UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington D.C., 20549

                                 Form S-8
                          REGISTRATION STATEMENT
                                   Under
                        The Securities  Act of 1933
       -------------------------------------------------------------

                     Commission file number 000-25415

                    TWIN FACES EAST ENTERTAINMENT CORP.

            (Exact name of registrant as specified in charter)
      ---------------------------------------------------------------

Nevada                                            22-3374562
(State of other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification Number)

1850 E. Flamingo Rd., Suite #111-A
Las Vegas, Nevada                                 89119
(Address of Principal Executive Office)           (Zip Code)

                    Consultant Stock Compensation Plan
                ------------------------------------------
                         (Full Title of the Plan)
                              (702) 866-5858
           (Registrant's Telephone Number, Including Area Code)

                       Michael Smolanoff, President
                    1850 E. Flamingo Rd., Suite #111-A
                          Las Vegas, Nevada 89119
                  (Name and Address of Agent for Service)
<TABLE>
                                   Proposed       Proposed
                      Amount to     maximum        maximum      Amount of
Title of Securities       be       Offering       aggregate   registration
to be registered      registered   price per      offering         fee
                                   share(2)         price
<S>                  <C>          <C>            <C>          <C>
Common Stock (1)         175,000      $1.24688       $218,204        $60.66
</TABLE>
1    Represents up to 175,000 shares of common stock to be offered for
resale by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered
herein.

2    Calculated in accordance with Rule 457(h)(1) using the average of the
bid and asked prices for the common stock on August 11, 1999.

<PAGE>

PROSPECTUS                   The date of this Prospectus is August 13, 1999


                    TWIN FACES EAST ENTERTAINMENT CORP.

                   Up to 175,000 Shares of Common Stock
        Received by Directors, Officers, Consultants and Employees
             Under the Company's Consultant and Employee Stock
        Compensation Plan and Reoffered by Means of this Prospectus
        To Be Sold Either Privately or Through a Broker Transaction



Selling  shareholders  of Twin Faces East Entertainment  Corp.  ("Company")
will  offer  their shares through the  over-the-counter market  or  through
NASDAQ,  if  the Company's common stock is then included for  quotation  on
NASDAQ.  Selling  shareholders, if control persons, are  required  to  sell
their  shares in accordance with the volume limitations of Rule  144  under
the  Securities Act of 1933, which limits sales by each selling shareholder
in  any  one  month  period to the greater of 1% of the  total  outstanding
common  stock  (or approximately 36,193 shares after the  issuance  of  the
shares  herein)  or   the average weekly trading volume  of  the  Company's
common  stock  during the four calendar weeks immediately   preceding  such
sale.  It is expected that brokers and dealers effecting transactions  will
be  paid  the  normal  and customary commissions for  market  transactions;
however the Shares may be sold in a private transaction.



THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY  THE  SECURITIES
AND  EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY  OR
THE  ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY  IS  A
CRIMINAL OFFENSE.




No  person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and,  if
given  or made, such information or representation must not be relied  upon
as  having  been  authorized by the Company. Neither the delivery  of  this
Prospectus nor any distribution of the shares of the Common Stock  issuable
under  the  terms  of the Plan shall, under any circumstances,  create  any
implication  that there has been no change in the affairs  of  the  Company
since the date hereof.

  This Prospectus does not constitute an offer to sell securities in any
   state to any person to whom it is unlawful to make such offer in such
                                  state.

  The securities offered hereby involve a high degree of risk. See "Risk
                                 Factors."

<PAGE>

                     SUMMARY OF PROSPECTUS

The Company

This   prospectus accompanies reoffers by consultants and employees of  the
Company of shares of common stock received through the Company's Consultant
and   Employee  Compensation  Plan.  The  Company,  pursuant  to  the   S-8
Registration, dated this same date, has registered 175,000 of the Company's
common  stock,  of  which  all such shares have been  received,  concurrent
herewith,  pursuant  to the Company's Consultant and Employee  Compensation
Plan. The Company's principal offices are  located at 1850 E. Flamingo Rd.,
Suite 111-A, Las Vegas, Nevada 89119, telephone number (702) 866-5858.

                          RISK FACTORS

The purchase of the securities offered hereby is subject to risk. Investors
should evaluate these risk factors carefully.

Need  for  Additional  Financing. The Company  currently  operates  through
revenues  generated  by  sales  of  the Company's  products.  There  is  no
assurance that such sales will continue as they have in the past,  or  will
increase  in  the  future.  In order to succeed  the  Company  may  require
additional capital for working capital and for marketing. There can  be  no
assurance  that  such  financing  will  be  available,  when  required,  on
acceptable terms.

Competition.  We  compete  with  numerous  other  entertainment  and   film
production companies. Many of these competitors have substantially  greater
resources than we do. Should a larger and better financed company decide to
directly compete with us, and be successful in its competitive efforts, our
business could be adversely affected.

Markets  Uncertain.  Despite  the  business  experience  of  the  officers,
directors,  and  principal shareholders of the Company, and  the  Company's
products  there can be no assurance that markets for the Company's products
will  continue  to  be  sizable enough to permit  the  Company  to  operate
profitably.

Reliance on Management. All decisions with respect to the management of the
Company  will  be  made exclusively by its officers and directors.    To  a
large  extent, the success of the Company will depend upon the  quality  of
the management provided by its officers and directors.

Dependence  upon Key Personnel. The success of the Company will be  largely
dependent  on  the  personal  efforts  of  key  employees,  officers,   and
directors, who are responsible for the development of the business  of  the
Company.   If  any of the key employees, officers or directors should,  for
whatever  the reason, cease to serve the Company, the Company may  find  it
difficult  to  find replacements within a short time frame, and  thus,  the
Company's ability to meet its goals could be adversely affected.

Factors  Affecting Operating Results. The manufacture and  distribution  of
entertainment  and  educational related production  which  the  Company  is
involved with is not an exact science and inevitably involves a significant
degree   of  uncertainty,  particularly  with  respect  to  the  types   of
entertainment and educational products demanded by the market place.  There
can therefore be no assurance that the Company's activities will result  in
the  economical  production  and  sales of  its  products.   Moreover,  the
operating results of the Company may be adversely affected by other factors
such  as  changes  in material costs, shortages of scripts,  and  increased
production costs.

Company  Capitalization. To the extent that the funding may be insufficient
to  meet  expenses, the Company may be required to obtain the funds through
additional borrowings by raising funds through selling equity interests  in
the  Company.  Management believes that operating profits can be generated,
but  both  the  production of intellectual properties  and  any  return  to
Shareholders may take considerably longer than anticipated.

<PAGE>

                                  PART I

General

     Twin  Faces East Entertainment Corporation, a Nevada corporation  (the
"Company")  is a development stage company formed in 1997. The Company  was
incorporated  under the laws of the State of Delaware on December  5,  1997
and  reincorporated under the laws of the State of Nevada on June 17, 1998.
The  re-incorporation  in the State of Nevada was the  result  of  Nevada's
policy  of  encouraging incorporation in that State and, in furtherance  of
that policy, has adopted comprehensive, modern and flexible corporate laws,
which are periodically updated and revised to meet changing business needs.
In  addition,  Nevada  continues  to pursue  a  position  of  no  corporate
taxation.

     We  are  in  the development stage as a producer of entertainment  and
educational  related programming and technology, which  originated  through
the  efforts  of  Dr.  Michael Smolanoff, a director  and  officer  of  the
Company.    Our  products  include; (i) documentary  films  of  Dr.  Albert
Einstein, and (ii) feature film and television scripts.

      The Einstein Properties are the result of Dr. Smolanoff's acquisition
of  the  films  from Peter A. Buckey. Peter A. Buckey, the son  of  one  of
Albert Einstein's oldest and closest friends, provides a rare insight  into
Albert  Einstein's private life, opinions, and foibles that are now  folded
into  unique and rare videos.  The Company owns original 16mm film  footage
of  rare  moments  such  as the family vacation when  Einstein  wrote  that
fateful  letter to Franklin D. Roosevelt that led to the Manhattan Project.
Peter  was  Einstein's driver, and companion initiating extensive dialogue,
keeping copious notes, and storing and recording priceless memories.   Hear
up  close and personal tales of the sailor who couldn't swim, and the youth
recalling  a  professor's admonishment not to pursue  physics  due  to  his
single-mindedness.  We have ownership of the film, still photos,  narration
by  Mr. Buckey, and have received numerous requests for development of  the
various  products  into books, a documentary, photo exhibits,  and  similar
entertainment venues.

      "Pages  From  A Rabbit Journal"T, a children's book and  future  film
script  was  created by Dr. Smolanoff. The story is of The Rabbit  Family's
adventures  in  their  travels  through  the  forest  with  many  character
developments  along the path of their journey.  The story has  been  turned
into  a  series of twenty-two minute animated video episodes, each a cliff-
hanger  and with a positive children's message.  The initial video episode,
will  serve as a pilot for a television series which is contracted  through
Nightwing  Entertainment Group, Inc. to be shown on Fox Children's  Network
and/or Nickelodeon.  In addition, Channel America, through a contract  with
Nightwing  Entertainment Group, Inc. has agreed to show between  13  to  65
episodes  of the series.   Further, an agreement is in place with Nightwing
Entertainment  Group,  Inc.  that  provides  for  Congress  Home  Video  to
distribute  a  minimum of twelve of each episode into approximately  22,000
video stores nationwide.

      The  Company's  principal executive offices are located  at  1850  E.
Flamingo Rd., Suite #111-A, Las Vegas, Nevada; telephone (702) 866-5858.
<TABLE>
Management

    NAME AND ADDRESS       AGE      POSITION HELD-RELATIONSHIP
<S>                      <C>      <C>
Michael Smolanoff           55     Chief Executive Officer, President, Director
Stan Teeple                 50     Executive VP, Secretary, Treasurer, Director
Hyman Shwartzberg, MD       32     Director
Bruce Taffet                51     Director
</TABLE>
<PAGE>

Michael  Smolanoff- Michael Smolanoff has been President and a Director  of
the  Company  since its inception. From 1993 to present, Dr. Smolanoff  has
been  self  employed  selling scripts, articles,  and  music.  Dr.  Michael
Smolanoff  has over 30 years of experience in creative development  fields.
He  is  a  Juilliard graduate and past professor at Rutgers University  and
Philadelphia Music Academy. He has written and produced a plethora of music
albums, concerts,  children's programs,  and works for the theatre.  He  is
listed  in the International Who's Who of music, Who's Who in America,  Men
of  Achievement,  Outstanding Young Men of America, and the  Dictionary  of
Distinguished Americans.  He is the creator and developer of the "Tales  of
a  Rabbit  Journal" and responsible for contract development to place  this
animated  series  with  the  Fox  Kids  Network  as  well  as  distribution
agreements  for  placement into retail video stores nationwide.   He  is  a
member  of  the National Academy of Television Arts and Sciences,  and  the
American Society of Composers, Authors and Publishers.

Stanley  L. Teeple- Stan Teeple is Executive Vice President, Secretary  and
Treasurer from March, 1997 to present. From 1979 until present, Mr.  Teeple
has  been  President and Chief Executive Officer of Stan  Teeple,  Inc.,  a
consulting  firm  specializing in business.  Stan has recently  joined  Dr.
Smolanoff  for  development  of the various assets  and  interests  in  the
marketplace.  Stan attended Business School at the University  of  Colorado
and  has a strong national brands corporate background.  In Stan's 20  plus
year career as a management consultant, sales and marketing consultant, and
turnaround    specialist    counts   among   his   business    specialties,
entertainment,  intellectual property licensing,  food  manufacturing,  the
travel industry and retailing of everything from apparel to fast food.  His
recent client list includes, United Artists Theatre Circuit, General Mills,
Inc.,  United  Airlines, Inc., Kellogg's USA, Warner Lambert  and  Premiere
Innovations, Inc.

Bruce  Taffet Bruce Taffet has been a Director of the Company  since  April
1998.  From  1979 until present Mr. Taffet has worked as an executive  with
United  Artists  Theatre Circuit. From 1995 until present, Bruce  has  been
Executive  Vice  President of Concessions, Marketing,  and  Purchasing  for
United  Artists.  Mr. Taffet has approximately 30 years experience  in  the
entertainment  industry. Starting in 1969, Bruce was the owner/operator  of
the Orkin Taffet Theatres in Jackson, Mississippi. Mr. Taffet has served as
an  officer or director with the National Association of Theatre Operators,
National  Association of Concessionaires, Variety Club of America,  The  2%
Club, and MPP Pioneers.

