Exhibit
      10.1

    


    AGREEMENT

    


    THIS
      AGREEMENT is made and entered into this 4th
      day of
      August 2006 and effective as of the 28th
      day of
      July 2006 (the “Effective Date”) by and between Azur Shell Landing Development
      II LLC, a Mississippi limited liability company (“ASLD II”), Azur Holdings,
      Inc., a Delaware corporation (“AHI”), Azur Shell Landing Resort Inc., a
      Mississippi corporation (“ASLR”), Azur International, Inc., a Nevada corporation
      (“Azur”), and Forsythe Partners, LLC, a Mississippi limited liability company
      (“Forsythe”). Collectively, the above entities are referred to as the
“Parties.”

    


    RECITALS

    


    WHEREAS
      ASLD II, ASLR, Azur and AHI (the latter by amendment), entered into a
      Co-ownership Agreement on or about October 21, 2005 to develop certain real
      property located in Gautier, Mississippi, and otherwise known as the “Shell
      Landing Development” (“Shell Landing”); and

    


    WHEREAS
      ASLD II owns certain property within Shell Landing described on the attached
      Exhibit A, upon which a condominium project has been proposed to be constructed,
      known as “The Islands at Shell Landing” (“Condo Site”); and 

    


    WHEREAS
      ASLD II owns the Condo Site, subject to a Deed of Trust, dated May 4, 2005
      held
      by Olympic Coast Investment, Inc. (“Olympic”) and a Second Deed of Trust dated
      November 3, 2005 held by Omicron Master Trust (“Omicron”); and

    


    WHEREAS
      Forsythe desires to participate in the development of the Condo Site upon the
      terms set forth herein; and

    


    WHEREAS
      the parties desire to memorialize the critical terms of their agreement
      intentions regarding the Condo Site, recognizing that additional documents
      may
      be required to be executed by them to finalize the transaction. 

    


    WHEREAS
      The Islands at Shell Landing, LLC (“Islands LLC”) is a Mississippi limited
      liability company, which is wholly owned by ASLR, but has no assets, debts,
      liabilities or other obligations.

    


    NOW,
      THERFORE, for and in consideration of Ten ($10.00) Dollars paid by each of
      the
      parties hereto to the other, and in consideration of the mutual promises of
      the
      parties hereto running one to the other, the receipt and sufficiency of which
      is
      hereby acknowledged by each of the parties hereto, it is hereby agreed as
      follows.

    


    1. Incorporation
      of Recitals. The above recitals are incorporated herein by
      reference.

    


    2. Ownership
      of Condo Site. ASLD II and ASLR shall transfer all of their respective interests
      in the Condo Site to a Mississippi limited liability company, “The Islands at
      Shell Landing, LLC” (“Islands LLC”). A formal real estate contract memorializing
      all of the terms of that transfer shall be prepared and executed by ASLD II,
      ASLR and Islands LLC within three business days after this Agreement is
      executed. ASLD II and ASLR shall deliver at Closing a warranty deed transferring
      the Condo Site to Islands LLC.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3. Purchase
      of Islands LLC Ownership Interest. 

    


    A. In
      consideration for ASLD II and ASLR transferring the Condo Site to Islands LLC,
      ASLD II’s members (currently Crawford Family Limited Partnership and Naranjo
      Family Limited Partnership) shall become members of the Islands LLC and each
      receive a sixteen and two-thirds percent (162⁄3%) ownership interest in, the
      Islands, LLC and AHI shall each become Members in, and receive a sixteen and
      two-thirds percent (162⁄3%) ownership interest in, the Islands, LLC.

    


    B. In
      consideration for it becoming Member in, and ASLR transferring a fifty percent
      (50%) ownership interest in, the Islands, LLC. Forsythe shall: 

    


    (1)
      pay
      ASLR on the Effective Date the sum of one hundred thousand dollars ($100,000)
      (“Deposit”). Forsythe agrees that this deposit shall be released to ASLR and
      shall be non-refundable, even if this transaction fails to close for any
      reason.

    


    (2)
      pay
      on or before the Closing Date the additional sum of three million, one hundred
      thousand dollars ($3,100,000) (“Balance”), which shall be paid as
      follows;

    


    (a)
      one
      million, two hundred thousand dollars ($1,200,000) to Omicron;

    


    (b)
      one
      million, one hundred ninety thousand dollars ($1,190,000) to Olympic,


    


    (c)
      three
      hundred twenty thousand dollars ($320,000) to ASLD II to be distributed 50%
      to
      each member of ASLD II, 

    


    (d)
      one
      hundred sixty thousand dollars ($160,000) to AHI, and, 

    


    (e)
      two
      hundred thirty thousand dollars ($230,000) to ASLR.

    


    (3)
      assume all responsibility and obligations (including financial) to develop
      no
      less than 126 luxury units at the Condo Site. To the extent that funds are
      required to develop the Condo Site, Forsythe agrees to provide 100% of such
      funding. However, if required by a lending institution, Carl Crawford and AHI
      shall each provide a personal guarantee for no more than fifty percent (50%)
      of
      any construction loan obtained.

    


    C. Within
      five (5) business days after this Agreement is executed, a limited liability
      company agreement (“LLC Agreement”) for Islands LLC shall be prepared setting
      forth all of the Members’ rights, duties, obligations and other terms, including
      but not limited to, the Members and Manager(s) (and their respective rights
      and
      percentages of ownership, majority voting rights, etc.), obligations of the
      respective Members for the development of the Condo Site, etc. The managers
      of
      Islands LLC shall be Carl Crawford and a person to be designated by Forsythe
      within five business days.

