Amending Agreement dated October 4, 2018

Exhibit 10.1

THIS IS AN AMENDING AGREEMENT made this 4th day of October, 2018. BETWEEN:

CEN BIOTECH INC

(Buyer)

(herein "CEN")

and -

STEVAN POKRAJAC and TESLA DIGITAL INC and

TESLA DIGITAL GLOBAL GROUP INC

(Seller)

(herein "PTT”)

WHEREAS the Parties have entered into a Sale Purchase Agreement on August 31st, 2016;

AND WHEREAS the Parties have further entered into an Amending Agreement made March 29^th, 2018 (the “March Agreement”);

AND WHEREAS paragraph 2 of the said Amending Agreement provides that "...the closing date is September 30th, 2018";

AND WHEREAS it is desirous that paragraph 2 of the said Amending Agreement be amended in accordance with the terms herein.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of ONE ($1.00) DOLLAR and the agreements herein contained, the receipt and sufficient of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

IN WITNESS WHEREOF the parties hereto have hereunto set their hand and seal.