Exhibit
      10.1


    SPLIT-OFF
      AGREEMENT

    


    This
      SPLIT-OFF AGREEMENT,
      dated
      as of August 15, 2008 (this “Agreement”), is entered into by and among La Cortez
      Energy, Inc. (formerly known as La Cortez Enterprises, Inc.), a Nevada
      corporation (“Seller”), De La Luz Gourmet Chocolates, Inc., Inc., a Nevada
      corporation (“Split-Off Subsidiary”), and Maria de la Luz (the
“Buyer”).

     

    R
      E C I T A L S:

    


    WHEREAS, Seller
      was formed to create, market and sell gourmet chocolates wholesale and retail
      throughout Mexico, as more fully described in the Seller’s registration
      statement on Form SB-2 as filed with the Securities and Exchange Commission
      (the
“SEC”) on November 7, 2006 (the “Legacy Business”); 

    


    WHEREAS,
      Seller
      discontinued the Legacy Business and decided to redirect its business focus
      towards identifying and pursuing opportunities in the energy sector in South
      America (the “New Business”);

    


    WHEREAS, Seller
      is
      the owner of all of the issued and outstanding capital stock of Split-Off
      Subsidiary; and Split-Off Subsidiary is a wholly-owned subsidiary of Seller
      which, pursuant to this Agreement, will acquire the assets and liabilities
      relating to the Legacy Business;

    


    WHEREAS,
      Buyer
      desires to purchase the Shares (as defined in Section
      2.1)
      from
      Seller, and to assume, as between Seller and Buyer, all responsibility for
      any
      debts, obligations and liabilities of Seller and Split-Off Subsidiary relating
      to the Legacy Business, on the terms and subject to the conditions specified
      in
      this Agreement; and

    


    WHEREAS,
      Seller
      desires to sell and transfer the Shares to the Buyer, on the terms and subject
      to the conditions specified in this Agreement.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the covenants, promises and agreements herein
      set forth and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      legally to be bound, agree as follows:

    


    
      	I.	
              ASSIGNMENT
                AND ASSUMPTION OF SELLER’S ASSETS AND LIABILITIES. 

            


    

     

    Subject
      to the terms and conditions provided below:

     

    1.1 Assignment
      of Assets.
      Seller
      hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary,
      and
      Split-Off Subsidiary hereby receives, acquires and accepts, all assets and
      properties of Seller relating
      to the Legacy Business,
      if any,
      including but not limited to the following:

     

    
      	 	
              (a)

            	
              All
                inventories of raw materials, work in process, parts, supplies and
                finished products;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              all
                of Seller’s rights, title and interests in, to and under all contracts,
                agreements, leases, licenses (including software licenses), supply
                agreements, consulting agreements, commitments, purchase orders,
                customer
                orders and work orders, and including all of Seller’s rights thereunder to
                use and possess equipment provided by third parties, and all
                representations, warranties, covenants and guarantees related to
                the
                foregoing (provided that to the extent any of the foregoing or any
                claim
                or right or benefit arising thereunder or resulting therefrom is
                not
                assignable by its terms, or the assignment thereof shall require
                the
                consent or approval of another party thereto, this Agreement shall
                not
                constitute an assignment thereof if an attempted assignment would
                be in
                violation of the terms thereof or if such consent is not obtained
                prior to
                the date hereof, and in lieu thereof Seller shall reasonably cooperate
                with Split-Off Subsidiary in any reasonable arrangement designed
                to
                provide Split-Off Subsidiary the benefits thereunder or any claim
                or right
                arising thereunder);

            


    

     

    
      	 	
              (c)

            	
              all
                intellectual property, including but not limited to issued patents,
                patent
                applications (whether or not patents are issued thereon and whether
                modified, withdrawn or resubmitted), unpatented inventions, product
                designs, copyrights (whether registered or unregistered), know-how,
                technology, trade secrets, technical information, notebooks, drawings,
                software, computer coding (both object and source) and all documentation,
                manuals and drawings related thereto, trademarks or service marks
                and
                applications therefor, unregistered trademarks or service marks,
                trade
                names, logos and icons and all rights to sue or recover for the
                infringement or misappropriation
                thereof;

            


    

     

    
      	 	
              (d)

            	
              all
                fixed assets, including but not limited to the machinery, equipment,
                furniture, vehicles, office equipment and other tangible personal
                property
                owned or leased by Seller;

            


    

     

    
      	 	
              (e)

            	
              all
                customer lists, business records, customer records and files, customer
                financial re-cords, and all other files and information related to
                customers, all customer proposals, all open service agreements with
                customers and all uncompleted customer contracts and agreements;
                and

            


    

     

    
      	 	
              (f)

            	
              to
                the extent legally assignable, all licenses, permits, certificates,
                approvals and authorizations issued by Governmental Entities and
                necessary
                to own, lease or operate the assets and properties of the Seller
                relating
                to the Legacy Business and to conduct the Seller’s Legacy Business as it
                is presently conducted;

            


    

     

    but
      excluding
      in all cases (i) the right, title and assets of Seller relating to the New
      Business, (ii) the capital stock of Split-Off Subsidiary, (iii) all cash and
      cash equivalents and (iv) all accounts receivable
      (all of
      the foregoing being referred to herein as the “Assigned Assets”). 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    1.2 Assignment
      and Assumption of Liabilities. Seller
      hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes
      and agrees to pay, honor and discharge all debts, adverse claims, liabilities,
      judgments and obligations of Seller relating to the Legacy Business, whether
      accrued, contingent or otherwise and whether known or unknown, including those
      arising under any law (including the common law) or any rule or regulation
      of
      any Governmental Entity or imposed by any court or any arbitrator in a binding
      arbitration resulting from, arising out of or relating to the assets,
      activities, operations, actions or omissions relating to the Lagacy Business
      of
      the Seller, or pro-ducts manufactured or sold thereby or services provided
      thereby, or under contracts, agreements (whether written or oral), leases,
      commitments or undertakings thereof, but
      excluding
      in all cases the obligations of Seller relating to the New
      Business
      (all of
      the foregoing being referred to herein as the “Assigned
      Liabilities”).

     

    The
      assignment and assumption of Seller’s assets and liabilities provided for in
      this Article
      I
      is
      referred to as the “Assignment.”

