PROMISSORY NOTE

$4,000,000 (Four Million Dollars)                 Dated June 20, 2003
Principal Amount                                  State of Nevada

                Funding Date- On or before December 31, 2003

                  Due Date- On or before December 31, 2008

      FOR  VALUE  RECEIVED, Four Million Dollars, the undersigned Twin  Faces
East Entertainment Corporation (Company) hereby jointly and severally promise
to  pay  to  the order of Johnnie King, or his assigns, (Maker)  the  sum  of
$4,000,000  (Four  Million Dollars), together with interest  thereon  at  ten
percent (10%) per annum as prescribed below.  Said sum and interest shall  be
paid in the manner following:

     Interest Due  December 31, 2004-
       Payable as $400,000 worth of 144 stock ** or $400,000 cash*
     Interest Due December 31, 2005-
       Payable as $400,000 worth of 144 stock ** or $400,000 cash*
     Interest Due December 31, 2006-
       Payable as $400,000 worth of 144 stock ** or $400,000 cash*
     Interest Due December 31, 2007-
       Payable as $400,000 worth of 144 stock ** or $400,000 cash*

     At  the  principal Due Date of this note, the Company agrees to  pay  to
     Maker, at the Company option either:
          1.   $4,400,000 cash or
          2.   $4,800,000 worth of 144 stock **

          *   At the option of the Company.
          **  All  stock  is  Common Stock in Twin Faces  East  Entertainment
          Corporation  (TFAC)  restricted by Rule 144. All  stock  valued  at
          prior  30-day average closing price as quoted by OTCBB  or  current
          exchange listing.  All stock is to be delivered within 15  days  of
          due date.

     Value  received  is a $4,000,000 (Four Million Dollar) loan  dated  June
     20th,  2003 deliverable to the Company bank via wire transfer  by  Maker
     not later than December 31st, 2003.

        Wire instructions:
          Account Number           041-1006257
          Account Name             Twin Faces East Entertainment Corporation
          Routing Number           321270742
          Bank Name & Address      Wells Fargo Bank Nevada N.A.
                                   2231 N. Green Valley Parkway
                                   Henderson, NV. 89014

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     The  Company  may  prepay  this Promissory Note  at  any  time,  without
penalty, by delivery of the principal amount in cash and appropriate pro-rata
interest as prescribed above.

  This  Note shall at the option of the Maker be immediately due and  payable
upon the occurrence of any of the following:
  1-    Failure to make any payments due hereunder within 15 days of the  due
     date.
  2-   Breach of any condition of any of the security interest.
  3-   Upon the insolvency, dissolution, or liquidation of the Company.
  4-    Upon  the filing by the Company an assignment for the benefit of  the
     creditors, bankruptcy, or for relief under any provisions of the Bankruptcy
     Code, or by suffering an involuntary petition in bankruptcy or receivership
     not vacated within 30 days.

  In  the  event this note shall be in default, and placed with  an  attorney
for  collection, then the Company agrees to pay all reasonable attorney  fees
and  costs of collection. Payments not made within 10 days of due date  shall
be  subject to a late charge of 10% of said payment.  All payments  hereunder
shall be made to the Maker, Johnnie King, or his assigns.

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

Agreed to as stated:

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

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

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