REGISTRATION RIGHTS AGREEMENT

     Registration  Rights  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 Ave.,
Suite  1170, Irvine, CA 92612 (the "COMPANY"), and La Jolla Cove Investors, Inc.
(the  "INITIAL  INVESTOR").

     WHEREAS,  upon  the  terms  and subject to the conditions of the Securities
Purchase  Agreement  dated  as  of  January 29, 2003, by and between the Initial
Investor  and the Company (the "SECURITIES PURCHASE AGREEMENT"), the Company has
agreed  to  issue  and  sell to the Initial Investor an 8% Convertible Debenture
(the  "DEBENTURE")  of the Company in the aggregate principal amount of $300,000
which,  upon  the  terms  of and subject to the conditions contained therein, is
convertible into shares of the Company's Common Stock (the "COMMON STOCK") ; and

     WHEREAS,  to  induce  the  Initial  Investor  to  execute  and  deliver the
Securities Purchase Agreement, the Company has agreed to provide with respect to
the  Common Stock issued upon conversion of the Debenture and the Warrant Shares
certain  registration  rights  under  the  Securities  Act;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein,  the  parties  hereto,  intending to be legally bound, hereby
agree  as  follows:

     1.     Definitions

     (A)                    As used in this Agreement, the following terms shall
have  the  meanings:

               (1)     "AFFILIATE"  of  any  specified  Person  means  any other
Person  who  directly,  or  indirectly through one or more intermediaries, is in
control  of,  is  controlled by, or is under common control with, such specified
Person.  For  purposes  of this definition, control of a Person means the power,
directly  or  indirectly, to direct or cause the direction of the management and
policies of such Person whether by contract, securities, ownership or otherwise;
and  the  terms  "CONTROLLING"  and  "CONTROLLED"  have  the respective meanings
correlative  to  the  foregoing.

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

               (3)     "COMMISSION"  means  the  Securities  and  Exchange
Commission.

               (4)     "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as  amended,  and the rules and regulations of the Commission thereunder, or any
similar  successor  statute.

               (5)     "INVESTOR" means each of the  Initial  Investor  and  any
transferee or assignee of Registrable Securities which agrees to become bound by
all  of  the terms and provisions of this Agreement in accordance with Section 8
hereof.


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<PAGE>
               (6)     "PERSON" means any individual,  partnership, corporation,
limited  liability  company,  joint  stock  company,  association,  trust,
unincorporated  organization, or a government or agency or political subdivision
thereof.

               (7)     "PROSPECTUS"  means  the  prospectus  (including, without
limitation,  any  preliminary prospectus and any final prospectus filed pursuant
to Rule 424(b) under the Securities Act, including any prospectus that discloses
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  on  Rule  430A  under the Securities Act)
included  in  the  Registration  Statement,  as  amended  or supplemented by any
prospectus  supplement  with respect to the terms of the offering of any portion
of  the  Registrable Securities covered by the Registration Statement and by all
other  amendments  and  supplements  to  such prospectus, including all material
incorporated  by  reference in such prospectus and all documents filed after the
date  of  such prospectus by the Company under the Exchange Act and incorporated
by  reference  therein.

               (8)     "PUBLIC OFFERING"  means  an  offer  registered  with the
Commission  and  the  appropriate state securities commissions by the Company of
its  Common  Stock  and  made  pursuant  to  the  Securities  Act.

               (9)     "REGISTRABLE SECURITIES" means the Common Stock issued or
issuable  (i)  upon  conversion or redemption of the Debenture, (ii) exercise of
the  Conversion  Warrants  (iii)  pursuant  to  the  terms and provisions of the
Debenture  or  the  Securities Purchase Agreement, provided, however, a share of
                                                   --------  -------
Common  Stock  shall  cease  to  be  a Registrable Security for purposes of this
Agreement  when  it  no  longer  is  a  Restricted  Security.

               (10)     "REGISTRATION  STATEMENT" means a registration statement
of  the  Company filed on an appropriate form under the Securities Act providing
for  the  registration  of, and the sale on a continuous or delayed basis by the
Initial  Investor  pursuant  to Rule 415 under the Securities Act, including the
Prospectus  contained therein and forming a part thereof, any amendments to such
registration  statement  and supplements to such Prospectus, and all exhibits to
and  other material incorporated by reference in such registration statement and
Prospectus.

               (11)     "RESTRICTED SECURITY" means  any  share  of Common Stock
issued upon conversion or redemption of the Debenture or Warrant except any such
share  that  (i)  has  been  registered  pursuant  to  an effective registration
statement  under  the  Securities  Act  and sold in a manner contemplated by the
prospectus included in such registration statement, (ii) has been transferred in
compliance  with  the resale provisions of Rule 144 under the Securities Act (or
any successor provision thereto) or is transferable pursuant to paragraph (k) of
Rule  144 under the Securities Act (or any successor provision thereto) or (iii)
otherwise  has  been  transferred and a new share of Common Stock not subject to
transfer  restrictions  under  the  Securities  Act  has been delivered by or on
behalf  of  the  Company.

               (12)     "SECURITIES  ACT" means the Securities  Act  of 1933, as
amended,  and  the  rules  and  regulations of the Commission thereunder, or any
similar  successor  statute.

