THIS  SECURITY  HAS  NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR  THE SECURITIES LAWS OF ANY STATE, AND IS
BEING  OFFERED  AND  SOLD  PURSUANT  TO  AN  EXEMPTION  FROM  THE  REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD
OR  TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES  ACT  OR  PURSUANT  TO  AN  AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT  OR  SUCH  OTHER  LAWS.

                            8% CONVERTIBLE DEBENTURE

COMPANY:     Thinka  Weight-Loss  Corporation
COMPANY  ADDRESS:  18201  Von  Karman  Ave.,  Suite  1170,  Irvine,  CA  92612
MATURITY  DATE:  January  29,  2005
PRINCIPAL  AMOUNT:  $300,000

     Thinka  Weight-Loss Corporation, a Nevada corporation, and any successor or
resulting  corporation  by way of merger, consolidation, sale or exchange of all
or  substantially  all  of  the  assets  or otherwise (the "COMPANY"), for value
received,  hereby  promises  to  pay  to the Holder (as such term is hereinafter
defined),  or such other Person (as such term is hereinafter defined) upon order
of  the  Holder, on January 29, 2005 (the "MATURITY DATE"), the principal sum of
three  hundred thousand dollars ($300,000), as such sum may be adjusted pursuant
to  Article  3,  and  to  pay  interest on the Principal Amount (as such term is
hereinafter  defined)  from  the  date  such Principal Amount is received by the
Company,  monthly  in  arrears, on the 15th day of each month (each an "INTEREST
PAYMENT  DUE  DATE"  and  collectively,  the  "INTEREST  PAYMENT  DUE  DATES"),
commencing  on  March  15,  2003,  at the rate eight percent (8%) per annum (the
"DEBENTURE  INTEREST  RATE"),  until  the Principal Amount of this Debenture has
been  paid  in  full.  All  interest  payable  on  the  Principal Amount of this
Debenture  shall  be  calculated  on  the basis of a 360-day year for the actual
number  of days elapsed. Payment of interest on this Debenture shall be in cash.
This  Debenture  may  not  be prepaid without the written consent of the Holder.

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.1 Definitions. The terms defined in this Article whenever used in
                 -----------
this  Debenture  have  the  following  respective  meanings:

          (i)     "AFFILIATE"  has  the  meaning  ascribed to such term in Rule
12b-2  under  the  Securities  Exchange  Act  of  1934,  as  amended.

          (ii)     "BANKRUPTCY CODE" means the United States Bankruptcy Code of
1986, as amended (11 U.S.C. Sec. 101 et. seq.).
                                     --

          (iii)     "BUSINESS DAY" means a day other than Saturday, Sunday or
any  day  on  which  banks  located in the State of California are authorized or
obligated  to  close.


<PAGE>
          (iv)     "CAPITAL SHARES" means the  Common Stock and any other shares
of  any  other  class  or  series  of  capital  stock,  whether now or hereafter
authorized  and  however  designated, which have the right to participate in the
distribution  of  earnings  and  assets  (upon  dissolution,  liquidation  or
winding-up)  of  the  Company.

          (v)     "CLOSING  DATE"  means  January  29,  2003.

          (vi)    "COMMON  SHARES"  or  "COMMON  STOCK"  means  shares  of the
Company's  Common  Stock.

          (vii)   "COMMON STOCK ISSUED AT CONVERSION", when used with reference
to  the  securities  deliverable  upon  conversion  of this Debenture, means all
Common  Shares now or hereafter Outstanding and securities of any other class or
series  into  which  this  Debenture  hereafter  shall  have  been  changed  or
substituted,  whether  now  or  hereafter  created  and  however  designated.

          (viii)  "CONVERSION"  or  "CONVERSION"  means  the  repayment  by  the
Company of the Principal Amount of this Debenture (and, to the extent the Holder
elects  as permitted by Section 3.1, accrued and unpaid interest thereon) by the
delivery  of  Common  Stock on the terms provided in Section 3.2, and "CONVERT,"
"CONVENED,"  "CONVERTIBLE"  and  like  words shall have a corresponding meaning.

          (ix)    "CONVERSION DATE" means any day on which all or any portion of
the  Principal  Amount  of  this  Debenture  is converted in accordance with the
provisions  hereof.

          (x)     "CONVERSION  NOTICE"  means  a  written  notice of  conversion
substantially  in  the  form  annexed  hereto  as  Exhibit  A.
                                                   ----------

          (xi)    "CONVERSION PRICE" on  any  date of  determination  means  the
applicable price for the conversion of this Debenture into Common Shares on such
day  as  set  forth  in  Section  3.1(a).

          (xii)   "CURRENT  MARKET  PRICE"  on  any date of determination means
the  closing price of a Common Share on such day as reported on the NASDAQ OTCBB
Exchange;  provided  that, if such security is not listed or admitted to trading
           --------
on  the NASDAQ OTCBB, as reported on the principal national security exchange or
quotation  system  on  which  such  security  is quoted or listed or admitted to
trading,  or,  if  not  quoted  or listed or admitted to trading on any national
securities  exchange or quotation system, the closing bid price of such security
on  the  over-the-counter market on the day in question as reported by Bloomberg
LP  or  a  similar  generally  accepted  reporting  service, as the case may be.

          (xiii)  "DEADLINE"  means  the  date  that  is  the 130th day from the
Closing  Date; provided, however, the Deadline shall be extended by such time as
is  necessary  for  the Company to respond to comments by the SEC so long as the
Company  files  the  appropriate  registration  statement  within 30 days of the
Closing Date and thereafter responds to all SEC comments within 10 business days
of  receipt  thereof.


