WARRANT TO PURCHASE COMMON STOCK
                              (CONVERSION WARRANTS)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT
AND  NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933, AS AMENDED NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED, OR
OTHERWISE  TRANSFERRED  WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT
OR  PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY  AND  ITS  COUNSEL  THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT
MUST  BE  SURRENDERED  TO  THE  COMPANY  OR  ITS  TRANSFER  AGENT AS A CONDITION
PRECEDENT  TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN THIS WARRANT
OR  THE  SHARES  ISSUABLE  HEREUNDER.


Issuer:     Thinka  Weight-Loss  Corporation
Class  of  Stock:  Common  Stock
Issue  Date:  January  29,  2003
Expiration  Date:  January  29,  2006

     THIS  WARRANT  TO  PURCHASE  COMMON  STOCK is being issued pursuant to that
certain Securities Purchase Agreement dated as of the date hereof (the "Purchase
Agreement")  between  Thinka  Weight-Loss Corporation, a Nevada corporation (the
"Company")  and  La  Jolla  Cove  Investors,  Inc.  ("Holder").

     The  Company  hereby  grants to Holder the right to purchase that number of
shares of the Company's Common Stock (the "Shares" or "Warrant Shares") equal to
five  (5)  times the number of shares of Common Stock issued to Holder from time
to  time pursuant to the conversion of the Debenture (as such term is defined in
the  Purchase  Agreement). For avoidance of doubt, this Warrant may be exercised
concurrently with or subsequent to the issuance of a Conversion Notice under the
Debenture.  The  date  that  the  Holder  issues  a  Conversion Notice under the
Debenture  is  hereafter referred to as the "Conversion Date." Defined terms not
defined  herein shall have the meanings ascribed to them in the Debenture or the
Purchase  Agreement.

     This  Warrant  shall  expire and Holder shall no longer be able to purchase
the  Warrant  Shares  on  January  29,  2006.

                                    ARTICLE 1
                                    EXERCISE
                                    --------

          1.1 Method of Exercise. Holder may exercise this Warrant by delivering
              ------------------
a duly executed Warrant Notice of Exercise in substantially the form attached as
Appendix 1 to the principal office of the Company, along with a check payable to
----------
the  Company  for  the  aggregate Exercise Price for the Shares being purchased.


                                        1
<PAGE>
          1.2  Delivery  of  Certificate  and  New  Warrant.  As  promptly  as
               --------------------------------------------
practicable  after  the  receipt  of  the Warrant Notice of Exercise, but in any
event  not  more than three (3) Business Days after the Company's receipt of the
Warrant  Notice  of Exercise, the Company shall issue the Shares and cause to be
mailed  for  delivery  by  overnight  courier,  or  if  a Registration Statement
covering  the  Shares  has  been  declared  effective  by  the  SEC  cause to be
electronically  transferred,  to  Holder  a  certificate representing the Shares
acquired  and, if this Warrant has not been fully exercised and has not expired,
a  new  Warrant substantially in the form of this Warrant representing the right
to  acquire  the  portion  of  the  Shares  not  so  acquired.

          1.3  Replacement  of  Warrants.  On  receipt  of  evidence  reasonably
               -------------------------
satisfactory  to  the  Company  of the loss, theft, destruction or mutilation of
this  Warrant  and, in the ease of loss, theft or destruction, on delivery of an
indemnity  agreement  reasonably  satisfactory in form and amount to the Company
or,  in  the  case of mutilation, or surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new  warrant  of  like  tenor.

          1.4  Exercise  Price.  As  to  the  Warrants  associated with $250,000
               ---------------
Principal  Amount  of the Debenture, the Exercise Price of this Warrant shall be
the  lesser of (a) $1.00; or (b) eighty percent (80%) of the lowest Market Price
during  the  twenty  (20)  Trading  Days  prior to Holder's election to exercise
("Discount  Multiplier");  and  as  to  the  Warrants  associated  with  $50,000
Principal Amount of the Debenture, the Exercise Price shall be the lesser of (c)
$0.20;  or (d) eighty percent (80%) of the lowest Market Price during the twenty
(20)  Trading  Days  prior  to  Holder's  election  to  exercise  ("Discount
Multiplier"),  provided,  that  in the event that the Registration Statement has
not  been  declared  effective  by  the  SEC  by the Deadline, then the Discount
Multiplier  shall decrease by three percent (3%) for each month or partial month
occurring  after  the  Deadline  that  the  Registration  Statement has not been
declared  effective  by  the  SEC. It shall be at Holder's sole discretion as to
which  portion  of  the  Warrants  are  exercised  at  any  particular  time.

          1.5  Certification  of  Buyer.  Unless  a  registration  statement  is
               ------------------------
effective  for  the  issuance of the Warrant Shares on the Conversion Date, then
Buyer  shall  deliver  to  the  Company,  upon request, a certification that the
representations  and  warranties  set  forth  in this Warrant are true as of the
Conversion  Date.

