SETTLEMENT AND SHARE REPURCHASE AGREEMENT

EXHIBIT 10.2

ARVANA, INC.

and

BRULEX – CONSULTADORIA ECONOMICA E MARKETING LTDA.

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

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