Hyman Shwarzberg, MD. Hyman Shwarzberg, MD, a Director of the Company since
April  1998,  is  a physician, entrepreneur and investor. From  1994  until
present  Dr.  Shwarzberg has served as Assistant Professor and Director  of
Radiology at Mount Sinai Medical Center-Queens Hospital Center Affiliate in
New  York. Dr. Shwarzberg is a graduate of Yeshiva University Undergraduate
School and a graduate of Albert Einstein College of Medicine.

Legal Proceedings
      On  August 2, 1999, a lawsuit was filed in the United States District
Court  for the Southern District of New York, ReadSpeak, Inc. vs Twin Faces
East  Entertainment Corp., case No. 99 Civil 8606. The claim in the  action
pertains to a violation by Twin Faces of the Lanham Act, unfair competition
and  infringement of patent rights. Although the Company consented  to  the
issuance of a temporary restraining order wherein the Company agrees not to
promote  ReadSpeak until further order of the court, the  Company  has  not
conceded  to  the  validity of the claim and intends to  assert  a  counter
claim, contesting the claim of intellectual property rights as asserted  by
ReadSpeak, Inc.

Submission of Matters to Vote to Shareholders

      No  matter  was submitted to a vote of security holders, through  the
solicitation  of  proxies or otherwise, during the  Company's  fiscal  year
ended December 31, 1999.

Properties.
      The  Company  currently subleases 600 square feet of executive  office
space  at  1850 E. Flamingo Rd., Suite 111A, Las Vegas, Nevada 89119,  on  a
month to month basis at a cost of $800 per month starting June 1, 1999.  The
space  is for general administration and is sufficient for the current needs
of  the Company. We anticipate that we will require additional space in  the
future but does not anticipate any difficulty in obtaining such space in its
immediate vicinity at favorable rates.

<PAGE>

                          OFFERING  SHAREHOLDERS

The  following  table  lists the shares of Company  common  stock  held  by
consultants of the Company  proposing to sell their shares, the  percentage
held  by  each, and the shares currently proposed to be reoffered  by  them
pursuant to this Prospectus.

<TABLE>

Shareholder          Number of    New Shares   Percent      Percent of
                     Shares       Offered      Before       Total After
                                               Offering     Offering
<S>                 <C>          <C>          <C>          <C>
Gary Bennett           -0-         68,170        -0-         .0188
Adam Abramavich        -0-         68,170        -0-         .0188
Anthony N. DeMint      -0-          5,000        -0-         .0013
Donald J. Stoecklein   -0-         33,660        -0-         .0093
                    --------     --------      -------     ---------
TOTAL                  -0-        175,000        -0-         .0482
</TABLE>

                                  PART II

Item 3. Information with Respect to the Company

This  prospectus is accompanied by the Company's Form 10SB, and its  latest
Quarterly  Reports filed subsequent thereto, for quarter ending  March  31,
1999.  These  Annual, Quarterly and Current Reports, as well as  all  other
reports filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of  the  Securities  Exchange  Act  of 1934,  are  hereby  incorporated  by
reference  in this prospectus and may be obtained upon the oral or  written
request of any person to the Company at 1850 E. Flamingo Rd., Suite #111-A,
Las Vegas, Nevada 89119 telephone number (702) 866-5858

Incorporation of Documents by Reference.

The  registrant incorporates the following documents by reference  in  this
Registration Statement:

(a)  The  registrants Annual Report on Form 10SB filed for the  year  ended
     February 18, 1999;
(b)  The  registrants Quarterly Report on Form 10-Q for the quarter  ending
     March 14, 1999.
(c)  The registrants Form 8-K filed June 30, 1999
(d)  The registrants Form 8-K filed July 29, 1999

Item 4. Description of Securities

General
A   description  of  securities  is  incorporated  by  reference  from  the
registrants Registration Statement on Form 10SB, File No. 000-25415.

The Company's authorized capitalization is 20,000,000 shares, consisting of
20,000,000  shares of Common Stock, par value $.0001 per  share,  of  which
3,619,349,  (as of August 10, 1999 there were 3,544,349 shares outstanding)
shares  will  be  issued  and outstanding after  issuance  to  the  selling
shareholders,  and  the additional shares, referred  to  in  the  preceding
section.

<PAGE>

Common Stock
      Holders  of Common Stock are entitled to one vote per share  on  each
matter  submitted to vote at any  meeting of shareholders. Shares of Common
Stock  do  not carry cumulative voting rights and therefore, holders  of  a
majority  of the outstanding shares of Common Stock will be able  to  elect
the  entire  board of directors and, if they  do so, minority  shareholders
would  not  be  able  to elect any members to the board of  directors.  The
Company's   board  of  directors  has  authority,  without  action  by  the
Company's  shareholders, to issue all or any portion of the authorized  but
unissued  shares  of  Common  Stock,  which  would  reduce  the  percentage
ownership of the Company  of its shareholders and which may dilute the book
value  of the Common Stock. Shareholders of the Company have no pre-emptive
rights  to acquire additional shares of Common Stock. The Common  Stock  is
not subject to redemption and carries no subscription or conversion rights.
In  the event of liquidation of the Company, the shares of Common Stock are
entitled  to share equally in corporate assets after  satisfaction  of  all
liabilities. Holders of Common Stock are entitled to receive such dividends
as  the  board  of  directors may from time to time declare  out  of  funds
legally  available for the payment of dividends. The Company  has not  paid
dividends  on  its Common Stock and does not anticipate that  it  will  pay
dividends in the foreseeable  future.

Item 5.  Interests of Named Experts and Counsel

     NA

Item 6. Indemnification

     The  Articles  of Incorporation for the Company do contain  provisions
for  indemnification  of the officers and directors; in  addition,  Section
78.751 of the Nevada General Corporation Laws provides as follows:

      78.751  Indemnification of officers, directors, employees and agents;
advance of expenses.
     1.    A corporation may indemnify any person who was or is a party  or
is  threatened to be made a party to any threatened, pending  or  completed
action,  suit  or  proceeding, whether civil, criminal,  administrative  or
investigative,  except an action by or in the right of the corporation,  by
reason of the fact that he is or was a director, officer, employee or agent
of  the corporation, or is or was serving at the request of the corporation
as   a  director,  officer,  employee  or  agent  of  another  corporation,
partnership,  joint venture, trust or other enterprise,  against  expenses,
including  attorney's fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which he reasonably
believed  to be in or not opposed to the best interests of the corporation,
and,  with  respect to any criminal action or proceeding, had no reasonable
cause  to believe his conduct was unlawful.  The termination of any action,
suit  or proceeding by judgment, order, settlement, conviction, or  upon  a
plea  of  nolo contendere or its equivalent, does not, of itself, create  a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation,  and that, with respect to any criminal action or  proceeding,
he had reasonable cause to believe that his conduct was unlawful.
     2.    A corporation may indemnify any person who was or is a party  or
is  threatened to be made a party to any threatened, pending  or  completed
action  or suit by or in the right of the corporation to procure a judgment
in  its  favor by reason of the fact that he is or was a director, officer,
employee  or agent of the corporation, or is or was serving at the  request
of  the  corporation as a director, officer, employee or agent  of  another
corporation, partnership, joint venture, trust or other enterprise  against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of  the  action or suit if he acted in good faith and in a manner which  he
reasonably  believed to be in or not opposed to the best interests  of  the
corporation.   Indemnification may not be made  for  any  claim,  issue  or
matter  as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to  be  liable  to
the  corporation  or  for amounts paid in settlement  to  the  corporation,
unless  and only to the extent that the court in which the action  or  suit
was  brought  or  other  court  of competent jurisdiction  determines  upon
application that in view of all the circumstances of the case,  the  person
is  fairly  and reasonably entitled to indemnity for such expenses  as  the
court deems proper.

<PAGE>


     3.    To the extent that a director, officer, employee or agent  of  a
corporation  has been successful on the merits or otherwise in  defense  of
any  action, suit or proceeding referred to in subsections 1 and 2,  or  in
defense  of  any claim, issue or matter therein, he must be indemnified  by
the  corporation against expenses, including attorneys' fees, actually  and
reasonably incurred by him in connection with the defense.
     4.    Any indemnification under subsections 1 and 2, unless ordered by
a  court  or  advanced  pursuant to subsection  5,  must  be  made  by  the
corporation  only as authorized in the specific case upon  a  determination
that  indemnification of the director, officer, employee or agent is proper
in the circumstances.  The determination must be made:
     (a)  By the stockholders:
     (b)  By the board of directors by majority vote of a quorum consisting o
       directors who were not parties to act, suit or proceeding;
     (c)  If a majority vote of a quorum consisting of directors who were not
       parties to the act, suit or proceeding so orders, by independent legal
       counsel in a written opinion; or
     (d)  If a quorum consisting of directors who were not parties to the act,
       suit or proceeding cannot to obtained, by independent legal counsel in a
       written opinion; or
     5.   The articles of incorporation, the bylaws or an agreement made by
the  corporation  may provide that the expenses of officers  and  directors
incurred in defending a civil or criminal, suit or proceeding must be  paid
by  the  corporation  as  they are incurred and in  advance  of  the  final
disposition  of  the  action,  suit  or  proceeding,  upon  receipt  of  an
undertaking by or on behalf of the director or officer to repay the  amount
if it is ultimately determined by a court of competent jurisdiction that he
is  not entitled to be indemnified by corporation.  The provisions of  this
subsection  do  not affect any rights to advancement of expenses  to  which
corporate  personnel other than the directors or officers may  be  entitled
under any contract or otherwise by law.
     6.    The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a)  Does  not  exclude  any other rights to which  a  person  seeking
     indemnification or advancement of expenses may be entitled under the
     articles of incorporation or any bylaw, agreement, vote of stockholders or
     disinterested directors or otherwise, for either an action in his official
     capacity or an action in another capacity while holding his office, except
     that indemnification, unless ordered by a court pursuant to subsection 2 or
     for the advancement of expenses made pursuant to subsection 5, may not be
     made to or on behalf of any director or officer if a final adjudication
     establishes that his act or omissions involved intentional misconduct,
     fraud or a knowing violation of the law and was material to the cause of
     action.
(b)  Continues for a person who has ceased to be a director, officer,
     employee or agent and inures to the benefit of the heirs, executors and
     administrators of such a person.

Item 7. Exemption From Registration Claimed.

      All  of the shares were exempt from the registration requirements  of
the  Securities  Act of 1933 as amended by virtue of Section  4(2)  thereof
covering  transactions not involving any public offering or  not  involving
any  "offer" or "sale".

Item 8. Exhibits.

3.1  Articles of Incorporation of registrant(1).
3.2  Bylaws (2).
5    Opinion of Donald J. Stoecklein, Attorney-at-law, regarding  legality
     of shares being issued (3).
10   Consultant Stock Compensation Plan/Consultants Agreements (3).
24   Consent  of Donald J. Stoecklein, Attorney-at-Law, (contained  in  its
     opinion filed as Exhibit 5 to this Registration Statement (3).
 __________________________________________
(1)  Incorporated by reference from the registrants Registration  Statement
     on Form 10SB, File No. 000-25415;
(2)  Incorporated by reference from the registrants Registration  Statement
     on Form 10SB, File No. 000-25415;
(3)  Filed herewith.

<PAGE>

Item 9. Undertakings.

