EMPLOYMENT AGREEMENT ThisEmploymentAgreement(Agreement),datedNovember30,2017,madeeffective August1,2017,isenteredintobyandbetweenParallaxHealthSciences,Inc.(theCompany),a Nevadacorporation,(theEmployer),andNathanielT.Bradley,4200S.SaguaroPathCourt, Tucson, AZ 85730 (the Employee). WITNESSETH: WHEREAS,  Employer  is  engaged  in  the  pharmacy,  diagnostics  technology,  behavioral healthandrelatedbusinesses,includingbutnotlimitedtopharmaceuticalcompoundingservices, hardware  and  software  development  and  sales  for  healthcare,  and  information  technology  (the Technologies);andconductsresearch,experimentation,development,andexploitationofrelated technologies and engages in other businesses; and WHEREAS, Employer desires to employ Employee to serve asChief Technology Officer 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 Employer  hereby  employs  Employee  asChief  Technology  Officer  of  the  Company. SubjectatalltimestothedirectionoftheChief ExecutiveOfficeroftheEmployer,Employeeshall havedirectresponsibilityovertechnicaloperations,technicalsalesmarketing,infrastructure technology and patent intellectual property portfolio. Employee will also perform other services and dutiesastheBoardofDirectorsshalldetermine.Employeespermanentjobsitesshallbeinthe Tucson,AZandLosAngeles,CAareas.   Employeeshallserve,bymutualconsent,insuchother positionsandofficesoftheEmployeranditsaffiliates,ifselected,withoutanyadditional compensation.EmployeragreesthataslongasEmployeeisemployedbytheEmployer,Employer will use its best efforts to cause Employee to be elected as a Director of the Employer. EmployeeshallconferwiththeDirectors,andotherOfficersoftheCompany,regarding ideas and 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 respect to his engaging in such activities. With exception to hisrole as Director and President of the Intellectual Property Network, Inc.  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semploymenthereundershallbeforthreetwelvemonthperiods(theInitial Term),tocommenceonAugust1,2017andendthirty-sixmonthsfromthedateofthis Agreement.Thereafter,theCompanymayelecttoextendemploymenttoEmployeeforoneor moreadditionaltwelve-monthperiods(theSubsequentTerm),commencingthirty-sixmonths fromthedatehereof.     Atwelve-monthperiodshallbedeemedaContractYear.     Forall compensationandbenefitpurposes,otherthanthosespecificallyaddressedherein,theEmployee shall be deemed to have been continually employed with the Employer from July 1, 2017.  5. SALARY As  full  compensation  (Base  Salary)  for  theperformanceofhisdutiesonbehalfof Employer, Employee shall be compensated as follows:  (i) Base Salary. Employer shall pay the Employee as follows:  1. Duringthefirst-yearofthetermhereof,shallpayEmployeeabase salaryattherateofOne-HundredFiftyThousandDollars($150,000)perannum, payable semi-monthly; and  2. Duringthesubsequentsecond-yearoftheterm,Employeragreesto payEmployeeabasesalaryattherateofOne-HundredSeventyFiveThousand Dollars ($175,000) per annum, payable semi-monthly; and  3. Duringthesubsequentthird-yearoftheterm,Employeragreesto payEmployeeabasesalaryattherateofTwo-HundredThousandDollars ($200,000) per annum, payable semi-monthly.  (ii) Additional Base Salary. EmployershallcauseadditionalpaymentstotheEmployeeforhisroleas 2  Chief Technology Officer from each of its wholly-owned subsidiaries Parallax Health Management, Inc. and Parallax Behavioral Health, Inc. as follows:  1. Duringthefirst-yearofthetermhereof,shallpayEmployeeabase salary at the rate of Thirty-Six Thousand Dollars ($36,000) per annum, payable semi- monthly; and  2. Duringthesubsequentsecond-yearoftheterm,Employeragreesto payEmployeeabasesalary at the rate ofForty-Five Thousand Dollars ($45,000) per annum, payable semi-monthly; and  3. Duringthesubsequentthird-yearoftheterm,Employeragreesto payEmployeeabasesalaryattherateofSixtyThousandDollars($60,000)per annum, payable semi-monthly. ThetotalaggregateamountofcompensationfortheEmployeeinSections5(i)and5(ii)aboveis; $222,000 in year one, $265,000 in year two and $320,000 in year three. IfthisAgreementisrenewedforasubsequenttermorterms,basesalaryshallbeincreased pursuantto;a)aminimumofTen-Percent(10%)peryear(theMinimumIncrease);orb)asthe BoardofDirectorsshalldetermineifinexcesstotheMinimumIncrease.   Futuresalaryincreases will  be  subject  to  mutual  agreement  in  accordance  with  job  performance.  