    


    
      II.
        PURCHASE
        AND SALE OF STOCK.

    

     

    2.1 Purchased
      Shares.
      Subject
      to the terms and conditions provided below, Seller shall sell and transfer
      to
      Buyer and Buyer shall purchase from Seller, on the Closing Date (as defined
      in
Section
      3.1),
      all of
      the issued and outstanding shares of capital stock of Split-Off Subsidiary
      (the
“Shares”).

     

    2.2 Purchase
      Price.
      The
      purchase price for the Shares shall be the transfer and delivery by the Buyer
      to
      Seller of the type and number of shares of common stock and other securities
      of
      Seller that Buyer owns (the “Purchase Price Securities”), as set forth in
      Exhibit A attached hereto, deliverable as provided in Section
      3.3.
      

     

    
      III.
        CLOSING.

    

     

    3.1 Closing.
      The
      closing of the transactions contemplated in this Agreement (the “Closing”) shall
      take place as soon as practicable following the execution of this Agreement.
      The
      date on which the Closing occurs shall be referred to herein as the “Closing
      Date.”

     

    3.2 Transfer
      of Shares.
      At the
      Closing, Seller shall deliver to Buyer certificates representing the Shares
      purchased by Buyer, duly endorsed to Buyer or as directed by Buyer, which
      delivery shall vest Buyer with good and marketable title to such Shares, free
      and clear of all liens and encumbrances.

     

    3.3 Payment
      of Purchase Price.
      At the
      Closing, Buyer shall deliver to Seller a certificate or certificates
      representing that portion of the Buyer’s Purchase Price Securities not
      previously delivered to Seller, duly endorsed to Seller, which delivery shall
      vest Seller with good and marketable title to the Purchase Price Securities,
      free and clear of all liens and encumbrances.

     

    3.4 Transfer
      of Records.
      On or
      before the Closing, Seller shall transfer to Split-Off Subsidiary all existing
      corporate books and records in Seller’s possession relating to Split-Off
      Subsidiary and its business, including but not limited to all agreements,
      litigation files, real estate files, personnel files and filings with
      governmental agencies, if any; provided,
      however,
      when
      any such documents relate to both Seller and Split-Off Subsidiary, only copies
      of such documents need be furnished. On or before the Closing, Buyer and
      Split-Off Subsidiary shall transfer to Seller all existing corporate books
      and
      records in the possession of Buyer or Split-Off Subsidiary relating to Seller,
      including but not limited to all corporate minute books, stock ledgers,
      certificates and corporate seals of Seller and all agreements, litigation files,
      real property files, personnel files and filings with governmental agencies;
      provided,
      however,
      when
      any such documents relate to both Seller and Split-Off Subsidiary or its
      business, only copies of such documents need be furnished.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    3.5 Instruments
      of Assignment.
      At the
      Closing, Seller and Split-Off Subsidiary shall deliver to each other such
      instruments providing for the Assignment as the other may reasonably request
      (the “the Instruments of Assignment”).

     

    
      IV.
        BUYER’S
        REPRESENTATIONS AND WARRANTIES.
        Buyer
        represents and warrants to Seller that:

    

     

    4.1 Capacity
      and Enforceability.
      Buyer
      has the legal capacity to execute and deliver this Agreement and the documents
      to be executed and delivered by Buyer at the Closing pursuant to the
      transactions contemplated hereby. This Agreement and all such documents
      constitute valid and binding agreements of Buyer, enforceable in accordance
      with
      their terms.

     

    4.2 Compliance.
      Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby by Buyer will result in the breach of any
      term
      or provision of, or constitute a default under, or violate any agreement,
      indenture, instrument, order, law or regulation to which Buyer is a party or
      by
      which Buyer is bound.

     

    4.3 Purchase
      for Investment.
      Buyer
      is financially able to bear the economic risks of acquiring the Shares and
      the
      other transactions contemplated hereby, and has no need for liquidity in his
      investment in the Shares. Buyer has such knowledge and experience in financial
      and business matters in general, and with respect to businesses of a nature
      similar to the business of Split-Off Subsidiary (after giving effect to the
      Assignment), so as to be capable of evaluating the merits and risks of, and
      making an informed business decision with regard to, the acquisition of the
      Shares and the other transactions contemplated hereby. Buyer is acquiring the
      Shares solely for his own account and not with a view to or for resale in
      connection with any distribution or public offering thereof, within the meaning
      of any applicable securities laws and regulations, unless such distribution
      or
      offering is registered under the Securities Act of 1933, as amended (the
“Securities Act”), or an exemption from such registration is available. Buyer
      has (i) received all the information she has deemed necessary to make an
      informed decision with respect to the acquisition of the Shares and the other
      transactions contemplated hereby; (ii) had an opportunity to make such
      investigation as she has desired pertaining to Split-Off Subsidiary (after
      giving effect to the Assignment) and the acquisition of an interest therein
      and
      the other transactions contemplated hereby, and to verify the information which
      is, and has been, made available to her; and (iii) had the opportunity to
      ask questions of Seller concerning Split-Off Subsidiary (after giving effect
      to
      the Assignment). Buyer acknowledges that Buyer was a director and officer of
      Seller and,
      as
      such, has actual knowledge of the business, operations and financial affairs
      of
      Split-Off Subsidiary (after giving effect to the Assignment). Buyer has received
      no public solicitation or advertisement with respect to the offer or sale of
      the
      Shares. Buyer realizes that the Shares are “restricted securities” as that term
      is defined in Rule 144 promulgated by the SEC under the Securities Act, the
      resale of the Shares is restricted by federal and state securities laws and,
      accordingly, the Shares must be held indefinitely unless their resale is
      subsequently registered under the Securities Act or an exemption from such
      registration is available for their resale. Buyer understands that any resale
      of
      the Shares by her must be registered under the Securities Act (and any
      applicable state securities law) or be effected in circumstances that, in the
      opinion of counsel for Split-Off Subsidiary at the time, create an exemption
      or
      otherwise do not require registration under the Securities Act (or applicable
      state securities laws). Buyer acknowledges and consents that certificates now
      or
      hereafter issued for the Shares will bear a legend substantially as
      follows:

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER
      ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR
      INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
      EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
      QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH
      REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE
      SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT
      AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER
      OF
      THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO
      THE
      AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR
      SUCH
      OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT
      VIOLATE THE SECURITIES LAWS.

