Exhibit
      10.2


    GENERAL
      RELEASE AGREEMENT

    


    This
      GENERAL
      RELEASE AGREEMENT
      (this
“Agreement”),
      dated
      as of August 15, 2008, 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., a Nevada corporation (“Split-Off
      Subsidiary”), and Maria de la Luz (“Buyer”). In consideration of the mutual
      benefits to be derived from this Agreement, the covenants and agreements set
      forth herein, and other valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged by the execution and delivery hereof, the parties
      hereto hereby agree as follows:

     

    1. Split-Off
      Agreement.
      This
      Agreement is executed and delivered by Split-Off Subsidiary pursuant to the
      requirements of Section 8.3 of that certain Split-Off Agreement (the “Split-Off
      Agreement”) by and among Seller, Split-Off Subsidiary and Buyer as a condition
      precedent to the closing (the “Closing”) of the Split-Off
      Agreement.

     

    2. Release
      and Waiver by Split-Off Subsidiary.
      For
      and
      in consideration of the covenants and promises contained herein and in the
      Split-Off Agreement, the receipt and sufficiency of which are hereby
      acknowledged, Split-Off Subsidiary, on behalf of itself and its assigns,
      representatives and agents, if any, hereby covenants not to sue and fully,
      finally and forever completely releases Seller, along with its present and
      former officers, directors, stockholders, members, employees, agents, attorneys
      and representatives (collectively, the “Seller Released Parties”), of and from
      any and all claims, actions, obligations, liabilities, demands and/or causes
      of
      action, of whatever kind or character, whether now known or unknown, which
      Split-Off Subsidiary has or might claim to have against the Seller Released
      Parties for any and all injuries, harm, damages (actual and punitive), costs,
      losses, expenses, attorneys’ fees and/or liability or other detriment, if any,
      whenever incurred or suffered by Split-Off Subsidiary arising from, relating
      to,
      or in any way connected with, any fact, event, transaction, action or omission
      that occurred or failed to occur on or prior to the date of the Closing, related
      to the Legacy Business. 

     

    3. Release
      and Waiver by Buyer.
      For
      and
      in consideration of the covenants and promises contained herein and in the
      Split-Off Agreement, the receipt and sufficiency of which are hereby
      acknowledged, Buyer hereby covenants not to sue and fully, finally and forever
      completely releases the Seller Released Parties of and from any and all claims,
      actions, obligations, liabilities, demands and/or causes of action, of whatever
      kind or character, whether now known or unknown (including, but not limited
      to,
      with respect to certain advances made to the Seller by the Buyer listed in
      that
      certain letter of forgiveness from the Buyer to the Seller dated June 30, 2008)
      which Buyer has or might claim to have against the Seller Released Parties
      for
      any and all injuries, harm, damages (actual and punitive), costs, losses,
      expenses, attorneys’ fees and/or liability or other detriment, if any, whenever
      incurred or suffered by Buyer arising from, relating to, or in any way connected
      with, any fact, event, transaction, action or omission that occurred or failed
      to occur on or prior to the date of the Closing, related to the Legacy
      Business.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. Additional
      Covenants and Agreements.

     

    (a)  Each
      of
      Split-Off Subsidiary and Buyer, on the one hand, and Seller, on the other hand,
      waives and releases the other from any claims that this Agreement was procured
      by fraud or signed under duress or coercion so as to make this Agreement not
      binding. 

     

    (b)  Each
      of
      the parties hereto acknowledges and agrees that the releases set forth herein
      do
      not include any claims the other party hereto may have against such party for
      such party’s failure to comply with or breach of any provision in this Agreement
      or the Split-Off Agreement.

     

    (c)  Notwithstanding
      anything contained herein to the contrary, this Agreement shall not release
      or
      waive, or in any manner affect or void, any party’s rights and obligations under
      the Split-Off Agreement.

     

    5. Modification.
      This
      Agreement cannot be modified orally and can only be modified through a written
      document signed by both parties. 

     

    6. Severability.
      If
      any
      provision contained in this Agreement is determined to be void, illegal or
      unenforceable, in whole or in part, then the other provisions contained herein
      shall remain in full force and effect as if the provision that was determined
      to
      be void, illegal or unenforceable had not been contained herein.

     

    7. Expenses.
      The
      parties hereto agree that each party shall pay its respective costs, including
      attorneys’ fees, if any, associated with this Agreement. 

     

    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.

     

    9. Entire
      Agreement.
      This
      Agreement constitutes the entire understanding and agreement of Seller,
      Split-Off Subsidiary and Buyer and supersedes prior understandings and
      agreements, if any, among or between Seller, Split-Off Subsidiary and Buyer
      with
      respect to the subject matter of this Agreement, other than as specifically
      referenced herein. This Agreement does not, however, operate to supersede or
      extinguish any confidentiality, non-solicitation, non-disclosure or
      non-competition obligations owed by Split-Off Subsidiary to Seller under any
      prior agreement.

     

    


     

    [Signature
      Page Follows]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this General Release 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

            


    

    


     

    
      
         

      

      
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