Cobalis Settlement Agreement with Gryphon


    Exhibit 10.3

     

     

    In
      the
      United States District Court

    For
      the
      Northern District of Texas

    Dallas
      Division

     

    
      	
              Gryphon
                Master Fund, L.P.,

            	
              §

            	 
	 	
              §

            	 
	
              Plaintiff,

            	
              §

            	 
	 	
              §

            	 
	
              v.

            	
              §

              §

            	
              Civil
                Action No. 3:04-CV-2405-L

              Civil
                Action No. 3:05-CV-2475-L

            
	 	
              §

            	 
	
              Cobalis
                Corp.,

            	
              §

            	 
	 	
              §

            	 
	
              Defendant.

            	
              §

            	 


    

     

    Compromise
      Settlement Agreement and General Release

    I.
      Parties

    The
      parties to this Compromise Settlement Agreement and General Release (“Settlement
      Agreement”) are:

    1.01. Gryphon
      Master Fund, L.P.

    1.02. Cobalis
      Corp.

    II.
      Definitions

    2.01. “Gryphon”
      means Gryphon Master Fund, L.P., a Bermuda limited partnership.

    2.02. “Cobalis”
      means Cobalis Corp., a Nevada corporation.

    2.03. “Gryphon
      Releasees” means Gryphon, its principals, past or present officers, directors,
      partners, employees, attorneys, agents, representatives, subsidiaries, parents,
      assigns, insurance carriers, successors, affiliated or associated entities
      of
      whatever kind, and all persons, natural or corporate, in privity with
      Gryphon.

    2.04. “Cobalis
      Releasees” means Cobalis, its principals, past or present officers, directors,
      shareholders, employees, attorneys, agents, representatives, subsidiaries,
      parents, assigns,
      insurance carriers, successors, affiliated or associated entities of whatever
      kind, and all persons, natural or corporate, in privity with
      Cobalis.

    
       

      
        
        

      

      
        1

        
          

        

      

      
         

      

       

    

    2.05. “Parties”
      means Gryphon and Cobalis.

    2.06. “First
      Lawsuit” means Civil Action No. 3:04-CV-2405 in the United States District Court
      for the Northern District of Texas, Dallas Division, and styled Gryphon
      Master Fund, L.P. v. Cobalis Corp.

    2.07.
       “Second
      Lawsuit” means Civil Action No. 3:05-CV-2475 in the United States District Court
      for the Northern District of Texas, Dallas Division, and styled Gryphon
      Master Fund, L.P. v. Cobalis Corp.

    2.08. “Lawsuits”
      means the First Lawsuit and the Second Lawsuit, collectively.

    2.09. “Execution
      Date” means the date that the last signature of the Parties is
      obtained.

    III.
      Recitals

    3.01. On
      September 8, 2003, Gryphon and Cobalis executed a Purchase Agreement whereby
      Gryphon acquired an 8% Convertible Note Due 2006 (the “Note”) and a Common Stock
      Purchase Warrant (the “First Warrant”) from Cobalis for $600,000.00 (the “First
      Purchase Agreement”).

    3.02. In
      connection with the First Purchase Agreement, Cobalis executed a Registration
      Rights Agreement (the “First Registration Rights Agreement”) obligating itself
      to timely file a registration statement with the United States Securities and
      Exchange Commission (the “SEC”) for 125% of the shares of Cobalis stock issuable
      upon the conversion of the Note plus
      100%
      of
      the number of Cobalis shares that would be issuable upon the exercise of the
      First Warrant in full for cash.

    3.03. On
      September 25, 2003, Gryphon and Cobalis executed a second Purchase Agreement
      whereby Gryphon agreed to purchase a second Common Stock Purchase Warrant (the
      “Second Warrant”) and 1,000 shares of preferred stock for $1,000,000.00 (the
“Second Purchase Agreement”).

    


    
      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    

    


    3.04. In
      connection with the Second Purchase Agreement, Cobalis executed a second
      Registration Rights Agreement (the “Second Registration Rights Agreement” and
      with the First Registration Rights Agreement, the “Registration Rights
      Agreements”) obligating itself to timely file a registration statement with the
      SEC for at least 125% of the Cobalis shares that would be issuable upon
      conversion of the preferred shares issued to Gryphon under the Second Purchase
      Agreement plus
      100% of
      the Cobalis shares that would be issuable upon exercise of the Second Warrant
      in
      full for cash.

