Exhibit 10.10


    
      

      

    

     

    Exhibit
      10.10

    


     

    IRREVOCABLE
      TRANSFER AGENT INSTRUCTIONS

     

    


    


    December
      20, 2006

    


    


    


    
      	
              Nevada
                Agency and Trust Company

            
	
              50
                West Liberty Street, Suite #880

            
	
              Reno,
                Nevada 89501

            


    

    


    


    RE: COBALIS
      CORPORATION

    


    Ladies
      and Gentlemen:

    


     

    Reference
      is made to that certain Securities Purchase Agreement (the “Securities
      Purchase Agreement”)
      of
      even date herewith by and between Cobalis Corporation, a Nevada corporation
      (the “Company”),
      and
      the Buyers set forth on Schedule I attached thereto (collectively the
“Buyers”).
      Pursuant to the Securities Purchase Agreement, the Company shall sell to the
      Buyers, and the Buyers shall purchase from the Company a Secured Convertible
      Debenture in the amount of $2,500,000 (the “Closing Note”), a Secured
      Convertible Debenture in the amount of $675,000 (the “Filing Note”), and a
      Secured Convertible Debenture in the amount of $675,000 (the “Final Note”),
      (collectively, the “Debentures”)
      for a
      total aggregate principal amount of Three Million Eight Hundred Fifty Dollars
      ($3,850,000), plus accrued interest, which are convertible into shares of the
      Company’s common stock, par value $.001 per share (the “Common
      Stock”),
      at
      the Buyers discretion. The Company has also issued to the Buyer warrants to
      purchase up to 6,640,602 shares of Common Stock, at the Buyer’s discretion (the
“Warrant”).
      These
      instructions relate to the following stock or proposed stock issuances or
      transfers:

     

     

    
      	1.  	
              Shares
                of Common Stock to be issued to the Buyers upon conversion of the
                Debentures (“Conversion
                Shares”)
                plus the shares of Common Stock to be issued to the Buyers upon conversion
                of accrued interest and liquidated damages into Common Stock (the
                “Interest
                Shares”).
                

            


    

     

     

    
      	2.  	
              Up
                to 6,640,602 shares of Common Stock to be issued to the Buyers upon
                exercise of the Warrants (the “Warrant
                Shares”).

            


    

     

    This
      letter shall serve as our irrevocable authorization and direction to The Nevada
      Agency and Trust Company (the “Transfer
      Agent”)
      to do
      the following:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	1.  	
              Conversion
                Shares and Warrant Shares.
                

            


    

     

     

    
      	a.  	
              Instructions
                Applicable to Transfer Agent.
                With respect to the Conversion Shares, Warrant Shares and the Interest
                Shares, the Transfer Agent shall issue the Conversion Shares, Warrant
                Shares and the Interest Shares to the Buyers from time to time upon
                delivery to the Transfer Agent of a properly completed and duly executed
                Conversion Notice (the “Conversion
                Notice”)
                in the form attached as Exhibit A to the Debentures, or a properly
                completed and duly executed Exercise Notice (the “Exercise
                Notice”)
                in the form attached as Exhibit A to the Warrant, delivered to the
                Transfer Agent (and a copy to the Company) by the David Gonzalez,
                Esq. as
                escrow agent (the “Escrow
                Agent”)
                on behalf of the Company together with payment of Transfer Agent’s
                transfer fee. Upon receipt of a Conversion Notice or an Exercise
                Notice,
                the Transfer Agent shall within three (3) Trading Days thereafter
                (i)
                issue and surrender to a common carrier for overnight delivery to
                the
                address as specified in the Conversion Notice or the Exercise Notice,
                a
                certificate, registered in the name of the Buyer or its designees,
                for the
                number of shares of Common Stock to which the Buyer shall be entitled
                as
                set forth in the Conversion Notice or Exercise Notice or (ii) provided
                the
                Transfer Agent is then participating in The Depository Trust Company
                (“DTC”)
                Fast Automated Securities Transfer Program, upon the request of the
                Buyers, credit such aggregate number of shares of Common Stock to
                which
                the Buyers shall be entitled to the Buyer’s or their designees’ balance
                account with DTC through its Deposit Withdrawal At
                Custodian (“DWAC”)
                system provided the Buyer causes its bank or broker to initiate the
                DWAC
                transaction. For purposes hereof “Trading
                Day”
                shall mean any day on which the Nasdaq Market is open for customary
                trading.

