ECOLAND
      INTERNATIONAL, INC.

    CONVERTIBLE
      PROMISSORY NOTE

     

    
      
        	 LOAN
                AMOUNT	 	$	50,000.	 
	 FACE
                VALUE	 	$	60,000	 


      

    

     

    December
      15th
      ,
      2006

    


    FOR
      VALUE
      RECEIVED, ECOLAND INTERNATIONAL, INC. a Nevada corporation (“Maker”)
      with
      principle headquarters located 4425 Ventura Canyon Ave., Suite 105 Sherman
      Oaks,
      CA 91423 hereby promises to pay to the order of Raymond Russell, together with
      any subsequent holder of this Note (“Holder”),
      the
      principal sum Sixty Thousand and No/100 Dollars ($60,000.00)
      , which
      sum is the amount financed (the "Loan
      Amount").
      

    


    Terms:
      This
      Note shall be due and payable without demand or notice in one (1) lump sum
      of
      unpaid principal on December 15th
      , 2007
      or earlier as provided below (“Maturity”).
      The
      Maturity shall be the earlier December 15th,
      2007 or
      the date that Maker receives its next funding either from the proceeds of a
      loan
      made by another lender or from the sale of Maker’s capital stock. In addition
      the Holder of the note may convert at his own option into the Company’s capital
      stock at $0.02 per share. Time is of the essence with respect to all payments
      and all obligations of Maker. Maker may prepay or convert this Note in full
      or
      in part at any time without penalty. 

    


    Use
      of Funds:
      Maker
      hereby represents and warrants that the proceeds of this loan shall be used
      (1)
      solely for Maker's business purposes; (2) not for the benefit of any of Maker’s
      affiliates or principals. Maker hereby acknowledges that but for its above
      representations and warranties, Holder would not make this loan or extend credit
      to Maker.

    


    Application
      of Payments:
      All
      payments received by Holder from or for the account of Maker due hereunder
      may
      be applied by Holder, in its sole and absolute discretion, in the following
      manner, or in any other order or manner as Holder chooses:

    


    First:
      To pay
      any and all costs, advances, expenses or fees due, owing and/or payable to
      Holder or paid or incurred by Holder, arising from or out of this Note, and
      any
      of the other Loan Documents; 

    


    Second:
      Payment
      of the outstanding principal balance on this Note.

    


    Default:
      Maker
      shall automatically and without notice or demand from Holder be in default
      if
      any of the following occurs: (a) failure of Maker to make any payment under
      this
      Note when due; (b) failure of Maker to timely comply with any other term,
      obligation, covenant or condition contained in this Note or the other Loan
      Documents; (c) the insolvency of Maker, the appointment of a receiver for any
      part of the Collateral, any assignment for the benefit of creditors, any type
      of
      creditor workout, or the commencement of any proceeding under any bankruptcy
      or
      insolvency laws by or against Maker; the foregoing are collectively hereinafter
      referred to as “Event(s)
      of Default.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Upon
      the
      occurrence of any Event of Default, and at any time thereafter, without notice
      to Maker, Holder, at its option, may exercise any one or more of the following
      rights and remedies, in addition to those provided for in the Loan Documents
      and
      any other rights or remedies available at law or in equity: (a) to declare
      the
      entire indebtedness under this Note immediately due and payable; and (b) sell
      or
      otherwise dispose of the Collateral with or without notice, at a public or
      private sale, with Maker remaining responsible for any amounts that are due
      under the Note after Holder has deducted all costs including, but not limited
      to, actual attorneys’ fees related to conducting the sale or disposition of the
      Collateral.

     

    Costs:
      Maker
      agrees to reimburse Holder for all costs, including, without limitation, actual
      attorneys’ costs, fees and disbursements, and all other expenses incurred to
      prepare the Loan Documents and to collect or enforce Holder’s rights under this
      Note and the Loan Documents, including repossession of the
      Collateral.

     

    No
      Offset:
      This
      Note is not subject to offset decrease, reductions, deductions, or counterclaim
      of any kind or nature whatsoever. Time is of the essence with respect to all
      payments and all obligations of Maker.

