Exhibit
      10.19

    


    NEWPOINT
      ADVISORS, LLC

    509
      Madison Avenue, 15th
      Floor

    New
      York,
      NY 10022

     

    March
      1,
      2006

    Azur
      Holdings, Inc.

    101
      NE
      3rd
      Avenue,
      Suite 1220

    Fort
      Lauderdale, Florida 33301

     

    
      	
              Attention:

            	
              Donald
                Goree, hairman & Chief Executive
                Officer

            


    

     

    Dear
      Mr.
      Goree:

    


    We
      are
      pleased to set forth the terms of the retention of Newpoint
      Advisors, LLC (“Newpoint”)
      by
      Azur Holdings, Inc. (collectively with its affiliates, “AZUR”).

    


    1.       Newpoint
      shall, on a non-exclusive basis, assist AZUR with advancing its overall business
      and strategic objectives. Newpoint
      hereby agrees to become a strategic and business consultant to AZUR and to
      render such advice, consultation, information and services to AZUR regarding
      general investor relations,
      corporate finance, and mergers and acquisitions and business development,
      including, but not limited to, the following: 

    


    (a)
             assist AZUR with advancing its
      business objectives, including analyzing AZUR’s business and revenue models and
      capital structure;

    


    (b)       assist
      AZUR in the identification and selection of appropriate merger and acquisition
      candidates, strategic partners, disposition of assets, or joint ventures as
      deemed appropriate by AZUR and assisting in structuring and negotiation of
      merger and acquisitions (“M&A”)
      activities;

    


    (c)
             advise AZUR with respect to its plans
      and strategies for raising capital, market making and exchange listing, analyst
      coverage and institutional market support; 

    


    (d)
             assist AZUR in developing a
      communications plan directed at informing the investing public as to the
      business of AZUR; 

    


    (e)
             assist AZUR in its discussions with
      underwriters, investors, brokers and institutions and other professionals
      retained by AZUR; 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        NEWPOINT
          ADVISORS, LLC

        


        AZUR
          HOLDINGS, INC.

        March
          1, 2006

        Page
          2

      

    

    


    (f)
             advise and assist AZUR with
      coordinating retained public relations professionals; and

    


    (g)
             introduce members of AZUR’s management
      to securities dealers and market makers, if AZUR so desires.       

    


    At
      no
      time will Newpoint provide services which would require Newpoint to be
      registered and licensed with any federal or state regulatory body or
      self-regulating agency. 

    


    2.       In
      connection with Newpoint’s activities on AZUR’s behalf, Newpoint will
      familiarize itself with the business, operations, properties, financial
      condition, and prospects of AZUR. The retention by AZUR of Newpoint as business
      advisor as heretofore described shall be for an indefinite term subject to
      termination in accordance with the provisions of Section 8 and 9
      hereof.

    


    3.       In
      connection with Newpoint’s activities on AZUR’s behalf, AZUR will cooperate with
      Newpoint and will furnish Newpoint with all information and data concerning
      AZUR
      which is reasonably available to AZUR or can be obtained by AZUR without undue
      effort or expense (the “Information”)
      which
      Newpoint reasonably deems appropriate and will provide Newpoint with access
      to
      AZUR’s managers, members, officers, directors, employees, independent
      accountants, legal counsel, consultants, and representatives. AZUR represents
      and warrants that AZUR will not knowingly make available to Newpoint any
      Information which contains any untrue statement of a material fact or omits
      to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein not misleading in the light of the circumstances
      under which such statements are made. AZUR further represents and warrants
      that
      any projections provided by it to Newpoint will have been prepared in good
      faith
      and will be based upon assumptions which, in light of the circumstances under
      which they are made, are reasonable. AZUR acknowledges and agrees that, in
      rendering its services hereunder, Newpoint will be using and relying on the
      Information without independent verification thereof by Newpoint or independent
      appraisal by Newpoint of any of AZUR’s assets. Newpoint does not assume
      responsibility for any information regarding AZUR. Any advice rendered by
      Newpoint pursuant to this Agreement may not be disclosed publicly without
      Newpoint’s prior written consent.

    


    4.       In
      consideration of its services pursuant to this Agreement, Newpoint shall be
      entitled to receive, and AZUR agrees to pay Newpoint, the following
      compensation:

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        NEWPOINT
          ADVISORS, LLC

        


        AZUR
          HOLDINGS, INC.

