Accord and Satisfaction Agreement


    Exhibit
      10.5

     

    
 

    ACCORD
      AND SATISFACTION AGREEMENT

    


    

      THIS
        ACCORD AND SATISFACTION AGREEMENT ("Agreement") is made and entered into
        in
        multiple counterparts this 17th day of July, 2006, by and between Cobalis
        Corp.,
        a Nevada corporation ("Obligor"), and Radul Radovich, as an individual, St.
        Petka Trust, organized in Delaware, R and R Holdings, Inc., a Nevada
        corporation, R R Development, a California corporation, and Silver Mountain
        Promotions, Inc., a Nevada corporation (referred to herein as either "Obligee"
        or “Obligees”), or collectively, the “Parties”.

       

      A.
        Obligor and the Obligees have, to date, entered into a series of Promissory
        Notes (“Promissory Notes”), which bear interest at 10% per annum and are payable
        on demand. The specifics of each of the Promissory Notes are set forth herein.
        Obligees and Obligor acknowledge and agree that the Promissory Notes shall
        be
        converted to shares of Obligor’s restricted common stock at the rate of $1.30
        per share, fractional shares to be rounded upward. 

      


      B.
        Obligee R and R Holdings, Inc., and Obligor herewith acknowledge and agree
        that
        Obligor’s wholly-owned subsidiary BioGentec Inc. owes Obligee R and R Holdings,
        Inc., the sum of $512,392 pursuant to that certain consulting contract between
        BioGentech Inc. and R and R Holdings, Inc., dated January 1, 2001 (the
“Consulting Contract”), and that R and R Holdings, Inc., herewith agrees to
        convert that amount owed into restricted shares of Obligor’s common stock at the
        rate of $1.30, or 394,148 shares, any such fractional shares to be rounded
        upward.

      


      C. 
        Obligor
        herewith undertakes to amend its Articles of Incorporation to authorize the
        issuance of up to 100,000,000 shares of Obligor’s $.001 par value common stock,
        pursuant to the outcome of a duly noticed and held meeting of its shareholders,
        conducted as soon as practicable and in compliance with all applicable state
        laws and federal securities regulations.

      


      D.
        Obligor and Obligees hereby acknowledge and agree that after the stated
        performance hereunder has been rendered by Obligor, the Promissory Notes,
        including any and all interest thereon, shall be absolutely and completely
        extinguished. 

      


      E.
        Obligor wishes to tender, and Obligees wish to accept, the consideration
        more
        particularly described herein, on the terms and subject to the conditions
        specified in this Agreement and in full and complete satisfaction of the
        Promissory Notes and all current obligations owing under the Consulting
        Agreement. 

       

    

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      NOW,
        THEREFORE, IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE WHICH RECITALS
        SHALL
        BE DEEMED TO BE A SUBSTANTIVE PART OF THIS AGREEMENT, AND THE MUTUAL COVENANTS,
        PROMISES, UNDERTAKINGS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED
        IN
        THIS AGREEMENT, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
        SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED
        LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
        AND WARRANT AS FOLLOWS:

       

    

    1.
      Consideration. As consideration for the complete and full discharge of
      the Promissory Notes and all amounts owed under the Consulting Agreement and
      subject in all instances to each of the terms, conditions, provisions and
      limitations specified in this Agreement, Obligor will deliver or cause to be
      delivered on or before that date which is 10 days following the filing of
      articles of amendment to the Obligor’s Articles of Incorporation with the
      Secretary of State of Nevada, effecting an increase in the Obligor’s authorized
      common stock to 100,000,000 shares, subject to the covenants, terms and
      conditions contained herein, restricted shares of Obligor’s $.001 par value
      common stock at the rate of $1.30 per share per dollar owed, including any
      and
      all interest owing to Obligees (the “Consideration”). 

    


    The
      Parties agree that the Consideration shall be issued as follows;

    


    
      	
              Obligee

            	
              Principal
                

              Amount

            	
              Accrued
                

              Interest
                

              through
                6/30/06

            	
              Total
                Owed 

              as
                of 

              6/30/06

            	
              Conversion
                

              Rate

            	
              Number
                of 

              shares

            
	
              Radul
                Radovich, 

              an
                individual

            	
               

              $956,611

            	
               

              $127,509

            	
              $1,084,120

            	
               

              $1.30

            	
              833,938

            
	
               

              St.
                Petka Trust

            	
               

              $1,585,500

            	
               

              $211,335

            	
              $1,796,835

            	
               

              $1.30

            	
              1,382,180

            
	
              R
                and R Holdings

            	
               

              $471,507

            	
               

              $62,848

            	
              $534,355

            	
               

              $1.30

            	
              411,042

            
	
              Silver
                Mountain 

              Promotions,
                Inc.

