CONTRACTOR
AGREEMENT


 


THIS
CONTRACTOR AGREEMENT (the “Agreement”) is made as of the 1st day of October, 2016 between QUEST SOLUTION,
INC., a Delaware corporation (“QSI”) and JOEY TROMBINO, an individual (“Contractor”)
who is an employee of QUEST SOLUTION CANADA INC., a Canadian corporation (“QSC”);


 


WHEREAS,
QSC and/or certain of its affiliates are divesting any and all interests in QSI, and QSI and/or certain of its affiliates are
divesting any and all interests in QSC (collectively, with certain related arrangements, the “Sale Transaction”);
and


 


WHEREAS,
the Sale Transaction is effective as of September 30,2016 (the “Effective Date”); and


 


WHEREAS,
Contractor had previously been employed by QSI as its Chief Financial Officer pursuant to a contract of employment dated April
19, 2016; and


 


WHEREAS,
on the Effective Date, Contractor’s employment with QSI ended, and he became employed exclusively by QSC under a new contract
of employment with QSC; and


 


WHEREAS,
QSC consents to Contractor’s provision of Chief Financial Officer services to QSI while he is an exclusive employee of QSC;
and


 


WHEREAS,
Contractor desires to provide those Chief Financial Officer services to QSI on a contract basis, and QSI desires Contractor to
so provide them; and


 


WHEREAS,
QSC, QSI and Contractor acknowledge that Contractor shall, after the Effective Date, remain an employee of QSC and QSC alone,
and that the services he provides to QSI as Chief Financial Officer will be exclusively as an independent contractor of QSI, not
as an employee; and


 


WHEREAS,
QSI and Contractor consequently wish to set forth the terms and conditions under which they agree Contractor shall provide and
be compensated for the Chief Financial Officers services he provides to QSI.


 


NOW
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, QSI and Contractor
agree as follows:


 


Article
1


SERVICES
TO BE PROVIDED


 


1.1       Provision
of Services


 


In
accordance with the terms of this Agreement, Contractor shall provide to QSI the services that are specified in SCHEDULE A
(the “Services”), which schedule is incorporated herein by reference. Subject to periodic reporting obligations
and the reasonable requests of QSI’s Chief Executive Officer and/or its Board of Directors, Contractor shall be free to
deliver the Services and to determine the manner in which they are conducted as he deems fit without the exercise of control by
QSI. QSI and Contractor acknowledge and agree that, for the duration of this Agreement, approximately seventy-five percent (75%)
of Contractor’s working time will be allocated to providing the Services to QSI, and the remaining twenty-five percent (25%)
of Contractor’s working time will be allocated to his employer QSC or otherwise as he sees fit. This allocation shall be
subject to adjustment by mutual agreement of QSI and Contractor, upon consultation at least on a quarterly basis, provided that
if such adjustments result in Contractor providing more than seventy-five percent (75%) of his time to the Services, the adjustments
cannot be implemented without receiving the prior approval of Contractor’s employer, QSC. Moreover, if such adjustment is
the result of a change in the services that Contractor is to perform, the fees payable to the Contractor hereunder shall be adjusted
as mutually agreeable to the parties.


 




    	 	 	 



     

    


 


1.2       Status
of Contractor 


 


Contractor
acknowledges and agrees that his employment with QSI has expired. Contractor shall at all times remain employed by QSC during
the term of, and while performing the Services under, this Agreement. Contractor and QSI agree and acknowledge that nothing in
this Agreement creates, is intended to create, or shall be construed to create an employment relationship between Contractor and
QSI.


 


Article
2


TERM
AND TERMINATION


 


2.1       Term


 


This
Agreement shall be effective as of October 1, 2016 and shall have a term of one (1) calendar year thereafter, ending on September
30, 2017 unless terminated as provided in Section 2.2.


 


2.2       Termination


 


	 	a.	QSI
    may, in its sole discretion, terminate this Agreement upon thirty (30) days prior written notice to Contractor. In that event,
    all remaining amounts owing to Contractor under the full term of this Agreement per Article 3 (subject to the pro rata payment
    identified in Section 3.1.a.ii) shall be paid by QSI to Contractor on or prior to the date of termination of the Agreement.
    
	 	 	 
	 	b.	QSI
    may immediately terminate this Agreement upon written notice to Contractor if, in Contractor’s provision of the Services
    hereunder, Contractor is grossly negligent, engages in fraudulent conduct, or otherwise materially fails to perform the Services
    he has agreed to provide. QSI may also terminate this Agreement if, during the term hereof, Contractor is accused of serious
    criminal conduct or otherwise engages in behavior that is materially contrary to QSI’s core values. If QSI terminates
    the Agreement under this Section 2.2-b, QSI’s remaining obligations under this Agreement shall be subject to a full
    accord and satisfaction and no longer chargeable against QSI. In that event, QSI shall owe Contractor no further compensation
    under Article 3 of this Agreement, except that which is owing under Section 3.a.1.i as of the date of termination. 
	 	 	 
