DISSOLUTION AGREEMENT


This  Dissolution  Agreement is by and between Twin Faces East  Entertainment
Corporation, (TFAC) a publicly traded Nevada Corporation located at 94 Arthur
Hills Court, Henderson, NV 89074, Pangaea Education Systems, LLC (LLC),  last
known  address  3120 Downs Cove, Rd, Windermere, FL 34786,  and  Dr.  Suzanne
Miller  (DR.  SUZANNE), an individual, also located at 3120  Downs  Cove  Rd.
Windermere,  FL 34786.  This group may collectively be referred  to  as  "The
Parties".


WHEREAS,  TFAC is the sole owner of Pangaea Education Systems, Inc. (PES),  a
developer  of health care and related distance learning properties  of  which
DR. SUZANNE is President, and;


WHEREAS,  TFAC bought the assets of LLC and formed PES pursuant to  an  Asset
Acquisition Agreement dated 24 October 01, and;


WHEREAS,  the Asset Acquisition Agreement provides in Section 5 for a  return
of assets or spin off of PES back to LLC under certain circumstances, and;


WHEREAS,  The Parties desire to escalate the date to exercise the  provisions
of Section 5 of the Asset Acquisition Agreement dated 24 October 2001 to spin-
off PES back to the LLC then assignment to DR. SUZANNE.


NOW THEREFORE IT IS AGREED AS FOLLOWS:


Section 1.     Timing of Transaction.
     The effective date will be October 28, 2002.


Section 2.     Terms of Agreement.
      In consideration for cancellation of the TFAC Employment Agreement with
DR.  SUZANNE, TFAC will transfer 100% of the stock of PES to LLC.   LLC  will
acquire  the  entire  balance  sheet, assets and  liabilities  of  PES.   All
executor  and  performance contracts will become the responsibility  of  LLC.
TFAC's  Chief Operating Officer Teeple (TEEPLE), will resign his Directorship
in PES on behalf of TFAC.  LLC will assign 100% of rights and title of LLC to
DR. SUZANNE.

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Section 3.     Obligations of TFAC.
*    Cancellation of 100% of PES stock certificate(s) to TFAC and issuance to
LLC.
*    Notification to State of Nevada of change of ownership.
*    Notification to vendors and employees of PES of change of ownership.
*    Notification to SEC via 8K of change of ownership.
*    Resignation of TEEPLE as Director of PES.
*    Forgive the approximate $125,000 in inter-company debt from PES.
*    Forgive all obligations from PES to TFAC.


Section 4.     Obligations of PES.
  *    Officer and Director signatures of acceptance of Dissolution.


Section 5.     Obligations of LLC
*    Members return of Preferred Stock Certificates issued by TFAC.
*    Assignment of PES to DR. SUZANNE.


Section 6.     Obligations of DR. SUZANNE
*    Cancellation of Employment Agreement with TFAC.
*    Assumption all debts and obligations of PES as defined in current
balance sheet.


Section 7.     Severability.
     The covenants set forth in this Agreement above shall be construed as  a
series  of  separate covenants, one for each county in each of the states  of
the  United  States to which such restriction applies.  If, in  any  judicial
proceeding, a court of competent jurisdiction shall refuse to enforce any  of
the  separate covenants deemed included in this Agreement, or shall find that
the  term  or geographical scope of one or more of the separate covenants  is
unreasonably  broad, the parties shall use their best good faith  efforts  to
attempt  to agree on a valid provision which shall be a reasonable substitute
for  the  invalid provision.  The reasonableness of the substitute  provision
shall  be  considered  in  light of the purpose  of  the  covenants  and  the
reasonable  prospectable interests of TFAC, PES, LLC, PES, and  DR.  SUZANNE.
The  substitute provision shall be incorporated into this Agreement.  If  the
parties  are unable to agree on a substitute provision, then the  invalid  or
unreasonably  broad  provision shall be deemed deleted  or  modified  to  the
minimum extent necessary to permit enforcement.

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Section 8.     Indemnification.
      Each  of  The Parties hereby agrees to indemnify and hold harmless  the
other and its affiliates, directors, officers, employees and other agents and
representatives  from and against any and all liability,  judgments,  claims,
settlements, losses, damages, reasonable fees (including attorneys' and other
experts'  fees  and disbursements), liens, taxes, penalties, obligations  and
expenses incurred or suffering by any such person or entity arising from,  by
reason  of  or  in connection with, any misrepresentation or  breach  of  any
representation,  warranty or covenant pursuant to this  Agreement.   Further,
TFAC  warrants  that is has fully disclosed all obligations, and  liabilities
and  obligations incurred by PES after the Effective Date of  this  agreement
are the total obligation of DR. SUZANNE.


Section 9.     Confidentiality.
     The Parties agree to keep the terms of this transaction confidential and
to  make  use  of such information only in fulfillment of its duties  and  to
maintain such information in confidence and to disclose the information  only
to persons with a need or right to know.


Section  10.     Waiver.   The waiver by The Parties of  the  breach  of  any
provision  of  this Agreement by any of The Parties shall not operate  or  be
construed as a waiver of any subsequent breach by The Parties.


Section  11.     Law  Governing.  This Agreement shall  be  governed  by  and
construed in accordance with the laws of the State of Nevada.


Section  12.    Arbitration.  If at anytime during the term of this Agreement
any  dispute, difference, or disagreement shall arise upon or in  respect  of
this Agreement, and the meaning and construction thereof, every such dispute,
difference,  and  disagreement shall be referred to a single  arbiter  agreed
upon  by both parties, or if no single arbiter can be agreed upon, an arbiter
or  arbiters  shall be selected in accordance with the rules of the  American
Arbitration  Association (AAA) and such dispute, difference, or  disagreement
shall  be  settled  by  arbitration in accordance with  the  then  prevailing
commercial  rules  of the AAA, and judgment upon the award  rendered  by  the
arbiter may be entered in any court having jurisdiction thereof.

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Section 13.    Attorney Fees.  In the event an arbitration, suit or action is
brought by any party under this Agreement to enforce any of its terms, or  in
any  appeal  there  from,  it is agreed that the prevailing  party  shall  be
entitled  to  reasonable attorneys fees to be fixed by the arbitrator,  trial
court, and/or appellate court.

     This Agreement is made and entered this 28th day of October 2002.

TFAC:                                        LLC:
Twin  Faces East Entertainment Corporation    Pangaea Education Systems,  LLC
By:/s/ Michael Smolanoff                      By:/s/ James Hansen
Michael Smolanoff, PhD, CEO                       James   D.  Hansen,  Ph.D.,
                                                  CEO, Member

                                                  /s/ Suzanne Miller
                                                  Suzanne Miller,
                                                  Ph.D.,President, Member

                                                  /s/ Stephen White
                                                  Stephen White, Member


PES:                                              DR. SUZANNE:
Pangaea Education Systems, Inc.                   Suzanne Miller. PhD., an
                                                  individual

By:/s/ Stanley Teeple                             By;/s/ Suzanne Miller
Stanley L. Teeple, Secretary                      Dr. Suzanne Miller