            	
               

              $922,103

            	
               

              $122,909

            	
              $
                1,045,012

            	
               

              $1.30

            	
              803,855

            
	
              R
                R
                

              Development

            	
               

              $170,000

            	
               

              $51,838

            	
              $
                221,838

            	
               

              $1.30

            	
              170,644

            
	
               

              Total

            	
               

              $4,105,721

            	
               

              $576,440

            	
               

              $4,682,161

            	 	
               

              3,601,662

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	
              Obligee

            	
              Consulting
                Fees Owed

            	
              Conversion
                Rate

            	
              Number
                of shares

            
	
              Radul
                Radovich, 

              an
                individual

            	
               

              $512,392

            	
               

              $1.30

            	
               

              394,147

            


    

    


    2.
      Release of Claims by
      Obligees.

    


    2.1
       Release of Obligor. Obligees, on behalf of
      themselves, their agents, relatives, associates, representatives, employees,
      attorneys, joint venturers, general and limited partners, predecessors,
      affiliates, heirs, successors and assigns, and all persons acting by, through,
      under or in concert with any of them, hereby irrevocably and forever releases,
      acquits and discharges the Obligor and its agents, officers, directors,
      shareholders, employees, attorneys, joint venturers, general and limited
      partners, successors, predecessors, parent and subsidiary corporations,
      affiliates, attorneys, accountants, representatives, contractors, and assigns
      and all persons acting by, through, under or in concert with any of them, and
      the assets, properties, rights, interests, choses-in-action, goodwill and other
      properties, tangible and intangible, of Obligor, from any and all claims,
      charges, complaints, injuries, liabilities, obligations, losses, debts, suits,
      demands, grievances, costs, expenses (including, but not limited to, attorneys'
      fees, receiver fees, accountant fees, and other professional and expert fees)
      rights, actions and causes of action, of any nature or manner whatsoever, known
      and unknown, suspected and unsuspected, contingent or fixed, liquidated or
      unliquidated, past, present or future, including, but not limited to, rights
      arising out of alleged violations of any contracts, express or implied, any
      covenant of good faith and fair dealing, express or implied, any tort, or any
      federal, state or other governmental statute, regulation, law or ordinance
      from
      the beginning of time to the date of execution of this Agreement, which Obligees
      may have as to Obligor, Obligor’s assets, properties, rights, interests,
      choses-in-action, goodwill and other properties, tangible and intangible, and
      as
      to Obligor's agents, officers, directors, shareholders, employees, joint
      venturers, affiliates, general and limited partners, predecessors, parent and
      subsidiary corporations, accountants, attorneys, contractors, representatives,
      successors and assigns and all persons acting by, through, under or in concert
      with any of them. 

    


    2.2
      Exceptions. The only exceptions to the releases specified in this
      Agreement are the obligations created and evidenced by the terms, conditions
      and
      provisions of this Agreement, as specified expressly in this
      Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    2.3
      Assumption of Risk. It is understood that there is a risk that,
      subsequent to the execution and delivery of this Agreement, losses, damages
      or
      injuries might be incurred which are unknown or unanticipated, for whatever
      reason, at the time of the execution and delivery of this Agreement. It is
      none
      the less specifically agreed that the releases specified in this Agreement
      are
      fully and completely effective regardless of any present lack of knowledge
      on
      the part of any party as to any claims, charges, complaints, liabilities,
      obligations, debts, suits, demands, grievances, losses, damages, injuries,
      costs, expenses, rights, actions or causes of action, or as to any possible
      fact
      or circumstance relating in any manner to the matters for which the releases
      specified in this Agreement are made. Obligees voluntarily, intentionally and
      expressly waive the benefits and provisions of Section 1542 of the Civil Code
      of
      the State of California, and any similar law of any state or territory of the
      United States of America or other jurisdiction. Specifically, that Section
      1542
      specifies as follows:

    


    "A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF
      KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
      DEBTOR."

    


    3.
      Governmental Rules and Regulations. The provisions of this Agreement
      are subject to any and all present and future orders, rules and regulations
      of
      any duly constituted authority having jurisdiction over the transaction
      contemplated by the provisions of this Agreement.

