LETTER AGREEMENT

LETTER AGREEMENT

September 5, 2019

Xxxx Xxxxxxxxxx

Re: Employment Agreement Extension

Dear Xx. Xxxxxxxxxx,

Reference is made to the Employment Agreement entered into by and between Quest Solution, Inc. (the “Company”) and Xxxx Xxxxxxxxxx, as modified by the Modification Agreement entered into between the Company and Xxxx Xxxxxxxxxx, dated February 17, 2017 (the “Xxxxxxxxxx Employment Agreement”).

The Company and Xxxx Xxxxxxxxxx hereby agree pursuant to this Letter Agreement, that the term of the Xxxxxxxxxx Employment Agreement shall be extended for two (2) years until September 5, 2021, on the same terms as the Xxxxxxxxxx Employment Agreement. At that time, the term of the Xxxxxxxxxx Employment Agreement shall automatically extend for an additional two (2) year term unless the Xxxxxxxxxx Employment Agreement is terminated at the option of either party. As consideration for entering into this Letter Agreement and in light of Xx. Xxxxxxxxxx’x significant contributions to the Company, the Company shall, pursuant to the Company’s 2018 Equity Incentive Plan, grant Xx. Xxxxxxxxxx a signing bonus in the form of 1,000,000 shares of the Company’s common stock.

Additionally, the Company agrees, for the duration of the Xxxxxxxxxx Employment Agreement, to assume and pay the compensation owed by HTS Image Processing, Inc., its wholly-owned subsidiary, to Xx. Xxxxxxxxxx in the amount of $15,000 per month.

This Letter Agreement shall be governed by the laws of the state of New York, without giving effect to any conflict of laws provision, and may not be amended other than through a written agreement executed by Quest Solution, Inc and Xxxx Xxxxxxxxxx.

	Very truly yours,
	QUEST SOLUTION, INC.
	By:	/s/ Xxxx Xxxxxxxxxx
	Name:	Xxxx Xxxxxxxxxx
	Title:	Chief Executive Officer

AGREED AND ACCEPTED:

/s/ Xxxx Xxxxxxxxxx

Xxxx Xxxxxxxxxx