    3.05. On
      January 23, 2004, Gryphon and Cobalis executed a forbearance agreement
      concerning Cobalis’s failure to timely file the registration statement required
      by the Registration Rights Agreements (the “January 23rd
      Forbearance Agreement”). In connection with the January 23rd
      Forbearance Agreement, Cobalis issued 135,000 shares of common stock to
      Gryphon.

    3.06. On
      May
      28, 2004, Gryphon and Cobalis executed a second forbearance agreement concerning
      Cobalis’s failure to timely file the registration statement required by the
      Registration Rights Agreements and failure to make payments required under
      the
      Note (the “May 28th
      Forbearance Agreement” and with the January 23rd
      Forbearance Agreement, the “Forbearance Agreements”). In connection with the May
      28th
      Forbearance Agreement, Cobalis issued 170,000 shares of common stock to
      Gryphon.

    3.07. Gryphon
      and Cobalis are now Parties to the Lawsuits. Gryphon’s claim in the First
      Lawsuit is for: (1) liquidated damages under the Registration Rights Agreements
      and (2) payments due under the Note. Cobalis has asserted a counterclaim for
      fraudulent inducement regarding the negotiation of the Forbearance Agreements.
      At issue in the Second Lawsuit is Cobalis’s
      obligation to issue Rule 144 opinion letters for the 810,817 shares of common
      stock that have been issued, or that are issuable, to Gryphon (the “Rule 144
      Shares”).

      3.08. Gryphon
        and Cobalis desire to settle the Lawsuits.

    

    
       

      
         

      

      
        3

        
          

        

      

      
         

      

       


    Scope
      of Settlement

    3.09. Bona
      fide
      disputes and controversies exist, both as to the fact and extent of liability,
      and as to the fact and extent of damages, if any. By reason of such disputes
      and
      controversies, and in order to avoid the expense and inconvenience of further
      litigation, the Parties desire to settle all claims asserted against each of
      them.

    3.10. The
      Parties intend the full terms and conditions of the compromise and settlement
      to
      be set forth in this Settlement Agreement. 

    3.11. In
      consideration of the agreements, representations, and warranties contained
      within this Settlement Agreement, and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the Parties agree
      as
      follows:

    IV.
      Representations and Warranties

    The
      following representations and warranties shall survive the execution of this
      Settlement Agreement and the completion of the settlement provided
      below:

    Capacity
      and Authority

    4.01. The
      Parties to this Settlement Agreement warrant and represent that they have the
      power, authority, and capacity to enter into this Settlement Agreement and
      that
      this Settlement Agreement and all documents, to which they are parties,
      delivered pursuant hereto are valid, binding, and enforceable upon them.


    4.02. The
      Parties to this Settlement Agreement warrant and represent that no consent,
      approval, or authorization of, and no notice to, or filing with, any court,
      governmental authority, person
      or
      entity is required for the execution, delivery, and performance of this
      Settlement Agreement. 

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    V.
      Settlement Terms

    In
      reliance upon the representations, warranties, and covenants in this Settlement
      Agreement, the Parties have settled and compromised all claims and causes of
      action in the Lawsuits by agreeing to the following: 

    Agreed
      Judgment

    5.01. On
      or
      before the Execution Date, the Parties will file an Agreed Judgment for Gryphon
      and against Cobalis in the First Lawsuit in the amount of $1,600,000.00 (the
      “Agreed Judgment”). The form of the Agreed Judgment is attached as Exhibit
“A.”

    5.02. Gryphon
      agrees not to execute on the Agreed Judgment on or before April 1, 2007. In
      the
      event that Cobalis takes bankruptcy before April 1, 2007, nothing herein shall
      prevent Gryphon from pursuing any rights that it may have in the bankruptcy
      court and/or under applicable law.

    5.03. If,
      on or
      before October 1, 2006, Cobalis pays to Gryphon $1,400,000.00, Gryphon shall
      execute, and deliver to Cobalis contemporaneous with such payment, a Release
      of
      Judgment in the form attached as Exhibit “B” (the “Release of Judgment”).
      Alternatively, if, on or before January 1, 2007, Cobalis pays to Gryphon
      $1,500,000.00, Gryphon shall execute, and deliver to Cobalis contemporaneous
      with such payment, the Release of Judgment. Alternatively, if, on or before
      April 1, 2007, Cobalis pays to Gryphon $1,600,000.00, Gryphon shall execute,
      and
      deliver to Cobalis contemporaneous with such payment, the Release of
      Judgment.

