CO-OWNERSHIP AGREEMENT

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Exhibit 2.1

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.

<PAGE>

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.

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:

<PAGE>

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"),

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

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