EXHIBIT 10.7

                                    AGREEMENT
                   FOR THE ASSUMPTION OF WARRANTS OBLIGATIONS

THIS AGREEMENT FOR THE ASSUMPTION OF WARRANTS OBLIGATIONS  ("Agreement") is made
as of January 14, 2002, by and between Thinka Weight Loss Corporation,  a Nevada
corporation  ("Assuming  Party"),  and Six  Forty-Nine  Incorporated,  a  Nevada
corporation ("Six Forty-Nine").

                                    RECITALS

     A.   Six  Forty-Nine  has a granted to various  persons and entities as per
     the attached Schedule "A", certain Warrants of Six Forty-Nine ("Warrants").

     B.   The Assuming Party and Six Forty-Nine,  and each of them,  desire that
     Assuming Party assume and be obligated by the obligations of Six Forty-Nine
     relating  to the  Warrants,  on the terms  and  subject  to the  conditions
     specified in this Agreement.

     NOW,  THEREFORE,  IN CONSIDERATION  OF THE MUTUAL  PROMISES,  COVENANTS AND
     UNDERTAKINGS  SPECIFIED IN THIS  AGREEMENT AND FOR GOOD AND OTHER  VALUABLE
     CONSIDERATION,   THE   RECEIPT   AND   SUFFICIENCY   OF  WHICH  ARE  HEREBY
     ACKNOWLEDGED,  WITH THE INTENT TO BE OBLIGATED  LEGALLY AND EQUITABLY,  THE
     PARTIES TO THIS AGREEMENT HEREBY AGREE AS FOLLOWS:

1.   Recitals. The above recitals are true and correct and are incorporated into
     ---------
     this Agreement.

2.   Assumption.  On the terms and subject to the  conditions  specified in this
     -----------
     Agreement,  the Assuming  Party hereby  assumes all the  obligations of Six
     Forty-Nine  pursuant and  relating to the  Warrants.  In that  regard,  the
     Assuming Party shall perform all covenants,  stipulations,  agreements, and
     obligations pursuant to the Warrants.

3.   Warranties and Covenants.  Six Forty-Nine warrants and covenants that as of
     -------------------------
     the date of Six Forty-Nine execution of this Agreement (a) the Warrants are
     in full force and effect  without  modification  of any kind and constitute
     the valid, binding, and enforceable obligations of Six Forty-Nine;  (b) Six
     Forty-Nine has the power and capacity to enter into,  perform,  and deliver
     this Agreement;  and (c) the execution of this Agreement Six Forty-Nine has
     been  duly  authorized  by all  necessary  action  of Six  Forty-Nine.  The
     Assuming Party shall defend by Six Forty-Nine against the lawful claims and
     demands of all holders of the  Warrants.  The Assuming  Party  warrants and
     covenants  that it has the power and capacity to enter into,  perform,  and
     deliver this  Agreement;  and that the  execution of this  Agreement by the
     Assuming  Party has been duly  authorized  by all  necessary  action of the
     Assuming Party.

4.   No  Change  Of  Warrants.  Notwithstanding  any  other  provisions  of this
     -------------------------
     Agreement to the contrary, nothing contained in this Agreement shall in any
     way supersede,  modify,  replace,  amend, change,  rescind,  waive, exceed,
     expand,  enlarge or in any way  affect  the  Warrants.  This  Agreement  is
     intended  only to  effect  the  assumption  of the  Warrants  and  shall be
     governed  entirely  in  accordance  with the  terms and  conditions  of the
     agreements creating and evidencing the Warrants.


                                        1
<PAGE>




5.   Further  Assurances.  Each party, at any time and from time to time, at the
     --------------------
     other party's request, shall execute,  acknowledge, and deliver any and all
     instruments  and take any and all action that may be necessary or proper to
     carry  out,  perform,  and  effectuate  the  intents  and  purposes  of the
     provisions of this Agreement. In the case of refusal or failure to do so by
     any party,  the other parties,  and each of them,  shall have the power and
     authority,  as  attorney-in-fact  for the party so refusing or failing,  to
     execute, acknowledge, and deliver such instrument.

6.   Time of the Essence.  Time is, and at all times  hereafter shall be, of the
     --------------------
     essence  in  satisfying  the  terms,  conditions  and  provisions  of  this
     Agreement.

7.   Captions and Interpretations.  Captions of the paragraphs of this Agreement
     -----------------------------
     are for convenience  and reference  only, and the works  specified  therein
     shall  in no  way  be  held  to  explain,  modify,  amplify  or  aid in the
     interpretation,   construction,  or  meaning  of  the  provisions  of  this
     Agreement. The language in all parts to this Agreement, in all cases, shall
     be construed  in  accordance  with the fair meaning of that  language as if
     prepared  by all parties and not  strictly  for or against any party.  Each
     party and counsel for such party have reviewed this Agreement.  The rule of
     construction, which requires a court to resolve any ambiguities against the
     drafting  party,  shall not apply in  interpreting  the  provisions of this
     Agreement.

