ASSET ACQUISITION AGREEMENT


This   Agreement  is  made  this  date,  by  and  between  TWIN  FACES   EAST
ENTERTAINMENT  CORPORATION  ("Company") and PANGAEA  EDUCATION  SYSTEMS,  LLC
("PAN").

WHEREAS,   the  Company  is  engaged  in  the  business  of  development   of
intellectual and entertainment properties and desires to acquire  the  assets
and intellectual properties of PAN and employ its President and;

WHEREAS,  PAN  desires to transfer (sell) all of its assets,  name,  patents,
trademarks, copyrights, and other intellectual properties to, and be employed
by, the Company.


NOW THEREFORE IT IS AGREED AS FOLLOWS:


Section 1.     Type of Transaction.
           Asset  Acquisition of PAN with payment in Preferred stock  in  the
Company.   PAN's Assets shall be acquired by Pangaea Education Systems,  Inc.
(a  to be incorporated Nevada corporation and wholly owned subsidiary of  the
Company, hereinafter referred to as "PES").


Section 2.     Assets and Intellectual Property.
           Defined  in  the  attached "Exhibit A" and  includes  all  of  the
intellectual  properties,  assets  whether physical  or  intellectual,  name,
trademarks,  patents, copyrights or similar properties that will  become  the
property of the Company. PAN hereby warrants that each and all of the  assets
as  defined in "Exhibit A" are free and clear of any encumbrance,  liens,  or
attachments of any kind.


Section 3.     Timing.
           The  "Effective Date" of this acquisition will be within ten  (10)
days of execution of this document.


Section 4.     Payment Terms.
           Within 30 days of the effective date of this agreement the Company
will  issue one million five hundred thousand (1,500,000) shares of Preferred
stock of the Company. The stock will carry conversion rights to common on  an
annual basis the first week of January each year after 12-31-03 according  to
a formula as defined in "Exhibit C".

<PAGE>

          Within 30 days of completion of the first quarter end of a positive
EBITDA  (Earnings Before Interest Taxes Depreciation and Amortization)  as  a
wholly owned subsidiary, PAN will receive a five hundred thousand share bonus
of Common stock of the Company.  This performance bonus must occur before 01-
01-03  at  which time this bonus expires.  This stock is subject to SEC  Rule
144 restriction including a mandatory two-year restriction from sale that PAN
agrees to support.

Section  5.      Return of Assets; Spin-off. In the event PES  is  unable  to
sufficiently utilize the PAN assets to generate a positive EBITDA  in  excess
of  $100,000 within eighteen (18) months from the Effective Date, at the sole
option  of  PAN,  the  Company agrees to Spin-off 100%  of  PES  to  PAN.  In
consideration  for the Spin-off and 100% of the PES shares, PAN  will  return
all preferred shares issued pursuant to Section 4 above to the Company.

      The sole intention of this Section 5 is to allow PAN the right, if  the
Company and PES are unable to utilize the assets as initially intended, to be
placed  in  as  close  to  the  same position as before  entering  into  this
Agreement.

Section 6.     Employment Agreement, Consulting Agreement
          See "Exhibit B" attached.


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 the Company  and  PAN.
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.

Section 8.     Confidentiality. PAN acknowledges that it will develop and  be
exposed to information that is or will be confidential and proprietary to the
Company.   The information includes customer lists, marketing plans,  pricing
data,  product  plans,  software,  and other  intangible  information.   Such
information  shall be deemed confidential to the extent not  generally  known
within  the  trade.   PAN  agrees to make use of  such  information  only  in
performance  of its duties under this Agreement, to maintain such information
in  confidence and to disclose the information only to persons with a need to
know.

<PAGE>

Section  9.      Remedies. PAN acknowledges that monetary  damages  would  be
inadequate  to compensate the Company for any breach by PAN of the  covenants
set  forth in this Agreement. PAN agrees that, in addition to other  remedies
which  may  be available, the Company shall be entitled to obtain  injunctive
relief against the threatened breach of this Agreement or the continuation of
any breach, or both, without the necessity of proving actual damages.

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

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.

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 24th day of October 2001.