        March
          1, 2006

        Page
          3

      

    

           

    (a)
             Warrants to purchase an aggregate
      number of shares of common stock of AZUR (i) equal to 9.8% of the outstanding
      common stock of AZUR as of the date hereof (the “Outstanding Stock”) at the
      exercise price per share equal to 50% of the closing price for the common stock
      of AZUR on the last trading day prior to the date of exercise of such warrants.
      The warrants shall contain standard “net issuance” or “cashless exercise”
provisions and may only be exercised in such manner. They may not be exercised
      for cash, property, other shares of AZUR stock or any combination of the
      foregoing or for any other consideration. Of such warrants, warrants to purchase
      an aggregate of 5.88% of the Outstanding Stock shall be exercisable on and
      after
      the date hereof and warrants to purchase an aggregate of 3.92% of the
      Outstanding Stock shall become exercisable on September 1, 2006 provided that
      on
      or prior to such dates this Agreement has not been terminated. If this Agreement
      is effectively terminated under Section 9 prior to September 1, 2006, then
      the
      warrants to purchase an aggregate of 3.92% of the Outstanding Stock shall not
      become exercisable and shall be cancelled. Once they become exercisable, such
      warrants shall remain exercisable until the tenth anniversary of the date
      hereof. Simultaneously with the issuance to Newpoint of an executed warrant
      certificate reflecting the above terms Newpoint shall return to Azur
      International, Inc. (“AII”) for cancellation the warrant certificate issued by
      AII to Newpoint pursuant to the engagement letter between AII and Newpoint
      and
      such warrants will no longer be of any further force or effect.

    


    (b)       Finder’s
      fees as follows: (i) in the case of an M&A transaction involving AZUR and
      any entity or entities (“Introduced
      Entities”)
      introduced to AZUR directly by Newpoint including those introduced directly
      by
      Newpoint prior to date of this Agreement, AZUR shall pay Newpoint at the closing
      of such transaction cash in the amount equal to 5% of the aggregate
      Consideration (as hereinafter defined) from $0 to, but excluding, $10,000,000,
      4% of the aggregate Consideration from $10,000,000 to, but excluding,
      $20,000,000, 3% of the aggregate Consideration from $20,000,000 to, but
      excluding, $30,000,000, 2% of the aggregate Consideration from $30,000,000
      to,
      but excluding, $40,000,000, and 1% of the Consideration from $40,000,000 and
      above; (ii) in connection with any investment made by an Introduced Entity
      involving the purchase of equity securities of AZUR, AZUR shall pay to Newpoint
      at the closing of such transaction cash in an amount equal to 10% of the
      aggregate Consideration (as hereinafter defined) from $0 to, but excluding,
      $1,000,000, 8% of the aggregate Consideration from $1,000,000 to, but excluding,
      $3,000,000, 6% of the aggregate Consideration from $3,000,000 to, but excluding,
      $5,000,000, 4% of the aggregate Consideration from $5,000,000 to, but excluding,
      $10,000,000, 3% of the aggregate Consideration from $10,000,000 to, but
      excluding, $20,000,000 and 2% of the Consideration from $20,000,000 and above;
      and (iii) in connection with any investment made by an Introduced Entity
      involving the purchase of debt securities of AZUR, AZUR shall pay to Newpoint
      at
      the closing of such transaction cash in an amount equal to 4% of the aggregate
      Consideration (as hereinafter defined) from $0 to, but excluding, $1,000,000,
      3%
      of the aggregate Consideration from $1,000,000 to, but excluding, $3,000,000,
      2%
      of the aggregate Consideration from $3,000,000 to, but excluding, $5,000,000,
      1.5% of the aggregate Consideration from $5,000,000 to, but excluding,
      $10,000,000, 1.25% of the aggregate Consideration from $10,000,000 to, but
      excluding, $20,000,000 and 1% of the Consideration from $20,000,000 and above.
      For purposes of this Agreement, “Consideration”
shall
      include the aggregate amount of cash, securities, or other assets received,
      or
      paid by, AZUR or its shareholders in connection with a purchase of AZUR’s equity
      or debt securities and, in the case of an M&A transaction, plus (A) the
      present value of any payments made or to be made pursuant to installment notes,
      covenants not-to-compete, or other, similar arrangements (but excluding any
      future compensation for future employment in an amount consistent with that
      paid
      by AZUR prior to the M&A transaction; (B) the face amount of any debt (but
      excluding operating leases, trade payables and normal accruals) which is assumed
      otherwise borne by the purchaser; and (C) the amount of any dividends or other
      extraordinary payments or distributions made in anticipation of the M&A
      transaction. The “present
      value of any payments made or to be made”
shall
      be determined using the face amount of the payments, and a discount rate equal
      to the yield of 5-year Treasuries plus 1% at the end of the day immediately
      preceding the close of the M&A transaction. Any securities or other non-cash
      consideration, received as consideration shall have a value equal to the cash
      equivalent value, as reasonably determined by the mutual agreement of the
      parties hereto. If the M&A transaction takes the form of a purchase of
      assets and an assumption of liabilities, then Consideration shall include the
      fair market value of the assets purchased, plus the face amount of any debt
      (but
      excluding operating leases, trade payables and normal accruals) that is assumed
      by the purchaser. If all or any portion of the Consideration payable in
      connection with the M&A transaction includes contingent future payments,
      then AZUR shall pay to Newpoint, upon consummation of the M&A transaction,
      an additional cash fee determined in accordance with this Paragraph 4(c), when,
      and if, such contingency payments are received. However, in the event of an
      installment purchase at a fixed price and a fixed time schedule AZUR agrees
      to
      pay to Newpoint, upon consummation of the M&A transaction, a cash fee
      determined in accordance with this Paragraph 4(c) based upon the present value
      of such installment payments using a discount rate referenced above.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        NEWPOINT
          ADVISORS, LLC

