Exhibit
      10.2.1






**AMENDMENT
      NO. 1 TO**


**EXECUTIVE
      EMPLOYMENT**


**AGREEMENT
      DATED NOVEMBER 30, 2005**





The
      following is an amendment (“Amendment No. 1”) to the Executive Employment
      Agreement ("Agreement") dated November 30, 2005, by and among Cobalis Corp.,
      (“Company”) and Thomas Stankovich ("Executive"). All capitalized terms used
      herein, but not otherwise defined herein, shall have the meanings ascribed
      to
      them in the Agreement.





WHEREAS,
      the parties to the Executive Employment Agreement desire to amend certain terms
      of the Agreement, specifically Section 3.(c)(i) and Section 7.(a)(iv) which
      were
      set forth as follows:





**Section
      3.(c)(i). Initial Grant.** On or
      prior to the Start Date, the Company hereby grants to the Executive an
      option/warrant (the "Initial Stock Option/Warrant") to purchase One Million
      (1,000,000) shares of the Common Stock at the purchase/exercise price of $1.75
      per share. This Initial Stock Option/Warrant shall vest and be exercisable
      as
      follows: 1/3 of the shares vest and become exercisable as of the Start Date;
      1/3
      of the shares shall vest and become exercisable one year after the Start Date;
      and 1/3 of the shares shall vest and become exercisable two years after the
      Start Date. Notwithstanding the foregoing, the Initial Stock Option/Warrant
      shall vest and be fully exercisable upon a Change in Control and shall vest
      as
      otherwise provided herein upon termination of the Executive's
      employment.





**Section
      3.(c)(ii) Future Grants.** The
      Executive shall be entitled to participate in future stock option grants (the
      "Future Stock Options/Warrants") as determined by the President or the Board
      or
      any dully authorized Committee of the Board.





**Section
      3.(c)(iii) Option/Warrant Agreement.** The
      Initial Stock Option/Warrant and any Future Stock Options/Warrants shall be
      evidenced by agreements in customary form for grants of stock options/warrants
      to executive officers of the Company, consistent with the terms and conditions
      of this Agreement.





**Section
      7.(a)(iv). Compensation Upon Termination by the Company for Cause or by the
      Executive Without Good Reason.** If the
      Executive's employment is terminated by the Company for Cause or by the
      Executive Without Good Reason, the Company shall pay the Executive all amounts
      earned hereunder through the date of termination of the Executive's employment,
      including: any stock options and stock appreciation rights (including Initial
      Stock Option/Warrant and Future Stock Options/Warrants) granted to the Executive
      and vested through the date of termination of the Executive’s employment
      pursuant to the vesting schedule in Section 3(c)(i) shall become immediately
      exercisable for a period of thirty (30) days following the date of termination
      of the Executive’s employment.





**Section
      7.(b)(ii).** **Termination
      Upon Death or Disability.** **** A ll
      restrictions on any outstanding awards granted by the Company (including
      restricted stock awards) granted to the Executive shall lapse and such awards
      shall become fully (100%) and immediately vested, and all stock options and
      stock appreciation rights (including Initial Stock Option/Warrant and Future
      Stock Options/Warrants) granted to the Executive and vested through the date
      of
      termination of the Executive’s employment pursuant to the vesting schedule in
      Section 3(c)(i) shall become immediately exercisable for a remaining life of
      the
      Stock Option/Warrant, or a period which shall be no less than twenty-four (24)
      months following the date of termination of the Executive’s employment,
      whichever is greater;





**Section
      7.(c)(iii).** **Termination
      Upon Death or Disability.** **** A ll
      restrictions on any outstanding awards granted by the Company (including
      restricted stock awards) granted to the Executive shall lapse and such awards
      shall become fully (100%) and immediately vested, and all stock options and
      stock appreciation rights (including Initial Stock Option/Warrant and Future
      Stock Options/Warrants) granted to the Executive and vested through the date
      of
      termination of the Executive’s employment pursuant to the vesting schedule in
      Section 3(c)(i) shall become immediately exercisable for a remaining life of
      the
      Stock Option/Warrant, or a period which shall be no less than twenty-four (24)
      months following the date of termination of the Executive’s employment,
      whichever is greater; and




