THIS
NOTE AND THE SECURITIES ISSUABLE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.




TRANSWORLD
BENEFITS INTERNATIONAL, INC.




SUBORDINATED
SECURED PROMISSORY NOTE




$200,000.00
            February 15
      2008




Newport
Beach, California




FOR VALUE
RECEIVED, TransWorld Benefits International, Inc., a Nevada corporation (the
"Company"),promises to pay to John Todd ("Lender"),or its registered assigns, in lawful money of the United States of
America the principal sum of Two Hundred Thousand Dollars ($200,000), together
with interest from the date of this Note on the unpaid principal balance at a
rate equal to 10.00% per annum, computed on the basis of the actual number of
days elapsed and a year of 365 days, payable quarterly in arrears. All
principal, together with unpaid and accrued interest and other amounts payable
hereunder, shall be due and payable on the earlier of (i) August 1, 2008 (the
"Maturity
Date"),or (ii) when, upon or
after the occurrence of an Event of Default (as defined below), such amounts are
declared due and payable by Lender or made automatically due and payable in
accordance with the terms hereof.




THE
OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY A PLEDGE AGREEMENT (THE "PLEDGE
AGREEMENT")DATED AS OF THE DATE HEREOF AND A PERSONAL GUARANTY EXECUTED
BY CHARLES SEVEN, AN INDIVIDUAL AND PRINCIPAL SHAREHOLDER OF THE COMPANY FOR THE
BENEFIT OF THE LENDER. ADDITIONAL RIGHTS OF LENDER ARE SET FORTH IN THE PLEDGE
AGREEMENT.




The
following is a statement of the rights of Lender and the conditions to which
this Note is subject, and to which Lender, by the acceptance of this Note,
agrees:




1.            Definitions.As used in this Note, the
following capitalized terms have the following meanings:




(a) "Additional
Shares of Common"shall mean the 500,000 shares of common stock to be
issued by the Company to Lender within three (3) business days following the
execution date of this Note as inducement to make the loan hereunder (the
"Shares").






1






(b)the "Company"includes the corporation initially executing this Note and any Person
which shall succeed to or assume the obligations of the Company under this
Note.




(c)"Event
of Default"has the meaning given in Section
5hereof.




(d)"Lender"shall mean the Person specified in the introductory paragraph of this
Note or any Person who shall at the time be the registered holder of this
Note.




(e)"Material
Adverse Effect"shall mean a material adverse effect on (a) the business,
assets, operations, prospects or financial or other condition of the Company;
(b) the ability of the Company to pay or perform the Obligations in accordance
with the terms of this Note and the other Transaction Documents and to avoid an
Event of Default, or an event which, with the giving of notice or the passage of
time or both, would constitute an Event of Default, under any Transaction
Document; or (c) the rights and remedies of Lender under this Note, the other
Transaction Documents or any related document, instrument or
agreement.




(f)"Obligations"shall mean and include all loans, advances, debts, liabilities and
obligations, howsoever arising, owed by the Company to Lender of every kind and
description now existing or hereafter arising under or pursuant to the terms of
this Note, the Pledge Agreement, and the Pledge Agreement, including, all
interest, fees, charges, expenses, attorneys' fees and costs and accountants'
fees and costs chargeable to and payable by the Company hereunder and
thereunder, in each case, whether direct or indirect, absolute or contingent,
due or to become due, and whether or not arising after the commencement of a
proceeding under Title 11 of the United States Code (11 U. S. C. Section 101
et
seq.),as amended from time to time (including post-petition interest)
and whether or not allowed or allowable as a claim in any such
proceeding.




(g)"Person"shall mean and include an individual, a partnership, a corporation
(including a business trust), a joint stock company, a limited liability
company, an unincorporated association, a joint venture or other entity or a
governmental authority.




(h)"Pledge
Agreement"has the meaning given in the introductory paragraphs to this
Note.




(i)"Securities
Act"shall mean the Securities Act of 1933, as
amended.




(j)"Senior
Indebtedness"shall mean all indebtedness of the Company to banks,
commercial finance lenders, insurance companies, leasing or equipment financing
institutions or other lending institutions regularly engaged in the business of
lending money excluding venture capital, investment banking or similar
institutions which sometimes engage in lending activities but which are
primarily engaged in investments in equity securities, which isfor money borrowed, or purchase or leasing of equipment in the case of
lease or other equipment financing, whether or not secured.




(k)"Transaction
Documents"shall mean this Note, the Pledge Agreement, and the
Guaranty.






2






2.Interest.Accrued interest on this Note shall be payable in full on the Maturity
Date.




3.Prepayment.This Note may be prepaid in whole or in part at any time, without premium
or penalty.




4.           Representations
and Warranties.




(a)            The
Company represents and warrants to Lender that:




(i)The
Company (i) is a corporation duly organized, validly existing and in good
standing under the laws of its state of incorporation; (ii) has the power and
authority to own, lease and operate its properties and carry on its business as
now conducted; and (iii) is duly qualified, licensed to do business and in good
standing as a foreign corporation in each jurisdiction where the failure to be
so qualified or licensed could reasonably be expected to have a Material Adverse
Effect




(ii)The
execution, delivery and performance by the Company of each Transaction Document
to be executed by the Company and the consummation of the transactions
contemplated thereby (i) are within the power of the Company and (ii) have been
duly authorized by all necessary actions on the part of the
Company.




(iii)Each
Transaction Document executed, or to be executed, by the Company has been, or
will be, duly executed and delivered by the Company and constitutes, or will
constitute, a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws of general application relating to or
affecting the enforcement of creditors' rights generally and general principles
of equity.




(iv)The
execution and delivery by the Company of the Transaction Documents executed by
the Company and the performance and consummation of the transactions
contemplated thereby do not and will not (i) violate the Company's Articles of
Incorporation or Bylaws ("Charter
Documents")or any material judgment, order, writ, decree, statute, rule
or regulation applicable to the Company; (ii) violate any provision of, or
result in the breach or the acceleration of, or entitle any other Person to
accelerate (whether after the giving of notice or lapse of time or both), any
material mortgage, indenture, agreement, instrument or contract to which the
Company is a party or by which it is bound; or (iii) result in the creation or
imposition of any Lien upon any property, asset or revenue of the Company (other
than any Lien arising under the Transaction Documents) or the suspension,
revocation, impairment, forfeiture, or nonrenewal of any material permit,
license, authorization or approval applicable to the Company, its business or
operations, or any of its assets or properties.