     

    Buyer
      understands that the Shares are being sold to her pursuant to the exemption
      from
      registration contained in Section 4(1) of the Securities Act and that the Seller
      is relying upon the representations made herein as one of the bases for claiming
      the Section 4(1) exemption. 

     

    4.4 Liabilities.
      Following the Closing, Seller will have no liability for any debts, liabilities
      or obligations of Split-Off Subsidiary or its business or activities, and there
      are no outstanding guaranties, performance or payment bonds, letters of credit
      or other contingent contractual obligations that have been undertaken by Seller
      directly or indirectly in relation to Split-Off Subsidiary or its business
      and
      that may survive the Closing. 

     

    4.5 Title
      to Purchase Price Securities.
      Buyer
      is the sole record and beneficial owner of her Purchase Price Securities. At
      Closing, Buyer will have good and marketable title to her Purchase Price
      Securities, which Purchase Price Securities are, and at the Closing will be,
      free and clear of all options, warrants, pledges, claims, liens and
      encumbrances, and any restrictions or limitations prohibiting or restricting
      transfer to Seller, except for restrictions on transfer as contemplated by
      applicable securities laws. 

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    V.
      SELLER’S
      AND SUBSIDIARY’S REPRESENTATIONS AND WARRANTIES.
      Seller
      and Split-Off Subsidiary, jointly and severally, represent and warrant to Buyer
      that: 

     

    5.1 Organization
      and Good Standing.
      Each of
      the Seller and Split-Off Subsidiary is a corporation duly incorporated, validly
      existing, and in good standing under the laws of the State of
      Nevada.

     

    5.2 Authority
      and Enforceability.
      The
      execution and delivery of this Agreement and the documents to be executed and
      delivered at the Closing pursuant to the transactions contemplated hereby,
      and
      performance in accordance with the terms hereof and thereof, have been duly
      authorized by Seller and all such documents constitute valid and binding
      agreements of Seller enforceable in accordance with their terms.

     

    5.3 Title
      to Shares.
      Seller
      is the sole record and beneficial owner of the Shares. At Closing, Seller will
      have good and marketable title to the Shares, which Shares are, and at the
      Closing will be, free and clear of all options, warrants, pledges, claims,
      liens
      and encumbrances, and any restrictions or limitations prohibiting or restricting
      transfer to Buyer, except for restrictions on transfer as contemplated by
Section
      4.3
      above.
      The Shares constitute all of the issued and outstanding shares of capital stock
      of Split-Off Subsidiary.

     

    5.4 WARN
      Act.
      Split-Off Subsidiary does not have a sufficient number of employees to make
      it
      subject to the Worker Adjustment and Retraining Notification Act. 

     

    VI.
      OBLIGATIONS
      OF BUYER PENDING CLOSING.
      Buyer
      covenants and agrees that between the date hereof and the Closing:

     

    6.1 Not
      Impair Performance.
      Buyer
      shall not take any intentional action that would cause the conditions upon
      the
      obligations of the parties hereto to effect the transactions contemplated hereby
      not to be fulfilled, including, without limitation, taking or causing to be
      taken any action that would cause the representations and warranties made by
      any
      party herein not to be true, correct and accurate as of the Closing, or in
      any
      way impairing the ability of Seller to satisfy its obligations as provided
      in
Article
      VII.

     

    6.2 Assist
      Performance.
      Buyer
      shall exercise its reasonable best efforts to cause to be fulfilled those
      conditions precedent to Seller’s obligations to consummate the transactions
      contemplated hereby which are dependent upon actions of Buyer and to make and/or
      obtain any necessary filings and consents in order to consummate the sale
      transaction contemplated by this Agreement.

     

    VII. OBLIGATIONS
      OF SELLER PENDING CLOSING.
      Seller
      covenants and agrees that between the date hereof and the Closing:

     

    7.1 Business
      as Usual.
      Split-Off Subsidiary shall operate and Seller shall cause Split-Off Subsidiary
      to operate in accordance with past practices and shall use best efforts to
      preserve its goodwill and the goodwill of its employees, customers and others
      having business dealings with Split-Off Subsidiary, if any. Without limiting
      the
      generality of the foregoing, from the date of this Agreement until the Closing
      Date, Split-Off Subsidiary shall, as applicable, (a) make all normal and
      customary repairs to its equipment, assets and facilities, (b) keep in
      force all insurance, (c) preserve in full force and effect all material
      franchises, licenses, contracts and real property interests and comply in all
      material respects with all laws and regulations, (d) collect all accounts
      receivable and pay all trade creditors in the ordinary course of business at
      intervals historically experienced, and (e) preserve and maintain Split-Off
      Subsidiary’s assets in their current operating condition and repair, ordinary
      wear and tear excepted. From the date of this Agreement until the Closing Date,
      Split-Off Subsidiary shall not (i) amend, terminate or surrender any
      material franchise, license, contract or real property interest, or
      (ii) sell or dispose of any of its assets except in the ordinary course of
      business. Neither Split-Off Subsidiary nor Buyer shall take or omit to take
      any
      action that results in Seller incurring any liability or obligation prior to
      or
      in connection with the Closing.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    7.2 Not
      Impair Performance.
      Seller
      shall not take any intentional action that would cause the conditions upon
      the
      obligations of the parties hereto to effect the transactions contemplated hereby
      not to be fulfilled, including, without limitation, taking or causing to be
      taken any action which would cause the representations and warranties made
      by
      any party herein not to be materially true, correct and accurate as of the
      Closing, or in any way impairing the ability of Buyer to satisfy her obligations
      as provided in Article
      VI.

     

    7.3 Assist
      Performance.
      Seller
      shall exercise its reasonable best efforts to cause to be fulfilled those
      conditions precedent to Buyer’s obligations to consummate the transactions
      contemplated hereby which are dependent upon the actions of Seller and to work
      with Buyer to make and/or obtain any necessary filings and consents. Seller
      shall cause Split-Off Subsidiary to comply with its obligations under this
      Agreement.