    


    Waiver
      of Trial by Jury:
      IN ANY
      ACTION BROUGHT BY HOLDER, MAKER, OR ANY THIRD PARTY ARISING UNDER THIS NOTE,
      OR
      ANY OTHER LOAN DOCUMENTS, OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION
      THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY ACTION BASED UPON FRAUD,
      NEGLIGENCE, BREACH OF CONTRACT, WASTE, INTENTIONAL TORT OR NEGLIGENT TORT,
      MAKER
      HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY AND AGREES THAT SUCH ACTION SHALL
      BE
      TRIED BY THE COURT ONLY. MAKER FURTHER AGREES TO EXECUTE AND TO FILE WITH ANY
      COURT IN WHICH ANY SUCH ACTION IS COMMENCED, ANY DOCUMENTS OR INSTRUMENTS
      NECESSARY TO EVIDENCE OR TO EFFECTUATE THIS WAIVER OF TRIAL BY
      JURY.

    


    
      	·  	
              Additional
                Representations and Warranties:
                Maker further acknowledges that Maker could have borrowed the Loan
                Amount
                from other sources and has reasonable and meaningful financial choices
                available to Maker, that the Loan Documents do not in any way constitute
                unconscionable contracts either substantively or procedurally, that
                the
                terms of this Note have been fully explained to the Maker and that
                Maker
                has voluntarily chosen to take advantage of this Loan. Each individual
                signing below on behalf of Maker hereby individually represents and
                warrants that they have the authority to do so and that the terms
                of all
                the Loan Documents are valid and legally binding on Maker. Maker
                represents and warrants that the Collateral is not in violation of
                any
                laws and agrees to forever indemnify and hold Holder harmless from
                any
                claims, demands, or legal actions arising from third parties out
                of or in
                connection to this Loan. There is no outstanding litigation against
                Maker
                or contemplated litigation to Maker’s knowledge. No settlement agreement
                or any other constraint prohibits the assignment, pledge, hypothecation,
                or transfer of the Collateral. All representations, warranties and
                acknowledgments made by Maker are true and correct and are a material
                inducement to Holder making this loan and shall survive the making
                of this
                Loan and the repayment by Maker.

            


    

     

     

    
      
        
        

      

      
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    Attorney-in-Fact:
      Maker
      hereby appoints Holder as Maker's attorney-in-fact, with full authority in
      the
      place and name of Maker, to take such action and execute such documents as
      Holder may reasonably deem necessary or advisable in connection with the
      exercise of any remedies or any other action taken by Holder under the Security
      Agreement or any other Loan Documents. The foregoing appointment of Holder
      as
      Maker's attorney-in-fact will constitute an irrevocable proxy coupled with
      an
      interest.

    


    Entire
      Agreement:
      This
      Agreement, together with the other Loan Documents, embodies the entire agreement
      of the parties hereto in relation to the Loan, and no other agreement or
      understanding, verbal or otherwise, exists between the Parties except as herein
      expressly set forth herein. This Note can only be amended or modified by a
      written agreement signed by the parties hereto.

    


    Notices:
      All
      notices to either party must be sent by either overnight delivery service or
      Certified Mail, postage prepaid with return receipt requested to the respective
      party’s address on the first page hereof and will be considered received one (1)
      day after deposit with the overnight delivery service or five (5) days after
      the
      Mail postmark date.

     

    Further
      Assurances:
      Maker
      shall, at its sole expense and without expense to Holder, do, execute and
      deliver such further acts and documents as Holder from time-to-time may
      reasonably require for the purpose of assuring and confirming unto Holder the
      rights hereby created or intended, now or hereafter so to be, or for carrying
      out the intention of facilitating the performance of the terms of any Loan
      Documents, or for assuring the validity of any security interest.

     

    Governing
      Law:
      This
      Note and the other Loan Documents shall be governed by and construed and
      enforced in accordance with the internal laws of the California. If either
      party
      files an action against the other arising out of or in connection with this
      Note
      or the Loan Documents, the parties hereto agree to submit to the jurisdiction
      of
      the courts.

    


    Severability:
      In the
      event any provision or provisions of this Note are held to be invalid, illegal
      or unenforceable in any respect, this Note shall be construed as not containing
      that provision or provisions and all other provisions of this Note shall remain
      in full force and effect, and to this end the provisions of this Note are
      declared to be severable.

     

    
      
        
        

      

      
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      	“MAKER” 	 	 	 
	 	 	 	 
	ECOLAND INTERNATIONAL, INC.	 	 	 
	 	 	 	 
	 	 	 	 
	By: David
              Wallace	 	 	 
	 	 	 	 
	
              
President
              and Chief Executive Officer	 	 	
            


    

     

    THIS
      PROMISSORY NOTE CONTAINS FOUR (4) PAGES

     

    
      
        
        

      

      
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