THINKA WEIGHT LOSS CORP
THINKA 8K, STOCK REDEMPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>thinkastockredemagree.txt
<DESCRIPTION>THINKA 8K, STOCK REDEMPTION AGREEMENT
<TEXT>






                           STOCK REDEMPTION AGREEMENT


     THE STOCK  REDEMPTION  AGREEMENT  ("Agreement") is made and entered into in
duplicate  this  28th  day of June  2002,  by and  between  Thinka  Weight  Loss
                 ----               ----                    --------------------
Corporation,   a  Nevada   corporation   ("Corporation"),   and  Six  Forty-Nine
-----------                                                      ---------------
Incorporated ("Shareholder").
------------

                                    RECITALS

     A.   The  Shareholder is the owner of Eleven  Million,  Two Hundred & Fifty
                                           -------------------------------------
Thousand  (11,250,000)  shares of the $.01 par value  common stock issued by the
--------
Corporation   represented  and  evidenced  by  and  is  contained  within  share
certificate number 1099 ("Subject Shares").

     B.   The  Corporation  desires  to  redeem  the  Subject  Shares  from  the
Shareholder,  on the terms  and  subject  to the  conditions  specified  in this
Agreement.

     C.   The  Shareholder  desires to,  assign,  transfer,  convey,  surrender,
deliver and set over the Subject Shares to the Corporation, on terms and subject
to the conditions specified in this Agreement.

(begin boldface)
NOW,  THEREFORE,  IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED TO BE A SUBSTANTIVE  PART OF THIS  AGREEMENT,  AND THE MUTUAL  COVENANTS,
PROMISES, UNDERTAKINGS,  AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS  AGREEMENT  AND OTHER GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT  AND
SUFFICIENCY  OF WHICH ARE HEREBY  ACKNOWLEDGED,  WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:
(end boldface)

     1.   Incorporation  of  the  Recitals.  The  Recitals  of  this  Agreement,
     --------------------------------------
specified above, by this reference,  are made a part of this Agreement as though
specified completely and specifically at length in this Agreement.

     2.   Redemption of Subject  Shares.  On the terms and subject to all of the
     -----------------------------------
conditions specified by the provisions of this Agreement, the Shareholder hereby
forever and irrevocably assigns,  transfers,  surrenders,  conveys, delivers and



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<PAGE>




sets  over  to  the  Corporation,   and  Corporation  hereby  redeems  from  the
Shareholder,  the Subject Shares, by the Shareholder surrendering and delivering
to the Corporation the certificate or certificates  representing  and evidencing
the Subject  Shares,  duly endorsed for transfer or  accompanied by stock powers
duly executed by the Shareholder.

     3.   Consideration.  As the consideration for the Shareholder's  surrender,
     -------------------
and the Corporation's  redemption,  of the Subject Shares, the Corporation shall
deliver to  Shareholder,  on the date of the  execution of this  Agreement,  the
Mediterranean Weight Loss Program as per the attached Schedule "B".

     4.   Shareholder's   Representations,   Warranties   and   Covenants.   The
     ---------------------------------------------------------------------
Shareholder  represents and warrants to the  Corporation  and covenants with the
Corporation  the  following,  the  truth  and  accuracy  of each of which  shall
constitute a condition precedent to the obligations of the Corporation  pursuant
hereto:

          3.1  Validity of Agreement.  This Agreement is valid and obligates the
          ---------------------------
          Shareholder.

          3.2  Share Ownership.  The Shareholder is the owner, free and clear of
          ---------------------
          any encumbrances,  of the Subject Shares. The Shareholder has full and
          complete right and authority to transfer, sell, surrender,  assign and
          convey the Subject Shares to the Corporation.

          3.3  Brokerage and Finder's Fees. The Shareholder has not incurred any
          ---------------------------------
          liability  to any  broker,  finder  or agent for any  brokerage  fees,
          finder's  fees  or  commissions   with  respect  to  the   transaction
          contemplated by the provisions of this Agreement.

