Ex 10.45 Executive Agreement-C Bucci

EXECUTIVE AGREEMENT

This Executive Agreement (“Agreement”), effective January 1, 2018, is executed on January 20,

2019, by and between Parallax Health Sciences, Inc., a Nevada corporation, (the ‘Company”), and

MJ Management Services, Inc., a Delaware corporation, 1702 Delaware Avenue, Santa Monica, CA

90404 (“MJ Management”), for services provided by Calli R. Bucci (the “Executive”), hereinafter,

collectively, the Parties.

WITNESSETH:

WHEREAS, the Company is engaged in the medical diagnostics technology, behavioral health and

related businesses, including but not limited to 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, Executive has provided services as Chief Financial Officer of the Company since

November 2012, and has served as a member of the board of directors since December 2016; and

WHEREAS, the Company desires to continue to have Executive provide services as Chief

Financial Officer of the Company, and Executive desires to provide services to the Company 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:

1. DUTIES AND RESPONSIBILITIES

a. The Company hereby retains the services of Executive in the role of Chief Financial

Officer of the Company. Subject at all times to the direction of the Board of Directors and

the Chief Executive Officer and President of the Company, Executive shall have direct

responsibility over financial accounting and SEC reporting, operational budgeting, sales

costing analysis, billing, and auditor interfacing. Executive will also perform other services

and duties as the Board of Directors and/or the Chief Executive Officer shall determine.

b. Executive currently holds the position of Secretary and Treasurer of the Company.

Executive shall serve, by mutual consent, in these or such other positions and offices of the

Company and its affiliates, if selected, without any additional compensation, except in

connection with paragraph 1.c, and as set forth in paragraph 5.a.iii.

c. The Parties acknowledge that, for various reasons discussed between the parties, a change in

the Executive’s role of Chief Financial Officer may be required by either party in the future.

In this event, Executive shall, by mutual consent, continue to provide services to the

Company in a consultant capacity to be further defined, the provisions of which are

consistent with the terms and conditions set forth in this Agreement, unless otherwise clearly

defined.

2. PERFORMANCE

Executive hereby accepts the position offered by the Company, upon the terms and conditions

contained herein, and agrees that during the Term of this Agreement, as defined in section 4, the

Executive, as Chief Financial Officer, shall devote substantially all of her business time,

attention, and energies to the business of the Company, with an average minimum of forty (40)

hours per week. Executive’s duties shall be performed at Executive’s home office located in

Santa Monica, California, or, when required, she shall be present on the Company’s premises

located in Santa Monica, California, and engaged in service to or on behalf of the Company at

such times, except during vacations, regular business holidays or weekends.

During the Term of this Agreement, as defined in section 4, Executive will not perform any

services for any other business entity, whether such entity conducts a business which is

competitive with the business of the Company or is engaged in any other business activity;

provided, however, that nothing herein contained shall be construed as (a) preventing Executive

from investing her personal assets in any business or businesses which do not compete directly

or indirectly with the Company, provided such investment or investments do not require any

services on her part in the operation of the affairs of the entity in which such investment is made

and in which her participation is solely that of an investor, (b) preventing Executive from

purchasing securities in any corporation whose securities are regularly traded, if such purchases

shall not result in her 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 the

Company, (c) preventing Executive from engaging in any other activities, if she receives the

prior written approval of the Board of Directors of the Company with respect to her engaging in

such activities; with exception to her role as Chief Financial Officer of the Company’s wholly

owned subsidiaries and any official position Executive may hold with PearTrack Security

Systems, Inc. and its subsidiaries.

3. RECORDS

In connection with her engagement hereunder, Executive shall accurately maintain and preserve

all notes and records generated by the Company which relate to the Company and its business

and shall make all such reports, written if required, as the Company may reasonably require.

4. TERM

The initial term of this Agreement shall be for one twelve-month period (the “Initial Term”), to

commence on January 1, 2018, and end twelve months from the date of this Agreement.

