Twin
Faces East Entertainment Corporation

> 

94
          Arthur Hills Court, Henderson, NV. 89074

Phone
          702-617-8832 Fex 702-617-8836 stanteeple@msn.com



|Mr. Gerald A.
      John Kelly  
|--------------------------------
|O'Dea &
      Company, LLC      
|Fax:
      516-679-0045- 6 pages



Re: Development
Financing Agreement (the "Agreement") for "Jack London's Call Of
The Wild" (the "Series")



Dear Mr. Kelly:



You
have represented and warranted to us the following:

- Call
    Of The Wild Distribution LLC ("COTWD") currently owns the
    distribution rights to 13 episodes of "Jack London's Call Of The
    Wild" (the "Series"), originally produced by Cinevu Films
    Inc. ("Cinevu") through their single-purpose vehicle, Call Of The
    Wild Production Ltd.
- GE
    Capital Corporation ("GE Capital") has the right to foreclose on
    COTWD, the Series, and its related distribution rights due to default by
    COTWD on a loan secured by the Series, its distribution rights, and its
    revenue.
- GE
    Capital has expressed to O'Dea & Company, LLC ("O'Dea") its
    willingness to cooperate so that an additional 13 episodes of the Series can
    be produced, thereby increasing the value of its collateral (i.e., the value
    of the first 13 episodes).
- Cinevu
    has expressed to O'Dea its desire to again act as the producer of the Series
    including the next 13 episodes, has assisted at O'Dea's request in the
    preparation of the per episode production budget attached as Exhibit B, and
    has assisted at O'Dea's request in the preparation of the Development Budget
    attached as Exhibit A.
- GE
    Capital has expressed to O'Dea its interest in seeing Cinevu act as
    Production Company for the next 13 episodes.
- Indigo
    Film & Television Limited ("Indigo") has expressed to O'Dea
    its desire to act as Sales Agent for the Series, has at O'Dea's request
    prepared minimum projections related to the next 13 episodes which are
    attached as Exhibit C, and at O'Dea's request has already developed a
    certain degree of presale interest for the Series.
- GE
    Capital has already expressed to O'Dea its interest in seeing Indigo act as
    Sales Agent for the Series.
- GE
    Capital has claims against the COTW episodes 1-13 as a revenue participant
    to a maximum of $4.2 million plus interest and Twin Faces East Entertainment
    Corp. ("TFE") has and would have no obligation whatsoever to GE
    Capital under this Agreement or development of this project except as a
    revenue participant.



- GE
    has agreed in principle, once you have arranged the Production Financing, to
    a) foreclose on COTWD's ownership of COTW episodes 1-13, and b) transfer
    ownership and title of the related distribution and sales agency rights to a
    company recommended by you and of good reputation which will act as
    distributor (the "Distributor"). The foreclosure will have the
    effect of eliminating all contingent and undisclosed claims against the COTW
    episodes 1-13, and you have agreed to recommend TFE for the role of
    Distributor. The Development Budget will not be provided by TFE to O'Dea
    until GE Capital has provided such appointment of TFE as Distributor
    (conditioned only upon arrangement of the Production Financing by O'Dea) in
    form and substance acceptable to TFE and based on the terms hereof. For
    avoidance of doubt, the related and intended steps are these: 1) GE Capital
    agrees to appoint TFE as Distributor, such appointment conditioned solely
    upon arrangement by O'Dea of the Production Financing, 2) TFE provides the
    Development Budget to O'Dea, 3) O'Dea arranges the Production Financing, and
    4) with the single condition to its appointment thereby fulfilled, TFE
    proceeds to act as Distributor for COTW episodes 1-26 in accordance with the
    terms hereof.
- Execution
    of this Agreement assumes no obligations or debts for TFE from O'Dea (other
    than previously contracted fees under our Advisory Services Agreement), from
    Cinevu, and/or from COTWD. Further, any and all Production Financing
    obligations will become obligations of the project and not TFE.
- The
    Development Budget paid by TFE as a part of this Agreement will be repaid to
    TFE from first draw down from the Production Budget.
- The
    Production Budget funding sources as defined below are all non-recourse
    funding sources and/or instruments, which is to say sources and/or
    instruments which have and will have no recourse to TFE for repayment except
    as participants in revenue and/or profit.
- GE
    Capital has indicated an expressed interest in and O'Dea and COTWD have
    verified that they will give a release as necessary to complete this project
    as outlined herein. Further, the Development Budget will not be provided by
    TFE to O'Dea until GE Capital has provided such release in form and
    substance acceptable to TFE.

