CHIEF EXECUTIVE OFFICER EMPLOYMENT

EXHIBIT 10.4

CHIEF EXECUTIVE OFFICER EMPLOYMENT AND

** **

RESTRICTED STOCK REPURCHASE AGREEMENT

This Chief Executive Officer Employment and Restricted Stock Repurchase Agreement (this “Agreement”) is entered into as of October 22, 2026 (the “Effective Date”) by and between Ecominas Corp., a Nevada corporation (the “Company”), and Franklin Marín Toro, an individual (the “Executive”).

RECITALS

A. Concurrently with the execution of this Agreement, the Company is acquiring specified petroleum-technology and intellectual-property assets from Executive under an Asset Purchase Agreement dated as of the Effective Date (the “APA”). The consideration payable under the APA is separate from all compensation provided under this Agreement.

B. The Company’s Board of Directors (the “Board”) has appointed Executive as Chief Executive Officer and President of the Company, and Executive desires to accept such employment.

C. As compensation for future executive services, and not as consideration for the assets acquired under the APA, the Company will issue Executive 12,000,000 shares of restricted common stock upon the commencement of his employment, subject to the limited repurchase right set forth below.

AGREEMENT

In consideration of the mutual promises herein, the parties agree as follows:

1. APPOINTMENT AND DUTIES

1.1 Appointment. Executive shall serve as Chief Executive Officer and President of the Company effective at 5:00 p.m. Eastern Time on October 22, 2026 (the “Commencement Date”), and shall also serve as the Company’s principal executive officer and, until the Board appoints a separate Chief Financial Officer, as its principal financial and accounting officer, Secretary and Treasurer. Executive’s appointment as an officer is made by separate Board resolution. His appointment as a director is made by separate Board action and is not a term of his employment.

1.2 Responsibilities. Executive shall lead the Company’s business of providing artificial-intelligence-based consulting, analytics and operational-optimization services to oil and gas companies, and shall oversee the Company’s strategy, management, business development, technology commercialization, personnel, SEC reporting and ordinary-course operations, subject to the Board’s lawful oversight and the Company’s governing documents. Executive shall devote substantially all of his professional business time and attention to the Company, except as approved in writing by the Board.

1.3 Transition. Executive shall cooperate with Andrew Gaudet, the Company’s Chief Operating Officer, during the transition period contemplated by that certain Transition Services Agreement between the Company and Mr. Gaudet, including the turnover of SEC reporting, financial records, service-provider relationships and the Company’s existing business assets. No provision of this Agreement requires the disposition of any existing Company asset.

1.4 Compliance; Sanctions. Executive shall comply with applicable law, the Company’s written policies (including its Sanctions and Anti-Corruption Compliance Policy) and reasonable Board instructions. Executive shall not cause the Company to engage, directly or indirectly, in any transaction with the Government of Venezuela, Petróleos de Venezuela, S.A., any of its joint ventures or other entities, or any person whose property is blocked under U.S. sanctions, except as authorized by an OFAC general or specific license and approved in advance by the Board, and shall ensure that any required license reports are timely filed. Executive shall not offer, pay or authorize any improper payment to any government official, including any employee of a state-owned oil company. Executive represents that he is not identified on any OFAC sanctions list. A knowing violation of this Section 1.4 constitutes Cause. Neither party represents that any particular project or customer has obtained regulatory or sanctions approval.

Ecominas Corp. — CEO Employment and Restricted Stock Repurchase Agreement

2. TERM; TERMINATION

2.1 Term. Employment commences on the Commencement Date and continues until terminated under this Section 2. Employment is at will, unless mandatory applicable law requires otherwise, and either party may terminate it by written notice, subject to the consequences stated herein.

2.2 Cause. “Cause” means: (a) fraud, embezzlement, theft or intentional dishonesty materially affecting the Company; (b) willful misconduct or gross negligence causing material harm to the Company; (c) conviction of, or plea of guilty or nolo contendere to, a felony or an offense involving fraud or dishonesty; (d) a material breach of this Agreement or a material written Company policy that remains uncured for 15 days after detailed written notice, if reasonably capable of cure; or (e) willful and material refusal to perform lawful Board-directed duties that remains uncured for 15 days after detailed written notice, if reasonably capable of cure. No cure period applies to conduct incapable of cure.