Notwithstanding  the foregoing,intheeventtheEmployerhasnotreachedpositivecashflowbreakevenfromoperations or has not become profitable through extraordinary gains, (the Trigger Event) the base salary shall remainattherateofTwo-HundredTwentyThousandDollars($220,000)perannumorprevious year as the case may be, payable semi-monthly until such time as the Trigger Event transpires.  (ii) OtherMeritoriousAdjustments.Directorsmay,intheirsolediscretion, consider   other   meritorious   adjustments   in   compensation,   or   a   bonus,   under   appropriate circumstances,includingtheconceptionofvaluableoruniqueinventions,processes,discoveriesor improvements capable of profitable exploitation.  (iv) ParticipationBonus.EmployershallcompensateEmployeeintheeventofa TransactionthatcloseswhileyouareamemberoftheBoardoremployeeorduringthe twelve-month period following your removal from the Board or termination as an employee:  (a) you will receive a flat fee equal to two and one-half percent (2.5%) of theadjustedgrossrevenue(GrossRevenueAfterCOGS)oftheParallaxHealth Management,Inc.businesswhenourstocktradesabove$1.00foraperiodof90 daysupto$1,000,000.PayabletoMr.Bradleyprovidedhecontinueshisroleas CTO of Parallax Health Sciences, Inc. after one-year.  6. EQUITY  (i) IncentiveStockOptions.EmployeeshallreceiveoptionsduringtheTermof thisAgreementasdeterminedbytheEmployersBoardofDirectorsfromtimetotime,subjectto subsections 6(ii) and (iii) below.  (ii) InitialStockOptionGrant.   UponexecutionofthisAgreement,Employee 3  shallbegrantedanaggregateof1,000,000stockoptionsatanexercisepriceoftwenty-fivecents ($.25)  per  share  (which  exercise  price  is  not  less  than  the  closing  price  on  the  date  of  Board approval)forafive-yearperiodpursuanttotheCompanysstandardStockOptionAgreement,and further provided that:  a. 500,000ortwenty-fivepercent(25%)ofthesestockoptionsshall vest immediately.  b. 500,000ortwenty-fivepercent(25%)ofthesestockoptionsshall vest after a period of one year;  c. 500,000ortwenty-fivepercent(25%)ofthesestockoptionsshall vest after a period of two years; d.  e. Theremaining500,000ortwenty-fivepercent(25%)ofthesestock options shall vest after a period of three years;  (iii) ChangeofControl.Intheeventofamerger,acquisitionorsaletransaction bytheEmployerwhichcausesaChangeofControloftheEmployer(theControlChange),any stock options or similar securities held beneficially by the Employee shall automatically become fully vested.   ForpurposesofthisSection6,ControlChangeshallmeantheoccurrenceofanyofthe following  events:    (i)  a  majority  of  the  outstanding  voting  stock  of  Employer  shall  have  been acquiredorbeneficiallyownedbyanyperson(otherthanEmployerorasubsidiaryofEmployer)or any two or more persons acting as a partnership, limited partnership, syndicate or other group, entity orassociationactinginconcertforthepurposeofvoting,acquiring,holding,ordisposingofvoting 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 classholdimmediatelyafterthemergeratleastamajorityofalloutstandingvotingpowerofthe surviving or resulting corporation or its parent; or (iii) a statutory exchange of shares of one or more classesorseriesofoutstandingvotingstockofEmployerforcash,securities,orotherproperty, otherthananexchangeinwhichtheholdersofvotingstockofEmployerimmediatelypriortothe exchangeasaclassholdimmediatelyaftertheexchangeatleastamajorityofalloutstandingvoting power  of  the  entity  with  which  Employer  stock  is  being  exchanged;  or  (iv)  the  sale  or  other dispositionofallorsubstantiallyalloftheassetsofEmployer,inonetransactionoraseriesof transactions,otherthanasaleordispositioninwhichtheholdersofvotingstockofEmployer immediatelypriortothesaleordispositionasaclassholdimmediatelyaftertheexchangeatleasta majorityofalloutstandingvotingpoweroftheentitytowhichtheassetsofEmployerarebeing sold.  (iv) Stock Compensation.   The Company agrees to cause the issuance of 2,000,000 shares of restricted Common Stock, with a vesting schedule as follows: a.25% vests immediately upon execution of employment agreement; b.   25% vests after one-year; c.25% vests after two-years; d.25% vests when company becomes cash flow positive 4