          (B)     All  capitalized  terms  used  and  not  defined  herein  have
the  respective meaning assigned to them in the Securities Purchase Agreement or
the  Debenture.


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<PAGE>
     2.     Registration
            ------------

     (A)     FILING  AND  EFFECTIVENESS  OF REGISTRATION STATEMENT.  The Company
shall prepare and file with the Commission as soon as practicable a Registration
Statement relating to the offer and sale of the Registrable Securities and shall
use  its  best  efforts  to  cause  the  Commission to declare such Registration
Statement  effective  under the Securities Act as promptly as practicable but in
no  event later than ninety (90) days after the Closing Date.  The Company shall
promptly (and, in any event, no more than one (1) business day after it receives
comments  from  the  Commission),  notify  the Buyer when and if it receives any
comments  from the Commission on the Registration Statement and promptly forward
a  copy  of  such  comments, if they are in writing, to the Buyer.  At such time
after  the filing of the Registration Statement pursuant to this Section 2(A) as
the  Commission  indicates,  either orally or in writing, that it has no further
comments  with  respect  to such Registration Statement or that it is willing to
entertain  appropriate  requests  for  acceleration  of  effectiveness  of  such
Registration  Statement,  the Company shall promptly, and in no event later than
two  (2)  business  days  after  receipt of such indication from the Commission,
request  that  the  effectiveness  of such Registration Statement be accelerated
within  forty-eight (48) hours of the Commission's receipt of such request.  The
Company  shall  notify  the  Initial  Investor  by  written  notice  that  such
Registration  Statement has been declared effective by the Commission within one
(1)  business  day  of  such  declaration  by  the  Commission.

     (B)     ELIGIBILITY  FOR USE OF FORM S-3 OR AN SB-2.  The Company shall, if
available  to the Company, use the Securities Act Registration Statement on Form
S-3  or  SB-2 and it shall file all reports and information required to be filed
by  it  with the Commission in a timely manner and take all such other action so
as  to  maintain  such  eligibility  for  the  use  of  such  form.

     (C)     ADDITIONAL REGISTRATION STATEMENT.  In the event the Current Market
Price  declines  to  a  price  per share the result of which is that the Company
cannot  satisfy  its  conversion  obligations to Initial Investor hereunder, the
Company  shall,  to  the  extent  required  by  the  Securities Act (because the
additional  shares were not covered by the Registration Statement filed pursuant
to  Section  2(a)),  as  reasonably  determined by the Initial Investor, file an
additional Registration Statement with the Commission for such additional number
of  Registrable Securities as would be issuable upon conversion of the Debenture
(the  "ADDITIONAL  REGISTRABLE  SECURITIES")  in  addition  to  those previously
registered.  The Company shall, to the extent required by the Securities Act, as
reasonably  determined  by  the  Initial  Investor,  prepare  and  file with the
Commission  not  later  than  the  30th day thereafter, a Registration Statement
relating  to  the  offer  and sale of such Additional Registrable Securities and
shall  use its best efforts to cause the Commission to declare such Registration
Statement  effective under the Securities Act as promptly as practicable but not
later  than  90  days  thereafter.  The  Company  shall  not  include  any other
securities  in the Registration Statement relating to the offer and sale of such
Additional  Registrable  Securities.

     (D)     (i)   If  the  Company  proposes to register any of its warrants,
Common  Stock  or  any  other  shares  of  common stock of the Company under the
Securities  Act  (other  than  a  registration  (A)  on  Form  S-8 or S-4 or any
successor  or similar forms, (B) relating to Common Stock or any other shares of
common  stock of the Company issuable upon exercise of employee share options or
in connection with any employee benefit or similar plan of the Company or (C) in
connection  with  a  direct  or  indirect  acquisition by the Company of another


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<PAGE>
Person  or  any  transaction  with  respect  to which Rule 145 (or any successor
provision)  under  the  Securities Act applies), whether or not for sale for its
own account, it will each such time, give prompt written notice at least 20 days
prior  to  the anticipated filing date of the registration statement relating to
such  registration to the Initial Investor, which notice shall offer the Initial
Investor  the  opportunity to include in such registration statement such number
of Registrable Securities as the Initial Investor may request.  Upon the written
request  of the Initial Investor made within 10 days after the receipt of notice
from  the  Company  (which  request  shall  specify  the  number  of Registrable
Securities intended to be disposed of by the Initial Investor), the Company will
use  its best efforts to effect the registration under the Securities Act of all
Registrable Securities that the Company has been so requested to register by the
Initial  Investor,  to  the  extent  requisite  to permit the disposition of the
Registrable  Securities so to be registered; provided, however, that (A) if such
                                             --------  -------
registration  involves  a  Public  Offering,  the Initial Investor must sell its
Registrable  Securities  to any underwriters selected by the Company on the same
terms  and  conditions  as  apply  to  the Company and (B) if, at any time after
giving  written  notice  of its intention to register any Registrable Securities
pursuant  to  this Section 2 and prior to the effective date of the registration
statement  filed  in  connection  with  such  registration,  the  Company  shall
determine  for  any  reason  not  to  register  such Registrable Securities, the
Company  shall give written notice to the Initial Investor and, thereupon, shall
be  relieved  of  its  obligation  to  register  any  Registrable  Securities in
connection with such registration.  The Company's obligations under this Section
2(D)  shall terminate on the date that the registration statement to be filed in
accordance  with  Section  2(A)  is  declared  effective  by  the  Commission.

