CONVERSION AGREEMENT
This Agreement executed on January 10, 2005 is made by and between Cobalis
Corp., a Nevada corporation (the "Company") with its principal place of business
located at 0000 XxXxxx Xxx, Xxxxx 000, Xxxxxx XX 00000 and DataMed Devices, LLC.
(the "Consultant"), with an address at 00000 Xxxxxx Xx., Xxxx Xxxxxx, XX 00000.
NOW THEREFORE, in consideration of the foregoing recitals and the covenants and
obligations set forth below and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
CONSULTING FEES CONVERSION: The Consultant will render his professional services
to the Company in accordance with the Services Proposal Agreement between the
Parties submitted to the Company on January 10, 2005. The Consultant has
submitted to the Company an estimated project budget totaling $28,895
(twenty-eight thousand eight hundred ninety-five dollars). The Parties hereby
agree to convert $28,895 (twenty-eight thousand eight hundred ninety-five
dollars), the full amount of this future obligation of the Company, into 28,895
(twenty-eight thousand eight hundred ninety-five) fully-paid and non-assessable
free trading shares, at the conversion rate of $1.00 per share, upon the
execution of this Agreement.
The Company shall immediately issue an S-8 registration with the Securities and
Exchange Commission in order to fulfill its obligation to the Consultant.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
THE COMPANY (COBALIS, CORP.) THE CONSULTANT (DATAMED DEVICES, LLC.)
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx Xxxxxxx X. Xxxxx
President/CEO
