CONVERSION AGREEMENT
This Agreement executed on December 28, 2004 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 Xxxxxxx (the
"Consultant"), with an address at 00000 Xxxxxxxxxxxx Xxxxx, Xxxxx 000, 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 professional
services to the Company continuously from August, 2004 and has rendered 4 (four)
invoices (1306, 1340, 1350 and 1365) to the Company totaling $13,079 (thirteen
thousand seventy-nine dollars). The Parties hereby agree to convert $13,079
(thirteen thousand seventy-nine dollars) of this obligation of the Company into
13,079 (thirteen thousand seventy-nine) fully-paid and non-assessable free
trading shares, at the conversion rate of $1.00 per share, upon the execution of
this Agreement.
Furthermore, the Parties agree to convert $36,921 (thirty-six thousand nine
hundred twenty-one dollars) of Consultant's fees for his future services to the
Company into 36,921 (thirty-six thousand nine hundred twenty-one) 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 XXXXXXX)
-------------------------------- --------------------------------
Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxx
President/CEO
