Exhibit  4.1


                         THINKA WEIGHT-LOSS CORPORATION

                            2003 STOCK INCENTIVE PLAN

1.   PURPOSES.

The  purpose  of  the  2003  Stock Incentive Plan (the "Plan") is to (i) provide
long-term  incentives  and  rewards  to  employees,  directors,  independent
contractors  or  agents  ("Eligible  Participants")  of  Thinka  Weight-Loss
Corporation  ("TWLO")  and  its Subsidiaries; (ii) assist TWLO in attracting and
retaining  employees,  directors,  independent  contractors  or  agents  with
experience  and/or  ability  on a basis competitive with industry practices; and
(iii)  associate  the  interests  of  such  employees,  directors,  independent
contractors  or  agents  with  those  of  TWLO's  stockholders.

2.   EFFECTIVE DATE.

The  Plan is effective as of the date it is adopted by the Board of Directors of
TWLO,  and  awards  may  be made under the Plan on and after its effective date.

3.   ADMINISTRATION OF THE PLAN.

The  Plan  shall be administered by the Board of Directors of TWLO (the "Board")
and  the  Board shall be so constituted as to permit the Plan to comply with the
disinterested  administration  requirements  under  Rule 16b-3 of the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act").

The  Board shall have all the powers vested in it by the terms of the Plan, such
powers  to include exclusive authority (within the limitations described herein)
to  select  the  Eligible  Participants  to be granted awards under the Plan, to
determine  the  type,  size  and  terms  of  awards  to be made to each Eligible
Participant  selected,  to  determine the time when awards will be granted, when
they  will vest, when they may be exercised and when they will be paid, to amend
awards  previously  granted  and to establish objectives and conditions, if any,
for  earning  awards  and whether awards will be paid after the end of the award
period.  The  Board  shall  have  full  power  and  authority  to administer and
interpret  the Plan and to adopt such rules, regulations, agreements, guidelines
and  instruments  for  the administration of the Plan and for the conduct of its
business  as  the  Board deems necessary or advisable and to interpret same. The
Board's  interpretation  of  the  Plan, and all actions taken and determinations
made  by  the  Board  pursuant  to  the  powers vested in it hereunder, shall be
conclusive  and  binding  on all parties concerned, including TWLO stockholders,
any  participants  in  the  Plan  and  any  other  Eligible Participant of TWLO.

All  employees  of  TWLO  and  all  employees of Affiliates shall be eligible to
participate  in  the Plan. The Board, in its sole discretion, shall from time to
time  designate  from  among  the  eligible  employees  and  among  directors,
independent  contractors  or  agents those individuals who are to receive awards
under  and  thereby  become  participants in the Plan. For purposes of the Plan,
"Affiliate" shall mean any entity, as may from time to time be designated by the
Board,  that  is a subsidiary corporation of TWLO (within the meaning of Section
424  of  the  Internal  Revenue Code of 1986, as amended (the "Code")), and each
other entity directly or indirectly controlling or controlled by or under common
control with TWLO. For purposes of this definition, "control" means the power to
direct the management and policies of such entity, whether through the ownership
of  voting securities, by contract or otherwise; and the terms "controlling" and
"controlled"  have  meaning  correlative  to  the  foregoing.


                                        1
<PAGE>
4.   AWARDS.

     (a)     Types. Awards under the Plan shall be made with reference to shares
             -----
of  TWLO common stock and may include, but need not be limited to, stock options
(including  nonqualified  stock  options  and incentive stock options qualifying
under  section  422  of  the  Code),  stock  appreciation  rights  (including
free-standing, tandem and limited stock appreciation rights), warrants, dividend
equivalents,  stock  awards, restricted stock, phantom stock, performance shares
or  other  securities  or rights that the Board determines to be consistent with
the  objectives  and  limitations  of  the  Plan.  The Board may provide for the
issuance  of  shares  of TWLO common stock as a stock award for no consideration
other  than  services  rendered  or, to the extent permitted by applicable state
law,  to be rendered. In the event of an award under which shares of TWLO common
stock  are  or  may in the future be issued for any other type of consideration,
the  amount  of such consideration shall (i) be equal or greater than the amount
(such  as the par value of such shares) required to be received by TWLO in order
to  assure compliance with applicable state law and (ii) to the extent necessary
to  comply  with Rule 16b-3 of the Exchange Act, be equal to or greater than 50%
of  the fair market value of such shares on the date of grant of such award. The
Board  may  make  any other type of award which it shall determine is consistent
with  the  objectives  and  limitations  of  the  Plan.

