EXHIBIT
10.4


EXECUTIVE EMPLOYMENT AGREEMENT



This EXECUTIVE
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 5th day of July 2016 by
and between Jose Castaneda, an individual (the “Employee”), and Energy Source Distributors, Inc. , a California
S Corporation (collectively referred to as “ESD, Company, Business or Employer”).


Background 


Employee
is currently employed as General Manager of Energy Source Distribution. The Company desires to enter into this Agreement with the
Employee, to continue the employ of the Employee as General Manager, and Employee desires to accept such employment with the Company,
all in accordance with the terms and conditions hereinafter set forth.


Agreement 


NOW, THEREFORE,
and in consideration of the above premises, the mutual covenants and agreements hereinafter set forth and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as
follows:


1. Employment and Duties.



(a) Subject
to the terms and conditions set forth in this Agreement, the Company hereby agrees to continue the employ of the Employee, and
the Employee hereby agrees to continue to serve the Company, as General Manager and, thereafter, in such capacities, functions
and positions of an executive officer as reasonably designated by the Board of Directors of the Company (the “Board of
Directors”) from time to time. In performing his duties hereunder, the Employee shall report to and be directly responsible
to the Board of Directors.


(b) During
the Term (as defined below), the Employee shall, for the benefit of the Company, use his skills, knowledge and specialized training
to perform the duties and exercise the powers, functions and discretions incident to the position which, from time to time, may
be assigned to or vested in him by the Board of Directors consistent with the terms of the Company’s Bylaws, in an efficient
and competent manner and on such terms and subject to such restrictions as the Board of Directors may from time to time impose.


 


(c) During the
Term, the Employee agrees to devote his full business time, energy and skill to the business of the Company and to the fulfillment
of the Employee’s obligations under this Agreement. In addition to the foregoing and not in limitation thereof, during the
Term, the Employee shall not carry on, engage in, or otherwise be interested in, directly or indirectly, any other business or
activity that would compete with or result, directly or indirectly, in a conflict of interest with the Business or that would materially
affect the Employee’s ability to perform his duties as set forth in this Agreement. Subject to Section 11 and notwithstanding
anything contained in this Section 1(c), the Employee shall be entitled to invest in other business enterprises, provided
such ownership docs not detract from the Employee’s duty to devote his full business time, energy and skill to the Business.


2. Effective Date; Term;
Post-Termination Restrictions Following Expiration. 


The
effective date of this Agreement (the “Effective Date”) shall be the “Closing Date”) under
that certain Stock Purchase and Sale Agreement dated as of March 24, 2016, by and among Hispanica
International Delights of America, Inc., a Delaware corporation, the Company, Employee, and any other parties thereto (the “SPA”).
Should the closing under the SPA not occur, this Agreement will be deemed null and void and of no effect whatsoever. The term of
Employee’s employment under this Agreement shall commence on the Effective Date and shall, unless earlier terminated as set
forth herein or extended by mutual agreement, end on the first twelve month (12) anniversary of the Effective Date (the “Term”).
If Employee’s employment with the Company terminates as a result of the expiration of the Term, the Employee will be subject
to the post-termination restrictions contained in Sections 9 and the Employer will pay Employee the benefits that would be available
under Clause 6(c) had the Company terminated the Employee’s employment hereunder Without Cause; provided that the duration
of such restrictions and benefit payments shall be six months rather than twelve months. Notwithstanding the immediately preceding
sentence, the Employer, by written notice to Employee on or prior to the expiration of the Term, shall be entitled to extend the
duration of such restrictions and benefits payments to twelve months. 