                                        2
<PAGE>
          (xiv)   "DEBENTURE"  or  "DEBENTURES"  means  this  8% Convertible
Debenture  of  the  Company  or  such  other  convertible debenture(s) exchanged
therefor  as  provided  in  Section  2.1.

          (xv)    "DISCOUNT MULTIPLIER" has the meaning set forth in Section
3.1(a).
          (xvi)   "EVENT OF DEFAULT" has  the  meaning set forth in Section 6.1.

          (xvii)  "HOLDER"  means  La  Jolla  Cove  Investors,  Inc.

          (xviii) "INTEREST  PAYMENT DUE  DATE" has the meaning set forth in the
opening  paragraph  of  this  Debenture.

          (xix)   "MARKET DISRUPTION EVENT" means  any  event  that results in a
material  suspension  or  limitation  of  trading  of  the  Common  Shares.

          (xx)    "MARKET PRICE" per Common Share  means the lowest price of the
Common  Shares  during any Trading Day as reported on the NASDAQ OTCBB; provided
                                                                        --------
that, if such security is not listed or admitted to trading on the NASDAQ OTCBB,
as  reported  on the principal national security exchange or quotation system on
which  such  security  is  quoted  or  listed or admitted to trading, or, if not
quoted  or  listed or admitted to trading on any national securities exchange or
quotation  system,  the lowest price of the Common Shares during any Trading Day
on  the  over-the-counter  market  as  reported  by  Bloomberg  LP  or a similar
generally  accepted  reporting  service,  as  the  case  may  be.

          (xxi)   "MAXIMUM  RATE"  has  the  meaning  set forth in Section  6.3.

          (xxii)  "OUTSTANDING"  when  used with reference  to  Common Shares or
Capital Shares (collectively, "Shares") means, on any date of determination, all
issued  and outstanding Shares, and includes all such Shares issuable in respect
of  outstanding  scrip  or any certificates representing fractional interests in
such  Shares;  provided, however, that any such Shares owned or held in treasury
               --------- -------
by  the  Company or by or for the benefit of any Subsidiary of the Company shall
not  be  deemed  "Outstanding"  for  purposes  hereof.

          (xxiii) "PERSON" means an individual, a corporation, apartnership, an
association,  a  limited  liability  company,  an  unincorporated  business
organization,  a  trust  or  other entity or organization, and any government or
political  subdivision  or  any  agency  or  instrumentality  thereof.

          (xxiv)  "PRINCIPAL  AMOUNT"  means, for any date  of calculation,  the
principal  sum set forth in the first paragraph of this Debenture (but only such
principal  amount  as  to which the Holder has (a) actually advanced pursuant to
the  Securities  Purchase  Agreement  (b) not


                                        3
<PAGE>
theretofore  furnished  a  Conversion  Notice  in  compliance with Section 3.2).

          (xxv)   "REGISTRATION  RIGHTS  AGREEMENT"  means  that  certain
Registration  Rights  Agreement of even date herewith by and between the Company
and  Holder,  as  the  same  may  be  amended  from  time  to  time.

          (xxvi)  "SEC"  means  the  United  States  Securities  and  Exchange
Commission.

          (xxvii) "SECURITIES ACT" means the Securities Act of 1933, as amended,
and  the  rules  and  regulations of the SEC thereunder, all as in effect at the
time.

          (xxviii) "SECURITIES PURCHASE AGREEMENT" means that certain Securities
Purchase Agreement of even date herewith by and among the Company and Holder, as
the  same  may  be  amended  from  time  to  time.

          (xxix)  "SUBSIDIARY"  means  any entity of  which  securities or other
ownership  interests  having  ordinary  voting  power to elect a majority of the
board  of  directors  or  other  persons  performing similar functions are owned
directly  or  indirectly  by  the  Company.

          (xxx)   "TRADING  DAY"  means any day on which (i) purchases and sales
of securities on the principal national security exchange or quotation system on
which  the  Common  Shares are traded are reported thereon, or, if not quoted or
listed  or  admitted to trading on any national securities exchange or quotation
system,  as  reported  by Bloomberg LP or a similar generally accepted reporting
service,  as  the  case  may be, (ii) at least one bid for the trading of Common
Shares  is  reported  and  (iii)  no  Market  Disruption  Event  occurs.

          All  references  to  "cash" or "$" herein means currency of the United
States  of  America.

                                    ARTICLE 2
                   EXCHANGES, TRANSFER AND OPTIONAL REDEMPTION

     SECTION  2.1     Exchange of Debentures. This Debenture, when presented for
                      ----------------------
registration  of  transfer,  shall  (if  so  required  by  the  Company) be duly
endorsed,  or  be  accompanied  by  a  written  instrument  of  transfer in form
reasonably  satisfactory  to  the  Company  duly  executed,  by  the Holder duly
authorized  in  writing.

     SECTION  2.2     Loss,  Theft,  Destruction  of  Debenture. Upon receipt of
                      -----------------------------------------
evidence  satisfactory  to  the  Company  of  the  loss,  theft,  destruction or
mutilation  of  this  Debenture  and,  in  the  case  of any such loss, theft or
destruction,  upon  receipt  of indemnity or security reasonably satisfactory to
the  Company,  or,  in  the  case  of  any  such  mutilation, upon surrender and
cancellation  of  this  Debenture, the Company shall make, issue and deliver, in
lieu  of such lost, stolen, destroyed or mutilated Debenture, a new Debenture of
like  tenor and unpaid Principal Amount dated as of the date hereof (which shall
accrue  interest  from  the  most  recent  Interest Payment Due Date on which an
interest payment was made in full).  This Debenture shall be held and owned upon
the  express  condition  that  the  provisions of this Section 2.2 are exclusive


                                        4
<PAGE>
with  respect  to  the  replacement  of  a  mutilated, destroyed, lost or stolen
Debenture  and  shall  preclude  any  and  all  other  rights  and  remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with  respect  to  the replacement of negotiable instruments or other securities
without  the  surrender  thereof.