    5.04. Gryphon
      acknowledges receipt of Rule 144 opinion letters for the Rule 144 Shares, and
      currently believes the form of those letters is acceptable. However, Cobalis
      agrees that,
      in
      the event that Gryphon cannot sell the Rule 144 Shares because the Rule 144
      opinion letters are deficient or defective, Cobalis will cooperate with Gryphon
      and take all necessary steps to ensure that Gryphon has Rule 144 opinion
      letters, or other necessary documents, to sell the Rule 144 Shares.

    
       

      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    Dismissal
      of Second Lawsuit

    5.05. Contemporaneous
      with filing the Agreed Judgment in the First Lawsuit, the Parties will file
      a
      Joint Stipulation of Dismissal in the Second Lawsuit in the form attached as
      Exhibit “C.”

    Offsets

    5.06. Cobalis
      agrees to assist Gryphon in selling the Rule 144 Shares, including by contacting
      market makers and other individuals or firms to assist Gryphon with a private
      or
      public sale of the Rule 144 Shares. The foregoing will not, however, prevent
      Gryphon from selling the Rule 144 Shares into the public market. Gryphon will,
      in good faith, notify Cobalis of any transactions in or sales of the Rule 144
      Shares into the public market prior to making any such transactions . Gryphon
      will also provide Cobalis with confirmations of any sales of the Rule 144
      Shares. If Cobalis locates a purchaser for any portion of the Rule 144 Shares
      and the sale price is in excess of $1.00 per share, net to Gryphon, Gryphon
      will
      be required to sell such shares to such purchaser at the request of Cobalis.
      Gryphon will notify Cobalis before selling any of the Rule 144 Shares. In the
      event that the net amounts received by Gryphon from the sale of all of the
      Rule
      144 Shares exceeds $800,000.00, Cobalis shall be entitled to an offset after
      the
      sale of all of the Rule 144 Shares, in the amount that is in excess of such
      $800,000.00, to the amounts owed under the Agreed Judgment, including amounts
      paid under Paragraph 5.03.

    


    
      
        
           

        

        
          6

          
            

          

        

        
           

        

      

    

    


    5.07. Cobalis
      and Gryphon hereby agree that the definition of “Purchase Price” set forth in
      each of the First Warrant and the Second Warrant is hereby amended in its
      entirety to read as follows:

    ““Purchase
      Price” means $0.01, subject to adjustment as provided in this Warrant.”
Promptly
      following the Execution Date, Gryphon agrees to conduct a “Net Exercise” of each
      of the First Warrant and the Second Warrant pursuant to Section 2(b) thereof.
      

    Short
      Sales

    5.08. Gryphon
      hereby agrees that Gryphon and its subsidiaries, affiliates, brokers, or third
      parties acting in concert with Gryphon, will not engage in any shorting or
      short
      selling of Cobalis’ common stock (currently listed as CLSC.OB) on any exchange
      during such period that Gryphon is still in possession and/or control of any
      Rule 144 Shares or any shares of Cobalis common stock issued as a result of
      Gryphon’s Net Exercise contemplated by Section 5.06 of this Settlement
      Agreement. Shorting or short selling shall include the definition established
      by
      the SEC and shall include any activity in which Gryphon sells any shares of
      Cobalis other than selling the Rule 144 Shares or any shares of Cobalis common
      stock issued as a result of Gryphon’s Net Exercise contemplated by Section 5.06
      of this Settlement Agreement.

    Release
      of Claims

    5.09. Gryphon
      hereby generally releases and forever discharges the Cobalis Releasees from
      any
      and all claims, demands, and causes of action, of whatever kind or character,
      whether in law or in equity, which Gryphon has or may have in the future,
      whether known or unknown, based upon any events that have occurred prior to
      the
      Execution Date, including but not limited to the claims which have been or
      could
      have been asserted in the Lawsuits. This release is to be construed as the
      broadest form of general release and includes all claims, whether known or
      unknown, based upon any events that have occurred prior to the Execution Date.
      Nothing herein shall be construed to be a release of the obligations to perform,
      after the Execution Date, the obligations undertaken in this Settlement
      Agreement. 

