CONVERSION AGREEMENT
This Agreement executed on January 4, 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 Xxxxxxx Vekovic (the
"Consultant"), with an address at 00 Xxxxxxxx #000, 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 has rendered his professional
services to the Company from August 1, 2004 through December 31, 2004 and
invoiced the Company for the total amount of $27,500 (twenty seven thousand five
hundred dollars) in accordance with the Consulting Agreement between the
Parties, signed on August 1, 2004. The Parties hereby agree to convert $12,500
(twelve thousand five hundred) of this obligation of the Company into 12,500
(twelve thousand five hundred) 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 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 (XXXXXXX VEKOVIC)
-------------------------------- --------------------------------
Chaslav Xxxxxxxx Xxxxxxx Vekovic
President/CEO
