EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”), dated April 19, 2019 and made effective the

earlier of May 15, 2019 or the initial closing of $1.25 million of escrow from the current $6 million

finance offering, (the Employment Start Date”), is entered into by and between Parallax Health

Sciences, Inc. (“the Company”), a Nevada corporation, (the ‘Employer”), and Xxxxx Xxxxxx, residing

at 0 Xxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000 (the “Employee”).

WITNESSETH:

WHEREAS, Employer is engaged in the point of care, diagnostics technology, behavioral

health and related businesses, including but not limited to technology related services, hardware and

software development and sales for healthcare, and information technology (the “Technologies”);

and conducts research, experimentation, development, and exploitation of related technologies and

engages in other businesses; and

WHEREAS, Employer desires to employ Employee to serve as Chief Operating Officer

of the Company, and Employee desires to be employed by Employer in such capacities pursuant to

the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the foregoing and the mutual promises and

covenants herein contained, it is agreed as follows:

EMPLOYMENT: DUTIES AND RESPONSIBILITIES

Employer hereby employs Employee as Chief Operating Officer of the Company.

Subject at all times to the direction of the Chief Executive Officer of the Employer, Employee shall

have direct responsibility over operations, sales marketing, operational budgeting, sales costing

analysis and billing. Employee will also perform other services and duties as the Chief Executive

Officer shall determine. Employee’s permanent job sites shall be in the New York, NY area.

Employee shall serve, by mutual consent, in such other positions and offices of the Employer and

its affiliates, if selected, without any additional compensation.

Employee shall confer with the other Officers of the Company, regarding ideas and

proposals with respect to the overall technological direction of the Company.

FULL TIME EMPLOYMENT

Employee hereby accepts employment by Employer, upon the terms and conditions

contained herein, and agrees that during the term of this Agreement the Employee shall devote

substantially all of his business time, attention, and energies to the business of the Employer.

Employee, during the term of this Agreement, will not perform any services for any other business

entity, whether such entity conducts a business which is competitive with the business of Employer

or is engaged in any other business activity; provided, however, that nothing herein contained shall

be construed as (a) preventing Employee from investing his personal assets in any business or

businesses which do not compete directly or indirectly with the Employer, provided such

investment or investments do not require any services on his part in the operation of the affairs of

the entity in which such investment is made and in which his participation is solely that of an

investor, (b) preventing Employee from purchasing securities in any corporation whose securities

are regularly traded, if such purchases shall not result in his owning beneficially, at any time, more

than 5% of the equity securities of any corporation engaged in a business which is competitive,

directly or indirectly, to that of Employer, (c) preventing Employee from engaging in any other

activities, if he receives the prior written approval of the Board of Directors of Company with

respect to his engaging in such activities. With exception to his role as Director and President of

Carbon Capital Corp and as director of IQM Corporation.

RECORDS

In connection with his engagement hereunder, Employee shall accurately maintain and

preserve all notes and records generated by Employer which relate to Employer and its business and

shall make all such reports, written if required, as Employer may reasonably require.

TERM

Employee’s employment hereunder shall be for two twelve month periods (the “Initial

Term”), to commence on the earlier of May 15, 2019 or the initial closing of $1.25 million of escrow

from the current $6 million finance offering and end twenty-four months from the date of this

Agreement. Thereafter, the Company may elect to extend employment to Employee for one or

more additional twelve-month periods (the “Subsequent Term”), commencing twenty-four months

from the date hereof. A twelve-month period shall be deemed a Contract Year. For all

compensation and benefit purposes, other than those specifically addressed herein, the Employee

shall be deemed to have been continually employed with the Employer from the Employment Start

Date.

SALARY

As full compensation (“Base Salary”) for the performance of his duties on behalf of

Employer, Employee shall be compensated as follows:

(i)

Base Salary.