    


    4.
      Notices. All notices, requests, claims, demands and other
      communications to be given pursuant to the provisions hereof by any party to
      this Agreement to any other party to this Agreement may be effected by personal
      delivery in writing or by registered or certified mail, postage prepaid, return
      receipt requested, and shall be deemed communicated as of one business day
      after
      mailing. Mailed notices shall be addressed as set forth below; provided,
      however, each party to this Agreement may change its address by written notice
      in accordance with the provisions of this paragraph:

     

    
      
        	 	
                If
                  to Obligees

              	
                Radul
                  Radovich

              


      

      46
        Calle
        Fresno

      San
        Clemente, CA 92672

       

      St.
        Petka
        Trust

      46
        Calle
        Fresno

      San
        Clemente, CA 92672

       

    

    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      
        RR
          Development

        46
          Calle
          Fresno

        San
          Clemente, CA 92672

         

        R
          and R
          Holdings, Inc.

        46
          Calle
          Fresno

        San
          Clemente, CA 92672

         

         

        Silver
          Mountain Promotions, Inc.

        46
          Calle
          Fresno

        San
          Clemente, CA 92672

         

        
          	 	
                  If
                    to Obligor

                	
                  Cobalis
                    Corp.

                


        

        2445
          McCabe Way

        Suite
          150

        Irvine,
          CA 92614

         

      

    

    5.
      Entire Agreement. This Agreement supersedes any and all other
      agreements, either oral or in writing, between the parties to this Agreement
      with respect to the subject matter hereof and contains all the covenants and
      agreements between said parties with respect thereto, and each party to this
      Agreement acknowledges that no representations, inducements, promises, or
      agreements, oral or otherwise, have been made by any party, or anyone acting
      on
      behalf of any party, which are not embodied herein, and that any other
      agreement, statement, or promise concerning the subject matter set forth in
      this
      Agreement shall be of no force or effect except in a subsequent modification
      in
      writing signed by the party to be charged.

    


    6.
      Severability. In the event any part of this Agreement, for any reason,
      is declared to be invalid, such decision shall not affect the validity of any
      remaining portion of this Agreement, which remaining portion shall remain in
      full force and effect as if this Agreement had been executed with the invalid
      portion thereof eliminated, and it is hereby declared the intention of the
      parties to this Agreement that they would have executed the remaining portion
      of
      this Agreement without including any such part, parts, or portion which, for
      any
      reason, may be hereafter declared invalid.

    


    7.
      Captions and Interpretations. Captions of the paragraphs of this
      Agreement are for convenience and reference only, and the words contained in
      those captions shall in no way be held to explain, modify, amplify or aid in
      the
      interpretation, construction or meaning of the terms, conditions and provisions
      of this Agreement. The language and all parts to this Agreement, in all cases,
      shall be construed in accordance with the fair meaning of that language and
      those parts and as if that language and those parts were prepared by all parties
      and not strictly for or against any party. Each party and counsel for such
      party
      have reviewed this Agreement and participated in the negotiation and drafting
      of
      this Agreement. The rule of construction, which requires a court to resolve
      any
      ambiguities against the drafting party, shall not apply in interpreting the
      provisions of this Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    8.
      Further Assurance. Each party to this Agreement hereby agrees to take
      any and all action necessary or appropriate to execute and discharge its
      responsibilities and obligations created pursuant to the provisions of this
      Agreement and to further effectuate and carry out the intents and purposes
      of
      this Agreement and the transactions contemplated hereby.

    


    9.
      Number and Gender. Whenever the singular number is used in this
      Agreement, and when required by the context, the same shall include the plural,
      and vice versa; the masculine gender shall include the feminine and neuter
      genders, and vice versa; and the word "person" shall include individual,
      company, sole proprietorship, corporation, joint venture, association, joint
      stock company, fraternal order, cooperative, league, club, society,
      organization, trust, estate, governmental agency, political subdivision or
      authority, firm, municipality, congregation, partnership, or other form of
      entity.

    


    10.
      Execution in Counterparts. This Agreement may be executed in several
      counterparts and, when so executed, it shall constitute one agreement binding
      all parties to this Agreement, notwithstanding that all parties to this
      Agreement are not signatory to the original and same counterpart. Facsimile
      signatures shall be as valid as original signatures for purposes of executing
      this Agreement.

    


    11.
      Successors and Assigns. This Agreement and each of its provisions shall
      obligate the heirs, executors, administrators, successors, and assigns of each
      of the parties hereto. No provisions of this paragraph, however, shall be a
      consent to the assignment or delegation by any party to this Agreement of its
      respective rights and obligations created pursuant to the provisions of this
      agreement.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties to this Accord and Satisfaction Agreement have
      executed in duplicate this Agreement as of the date first above
      written.