               (ii)     If  a  registration  pursuant  to  this  Section  2(D)
involves  a  Public  Offering  and  the managing underwriter thereof advises the
Company that, in its view, the number of shares of Common Stock that the Company
and  the  Initial  Investor  intend  to include in such registration exceeds the
largest  number  of  shares  of  Common Stock that can be sold without having an
adverse  effect  on  such  Public  Offering  (the  "MAXIMUM OFFERING SIZE"), the
Company  will  include in such registration only such number of shares of Common
Stock  as does not exceed the Maximum Offering Size, and the number of shares in
the  Maximum  Offering  Size  shall  be allocated among the Company, the Initial
Investor  and  any  other  sellers  of  Common  Stock  in  such  Public Offering
("THIRD-PARTY SELLERS"), on the basis of the relative number of shares of Common
Stock originally proposed to be offered for sale under such registration by each
of  the  Initial Investors, the Company and the Third-Party Sellers, as the case
may be. If as a result of the proration provisions of this Section 2(D)(ii), the
Initial  Investor  is not entitled to include all such Registrable Securities in
such  registration,  the  Initial  Investor may elect to withdraw its request to
include  any  Registrable  Securities  in  such  registration.  With  respect to
registrations  pursuant  to this Section 2(D), the number of securities required
to  satisfy any underwriters' over-allotment option shall be allocated among the
Company,  the Initial Investors and any Third Party Seller pro rata on the basis
of the relative number of securities offered for sale under such registration by
each  of  the  Initial  Investor,  the  Company and any such Third Party Sellers
before  the  exercise  of  such  over-allotment  option.

          3.     Obligations  of  the  Company
                 -----------------------------

     In  connection  with  the  registration  of the Registrable Securities, the
Company  shall:

          (A)     Promptly  (i)  prepare  and  file  with  the  Commission  such
amendments  (including  post-effective amendments) to the Registration Statement
and  supplements  to the


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<PAGE>
Prospectus  as  may be necessary to keep the Registration Statement continuously
effective and in compliance with the provisions of the Securities Act applicable
thereto  so  as  to permit the Prospectus forming part thereof to be current and
useable by the Initial Investors for resales of the Registrable Securities for a
period  of  three (3) years from the date on which the Registration Statement is
first  declared  effective  by  the  Commission  (the  "EFFECTIVE TIME") or such
shorter  period  that will terminate when all the Registrable Securities covered
by the Registration Statement have been sold pursuant thereto in accordance with
the  plan  of  distribution  provided in the Prospectus, transferred pursuant to
Rule  144  under  the  Securities  Act or otherwise transferred in a manner that
results  in  the delivery of new securities not subject to transfer restrictions
under  the  Securities  Act (the "REGISTRATION PERIOD") and (ii) take all lawful
action  such  that  each  of  (A)  the  Registration Statement and any amendment
thereto  does  not,  when it becomes effective, contain an untrue statement of a
material  fact or omit to state a material fact required to be stated therein or
necessary  to make the statements therein, not misleading and (B) the Prospectus
forming  part  of  the  Registration  Statement, and any amendment or supplement
thereto,  does  not at any time during the Registration Period include an untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated  therein  or  necessary  to  make the statements therein, in light of the
circumstances  under  which  they  were  made,  not  misleading;

          (B)     During the Registration  Period,  comply with  the  provisions
of  the Securities Act with respect to the Registrable Securities of the Company
covered by the Registration Statement until such time as all of such Registrable
Securities  have  been  disposed  of  in accordance with the intended methods of
disposition  by the Initial Investor as set forth in the Prospectus forming part
of  the  Registration  Statement;

          (C)     (i)  Prior  to  the  filing  with  the  Commission  of  any
Registration  Statement  (including any amendments thereto) and the distribution
or  delivery  of any Prospectus (including any supplements thereto), provide (A)
draft  copies  thereof to the Initial Investor and reflect in such documents all
such comments as the Initial Investor (and their counsel) reasonably may propose
and  (B) to the Initial Investor a copy of the accountant's consent letter to be
included  in  the  filing  and  (ii)  furnish  to  the  Initial  Investor  whose
Registrable  Securities are included in the Registration Statement and its legal
counsel  identified  to the Company, (A) promptly after the same is prepared and
publicly distributed, filed with the Commission, or received by the Company, one
copy  of  the  Registration  Statement,  each  Prospectus, and each amendment or
supplement  thereto  and  (B)  such  number  of copies of the Prospectus and all
amendments  and  supplements  thereto  and  such other documents, as the Initial
Investor  may  reasonably  request in order to facilitate the disposition of the
Registrable  Securities  owned  by  the  Initial  Investor;

