CONVERSION AGREEMENT
Exhibit
4.12
This
Agreement executed on March 8, 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 Xxxxx Xxxxxxxx (the
“Consultant”), with an address at 000 Xxx Xxxxxxx Xxxx., 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
Fees Conversion:
The
Consultant has rendered his professional product, PreHistin, packaging design,
production and print coordination services
to the Company. The Consultant has submitted to the Company an invoice totaling
$4,500 (four thousand five hundred dollars). The Parties hereby agree to
convert
$4,500 (four thousand five hundred dollars), the full amount of this obligation
of the Company, into 3,000 (three thousand) fully-paid and non-assessable
free
trading shares, at the conversion rate of $1.50 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 (Xxxxx Xxxxxxxx) | ||
/s/ Xxxxxxx Xxxxxxxx | /s/ Xxxxx Xxxxxxxx | ||
Xxxxxxx Xxxxxxxx
President/CEO
|
Xxxxx Xxxxxxxx |