EMPLOYMENT AGREEMENT ThisEmploymentAgreement(“Agreement”),datedApril19,2019andmadeeffectivethe earlierofMay15,2019ortheinitialclosingof$1.25millionofescrowfromthecurrent$6million financeoffering,(theEmploymentStartDate”),isenteredintobyandbetweenParallaxHealth Sciences, Inc. (“the Company”), a Nevada corporation, (the ‘Employer”), and David Appell, residing at 3 Paul Place, Blauvelt, New York 10913 (the “Employee”). WITNESSETH: WHEREAS,Employerisengagedinthepointofcare,diagnosticstechnology,behavioral healthandrelatedbusinesses,includingbutnotlimitedtotechnologyrelatedservices,hardwareand softwaredevelopmentandsalesforhealthcare,andinformationtechnology(the“Technologies”); andconductsresearch,experimentation,development,andexploitationofrelatedtechnologiesand engages in other businesses; and WHEREAS,EmployerdesirestoemployEmployeetoserveasChiefOperatingOfficer of the Company, and Employee desires to be employed by Employer in such capacities pursuant to the terms and conditions hereinafter set forth. NOWTHEREFORE,inconsiderationoftheforegoingandthemutualpromisesand covenants herein contained, it is agreed as follows:  1. EMPLOYMENT: DUTIES AND RESPONSIBILITIES EmployerherebyemploysEmployeeasChiefOperatingOfficeroftheCompany. SubjectatalltimestothedirectionoftheChiefExecutiveOfficeroftheEmployer,Employeeshall have  direct  responsibility  over  operations,  sales  marketing,  operational  budgeting,  sales  costing analysisandbilling.EmployeewillalsoperformotherservicesanddutiesastheChiefExecutive Officer  shall  determine.  Employee’s  permanent  job  sites  shall  be  in  the  New  York,  NY  area. Employeeshallserve,bymutualconsent,insuchotherpositionsandofficesoftheEmployerand its affiliates, if selected, without any additional compensation. EmployeeshallconferwiththeotherOfficersoftheCompany,regardingideasand proposals with respect to the overall technological direction of the Company.  2. FULL TIME EMPLOYMENT EmployeeherebyacceptsemploymentbyEmployer,uponthetermsandconditions containedherein,andagreesthatduringthetermofthisAgreementtheEmployeeshalldevote substantially  all  of  his  business  time,  attention,  and  energies  to  the  business  of  the  Employer. Employee,duringthetermofthisAgreement,willnotperformanyservicesforanyotherbusiness entity,whethersuchentityconductsabusinesswhichiscompetitivewiththebusinessofEmployer orisengagedinanyotherbusinessactivity;provided,however,thatnothinghereincontainedshall beconstruedas(a)preventingEmployeefrominvestinghispersonalassetsinanybusinessor businesseswhichdonotcompetedirectlyorindirectlywiththeEmployer,providedsuch  investmentorinvestmentsdonotrequireanyservicesonhispartintheoperationoftheaffairsof theentityinwhichsuchinvestmentismadeandinwhichhisparticipationissolelythatofan investor,(b)preventingEmployeefrompurchasingsecuritiesinanycorporationwhosesecurities areregularlytraded,ifsuchpurchasesshallnotresultinhisowningbeneficially,atanytime,more than5%oftheequitysecuritiesofanycorporationengagedinabusinesswhichiscompetitive, directlyorindirectly,tothatofEmployer,(c)preventingEmployeefromengaginginanyother activities,ifhereceivesthepriorwrittenapprovaloftheBoardofDirectorsofCompanywith respecttohisengaginginsuchactivities.WithexceptiontohisroleasDirectorandPresidentof Carbon Capital Corp and as director of IQM Corporation.  3. 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.  4. 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 fromthecurrent$6millionfinanceofferingandendtwenty-fourmonthsfromthedateofthis Agreement.Thereafter,theCompanymayelecttoextendemploymenttoEmployeeforoneor moreadditionaltwelve-monthperiods(the“SubsequentTerm”),commencingtwenty-fourmonths fromthedatehereof.     Atwelve-monthperiodshallbedeemedaContractYear.     Forall compensationandbenefitpurposes,otherthanthosespecificallyaddressedherein,theEmployee shallbedeemedtohavebeencontinuallyemployedwiththeEmployerfromtheEmploymentStart Date.  5. SALARY Asfullcompensation(“BaseSalary”)fortheperformanceofhisdutiesonbehalfof Employer, Employee shall be compensated as follows:  (i) Base Salary. Employer, shall pay the Employee as follows:  1. Duringthefirst-yearofthetermhereof,shallpayEmployeeabase salaryattherateofTwo-HundredFiftyThousandDollars($250,000)perannum, payable semi-monthly; and  2. Duringthesubsequentsecond-yearoftheterm,Employeragreesto payEmployeeaminimumbasesalaryattherateofatleastTwo-HundredSeventy FiveThousandDollars($275,000)perannumwhichissubjecttoaperformance reviewbytheCompany’sCompensationCommitteeattherecommendationofthe CEO, payable semi-monthly. IfthisAgreementisrenewedforasubsequenttermorterms,basesalaryshallbeincreased pursuantto;a)aminimumofTen-Percent(10%)peryear(the“MinimumIncrease”);orb)asthe 2  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: oat 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 oat 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 accordancewiththeCompany’sstandardpayrollpracticesandproceduresfollowingtheconclusion of the Company’s fiscal year-end. Any decision or judgment regarding your right and/or entitlement toaBonusundertheabove-referencedarrangements,includingyoursatisfactionofTargets,willbe madebytheCompanyinthesolediscretionoftheCompany’smanagement.   