Accordingly,
Twin Faces East Entertainment Corporation ("TFE") desires to engage O'Dea
& Company LLC ("O'Dea") to arrange the production financing (the
"Production Finance") necessary to produce an additional 13 episodes.
In order to enable O'Dea to arrange the Production Finance, TFE will provide the
development budget (the "Development Budget") to O'Dea, which O'Dea
will use to arrange the Production Finance. If O'Dea is successful in arranging
the production finance, TFE will become the distributor (the
"Distributor") of all 26 episodes of the Series and be compensated as
described herein for its investment of the Development Budget. O'Dea's basic
plan for arranging the Production Finance is as follows:



20%   
Canada tax credits

20%   
presales

20%   
gap loan

20%   
CGI and post-production investment

20%   
UK financing

-------

100%





Therefore,
subject to receipt by Twin Faces East Entertainment Corporation (the
"Distributor") of a combined total cash investment (in the form or
forms of long-term debt, subordinated debt, preferred stock, or common stock) in
amount equal to at least $4,000,000 (four million dollars) between the date of
this Agreement and December 31, 2003. TFE hereby commits to provide the
Development Budget to O'Dea in accordance with the following terms and
conditions:



|Series:                    | "Jack
      London's Call Of The Wild" (the "Series"), of which 13
      episodes have already been produced and another 13 episodes are intended
      to be developed, financed, produced, and distributed as a result of this
      Agreement;                 
|-------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                          
|Distributor:               | Twin
      Faces East Entertainment Corporation (the "Distributor");                                                                                                                                                                                              
|                          
|Project
      Coordinator: | O'Dea
      & Company, LLC ("O'Dea");                                                                                                                                                                                                                             
|                          
|Sales
      Agent:         | To
      be appointed by unanimous approval of Distributor, O'Dea, and GE Capital.
      Indigo Film & Television Limited ("Indigo") is pre-approved
      by Distributor and O'Dea;                                                                              
|                          
|Production                
|Company:                   | To
      be appointed by unanimous approval of Distributor, O'Dea, and GE Capital.
      Cinevu Films Inc. ("Cinevu") and a single purpose vehicle to be
      established by Cinevu for production of the Series are pre-approved by
      Distributor and O'Dea;
|                          
|Grant
      of Rights     
|To
      Distributor:      | The
      intent of this Agreement is to cause all distribution rights related to
      the Series (all 26 episodes) to be granted to Distributor on an exclusive
      basis for the Territory and in the Media during the Term (the
      "Rights");            
|                          
|Territory:                 | The
      universe;                                                                                                                                                                                                                                               
|                          
|Media:                     | All
      media now in existence or hereafter created or invented;                                                                                                                                                                                                
|                          
|Term:                      | Fifteen
      years from the date of completion of episodes 14-26 of the Series,i.e.,
      the next 13 episodes;                                                                                                                                                 
|                          
|Development               
|Budget:                    | $421,000
      to be expended substantially in accordance with Exhibit A;                                                                                                                                                                                         
|                          
|Production                
|Budget:                    | Approximately
      US$1,100,000 per episode including contingency, completion bond fee,
      marketing budget, and finance costs to be expended substantially in
      accordance with Exhibit B;                                                               





|Repayment
      of the 
|-----------------------
|Development            
|Budget:                
|                       
|Quiet                  
|Enjoyment:             
|                       
|Confidentiality:       
|                       
|Gross
      Receipts:  
|                       
|Distribution
      Fee:
|                       
|Application
      of   
|Gross
      Receipts   
|Derived
      From     
|Episodes
      14-26:  
|                       
|                       
|                       
|                       
|                       
|                       





