Extension Agreement to Share Purchase Agreement among Farline Venture Corporation, William Iny, and Purchasers

Summary

This agreement extends the closing date for the purchase and sale of 5,300,000 shares of Thinka Weight-Loss Corporation from December 2002 to March 25, 2003. Farline Venture Corporation and William Iny (the sellers) and several individual and corporate purchasers agree to new payment terms: $25,000 due by March 10, 2003, and the remaining $125,000 at closing. All other terms of the original agreement remain unchanged. The agreement is effective as of December 23, 2002.

EX-10.1 7 doc7.txt EXTENSION AGREEMENT ------------------- THIS EXTENSION AGREEMENT (the "Agreement") dated for reference effective the 23rd day of December, 2002 (the "Effective Date"). AMONG: FARLINE VENTURE CORPORATION, a body corporate with offices ----------------------------- at Suite 2100- 1066 West Hastings Street, Vancouver, British Columbia (hereinafter the "Vendor") OF THE FIRST PART AND: WILLIAM INY of 5709 Hudson Street ------------ Vancouver, BC V6M 2Z2 (hereinafter the "Vendor's Principal") OF THE SECOND PART AND: CHARLES SEVEN, RON ROBERTSON, KEITH ROMINE, ------- ------ --------------- -------------- THOMAS BLAKE, PIRJO JARVIS, and -------------- ----- ------ FLAX-FLEX FABRICATORS, LTD., of ----------------------------- 20516 Claremont Avenue Riverside, CA 92507 (hereinafter the "Purchasers") OF THE THIRD PART WHEREAS: A. The Vendor, the Vendor's Principal and the Purchasers entered into an agreement dated September 24, 2002 (the "Original Agreement"). B. The parties have agreed to extend the date for the closing of the purchase and sale of shares of Thinka Weight-Loss Corporation (the "Company") pursuant to the Original Agreement to March 25, 2003. NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the payment of the sum of $10.00 by the Purchasers to the Vendor and the Vendor's Principal and in consideration of the mutual covenants and conditions hereinafter contained, the parties hereto have agreed and do hereby agree as follows: 1. The timing of payment of the purchase price is amended by replacing Section 2 of the Original Agreement with the following: Page 1 of 4 "2. The aggregate purchase price will be $150,000 US (the "Purchase Price"), being approximately $0.0283 per share and will be payable as follows: a. $25,000 on or before March 10, 2003; and b. The balance of $125,000 at the closing." 2. The date and place for the closing of the purchase and sale of the 5,300,000 shares of the Company pursuant to the Original Agreement is hereby extended to March 25, 2003 by replacing Section 8 of the Original Agreement with the following: "8. Closing shall take place at the offices of Lee Goddard & Duffy, LLP in Irvine, California, on the 25th day of March, 2003 or at such earlier date as the Purchasers may on three days' notice, specify." 3. The Original Agreement shall continue in full force and effect in accordance with its terms without amendment, except as provided for in this Agreement. 4. This agreement may be executed in counterparts which together shall form one and the same instrument. IN WITNESS WHEREOF this agreement has been executed by the parties as of the day and year first above written. FARLINE VENTURE CORPORATION by its authorized signatory: ____________________________________________ Signature of Authorized Signatory ____________________________________________ Name and Title of Authorized Signatory SIGNED, SEALED AND DELIVERED BY WILLIAM INY in the presence of: ___________________________________ ___________________________________ Name of Witness WILLIAM INY ___________________________________ Address of Witness ___________________________________ Page 2 of 4 SIGNED, SEALED AND DELIVERED BY CHARLES SEVEN in the presence of: ___________________________________ ___________________________________ Name of Witness CHARLES SEVEN ___________________________________ Address of Witness ___________________________________ SIGNED, SEALED AND DELIVERED BY RON ROBERTSON in the presence of: ___________________________________ ___________________________________ Name of Witness RON ROBERTSON ___________________________________ Address of Witness ___________________________________ SIGNED, SEALED AND DELIVERED BY KEITH ROMINE in the presence of: ___________________________________ ___________________________________ Name of Witness KEITH ROMINE ___________________________________ Address of Witness ___________________________________ Page 3 of 4 SIGNED, SEALED AND DELIVERED BY THOMAS BLAKE in the presence of: ___________________________________ ___________________________________ Name of Witness THOMAS BLAKE ___________________________________ Address of Witness SIGNED, SEALED AND DELIVERED BY PIRJO JARVIS in the presence of: ___________________________________ ___________________________________ Name of Witness PIRJO JARVIS ___________________________________ Address of Witness ___________________________________ ___________________________________ FLAX-FLEX FABRICATORS, LTD. by its authorized signatory: ___________________________________ Signature of Authorized Signatory ___________________________________ Name and Title of Authorized Signatory Page 4 of 4