	 	c.	Contractor
    may terminate this Agreement if, after providing written notice and a thirty (30) day opportunity to cure, QSI fails to pay
    him an amount Contractor is due under Article 3 of this Agreement. In that event, all remaining amounts owing to Contractor
    under the full term of this Agreement per Article 3 (subject to the pro rata payment identified in Section 3.1.a.ii) shall
    be paid by QSI to Contractor on or within five (5) business days of the date of termination of the Agreement. 
	 	 	 
	 	d.	This
    Agreement may be terminated at any time by mutual agreement of QSI and Contractor. In that event, the Agreement shall immediately
    and fully discharged, and the only obligations chargeable against any party are those which were due and owing as of the time
    of termination. With respect to the fee due under Section 3.1.a.ii, the amount of the fee due to the Contractor upon such
    termination shall be determined by mutual agreement of the parties.


 




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Article
3


FEES


 


3.1       Fees
for Services


 


		a.	QSI
                                         shall compensate Contractor for the Services he provides under this Agreement as follows:



 


	 	i.	a
    monthly payment due on the first day on each month in advance for an amount of $9,250 USD through the full term of this Agreement
    or otherwise until it is terminated in keeping with Article 2.
	 	 	 
	 	ii.	the
    Contractor shall be eligible for an additional fee in the aggregate amount of $33,000, payable in cash or common stock of
    QSI (as solely determined by QSI), with fifty percent (50%) would be payable 6 months after the Effective Date and the remaining
    fifty (50%) would be payable 12 months after the Effective Date. This fee will be payable, in whole or in part, if the Contractor
    achieves the objectives set forth in SCHEDULE B, attached hereto and incorporated herein by reference, as determined
    by the QSI in its sole and reasonable discretion. Should the Agreement be terminated pursuant to Section 2.2 and the Contractor
    has met the objectives set forth in SCHEDULE B through the date of termination, the Contractor will be paid a pro rata
    portion of that portion of the fee not previously paid through the date of termination, but only if such payment is required
    under the relevant provisions of Section 2.2. 
	 	 	 
	 	iii.	QSI
    shall issue Contractor 400,000 shares of its unrestricted common stock on the date this Agreement is signed and delivered.
	 	 	 
	 	iv.	Contractor
    agrees and acknowledges that he shall be exclusively liable for all tax consequences and obligations stemming from any payment
    he receives under Section 3.1-a-i, including any payment for which an IRS Form 1099 will issue; and 
	 	 	 
	 	v.	Contractor
    agrees and acknowledges that QSC is solely responsible for any and all benefits to which Contractor may be entitled by virtue
    of his employment with QSC, and that QSI is neither offering nor responsible for providing Contractor with any benefits in
    exchange for his provision of Services under this Agreement. 


 


		b.	In
                                         addition to fees for the Services, QSI shall reimburse Contractor for any charges or
                                         expenses he incurs which are reasonable and either incidental to or necessary for his
                                         performance of the Services hereunder, provided that the Contractor provides written
                                         evidence thereof reasonably satisfactory to QSI.



 




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Article
4


MISCELLANEOUS


 


4.1       Notices


 


	 	a.	Any
    notice, direction or other communication given under this Agreement shall be in writing and shall be hand delivered or sent
    by overnight courier, prepaid registered mail, electronic mail or facsimile, in each case addressed as follows:


 


If
to Contractor:


 


	 	Attention:	Joey
    Trombino
	 	 	 
	 	Email:	**********


 


If
to Quest Solution, Inc.:


 


	 	Attention:	Chief
    Executive Officer
	 	 	 
	 	Email:	tmiller@questsolution.com


 


	 	b.	Any
    such communication shall be deemed to have been validly and effectively given: (i)in the case of hand-delivery, facsimile,
    or email, on the date of delivery or transmission, (ii) in the case of overnight courier, on the first business date following
    the date of mailing, and (iii) in the case of prepaid registered mail, five (5) business days following the date of mailing.
    Communications shall not be sent by mail in the event of actual or threatened disruption of postal service. Any party may
    change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice
    shall be sent to such party at its changed address.


 


4.2       Third
Party Beneficiaries


 


QSI
and Contractors intend that this Agreement shall not benefit or create any right or cause of action in, or on behalf of, any person
or entity, other than the parties to this Agreement. No Person, other than the Parties to this Agreement, shall be entitled to
rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. Notwithstanding the foregoing,
in consideration for QSC’s acceptance of and agreement to the provisions of the Agreement (as noted below), QSC is a third
party beneficiary with respect to the last sentence of Section 1.1 of this Agreement.


 


4.3       Amendments


 


This
Agreement may only be amended or otherwise modified by written agreement executed by both QSI and the Contractor.


