CO-OWNERSHIP AGREEMENT

 

                                   Exhibit 2.1

 

                             CO-OWNERSHIP AGREEMENT

 

      THIS AGREEMENT is made and entered into this 21st day of October 2005 by

and between Azur Shell Landing Development II LLC, a Mississippi limited

liability company ("ASLD II"), Azur Shell Landing Resort Inc., a Mississippi

corporation ("ASLR") and Azur International, Inc., a Nevada corporation

("Azur"). ASLR and ASLD II are sometimes referred to herein below as the

"Co-Owners".

 

                                     RECITALS

 

      A. Crawford Family Limited Partnership, a Mississippi limited partnership

      ("Crawford"), and Naranjo Family Limited Partnership, a Florida limited

      partnership ("Naranjo") each own 50% of the membership interests in ASLD

      II.

 

      B. ASLD II owns five (5) parcels of land with an as is undeveloped

      appraised value of $19,170,000 (per the appraisal) described on the

      attached Exhibit A (the "Property") and, subject to the terms and

      conditions of this Agreement, desires to convey to ASLR a 95% undivided

      tenants-in-common interest in the Property (the "Transferred Interest")

      and require ASLR to manage and provide the financing to develop and sell

      the Property, it being the intention of the parties that ASLR shall

      develop the Property into a resort community.

 

      C. The parties desire that the conveyance to ASLR of the Transferred

      Interest shall be made subject to ASLD II (1) remaining the title owner of

      record of the Property and (2) becoming and retaining the right to act as,

      the sole trustee for the Co-Owners as beneficial owners of the Property;

 

      D. ASLR and ASLD II desire to establish their relative ownership interests

      in the Property as tenants-in-common and to set forth an agreed basis upon

      which the Transferred Interest shall be conveyed to ASLR and thereafter

      how the 95% undivided tenants-in-common interest in the Property owned by

      ASLR and the 5% undivided tenants-in-common interest in the Property to be

      retained by ASLD II shall be owned by them.

 

      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.

 

 

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2. Closing. The Closing Date shall be no later than November 4, 2005. (If the

Closing Date does not occur on or prior to November 4, 2005, then, except as

provided in Section 11(b) regarding the survival of the general releases and

indemnities given by the parties, this Agreement shall automatically terminate

and be of no further force and effect.) As consideration for the transfer of the

Transferred Interest, ASLR shall cause to be delivered on the Closing Date the

following consideration. All of the consideration set forth below shall be

deemed to be payment to ASLD II, but ASLD II directs that in lieu of a direct

payment to ASLD II, the consideration be paid to the members of ASLD II,

Crawford and Naranjo, as set forth below.

 

      2.1 The following shall be paid directly to Naranjo:

 

            (a)    On the Closing Date, ASLR shall pay to Naranjo by check or

                  wire transfer of immediately available funds the sum of One

                  Million Dollars ($1,000,000),

 

            (b)    On the Closing Date, Azur shall issue to Naranjo and/or those

                  persons designated by Naranjo prior to the Closing Date a

                  certificate or certificates aggregating 5,000,000 restricted

                  shares of Common Stock, par value $.0001 per share, of Azur

                  ("Azur Common Stock"), which shall be exchanged for an

                  aggregate of 2,500,000 shares of Common Stock, par value

                  $.0001, of New Harvest Capital Corporation, a Delaware

                  corporation ("New Harvest") upon a share exchange to be made

                  by all holders of Azur Common Stock upon the effectiveness of

                  a Registration Statement on Form S-4 which has been filed by

                   New Harvest with the Securities and Exchange Commission (the

                  "SEC"), such registration statement to be declared effective

                  within 180 days after the Closing Date.; provided, however,

                  that if Azur shall in its sole discretion determine not to

                  consummate the share exchange with New Harvest, Azur shall

                  file with the SEC a registration statement covering the resale

                  of the Azur Common Stock issued to Naranjo and/or Naranjo's

                  designees under this Agreement and such registration statement

                  shall be declared effective within 180 days after the Closing

                  Date.

 

            (c)    On the Closing Date, Azur shall issue to Naranjo a promissory

                  note in the principal amount of $250,000 in the form of

                  Exhibit B attached hereto (the "Naranjo Note").

 

            (d)    After the Closing Date and until Naranjo shall have received

                  payments in an aggregate amount of $16,000,000 as a result of

                  its 5% undivided tenants-in-common interest the Property,

                  Naranjo shall receive directly and within 5 business days of

                  each closing, 5% of the Gross Proceeds. For purposes of this

                  Agreement, Gross Proceeds means revenue derived from the sale

                  of developed Property, sale of land, lease or rental of any or

                  all of the Property or any interest therein before closing

                  costs, commissions or other expenses paid in connection

                  therewith; provided, however, that in any event, Naranjo shall

                  receive in respect of its 5% undivided interest in the

                  Property on a cumulative basis from the date hereof to

                  December 31 of the year specified below the aggregate amounts

                  set forth in the table below:

 

 

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      By December 31            Total Cumulative Amount of

      --------------            Gross Proceeds Which Must be

                               Received by Naranjo

                               -------------------

 

      2006                       $1,000,000

      2007                        $2,500,000

      2008                       $5,500,000

      2009                       $9,000,000

      2010                      $12,500,000

      2011                      $16,000,000

 

            (e)    ASLR shall pay all closing costs and reasonable attorney's

                  fees incurred by Naranjo associated with the preparation and

                  implementation of this Agreement.