3. Compensation. 


(a) Subject
to the terms of this Agreement, in consideration of the Employee’s performance of the responsibilities and the discharge
of those duties set forth in Section l, the Company shall pay the Employee, so long as he shall be employed under this Agreement,
a base salary per annum of at least $58,000 plus a monthly car allowance expense (the “Initial Base Salary”).
The Employee’s Initial Base Salary shall be reviewed by the Compensation Committee (the “Compensation Committee”)
of the Board of Directors in January of 2016 and in January of each year thereafter during the Term, and the rate thereof may be
increased as of such review date by such amount, if any (each, a “Base Salary Increase”), as the Board of Directors
acting on the recommendation of the Compensation Committee deems appropriate in its sole discretion (the Initial Base Salary together
with any Base Salary Increase shall collectively be referred to as the “Base Salary”). Notwithstanding the foregoing,
if the Term of this Agreement is extended by mutual agreement, the Base Salary shall be at least $60,000 commencing as of the end
on the first twelve month (12) anniversary of the Effective Date. The Employee’s Base Salary shall be payable to the Employee
on the regularly reoccurring pay period for other salaried employees at the Employee’s work location, but in no event less
frequently than monthly installments. The Employee’s Base Salary and any other compensation payable hereunder shall be subject
to all withholdings pursuant to applicable law or regulation.


(b) In addition
to the foregoing Base Salary, the Employee shall be eligible, at the sole discretion of the Board of Directors acting on the recommendation
of the Compensation Committee, to receive an annual incentive bonus.


(c) The Employee
hereby acknowledges that the Employee may be required to work beyond standard working hours in order to perform his duties hereunder
and may be required to travel from time to time in connection with the performance of such duties. The Employee shall not be entitled
to compensation for overtime or extra hours worked in performance of his duties hereunder unless otherwise required by law. Notwithstanding
anything contained herein to the contrary, in the event that the Company relocates its principal place of Employee’s employment
to a location located outside twenty five miles from its current location, Employee shall have the right to elect to not relocate
and such election shall constitute his termination for Good Reason pursuant to the terms herein.


(d) In addition
to the compensation described in this Agreement, the Employee shall be entitled to reimbursement by the Company for all actual,
reasonable and direct expenses incurred by him in the performance of his duties hereunder consistent with past practices, provided
such expenses were incurred and documented in accordance with the expense reimbursement policies and procedures established by
the Company from time to time.


4. Employment Benefits;
Law and Regulations. 


(a) The
Employee shall have the right to participate in any and all employee benefit programs established or maintained by the Company
for its executive officers at the Employee’s work location from time to time, in accordance with the terms and conditions
of such employee benefit programs which including, at a minimum, medical and dental plans and cell phone, as may be established
from time to time by the Company. The Company reserves the right, in its sole discretion, to alter, amend or discontinue any of
such employee benefit programs at any time; provided, however, that they are replaced and Employee continues to receive substantially
the same benefits.


 


(b) In addition
to public holidays as are observed by the Company, the Employee shall be entitled to two weeks of vacation each year during the
Term.


(c) The Employee
acknowledges that the Company may promulgate employee handbooks, policies and procedures from time to time, and the Employee shall
adhere to the terms of any handbook, policy or procedures that the Company may promulgate from time to time. The Company reserves
the right, in its sole discretion, to alter, amend or terminate any handbook, policy or procedure. In the event the terms and conditions
of this Agreement conflict with the terms and conditions of any employee handbook, policy or procedure adopted by the Company,
the terms and conditions of this Agreement shall control to the extent of such conflict.


(d) The Employee
shall carry out his duties in full compliance with applicable law, and the laws of any other jurisdiction applicable to the Company’s
Business or the Employee’s duties.


5. Illness, Incapacity or
Death during Employment. 


(a) If
by reason of illness, injury or incapacity, the Employee is unable, despite reasonable accommodation, to perform his duties hereunder
on a full-time basis for 120 or more consecutive days or 180 days in the aggregate during any 12-month period (or any such longer
periods as may be required by law) (“Disabled”), then upon ten days prior written notice by the Company to the
Employee (or his representative, if applicable), the Company may terminate the employment of the Employee, and, thereupon, the
Employee will be entitled to receive an amount equal to one half of the Employee’s then current monthly Base Salary, paid
in equal monthly installments, for a period of twelve months following the date of such termination (collectively, the “Disability
Payment”). Notwithstanding the foregoing, if the Company maintains a long term disability insurance policy for the benefit
of the Employee and the Employee qualifies for the payments under such policy, the Company shall be obligated to pay to the Employee
only the difference, if any, between the Disability Payment and the aggregate amount of all payments under such policy.