(v) No
consent, approval, order or authorization of, or registration, declaration or
filing with, any governmental authority or other Person (including, without
limitation, the shareholders of any Person) is required in connection with the
execution and delivery of the






Transaction
Documents executed by the Company and the performance and consummation of the
transactions contemplated thereby.






3




(b)Lender represents
and warrants to the Company that:




(i)Lender
has full legal capacity, power and authority to execute and deliver each of the
Transaction Documents and to perform its obligations hereunder. Each of
Transaction Documents executed by Lender is a valid and binding obligation of
Lender, enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws of general application relating to or
affecting the enforcement of creditors' rights generally and general principles
of equity.




(ii)Lender
has been advised that the Note and the Shares have not been registered under the
Securities Act, or any state securities laws and, therefore, cannot be resold
unless they are registered under the Securities Act and applicable state
securities laws or unless an exemption from such registration requirements is
available. Lender is aware that, except as set forth in the Note, the Company is
under no obligation to effect any such registration with respect to the Note and
the Shares, or to file for or comply with any exemption from registration.
Lender has not been formed solely for the purpose of making this investment and
is acquiring the Shares hereunder for its own account for investment, not as a
nominee or agent, and not with a view to, or for resale in connection with, the
distribution thereof. Lender has such knowledge and experience in financial and
business matters that Lender is capable of evaluating the merits and risks of
such investment, is able to incur a complete loss of such investment and is able
to bear the economic risk of such investment for an indefinite period of time.
Lender is an accredited Lender as such term is defined in Rule 501 of Regulation
D under the Securities Act.




(iii)
Lender acknowledges that the Company has given Lender access to the corporate
records and accounts of the Company and to all information in its possession
relating to the Company, has made its officers and representatives available for
interview by Lender, and has furnished Lender with all documents and other
information required for Lender to make an informed decision with respect to the
investment in the Company pursuant to the Transaction Documents.




5.            Events
of Default.The occurrence of any of the following shall constitute an
"Event of
Default"under this Note and the other Transaction
Documents:




(a)Failure
to Pay.The Company shall fail to pay (i) when due any principal or
interest payment on the due date hereunder or (ii) any other payment required
under the terns of this Note or any other Transaction Document on the date due
and such payment shall not have been made within five days of the Company's
receipt of Lender's written notice to the Company of such failure to pay;
or




4






(b)Breaches
of Covenants.The Company shall fail to observe or perform any other
covenant, obligation, condition or agreement contained in this Note or the other
Transaction Documents and (i) such failure shall continue for 15 days, or (ii)
if such failure is not curable within such
15-day period, but is reasonably capable of cure within 30 days, either (A) such
failure shall continue for 30 days or (B) the Company or its Subsidiary shall
not have commenced a cure in a manner reasonably satisfactory to Lender within
the initial 15-day period; or




(c)Representations
and Warranties.Any representation, warranty, certificate, or other
statement (financial or otherwise) made or furnished by or on behalf of the
Company to Lender in writing in connection with this Note or any of the other
Transaction Documents, or as an inducement to Lender to enter into this Note and
the other Transaction Documents, shall be false, incorrect, incomplete or
misleading in any material respect when made or furnished;
or




(d)Voluntary
Bankruptcy or Insolvency Proceedings.The Company shall (i) apply for or
consent to the appointment of a receiver, trustee, liquidator or custodian of
itself or of all or a substantial part of its property, (ii) be unable, or admit
in writing its inability, to pay its debts generally as they mature, (iii) make
a general assignment for the benefit of its or any of its creditors, (iv) be
dissolved or liquidated, (v) become insolvent (as such term may be defined or
interpreted under any applicable statute), (vi) commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or consent to any such relief or to the
appointment of or taking possession of its property by any official in an
involuntary case or other proceeding commenced against it, or (vii) take any
action for the purpose of effecting any of the foregoing; or




(e)Involuntary
Bankruptcy or Insolvency Proceedings.Proceedings for the appointment
of a receiver, trustee, liquidator or custodian of the Company or of all or a
substantial part of the property thereof, or an involuntary case or other
proceedings seeking liquidation, reorganization or other relief with respect to
the Company or the debts thereof under any bankruptcy, insolvency or other
similar law now or hereafter in effect shall be commenced and an order for
relief entered or such proceeding shall not be dismissed or discharged within 30
days of commencement.




6.            RightsofLender
upon Default.Upon the occurrence or existence of any Event of Default
(other than an Event of Default described in Sections
5(d)or 5(e)) and at any time thereafter during the continuance of such
Event of Default, Lender may, by written notice to the Company, declare all
outstanding Obligations payable by the Company hereunder to be immediately due
and payable without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived, anything contained herein or in
the other Transaction Documents to the contrary notwithstanding. Upon the
occurrence or existence of any Event of Default described in Sections
5(d)and 5(e), immediately and without notice, all outstanding
Obligations payable by the Company hereunder shall automatically become
immediately due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the other Transaction Documents to the contrary notwithstanding. In
addition to the foregoing remedies, upon the occurrence or existence of any
Event of Default, (i) Lender's obligation to repay Guarantor the $200,000 owed
to Guarantor from proceeds derived by Lender's sale of that certain life
insurance policy with AXA Life Insurance on Lender's life shall be extinguished
and Lender shall no longer be obligated to pay such amount, and (ii) Lender may exercise
any other right power or remedy granted to it by the Transaction Documents or
otherwise permitted to it by law, either by suit in equity or by action at law,
or both.






5




7.Successors
and Assigns.Subject to the restrictions on transfer described in
Sections 9and 10below, the rights and obligations of the Company and Lender shall be
binding upon and benefit the successors, assigns, heirs, administrators and
transferees of the parties.




8.Waiver
and Amendment.Any provision of this Note may be amended, waived or
modified upon the written consent of the Company and Lender.




