CONVERSION AGREEMENT

                              CONVERSION AGREEMENT

This   Agreement   executed   on December   22, 2004 is made by and between   Cobalis

Corp., a Nevada corporation (the "Company") with its principal place of business

located   at 2445   McCabe   Way,   Suite   150,   Irvine CA 92614 and Mark Rumph (the

"Consultant"), with an address at _______________________________.

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