|                     | D)
      Recoupment by Distributor of any other costs related to the Series which
      are not covered by the marketing line item within the Production Budget
      (including reserves for foreseeable distribution costs), which are actual,
      verifiable, third party, out of pocket costs, expenses, and taxes, but
      specifically excluding any net income tax, corporate franchise tax, or
      excess profits tax);
|-------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    
|                     | E)
      Recoupment by the Completion Guarantor of any funds advanced by the
      completion guarantor for completion of the Series;                                                                                                                                                                                                                                                                                                
|                    
|                     | F)
      The balance remaining shall be deemed "Net Proceeds" related to
      episodes 14-26. One hundred percent (100%) of such Net Proceeds will be
      paid to profit participants as directed by O'Dea in accordance with the
      paragraph entitled Statements and Payments, below.                                                                                                                                        
|                    
|Application
      of
|Gross
      Receipts
|Derived
      From  
|Episodes
      1-13: | Gross
      Receipts derived from exploitation of the episodes 1-13 (i.e., the first
      13 episodes which are already completed and large unexploited) will be
      applied as follows:                                                                                                                                                                                                                                          
|                    
|                     | 1)
      Distributor's Distribution Fee and Sales Agent's sales agency fee (a
      combined total of 25%);                                                                                                                                                                                                                                                                                                                          
|                    
|                     | 2)
      Recoupment by Distributor and Sales Agent of any payments made for guild
      residuals;                                                                                                                                                                                                                                                                                                                                   
|                    
|                     | 3)
      Recoupment by GE Capital of its original loan;                                                                                                                                                                                                                                                                                                                                                                              
|                    
|                     | 4)
      Recoupment by Distributor of any other costs related to the Series which
      are not covered by the marketing line item within the Production Budget
      (including reserves for forseeable distribution costs), which are actual,
      verifiable, third party, out of pocket costs, expenses, and taxes, but
      specifically excluding any net income tax, corporate franchise tax, or
      excess profits tax); 
|                    
|                     | 5)
      The balance remaining shall be deemed "Net Proceeds" related to
      episodes 1-13. One hundred percent (100%) of such Net Proceeds will be
      paid to profit participants as directed by O'Dea in accordance with the
      paragraph entitled Statements and Payments, below.                                                                                                                                         
|                    
|Statements
      and
|Payments:            | Quarterly
      for the first three years beginning with delivery of the Series to
      Distributor; semi-annually for the next four years; annually thereafter;                                                                                                                                                                                                                                                                    





|Third Party          
|---------------------
|Obligations:         
|                     
|Screen
      Credits:
|                     
|Marketing            
|Information:         
|                     
|Production           
|Information:         
|                     
|Conditions           
|Precedent:           
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     





|No
      Other         
|-----------------------
|Agreement:             
|                       
|No
      Partnership or
|Joint
      Venture:   
|                       
|Choice
      of Law:   
|                       
|Arbitration:           
|                       
|Facsimile              
|Signatures:            



If these terms are acceptable, please so indicate by signing and returning to
the undersigned a copy of this Agreement by Noon, New York time, September 22nd,
2003, at which point this offer of distribution and finance will otherwise
expire. This agreement may be replaced by a long-form distribution/financing
agreement based on the above terms (and containing such other terms common in
the television industry for agreements of this kind), until which time this
document will constitute a valid and binding agreement between the parties.



Sincerely,

Twin Faces East
Entertainment Corporation

/S/Michael Smolanoff

By: Michael Smolanoff,
Ph.D.

Its: President



AGREED TO AND ACCEPTED:

O'Dea & Company,
LLC

/S/G.A.J.
Kelly

By:







|EXHIBIT
      A-DEVELOPMENT BUDGET PER O'DEA                                             
|-----------------------------------------------------------------------------------------
|COTW
      II PRE-PREPRODUCTION / DEVELOPMENT BUDGET: 3 MONTHS                           
|                                                                                         
|DESCRIPTION:                                                                             
|                                                                                         
|                                                                                         
|Accounting -
      opinion                                                               
|                                                                                         
|Actor relocation
      fee                                                               
|Animal Training
      & Acquisition                                                      
|Budgeting,
      Scheduling                                                              
|Casting Director
      & Expenses                                                        
|                                                                                         
|CGI - commitment
      & design                                                          
|                                                                                         
|Distributor's rep
      - USA                                                            
|                                                                                         
|Executive
      Producer - Canada (Jeff Barmash)                                         
|Executive
      Producer - Canada (George Erschbamer)                                    
|Executive
      Producer #3 (equity source)                                              
|Executive
      Producer #4 - Kelly                                                      
|                                                                                         
|Legal:                                                                                   
|Legal -
      cashflowing bank                                                           
|Legal - lending
      bank                                                               
|Legal - Canadian
      counsel - strategy / alternatives                                 
|Legal - Canadiam
      counsel - CAVCO                                                   
|Legal - Canadian
      counsel - Distribution Agreement, Sales Agency Agreement, Presales
|Legal - Canadian
      counsel - production                                              
|Legal - Equity -
      CGI                                                               
|Legal - Equity -
      other                                                             
|                                                                                         
|Line Producer                                                                            
|Location Deposit                                                                         
|                                                                                         
|Office Staff -
      Canada                                                              
|Overhead Expenses
      (rent, tel, fax, courier) - Canada                               
|                                                                                         
|Production
      Designer                                                                
|Production Office
      Deposit                                                          
|Production &
      planning assistants - USA                                             
|                                                                                         
|Sales company -
      attachment                                                         
|                                                                                         
|Script rate 1                                                                            
|Script rate 2                                                                            
|Series Bible                                                                             
|                                                                                         
|Travel &
      Living - production (Canada)                                              
|                                                                                         
|Travel - finance
      related:                                                          
|Travel - CAVCO
      related                                                             
|Travel - CGI
      related                                                               
|Travel - other
      equity related                                                      
|Travel - sales
      company & presales related                                          
|                                                                                         
|Tax Credit
      Assessment - Canada                                                     
|                                                                                         
|Wardrobe, props,
      set decoration pkge. - deposit                                    
|                                                                                         
|                                                                                         
|$1,100,000 per
      episode inc/ finance costs                                          



|EXHIBIT
      B-PER EPISODE PRODUCTION BUDGET BY CINEVU          
|-----------------------------------------------------------------
|JACK
      LONDON'S CALL OF THE WILD                             
|PER
      EPISODE BUDGET IN U.S. DOLLARS FOR 13 ONE HOUR EPISODES
|                                                                 
|AS
      OF:                             
      9/19/03          
|CONVERSION
      RATE:         US$1 = CANADIAN
      $0.71       
|                                                                 
|                                                                 
|STORY RIGHTS /
      ACQUISITIONS                                
|SCENARIO                                                         
|STORY EDITOR                                                     
|PRODUCERS                                                        
|DIRECTOR                                                         
|STARS & GUEST
      STARS                                        
|FRINGES                                                          
|TOTAL "A" (ABOVE THE LINE)                                       
|                                                                 
|CAST                                                             
|EXTRAS                                                           
|PRODUCTION STAFF                                                 
|DESIGN LABOR                                                     
|CONSTRUCTION
      LABOR                                         
|SET DRESSING
      LABOR                                         
|PROPERTY LABOR                                                   
|SPECIAL EFFECTS
      LABOR                                      
|WARDROBE LABOR                                                   
|MAKEUP/HAIR LABOR                                                
|CAMERA LABOR                                                     
|ELECTRICAL LABOR                                                 
|GRIP LABOR                                                       
|PRODUCTION SOUND
      LABOR                                     
|TRANSPORTATION
      LABOR                                       
|PRODUCTION OFFICE
      EXPENSES                                 
|SITE EXPENSES                                                    
|UNIT EXPENSES                                                    
|TRAVEL AND LIVING                                                
|TRANSPORTATION                                                   
|CONSTRUCTION
      MATERIALS                                     
|ART SUPPLIES                                                     
|SET DRESSING                                                     
|PROPS                                                            
|WARDROBE SUPPLIES                                                
|MAKEUP/HAIR
      SUPPLIES                                       
|CAMERA EQUIPMENT                                                 
|ELECTRICAL
      EQUIPMENT                                       
|GRIP EQUIPMENT                                                   
|SOUND EQUIPMENT                                                  
|PRODUCTION RAW
      STOCK & PROCESS                             
|FRINGES                                                          
|TOTAL PRODUCTION "B"                                             
|                                                                 
|EDITORIAL LABOR                                                  
|POST PRODUCTION
      OFFICE                                     
|POST PRODUCTION
      PICTURE                                    
|POST PRODUCTION
      SOUND                                      
|POST, EDITORIAL,
      OFFICE, PICTURE, SOUND UNIT 1             
|POST & CGI
      UNIT 2                                          
|POST & CGI
      UNIT 3                                          
|MUSIC                                                            
|FRINGES                                                          
|TOTAL POST PRODUCTION "C"                                        
|                                                                 
|UNIT PUBLICITY                                                   
|MARKETING                                                        
|DEVELOPMENT COSTS
      NOT INCLUDED IN PRODUCTION REIMBURSEMENT 
|TOTAL PRODUCTION "D"                                             
|                                                                 
|TOTAL ABOVE THE
      LINE                                       
|TOTAL BELOW THE
      LINE                                       
|TOTAL ABOVE & BELOW THE LINE                                     
|                                                                 
|CONTINGENCY                                                      
|COMPLETION
      GUARANTEE                                       
|TOTAL CONTINGENCY & COMPLETION GUARANTEE                         
|                                                                 
|PRODUCTION BUDGET
      BEFORE FINANCE COSTS                     
|                                                                 
|FINANCE FEES                                                     
|BANK FEES                                                        
|BANK INTEREST ON
      PRESALES                                  
|BANK INTEREST ON
      GAP                                       
|FINANCE
      CONTINGENCY                                        
|TOTAL FINANCE                                                    
|                                                                 
|TOTAL PER EPISODE
      PRODUCTION BUDGET INCLUDING FINANCE COSTS