(b) In the
event of the Employee’s death, all obligations of the Company under this Agreement shall terminate, other than the Employee’s
rights with respect to the payment of that portion of the Base Salary earned by the Employee to the date of death, plus an amount
equal to the Employee’s then current Monthly Payment, paid monthly, for a period of three months following the date of such
termination, plus a pro rata share (through the date of death) of any annual incentive bonus due Employee (based on the year ending
immediately subsequent to the date of death), plus reimbursement of all expenses that were properly incurred in accordance with
subsection (d) of Section 3 by the Employee in performing his responsibilities and duties for the Company prior to and
including such date.


 


6. Termination of Employment. 


(a) At
any time during the Term, (i) the Company may terminate the Employee’s employment With Cause (as hereinafter defined)
by written notice to the Employee; (ii) the Company may terminate the Employee’s employment Without Cause (as hereinafter
defined) by written notice to the Employee; (iii) the Employee may terminate his employment for Good Reason (as hereinafter
defined) upon 30 days’ prior written notice to the Company, which notice shall set forth in detail the matters involved,
but only if the Company subsequently fails to cure the basis upon which such termination for Good Reason is based during such 30-day
period; and (iv) the Employee may terminate his employment for any reason or for no reason (other than for Good Reason) upon
60 days’ prior written notice to the Company.


(b) Subject
to Section 5, if, during the Term, the Employee terminates his employment hereunder for any reason other than for Good Reason,
or the Company terminates Employee’s employment hereunder With Cause, all obligations of the Company to provide compensation
and benefits under this Agreement shall cease upon the last day of the Employee’s employment (except for the payment of those
benefits accrued or those reimbursable expenses properly incurred in accordance with subsection (d) of Section 3 by the
Employee prior to the date of such termination), and the Employee shall have no claim against the Company for damages or otherwise
by reason of such termination. The Company’s election to terminate the Employee’s employment With Cause shall be without
prejudice to any remedy the Company may have against the Employee for the breach or nonperformance of any of the provisions of
this Agreement.


(c) If, during
the Term, the Company terminates the Employee’s employment hereunder Without Cause or the Employee terminates his employment
for Good Reason, then the Employee will be entitled to receive an amount equal to one year’s Base Salary, paid in equal monthly
installments for 12 months following the effective date of the termination of the Employee’s employment hereunder. Notwithstanding
the foregoing, all post-employment compensation shall cease to accrue, and the Employee shall have no further entitlement to the
same from and after the date the Employee breaches any of the post-employment covenants set forth in Sections 8 through 12 of this
Agreement (if applicable).


(d) “With
Cause” means the Company’s termination of the Employee’s employment with the Company upon the occurrence
of any of the following (which occurrence in each case results in a material detriment to the Company): (i) a material breach
by the Employee of this Employment Agreement, after written notification from the Company of such breach, setting forth in detail
the matters involved, and Employee’s failure to cure the problem resulting in such breach (if curable) within 30 days thereafter;
or (ii) the conviction of the Employee of a felony or any crime involving moral turpitude, fraud or dishonesty.


(e) “Without
Cause” means the termination of employment for any reason other than those enumerated in subsection (d) above or
Section 5 of this Agreement, or for no reason.


(f) “Good
Reason” means (i) a material breach by the Company of this Employment Agreement; (ii) a material limitation
or diminution of the Employee’s place of Employee’s employment outside current location. responsibilities, authorities
or duties; or (iii) the Company’s relocation of the principal place of Employee’s employment outside a twenty
five (25) mile radius from its current location.


7. Effect of Termination.



The provisions
of subsections (b) and (c) of Sections 6, and Sections 8 through 14 and 22 of this Agreement shall survive the termination
of this Agreement and the termination of Employee’s employment with the Company to the extent required to give full effect
to the covenants and agreements contained therein.