Employer, shall pay the Employee as follows:

During the first-year of the term hereof, shall pay Employee a base

salary at the rate of Two-Hundred Fifty Thousand Dollars ($250,000) per annum,

payable semi-monthly; and

During the subsequent second-year of the term, Employer agrees to

pay Employee a minimum base salary at the rate of at least Two-Hundred Seventy

Five Thousand Dollars ($275,000) per annum which is subject to a performance

review by the Company’s Compensation Committee at the recommendation of the

CEO, payable semi-monthly.

If this Agreement is renewed for a subsequent term or terms, base salary shall be increased

pursuant to; a) a minimum of Ten-Percent (10%) per year (the “Minimum Increase”); or b) as the

Compensation Committee or Board of Directors shall determine if in excess to the Minimum

Increase. Future salary increases will be subject to mutual agreement in accordance with job

performance.

Annual Bonus. In addition to the above Annual Salary, you will be eligible to receive certain

performance-based bonuses, (the “Bonus”), subject to your attainment of the performance targets,

(the “Target(s)”) identified below as determined by the Company. Your Bonus opportunities will be

determined based upon the extent to which you achieve Targets, as follows:

o at 75% achievement of the Target of $300,000 in Company monthly gross revenues,

your Bonus opportunity will be one hundred thousand dollars ($100,000.00); and

o at 100% achievement of the Target of $800,000 in Company gross revenues, your

Bonus opportunity will be an additional one-hundred thousand dollars ($100,000.00)

Any payment made pursuant to the above Performance Bonus arrangements will be made in

accordance with the Company’s standard payroll practices and procedures following the conclusion

of the Company’s fiscal year-end. Any decision or judgment regarding your right and/or entitlement

to a Bonus under the above-referenced arrangements, including your satisfaction of Targets, will be

made by the Company in the sole discretion of the Company’s management. The Company will

also provide you with an automobile allowance of $1,200 per month.

Other Meritorious Adjustments. Directors may, in their sole discretion, consider other meritorious

adjustments in compensation, or a bonus, under appropriate circumstances, including the

conception of valuable or unique inventions, processes, discoveries or improvements capable of

profitable exploitation.

EQUITY

(i)

Incentive Stock and Options. Employee shall receive options, and or

restricted Common Stock during the Term of this Agreement as determined by the Employer’s

Board of Directors from time to time, subject to subsections 6(ii) and (iii) below.

(ii)

Initial Restricted Common Stock Option Grant. Upon execution of this

Agreement, Employee shall be granted an aggregate of 3,000,000 stock options at an exercise price

of twenty-five cents ($.25) per share (which exercise price is not less than the closing price on the

date of Board approval) for a five-year period pursuant to the Company’s standard Stock Option

Agreement, and further provided that:

750,000 of these stock options shall vest immediately.

2,250,000 of the stock options shall vest on a pro-rata basis equally over the following thirty-

six (36) months after the Employment Start Date.

(iii)

Change of Control. In the event of a merger, acquisition or sale transaction

by the Employer which causes a Change of Control of the Employer (the “Control Change”), any

stock, stock options or similar securities held beneficially by the Employee shall automatically

become fully vested. For purposes of this Section 6, Control Change shall mean the occurrence of

any of the following events: (i) a majority of the outstanding voting stock of Employer shall have

been acquired or beneficially owned by any person (other than Employer or a subsidiary of

Employer) or any two or more persons acting as a partnership, limited partnership, syndicate or

other group, entity or association acting in concert for the purpose of voting, acquiring, holding, or

disposing of voting stock of Employer; or (ii) a merger or a consolidation of Employer with or into

another corporation, other than (A) a merger or consolidation with a subsidiary of Employer, or (B)

a merger or consolidation in which the holders of voting stock of Employer immediately prior to the

merger as a class hold immediately after the merger at least a majority of all outstanding voting

power of the surviving or resulting corporation or its parent; or (iii) a statutory exchange of shares of

one or more classes or series of outstanding voting stock of Employer for cash, securities, or other

property, other than an exchange in which the holders of voting stock of Employer immediately

prior to the exchange as a class hold immediately after the exchange at least a majority of all

outstanding voting power of the entity with which Employer stock is being exchanged; or (iv) the

sale or other disposition of all or substantially all of the assets of Employer, in one transaction or a

series of transactions, other than a sale or disposition in which the holders of voting stock of

Employer immediately prior to the sale or disposition as a class hold immediately after the exchange

at least a majority of all outstanding voting power of the entity to which the assets of Employer are

being sold.

