PLEDGE
AGREEMENT




This
PLEDGE AGREEMENT,dated
Stuart Graham, as of December 20, 2007 (this "Pledge Agreement"),is executed by and among TransWorld Benefits International, Inc., a
Nevada corporation ("Debtor"), Charles Seven, an individual ("Pledgor"),in favor
of Summer Ventures ( "Secured Party").




RECITALS




A. Debtor
has executed a Subordinated Secured Convertible Promissory Note (the "Note") in
favor of Secured Party.




B.  In order to induce Secured Party to extend the credit evidenced by the Note,
Pledgor, who is a
principal of Debtor and is deriving a benefit from the transactions contemplated
by the Note and this PledgeAgreement, has agreed to,enter
into this Pledge Agreement and to pledge and grant to Secured Party the security
interest in the Collateral described below.




AGREEMENT




NOW,
THEREFORE, in consideration of the above recitals and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Pledgor hereby agrees with Secured Party as follows:




1.  Definitions and
Interpretation.Unless otherwise defined herein, all other capitalized
terms used herein and defined in the Note shall have the respective meanings
given to those terms in the Note, and all terms defined in the California
Uniform Commercial Code (the "UCC") shall have the respective meanings given to
those terms in the UCC.




2.  The Pledge.To secure
the Obligations.as
defined in Section 3 hereof, Pledgor hereby pledges and assigns to Secured
Party, and grants to Secured Party a security interest in, all of Pledgor's
right, title and interest, whether now existing or hereafter arising in all
instruments, certificated and uncertificated securities, money and general
intangibles of, relating to or arising from the following property (the "Pledged
Collateral"):




(a)  The
securities of Debtor owned by Pledgor listed on Schedule A hereto, which
securities (to the extent they are currently held by Pledgor) are more
particularly described on Schedule A hereto (the "Securities"),together with any additional securities of Debtor hereafter acquired by
Pledgor (collectively, with the Securities, the "Pledged
Securities");




(b)  All
dividends (including cash dividends), other distributions (including redemption
proceeds), or other property, securities or instruments in respect of or in
exchange for the Pledged Securities, whether by way of dividends, stock
dividends, recapitalizations, mergers, consolidations, split-ups, combinations
or exchanges of shares or otherwise; and




(c) All
proceeds of the foregoing ("Proceeds").






1






3. Security for Obligations.The obligations secured by this Pledge Agreement (the "Obligations")shall
mean and include all loans, advances, debts, liabilities and obligations,
howsoever arising, owed ,by DebtOr to the Secured Party of every kind and
description (whether or not evidenced by any note or instrument and whether or
not for the payment of money), now existing or hereafter arising under or
pursuant to the terms of the Note or any other instrument or agreement,
including, all interest, fees, charges, expenses, attorneys' fees and costs and
accountants' fees and costs chargeable to and payable by Debtor 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.




4.  Delivery of Pledged
Collateral; Financing Statements.All certificates or instruments
representing or evidencing the Pledged Collateral shall be promptly delivered to
Secured Party and shall be in suitable form for transfer by delivery, or shall
be accompanied by duly executed instruments of transfer or assignment in blank,
all in form and substance satisfactory to Secured Party. Concurrently with the
execution of this Pledge Agreement, Pledgor shall execute and deliver to Secured
Party the UCC-1 financing statement prOvided by Secured Party.




5. Representations and
Warranties.Pledgor hereby represents and warrants as
follows:




(a) Issuance of Pledged
Securities, Etc.The Pledged Securities are owned by Pledgor free and
clear of any and all liens, pledges, encumbrances or charges, and Pledgor has
not optioned or otherwise agreed to sell, hypothecate, pledge, or otherwise
encumber or dispose of the Pledged Securities.




(b) Security Interest.The pledge of the Pledged Collateral creates a valid security interest in the
Pledged Collateral, which security interest is a perfected and first priority
security interest, securing the payment of the Obligations and the obligations
hereunder. Upon the payment in full of the amounts owed under the Note or upon
the sale by Debtor of an aggregate of 100,000 Cardflex cards, the security
interest granted herein shall terminate and all rights to the Collateral shall
revert to Pledgor, and Secured Party shall then immediately return the Pledged
Securities to Pledgor. Upon such termination Secured Party hereby authorizes
Pledgor and Debtor to file any UCC termination statements necessary to effect
such termination and Secured Party will execute and deliver to Company any
additional documents or instruments as Company shall reasonably request to
evidence such termination.




(c)Restatement of
Representations and Warranties.On and as of the date any property
becomes Pledged Collateral, the foregoing representations and warranties shall
be deemed restated with respect to such additional Pledged
Collateral.




6. Further
Assurance. Pledgor agrees that at any time and from time to time, at
Pledgor's  expense, Pledgor will promptly execute and deliver all further
instruments and documents including without limitation all additional 
Pledge Securities and take all further action, that may be necessary as
desirable or that the secured party may reasonably request, in order to perfect
and protect






2




any
security interest granted or purported to be granted hereby or to enable Secured
Party to exercise and enforce its rights and remedies hereunder with respect to
any Pledged Collateral.




7. Voting Rights; Dividends;
Etc.




(a)         
Rights Prior to an
Event of Default.So long as no Event of Default shall have occurred
and be continuing:




(i)  Pledgor
shall be entitled to exercise any and all voting and other consensual rights
pertaining to the Pledged Securities or any part thereof for any purpose not
inconsistent with the terms of this Pledge Agreement.




