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  offices
          -----------------------------
          at  Suite 2100- 1066 West Hastings Street, Vancouver, British Columbia

          (hereinafter  the  "Vendor")
                                                      OF  THE  FIRST  PART

AND:

          WILLIAM  INY  of  5709  Hudson  Street
          ------------
          Vancouver,  BC  V6M  2Z2

          (hereinafter  the  "Vendor's  Principal")
                                                      OF  THE  SECOND  PART

AND:

          CHARLES  SEVEN,  RON  ROBERTSON,  KEITH  ROMINE,
          -------  ------  ---------------  --------------
          THOMAS  BLAKE,  PIRJO  JARVIS,  and
          --------------  -----  ------
          FLAX-FLEX  FABRICATORS,  LTD.,  of
          -----------------------------
          20516  Claremont  Avenue
          Riverside,  CA  92507

          (hereinafter  the  "Purchasers")
                                                      OF  THE  THIRD  PART

WHEREAS:

A.     The  Vendor,  the  Vendor's  Principal and the Purchasers entered into an
agreement  dated  September  24,  2002  (the  "Original  Agreement").

B.     The  parties  have  agreed  to  extend  the  date  for the closing of the
purchase  and  sale  of shares of Thinka Weight-Loss Corporation (the "Company")
pursuant  to  the  Original  Agreement  to  March  25,  2003.


NOW  THEREFORE  THIS AGREEMENT WITNESSES THAT in consideration of the payment of
the sum of $10.00 by the Purchasers to the Vendor and the Vendor's Principal and
in  consideration  of the mutual covenants and conditions hereinafter contained,
the  parties  hereto  have  agreed  and  do  hereby  agree  as  follows:

1.     The  timing  of  payment  of  the  purchase price is amended by replacing
Section  2  of  the  Original  Agreement  with  the  following:


                                  Page 1 of 4
<PAGE>
          "2.  The  aggregate  purchase price will be $150,000 US (the "Purchase
          Price"),  being approximately $0.0283 per share and will be payable as
          follows:

          a.  $25,000  on  or  before  March  10,  2003;  and

          b.  The  balance  of  $125,000  at  the  closing."

2.     The  date  and  place  for  the  closing  of the purchase and sale of the
5,300,000  shares  of  the  Company pursuant to the Original Agreement is hereby
extended to March 25, 2003 by replacing Section 8 of the Original Agreement with
the  following:

          "8.  Closing  shall  take place at the offices of Lee Goddard & Duffy,
          LLP  in  Irvine, California, on the 25th day of March, 2003 or at such
          earlier  date  as  the Purchasers may on three days' notice, specify."

3.     The  Original  Agreement  shall  continue  in  full  force  and effect in
accordance  with  its  terms  without  amendment, except as provided for in this
Agreement.

4.     This  agreement may be executed in counterparts which together shall form
one  and  the  same  instrument.


IN WITNESS WHEREOF this agreement has been executed by the parties as of the day
and  year  first  above  written.

FARLINE VENTURE CORPORATION
by its authorized signatory:


____________________________________________
Signature of Authorized Signatory


____________________________________________
Name and Title of Authorized Signatory


SIGNED, SEALED AND DELIVERED
BY WILLIAM INY in the presence of:


___________________________________          ___________________________________
Name of Witness                              WILLIAM INY


___________________________________
Address of Witness


___________________________________


                                  Page 2 of 4
<PAGE>
SIGNED, SEALED AND DELIVERED
BY CHARLES SEVEN in the presence of:



___________________________________          ___________________________________
Name of Witness                              CHARLES SEVEN


___________________________________
Address of Witness


___________________________________



SIGNED, SEALED AND DELIVERED
BY RON ROBERTSON in the presence of:



___________________________________          ___________________________________
Name of Witness                               RON ROBERTSON


___________________________________
Address of Witness


___________________________________



SIGNED, SEALED AND DELIVERED
BY KEITH ROMINE in the presence of:



___________________________________          ___________________________________
Name of Witness                              KEITH ROMINE


___________________________________
Address of Witness


___________________________________


                                  Page 3 of 4
<PAGE>
SIGNED, SEALED AND DELIVERED
BY THOMAS BLAKE in the presence of:



___________________________________          ___________________________________
Name of Witness                              THOMAS BLAKE


___________________________________
Address of Witness



SIGNED, SEALED AND DELIVERED
BY PIRJO JARVIS in the presence of:



___________________________________          ___________________________________
Name of Witness                              PIRJO JARVIS


___________________________________
Address of Witness


___________________________________


___________________________________


FLAX-FLEX FABRICATORS, LTD.
by its authorized signatory:


___________________________________
Signature of Authorized Signatory


___________________________________
Name and Title of Authorized Signatory


                                  Page 4 of 4
<PAGE>