9.Transfer
of this Note.With respect to any offer, sale or other disposition of
this Note Lender will give written notice to the Company prior thereto,
describing briefly the manner thereof, together with a written opinion of
Lender's counsel, or other evidence if reasonably satisfactory to the Company,
to the effect that such offer, sale or other distribution may be effected
without registration or qualification (under any federal or state law then in
effect). Upon receiving such written notice and reasonably satisfactory opinion,
if so requested, or other evidence, the Company, as promptly as practicable,
shall notify Lender that Lender may sell or otherwise dispose of this Note all
in accordance with the terms of the notice delivered to the Company. If a
determination has been made pursuant to this Section
10that the opinion of counsel for Lender, or other evidence, is not
reasonably satisfactory to the Company, the Company shall so notify Lender
promptly after such determination has been made. Each Note thus transferred and
each certificate representing the securities thus transferred shall bear a
legend as to the applicable restrictions on transferability in order to ensure
compliance with the Act, unless in the opinion of counsel for the Company such
legend is not required in order to ensure compliance with the Act. Prior to
presentation of this Note for registration of transfer, the Company shall treat
the registered holder hereof as the owner and holder of this Note for the
purpose of receiving all payments of principal and interest hereon and for all
other purposes whatsoever, whether or not this Note shall be overdue and the
Company shall not be affected by notice to the contrary.




10.Assignment
by the Company.Neither this Note nor any of the rights, interests or obligations
hereunder may be assigned, by operation of law or otherwise, in whole or in
part, by the Company without the prior written consent of Lender.




11.           Notices.All notices, requests, demands,
consents, instructions or other communications
required or permitted hereunder shall in writing and faxed, mailed or delivered
to each party at the respective addresses as set forth herein. All such notices
and communications will be deemed effectively given the earlier of (i) when
received, (ii) when delivered personally, (iii) one business day after being
delivered by facsimile (with receipt of appropriate confirmation), (iv) one
business day after being deposited with an overnight courier service of
recognized standing or (v) four days after being deposited in the U.S. mail,
first class with postage prepaid.






6




If to the
Company:




TransWorld
Benefits International, Inc.


675
MacArthur Court, Suite 550


Newport
Beach, California 92660


Attention:
Charles Seven




With a
copy to (which shall not constitute notice):




Greenberg
Traurig, LLP


3161
Michelson Drive, Suite 1700 Irvine, California 92612


Fax:
(949) 732-6501


Attention:
Raymond A. Lee, Esq.




If to
Lender:




John
Todd


2313
17th
Street


Greely,
Colorado 80634




With a
copy to (which shall not constitute notice):




Witwer,
Oldenburg, Barry & Johnson, LLP


4025 St.
Cloud Drive, Suite 230


Loveland,
Colorado 80538


Fax:
(970) 797-1399


Attention:
Jeffrey T. Bedingfield, Esq.




12.         Subordination.The
indebtedness evidenced by this Note is hereby expressly subordinated,
to the extent and in the manner hereinafter set forth, in right of payment to
the prior payment in full of all of Company's Senior Indebtedness.




(a)Insolvency
Proceedings.If there shall occur any receivership, insolvency,
assignment for the benefit of creditors, bankruptcy, reorganization, or
arrangements with creditors (whether or not pursuant to bankruptcy or other
insolvency laws), sale of all or substantially all of the assets, dissolution,
liquidation, or any other marshaling of the assets and liabilities of Company,
(i) no amount shall be paid by Company in respect of the principal of, interest
on or other amounts due with respect to this Note at the time outstanding,
unless and until the principal of and interest on the Senior Indebtedness then
outstanding shall be paid in full, and (ii) no claim or proof of claim shall be
filed with Company by or on behalf of Lender which shall assert any right to
receive any payments in respect of the principal of and interest on this Note
except subject to the payment in full of the principal of and interest on all of
the Senior Indebtedness then outstanding.






7






(b)Default
on Senior Indebtedness.If there shall occur an event of default which has been
declared in writing with respect to any Senior Indebtedness, as defined therein,
or in the instrument
under which it isoutstanding, permitting the holder to accelerate the maturity thereof and
Lender shall have received written notice thereof from the holder of such Senior
Indebtedness, then, unless and until such event of default shall have been cured
or waived or shall have ceased to exist, or all Senior Indebtedness shall have
been paid in full, no payment shall be made in respect of the principal of or
interest on this Note, unless within one hundred eighty (180) days after the
happening of such event of default, the maturity of such Senior Indebtedness
shall not have been accelerated.




(c)Further
Assurances.By acceptance of this Note, Lender agrees to execute and
deliver customary forms of subordination agreement requested from time to time
by holders of Senior Indebtedness, and as a condition to Lender's rights
hereunder, Company may require that Lender execute such forms of subordination
agreement; provided that such forms shall not impose on Lender terms less
favorable than those provided herein.




(d)Other
Indebtedness.No indebtedness which does not constitute Senior
Indebtedness shall be senior in any respect to the indebtedness represented by
this Note.




(e)Subrogation.Subject to the payment in full of all Senior Indebtedness, Lender shall
be subrogated to the rights of the holder(s) of such Senior Indebtedness (to the
extent of the payments or distributions made to the holder(s) of such Senior
Indebtedness pursuant to the provisions of this Section 13) to receive payments
and distributions of assets of Company applicable to the Senior Indebtedness. No
such payments or distributions applicable to the Senior Indebtedness shall, as
between Company and its creditors, other than the holders of Senior Indebtedness
and Lender, be deemed to be a payment by Company to or on account of this Note;
and for purposes of such subrogation, no payments or distributions to the
holders of Senior Indebtedness to which Lender would be entitled except for the
provisions of this Section 13 shall, as between Company and its creditors, other
than the holders of Senior Indebtedness and Lender, be deemed to be a payment by
Company to or on account of the Senior Indebtedness.




(f)No
Impairment.Subject to the rights, if any, of the holders of Senior Indebtedness
under this Section 13 to receive cash, securities or other properties otherwise
payable or deliverable to Lender, nothing contained in this Section 13 shall
impair, as between Company and Lender, the obligation of Company, subject to the
terms and conditions hereof, to pay to Lender the principal hereof and interest
hereon as and when the same become due and payable, or shall prevent Lender,
upon default hereunder, from exercising all rights, powers and remedies
otherwise provided herein or by applicable law.