     SECTION  2.3     Who Deemed Absolute Owner. The Company may deem the Person
                      -------------------------
in  whose name this Debenture shall be registered upon the registry books of the
Company  to  be,  and  may  treat  it  as,  the absolute owner of this Debenture
(whether  or  not  this Debenture shall be overdue) for the purpose of receiving
payment  of  or  on  account  of the Principal Amount of this Debenture, for the
conversion  of  this Debenture and for all other purposes, and the Company shall
not  be  affected  by  any  notice  to  the contrary. All such payments and such
conversions  shall be valid and effectual to satisfy and discharge the liability
upon  this  Debenture to the extent of the sum or sums so paid or the conversion
or  conversions  so  made.

     SECTION  2.4     Repayment  at  Maturity. At the Maturity Date, the Company
                      -----------------------
shall repay the outstanding Principal Amount of this Debenture in whole in cash,
together  with all accrued and unpaid interest thereon, in cash, to the Maturity
Date.

                                    ARTICLE 3
                             CONVERSION OF DEBENTURE

     SECTION  3.1     Conversion; Conversion Price; Valuation Event.  (a) At the
                      ---------------------------------------------
option  of  the  Holder,  this Debenture may be converted, either in whole or in
part,  up  to  the  full  Principal  Amount  hereof  (in increments of $1,000 in
Principal  Amount)  into Common Shares (calculated as to each such conversion to
the  nearest  1/100th  of  a  share),  at  any time and from time to time on any
Business  Day,  subject  to  compliance  with  Section 3.2. The number of Common
Shares  into which this Debenture may be converted is equal to (i) the Principal
Amount  of  the  Debenture  being converted at the Conversion Date (plus, at the
option  of  the  Holder,  any accrued and unpaid interest on the Debenture being
converted  through the Conversion Date) divided by (ii) the Conversion Price. In
addition,  the  Company shall pay to the Holder on the Conversion Date, in cash,
any accrued and unpaid interest on the Debenture being converted not included at
the  option  of  the Holder in clause (i) of the immediately preceding sentence.
The "CONVERSION PRICE" shall be equal to the lesser of (i) $0.20, or (ii) eighty
percent  (80%)  of  the  lowest Market Price during the twenty (20) Trading Days
prior  to Holder's election to convert (a "DISCOUNT MULTIPLIER"); provided, that
                                                                  --------
in  the  event the Registration Statement has not been declared effective by the
SEC  by  the  Deadline  or,  if  the Registration Statement has theretofore been
declared effective but is not thereafter effective, then the applicable Discount
Multiplier  shall  decrease  by  three  percentage points (3%) for each month or
partial  month  occurring  after the Deadline that the Registration Statement is
not  effective.

     (b)     Notwithstanding  the provisions of Section 3.1(a), in the event the
Company's  Registration  Statement  has  not  been  declared  effective  by  the
Deadline,  or,  if  the  Registration  Statement  has  theretofore been declared
effective  but  is  not  thereafter  effective, the following will also apply in
addition  to  any  damages  incurred  by  the  Holder  as  a  result  thereof:

          (i)     The  Holder  may  demand  repayment  of  one hundred and fifty


                                        5
<PAGE>
percent  (150%)  of  the  Principal  Amount  of the Debenture, together with all
accrued and unpaid interest thereon, in cash, at any time prior to the Company's
Registration  Statement being declared effective by the SEC or during the period
that the Company's Registration Statement is not effective, such repayment to be
made  within  three  (3)  business  days  of  such demand. In the event that the
Debenture  is  so  accelerated,  in addition to the repayment of one hundred and
fifty  percent  (150%) of the Principal Amount together with accrued interest as
aforesaid,  the  Company shall immediately issue and pay, as the case may be, to
the  Holder  50,000  Shares of Common Stock and $15,000 for each thirty (30) day
period,  or  portion  thereof,  during  which  the  Principal  Amount, including
interest thereon, remains unpaid, with the monthly payment amount to increase to
$20,000  for  each  thirty  (30)  day period, or portion thereof after the first
ninety  (90)  day  period;

               (ii)     If  the  Holder  does  not  elect  to  accelerate  the
Debenture,  the  Company  shall immediately issue or pay, as the case may be, to
Holder  50,000  Shares  of  Common  Stock  and  $15,000 for each thirty (30) day
period,  or  portion  thereof  that the Registration Statement is not effective,
with  the monthly payment amount to increase to $20,000 for each thirty (30) day
period,  or  portion  thereof  after  the  first  ninety  (90)  day  period.