(ii)  Pledgor
shall be entitled to receive and retain free and clear of the security interest
of Secured Party hereunder any and all dividends and interest paid in respect of
the Pledged Securities, provided, however; that any and all (A) dividends and
interest paid or payable other than in cash in respect of, and instruments and
other property received, receivable or otherwise distributed in respect of, or
in exchange for any Pledged Securities, (B) dividends and other distributions
paid or payable in cash in respect of any Pledged Securities in connection with
a partial or total liquidation or dissolution or in connection With a reduction
of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or
otherwise distributed in respect of principal of, or in redemption of, or in
exchange for, any Pledged Securities, shall be, and shall be forthwith delivered
to Secured Party to hold as, Pledged Collateral and shall, if received by
Pledgor, be received in trust for the benefit of Secured Party, be segregated
from the other property or funds of Pledgor and be forthwith delivered to
Secured Party as Pledged Collateral in the same form as so received (with any
necessary endorsement) to be held as part of the Pledged
Collateral.




(b)        
Rights Following an
Event of Default.Upon the occurrence and during the continuance
of an Event of Default:




(i)  All
rights of Pledgor to exercise the voting and other consensual rights which it
would otherwise be entitled to exercise pursuant to Section 7(a)(i) and to
receive the dividends and interest payments which it would otherwise be
authorized to receive and retain pursuant to Section 7(a)(ii) shall cease and
all such rights shall thereupon become vested in Secured Party which shall
thereupon have the sole right, but not the obligation, to exercise such voting
and other consensual rights and to receive and hold as Pledged Collateral.such
dividends and interest payments.




(ii)  All
dividends and interest payments which are received by Pledgor contrary to the
provisions of subparagraph (i) of this Section 7(b) shall be received in trust
for the benefit of Secured Party, shall be segregated from other funds of
Pledgor and shall be forthwith delivered to Secured Party as Pledged Collateral
in the same form as so received (with any necessary endorsement).




8. Events of Default;
Remedies.









3






(a) Event of Default.An
Event of Default shall be deemed to have occurred under this Pledge Agreement
upon..the occurrence and during the continuance of an Event of Default under the
Note.




(b) Rights Under the UCC.In addition to all other rights granted hereby, and otherwise by law,
Secured Party shall have, with respect to the Pledged Collateral, the rights and
obligations of a secured party under the UCC.




(c) Sale of Pledged Collateral.Pledgor acknowledges and recognizes that Secured Party may be unable to
effect a public sale of all or a part of the Pledged Securities and may be
compelled to resort to one or more private sales to a restricted group of
purchasers who will be obligated to agree, among other things, to acquire the
Pledged Securities for their own account, for investment and not with a view to
the distribution or resale thereof. Pledgor acknowledges that any such private
sales may be at prices and on terms less favorable to Secured Party than those
of public sales, and agrees that so long as such sales are made in good faith
such private sales shall be deemed to have . been made in a commercially
reasonable manner and that Secured Party has no obligation to delay sale of any
Pledged Securities to permit the issuer thereof to register it for public sale
under the Securities Act of 1933, as amended or under any state securities
law.




(d) Compliance with the Exchange
Act.Upon the occurrence of an Event of Default and at
Secured Party's request, Debtor agrees to use its best efforts to disseminate
publicly all information required to be disseminated pursuant to the Securities
Exchange Act of 1934, as amended, or to otherwise make available such
information as to permit the public or private sale of the Pledged Collateral in
accordance with the terms of this Pledge Agreement. Debtor further agrees to
cooperate with Secured Party in taking whatever additional action may be
required to effect such public or private sale of the Pledged
Collateral.




(e)         
Notice, Etc.In
any case where notice of sale is required, ten (10) days' notice shall be deemed
reasonable notice. Secured Party may have resort to the Pledged Collateral or
any portion thereof with no requirement on the part of Secured Party to proceed
first against any other Person or property.




(f)         
Other Remedies.Upon the occurrence and during the continuance of an Event of Default,
(i) at the request of Secured Party, Pledgor shall assemble and make available
to Secured Party all records relating to the Pledged Securities at any place or
places specified by Secured Party, together with such other information as
Secured Party shall request concerning Pledgor's ownership of the Pledged
Securities and relationship to Debtor; and (ii) Secured Party or its nominee
shall have the right, but shall not be obligated, to vote or give consent with
respect to the Pledged Securities or any part thereof.




9.Secured Party Appointed
Attorney-in-Fact.




Pledgor
hereby appoints Secured Party as Pledgor's attorney-in-fact, with full authority
in the place and stead of Pledgor and in the name of Pledgor or otherwise, from
time to time in Secured Party's discretion and to the full extent permitted by
law to take any action and to execute any






4




instrument
which Secured Party may deem reasonably necessary or advisable to accomplish the
purposes of this Pledge Agreement in accordance with the terms and provisions
hereof, including without limitation, to receive, endorse and collect all
instruments made payable to Pledgor representing
any dividend, interest payment or other distribution in respect of the Pledged
Collateral or any part thereof and to give full discharge for the
same.




Pledgor
hereby ratifies all reasonable actions that said attorney shall lawfully do or
cause to be done by virtue hereof. This power of attorney is a power coupled
with an interest and shall be irrevocable. The powers conferred on Secured Party
hereunder are solely to protect its interests in the Pledged Collateral and
shall not impose any duty upon Secured Party to exercise any such powers.
Secured Party shall be accountable only for amounts that it actually receives as
a result of the exercise of such powers and in no event shall Secured Party or
any of its officers, directors, employees or agents be responsible to Pledgor
for any act or failure to act, except for gross negligence or willful
misconduct.