                                    ARTICLE 2
                            ADJUSTMENT TO THE SHARES
                            ------------------------

     The  number of Shares purchasable upon the exercise of this Warrant and the
Exercise  Price  shall  be  subject  to  adjustment  form  time to time upon the
occurrence  of  certain  events,  as  follows:

          2.1  Reclassification.  In  case  of any reclassification or change of
               ----------------
outstanding securities of the class issuable upon exercise of this Warrant then,
and in any such case, the Holder, upon the exercise hereof at any time after the
consummation of such reclassification or change, shall be entitled to receive in
lieu  of each Share theretofore issuable upon exercise of this Warrant, the kind
and  amount  of  shares  of  stock,  other  securities,  money  and/or  property


                                        2
<PAGE>
received  upon  such  reclassification  or  change by a holder of one Share. The
provisions  of  this  Section  2.1  shall  similarly  apply  to  successive
reclassifications  or  changes.

          2.2  Subdivision  or Combination of Shares. If the Company at any time
               --------------------------------------
while  this Warrant remains outstanding and unexpired shall subdivide or combine
its Shares, the Exercise Price shall be proportionately decreased in the case of
a  subdivision  or  increased  in  the  case  of  a  combination.

          2.3 Stock Dividends. If the Company, at any time while this Warrant is
              ---------------
outstanding  shall  pay a dividend with respect to its Shares payable in Shares,
or  make  any  other  distribution  of Shares with respect to Shares (except any
distribution  specifically  provided  for in Section 2.1 and Section 2.2 above),
then  the Exercise Price shall be adjusted, effective from and after the date of
determination  of  shareholders  entitled  to  received  such  dividend  or
distribution,  to  that  price  determined  by multiplying the Exercise Price in
effect  immediately  prior  to such date of determination by a fraction. (a) the
numerator  of  which shall be the total number of Shares outstanding immediately
prior  to  such dividend or distribution, and (b) the denominator of which shall
be  the  total  number  of Shares outstanding immediately after such dividend or
distribution.

          2.4  Non-Cash Dividends. If the Company at any time while this Warrant
               -------------------
is outstanding shall pay a dividend with respect to Shares payable in securities
other  than Shares or other non-cash property, or make any other distribution of
such  securities  or  property  with  respect to Shares (except any distribution
specifically  provided  for  in  Section  2.1  and Section 2.2 above), then this
Warrant  shall represent the right to acquire upon exercise of this Warrant such
securities  or  property  which  a  holder of Shares would have been entitled to
receive upon such dividend or distribution, without the payment by the Holder of
any  additional  consideration  for  such  securities  or  property.

          2.5  Effect  of  Reorganization  and  Asset  Sales.  If  any  (i)
               ---------------------------------------------
reorganization  or  reclassification  of  the Common Stock (ii) consolidation or
merger  of the Company with or into another corporation, or (iii) sale or all or
substantially  all  of  the  Company's  operating  assets to another corporation
followed by a liquidation of the Company (any such transaction shall be followed
by  a  liquidation  of  the  Company  (any such transaction shall be referred to
herein as an "Event", is effected in such a way that holders of Common Stock are
entitled  to  receive securities and/or assets as a result of their Common Stock
ownership,  the  Holder,  upon  exercise  of  this Warrant, shall be entitled to
receive  such  shares  of stock securities or assets which the Holder would have
received  had it fully exercised this Warrant on or prior to the record date for
such  Event.  The  Company  shall  not  merge  into  or consolidate with another
corporation or sell all of its assets to another corporation for a consideration
consisting  primarily of securities of such corporation, unless the successor or
acquiring  corporation,  as  the case may be, shall expressly assume the due and
punctual  observance and performance of each and every covenant and condition of
this  Warrant  to  be  performed  or  observed  by  the  Company  and all of the
obligations  and liabilities hereunder, subject to such modification as shall be
necessary  to  provide  for  adjustments  which shall be as nearly equivalent as
practicable  to  the  adjustments  provided for in this Section 2. The foregoing
provisions  shall similarly apply to successive mergers, consolidations or sales
of  assets.


                                        3
<PAGE>
          2.6  Adjustment  of  Number  of  Shares.  Upon  each adjustment in the
               ----------------------------------
Exercise  Price,  the  number  of Shares shall be adjusted, to the nearest whole
share,  to the product obtained by multiplying the number of Shares, purchasable
immediately  prior  to such adjustment and the denominator of which shall be the
Exercise  Price  immediately  thereafter.

