Filed by Automated Filing Services Inc. (604) 609-0244 - Arvana Inc. - Exhibit 10.2






EXHIBIT 10.2

ARVANA, INC.

and

BRULEX – CONSULTADORIA ECONOMICA E MARKETING
LTDA.

 

 

	 
	SETTLEMENT AND SHARE REPURCHASE AGREEMENT 
	 
	December 7, 2007 
	 


Lang Michener LLP




SETTLEMENT AND SHARE REPURCHASE AGREEMENT

THIS AGREEMENT is made effective as of December 7, 2007,


BETWEEN:

ARVANA, INC., a Nevada
corporation with an address at 2610 –
1066 West Hastings Street, Vancouver,
British Columbia, Canada 
V6E 3X2

(“Arvana”)

AND:

BRULEX – CONSULTADORIA ECONOMICA E

MARKETING LTDA., a Madeira corporation with an address at 
Rua da
Algondega nr. 13, Madeira, Portugal 

(“Brulex”)

WHEREAS:

(A)          
Arvana (formerly known as Turinco, Inc.) purchased from Brulex all of the
outstanding shares of a certain company, under the terms of the Previous
Agreement, in exchange for, among other things, the Current Promissory Note and
the Arvana Shares;

(B)          
Under the Previous Agreement Turinco also agreed to pay, subject to
confirmation, the Price Adjustment Amount; and

(C)          
Arvana and Brulex have agreed to settle the Current Promissory Note and the
obligation to pay the Price Adjustment Amount, and return the Arvana Shares to
Arvana for cancellation, on the terms set out herein.

THIS AGREEMENT WITNESSES THAT the Parties, intending to
be legally bound, covenant and agree as follows:

PART 1

DEFINITIONS AND INTERPRETATION

Definitions

1.1          
In this Agreement, including the recitals, the following words and phrases have
the following meanings:

(a)          
“Arvana Shares” means the 3,541,700 shares of common stock of Arvana
issued to Brulex under the terms of the Previous Agreement;




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(b)          
“Arvana Release” means the release substantially in the form set out in
Exhibit B to this Agreement,

(c)          
“Brulex Release” means the release substantially in the form set out in
Exhibit A to this Agreement,

(d)          
“Closing” means the repayment of the Current Promissory Note and
repurchase of the Arvana Shares in accordance with the terms of this
Agreement;

(e)          
“Closing Date” means the date of Closing, as determined in accordance
with §2.3 of this Agreement;

(f)          
“Current Promissory Note” means the interest free promissory note of
Arvana issued to Brulex under the terms of the Previous Agreement, under which
€170,000 is still owed by Arvana to Brulex;

(g)          “Encumbrance”
means any lien, claim, charge, pledge, hypothecation, security interest,
mortgage, title retention agreement, option, assignment, license or other
encumbrance or adverse claim of any nature or kind whatsoever;

(h)          
“New Promissory Note” means the promissory note substantially in the form
set out in Exhibit C;

(i)          
“Party” means each party to this Agreement individually and
“Parties” mean each Party collectively;

(j)          
“Previous Agreement” means the Share Purchase Agreement among Turinco,
Inc. (now Arvana), Brulex and Hallotel Deutschland GmbH dated August 9,
2006;

(k)          
“Price Adjustment Amount” means all amounts owing under §2.3 of the
Previous Agreement, which is currently estimated to total €359,000; and

(l)          
“Purchase Price” has the meaning set out in §2.1;

Interpretation

1.2          
In this Agreement, including the recitals, except as otherwise expressly
provided herein:

(a)          
“this Agreement” means this Settlement and Share Repurchase Agreement as it may
from time to time be supplemented or amended;

(b)          
the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Part, clause,
subclause or other subdivision or schedule;

(c)          
the singular of any term includes the plural and vice versa and the use of any
term is equally applicable to any gender and where applicable to a body
corporate;




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(d)          
the word “including” is not limiting (whether or not non-limiting language such
as “without limitation” or “but not limited to” or other words of similar import
are used with reference thereto);

(e)           a
reference to a Part is to a Part of this Agreement, and the symbol § followed by
a number or some combination of numbers and letters refers to the section,
paragraph, subparagraph, clause or subclause of this Agreement so
designated;

(f)          
the headings to the Parts and clauses of this Agreement are inserted for
convenience only and do not form a part of this Agreement and are not intended
to interpret, define or limit the scope, extent or intent of this Agreement or
any provision hereof; and

(g)          
any reference to a corporate entity includes and is also a reference to any
corporate entity that is a successor or predecessor to such entity.

