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 Xxxxxx X. Xxxxxxx
(the "Consultant"), with a business address at 000 Xxxxx Xxxx., 00xx Xxxxx,
Xxxxx Xxxx, 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 regarding the lawsuit against International Business
Consulting Gmbh and has rendered 3 (three) invoices (1003, 1016 and 1041) to the
Company totaling $10,885 (ten thousand eight hundred eighty-five dollars). The
Parties hereby agree to convert $10,885 (ten thousand eight hundred eighty-five
dollars), the full amount of this obligation of the Company, into 10,885 (ten
thousand eight hundred 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.
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 (XXXXXX X. XXXXXXX)
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Xxxxxxx Xxxxxxxx Xxxxxx X. Xxxxxxx
President/CEO