The undersigned registrant hereby undertakes:
(1)  To file, during any period in which offers or sales are being made,  a
post-effective amendment to this registration statement:
         (i)   To  include any prospectus required by section 10(a)(3)  of
               the Securities Act of 1933;
         (ii)  To  reflect in the prospectus any facts or  events  arising
               after  the effective date of the registration statement  (or  the
               most recent post-effective amendment thereof) which, individually
               or  in  the  aggregate,  represent a fundamental  change  in  the
               information set forth in the registration statement;
         (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement  or  any  material change to such  information  in  the
               registration  statement,  including  (but  not  limited  to)  any
               addition or election of a managing underwriter.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and  the
offering of such securities offered at that time shall be deemed to be  the
initial bona fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment any
of  the  securities being registered which remain unsold at the termination
of the offering.
      The  undersigned registrant hereby undertakes that, for  purposes  of
determining any liability under the Securities Act of 1933, each filing  of
the  Company's  annual report pursuant to Section 13(a)  or  15(d)  of  the
Securities Exchange Act of 1934 (and, where applicable, each filing  of  an
employee  benefit  plan's annual report pursuant to Section  15(d)  of  the
Securities Exchange Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new registration  statement
referring  to  the  securities offered therein, and the  offering  of  such
securities  at  that  time  shall be deemed to be  the  initial  bona  fide
offering thereof.
       Insofar  as  indemnification  for  liabilities  arising  under   the
Securities  Act  of  1933  may  be permitted  to  directors,  officers  and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise,  the  Company  has  been advised that  in  the  opinion  of  the
Securities  and Exchange Commission such indemnification is against  public
policy  as  expressed in the Act and is, therefore, unenforceable.  In  the
event that a claim for indemnification against such liabilities (other than
the payment by the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person  in
connection  with the securities being registered, the Company will,  unless
in  the  opinion of its counsel that matter has been settled by controlling
precedent,  submit  to  a  court of appropriate jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

<PAGE>

SIGNATURES

      Pursuant  to  the  requirements of the Securities Act  of  1933,  the
registrant  certifies that it has reasonable grounds  to  believe  that  it
meets  all  of the requirements for filing on Form S-8 and has duly  caused
this  registration statement to be signed on its behalf by the undersigned,
thereunto  duly authorized, in the City of Las Vegas, State of  Nevada,  on
this 12th day of August, 1999.

TWIN FACES EAST ENTERTAINMENT CORP.

By :/s/ Michael Smolanoff
    ----------------------------------
       Michael Smolanoff, President

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
registration  statement  has been signed by the following  persons  in  the
capacities indicated on August 12, 1999.

   Signature                Title                         Date

/s/ Michael Smolanoff    President, Director           August 12, 1999
---------------------
Michael Smolanoff

/s/ Stan Teeple         Secretary/Treasurer, Director  August 12, 1999
---------------------
Stan Teeple

/s/ Hyman Shwartzberg   Director                       August 12, 1999
--------------------
Hyman Shwartzberg

Bruce Taffer            Director                       August 12, 1999
--------------------
Bruce Taffet

<PAGE>

                             EXHIBIT 5 AND 24
                          Opinion and Consent of
                            Donald J. Stoecklein

<PAGE>

ATTORNEY AT LAW
                                                Telephone (702) 794-2590
                                                Facsimile (702) 794-0744
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
--------------------------------------------------------------------------------
1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119

                                        August 12, 1999

Mr. Michael Smolanoff
President
TWIN FACES EAST ENTERTAINMENT CORP.
1850 E. Flamingo Rd., Suite #111-A
Las Vegas, Nevada 89119

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Smolanoff:

You  have  requested our opinion as to the legality of the registration  by
you,  Twin  Faces  East Entertainment Corp. (the "Corporation")  of  up  to
175,000  shares of Common Stock ( the "shares") pursuant to a  Registration
Statement,  dated  August  11,  1999,  on  Form  S-8  (  the  "Registration
Statement") to be filed on August 12, 1999:

As your counsel we have reviewed and examined:

1.   The  Articles  of  Incorporation of the Corporation, as  amended  (the
     "Articles");

2.   The  Bylaws of the Corporation, as certified by the Secretary  of  the
     Corporation;

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

5.   The Corporation's 10SB filed February 18, 1999;

6.   The Corporation's 10-QSB for first quarter 1999;

7.   The Consultant and Employee Stock Compensation Plan; and

8.   Such  other  matters as we have deemed relevant in order to  form  our
     opinion.

In   giving  our  opinion,  we  have  assumed  without  investigation   the
authenticity of any document or instrument submitted to us as an  original,
the  conformity to the original of any document or instrument submitted  to
us  as  a copy, and the genuineness of all signatures on such originals  or
copies.

Based  upon  the  foregoing, and subject to the  qualifications  set  forth
below,  we  are  of  the opinion that the Shares, if  issued  and  sold  as
described  in the Registration Statement (provided that at least par  value
is  paid  for  the  shares): (i)  will have been duly  authorized,  legally
issued, fully paid and nonassessable, (ii) when issued will be a valid  and
binding  obligation of the corporation, and  (iii) do not require a  permit
from any governmental agency.

Our  opinion  is subject to the qualification that no opinion is  expressed
herein as to the application of the state securities or Blue Sky laws.

<PAGE>

This  Opinion is furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this opinion nor copies hereof may be  relied  upon  by,
delivered  to, or quoted in whole or in part to any governmental agency  or
other person without our prior written consent.

Notwithstanding the above, we consent to the use of our opinion in  regards
to  the  Request  to Transfer Agent for transfer of the above  referred  to
shares.




                                        Yours Very Truly,



                                        s/Donald J. Stoecklein
                                        Donald J. Stoecklein

<PAGE>


                                EXHIBIT 10
                 CONSULTANT AND EMPLOYEE STOCK OPTION PLAN

<PAGE>

  AUGUST 1999 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
                    Twin Faces East Entertainment Corp.

                               I.
                      Purpose of the Plan.

The  purpose  of  this Plan is to further the growth  of  Twin  Faces  East
Entertainment Corp.  ("Twin Faces")  by allowing the Company to  compensate
officers,  directors, consultants and certain other persons providing  bona
fide  services  to  the Company, through the award of  Twin  Face's  common
stock.

                              II.
                           Definitions

Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

1. "Award" means any grant of Common Stock made under this Plan.

2. "Board of Directors" means the Board of Directors of Twin Faces.

3. "Code" means the Internal Revenue Code of 1986, as amended.

4.  "Common Stock" means the common stock, par value $ .001 per  share,  of
Twin Faces.

5.  "Date  of  Grant" means the day the Board of Directors  authorizes  the
grant  of  an Award or such later date as may be specified by the Board  of
Directors as the date a particular Award will become effective.

6. "Employee" means any person or entity that renders bona fide services to
the  Company  (including,  without  limitation,  the  following:  a  person
employed by the Company in a key capacity; an officer or director  of  Twin
Faces  or  one  or more Subsidiaries; a person or company  engaged  by  the
Company  as  a consultant; or a lawyer, law firm, accountant or  accounting
firm.

7.  "Subsidiary" means any corporation that is a subsidiary with regard  to
Twin Faces as  that term is defined in Section 424(f) of the Code.

                              III.
                   Effective Date of the Plan

The effective date of this Amended Plan is August 1, 1999.


                              IV.
                   Administration of the Plan

The  Board of Directors will be responsible for the administration of  this
Plan,  and  will  grant  Awards under this Plan.  Subject  to  the  express
provisions  of this Plan, the Board of Directors shall have full  authority
and  sole  and  absolute discretion to interpret this Plan,  to  prescribe,
amend  and  rescind rules and regulations relating to it, and to  make  all
other  determinations  which it believes to be necessary  or  advisable  in
administering  this Plan. The determinations of the Board of  Directors  on
the  matters referred to in this Section shall be conclusive. The Board  of
Directors shall have sole and absolute discretion to amend this  Plan.   No
member of the Board of Directors shall be liable for any act or omission in
connection with the administration of this Plan unless it resulted from the
member's willful misconduct.

<PAGE>

                                    V.
                   Stock Subject to the Plan

The  maximum  number of shares of Common Stock as to which  Awards  may  be
granted under this Plan as of this date and subject to subsequent amendment
is  175,000 shares. The Common Stock which is issued on grant of awards may
be  authorized  but unissued shares or shares which have  been  issued  and
reacquired  by Twin Faces. The Board of Directors may increase the  maximum
number of shares of Common Stock as to which Awards may be granted at  such
time as it deems advisable.

                              VI.
               Persons Eligible to Receive Awards

Awards may be granted only to Employees, or Consultants of the Company,  in
their individual capacity only.

                                   VII.
                        Grants of Awards

Except  as  otherwise  provided herein, the Board of Directors  shall  have
complete discretion to determine when and to which Employees or Consultants
Awards  are to be granted, and the number of shares of Common Stock  as  to
which  awards granted to each Employee or consultant will relate. No  grant
will  be  made if, in the judgment of the Board of Directors, such a  grant
would constitute a public distribution within the meaning of the Securities
Act   of  1933,  as  amended  (the  "Act"),or  the  rules  and  regulations
promulgated thereunder.


                                   VIII.
                 Delivery of Stock Certificates

As  promptly  as practicable after authorizing the grant of an  Award  Twin
Faces  shall  deliver to the person who is the recipient of  the  Award,  a
certificate  or certificates registered in that person's name, representing
the number of shares of  Common Stock that were granted.

                              IX.
                           Employment

Nothing  in  this  Plan or in the grant of an Award shall confer  upon  any
Employee  or consultant the right to continue in the employ of the  Company
nor  shall  it  interfere with or  restrict in any way the  rights  of  the
Company  to  discharge any employee at any time for any  reason whatsoever,
with or without cause.

                               X.
                      Laws and Regulations

The obligation of Twin Faces to sell and deliver shares of Common Stock  on
the  grant  of  an Award under this Plan shall be subject to the  condition
that counsel for Twin Faces be satisfied that the sale and delivery thereof
will  not  violate  the  Act  or  any  other  applicable  laws,  rules   or
regulations.

                              XI.
                      Withholding of Taxes

If  subject to withholding tax, the Company shall be authorized to withhold
from an Employer's salary or other cash compensation such sums of money  as
are  necessary to pay the Employee's withholding tax. The Company may elect
to  withhold from the shares to be issued hereunder a sufficient number  of
shares  to  satisfy the Company's withholding obligations. If  the  Company
becomes  required  to pay withholding tax to any federal,  state  or  other
taxing  authority as a result of the granting of an Award and the  Employee

<PAGE>

fails  to  provide  the  Company with the funds  with  which  to  pay  that
withholding  tax,  the Company may withhold up to 50% of  each  payment  of
salary  or  bonus to the Employee (which will be in addition to  any  other
required  or permitted withholding), until the Company has been  reimbursed
for the entire withholding tax it was required to pay.


                             XII.
                     Reservation of Shares

Twin Faces shall at all times keep reserved for issuance on grant of awards
under this Plan a number of authorized but unissued or reacquired shares of
Common  Stock  equal to the  maximum number of shares  Twin  Faces  may  be
required to be issued on the grant of Awards under  this Plan.

                             XII.
                    Termination of the Plan

The  Board of Directors may suspend or terminate this Plan at any  time  or
from time to time, but no such action shall adversely affect the rights  of
a person granted an Award under  this Plan prior to that date.

                             XIV.
                        Delivery of Plan

A Copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing
the  granting  of  the  Award  and  establishing  the  terms,  if  any,  of
participation.

No dealer, salesman, or any other person has been authorized by the Company
to  give  any information or to make any representations other  than  those
contained  in this Prospectus in connection with the offering made  hereby,
and  if  given  or made, such information or representations  must  not  be
relied  upon. This Prospectus does not constitute an offer to sell  or  the
solicitation  of  an  offer  to  buy  any  securities  other   than   those
specifically  offered hereby or an offer to sell, or a solicitation  of  an
offer to buy, to any person in any jurisdiction in which such offer or sale
would  be  unlawful. Neither the delivery of this Prospectus nor  any  sale
made  hereunder  shall under any circumstances create any implication  that
there  has  been no change in the affairs of the Company since any  of  the
dates  as  of  which information is furnished or since  the  date  of  this
Prospectus.

<PAGE>

                               EXHIBIT 10-A

                      CONSULTANT AGREEMENT


      This  Consultant Agreement is effective as of July 23,  1999  by  and
between  Twin  Faces  East  Entertainment Corporation  ("TFAC"),  and  Gary
Bernett, ("Consultant").

                            Recitals

      WHEREAS,  Consultant  has been working with TFAC  without  a  written
Consultant Agreement up to the date of this Agreement. Consultant and  TFAC
have agreed to finalize the terms of Consultant's employment with TFAC  and
reduce those terms to writing in this Agreement.

      WHEREAS,  Consultant has acquired outstanding and special skills  and
abilities  and an extensive background in and knowledge of TFAC's  business
and the industry in which it is engaged.

      WHEREAS,  TFAC  desires  assurance of the continued  association  and
services  of  Consultant  in  order  to  retain  his  experience,   skills,
abilities,  background, and knowledge, and is therefore willing  to  engage
his services on the terms and conditions set forth below.