TheCompanywill also provide you with an automobile allowance of $1,200 per month. OtherMeritoriousAdjustments.Directorsmay,intheirsolediscretion,considerothermeritorious adjustments   in   compensation,   or   a   bonus,   under   appropriate   circumstances,   including   the conceptionofvaluableoruniqueinventions,processes,discoveriesorimprovementscapableof profitable exploitation.  6. EQUITY  (i) IncentiveStockandOptions.Employeeshallreceiveoptions,andor restrictedCommonStockduringtheTermofthisAgreementasdeterminedbytheEmployer’s Board of Directors from time to time, subject to subsections 6(ii) and (iii) below.  (ii) InitialRestrictedCommonStockOptionGrant.Uponexecutionofthis Agreement,Employeeshallbegrantedanaggregateof3,000,000stockoptionsatanexerciseprice oftwenty-fivecents($.25)pershare(whichexercisepriceisnotlessthantheclosingpriceonthe dateofBoardapproval)forafive-yearperiodpursuanttotheCompany’sstandardStockOption Agreement, and further provided that:  a. 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) ChangeofControl.Intheeventofamerger,acquisitionorsaletransaction bytheEmployerwhichcausesaChangeofControloftheEmployer(the“ControlChange”),any stock,  stock  options  or  similar  securities  held  beneficially  by  the  Employee  shall  automatically 3  becomefullyvested.ForpurposesofthisSection6,ControlChangeshallmeantheoccurrenceof anyofthefollowingevents:(i)amajorityoftheoutstandingvotingstockofEmployershallhave been  acquired  or  beneficially  owned  by  any  person  (other  than  Employer  or  a  subsidiary  of Employer)oranytwoormorepersonsactingasapartnership,limitedpartnership,syndicateor othergroup,entityorassociationactinginconcertforthepurposeofvoting,acquiring,holding,or disposingofvotingstockofEmployer;or(ii)amergeroraconsolidationofEmployerwithorinto anothercorporation, otherthan(A) amergerorconsolidationwithasubsidiary ofEmployer,or(B) a merger or consolidation in which the holders of voting stock of Employer immediately prior to the mergerasaclassholdimmediatelyafterthemergeratleastamajorityofalloutstandingvoting power of the surviving or resulting corporation or its parent; or (iii) a statutory exchange of shares of oneormoreclassesorseriesofoutstandingvotingstockofEmployerforcash,securities,orother property,otherthananexchangeinwhichtheholdersofvotingstockofEmployerimmediately prior  to  the  exchange  as  a  class  hold  immediately  after  the  exchange  at  least  a  majority  of  all outstandingvotingpoweroftheentitywithwhichEmployerstockisbeingexchanged;or(iv)the saleorotherdispositionofallorsubstantiallyalloftheassetsofEmployer,inonetransactionora seriesoftransactions,otherthanasaleordispositioninwhichtheholdersofvotingstockof Employer immediately prior to the sale or disposition as a class hold immediately after the exchange atleastamajorityofalloutstandingvotingpoweroftheentitytowhichtheassetsofEmployerare 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%vestswhentheCompanyreaches$10millioningrossrevenuesor2millionin 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.  7. 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 4  entertainment,suchreimbursementtobemadeinaccordancewithregularCompanypolicyand withinareasonableperiodfollowingEmployee’spresentationofthedetailsof,andproofof,such expenses.  8. FRINGE BENEFITS  (i) DuringthetermofthisAgreement,EmployershallprovidetoEmployee,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,whichaccruesfromthedateofexecutionofthisAgreement.Theannualpaidvacation earnedforeachContractYearis:(i)two(2)weeksperContractYearforthefirstthree(3)Contract Years of full-time employment; (ii) three (3) weeks per Contract Year for more than three (3) and up toseven(7)ContractYearsoffull-timeemployment;and(iii)four(4)weeksperContractYearfor more than seven (7) Contact Years of full-time employment.  9. 