     SECTION  3.2     Exercise  of  Conversion Privilege. (a) Conversion of this
                      ----------------------------------
Debenture  may  be exercised on any Business Day by the Holder by telecopying an
executed  and  completed  Conversion  Notice  to  the Company prior to 5:00 p.m.
Eastern  Standard Time.  Each date on which a Conversion Notice is telecopied to
the  Company  in  accordance  with  the  provisions  of  this  Section 3.2 shall
constitute a Conversion Date. The Company shall convert this Debenture and issue
the  Common  Stock  Issued  at  Conversion  in the manner provided below in this
Section  3.2,  and  all  voting  and other rights associated with the beneficial
ownership  of  the Common Stock Issued at Conversion shall vest with the Holder,
effective  as  of  the  day  following the Conversion Date. Until such time as a
registration  statement  is  in  effect for the sale by the Holder of the Common
Stock  Issued  at  Conversion,  the  Common  Stock Issued at Conversion shall be
issued  in  the  name of Holder. Provided such registration statement is then in
effect,  the  Conversion  Notice may state the name or names (with addresses) of
the  persons  who  are  to  become  the  holders  of  the Common Stock Issued at
Conversion in connection with such conversion, and such Stock shall be issued in
such name. As promptly as practicable after the receipt of the Conversion Notice
as  aforesaid,  but  in any event not more than five (5) Business Days after the
Company's  receipt  of  such  Conversion Notice, the Company shall (i) issue the
Common  Stock  Issued  at  Conversion  in accordance with the provisions of this
Article 3 and (ii) cause to be mailed for delivery by overnight courier, or if a
Registration  Statement covering the Common Stock has been declared effective by
the  SEC  cause to be electronically transferred, to Holder (x) a certificate or
certificate(s)  representing  the number of Common Shares to which the Holder is
entitled  by virtue of such conversion, (y) cash, as provided in Section 3.3, in
respect  of  any fraction of a Common Share deliverable upon such conversion and
(z)  cash  or  shares of Common Stock, as applicable, representing the amount of
accrued  and  unpaid  interest on this Debenture as of the Conversion Date. Such
conversion  shall be deemed to have been effected on the Conversion Date, and at
such  time the rights of the Holder of this Debenture, as such (except if and to
the  extent  that any Principal Amount thereof remains unconverted), shall cease
and  the  Person  and  Persons in whose name or names the Common Stock Issued at
Conversion  shall  be  issuable  shall  be  deemed  to have become the holder or
holders  of  record of the Common Shares


                                        6
<PAGE>
represented  thereby,  and  all  voting  and  other  rights  associated with the
beneficial  ownership  of  such  Common Shares shall at such time vest with such
Person or Persons. The Conversion Notice shall constitute a contract between the
Holder  and the Company, whereby the Holder shall be deemed to subscribe for the
number  of  Common  Shares  which  it  will  be  entitled  to  receive upon such
conversion  and,  in  payment and satisfaction of such subscription (and for any
cash  adjustment  to which it is entitled pursuant to Section 3.4), to surrender
this  Debenture and to release the Company from all liability thereon (except if
and  to  the  extent  that any Principal Amount thereof remains unconverted). No
cash  payment  aggregating  less than $1.00 shall be required to be given unless
specifically  requested  by  the  Holder.

          (b)     If,  at  any time  after  the  date of this Debenture, (i) the
Company  challenges, disputes or denies the right of the Holder hereof to effect
the  conversion  of  this Debenture into Common Shares or otherwise dishonors or
rejects  any  Conversion Notice delivered in accordance with this Section 3.2 or
(ii)  any  third  party who is not and has never been an Affiliate of the Holder
commences  any lawsuit or legal proceeding or otherwise asserts any claim before
any  court  or  public or governmental authority which seeks to challenge, deny,
enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect
the  conversion of this Debenture into Common Shares, then the Holder shall have
the  right, by written notice to the Company, to require the Company to promptly
redeem  this Debenture for cash at one hundred and fifty (150%) of the Principal
Amount thereof together with all accrued and unpaid interest thereon to the date
of redemption. Under any of the circumstances set forth above, the Company shall
be  responsible  for  the  payment  of  all  costs  and  expenses of the Holder,
including  reasonable legal fees and expenses, as and when incurred in defending
itself  in  any such action or pursuing its rights hereunder (in addition to any
other  rights  of  the  Holder).

          (c)     The  Holder  shall  be  entitled  to  exercise  its conversion
privilege  notwithstanding  the  commencement  of  any case under the Bankruptcy
Code.  In  the  event  the  Company  is  a debtor under the Bankruptcy Code, the
Company  hereby  waives  to the fullest extent permitted any rights to relief it
may  have  under  11  U.S.C.  Sec.  362  in  respect  of the Holder's conversion
privilege.  The Company hereby waives to the fullest extent permitted any rights
to  relief  it may have under 11 U.S.C. Sec. 362 in respect of the conversion of
this  Debenture.  The  Company agrees, without cost or expense to the Holder, to
take  or  consent  to any and all action necessary to effectuate relief under 11
U.S.C.  Sec.  362.

     SECTION  3.3     Fractional  Shares.  No  fractional Common Shares or scrip
                      ------------------
representing fractional Common Shares shall be delivered upon conversion of this
Debenture.  Instead  of  any  fractional  Common Shares which otherwise would be
delivered  upon  conversion  of  this  Debenture,  the  Company shall pay a cash
adjustment  in  respect of such fraction in an amount equal to the same fraction
multiplied  by the Current Market Price on the Conversion Date.  No cash payment
of  less  than $1.00 shall be required to be given unless specifically requested
by  the  Holder.

     SECTION 3.4     Adjustments.  The Conversion Price and the number of shares
                     -----------
deliverable  upon  conversion  of  this Debenture are subject to adjustment from
time  to  time  as  follows:


                                        7
<PAGE>
          (i)     Reclassification,  Etc.  Except  as  contemplated  by  the
                  ----------------------
Securities  Purchase  Agreement,  if  the  Company shall reorganize its capital,
reclassify  its  capital stock, consolidate or merge with or into another Person
(where  the  Company  is  not  the  survivor  or  where  there is a change in or
distribution  with  respect  to  the Common Stock of the Company), sell, convey,
transfer  or  otherwise dispose of all or substantially all its property, assets
or  business to another Person, or effectuate a transaction or series of related
transactions  in  which more than fifty percent (50%) of the voting power of the
Company is disposed of (each, a "FUNDAMENTAL CORPORATE CHANGE") and, pursuant to
the  terms  of  such Fundamental Corporate Change, shares of common stock of the
successor  or  acquiring  corporation,  or  any  cash,  shares of stock or other
securities  or  property  of  any nature whatsoever (including warrants or other
subscription  or  purchase  rights) in addition to or in lieu of common stock of
the  successor or acquiring corporation ("OTHER PROPERTY") are to be received by
or distributed to the holders of Common Stock of the Company, then the Holder of
this  Debenture  shall  have  the  right  thereafter, at its sole option, to (x)
require  the  Company to prepay this Debenture for cash at one hundred and fifty
percent  (150%)  of  the  Principal Amount thereof together with all accrued and
unpaid  interest  thereon  to  the date of prepayment, (y) receive the number of
shares  of  common  stock  of  the  successor or acquiring corporation or of the
Company, if it is the surviving corporation, and Other Property as is receivable
upon  or  as  a  result  of such Fundamental Corporate Change by a holder of the
number of shares of Common Stock into which such the outstanding portion of this
Debenture  may be converted at the Conversion Price applicable immediately prior
to  such  Fundamental  Corporate  Change  or  (z)  require  the Company, or such
successor,  resulting or purchasing corporation, as the case may be, to, without
benefit  of  any  additional  consideration therefor, execute and deliver to the
Holder  a  debenture  with  substantial  identical  rights,  privileges, powers,
restrictions  and other terms as this Debenture in an amount equal to the amount
outstanding under this Debenture immediately prior to such Fundamental Corporate
Change.  For  purposes  hereof  "COMMON  STOCK  OF  THE  SUCCESSOR  OR ACQUIRING
CORPORATION"  shall  include stock of such corporation of any class which is not
preferred  as  to  dividends  or  assets  over  any other class of stock of such
corporation  and  which  is not subject to prepayment and shall also include any
evidences  of  indebtedness,  shares  of  stock  or  other  securities which are
convertible  into or exchangeable for any such stock, either immediately or upon
the  arrival  of  a specified date or the happening of a specified event and any
warrants  or  other  rights  to  subscribe  for  or purchase any such stock. The
foregoing  provisions  shall similarly apply to successive Fundamental Corporate
Changes.

     SECTION  3.5     Surrender  of  Debentures.  Upon  any  redemption  of this
                      -------------------------
Debenture  pursuant  to  Sections  3.2, 3.5 or 6.2, or upon maturity pursuant to
Section  2.4,  the  Holder  shall  either  deliver this Debenture by hand to the
Company  at its principal executive offices or surrender the same to the Company
at  such  address  by  nationally  recognized  overnight courier. Payment of the
redemption  price  or the amount due on maturity specified in Section 2.4, shall
be  made  by  the  Company  to  the Holder against receipt of this Debenture (as
provided in this Section 3.5) by wire transfer of immediately available funds to
such account(s) as the Holder shall specify by written notice to the Company. If
payment  of such redemption price is not made in full by the redemption date, or
the  amount due on maturity is not paid in full by the Maturity Date, the Holder
shall  again  have  the right to convert this Debenture as provided in Article 3
hereof  or  to  declare  an  Event  of  Default.


                                        8
<PAGE>
                                    ARTICLE 4
                        STATUS; RESTRICTIONS ON TRANSFER

     SECTION  4.1     Status  of Debenture.  This Debenture constitutes a legal,
                      --------------------
valid  and binding obligation of the Company, enforceable in accordance with its
terms  subject,  as  to  enforceability,  to general principles of equity and to
principles  of  bankruptcy, insolvency, reorganization and other similar laws of
general  applicability  relating  to or affecting creditors' rights and remedies
generally.

     SECTION  4.2     Restrictions  on  Transfer. This Debenture, and any Common
                      --------------------------
Shares deliverable upon the conversion hereof have not been registered under the
Securities  Act.  The  Holder  by  accepting  this  Debenture  agrees  that this
Debenture  and the shares of Common Stock to be acquired as interest on and upon
conversion of this Debenture may not be assigned or otherwise transferred unless
and until (i) an exemption from registration exists and the Company has received
the  opinion of counsel for the Holder that this Debenture or such shares may be
sold  pursuant to an exemption from registration under the Securities Act and in
accordance  with  Rule  144  or  (ii)  a  registration statement relating to the
proposed transfer of this Debenture or such shares has been filed by the Company
and  declared  effective  by  the  SEC.

     Each  certificate  for  shares  of Common Stock deliverable hereunder shall
bear  a  legend  as  follows  unless  and  until  such securities have been sold
pursuant  to  an  effective  registration  statement  under  the Securities Act:

          "The  securities  represented  by  this  certificate  have  not  been
          registered  under  the  Securities  Act  of  1933,  as  amended  (the
          "Securities Act"). The securities may not be offered for sale, sold or
          otherwise transferred except (i) pursuant to an effective registration
          statement  under  the  Securities Act or (ii) pursuant to an exemption
          from  registration  under  the  Securities Act in respect of which the
          issuer  of  this  certificate  has  received  an  opinion  of  counsel
          satisfactory  to the issuer of this certificate to such effect. Copies
          of  the  agreement  covering  both  the purchase of the securities and
          restrictions  on  their transfer may be obtained at no cost by written
          request  made  by  the  holder  of  record  of this certificate to the
          Secretary of the issuer of this certificate at the principal executive
          offices  of  the  issuer  of  this  certificate."

                                    ARTICLE 5
                                    COVENANTS

     SECTION  5.1     Conversion.  The  Company  shall cause the transfer agent,
                      ----------
not  later  than  three  (3)  Business  Days  after  the  Company's receipt of a
Conversion  Notice,  to  issue and deliver to the Holder the requisite shares of
Common Stock Issued at Conversion. Such delivery shall be by electronic transfer
if  a  Registration  Statement  covering  the  Common  Stock  has  been declared
effective  by  the  SEC.