          (D)     (i) Register or qualify the Registrable Securities covered by
the  Registration  Statement  under  such  securities or "blue sky" laws of such
jurisdictions  as  the  Initial  Investor,  (ii)  prepare  and  file  in  such
jurisdictions  such  amendments  (including  post-effective  amendments)  and
supplements  to  such  registrations  and  qualifications as may be necessary to
maintain  the effectiveness thereof at all times during the Registration Period,
(iii)  take  all  such other lawful actions as may be necessary to maintain such
registrations  and qualifications in effect at all times during the Registration
Period  and  (iv)  take  all  such  other lawful actions reasonably necessary or
advisable  to qualify the Registrable Securities for sale in such jurisdictions;
provided,  however,  that  the  Company  shall  not  be  required  in connection
--------   -------
therewith  or  as  a  condition  thereto  to  (A)  qualify to do business in any
jurisdiction  where  it  would not otherwise be required to qualify but for this
Section 3(D), (B) subject itself to general taxation in any such jurisdiction or
(C)  file  a  general  consent  to  service of process in any such jurisdiction;


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<PAGE>
          (E)     As promptly as practicable after becoming aware of such event,
notify the Initial Investor of the occurrence of any event, as a result of which
the  Prospectus  included  in  the  Registration  Statement,  as then in effect,
includes  an  untrue  statement  of a material fact or omits to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light  of  the circumstances under which they were made, not misleading, and
promptly  prepare  an  amendment to the Registration Statement and supplement to
the  Prospectus  to  correct  such  untrue  statement or omission, and deliver a
number of copies of such supplement and amendment to the Initial Investor as the
Initial  Investor  may  reasonably  request;

          (F)     As promptly as practicable after becoming aware of such event,
notify  the Initial Investor who holds Registrable Securities being sold (or, in
the  event  of  an  underwritten  offering,  the  managing  underwriters) of the
issuance  by  the  Commission  of  any  stop  order  or  other suspension of the
effectiveness  of  the  Registration Statement at the earliest possible time and
take  all  lawful  action to effect the withdrawal, recession or removal of such
stop  order  or  other  suspension;

          (G)     Cause  all  the  Registrable  Securities  covered  by  the
Registration  Statement  to  be  listed  on  the  principal  national securities
exchange,  and  included  in  an  inter-dealer  quotation system of a registered
national  securities association, on or in which securities of the same class or
series  issued  by  the  Company  are  then  listed  or  included;

          (H)     Maintain a transfer agent and registrar, which may be a single
entity,  for the Registrable Securities not later than the effective date of the
Registration  Statement;

          (I)     Cooperate with  the  Initial Investor to facilitate the timely
preparation  and  delivery  of certificates for the Registrable Securities to be
offered  pursuant to the registration statement and enable such certificates for
the  Registrable  Securities to be in such denominations or amounts, as the case
may  be,  as  the Initial Investor reasonably may request and registered in such
names  as  the Investor may request; and, within three (3) business days after a
registration  statement  which  includes  Registrable  Securities  is  declared
effective  by  the  Commission,  deliver and cause legal counsel selected by the
Company  to  deliver  to the transfer agent for the Registrable Securities (with
copies  to  the  Initial  Investor if the Registrable Securities are included in
such  registration  statement)  an  appropriate  instruction  and, to the extent
necessary,  an  opinion  of  such  counsel;

          (J)     Take  all  such  other  lawful actions reasonably necessary to
expedite  and  facilitate  the  disposition  by  the  Initial  Investor  of  its
Registrable Securities in accordance with the intended methods therefor provided
in  the  Prospectus  which  are  customary  under  the  circumstances;

          (K)     In the event of an underwritten  offering, promptly include or
incorporate  in  a  Prospectus  supplement  or  post-effective  amendment to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all  required  filings of such Prospectus supplement or post-effective amendment
as  soon  as  practicable  after it is notified of the matters to be included or
incorporated  in  such  Prospectus  supplement  or  post-effective  amendment;

          (L)     (i)  Make reasonably available for inspection by  the  Initial
Investor,  any  underwriter  participating  in  any  disposition pursuant to the
Registration  Statement, and any


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<PAGE>
attorney, accountant or other agent retained by the Initial Investor or any such
underwriter  all  relevant  financial  and  other  records,  pertinent corporate
documents and properties of the Company and its subsidiaries, and (ii) cause the
Company's officers, directors and employees to supply all information reasonably
requested  by the Initial Investor or any such underwriter, attorney, accountant
or  agent  in  connection  with  the Registration Statement, in each case, as is
customary  for  similar  due diligence examinations; provided, however, that all
                                                     --------  -------
records,  information  and  documents  that  are  designated  in  writing by the
Company,  in good faith, as confidential, proprietary or containing any material
nonpublic information shall be kept confidential by the Initial Investor and any
such  underwriter,  attorney,  accountant  or  agent (pursuant to an appropriate
confidentiality  agreement in the case of any such holder or agent), unless such
disclosure  is  made  pursuant  to judicial process in a court proceeding (after
first  giving  the Company an opportunity promptly to seek a protective order or
otherwise  limit  the  scope  of  the  information sought to be disclosed) or is
required  by  law, or such records, information or documents become available to
the  public  generally  or  through  a  third  party  not  in  violation  of  an
accompanying  obligation of confidentiality; and provided, further, that, if the
                                                 --------  -------
foregoing  inspection  and  information  gathering  would  otherwise disrupt the
Company's  conduct  of  its  business, such inspection and information gathering
shall,  to  the maximum extent possible, be coordinated on behalf of the Initial
Investor  and the other parties entitled thereto by one firm of counsel designed
by  and  on behalf of the majority in interest of the Initial Investor and other
parties;