PART 2

SETTLEMENT OF OUTSTANDING OBLIGATIONS

Settlement

2.1          
At the Closing, Arvana will pay to Brulex €225,000 (the “Purchase Price”) in
consideration for

(a)          
the return of the Arvana Shares to Arvana for cancellation; and

(b)          
the cancellation of the Current Promissory Note and obligation to pay the Price
Adjustment Amount.

2.2          
The Purchase Price will be payable (a) €75,000 in cash on Closing, and (b) by
the issue of the New Promissory Note. 

Closing Date

2.3          
The Closing will take place on the date of execution of this Agreement, or such
other date as the Parties will agree, provided that in no event will the Closing
Date be later than December 7, 2007.

Closing Documents

2.4          
At the Closing, the Parties will deliver to the other such documents as are
reasonably necessary to complete the transactions contemplated under this
Agreement, including 

(a)          
the delivery by Brulex to Arvana of 




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(i)          
the certificates representing the Arvana Shares along with a properly executed
share transfer form,

(ii)          
the Current Promissory Note, and

(iii)          
the Brulex Release, and 

(b)          
the delivery by Arvana to Brulex of 

(i)          
the cash payment due under §2.2(a), 

(ii)          
the New Promissory Note, and 

(iii)          
the Arvana Release.

PART 3

REPRESENTATIONS AND WARRANTIES 

Representations and Warranties of Arvana 

3.1          
Arvana represents and warrants to Brulex that, as at both the effective date of
this Agreement and the Closing Date, Arvana owns and has good and marketable
title to all of the Arvana Shares as the legal and beneficial owner thereof,
free and clear of all Encumbrances.

Representations and Warranties of Brulex 

3.2          
Brulex confirms, represents and warrants to Arvana that the amount owing or
potentially owing under the Current Promissory Note and the amount of the Price
Adjustment Amount are correctly set out in §1.1 and that no other amounts are
owing or potentially owing by Arvana in respect of those or any other obligation
under the Previous Agreement.

PART 4

DISPUTE RESOLUTION

Submission to Arbitration

4.1          
If, at any time, there is a dispute between the parties with respect to any
matter arising out of or relating to this Agreement or the transactions
contemplated hereunder, either party will be entitled to refer the dispute to
binding arbitration by a single arbitrator in accordance with the rules of
arbitration of the International Chamber of Commerce as modified by the
provisions herein.

Place of Arbitration

4.2          
The arbitration will take place in Federal Republic of Germany.




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Acceptance and Implementation

4.3          
Each party agrees to participate in good faith in the arbitration process and
will accept as final and binding and proceed in good faith diligently to
implement, the award or decision of the arbitrator. An award or decision of the
arbitrator concerning the interpretation of this Agreement will be binding on
the parties.

Legal Proceedings

4.4          
Subject to §4.5 and except as otherwise agreed to by the parties, a legal
proceeding commenced by a party in respect of an issue or dispute under this
Agreement will be stayed until an arbitration is initiated and a decision on the
arbitration is delivered or the arbitration process has otherwise ended and will
be discontinued following the award or decision of the arbitrator on the
arbitration unless the award or decision concludes the arbitration and the
dispute remains unresolved.

Exclusions

4.5          
This Part 4 will not apply to any legal proceeding seeking the grant of
injunctions, restraining orders, specific performance and similar remedies from
a court of competent jurisdiction.

PART 5

GENERAL

Governing Law and Attornment

5.1          
This Agreement will be exclusively governed by, and interpreted and construed in
accordance with, the laws prevailing in the Federal Republic of Germany and the
parties irrevocably and unconditionally attorn to the jurisdiction of the courts
of the Federal Republic of Germany and all courts having appellate jurisdiction
thereover. Each party hereby irrevocably waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect of any
litigation directly or indirectly arising out of, under or in connection with
this Agreement.

Time of Essence

5.2          
Time is of the essence in the performance of each obligation under this
Agreement.

Public Notices

5.3          
The Parties agree that all notices to third parties and all other publicity
concerning the transactions contemplated by this Agreement will be jointly
planned and co-ordinated and no Party will act unilaterally in this regard
without the prior approval of the others, such approval not to be unreasonably
withheld.