    


    
      
        
           

        

        
          7

          
            

          

        

        
           

        

      

    

     

    5.10. Cobalis
      hereby generally releases and forever discharges the Gryphon Releasees from
      any
      and all claims, demands, and causes of action, of whatever kind or character,
      whether in law or in equity, which Cobalis has or may have in the future,
      whether known or unknown, based upon any events that have occurred prior to
      the
      Execution Date, including but not limited to the claims which have been or
      could
      have been asserted in the Lawsuits. This release is to be construed as the
      broadest form of general release and includes all claims, whether known or
      unknown, based upon any events that have occurred prior to the Execution Date.
      Nothing herein shall be construed to be a release of the obligations to perform,
      after the Execution Date, the obligations undertaken in this Settlement
      Agreement. 

    Choice
      of Law; Jurisdiction

    5.11. This
      Settlement Agreement shall be governed and construed in accordance with laws
      of
      the State of Texas, except that any conflict of law rule of that jurisdiction
      that may require reference to the laws of some other jurisdiction shall be
      disregarded.

    5.12. The
      Parties hereby irrevocably agree that any legal action or proceeding arising
      out
      of or relating to this Settlement Agreement shall be brought exclusively in
      the
      Federal District Court for the Northern District of Texas, Dallas Division.
      The
      Parties hereby expressly submit to the personal jurisdiction and venue of the
      Federal District Court for the Northern District of Texas, Dallas Division,
      and
      expressly waive any claim of improper venue and any claim that such courts
      are
      an inconvenient forum.

    
       

      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    
      Miscellaneous

    

    
      5.13.
        If
        any provision of this Settlement Agreement is or may be held by a court of
        competent jurisdiction to be invalid, void or unenforceable, the remaining
        provisions shall nevertheless survive and continue in full force and effect
        without being impaired or invalidated in any way.

    

    5.14. The
      Parties expressly warrant and represent and hereby state that no promise or
      agreement, which is not herein expressed, has been made to them in executing
      this Settlement Agreement; that they are not relying upon any statement or
      representation of any opposing party or any opposing party’s agents or
      representatives; and that they are relying on their own judgment in the
      execution of this Settlement Agreement.

    5.15. This
      Settlement Agreement shall continue perpetually and shall be binding upon the
      Parties and their successors and assigns, and shall inure to the benefit of
      the
      Parties and their successors and assigns.

    5.16. This
      Settlement Agreement represents the entire agreement between the Parties and
      supersedes all prior written or oral agreements, and the terms are contractual
      and not mere recitals.

    5.17. This
      Settlement Agreement may not be amended, altered, modified, or changed in any
      way except in writing signed by all the Parties to the Settlement Agreement.
      

    5.18. The
      Parties expressly warrant that they have consulted legal counsel concerning
      the
      Lawsuits and the terms of this Settlement Agreement. The Parties further
      expressly warrant that their counsel has explained the provisions of this
      Settlement Agreement, including all attachments and the scope of the releases
      herein. The Parties expressly warrant that they fully understand the terms
      of
      this Settlement Agreement and that they sign this Settlement Agreement as their
      own free act.

    5.19. This
      Settlement Agreement has been prepared by the joint efforts of counsel for
      the
      Parties. 

    5.20. This
      Settlement Agreement may be executed in counterparts with the same effect as
      if
      the signatures hereto and thereto were upon the same instrument.

    5.21. Every
      exhibit, schedule, or other appendix attached to this Settlement Agreement
      and
      referred to herein is incorporated in this Settlement Agreement by
      reference.

    
       

      
         

      

      
        9

        
          

        

      

      
         

      

    

     

     

    
      GRYPHON
        MASTER FUND, L.P.

       

      By:
        Gryphon Partners, L.P., its General Partner

       

      By:
        Gryphon Management Partners, L.P., its General Partner

       

      By:
        Gryphon Advisors, L.L.C., its General Partner

       

      By:_______________________________ Date:_____________________

      Warren
        W.
        Garden

      Authorized
        Agent

      


       

       

      ACKNOWLEDGMENT

       

      


       

      THE
        STATE
        OF TEXAS          §           

      COUNTY
        OF
        DALLAS            §

       

      This
        instrument was acknowledged before me on ____________________, 2006, by Warren
        W. Garden, a duly authorized representative of GRYPHON MASTER FUND, L.P.,
        a
        Bermuda limited partnership, on behalf of said limited partnership

       

      


      NOTARY
        PUBLIC in and for

      THE
        STATE
        OF TEXAS

      My
        Commission Expires:

      _____________________

       


      
        
           

        

        
          10

          
            

          

        

        
           

        

      


      


      COBALIS
        CORP.

