CONVERSION AGREEMENT

                              CONVERSION AGREEMENT

This Agreement executed on January 3, 2005 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 Aleksandar Mirkovic

(the "Consultant"), with an address at 5052 Kron, Irvine, CA 92604.

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 will render his professional services

to the Comp