CONVERSION AGREEMENT
Exhibit
4.5
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 Xxxx
Xxxxx
(the
“Consultant”), with an address at 0000 Xxxxx Xxxxxxxxxx, Xxxxx 000, Xxx
Xxxxxxxx, 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 document formatting (EDGARization) services to
the
Company continuously from January, 2005 and has rendered 8 (eight) invoices
(05-150, 05-1022, 05-1019, 05-1021, 05-10-18, 05-1020, 05-1024 and 05-1054)
to
the Company with a balance due of $8,030 (eight thousand thirty dollars).
The
Parties hereby agree to convert $8,030 (eight thousand thirty dollars), the
full
amount of this obligation of the Company into 5,353 (five thousand three hundred
fifty-three) fully-paid and non-assessable free trading
shares,
at the
conversion rate of $1.50 per share, upon the execution of this Agreement.
Furthermore,
the Parties agree to convert
$3,000 (three thousand dollars) of Consultant’s fees for his future services to
the Company into 2,000 (two 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 (Xxxx Xxxxx) | ||
/s/ Xxxxxxx Xxxxxxxx | /s/ Xxxx Xxxxx | ||
Xxxxxxx Xxxxxxxx
President/CEO
|
Xxxx Xxxxx |