          3.4  Voluntary  Nature of  Transaction.  The surrender and sale by the
          ---------------------------------------
          Shareholder  to the  Corporation  of the Subject Shares is made freely
          and voluntarily by the Shareholder.  The Shareholder,  in surrendering
          the Subject  Shares to the  Corporation,  is not acting  under  fraud,
          duress, menace or undue influence.

     5.   Corporation's   Representations   and   Warranties.   The  Corporation
     --------------------------------------------------------
represents and warrants to the  Shareholder  and covenants with the  Shareholder
the  following,  the truth and  accuracy  of each of which  shall  constitute  a
condition precedent to the obligations of the Shareholder pursuant hereto:



                                        2
<PAGE>




          4.1  Validity of Agreement.  This Agreement is valid and obligates the
          ---------------------------
          Corporation. The Corporation has full and complete power and authority
          to redeem the Subject  Shares,  as  contemplated  by the provisions of
          this Agreement.

          4.2  Brokerage and Finder's Fees. The Corporation has not incurred any
          ---------------------------------
          liability  to any  broker,  finder  or agent for any  brokerage  fees,
          finder's  fees  or  commissions   with  respect  to  the  transactions
          contemplated by the provisions of this Agreement.

          4.3  Voluntary Nature of Transaction.  The Corporation's  agreement to
          -------------------------------------
          enter into the  transaction  contemplated  by the  provisions  of this
          Agreement  is made  freely and  voluntarily  by the  Corporation.  The
          Corporation in redeeming the Subject Shares is not acting under fraud,
          duress, menace or undue influence.

     6.   Recovery of Litigation  Costs. If any legal or equitable action or any
     -----------------------------------
arbitration or other proceeding is brought for the enforcement or interpretation
of this  Agreement,  or  because  of an  alleged  dispute,  breach,  default  or
misrepresentation  in connection  with any of the provisions of this  Agreement,
the  successful  or  prevailing  party shall be  entitled to recover  reasonable
attorneys'  fees and other  costs  incurred  in such  action or  proceeding,  in
addition to any other relief to which it may be entitled.

     7.   Governmental  Rules and Regulations.  The provisions of this Agreement
     -----------------------------------------
and the Transaction are subject to any and all present and future orders,  rules
and regulations of any duly  constituted  authority  having  jurisdiction of the
transaction contemplated by the provisions of this Agreement.

     8.   Notices.   All   notices,   requests,   claims,   demands   and  other
     -------------
communications  to be given  pursuant to the  provisions  hereof by any party to
this  Agreement to any other party to this Agreement may be effected by personal
delivery in writing or by registered or certified mail, postage prepaid,  return
receipt requested,  and shall be deemed  communicated as of one business day for
mailing.  Mailed  notices  shall be  addressed  as set  forth  below;  provided,
however,  each party to this  Agreement may change its address by written notice
in accordance with the provisions of this paragraph:




                                        3
<PAGE>





     If to the Shareholder: 151-10090-152nd Street, #401, Surrey, B.C. V3R 8X8

     If to the Corporation: 3675 Pecos-McLeod, #1400, Las Vegas NV. 89121

     9.   Entire  Agreement.   This  Agreement  supersedes  any  and  all  other
     -----------------------
agreements,  either  oral or in writing,  between the parties to this  Agreement
with  respect to the subject  matter of this  Agreement  and  specifies  all the
covenants and agreements  between those parties with respect  thereto,  and each
party  to this  Agreement  acknowledges  that no  representations,  inducements,
promises,  or agreements,  orally or otherwise,  have been made by any party, or
anyone acting on behalf of any party which are not embodied herein, and that any
other  agreement,  statement,  or promise  concerning the subject matter of this
Agreement shall be of no force or effect except in a subsequent  modification in
writing signed by the party to be charged.

     10.  Severability. In the event any part of this Agreement, for any reason,
     ------------------
is declared to be invalid,  such  decision  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,  and it is hereby  declared  the  intention of the
parties to this  Agreement  that those parties would have executed the remaining
portion of this Agreement  without  including any such part,  parts,  or portion
which, for any reason, may be hereafter declared invalid.

