust of 1,092,500  shares of Azul common  stock,
$.03 par value per share (the  "Issued  Azul  Shares").  The  parties  agree and
acknowledge  that the  foregoing  exchange  ratio  reflects a  valuation  of the
Transferred  XyEnterprise  Shares based on recent  XyEnterprise  stock  issuance
transactions  and a valuation of the Issued Azul Shares based on the last quoted
price for Azul common stock on the OTC Bulletin Board on March 31, 2001.
<PAGE>

         Section 1.2 Deliveries. Tudor Trust shall deliver to Azul duly endorsed
stock certificates representing the Transferred XyEnterprise Shares, appropriate
irrevocable  stock  powers,  and such other  instruments  as Azul may require to
complete the transfer of the Transferred XyEnterprise Shares from Tudor Trust to
Azul.  Azul shall in turn  deliver to Tudor  Trust a stock  certificate  for the
Issued Azul Shares,  which  certificate  shall bear a customary  securities  law
restrictive legend.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         Section 2.1  Representations and Warranties of Tudor Trust. Tudor Trust
hereby makes the following representations and warranties to Azul:

         (a)  Authority,  Enforceability  and No Conflicts.  Tudor Trust has all
requisite  power and  authority to enter into this  Agreement and to perform the
terms of this Agreement. This Agreement has been executed and delivered by Tudor
Trust and constitutes a valid and binding  obligation of Tudor Trust enforceable
in accordance  with its terms (except as limited by bankruptcy,  insolvency,  or
other laws  affecting the  enforcement  of creditors'  rights).  The  execution,
delivery and  performance of this Agreement will not conflict with any provision
of Tudor  Trust's  governing  trust  instrument  or any agreement to which Tudor
Trust is a party or otherwise bound.

         (b) Ownership and Transfer of Transferred  XyEnterprise  Shares.  Tudor
Trust is the legal owner of the XyEnterprise Transferred Shares and has the full
power and  authority to sell and transfer to Azul the  Transferred  XyEnterprise
Shares.  Upon  delivery  by  Tudor  Trust  to Azul of the  duly  endorsed  stock
certificates  representing the Transferred  XyEnterprise  Shares and appropriate
irrevocable  stock  powers,  the  Transferred  XyEnterprise  Shares will be duly
transferred  to  Azul  and  good  and  valid  title  in and  to the  Transferred
XyEnterprise  Shares  will be  vested  in  Azul,  free and  clear of any  liens,
encumbrances or claims of any nature whatsoever.

         (c)  Full  Disclosure.  Tudor  Trust  is not  aware  of any  facts  not
disclosed  to the  disinterested  members of the Azul board of  directors  which
(individually  or in the aggregate)  could have a material adverse effect on the
business,   financial  condition,   results  of  operations  or  cash  flows  of
XyEnterprise.
<PAGE>

         Section 2.2  Representations  and Warranties by Azul. Azul hereby makes
the following representations and warranties to Tudor Trust:

         (a)  Organization  and Standing of Azul. Azul is a corporation  validly
existing and in good standing under the laws of the State of Delaware.

         (b) Authority,  Enforceability and No Conflicts. Azul has all requisite
corporate  power and authority to carry on its business as now being  conducted,
and to enter into this Agreement and to perform the terms of this Agreement. The
execution, delivery, and performance of this Agreement have been duly authorized
by all requisite  corporate action on behalf of Azul,  including approval by the
disinterested  members of the Azul board of directors.  This  Agreement has been
executed and delivered by Azul and constitutes a valid and binding obligation of
Azul  enforceable in accordance with its terms (except as limited by bankruptcy,
insolvency,  or other laws affecting the enforcement of creditors' rights).  The
execution, delivery and performance of this Agreement will not conflict with any
provision of Azul's  certificate  of  incorporation,  bylaws or any agreement to
which Azul is a party or otherwise bound.

         (c) Valid  Issuance of Issued Azul Shares.  The Issued Azul Shares have
been duly  authorized,  and will upon  issuance  pursuant to the terms hereof be
validly issued, fully paid and non-assessable.

                                   ARTICLE III

                                 INDEMNIFICATION

         Section  3.1   Survival  of   Representations   and   Warranties.   The
representations  and  warranties  herein  shall  survive  from  the date of this
Agreement for a period of one year.

         Section 3.2 Tudor Trust  Indemnification.  Tudor Trust shall  indemnify
and hold Azul  harmless  against any and all  damages,  liabilities,  claims and
expenses  (including   reasonable  attorney  fees)  resulting  from  any  untrue
representation  by Tudor  Trust or the  breach of any  warranty  of Tudor  Trust
contained herein.

         Section 3.3 Azul  Indemnification.  Azul shall indemnify and hold Tudor
Trust  harmless  against any and all damages,  liabilities,  claims and expenses
(including reasonable attorney fees) resulting from any untrue representation by
Azul or the breach of any warranty of Azul contained herein.
<PAGE>

                                   ARTICLE IV

                                  MISCELLANEOUS

         Section 4.1 Counterparts and Facsimile  Signatures.  This Agreement may
be executed in  counterparts  and signature  pages may be delivered by facsimile
transmission.

         Section 4.2  Governing  Law.  This  Agreement  shall be governed by and
construed in accordance with the laws of the State of Delaware.

         Section 4.3 Amendment.  This Agreement may be amended only by a written
instrument signed by both parties hereto.


                                      * * *


         IN WITNESS WHEREOF, this Share Purchase and Sale Agreement is hereby
duly executed on the date first written above effective as of March 31, 2001.


AZUL HOLDINGS INC.,                         TUDOR TRUST
a Delaware corporation

By: /S/ EDWARD S. WITTMAN                   By: /S/ JEFFREY L. NEUMAN
    ---------------------                       ---------------------
    Edward S. Wittman, Vice President           Jeffrey L. Neuman, Sole Trustee
    and Chief Financial Officer