(g)Lien
Subordination.Any Lien of Lender, whether now or hereafter existing in
connection with the amounts due under this Note, on any assets or property of
Company or any proceeds or revenues therefrom which Lender may have at any time
as security for any amounts due and obligations under this Note shall be
subordinate to all Liens now or hereafter granted to a holder of Senior
Indebtedness by Company or by law, notwithstanding the date, order or method of
attachment or perfection of any such Lien or the provisions of any applicable
law.






8




(h)Reliance
of Holders of Senior Indebtedness.Lender, by its acceptance hereof,
shall be deemed to acknowledge and agree that the foregoing subordination
provisions are, and are intended
to be, an inducement to and a consideration of each holder of Senior
Indebtedness, whether such Senior Indebtedness was created or acquired before or
after the creation of the indebtedness evidenced by this Note, and each such
holder of Senior Indebtedness shall be deemed conclusively to have relied on
such subordination provisions in acquiring and holding, or in continuing to
hold, such Senior Indebtedness.




13."Piggyback"
Registration.If at any time the Company shall determine to register any
of its common stock other than pursuant to (a) a registration relating solely to
the sale of securities to participants in a Company employee benefits plan, (b)
a registration on any form which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the shares of Company common stock underlying this Note
("Registrable
Shares"),or (c) a registration relating to securities issued in
connection with an acquisition by the Company, the Company shall send to Lender
written notice of such determination and, if within 20 days after receipt of
such notice, Lender shall so request in writing, the Company shall use its
commercially reasonable efforts to include in such registration all or part of
the Registrable Shares that Lender requests to be registered. If such
registration involves an underwritten public offering and the managing
underwriter determines in its sole discretion that marketing factors require a
limitation on the number of shares that may be included in the registration, the
amount of Registrable Shares shall be excluded to the extent determined by the
managing underwriter.




14.Payment.Payment shall be made in lawful tender of the United
States.




15.Default
Rate; Usury.During any period in which an Event of Default has occurred
and is continuing, the Company shall pay interest on the unpaid principal
balance hereof at a rate per annum equal to the rate otherwise applicable
hereunder plus five percent (5%). In the event any interest is paid on this Note
which is deemed to be in excess of the then legal maximum rate, then that
portion of the interest payment representing an amount in excess of the then
legal maximum rate shall be deemed a payment of principal and applied against
the principal of this Note.




16.Expenses;
Waivers.If action is instituted to collect this Note, the Company
promises to pay all costs and expenses, including, without limitation,
reasonable attorneys' fees and costs, incurred in connection with such action.
The Company hereby waives notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor and all other notices or demands
relative to this instrument.




17.          Governing
Law.This Note and all actions arising out of or in connection with this Note
shall be governed by and construed in accordance with the laws of the State of
California, without regard to the conflicts of law provisions of the State of
California, or of any other state.




[Signature
Page Follows]






9






The
Company has caused this Note to be issued as of the date first written
above.




TransWorld Benefits International,
Inc


a Nevada
corporation




By: /s/ Charles
Seven


Name:  Charles
Seven




Title:
CEO




















10








PLEDGE
AGREEMENT




ARTICLE 1
 PARTIES




This
Pledge Agreement (the "Agreement") is made by and between FLAX FLEX FABRICATORS
LTD., a Gibraltar company and Charles Seven, beneficial owner (the "Pledgor"),
and JOHN TODD, (the "Secured Party").




ARTICLE2


RECITALS




A.TransWorld
Benefits International, Inc. ("Debtor") has borrowed from Secured Party Five
Hundred Thousand ($200,000) pursuant to a Secured Promissory Note (the "Note")dated concurrently herewith.




B.Pledgor,
on behalf of Debtor, desires to grant Secured Party a security interest in
Pledgor's stock interest in Debtor (the "Pledged
Securities")to secure Debtor's performance under the
Note.




ARTICLE
3


GRANT
OF SECURITY INTEREST




Pledgor
hereby grants to Secured Party a present and continuing security interest in the
Pledged Securities in order to secure Debtor's performance under the terms of
the Note.




ARTICLE4


PLEDGE




4.1Escrow
Holder.Greenberg Traurig, LLP, 3161 Michelson Drive, Suite 1000, Irvine,
CA 92612, Attention: Raymond A. Lee, Esq., hereby agrees to serve as escrow
holder (the "EscrowHolder")to hold the Pledged Securities, without claim of right, during the term
of this Agreement.




4.2Delivery
of the Pledged Securities.Debtor hereby delivers to Escrow Holder and
Escrow Holder hereby acknowledges receipt of the Pledged Securities authorizing
transfer of ownership of the Pledged Securities upon default under the
Note.




4.3Limited
Partnership Restructuring.If during the term of this pledge, any
restructuring or recapitalization, or other change is made in the capital
structure of Debtor, then all new, substituted, and additional interests issued
by reason of any change shall be held by the Secured Party in the same manner as
the Pledged Securities originally pledged under this Agreement. Pledgor agrees
to cause Debtor to deliver to Escrow Holder evidence of any additional ownership
interests held by Debtor and appropriate assignments
thereof.




4.4  Duties
and Remedies in Event of Loan Pay-off or Default.Escrow
Holder shall hold the
escrowed documents and shall deliver and distribute the documents in the
following manner:




(a) In
the event Escrow Holder receives an affidavit sworn to by Debtor stating that
the obligations of Debtor have been fully performed by Debtor, Escrow Holder
shall forthwith mail a copy of the affidavit to Secured Party. Fifteen (15) days
after mailing to Secured Party, Escrow Holder shall






11




deliver
all of the escrowed documents to Debtor unless, during the fifteen (15) day
period, Escrow Holder is prohibited by order of a court of competent
jurisdiction from delivering the documents, or Escrow Holder receives written
notice from Secured Party stating that Secured Party intends to commence an
action in court prohibiting the delivery of the documents, and Secured Party
does, in fact, obtain an order from a court of competent jurisdiction
prohibiting the delivery of the documents within forty-five (45) days from the
date of mailing the affidavit to Secured party.