     

    VII. SELLER’S
      AND SUBSIDIARY’S CONDITIONS PRECEDENT TO CLOSING.
      The
      obligations of Seller and Split-Off Subsidiary to close the transactions
      contemplated by this Agreement are subject to the satisfaction at or prior
      to
      the Closing of each of the following conditions precedent (any or all of which
      may be waived by Seller in writing):

     

    8.1 Representations
      and Warranties; Performance.
      All
      representations and warranties of Buyer contained in this Agreement shall have
      been true and correct, in all material respects, when made and shall be true
      and
      correct, in all material respects, at and as of the Closing, with the same
      effect as though such representations and warranties were made at and as of
      the
      Closing. Buyer shall have performed and complied with all covenants and
      agreements and satisfied all conditions, in all material respects, required
      by
      this Agreement to be performed or complied with or satisfied by Buyer at or
      prior to the Closing.

     

    8.2 Additional
      Documents.
      Buyer
      shall deliver or cause to be delivered such additional documents as may be
      necessary in connection with the consummation of the transactions contemplated
      by this Agreement and the performance of their obligations
      hereunder.

     

    8.3 Release
      by Split-Off Subsidiary.
      At the
      Closing, Split-Off Subsidiary shall execute and deliver to Seller a general
      release which in substance and effect releases Seller from any and all
      liabilities and obligations that Seller may owe to Split-Off Subsidiary in
      any
      capacity, and from any and all claims that Split-Off Subsidiary may have against
      Seller or its managers, members, officers, directors, stockholders, employees
      and agents (other than those arising pursuant to this Agreement or any document
      delivered in connection with this Agreement).

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    IX. BUYER’S
      CONDITIONS PRECEDENT TO CLOSING.
      The
      obligation of Buyer to close the transactions contemplated by this Agreement
      is
      subject to the satisfaction at or prior to the Closing of each of the following
      conditions precedent (any and all of which may be waived by Buyer in
      writing):

     

    9.1 Representations
      and Warranties; Performance.
      All
      representations and warranties of Seller and Split-Off Subsidiary contained
      in
      this Agreement shall have been true and correct, in all material respects,
      when
      made and shall be true and correct, in all material respects, at and as of
      the
      Closing with the same effect as though such representations and warranties
      were
      made at and as of the Closing. Seller and Split-Off Subsidiary shall have
      performed and complied with all covenants and agreements and satisfied all
      conditions, in all material respects, required by this Agreement to be performed
      or complied with or satisfied by them at or prior to the Closing.

     

    X. OTHER
      AGREEMENTS.

     

    10.1 Expenses.
      Each
      party hereto shall bear its expenses separately incurred in connection with
      this
      Agreement and with the performance of its obligations hereunder.

     

    10.2 Confidentiality.
      The
      parties hereto shall not make any public announcements concerning this
      transaction other than in accordance with mutual agreement reached prior to
      any
      such announcement(s) and other than as may be required by applicable law or
      judicial process. If for any reason the transactions contemplated hereby are
      not
      consummated, then Buyer shall return any information received by Buyer from
      Seller or Split-Off Subsidiary, and Buyer shall cause all confidential
      information obtained by Buyer concerning Split-Off Subsidiary and its business
      to be treated as such.

     

    10.3 Brokers’
      Fees.
      In
      connection with the transaction specifically contemplated by this Agreement,
      no
      party to this Agreement has employed the services of a broker and each agrees
      to
      indemnify the other against all claims of any third parties for fees and
      commissions of any brokers claiming a fee or commission related to the
      transactions contemplated hereby.

     

    10.4 Access
      to Information Post-Closing; Cooperation. 

     

    (a) Following
      the Closing, Buyer and Split-Off Subsidiary shall afford to Seller and its
      authorized accountants, counsel and other designated representatives, reasonable
      access (and including using reasonable efforts to give access to persons or
      firms possessing information) and duplicating rights during normal business
      hours to allow records, books, contracts, instruments, computer data and other
      data and information (collectively, “Information”) within the possession or
      control of Buyer or Split-Off Subsidiary insofar as such access is reasonably
      required by Seller. Information may be requested under this Section
      10.4(a)
      for,
      without limitation, audit, accounting, claims, litigation and tax purposes,
      as
      well as for purposes of fulfilling disclosure and reporting obligations and
      performing this Agreement and the transactions contemplated hereby. No files,
      books or records of Split-Off Subsidiary existing at the Closing Date shall
      be
      destroyed by Buyer or Split-Off Subsidiary after Closing but prior to the
      expiration of any period during which such files, books or records are required
      to be maintained and preserved by applicable law without giving the Seller
      at
      least 30 days’ prior written notice, during which time Seller shall have the
      right to examine and to remove any such files, books and records prior to their
      destruction.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    (b) Following
      the Closing, Seller shall afford to Split-Off Subsidiary and its authorized
      accountants, counsel and other designated representatives reasonable access
      (including using reasonable efforts to give access to persons or firms
      possessing information) duplicating rights during normal business hours to
      Information within Seller’s possession or control relating to the business of
      Split-Off Subsidiary. Information may be requested under this Section
      10.4(b)
      for,
      without limitation, audit, accounting, claims, litigation and tax purposes
      as
      well as for purposes of fulfilling disclosure and reporting obligations and
      for
      performing this Agreement and the transactions contemplated hereby. No files,
      books or records of Split-Off Subsidiary existing at the Closing Date shall
      be
      destroyed by Seller after Closing but prior to the expiration of any period
      during which such files, books or records are required to be maintained and
      preserved by applicable law without giving the Buyer at least 30 days prior
      written notice, during which time Buyer shall have the right to examine and
      to
      remove any such files, books and records prior to their
      destruction.

     

    (c) At
      all
      times following the Closing, Seller, Buyer and Split-Off Subsidiary shall use
      their reasonable efforts to make available to the other party on written
      request, the current and former officers, directors, employees and agents of
      Seller or Split-Off Subsidiary for any of the purposes set forth in Section
      10.4(a) or (b)
      above or
      as witnesses to the extent that such persons may reasonably be required in
      connection with any legal, administrative or other proceedings in which Seller
      or Split-Off Subsidiary may from time to be involved.

     

    (d) The
      party
      to whom any Information or witnesses are provided under this Section
      10.4
      shall
      reimburse the provider thereof for all out-of-pocket expenses actually and
      reasonably incurred in providing such Information or witnesses.