Company:                                     PAN:
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

<PAGE>

                                  Exhibit A
                       To Asset Acquisition Agreement

                                 ASSET LIST

Trademarks- None

Copyrights- None

Company name(s), product name(s)
Pangaea Education
Pangaea
Pangaea Education, Inc.
  Other names as reflected in Due Diligence Binder provided by PAN

Contracts and Agreements
Services Contract(s) with Magellan Concepts
Services Contract(s) with FL Gulf Coast Univ. (HIPPA)
Intent Letters with ADSI, ADSE, and other related unnamed entities
Intent Letters with Empower and related entities
Ownership interest in the company known as "The Core Group LLC"

Other Intellectual Properties
Any and all other work in process Agreements, Seminars, Intent Letters, and
other revenue generating opportunities relating to Pangaea (in any form or
under any name), its successors or assigns, since January 1, 2001.



Company:                                     PAN:
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

<PAGE>

                                  Exhibit B
                       To Asset Acquisition Agreement

                        CONSULTING AGREEMENT - HANSEN

      This  Consulting  Agreement (the Agreement) is made this  24TH  day  of
October 2001 by and between James D. Hansen, Ph.D., member and CEO of Pangaea
Education Systems, LLC (the Consultant), and Pangaea Education Systems, Inc.,
a  Nevada Corporation with primary offices located in Henderson, Nevada  (the
Company).

      Whereas  Consultant  has  expertise in  effective  communications  with
potential  investors,  relationships with health care and  related  companies
requiring  substantial HIPPA and COPA compliance, potential  Company  clients
for privacy and security related analysis and training and a knowledge of the
Company; and

     Whereas the Company desires to retain Consultant to advise and assist in
development of its client base and business of distance learning and  privacy
and security training and development of clients and potential clients; and

      Whereas  Consultant  has promised to use the best  of  his  skills  and
abilities to use this working knowledge to develop a stronger client base and
convert potential Company clients into revenue producing customers, and offer
the  Right  of  First  Refusal to the Company for any existing  or  potential
Consultant client related to the Company's business under the terms set forth
below.

1-    Engagement.         Consultant will use his total resources,  database,
client base and other means at his disposal to develop additional clients and
business and expand upon current business in place or in development for  the
company.

2-   Term.  For a period of one year commencing this date.

3-    Time  and Effort.   Consultant shall use his best efforts to accomplish
those goals contained herein.

4-    Compensation. The Company shall pay Consultant $3,000  per  month  plus
give  Consultant the option to become employed by the Company as its Chairman
of  the Board at a compensation package equal to that of the President of the
Company.

Additional compensation may be awarded solely at the Company discretion based
on  additional performance.  Such additional compensation is neither  implied
not guaranteed but totally at the Company's direction.

<PAGE>

5-    Independent Contractor and No Agency Relationship.     Consultant shall
be  paid as an independent contractor with no employee relationship or agency
and  principal relationship and shall thereby be responsible for all this own
taxes, insurance, licenses and fees and expenses related to his business  and
this Agreement.

6-    Termination.       Either party may terminate this relationship with 30
days  notice to the other without cause, provided all compensation is current
at anytime after the initial one-year term.

7-    Governing  Law.   This Agreement is being executed under  and  will  be
governed by the laws of the State of Nevada.


     In witness whereof, the parties have executed this Agreement on the date
     written below:


     The Company                                  Consultant
     Pangaea Education Systems, Inc.              James D. Hansen

     By:/s/ Stanley Teeple                       By:/s/ James Hansen
        Stanley L. Teeple, Secretary/Treasurer       James Hansen

<PAGE>
                           Exhibit B - (Continued)
                        To Asset Acquisition Agreement

                       EMPLOYMENT AGREEMENT  (Miller)


This   Agreement  is  made  this  date,  by  and  between  TWIN  FACES   EAST
ENTERTAINMENT  CORPORATION ("Employer and/or Company")  and  Suzanne  Miller,
("Employee").

WHEREAS,  the  Employer  is  engaged  in  the  business  of  development   of
intellectual and entertainment properties; and

WHEREAS, the Employer desires to retain the services of the Employee  in  the
capacity  as  President  of  its Pangaea Education  Systems,  Inc.  operating
Subsidiary (Pangaea).

NOW THEREFORE IT IS AGREED AS FOLLOWS:

Section  1.      Employment.  The Employer agrees to employ the Employee  and
the Employee agrees to accept the employment described in this Agreement.