        


        AZUR
          HOLDINGS, INC.

        March
          1, 2006

        Page
          4

      

    

    


    5.       Assumption
      of Past Due Balance. Pursuant to an assignment and assumption agreement between
      Azur International Inc. and AZUR,(a copy of which will be provided to Newpoint)
      AZUR agrees to assume the $275,000 past due balance (the “Past Due Balance”)
      owed by Azur International Inc. to Newpoint. Newpoint agrees to the assignment
      by Azur International Inc. and AZUR’s assumption of the Past Due Balance. AZUR
      agrees to make payment and Newpoint agrees to accept payment of the Past Due
      Balance on or before twelve months after the execution of this Agreement.


    


    6.       In
      addition to the fees described in Paragraph 4 above, AZUR agrees to promptly
      after the incurrence thereof reimburse Newpoint for travel expenses incurred
      in
      connection with its retention hereunder; provided, however, that in order to
      be
      reimbursable, any such expenses in excess of $1000 shall require the prior
      approval of AZUR. .

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        NEWPOINT
          ADVISORS, LLC

        


        AZUR
          HOLDINGS, INC.

        March
          1, 2006

        Page
          5

      

    

    


    7.       AZUR
      agrees to indemnify Newpoint in accordance with the indemnification provisions
      (the “Indemnification
      Provisions”)
      attached to this Agreement as Annex A, which Indemnification Provisions are
      incorporated herein and made a part hereof. 

    8.       The
      parties agree that (a) prior to having any contact with any Introduced Entity,
      AZUR shall provide notice thereof to Newpoint, and (b) except as provided in
      the
      last two sentences of Section 9, if AZUR should enter into any transaction
      with
      any Introduced Entity during the period commencing on the termination of this
      Agreement and for a period of two years thereafter as a result of which Newpoint
      would have been entitled to fees pursuant to this Agreement had such transaction
      been entered into during the term of this Agreement, upon the closing of such
      transaction AZUR shall pay to Newpoint the fee set forth in this Agreement.
      This
      provision shall survive the termination of this Agreement.

    


    9.       Either
      party may terminate this Agreement at any time upon 30 days’ prior written
      notice, without liability or continuing obligation, except as set forth in
      the
      following sentence. Neither termination of this Agreement nor completion of
      the
      assignment contemplated hereby shall affect: (i) any compensation earned by
      Newpoint up to the date of termination or completion, as the case may be,
      including the entirety of the consulting fees referenced in Paragraph 4 hereof
      and the obligation of AZUR to pay the Past Due Balance pursuant to Paragraph
      5
      hereof; (ii) the reimbursement of expenses incurred by Newpoint up to the date
      of termination or completion, as the case may be, (iii) the provisions of
      Paragraphs 3 through 8, Paragraph 10 and (iv) the Indemnification Provisions
      attached as Annex A hereto which are incorporated herein, all of which shall
      remain operative and in full force and effect. Notwithstanding the foregoing,
      if
      any one or more of Mike Rice, Stephen McDermott or Greg Johnson shall at any
      time cease to be principals of Newpoint, Newpoint shall give written notice
      thereof to AZUR (the “Principal Termination Notice”) and AZUR may terminate this
      Agreement as a result of such fact by giving to Newpoint not later than 60
      days
      after the receipt of the Principal Termination Notice 30 days prior written
      notice of termination. 