     SECTION  5.2     Notice  of Default.  If any one or more events occur which
                      ---------- -------
constitute  or  which,  with notice, lapse of time, or both, would constitute an
Event  of  Default,  the  Company


                                        9
<PAGE>
shall  forthwith  give notice to the Holder, specifying the nature and status of
the  Event  of  Default  or  such  other  event(s),  as  the  case  may  be.

     SECTION  5.3     Payment of Obligations. So long as this Debenture shall be
                      ----------------------
outstanding,  the Company shall pay, extend, or discharge at or before maturity,
all  its  respective  material  obligations  and liabilities, including, without
limitation,  tax  liabilities,  except  where  the same may be contested in good
faith  by  appropriate  proceedings.

     SECTION  5.4     Compliance  with  Laws. So long as this Debenture shall be
                      ----------------------
outstanding,  the  Company  shall  comply  with all applicable laws, ordinances,
rules, regulations and requirements of governmental authorities, except for such
noncompliance  which  would  not have a material adverse effect on the business,
properties,  prospects,  condition  (financial  or  otherwise)  or  results  of
operations  of  the  Company  and  the  Subsidiaries.

                                    ARTICLE 6
                                    REMEDIES

     SECTION 6.1     Events of Default.  "EVENT OF DEFAULT" wherever used herein
                     -----------------
means  any  one  of  the  following  events  so  long  as this Debenture remains
outstanding:

          (i)     the Company shall default in the  payment  of  principal of or
interest on this Debenture as and when the same shall be due and payable and, in
the  case  of  an interest payment default, such default shall continue for five
(5)  Business  Days after the date such interest payment was due, or the Company
shall  fail  to  perform  or  observe  in  any  other covenant, agreement, term,
provision,  undertaking  or  commitment  under  this  Debenture,  the Conversion
Warrants  (as  defined  in  the  Securities  Purchase Agreement), the Securities
Purchase  Agreement  or the Registration Rights Agreement and such default shall
continue  for  a  period  of  ten  (10)  Business Days after the delivery to the
Company  of  written  notice  that  the  Company  is  in  default  hereunder  or
thereunder;

          (ii)     any of the representations or warranties  made by the Company
herein,  in the Securities Purchase Agreement, the Registration Rights Agreement
or  in  any  certificate  or financial or other written statements heretofore or
hereafter  furnished  by  or  on  behalf  of  the Company in connection with the
execution  and delivery of this Debenture, the Warrants, the Securities Purchase
Agreement or the Registration Rights Agreement shall be false or misleading in a
material  respect  on  the  Closing  Date;

          (iii)     under the laws of any jurisdiction  not otherwise covered by
clauses  (iv) and (v) below, the Company or any Subsidiary (A) becomes insolvent
or generally not able to pay its debts as they become due, (B) admits in writing
its  inability  to pay its debts generally or makes a general assignment for the
benefit of creditors, (C) institutes or has instituted against it any proceeding
seeking  (x)  to  adjudicate  it  a  bankrupt  or  insolvent,  (y)  liquidation,
winding-up,  reorganization,  arrangement,  adjustment,  protection,  relief  or
composition of it or its debts under any law relating to bankruptcy, insolvency,
reorganization  or  relief  of  debtors  including  any  plan  of  compromise or
arrangement  or  other corporate proceeding involving or affecting its creditors
or  (z)  the  entry  of  an  order  for relief or the appointment of a receiver,
trustee  or  other  similar


                                       10
<PAGE>
person  for  it or for any substantial part of its properties and assets, and in
the  case  of  any  such  official  proceeding  instituted  against  it (but not
instituted  by  it), either the proceeding remains undismissed or unstayed for a
period  of  sixty  (60)  calendar  days,  or  any  of the actions sought in such
proceeding  (including  the  entry  of  an  order  for  relief against it or the
appointment  of  a receiver, trustee, custodian or other similar official for it
or  for  any  substantial part of its properties and assets) occurs or (D) takes
any  corporate  action  to  authorize  any  of  the  above  actions;

          (iv)    the entry of a decree or order by a court having jurisdiction
in the premises adjudging the Company or any Subsidiary a bankrupt or insolvent,
or  approving  as properly filed a petition seeking reorganization, arrangement,
adjustment  or  composition of or in respect of the Company under the Bankruptcy
Code  or  any  other  applicable Federal or state law, or appointing a receiver,
liquidator, assignee, trustee or sequestrator (or other similar official) of the
Company  or  of any substantial part of its property, or ordering the winding-up
or  liquidation  of  its  affairs, and any such decree or order continues and is
unstayed  and  in  effect  for  a  period  of  sixty  (60)  calendar  days;

          (v)     the  institution  by  the  Company  or  any  Subsidiary  of
proceedings  to  be adjudicated a bankrupt or insolvent, or the consent by it to
the  institution  of  bankruptcy  or  insolvency  proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief
under  the  Bankruptcy Code or any other applicable federal or state law, or the
consent  by  it  to  the  filing of any such petition or to the appointment of a
receiver,  liquidator,  assignee,  trustee  or  sequestrator  (or  other similar
official)  of  the  Company  or  of any substantial part of its property, or the
making  by it of an assignment for the benefit of creditors, or the admission by
it  in  writing  of  its  inability  to pay its debts generally as and when they
become  due,  or the taking of corporate action by the Company in furtherance of
any  such  action;

         (vi)     a final  judgment  or final judgments for the payment of money
shall have been entered by any court or courts of competent jurisdiction against
the  Company and remains undischarged for a period (during which execution shall
be  effectively  stayed) of thirty (30) days, provided that the aggregate amount
                                              --------
of  all  such judgments at any time outstanding (to the extent not paid or to be
paid, as evidenced by a written communication to that effect from the applicable
insurer,  by  insurance)  exceeds  One  Hundred  Thousand  Dollars  ($100,000);