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Public Disclosure

5.4          
Before and after Closing, none of the Parties will disclose the terms of this
Agreement, except as reasonably required for income tax purposes or as otherwise
may be required by law including all securities laws and applicable stock
exchange rules and policies. Notwithstanding the foregoing, in the case of any
public filing of this Agreement under applicable securities laws the Parties
will use reasonable efforts to jointly plan and coordinate such filings.

Entire Agreement

5.5          
This Agreement constitutes the entire agreement between the Parties and
supersedes all prior agreements and understandings, oral or written, by and
between any of the Parties with respect to the subject matter hereof.

Waiver and Consent

5.6          
No delay or failure by a party to exercise any of its rights under this
Agreement constitutes a waiver of any such right. No consent or waiver, express
or implied, by a party to, or of any breach or default by any other party of,
any or all of its obligations under this Agreement will,

(a)           be
valid unless it is in writing and stated to be a consent or waiver pursuant to
this section,

(b)           be
relied upon as a consent to or waiver of any other breach or default of the same
or any other obligation, 

(c)          
constitute a general waiver under this Agreement, or

(d)          
eliminate or modify the need for a specific consent or waiver pursuant to this
section in any other or subsequent instance.

Severability

5.7          
If a court of other tribunal of competent jurisdiction determines that any one
or more of the provisions contained in this Agreement is invalid, illegal or
unenforceable in any respect in any jurisdiction, the validity, legality and
enforceability of such provision or provisions will not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein will not in any way
be affected or impaired thereby, unless in either case as a result of such
determination this Agreement would fail in its essential purpose.

Amendments

5.8          
This Agreement may not be amended except in writing signed by each Party.




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Further Assurances

5.9          
The Parties will with reasonable diligence, do all such things and provide all
such reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each Party will provide such further
documents or instruments required by the other Party as may be reasonably
necessary or desirable to give effect to the purpose of this Agreement and carry
out its provisions whether before or after the Closing Date.

Assignment

5.10          
No Party may assign this Agreement or any rights or obligations under this
Agreement without the prior written consent of the other Parties.

Enurement

5.11          
This Agreement and each of the terms and provisions hereof will enure to the
benefit of and be binding upon the Parties and their respective heirs,
executors, administrators, personal representatives, successors and permitted
assigns.

Counterparts

5.12          
This Agreement may be executed in any number of counterparts, in original form
or by facsimile, each of which will together, for all purposes, constitute one
and the same instrument, binding on the parties, and each of which will together
be deemed to be an original, notwithstanding that each party is not a signatory
to the same counterpart.

IN WITNESS WHEREOF the Parties have duly executed this
Agreement effective as of the day and year first above written.

BRULEX-CONSULTADORIA
ECONOMICA         

E MARKETING LTDA.

	Per: 	/s/ Bayram Yildizogu 	 
	  	Authorized Signatory 	 


ARVANA, INC.

	Per: 	/s/ Wayne Smith 	 
	  	Authorized Signatory 	 






EXHIBIT A

FORM OF BRULEX RELEASE

KNOW ALL PERSONS BY THESE PRESENTS that for the
consideration set out in the Settlement and Share Repurchase Agreement (the
“Agreement”) dated December 7, 2007, and other good and valuable consideration
paid by Arvana, Inc. (“Arvana”) to Brulex –Consultadoria Economica E Marketing
Ltda (“Brulex”), Brulex does HEREBY REMISE, RELEASE AND FOREVER
DISCHARGE Arvana, and its respective agents, attorneys, officers, employees,
directors, advisors, administrators, executors, successors or assigns (including
any heirs of the foregoing) (collectively, the “Released Parties”) of and from
any and all manner of actions, causes of actions, damages, suits, debts,
liabilities, covenants, contracts, claims, costs, expenses, compensation and
demands of every kind whatsoever whether in law or in equity and howsoever
arising, whether known or unknown, arising under, out of or in any way connected
with or related to, directly or indirectly, the Previous Agreement, the Current
Promissory Note, the Price Adjustment Amount and the Arvana Shares (each as
defined in the Agreement).