    


    10.       As
      a result of this Agreement, AZUR may provide Newpoint with confidential
      information regarding Azur including, but not limited to, any oral
      communications between the AZUR and Newpoint, business plans, information,
      data,
      figures, projections, methods of operation, estimates, tax records, accounting
      procedures, etc. (“Confidential Information”). Newpoint agrees to treat as
      private and privileged any and all Confidential Information and limit disclosure
      and use of the Confidential Information given by Company to and by only those
      employees, agents, representatives, sellers, independent contractors or
      financiers of Newpoint having the need to know such information in connection
      for purposes of this Agreement.

     

    11.       The
      validity and interpretation of this Agreement shall be governed by the law
      of
      the State of New York applicable to agreements made and to be fully performed
      therein. AZUR irrevocably submits to the jurisdiction of any court of the State
      of New York or the United States District Court for the Southern District of
      the
      State of New York for the purpose of any suit, action, or other proceeding
      arising out of this Agreement, or any of the agreements or transactions
      contemplated hereby, which is brought by or against AZUR 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 AZUR has acquired, or hereafter may acquire, any immunity from jurisdiction
      of any such court or from any legal process therein, AZUR hereby waives, to
      the
      fullest extent permitted by law, such immunity. AZUR 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) AZUR is not
      personally subject to the jurisdiction of any such court, (b) AZUR is immune
      from any legal process (whether through service or notice, attachment prior
      to
      judgment, attachment in aid of execution, execution, or otherwise) with respect
      to AZUR’s property or (c) any such suit, action, or proceeding is brought in an
      inconvenient forum. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        NEWPOINT
          ADVISORS, LLC

        


        AZUR
          HOLDINGS, INC.

        March
          1, 2006

        Page
          6

      

    

    


    12.       The
      benefits of this Agreement shall inure to the respective successors and assigns
      of the parties hereto and of the indemnified parties hereunder and their
      successors and assigns and representatives, and the obligations and liabilities
      assumed in this Agreement by the parties hereto shall be binding upon their
      respective successors and assigns.

    


    13.       For
      the convenience of the parties hereto, any number of counterparts of this
      Agreement may be executed by the parties hereto. Each such counterpart shall
      be,
      and shall be deemed to be, an original instrument, but all such counterparts
      taken together shall constitute one and the same Agreement. This Agreement
      may
      not be modified or amended except in writing signed by the parties
      hereto.

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      NEWPOINT
        ADVISORS, LLC

      


      AZUR
        HOLDINGS, INC.

      March
        1, 2006

      Page
        7

    

    


    If
      the
      foregoing correctly sets forth our Agreement, please sign the enclosed copy
      of
      this letter in the space provided and return it to us at the address set forth
      above. 

     

    
      	 	Very truly
              yours, 
	 	 	 
	 	 	 
	 	NEWPOINT
              ADVISORS, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Stephen
              R. McDermott
	 	
              
Name:
              Stephen R. McDermott
	 	Title:
              Managing Director 


    

     

    


    
      
        	Confirmed and Agreed
                to:	 
	this 1st day of March,
                2006 	 
	 	 
	 	 
	 Azur
                Holdings, Inc. 	 
	 
 	 
 
	By:
                /s/ Donald
                Goree
                
Name:
                Donald Goree	 
	Title: Chairman
&
                CEO	
              


      



    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      NEWPOINT
        ADVISORS, LLC

      


      AZUR
        HOLDINGS, INC.