          (vii)   it becomes unlawful for the Company to perform or comply with
its  obligations  under  this  Debenture, the Conversion Warrant, the Securities
Purchase  Agreement  or  the  Registration  Rights  Agreement  in  any  respect;

          (viii)  the Common Shares shall be delisted from the NASDAQ OTCBB (the
"TRADING  MARKET";

     SECTION  6.2     Acceleration of Maturity; Rescission and Annulment.  If an
                      --------------------------------------------------
Event  of  Default  occurs  and  is  continuing, then and in every such case the
Holder  may,  by  a  notice  in  writing to the Company, rescind any outstanding
Conversion  Notice  and  declare that all amounts owing or otherwise outstanding
under  this  Debenture  are  immediately  due  and  payable  and  upon  any such
declaration this Debenture shall become immediately due and payable in cash at a
price


                                       11
<PAGE>
of  one  hundred  and  fifty  percent  (150%)  of  the Principal Amount thereof,
together  with  all  accrued and unpaid interest thereon to the date of payment;
provided,  however,  in  the  case  of any Event of Default described in clauses
--------   -------
(iii), (iv), (v) or (vii) of Section 6.1, such amount automatically shall become
  --
immediately  due  and payable without the necessity of any notice or declaration
as  aforesaid.

     SECTION  6.3      Late  Payment Penalty. If any portion of the principal of
                       ---------------------
or  interest on this Debenture shall not be paid within ten (10) days of when it
is  due,  the  Discount  Multiplier under this Debenture, and under all warrants
granted  by  the  Company  to the Holder, shall decrease by one percentage point
(1%)  for  all  conversions  of this Debenture and warrant exercises thereafter.

     SECTION  6.4      Maximum Interest Rate. Notwithstanding anything herein to
                       ----------------------
the contrary, if at any time the applicable interest rate as provided for herein
shall exceed the maximum lawful rate which may be contracted for, charged, taken
or  received  by  the Holder in accordance with any applicable law (the "MAXIMUM
RATE"),  the  rate  of interest applicable to this Debenture shall be limited to
the  Maximum  Rate.  To  the greatest extent permitted under applicable law, the
Company  hereby  waives and agrees not to allege or claim that any provisions of
this  Note  could give rise to or result in any actual or potential violation of
any  applicable  usury  laws.

     SECTION  6.5     Remedies  Not  Waived.  No  course  of dealing between the
                      ---------------------
Company  and  the  Holder  or any delay in exercising any rights hereunder shall
operate  as  a  waiver  by  the  Holder.

                                    ARTICLE 7
                                  MISCELLANEOUS

     SECTION 7.1     Notice of Certain Events.  In the case of the occurrence of
                     ------------------------
any event described in Section 3.4 of this Debenture, the Company shall cause to
be  mailed  to the Holder of this Debenture at its last address as it appears in
the  Company's  security  registry,  at  least  twenty  (20)  days following the
applicable  record,  effective  or expiration date hereinafter specified (or, if
such  twenty  (20)  days'  notice is not possible, at the earliest possible date
prior  to  any  such  record,  effective  or expiration date), a notice thereof,
including, if applicable, a statement of (y) the date on which a record is to be
taken  for  the  purpose of such dividend, distribution, issuance or granting of
rights,  options  or warrants, or if a record is not to be taken, the date as of
which  the  holders  of  record of Common Stock to be entitled to such dividend,
distribution,  issuance  or  granting  of  rights, options or warrants are to be
determined  or  (z)  the  date  on  which  such reclassification, consolidation,
merger,  sale,  transfer,  dissolution, liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders of record
of  Common  Stock will be entitled to exchange their shares for securities, cash
or other property deliverable upon such reclassification, consolidation, merger,
sale  transfer,  dissolution,  liquidation  or  winding-up.

     SECTION 7.2     Register.  The Company shall keep at its principal office a
                     --------
register  in  which  the  Company  shall  provide  for  the registration of this


                                       12
<PAGE>
Debenture. Upon any transfer of this Debenture in accordance with Articles 2 and
4  hereof,  the  Company shall register such transfer on the Debenture register.

     SECTION 7.3     Withholding.  To the extent required by applicable law, the
                     -----------
Company may withhold amounts for or on account of any taxes imposed or levied by
or  on  behalf  of any taxing authority in the United States having jurisdiction
over  the  Company  from  any  payments  made  pursuant  to  this  Debenture.

     SECTION  7.4     Transmittal  of  Notices.  Except  as  may  be  otherwise
                      ------------------------
provided  herein,  any  notice  or  other  communication or delivery required or
permitted  hereunder  shall  be in writing and shall be delivered personally, or
sent  by  telecopier  machine  or  by  a nationally recognized overnight courier
service,  and  shall  be  deemed  given  when  so  delivered  personally,  or by
telecopier  machine  or  overnight  courier  service  as  follows:


          (1)     if  to  the  Company,  to:

                  Thinka  Weight-Loss  Corporation
                  18201  Von  Karman  Avenue,  Suite  1170
                  Irvine,  CA  92612
                  Telephone:     949-975-0077
                  Facsimile:     949-975-1177

                  with  a  copy  to:

                  LEE  GODDARD  LLP
                  18500  Von  Karman  Avenue,  Suite  700
                  Irvine,  CA  92612
                  Attn:     Raymond  A.  Lee
                  Telephone:     949-253-0500
                  Facsimile:     949-253-0505


          (2)     if  to  the  Holder,  to:

                  La  Jolla  Cove  Investors,  Inc.
                  7817  Herschel  Avenue,  Suite  200
                  La  Jolla,  California  92037
                  Telephone:     858-551-8789
                  Facsimile:     858-551-0987

Each  of  the  Holder  or the Company may change the foregoing address by notice
given  pursuant  to  this  Section  7.4.