AND IT IS UNDERSTOOD AND AGREED that Brulex will not
make any claim or claims or take any proceedings arising under, out of or in any
way connected with or related to, directly or indirectly, the Previous
Agreement, the Current Promissory Note, the Price Adjustment Amount or the
Arvana Shares against any person, corporation, partnership or party which might
result in a claim for contribution or indemnity from any of the Released Parties
and if Brulex, its respective shareholders, partners, directors, officers,
employees, agents, attorneys, advisors, administrators, executors, successors or
assigns (including any heirs of the foregoing) (collectively, the “Releasing
Parties”) makes such a claim or takes such proceedings then Brulex covenants and
agrees for and on behalf of the Releasing Parties to save harmless and indemnify
the Released Parties and each of them of and from any and all liabilities,
damages, interests, costs (including legal fees and disbursements as between
solicitor and own client), expenses and compensation of whatsoever kind in
respect of any such claim for contribution and indemnity or otherwise; and

AND IT IS FURTHER UNDERSTOOD AND AGREED that this
Release 

(a)           is
contractual and not a mere recital, and

(b)          
will only continue to have force and effect if the amounts owing to Brulex under
the New Promissory Note (as defined in the Agreement) are repaid by Arvana. 

IN WITNESS WHEREOF Brulex has duly executed this Release
the 30th day of November, 2007.

BRULEX – CONSULTADORIA ECONOMICA E MARKETING

LTDA..

	Per: 	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	Title: 	 	 






EXHIBIT B

FORM OF ARVANA RELEASE

KNOW ALL PERSONS BY THESE PRESENTS that for the
consideration set out in the Settlement and Share Repurchase Agreement (the
“Agreement”) dated December 7, 2007, and other good and valuable consideration
paid by Arvana, Inc. (“Arvana”) to Brulex –Consultadoria Economica E Marketing
Ltda (“Brulex”), Arvana does HEREBY REMISE, RELEASE AND FOREVER
DISCHARGE Brulex, and its respective agents, attorneys, officers, employees,
directors, advisors, administrators, executors, successors or assigns (including
any heirs of the foregoing) (collectively, the “Released Parties”) of and from
any and all manner of actions, causes of actions, damages, suits, debts,
liabilities, covenants, contracts, claims, costs, expenses, compensation and
demands of every kind whatsoever whether in law or in equity and howsoever
arising, whether known or unknown, arising under, out of or in any way connected
with or related to, directly or indirectly, the Previous Agreement, the Current
Promissory Note, the Price Adjustment Amount and the Arvana Shares (each as
defined in the Agreement).

AND IT IS UNDERSTOOD AND AGREED that Arvana will not
make any claim or claims or take any proceedings arising under, out of or in any
way connected with or related to, directly or indirectly, the Previous
Agreement, the Current Promissory Note, the Price Adjustment Amount or the
Arvana Shares against any person, corporation, partnership or party which might
result in a claim for contribution or indemnity from any of the Released Parties
and if Arvana, its respective shareholders, partners, directors, officers,
employees, agents, attorneys, advisors, administrators, executors, successors or
assigns (including any heirs of the foregoing) (collectively, the “Releasing
Parties”) makes such a claim or takes such proceedings then Arvana covenants and
agrees for and on behalf of the Releasing Parties to save harmless and indemnify
the Released Parties and each of them of and from any and all liabilities,
damages, interests, costs (including legal fees and disbursements as between
solicitor and own client), expenses and compensation of whatsoever kind in
respect of any such claim for contribution and indemnity or otherwise; and

AND IT IS FURTHER UNDERSTOOD AND AGREED that this
Release is contractual and not a mere recital.

IN WITNESS WHEREOF Arvana has duly executed this Release
the 30th day of November, 2007.

ARVANA, INC.

	Per: 	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	Title: 	 	 






EXHIBIT C

FORM OF NEW PROMISSORY NOTE

ARVANA, INC.

PROMISSORY NOTE

	€150,000 	December 7, 2007 


FOR VALUE RECEIVED, Arvana, Inc. (the “Borrower”) promises to
pay to the order of BRULEX – Consultadoria Economica e Marketing ltda. (the
“Noteholder”) the sum of €150,000 (the “Principal”), without interest, on the
following terms:

(a)          
€75,000 of the Principal will be paid to the Noteholder by December 7, 2007;

(b)          
the remaining €75,000 of the Principal will be paid to the Noteholder by
December 31, 2007;

(c)           no
interest will accrue on the Principal if it is repaid on the respective due
dates (the “Due Dates”) in paragraphs (a) and (b);

(d)          
interest will accrue if the Principal is not repaid when required, at the rate
of 10% per year and will be added to the Principal; and

(e)           no
principal or interest payments are required before the Due Dates, but the
Borrower may at any time prepay all or any portion of any amounting owing
pursuant to this Promissory Note without penalty.

The undersigned hereby waives demand and presentation for
payment, notice of non-payment, protest and notice of dishonour.

ARVANA, INC.

	Per: 	 	 
	                   	Authorized
      Signatory