     (b)     Performance  Goals.  The  Board  may,  but  need  not,  establish
             ------------------
performance  goals  to  be  achieved  within  such performance periods as may be
selected by it in its sole discretion, using such measures of the performance of
TWLO  and/or  its  Affiliates  as  it  may  select.

     (c)     Rules  and  Policies. The Board may adopt from time to time written
             --------------------
rules  and  policies implementing the Plan. Such rules and policies may include,
but  need  not  he  limited  to, the type, size and term of awards to be made to
participants  and  the  conditions  for  the exercise or payment of such awards.

5.   SHARES OF STOCK SUBJECT TO THE PLAN.

The  shares  that  may  be delivered or purchased or used for reference purposes
under  the Plan shall not exceed an aggregate of 6,000,000 shares of TWLO Common
Stock,  par  value  $.001.  Any  shares subject to an award which for any reason
expires  or is terminated unexercised as to such shares shall again be available
for  issuance  under  the  Plan.

6.   PAYMENT OF AWARDS.

The  Board  shall determine the extent to which awards shall be payable in cash,
shares  of TWLO common stock or any combination thereof. The Board may determine
that  all  or a portion of a payment to a participant under the Plan, whether it
is  to  be  made  in  cash, shares of TWLO common stock or a combination thereof
shall  be  deferred.  Deferrals shall be for such periods and upon such terms as
the  Board  may  determine  in  its  sole  discretion.

7.   VESTING.

The  Board  may  determine  that  all or a portion of a payment to a participant
under the Plan, whether it is to be made in cash, shares of TWLO common stock or
a  combination thereof, shall be vested at such times and upon such terms as may
be  selected  by  it  in  its  sole  discretion.

8.   DILUTION AND OTHER ADJUSTMENT.

In  the  event  of  any change in the outstanding shares of TWLO common stock by
reason  of  any  split, stock dividend, recapitalization, merger, consolidation,
spin-off,  reorganization,  combination  or  exchange of shares or other similar
corporate  change,  such equitable adjustments shall be made in the Plan and the
awards  thereunder  as  the  Board  determines  are  necessary  or  appropriate,
including,  if  necessary,  any  adjustments  in  the  number,  kind  or


                                        2
<PAGE>
character  of  shares that may be subject to existing or future awards under the
Plan  (including  by  substitution  of  shares of another corporation including,
without  limitation,  any  successor  of  TWLO),  adjustments  in  the exercise,
purchase  or  base  price  of  an  outstanding  award and any adjustments in the
maximum numbers of shares referred to in Section 4 or Section 5 of the Plan. All
such  adjustments  shall be conclusive and binding for all purposes of the Plan.

9.   MISCELLANEOUS PROVISIONS.

     (a)     Rights  as  Stockholder. A participant under the Plan shall have no
             -----------------------
rights as a holder of TWLO common stock with respect to awards hereunder, unless
and  until  certificates for shares of such stock are issued to the participant.

     (b)     Assignment  to  Transfer.  No  award  under  this  Plan  shall  be
             ------------------------
transferable  by  the  participant  or  shall  be  subject  to  any  manner  of
alienation,  sale,  transfer,  assignment,  pledge, encumbrance or charge (other
than  by  or  to  TWLO),  except  (i)  by  will  or  the laws of the descent and
distribution  (with  all references herein to the rights or duties of holders or
participants to be deemed to include such beneficiaries or legal representatives
of  the holders or participant unless the context otherwise expressly requires);
(ii) subject to the prior approval of the Board, for transfers to members of the
participant's  immediate  family,  charitable  institutions,  trusts  whose
beneficiaries  are  members  of  the  participant's  immediate  family  and/or
charitable  institutions,  trusts  whose  beneficiaries  are  members  of  the
participant's  immediate family and/or charitable institutions, or to such other
persons  or entities as may be approved by the Board in each case subject to the
condition  that  the Board be satisfied that such transfer is being made for the
estate  and/or  tax  planning  purposes  on  a  gratuitous or donative basis and
without  consideration  (other  than  nominal  consideration)  being  received
therefore.  Except  as  provided  above,  during  the lifetime of a participant,
awards  hereunder are exercisable only by, and payable only to, the participant.

     (c)     Agreements. All awards granted under the Plan shall be evidenced by
             ----------
agreements  in  such  form  and  containing  such  terms  and  conditions  (not
inconsistent  with  the  Plan)  as  the  Board  shall  adopt.