      WHEREAS,  Consultant desires to continue consulting for TFAC  and  is
willing to do so on those terms and conditions set forth herein.


      NOW  THEREFORE, in consideration of the above recitals and the mutual
promises  and  conditions in this Agreement, and other  good  and  valuable
considerations,   the  receipt  and  sufficiency   of   which   is   hereby
acknowledged, the parties agree as follows:

     1. CONSULTANT. TFAC shall contract with Consultant in such capacity or
capacities TFAC's Board of Directors may from time to time prescribe and as
is acceptable to Consultant.

      2.  CONSULTANT'S  DUTIES.  Consultant shall  act  as  a  writing  and
intellectual  property consultant for the continued development  of  TFAC's
intended  plan of operation, including but not limited to, writing extended
scripts  for  TFAC's  Rabbit Journal TV series and expanding  TFAC's  child
based products and services.

      3.  DEVOTION  OF  TIME. During the period of his agreement  hereunder
Consultant shall devote such of his business time, interest attention,  and
effort  to  the  faithful performance of his duties hereunder,  as  may  be
reasonably necessary and convenient to Consultant to the accomplishment and
fulfillment of those duties.  It being understood by and between  TFAC  and
Consultant  that  Consultant shall not be restricted in his  activities  in
other business.  TFAC acknowledges, understands, and agrees that Consultant
may  be  providing  services to other related businesses.  Royal  Products,
Inc.,  Desert Health Products, Inc., Aloe Vera Development Corp.,  and  Jon
Dar Corp., Inc.

      4.  NON  COMPETITION DURING TERM OF CONSULTANT. During the  agreement
term, Consultant shall not be restricted in functioning in the capacity  of
either an employee, consultant, or agent for other entities.

<PAGE>

      5.  TERM OF AGREEMENT. Subject to earlier termination as provided  in
this Agreement, Consultant shall be employed for a term beginning August 1,
1999,  and ending January 1, 2000.  This agreement may be extended  by  and
between the parties upon written modification hereof.

      6.  LOCATION  OF  CONSULTANT. Unless the parties agree  otherwise  in
writing, during the agreement term Consultant shall perform the services he
is  required to perform under this Agreement from Consultant's own offices;
provided,  however, that TFAC may from time to time request  Consultant  to
travel   temporarily  to  other  locations  on  TFAC's  business,  to   the
convenience of Consultant.

      7.  COMPENSATION. TFAC For all services rendered by Consultant in any
capacity  during  the  term of this Agreement, TFAC  shall  pay  Consultant
$85,000  in  cash  compensation within 30 days of  the  execution  of  this
Agreement.

           7.1 Stock Payment.  If for any reason TFAC cannot pay Consultant
in  cash, TFAC may pay Consultant with shares of Common Stock.  Such Shares
will have to be registered with the Securities and Exchange Commission  via
Form  S-8, or other applicable Form of registration, prior to the  delivery
of  the Common Stock to the Consultant.  The amount of such shares received
will  be calculated by taking the five (5) day average closing bid and  ask
price,  as quoted on the OTCBB, and dividing it by the compensation due  to
Consultant.

           7.2  Commissions.  TFAC agrees to pay Consultant a fee equal  to
three percent (3%) of all assets or intellectual property acquired by  TFAC
as  the result of Consultant's efforts.  The payment calculated pursuant to
this  subparagraph shall be due and payable concurrent with the closing  of
the  escrow,  or transfer of title as relates to such assets, or  upon  the
generation of revenues from any intellectual property acquired or developed
by Consultant.

      8.  BENEFITS.  During  the agreement term, Consultant  shall  not  be
entitled to any TFAC company benefits unless agreed to in writing.

      9.  EXPENSE  REIMBURSEMENT.  During the agreement  term,  TFAC  shall
reimburse  Consultant  for reasonable out-of-pocket  expenses  incurred  in
connection  with  TFAC's  business, including travel  expenses,  food,  and
lodging when away from home, subject to such policies as TFAC may from time
to time reasonably establish for its employees, and/or consultants.

       10.  INTELLECTUAL  PROPERTY.  All  processes,  inventions,  patents,
copyrights,  trademarks, and other intangible rights ("Intangible  Rights")
that  are  conceived or developed by Consultant, at the written request  of
TFAC either alone or with others, during the term of Consultant's agreement
shall  be  the sole property of TFAC, but will be subject to the commission
structure of Section 7.2 hereof.  All other Intangible Rights shall be  the
sole property of Consultant.

      11.  INDEMNIFICATION OF CONSULTANT. TFAC shall, to the maximum extent
permitted  by law, indemnify and hold Consultant harmless against expenses,
including  reasonable  attorney's fees judgements, fines,  settlement,  and
other  amounts  actually  and reasonably incurred in  connection  with  any
proceeding  arising  by  reason  of, or in  connection  with,  Consultant's
agreement  by TFAC.  TFAC shall advance to Consultant any expense  incurred
in defending such proceeding to the maximum extent permitted by law.

<PAGE>

      12.  LIABILITY  INSURANCE. TFAC shall purchase and maintain  adequate
general liability insurance.

      13.  TERMINATION  BY TFAC. TFAC may terminate this Agreement  at  any
time,  if  termination is "For Cause", as hereinafter defined. "For  Cause"
shall  mean  TFAC's  termination of Consultant due to  an  adjudication  of
Consultant's fraud, theft, dishonesty to TFAC regarding Consultant's duties
or  material  breach of this Agreement, if Consultant fails  to  cure  such
breach  within ninety (90) days after written notice is given by the  Board
of  Directors to Consultant and Consultant fails with ninety (90)  days  of
such notification to commence such cure and thereafter diligently prosecute
such cure to completion. TFAC may terminate this Agreement with ninety (90)
days  written notice, in the event Consultant fails to perform Consultant's
obligations pursuant the terms and conditions as set forth herein.  In  the
event  of any termination, not for cause, Consultant shall receive at least
3  months  notice  thereof,  and  shall  receive,  during  such  time,  all
compensation  provided for herein, including payments  of  Commissions,  if
any, as set forth in paragraph 7.

     14. TERMINATION BY CONSULTANT. Consultant may terminate this Agreement
by  giving  TFAC thirty (30) day's prior written notice of resignation.  In
such  event,  Consultant  shall receive all compensation  provided  herein,
including payments of commissions, if any, through the date of termination.

     15. DEATH OF CONSULTANT. If Consultant dies during the initial term or
during  any  renewal  term  of  this Agreement,  this  Agreement  shall  be
terminated  on the last day of the calendar month of his death. TFAC  shall
then  pay to Consultant's estate any compensation accrued but unpaid as  of
the last day of the calendar month in which Consultant dies.

      16.  AGREEMENT ON BUSINESS COMBINATION OR DISSOLUTION. This Agreement
shall  not be terminated by TFAC's voluntary or involuntary dissolution  or
by  any merger in which TFAC is not the surviving or resulting corporation,
or  on  any transfer of all or substantially all of TFAC's assets.  In  the
event  any  such  merger  or transfer of assets,  the  provisions  of  this
Agreement  shall  be binding on and inure to the benefit of  the  surviving
business  entity  or  the business entity to which  such  assets  shall  be
transferred.

     17. TRADE SECRETS AND CONFIDENTIAL INFORMATION:

           17.1  Nondisclosure. Without the prior written consent of  TFAC,
Consultant shall not, at any time, either during or after the term of  this
Agreement, directly or indirectly, divulge or disclose to any person, firm,
association, or corporation, or use for Consultant's own benefit, gain,  or
otherwise, any customer lists, plans, products, data, results of tests  and
data,  or  any  other  trade  secrets or  confidential  materials  or  like
information (collectively referred to as the "Confidential Information") of
TFAC  and/or  its  Affiliates,  as  hereinafter  defined,  provided  to  or
communicated to Consultant by TFAC, it being the intent of TFAC, with which
intent  Consultant hereby agrees, to restrict Consultant from disseminating
or  using any like information that is unpublished or not readily available
to the general public.

<PAGE>

                17.1.1  Definition  of  Affiliate.  For  purposes  of  this
Agreement, the term "Affiliate" shall mean any entity, individual, firm, or
corporation,  directly or indirectly, through one or  more  intermediaries,
controlling, controlled by, or under common control with TFAC.

                17.1.2  Consultant's Work Product. Aside from  Consultant's
work  for  TFAC,  Consultant invents, designs, writes and develops  various
story lines, scripts and other products, which shall be the work product of
Consultant.  TFAC shall not, at any time, either during or after  the  term
of  this  Agreement,  directly or indirectly, divulge or  disclose  to  any
person,  firm, association, or corporation, or use for TFAC's own  benefit,
gain,  or otherwise, any customer lists, plans, products, data, results  of
tests  and  data, or any other trade secrets or confidential  materials  or
like   information   (collectively  referred  to   as   the   "Confidential
Information") of Consultant and/or its Affiliates, as hereinafter  defined,
it being the intent of Consultant, with which intent TFAC hereby agrees, to
restrict  TFAC  from  disseminating or using any like information  that  is
unpublished or not readily available to the general public.

           17.2 Return of Property. Upon the termination of this Agreement,
Consultant, or TFAC, respectively, shall deliver to TFAC, or Consultant, as
applicable,   all  lists,  books,  records,  data,  and  other  information
(including  all  copies thereof in whatever form or media)  of  every  kind
relating  to  or connected with TFAC or Consultant or their Affiliates  and
their activities, business and customers, which information or material was
initially acquired by TFAC, or Consultant respectively. Consultant  and  or
TFAC  respectively, shall be allowed to retain any and all  information  on
products,  lists,  books,  records, data, or  other  information  initially
produced by Consultant or TFAC respectively and provided to the other.

           17.3  Notice of Compelled Disclosure. If, at any time,  a  party
hereof becomes legally compelled (by deposition, interrogatory, request for
documents,  subpoena,  civil investigative demand, or  similar  process  or
otherwise)  to  disclose  any of the Confidential Information,  such  party
shall  provide  the other party with prompt, prior written notice  of  such
requirement  so that the other party may seek a protective order  or  other
appropriate  remedy  and/or  waive  compliance  with  the  terms  of   this
Agreement. In the event that such protective order or other remedy  is  not
obtained,  that  the  other  party waives compliance  with  the  provisions
hereof,  each  agrees  to  furnish only that portion  of  the  Confidential
Information  which such party is advised by written opinion of  counsel  is
legally required and exercise such party's best efforts to obtain assurance
that confidential treatment will be accorded such Confidential Information.
In  any  event, the compelled party shall not oppose action  by  the  other
party to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded the Confidential Information.

     18. VIOLATION OF COVENANTS:

           18.1 Injunctive Relief. Each party acknowledges and agrees; that
violation  of  any  of  the  covenants or  Agreements  hereof  would  cause
irreparable  injury  to the other party, that the remedy  at  law  for  any
violation  or threatened violation thereof would be inadequate;  and  that,
therefore,  the  other party shall be entitled to temporary  and  permanent
injunctive or other equitable relief.

<PAGE>

           18.2  Consultant  and TFAC recognize that the  laws  and  public
policies  of the various states of the United States may differ as  to  the
validity and enforceability of certain of the provisions contained in  this
section. It is the intention of Consultant and TFAC that the provisions  of
this section shall be enforced to the fullest extent permissible under  the
laws and public policies of each jurisdiction in which such enforcement  is
sought,  but  that the invalidation (or modification to conform  with  such
laws  or  public  policies)  of  any  provision  hereof  shall  not  render
unenforceable or impair the remainder of this section. Accordingly, if  any
provision   of  this  section  shall  be  determined  to  be   invalid   or
unenforceable, either in whole or in part this section shall be  deemed  to
delete  or  modify, as necessary, the offending provision and to alter  the
balance of this section in order to render it valid and enforceable to  the
fullest extent permissible as provided herein.

     19. MISCELLANEOUS:

           19.1  Authority to Execute.  The parties herein  represent  that
they have the authority to execute this Agreement.

            19.2  Severability.   If  any  term,  provision,  covenant,  or
condition of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the rest of this Agreement shall remain
in full force and effect.

           19.3 Successors.    This Agreement shall be binding on and inure
to  the  benefit  of  the  respective  successors,  assigns,  and  personal
representatives  of  the  parties, except to the  extent  of  any  contrary
provision in this Agreement.