10.        
Miscellaneous.




(a) Notices.Except as
otherwise provided herein, all notices, requests, demands, consents,
instructions or other communications to or upon Secured Party or Pledgor under
this Agreement or the Note shall be in writing and telecopied, mailed or
delivered to each party at the address or telecopier number last given to the
other party. All such notices and communications shall be effective (a) when
sent by Federal Express or other overnight service of recognized standing, on
the business day following the deposit with such service; (b) when mailed by
registered or certified mail, first class postage prepaid and addressed as
aforesaid through the United States Postal Service, upon receipt; (c) when
delivered by hand, upon delivery; and (d) when telecopied, upon confirmation of
receipt.




(b) Nonwaiver.No failure
or delay on Secured Party's part in exercising any right hereunder shall operate
as a waiver thereof or of any other right nor shall any single or partial
exercise of any such right preclude any other further exercise thereof or of any
other right.




(c) Amendments and Waivers.This Pledge Agreement may not be amended or modified,
nor may any of its terms be waived, except by written instruments signed by
Debtor, Pledgor, and Secured Party. Each waiver or consent under any provision
hereof shall be effective only in the specific instances for the purpose for
which given. .




(d) Assignments.This
Pledge Agreement shall be binding upon and inure to the benefit of Secured
Party, Debtor, and Pledgor and their respective successors and assigns; provided, however,that Pledgor may not assign its rights and duties hereunder without the
prior written consent of Secured Party.




(e)Cumulative
Rights, etc.The rights, powers and remedies of Secured Party under this
Pledge Agreement shall be in addition to all rights, powers and remedies given
to Secured Party by virtue of any applicable law, rule or regulation of any
governmental authority, the Note or any other agreement, all of which rights,
powers, and remedies shall be cumulative and may be exercised









5






successively
or concurrently without impairing Secured Party's rights hereunder. Pledgor
waives any right to require Secured Party to proceed against any Person or to
exhaust any collateral or to pursue any remedy in Secured Party's
power.




(f)  Payments Free of Taxes, Etc.All payments made by Pledgor under this Pledge Agreement shall be made by
Pledgor free and clear of and without deduction for any and all present and
future taxes, levies, charges, deductions and withholdings. In addition, Pledgor
shallpay upon
demand any stamp or other taxes, levies or charges of any jurisdiction with
respect to the execution, delivery, registration, performance and enforcement of
this Pledge Agreement. Upon request by Secured Party, Pledgor shall furnish
evidence satisfactory to Secured Party or such Secured Party that all requisite
authorizations and approvals by, and notices to and filings with, governmental
authorities and regulatory bodies have been obtained and made and that all
requisite taxes, levies and charges have been paid.




(g) Partial Invalidity.If any time any provision of this Pledge Agreement is or becomes illegal,
invalid or unenforceable in any respect under the law or any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions of
this Pledge Agreement nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction shall in any way be affected
or impaired thereby. ,




(h)         Expenses.Each of the
parties shall bear its own costs in connection with the preparation,
execution and delivery of, and the exercise of its duties under, this Pledge
Agreement and the Note.




(i)          
Governing Law.This Pledge Agreement shall be governed by and construed in accordance
with the laws of the State of California without reference to conflicts of law
rules (except to the extent governed by the UCC).






6




IN
WITNESS WHEREOF, the parties have caused this Pledge Agreement to be executed as
of the day and year first above written.




TRANSWORLD
BENEFITS INTERNATIONAL, INC.




By: /s/
Charles
Seven


Name
Charles
Seven


Title:
CEO












ACKNOWLEDGED:
Summer Ventures




[SECURED
PARTY]




By: /s/ A.
M. Phillips
 Name A.
M. Phillips
 Title:
Manager




7








SCHEDULE
A




TO PLEDGE
AGREEMENT




SHARES




Issuer
            Certificate
              No.
            Certificate
              Date
            Registered
      HolderTransWorld
      Benefits International, Inc.
            
            
            Charles
      Seven












8






EXHIBIT
B




Subordinated
Secured Convertible Promissory Note






























9












THISNOTE AND THE
SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER
THESECURITIES ACT OF1933, AS AMENDED. THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVEREGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT ORAN OPINION OF
COUNSEL'SATISFACTORY TO THE CORPORATION THATSUCH REGISTRATION IS NOT
REQUIRED.




TRANSWORLD
BENEFITS INTERNATIONAL, INC.




SUBORDINATED
SECURED CONVERTIBLE PROMISSORY NOTE






$250,000.00
              December 20,2007




Costa
Mesa California




FOR VALUE
RECEIVED, TransWorld Benefits International, Inc., a Nevada corporation (the
"Company"), promises to pay to Summer
Ventures ("Investor"),or its registered assigns,
in lawful money of the United States of America the principal sum of Two Hundred
Fifty Thousand Dollars ($250,000), or such lesser amount as shall equal the
outstanding principal amount hereof, together with interest from the date of
this Note on the unpaid principal balance at a rate equal to 8.00% per annum,
computed on the basis of the actual number of days elapsed and a year of 365
days, payable quarterly in arrears. All unpaid principal, together with any then
unpaid and accrued interest and other amounts payable hereunder, shall be due
and payable on the earlier of (i) December 20 2010 (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 Investor or made automatically due
and payable in accordance with the terms hereof. Notwithstanding anything
contained herein to the contrary, on the date that is 120 days after the date of
this Note and thereafter, Investor shall have the right to declare the amounts
then outstanding under this Note immediately due and payable by providing
written notice to the Company (the "Put Right");provided,
however, effective upon the sale by the Company of an aggregate of 100,000. Cardflex
cards, the Put Right shall be automatically terminated.