          2.7 No Impairment. The Company shall not, by amendment of its articles
              -------------
of incorporation or through a reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary action,
avoid  or  seek to avoid the observance or performance of any of the terms to be
observed  or performed under this Warrant by the Company, but shall at all times
in  good  faith assist in carrying out all of the provisions of this Warrant and
in  taking  all  such  action  as  may be reasonably necessary or appropriate to
protect  Holder's  rights hereunder against impairment. If the Company takes any
action  affecting  its Common Stock other than as described above that adversely
affects Holder's rights under this Warrant, the Exercise Price shall be adjusted
downward  and  the number of Shares issuable upon exercise of this Warrant shall
be  adjusted  upward  in such a manner that the aggregate Exercise Price of this
Warrant  is  unchanged.


          2.8 Fractional Shares. No fractional Shares shall be issuable upon the
              ------------------
exercise of this Warrant, and the number of Shares to be issued shall be rounded
down  to  the  nearest  whole  Share.

          2.9 Certificate as to Adjustments. Upon any adjustment of the Exercise
              -----------------------------
Price,  the  Company,  at its expense, shall compute such adjustment and furnish
Holder  with  a  certificate  of  its Chief Financial Officer setting forth such
adjustment and the facts upon which such adjustment is based. The Company shall,
upon  written  request,  furnish Holder a certificate setting forth the Exercise
Price  in  effect upon the date thereof and the series of adjustments leading to
such  Exercise  Price.

          2.10  No  Rights of Shareholders. This Warrant does not entitle Holder
                ---------------------------
to  any  voting rights or any other rights as a shareholder of the Company prior
to  the  exercise  of  Holder's  right  to  purchase  Shares as provided herein.

                                    ARTICLE 3
                  REPRESENTATIONS AND COVENANTS OF THE COMPANY
                  --------------------------------------------

          3.1  Representations and Warranties. The Company hereby represents and
               --------------------------------
warrants  to Holder that all Shares which may be issued upon the exercise of the
purchase  right  represented  by  this  Warrant,  shall,  upon issuance, be duly
authorized,  validly issued, fully paid and nonassessable, and free of any liens
and  encumbrances.

          3.2  Notice of Certain Events. If the company proposes at any time (a)
               --------------------------
to  declare any dividend or distribution upon its Common Stock, whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b)  to offer for subscription pro rata to the holders of any class or series of
its  stock  any  additional  shares  of  stock  of  any  class  or


                                        4
<PAGE>
series  or  other rights; (c) to effect any reclassification or recapitalization
of Common Stock; (d) to merge or consolidate with or into any other corporation,
or sell, lease, license, or convey all or substantially all of its assets, or to
liquidate,  dissolve or wind up; or (e) offer holders of registration rights the
opportunity  to  participate in an underwritten public offering of the Company's
securities for cash, then, in connection with each such event, the Company shall
give  Holder  (1)  at  least 20 days prior written notice of the date on which a
record  will  be  taken  for such dividend, distribution, or subscription rights
(and  specifying  the date on which the holders of Common Stock will be entitled
thereto)  or  for  determining rights to vote, if any, in respect of the matters
referred  to in (c) and (d) above; (2) in the case of the matters referred to in
(c)  and  (d)  above  at least 20 days prior written notice of the date when the
same  will  take  place  (and specifying the date on which the holders of Common
Stock  will  be  entitled to exchange their Common Stock for securities or other
property  deliverable upon the occurrence of such event); and (3) in the case of
the  matter referred to in (e) above, the same notice as is given to the holders
of  such  registration  rights.

          3.3  Information  Rights.  So long as Holder holds this Warrant and/or
               ------------------
any  of  the Shares, the company shall deliver to Holder promptly after mailing,
copies of all notices or other written communications to the shareholders of the
Company.

          3.4  Reservation  of Warrant Shares. The Company has reserved and will
               --------------------------------
keep  available,  out of the authorized and unissued shares of Common Stock, the
full  number  of  shares sufficient to provide for the exercise of the rights of
purchase  represented  by  this  Warrant.

          3.5  Registration  Rights.  If  Holder  exercises  this  Warrant  and
               -------------------
purchases  some  or all of the Shares, Holder shall have the Registration Rights
set  forth  in  that certain Registration Rights Agreement executed concurrently
therewith.

                                    ARTICLE 4
                   REPRESENTATIONS AND COVENANTS OF THE HOLDER
                   -------------------------------------------

          4.1  Private  Issue.  Holder  understands (i) that the Shares issuable
               --------------
upon  exercise  of  Holder's  rights contained in the Warrant are not registered
under  the Act or qualified under applicable state securities laws on the ground
that  the  issuance  contemplated  by  the  Warrant  will  be  exempt  from  the
registration  and  qualifications  requirements  thereof,  and  (ii)  that  the
Company's  reliance  on such exemption is predicated on Holder's representations
set  forth  in  this  Article  4.