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,wheneverorwherevermade,developedorconceived,andwhetherornotduring business  hours,  which  constitute  an  improvement,  on  those  heretofore,  now  or  at  any  during Employee’semployment,developed,manufacturedorusedbyEmployerinconnectionwiththe manufacture,processormarketingofanyproductheretoforeornoworhereafterdevelopedor distributedbyEmployer,oranyservicestobeperformedbyEmployerorofanyproductwhich shall or could reasonably be manufactured or developed or marketed in the reasonable expansion of Employer’sbusiness,shallbeandcontinuetoremainEmployer’sexclusiveproperty,withoutany addedcompensationoranyreimbursementforexpensestoEmployee,andupontheconceptionof anyandeverysuchinvention,process,discoveryorimprovementandwithoutwaitingtoperfector completeit,EmployeepromisesandagreesthatEmployeewillimmediatelydiscloseittoEmployer and to no one else and thenceforth will treat it as the property and secret of Employer. EmployeewillalsoexecuteanyinstrumentsrequestedfromtimetotimebyEmployerto vestinitcompletetitleandownershiptosuchinvention,discoveryorimprovementandwill,atthe requestofEmployer,dosuchactsandexecutesuchinstrumentasEmployermayrequire,butat Employer’sexpensetoobtainLettersofPatent,trademarksorcopyrightsintheUnitedStatesand foreigncountries,forsuchinvention,discoveryorimprovementandforthepurposeofvestingtitle 5  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) AllConfidentialInformationshallbethesolepropertyofEmployer. Employeewillnot,duringtheperiodofhisemploymentandforaperiodendingtwoyearsafter terminationofhisemploymentforanyreason,disclosetoanypersonorentityoruseorotherwise 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 hisemploymentwithEmployerwithoutthepriorwrittenconsentofanofficerofEmployerexcept asmaybenecessaryandappropriateintheordinarycourseofperforminghisdutiestoEmployer duringtheperiodofhisemploymentwithEmployer.ForpurposesofthisSection11(a), “ConfidentialInformation”shallmeananydataorinformationbelongingtoEmployer,otherthan TradeSecrets,thatisofvaluetoEmployerandisnotgenerallyknowntocompetitorsofEmployer or to the public, and is maintained confidential by Employer, including but not limited to non-public informationaboutEmployer’sclients,executives,keycontractorsandothercontractorsand informationwithrespecttoitsproducts,designs,services,strategies,pricing,processes,procedures, research,development,inventions,improvements,purchasing,accounting,engineeringand marketing(includinganydiscussionsornegotiationswithanythirdparties).   Notwithstandingthe foregoing, no information will be deemed to be Confidential Information unless such information is treatedbyEmployerasconfidentialandshallnotincludeanydataorinformationofEmployerthat hasbeenvoluntarilydisclosedtothepublicbyEmployer(exceptwheresuchpublicdisclosurehas beenmadewithouttheauthorizationofEmployer),orthathasbeenindependentlydevelopedand disclosed by others, or that otherwise enters the public domain through lawful means.  (ii) AllTradeSecretsshallbethesolepropertyofEmployer.Employeeagrees thatduringhisemploymentwithEmployerandafteritstermination,Employeewillkeepin confidenceandtrustandwillnotuseordiscloseanyTradeSecretoranythingrelatingtoanyTrade Secret,ordeliveranyTradeSecret,toanypersonorentityoutsideEmployerwithouttheprior written consent of an officer of Employer.  For purposes of this Section 11(b), “Trade Secrets” shall meananyscientific,technicalandnon-technicaldata,information,formula,pattern,compilation, program,device,method,technique,drawing,process,financialdata,financialplan,productplanor listofactualorpotentialcustomersorvendorsandsuppliersofEmployeroranyportionorpart 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, includingunpatentedandun-copyrightedinformationrelatingtoEmployer’sproducts,information concerning  proposed  new  products  or  services,  market  feasibility  studies,  proposed  or  existing marketingtechniquesorplansandcustomerconsumptiondata,usageorloaddata,andanyother informationthatconstitutesatradesecret,assuchtermasdefinedintheOfficialCodeofNevada Annotated,ineachcasetotheextentthatEmployer,asthecontextrequires,deriveseconomic value, actual or potential, from such information not being generally known to, and not being readily ascertainablebypropermeansby,otherpersonsorentitieswhocanobtaineconomicvaluefromits disclosure or use. 6    12. NON-SOLICITATION OF EMPLOYEES DuringthetermofEmployee’semploymentandforoneyearthereafter,Employeewillnot causeorattempttocauseanyemployeeofEmployertoceaseworkingforEmployertoretain employmentwithanotheremployerthatisacompetitorofEmployer’s.   However,thisobligation shallnotaffectanyresponsibilityEmployeemayhaveasanemployeeofEmployerwithrespectto the bona fide hiring and firing of Employer’s personnel.  