|EXHIBIT
      C-MIN PROJECTIONS- INDIGO                                                                                                                                                                              
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Call
      of the Wild 2 - Live Action Series                                                                                                                                                                        
|Episodes
      14-26 (13 x 50')                                                                                                                                                                                      
|This
      forecast is based on the promo reel screened to date. We have not read any
      scripts, or seen a story arc and therefore reserve the right to
      re-evaluate after reviewing additional information.
|                                                                                                                                                                                                                     
|Projection
      Summary - 1st cyle: All TV and Video                                                                                                                                                                
|Market                                                                                                                                                                                                               
|Pan
      Global Channels                                                                                                                                                                                            
|Africa                                                                                                                                                                                                               
|Asia                                                                                                                                                                                                                 
|Australasia                                                                                                                                                                                                          
|Eastern
      Europe                                                                                                                                                                                                 
|Latin
      America                                                                                                                                                                                                  
|Major
      Europe                                                                                                                                                                                                   
|Minor
      Europe                                                                                                                                                                                                   
|Middle
      East                                                                                                                                                                                                    
|North
      America                                                                                                                                                                                                  
|Scandinavia                                                                                                                                                                                                          
|Total/ep                                                                                                                                                                                                             
|                                                                                                                                                                                                                     
|Total/episodes
      14-26                                                                                                                                                                                           
|                                                                                                                                                                                                                     
|TERRITORY                                                                                                                                                                                                            
|                                                                                                                                                                                                                     
|Family                                                                                                                                                                                                               
|                                                                                                                                                                                                                     
|PAN
      WORLD CABLE/SAT                                                                                                                                                                                            
|                                                                                                                                                                                                                     
|AFRICA                                                                                                                                                                                                               
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|ASIA
      &                                                                                                                                                                                                         
|FAR
      EAST                                                                                                                                                                                                       
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|AUSTRALIASIA                                                                                                                                                                                                         
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|EASTERN
      EUROPE                                                                                                                                                                                                 
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|LATIN
      AMERICA                                                                                                                                                                                                  
|&
      SOUTH AMERICA                                                                                                                                                                                                
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|MAJOR
      EUROPEAN                                                                                                                                                                                                 
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|MIDDLE
      EAST                                                                                                                                                                                                    
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|MINOR
      EUROPEAN                                                                                                                                                                                                 
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|NORTH
      AMERICA                                                                                                                                                                                                  
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|SCANDANAVIA                                                                                                                                                                                                          
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|Total