8.   Choice of Law and Consent to  Jurisdiction.  This Agreement shall be deemed
     -------------------------------------------
     to have been entered into in the State of Nevada. All questions  concerning
     the  validity,   interpretation,  or  performance  of  any  of  the  terms,
     conditions  and  provisions  of this  Agreement  or of any of the rights or
     obligations of the parties shall be governed by, and resolved in accordance
     with,  the laws of the State of Nevada  without  regard to conflicts of law
     principles.

9.   Severability.  In the event any part of this Agreement,  for any reason, is
     -------------
     determined  by a  court  of  competent  jurisdiction  to be  invalid,  such
     determination  shall not affect the  validity of any  remaining  portion of
     this  Agreement,  which  remaining  portion  shall remain in full force and
     effect as if this  Agreement  had been  executed  with the invalid  portion
     thereof eliminated. It is hereby declared the intention of the parties that
     they would have executed the remaining  portion of this  Agreement  without
     including any such part, parts, or portion,  which, for any reason,  may be
     hereafter determined to be invalid.

10.  Governmental  Rules  and  Regulations.  The  transaction  and  relationship
     --------------------------------------
     contemplated  by this Agreement are and shall remain subject to any and all
     present and future orders,  rules and  regulations of any duly  constituted
     authority having jurisdiction of that transaction and that relationship.

11.  Force Majeure. If any party is rendered unable, completely or partially, by
     --------------
     the  occurrence  of an event of "force  majeure"  (hereinafter  defined) to
     perform  such  party's  obligations  created  by  the  provisions  of  this
     Agreement,  such party shall give to the other party prompt  written notice
     of the  event of  "force  majeure"  with  reasonably  complete  particulars
     concerning such event; thereupon,  the obligations of the party giving such
     notice,  so far as those  obligations  are  affected by the event of "force

                                        2
<PAGE>




     majeure," shall be suspended during, but no longer than, the continuance of
     the event of "force  majeure."  The party  affected by such event of "force
     majeure"  shall use all  reasonable  diligence  to resolve,  eliminate  and
     terminate  the event of "force  majeure"  as  quickly as  practicable.  The
     requirement  that an event of "force  majeure"  shall be remedied  with all
     reasonable  dispatch  as  hereinabove  specified,  shall  not  require  the
     settlement of strikes,  lockouts or other labor  difficulties  by the party
     involved,  contrary to such party's  wishes,  and the resolution of any and
     all such  difficulties  shall be handled  entirely within the discretion of
     the party  concerned.  The term "force  majeure"  as used  herein  shall be
     defined as and mean any act of God, strike,  civil disturbance,  lockout or
     other  industrial  disturbance,  act of the public  enemy,  war,  blockage,
     public riot, earthquake,  tornado,  hurricane,  lightning, fire, epidemics,
     quarantine  restrictions,  public demonstration,  storm, flood,  explosion,
     freight embargoes,  governmental action,  governmental delay,  restraint or
     inaction,  unavailability of equipment, default of a party's subcontractors
     or suppliers,  and any other cause or event, whether of the kind enumerated
     specifically  herein,  or  otherwise,  which is not  reasonably  within the
     control of the party claiming such suspension.

12.  Consent to Agreement. By executing this Agreement,  each party, for itself,
     ---------------------
     represents  such party has read or caused to be read this  Agreement in all
     particulars,   and   consents  to  the  rights,   conditions,   duties  and
     responsibilities  imposed upon such party as  specified in this  Agreement.
     Each party represents,  warrants and covenants that such party executes and
     delivers  this  Agreement  of its own free will and with no  threat,  undue
     influence,  menace,  coercion  or duress,  whether  economic  or  physical.
     Moreover,  each party represents,  warrants,  and covenants that such party
     executes this Agreement acting on such party's own independent judgment.


IN WITNESS WHEREOF,  the parties have executed this Assignment and Assumption of
------------------
Warrants Obligations on the day and year first above written.


     Thinka Weight Loss Corporation,          Six Forty-Nine Incorporated,
     a Nevada corporation                     a Nevada Corporation

     By: /s/ Stacey Lauridia                  By: /s/ Louis Scarrone
        -------------------------                -------------------------
     Its:  President                          Its:  President


     By: /s/ Kathy Whyte                      By: /s/ Kathy Whyte
        -------------------------                -------------------------
     Its:  Secretary                          Its:  Secretary





                                        3