Thereafter, the Agreement shall automatically be extended for successive twelve-month periods

(the “Subsequent Term(s)”), unless either party elects not to renew this Agreement for any year

by providing written notice a minimum of thirty (30) days prior to the end of the most recent

twelve-month period. If the Executive is not retained for a Subsequent Term, the Executive

shall have the right to a one-year severance agreement (“Severance Period”) at the prevailing rate

of compensation (“Severance Pay”). A twelve-month period shall be deemed a Contract Year.

For the purposes of this Agreement, the Term (the “Term”) shall be defined as the Initial Term

and any Subsequent Term(s), collectively. Non-renewal of the Agreement by the Company shall

be deemed a termination pursuant to Section 15.a. For all compensation and benefit purposes,

other than those specifically addressed herein, the Executive shall be deemed to have been

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continually employed with the Company under this Agreement from January 1, 2018.

5. COMPENSATION

As full compensation for the performance of her duties on behalf of the Company, Executive

shall be compensated as follows:

a. Base Compensation

The Company shall pay the Executive:

i. while holding the role of Chief Financial Officer, a Base Compensation (“Base

Compensation”) at the rate of Two Hundred Sixteen Thousand Dollars ($216,000)

during the first-year of the Initial Term hereof; payable monthly by the 5^th day of each

month.

ii. If this Agreement is renewed for Subsequent Term(s), the Executive’s Base

Compensation as Chief Financial Officer shall be increased pursuant to a) a minimum of

Ten-Percent (10%) per year (the “Minimum Increase”), or b) as the Board of Directors

shall determine if in excess to the Minimum Increase. Future Compensation increases

will be subject to mutual agreement in accordance with job performance.

iii. If Executive leaves the role of Chief Financial Officer in accordance with paragraph 1.c

above, but remains with the Company in a consultant capacity:

A. a minimum retainer of Ten Thousand Dollars ($10,000) per month for services

provided, up to eighty (80) hours per month, payable monthly by the 5th day of each

month; and

B. $100 per hour for each additional hour above eighty (80) hours per month, but in no

event to exceed an additional Ten Thousand Dollars ($10,000) per month, for a

maximum total monthly compensation of Twenty Thousand Dollars ($20,000).

Executive shall provide monthly invoices to the Company for additional hours

worked each month, upon receipt of which the Company shall remit payment.

b. Execution Bonus Upon execution of this Agreement, Executive shall receive a non-

refundable, fully vested Execution Bonus of one hundred thousand dollars ($100,000) in

return for Executive entering into this Agreement.

c. Annual Bonus. In addition to the Base Compensation, Executive will be eligible for an

annual performance bonus of between ten percent (10%) and twenty five percent (25%) of

the Base Compensation in any given year, to be payable upon achievement of performance

goals and objectives to be mutually agreed upon by the Executive and the Company’s Board

of Directors in advance of the relevant performance period.

d. Other Meritorious Adjustments. The Board of 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.

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e. Payment All cash payments to Executive under this Agreement shall be made to MJ

Management Services, Inc., its heirs, successors or assigns.

6. EQUITY

a. Incentive Stock Options. Executive may be granted stock options during the Term of this

Agreement as determined by the Company’s Board of Directors from time to time, subject

to subsections 6.c and 6.d below. Executive shall be granted the following initial stock

options upon execution of this Agreement:

i. 1,000,000 shares of the Company’s common stock at an exercise price of $0.25 per

share. The options shall be exercisable for a period of five (5) years, shall vest quarterly

over the Initial Term of the Agreement, and are subject to subsections 6.d and 6.e below.

ii. In the event this Agreement is renewed for Subsequent Term(s), Executive shall be

granted options to purchase 1,000,000 shares of the Company’s common stock at an

exercise price of the average market price of the Company’s common stock over a

period of thirty (30) days prior to the date of the grant, for each additional Contract Year

of this Agreement. The options shall be exercisable for a period of five (5) years, shall

vest quarterly over each additional Contract Year, and are subject to subsections 6.d and

6.e below.

b. 10b5-1 Trading Plans When an average five (5) day trading of PRLX common stock is

greater than 100,000 shares per day, the Company intends on instituting trading plans, which

will, among other things, restrict Executive from trading more than 10,000 shares per day or

selling more than $100,000 in any given month.

