CONVERSION AGREEMENT
Exhibit
4.10
This
Agreement executed on March
28, 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 Xxxxxx
X. Xxxxxxx (the
“Consultant”), with a business address at 000 Xxxxx Xxxx., 00xx
Xxxxx,
Xxxxx Xxxx, 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 legal services to the Company.
The
Parties agree to convert
$15,000 (fifteen thousand dollars) of Consultant’s fees for his 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. Upon submission of an invoice for services
rendered, the Consultant will be issued shares at the conversion rate of
$1.50
per share.
The
Company shall immediately issue an S-8 registration with the Securities and
Exchange Commission in order to fulfill its future 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 (Xxxxxx X. Xxxxxxx) | ||
| /s/ Xxxxxxx Xxxxxxxx | /s/ Xxxxxx X. Xxxxxxx | ||
|
Xxxxxxx Xxxxxxxx
President/CEO
|
Xxxxxx X. Xxxxxxx |