8. Confidentiality; Intellectual
Property; Communications. 


(a) Both
during the Employee’s employment hereunder and after termination of his employment for any reason or for no reason, the Employee
shall not use or disclose, except as set forth in subsection (d) below, as authorized by the Company, or as otherwise necessary
in connection with the performance of the Employee’s duties hereunder (during the Term), any Confidential Information (as
hereinafter defined) that the Employee may have or acquire (whether or not developed or compiled by the Employee and whether or
not the Employee has been authorized to have access to such Confidential Information) during the Term.


(b) The term
“Confidential Information” as used in this Agreement shall mean and include any information, data and know-how
relating to the Group Companies or their Business that is disclosed to the Employee by the Group Companies or known by the Employee
as a result of the Employee’s relationship with the Group Companies and not generally within the public domain (whether constituting
a trade secret or not), including the following information:


(i)
technical information, such as computer program source and object codes, user interfaces, inventions, processes, specifications,
research, methods, techniques, software, or engineering or technical specifications, and any know-how relating to any of the foregoing,
and methods of delivery, whether owned by the Group Companies or licensed by the Group Companies from a third party, in each case
to the extent that such information is not generally known to the public;  


 


(ii)
financial information, such as the Group Companies’ revenues, earnings, assets, debts, gross margins, fee structures, volumes
of purchases or sales, or other financial data or information of competitive value, whether relating to the Group Companies generally
or their Business, or to particular product or service lines, geographic areas, or time periods;


(iii)
marketing information, such as details about ongoing or proposed marketing programs or agreements by or on behalf of the Group
Companies, marketing forecasts or results of marketing efforts or information about impending transactions;


(iv)
personnel information, such as employees’ personal or medical histories, compensation or other terms of employment, actual
or proposed promotions, hirings, resignations, disciplinary actions, terminations or reasons therefor, training methods, performance,
or other employee information; and


(v)
customer information, such as any compilation of past, existing or prospective customers, customer proposals or agreements between
customers and the Group Companies, status of customer accounts or credit, or related information about actual or prospective customers.


(c) “Confidential
Information” does not include information that has become a part of the public domain by the act of one who has the right
to disclose such information without violating any right of the Company or the customer to which such information pertains. Confidential
Information that is specific as to techniques, methods or the like shall not be deemed to be in the public domain merely because
such information is embraced by more general disclosures in the public domain, and any combination of features shall not be deemed
within the foregoing exception merely because individual features are in the public domain if the combination itself and its principles
of operation are not in the public domain.


(d) In the
event that the Employee becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative
demand or similar process) to disclose any of the Confidential Information, the Employee shall provide the Company with prompt
written notice of such requirement prior to complying therewith so that the Company may seek a protective order or other appropriate
remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not
obtained or the Company waives compliance with the provisions hereof, the Employee shall furnish only that portion of the Confidential
Information that is legally required and to exercise reasonable efforts to obtain an assurance that confidential treatment will
be accorded such Confidential Information.


(e) All writings,
tapes, recordings and other works in any tangible medium of expression, regardless of the medium, that have been or are prepared
by the Employee, or to the preparation of which the Employee contributes in any way, in connection with the Employee’s employment
by the Company (collectively, the “Works”), and all copyrights and other rights, titles and interests whatsoever
in and to the Works, belong solely and exclusively to the Company as works made for hire; moreover, if and to the extent any court
or agency should conclude that the Works (or any of them) do not constitute or qualify as a “work made for hire,” the
Employee hereby assigns, grants and delivers, solely and exclusively unto the Company, all copyrights and other rights, titles
and interests whatsoever in and to the Works.