          4.2  Financial  Risk.  Holder  has  such  knowledge  and experience in
               ---------------
financial  and  business  matters  as to be capable of evaluating the merits and
risks  of  its  investment and has the ability to bear the economic risks of its
investment.

          4.3  Risk  of  No Registration. Holder understands that if the Company
               --------------------------
does  not  register  with  the  Securities  and  Exchange Commission pursuant to
Section  12  of  the  Act,  or  file  reports  pursuant to Section 15(d), of the
Securities Exchange Act of 1934 (the "1934 Act"), or if a registration statement
covering  the  securities under the Act is not in effect when it desires to sell
(i)  the  right  to  purchase Shares pursuant to the Warrant, or (ii) the Shares
issuable upon


                                        5
<PAGE>
exercise  of  the  right to purchase, it may be required to hold such securities
for  an  indefinite  period.

          4.4 Accredited Investor. Holder is and shall be on the Conversion Date
              --------------------
an  "accredited  investor,"  as such term is defined in Regulation D promulgated
pursuant  to  the  Act.

          4.5  Incorporation  of  Representations  and Warranties. Holder hereby
               ---------------------------------------------------
acknowledges,  affirms  and  renews  Holder's representations and warranties set
forth  in  Article  II  of  the  Securities  Purchase  Agreement and its related
subsections.

                                    ARTICLE 5
                                  MISCELLANEOUS
                                  -------------

          5.1  Term.  This  Warrant  is exercisable, in whole or in part, at any
               ----
time  and from time to time on or after the Conversion Date and on or before the
Expiration  Date  set  forth  above.

          5.2  Compliance with Securities Laws on Transfer. This Warrant may not
               ---------------------------------------------
be  transferred  or  assigned  in  whole  or  in  part  without  compliance with
applicable  federal  and  state  securities  laws  by  the  transferor  and  the
transferee  (including,  without  limitation,  the  delivery  of  investment
representation  letters  and  legal  opinions  reasonably  satisfactory  to  the
Company,  as  reasonably requested by the Company) and without the prior written
consent  of  Company,  which  consent  shall  not  be  unreasonably  withheld.

          5.3 Transfer Procedure. Holder agrees that unless there is in effect a
              -------------------
registration  statement  under  the Act covering the proposed transfer of all or
part  of this Warrant, prior to any such proposed transfer the Holder shall give
written  notice  thereof  to  the  Company (a "Transfer Notice").  Each Transfer
Notice  shall  describe the manner and circumstances of the proposed transfer in
reasonable  detail  and,  if the company so requests, shall be accompanied by an
opinion  of  legal counsel, in a form reasonably satisfactory to the Company, to
the effect that the proposed transfer may be effected without registration under
the  Act;  provided  that  the  Company will not require opinions of counsel for
transactions  involving  transfers  to  affiliates  or  pursuant  to  Rule  144
promulgated  by  the Securities and Exchange Commission under the Act, except in
unusual  circumstances.

          5.4  Notices,  etc.  All  notices and other communications 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:


                                        6
<PAGE>

     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,  California  92612
     Attn:  Raymond  A.  Lee
     Telephone:     949-253-0500
     Facsimile:     949-253-0505

     if  to  the  Holder,  to:

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

or  at  such  other  address  as the Company shall have furnished to the Holder.
Each such notice or other communication shall for all purposes of this agreement
be  treated  as  effective  or  having  been  given  when delivered if delivered
personally,  or,  if  sent  by  mail, at the earlier of its receipt or five days
after  the  same has been deposited in a regularly maintained receptacle for the
deposit  of  the  United  States  mail,  addressed  and  mailed  as  aforesaid.

          5.5  Counterparts.  This  agreement  may  be executed in any number of
               ------------
counterparts,  each  of  which shall be enforceable against the parties actually
executing  such  counterparts,  and  all  of which together shall constitute one
instrument.  Facsimile  execution  shall  be  deemed  originals.

          5.6  Waiver.  This Warrant and any term hereof may be changed, waived,
               ------
discharged  or  terminated  only by an instrument in writing signed by the party
against  which  enforcement  of such change, waiver, discharge or termination is
sought.

          5.7  Attorneys  Fees.  In the event of any dispute between the parties
               ---------------
concerning  the  terms  and  provisions of this Warrant, the party prevailing in
such  dispute  shall  be  entitled  to  collect  from  the other party all costs
incurred  in  such  dispute,  including  reasonable  attorneys  fees.

                                        7
<PAGE>
          5.8 Governing Law; Jurisdiction. This Warrant shall be governed by and
              ---------------------------
construed in accordance with the laws of the State of California, without giving
effect  to its principles regarding conflicts of law. Each of the parties hereto
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  Warrant  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.

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




Thinka Weight-Loss Corporation               La Jolla Cove Investors, Inc.

By:  _____________________                   By:  _____________________

Title:  _____________________                Title:  _____________________


                                        8
<PAGE>