CONVERSION AGREEMENT
This Agreement executed on November 1, 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 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 his future services to the Company into 20,000
(twenty thousand) fully-paid and non-assessable free trading shares, at the
conversion rate of $0.75 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)
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Xxxxxxx Xxxxxxxx Xxxxxxxxx X. Xxxxxxxxx
President/CEO