           19.4 Assignment.    This Agreement may not be assigned by either
party without the written consent of the other party.

           19.5 Singular, Plural and Gender Interpretation.  Whenever  used
herein, the singular number shall include the plural, and the plural number
shall  include the singular. Also, as used herein, the masculine,  feminine
or  neuter  gender shall each include the others whenever  the  context  so
indicates.

           19.6  Captions. The subject headings of the paragraphs  of  this
Agreement  are  included for purposes of convenience only,  and  shall  not
effect the construction or interpretation of any of its provisions.

           19.7  Entire  Agreement.   This Agreement  contains  the  entire
agreement of the parties relating to the rights granted and the obligations
assumed  in  this  instrument and supersedes  any  oral  or  prior  written
agreements  between the parties. Any oral representations or  modifications
concerning this instrument shall be of no force or effect unless  contained
in a subsequent written modification signed by the party to be charged.

           19.8  Arbitration.  Any controversy or claim arising out of,  or
relating  to, this Agreement, or the making, performance, or interpretation
thereof,  shall  be  submitted to a panel of  three  (3)  arbitrators.  The
arbitration  shall  comply with and be governed by the  provisions  of  the
American  Arbitration  Association.  The  panel  of  arbitrators  shall  be
composed of two (2) members chosen by Consultant and TFAC respectively  and
one  (1) member chosen by the arbitrators previously selected. The findings
of  such arbitrators shall be conclusive and binding on the parties hereto.

<PAGE>

The  cost  of  arbitration shall be borne by the losing party  or  in  such
proportions as the arbitrator shall conclusively decide.

           19.9  No  Waiver.  No failure by either Consultant  or  TFAC  to
insist upon the strict performance by the other of any covenant, agreement,
term  or  condition of this Agreement or to exercise the  right  or  remedy
consequent  upon  a breach thereof shall constitute a waiver  of  any  such
breach or of any such covenant, agreement, term or condition. No waiver  of
any  breach  shall  affect  or alter this Agreement,  but  each  and  every
covenant, condition, agreement and term of this Agreement shall continue in
full force and effect with respect to any other then existing or subsequent
breach.

           19.10      Time of the Essence.  Time is of the essence of  this
Agreement, and each provision hereof.

           19.11      Counterparts.  The parties may execute this Agreement
in  two  (2) or more counterparts, which shall, in the aggregate, be signed
by  both  parties,  and  each  counterpart  shall  be  deemed  an  original
instrument as to each party who has signed by it.

           19.12     Attorney's Fees and Costs.  In the event that suit  be
brought  hereon,  or  an attorney be employed or expenses  be  incurred  to
compel  performance the parties agree that the prevailing party therein  be
entitled to reasonable attorney's fees.

           19.13      Governing  Law.   The  formation,  construction,  and
performance  of  this Agreement shall be construed in accordance  with  the
laws of Nevada.

            19.14      Notice.   Any  notice,  request,  demand  or   other
communication required or permitted hereunder or required by law  shall  be
in  writing and shall be effective upon delivery of the same in  person  to
the  intended  addressee, or upon deposit of the  same  with  an  overnight
courier  service  (such as Federal Express) for delivery  to  the  intended
addressee at its address shown herein, or upon deposit of the same  in  the
United  States mail, postage prepaid, certified or registered mail,  return
receipt  requested,  sent to the intended addressee at  its  address  shown
herein.  The  address  of any party to this Agreement  may  be  changed  by
written  notice  of  such  other address given in accordance  herewith  and
actually received by the other parties at least ten (10) days in advance of
the date upon which such change of address shall be effective.

<PAGE>

      IN  WITNESS WHEREOF, the parties have entered into this Agreement  on
the date first above written.


CONSULTANT:

DATE: 7/23/99


By: /s/ Gary Bernett
     Gary Bernett


TWIN FACES EAST ENTERTAINMENT CORPORATION


DATE: 7/23/99


By: /s/ Stanley Teeple
     Stanley Teeple

<PAGE>
                           EXHIBIT 10-B

                      CONSULTANT AGREEMENT


      This  Consultant Agreement is effective as of July 23,  1999  by  and
between  Twin  Faces  East  Entertainment Corporation  ("TFAC"),  and  Adam
Abramavitch, ("Consultant").

                            Recitals

      WHEREAS,  Consultant has outstanding and special skills and abilities
and  an  extensive background in and knowledge of TFAC's business  and  the
industry in which it is engaged.

      WHEREAS,  TFAC desires assurance of the association and  services  of
Consultant   in   order  to  retain  his  experience,  skills,   abilities,
background, and knowledge, and is therefore willing to engage his  services
on the terms and conditions set forth below.

      WHEREAS,  Consultant  desires to begin consulting  for  TFAC  and  is
willing to do so on those terms and conditions set forth herein.

      NOW  THEREFORE, in consideration of the above recitals and the mutual
promises  and  conditions in this Agreement, and other  good  and  valuable
considerations,   the  receipt  and  sufficiency   of   which   is   hereby
acknowledged, the parties agree as follows:

     1. CONSULTANT. TFAC shall contract with Consultant in such capacity or
capacities TFAC's Board of Directors may from time to time prescribe and as
is acceptable to Consultant.

     2. CONSULTANT'S DUTIES. Consultant shall act as a marketing consultant
to  evaluate  and  advise TFAC on its proposed plan  of  operation  in  the
marketing  of child based programming.  In addition, Consultant  shall  use
its  best  efforts towards the discovery of exclusive products  or  scripts
relating the TFAC's industry and assist in the blending of such products or
scripts into TFAC.

      3.  DEVOTION  OF  TIME. During the period of his agreement  hereunder
Consultant shall devote such of his business time, interest attention,  and
effort  to  the  faithful performance of his duties hereunder,  as  may  be
reasonably necessary and convenient to Consultant to the accomplishment and
fulfillment of those duties.  It being understood by and between  TFAC  and
Consultant  that  Consultant shall not be restricted in his  activities  in
other business.  TFAC acknowledges, understands, and agrees that Consultant
may  be  providing  services to other related businesses.  Royal  Products,
Inc.,  Desert Health Products, Inc., Aloe Vera Development Corp.,  and  Jon
Dar Corp., Inc.

      4.  NON  COMPETITION DURING TERM OF CONSULTANT. During the  agreement
term, Consultant shall not be restricted in functioning in the capacity  of
either an employee, consultant, or agent for other entities.

      5.  TERM OF AGREEMENT. Subject to earlier termination as provided  in
this Agreement, Consultant shall be employed for a term beginning August 1,
1999,  and ending February 1, 2000.  This agreement may be extended by  and
between the parties upon written modification hereof.

<PAGE>

      6.  LOCATION  OF  CONSULTANT. Unless the parties agree  otherwise  in
writing, during the agreement term Consultant shall perform the services he
is  required to perform under this Agreement from Consultant's own offices;
provided,  however, that TFAC may from time to time request  Consultant  to
travel   temporarily  to  other  locations  on  TFAC's  business,  to   the
convenience of Consultant.

      7.  COMPENSATION. TFAC For all services rendered by Consultant in any
capacity  during  the  term of this Agreement, TFAC  shall  pay  Consultant
$85,000  in  cash  compensation within 30 days of  the  execution  of  this
Agreement.

           7.1 Stock Payment.  If for any reason TFAC cannot pay Consultant
in  cash, TFAC may pay Consultant with shares of Common Stock.  Such Shares
will have to be registered with the Securities and Exchange Commission  via
Form  S-8, or other applicable Form of registration, prior to the  delivery
of  the Common Stock to the Consultant.  The amount of such shares received
will  be calculated by taking the five (5) day average closing bid and  ask
price,  as quoted on the OTCBB, and dividing it by the compensation due  to
Consultant.

           7.2  Commissions.  TFAC agrees to pay Consultant a fee equal  to
four  percent (4%) of all assets or intellectual property acquired by  TFAC
as  the result of Consultant's efforts.  The payment calculated pursuant to
this  subparagraph shall be due and payable concurrent with the closing  of
the  escrow,  or transfer of title as relates to such assets, or  upon  the
generation of revenues from any intellectual property acquired or developed
by Consultant.

      8.  BENEFITS.  During  the agreement term, Consultant  shall  not  be
entitled to any TFAC company benefits unless agreed to in writing.

      9.  EXPENSE  REIMBURSEMENT.  During the agreement  term,  TFAC  shall
reimburse  Consultant  for reasonable out-of-pocket  expenses  incurred  in
connection  with  TFAC's  business, including travel  expenses,  food,  and
lodging when away from home, subject to such policies as TFAC may from time
to time reasonably establish for its employees, and/or consultants.

       10.  INTELLECTUAL  PROPERTY.  All  processes,  inventions,  patents,
copyrights,  trademarks, and other intangible rights ("Intangible  Rights")
that  are  conceived or developed by Consultant, at the written request  of
TFAC either alone or with others, during the term of Consultant's agreement
shall  be  the sole property of TFAC, but will be subject to the commission
structure of Section 7.2 hereof.  All other Intangible Rights shall be  the
sole property of Consultant.

      11.  INDEMNIFICATION OF CONSULTANT. TFAC shall, to the maximum extent
permitted  by law, indemnify and hold Consultant harmless against expenses,
including  reasonable  attorney's fees judgements, fines,  settlement,  and
other  amounts  actually  and reasonably incurred in  connection  with  any
proceeding  arising  by  reason  of, or in  connection  with,  Consultant's
agreement  by TFAC.  TFAC shall advance to Consultant any expense  incurred
in defending such proceeding to the maximum extent permitted by law.

<PAGE>

      12.  LIABILITY  INSURANCE. TFAC shall purchase and maintain  adequate
general liability insurance.

      13.  TERMINATION  BY TFAC. TFAC may terminate this Agreement  at  any
time,  if  termination is "For Cause", as hereinafter defined. "For  Cause"
shall  mean  TFAC's  termination of Consultant due to  an  adjudication  of
Consultant's fraud, theft, dishonesty to TFAC regarding Consultant's duties
or  material  breach of this Agreement, if Consultant fails  to  cure  such
breach  within ninety (90) days after written notice is given by the  Board
of  Directors to Consultant and Consultant fails with ninety (90)  days  of
such notification to commence such cure and thereafter diligently prosecute
such cure to completion. TFAC may terminate this Agreement with ninety (90)
days  written notice, in the event Consultant fails to perform Consultant's
obligations pursuant the terms and conditions as set forth herein.  In  the
event  of any termination, not for cause, Consultant shall receive at least
3  months  notice  thereof,  and  shall  receive,  during  such  time,  all
compensation  provided for herein, including payments  of  Commissions,  if
any, as set forth in paragraph 7.

     14. TERMINATION BY CONSULTANT. Consultant may terminate this Agreement
by  giving  TFAC thirty (30) day's prior written notice of resignation.  In
such  event,  Consultant  shall receive all compensation  provided  herein,
including payments of commissions, if any, through the date of termination.

     15. DEATH OF CONSULTANT. If Consultant dies during the initial term or
during  any  renewal  term  of  this Agreement,  this  Agreement  shall  be
terminated  on the last day of the calendar month of his death. TFAC  shall
then  pay to Consultant's estate any compensation accrued but unpaid as  of
the last day of the calendar month in which Consultant dies.

      16.  AGREEMENT ON BUSINESS COMBINATION OR DISSOLUTION. This Agreement
shall  not be terminated by TFAC's voluntary or involuntary dissolution  or
by  any merger in which TFAC is not the surviving or resulting corporation,
or  on  any transfer of all or substantially all of TFAC's assets.  In  the
event  any  such  merger  or transfer of assets,  the  provisions  of  this
Agreement  shall  be binding on and inure to the benefit of  the  surviving
business  entity  or  the business entity to which  such  assets  shall  be
transferred.

     17. TRADE SECRETS AND CONFIDENTIAL INFORMATION:

           17.1  Nondisclosure. Without the prior written consent of  TFAC,
Consultant shall not, at any time, either during or after the term of  this
Agreement, directly or indirectly, divulge or disclose to any person, firm,
association, or corporation, or use for Consultant's own benefit, gain,  or
otherwise, any customer lists, plans, products, data, results of tests  and
data,  or  any  other  trade  secrets or  confidential  materials  or  like
information (collectively referred to as the "Confidential Information") of
TFAC  and/or  its  Affiliates,  as  hereinafter  defined,  provided  to  or
communicated to Consultant by TFAC, it being the intent of TFAC, with which
intent  Consultant hereby agrees, to restrict Consultant from disseminating
or  using any like information that is unpublished or not readily available
to the general public.