     

    
      St.
        Petka
        Trust, a Delaware Trust

      R R
        Development, a California corporation

      R and
        R Holdings, Inc, a Nevada corporation 

      Silver
        Mountain Promotions, Inc., a Nevada corporation

      Radul
        Radovich, individually

       

    

    
      	 	 	 
	 	        
              	

              /s/
                Chaslav Radovich     Power of
                Attorney for R R   

            
	 	
              

              Radul
                Radovich on behalf of each and all
                Obligees

            


    

    
      	 	 	 
	 	 	 
	 	
              Cobalis
                Corp.,

              a
                Nevada corporation, as Obligor

            
	 
 	 
 	 
 
	 	By:  	
              /s/
                Gerald Yakatan 

            
	 	
              
Gerald
              Yakatan, Chief Executive Officer


      	 	 	 
	 
 	 
 	 
 
	 	By:  	
              /s/
                Thomas Stankovich 

            
	 	
              
Thomas
              Stankovich, Chief Financial Officer


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      GENERAL
        POWER OF ATTORNEY

       

      I,
        RADUL
        RADOVICH, residing at 46 Calle Fresno, San Clemente, California 92672, hereby
        appoint CHASLAV RADOVICH of 46 Calle Fresno, San Clemente, California 92672,
        as
        my Attorney-in-Fact ("Agent").

       

      I
        hereby
        revoke any and all general powers of attorney that previously have been signed
        by me. However, the preceding sentence shall not have the effect of revoking
        any
        powers of attorney that are directly related to my health care that previously
        have been signed by me.

       

      My
        Agent
        shall have full power and authority to act on my behalf. This power and
        authority shall authorize my Agent to manage and conduct all of my affairs
        and
        to exercise all of my legal rights and powers, including all rights and powers
        that I may acquire in the future. My Agent's powers shall include, but not
        be
        limited to, the power to:

       

      
        	
                1.

              	
                Open,
                  maintain or close bank accounts (including, but not limited to,
                  checking
                  accounts, savings accounts, and certificates of deposit), brokerage
                  accounts, and other similar accounts with financial institutions.
                  

              


      

       

      
        	 	
                a.

              	
                Conduct
                  any business with any banking or financial institution with respect
                  to any
                  of my accounts, including, but not limited to, making deposits
                  and
                  withdrawals, obtaining bank statements, passbooks, drafts, money
                  orders,
                  warrants, and certificates or vouchers payable to me by any person,
                  firm,
                  corporation or political entity.

              


      

       

      
        	 	
                b.

              	
                Perform
                  any act necessary to deposit, negotiate, sell or transfer any note,
                  security, or draft of the United States of America, including U.S.
                  Treasury Securities.

              


      

       

      
        	 	
                c.

              	
                Have
                  access to any safe deposit box that I might own, including its
                  contents.

              


      

       

      
        	
                2.

              	
                Sell,
                  exchange, buy, invest, or reinvest any assets or property owned
                  by me.
                  Such assets or property may include income producing or non-income
                  producing assets and property. 

              


      

       

      
        	
                3.

              	
                Purchase
                  and/or maintain insurance, including life insurance upon my life
                  or the
                  life of any other appropriate person.


              


      

       

      
        	
                4.

              	
                Take
                  any and all legal steps necessary to collect any amount or debt
                  owed to
                  me, or to settle any claim, whether made against me or asserted
                  on my
                  behalf against any other person or entity.


              


      

       

      
        	
                5.

              	
                Enter
                  into binding contracts on my behalf.


              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                6.

              	
                Exercise
                  all stock rights on my behalf as my proxy, including all rights
                  with
                  respect to stocks, bonds, debentures, or other investments.
                  

              


      

       

      
        	
                7.

              	
                Maintain
                  and/or operate any business that I may own.


              


      

       

      
        	
                8.

              	
                Employ
                  professional and business assistance as may be appropriate, including
                  attorneys, accountants, and real estate agents.


              


      

       

      
        	
                9.

              	
                Sell,
                  convey, lease, mortgage, manage, insure, improve, repair, or perform
                  any
                  other act with respect to any of my property (now owned or later
                  acquired)
                  including, but not limited to, real estate and real estate rights
                  (including the right to remove tenants and to recover possession).
                  This
                  includes the right to sell or encumber any homestead that I now
                  own or may
                  own in the future.

