CONVERSION AGREEMENT
This Agreement executed on January 3, 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 Xxxxxxxxxx Xxxxxxxx
(the "Consultant"), with an address at 0000 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, signed on January 3, 2005. The Consultant has submitted to the Company
an estimated project budget totaling $27,600 (twenty-seven thousand six hundred
dollars). The Parties hereby agree to convert $27,600 (twenty-seven thousand six
hundred dollars), the full amount of this obligation of the Company, into 27,600
(twenty-seven thousand six hundred) 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 (XXXXXXXXXX XXXXXXXX)
-------------------------------- --------------------------------
Xxxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxxx
President/CEO