            


    

     

     

    
      	b.  	
              The
                Company hereby confirms to the Transfer Agent and the Buyer that
                certificates representing the Conversion Shares and the Warrant Shares
                shall not bear any legend restricting transfer and should not be
                subject
                to any stop-transfer restrictions and shall otherwise be freely
                transferable on the books and records of the Company; provided
                that
                counsel to the Company delivers (i) the Notice of Effectiveness set
                forth
                in Exhibit
                I
                attached hereto and (ii) an opinion of counsel in the form set forth
                in
                Exhibit
                II
                attached hereto, and that if the Conversion Shares, Warrant Shares
                and the
                Interest Shares are not registered for sale under the Securities
                Act of
                1933, as amended, then the certificates for the Conversion Shares,
                Warrant
                Shares and Interest Shares shall bear the following
                legend:

            


    

     

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
      SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY
      ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
      SAID
      ACT.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	c.  	
              In
                the event that counsel to the Company fails or refuses to render
                an
                opinion as required by the terms of the Convertible Debenture or
                the
                Warrant to issue the Conversion Shares or the Warrant Shares in accordance
                with the preceding paragraph (either with or without restrictive
                legends,
                as applicable), then the Company irrevocably and expressly authorizes
                counsel to the Buyer to render such opinion. The Transfer Agent shall
                accept and be entitled to rely on such opinion for the purposes of
                issuing
                the Conversion Shares. 

            


    

     

     

    
      	d.  	
              Instructions
                Applicable to Escrow Agent.
                Upon the Escrow Agent’s receipt of a properly completed Conversion Notice
                or Exercise Notice and the Aggregate Exercise Price (as defined in
                the
                Warrant), the Escrow Agent shall, within one (1) Trading Day thereafter,
                send to the Transfer Agent the Conversion Notice or Exercise Notice
                as the
                case may be, which shall constitute an irrevocable instruction to
                the
                Transfer Agent to process such Conversion Notice or Exercise Notice
                in
                accordance with the terms of these instructions and shall send to
                Transfer
                Agent payment of all transfer fees associated with the issuance of
                Conversion Shares or the Warrant Shares pursuant to such Conversion
                Notice
                or Exercise Notice as the case may
                be.

            


    

     

     

    
      	2.  	
              All
                Shares.

            


    

     

     

    
      	a.  	
              The
                Transfer Agent shall reserve for issuance to the Buyers a minimum
                of
                10,583,737 shares authorized and unissued shares of Common Stock
                for
                issuance upon conversion of the Debentures and exercise of the Warrants.
                Upon notification of the approval by the stockholders of the Company
                of
                the increase in the Company’s authorized Common Stock from 50,000,000 to
                100,000,000, the Transfer Agent shall reserve for issuance to the
                Buyers a
                minimum of an additional 4,816263 shares of Common Stock for issuance
                upon
                conversion of the Debentures and exercise of the Warrants. All such
                shares
                shall remain in reserve with the Transfer Agent until the Buyers
                provides
                the Transfer Agent instructions that the shares or any part of them
                shall
                be taken out of reserve and shall no longer be subject to the terms
                of
                these instructions. 

            


    

     

     

    
      	b.  	
              The
                Company hereby irrevocably appoints the Escrow Agent as a duly authorized
                agent of the Company for the purposes of authorizing the Transfer
                Agent to
                process issuances and transfers specifically contemplated
                herein.

            


    

     

     

    
      	c.  	
              The
                Transfer Agent shall rely exclusively on the Conversion Notice or
                the
                Exercise Notice and shall have no liability for relying on such
                instructions. Any Conversion Notice, \or Exercise Notice delivered
                hereunder shall constitute an irrevocable instruction to the Transfer
                Agent to process such notice or notices in accordance with the terms
                thereof. Such notice or notices may be transmitted to the Transfer
                Agent
                by facsimile or any commercially reasonable
                method.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	d.  	
              The
                Company hereby confirms to the Transfer Agent and the Buyers that
                no
                instructions other than as contemplated herein will be given to Transfer
                Agent by the Company with respect to the matters referenced herein.
                The
                Company hereby authorizes the Transfer Agent, and the Transfer Agent
                shall
                be obligated, to disregard any contrary instructions received by
                or on
                behalf of the Company.

            


    

     

     

    Certain
      Notice Regarding the Escrow Agent.
      The
      Company and the Transfer Agent hereby acknowledge that the Escrow Agent is
      general counsel to the Buyers, a partner of the general partner of the Buyers
      and counsel to the Buyers in connection with the transactions contemplated
      and
      referred herein. The Company and the Transfer Agent agree that in the event
      of
      any dispute arising in connection with this Agreement or otherwise in connection
      with any transaction or agreement contemplated by or referred to herein, the
      Escrow Agent shall be permitted to continue to represent the Buyers and neither
      the Company nor the Transfer Agent will seek to disqualify such
      counsel.

     

     

    The
      Company hereby agrees that it shall not replace the Transfer Agent as the
      Company’s transfer agent without the prior written consent of the
      Buyers.