THE
OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY A PLEDGE AGREEMENT (THE "PLEDGE AGREEMENT")DATED
AS OF THE DATE HEREOF AND EXECUTED BY COMPANY FOR THE BENEFIT OF THE INVESTOR.
ADDITIONAL RIGHTS OF INVESTOR ARE SET FORTH IN THE PLEDGE
AGREEMENT.




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




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








10








(a)          "Additional Shares of Common"shall mean all shares of common stock issued by
the Company after the date of this Note, other than issuances of:




(i)  shares of
common stock issued or issuable to officers, directors and employees of, or
consultants to, the Company pursuant to stock grants, option plans, purchase
plans or other employee stock incentive programs or arrangements approved by the
Board of Directors, or upon exercise of options or warrants granted to such
parties pursuant to any such plan or arrangement;




(ii)  shares of
common stock issued upon the exercise or conversion of options or convertible
securities outstanding as of the date of this Note; and




(iii) shares of common stock and rights to acquire shares of common stock otherwise
exempted in writing by Investor.




(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) "Investor"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 Investor 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 Investor of every kind and description (whether
or not evidenced by any note or instrument and whether or not for the payment of
money), now existing or hereafter arising under or pursuant to the terms of this
Note, the Warrant, 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.








11




(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 is for money borrowed, or purchase or
leasing of equipment in the case of lease or other equipment financing, whether
or not secured.




(k) "Subsidiary"shall mean (a)
any corporation of which more than 50% of the issued
and outstanding equity securities having ordinary voting power to elect a
majority of the Board of Directors of such corporation is at the time directly
or indirectly owned or controlled by the Company, (b) any partnership, joint
venture, or other association of which more than 50% of the equity interest
having the power to vote, direct or control the management of such partnership,
joint venture or other association is at the time directly or indirectly owned
and controlled by the Company, (c) any other entity included in the financial
statements of the Company on a consolidated basis.




(1)          "Transaction Documents"shall
mean this Note, the Warrant, and the Pledge Agreement.




(m)         "Warrant" shall mean that certain common stock
purchase warrant issued by the
Company to Investor of even date herewith.




2. Interest.Accrued interest on this Note shall be payable quarterly in arrears until
the outstanding
principal amount hereof shall be paid in full at maturity.




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 Investor 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






12






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.




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




(i)  Investor
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 Investor is a valid and binding obligation of
Investor, 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)  Investor
has been advised that the Note, the Warrant and the underlying securities 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. Investor is aware that, except as set
forth in the Note and the Warrant, the Company is under no obligation to effect
any such registration with respect to the Note, the Warrant or the underlying
securities or to file for or comply with any exemption from registration.
Investor has not been formed solely for the purpose of making this investment
and is purchasing the Notes or Warrant to





13




be
acquired by Investor 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. Investor has such knowledge and experience in financial
and business matters that Investor 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. Investor is an accredited investor as such term is defined in Rule 501 of
Regulation D under the Securities Act.




(iii) Investor
acknowledges that the Company has given Investor 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 Investor, and has furnished Investor with all documents and other information
required for Investor 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 terms 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 Investor's written notice to
the Company of such failure to pay; or




(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
(other than those specified in Sections 5(a))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 Investor 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 Investor in
writing in connection with this Note or any of the other Transaction Documents,
or as an inducement to Investor 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 similarlaw 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








14




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.  Rights ofInvestor 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, Investor
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,
Investor 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.




7. Conversion.




(a)            Optional Conversion.On or
prior to the Maturity Date, all or a portion of the outstanding
principal amount of this Note shall be convertible at the option of the Investor
into that number of shares of the Company's Common Stock as is determined by
dividing such principal amount by $0.25 per share (adjusted to reflect
subsequent stock dividends, stock splits, combinations or recapitalizations),
and subject to adjustment per Section 7(c)below. Before
Investor shall be entitled to convert this Note into shares of Common Stock
under this Section 7(a),the Investor shall execute and deliver to. the Company a common stock
purchase agreement reasonably acceptable to the Company containing customary
representations and warranties and transfer restrictions. In addition, before
Investor shall be entitled to convert this Note: into shares of Common Stock
under this Section 6(a),it shall surrender this Note, duly endorsed, at the office of the Company
and shall give written notice to the Company at its principal corporate office,
of the election to convert the same pursuant to this Section, and shall state
therein the amount of the unpaid principal amount of this Note to be converted
and the name or names in which the certificate or certificates for shares of
Common Stock are to be issued. The Company shall, as soon as practicable
thereafter, issue and deliver at such office to Investor a certificate or
certificates for the number of shares of Common Stock to which Investor shall be
entitled upon conversion (bearing such legends as are required by the common
stock purchase agreement, and applicable state and federal securities laws in
the opinion of counsel to the Company), together with a replacement Note (if any
principal amount is not converted) and any other securities and property to
which Investor is entitled upon such







15




conversion
under the terms of this Note, including a check payable to Investor for any cash
amounts payable as described in Section 7(b).The conversion
shall be deemed to have been made immediately prior to the close of business on
the date of the surrender of this Note, and the Person or Persons entitled to
receive the shares of Common Stock upon such conversion shall be treated for all
purposes as the record Investor or Investors of such shares of Common Stock as
of such date.