(b) In
the event Escrow Holder receives an affidavit executed by Secured Party advising
Escrow Holder that Debtor is in default of any of the obligations of Debtor,
then Escrow Holder shall forthwith mail a copy of the affidavit to Debtor.
Unless within fifteen (15) days after mailing to Debtor, Escrow Holder is
prohibited by order of a court of competent jurisdiction from delivering the
documents, or unless Escrow Holder receives written notice from Debtor stating
that Debtor intends to commence an action in court prohibiting the delivery of
the documents, and Debtor does, in fact, obtain an order from a court of
competent jurisdiction prohibiting the delivery of the documents within thirty
(30) days from the date of mailing the affidavit to Debtor, Escrow Holder shall
deliver the Pledged Securities to the Secured Party.




The
Secured Party shall then have the rights and remedies provided in the CaliforniaCommercial
Code. In this connection, the Secured Party may, on five (5) days' written
notice to thePledgor,
and without liability for any diminution in price that may have occurred, sell
all the PledgedSecurities
in the manner and for the price that the Secured Party may determine. At any
bona fide publicsale the
Secured Party shall be free to purchase all or any part of the Pledged
Securities. Out of theproceeds
of any sale the Secured Party may retain an amount equal to the principal and
interest then dueon the
loan, plus the amount of the expenses of the sale, and shall pay any balance of
the proceeds of anysale to
the Pledgor. If the proceeds of the sale are insufficient to cover the principal
and interest of theloan plus
expenses of the sale, the Debtor shall remain liable to the Secured Party for
any deficiency, inaccordance
with the provisions set forthin Commercial Code Section
9504.




4.5Conflict.In the event Escrow Holder receives conflicting affidavits from Secured
Party and Debtor, Escrow Holder may, in his discretion, refuse to deliver any of
the documents and may apply to a court of competent jurisdiction for a
determination of the rights of the parties regarding the documents held by
Escrow Holder.




4.6Liability
of Escrow Holder.Secured Party and Debtor acknowledge that Escrow Holder
is assuming the obligations hereunder as an accommodation to the parties only,
and that Escrow Holder shall have no responsibility with respect to the loss of
the escrowed documents. Both Secured Party and Debtor jointly and severally
agree to indemnify and hold Escrow Holder harmless from any and all costs,
expenses, claims or actions which may be asserted by or against Escrow Holder,
including claims or actions by either Secured Party or Debtor. If, in the sole
discretion of the Escrow Holder, it is necessary for Escrow Holder to file an
action to determine or ascertain the rights of any of the parties under the
terms of this Agreement or to interpret any of the provisions of this Agreement,
Secured Party and Debtor shall equally pay any and all costs incurred by Escrow
Holder in such action, including reasonable attorneys' fees as determined by the
court.




ARTICLE5


RIGHTS
OF DEBTOR




5.1VotingRights.During the term of this pledge,
and as long as the Debtor is not in default in the performance of any of the
terms of this Agreement or in the payment of the principal or interest of the
Note, the Debtor shall have the right to vote the Pledged Securities on all
corporate matters.








12




5.2  Distributions.Any and all cash distribution which may be paid upon the Pledged Securities
during the term of this Agreement shall be paid to Debtor.




ARTICLE
6




DEFAULT
AND ACCELERATION




6.1Default.Default shall include the following:




(a)Default
in the payment of any obligation contained in or secured by this Agreement or
any other document referred to in ARTICLE 2 above;




(b)Breach of
any representation, warranty, term or condition contained in, or secured by,
this Agreement;




(c)Insolvency,
business failure, assignment for the benefit of creditors, or the commencement
of any bankruptcy or insolvency proceeding by or against
Debtor;




(d)Any writ
of attachment, garnishment or execution issued against Debtor or the Pledged
Securities.




6.2Acceleration.In the event of any
default which is not cured within ten (10) days after written notice, all
obligations secured by this Agreement shall immediately become due and payable
at the option of Secured Party.




6.3Transfer
of the Pledged Securities.If the Pledgor attempts to sell the Pledged
Securities at any time during the term of the Note, any such transfer shall be
voidable at the option of the Secured Party.




6.4Waiver.Irrespective of default, Secured Party may delay or omit to exercise any
right or remedy under this Agreement or may accept partial or delinquent payment
of any obligation contained in or secured by this Agreement without waiving any
rights or remedies, unless Secured Party gives Debtor a signed waiver thereof in
express terms.




ARTICLE7


NOTICE




All
notices, requests, demands, and other communications required or permitted to be
given under the terms of this Agreement shall be in writing and shall be deemed
to have been duly given if delivered personally, given by prepaid telegram, or
mailed first class, postage prepaid, or by registered or certified
mail.




ARTICLE8


MISCELLANEOUS




8.1  Waiver.Waiver by Secured Party of any default or breach of any covenant or
condition contained
in or secured by this Agreement shall not be considered a waiver of any
subsequent breach.




8.2Remedy.All rights and remedies set forth herein are cumulative and the exercise
of one right or remedy shall not prevent Secured Party from exercising any other
right or remedy provided herein or provided by law.






13






8.3Modification.This Agreement is entered into for the benefit of the parties hereto and
their respective successors and assigns, and cannot be amended or terminated
except in a writing signed by both parties.




8.4GoverningLaw.This Agreement shall be governed by and construed in accordance with the
laws of the State of California. If any legal action is necessary to enforce the
terms and conditions of this Agreement, Pledgor and Secured Party hereby agree
that either the Superior Court of California, County of Orange, shall be the
sole venue and jurisdiction for the bringing of such action.




8.5Severability.Ifany term, provision, covenant or condition of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the provisions shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.




8.6Entire
Agreement.This Agreement and the Note and related loan documents,
including any individual Guaranty and comprise the entire agreement of the
parties hereto and supersede any prior written or oral agreement between them
concerning the subject matter contained in such documents.




8.7Attorneys'
Fees.Ifany legal action is necessary to enforce the terms and conditions of this
Agreement, the prevailing party shall be entitled to recover all costs of suit
and reasonable attorneys' fees as determined by the court.