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

which causes a Change of Control of the Company (the “Control Change”), any stock

options, stock grant or award, or similar securities held beneficially by the Executive shall

automatically become fully vested. For purposes of this Section 6.e, Control Change shall

mean the occurrence of any of the following events:

i. a majority of the outstanding voting stock of the Company is acquired or beneficially

owned by any person (other than the Company or a subsidiary of the Company) 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 the Company; or

ii. a merger or a consolidation of the Company with or into another corporation, other

than:

A. a merger or consolidation with a subsidiary of the Company, or

B. a merger or consolidation in which the holders of voting stock of the Company

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

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iii. a statutory exchange of shares of one or more classes or series of outstanding voting

stock of the Company for cash, securities, or other property, other than an exchange in

which the holders of voting stock of the Company 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 the Company stock is being exchanged; or

iv. the sale or other disposition of all or substantially all of the assets of the Company, in

one transaction or a series of transactions, other than a sale or disposition in which the

holders of voting stock of the Company 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 the Company are being sold.

7. BUSINESS EXPENSES

The Company also shall reimburse the Executive for all business expenses incurred by Executive

in the performance of her duties hereunder, or advanced/paid by Executive on behalf of the

Company, 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 Executive’s

presentation of the details of, and proof of, such expenses.

8. FRINGE BENEFITS

a. During the Term of this Agreement, the Executive shall be entitled to receive from the

Company up to $5,000 for the initial lease of a vehicle, and a vehicle allowance of $1,000 per

month thereafter, subject to future increases as may be granted to other senior executives.

The Company shall pay for or reimburse Executive for expenses regarding the operation,

insurance and routine maintenance of such vehicle, including deductibles, fuel, parking, tolls

and car washes.

b. During the Term of this Agreement, the Company shall provide, at its sole expense,

hospitalization, major medical, life insurance and other fringe benefits on the same terms

and conditions as it shall afford other senior management Executives. Nothing herein shall

require Executive to obtain or maintain such coverage.

c. During the Term of this Agreement, the Company shall provide paid vacation, to Executive,

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

earned for each Contract Year shall be calculated on a forty (40) hour work week as follows:

(i) four (4) weeks per Contract Year for the first two (2) Contract Years; (ii) six (6) weeks per

Contract Year for more than two (2) and up to seven (7) Contract Years; and (iii) eight (8)

weeks per Contract Year for more than seven (7) Contact Years.

9. SUBSIDIARIES

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

Company shall include those of the Company’s affiliates.

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10. INVENTORIES: SHOP RIGHTS

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

improvements made, developed or conceived by Executive during the Term of this

Agreement , 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 Executive’s employment, developed, manufactured or used by the Company in

connection with the manufacture, process or marketing of any product heretofore or now or

hereafter developed or distributed by the Company, or any services to be performed by the

Company or of any product which shall or could reasonably be manufactured or developed

or marketed in the reasonable expansion of the Company’s business, shall be and continue

to remain the Company’s exclusive property, without any added compensation or any

reimbursement for expenses to Executive, and upon the conception of any and every such

invention, process, discovery or improvement and without waiting to perfect or complete it,

Executive promises and agrees that Executive will immediately disclose it to the Company

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

b. Executive will also execute any instruments requested from time to time by the Company to

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

at the request of the Company, do such acts and execute such instrument as the Company

may require, but at the Company’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 the Company, all without any

reimbursement for expenses (except as provided in Section 7 or otherwise) and without any

additional compensation of any kind to Executive.