 

      2.2 The following shall be paid directly to or on behalf of Crawford:

 

            (a) On the Closing Date, ASLR shall pay to Crawford by check or wire

transfer of immediately available funds the sum of Two Hundred Fifty Thousand

Dollars ($250,000),

 

            (b) On the Closing Date, ASLR shall issue to the order of Crawford a

promissory note, dated the Closing Date, in the principal amount of $1,460,000

(which amount includes unpaid salary from February 1, 2005 - September 30, 2005

of $210,000), which shall be in the form of Exhibit C attached hereto (the

"Crawford Closing Note"),

 

            (c) On the Closing Date, Azur shall issue to Crawford a certificate

for 5,000,000 restricted shares of Azur Common Stock, which shall be exchanged

for 2,500,000 shares of New Harvest Common Stock upon a share exchange to be

made by all holders of Azur Common Stock upon the effectiveness of a

Registration Statement on Form S-4 which has been filed by New Harvest with the

SEC, such registration statement to be declared effective within 180 days after

the Closing Date; provided, however, that if Azur shall in its sole discretion

determine not to consummate the share exchange with New Harvest, Azur shall file

with the SEC a registration statement covering the resale of the Azur Common

Stock issued to Crawford under this Agreement and such registration statement

shall be declared effective within 180 days after the Closing Date.

 

 

<PAGE>

 

            (d) On the Closing Date, ASLR and Carl Crawford shall enter in an

Employment Agreement in the form of Exhibit D attached hereto (the "Employment

Agreement").

 

            (e) On the Closing Date ASLR shall pay to Shell Landing Golf, L.L.C.

("Shell Golf"), the entire outstanding principal balance and accrued interest of

the Purchase Money Promissory Note, dated November 17, 2004 from The Grand Shell

Landing, Inc. ("Shell Landing") and Carl Crawford to the order of Shell Golf,

which outstanding principal amount and accrued interest is $1,136,000 in the

aggregate as of the date of this Agreement the Shell Golf Note"). Upon payment

of the Shell Golf Note, Azur and Carl Crawford shall direct the Escrow Agent for

that transaction, Stephen W. Burrow, to deliver all remaining shares of Azur in

his possession to Carl Crawford and all remaining shares of The Grand Shell

Landing, Inc. to Azur.

 

            (f) ASLR shall pay all closing costs and reasonable attorney's fees

incurred by Crawford associated with the preparation and implementation of this

Agreement.

 

            (g) After the Closing Date ASLR shall pay to Crawford in perpetuity

5% of all gross proceeds received by ASLR or any of its subsidiaries from of

sales of land from the Property (including individual lots, tracts intended for

development as condos, hotels, retail areas, etc.) less only standard closing

costs and commissions paid by ASLR in connection with such land sales not to

exceed ten percent (10%) of the purchase price. In the event 75% or more of the

Property is sold by ASLR (or any combination of ASLR, its successors, parents,

subsidiaries, affiliates, directors, officers, employees, attorneys,

shareholders or agents), then Crawford shall be paid from the proceeds of that

sale the difference between (i) $5 million and (ii) all prior payments made to

Crawford by ASLR under this Section 2.2(g).

 

            (h) On the Closing Date ASLR shall issue to Crawford, a number of

shares of its common stock so that immediately after the issuance of such

shares, Crawford shall own 25% of the outstanding common stock of ASLR. On the

Closing Date there shall not be outstanding any other class of capital stock of

ASLR nor any securities convertible into, or exercisable or exchangeable for any

shares of ASLR capital stock.

 

      2.3 Upon the payment by ASLR or its successors, parents, subsidiaries or

affiliates to Naranjo of an aggregate of $16,000,000 pursuant Section 2.1(d),

the 5% undivided tenants-in-common interest in the Property beneficially owned

by ASLD II shall, without any further action or the payment of any additional

consideration being required, be transferred and conveyed by ASLD II to ASLR, it

being understood that immediately upon payment of such aggregate amount ASLR

shall own the Property in fee simple. In such event, promptly upon request by

ASLR, each of ASLD II, Naranjo and Crawford shall execute such documents,

agreements and instruments and take such actions as are reasonably necessary to

evidence the ownership of the Property in fee simple by ASLR.

 

 

<PAGE>

 

3. Term. The term of this Agreement shall take effect immediately upon Closing

Date and shall continue until one of the following events occurs: dissolution by

mutual agreement; the sale of the Property; forfeiture of all of ASLR's

interests in the Property pursuant to this Agreement; or, the expiration of 99

years. In addition, each of the parties agrees that immediately upon the payment

by ASLR or its successors, parents, subsidiaries or affiliates to Naranjo of an

aggregate of $16,000,000 pursuant Section 2.1(d), neither ASLD II, Naranjo or

Crawford have any right under Section 6.3 of this Agreement to require ASLR to

forfeit all or any portion of ASLR's interest in the Property and the only

remedy which may be sought for a breach of Section 2.2(g) by ASLR shall be in

money damages. It is the intent of the parties that this instrument binds the

parties hereto and their respective heirs, legal representatives, successors and

assigns.

