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               INVESTMENT AGREEMENT/ PREFERRED STOCK PURCHASE

This   Agreement  is  made  this  date,  by  and  between  TWIN  FACES   EAST
ENTERTAINMENT  CORPORATION  ("Company")  and  JOHNNIE  KING,  an   individual
investor ("King") or collectively referred to as "The Parties".

WHEREAS,   the  Company  is  engaged  in  the  business  of  development   of
intellectual  and  entertainment properties and desires to  accept  a  direct
investment into the Company by an individual investor,

WHEREAS, King desires to make a direct investment into the Company,

NOW THEREFORE IT IS AGREED AS FOLLOWS:

Section 1.     Type of Transaction.
           Direct  cash  investment as purchase of  Preferred  Stock  in  the
Company.

Section 2.     Timing.
           The  "Effective Date" of this investment will be June 20th,  2003.
The Funding Date of this investment will be not later than October 1, 2003.

Section 3.     Amount of Investment.
          The amount of the investment is $4,000,000 (four million dollars).

Section 4.     Investment Terms.
           Within  30 days of the Funding Date of this agreement the  Company
will issue one million (1,000,000) shares of Series C Preferred Stock, of the
Company. The stock will carry conversion rights to common on an annual  basis
the  first week of October each year commencing October 1, 2004 for a  period
of 4 years according to a formula as defined herein.

Section 5.     Conversion Rights.
           The  Preferred  Stock shall be converted to Common  Stock  in  the
Company on the dates following:
     October 1, 2004, conversion of 250,000 shares Preferred Stock to  Common
     Stock,
     October 1, 2005, conversion of 250,000 shares Preferred Stock to  Common
     Stock,
     October 1, 2006, conversion of 250,000 shares Preferred Stock to  Common
     Stock,
     October 1, 2007, conversion of 250,000 shares Preferred Stock to  Common
     Stock.

Section 6.     Conversion Formula.
           At  the  option  of the Company, the stock shall be  converted  to
either:
     Option 1- Average prior 30 days closing price on current quoted exchange
so  that  market  value  of  the common issued is one  million  five  hundred
thousand dollars.  For example, if 30-day average quoted closing price is  $1
per  share on October 1, 2004, King would receive 1,500,000 shares of  common
stock for his 250,000 shares of Preferred stock for a valuation conversion of
6 Common Shares for each Preferred Share.

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      Option 2- The stock may be converted at a conversion ratio of 2  Common
Shares for each Preferred share.  For example, on October 1, 2003 the company
may  convert  the  250,000 shares of Preferred Stock to  500,000  shares  for
Common Stock in the Company.

Section 7.     Dividend.
           The  Company shall issue a 5% (five percent) cash dividend on  the
principle amount of the unconverted Preferred Stock, payable in Common  Stock
as follows:
          October 1, 2004, $200,000 of Common Stock,
          October 1, 2005, $120,000 of Common Stock,
          October 1, 2006, $100,000 of Common Stock,
          October 1, 2007, $50,000 of Common Stock.

Section 8.     Common Stock Definition.
                  All  stock to be issued 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 to be delivered within 15 days of due date.

The  Company  agrees to be fully bound hereunder until this  stock  shall  be
fully  converted. and waive demand, presentment and protest and  all  notices
thereto  and  further agrees to remain bound, notwithstanding any  extension,
renewal,  modification,  waiver, or other indulgence  by  King  or  upon  the
discharge  or release of the Company, or upon the exchange, substitution,  or
release  of  any  collateral granted as security  for  this  investment.   No
modification  or indulgence by King shall be binding unless in  writing,  and
any  indulgence for one occasion shall not be an indulgence for any other  or
future  occasion.  This investment shall be construed, governed, and enforced
in  accordance  with  the laws of the State of Nevada.   The  Company  hereby
executes this note as President and Chief Executive Officer of the Company.

Agreed to as stated:

/S/Michael Smolanoff               June 20, 2003
Michael Smolanoff, President       Date
Twin Faces East Entertainment

I  hereby  certify  that I am an accredited investor  and  am  aware  of  the
inherent  risks  and  potential for loss of part or all of  this  investment.
Further  I acknowledge that I am a key member of the Management Team  of  the
Company  and am aware of and approve the budget uses of funds that have  been
developed with my help and input.

/S/Johnnie King               June 20, 2003
Johnnie King, Investor        Date