 




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4.4       Waiver


 


	 	a.	No
    waiver of any of the provisions of this Agreement by any party shall be deemed to constitute a waiver of any other provision
    (whether or not similar), nor shall such waiver be binding unless executed in writing by the party to be bound by the waiver.
	 	 	 
	 	b.	No
    failure on the part of the parties to exercise, and no delay in exercising, any right under this Agreement shall operate as
    a waiver of such right, nor shall any single or partial exercise of any such right preclude any other or further exercise
    of such right or the exercise of any other right.


 


4.5       Entire
Agreement


 


This
Agreement constitutes the entire agreement between the parties with respect to the subject matter contemplated in this Agreement
and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There
are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise,
between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein and therein
and the parties have not relied and are not relying on any other information, discussion or understanding in entering into this
Agreement.


 


4.6       Successors
and Assigns


 


	 	a.	This
    Agreement shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns,
    if any.
	 	 	 
	 	b.	This
    Agreement constitutes a personal services contract. Neither this Agreement nor any of the rights or obligations under this
    Agreement shall be assignable or transferable by Contractor, without the prior written consent of QSI. Any prohibited assignment
    or transfer shall be null and void.


 


4.7       Severability


 


If
any provision of this Agreement is held invalid or unenforceable for any reason, such invalidity shall not affect the validity
of the remaining provisions of this Agreement, and the Parties shall substitute for the invalid provision a valid provision that
most closely approximates the intent and economic effect of the invalid provision.


 


4.8       Governing
Law and Forum Selection


 


The
parties have specifically requested and agreed that this Agreement shall be governed by and interpreted according to the laws
of the State of Delaware, without regard to the conflicts of laws principles thereof. Any dispute or other litigation brought
by the parties, which arises from or relates to this Agreement, shall be filed in a court of competent jurisdiction in Lane county,
Oregon.


 


4.9       Counterparts


 


This
Agreement may be executed by original or electronic signature and in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same instrument.


 




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IN
WITNESS WHEREOF the parties hereto have executed this Services Agreement as of the date set forth above. The parties further represent
and acknowledge that they have read and received legal counsel to the extent they deem proper regarding the content and meaning
of this Agreement, and that they sign because they desire its terms and both agree and intend to be bound thereby.


 


	 	/s/ Joey Trombino
	 	JOEY TROMBINO
	 	 	 
	 	QUEST
    SOLUTION, INC.
	 	 	 
	 	By:
    	/s/
    Thomas O. Miller
	 	Title:	President


 


AGREED
TO AND ACKNOWLEDGED BY QSC AS OF OCTOBER 1, 2016:


 


Quest
Solution Canada, Inc. (“QSC”) hereby agrees and consents to, approves of and acknowledges the above Services
Agreement. QSC hereby expressly agrees and acknowledges that it shall be exclusively and solely liable for all incidents to and
consequences of Contractor’s employment with QSC, and it shall hold Quest Solution, Inc. (“QSI”) harmless
for any liability of whatever kind that QSI incurs in that regard. QSC further represents, warrants and covenants to QSI that
it will not alter its employment arrangements with Contractor in such a way that adversely affects Contractor’s ability
to perform the services as contemplated under this Agreement.


 


QUEST
SOLUTION CANADA, INC.


 


	By:	/s/
    Thomas O. Miller	 
	Title:	President	 


 




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SCHEDULE
A


 


Services


 


Joey
Trombino shall serve as QSI’s Chief Financial Officer (“CFO”) and shall deliver to QSI the services that are
customarily associated with a public company’s CFO. These services may, from time to time and without limitation, include
reporting to and performing the specific tasks assigned to him by QSI’s Chief Executive Officer and/or Board of Directors.
Mr. Trombino may additionally be required to provide reports to QSI’s Board of Directors and/or its legal counsel. The manner
and means of Mr. Trombino’s performance and delivery of these services, however, shall be at his discretion and without
the exercise of the control by QSI.


 


Mr.
Trombino works primarily from Montreal, Quebec and may perform as much, or as little, of the Services hereunder for QSI from that
location as he desires, with the lone exception that Mr. Trombino shall travel to QSI’s offices in Garden Grove, California,
Eugene, Oregon, and elsewhere, as is necessary to complete and sufficiently deliver the CFO services he has agreed to provide
under this Agreement.


 




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SCHEDULE
B


 


Objectives


 


1-The
achievement of an Adjusted EBITDA of 5% for the term of the Agreement


 


2-Integration
of Quest Marketing Inc. and BCS Inc. into one corporate legal entity to streamline operations that result in cost savings.


 


3-Ensure
-timely and accurate reporting of -regulatory filings and development and implementation of adequate management reports.


 


4-Management
of the ScanSource relationship and successful renegotiation of the existing agreements with similar or more favorable terms for
QSI


 


5-Management
of the investor community and carrying out strategic and capital alternatives for QSI as defined by the CEO.


 



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