EXHIBIT 10.1


 


QEST CONSULTING GROUP, INC.


1ST AMENDMENT TO


RETAINER & CONSULTING AGREEMENT


 





 


THIS 1ST AMENDMENT TO RETAINER & CONSULTING AGREEMENT
(the “Agreement”) is made and


 


entered into by and between Puget Technologies, Inc.,
a Nevada corporation (“Puget”) subject to reporting requirements with the Securities and Exchange Commission (the “Commission”)
pursuant to Sections 13 and 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”); and, Qest Consulting
Group, Inc., a Colorado corporation (“Qest”; Puget and Qest being hereinafter collectively referred to as the “Parties”
and generically as a “Party”).


 


PREAMBLE:


 


Whereas, the Parties entered into a retainer
and consulting agreement on or about October 1, 2020, a copy of which was filed with the Securities and Exchange Commission (the “Commission”)
on or about October 26, 2020 and is available at https://www.sec.gov/Archives/edgar/data/1540615/000154061520000011/ex101.pdf
(the “Original Qest- Puget Agreement”); and


 


Whereas, in order to forestall any conflict of
interests that may arise between the Parties with respect to acquisition candidates presented by Qest to Puget with which Qest also has
retainer and consulting or other agreements (generically hereinafter referred to as “Potentially Conflicting Qest Agreements”)
and the Parties desire to provide a mechanism to fairly resolve such potential conflicts by providing that in such cases, the agreement
with Puget will prevail and that Puget will compensate Qest in the manner hereinafter set forth for relinquishing its rights and terminating
its obligations under the Potentially Conflicting Qest Agreements:


 


NOW, THEREFORE, in consideration
of the premises, the sum of ten ($10) dollars, and other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties, intending to be legally bound, hereby amend the Original Qest-Puget Agreement as follows:


 


WITNESSETH:


 


ARTICLE ONE: AMENDMENT


 


	1.1	Acquisition by Puget of Qest Clients




 


	A.	Notwithstanding the provisions of Section 1.4(D)(3) of the original engagement
and retainer agreement between Qest and Puget as the “Client (the “Original Agreement”) which currently reads as follows:
“In the event that Qest or any affiliate thereof arranges for an acquisition by or of the Client [Puget] (regardless of
how structured), then Qest shall be entitled to compensation equal to 5% of the total of all compensation paid for such acquisition, in
addition to any compensation negotiated and received from the acquired or acquiring entity or its affiliates by Qest or its affiliates,
such compensation to be paid concurrently with the first payments made in conjunction with such acquisition”; in the event that
Puget enters into an acquisition agreement with any person or entity party to a their own agreements with Qest that raises a potential
conflict of interests (a “Potentially Conflicting Qest Agreement”), such agreement will be merged into the Original Agreement,
with Puget assuming all obligations related thereto owed by Qest to such person or entity, and, in consideration for the following,
Qest will relinquish its right to all compensation thereunder, on and after closing on the acquisition by Puget.



  


QEST GROUP, INC., Eastern Headquarters, 1200 North Federal
Highway, Suite 200; Boca Raton, Florida 33432; 1 561 2108535


 






     


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	B.	In consideration for the foregoing, Puget has will issue to Qest securities
equal to 10% of those issued to the acquired entity.



 


	C.	Thereafter, services rendered for the benefit of the acquired entity will
be rendered through the Original Agreement by Puget instead of Qest, as amended hereby.



 


	1.2	Amendments of Section 1.4(A)(1) of the Original Agreement




 


Section 1.4(A)(1) of the Original
Agreement is hereby amended by adding the following: “The Monthly Retainer payable by Puget to Qest will be increased by $2,000
for each subsidiary acquired or formed by Puget during the original term, and, during any renewals of the Original Agreement, the sum
will be $1,000 per additional subsidiary per month”.


 


	1.3	Clarification with respect to Section 1.4(B)




 


Puget and Qest acknowledged that the Incentive Non-Qualified
Stock Options granted and to be granted to Qest by Puget have a term of five fiscal years but that the right to receive additional Incentive
Non- Qualified Stock Options will terminate upon expiration of the final term of the Original Agreement, at such point as it is no longer
renewed by Puget.


 


	1.4	Elimination of Exclusivity Provisions




 


Notwithstanding anything in the Original Agreement to
the contrary, Puget may engage any advisors, consultants or service providers it deems appropriate, the Original Agreement, as amended
being deemed non-exclusive.


 


	1.5	Deferral and Accrual of Fees




 


Section 1.4(G) of the Original Agreement relating to
deferral and accrual of fees will be eliminated, effective as of the closing on a currently pending limited offering of shares of Puget’s
Class B Convertible Preferred Stock in reliance on Rule 506(b) of Commission Regulation D, and Puget will immediately pay to Qest all
heretofore accrued fees and debts from proceeds of such limited offering.


 


	1.5	Conflicts of Interest



 


The Parties acknowledge that in order to forestall any
conflict of interests that may arise because of interlocking directorates and shared officers, Puget hereby agrees to use its best efforts
to promptly recruit, elect and or retain qualified personnel to replace Qest’s officers and directors as officers and directors
of Puget, and that Messrs. Hermann Burckhardt and Thomas Jaspers, currently officers and directors of both Qest and Puget, have requested
that their resignations become effective upon election or retention of their replacements as Puget officers and directors; thereafter
continuing to make their services available to Puget through the Original Agreement, as amended hereby.


 


ARTICLE TWO: SURVIVAL
OF NON-AMENDED PROVISIONS


 


Except as specifically amended hereby, all provisions of
the Original Agreement will survive and remain in full force and effect.


 


Qest Retainer &
Consulting Agreement, Initials: Client: KF Qest HB


 






     


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IN WITNESS WHEREOF, the
Parties have executed this Agreement, effective as of the last date set forth below.


 


	Signed, Sealed & Delivered	 	 	 
	In Our Presence	 	 	 
	 	 	 	QEST CONSULTING GROUP, INC.
	 	 	 	 
	 	{Corporate Seal}	 	
	 	 	By:	/s/ Hermann Burckhardt
	 	 	 	Hermann Burckhardt, President
	Dated: November 5, 2021	 	 	 
	 	 	 	 
	 	 	Attest:	/s/ Thomas Jaspers
	 	 	 	Thomas Jaspers, Secretary
	 	 	 	 
	 	 	 	PUGET TECHNOLOGIES, INC.
	 	 	 	 
	 	{Corporate Seal}	 	 
	 	 	By:	/s/ Karen Lynn Fordham
	 	 	 	Karen Lynn Fordham, President
	Dated: November 5, 2021	 	 	 
	 	 	Attest:	/s/ CARLOS H ARCE
	 	 	 	Carlos Arce, Secretary



 


Qest Retainer &
Consulting Agreement, Initials: Client: KF Qest HB