     

    (e) Seller,
      Buyer, Split-Off Subsidiary and their respective employees and agents shall
      each
      hold in strict confidence all Information concerning the other party in their
      possession or furnished by the other or the other’s representative pursuant to
      this Agreement with the same degree of care as such party utilizes as to such
      party’s own confidential information (except to the extent that such Information
      is (i) in the public domain through no fault of such party or
      (ii) later lawfully acquired from any other source by such party), and each
      party shall not release or disclose such Information to any other person, except
      such party’s auditors, attorneys, financial advisors, bankers, other consultants
      and advisors or persons with whom such party has a valid obligation to disclose
      such Information, unless compelled to disclose such Information by judicial
      or
      administrative process or, as advised by its counsel, by other requirements
      of
      law.

     

    (f) Seller,
      Buyer and Split-Off Subsidiary shall each use their best efforts to forward
      promptly to the other party all notices, claims, correspondence and other
      materials which are received and determined to pertain to the other
      party.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    10.5 Guarantees,
      Surety Bonds and Letter of Credit Obligations.
      In the
      event that Seller is obligated for any debts, obligations or liabilities of
      Split-Off Subsidiary by virtue of any outstanding guarantee, performance or
      surety bond or letter of credit provided or arranged by Seller on or prior
      to
      the Closing Date, Buyer and Split-Off Subsidiary shall use their best efforts
      to
      cause to be issued replacements of such bonds, letters of credit and guarantees
      and to obtain any amendments, novations, releases and approvals necessary to
      release and discharge fully Seller from any liability thereunder following
      the
      Closing. Buyer and Split-Off Subsidiary, jointly and severally, shall be
      responsible for, and shall indemnify, hold harmless and defend Seller from
      and
      against, any costs or losses incurred by Seller arising from such bonds, letters
      of credits and guarantees and any liabilities arising therefrom and shall
      reimburse Seller for any payments that Seller may be required to pay pursuant
      to
      enforcement of its obligations relating to such bonds, letters of credit and
      guarantees.

     

    10.6 Filings
      and Consents.
      Buyer,
      at its risk, shall determine what, if any, filings and consents must be made
      and/or obtained prior to Closing to consummate the purchase and sale of the
      Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in
      Section
      12.1
      below)
      against any Losses (as defined in Section
      12.1
      below)
      incurred by such Seller Indemnified Parties by virtue of the failure to make
      and/or obtain any such filings or consents. Recognizing that the failure to
      make
      and/or obtain any filings or consents may cause Seller to incur Losses or
      otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that
      the provisions of this Section
      10.6
      will not
      limit Seller’s right to treat such failure as the failure of a condition
      precedent to Seller’s obligation to close pursuant to Article
      VIII
      above.

     

    10.7 Insurance.
      Buyer
      acknowledges that on the Closing Date, effective as of the Closing, all
      insurance coverage and bonds provided by Seller for Split-Off Subsidiary, and
      all certificates of insurance evidencing that Split-Off Subsidiary maintains
      any
      required insurance by virtue of insurance provided by Seller, will terminate
      with respect to any insured damages resulting from matters occurring subsequent
      to Closing. 

     

    10.8 Agreements
      Regarding Taxes. 

     

    (a) Tax
      Sharing Agreements.
      Any tax
      sharing agreement between Seller and Split-Off Subsidiary is terminated as
      of
      the Closing Date and will have no further effect for any taxable year (whether
      the current year, a future year or a past year).

     

    (b) Returns
      for Periods Through the Closing Date.
      Seller
      will include the income and loss of Split-Off Subsidiary (including any deferred
      income triggered into income by Reg. §1.1502-13 and any excess loss accounts
      taken into income under Reg. §1.1502-19) on Seller’s consolidated federal income
      tax returns for all periods through the Closing Date and pay any federal income
      taxes attributable to such income. Seller and Split-Off Subsidiary agree to
      allocate income, gain, loss, deductions and credits between the period up to
      Closing (the “Pre-Closing Period”) and the period after Closing (the
“Post-Closing Period”) based on a closing of the books of Split-Off Subsidiary,
      and both Seller and Split-Off Subsidiary agree not to make an election under
      Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s items of income, gain,
      loss, deduction and credit. Seller, Split-Off Subsidiary and Buyer agree to
      report all transactions not in the ordinary course of business occurring on
      the
      Closing Date after Buyer’s purchase of the Shares on Split-Off Subsidiary’s tax
      returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Buyer agrees to
      indemnify Seller for any additional tax owed by Seller (including tax owned
      by
      Seller due to this indemnification payment) resulting from any transaction
      engaged in by Split-Off Subsidiary during the Pre-Closing Period or on the
      Closing Date after Buyer’s purchase of the Shares. Split-Off Subsidiary will
      furnish tax information to Seller for inclusion in Seller’s consolidated federal
      income tax return for the period which includes the Closing Date in accordance
      with Split-Off Subsidiary’s past custom and practice.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    (c) Audits.
      Seller
      will allow Split-Off Subsidiary and its counsel to participate at Split-Off
      Subsidiary’s expense in any audits of Seller’s consolidated federal income tax
      returns to the extent that such audit raises issues that relate to and increase
      the tax liability of Split-Off Subsidiary. Seller shall have the absolute right,
      in its sole discretion, to engage professionals and direct the representation
      of
      Seller in connection with any such audit and the resolution thereof, without
      receiving the consent of Buyer or Split-Off Subsidiary or any other party acting
      on behalf of Buyer or Split-Off Subsidiary, provided that Seller will not settle
      any such audit in a manner which would materially adversely affect Split-Off
      Subsidiary after the Closing Date unless such settlement would be reasonable
      in
      the case of a person that owned Split-Off Subsidiary both before and after
      the
      Closing Date. In the event that after Closing any tax authority informs Buyer
      or
      Split-Off Subsidiary of any notice of proposed audit, claim, assessment or
      other
      dispute concerning an amount of taxes which pertain to the Seller, or to
      Split-Off Subsidiary during the period prior to Closing, Buyer or Split-Off
      Subsidiary must promptly notify the Seller of the same within 15 calendar days
      of the date of the notice from the tax authority. In the event Buyer or
      Split-Off Subsidiary do not notify the Seller within such 15 day period, Buyer
      and Split-Off Subsidiary, jointly and severally, will indemnify the Seller
      for
      any incremental interest, penalty or other assessments resulting from the delay
      in giving notice. To the extent of any conflict or inconsistency, the provisions
      of this Section 10.8
      shall
      control over the provisions of Section 12.2
      below.