     SECTION  7.5     Attorneys'  Fees.  Should  any  party  hereto  employ  an
                      ----------------
attorney  for  the  purpose  of  enforcing  or construing this Agreement, or any
judgment  based on this Agreement, in


                                       13
<PAGE>
any  legal proceeding whatsoever, including insolvency, bankruptcy, arbitration,
declaratory  relief  or other litigation, the prevailing party shall be entitled
to  receive  from  the  other  party  or  parties  thereto reimbursement for all
reasonable  attorneys'  fees and all reasonable costs, including but not limited
to  service  of  process,  filing  fees,  court  and  court  reporter  costs,
investigative  costs,  expert  witness  fees, and the cost of any bonds, whether
taxable or not, and that such reimbursement shall be included in any judgment or
final  order  issued  in that proceeding. The "prevailing party" means the party
determined  by  the  court to most nearly prevail and not necessarily the one in
whose  favor  a  judgment  is  rendered.

     SECTION  7.6  Governing  Law.  This  Debenture  shall  be  governed by, and
                   --------------
construed  in  accordance  with,  the  laws  of the State of California (without
giving effect to conflicts of laws principles). With respect to any suit, action
or  proceedings  relating  to this Debenture, the Company irrevocably submits to
the  exclusive  jurisdiction of the courts of the State of California sitting in
San  Diego and the United States District Court located in the City of San Diego
and  hereby waives, to the fullest extent permitted by applicable law, any claim
that  any  such  suit,  action or proceeding has been brought in an inconvenient
forum. Subject to applicable law, the Company agrees that final judgment against
it  in  any  legal  action  or  proceeding  arising  out  of or relating to this
Debenture  shall  be  conclusive  and  may be enforced in any other jurisdiction
within or outside the United States by suit on the judgment, a certified copy of
which  judgment  shall  be  conclusive  evidence  thereof  and the amount of its
indebtedness,  or  by  such  other  means  provided  by  law.

     SECTION 7.7     Headings. The headings of the Articles and Sections of this
                     --------
Debenture are inserted for convenience only and do not constitute a part of this
Debenture.

     SECTION  7.8     Payment Dates. Whenever any payment hereunder shall be due
                      -------------
on  a  day  other  than  a  Business Day, such payment shall be made on the next
succeeding  Business  Day.

     SECTION  7.9     Binding  Effect.  Each  Holder by accepting this Debenture
                      ---------------
agrees  to  be  bound  by  and  comply  with  the  terms  and provisions of this
Debenture.

     SECTION  7.10     No  Stockholder  Rights,  Except  as  otherwise  provided
                       -----------------------
herein,  this  Debenture  shall not entitle the Holder to any of the rights of a
stockholder of the Company, including, without limitation, the right to vote, to
receive  dividends  and  other distributions, or to receive any notice of, or to
attend, meetings of stockholders or any other proceedings of the Company, unless
and  to  the extent converted into shares of Common Stock in accordance with the
terms  hereof.

     SECTION  7.11     Facsimile  Execution. Facsimile execution shall be deemed
                       --------------------
originals.


                                       14
<PAGE>
     IN  WITNESS  WHEREOF, the Company has caused this Debenture to be signed by
its  duly  authorized  officer  on  the  date  of  this  Debenture.




                                     Thinka  Weight-Loss  Corporation



                                     By:______________________________

                                      Title:______________________________


                                       15
<PAGE>
                                    EXHIBIT A
                           DEBENTURE CONVERSION NOTICE


TO:     Thinka  Weight-Loss  Corporation



     The undersigned owner of this 8% Convertible Debenture due January 29, 2005
(the  "DEBENTURE")  issued  by  Thinka  Weight-Loss  Corporation (the "COMPANY")
hereby  irrevocably exercises its option to convert $ _________ Principal Amount
of  the  Debenture  [and accrued and unpaid interest thereon to the date of this
Notice]  into  shares  of  Common  Stock  in  accordance  with  the terms of the
Debenture.  The  undersigned hereby instructs the Company to convert the portion
of  the  Debenture  specified  above  into  shares  of  Common  Stock  Issued at
Conversion  in accordance with the provisions of Article 3 of the Debenture. The
undersigned  directs that the Common Stock and certificates therefor deliverable
upon  conversion,  the  Debenture  reissued  in  the  Principal Amount not being
surrendered  for  conversion  hereby,  [the  check  or shares of Common Stock in
payment  of the accrued and unpaid interest thereon to the date of this Notice,]
together with any check in payment for fractional Common Stock, be registered in
the name of and/or delivered to the undersigned unless a different name has been
indicated  below.  All  capitalized  terms  used and not defined herein have the
respective  meanings  assigned to them in the Debenture. The conversion pursuant
hereto  shall  be deemed to have been effected at the date and time specified in
the Debenture, and at such time the rights of the undersigned as a Holder of the
Principal  Amount of the Debenture set forth above shall cease and the Person or
Persons  in  whose  name or names the Common Stock Issued at Conversion shall be
registered shall be deemed to have become the holder or holders of record of the
Common  Shares  represented  thereby  and all voting and other rights associated
with the beneficial ownership of such Common Shares shall at such time vest with
such  Person  or  Persons.

Date and time:____________________________

__________________________________________

By:_______________________________________

Title:____________________________________

Fill in for registration of Debenture:
Please print name and address
(including ZIP code number):


__________________________________________
__________________________________________
__________________________________________


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