INVESTMENTAGREEMENT/ PREFERRED STOCK PURCHASE

 

       This Agreement is made this date, by and between **TWIN FACES EASTENTERTAINMENT CORPORATION** ("Company") and **JOHNNIE KING,**anindividual investor ("King") or collectively referred to as "TheParties".

 

       WHEREAS, the Company is engaged in the business of development ofintellectual and entertainment properties and desires to accept a directinvestment 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:

 

Section1.         **Type ofTransaction.**
                       Direct cash investment as purchase of Preferred Stock in the Company.

 
**Section2.         **Timing.**
                       The "Effective Date" of this investment will be September 29th, 2003.The Funding Date of this investment will be not later than September 30, 2004but within 30 days after Mr. King's first settlement payment from proceedsfrom his Bronx County New York action index number 22127/01.

 
**Section3.         **Amount ofInvestment.**
                       The amount of the investment is $4,000,000 (four million dollars).

 
**Section4.         **InvestmentTerms.**

                       Within 30 days of the Funding Date of this agreement the Company will issue onemillion (1,000,000) shares of Series C Preferred Stock, of the Company. Thestock will carry conversion rights to common on an annual basis the first weekof the funding month each year commencing the month of funding, for a period of4 years according to a formula as defined herein.

 
**Section5.         **ConversionRights.**
                       The Preferred Stock shall be converted to Common Stock in the Company on thedates following:

           One year from funding date, conversion of 250,000 shares Preferred Stock toCommon Stock,

           Two years from funding date, conversion of 250,000 shares Preferred Stock toCommon Stock,

           Three years from funding date, conversion of 250,000 shares Preferred Stock toCommon Stock,

           Four years from funding date, conversion of 250,000 shares Preferred Stock toCommon Stock.

 
**Section6.         **ConversionFormula.**
                       At the option of the Company, for each annual conversion of Preferred to common,the stock shall be converted to either:

 

 

       Option 1- Average prior 30 days closing price on current quoted exchange so thatmarket value of the common issued is one million five hundred thousand dollars.For example, if funding date is December 31, 2003, and if the 30-day averagequoted closing price is $1 per share on December 31, 2004, King would receive1,500,000 shares of common stock for his 250,000 shares of Preferred stock for avaluation conversion of 6 Common Shares for each Preferred Share.

       Option 2- The stock may be converted at a conversion ratio of 2 Common Sharesfor each Preferred share. For example, if the funding date is December 31, 2003,on December 31, 2004 the company may convert the 250,000 shares of PreferredStock to 500,000 shares for Common Stock in the Company.

 
**Section7.         **Dividend.**
                       The Company shall issue a 5% (five percent) cash dividend on the principleamount of the unconverted Preferred Stock, payable in Common Stock as follows:

                       One year from funding date, $200,000 of Common Stock,

                       Two years from funding date, $120,000 of Common Stock,

                       Three years from funding date, $100,000 of Common Stock,

                       Four years from funding date, $50,000 of Common Stock.
** 

Section8.**  **     **Common****StockDefinition.**
                       All stock to be issued is Common Stock in Twin Faces East EntertainmentCorporation (TFAC) restricted by Rule 144. All stock valued at prior 30-dayaverage closing price as quoted by OTCBB or current exchange listing. All stockto be delivered within 15 days of due date.
** **
TheCompany agrees to be fully bound hereunder until this stock shall be fullyconverted. and waive demand, presentment and protest and all notices thereto andfurther agrees to remain bound, notwithstanding any extension, renewal,modification, waiver, or other indulgence by King or upon the discharge orrelease of the Company, or upon the exchange, substitution, or release of anycollateral granted as security for this investment. No modification orindulgence by King shall be binding unless in writing, and any indulgence forone occasion shall not be an indulgence for any other or future occasion. Thisinvestment shall be construed, governed, and enforced in accordance with thelaws of the State of Nevada. The Company hereby executes this note as Presidentand Chief Executive Officer of the Company.
** 

Agreedto as stated:

 **
/S/MichaelSmolanoff                                                  September 29, 2003

MichaelSmolanoff,President                                        Date

TwinFaces East Entertainment
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Ihereby certify that I am an accredited investor and am aware of the inherentrisks and potential for loss of part or all of this investment. Further Iacknowledge that I am a key member of the Management Team of the Company and amaware of and approve the budget uses of funds that have been developed with myhelp and input.

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/S/JohnnieKing                                                            September 29, 2003

JohnnieKing,Investor                                                  Date**************