 

4. Nature of the Ownership in Common. This Agreement shall not constitute the

parties hereto general partners or joint venturers, nor constitute any party the

agent of the other or, except as provided herein, in any manner limit any party

hereto in carrying on its respective separate business or activities, nor impose

upon any party hereto any fiduciary duty by reason of such party carrying on

his/its separate business or activity, nor impose upon any party hereto any

liability or obligation except as herein expressly provided.

 

5. Management. As long as ASLD II or ASLR shall own an interest in the Property,

ASLR shall supervise all work performed in relation to the Property, shall

conduct a sales campaign for retail sale of the Property and shall otherwise use

its best efforts to enable the Property to generate sufficient revenues so as to

enable ASLR to timely meet all of its obligations under Sections 2.1 and 2.2 of

this Agreement. ASLR shall be entitled to engage the services of third parties

to develop and sell the Property. In the performance of its duties, ASLR shall

keep ASLD II advised regarding all actions taken with respect to the Property.

 

6. Interests of the Parties; Defaults; Forfeitures.

 

      6.1 Interests of the Parties. The parties agree that they are and shall be

tenants in common owning undivided percentage interests in the Property as

follows:

 

      ASLD II: 5% equity interest in the fair market value of the Property.

 

      ASLR: 95% interest in the fair market value of the Property.

 

      6.2 Events of Default. ASLR shall be in default for any of the following:

 

 

<PAGE>

 

            (a) Failure to perform any material obligations contained either in

the Agreement or any document to which reference is made in this Agreement;

 

            (b) Failure to maintain all debt obligations current, i.e. no

payment more than 29 days overdue, including, but not limited to, any and all

mortgages on the Property titled in ASLD II;

 

            (c) Failure of Azur to fully and completely comply with applicable

federal laws and regulations regarding publicly-traded securities;

 

            (d) If ASLR or Azur (i) makes an assignment for the benefit of

creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a

bankrupt or insolvent; (iv) files a petition or answer seeking for himself any

reorganization, arrangement, composition, readjustment, liquidation,

dissolution, or similar relief under any statute, law or regulation; (v) files

an answer or other pleading admitting or failing to contest the material

allegations of a petition filed against it in any proceeding of the nature

described in this paragraph; or (vi) seeks, consents to or acquiesces in the

appointment of a trustee, receiver or liquidator of the member or of all or any

substantial part of its properties;

 

            (e) If one hundred twenty (120) days after the commencement of any

proceeding against ASLR or Azur seeking reorganization, arrangement,

composition, readjustment, liquidation, dissolution, or similar relief under any

statute, law or regulation, the proceeding has not been dismissed, or if within

ninety (90) days after the appointment without its consent or acquiescence of a

trustee, receiver or liquidator of the member or of all or any substantial part

of its properties, the appointment is not vacated or stayed or within ninety

(90) days after the expiration of any stay, the appointment is not vacated;

 

            (f) If ASLR is in default under any financing agreement with any

party, which in any way binds or encumbers the Property; or

 

            (g) Permitting a lien of any type to be filed against the Property

which is not removed by dismissal or otherwise within sixty (60) days after

notice thereof.

 

      6.3. Forfeiture. Subject to Section 3, in the event of any default by

ASLR, then ASLR shall forfeit to ASLD II a 75% undivided percentage interest in

the Property, without further action by ASLD II or any other party; provided,

however, that if on the date of the occurrence of any Event of Default the

aggregate outstanding indebtedness secured by the Property exceeds $6,000,000,

then in lieu of a 75% interest, ASLR's entire 95% undivided interest in the

Property shall be forfeited to ASLD II. The forfeiture of the 75% or 95%

undivided interest in the Property by ASLR shall be ASLD II's sole remedy in the

case of the occurrence of an Event of Default. In the event of a forfeiture

under this Section 6.2, the Crawford Employment Agreement shall, without any

action by either party being required, terminate immediately and the shares of

ASLR common stock issued to Crawford pursuant to Section 2.2 of this Agreement,

whether held by Crawford or any transferee, shall revert to Azur.

 

7. Representations and Warranties of ASLD II. ASLD II represents and warrants to

ASLR as follows:

 

 

<PAGE>

 

            (a) Organization. ASLD II is a limited liability company, duly

formed under the laws of the State of Mississippi.

 

            (b) Ownership of Interest in Shell Landing Development. (i) ASLD II

owns the Transferred Interest, subject only to a Deed of Trust, dated May 4,

2005 held by Olympic Coast Investment, Inc. ("Olympic") in Shell Landing

Development (the "Deed of Trust"), and free and clear of all other liens,

encumbrances, charges, security interests, claims and assessments. The

Transferred Interest will be subject to no restrictions with respect to

transferability.

 

            (c) Authority; No Conflict; Required Filing