ARTICLE 1 EXERCISE --------Seven Charles C • February 10th, 2003 • Mining & quarrying of nonmetallic minerals (no fuels) • California
Exhibit 2 SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement dated as of January 29, 2003 (this "AGREEMENT") by and between Thinka Weight-Loss Corporation, a Nevada corporation, with principal executive offices located at 18201 Von Karman...Securities Purchase Agreement • February 10th, 2003 • Seven Charles C • Mining & quarrying of nonmetallic minerals (no fuels) • California
Exhibit 10 PLEDGE AND SECURITY AGREEMENT (Seven & Flax-Flex)Pledge and Security Agreement • February 10th, 2003 • Seven Charles C • Mining & quarrying of nonmetallic minerals (no fuels)
ARTICLE 1 DEFINITIONSSeven Charles C • February 10th, 2003 • Mining & quarrying of nonmetallic minerals (no fuels) • California
Exhibit 1 EXTENSION AGREEMENT ------------------- THIS EXTENSION AGREEMENT (the "Agreement") dated for reference effective the 23rd day of December, 2002 (the "Effective Date"). AMONG: FARLINE VENTURE CORPORATION, a body corporate with...Extension Agreement • February 10th, 2003 • Seven Charles C • Mining & quarrying of nonmetallic minerals (no fuels)
Sincerely, /s/ Harold Charles Moll -------------------------------------- HAROLD CHARLES MOLL, an individual EXHIBIT 1 --------- PUT AGREEMENT ------------- (See attached pages)Put Agreement • February 10th, 2003 • Seven Charles C • Mining & quarrying of nonmetallic minerals (no fuels) • California
Reference is hereby made to that certain Put and Call Agreement, dated as of _____________, 2003, attached hereto as Exhibit 1 and incorporated herein by this reference (the "Put Agreement"), by and between Ronald P. Robertson ("Robertson"), Chuck Seven ("Seven"), Harold Charles Moll ("Moll"), and La Jolla Cove Investors, Inc., a California corporation. Pursuant to the Put Agreement, Robertson, Moll and Seven, jointly and severally, have the option to purchase all or a portion of the "Stock" (as defined in the Put Agreement) pursuant to the terms and conditions set forth in Section 2 and other provisions of the Put Agreement (the "Call Right").
Exhibit 5 PUT AND CALL AGREEMENT This Put and Call Agreement (the "Agreement"), dated as of January 29, 2003, is entered into by and between Ronald P. Robertson ("Robertson"), Harold Charles Moll ("Moll") and Chuck Seven ("Seven"), jointly and...Put and Call Agreement • February 10th, 2003 • Seven Charles C • Mining & quarrying of nonmetallic minerals (no fuels)
Exhibit 7 INDEMNITY AGREEMENT IN CONSIDERATION OF RONALD P. ROBERTSON, an individual ("Indemnitee"), entering into and becoming a party to that certain Put and Call Agreement, dated as of January 29, 2003 (the "Put Agreement"), CHARLES C. SEVEN, an...Indemnity Agreement • February 10th, 2003 • Seven Charles C • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
IN CONSIDERATION OF RONALD P. ROBERTSON, an individual ("Indemnitee"), entering into and becoming a party to that certain Put and Call Agreement, dated as of January 29, 2003 (the "Put Agreement"), CHARLES C. SEVEN, an individual ("Seven"), and FLAX-FLEX FABRICATORS, LTD., a Gibraltar company ("Flax-Flex") (collectively, the "Indemnitors"), hereby assume full responsibility and agree to indemnify and save harmless Indemnitee from and against all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every kind, nature and character, which Indemnitee may incur as a result of the obligations set forth in the Put Agreement.
Exhibit 8 INDEMNITY AGREEMENT IN CONSIDERATION OF EACH OF CHARLES C. SEVEN, an individual, and RONALD P. ROBERTSON, an individual (each, an "Indemnitee"), entering into and becoming a party to that certain Put and Call Agreement, dated as of January...Indemnity Agreement • February 10th, 2003 • Seven Charles C • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
IN CONSIDERATION OF EACH OF CHARLES C. SEVEN, an individual, and RONALD P. ROBERTSON, an individual (each, an "Indemnitee"), entering into and becoming a party to that certain Put and Call Agreement, dated as of January 29, 2003 (the "Put Agreement"), HAROLD CHARLES MOLL, an individual ("Indemnitor"), hereby assumes full responsibility and agrees to indemnify and save harmless each Indemnitee from and against all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every kind, nature and character, which such Indemnitee may incur as a result of the obligations set forth in the Put Agreement.