8.8Provisions
Not Construed Against Party Drafting Agreement.This Agreement shall be
deemed to have been drafted by all parties and, in the event of a dispute, no
party hereto shall be entitled to claim that any provision should be construed
against any other party by reason of the fact that it was drafted by one
particular party.




[Continued
on Next Page]








14




IN
WITNESS WHEREOF, the parties have executed this Agreement in one or more
counterparts which, taken together, shall constitute one agreement, which
Agreement shall be effective as of and on the last date set forth
below.








SECURED
      PARTY:JOHN
  TODDDATED:By:JOHN
  TODDDEBTOR:TRANSWORLD BENEFITS
      INTERNATIONAL, INC.,
              a
      California corporationDATED:
      02/15/2008
            By: /s/
      Charles SevenCharles
    SevenChief Executive
      OfficerPLEDGOR:FLAX
      FLEX
              FABRICATORS, LTD..,
              a
      Gibraltar companyDATED:
      02/15/2008
            By: /s/
      Charles SevenCharles
    SevenBeneficial
      OwnerESCROW
      HOLDER:DATED:
      02/15/2008
            By: /s/
      Raymond A. LeeRaymond A. Lee
      Esq.






15








CONTINUING
GUARANTY






THIS
CONTINUING GUARANTY (the "Guaranty")is entered into as of February IS; 2008 by Charles Seven, an individual
residing at 4675 MacArthur Court, Suite 550, Newport Beach, California (the
"Guarantor"),for the benefit of John Todd ("Todd") an individual residing at 2313
17th
Street, Greeley, Colorado 80634.




RECITALS:




A.Contemporaneously
with the execution of this Guaranty, TransWorld Benefits International, Inc., a
Nevada corporation ("Company"), issued to Todd that certain Subordinated Secured
Promissory Note dated February f2008
(the "Promissory Note") in the principal amount of $200,000 (the "Loan
Transaction").




B.Guarantor
expects to derive material benefits resulting from the performance of the
respective obligations of parties in connection with the Loan
Transaction.




C. In
order to induce Todd to enter into the Loan Transaction, Guarantor agreed to
execute a guaranty agreement containing a grant of a security interest and,
pursuant to which, Guarantor agrees to guarantee the payment and performance of
Company's obligations under the Promissory Note, and to pledge his personal
assets in support of such guaranty, in accordance with the terms and provisions
of this Guaranty.




NOW,
THEREFORE, the parties hereby agree as follows:




1.Guaranty.The Guarantor unconditionally and irrevocably guarantees to Todd the
prompt payment and performance by the Company of the Company's Obligations. The
capitalized term "Obligations"means any and all of the Company's obligations under the Promissory Note
for the payment of money and the performance of the Company's obligations,
liabilities, agreements and covenants which are required to be paid or performed
by the Company pursuant to the Promissory Note. This Guaranty is a guaranty of
payment of not merely of collecti".




2.Grant
of Security Interest.Guarantor hereby assigns, transfers, conveys and
grants to Todd a present and continuing security interest, pursuant to the
provisions of the California Uniform Commercial Code, in all his assets and
property, tangible or intangible (the "Collateral")including all proceeds arising out of any sale, transfer or other
disposition of the Collateral to secure, and as security for, Guarantor's
guaranty of the Obligations hereunder. Upon the failure of the Guarantor to
honor its agreements hereunder, Todd shall have all of the rights and remedies
of a secured party under the UCC and any other applicable laws, including,
without limitation, the rights and remedies specified in this
Guaranty.




3. Independent
Obligations; Subrogation.The obligations of the Guarantor hereunder are
independent of and separate from the Obligations of the Company. To the maximum
extent permitted by law, the Guarantor hereby waives any claim, right or remedy
which the Guarantor may now have or hereafter acquire against the Company that
arises hereunder and/or from the performance of its obligations hereunder
including, without limitation, any claim, remedy or right of subrogation,
reimbursement, exoneration, contribution, indemnification, or participation in
any claim, right or remedy






16






of Todd
against the Company or any security which Todd now has or hereafter acquires,
whether or not such claim, right or remedy arises in equity, under contract, by
statute, under common law or otherwise, until the Obligations have been fully
paid and finally discharged. In addition, the Guarantor hereby waives any right
to proceed against the Company, now or hereafter, for contribution, indemnity,
reimbursement, and any other suretyship rights and claims, whether direct or
indirect, liquidated or contingent, whether arising under express or implied
contract or by operation of law, which the Guarantor may now have or hereafter
have as against the Company with respect to the Obligations, until the
Obligations have been fully paid and finally discharged. The Guarantor also
hereby waives any rights to recourse to, or with respect of, any asset of the
Company until the Obligations have been fully paid and finally
discharged.




4.Authority
to Modify Obligations and Security.The Guarantor authorizes Todd,
without notice or demand and without affecting the liability of the Guarantor
hereunder, from time to time, whether before or after any notice of termination
hereof or before or after any default in respect of the Obligations, to: (a)
renew, extend, accelerate, or otherwise change the time for payment or
performance of, or otherwise change any other term or condition of any document
or agreement evidencing or relating to the Obligations; (b) accept, substitute,
waive, decrease, increase, release, exchange or otherwise alter any Collateral,
in whole or in part, securing the Obligations or any other guaranty of the
Obligations; (c) apply any and all such collateral, and direct the order or
manner of sale thereof, as Todd, in his sole discretion, may determine; (d) add,
release or substitute any one or more other guarantors, makers or endorsers of
the Obligations, and otherwise deal with Company or any other guarantor, maker
or endorser as Todd may elect; (e) in Todd's sole discretion, settle, release on
terms satisfactory to Todd, or by operation of law or otherwise, compound,
compromise, collect or otherwise liquidate any Obligations and/or any Collateral
therefor in any manner, and bid and purchase any Collateral security at any sale
thereof; (f) apply any and all payments or recoveries from the Company, from any
other guarantor, maker, endorser or from the Guarantor to such of the
Obligations as Todd, in his sole discretion, may determine, whether such
Obligations are secured or unsecured or guaranteed or not guaranteed by others;
(g) apply any and all payments or recoveries from any other guarantor, maker or
endorser of the Obligations or sums realized from collateral security furnished
by any of them upon any of their Obligations or obligations to Todd as Todd, in
his sole discretion, may determine; and (h) refund at any time, at Todd's sole
discretion, any payment received by Todd in respect of any Obligations, and
payment to Todd of the amount so refunded shall be fully guaranteed hereby even
though prior thereto this Guaranty may have been cancelled or surrendered by
Todd; all without in any way diminishing, releasing or discharging the liability
of the Guarantor hereunder.