<PAGE>

                17.1.1  Definition  of  Affiliate.  For  purposes  of  this
Agreement, the term "Affiliate" shall mean any entity, individual, firm, or
corporation,  directly or indirectly, through one or  more  intermediaries,
controlling, controlled by, or under common control with TFAC.

                17.1.2  Consultant's Work Product. Aside from  Consultant's
work  for  TFAC,  Consultant invents, designs, writes and develops  various
story lines, scripts and other products, which shall be the work product of
Consultant.  TFAC shall not, at any time, either during or after  the  term
of  this  Agreement,  directly or indirectly, divulge or  disclose  to  any
person,  firm, association, or corporation, or use for TFAC's own  benefit,
gain,  or otherwise, any customer lists, plans, products, data, results  of
tests  and  data, or any other trade secrets or confidential  materials  or
like   information   (collectively  referred  to   as   the   "Confidential
Information") of Consultant and/or its Affiliates, as hereinafter  defined,
it being the intent of Consultant, with which intent TFAC hereby agrees, to
restrict  TFAC  from  disseminating or using any like information  that  is
unpublished or not readily available to the general public.

           17.2 Return of Property. Upon the termination of this Agreement,
Consultant, or TFAC, respectively, shall deliver to TFAC, or Consultant, as
applicable,   all  lists,  books,  records,  data,  and  other  information
(including  all  copies thereof in whatever form or media)  of  every  kind
relating  to  or connected with TFAC or Consultant or their Affiliates  and
their activities, business and customers, which information or material was
initially acquired by TFAC, or Consultant respectively. Consultant  and  or
TFAC  respectively, shall be allowed to retain any and all  information  on
products,  lists,  books,  records, data, or  other  information  initially
produced by Consultant or TFAC respectively and provided to the other.

           17.3  Notice of Compelled Disclosure. If, at any time,  a  party
hereof becomes legally compelled (by deposition, interrogatory, request for
documents,  subpoena,  civil investigative demand, or  similar  process  or
otherwise)  to  disclose  any of the Confidential Information,  such  party
shall  provide  the other party with prompt, prior written notice  of  such
requirement  so that the other party may seek a protective order  or  other
appropriate  remedy  and/or  waive  compliance  with  the  terms  of   this
Agreement. In the event that such protective order or other remedy  is  not
obtained,  that  the  other  party waives compliance  with  the  provisions
hereof,  each  agrees  to  furnish only that portion  of  the  Confidential
Information  which such party is advised by written opinion of  counsel  is
legally required and exercise such party's best efforts to obtain assurance
that confidential treatment will be accorded such Confidential Information.
In  any  event, the compelled party shall not oppose action  by  the  other
party to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded the Confidential Information.

     18. VIOLATION OF COVENANTS:

           18.1 Injunctive Relief. Each party acknowledges and agrees; that
violation  of  any  of  the  covenants or  Agreements  hereof  would  cause
irreparable  injury  to the other party, that the remedy  at  law  for  any
violation  or threatened violation thereof would be inadequate;  and  that,
therefore,  the  other party shall be entitled to temporary  and  permanent
injunctive or other equitable relief.

<PAGE>
           18.2  Consultant  and TFAC recognize that the  laws  and  public
policies  of the various states of the United States may differ as  to  the
validity and enforceability of certain of the provisions contained in  this
section. It is the intention of Consultant and TFAC that the provisions  of
this section shall be enforced to the fullest extent permissible under  the
laws and public policies of each jurisdiction in which such enforcement  is
sought,  but  that the invalidation (or modification to conform  with  such
laws  or  public  policies)  of  any  provision  hereof  shall  not  render
unenforceable or impair the remainder of this section. Accordingly, if  any
provision   of  this  section  shall  be  determined  to  be   invalid   or
unenforceable, either in whole or in part this section shall be  deemed  to
delete  or  modify, as necessary, the offending provision and to alter  the
balance of this section in order to render it valid and enforceable to  the
fullest extent permissible as provided herein.

     19. MISCELLANEOUS:

           19.1  Authority to Execute.  The parties herein  represent  that
they have the authority to execute this Agreement.

            19.2  Severability.   If  any  term,  provision,  covenant,  or
condition of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the rest of this Agreement shall remain
in full force and effect.

           19.3 Successors.    This Agreement shall be binding on and inure
to  the  benefit  of  the  respective  successors,  assigns,  and  personal
representatives  of  the  parties, except to the  extent  of  any  contrary
provision in this Agreement.

           19.4 Assignment.    This Agreement may not be assigned by either
party without the written consent of the other party.

           19.5 Singular, Plural and Gender Interpretation.  Whenever  used
herein, the singular number shall include the plural, and the plural number
shall  include the singular. Also, as used herein, the masculine,  feminine
or  neuter  gender shall each include the others whenever  the  context  so
indicates.

           19.6  Captions. The subject headings of the paragraphs  of  this
Agreement  are  included for purposes of convenience only,  and  shall  not
effect the construction or interpretation of any of its provisions.

           19.7  Entire  Agreement.   This Agreement  contains  the  entire
agreement of the parties relating to the rights granted and the obligations
assumed  in  this  instrument and supersedes  any  oral  or  prior  written
agreements  between the parties. Any oral representations or  modifications
concerning this instrument shall be of no force or effect unless  contained
in a subsequent written modification signed by the party to be charged.

           19.8  Arbitration.  Any controversy or claim arising out of,  or
relating  to, this Agreement, or the making, performance, or interpretation
thereof,  shall  be  submitted to a panel of  three  (3)  arbitrators.  The
arbitration  shall  comply with and be governed by the  provisions  of  the
American  Arbitration  Association.  The  panel  of  arbitrators  shall  be
composed of two (2) members chosen by Consultant and TFAC respectively  and
one  (1) member chosen by the arbitrators previously selected. The findings

<PAGE>

of  such arbitrators shall be conclusive and binding on the parties hereto.
The  cost  of  arbitration shall be borne by the losing party  or  in  such
proportions as the arbitrator shall conclusively decide.

           19.9  No  Waiver.  No failure by either Consultant  or  TFAC  to
insist upon the strict performance by the other of any covenant, agreement,
term  or  condition of this Agreement or to exercise the  right  or  remedy
consequent  upon  a breach thereof shall constitute a waiver  of  any  such
breach or of any such covenant, agreement, term or condition. No waiver  of
any  breach  shall  affect  or alter this Agreement,  but  each  and  every
covenant, condition, agreement and term of this Agreement shall continue in
full force and effect with respect to any other then existing or subsequent
breach.

           19.10      Time of the Essence.  Time is of the essence of  this
Agreement, and each provision hereof.

           19.11      Counterparts.  The parties may execute this Agreement
in  two  (2) or more counterparts, which shall, in the aggregate, be signed
by  both  parties,  and  each  counterpart  shall  be  deemed  an  original
instrument as to each party who has signed by it.

           19.12     Attorney's Fees and Costs.  In the event that suit  be
brought  hereon,  or  an attorney be employed or expenses  be  incurred  to
compel  performance the parties agree that the prevailing party therein  be
entitled to reasonable attorney's fees.

           19.13      Governing  Law.   The  formation,  construction,  and
performance  of  this Agreement shall be construed in accordance  with  the
laws of Nevada.

            19.14      Notice.   Any  notice,  request,  demand  or   other
communication required or permitted hereunder or required by law  shall  be
in  writing and shall be effective upon delivery of the same in  person  to
the  intended  addressee, or upon deposit of the  same  with  an  overnight
courier  service  (such as Federal Express) for delivery  to  the  intended
addressee at its address shown herein, or upon deposit of the same  in  the
United  States mail, postage prepaid, certified or registered mail,  return
receipt  requested,  sent to the intended addressee at  its  address  shown
herein.  The  address  of any party to this Agreement  may  be  changed  by
written  notice  of  such  other address given in accordance  herewith  and
actually received by the other parties at least ten (10) days in advance of
the date upon which such change of address shall be effective.

<PAGE>

      IN  WITNESS WHEREOF, the parties have entered into this Agreement  on
the date first above written.



CONSULTANT:


DATE: 7/23/99
By: /s/ Adam Abramavitch
Adam Abramavitch


TWIN FACES EAST ENTERTAINMENT CORPORATION


DATE: 7/23/99


By: /s/ Stanley Teeple
     Stanley Teeple

<PAGE>

                               EXHIBIT 10-C

                      RETAINER  AGREEMENT

      THIS  AGREEMENT  made  by  and  between  SPERRY  YOUNG  &  STOECKLEIN
("Attorney") and TWIN FACES EAST ENTERTAINMENT CORPORTATION ("Client").

      Whereas,  Client desires to retain Attorney to assist the Company  in
its  corporate endeavors, analyze and/or prepare any needed agreements  and
to act as Securities Counsel to the Company.

     Whereas, Attorney has agreed to so represent Client in accordance with
the   terms   and  conditions  of  this  Retainer  Agreement,  (hereinafter
"Retainer").

     Now, Therefore, the parties agree as follows:

      1.   That commencing as of the date of this Agreement, Attorney shall
represent Client in the aforementioned capacity.  It is understood  between
Client  and  Attorney  that any opinions relating to Nevada  law  shall  be
opinioned  by outside counsel licensed to practice in the state of  Nevada.
Attorney  is licensed to practice in the state of California and  will  not
represent  Client as to actions or activity specifically related to  Nevada
law.

      2.    The  Client and Attorney shall forthwith agree upon a timetable
for  the completion of Client's desired business plan, and all other  steps
necessary to effectuate the Client's compliance with all applicable Federal
Securities Laws.

      3.   It is understood and agreed between Attorney and Client that all
documents  and other information relating to the Client's affairs  will  be
made available upon request to Attorney at the Attorney's offices.

      The  Client will furnish Attorney at the earliest practicable date  a
business plan showing projected cash flow (or deficiencies) covering a five-
year period.

      4.   The fee arrangement shall be on a per item basis or at a rate of
$250  per  hour, such fee will be agreed upon between Client  and  Attorney
prior  to  any  commencement of work. If for any reason Client  cannot  pay
Consultant  in  cash, Client may pay Attorney with shares of Common  Stock.
Such  Shares  will have to be registered with the Securities  and  Exchange
Commission via Form S-8, or other applicable Form of registration, prior to
the  delivery  of  the Common Stock to the Attorney.  The  amount  of  such
shares  received  will be on a agreed upon amount between  the  Client  and
Attorney.

      5.    In  addition to fees, Client shall reimburse Attorney  for  all
costs  and  reasonable out-of-pocket expenses incurred in  connection  with
Attorney's duties.

<PAGE>

     6.   Client agrees to indemnify and hold harmless Attorney against any
and  all losses, claims, damages or liabilities, joint or several, to which
they  or  any of them may become subject under the Act or any other statute
or  at common law and to reimburse Attorney for any legal or other expenses
(including the cost of any investigation and preparation) incurred by  them
in  connection  with  any  litigation, whether  or  not  resulting  in  any
liability,  but  only insofar as such losses, claims, damages,  liabilities
and  litigation  arise  out of or are based upon any  untrue  statement  or
alleged  untrue  statement of a material fact contained  in  any  documents
which  were  supplied to Attorney, or the omission or alleged  omission  to
state therein a material fact required to be stated therein or necessary to
make  the  statements  therein not misleading, or any untrue  statement  or
alleged untrue statement of a material fact contained in the documents  (as
amended or supplemented if the Company shall have filed with the Securities
and Exchange Commission, or the State of Nevada, any amendments thereof  or
supplements thereto), or the omission or alleged omission to state  therein
a  material fact necessary in order to make the statements therein, in  the
light  of  the  circumstances under which they were made,  not  misleading;
provided. Attorney agrees within twenty days after the receipt by  Attorney
of  written  notice of the commencement of any action against  Attorney  to
notify  the  Client in writing of the commencement thereof. The failure  of
the  Attorney so to notify the Client of any such action shall relieve  the
Client from any liability which it may have to the Attorney.