(iv)

Additional Stock Compensation.

The Company agrees to cause the

issuance of an additional 3,000,000 shares of restricted Common Stock, with a vesting schedule as

follows:

a. 25% vests immediately upon execution of employment agreement;

b. 25% vests when the Company becomes EBITDA positive;

c. 25% vests when the Company reaches $5 million in gross revenues, or 1 million in

monthly revenue;

d. 25% vests when the Company reaches $10 million in gross revenues or 2 million in

monthly revenue;

(v)

10b5-1 Trading plans

a. Trading plans are expected to be in place with vested shares if five (5) day average

shares traded are greater than 100,000 shares/day. Executive may not trade more

than 10,000 shares/day and may not sell more than $100,000 in any given month.

(vi) The Employee shall be granted the immediate right from the date of the

Agreement (and continuing for the balance of Common Share issuances pursuant

to this Section 6 (iv) of the Agreement to purchase Common Shares of the Company

at PAR value of $.001 each.

BUSINESS EXPENSES

The Employer also shall reimburse the Employee for all business expenses incurred by

Employee in the performance of his duties hereunder including, but not limited to, travel on

business, attending technical and business meetings, professional activities, and customer

entertainment, such reimbursement to be made in accordance with regular Company policy and

within a reasonable period following Employee’s presentation of the details of, and proof of, such

expenses.

FRINGE BENEFITS

(i)

During the term of this Agreement, Employer shall provide to Employee, at

its sole expense, hospitalization, major medical and other fringe benefits on the same

terms and conditions as it shall afford other senior management employees.

(ii)

During the term of this Agreement, Employer shall provide paid vacation, to

Employee, which accrues from the date of execution of this Agreement. The annual paid vacation

earned for each Contract Year is: (i) two (2) weeks per Contract Year for the first three (3) Contract

Years of full-time employment; (ii) three (3) weeks per Contract Year for more than three (3) and up

to seven (7) Contract Years of full-time employment; and (iii) four (4) weeks per Contract Year for

more than seven (7) Contact Years of full-time employment.

SUBSIDIARIES

For the purposes of this Agreement all references to business products, services and sales of

Employer shall include those of Employer’s affiliates.

10.

INVENTORIES: SHOP RIGHTS

All systems, inventions, discoveries, apparatus, techniques, methods, know-how, formulae or

improvements made, developed or conceived by Employee during Employee’s employment by

Employer, whenever or wherever made, developed or conceived, and whether or not during

business hours, which constitute an improvement, on those heretofore, now or at any during

Employee’s employment, developed, manufactured or used by Employer in connection with the

manufacture, process or marketing of any product heretofore or now or hereafter developed or

distributed by Employer, or any services to be performed by Employer or of any product which

shall or could reasonably be manufactured or developed or marketed in the reasonable expansion of

Employer’s business, shall be and continue to remain Employer’s exclusive property, without any

added compensation or any reimbursement for expenses to Employee, and upon the conception of

any and every such invention, process, discovery or improvement and without waiting to perfect or

complete it, Employee promises and agrees that Employee will immediately disclose it to Employer

and to no one else and thenceforth will treat it as the property and secret of Employer.

Employee will also execute any instruments requested from time to time by Employer to

vest in it complete title and ownership to such invention, discovery or improvement and will, at the

request of Employer, do such acts and execute such instrument as Employer may require, but at

Employer’s expense to obtain Letters of Patent, trademarks or copyrights in the United States and

foreign countries, for such invention, discovery or improvement and for the purpose of vesting title

thereto in Employer, all without any reimbursement for expenses (except as provided in Section 5 or

otherwise) and without any additional compensation of any kind to Employee.

11.

CONFIDENTIAL INFORMATION and TRADE SECRETS

(i)

All Confidential Information shall be the sole property of Employer.

