CONVERSION AGREEMENT
This Agreement executed on February 10, 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 Xxxx Xxxxx (the
"Consultant"), with an address at 0000 Xxxxx Xxxxxxxxxx, Xxxxx 000, Xxx
Xxxxxxxx, 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 has rendered his document formatting
(EDGARization) services to the Company continuously from December, 2004 and has
rendered 2 (two) invoice (12012 and 05-102) to the Company with a balance due of
$2,085 (two thousand eighty-five dollars). The Parties hereby agree to convert
$2,085 (two thousand eighty-five dollars) of this obligation of the Company into
2,085 (two thousand eighty-five) fully-paid and non-assessable free trading
shares, at the conversion rate of $1.00 per share, upon the execution of this
Agreement.
Furthermore, the Parties agree to convert $2,915 (two thousand nine hundred
fifteen dollars) of Consultant's fees for his future services to the Company
into 2,915 (two thousand nine hundred fifteen) 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 (Xxxx Xxxxx)
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Xxxxxxx Xxxxxxxx Xxxx Xxxxx
President/CEO
