CONVERSION AGREEMENT

                              CONVERSION AGREEMENT

This Agreement executed on July 23, 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 Martin Marion, LLC (the

"Consultant"), with a principal place of business located at 1 McGill, Montreal,

QC H2Y 4A3 (each a "Party" and collectively "Parties").

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 a