Exhibit 8
INDEMNITY AGREEMENT
IN CONSIDERATION OF EACH OF XXXXXXX X. SEVEN, an individual, and XXXXXX X.
XXXXXXXXX, 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"), XXXXXX XXXXXXX XXXX, 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.
The responsibility of the Indemnitor to indemnify, hold harmless and contribute
as herein provided is limited to the actual contribution made by each Indemnitee
pursuant to the Put Agreement and shall be offset by any income actually
received by such Indemnitee pursuant to the Put Agreement.
Indemnitor shall post 1,000,000 shares of "free-trading," unrestricted common
stock of Thinka Weight-Loss Corporation, a Nevada corporation (the
"Collateral"), as collateral for Indemnitor's obligations under this Agreement.
Each Indemnitee shall not be under any obligation to prosecute or to defend any
action or suit in relation to such Indemnitee's obligations under the Put
Agreement which may involve an expense or liability on behalf or against such
Indemnitee, unless the Indemnitor shall, when such occasion arises, furnish such
Indemnitee with satisfactory security for expense or liability. Indemnitor
shall enter into a separate pledge and security agreement (the "Pledge")
granting to the Indemnitees a perfected security interest in the Collateral. If
suit is brought on this Indemnity Agreement, any judgment obtained will be
enforced only against the Collateral and against the proceeds of sale or other
disposition thereof, and not personally against Indemnitor, his heirs or
assigns. Nothing in this paragraph shall be deemed to be a release or
impairment of the obligations created by this Indemnity Agreement or of the
security interest in the Collateral granted under the Pledge or, except as
expressly provided herein, to preclude any Indemnitee from enforcing or
exercising its rights and remedies under the Pledge.
Dated: January 29, 2003
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/s/ Xxxxxx Xxxxxxx Xxxx
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XXXXXX XXXXXXX XXXX, an individual