(f) The Employee
shall disclose promptly to the Company (which shall receive it in confidence), and only to the Company or its affiliates, any invention
or idea in any way connected with the Employee’s employment or related to the Company’ Business, research or development
(developed alone or with others) conceived or made during the Employee’s employment by the Company. The Employee agrees to
assign, grant and deliver to the Company any such invention or idea in any way connected with the Employee’s employment or
related to the Company’ Business, research or development, and will cooperate with the Company and sign all documents deemed
necessary by the Company to enable it to obtain, maintain, protect and defend patents covering such inventions and ideas and to
confirm the Company’s exclusive ownership of all rights in such inventions, ideas and patents, and irrevocably appoints the
Company as its agent to execute and deliver any assignments or documents the Employee fails or refuses to execute and deliver promptly,
this power and agency being coupled with an interest and being irrevocable. This constitutes the Company’s written notification
that the provisions of this subsection (f) do not apply to an idea or invention for which no equipment, supplies, facility
or trade secret information of the Group Companies’ was used and which was developed entirely on the Employee’s own
time, unless (i) the invention relates (A) directly to the Business, or (B) to the Company’ actual or demonstrably
anticipated research or development, or (ii) the idea or invention results from any work performed by the Employee for the
Company.


(g) Except
as otherwise required by applicable law, both during the Employee’s employment hereunder and after termination of his employment
for any reason or for no reason, with respect to any pending or potential litigation or regulatory or administrative proceeding
involving the Company or any of its affiliates, other than any litigation or other proceeding in which the Employee is a party-in-opposition
(a “Proceeding”): (i) the Employee shall not communicate with anyone (other than the Employee’s own
attorneys and tax advisors), except to the extent necessary in the performance of the Employee’s duties hereunder with respect
to the facts or subject matter of the Proceeding, without giving prior notice to the Company, and (ii) in the event that any
other party attempts to obtain information or documents from the Employee with respect to matters possibly related to a Proceeding,
the Employee shall promptly so notify the Company.


(h) Both
during the Employee’s employment hereunder and for one year after termination of his employment for any reason or for no
reason, the Company on its own behalf and on behalf of the Company and the Employee each agrees that he or it shall not, in any
communications with the press or other media or any customer or client of the Company or its affiliates, criticize, ridicule or
make any statement which disparages or is derogatory of the other, or of the Company’ officers, directors, agents or employees.


(i) At the
termination or expiration of this Agreement, or at any time upon the Company’s request, the Employee shall deliver to the
Company all files, customer lists, price lists, bids, specifications, forms, software, financial data, papers, and other documents,
including all copies of the foregoing (including those contained in magnetic or optical media or other forms of computer storage);
all computers, modems, diskettes, samples, credit cards, keys, security passes, tools, vehicles, and equipment; and all other materials,
Confidential Information, and other property in his possession or control that is property of the Company, unless otherwise agreed
by the Company in writing. Notwithstanding anything herein to the contrary, the Employee may retain a copy of his personnel files
and records that relate directly to him.


9. Nonsolicitation of Employees.



Subject
to the terms contained in Section 2, both during the Employee’s employment hereunder and for one year after termination
of his employment for any reason or for no reason, the Employee shall not, directly or indirectly, engage, employ, or solicit the
employment of any person who is then or has been within six (6) months prior thereto, an employee of the Company. Notwithstanding
the immediately preceding sentence other than the reference to Section 2, if the Employee terminates his employment hereunder
for any reason other than for Good Reason or the Company terminates Employee’s employment hereunder With Cause, the nonsolicitation
provisions contained in this Section 9 shall continue for two years rather than one year.


 


10. Nonsolicitation of Customers.



(a) Subject
to the terms contained in Section 2, both during the Employee’s employment hereunder and for one year after termination
of his employment for any reason or for no reason, the Employee shall refrain from soliciting, encouraging or inducing or attempting
to solicit, encourage or induce (directly or by assisting others) (x) any business from any Customers (as defined below),
including actively sought prospective Customers, for purposes of providing products or services that are directly competitive with
the products and services provided by the Company or (y) Customers to terminate or reduce any of their business relationships
with the Company. Notwithstanding the immediately preceding sentence other than the reference to Section 2, if the Employee
terminates his employment hereunder for any reason other than for Good Reason or the Company terminates Employee’s employment
hereunder With Cause, the nonsolicilation provisions contained in this Section 10 shall continue for two years rather than
one year.