Employee will not, during the period of his employment and for a period ending two years after

termination of his employment for any reason, disclose to any person or entity or use or otherwise

exploit for Employee’s own benefit or for the benefit of any other person or entity any Confidential

Information which is disclosed to Employee or which becomes known to Employee in the course of

his employment with Employer without the prior written consent of an officer of Employer except

as may be necessary and appropriate in the ordinary course of performing his duties to Employer

during the period of his employment with Employer. For purposes of this Section 11(a),

“Confidential Information” shall mean any data or information belonging to Employer, other than

Trade Secrets, that is of value to Employer and is not generally known to competitors of Employer

or to the public, and is maintained confidential by Employer, including but not limited to non-public

information about Employer’s clients, executives, key contractors and other contractors and

information with respect to its products, designs, services, strategies, pricing, processes, procedures,

research, development, inventions, improvements, purchasing, accounting, engineering and

marketing (including any discussions or negotiations with any third parties). Notwithstanding the

foregoing, no information will be deemed to be Confidential Information unless such information is

treated by Employer as confidential and shall not include any data or information of Employer that

has been voluntarily disclosed to the public by Employer (except where such public disclosure has

been made without the authorization of Employer), or that has been independently developed and

disclosed by others, or that otherwise enters the public domain through lawful means.

(ii)

All Trade Secrets shall be the sole property of Employer. Employee agrees

that during his employment with Employer and after its termination, Employee will keep in

confidence and trust and will not use or disclose any Trade Secret or anything relating to any Trade

Secret, or deliver any Trade Secret, to any person or entity outside Employer without the prior

written consent of an officer of Employer. For purposes of this Section 11(b), “Trade Secrets” shall

mean any scientific, technical and non-technical data, information, formula, pattern, compilation,

program, device, method, technique, drawing, process, financial data, financial plan, product plan or

list of actual or potential customers or vendors and suppliers of Employer or any portion or part

thereof, whether or not copyrightable or patentable, that is of value to Employer and is not generally

known to competitors of Employer or to the public, and whose confidentiality is maintained,

including unpatented and un-copyrighted information relating to Employer’s products, information

concerning proposed new products or services, market feasibility studies, proposed or existing

marketing techniques or plans and customer consumption data, usage or load data, and any other

information that constitutes a trade secret, as such term as defined in the Official Code of Nevada

Annotated, in each case to the extent that Employer, as the context requires, derives economic

value, actual or potential, from such information not being generally known to, and not being readily

ascertainable by proper means by, other persons or entities who can obtain economic value from its

disclosure or use.

12.

NON-SOLICITATION OF EMPLOYEES

During the term of Employee’s employment and for one year thereafter, Employee will not

cause or attempt to cause any employee of Employer to cease working for Employer to retain

employment with another employer that is a competitor of Employer’s. However, this obligation

shall not affect any responsibility Employee may have as an employee of Employer with respect to

the bona fide hiring and firing of Employer’s personnel.

13.

NON-SOLICITATION OF CUSTOMERS AND PROSPECTIVE

CUSTOMERS

Employee will not, during the period of his employment and for a period ending two years

after the termination of his employment for any reason, directly or indirectly, solicit the business of

any customer for the purpose of, or with the intention of, selling or providing to such customer any

product or service in competition with any product or service sold or provided by Employer during

the 12 months immediately preceding the termination of Employee’s employment with Employer.

14.

NON-COMPETITION

Employee agrees that during his employment with Employer, Employee will not engage in

any employment, business, or activity that is in any way competitive with the business or proposed

business of Employer, and Employee will not assist any other person or organization in competing

with Employer or in preparing to engage in competition with the business or proposed business of

Employer. The provisions of this paragraph shall apply both during normal working hours and at all

other times including, without limitation, nights, weekends and vacation time, while Employee is

employed with Employer.

15.

TERMINATION

(a) “At Will” Employment.

Although we anticipate that your employment with us will be mutually satisfactory, your

employment with the Company will be "at will." This means that you may resign from the

Company at any time with or without cause, and, likewise, the Company has the right to terminate

your employment at any time with or without cause.