     

    If
      Nevada
      Agency resigns as the transfer agent of the Company during the term of this
      agreement, the Company shall provide notice of such resignation to the Buyers
      thirty (30) business days prior to the effective date of such resignation and
      the Company shall within five (5) days of such notice to the Buyers obtain
      a
      suitable replacement transfer agent that will agree to be bound by the terms
      and
      conditions of these Irrevocable Transfer Agent Instructions.

     

     The
      Company and the Transfer Agent hereby acknowledge and confirm that complying
      with the terms of this Agreement does not and shall not prohibit the Transfer
      Agent from satisfying any and all fiduciary responsibilities and duties it
      may
      owe to the Company, nor shall the terms of this Agreement limit the Company’s
      contractual, common law, or statutory duty to indemnify the Transfer Agent
      as
      the Company’s agent.

     

     

    The
      Company acknowledges that the Buyers are relying on the representations and
      covenants made by the Company hereunder and are a material inducement to the
      Buyers purchasing convertible debentures under the Securities Purchase
      Agreement. The Company further acknowledges that without such representations
      and covenants of the Company made hereunder, the Buyers would not purchase
      the
      Debentures.

     

     

    Each
      party hereto specifically acknowledges and agrees that in the event of a breach
      or threatened breach by a party hereto of any provision hereof, the Buyers
      will
      be irreparably damaged and that damages at law would be an inadequate remedy
      if
      these Irrevocable Transfer Agent Instructions were not specifically enforced.
      Therefore, in the event of a breach or threatened breach by a party hereto,
      including, without limitation, the attempted termination of the agency
      relationship created by this instrument, the Buyers shall be entitled, in
      addition to all other rights or remedies, to an injunction restraining such
      breach, without being required to show any actual damage or to post any bond
      or
      other security, and/or to a decree for specific performance of the provisions
      of
      these Irrevocable Transfer Agent Instructions. Any action for injunctive relief
      brought against Transfer Agent shall be brought in a court of general
      jurisdiction in Washoe County, Nevada and in no other court or
      forum.

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF,
      the
      parties have caused this letter agreement regarding Irrevocable Transfer Agent
      Instructions to be duly executed and delivered as of the date first written
      above.

     

    
      
        
          	 	 	 
	 	
                  
                    
                      COMPANY:

                    

                  

                
	 	
                
	 	
                  Cobalis
                    Corporation

                
	 
 	 
 	 
 
	 	By:  	/s/ Gerald
                  Yakatan
	 	
                  
                    

                  

                  Name: Gerald Yakatan

                  Title: Chief Executive
                    Officer

                


        

         

      

    

    
      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	/s/ David
                Gonzalez
	 	
                

                David
                  Gonzalez, Esq.

              


      

    

     

    Nevada
      Agency and Trust Company

    


    By:_________________________      

    Name:_______________________

    Title:________________________     

    
 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
      I

     

     

    SCHEDULE
      OF BUYERS 

     

    
      	
              Name

            	
              Signature

            	
              Address/Facsimile
                

              Number
                of Buyers

            
	
              Cornell
                Capital Partners, LP

            	
              By: Yorkville
                Advisors, LLC

            	
              101
                Hudson Street - Suite 3700

            
	 	
              Its: General
                Partner

            	
              Jersey
                City, NJ 07303

            
	 	 	
              Facsimile:
                 (201)
                985-8266

            
	 	 	 
	 	
              By:
                /s/ Mark Angelo    __     

            	 
	 	
              Name: Mark
                Angelo

            	 
	 	
              Its: Portfolio
                Manager

            	 


    

    


    


    


    



    
      
        
          SCHEDULE
            I-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

     

     

    EXHIBIT
      I

     

    TO
      IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

     

    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

    


    _________,
      200_

    


    ________

    


    


    Attention: 

    


    RE: COBALIS
      CORPORATION

    


    Ladies
      and Gentlemen:

    


    We
      are
      counsel to Cobalis Corporation, (the “Company”),
      and
      have represented the Company in connection with that certain Securities Purchase
      Agreement, dated as of ________________ ____, 200_ (the “Securities
      Purchase Agreement”),
      entered into by and among the Company and the Buyers set forth on Schedule
      I
      attached thereto (collectively the “Buyers”)
      pursuant to which the Company has agreed to sell to the Buyers up to Three
      Million Eight Hundred Fifty Dollars ($3,850,000) of secured convertible
      debentures, which shall be convertible into shares (the “Conversion
      Shares”)
      of the
      Company’s common stock, par value $.001 per share (the “Common
      Stock”),
      in
      accordance with the terms of the Securities Purchase Agreement. Pursuant to
      the
      Securities Purchase Agreement, the Company also has entered into a Registration
      Rights Agreement, dated as of ______________ ___, 200_, with the Buyers (the
      “Investor
      Registration Rights Agreement”)
      pursuant to which the Company agreed, among other things, to register the
      Conversion Shares under the Securities Act of 1933, as amended (the
“1933
      Act”).
      In
      connection with the Company’s obligations under the Securities Purchase
      Agreement and the Registration Rights Agreement, on _______, 200_, the Company
      filed a Registration Statement (File No. ___-_________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the sale of the Conversion Shares.