Section 2.     Duties.  The Employee shall serve as President of Pangaea with
such  duties as are customarily associated with such position.  The  Employee
shall  be  responsible  for  day-to-day management of  operations,  strategic
planning,  and implementation of the Employer's business as directed  by  the
Company President.

Section 3.     Extent of Services.  The Employee shall devote the majority of
her  working time, attention, and energies to the performance of  his  duties
and  shall not be engaged in any competing business activity, whether or  not
pursued for gain.  The Employee shall at all times faithfully and to the best
of  his ability perform his duties under this Agreement.  The duties shall be
rendered either at the Employer's offices or from his home, or at other place
or  places  of  business and at such times as the needs of the  Employer  may
dictate.

Section  4.      Term.      The  term  of this  agreement  shall  begin  upon
execution  of this Agreement and shall continue for a five-year period.   The
parties  presently anticipate that the employment relationship  may  continue
beyond  this  five-year  term  primarily  pending  project  availability  and
funding.  This Agreement shall not give the Employee and enforceable right to
employment beyond this term.

Section 5.     Compensation. (to immediately accrue and be paid upon funding)-

5.1   Base Compensation.  The Employee will receive a base salary of $150,000
per  year,  payable  in  accordance  with  the  Employer's  standard  payroll
procedures.   The  Employee  is eligible for performance-based  bonuses,  but
there  is no assurance or expectation that the bonuses will be paid.  Bonuses
will be paid, if at all, at the sole discretion of the Board of Directors.

<PAGE>

5.2  Benefits.  The Employee shall receive immediate family medical insurance
coverage,  life insurance equal to twice (two times) the annual base  salary,
and  other fringe benefits provided to full time, non-union employees of  the
Employer.   An  auto  allowance will be provided, or  alternately,  a  leased
vehicle  for  company  use  at  a cost not to  exceed  $600  per  month  plus
insurance, fuel, and operating maintenance.

5.3  Expenses.  The Employer shall reimburse the Employee for reasonable out-
of-pocket  expenses incurred by the Employee in fulfilling his  duties.   The
Employer  shall,  within  its financial means and  constraints,  provide  the
Employee with suitable office facilities, equipment, supplies, and staff.

Section 6.     Termination.

6.1   For Cause.     The Employer may terminate the Employee's employment  at
any time "for cause" with immediate effect upon delivering written notice  to
the Employee.  For purposes of this Agreement, "for cause" shall include: (a)
embezzlement,  theft, larceny, material fraud, or other acts  of  dishonesty;
(b)  material  violation  by Employee of any of his  obligations  under  this
Agreement;  (c)  conviction  of or entrance of  a  plea  of  guilty  or  nolo
contendere  to  a  felony or other crime which has or  may  have  a  material
adverse  effect on the Employee's ability to carry out his duties under  this
Agreement or upon the reputation of the Employer; (d) conduct involving moral
turpitude;  (e)  gross  insubordination  or  repeated  insubordination  after
written  warning  by the Chair of the Board; or (f) material  and  continuing
failure  by the Employee to perform duties described in this Agreement  in  a
quality  and  professional manner for at least sixty (60) days after  written
warning  by  the  President  or  Board  of  Directors  or  its  Chair.   Upon
termination "for cause", the Employer's sole and exclusive obligation will be
to  pay the Employee his compensation earned through the date of termination,
and the Employee shall not be entitled to any compensation after the date  of
termination.

6.2   Upon Death.    In the event of the Employee's death during the term  of
this  Agreement, the Employer's sole and exclusive obligation will be to  pay
the  Employee's spouse, if living, or siblings, if living, or his estate,  if
his  spouse  and/or siblings are not then living, the Employee's compensation
earned through the date of death, including any stock issuance due at time of
death or in the future, plus 3 months base compensation as severance.

6.3   Upon  Disability.  The Employer may terminate the Employee's employment
upon  the  Employee's total disability.  The Employee shall be deemed  to  be
totally disabled if he is unable to perform his duties under the Agreement by
reason  of  mental  or physical illness or accident, for a  period  of  three
consecutive months.  Upon termination by reason of the Employee's disability,
the  Employer's sole and exclusive obligation will be to pay the Employee his
compensation  earned through the date of termination plus three  months  base
compensation severance.

<PAGE>

Section 7.     Covenant Not to Compete.