      7.   This Agreement may be terminated by the Client by written notice
to  Attorney,  at which time Attorney shall have no further  obligation  to
Client.  This Agreement may be terminated by Attorney by written notice  to
Client,  in  the  event  Attorney determines  that  the  information  being
provided by Client to Attorney, in the preparation of the Registration,  is
intentionally misleading or an omission of a material fact.

     In Witness Whereof, the parties executed this Retainer Agreement as of
the day set forth below.

Date:     6/1/99

CLIENT:

     /s/ Stanley Teeple
     Stanley Teeple
     Twin Faces East Entertainment Corporation


ATTORNEY:

     /s/ Donald J. Stoecklein
     Donald J. Stoecklein, Esq.
     Sperry Young & Stoecklein

<PAGE>

                               EXHIBIT 10-D

                   FEE SPLITTING DISCLOSURE AND CONSENT

DISCLOSURE AND CONSENT

1.   Sperry Young & Stoecklein ("SY&S") was retained by Twin Faces East
  Entertainment Corporation (the "Company") to assist the Company in its
  corporate endeavors, analyze and/or prepare any needed agreements and to
  act as Securities Counsel to the Company.

2.   The representation is under the terms of a written agreement that
  provides, among other things, that the fee for the services will be on a
  per item basis or hourly rate, to be determined between the Company and
  SY&S.  (A copy of the agreement is attached as an exhibit hereto.)

3.   SY&S desires to compensate Anthony N. DeMint, an employee of SY&S,
  with a bonus of 5,000 shares of Common Stock of the Company, which is to be
  paid to SY&S for its services.

4.   SY&S and the Company have mutually agreed that it would be in the best
  interest to all parties, if the Company were to issue the stock directly to
  Anthony N. DeMint and such amount of stock to be subtracted from the stock,
  which is to be paid to SY&S for services performed.

Date:     8/12/99

Sperry Young & Stoecklein

/s/ Donald J. Stoecklein
Donald J. Stoecklein, Esq.


/s/ Anthony N. DeMint
Anthony N. DeMint

     I understand the terms of this Agreement and consent to the
association and fee splitting and the direct issuance of Common Stock to
Anthony N. DeMint.


Twin Faces East Entertainment Corporation

/s/ Stanley Teeple
Stanley Teeple
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{"company-data": {"conformed-name": "TWIN FACES EAST ENTERTAINMENT CORP", "cik": "0001074865", "assigned-sic": "7812", "irs-number": "223374562", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85127", "film-number": "99687749"}, "business-address": {"street1": "1850 E FLAMINGO RD 111-A", "city": "LAS VEGAS", "state": "NV", "zip": "89119", "phone": "7028665858"}, "mail-address": {"street1": "1850 E FLAMINGO RD 111-A", "city": "LAS VEGAS", "state": "NV", "zip": "89119"}}
UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington D.C., 20549

                                 Form S-8
                          REGISTRATION STATEMENT
                                   Under
                        The Securities  Act of 1933
       -------------------------------------------------------------

                     Commission file number 000-25415

                    TWIN FACES EAST ENTERTAINMENT CORP.

            (Exact name of registrant as specified in charter)
      ---------------------------------------------------------------

Nevada                                            22-3374562
(State of other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification Number)

1850 E. Flamingo Rd., Suite #111-A
Las Vegas, Nevada                                 89119
(Address of Principal Executive Office)           (Zip Code)

                    Consultant Stock Compensation Plan
                ------------------------------------------
                         (Full Title of the Plan)
                              (702) 866-5858
           (Registrant's Telephone Number, Including Area Code)

                       Michael Smolanoff, President
                    1850 E. Flamingo Rd., Suite #111-A
                          Las Vegas, Nevada 89119
                  (Name and Address of Agent for Service)

                                   Proposed       Proposed
                      Amount to     maximum        maximum      Amount of
Title of Securities       be       Offering       aggregate   registration
to be registered      registered   price per      offering         fee
                                   share(2)         price
Common Stock (1)         175,000      $1.24688       $218,204        $60.66
1    Represents up to 175,000 shares of common stock to be offered for
resale by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered
herein.

2    Calculated in accordance with Rule 457(h)(1) using the average of the
bid and asked prices for the common stock on August 11, 1999.
PROSPECTUS                   The date of this Prospectus is August 13, 1999

                    TWIN FACES EAST ENTERTAINMENT CORP.

                   Up to 175,000 Shares of Common Stock
        Received by Directors, Officers, Consultants and Employees
             Under the Company's Consultant and Employee Stock
        Compensation Plan and Reoffered by Means of this Prospectus
        To Be Sold Either Privately or Through a Broker Transaction

Selling  shareholders  of Twin Faces East Entertainment  Corp.  ("Company")
will  offer  their shares through the  over-the-counter market  or  through
NASDAQ,  if  the Company's common stock is then included for  quotation  on
NASDAQ.  Selling  shareholders, if control persons, are  required  to  sell
their  shares in accordance with the volume limitations of Rule  144  under
the  Securities Act of 1933, which limits sales by each selling shareholder
in  any  one  month  period to the greater of 1% of the  total  outstanding
common  stock  (or approximately 36,193 shares after the  issuance  of  the
shares  herein)  or   the average weekly trading volume  of  the  Company's
common  stock  during the four calendar weeks immediately   preceding  such
sale.  It is expected that brokers and dealers effecting transactions  will
be  paid  the  normal  and customary commissions for  market  transactions;
however the Shares may be sold in a private transaction.

THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY  THE  SECURITIES
AND  EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY  OR
THE  ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY  IS  A
CRIMINAL OFFENSE.

No  person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and,  if
given  or made, such information or representation must not be relied  upon
as  having  been  authorized by the Company. Neither the delivery  of  this
Prospectus nor any distribution of the shares of the Common Stock  issuable
under  the  terms  of the Plan shall, under any circumstances,  create  any
implication  that there has been no change in the affairs  of  the  Company
since the date hereof.

  This Prospectus does not constitute an offer to sell securities in any
   state to any person to whom it is unlawful to make such offer in such
                                  state.

  The securities offered hereby involve a high degree of risk. See "Risk
                                 Factors."
SUMMARY OF PROSPECTUS

The Company

This   prospectus accompanies reoffers by consultants and employees of  the
Company of shares of common stock received through the Company's Consultant
and   Employee  Compensation  Plan.  The  Company,  pursuant  to  the   S-8
Registration, dated this same date, has registered 175,000 of the Company's
common  stock,  of  which  all such shares have been  received,  concurrent
herewith,  pursuant  to the Company's Consultant and Employee  Compensation
Plan. The Company's principal offices are  located at 1850 E. Flamingo Rd.,
Suite 111-A, Las Vegas, Nevada 89119, telephone number (702) 866-5858.

                          RISK FACTORS

The purchase of the securities offered hereby is subject to risk. Investors
should evaluate these risk factors carefully.

Need  for  Additional  Financing. The Company  currently  operates  through
revenues  generated  by  sales  of  the Company's  products.  There  is  no
assurance that such sales will continue as they have in the past,  or  will
increase  in  the  future.  In order to succeed  the  Company  may  require
additional capital for working capital and for marketing. There can  be  no
assurance  that  such  financing  will  be  available,  when  required,  on
acceptable terms.

Competition.  We  compete  with  numerous  other  entertainment  and   film
production companies. Many of these competitors have substantially  greater
resources than we do. Should a larger and better financed company decide to
directly compete with us, and be successful in its competitive efforts, our
business could be adversely affected.

Markets  Uncertain.  Despite  the  business  experience  of  the  officers,
directors,  and  principal shareholders of the Company, and  the  Company's
products  there can be no assurance that markets for the Company's products
will  continue  to  be  sizable enough to permit  the  Company  to  operate
profitably.

Reliance on Management. All decisions with respect to the management of the
Company  will  be  made exclusively by its officers and directors.    To  a
large  extent, the success of the Company will depend upon the  quality  of
the management provided by its officers and directors.

Dependence  upon Key Personnel. The success of the Company will be  largely
dependent  on  the  personal  efforts  of  key  employees,  officers,   and
directors, who are responsible for the development of the business  of  the
Company.   If  any of the key employees, officers or directors should,  for
whatever  the reason, cease to serve the Company, the Company may  find  it
difficult  to  find replacements within a short time frame, and  thus,  the
Company's ability to meet its goals could be adversely affected.

Factors  Affecting Operating Results. The manufacture and  distribution  of
entertainment  and  educational related production  which  the  Company  is
involved with is not an exact science and inevitably involves a significant
degree   of  uncertainty,  particularly  with  respect  to  the  types   of
entertainment and educational products demanded by the market place.  There
can therefore be no assurance that the Company's activities will result  in
the  economical  production  and  sales of  its  products.   Moreover,  the
operating results of the Company may be adversely affected by other factors
such  as  changes  in material costs, shortages of scripts,  and  increased
production costs.

Company  Capitalization. To the extent that the funding may be insufficient
to  meet  expenses, the Company may be required to obtain the funds through
additional borrowings by raising funds through selling equity interests  in
the  Company.  Management believes that operating profits can be generated,
but  both  the  production of intellectual properties  and  any  return  to
Shareholders may take considerably longer than anticipated.
PART I

General

     Twin  Faces East Entertainment Corporation, a Nevada corporation  (the
"Company")  is a development stage company formed in 1997. The Company  was
incorporated  under the laws of the State of Delaware on December  5,  1997
and  reincorporated under the laws of the State of Nevada on June 17, 1998.
The  re-incorporation  in the State of Nevada was the  result  of  Nevada's
policy  of  encouraging incorporation in that State and, in furtherance  of
that policy, has adopted comprehensive, modern and flexible corporate laws,
which are periodically updated and revised to meet changing business needs.
In  addition,  Nevada  continues  to pursue  a  position  of  no  corporate
taxation.

     We  are  in  the development stage as a producer of entertainment  and
educational  related programming and technology, which  originated  through
the  efforts  of  Dr.  Michael Smolanoff, a director  and  officer  of  the
Company.    Our  products  include; (i) documentary  films  of  Dr.  Albert
Einstein, and (ii) feature film and television scripts.

      The Einstein Properties are the result of Dr. Smolanoff's acquisition
of  the  films  from Peter A. Buckey. Peter A. Buckey, the son  of  one  of
Albert Einstein's oldest and closest friends, provides a rare insight  into
Albert  Einstein's private life, opinions, and foibles that are now  folded
into  unique and rare videos.  The Company owns original 16mm film  footage
of  rare  moments  such  as the family vacation when  Einstein  wrote  that
fateful  letter to Franklin D. Roosevelt that led to the Manhattan Project.
Peter  was  Einstein's driver, and companion initiating extensive dialogue,
keeping copious notes, and storing and recording priceless memories.   Hear
up  close and personal tales of the sailor who couldn't swim, and the youth
recalling  a  professor's admonishment not to pursue  physics  due  to  his
single-mindedness.  We have ownership of the film, still photos,  narration
by  Mr. Buckey, and have received numerous requests for development of  the
various  products  into books, a documentary, photo exhibits,  and  similar
entertainment venues.

      "Pages  From  A Rabbit Journal"T, a children's book and  future  film
script  was  created by Dr. Smolanoff. The story is of The Rabbit  Family's
adventures  in  their  travels  through  the  forest  with  many  character
developments  along the path of their journey.  The story has  been  turned
into  a  series of twenty-two minute animated video episodes, each a cliff-
hanger  and with a positive children's message.  The initial video episode,
will  serve as a pilot for a television series which is contracted  through
Nightwing  Entertainment Group, Inc. to be shown on Fox Children's  Network
and/or Nickelodeon.  In addition, Channel America, through a contract  with
Nightwing  Entertainment Group, Inc. has agreed to show between  13  to  65
episodes  of the series.   Further, an agreement is in place with Nightwing
Entertainment  Group,  Inc.  that  provides  for  Congress  Home  Video  to
distribute  a  minimum of twelve of each episode into approximately  22,000
video stores nationwide.

      The  Company's  principal executive offices are located  at  1850  E.
Flamingo Rd., Suite #111-A, Las Vegas, Nevada; telephone (702) 866-5858.

