PROMISSORYNOTE

 

$4,000,000(Four MillionDollars)                                                                    Dated September 29th, 2003

PrincipalAmount                                                                                               State of Nevada

 

FundingDate- On or before September 30, 2004

DueDate- On or before five years from funding date

 

       FOR VALUE RECEIVED, Four Million Dollars, the undersigned Twin Faces EastEntertainment Corporation (Company) hereby jointly and severally promise to payto the order of Johnnie King, or his assigns, (Maker) the sum of $4,000,000(Four Million Dollars), together with interest thereon at ten percent (10%) perannum as prescribed below. Said sum and interest shall be paid in the mannerfollowing:

 

       Interest due one year from funding date-

           Payable as $400,000 worth of 144 stock ** or $400,000 cash*

       Interest due two years from funding date-

           Payable as $400,000 worth of 144 stock ** or $400,000 cash*

       Interest due three years from funding date-

           Payable as $400,000 worth of 144 stock ** or $400,000 cash*

       Interest due four years from funding date-

           Payable as $400,000 worth of 144 stock ** or $400,000 cash*

 

       At the principal Due Date of this note, the Company agrees to pay to Maker, atthe Company option either:

> -  $4,400,000      cash or$4,800,000      worth of 144 stock **
* At  the option of the Company.
**  All stock is Common Stock in Twin Faces East Entertainment Corporation (TFAC)  restricted by Rule 144. All stock valued at prior 30-day average closing price  as quoted by OTCBB or current exchange listing. All stock is to be delivered  within 15 days of due date.

Valuereceived is a $4,000,000 (Four Million Dollar) loan dated September 29th,2003 deliverable to the Company bank via wire transfer by Maker not later thanSeptember 30th, 2004 but not later than 180 days after Mr. King'sfirst settlement payment from proceeds from his Bronx County New York actionindex number 22127/01.

 

       Wire instructions:

       AccountNumber                    041-1006257

       AccountName                       Twin Faces East Entertainment Corporation

       RoutingNumber                    321270742

       Bank Name & Address         WellsFargo Bank Nevada N.A.

                                                       2231 N. Green Valley Parkway

                                                       Henderson, NV. 89014

 

 

       The Company may prepay this Promissory Note at any time, without penalty, bydelivery of the principal amount in cash and appropriate pro-rata interest asprescribed above.

 

       This Note shall at the option of the Maker be immediately due and payable uponthe occurrence of any of the following:
-  Failure      to make any payments due hereunder within 15 days of the due date.Breach      of any condition of any of the security interest.Upon      the insolvency, dissolution, or liquidation of the Company.Upon      the filing by the Company an assignment for the benefit of the creditors,      bankruptcy, or for relief under any provisions of the Bankruptcy Code, or      by suffering an involuntary petition in bankruptcy or receivership not      vacated within 30 days.
       In the event this note shall be in default, and placed with an attorney forcollection, then the Company agrees to pay all reasonable attorney fees andcosts of collection. Payments not made within 10 days of due date shall besubject to a late charge of 10% of said payment. All payments hereunder shall bemade to the Maker, Johnnie King, or his assigns.

 

       The Company agrees to be fully bound hereunder until this note shall be fullypaid and waive demand, presentment and protest and all notices thereto andfurther agrees to remain bound, notwithstanding any extension, renewal,modification, waiver, or other indulgence by the Maker or upon the discharge orrelease of the Company, or upon the exchange, substitution, or release of anycollateral granted as security for this Note. No modification or indulgence byMaker shall be binding unless in writing, and any indulgence for one occasionshall not be an indulgence for any other or future occasion. This Note shalltake effect as a sealed instrument and shall be construed, governed, andenforced in accordance with the laws of the State of Nevada. The Company herebyexecutes this note as President and Chief Executive Officer of the Company.

 

Agreedto as stated:

 

/S/MichaelSmolanoff                            September 29, 2003

MichaelSmolanoff,President                              Date

TwinFaces East Entertainment
** 

Ihereby certify that I am an accredited investor and am aware of the inherentrisks and potential for loss of part or this entire loan. Further I acknowledgethat I am a key member of the Management Team of the Company and am aware of andapprove the budget uses of funds that have been developed with my help andinput.

 **
/S/JohnnieKing                                    September 29, 2003

JohnnieKing,Maker                                            Date