          (M)     In  connection with any underwritten offering, make such
representations  and  warranties  to  the Initial Investor participating in such
underwritten  offering  and to the managers, in form, substance and scope as are
customarily  made  by  the  Company  to  underwriters  in secondary underwritten
offerings;

          (N)     In connection with any underwritten offering, obtain opinions
of  counsel  to  the  Company  (which  counsel  and opinions (in form, scope and
substance)  shall  be  reasonably satisfactory to the managers) addressed to the
underwriters,  covering  such  matters  as  are  customarily covered in opinions
requested  in secondary underwritten offerings (it being agreed that the matters
to be covered by such opinions shall include, without limitation, as of the date
of  the  opinion  and  as of the Effective Time of the Registration Statement or
most  recent  post-effective  amendment thereto, as the case may be, the absence
from  the  Registration  Statement  and  the Prospectus, including any documents
incorporated  by reference therein, of an untrue statement of a material fact or
the  omission  of  a material fact required to be stated therein or necessary to
make  the  statements  therein  (in  the case of the Prospectus, in light of the
circumstances  under  which they were made) not misleading, subject to customary
limitations);

          (O)     In connection with  any  underwritten  offering, obtain "cold
comfort"  letters and updates thereof from the independent public accountants of
the  Company  (and, if necessary, from the independent public accountants of any
subsidiary  of  the  Company or of any business acquired by the Company, in each
case  for  which financial statements and financial data are, or are required to
be,  included  in  the  Registration  Statement),  addressed to each underwriter
participating  in  such  underwritten offering (if such underwriter has provided
such  letter,  representations  or documentation, if any, required for such cold
comfort  letter  to  be so addressed), in customary form and covering matters of
the  type  customarily  covered  in  "cold  comfort"  letters in connection with
secondary  underwritten  offerings;


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<PAGE>
          (P)     In connection with any underwritten offering, deliver such
documents  and  certificates  as  may be reasonably required by the managers, if
any,  and

          (Q)     In  the  event  that  any broker-dealer  registered under the
Exchange Act shall be an "AFFILIATE" (as defined in Rule 2729(b)(1) of the rules
and  regulations  of  the  National Association of Securities Dealers, Inc. (the
"NASD  RULES")  (or  any  successor  provision thereto)) of the Company or has a
"CONFLICT  OF INTEREST" (as defined in Rule 2720(b)(7) of the NASD Rules (or any
successor  provision  thereto))  and  such  broker-dealer  shall  underwrite,
participate  as a member of an underwriting syndicate or selling group or assist
in  the  distribution  of any Registrable Securities covered by the Registration
Statement,  whether  as  a  holder  of  such  Registrable  Securities  or  as an
underwriter,  a  placement  or  sales  agent  or  a  broker or dealer in respect
thereof,  or otherwise, the Company shall assist such broker-dealer in complying
with  the  requirements of the NASD Rules, including, without limitation, by (A)
engaging  a  "QUALIFIED INDEPENDENT UNDERWRITER" (as defined in Rule 2720(b)(15)
of  the  NASD  Rules (or any successor provision thereto)) to participate in the
preparation  of  the  Registration  Statement  relating  to  such  Registrable
Securities,  to exercise usual standards of due diligence in respect thereof and
to  recommend  the  public  offering  price  of such Registrable Securities, (B)
indemnifying  such  qualified  independent  underwriter  to  the  extent  of the
indemnification  of  underwriters provided in Section 6 hereof and (C) providing
such  information  to  such  broker-dealer  as may be required in order for such
broker-dealer  to  comply  with  the  requirements  of  the  NASD  Rules.

          4.     Obligations  of  the  Initial  Investor
                 ---------------------------------------

          In connection with the registration of the Registrable Securities, the
Initial  Investor  shall  have  the  following  obligations:

          (A)     It shall be a condition precedent to the obligations of the
Company  to complete the registration pursuant to this Agreement with respect to
the  Registrable  Securities  of a particular Investor that the Initial Investor
shall  furnish to the Company such information regarding itself, the Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of  such  Registrable  Securities and shall execute such documents in connection
with  such  registration  as  the  Company  may  reasonably  request;

          (B)     The  Initial  Investor  by  its acceptance of the Registrable
Securities  agrees  to  cooperate  with  the  Company  in  connection  with  the
preparation  and  filing  of  the  Registration  Statement hereunder, unless the
Initial  Investor has notified the Company in writing of its election to exclude
all  of  its  Registrable  Securities  from  the  Registration  Statement;  and

          (C)     The  Initial Investor  agrees that, upon receipt of any notice
from the Company of the occurrence of any event of the kind described in Section
3(E)  or  3(F),  it shall immediately discontinue its disposition of Registrable
Securities  pursuant  to  the  Registration  Statement covering such Registrable
Securities  until  the  Initial  Investor's  receipt  of  the  copies  of  the
supplemented  or  amended  Prospectus  contemplated  by  Section 3(E) and, if so
directed  by  the Company, the Initial Investor shall deliver to the Company (at
the expense of the Company) or destroy (and deliver to the Company a certificate
of  destruction)  all  copies  in  the  Initial  Investor's  possession,  of the
Prospectus  covering  such Registrable Securities current at the time of receipt
of  such  notice.


