CONVERSION AGREEMENT
Exhibit
4.9
This
Agreement executed on March
28, 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 0 Xxxxxxxxx, 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 has rendered his IT (information technology) services to the Company
continuously from January 1, 2006 and has rendered 3 (three) invoices (235,
236
and 237) to the Company with a balance due of $4,200 (four thousand two hundred
dollars). The
Parties hereby agree to convert $4,200 (four thousand two hundred dollars),
the
full amount of this obligation of the Company into 2,800 (two thousand eight
hundred) 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
$1,800 (one thousand eight hundred) of Consultant’s fees for his future services
to the Company (April-May 2006) into 1,200 (one thousand two hundred) fully-paid
and non-assessable free trading shares, at the conversion rate of $1.50 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 |