(b) For the
purposes of this Section 10, “Customer” means any and all persons, partnerships, associations, firms, corporations
or other entities that (i) have purchased any of the Company’ products or services within one year prior to the date
of termination of the Employee’s employment with the Company, and (ii) (A) with whom the Employee dealt directly;
(B) whose dealings with the Company were coordinated or supervised by the Employee; or (C) about whom the Employee obtained
Confidential Information in the ordinary course of business as a result of the Employee’s association with the Company.


11. Restriction on Investments
in Competitors. 


Subject
to the terms contained in Section 2, both during the Employee’s employment hereunder and for one year after termination
of his employment for any reason or for no reason, the Employee shall not directly or indirectly invest in (other than to hold
2% or less of any class of securities of a public company) or otherwise provide financial assistance to any person or entity in
the Food and Beverage Industry (a “Competitor”) within 150 miles radius of Company, and it’s subsidiaries,
without a written waiver from the Company.


 


12. Noncompetition. [intentionally
deleted; see SPA]


13. Severability and Reformation.



(a) Except
to the extent a provision of this Agreement is subject to reformation as provided below, should any provision of this Agreement
be declared or determined by any court of competent jurisdiction to be unenforceable or invalid for any reason, the validity of
the remaining parts, terms or provisions of this Agreement shall not be affected thereby and the invalid or unenforceable part,
term or provision shall be deemed not to be a part of this Agreement.


(b) If any
of the covenants or promises of this Agreement are determined by any court of law or equity, with jurisdiction over this matter,
to be unreasonable or unenforceable, in whole or in part, as written, the Employee hereby consents to and affirmatively requests
that said court, to the extent legally permissible, reform the covenant or promise so as to be reasonable and enforceable and so
as to reasonably achieve the protections sought in Section 14. The Employee hereby requests that said court enforce all covenants
or promises as so reformed.


14. Injunctive Relief. 


The Employee
understands and hereby acknowledges that in the event of a breach or threatened breach of any of the covenants and promises contained
in Sections 8 through 12, the Company will suffer irreparable injury for which there is no adequate remedy at law and the Company
will therefore be entitled to obtain, without bond, injunctive relief enjoining said breach or threatened breach. The Employee
hereby further acknowledges, however, that the Company shall have the right to seek a remedy at law as well as or in lieu of equitable
relief in the event of any such breach.


 


15. Key Man Life Insurance. 


During
the term of the Employee’s employment with the Company, the Company may procure and maintain key man life insurance with
respect to the Employee in such amounts and with such terms as may be determined by the Board of Directors in its sole discretion,
and the Employee shall assist and cooperate with the Company in procuring, maintaining and renewing such key man life insurance.
All of the premiums for any such key man life insurance policy shall be paid by the Company. The Company shall be the sole beneficiary
of any such key man life insurance policy, and neither the Employee nor the heirs or personal representatives of the Employee shall
have any interest in or to any proceeds, cash surrender value or other payments associated with any such key man life insurance
policy.


16. Assignment. 


Neither
this Agreement nor any rights granted hereunder may be assigned, transferred, conveyed or encumbered by a party to this Agreement
without the prior written consent of the other party; provided, however, that the Company may assign or transfer its rights under
this Agreement to any division, subsidiary or affiliate of the Company or to any entity acquiring all or substantially all of the
assets of the Company. The terms and provisions of this Agreement shall inure to the benefit of and be binding upon the Company,
and upon the Employee and his heirs and personal representatives. The term “Company” as used in this Section 16
shall be deemed to include the successors and permitted assigns of the Company as well as any and all divisions, subsidiaries,
or affiliates thereof.


17. Waiver. 


The waiver
by any party to this Agreement of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver
of any subsequent or simultaneous breach.


18. Governing Law. 


This Agreement
shall be construed and interpreted in accordance with the laws of the State of California without regard to its provisions concerning
choice of laws or choice of forum.


19. Headings and Captions.



The headings
and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit, expand or otherwise
affect the meaning or construction of any provision of this Agreement.