(b)  Fractional Shares; Interest; Effect
of Conversion.No fractional shares shall be issued upon conversion of
this Note. In lieu of the Company issuing any fractional shares to Investor upon
the conversion of this Note, the Company shall pay to Investor an amount equal
to the product obtained by multiplying the conversion price by the fraction of a
share not issued pursuant to the previous sentence. In addition, the Company
shall pay to Investor any interest accrued on the amount converted and on the
amount to be paid to the Company pursuant to the previous sentence. Upon
conversion of this Note in full and the payment of any amounts specified in this
Section 7(b),the
Company shall be forever released from all its obligations and liabilities under
this Note.




(c)  Antidilution Adjustment.In
the event the Company shall issue Additional Shares of
Common without consideration or for a consideration per share less than the
conversion price of the Note then in effect on the date of and immediately prior
to such issue, then, the conversion price of the Note as set forth in Section 7(a)above shall be
reduced, concurrently with such issue, to a price (calculated to the nearest
cent) determined by multiplying such conversion price by a fraction, the
numerator of which shall be the number of shares of common stock outstanding
immediately prior to such issue plus the number of shares which the aggregate
consideration received by the Company for the total number of Additional Shares
of Common so issued would purchase at such conversion price, and the denominator
of which shall be the number of shares of common stock outstanding immediately
prior to such issue plus the number of.such Additional Shares of Common so
issued. For the purposes of this subsection, all shares of common stock issuable
upon the exercise and/or conversion of any outstanding convertible securities of
the Company and all outstanding options shall be deemed to be
outstanding.




8. Successors and
Assigns.Subject to the restrictions on transfer described in Sections10and 11 below, the rights
and obligations of the Company and Investor shall be binding upon and benefit
the successors, assigns, heirs, administrators and transferees of the
parties.




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




10.          Transfer ofthis Note or
Securities Issuable on Conversion Hereof.With respect to any
offer, sale or other disposition of this Note or securities into which such Note
may be converted, Investor will give written notice to the Company prior
thereto, describing briefly the manner thereof, together with a written opinion
of Investor'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 Investor that Investor may sell or otherwise dispose
of this Note or such securities, 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 Investor, or








16





other
evidence, is not reasonably satisfactory to the Company, the Company shall so
notify Investor 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.




11. 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
Investor.




12. 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.




If to the
Company:















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
Investor:















17








13.        
Subordination.The indebtedness evidenced by this Note ishereby 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 Investor 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.




(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 is outstanding, permitting the holder to accelerate
the maturity thereof and Investor 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, Investor 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 Investor's rights
hereunder, Company may require that Investor execute such forms of subordination
agreement; provided that such forms shall not impose on Investor 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, Investor
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 Investor, 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 Investor 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 Investor,
be deemed to be a payment by Company to or on account of the Senior
Indebtedness.







18






(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 Investor, nothing contained in this Section 13 shall
impair, as between Company and Investor, the obligation of Company, subject to
the terms and conditions hereof, to pay to Investor the principal hereof and
interest hereon as and when the same become due and payable, or shall prevent
Investor, upon default hereunder, from exercising all rights, powers and
remedies otherwise provided herein or by applicable law.




(g) Lien
Subordination.Any Lien of Investor, 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 Investor 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.




(h) Reliance of Holders of Senior
Indebtedness.Investor, 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.




14. "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 Investor written notice of
such determination and, if within 20 days after receipt of such notice, Investor
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 Investor 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.




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




16.              
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 ispaid on this Note which
isdeemed 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.





19






17. 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.




18. 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]






20






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




TRANS
WORLD BENEFITS INTERNATIONAL, INC.


a Nevada
corporation




By: /s/
Charles
Seven
 Name
Charles
Seven
 Title:
CEO









21






EXHIBIT
C




Continuing
Guaranty


















22









CONTINUING
GUARANTY




THIS
CONTINUING GUARANTY (the "Guaranty")is
entered into asof December 4, 2007 by Charles
Seven, an individual residing at(the "Guarantor"),for the
benefit of Summer Ventures ("Simmer"). an
individual residing at 2900 Bristol St. Bldg F Suite 206, costa mesa CA
92626




RECITALS:




A.
Contemporaneously with the execution of this Guaranty, TransWorld Benefits
International, Inc., a Nevada corporation ("Company"), issued to Summer that
certain Subordinated Secured Convertible Promissory Note dated December la; 2007
(the "Promissory Note") in the principal amount of $250,000 (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 Summer 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:




I.           
Guaranty.The
Guarantor unconditionally and irrevocably guarantees to Summer 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 arerequired to be paid or
performed by the Company pursuant to the Promissory Note. This Guaranty is a
guaranty of payment of not merely of collection.




2.  Grant of Security Interest.Guarantor hereby assigns, transfers, conveys and grants to Summer a
present arid 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, Summer 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 of Summer against the Company or any security which. Summer 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






23




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
ModifyObligations and Security.The Guarantor authorizes Summer, 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 Summer, 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 Summer may elect; (e) in Summer's sole discretion, settle,
release on terms satisfactory to Summer, 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 Summer, in his sole discretion, may determine, whether
such Obligations are secured or unsecured or guaranteed or not guaranteed by
others; (a) 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 Summer
as Summer, in his sole discretion, may determine; and (h) refund at any time, at
Summer's sole discretion, any payment received by Summer in respect of any
Obligations, and payment to Summer of the amount so refunded shall be fully
guaranteed hereby even though prior thereto this Guaranty may have been
cancelled or surrendered by Summer; 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, Summer 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 Summer 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 Summer 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 Summer'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.