       

      By:_______________________________ Date:_____________________

      Chaslav
        Radovich

      President
        & CEO

      


      


       

      *****

      ACKNOWLEDGMENT

       

      THE
        STATE
        OF ______________ §

      COUNTY
        OF
        ________________ §

       

      This
        instrument was acknowledged before me on ____________________, 2006, by Chaslav
        Radovich, a duly authorized representative of COBALIS CORP., a Nevada
        corporation, on behalf of said corporation.

      


      NOTARY
        PUBLIC in and for

      THE
        STATE
        OF ___________________

      My
        Commission Expires:

      _____________________

       

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

    

    
       

       

      
        United
          States District Court

        Northern
          District of Texas

        Dallas
          Division

         

      

      
        	
                Gryphon
                  Master Fund, L.P.,

              	
                §

              	 
	
                Plaintiff,

              	
                §

              	 
	 	
                §

              	 
	
                v.

              	
                §

              	
                Cause
                  No. 3:04-CV-2405

              
	 	
                §

              	 
	
                Cobalis
                  Corp.,

              	
                §

              	 
	
                Defendant.

              	
                §

              	 


      

      

        
          

        

         

      

      Agreed
        Judgment

       

      
        

      

      


      On
        this
        day, Plaintiff Gryphon Master Fund, L.P. (“Gryphon”) and Defendant Cobalis Corp.
        (“Cobalis”) represented to the Court that they have agreed to an entry of
        judgment in the above-referenced cause. It is therefore,

      ORDERED,
        ADJUDGED and DECREED that Gryphon is granted judgment against Cobalis in
        the
        amount of $1,600,000.00. It is further,

      ORDERED,
        ADJUDGED AND DECREED that Gryphon shall have all writs of execution and other
        process necessary to enforce this judgment.

      All
        other
        relief not expressly granted herein is denied.

      All
        costs
        are taxed against the party incurring same.

      SIGNED
        this ______ day of April, 2006.

       

      _______________________________

      JUDGE
        PRESIDING

      
         

        
           

        

        
          12

          
            

          

        

        
           

        

      

    

    
      

        AGREED:

         

        ______________________

        Stephen
          C. Rasch

        State
          Bar
          No. 16551420

        Kim
          McCrea

        State
          Bar
          No. 24041434

        Thompson
          & Knight L.L.P.

        1700
          Pacific Avenue, Suite 3300

        Dallas,
          Texas 75201

        (214)
          969-1700

        (214)
          969-1751 (facsimile)

         

        ATTORNEYS
          FOR PLAINTIFF

        GRYPHON
          MASTER FUND, L.P.

        


        


        


        _____________________________

        Eric
          W.
          Pinker

        State
          Bar
          No. 16016550

        Christopher
          J. Schwegmann

        State
          Bar
          No. 24051315

        Lynn
          Tillotson & Pinker, L.L.P.

        750
          North
          St. Paul Street, Suite 1400

        Dallas,
          Texas 75201

        (214)
          981-3800

        (214)
          981-3839 (facsimile) 

        ATTORNEYS
          FOR COBALIS CORP.

         

        
          
             

          

          
            13

            
              

            

          

          
             

          

        


        
          United
            States District Court

          Northern
            District of Texas

          Dallas
            Division

           

        

        
          	
                  Gryphon
                    Master Fund, L.P.,

                	
                  §

                	 
	
                  Plaintiff,

                	
                  §

                	 
	 	
                  §

                	 
	
                  v.

                	
                  §

                	
                  Cause
                    No. 3:04-CV-2405

                
	 	
                  §

                	 
	
                  Cobalis
                    Corp.,

                	
                  §

                	 
	
                  Defendant.

                	
                  §

                	 


        

        

          
            

          

           

        

        
          Release
            of Judgment

        

         

        
          

        

      

    


    WHEREAS,
      Gryphon Master Fund, L.P. (“Gryphon”) recovered a judgment in the amount of ONE
      MILLION SIX HUNDRED THOUSAND and 00/100 ($1,600,000.00) against Cobalis Corp.
      (“Cobalis”); and 

    WHEREAS,
      Gryphon, as a result of receipt of such payment by Cobalis, desires to release
      the Agreed Judgment entered in the above-referenced cause against Cobalis,
      a
      copy of which is attached as Exhibit A, and forever discharge Cobalis from
      any
      and all claims, demands, damages, actions, causes of action, suits, judgments,
      or any other suits of any kind or nature whatsoever that were adjudicated in
      the
      above-referenced cause against Cobalis.