(b) Disability and Death.

Employee’s employment hereunder will be terminated immediately upon his

disability (as determined for purposes of Employer’s long-term disability plan) or his death. If

Employee’s employment is terminated due to such disability or death, Employer will be required to

pay to Employee or Employee’s estate, as the case may be, in addition to the amounts payable under

Employer’s short-term and long-term disability plans or life insurance plans (as applicable), only his

base salary and accrued vacation, earned through the date of termination, and to the extent required

under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such

plan. Employee or Employee’s estate, as the case may be, will not by operation of this provision

forfeit any rights in which Employee is vested at the time of Employee’s disability or death.

16.

INJUNCTION

(i)

Should Employee at any time reveal, or threaten to reveal, any such secret

knowledge or information, or during any restricted period engage, or threaten to engage, in any

business in competition with that of Employer, or perform, or threaten to perform, any services for

anyone engaged in such competitive business, or in any way violate, or threaten to violate, any of the

provisions of this Agreement, Employer shall be entitled to an injunction restraining Employee from

doing, or continuing to do, or performing any such acts; and Employee hereby consents to the

issuance of such an injunction.

(ii)

In the event that a proceeding is brought in equity to enforce the provisions

of this Paragraph, Employee shall not argue as a defense that there is an adequate remedy at law, nor

shall Employer be prevented from seeking any other remedies which may be available.

(iii)

The existence of any claim or cause of action by Employer against Employee,

or by Employee against Employer, whether predicated upon this Agreement or otherwise, shall not

constitute a defense to the enforcement by Employer of the foregoing restrictive covenants but shall

be litigated separately.

17.

ARBITRATION

(i)

In the event that there shall be a dispute (a “Dispute”) among the parties

arising out of or relating to this Agreement, or the breach thereof, the parties agree that such dispute

shall be resolved by final and binding arbitration before a single arbitrator in New York NY,

administered by the American Arbitration Association (the “AAA”), in accordance with AAA’s

Employment ADR Rules. The arbitrator’s decision shall be final and binding upon the parties, and

may be entered and enforced in any court of competent jurisdiction by either of the parties. The

arbitrator shall have the power to grant temporary, preliminary and permanent relief, including

without limitation, injunctive relief and specific performance.

(ii)

The Company will pay the direct costs and expenses of the arbitration,

including arbitration and arbitrator fees. Except as otherwise provided by statute, Executive and the

Company are responsible for their respective attorneys’ fees incurred in connection with enforcing

this Agreement. Executive and the Company agree that, to the extent permitted by law, the

arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party.

18.

MISCELLANEOUS

If any provision of this Agreement shall be declared, by a court of competent jurisdiction, to

be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and

provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to

the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon

any covenant or provision so expressed herein.

The parties hereto have made no agreements, representations or warranties relating to the

subject matter of this Agreement which are not set forth herein. The provisions of this Agreement

may not be amended, supplemented, waived, or changed orally, but only in writing and signed by the

party as to whom enforcement of any such amendment, supplement, waiver, or modification is

sought and making specific reference to this Agreement.

The rights, benefits, duties and obligations under this Agreement shall inure to, and be

binding upon, the Employer, its successors and assigns, and upon the Employee and his legal

representatives, heirs and legatees. This Agreement constitutes a personal service agreement, and the

performance of the Employee’s obligations hereunder may not be transferred or assigned by the

Employee.

The failure of either party to insist upon the strict performance of any of the terms,

conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of

future compliance therewith, and said terms, conditions and provisions shall remain in full force and

effect. No waiver of any term or condition of this Agreement, on the part of either party, shall be

effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

This Agreement shall be construed and governed by the laws of the State of New York.

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IN WITNESS WHEREOF, this employment agreement is dated as of the 19th day of

April 2019.

On Behalf of Employer:

PARALLAX HEALTH SCIENCES, INC.

By: ___________________________

Xxxx X. Arena, Chief Executive Officer

By: ___________________________

Xxxxx Xxxxxx, Employee

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EMPLOYMENT AGREEMENT

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