24


6.            Right to Dispose of Security;
Impairment of Rights.The Guarantor
hereby authorizes and
empowers Summer 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 Summer may hive 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 wail,. es any defense
to the recovery by Summer 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 Summer 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 Summer 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 §
950.1, the Guarantor specifically agrees that any action maintained by Summer
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) Summer
may collect from the Guarantor without first foreclosing on any real or personal
property collateral pledged by the Company, (ii) if Summer 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) summer
may collect from the Guarantor even if Summer, 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 Summer 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 Summer of, and no omission of Summer to exercise,
any power or authority recognized herein and no impairment or suspension of any
right or remedy of Summer 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 the
Guarantor any right of recourse against Summer. The Guarantor specifically
agrees that the failure of Summer: (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.






25




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 Summer 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. Summer 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.Summer 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 Summer, 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 Summer 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 Summer, at any
time while the Obligations remain outstanding or the Guarantor remains liable
under this Guaranty. At the request of Summer, the Company shall pay to Summer
all or any part of such subordinated obligations and any amount so paid to
Summer 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 es trustee for Summer and shall be paid over to Summer 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 Summer 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 "voidabletransfers")under the Bankruptcy Code or any other federal or state law
and Summer 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 Summer related thereto, and shall exist as though such
voidable transfer had never been made to Summer.




12.           
Delays: Cumulative Remedies.No failure or delay by Summer 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 Summer 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,








26




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 December 20, 2007.






By: /s/
Charles
Seven
 Name
Charles
Seven




27




EXHIBIT
D




Common
Stock Purchase Warrant






28












NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY EXERCISABLE HAVE BEEN
REGISTERED WITH THE SECURITIES AND  EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION REGISTRATION UNDER THE
SECURITIES ACT OF1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE ISSUER TO SUCH EFFECT




COMMON STOCK PURCHASE
WARRANT




To
Purchase 500,000 Shares of Common Stock of




TRANSWORLD
BENEFITS INTERNATIONAL, INC.


Warrant
No.:


Number of
Shares of Common Stock: 500,000


Date of
Issuance: December , 2007 ("Issuance
Date")




THIS COMMON
STOCK PURCHASE WARRANT (the "Warrant")certifies
that, for value received, (the "Holder"),is entitled, upon the terms and subject to the limitations on exercise
and the conditions hereinafter set forth, at any time on or after the Issuance
Date and on or prior to the close of business on the third anniversary of the
Issuance . Date (the "Termination Date")but not thereafter, to subscribe for and purchase from TranSWorld
Benefits International, Inc., a Nevada corporation (the "Company"),up to
5004000 shares (the "Warrant Shares")of
Common Stock, par value $0.001 per share, of the Company (the "Common Stock"),subject to adjustment as set forth herein. The purchase price of one
share of Common Stock under this Warrant shall be equal to the "Exercise Price"as
defined in Section 2(b).




Section 1.
Definitions. In addition to
the terms defined elsewhere in this Warrant, capitalized terms that are not
otherwise defined herein have the meanings given to such terms in the
Note




(a) "Additional Shares of
Common"shall mean all shares of common stock issued by the Company after
the date of this Warrant, other than issuances of:




(i)           shares
of common stock issued or issuable to officers, directors and
employees of, or consultants to, the Company pursuant to stock grants, option
plans, purchase plans or other employee stock incentive programs or arrangements
approved by the Board of
Directors, or upon exercise of options or warrants granted to such parties
pursuant to any such plan or arrangement;






29




(ii)  shares of
common stock issued upon the exercise or conversion of options
or convertible securities outstanding as of the date of this Warrant;
and




(iii)  shares of
common stock and rights to acquire shares of common stock otherwise exempted in
writing:by
Holder.




(b)  "Business Day"means
any day except Saturday, Sunday and any day which shall be a federal legal
holiday in the United States.




(c)  "Convertible Securities"means any stock or securities directly or indirectly convertible into or
exercisable or exchangeable for shares of Common Stock.




(d)        
"Note" means that certain
Subordinated Secured Convertible Promissory Note issued by the Company to
Holder, in the principal amount of $250,000 of even date herewith.




Section
2. Exercise.




a) Exercise of Warrant.Exercise of the purchase rights represented by this Warrant may be made,
in whole or in part, at any time or times on or after the Issuance Date and on
or before the Termination Date by delivery to the Company of (i) a duly executed
facsimile copy of the Notice of Exercise Form annexed hereto (the "Notice ofExercise")(or such
other office or agency of the Company as it may designate by notice in writing
to the registered Holder at the address of such Holder appearing on the books of
the Company), and (ii) payment of the aggregate Exercise Price of the shares
thereby purchased. Notwithstanding anything herein to the contrary, the Holder
shall not be required to physically surrender this Warrant to the Company until
the Holder has purchased all of the Warrant Shares available hereunder and the
Warrant has been exercised in full, in which case, the Holder shall surrender
this Warrant to the Company for cancellation within 3 trading days .of the. date
the final Notice of Exercise is delivered to the Company. Partial exercises of
this Warrant resulting in purchases Of a portion of the total number of Warrant
Shares available hereunder, and reductions pursuant to Section 3, shall have the
effect of lowering the outstanding number of Warrant. Shares purchasable
hereunder in an amount, equal to the applicable number of Warrant Shares
purchased or reduced, as the case may be. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased or reduced and
the date of such purchases or reductions. The Holder and any assignee, by
acceptance of this Warrant, acknowledge and agree that, by reason of the
provisions of this paragraph, following the purchase or reduction of a portion
of the Warrant Shares hereunder, the number of Warrant Shares available for
purchase hereunder at any given time may be less than the amount stated on the
face hereof.




b) Exercise Price.The
exercise price per share of the Common Stock under this
Warrant shall be $0.25, subject to adjustment herein (the "Exercise
Price").