     (d)     Compliance  with Legal Regulations. During the term of the Plan and
             ----------------------------------
the  term  of  any awards granted under the Plan, TWLO will at all times reserve
and  keep available such number of shares as may be issuable under the Plan, and
will  seek to obtain from any regulatory body having jurisdiction, any requisite
authority  required  in the opinion of counsel for TWLO in order to grant shares
of  TWLO  common  stock,  or  options  to  purchase  such  stock or other awards
hereunder,  and transfer, issue or sell such number of shares of common stock as
shall  be sufficient to satisfy the requirements of any options or other awards.
If  in the opinion of counsel for TWLO the transfer, issue or sale of any shares
of  its  stock  under  the Plan shall not be lawful for any reason including the
inability  of  TWLO  to  obtain  from  any  regulatory  body having jurisdiction
authority  deemed  by such counsel to be necessary to such transfer, issuance or
sale, TWLO shall not be obligated to transfer, issue or sell any such shares. In
any  event, TWLO shall not be obligated to transfer, issue or sell any shares to
any  participant  unless  a  registration  statement  which  complies  with  the
provisions  of the Securities Act of 1933, as amended (the "Securities Act"), is
in  effect  at  the time with respect to such shares or other appropriate action
has  been taken under and pursuant to the terms and provisions of the Securities
Act  and  any  other  applicable  securities  laws,  or  TWLO  receives evidence
satisfactory to the Board that the transfer, issuance or sale of such shares, in
the  absence of an effective registration statement or other appropriate action,
would  not  constitute a violation of the terms and provisions of the Securities
Act.  TWLO's  obligation  to issue shares upon the exercise of any award granted
under  the  Plan  shall  in any case be subject to TWLO being satisfied that the
shares  purchased  are being purchased for investment and not with a view to the
distribution  thereof,  if  at the time of such exercise a resale of such shares
would  otherwise  violate  the  Securities  Act  in  the absence of an effective
registration  statement  relating  to  such  shares.


                                        3
<PAGE>
     (e)     Withholding  Taxes.  TWLO  shall  have the right to deduct from all
             ------------------
awards  hereunder  paid  in  cash  any  federal,  state,  local or foreign taxes
required  by law to be withheld with respect to such awards and, with respect to
awards  paid  in  stock,  to  require  the payment (through withholding from the
participant's  salary or otherwise) of any such taxes. The obligation of TWLO to
make  delivery  of  awards  in  cash  or  TWLO  common stock shall be subject to
currency  or  other  restrictions  imposed  by  any  government.

     (f)     No  Rights  to Award. No Eligible Participant or other person shall
             --------------------
have  any  right to be granted an award under the Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained  in  the  employ  of TWLO or any of its subsidiaries or shall interfere
with  or  restrict  in any way the rights or TWLO or its subsidiaries, which are
hereby  reserved,  to  discharge  the  employee  at  any  time  for  any  reason
whatsoever,  with  or  without  good  cause.

     (g)     Costs  and  Expenses.  The  costs and expenses of administering the
             --------------------
Plan  shall  be  borne  by TWLO and not charged to any award nor to any Eligible
Participant  receiving  an  award.

     (h)     Funding  of  Plan.  The  Plan  shall be unfunded. TWLO shall not be
             -----------------
required  to  establish  any  special  or  separate  fund  or  to make any other
segregation  of  assets  to  assure  the  payment  of  any award under the Plan.

10.  AMENDMENTS AND TERMINATION.

     (a)     Amendments.  The  Board  may  at any time terminate or from time to
             ----------
time  amend  the  Plan  in  whole or in part, but no such action shall adversely
affect  any  rights  or  obligations with respect to any awards theretofore made
under  the  Plan.

Unless  the  majority  of  the  directors  of  TWLO present, or represented, and
entitled to vote at a meeting of directors shall have first approved thereof, no
amendment  of  the  Plan shall be effective which would (i) increase the maximum
number of shares referred to in section 5 of the Plan or the maximum awards that
may  be  granted pursuant to section 4 of the Plan to any one individual or (ii)
extend the maximum period during which awards may be granted under the Plan. For
purposes  of  this  section  10(a),  any  (A) cancellation and reissuance or (B)
repricing of any awards made under the Plan at a new option price as provided in
Exhibit  A  hereto  shall  not  constitute  an  amendment  of  this  Plan.

With consent of the Eligible Participant adversely affected, the Board may amend
outstanding  agreements  evidencing  awards  under  the  Plan  in  a  manner not
inconsistent  with  the  terms  of  the  Plan.

     (b)     Termination.  Unless  the  Plan  shall  theretofore  have  been
             -----------
terminated  as  above provided, the Plan (but not the awards theretofore granted
under  the Plan) shall terminate on and no awards shall be granted after July 1,
2013.

IN WITNESS WHEREOF, this Plan has been executed effective as of July 17, 2003.

                           Thinka  Weight-Loss  Corporation


                           By:     /s/  Charles  Seven
                              --------------------------------------
                              Charles Seven, Chief Executive Officer


                                        4
<PAGE>