                                        8
<PAGE>
          5.     Expenses  of  Registration
                 --------------------------

          All  expenses,  other  than  underwriting  discounts  and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Section  3,  but  including,  without limitation, all registration, listing, and
qualifications  fees, printing and engraving fees, accounting fees, and the fees
and  disbursements  of  counsel  for the Company, and the reasonable fees of one
firm  of  counsel  to  the  holders of a majority in interest of the Registrable
Securities  shall  be  borne  by  the  Company.

          6.     Indemnification  and  Contribution
                 ----------------------------------

          (A)     INDEMNIFICATION BY THE  COMPANY.  The Company shall indemnify
and  hold  harmless  the  Initial  Investor  and each underwriter, if any, which
facilitates  the  disposition  of  Registrable  Securities,  and  each  of their
respective  officers  and  directors  and  each  person who controls the Initial
Investor  or  underwriter within the meaning of Section 15 of the Securities Act
or  Section 20 of the Exchange Act (each such person being sometimes hereinafter
referred  to  as  an  "INDEMNIFIED PERSON") from and against any losses, claims,
damages  or  liabilities, joint or several, to which such Indemnified Person may
become  subject  under  the Securities Act or otherwise, insofar as such losses,
claims,  damages  or liabilities (or actions in respect thereof) arise out of or
are  based  upon  an  untrue  statement  of  a material fact made by the Company
contained  in any Registration Statement or Prospectus or an omission or alleged
omission  to  state therein a material fact required to be stated therein by the
Company  or  necessary  to  make the statements made therein by the Company, not
misleading;  and  the Company hereby agrees to reimburse such Indemnified Person
for  all reasonable legal and other expenses incurred by them in connection with
investigating  or  defending  any such action or claim as and when such expenses
are  incurred;  provided,  however,  that the Company shall not be liable to any
                --------   -------
such  Indemnified  Person  in  any  such  case to the extent that any such loss,
claim,  damage  or  liability  arises  out  of  or  is  based upon (i) an untrue
statement  or  alleged  untrue  statement  made  in,  or  an omission or alleged
omission from, such Registration Statement or Prospectus in reliance upon and in
conformity with written information furnished to the Company by such Indemnified
Person  or  (ii) in the case of the occurrence of an event of the type specified
in  Section  3(E), the use by the Indemnified Person of an outdated or defective
Prospectus  after the Company has provided to such Indemnified Person an updated
Prospectus  correcting  the  untrue  statement  or  alleged  untrue statement or
omission  or  alleged  omission  giving  rise  to  such  loss,  claim, damage or
liability.

          (B)     NOTICE OF CLAIMS, ETC.  Promptly  after  receipt  by  a party
seeking  indemnification  pursuant to this Section 6 (an "INDEMNIFIED PARTY") of
written  notice  of  any  investigation,  claim,  proceeding  or other action in
respect  of  which  indemnification  is  being  sought  (each,  a  "CLAIM"), the
Indemnified  Party  promptly shall notify the party against whom indemnification
pursuant  to  this  Section  6 is being sought (the "INDEMNIFYING PARTY") of the
commencement thereof; but the omission to so notify the Indemnifying Party shall
not  relieve it from any liability that it otherwise may have to the Indemnified
Party, except to the extent that the Indemnifying Party is materially prejudiced
and  forfeits  substantive  rights  and  defenses  by reason of such failure. In
connection  with  any  Claim  as  to  which  both the Indemnifying Party and the
Indemnified  Party  are  parties,  the  Indemnifying  Party shall be entitled to
assume the defense thereof. Notwithstanding the assumption of the defense of any
Claim  by  the Indemnifying Party, the Indemnified Party shall have the right to
employ  separate  legal counsel and to participate in the defense of such Claim,
and  the  Indemnifying Party shall bear the

                                        9
<PAGE>
reasonable fees, out-of-pocket costs and expenses of such separate legal counsel
to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have
agreed  to  pay such fees, costs and expenses, (y) the Indemnified Party and the
Indemnifying  Party  shall  reasonably have concluded that representation of the
Indemnified  Party by the Indemnifying Party by the same legal counsel would not
be  appropriate  due  to actual or, as reasonably determined by legal counsel to
the  Indemnified  Party, potentially differing interests between such parties in
the  conduct  of  the  defense  of such Claim, or if there may be legal defenses
available  to  the  Indemnified  Party that are in addition to or disparate from
those  available  to  the Indemnifying Party or (z) the Indemnifying Party shall
have  failed  to employ legal counsel reasonably satisfactory to the Indemnified
Party  within  a  reasonable  period of time after notice of the commencement of
such  Claim.  If  the  Indemnified  Party  employs  separate  legal  counsel  in
circumstances  other  than  as  described  in clauses (x), (y) or (z) above, the
fees, costs and expenses of such legal counsel shall be borne exclusively by the
Indemnified  Party.  Except as provided above, the Indemnifying Party shall not,
in  connection  with  any Claim in the same jurisdiction, be liable for the fees
and  expenses  of  more  than  one  firm  of  counsel  for the Indemnified Party
(together  with  appropriate  local  counsel).  The Indemnified Party shall not,
without the prior written consent of the Indemnifying Party (which consent shall
not  unreasonably be withheld), settle or compromise any Claim or consent to the
entry  of  any  judgment  that  does not include an unconditional release of the
Indemnifying  Party from all liabilities with respect to such Claim or judgment.

