Second Amending Agreement to Sale Purchase Agreement between CEN Biotech Inc. and Stevan Pokrajac, Tesla Digital Inc., and Tesla Digital Global Group Inc.

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.