CONVERSION AGREEMENT
This Agreement executed on January 6, 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 Xxxx Xxxxxxxx and
Xxxxx Xxxxxxxx (the "Consultants"), with an address at 00000 Xxxxxxxxx Xx., Xxx
Xxxxx, 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 Consultants rendered their professional services
related to Statistical Analysis Plan (SAP) for clinical trials to the Company
and has submitted to the Company a project quote totaling $8,400 (eight thousand
four hundred dollars). The Parties hereby agree to convert $4,200 (four thousand
two hundred dollars) of this obligation of the Company, into 4,200 (four
thousand two hundred), split into two allotments of 2,100 (two thousand one
hundred) each, 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 Consultants.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
THE COMPANY (COBALIS, CORP.) THE CONSULTANTS (XXXX XXXXXXXX AND XXXXX XXXXXXXX)
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Xxxxxxx Xxxxxxxx Xxxx Xxxxxxxx and Xxxxx Xxxxxxxx
President/CEO