     

    (d) Cooperation
      on Tax Matters.
      Buyer,
      Seller and Split-Off Subsidiary shall cooperate fully, as and to the extent
      reasonably requested by any party, in connection with the filing of tax returns
      pursuant to this Section and any audit, litigation or other proceeding with
      respect to taxes. Such cooperation shall include the retention and (upon the
      other party’s request) the provision of records and information which are
      reasonably relevant to any such audit, litigation or other proceeding and making
      employees available on a mutually convenient basis to provide additional
      information and explanation of any material provided hereunder. Split-Off
      Subsidiary shall (i) retain all books and records with respect to tax
      matters pertinent to Split-Off Subsidiary relating to any taxable period
      beginning before the Closing Date until the expiration of the statute of
      limitations (and, to the extent notified by Seller, any extensions thereof)
      of
      the respective taxable periods, and to abide by all record retention agreements
      entered into with any taxing authority, and (ii) give Seller reasonable
      written notice prior to transferring, destroying or discarding any such books
      and records and, if the Seller so requests, Buyer agrees to cause Split-Off
      Subsidiary to allow Seller to take possession of such books and
      records.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    10.9 ERISA.
      Effective as of the Closing Date, Split-Off Subsidiary shall terminate its
      participation in, and withdraw from, all employee benefit plans sponsored by
      Seller, and Seller and Buyer shall cooperate fully in such termination and
      withdrawal. Without limitation, Split-Off Subsidiary shall be solely responsible
      for (i) all liabilities under those employee benefit plans notwithstanding
      any status as an employee benefit plan sponsored by Seller, and (ii) all
      liabilities for the payment of vacation pay, severance benefits, and similar
      obligations, including, without limitation, amounts which are accrued but unpaid
      as of the Closing Date with respect thereto. Buyer and Split-Off Subsidiary
      acknowledge that Split-Off Subsidiary is solely responsible for providing
      continuation health coverage, as required under the Consolidated Omnibus
      Reconciliation Act of 1985, as amended (“COBRA”), to each person, if any,
      participating in an employee benefit plan subject to COBRA with respect to
      such
      employee benefit plan as of the Closing Date, including, without limitation,
      any
      person whose employment with Split-Off Subsidiary is terminated after the
      Closing Date.

     

    XI.
      TERMINATION.
      This
      Agreement may be terminated at, or at any time prior to, the Closing by mutual
      written consent of Seller and Buyer.

     

    If
      this
      Agreement is terminated as provided herein, it shall become wholly void and
      of
      no further force and effect and there shall be no further liability or
      obligation on the part of any party except to pay such expenses as are required
      of such party.

     

    XII.
      INDEMNIFICATION.

     

    12.1 Indemnification
      by Buyer.
      Buyer
      covenants and agrees to indemnify, defend, protect and hold harmless Seller,
      and
      its respective officers, directors, employees, stockholders, agents,
      representatives and Affiliates (collectively, the “Seller Indemnified Parties”)
      at all times from and after the date of this Agreement from and against all
      losses, liabilities, damages, claims, actions, suits, proceedings, demands,
      assessments, adjustments, costs and expenses (including specifically, but
      without limitation, reasonable attorneys’ fees and expenses of investigation),
      whether or not involving a third party claim and regardless of any negligence
      of
      any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller
      Indemnified Party as a result of or arising from (i) any breach of the
      representations and warranties of Buyer set forth herein or in certificates
      delivered in connection herewith, (ii) any breach or nonfulfillment of any
      covenant or agreement (including any other agreement of Buyer to indemnify
      set
      forth in this Agreement) on the part of Buyer under this Agreement,
      (iii) any Assigned Asset or Assigned Liability or any other debt, liability
      or obligation of Split-Off Subsidiary, (iv) the conduct and operations,
      whether before or after Closing, of (A) the business of Seller pertaining to
      the
      Assigned Assets and Assigned Liabilities or (B) the business of Split-Off
      Subsidiary, (v) claims asserted, whether before or after Closing, (A)
      against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and
      Assigned Liabilities, or (vi) any federal or state income tax payable by
      Seller and attributable to the transactions contemplated by this Agreement.
      The
      obligations of Buyer under this Section, as between Buyer and the Seller
      Indemnified Parties, are joint and several.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    12.2 Third
      Party Claims.

     

    (a) Defense.
      If any
      claim or liability (a “Third-Party Claim”) should be asserted against any of the
      Seller Indemnified Parties (the “Indemnitee”) by a third party after the Closing
      for which Buyer has an indemnification obligation under the terms of
Section
      12.1,
      then
      the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the
      Third-Party Claim is asserted by a third party (said notification being referred
      to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take
      part in any examination of the books and records of the Indemnitee relating
      to
      such Third-Party Claim and to assume the defense of such Third-Party Claim
      and
      in connection therewith and to conduct any proceedings or negotiations relating
      thereto and necessary or appropriate to defend the Indemnitee and/or settle
      the
      Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all
      negotiations, proceedings, contests, lawsuits or settlements with respect to
      any
      Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees
      to
      assume the defense of any Third-Party Claim in writing within 20 days after
      the
      Claim Notice of such Third-Party Claim has been delivered, through counsel
      reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled
      to
      control the conduct of such defense, and any decision to settle such Third-Party
      Claim, and shall be responsible for any expenses of the Indemnitee in connection
      with the defense of such Third-Party Claim so long as the Indemnitor continues
      such defense until the final resolution of such Third-Party Claim. The
      Indemnitor shall be responsible for paying all settlements made or judgments
      entered with respect to any Third-Party Claim the defense of which has been
      assumed by the Indemnitors. Except as provided on subsection (b) below, both
      the
      Indemnitor and the Indemnitee must approve any settlement of a Third-Party
      Claim. A failure by the Indemnitee to timely give the Claim Notice shall not
      excuse Indemnitor from any indemnification liability except only to the extent
      that the Indemnitor is materially and adversely prejudiced by such
      failure.