7.1   Covenant.  For a period of five years from the Effective Date  of  this
Agreement, and for such period after five years as the Employee continues  to
be  employed by the Employer, and for a one year period after the  Employee's
employment  with  the  Employer  has been terminated  by  either  party,  the
Employee will not directly or indirectly:

      A.   Enter  into  or  attempt to enter into "Restricted  Business"  (as
defined below) in the entertainment business;

      B.   Induce  or  attempt  to  persuade any former,  current  or  future
employee, agent, manager, consultant, director, or other participant  in  the
Employer's  business  to terminate such employment or other  relationship  in
order  to  enter  into  any  relationship with  the  Employee,  any  business
organization  in  which  the  Employee  is  a  participant  in  any  capacity
whatsoever,  or  any  other business organization  in  competition  with  the
Employer's business; or

     C.   Use contracts, proprietary information, trade secrets, confidential
information,  customer lists, mailing lists, goodwill,  or  other  intangible
property used or useful in connection with the Employer's business.

7.2   Indirect Activity.  The term "indirectly" as used in section 7.1 above,
includes acting as a paid or unpaid director, officer, agent, representative,
employee of, or consultant to any enterprise, or acting as a proprietor of an
enterprise, or holding any direct or indirect participation in any enterprise
as  an  owner,  partner,  limited partner, joint  venturer,  shareholder,  or
creditor.

7.3  Restricted Business.  The term "Restricted Business" means the Internet,
Seminar, or similar education training and learning industry but shall not be
construed  to  include any teaching engagement directly  with  an  accredited
university  or college system.  Nevertheless, the Employee may own  not  more
than  five percent of the outstanding equity securities of a corporation that
is engaged in the Restricted Business if the equity securities are listed for
trading  on  a  national stock exchange or is a reporting company  under  the
Securities Exchange Act of 1934.

Section 8.     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

<PAGE>

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 the Employer  and  the
Employee.    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.


Section  9.      Confidentiality.  The Employee  acknowledges  that  he  will
develop  and  be  exposed to information that is or will be confidential  and
proprietary  to  the  Employer.   The information  includes  customer  lists,
marketing  plans, pricing data, product plans, software, and other intangible
information.  Such information shall be deemed confidential to the extent not
generally  known within the trade.  The Employee agrees to make use  of  such
information  only  in  performance of his duties  under  this  Agreement,  to
maintain such information in confidence and to disclose the information  only
to persons with a need to know.

Section  10.     Remedies.  The Employee acknowledges that  monetary  damages
would be inadequate to compensate the Employer for any breach by the Employee
of  the covenants set forth in this Agreement.  The Employee agrees that,  in
addition  to  other remedies, which may be available, the Employer  shall  be
entitled  to obtain injunctive relief against the threatened breach  of  this
Agreement  or the continuation of any breach, or both, without the  necessity
of proving actual damages.

Section  11.     Waiver.  The waiver by the Employer of  the  breach  of  any
provision of this Agreement by the Employee shall not operate or be construed
as a waiver of any subsequent breach by the Employee.

Section  12.     Law  Governing.  This Agreement shall  be  governed  by  and
construed in accordance with the laws of the State of Nevada.

Section  13.    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.

<PAGE>

Section 14.    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 24th day of October 2001.


Company:                                     PAN:
Twin  Faces East Entertainment Corporation    Pangaea Education Systems,  LLC
By:/s/ Michael Smolanoff                     By:/s/ Suzanne Miller
Michael Smolanoff, PhD, CEO                  Suzanne Miller, Ph.D., President

<PAGE>

                                  Exhibit C
                        To Asset Acquisition Agreement

                   Preferred to Common Conversion Formula


Year End EBITDA            Conversion Ratio Preferred to Common

Less than $999,999         .5 share common for every 1 share of preferred

$1,000,000 to $2,999,999   1-share common for each 1 share of preferred

$3,000,000 to $4,999,999   1.5 shares common for each 1 share of preferred

$5,000,000 to $9,999,999   2 shares of common for each 1 share of preferred

$10,000,000 to $19,999,999 3 shares of common for each 1 share of preferred

$20,000,000 to $49,999,999 4   shares  of  common  for  each  one  share   of
                           preferred

Over $50,000,000           6   shares  of  common  for  each  one  share   of
                           preferred




Preferred  my  be converted to common in increments of 100,000 blocks  on  an
annual basis as defined in the Agreement.



Company:                                     PAN:
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