     

    In
      connection with the foregoing, we advise the Transfer Agent that a member of
      the
      SEC’s staff has advised us by telephone that the SEC has entered an order
      declaring the Registration Statement effective under the 1933 Act at ____ P.M.
      on __________, 200_ and we have no knowledge, after telephonic inquiry of a
      member of the SEC’s staff, that any stop order suspending its effectiveness has
      been issued or that any proceedings for that purpose are pending before, or
      threatened by, the SEC and the Conversion Shares are available for sale under
      the 1933 Act pursuant to the Registration Statement.

     

    The
      Buyers has confirmed it shall comply with all securities laws and regulations
      applicable to it including applicable prospectus delivery requirements upon
      sale
      of the Conversion Shares.

     

    
      	 	 	 	Very
              truly yours,
	 	 	 	 
	 	 	 	 
	 	 	
              By: 
                

            	/s/ 
	
            	 	 	
              

            


    

    
 


    
      
        
          EXHIBIT
            I-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    
 

    EXHIBIT
      II

     

    TO
      IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

     

    FORM
      OF OPINION

     

    


    ________________
      200_

    


    VIA
      FACSIMILE AND REGULAR MAIL

    


    ________

    


    


    Attention: 

    


    RE: COBALIS
      CORPORATION

    


    Ladies
      and Gentlemen:

     

    We
      have
      acted as special counsel to Cobalis Corporation (the “Company”),
      in
      connection with the registration of ___________shares (the “Shares”)
      of its
      common stock with the Securities and Exchange Commission (the “SEC”).
      We
      have
      not acted as your counsel. This opinion is given at the request and with the
      consent of the Company.

     

    In
      rendering this opinion we have relied on the accuracy of the Company’s
      Registration Statement on Form SB-2, as amended (the “Registration
      Statement”),
      filed
      by the Company with the SEC on _________ ___, 200_. The Company filed the
      Registration Statement on behalf of certain selling stockholders (the
“Selling
      Stockholders”).
      This
      opinion relates solely
      to the
      Selling Shareholders listed on Exhibit
      “A”
      hereto
      and number of Shares set forth opposite such Selling Stockholders’ names. The
      SEC declared the Registration Statement effective on __________ ___,
      200_.

     

    We
      understand that the Selling Stockholders acquired the Shares in a private
      offering exempt from registration under the Securities Act of 1933, as amended.
      Information regarding the Shares to be sold by the Selling Shareholders is
      contained under the heading “Selling Stockholders” in the Registration
      Statement, which information is incorporated herein by reference. This opinion
      does not relate to the issuance of the Shares to the Selling Stockholders.
      The
      opinions set forth herein relate solely to the sale or transfer by the Selling
      Stockholders pursuant to the Registration Statement under the Federal laws
      of
      the United States of America. We do not express any opinion concerning any
      law
      of any state or other jurisdiction.

     

    In
      rendering this opinion we have relied upon the accuracy of the foregoing
      statements.

     

    Based
      on
      the foregoing, it is our opinion that the Shares have been registered with
      the
      Securities and Exchange Commission under the Securities Act of 1933, as amended,
      and that ________ may remove the restrictive legends contained on the Shares.
      This opinion relates solely
      to the
      number of Shares set forth opposite the Selling Stockholders listed on
Exhibit
      “A”
      hereto.

     

    This
      opinion is furnished to Transfer Agent specifically in connection with the
      sale
      or transfer of the Shares, and solely for your information and benefit. This
      letter may not be relied upon by Transfer Agent in any other connection, and
      it
      may not be relied upon by any other person or entity for any purpose without
      our
      prior written consent. This opinion may not be assigned, quoted or used without
      our prior written consent. The opinions set forth herein are rendered as of
      the
      date hereof and we will not supplement this opinion with respect to changes
      in
      the law or factual matters subsequent to the date hereof.

    
       

    

    
      
        	 	 	 	Very
                truly yours,
	 	 	 	 
	 	 	 	 
	 	 	
                By: 
                  

              	/s/ 
	
              	 	 	
                

              


      

      
 

    


    
      
        
          EXHIBIT
            II

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


     

    EXHIBIT
      A

     

    (LIST
      OF SELLING STOCKHOLDERS)

     

    


    
      	
              Name:

            	
              No.
                of Shares:

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

    


    
EXHIBIT
      A