Exhibit 10.23

                                    AGREEMENT

         This Agreement (the "Agreement") is executed this ___day of June, 2001,
as agreed to by the parties on or before  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").

1.       Recitals.
         --------

               (a) On January  19,  2001,  the  secured  lenders  (the  "Secured
Lenders,"  including  Tudor  Trust  and  Azul) of  PlazaBlue  Inc.,  a  Delaware
corporation ("PlazaBlue"),  completed their acquisition at a foreclosure sale of
all of the assets of PlazaBlue.

               (b) By  assignments  dated  effective as of January 19, 2001, the
Secured Lenders assigned to 2001  Investments LLC, a Colorado limited  liability
company ("2001  Investments,") their interests in all of the assets of PlazaBlue
acquired pursuant to the foreclosure sale.

               (c)  Pursuant  to the terms of this  Agreement,  Azul  desires to
transfer all of its membership  units in 2001 Investments (the "Units") to Tudor
Trust  at  Azul's  cost  for  the  Units  plus  interest   accrued   thereon  in
consideration  for a reduction in like amount of certain  indebtedness that Azul
currently owes to Tudor Trust.

         2. Purchase and Sale. Azul hereby assigns, sells and transfers to Tudor
Trust the Units at Azul's  acquisition cost for the Units of $2,450,000.00  plus
interest accrued thereon at the rate of 10% per annum  compounded  annually from
July 1, 2000 to January 19, 2001,  for a total of  $2,562,465.28,  together with
interest  accrued thereon at the rate of 8% per annum for the period January 20,
2001 to March 31, 2001, for a total value of $2,602,341.40, in consideration for
a reduction in like amount of Azul's  indebtedness to Tudor Trust resulting from
advances  made by Tudor Trust to Azul after June 19, 2000 pursuant to the Fourth
Amendment  to the Second  Amended and Restated  Secured  Advance  Facility  Loan
Agreement between Azul and Tudor Trust dated effective as of June 19, 2000. Such
assignment,  sale and  transfer  shall  include all of Azul's  right,  title and
interest in and with respect to the Units.

         Azul represents and warrants that it is the owner of the Units free and
clear of all liens, encumbrances and restrictions other than those imposed by
the Operating Agreement of 2001 Investments. Azul and Tudor Trust each
represents and warrants to the other that its performance of this Agreement has
been duly approved in accordance with its respective governing documents.


         3. Miscellaneous Provisions.

               (a) This Agreement  represents the entire agreement between Tudor
Trust and Azul with respect to the subject matter herein.

               (b) This Agreement  shall be governed by the laws of the State of
Colorado.

               (c) This Agreement shall be binding upon and inure to the benefit
of Azul and Tudor Trust and their respect successors, heirs and assigns.

               (d) This Agreement may be executed by facsimile.





                                   TUDOR TRUST



                                          By:___________________________
                                             Jeffrey L. Neuman, sole trustee


                                          AZUL HOLDINGS INC.,
                                          a Delaware corporation



                                          By: /S/ EDWARD S. WITTMAN
                                              ---------------------
                                              Edward S. Wittman, Vice President
                                              and Chief Financial Officer