CONVERSION AGREEMENT

Exhibit 4.18

CONVERSION AGREEMENT

This Agreement executed on April 14, 2006 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 Xxxxxxxxx X. Xxxxxxxxx (the “Consultant”), with a principal place of business located at 0000 Xxxxx Xxxxx Xxxxxxx,Xxxxx 0000, Xxxxx 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 Conversion: The Parties agree to convert $15,000 (fifteen thousand dollars) of Consultant’s fees for her past litigation services covering $13,806.52 thru March 31, 2006 and $1,193.48 of future litigation services to the Company into 10,000 (ten thousand) fully-paid and non-assessable free trading shares, at the conversion rate of $1.50 per share, upon the execution of this Agreement.

The Company shall immediately file and effectuate 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 (Xxxxxxxxx X. Xxxxxxxxx)
/s/ Xxxxxxx Xxxxxxxx			/s/ Xxxxxxxxx X. Xxxxxxxxx
Xxxxxxx Xxxxxxxx President/CEO