CONVERSION AGREEMENT
Exhibit
4.3
This
Agreement executed on March
23, 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 Xxxxxxx
Xxxxxxx and
Xxxxxx
Xxxxxx
of MDC
Enterprises Inc.
(the
“Consultants”), with an address at 0000 Xxxx 0xx
Xxx.,
Xxxxx 000, Xxxxxxxxx, XX, Xxxxxx, X0X 0X0.
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
Consultants has rendered his professional services to the Company related to
manufacturing of the product, PreHistin. The Consultants has submitted to the
Company an invoice totaling $19,017.50 (nineteen thousand seventeen dollars
and
fifty cents). The
Parties hereby agree to convert $19,017.50 (nineteen thousand seventeen dollars
and fifty cents), the full amount of this obligation of the Company, into 15,000
(fifteen thousand) fully-paid and non-assessable free trading
shares,
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
Consultants.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first written above.
The Company (Cobalis, Corp.) | The Consultants (Xxxxxxx Xxxxxxx / Xxxxxx Xxxxxx) | ||
/s/ Xxxxxxx Xxxxxxxx | /s/ Xxxxxxx Xxxxxxx / Xxxxxx Xxxxxx | ||
Xxxxxxx Xxxxxxxx
President/CEO
|
Xxxxxxx Xxxxxxx / Xxxxxx Xxxxxx |