2.3 Good Reason. “Good Reason” means, without Executive’s consent, (a) a material reduction in his authority as Chief Executive Officer, (b) a material reduction in his Base Salary, or (c) the Company’s material breach of this Agreement; provided that Executive gives detailed written notice within 30 days after learning of the condition, the Company fails to cure within 30 days after receipt, and Executive resigns within 30 days after the cure period expires.

2.4 Termination Without Cause or for Good Reason. The Company may terminate Executive without Cause, and Executive may resign for Good Reason. Neither event triggers the Company’s repurchase right under Section 4.

3. COMPENSATION AND EXPENSES

3.1 Base Salary. The Company shall pay Executive a base salary of $5,000 per month ($60,000 on an annualized basis) (the “Base Salary”). The first monthly payment is due on December 1, 2026, and subsequent payments are due on the first day of each month thereafter, in accordance with the Company’s normal payroll practices and subject to applicable withholding. Bonuses, benefits and expense reimbursement are as set forth in Schedule 1 or as otherwise approved by the Board in writing.

3.2 Stock Award. In consideration of Executive’s future services as Chief Executive Officer, the Company shall issue Executive twelve million (12,000,000) shares of its common stock, par value $0.0001 per share (the “Employment Shares”), on the Commencement Date. The Employment Shares are separate from the 10,000,000 shares of common stock and 2,000,000 shares of Series B Preferred Stock issued as consideration under the APA.

3.3 Immediate Ownership; No Installment Vesting. Upon issuance and entry on the Company’s stock ledger, Executive has immediate legal and beneficial ownership of all Employment Shares, including voting and distribution rights, subject only to securities-law transfer restrictions and the repurchase right in Section 4. There is no installment vesting schedule. The parties acknowledge that tax or accounting rules may characterize the repurchase restriction differently from this contractual description.

3.4 Legends and Transfer Restriction. The Employment Shares shall be issued as restricted securities bearing appropriate legends, with stop-transfer instructions reflecting securities-law restrictions and, during the Repurchase Period, Section 4. Executive shall not sell, pledge, transfer or encumber Employment Shares during the Repurchase Period without the Company’s prior written consent.

Ecominas Corp. — CEO Employment and Restricted Stock Repurchase Agreement

4. LIMITED COMPANY REPURCHASE RIGHT

4.1 Repurchase Period. The “Repurchase Period” begins on the Commencement Date and expires immediately upon the first anniversary of the Commencement Date. Upon completion of twelve (12) consecutive months of service, the Company's repurchase right shall terminate in its entirety, subject only to Section 4.7.

4.2 Triggering Events. The Company may exercise its repurchase right if, during the Repurchase Period, (a) Executive voluntarily resigns without Good Reason, (b) the Company terminates Executive for Cause, or (c) Executive engages in fraud, intentional misconduct or a material breach constituting Cause under Section 2.2 (each, a “Triggering Event”). Termination without Cause, resignation for Good Reason, death or disability does not trigger the right.

4.3 Shares Covered. Upon a Triggering Event, the Company may elect to repurchase all or any portion of the Employment Shares then owned by Executive, up to 12,000,000 shares, as adjusted for any subsequent stock split, reverse split or similar recapitalization. The right does not extend to shares issued under the APA or otherwise acquired by Executive.

4.4 Repurchase Price. The repurchase price is $0.0001 per share, the par value of the Company’s common stock (an aggregate of $1,200.00 for all 12,000,000 Employment Shares), as adjusted for any recapitalization described in Section 4.3.

4.5 Exercise; Closing. The Company shall exercise the repurchase right by written notice to Executive specifying the Triggering Event, the number of shares and the aggregate price, delivered no later than 60 days after the Triggering Event. The repurchase shall close within 30 days after delivery of the notice, subject to applicable Nevada law, against payment of the repurchase price, and Executive shall execute such stock powers and transfer documents as are reasonably required. The Company may not exercise the right on account of a termination occurring after the Repurchase Period.

4.6 Disputes. If Executive disputes in good faith the occurrence of Cause or a Triggering Event, the parties shall cooperate in expedited resolution under Section 9.1. The disputed shares shall not be transferred pending resolution except by mutual written agreement or court order. A timely notice under Section 4.5 preserves the Company’s rights during the dispute.

4.7 Sunset; Surviving Remedies. Once Executive completes 12 consecutive months of service, all Employment Shares remain his and the repurchase right expires, regardless of any later resignation or termination. The sunset does not waive Company claims for fraud, misappropriation, breach of confidentiality or other misconduct, or rights to damages and equitable relief otherwise available by law.