5.Waiver
of Defenses.Upon default of the Company in respect of any Obligations,
Todd may, at its option and without notice to the Guarantor, proceed directly
against the Guarantor and its Collateral to collect and recover the full amount
of the liability hereunder, or any portion thereof, and the Guarantor waives any
right to require Todd to: (a) proceed against Company, or any other guarantor,
endorser, or other person whomsoever; (b) proceed against or exhaust any
collateral security given to or held by Todd in connection with the Obligations;
(c) give notice of the terms, time and place of any public or private. sale of
any real or personal property security for the Obligations, including the
Collateral, or any other guaranty of the Obligations; or (d) pursue any other
remedy in Todd's power whatsoever. A separate action or actions may be brought
and prosecuted against the Guarantor whether or not action is brought against
Company and/or any other guarantor, maker or endorser of the Obligations and
whether Company and/or any other guarantor, maker or endorser be joined in any
such action or actions; and the Guarantor waives the benefit of any statute of
limitations affecting the liability hereunder or the enforcement hereof, and
agrees that any payment of any Obligations or other act which shall
toll any statute of limitations applicable thereto shall similarly operate to
toll such statute of limitations applicable to the liability
hereunder.




17






6.Right
to Dispose of Security; Impairment of Rights.The Guarantor hereby
authorizes and empowers Todd in his sole discretion, without any notice or
demand to the Guarantor whatsoever and without affecting the liability of the
Guarantor hereunder, to exercise any right or remedy which Todd may have
available to him, including, but not limited to, judicial foreclosure, exercise
of rights of power of sale without judicial action, or taking a deed or an
assignment in lieu of foreclosure as to any collateral security for the
Obligations, whether real, personal or intangible property, and the Guarantor
hereby waives any defense to the recovery by Todd against the Guarantor of any
deficiency after such action notwithstanding any impairment or loss of any right
of reimbursement or subrogation or other right or remedy against the Company, or
any other guarantor, maker or endorser, or against any collateral security for
the Obligations or for any guaranty of the Obligations. The Guarantor
acknowledges that the Guarantor may have a defense, based on estoppel, which
arises out of the operation of Section 580(d) of the California Code of Civil
Procedure in the event that Todd conducts a non-judicial foreclosure under any
deed of trust securing any Obligations. The Guarantor expressly waives any such
defense the Guarantor may have to any deficiency action brought by Todd against
the Guarantor or benefits that may be available from California Code of Civil
Procedure, Section 580 and its subdivisions or Section 726, or comparable
provisions of the laws of any other state, as well as all suretyship defenses
the Guarantor would otherwise have under California law or the laws of any other
jurisdiction. Without limiting the foregoing and without waiving the benefits of
California Commercial Code § 9501, the Guarantor specifically agrees that any
action maintained by Todd for the appointment of any receiver, trustee or
custodian to collect rents, issues or profits or to obtain possession of any
property shall not constitute an "action" within the meaning of Section 726 of
the California Code of Civil Procedure. Further, the Guarantor, in addition to
the foregoing waivers, waives any and all rights and defenses that the Guarantor
may have because the Collateral may include real property. This means, among
other things: (i) Todd may collect from the Guarantor without first foreclosing
on any real or personal property collateral pledged by the Company, (ii) if Todd
forecloses on real property collateral pledged by the Company: (A) the amount of
the debt may be reduced only by the price for which the collateral is sold at
the foreclosure sale, even if the collateral is worth more than the sale price,
and (B) Todd may collect from the Guarantor even if Todd, by foreclosing on the
real property collateral, has destroyed any right the Guarantor may have.to
collect from the Company. This is an unconditional and irrevocable waiver of any
rights and defenses the Guarantor may have because the Company's debt is secured
by real property. These rights and defenses include, but are not limited to, any
rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the
California Code of Civil Procedure or under applicable law of any other
jurisdiction.




7.Additional
Waivers.The Guarantor waives any defense arising by reason of any
disability or other defense of the Company or by reason of the cessation from
any cause whatsoever of the liability of the Company or by reason of any act or
omission of Todd or others which directly or indirectly results in or aids the
discharge or release of the Company from any Obligations or any security in
respect thereof by operation of law or otherwise. The obligations hereunder
shall be enforceable without regard to the validity, regularity or
enforceability of any of the Obligations or any of the documents related
thereto, any other guaranty of the Obligations or any collateral security
documents securing any of the Obligations or securing any other guaranty of the
Obligations. No exercise by Todd of, and no omission of Todd to exercise, any
power or authority recognized herein and no impairment or suspension of any
right or remedy of Todd against the Company, any other guarantor, maker or
endorser or any collateral security shall in any way suspend, discharge,
release, exonerate or otherwise affect any of the Guarantor's obligations
hereunder or any collateral security furnished by the Guarantor or give
to






18






the
Guarantor any right of recourse against Todd. The Guarantor specifically agrees
that the failure of Todd: (a) to perfect any lien on or security interest in any
property heretofore or hereafter given by Company or any guarantor, maker or
endorser to secure payment of the Obligations or of any guaranty of the
Obligations, or to record or file any document relating thereto or (b) to file
or enforce a claim against the estate (either in administration, bankruptcy or
other proceeding) of the Company, any guarantor, maker or endorser, shall not in
any manner whatsoever terminate, diminish, exonerate or otherwise affect • the
liability of the Guarantor hereunder.




