Exhibit 4.10


    
      

      

    

    Exhibit
      4.10

     

     

    

      


      Consulting
        Agreement

      


      between

      


      Lyndon
        E. Mansfield, MD and Cobalis Corp.

      


      This
        Agreement made this 1st
        day of
        March 2007, by and between Cobalis Corp., a Nevada corporation (CLSC)
        (hereinafter “Company”), located at 2445 McCabe Way, Ste. 150, Irvine CA 92614,
        and Lyndon E. Mansfield, MD (hereinafter “Consultant”) of 1901 Arizona, El Paso,
        TX, 79902.

      


      NOW,
        THEREFORE, in consideration of the foregoing premises, terms, covenants,
        and
        conditions hereinafter set forth, and other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged, the parties hereby
        agree as follows:

      


      RECITALS

       

      A. Company
        is a pharmaceutical company engaged in the business of researching, developing
        medications for allergic (atopic) diseases such as seasonal allergic rhinitis,
        asthma, migraine, and dermatitis. 

      


      B. Company
        desires to have services and responsibilities (hereinafter “Responsibilities”)
        provided by Consultant.

      


      C. Consultant
        is a medical doctor, board certified in allergy/immunology, who has extensive
        knowledge of allergic disease, clinical research, FDA, and pharmaceutical
        industry. 

      


      D. Consultant
        is willing to provide medical expertise in the capacity of Medical Advisor
        to
        the Company and to perform the following Responsibilities, on average about
        4-5
        working days per month.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      Therefore,
        the parties agree as follows:

      


      1.
         DESCRIPTION
        OF SERVICES AND RESPONSIBILITIES.

      Dr.
        Mansfield’s Responsibilities include, but are not limited to:

      Reviewing
        and developing the methods for the NDA submission for approval. Finding cost
        effective ways to complete studies.

      Serving
        as the scientific and clinical voice for the team.

      Serving
        as Medical Advisor for all clinical trials.

      Be
        available for consultation with the rest of the team as required.

      Constantly
        review the old B12 literature as well as maintain the most updated information,
        including studies of immune related disorders, other than allergy, atopy
        or
        asthma. 

      Work
        with
        the data management (DataMed) and statistical (Parexel) groups. 

      Help
        with
        the bioequivalence study.

      Help
        with
        the hamster cheek study.

      


      2.
         COMPENSATION.

      In
        consideration for performing the above “Responsibilities”, Cobalis Corp. agrees
        to provide Dr. Mansfield with the following compensation (hereinafter
“Compensation”) beginning in November 1, 2006 and ending October 31,
        2007.

      


      2.1 A
        payment
        of two thousand five hundred US dollars ($2,500) per month, payable on the
        1st
        day of
        each month. 

      


      2.2 One
        hundred thousand (100,000) warrants in Cobalis (CLSC) with a strike price
        of one
        dollar and fifty cents ($1.50) each, and exercisable for seven (7) years
        from
        the date of signing this Agreement. 

      


      2.3 The
        ability to exercise Consultant’s warrants 12 months from the date of signing
        Agreement.

      


      2.4 It
        is
        agreed to by both parties that if payment described in 2.1 above is missed
        to
        Mansfield on two (2) consecutive months, Dr. Mansfield will no longer required
        to continue with his Responsibilities until the monies due are paid, and
        that
        Dr. Mansfield can and will seek redress until resolution.

      


      2.5 The
        Company agrees to reimburse Consultant for reasonable travel expenses, subject
        to prior written approval, should the Consultant travel on behalf of the
        Company, for example to FDA, drug companies or study sites, such expenses
        to
        include airfare, hotel, car rental and meals. 

      


      2.6 Both
        parties agree that if the average time to perform the Responsibilities increases
        in an unforeseen way, Dr. Mansfield may request in writing additional payments
        to hire clinical support for the practice and for other Responsibilities,
        and
        that the Company will honor such reasonable requests.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      3. RELATIONSHIP
        OF PARTIES.

      It
        is
        understood by the parties that Consultant is an independent contractor with
        respect to Company, and not an employee of Company. Company will not provide
        fringe benefits, including health insurance, paid vacation, or any other
        employee benefit. 

      


      4. EMPLOYEES.

      Consultant’s
        employees, if any, who perform services for Company under this Agreement
        shall
        also be bound by the provisions of this Agreement. Any such employees shall
        be
        employees of consultant only, and not employed by Cobalis Corp.

      


      5. ASSIGNMENT.

      Consultant’s
        obligations this Agreement may not be assigned or transferred to any other
        person or firm, or corporation without the prior written consent of
        Company.

      


      6. ENTIRE
        AGREEMENT.

      This
        Agreement contains the entire agreement of the parties and there are no promises
        or conditions in any other agreement whether oral or written. This Agreement
        supersedes any prior written or oral agreements between the parties. It is
        understood by both parties that the warrants described in 2.2 above are in
        addition to previous warrants owned by Dr. Mansfield.

      


      7. AMENDMENT.

      This
        Agreement may be modified or amended if the amendment is made in writing
        and
        signed by both parties. 

      


      8. SEVERABILITY.

      If
        any
        provision of this Agreement shall be held to be invalid or unenforceable
        for any
        reason, the remaining provisions shall continue to be valid and enforceable.
        If
        a court finds that any provision of this Agreement is invalid or unenforceable,
        but that by limiting such provision it would become valid and enforceable,
        then
        such provision shall be deemed to be written, construed, and enforced as
        so
        limited.

      


      9. APPLICABLE
        LAW.

      This
        Agreement shall be governed by the laws of the State of Nevada.

      


      10. TERMINATION.

      This
        Consulting Agreement can be terminated at any time with 60 days written notice
        by either party without statement of cause.

      

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      

       

      Agreed
        to
        on March 1, 2007 by party receiving services and Responsibilities:

      


      


       

      Gerald
        Yakatan, CEO

      Cobalis
        Corp.

      


      


      Agreed
        to
        on March 1, 2007 by party providing services and Responsibilities:

      


      


      


       

      Lyndon
        E.
        Mansfield, MD

       

       

       

      4