          (C)     CONTRIBUTION.  If  the indemnification  provided  for  in this
Section  6  is  unavailable  to  or insufficient to hold harmless an Indemnified
Person  under  subsection (A) above in respect of any losses, claims, damages or
liabilities  (or  actions  in  respect  thereof)  referred to therein, then each
Indemnifying  Party  shall  contribute  to  the  amount  paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions  in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with  the statements or omissions which resulted in such losses, claims, damages
or  liabilities  (or  actions in respect thereof), as well as any other relevant
equitable  considerations.  The  relative  fault  of such Indemnifying Party and
Indemnified  Party  shall  be  determined  by  reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged  omission  to  state  a material fact relates to information supplied by
such  Indemnifying Party or by such Indemnified Party, and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement  or omission. The parties hereto agree that it would not be just
and  equitable  if contribution pursuant to this Section 6(D) were determined by
pro  rata  allocation  (even  if  the  Initial Investor or any underwriters were
treated  as  one  entity  for such purpose) or by any other method of allocation
which  does not take account of the equitable considerations referred to in this
Section  6(D). The amount paid or payable by an Indemnified Party as a result of
the  losses,  claims,  damages  or  liabilities  (or actions in respect thereof)
referred to above shall be deemed to include any legal or other fees or expenses
reasonably  incurred  by such Indemnified Party in connection with investigating
or  defending  any  such  action  or  claim.  No  person  guilty  of  fraudulent
misrepresentation  (within  the  meaning of Section 11(f) of the Securities Act)
shall  be  entitled  to  contribution from any person who was not guilty of such
fraudulent  misrepresentation.  The  obligations of the Initial Investor and any
underwriters  in  this Section 6(D) to contribute shall be several in proportion
to  the  percentage of Registrable Securities registered or underwritten, as the
case  may  be,  by  them  and  not  joint.


                                       10
<PAGE>
          (D)     Notwithstanding any other provision of this Section 6, in no
event  shall  any  (i) Investor be required to undertake liability to any person
under  this  Section  6  for  any  amounts in excess of the dollar amount of the
proceeds  to  be  received  by the Initial Investor from the sale of the Initial
Investor's  Registrable  Securities  (after  deducting  any  fees, discounts and
commissions  applicable  thereto)  pursuant  to any Registration Statement under
which  such Registrable Securities are to be registered under the Securities Act
and  (ii) underwriter be required to undertake liability to any Person hereunder
for  any  amounts  in  excess  of  the  aggregate  discount, commission or other
compensation  payable  to  such  underwriter  with  respect  to  the Registrable
Securities  underwritten  by  it  and  distributed  pursuant to the Registration
Statement.

          (E)     The obligations of the Company under this Section 6 shall be
in  addition  to  any  liability  which  the  Company  may otherwise have to any
Indemnified  Person  and  the  obligations  of any Indemnified Person under this
Section  6  shall  be in addition to any liability which such Indemnified Person
may  otherwise  have to the Company. The remedies provided in this Section 6 are
not  exclusive and shall not limit any rights or remedies which may otherwise be
available  to  an  indemnified  party  at  law  or  in  equity.

          7.     Rule  144
                 ---------

          With  a  view to making available to the Initial Investor the benefits
of  Rule 144 under the Securities Act or any other similar rule or regulation of
the  Commission  that  may  at  any  time  permit  the  Initial Investor to sell
securities  of  the Company to the public without registration ("RULE 144"), the
Company  agrees  to  use  its  best  efforts  to:

          (1)     comply with  the  provisions  of paragraph (c) (1) of Rule 144
and

          (2)     file with the Commission in a  timely  manner all reports and
other  documents  required  to be filed by the Company pursuant to Section 13 or
15(d)  under  the  Exchange  Act; and, if at any time it is not required to file
such  reports  but in the past had been required to or did file such reports, it
will,  upon  the  request  of  any Investor, make available other information as
required  by,  and  so  long  as  necessary  to permit sales of, its Registrable
Securities  pursuant  to  Rule  144.

          8.     Assignment
                 ----------

          The  rights  to  have  the  Company  register  Registrable  Securities
pursuant  to  this  Agreement  shall  not  be  assigned.

          9.     Amendment  and  Waiver
                 ----------------------

          Any  provision  of  this  Agreement  may be amended and the observance
thereof  may  be waived (either generally or in a particular instance and either
retroactively  or  prospectively),  only with the written consent of the Company
and  Initial  Investor  who  hold  a  majority-in-interest  of  the  Registrable
Securities.  Any  amendment or waiver effected in accordance with this Section 9
shall  be  binding  upon  the  Initial  Investor  and  the  Company.


                                       11
<PAGE>
          10.     Changes  in  Common  Stock
                  --------------------------

          If,  and as often as, there are any changes in the Common Stock by way
of  stock split, stock dividend, reverse split, combination or reclassification,
or  through merger, consolidation, reorganization or recapitalization, or by any
other  means,  appropriate adjustment shall be made in the provisions hereof, as
may be required, so that the rights and privileges granted hereby shall continue
with  respect  to  the  Common  Stock  as  so  changed.

