CONVERSION AGREEMENT
This Agreement executed on January 4, 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 Xxxxx (the
"Consultant"), with an address at 0000 Xxxxx Xxx. #0000, Xxxxx Xxxx, 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 from July 1, 2004 through December 31, 2004 in
accordance with the Consulting Agreement between the Parties, signed on July 1,
2004. The Consultant has rendered 6 (six) invoices to the Company totaling
$39,000 (thirty-nine thousand dollars). The Parties hereby agree to convert
$39,000 (thirty-nine thousand dollars), the full amount of this obligation of
the Company into 39,000 (thirty-nine thousand) fully-paid and non-assessable
free trading shares upon the execution of this Agreement. This shall be at the
conversion rate of $1.00 per share. 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 XXXXX)
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Xxxxxxx Xxxxxxxx Xxxxx Xxxxx
President/CEO
