CONVERSION AGREEMENT
This Agreement executed on January 18, 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 DLZ Consulting, LLC
(the "Consultant"), with a principal place of business located at 0000 Xxxxx
Xxxxxxxx Xxxxx, Xxxxx, 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 Consultant has rendered four (4) invoices to the
Company totaling $80,115.00. The Parties hereby agree to convert this obligation
of the Company into eighty thousand one hundred fifteen (80,115) fully-paid and
non-assessable free trading shares upon the execution of this Agreement. This
shall be at the conversion rate of $1.00 per share. 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.
COBALIS, CORP.
Xxxxxxx Xxxxxxxx, President/CEO
0000 XxXxxx Xxx, Xxxxx 000
Xxxxxx, XX 00000
AGREED AND ACCEPTED FOR CONSULTANT:
Xxxxx Xxxxxx
DLZ Consulting, LLC
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx, XX 00000