(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.  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 entertainment,suchreimbursementtobemadeinaccordancewithregularCompanypolicyand withinareasonableperiodfollowingEmployeespresentationofthedetailsof,andproofof,such expenses.  8. FRINGE BENEFITS  (i) DuringthetermofthisAgreement,EmployershallprovidetoEmployee,at itssoleexpense,hospitalization,majormedical,lifeinsuranceandotherfringe benefits on the same terms and conditions as it shall afford other senior management employees.Inaddition,Employerwillseektoprovidekey-mantermlifeinsurance on  Employee  in  the  amount  of  One-Million  Dollars  ($1,000,000)  to  inure  One- Percent(100%)tothebenefitofEmployer.NothinghereinshallrequireEmployee to obtain or maintain such coverage.  (ii) During the term of this Agreement, Employer shall provide paid vacation, to Employee,whichaccruesfromthedateofexecutionofthisAgreement.Theannualpaidvacation earned for each Contract Year is: (i) three (3) weeks per Contract Year for the first three (3) Contract Yearsoffull-timeemployment;(ii)four(4)weeks perContractYearformorethanthree(3)andup toseven(7)ContractYearsoffull-timeemployment;and(iii)five(5)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 5


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 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 6  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,otherpersonsor entitieswhocanobtaineconomicvaluefromits disclosure or use.  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 customer for the purpose of, or with the intentionof,sellingorprovidingtosuchcustomerany 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 Employees employment with Employer may be terminated as follows:  (a) Termination Without Just Cause. 7    (i) Employer,  in  its  sole  discretion,  may  terminate  Employeesemployment hereunder for any reason without Just Cause (as defined below), at any time, by giving written notice to Employee of such intent at least 30 days in advance of the effective date of termination; provided, during all that 30 day notice period, Employer, in its sole discretion, may modify, reduce or eliminate Employees duties hereunder.  (ii) IfEmployerterminatesEmployeesemploymenthereunderwithoutJust CauseEmployershallcontinuetopaytoEmployeehisthen-currentbasesalary,plusaccruedbut unpaidvacationtime,accruedbutunpaidbenefitsandreimbursementofallunpaidbusiness expenses(ineachcase,asofthedateoftermination)(collectivelytheContinuedBenefits)fora period of the greater of (a) six months; or (b) the remainder of the Initial Term or Subsequent Term, whicheverthecasemaybe(theContinuationPeriod).   Employeeshallbeentitledtocontinued participationinallmedicalanddisabilityplans,totheextentsuchplansareprovidedbyEmployer, atthesamebenefitlevelatwhichhewasparticipatingonthedateofterminationoftheEmployees employment until the expiration of the Continuation Period.  (b) Termination With Just Cause.  (i) Employer may immediately terminate Employees employment hereunder for Just Cause (as defined below) at any time upon delivery of written notice to Employee.  (ii) ForpurposesofthisAgreement,thephraseJustCausemeans:(A) Employeesmaterialfraud,grossmalfeasance,grossnegligence,orwillfulmisconductdoneinbad faith,  with  respect  to  Employers  business  affairs;(B)Employeesrefusalorrepeatedfailureto followEmployersestablishedreasonableandlawfulpoliciesofEmployer;(C)Employeesmaterial breach  of  this  Agreement;  or  (D)  Employees  conviction  of  a  felony  or  crime  involving  moral turpitude.    A  termination  of  Employee  for  Just  Cause  based  on  clause  (A),  (B)  or  (C)  of  the preceding sentence will take effect 30 days after Employee receives from Employer written notice of itsintenttoterminateEmployeesemploymentandEmployersdescriptionoftheallegedcause, unlessEmployee,inthegood-faithopinionofEmployer,duringsuch30-dayperiod,remediesthe events or circumstances constituting Just Cause.  (iii) IfEmployeesemploymenthereunderisterminatedbyEmployerforJust Cause,EmployerwillberequiredtopaytoEmployeeonlythatportionofhisBaseSalary,accrued vacation,andtotheextentrequiredunderthetermsofanybenefitplanorthisAgreement,the vested portion of any benefit under such plan, all as earned through the date of termination.  (c) For Good Reason.  (i) EmployeemayterminateemploymenthereunderForGoodReason(as definedbelow),atanytime,bygivingwrittennoticetoEmployerofsuchintentatleast30daysin advance of the effective date of termination.  (ii) ForpurposesofthisAgreement,thephraseForGoodReasonmeans(A) anyreductioninduties,responsibility,positionorcompensation;(B)relocationoftheEmployee fromtheNewYork,NYareaortheLosAngeles,CAarea;(C)Employersmaterialbreachofthis Agreement; or (D) Employers refusal or failure to establish and follow lawful policies and practices. 8    (iii) If Employee terminates employment hereunder For Good Reason, Employer shallcontinuetopaytoEmployeetheContinuedBenefitsfortheContinuationPeriod.Employee shall be entitled to continued participation in all medical and disability plans, to the extent such plans areprovidedbyEmployer,atthesamebenefitlevelatwhichhewasparticipatingonthedateof termination of the Employees employment until the expiration of the Continuation Period.  (d) 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 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 shallberesolvedbyfinalandbindingarbitrationbeforeasinglearbitratorinLosAngeles,CA, administered  bythe  AmericanArbitrationAssociation  (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. 9    (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 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 California. (the rest of this page left intentionally blank) 10