      March
        1, 2006

      Page
        8

       

    

    Annex
      A

    


    INDEMNIFICATION
      PROVISIONS

     

    AZUR
      HOLDINGS, INC.(the “Company”)
      agrees
      to indemnify and hold harmless Newpoint Advisors, LLC (“Newpoint”)
      against any and all losses, claims, damages, obligations, penalties, judgments,
      awards, liabilities, costs, expenses, and disbursements (and any and all
      actions, suits, proceedings, and investigations in respect thereof and any
      and
      all legal and other costs, expenses, and disbursements in giving testimony
      or
      furnishing documents in response to a subpoena or otherwise), including, without
      limitation the costs, expenses, and disbursements, as and when incurred, of
      investigating, preparing, or defending any such action, suit, proceeding, or
      investigation (whether or not in connection with litigation in which Newpoint
      is
      a party), directly or indirectly, caused by, relating to, based upon, arising
      out of, or in connection with Newpoint’s acting for AZUR, including, without
      limitation, any act or omission by Newpoint in connection with its acceptance
      of
      or the performance or non-performance of its obligations under the letter
      agreement dated March 1, 2006, between Newpoint and AZUR, as it may be amended
      from time to time (the “Agreement”);
      provided, however, such indemnity agreement shall not apply to any portion
      of
      any such loss, claim, damage, obligation, penalty, judgment, award, liability,
      cost, expense, or disbursement to the extent it is found in a final judgment
      by
      a court of competent jurisdiction (not subject to further appeal) to have
      resulted primarily and directly from the gross negligence or willful misconduct
      of Newpoint. AZUR also agrees that Newpoint shall not have any liability
      (whether direct or indirect, in contract or tort or otherwise) to AZUR for
      or in
      connection with the engagement of Newpoint, except to the extent that any such
      liability is found in a final judgment by a court of competent jurisdiction
      (not
      subject to further appeal) to have resulted primarily and directly from
      Newpoint’s gross negligence or willful misconduct.

    


    These
      Indemnification Provisions shall be in addition to any liability which AZUR
      may
      otherwise have to Newpoint or the persons indemnified below in this sentence
      and
      shall extend to the following: Newpoint, its affiliated entities, directors,
      officers, employees, legal counsel, agents, and controlling persons (within
      the
      meaning of the federal securities laws). All references to Newpoint in these
      Indemnification Provisions shall be understood to include any and all of the
      foregoing.

     

    If
      any
      action, suit, proceeding, or investigation is commenced, as to which Newpoint
      proposes to demand indemnification, it shall notify AZUR with reasonable
      promptness; provided, however, that any failure by Newpoint to notify AZUR
      shall
      not relieve AZUR from its obligations hereunder, except to the extent that
      AZUR
      is prejudiced thereby. Newpoint shall have the right to retain counsel of its
      own choice to represent it, and AZUR shall pay the fees, expenses, and
      disbursements of such counsel; and such counsel shall, to extent consistent
      with
      its professional responsibilities, cooperate with AZUR and any counsel
      designated by AZUR. AZUR shall be liable for any settlement of any claim against
      Newpoint made with AZUR’s written consent, which consent shall not be
      unreasonably withheld. AZUR shall not, without the prior written consent of
      Newpoint, settle or compromise any claim, or permit a default or consent to
      the
      entry of any judgment in respect thereof, unless such settlement, compromise,
      or
      consent includes, as an unconditional term thereof, the giving by the claimant
      to Newpoint of an unconditional release from all liability in respect of such
      claim.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      NEWPOINT
        ADVISORS, LLC

      


      AZUR
        HOLDINGS, INC.

      March
        1, 2006

      Page
        9

       

    

    In
      order
      to provide for just and equitable contribution, if a claim for indemnification
      pursuant to these Indemnification Provisions is made, but it is found in a
      final
      judgment by a court of competent jurisdiction (not subject to further appeal)
      that such indemnification may not be enforced in such case, even though the
      express provisions hereof provide for indemnification in such case, then AZUR,
      on the one hand, and Newpoint, on the other hand, shall contribute to the
      losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
      costs, expenses, and disbursements to which the indemnified persons may be
      subject in accordance with the relative benefits received by AZUR, on the one
      hand, and Newpoint, on the other hand, and also the relative fault of AZUR,
      on
      the one hand, and Newpoint on the other hand, in connection with the statements,
      acts, or omissions which resulted in such losses, claims, damages, obligations,
      penalties, judgments, awards, liabilities, costs, expenses, or disbursements
      and
      the relevant equitable considerations shall also be considered. No person found
      liable for a fraudulent misrepresentation shall be entitled to contribution
      from
      any person who is not also found liable for such fraudulent misrepresentation.
      Notwithstanding the foregoing, Newpoint shall not be obligated to contribute
      any
      amount hereunder that exceeds the amount of fees previously received by Newpoint
      pursuant to the Agreement.

    


    Neither
      termination nor completion of the engagement of Newpoint referred to above
      shall
      affect these Indemnification Provisions which shall then remain operative and
      in
      full force and effect.