     

    (b) Failure
      to Defend.
      If the
      Indemnitor shall not agree to assume the defense of any Third-Party Claim in
      writing within 20 days after the Claim Notice of such Third-Party Claim has
      been
      delivered, or shall fail to continue such defense until the final resolution
      of
      such Third-Party Claim, then the Indemnitee may defend against such Third-Party
      Claim in such manner as it may deem appropriate and the Indemnitee may settle
      such Third-Party Claim, in its sole discretion, on such terms as it may deem
      appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the
      amount of all settlement payments and expenses, legal and otherwise, incurred
      by
      the Indemnitee in connection with the defense or settlement of such Third-Party
      Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor
      shall satisfy any judgment rendered with respect to such Third-Party Claim
      before the Indemnitee is required to do so, and pay all expenses, legal or
      otherwise, incurred by the Indemnitee in the defense against such Third-Party
      Claim.

     

    12.3 Non-Third-Party
      Claims.
      Upon
      discovery of any claim for which Buyer has an indemnification obligation under
      the terms of Section
      12.1
      which
      does not involve a claim by a third party against the Indemnitee, the Indemnitee
      shall give prompt notice to Buyer of such claim and, in any case, shall give
      Buyer such notice within 30 days of such discovery. A failure by Indemnitee
      to
      timely give the foregoing notice to Buyer shall not excuse Buyer from any
      indemnification liability except to the extent that Buyer is materially and
      adversely prejudiced by such failure.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    12.4 Survival.
      Except
      as otherwise provided in this Section
      12.4,
      all
      representations and warranties made by Buyer, Split-Off Subsidiary and Seller
      in
      connection with this Agreement shall survive the Closing. Anything in this
      Agreement to the contrary notwithstanding, the liability of all Indemnitors
      under this Article
      XII
      shall
      terminate on the third (3rd)
      anniversary of the Closing Date, except with respect to (a) liability for
      any item as to which, prior to the third (3rd)
      anniversary of the Closing Date, any Indemnitee shall have asserted a Claim
      in
      writing, which Claim shall identify its basis with reasonable specificity,
      in
      which case the liability for such Claim shall continue until it shall have
      been
      finally settled, decided or adjudicated, (b) liability of any party for
      Losses for which such party has an indemnification obligation, incurred as
      a
      result of such party’s breach of any covenant or agreement to be performed by
      such party after the Closing, (c) liability of a Buyer for Losses incurred
      by a Seller Indemnified Party due to breaches of its representations and
      warranties in Article IV
      of this
      Agreement, and (d) liability of a Buyer for Losses arising out of
      Third-Party Claims for which Buyer have an indemnification obligation, which
      liability shall survive until the statute of limitation applicable to any third
      party’s right to assert a Third-Party Claim bars assertion of such
      claim.

     

    XIII. MISCELLANEOUS.

     

    13.1 Notices.
      All
      notices and communications required or permitted hereunder shall be in writing
      and deemed given when received by means of the United States mail, addressed
      to
      the party to be notified, postage prepaid and registered or certified with
      return receipt requested, or personal delivery, or overnight courier, as
      follows:

     

     

    
      	
            	(a)	
              If
                to Seller, addressed to:

            


    

     

    La
      Cortez
      Energy, Inc.

    1266
      1st
      Street, Suite
      4

    Sarasota,
      FL. 34236

    Attn:
      Andres Gutierrez

    


    With
      a
      copy to (which shall not constitute notice hereunder):

     

    Gottbetter
      & Partners, LLP

    488
      Madison Avenue, 12th
      Floor

    New
      York,
      NY 10022

    Attention:
      Adam S. Gottbetter, Esq.

    Facsimile:
      (212) 400-6901

    


    
      	
            	(b)	
              If
                to Buyer or Split-Off Subsidiary, addressed
                to:

            


    

     

    De
      La Luz
      Gourmet Chocolates, Inc.

    2260
      El
      Cajon Blvd. #882

    San
      Diego, CA 92104

    Phone:
      (775) 352-3930

    Attention:
      Maria de la Luz

    


    or
      to
      such other address as any party hereto shall specify pursuant to this
Section 13.1
      from
      time to time.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    13.2 Exercise
      of Rights and Remedies.
      Except
      as otherwise provided herein, no delay of or omission in the exercise of any
      right, power or remedy accruing to any party as a result of any breach or
      default by any other party under this Agreement shall impair any such right,
      power or remedy, nor shall it be construed as a waiver of or acquiescence in
      any
      such breach or default, or of any similar breach or default occurring later;
      nor
      shall any waiver of any single breach or default be deemed a waiver of any
      other
      breach or default occurring before or after that waiver.

     

    13.3 Time.
      Time is
      of the essence with respect to this Agreement.

     

    13.4 Reformation
      and Severability.
      In case
      any provision of this Agreement shall be invalid, illegal or unenforceable,
      it
      shall, to the extent possible, be modified in such manner as to be valid, legal
      and enforceable but so as to most nearly retain the intent of the parties,
      and
      if such modification is not possible, such provision shall be severed from
      this
      Agreement, and in either case the validity, legality and enforceability of
      the
      remaining provisions of this Agreement shall not in any way be affected or
      impaired thereby.

     

    13.5 Further
      Acts and Assurances.
      From
      and after the Closing, Seller, Buyer and Split-Off Subsidiary agree that each
      will act in a manner supporting compliance, including compliance by its
      Affiliates, with all of its obligations under this Agreement and, from time
      to
      time, shall, at the request of another party hereto, and without further
      consideration, cause the execution and delivery of such other instruments of
      conveyance, transfer, assignment or assumption and take such other action or
      execute such other documents as such party may reasonably request in order
      more
      effectively to convey, transfer to and vest in Buyer, and to put Split-Off
      Subsidiary in possession of, all Assigned Assets and Assigned Liabilities,
      and
      to convey, transfer to and vest in Seller and Buyer, and to them in possession
      of, the Purchase Price Securities and the Shares (respectively), and, in the
      case of any contracts and rights which cannot be effectively transferred without
      the consent or approval of other Persons that is unob-tainable, to use its
      best
      reasonable efforts to ensure that Split-Off Subsidiary receives the benefits
      thereof to the maximum extent permissible in accordance with applicable law
      or
      other applicable restrictions, and shall perform such other acts which may
      be
      reasonably necessary to effectuate the purposes of this Agreement.

     

    13.6 Entire
      Agreement; Amendments.
      This
      Agreement contains the entire understanding of the parties relating to the
      subject matter contained herein. This Agreement cannot be amended or changed
      except through a written instrument signed by all of the parties hereto. No
      provisions of this Agreement or any rights hereunder may be waived by any party
      without the prior written consent of the other parties.