INWITNESSWHEREOF,thisemploymentagreementisdatedas  ofthe30dayof November 2017. On Behalf of Employer: PARALLAX HEALTH SCIENCES, INC. By:/s/ Paul R. Arena Paul R. Arena, Chief Executive Officer By:/s/ Nathan T. Bradley Nathan T. Bradley, Employee 11


AMENDMENT TO EMPLOYMENT AGREEMENT TheEMPLOYMENT AGREEMENT dated July 7, 2017, by and betweenParallax Health Sciences, Inc., a Nevada corporation, with its principal office at 1327 Ocean Ave., Suite M, Santa Monica, CA 90401, (the “Company”) and Paul R. Arena, (“Employee”) is hereby amended as follows with the remaining provisions of the Employment Agreement remaining in full force and effect. AMENDMENTS: NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions herein set forth, the parties hereto amend the Employment Agreement as follows: 1.   Section 5 (iii) shall have a subsection added to read as follows: a.The Employee shall receive a $2,000 per month non-accountable living expense reimbursement beginning January 1, 2018. 2.   Section 6 (iv) shall have a subsection added to read as follows: e.TheEmployeeshallbegrantedtheimmediaterightfromthedateoftheAgreement(and continuingforthebalanceofCommonShareissuancespursuanttothisSection6(iv)ofthe Agreement to purchase Common Shares of the Company at PAR value of $.001 each. 3.   Section 7 shall have a subsection added to read as follows: a.The   Employee   shall   be   entitled   to   receive   a   commuting   and   moving   expense reimbursement  of  $40,000  for  travel  and  expenses  incurred  between  July  2017  and January 2018. IN WITNESS WHEREOF, this amendment is dated as of the 27thday of April, 2018. On Behalf of Employer By:_______________________________ Calli Bucci, Chief Financial Officer & Director [ex1044employmentagreement2.gif] By:_______________________________ Paul R. Arena, Employee


AMENDMENT #2 TO EMPLOYMENT AGREEMENT THIS AMENDMENT #2 TO THE EMPLOYMENT AGREEMENT (the Amendment) isexecutedbyandbetweenParallaxHealthSciences,Inc.,aNevadacorporation(the Company) and Nathaniel Bradley (Bradley). WHEREAS, previously, the Company and Bradley entered into that certain Employment Agreement (the Agreement) dated August 1, 2017;  and WHEREAS,theCompanyandBradleydesiretoamendtheAgreementassetforthherein; NOW,THEREFORE,inconsiderationoftheforegoingrecitalsandthecovenantsand conditions herein set forth, the parties hereto amend the Agreement as follows:  1. In the Agreement, Section 6(ii), paragraphs a. through e., shall be replaced in their entirety to read as follows:  a.250,000, or twenty five percent (25%), of these stock options shall vest immediately. b.   250,000,ortwentyfivepercent(25%),ofthesestockoptionsshallvestafteraperiod of one year. c.250,000,ortwentyfivepercent(25%),ofthesestockoptionsshallvestafteraperiod of two years. d.   The remaining 250,000, or twenty five percent (25%), of these stock options shall vest after a period of three years. e.On August 1, 2018, Employee shall be granted an additional 1,000,000 stock options, under the same terms as defined in paragraph 6(ii) above, which shall vest as follows: (1)500,000, or fifty percent (50%), of these stock options shall vest immediately. (2)250,000,ortwenty-fivepercent(25%)ofthesestockoptionsshallvestonAugust1, 2019. (3)250,000,ortwenty-fivepercent(25%),ofthesestockoptionsshallvestonAugust 1, 2020.   2. LimitedEffect.Exceptasamendedhereby,theAgreementshallremaininfullforceand effect, and the valid and binding obligation of the parties thereto.  3. Counterparts.ThisAmendmentmaybeexecutedincounterparts,eachofwhichshallbe deemed an original, but all of which together shall constitute one and the same instrument. [Signature Page Follows] 1  INWITNESSWHEREOF,thepartieshereto,havecausedthisFirstAmendmenttothe Employment Agreement to be duly executed and delivered as of the date first written above. PARALLAX HEALTH SCIENCES, INC.  By:     Paul R. Arena Title:  Chief Executive Officer  Nathaniel Bradley Employee 2