10.2

    SETTLEMENT
AGREEMENT

    


    This
Settlement Agreement of Debt to Stock conversion (the “Agreement”) is made and
entered effective as of the ,15 day of December 2006, by and between , Ecoland
International, a Nevada  corporation (“Maker”) with corporate office
at 4909 West Joshua Boulevard,

    Suite
1059Chandler, Arizona

     

    and
Raymond Russell., an Individual (“Payee”) with corporate offices at 36 Innisfree
Pk, Newry Co, Down, N lreland..

    


    RECITALS

    


    A.           On
December 15, 2006 Ecoland International) signed a Promissory Note with promises
to pay Raymond Russell. in the amount of ($60,000.00) with interest of 8% until
the due date. The note was to be paid in full on or before December 15, 2007.
Total due at this time would be ($72,000,00).

     

    B.           December
15, 2007 having past this note is now in Default.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    NOW,
THEREFORE, in consideration of the foregoing recitals, and the mutual covenants,
obligations, and mutual general release contained herein, the Parties hereby
agree as follows:

    AGREEMENT

    


    1.           The
Parties agree and acknowledge that the foregoing Recitals are true and
correct.

    2.           Liability.  The
Parties acknowledge that by entering into this Agreement, none of the Parties
are admitting to liability for any claim, including without limitation, those
claims that have been or could have been asserted.

    3.           Obligations of the Parties and Terms
of Settlement  The Parties agreement that Raymond Russell an
Indivual does hold receivable notes for sixty Thousand dollars from Ecoland
International a Nevada Corporation and Ecoland International does agree to
convert $36,000.00 dollars of said notes Common shares of Ecoland
International’s company stock at $.006  per Share

    4.           Additional
Notes.                                It
is understood by both parties that the additional notes totaling $36,000,00 plus
accrued interest of 8% until paid in full shall remain in place and continue to
be secured by the notes that are now in place and attached assets. At Coast
option the additional notes maybe converted into Common shares of Ecoland
International’s company stock .

    
      	
               
      

            	
              5.

            	
              Attorney’s Fees and
      Costs.  The Parties shall bear their own attorneys’ fees
      and  costs.

            


    

     

    
      	
              6.

            	
              General  Provisions.

            


    

    a.           Successors and
Assigns.  The Parties understand and expressly agree that this
Agreement is binding upon them, as well as their heirs, legal representatives,
personal representatives, successors, assigns, agents, and other
representatives.

    


    b.           Governing
Law.  This Agreement is entered into in Arizona, and shall be
interpreted, enforced, and governed by Arizona law.

    


    c.           Severability.  If
a court of competent jurisdiction declares any of the Agreement’s provisions
unenforceable, the remaining provisions shall be enforced as though the
Agreement does not contain the unenforceable provisions.

     

    d.           Further
Actions.   The Parties will execute and deliver to the
other from time to time at or after execution of this Agreement, for no
additional consideration and at no additional cost to the requesting party, such
further documents as may be reasonably necessary to give full effect to this
Agreement and to allow each party fully to enjoy and exercise the rights
accorded and acquired under this Agreement.

     

    e.           Warranty and
Indemnification.  The Parties represent and warrant that as of
the date of this Agreement they have not voluntarily or involuntarily
transferred any of the Released Matters to any other person or entity, and that
no interest created by operation of law exists in any of the Released
Matters.

    


    f.           Entire
Agreement.  This Agreement sets forth the Parties’ complete and
final agreement with respect to the resolution of the matters set forth herein,
and amends any and all prior agreements referenced herein or understandings
between the Parties pertaining to the matters addressed in this
Agreement.  This Agreement may not be altered or amended except by a
written instrument executed by all Parties who are affected by such alteration
or amendment. This Agreement shall not be effective unless and until executed by
all Parties.

    


    g.          Counterparts. This
Agreement may be executed by the Parties in separate counterparts. Upon
execution of a counterpart by each of the Parties, such counterparts shall be
deemed one and the same Agreement.  Facsimile signatures shall be
accepted as original signature as long as they are certified below by the
respective Parties’ counsel.

    


    h.          Construction.  The
Parties and signatories hereto, and each of them, agree and acknowledge that the
terms and language of this Agreement have been jointly drafted by all of the
Parties.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

    


    
      
        
          
            
              
                
                  	 	 
      	
                          Ecoland
      International

                        	 
	 	 
      	 
      	 
	 	
                          By:

                        	
                            s David
      Wallace

                        	 
	 	 
      	
                          –Its
      President& CEO, David Wallace

                        	 
	 	 
      	 
      	 
	 	 	
                          s/Raymond
      Russell

                        	 
	 	 
      	 
      	 
	 	 
      	
                          Raymond
      Russell, an Individual