              


      

       

      
        	
                10.

              	
                Prepare,
                  sign, and file documents with any governmental body or agency,
                  including,
                  but not limited to, authorization to:


              


      

       

      
        	 	
                a.

              	
                Prepare,
                  sign and file income and other tax returns with federal, state,
                  local, and
                  other governmental bodies.

              


      

       

      
        	 	
                b.

              	
                Obtain
                  information or documents from any government or its agencies, and
                  negotiate, compromise, or settle any matter with such government
                  or agency
                  (including tax matters).

              


      

       

      
        	 	
                c.

              	
                Prepare
                  applications, provide information, and perform any other act reasonably
                  requested by any government or its agencies in connection with
                  governmental benefits (including military and social security
                  benefits).

              


      

       

      
        	
                11.

              	
                Make
                  gifts from my assets to members of my family and to such other
                  persons or
                  charitable organizations with whom I have an established pattern
                  of
                  giving. However, my Agent may not make gifts of my property to
                  the Agent.
                  

              


      

       

      
        	
                12.

              	
                Transfer
                  any of my assets to the trustee of any revocable trust created
                  by me, if
                  such trust is in existence at the time of such transfer.
                  

              


      

       

      
        	
                13.

              	
                Disclaim
                  any interest which might otherwise be transferred or distributed
                  to me
                  from any other person, estate, trust, or other entity, as may be
                  appropriate.

              


      

       

      This
        Power of Attorney shall be construed broadly as a General Power of Attorney.
        The
        listing of specific powers is not intended to limit or restrict the general
        powers granted in this Power of Attorney in any manner.

       

      Any
        power
        or authority granted to my Agent under this document shall be limited to
        the
        extent necessary to prevent this Power of Attorney from causing: (i) my income
        to be taxable to my Agent, (ii) my assets to be subject to a general power
        of
        appointment by my Agent, and (iii) my Agent to have any incidents of ownership
        with respect to any life insurance policies that I may own on the life of
        my
        Agent.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      My
        Agent
        shall not be liable for any loss that results from a judgment error that
        was
        made in good faith. However, my Agent shall be liable for willful misconduct
        or
        the failure to act in good faith while acting under the authority of this
        Power
        of Attorney.

       

      I
        authorize my Agent to indemnify and hold harmless any third party who accepts
        and acts under this document.

       

      My
        Agent
        shall be entitled to reasonable compensation for any services provided as
        my
        Agent. My Agent shall be entitled to reimbursement of all reasonable expenses
        incurred in connection with this Power of Attorney.

       

      My
        Agent
        shall provide an accounting for all funds handled and all acts performed
        as my
        Agent, if I so request or if such a request is made by any authorized personal
        representative or fiduciary acting on my behalf.

       

      This
        Power of Attorney shall become effective immediately and shall not be affected
        by my disability or lack of mental competence, except as may be provided
        otherwise by an applicable state statute. This is a Durable Power of Attorney.
        This Power of Attorney shall continue effective until my death. This Power
        of
        Attorney may be revoked by me at any time by providing written or verbal
        notice
        to my Agent. 

       

      Dated
        June 19th,
        2006 at
        Irvine, California.

       

       

      /s/Radul
        Radovich              

      RADUL
        RADOVICH

       

       

      
        	
                WITNESS'
                  SIGNATURE:

                 

                /s/
                  Bojan Cosic                

                BOJAN
                  COSIC

              	
                WITNESS'
                  SIGNATURE:

                 

                /s/
                  Thomas Stankovich            

                THOMAS
                  STANKOVICH

              


      

      


       

      STATE
        OF CALIFORNIA  ) ss.

      COUNTY
        OF ORANGE  )

      
         

      

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      On
        this 19th
        day
        of June, 2006, before me, Don
        S.
        Park, Notary Public, personally
        appeared Radul Radovich,
        proved to me on the basis of satisfactory evidence to be the person whose
        name
        is subscribed to the within instrument and acknowledged to me that he executed
        the same in his authorized capacity, and that by his signature on the instrument
        the person and the entity upon behalf of which the person acted, executed
        the
        instrument.

      


      Witness
        my hand and official seal.

      


       

      /s/
        Don S. Park                    

      Notary
        Public

       

      [stamp]
        

      Don
        S.
        Park 

      Commission
        # 1580958 

      Notary
        Public - California 

      Orange
        County 

      My
        Comm.
        Expires May 21, 2009