11. CONFIDENTIAL INFORMATION and TRADE SECRETS

a. All Confidential Information shall be the sole property of the Company. Executive will not,

during the period of her employment and for a period ending two years after termination of

her employment for any reason, disclose to any person or entity or use or otherwise exploit

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

Information which is disclosed to Executive or which becomes known to Executive in the

course of her employment with the Company without the prior written consent of an officer

of the Company except as may be necessary and appropriate in the ordinary course of

performing her duties to the Company during the period of her employment with the

Company. For purposes of this Section 11.a, “Confidential Information” shall mean any data

or information belonging to the Company, other than Trade Secrets, that is of value to the

Company and is not generally known to competitors of the Company or to the public, and is

maintained confidential by the Company, including but not limited to non-public

information about the Company’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 the Company as confidential and shall not

include any data or information of the Company that has been voluntarily disclosed to the

public by the Company (except where such public disclosure has been made without the

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authorization of the Company), or that has been independently developed and disclosed by

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

b. All Trade Secrets shall be the sole property of the Company. Executive agrees that during

her employment with the Company and after its termination, Executive 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 the Company

without the prior written consent of an officer of the Company. 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 the Company or any portion or part thereof, whether or not

copyrightable or patentable, that is of value to the Company and is not generally known to

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

including unpatented and un-copyrighted information relating to the Company’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 the

Company, 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 EXECUTIVES

During the Term of this Agreement and for one year thereafter, Executive will not cause or

attempt to cause any Executive of the Company to cease working for the Company to retain

employment with another Company that is a competitor of the Company’s. However, this

obligation shall not affect any responsibility Executive may have as an Executive of the

Company with respect to the bona fide hiring and firing of the Company’s personnel.

13. NON-SOLICITATION OF CUSTOMERS AND PROSPECTIVE CUSTOMERS

Executive will not, during the period of her employment and for a period ending two (2) years

after the termination of her 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

the Company during the twelve (12) months immediately preceding the termination of this

Agreement with the Company.

14. NON-COMPETITION

Executive agrees that during her employment with the Company, Executive will not engage in

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

proposed business of the Company, and Executive will not assist any other person or

organization in competing with the Company or in preparing to engage in competition with the

business or proposed business of the Company. The provisions of this paragraph shall apply

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both during normal working hours and at all other times including, without limitation, nights,

weekends and vacation time, while Executive is employed with the Company.

15. TERMINATION

Executive’s position with the Company may be terminated as follows:

a. Termination Without Just Cause.

i. The Company, in its sole discretion, may terminate this Agreement for any reason

without Just Cause (as defined below), at any time, by giving written notice to Executive

of such intent at least thirty (30) days in advance of the effective date of termination;

provided, during all that thirty (30) day notice period, the Company, in its sole discretion,

may modify, reduce or eliminate Executive’s duties hereunder.

ii. If the Company terminates this Agreement hereunder without Just Cause the Company

shall continue to pay to Executive her then-current Base Compensation, plus accrued

but unpaid vacation time, accrued but unpaid benefits, and reimbursement of all unpaid

business expenses (in each case, as of the date of termination) (collectively the

“Continued Benefits”) for a period of the greater of (a) twelve (12) months; or (b) the

remainder of the Initial Term or Subsequent Term, whichever the case may be (the

“Continuation Period”). Executive shall be entitled to continued participation in all

medical and disability plans, to the extent such plans are provided by the Company at the

date of termination, at the same benefit level at which she was participating on the date

of termination of this Agreement until the expiration of the Continuation Period.

b. Termination With Just Cause.

i. The Company may immediately terminate this Agreement hereunder for Just Cause (as

defined below) at any time upon delivery of written notice to Executive. For purposes

of this Agreement, the phrase “Just Cause” means:

A. Executive’s material fraud, gross malfeasance, gross negligence, or willful misconduct

done in bad faith, with respect to the Company’s business affairs;

B. Executive’s refusal or repeated failure to follow the Company’s established

reasonable and lawful policies of the Company;

C. Executive’s material breach of this Agreement; or

D. Executive’s conviction of a felony or crime involving moral turpitude.

ii. A termination of Executive for Just Cause based on clause A, B or C of the preceding

sentence will take effect thirty (30) days after Executive receives from the Company

written notice of its intent to terminate this Agreement and the Company’s description

of the alleged cause, unless Executive, in the good-faith opinion of the Company, during

such 30-day period, remedies the events or circumstances constituting Just Cause.