1





NOW,
      THEREFORE, in consideration of the promises and mutual covenants hereinafter
      set
      forth, the parties hereto, intending to be legally bound, hereby agree as of
      the
      Amendment Date, i.e., the date below on which this Amendment is executed by
      the
      parties, that the Agreement shall be amended to read as follows:




**Section
      3. (c)(i)** **Initial
      Grant.** In
      lieu
      of the Initial Stock Option/Warrant granted pursuant to the Agreement, and
      pursuant to the terms of the Warrant Cancellation Agreement, the Company hereby
      grants to the Executive options (the "Stock Options") to purchase One Million
      (1,000,000) shares of the Company’s Common Stock at the exercise price of $1.75
      per share, such options to have a term of ten (10) years from November ___,
      2006, i.e., the Start Date of this Amended Agreement. That grant of Stock
      Options shall be evidenced by the agreement executed on even date herewith
      entitled “Stock Option Agreement”. The Stock Options shall vest and be
      exercisable as follows: 1/3 of the options shall vest upon execution of this
      Amendment; 1/3 of the options shall vest and become exercisable on December
      5,
      2006; and 1/3 of the options shall vest and become exercisable on December
      5,
      2007. Notwithstanding the foregoing, the Stock Options shall vest and be fully
      exercisable upon a Change in Control and shall vest as otherwise provided herein
      upon termination of the Executive's employment.





**Section
      3.(c)(ii) Future Grants.** The
      Executive shall be entitled to participate in future stock option grants (the
      "Future Stock Options") as determined by the President or the Board or any
      dully
      authorized Committee of the Board.





**Section
      3.(c)(iii) Option Agreement.** The
      Initial Stock Option and any Future Stock Options or Warrants shall be evidenced
      by agreements in customary form for grants of stock options or warrants to
      executive officers of the Company, consistent with the terms and conditions
      of
      this Agreement.





**Section
      7.(a)(iv). Compensation Upon Termination by the Company for Cause or by the
      Executive Without Good Reason.** If the
      Executive's employment is terminated by the Company for Cause or by the
      Executive Without Good Reason, the Company shall pay the Executive all amounts
      earned hereunder through the date of termination of the Executive's employment,
      including: any outstanding and valid stock options and stock appreciation rights
      (including any Initial and Future Stock Options or Warrant grants) granted
      to
      the Executive and vested through the date of termination of the Executive’s
      employment pursuant to the vesting schedule in Section 3(c)(i) shall become
      immediately exercisable for a period of twelve (12) months following the date
      of
      termination of the Executive’s employment.





**Section
      7.(b)(ii).** **Termination
      Upon Death or Disability.** A ll
      restrictions on any outstanding awards granted by the Company (including
      restricted stock awards) granted to the Executive shall lapse and such awards
      shall become fully (100%) and immediately vested, and all stock options and
      stock appreciation rights (including Initial Stock Options and Future Stock
      Options or Warrants) granted to the Executive and vested through the date of
      termination of the Executive’s employment pursuant to the vesting schedule in
      Section 3(c)(i) shall become immediately exercisable for a remaining life of
      the
      Stock Option, or a period which shall be no less than twenty-four (24) months
      following the date of termination of the Executive’s employment, whichever is
      greater;





**Section
      7.(c)(iii).**  **Termination
      Upon Death or Disability.** A ll
      restrictions on any outstanding awards granted by the Company (including
      restricted stock awards) granted to the Executive shall lapse and such awards
      shall become fully (100%) and immediately vested, and all stock options and
      stock appreciation rights (including Initial Stock Option and Future Stock
      Options or Warrants) granted to the Executive and vested through the date of
      termination of the Executive’s employment pursuant to the vesting schedule in
      Section 3(c)(i) shall become immediately exercisable for a remaining life of
      the
      Stock Option or Warrant, or a period which shall be no less than twenty-four
      (24) months following the date of termination of the Executive’s employment,
      whichever is greater; and




2




Except
      for the specific amendments provided for herein, all terms and conditions of
      the
      Agreement shall remain and are in full force and effect.




IN
      WITNESS WHEREOF, the parties have made and entered into this Amendment in
      duplicate on November ___, 2006.






**COMPANY**
            
            
            **EXECUTIVE**Cobalis
                Corp.,
              a
                Nevada corporation/s/
            
            
            /s/Gerald Yakatan
              Its: CEO
            
            
            Thomas
              Stankovich




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