30




c) Mechanics of
Exercise.




i.        Authorization ofWarrant Shares.The Company
covenants that all
Warrant Shares which may be issued upon the exercise of the purchase
rights,represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges created by the Company
in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).




ii. Delivery of Certificates
Upon Exercise.Certificates for Warrant Shares purchased hereunder shall
be transmitted by the transfer agent of the Company to the Holder by physical
delivery to the address specified by the Holder in the Notice of Exercise within
3 trading days from the delivery to the Company of the Notice of Exercise form,
surrender of this Warrant (if required) and payment of the aggregate Exercise
Price as set forth above.




iii.  Delivery of New Warrants
Upon Exercise.If this Warrant shall have been exercised in part, the
Company shall, at the request of a Holder and upon surrender of this Warrant
certificate, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant evidencing the
rights of Holder to purchase the unpurchased Warrant Shares called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant:




iv. No Fractional Shares or
Scrip.No fractional shares or scrip representing fractional shares shall
be issued upon the exercise of this Warrant.
As to ally fraction of a share which Holder would otherwise be entitled to
purchase upon such exercise, the Company shall at its election, either pay a
cash :adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the Exercise Price or round up to the next whole
share.  v. Charges, Taxes and Expenses.Issuance of certificates for Warrant Shares shall be made without
charge to the Holder for any issue or transfer tax or other incidental expense
in respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the Holder or in such name or names as may be directed by the Holder; provided,however,that in the
event certificates for Warrant Shares are to be issued in a name other than the
name of the Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the Holder;
and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto.






31




vi. Closing of Books.The
Company will not close its stockholder books or records in any manner which
prevents the timely exercise of this Warrant, pursuant to the terms
hereof.




Section
3. Certain
Adjustments.




a) Stock Dividends and Splits.If the Company, at any time while this Warrant is outstanding: (A) pays a
stock dividend or otherwise make a distribution or distributions on shares of
its Common Stock or any other equity or equity equivalent securities payable in
shares of Common Stock (which,, for avoidance of doubt, shall not include any
shares of Common Stock issued by the Company upon exercise of this
Warrant), (B) subdivides outstanding shares of Common Stock into a larger number
of shares, (C) combines (including by way .of reverse stock split). outstanding
shares of Common Stock into a smaller number of shares, or (D) issues by
reclassification of shares of the Common Stock any shares of capital stock of
the Company, then in each case the Exercise Price shall be multiplied by a
fraction of which the numerator. shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event and the number of shares issuable upon
exercise of this Warrant shall be proportionately adjusted. Any adjustment made
pursuant to this Section 3(a) shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or
reclassification.




Antidilution Adjustment.In the event the Company shall issue Additional Shares of
Common .Without
consideration or for a consideration per share less than the Exercise Price
there in effect on the date of and immediately prior to such issUe; then, the
Exercise Price shall be reduced, concurrently with such issue, to a price
(calculated to. the nearest cent) deterMined by multiplying such Exercise Price
by a fraction, the numerator of which
shall be the number of shares of common stock outstanding immediately prior. to such
issue Plus the number of shares which the aggregate consideration received by
the Company for, the total number of Additional Shares of Common so issued would
purchase at such Exercise Price, and the denominator of which shall be the
number of shares of common stock outstanding immediately prior to such issue
plus the number of such Additional Shares of Common so issued. For the purposes
of this subsection, all shares of common-stock issuable upon the exercise and/or
conversion of any outstanding convertible securities of the Company and all
outstanding options shall be deemed to be outstanding.




c) Calculations.All
calculations under this Section 3 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 3,
the number of shares of Common Stock deemed to be issued and outstanding as of a
given date.shall be the sum of the number of-shares of Common Stock (excluding
treasury shares, if any) issued and outstanding






32






d) 
Notice to Holders.
Adjustment to Exercise,Price.Whenever the Exercise Price, is
adjusted pursuant to any  provision  of this Section 3, the Company's
shall promptly mail to each holder a notice setting forth the Exercise
 Price after such adjustment and setting forth a brief statement of 
the facts requiring Such adjustment




Section 4. Purchase Rights.In addition.
to any adjustments pursuant to Section 3 above, if at any tine the Company
grants, issues or sells any Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata. to the record holders of. any
class of shares of Common Stock (the "Purchase Rights"),
then upon the exercise of this Warrant in accordance with its terms, the Holder
will be entitled to acquire, upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which the Holder could have acquired if the Holder
completed such exercise of this Warrant immediately before the date on which a
record is taken for the grant, issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of shares of
Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights.




Section 5. Fundamental Transactions.If at
any time while this Warrant is outstanding, (i) the Company effects any merger
of the Company with or into another entity, (ii) the Company effects any sale of
all or substantially all of its assets in one or a series of related
transactions, (iii) any tender offer or exchange offer (whether by the Company
or another individual or entity) is completed pursuant to which holders of
Common Stock are permitted to tender or exchange their shares for other
securities, cash or property or (iv) the Company effects any reclassification of
the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or
property (other than as a result of a subdivision or combination of shares of
Common Stock) (in any such case, a "Fundamental Transaction"),then upon any subsequent exercise of this Warrant, the Holder shall have
the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental
Transaction, at the option of the Holder, (a) upon exercise of this Warrant, the
number of shares of ComMon Stock of the successor or acquiring corporation or of
the Company, if it is the surviving
corporation, and any additional consideration (the "Alternate
Consideration")receivable upon
or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a Holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event. For purposes
of any such exercise, the determination of the Exercise Price shall be adjusted
to apply to such Alternate ConSideration based on the amount Of Alternate
Consideration issuable in respect of one share of. Common Stock in such
Fundamental Transaction, and the Company shall apportion the Exercise Price
among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this
Warrant following such Fundamental Transaction. To the extent necessary to
effectuate the foregoing provisions, any successor to the Company or surviving
entity in such Fundamental Transaction shall issue to the Holder a new warrant
..consistent with the foregoing