8.Additional
Obligations; Duty of Undersigned.Additional Obligations may be created
from time to time at the request of the Company and without further
authorization from or notice to the Guarantor even though Company's financial
condition may deteriorate after the date hereof. In giving this Guaranty, the
Guarantor is not concerned with Company's financial condition and waives the
right, if any, to require Todd to disclose to the Guarantor any information it
may now have or hereafter acquire concerning Company's character, credit,
collateral, financial condition or other matters. The Guarantor has established
adequate means to obtain from Company on a continuing basis financial and other
information pertaining to Company's business and affairs, and assumes the
responsibility for being and keeping informed of the financial and other
conditions of the Company and of all circumstances bearing upon the risk of
nonpayment of the Obligations hereunder. Todd need not inquire into the powers
of the Company or the authority of its officers, directors, partners or agents
acting or purporting to act in its behalf, and any Obligations created in
reliance upon the purported exercise of such power or authority are hereby
guaranteed.




9.Notices,
Demands, Etc.Todd shall be under no obligation whatsoever to make or
give to the Guarantor, and the Guarantor hereby waives, notice of acceptance of
this Guaranty, diligence, all rights of setoff and counterclaim against Todd,
all demands, presentments, protests, notices of protests, notices of
nonperformance, notices of dishonor, and all other notices of every kind or
nature, including notice of the existence, creation or incurring of any new or
additional Obligations.




10.Subordination.Any obligations of the Company now or hereafter owing to the Guarantor
are hereby subordinated to all Obligations of the Company to Todd and shall not
be paid in whole or in part, nor will the Guarantor accept any payment of or on
account of any such obligations, without the prior written consent of Todd, at
any time while the Obligations remain outstanding or the Guarantor remains
liable under this Guaranty. At the request of Todd, the Company shall pay to
Todd all or any part of such subordinated obligations and any amount so paid to
Todd at its request shall be applied to payment of the Obligations. Each payment
on the subordinated obligations of the Company to the Guarantor received in
violation of any of the provisions hereof shall be deemed to have been received
by the Guarantor as trustee for Todd and shall be paid over to Todd immediately
on account of the Obligations, but without otherwise affecting in any manner the
Guarantor's liability under any of the provisions of this
Guaranty.




11.Revival
of Guaranty.If any payments of money or transfers of property made to
Todd by the Company, any other guarantor, any maker or any endorser should for
any reason subsequently be determined to be fraudulent (within the meaning of
any state or federal law relating to fraudulent conveyances), preferential or
otherwise voidable or recoverable in whole or in part for any reason (herein
after collectively called "voidable
transfers")under the Bankruptcy Code or any other federal or state law
and Todd is required to repay or restore any such voidable transfer, or the
amount or any portion thereof, then the Guarantor's liability hereunder shall
automatically be revived, reinstated and restored as to any such voidable
transfer or the amount repaid or restored and all costs and expenses (including
attorneys' fees) of
Todd related thereto, and shall exist as though such voidable transfer had never
been made to Todd.






19




12.Delays;
Cumulative Remedies.No failure or delay by Todd in exercising any right,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder preclude
any other or further exercise of any other right, power or privilege. All rights
and remedies of Todd in respect of the Obligations, any collateral security for
the Obligations or for this or any other guaranty, or under any document in
respect of any of the foregoing, shall be cumulative and may be exercised singly
or concurrently, and are not exclusive of any other right or remedy permitted by
law or in equity.




13.Complete
Agreement; Modification.This Guaranty contains all the terms and
conditions of the agreement between Todd and the Guarantor and is an integrated
agreement. No evidence of any term or agreement not set forth herein shall be
admissible in any dispute involving this Guaranty. None of the terms or
provisions of this Guaranty may be waived, altered, modified or amended, except
by an instrument in writing duly executed by the party to be charged
thereby.




14.Understanding
of Waivers.The Guarantor warrants and agrees that the waivers set forth
in this Guaranty are made with full knowledge of their significance and
consequences, and that under the circumstances, the waivers are reasonable and
not contrary to public policy or law. If any of such waivers are determined to
be contrary to any applicable law or public policy, such waiver shall be
effective only to the maximum extent permitted by law. Should any one or more
provisions of this Guaranty be determined to be illegal or unenforceable, all
other provisions hereof shall nevertheless remain effective.




15.Binding
Effect.This Guaranty shall remain in full force and 'effect and be
binding in accordance with its terms upon the Guarantor, and the
representatives, executors, administrators, heirs, successors and assigns of the
Guarantor, and inure to the benefit of Todd, his successors, endorsees,
transferees and assigns, until the obligations and liabilities of the Guarantor
hereunder shall have been finally satisfied.




16.Attorneys'
Fees.The Guarantor agrees without demand to pay to and reimburse Todd
for all costs, attorneys' fees and other expenses which Todd expends or incurs
in the enforcement of any right relating to any Obligations, including
collection thereof, or in the enforcement of this Guaranty.




17.Governing
Law; Jurisdiction; Venue.This Guaranty and the rights, obligations and
liabilities hereunder shall be governed by, and shall be construed and
interpreted in accordance with, the laws of the State of California. The
Guarantor agrees that any legal action or proceeding arising out of or relating
to this Guaranty may be instituted in any Federal or State court sitting in the
County of Orange, State of California or at the sole option of Todd, in any
other court in which Todd shall initiate legal or equitable proceedings and
which has subject matter jurisdiction over the matter in controversy. THE
GUARANTOR AND THE COMPANY MUTUALLY WANE THE RIGHT TO A JURY TRIAL. BY THE
EXECUTION AND DELIVERY OF THIS CONTINUING GUARANTY, THE GUARANTOR IRREVOCABLY
AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS IN ANY SUCH
ACTION OR PROCEEDING AND WANES ANY OBJECTION RELATING TO THE BASIS FOR PERSONAL
OR IN REM JURISDICTION OR TO VENUE WHICH IT MAY NOW OR HEREAFTER HAVE IN ANY
SUCH SUIT, ACTION OR PROCEEDING.






20






18. Captions.The captions or titles .of the paragraphs of this Guaranty are for
convenience of
reference only and shall not define or limit any of the provisions
hereof.




THE
GUARANTOR HEREBY ACKNOWLEDGES RECEIPT OF A TRUE AND CORRECT COPY OF THIS
GUARANTY.




This
Guaranty is made February 15, 2008.




/s/
Charles Seven








20