     11.  Captions  and  Interpretations.  Captions  of the  paragraphs  of this
     ------------------------------------
Agreement are for  convenience  and reference  only, and the words  contained in
those captions shall in no way be held to explain, modify, amplify or aid in the
interpretation,  construction or meaning of the terms, conditions and provisions
of this Agreement.  The language and all parts to this Agreement,  in all cases,
shall be construed  in  accordance  with the fair  meaning of that  language and
those parts and as if that language and those parts were prepared by all parties
and not strictly for or against any party. Each party and counsel for such party
have reviewed this Agreement and participated in the negotiation and drafting of
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.

     12.  Further Assurance.  Each party to this Agreement hereby agrees to take
     -----------------------
any and all action  necessary  or  appropriate  to  execute  and  discharge  its
responsibilities  and  obligations  created  pursuant to the  provisions of this
Agreement  and to further  effectuate  and carry out the intents and purposes of
this Agreement and the transactions contemplated hereby.


                                        4
<PAGE>




     13.  Number  and  Gender.  Whenever  the  singular  number  is used in this
     -------------------------
Agreement,  and when required by the context, the same shall include the plural,
and vice versa;  the  masculine  gender  shall  include the  feminine and neuter
genders,  and  vice  versa;  and the word  "person"  shall  include  individual,
company, sole proprietorship,  corporation,  joint venture,  association,  joint
stock  company,   fraternal   order,   cooperative,   league,   club,   society,
organization,  trust,  estate,  governmental  agency,  political  subdivision or
authority,  firm,  municipality,  congregation,  partnership,  or other  form of
entity.

     14.  Execution in  Counterparts.  This Agreement may be executed in several
     --------------------------------
counterparts  and, when so executed,  those  counterparts  shall  constitute one
agreement  which shall obligate all parties to this  Agreement,  notwithstanding
that all parties to this  Agreement  are not  signatory to the original and same
counterpart.

     15.  Successors  and Assigns.  This  Agreement  and each of its  provisions
     -----------------------------
shall obligate the heirs, executors, administrators,  successors, and assigns of
each of the parties hereto. No provisions of this paragraph, however, shall be a
consent to the  assignment or  delegation by any party to this  Agreement of its
respective  rights and  obligations  created  pursuant to the provisions of this
agreement.


     IN WITNESS  WHEREOF,  the parties to this Stock  Redemption  Agreement have
executed in duplicate this Agreement of the date first above written.


                                                Thinka Weight Loss Corporation

                                                By:
                                                    ---------------------------
                                                Its: President


                                                By:
                                                    ---------------------------
                                                Its: Secretary


Six Forty-Nine Incorporated


By:
   ---------------------------
Its:     President



By:
   ---------------------------
Its:     Secretary



                                        5
<PAGE>


               Attached Schedule "B" to Stock Redemption Agreement
               ---------------------------------------------------
        between Thinka Weight Loss Corp. and Six Forty-Nine Incorporated
        ----------------------------------------------------------------


     The Mediterranean Weight Loss Program

The Invention:
--------------

A scientific weight loss program to be used for 5-30 lbs. weight loss.

Components:
-----------

A reducing 1200 calories, daily consisting of the following structured program:

     1.   A specifically  formulated  liquid  product,  in a can or bottle,  for
          breakfast and an identical formulation for lunch.

     2.   Plus an evening meal  consisting  of the  remaining  calories to total
          1200 a day.

The composition of the product is the following:

     1.   A  high-level   monounsaturated  fat  ("safe  fat")  corresponding  to
          scientific nutrition information.

     2.   A specific content of  carbohydrates  to facilitate  weight loss and a
          specified amount of protein.

Dinner menu:

The dinner menu will consist of the following:

     1.   A recipe  consistent  with the product  composition  and caloric daily
          requirement.

     2.   Thirty  Mediterranean  region  recipes will be  included,  mainly from
          France, Italy, and Greece.

The formula has been submitted to the Garden State Nutritionals.








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