    


    4. Closing.
      The Closing Date shall be no later than September 1, 2006. If this transaction
      fails to close on or before the Closing Date, then (1) the real estate contract
      referenced in Section 2 shall terminate, (2) any deed transferring the Condo
      Site which has been executed and held in trust by closing counsel or any
      third-party shall be destroyed, (3) any LLC Agreement for Islands LLC shall
      terminate, (4) ownership of the Condo Site shall remain with ASLD II and ASLR;
      and (5) this Agreement shall terminate and be of no further force and effect.
      The parties agree that time is of the essence with respect to this
      Agreement.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Upon
      written request by Forsythe delivered to ASLR and ASLD II before the Closing
      Date, accompanied by a contemporaneous nonrefundable payment by Forsythe to
      ASLR
      in the amount of One Hundred Thousand Dollars ($100,000.00) (the “Extension
      Payment”) in immediately available funds, Purchaser may delay the Closing Date
      until September 25, 2006 (“Extended Closing Date”). The Extension Payment shall
      not be credited against the Purchase Price. Any further extension of the Closing
      Date must be agreed to in writing by all parties.

    


    5. Modification
      of Co-ownership Agreement. To the extent this Agreement in any way differs
      from, or contradicts, the Co-Ownership Agreement or any amendments thereto,
      then
      the parties agree this Agreement shall control.

    


    6.
       Authority.
      Each
      person signing below, warrants and represents that he has the requisite
      authority to execute this Agreement and bind that respective party to the terms
      and conditions set forth herein.

    


    7.  Transfer
      and Assignment.
      All the
      terms, covenants and conditions herein contained shall be for and shall inure
      to
      the benefit of and shall bind the respective parties hereto and their legal
      representatives, successors and assigns, respectively.

     

    8.  Attorney’s
      Fees.
      If any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the prevailing party shall be entitled to reasonable costs
      and
      attorney's fees, including costs and attorney's fees for any appellate
      proceedings.

    


    9.  Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original and all of which together shall be deemed to be one
      and
      the same instrument.

    


    10.  No
      Assignment.
      No party
      may assign nor delegate any of its rights or obligations hereunder without
      first
      obtaining the written consent of every other party. 

    


    11. Amendment.
      The
      parties hereto may amend, modify and supplement this Agreement only in such
      manner as may be agreed upon by them in writing. 

    


    12. Severability.
      If any
      provision of this Agreement is determined to be illegal or unenforceable, such
      provision will be deemed amended to the extent necessary to conform to
      applicable law or, if it cannot be so amended without materially altering the
      intention of the parties, it will be deemed stricken and the remainder of the
      Agreement will remain in full force and effect.

    


    13. Notices.
      All notices, demands and acceptances required to be given hereunder shall be
      in
      writing and shall be delivered by hand, mailed by certified or registered mail,
      return receipt requested, or delivered by a nationally recognized overnight
      delivery service, to the following addresses:

    


    
      
        
        

      

      
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                To
                  ASLD II & Carl Crawford: 

              	
                3499
                  Shell Landing Boulevard

              
	 	
                Gautier,
                  Mississippi 39553

              
	 	
                Attn:
                  Carl Crawford

              
	 	 
	
                To
                  ASLR, AHI, Azur:

              	
                101
                  NE 3rd
                  Avenue, Suite 1220

              
	 	
                Fort
                  Lauderdale, Florida 33303

              
	 	
                Attn:
                  President

              
	 	 
	
                Copy
                  To:

              	
                Stephen
                  W. Burrow

              
	 	
                Williams,
                  Heidelberg, Steinberger & McElhaney

              
	 	
                P.O.
                  Box 1407

              
	 	
                Pascagoula,
                  MS 39568-1407

              
	 	 
	
                To
                  Forsythe:

              	
                ____________________________

              
	 	
                ____________________________

              
	 	
                Attn:
                  Jake Cantrell, Manager

              


      

    

     

    14. Governing
      Law and Venue. This Agreement shall be construed in accordance with and
      governed by the laws of the State of Mississippi. The parties consent to the
      jurisdiction of either the U.S. District Court for the Southern District of
      Mississippi, Southern Division, or any court of the State of Mississippi located
      in Jackson County, Mississippi.

    


    15. Entire
      Agreement. The parties agree that this Agreement, and the future agreements
      identified herein, embodies the entire agreement and understanding of the
      parties with respect to the transactions contemplated hereby and supersedes
      all
      prior written or oral commitments, arrangements or understandings between the
      parties with respect thereto. There are no restrictions, agreements, promises,
      warranties, covenants or undertakings with respect to the transactions
      contemplated hereby other than those expressly set forth herein. 

     

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

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the day and year first above
      written.

    


    Azur
      Shell Landing Development II LLC

    

      
        	
                By:
                  

              	
                /s/
                  Carl Crawford 

              	 
	 	
                Carl
                  Crawford, Manager

              


      

    

     

    Azur
      Shell Landing Resort Inc.

     

    
      	
              By:
                

            	
              /s/
                Carl Crawford 

            	 
	 	
              Carl
                Crawford, President

            


    

     

    Azur
      International, Inc.

     

    
      	
              By:
                

            	
              /s/
                Donald Winfrey

            	 
	 	
              Donald
                Winfrey, President

            


    

    


    Azur
      Holdings, Inc. 

     

    
      	
              By:
                

            	
              /s/
                Donald Winfrey

            	 
	 	
              Donald
                Winfrey, President

            


    

     

    Forsythe
      Partners, LLC

     

    
      	
              By:
                

            	
              /s/
                Jake Cantrell 

            	 
	 	
              
                Jake
                  Cantrell, one of its Managers


              

            


    

     

    
      
        
        

      

      
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