CONVERSION AGREEMENT
This Agreement executed on January 5, 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 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 will render his professional
corporate website design services to the Company in accordance with the Services
Proposal Agreement between the Parties, signed on January 5, 2005. The
Consultant has submitted to the Company an estimated project budget totaling
$6,000 (six thousand dollars). The Parties hereby agree to convert $6,000 (six
thousand dollars), the full amount of this future obligation of the Company,
into 6,000 (six thousand) 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 (XXXXX XXXXXXXX)
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Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxx
President/CEO