     

    13.7 Assignment.
      No
      party may assign his, her or its rights or obligations hereunder, in whole
      or in
      part, without the prior written consent of the other parties.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    13.8 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to principles of conflicts or choice
      of
      laws thereof.

     

    13.9 Counterparts.
      This
      Agreement may be executed in one or more counterparts, with the same effect
      as
      if all parties had signed the same document. Each such counterpart shall be
      an
      original, but all such counterparts taken together shall constitute a single
      agreement. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile signature page was an original
      thereof.

     

    13.10 Section
      Headings and Gender.
      The
      Section headings used herein are inserted for reference purposes only and shall
      not in any way affect the meaning or interpretation of this Agreement. All
      personal pronouns used in this Agreement shall include the other genders,
      whether used in the masculine, feminine or neuter, and the singular shall
      include the plural, and vice
      versa,
      whenever and as often as may be appropriate.

     

    13.11 Specific
      Performance; Remedies.
      Each of
      Seller, Buyer and Split-Off Subsidiary acknowledges and agrees that Seller
      would
      be damaged irreparably if any provision of this Agreement is not performed
      in
      accordance with its specific terms or is otherwise breached. Accordingly, each
      of Buyer and Split-Off Subsidiary agrees that Seller will be entitled to seek
      an
      injunction or injunctions to prevent breaches of the provisions of this
      Agreement and to enforce specifically this Agreement and its terms and
      provisions in any action instituted in any court of the United States or any
      state thereof having jurisdiction over the parties and the matter, subject
      to
Section
      8,
      in
      addition to any other remedy to which they may be entitled, at law or in equity.
      Except as expressly provided herein, the rights, obligations and remedies
      created by this Agreement are cumulative and are in addition to any other
      rights, obligations or remedies otherwise available at law or in equity, and
      nothing herein will be considered an election of remedies.
      

     

    13.12 Submission
      to Jurisdiction; Process Agent; No Jury Trial.

     

    (a) Each
      party to the Agreement hereby submits to the jurisdiction of any state or
      federal court sitting in the State of New York in any action arising out of
      or
      relating to this Agreement and agrees that all claims in respect of the action
      may be heard and determined in any such court. Each party to the Agreement
      also
      agrees not to bring any action arising out of or relating to this Agreement
      in
      any other court. Each party to the Agreement agrees that a final judgment in
      any
      action so brought will be conclusive and may be enforced by action on the
      judgment or in any other manner provided at law or in equity. Each party to
      the
      Agreement waives any defense of inconvenient forum to the maintenance of any
      action so brought and waives any bond, surety or other security that might
      be
      required of any other party with respect thereto.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    (b) EACH
      PARTY TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO JURY TRIAL OF
      ANY
      DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS
      RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY DEALINGS AMONG THEM
      RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. The scope of this waiver
      is
      intended to be all encompassing of any and all actions that may be filed in
      any
      court and that relate to the subject matter of the transactions, including
      contract claims, tort claims, breach of duty claims and all other common law
      and
      statutory claims. Each party to the Agreement hereby acknowledges that this
      waiver is a material inducement to enter into a business relationship and that
      they will continue to rely on the waiver in their related future dealings.
      Each
      party to the Agreement further represents and warrants that it has reviewed
      this
      waiver with its legal counsel, and that each knowingly and voluntarily waives
      its jury trial rights following consultation with legal counsel. NOTWITHSTANDING
      ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
      MAY
      NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY
      AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO
      ANY
      OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of commencement
      of
      any action, this Agreement may be filed as a written consent to trial by a
      court.

     

    13.13 Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. If an ambiguity or question of intent or interpretation arises,
      this
      Agreement will be construed as if drafted jointly by the parties hereto and
      no
      presumption or burden of proof will arise favoring or disfavoring any party
      because of the authorship of any provision of this Agreement. Any reference
      to
      any federal, state, local or foreign law will be deemed also to refer to law
      as
      amended and all rules and regulations promulgated thereunder, unless the context
      requires otherwise. The words “include,” “includes,” and “including” will be
      deemed to be followed by “without limitation.” The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to
      this Agreement as a whole and not to any particular subdivision unless expressly
      so limited. The parties hereto intend that each representation, warranty and
      covenant contained herein will have independent significance. If any party
      hereto has breached any representation, warranty or covenant contained herein
      in
      any respect, the fact that there exists another representation, warranty or
      covenant relating to the same subject matter (regardless of the relative levels
      of specificity) which that party has not breached will not detract from or
      mitigate the fact that such party is in breach of the first representation,
      warranty or covenant.

     

    [Signature
      page follows this page.]

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed this Split-Off Agreement as of the day and
      year first above written.

     

    
      	 	
              LA
                CORTEZ ENERGY, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Andres Gutierrez

            
	 	
              Name:

            	
              Andres
                Gutierrez

            
	 	
              Title:

            	
              President

            
	 	 	 
	 	 	 
	 	
              DE
                LA LUZ GOURMET CHOCOLATES, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Andres Gutierrez

            
	 	
              Name:

            	
              Andres
                Gutierrez

            
	 	
              Title

            	
              President

            
	 	 	 
	 	 	 
	 	
              BUYER

            
	 	 	 
	 	 	 
	 	
              /s/Maria
                de la Luz

            
	 	
              Maria
                de la Luz

            


    

    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    


    
      	
              Buyer

            	
              Purchase
                Price Security

            	
              Number
                of Shares

            
	 	 	 
	
              Maria
                de le Luz

            	
              Common
                Stock, $0.001 par

            	
              
                9,000,0001 

              

            
	 	
              value
                per share, of La Cortez

            	 
	 	
              Energy,
                Inc. (formerly known

            	 
	 	
              as
                La Cortez Enterprises, Inc.)

            	 
	 	 	 
	 	 	 
	
              Maria
                de le Luz

            	
              Common
                Stock, $0.001 par

            	
              2,250,000

            
	 	
              value
                per share, of La Cortez

            	 
	 	
              Energy,
                Inc.

            	 


    

     

    


     

    


    
      
        

      

      1
        These
        shares were surrendered by Ms. de la Luz to us on February 26,
        2008.



    
      
        
        

      

      
        -19-