          11.     Miscellaneous
                  -------------

          (A)     A  person  or  entity  shall  be  deemed  to  be  a  holder of
Registrable  Securities  whenever  such  person  or  entity  owns of record such
Registrable  Securities.  If  the  Company  receives  conflicting  instructions,
notices  or  elections  from two or more persons or entities with respect to the
same  Registrable  Securities,  the  Company  shall  act  upon  the  basis  of
instructions,  notice  or  election  received  from the registered owner of such
Registrable  Securities.

          (B)     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  Buyer,  to:

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


                                       12
<PAGE>
The  Company  or the Initial Investor may change the foregoing address by notice
given  pursuant  to  this  Section  11(C).

          (C)     Failure  of  any  party  to exercise any right or remedy under
this  Agreement  or  otherwise,  or delay by a party in exercising such right or
remedy,  shall  not  operate  as  a  waiver  thereof.

          (D)     This  Agreement  shall  be  governed  by  and  interpreted  in
accordance  with  the  laws  of  the  State  of  California. Each of the parties
consents to the jurisdiction of the federal courts whose districts encompass any
part  of  the  City  of San Diego or the state courts of the State of California
sitting  in  the  City of San Diego in connection with any dispute arising under
this  Agreement  and  hereby waives, to the maximum extent permitted by law, any
objection including any objection based on forum non conveniens, to the bringing
of  any  such  proceeding  in  such  jurisdictions.

          (E)     Should  any party hereto employ an attorney for the purpose of
enforcing or construing this Agreement, or any judgment based on this Agreement,
in  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.

          (F)     The remedies provided in this Agreement are cumulative and not
exclusive  of  any remedies provided by law. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set  forth  herein  shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall  use their best efforts to find and employ an alternative means to
achieve  the  same or substantially the same result as that contemplated by such
term,  provision,  covenant or restriction. It is hereby stipulated and declared
to  be  the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may  be  hereafter  declared  invalid,  illegal,  void  or  unenforceable.

          (G)     The Company shall not  enter  into  any agreement with respect
to its securities that is inconsistent with the rights granted to the holders of
Registrable  Securities  in  this  Agreement  or  otherwise  conflicts  with the
provisions  hereof.  The  Company  is  not  currently  a  party to any agreement
granting  any  registration  rights with respect to any of its securities to any
person  which  conflicts  with  the Company's obligations hereunder or gives any
other  party  the  right to include any securities in any Registration Statement
filed  pursuant  hereto,  except  for  such  rights  and  conflicts as have been
irrevocably  waived.  Without  limiting the generality of the foregoing, without
the  written consent of the holders of a majority in interest of the Registrable
Securities, the Company shall not grant to any person the right to request it to
register  any  of  its  securities under the Securities Act unless the rights so
granted  are  subject  in  all  respect  to  the  prior rights of the holders of
Registrable  Securities  set  forth herein, and are not otherwise in conflict or
inconsistent  with  the  provisions  of  this Agreement. The restrictions on the


                                       13
<PAGE>
Company's  rights  to  grant  registration  rights  under  this  paragraph shall
terminate on the date the Registration Statement to be filed pursuant to Section
2(A)  is  declared  effective  by  the  Commission.

          (H)     This  Agreement,  the  Securities  Purchase  Agreement,  the
Debenture and the Conversion Warrants Agreement, of even date herewith among the
Company  and  the  Initial  Investor  constitute  the entire agreement among the
parties  hereto  with  respect  to  the  subject  matter  hereof.  There  are no
restrictions,  promises,  warranties or undertakings, other than those set forth
or  referred  to  herein.  These  Agreements  supersede all prior agreements and
undertakings among the parties hereto with respect to the subject matter hereof.

          (I)     Subject  to  the  requirements  of  Section  8  hereof,  this
Agreement  shall  inure to the benefit of and be binding upon the successors and
assigns  of  each  of  the  parties  hereto.

          (J)     All  pronouns  and  any  variations  thereof  refer  to  the
masculine,  feminine  or neuter, singular or plural, as the context may require.

          (K)     The  headings  in  this  Agreement  are  for  convenience  of
reference  only  and  shall  not  limit or otherwise affect the meaning thereof.

          (L)     The  Company  acknowledges  that any failure by the Company to
perform its obligations under Section 3, or any delay in such performance, could
result in direct damages to the Initial Investor and the Company agrees that, in
addition  to  any  other  liability  the  Company may have by reason of any such
failure  or  delay, the Company shall be liable for all direct damages caused by
such  failure  or  delay.

          (M)     This Agreement  may be executed in counterparts, each of which
shall  be deemed an original but both of which shall constitute one and the same
agreement.  A facsimile transmission of this signed Agreement shall be legal and
binding  on  the  parties  hereto.


     IN  WITNESS  WHEREOF, the parties hereto have duly caused this Agreement to
be  executed  and  delivered  on  the  date  first  above  written.

                                   Thinka  Weight-Loss  Corporation

                                   By:  /s/ Derek R. Van Laare
                                      --------------------------
                                        Name:  Derek R. Van Laare
                                        Title: President

                                   La  Jolla Cove Investors, Inc.

                                   By:  /s/ Travis Huff
                                      -----------------
                                        Name:  Travis Huff
                                        Title: Portfolio Manager


                                       14
<PAGE>