33




provisions
and evidencing the Holders right to exercise such warrant into Alternate
Consideration. The terms of any agreement pursuant to which a FundaMental:
Transaction is  effected shall include terms, successor or surviving
entity to comply With the provisions of this Section 5 and insuring that
this Warrant (or any replacement security) Will be similarly adjusted upon any
subsequent transaction-analogous to a Fundamental Transaction.





Section
6.  Transfer of
Warrant.




a)  Transferability.Subject to compliance with any applicable securities laws and the
conditions set forth in Section 6(d) hereof, this Warrant and all rights
hereunder (including, without limitation, any registration rights) are
transferable, in whole or in part, upon surrender of this Warrant at the
principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly
executed by the Holder or its agent or attorney and funds sufficient-to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and
shall issue to the assignor a -new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be cancelled. A
Warrant, if properly assigned, may be exercised by a new holder for the purchase
of Warrant Shares without having a new Warrant issued.




b)  New Warrants.This
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to: be issued,
signed by the Holder or its agent or attorney. Subject to compliance
with.Section 6(a), as to any transfer which may be involved in such division or
combination, the. Company shall execute and deliver a new Warrant or . Warrants
in *exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.




c)  Warrant Register.The
Company shall register this Warrant, upon records to be maintained by the
Company for that purpose in the name of the record Holder hereof from time to
time. The Company may deem and treat the registered Holder of this Warrant as
the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to
the contrary.




d)  Transfer Restrictions.The Company may require, as a condition of allowing the transfer of this
Warrant (i) the opinion of counsel to the Company that such transfer may be made
without registration under the Securities Act and under applicable state
securities or blue sky laws, and (ii) that the holder or transferee execute and
deliver to the Company an investment letter in form and substance acceptable to
the Company and (iii) that the transferee be an "accredited investor" as defined
in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the
Securities Act or a "qualified institutional buyer" as defined in Rule 144A(a)
under the Securities Act.






34









Section
7. Miscellaneous.




a) No Rights as Shareholder
Until Exercise:- This Warrant does not entitle the
Holder to any voting rights or other rights as a shareholder of the Company
prior to the
exercise set forth herein.




b)           "Piggyback" Registration.If at
any time the Company shall determine 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 of 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 Warrant Shares ("Registrable Shares"),or (c) a registration relating to securities issued in connection with an
acquisition by the Company, the Company shall send to Holder written notice of
such determination and; if within 20 days after receipt of such notice, Holder
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 Holder 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.




c)  Loss, Theft, Destruction or
Mutilation of Warrant.The Company covenants that upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the Warrant, shall
not include. the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or. stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.




d)  Saturdays, Sundays,
Holidays, etc.If the last or appointed day for the taking of any action
or the expiration of any tight required or granted herein shall not be a
Business Day; then such action may be taken or such right may be exercised on
the next succeeding Business Day




e)  Jurisdiction.All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be determined in accordance with the provisions of the
Note.




f)  Restrictions.The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant will have restrictions upon resale imposed by state and federal
securities. laws.




Nonwaiver and Expenses.No course of dealing or any delay or failure to exercise any right
hereunder on the part of Holder shall operate as a waiver of such right
7








35






or
otherwise -:prejudice Holder's rights, powers or remedies, notwithstanding the
fact that all rights hereunder terminate on the Termination Date.




h)  Notices.Any notice,
request or other document required or permitted to be given or delivered the
Holder by the Company shall be delivered in accordance with the notice
provisions of the Mite.




imitation of Liability.No provision hereof, in the absence of any affirmative action
by Holder to exercise this Warrant to purchase Warrant Shares, and no
enumeration herein of the rights or privileges of Holder, shall give rise to any
liability
of Holder for the purchase price of any Common


Stock or
as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.




j)  Remedies.Holder, in
addition to being entitled to exercise all rights granted by law, hiding
recovery of damages, will be entitled to specific performance of its rights
under this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Warrant and hereby agrees to waive and not to assert the
defense.in any action for specific performance that a remedy at law would be
adequate.




k)  Successors and Assigns.Subject to applicable securities laws, this Warrant and the rights and
obligations evidenced hereby shall inure to the benefit of and be binding upon
the successors of the Company and the successors and permitted assigns of
Holder. The provisions of this Warrant are intended to be for the benefit of all
Holders from time to time of this Warrant and shall be enforceable by any such
Holder or holder of Warrant Shares.




1)            Amendment.This
Warrant may be modified or amended or the provisions hereof
waived with the written consent of the Company and the Holder.




m)  Severability.Wherever possible, each provision of this Warrant shall be interpreted in
such Manner as to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provisions or' he
remaining provisions of this Warrant.




n)  Headings.The
headings used in this Warrant are for the convenience of reference
only and shall not, for any purpose, be deemed a part of this
Warrant.




********************







36






IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereUnto duly authorized.




Dated:
December, 2007




TRANS
WORLD BENEFITS INTERNATIONAL, INC.
   By: /s/
Charles
Seven
 Name
Charles
Seven
 Title:
Chief Executive Officer
  37