Exhibit 7
INDEMNITY AGREEMENT
IN CONSIDERATION OF XXXXXX X. XXXXXXXXX, an individual ("Indemnitee"), entering
into and becoming a party to that certain Put and Call Agreement, dated as of
January 29, 2003 (the "Put Agreement"), XXXXXXX X. SEVEN, an individual
("Seven"), and FLAX-FLEX FABRICATORS, LTD., a Gibraltar company ("Flax-Flex")
(collectively, the "Indemnitors"), hereby assume full responsibility and agree
to indemnify and save harmless Indemnitee from and against all liabilities,
losses, damages, costs, charges, counsel fees and other expenses of every kind,
nature and character, which Indemnitee may incur as a result of the obligations
set forth in the Put Agreement.
The responsibility of the Indemnitors to indemnify, hold harmless and contribute
as herein provided is limited to the actual contribution made by Indemnitee
pursuant to the Put Agreement and shall be offset by any income actually
received by Indemnitee pursuant to the Put Agreement.
Seven and Flax-Flex shall each post 1,000,000 shares (for a collective total of
2,000,000 shares) of common stock (the "Collateral") of Thinka Weight-Loss
Corporation, a Nevada corporation (the "Corporation"), as collateral for
Indemnitors' obligations under this Agreement. Indemnitee hereby acknowledges
that either Indemnitor may substitute the Collateral provided herein with other
shares of common stock of the Corporation and, following such substitution of
Collateral, substitute a new indemnitor under this Agreement and a new pledgor
under the "Pledge" (as defined below). Indemnitee shall not be under any
obligation to prosecute or to defend any action or suit in relation to
Indemnitee's obligations under the Put Agreement which may involve an expense or
liability on behalf or against Indemnitee, unless the Indemnitors shall, when
such occasion arises, furnish Indemnitee with satisfactory security for expense
or liability. Indemnitors shall enter into a separate pledge and security
agreement (the "Pledge") granting to Indemnitee a perfected security interest in
the Collateral. If suit is brought on this Indemnity Agreement, any judgment
obtained will be enforced only against the Collateral and against the proceeds
of sale or other disposition thereof, and not personally against any Indemnitor,
its respective heirs or assigns. Nothing in this paragraph shall be deemed to
be a release or impairment of the obligations created by this Indemnity
Agreement or of the security interest in the Collateral granted under the Pledge
or, except as expressly provided herein, to preclude Indemnitee from enforcing
or exercising its rights and remedies under the Pledge.
Dated: January 29, 2003
FLAX-FLEX FABRICATORS, LTD.,
a Gibraltar company
/s/ Xxxxxxx X. Seven By:/s/Xxxxxx Xxxxxx
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XXXXXXX X. SEVEN, an individual Name: Xxxxxx Xxxxxx
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Title: Director
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