13. NON-SOLICITATION OF CUSTOMERS AND PROSPECTIVE CUSTOMERS Employeewillnot,duringtheperiodofhisemploymentandforaperiodendingtwoyears aftertheterminationofhisemploymentforanyreason,directlyorindirectly,solicitthebusinessof any customerforthe purpose of, orwiththe intention of, selling orproviding tosuchcustomerany productorserviceincompetitionwithanyproductorservicesoldorprovidedbyEmployerduring the 12 months immediately preceding the termination of Employee’s employment with Employer.  14. NON-COMPETITION EmployeeagreesthatduringhisemploymentwithEmployer,Employeewillnotengagein anyemployment,business,oractivitythatisinanywaycompetitivewiththebusinessorproposed businessofEmployer,andEmployeewillnotassistanyotherpersonororganizationincompeting withEmployerorinpreparingtoengageincompetitionwiththebusinessorproposedbusinessof Employer. The provisions of this paragraph shall apply both during normal working hours and at all othertimesincluding,withoutlimitation,nights,weekendsandvacationtime,whileEmployeeis 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 Companyatanytimewithorwithoutcause,and,likewise,theCompanyhastherighttoterminate your employment at any time with or without cause. (b)Disability and Death. Employee’s   employment   hereunder   will   be   terminated   immediately   upon   his disability(asdeterminedforpurposesofEmployer’slong-termdisabilityplan)orhisdeath.If Employee’semploymentisterminatedduetosuchdisabilityordeath,Employerwillberequiredto pay to Employee or Employee’s estate, as the case may be, in addition to the amounts payable under Employer’sshort-termandlong-termdisabilityplansorlifeinsuranceplans(asapplicable),onlyhis 7  basesalaryandaccruedvacation,earnedthroughthedateoftermination,andtotheextentrequired under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan.   EmployeeorEmployee’sestate,asthecasemaybe,willnotbyoperationofthisprovision forfeit any rights in which Employee is vested at the time of Employee’s disability or death.  16. INJUNCTION  (i) ShouldEmployeeatanytimereveal,orthreatentoreveal,anysuchsecret knowledgeorinformation,orduringanyrestrictedperiodengage,orthreatentoengage,inany businessincompetitionwiththatofEmployer,orperform,orthreatentoperform,anyservicesfor 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,orcontinuingtodo,orperforminganysuchacts;andEmployeeherebyconsentstothe issuance of such an injunction.  (ii) Intheeventthataproceedingisbroughtinequitytoenforcetheprovisions 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, orbyEmployeeagainstEmployer,whetherpredicateduponthisAgreementorotherwise,shallnot constitute a defense to the enforcement by Employer of the foregoing restrictive covenants but shall be litigated separately.  17. ARBITRATION  (i) Intheeventthatthereshallbeadispute(a“Dispute”)amongtheparties 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 EmploymentADRRules.Thearbitrator’sdecisionshallbefinalandbindingupontheparties,and maybeenteredandenforcedinanycourtofcompetentjurisdictionbyeitheroftheparties.   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 Companyareresponsiblefortheirrespectiveattorneys’feesincurredinconnectionwithenforcing 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 beinvalid,illegalorincapableofbeingenforcedinwholeorinpart,theremainingconditionsand 8  provisionsorportionsthereofshallneverthelessremaininfullforceandeffectandenforceableto theextenttheyarevalid,legalandenforceable,andnoprovisionshallbedeemeddependentupon any covenant or provision so expressed herein. Thepartiesheretohavemadenoagreements,representationsorwarrantiesrelatingtothe subjectmatterofthisAgreementwhicharenotsetforthherein.TheprovisionsofthisAgreement may not be amended, supplemented, waived, or changed orally, but only in writing and signed by the partyastowhomenforcementofanysuchamendment,supplement,waiver,ormodificationis sought and making specific reference to this Agreement. Therights,benefits,dutiesandobligationsunderthisAgreementshallinureto,andbe 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 performanceoftheEmployee’sobligationshereundermaynotbetransferredorassignedbythe 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.NowaiverofanytermorconditionofthisAgreement,onthepartofeitherparty,shallbe 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. *** The rest of this page left intentionally blank *** 9  INWITNESSWHEREOF,thisemploymentagreementisdatedasofthe19thdayof April 2019. On Behalf of Employer: PARALLAX HEALTH SCIENCES, INC. [ex101employmentagreementd2.gif] By: ___________________________ Paul R. Arena, Chief Executive Officer By: ___________________________ David Appell, Employee 10