    
      NOW
        THEREFORE, Gryphon hereby releases and discharges Cobalis from any and all
        claims, demands, damages, actions, causes of action, suits, judgment, or
        any
        other suits of any kind or nature whatsoever that were adjudicated against
        Cobalis in the above-referenced cause, and declares the same paid and satisfied
        as to any and all liability of Cobalis.

    

    
       

      

      

      
        14

        
          

        

      

      

      

    

     

    
      GRYPHON
        MASTER FUND, L.P.

       

      By:
        Gryphon Partners, L.P., its General Partner

       

      By:
        Gryphon Management Partners, L.P., its General Partner

       

      By:
        Gryphon Advisors, L.L.C., its General Partner

       

      By:_______________________________ Date:_____________________

      Warren
        W.
        Garden

      Authorized
        Agent

       

      AGREED:

       

      ______________________

      Stephen
        C. Rasch

      State
        Bar
        No. 16551420

      


      Kim
        McCrea

      State
        Bar
        No. 24041434

      


      Thompson
        & Knight L.L.P.

      1700
        Pacific Avenue, Suite 3300

      Dallas,
        Texas 75201

      (214)
        969-1700

      (214)
        969-1751 (facsimile)

       

      ATTORNEYS
        FOR PLAINTIFF

      GRYPHON
        MASTER FUND, L.P.

      


      _____________________________

      Eric
        W.
        Pinker

      State
        Bar
        No. 16016550

      


      Christopher
        J. Schwegmann

      State
        Bar
        No. 24051315

      


      Lynn
        Tillotson & Pinker, L.L.P.

      750
        North
        St. Paul Street, Suite 1400

      Dallas,
        Texas 75201

      (214)
        981-3800

      (214)
        981-3839 (facsimile) 

      


      ATTORNEYS
        FOR 

      DEFENDANT
        COBALIS CORP.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

    

     

    
      
        United
          States District Court

        Northern
          District of Texas

        Dallas
          Division

         

      

      
        	
                Gryphon
                  Master Fund, L.P.,

              	
                §

              	 
	
                Plaintiff,

              	
                §

              	 
	 	
                §

              	 
	
                v.

              	
                §

              	
                Cause
                  No. 3:05-CV-2475

              
	 	
                §

              	 
	
                Cobalis
                  Corp.,

              	
                §

              	 
	
                Defendant.

              	
                §

              	 


      

      

        
          

        

         

      

      
        
          Joint
            Stipulation of
            Dismissal

        

      

       

      
        


        The
          parties have advised the Court that they have settled all matters in controversy
          between them and therefore all claims should be dismissed with prejudice.
          IT IS
          THEREFORE ORDERED, ADJUDGED AND DECREED that:

        1. Plaintiff's
          claims against the Defendant are dismissed with prejudice to
          refiling.

        2. All
          costs
          are taxed against the party incurring same.

        3. This
          judgment disposes of all claims of any party in this lawsuit.

        SIGNED
          this ______ day of _____________________, 2006.

         

        _______________________________

        JUDGE
          PRESIDING

        
           

          
             

          

          
            16

            
              

            

          

          
             

          

        

      

    

     

    
      AGREED:

       

      ______________________

      Stephen
        C. Rasch

      State
        Bar
        No. 16551420

      


      Kim
        McCrea

      State
        Bar
        No. 24041434

      


      Thompson
        & Knight L.L.P.

      1700
        Pacific Avenue, Suite 3300

      Dallas,
        Texas 75201

      (214)
        969-1700

      (214)
        969-1751 (facsimile)

       

      ATTORNEYS
        FOR PLAINTIFF

      GRYPHON
        MASTER FUND, L.P.

      


      


      


      _____________________________

      Eric
        W.
        Pinker

      State
        Bar
        No. 16016550

      


      Christopher
        J. Schwegmann

      State
        Bar
        No. 24051315

      


      Lynn
        Tillotson & Pinker, L.L.P.

      750
        North
        St. Paul Street, Suite 1400

      Dallas,
        Texas 75201

      (214)
        981-3800

      (214)
        981-3839 (facsimile) 

      


      ATTORNEYS
        FOR COBALIS CORP.

       

      17