 


20. Notices. 


All notices
that are required or permitted hereunder shall be in writing and shall be sufficient if personally delivered or sent by facsimile,
registered or certified mail or Federal Express or other nationally recognized overnight delivery service (a “Delivery
Service”). Any notices shall be deemed given upon the earlier of the date when received at, the day when delivered via
facsimile or the third day after the date when sent by registered or certified mail or the day after the date when sent by a Delivery
Service to, the address set forth on Exhibit A hereof, unless such address is changed by notice to the other party hereto.


21. Gender. 


All pronouns
or any variations thereof contained in this Agreement refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.


22. Arbitration. 


The parties
hereto hereby agree to submit any controversy or claim arising out of or relating to the Employee’s employment by the Company,
or the termination thereof, or this Agreement, or the breach thereof (including any claim that any provision of this Agreement
or any obligation of the Employee is illegal or otherwise unenforceable or avoidable under law, ordinance or ruling or that the
Employee’s employment by the Company was illegally terminated) for arbitration at the office of the American Arbitration
Association in San Jose, California, in accordance with the United States Arbitration Act (9 U.S.C. § 1 et seq.) and the rules
of the American Arbitration Association. The Company shall pay the costs of arbitration. Each party consents and submits to the
personal jurisdiction and venue of the trial courts of the State of California and also to the personal jurisdiction and venue
of the United States Santa Clara County District Court for purposes of enforcing this provision. All awards of the arbitration
shall be binding and nonappealable except as otherwise provided in the United States Arbitration Act. Judgment upon the award of
the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place at a time noticed by the
American Arbitration Association regardless of whether one of the parties fails or refuses to participate. The arbitrator shall
have no authority to award punitive damages, but will otherwise have the authority to award any remedy or relief that a court of
competent jurisdiction could order or grant, including specific performance of any obligation created under this Agreement, the
issuance of an injunction or other provisional relief, or the imposition of sanctions for abuse or frustration of the arbitration
process. The parties shall be entitled to engage in reasonable discovery, including a request for the production of relevant documents.
Depositions may be ordered by the arbitrator upon a showing of need. The foregoing provisions shall not preclude any party from
bringing an action in any court of competent jurisdiction for injunctive or other provisional relief as a party may determine is
necessary or appropriate. In any action or proceeding arising under this Agreement, the prevailing party shall be entitled to recover
their attorney’s fees.


 


23. Entire Agreement. 


This Agreement
constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes any prior
agreements or understandings among the parties with respect to such subject matter. No amendment or waiver of this agreement or
any provision hereof shall be effective unless in writing signed by both of the parties. The parties specifically agree that the
terms of all prior employment or consulting relationships (including relationships with Affiliates) are superseded by this Agreement
on the Effective Date.


24. Interpretation. 


Unless
the context of this Agreement clearly requires otherwise, (a) references to the plural include the singular, the singular
the plural, the part the whole, (b) references to any gender include all genders, (c) “including” has the
inclusive meaning frequently identified with the phrase “but not limited to,” and (d) references to “hereunder”
or “herein” relate to this Agreement. The section and other headings contained in this Agreement are for reference
purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect.
Section, subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified. Each accounting term used
herein that is not specifically defined herein shall have the meaning given to it under Generally Accepted Accounting Principles.
Any reference to a party’s being satisfied with any particular item or to a party’s determination of a particular item
presumes that such standard will not be achieved unless such party shall be satisfied or shall have made such determination in
its sole or complete discretion.


 


 


[Signature
page to follow]


 


 


 


 


 


 


 


 


IN WITNESS WHEREOF, the undersigned
have signed this Agreement as of the date first noted above.


 


	 	 	 	 	 
	COMPANY:
	 
	ENERGY SOURCE DISTRIBUTORS,INC.
	 	 
	By:	 	/s/ Fernando Oswaldo Leonzo
	 	 	 
	 
	EMPLOYEE:
	 
	JOSE CASTANEDA
	 	 
	 	 	/s/ Jose Castaneda
	 	 	 	 	 


 


 


 


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