2ND AMENDMENT TO THE EMPLOYMENT AGREEMENT

Exhibit 10.16

2^ND AMENDMENT TO THE EMPLOYMENT AGREEMENT

This Second Amendment to the Employment Agreement (the “2^nd Amendment”) is entered into by and between QS Energy, Inc. a Nevada corporation (“Employer”) and Xxxxx Xxxx (“Employee”) (collectively, the “Parties”), effective as of April 1, 2019 (the “Effective Date”).

RECITALS

A. Effective as of April 1, 2017, the Employer and Employee entered into an Employment Agreement, as amended by mutual agreement of the parties on November 12, 2017 (the “Employment Agreement”);

B. It is now the desire of Employer and Employee to further amend the Employment Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth, the Parties agree as follows:

I. Section 3 of the Employment Agreement is hereby amended and restated as follows:

Term of Employment. Subject to earlier termination as provided in the Employment Agreement or as may be mutually agreed upon by the Parties, Employee hereby agrees to continue to be employed by Employer until July 1, 2019 (“Term”) beginning on the Effective Date of this Agreement, and Employer hereby agrees to employ Employee during such Term.

II.                 If there are any inconsistencies between the Employment Agreement and this 2nd Amendment, the terms and conditions of this 2nd Amendment shall control.

III.               Except for the changes set forth in this 2nd Amendment, all terms and conditions in the Employment Agreement shall remain unchanged and in full force and effect.

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

	“EMPLOYER”
	QS ENERGY, INC.
Date:
By:	/s/ Xxxxxxx XxXxxxxx
	Xxxxxxx XxXxxxxx, CFO
	“EMPLOYEE”
Date:	/s/ Xxxxx Xxxx
	Xxxxx Xxxx