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EXHIBIT 10.2

                              SETTLEMENT AGREEMENT

This settlement agreement, the "Agreement", is made by and between Donald Zink,
individually, "Zink", and Focal Corporation, "Focal", a Utah corporation, and
United Native Depository Corporation, "UNDC" a corporation organized under the
laws of the Navajo Nation, who shall be hereinafter be referred to as the
Parties.

                                    RECITALS:

WHEREAS, Zink is currently in possession of 1,666,667 shares of common stock in
Focal, the "Zink Stock" of which 650,000 shares are free trading and 1,016,667
are restricted, and;

WHEREAS, on July 31, 2001 Zink exercised warrants to purchase 850,000 shares of
the Zink Stock in consideration for a promissory note, the "Note", made in the
amount of $850,000 which amount is reflected on the books and records of Focal
as a stock subscription receivable, and;

WHEREAS, the Parties intend to modify their agreement to the purchase Focal
stock on terms herein specified, and;

WHEREAS, the Parties intend to settle and release irrevocably certain matters
outstanding between them by entering into this Agreement,

NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants,
representations and warranties contained herein and for other good and valuable
consideration the existence, sufficiency and receipt of which is hereby
acknowledged, the Parties hereto agree as follows:

1.   BANK TRANSFER OF STOCK. Immediately upon execution of this Agreement Zink
     agrees to send the Give Stock to the Focal Transfer agent with instruction
     as follows:

     a.   The 650,000 shares shall be transferred as to 433,333 shares to the
          name of UNDC in twenty certificate of 20,000 shares each and one
          certificate for 12,000 shares. As soon as such shares shall be
          transferred or re issued, as the case may be, the certificates shall
          be delivered to UNDC and Zink Respectively

     b.   The 1,016,667 restricted shares shall be transferred as to 716,667
          shares to the name of UNDC and 300,000 shares re issued in the name of
          Zink, in the case of UNDC in one certificate and in the case of Zink
          in 30 certificates of 10,000 shares each. These certificates, herein
          called the transfer stock shall be held by Focal's transfer agent
          under instructions from Zink until such time as Focal provides an
          opinion letter to remove the restriction from any Transfer Stock

     c.   Once an opinion letter is available for the Transfer Stock, Zink
          agrees the Transfer Stock shall be transferred into the name of UNDC.
          Zink agrees to provide all such authorization and stock powers as
          required to effect said transfer once the restrictions are removed.

     d.   Transfer of the Transfer Stock shall release Zink from any and all
          obligations under the Note to Focal used as consideration for the
          850,000 shares of Focal stock in addition to any other release or
          discharge as contemplated hereunder.

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2.   REMAINDER STOCK. The Parties agree that Zink will remain the owner of
     record for 517,000 common shares of Focal common stock once this
     Agreement's provisions are complied with of which 217,000 shall be free
     trading shares and 300,000 shall be restricted shares. Further the Parties
     agree that $7,080.54 as a reimbursement for expenses due and payable to
     Zink shall be considered fully paid as of the date hereof. Zink agrees that
     in disposing of any of the Remainder Stock he will consult with UNDC as to
     how to distribute the stock in such a manner as will not upset the markets
     ability to handle such shares.

3.   MUTUAL RELEASE. The Parties, for themselves and their associates, hereby
     release, remise and forever discharge the other Parties to this Agreement
     from any and all claims which either they or their associates, may have had
     in the past, may now have, or may have or acquire in the future, against
     each of the Parties by reason of any matter, cause, occurrence, event,
     series of events, happening or thing whatsoever, from the beginning of time
     to the date hereof, including, all matters herein described. No Party, by
     entering into this Agreement, by making any payment hereunder or by taking
     any action as required hereunder, admits any liability to any other Party,
     or any of them, under the any Agreement implied or expressed between the
     Parties, or any of them, and further, each Party expressly denies any such
     liability.

4.   WAIVER. Should any provision of this Agreement be found to be unenforceable
     the remaining provisions shall be in full force and effect. Any waiver,
     amendment or modification to this Agreement shall be effective only if made
     in writing and agreed by the Parties hereto.

5.   COUNTERPARTS AND FACSIMILE. This Agreement may be signed in one or more
     counterparts, each of which will be deemed an original and all of which
     together shall constitute an agreement. Facsimile signatures shall be
     deemed original signatures for the purpose of execution of this Agreement.

6.   CONTROLLING LAW. This Release, and the rights and obligations of the
     parties hereunder, will be construed under the laws of the State of
     California.

7.   LEGAL ADVICE. Each of the Parties to this Agreement represents and warrants
     each to the other that they have had their own professional and legal
     advice in connection with this Agreement. Each Party hereto shall pay their
     own legal expenses.

8.


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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of latest
day and date shown below.

United Native Depository Corporation
Deni Leonard, President

                   /S/                     Date:       MAY 13, 2002
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Focal Corporation
Deni Leonard, President

                   /S/                     Date:       MAY 13, 2002
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Donald Zink
Individually

                   /S/                     Date:       5-14-02
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