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iii. If this Agreement hereunder is terminated by the Company for Just Cause, the Company

will be required to pay to Executive only that portion of her Base Compensation,

accrued vacation, and to the extent required under the terms of any benefit plan or this

Agreement, the vested portion of any benefit under such plan, all as earned through the

date of termination.

c. Termination For Good Reason.

i. Executive may terminate employment hereunder For Good Reason (as defined below),

at any time, by giving written notice to the Company of such intent at least thirty (30)

days in advance of the effective date of termination. For purposes of this Agreement, the

phrase “For Good Reason” means:

A. any reduction in duties, responsibility, position or compensation;

B. the Company’s material breach of this Agreement; or

C. the Company’s refusal or failure to establish and follow lawful policies and practices.

ii. If Executive terminates employment hereunder For Good Reason, the Company shall

continue to pay to Executive the Continued Benefits for the Continuation Period.

Executive shall be entitled to continued participation in all medical and disability plans,

to the extent such plans are provided by the Company, at the same benefit level at which

she was participating on the date of termination of this Agreement until the expiration of

the Continuation Period.

d. Termination due to Disability and Death.

This Agreement hereunder will be terminated immediately upon Executive’s disability (as

determined for purposes of the Company’s long-term disability plan) or death. If this

Agreement is terminated due to such disability or death, the Company will be required to pay

Executive or Executive’s estate, as the case may be, in addition to the amounts payable

under the Company’s short-term and long-term disability plans or life insurance plans (as

applicable), only her Base Compensation and accrued vacation, earned through the date of

termination, any unreimbursed business expenses, and to the extent required under the

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

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

provision forfeit any rights in which Executive is vested at the time of Executive’s disability

or death.

e. Services after Termination

In the event this Agreement is terminated pursuant to paragraphs 15a, Executive will, in

good faith, remain available to the Company during the Severance Period for any needs the

Company may have in connection with the Company’s pending litigation matters, or other

matters concerning the Company and its subsidiaries, as reasonably requested from time to

time. Executive will, as needed, devote up to five (5) hours per week performing such

services requested by the Company during the Severance Period at no cost to the Company.

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In the event the Company desires Executive to devote time in excess of five (5) hours per

week, the Company shall pay Executive at the rate of (i) $100 per hour for each hour over

five (5) hours per week of services performed; and (ii) all reasonable out-of-pocket expenses

incurred in performing such services, provided the expenses have been approved by the

Company in writing in advance. For services provided under this paragraph, Executive will

provide the Company with a monthly invoice that will include the date(s) and hours worked,

and expenses incurred, which shall include copies of receipts for expenses. The Company

shall remit payment to Executive within fifteen (15) days of receipt of invoice from

Executive. The parties hereto acknowledge that but for this paragraph, Executive is not

required to render the services during the Severance Period. In no event shall the

Executive’s Severance Pay be reduced for services provided by Executive under this

paragraph.

16. INDEMNIFICATION

In addition to any rights Executive may have under the Company's charter or by-laws, the

Company agrees to indemnify Executive and hold Executive harmless, both during the Term

and thereafter, against all costs, expenses (including, without limitation, fines, excise taxes and

attorneys' and accountants’ fees) and liabilities (other than settlements to which the Company

does not consent, which consent shall not be unreasonably withheld) (collectively, "Losses")

reasonably incurred by Executive in connection with any claim, action, proceeding or

investigation brought against or involving Executive with respect to, arising out of or in any way

relating to Executive's position with the Company or Executive's service as a director of the

Company; provided, however, that the Company shall not be required to indemnify Executive

for Losses incurred as a result of Executive's intentional misconduct or gross negligence (other

than matters where Executive acted in good faith and in a manner she reasonably believed to be

in and not opposed to the Company's best interests). Executive shall promptly notify the

Company of any claim, action, proceeding or investigation under this paragraph and the