5. CONFIDENTIALITY; INVENTIONS; COMPANY PROPERTY

5.1 Confidentiality. During and after employment, Executive shall protect the Company’s confidential information and trade secrets, subject to lawful whistleblower reporting and other non-waivable rights, and shall return Company documents, devices and credentials upon termination.

5.2 Work Product. All inventions, discoveries, code, designs, documentation and other work product conceived or created by Executive within the scope of his Company duties are, to the extent permitted by law, the Company’s property. Executive hereby assigns such rights to the Company and shall execute reasonable confirmatory assignments. Intellectual property acquired under the APA is governed by the APA and the related Intellectual Property Assignment and Bill of Sale.

5.3 Conflicts. Executive shall disclose material conflicts of interest and related-party arrangements to the Board. Any business between the Company and PetrolleumAI Technologies, C.A. or any affiliate of Executive requires prior Board review and approval.

Ecominas Corp. — CEO Employment and Restricted Stock Repurchase Agreement

6. REPRESENTATIONS AND TAXES

6.1 Company Representations. The Company represents that its Board has authorized the issuance of the Employment Shares, that it has sufficient authorized and unissued shares of common stock for such issuance, and that the Employment Shares, when issued, will be validly issued, fully paid and nonassessable. The Company does not represent that the Employment Shares are registered or immediately resalable.

6.2 Executive Representations. Executive is acquiring the Employment Shares as compensation and for his own account; is not a “U.S. Person” as defined in Rule 902(k) of Regulation S; understands that the Employment Shares are restricted securities issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation S, and may not be resold absent registration or an available exemption; and shall provide reasonably requested tax, identity and securities-law documentation.

6.3 Taxes. Each party shall comply with applicable tax and withholding rules. Executive acknowledges the possible relevance of Section 83 of the Internal Revenue Code and of any Section 83(b) election, the deadline for which is 30 days after issuance, and that he should obtain his own tax advice promptly. The Company makes no representation that any such election is available, required or advisable.

7. CORPORATE APPROVALS; RELATED TRANSACTIONS

7.1 Approvals. The Company confirms that, on or before the Effective Date, the Board adopted resolutions approving Executive’s appointment, this Agreement and the issuance of the Employment Shares, and that the APA closed concurrently with the execution of this Agreement.

7.2 No Effect on Other Securities. Nothing in this Agreement cancels, transfers or modifies any outstanding security of the Company or the rights of any other stockholder.

8. PUBLIC-COMPANY DISCLOSURES

The Company may disclose this Agreement, Executive’s appointment, his securities, beneficial ownership and related transactions in its SEC filings as required by law, and may file this Agreement as an exhibit. Executive shall cooperate in timely preparing accurate biographical, ownership and related-party information and director and officer questionnaires, and shall make the filings required of him under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended.

9. MISCELLANEOUS

9.1 Governing Law; Forum. This Agreement is governed by Nevada law, excluding conflict-of-laws rules, subject to non-waivable laws otherwise applicable to Executive’s employment. The parties consent to the state and federal courts located in Clark County, Nevada, to the extent legally permissible.

9.2 Entire Agreement; Amendment. This Agreement, including Schedule 1, governs Executive’s employment and the Employment Shares and supersedes all prior understandings on those subjects. The APA remains separate. Amendments must be in writing, signed by both parties and approved by the Board.

9.3 Notices. Notices shall be delivered by hand, recognized courier or email with confirmation of receipt, to the Company at Calle Páez, Edificio La Guajirita, Piso 17, Apartamento 17-6, Conjunto Residencial La Guajirita, Caracas, Miranda, Zona Postal 1060, Venezuela, Attention: Board of Directors, and to Executive at Calle Páez, Edificio La Guajirita, Piso 17, Apartamento 17-6, Conjunto Residencial La Guajirita, Caracas, Miranda, Zona Postal 1060, Venezuela, email: frankmt2@hotmail.com, or as updated by written notice.

9.4 Severability; Counterparts. Invalid provisions shall be limited to the extent necessary and the remainder shall remain effective. This Agreement may be executed in counterparts and by electronic signature.

Ecominas Corp. — CEO Employment and Restricted Stock Repurchase Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Ecominas Corp. — CEO Employment and Restricted Stock Repurchase Agreement

SCHEDULE 1 — COMPENSATION SUMMARY

Ecominas Corp. — CEO Employment and Restricted Stock Repurchase Agreement