Company shall be entitled to participate in the defense of any such claim, action, proceeding or

investigation and, if it so chooses, to assume the defense with counsel selected by the Company;

provided that Executive shall have the right to employ counsel to represent him (at the

Company's expense) if Company counsel would have a "conflict of interest" in representing

both the Company and Executive. The Company shall not settle or compromise any claim,

action, proceeding or investigation without Executive's consent, which consent shall not be

unreasonably withheld; provided, however, that such consent shall not be required if the

settlement entails only the payment of money and the Company fully indemnifies Executive in

connection therewith. The Company further agrees to advance any and all expenses (including,

without limitation, the fees and expenses of counsel) reasonably incurred by the Executive in

connection with any such claim, action, proceeding or investigation. If the Company maintains a

policy of directors' and officers' liability insurance, the Executive will be covered under the

policy and, notwithstanding the expiration or earlier termination of this Agreement, the

Company shall maintain coverage for the Executive for a period of time following such

expiration or earlier termination equal to the statute of limitations for any claim that may be

asserted against Executive for which coverage is available under such directors' and officers'

liability insurance policy. The provisions of this paragraph shall survive the termination of this

Agreement for any reason.

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17. NOTICE

Any notice required or permitted hereunder shall be made in writing (i) either by actual delivery

of the notice into the hands of the party hereunder entitled, or (ii) by the mailing of the notice in

the United States mail, certified mail, return receipt requested, all postage prepaid and addressed

to the party to whom the notice is to be given at the party’s respective address set forth below,

or such other address as the parties may from time to time designate by written notice as

provided herein and (iii) via email to the email address provided or facsimile to the fax number

provided by the Parties below with a confirmation receipt. Notice will hereby be deemed to be

satisfied via the delivery of any of the methods listed above.

If to the Company:

Parallax Health Sciences, Inc.

1327 Ocean Avenue, Suite B

Santa Monica, CA 90401

If to Executive:

MJ Management Services, Inc.

1702 Delaware Avenue

Santa Monica, CA 90404

mjmgmt@roadrunner.com

The notice shall be deemed to be received in case (i) on the date of actual receipt by the party

and in case (ii) three days following the date of the mailing.

18. INJUNCTION

a. Should Executive 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 the Company, 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, the Company shall be entitled to an injunction

restraining Executive from doing, or continuing to do, or performing any such acts; and

Executive hereby consents to the issuance of such an injunction.

b. In the event that a proceeding is brought in equity to enforce the provisions of this

Paragraph, Executive shall not argue as a defense that there is an adequate remedy at law,

nor shall the Company be prevented from seeking any other remedies which may be

available.

c. The existence of any claim or cause of action by the Company against Executive, or by

Executive against the Company, whether predicated upon this Agreement or otherwise, shall

not constitute a defense to the enforcement by the Company of the foregoing restrictive

covenants but shall be litigated separately.

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19. ARBITRATION

a. 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 Los Angeles, CA,

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.

b. 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.

20. MISCELLANEOUS

a. 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.

b. 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.

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

binding upon, the Company, its successors and assigns, and upon MJ Management, its

successors and assigns, and the Executive and her legal representatives, heirs and legatees.

The performance of the Executive’s obligations hereunder may not be transferred or

assigned by MJ Management or the Executive.

d. 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.

e. This Agreement shall be construed and governed by the laws of the State of California.

Parallax Health Sciences, Inc.

Executive Agreement

Calli R. Bucci

Page 1 of 10

IN WITNESS WHEREOF, this Executive Agreement is dated as of the date first written above.

On Behalf of the Company:

PARALLAX HEALTH SCIENCES, INC.

By: /s/ Paul R. Arena

Paul R. Arena

Chief Executive Officer

On Behalf of the Executive

MJ MANAGEMENT SERVICES, INC.

By: /s/ Calli R. Bucci

Calli R. Bucci

Executive

Parallax Health Sciences, Inc.

Executive Agreement

Calli R. Bucci

Page 1 of 10