Management

    NAME AND ADDRESS       AGE      POSITION HELD-RELATIONSHIP
Michael Smolanoff           55     Chief Executive Officer, President, Director
Stan Teeple                 50     Executive VP, Secretary, Treasurer, Director
Hyman Shwartzberg, MD       32     Director
Bruce Taffet                51     Director
Michael  Smolanoff- Michael Smolanoff has been President and a Director  of
the  Company  since its inception. From 1993 to present, Dr. Smolanoff  has
been  self  employed  selling scripts, articles,  and  music.  Dr.  Michael
Smolanoff  has over 30 years of experience in creative development  fields.
He  is  a  Juilliard graduate and past professor at Rutgers University  and
Philadelphia Music Academy. He has written and produced a plethora of music
albums, concerts,  children's programs,  and works for the theatre.  He  is
listed  in the International Who's Who of music, Who's Who in America,  Men
of  Achievement,  Outstanding Young Men of America, and the  Dictionary  of
Distinguished Americans.  He is the creator and developer of the "Tales  of
a  Rabbit  Journal" and responsible for contract development to place  this
animated  series  with  the  Fox  Kids  Network  as  well  as  distribution
agreements  for  placement into retail video stores nationwide.   He  is  a
member  of  the National Academy of Television Arts and Sciences,  and  the
American Society of Composers, Authors and Publishers.

Stanley  L. Teeple- Stan Teeple is Executive Vice President, Secretary  and
Treasurer from March, 1997 to present. From 1979 until present, Mr.  Teeple
has  been  President and Chief Executive Officer of Stan  Teeple,  Inc.,  a
consulting  firm  specializing in business.  Stan has recently  joined  Dr.
Smolanoff  for  development  of the various assets  and  interests  in  the
marketplace.  Stan attended Business School at the University  of  Colorado
and  has a strong national brands corporate background.  In Stan's 20  plus
year career as a management consultant, sales and marketing consultant, and
turnaround    specialist    counts   among   his   business    specialties,
entertainment,  intellectual property licensing,  food  manufacturing,  the
travel industry and retailing of everything from apparel to fast food.  His
recent client list includes, United Artists Theatre Circuit, General Mills,
Inc.,  United  Airlines, Inc., Kellogg's USA, Warner Lambert  and  Premiere
Innovations, Inc.

Bruce  Taffet Bruce Taffet has been a Director of the Company  since  April
1998.  From  1979 until present Mr. Taffet has worked as an executive  with
United  Artists  Theatre Circuit. From 1995 until present, Bruce  has  been
Executive  Vice  President of Concessions, Marketing,  and  Purchasing  for
United  Artists.  Mr. Taffet has approximately 30 years experience  in  the
entertainment  industry. Starting in 1969, Bruce was the owner/operator  of
the Orkin Taffet Theatres in Jackson, Mississippi. Mr. Taffet has served as
an  officer or director with the National Association of Theatre Operators,
National  Association of Concessionaires, Variety Club of America,  The  2%
Club, and MPP Pioneers.

Hyman Shwarzberg, MD. Hyman Shwarzberg, MD, a Director of the Company since
April  1998,  is  a physician, entrepreneur and investor. From  1994  until
present  Dr.  Shwarzberg has served as Assistant Professor and Director  of
Radiology at Mount Sinai Medical Center-Queens Hospital Center Affiliate in
New  York. Dr. Shwarzberg is a graduate of Yeshiva University Undergraduate
School and a graduate of Albert Einstein College of Medicine.

Legal Proceedings
      On  August 2, 1999, a lawsuit was filed in the United States District
Court  for the Southern District of New York, ReadSpeak, Inc. vs Twin Faces
East  Entertainment Corp., case No. 99 Civil 8606. The claim in the  action
pertains to a violation by Twin Faces of the Lanham Act, unfair competition
and  infringement of patent rights. Although the Company consented  to  the
issuance of a temporary restraining order wherein the Company agrees not to
promote  ReadSpeak until further order of the court, the  Company  has  not
conceded  to  the  validity of the claim and intends to  assert  a  counter
claim, contesting the claim of intellectual property rights as asserted  by
ReadSpeak, Inc.

Submission of Matters to Vote to Shareholders

      No  matter  was submitted to a vote of security holders, through  the
solicitation  of  proxies or otherwise, during the  Company's  fiscal  year
ended December 31, 1999.

Properties.
      The  Company  currently subleases 600 square feet of executive  office
space  at  1850 E. Flamingo Rd., Suite 111A, Las Vegas, Nevada 89119,  on  a
month to month basis at a cost of $800 per month starting June 1, 1999.  The
space  is for general administration and is sufficient for the current needs
of  the Company. We anticipate that we will require additional space in  the
future but does not anticipate any difficulty in obtaining such space in its
immediate vicinity at favorable rates.
OFFERING  SHAREHOLDERS

The  following  table  lists the shares of Company  common  stock  held  by
consultants of the Company  proposing to sell their shares, the  percentage
held  by  each, and the shares currently proposed to be reoffered  by  them
pursuant to this Prospectus.

Shareholder          Number of    New Shares   Percent      Percent of
                     Shares       Offered      Before       Total After
                                               Offering     Offering
Gary Bennett           -0-         68,170        -0-         .0188
Adam Abramavich        -0-         68,170        -0-         .0188
Anthony N. DeMint      -0-          5,000        -0-         .0013
Donald J. Stoecklein   -0-         33,660        -0-         .0093
                    --------     --------      -------     ---------
TOTAL                  -0-        175,000        -0-         .0482
PART II

Item 3. Information with Respect to the Company

This  prospectus is accompanied by the Company's Form 10SB, and its  latest
Quarterly  Reports filed subsequent thereto, for quarter ending  March  31,
1999.  These  Annual, Quarterly and Current Reports, as well as  all  other
reports filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of  the  Securities  Exchange  Act  of 1934,  are  hereby  incorporated  by
reference  in this prospectus and may be obtained upon the oral or  written
request of any person to the Company at 1850 E. Flamingo Rd., Suite #111-A,
Las Vegas, Nevada 89119 telephone number (702) 866-5858

Incorporation of Documents by Reference.

The  registrant incorporates the following documents by reference  in  this
Registration Statement:

(a)  The  registrants Annual Report on Form 10SB filed for the  year  ended
     February 18, 1999;
(b)  The  registrants Quarterly Report on Form 10-Q for the quarter  ending
     March 14, 1999.
(c)  The registrants Form 8-K filed June 30, 1999
(d)  The registrants Form 8-K filed July 29, 1999

Item 4. Description of Securities

General
A   description  of  securities  is  incorporated  by  reference  from  the
registrants Registration Statement on Form 10SB, File No. 000-25415.

The Company's authorized capitalization is 20,000,000 shares, consisting of
20,000,000  shares of Common Stock, par value $.0001 per  share,  of  which
3,619,349,  (as of August 10, 1999 there were 3,544,349 shares outstanding)
shares  will  be  issued  and outstanding after  issuance  to  the  selling
shareholders,  and  the additional shares, referred  to  in  the  preceding
section.
Common Stock
      Holders  of Common Stock are entitled to one vote per share  on  each
matter  submitted to vote at any  meeting of shareholders. Shares of Common
Stock  do  not carry cumulative voting rights and therefore, holders  of  a
majority  of the outstanding shares of Common Stock will be able  to  elect
the  entire  board of directors and, if they  do so, minority  shareholders
would  not  be  able  to elect any members to the board of  directors.  The
Company's   board  of  directors  has  authority,  without  action  by  the
Company's  shareholders, to issue all or any portion of the authorized  but
unissued  shares  of  Common  Stock,  which  would  reduce  the  percentage
ownership of the Company  of its shareholders and which may dilute the book
value  of the Common Stock. Shareholders of the Company have no pre-emptive
rights  to acquire additional shares of Common Stock. The Common  Stock  is
not subject to redemption and carries no subscription or conversion rights.
In  the event of liquidation of the Company, the shares of Common Stock are
entitled  to share equally in corporate assets after  satisfaction  of  all
liabilities. Holders of Common Stock are entitled to receive such dividends
as  the  board  of  directors may from time to time declare  out  of  funds
legally  available for the payment of dividends. The Company  has not  paid
dividends  on  its Common Stock and does not anticipate that  it  will  pay
dividends in the foreseeable  future.

Item 5.  Interests of Named Experts and Counsel

     NA

Item 6. Indemnification

     The  Articles  of Incorporation for the Company do contain  provisions
for  indemnification  of the officers and directors; in  addition,  Section
78.751 of the Nevada General Corporation Laws provides as follows:

      78.751  Indemnification of officers, directors, employees and agents;
advance of expenses.
     1.    A corporation may indemnify any person who was or is a party  or
is  threatened to be made a party to any threatened, pending  or  completed
action,  suit  or  proceeding, whether civil, criminal,  administrative  or
investigative,  except an action by or in the right of the corporation,  by
reason of the fact that he is or was a director, officer, employee or agent
of  the corporation, or is or was serving at the request of the corporation
as   a  director,  officer,  employee  or  agent  of  another  corporation,
partnership,  joint venture, trust or other enterprise,  against  expenses,
including  attorney's fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which he reasonably
believed  to be in or not opposed to the best interests of the corporation,
and,  with  respect to any criminal action or proceeding, had no reasonable
cause  to believe his conduct was unlawful.  The termination of any action,
suit  or proceeding by judgment, order, settlement, conviction, or  upon  a
plea  of  nolo contendere or its equivalent, does not, of itself, create  a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation,  and that, with respect to any criminal action or  proceeding,
he had reasonable cause to believe that his conduct was unlawful.
     2.    A corporation may indemnify any person who was or is a party  or
is  threatened to be made a party to any threatened, pending  or  completed
action  or suit by or in the right of the corporation to procure a judgment
in  its  favor by reason of the fact that he is or was a director, officer,
employee  or agent of the corporation, or is or was serving at the  request
of  the  corporation as a director, officer, employee or agent  of  another
corporation, partnership, joint venture, trust or other enterprise  against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of  the  action or suit if he acted in good faith and in a manner which  he
reasonably  believed to be in or not opposed to the best interests  of  the
corporation.   Indemnification may not be made  for  any  claim,  issue  or
matter  as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to  be  liable  to
the  corporation  or  for amounts paid in settlement  to  the  corporation,
unless  and only to the extent that the court in which the action  or  suit
was  brought  or  other  court  of competent jurisdiction  determines  upon
application that in view of all the circumstances of the case,  the  person
is  fairly  and reasonably entitled to indemnity for such expenses  as  the
court deems proper.
3.    To the extent that a director, officer, employee or agent  of  a
corporation  has been successful on the merits or otherwise in  defense  of
any  action, suit or proceeding referred to in subsections 1 and 2,  or  in
defense  of  any claim, issue or matter therein, he must be indemnified  by
the  corporation against expenses, including attorneys' fees, actually  and
reasonably incurred by him in connection with the defense.
     4.    Any indemnification under subsections 1 and 2, unless ordered by
a  court  or  advanced  pursuant to subsection  5,  must  be  made  by  the
corporation  only as authorized in the specific case upon  a  determination
that  indemnification of the director, officer, employee or agent is proper
in the circumstances.  The determination must be made:
     (a)  By the stockholders:
     (b)  By the board of directors by majority vote of a quorum consisting o
       directors who were not parties to act, suit or proceeding;
     (c)  If a majority vote of a quorum consisting of directors who were not
       parties to the act, suit or proceeding so orders, by independent legal
       counsel in a written opinion; or
     (d)  If a quorum consisting of directors who were not parties to the act,
       suit or proceeding cannot to obtained, by independent legal counsel in a
       written opinion; or
     5.   The articles of incorporation, the bylaws or an agreement made by
the  corporation  may provide that the expenses of officers  and  directors
incurred in defending a civil or criminal, suit or proceeding must be  paid
by  the  corporation  as  they are incurred and in  advance  of  the  final
disposition  of  the  action,  suit  or  proceeding,  upon  receipt  of  an
undertaking by or on behalf of the director or officer to repay the  amount
if it is ultimately determined by a court of competent jurisdiction that he
is  not entitled to be indemnified by corporation.  The provisions of  this
subsection  do  not affect any rights to advancement of expenses  to  which
corporate  personnel other than the directors or officers may  be  entitled
under any contract or otherwise by law.
     6.    The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a)  Does  not  exclude  any other rights to which  a  person  seeking
     indemnification or advancement of expenses may be entitled under the
     articles of incorporation or any bylaw, agreement, vote of stockholders or
     disinterested directors or otherwise, for either an action in his official
     capacity or an action in another capacity while holding his office, except
     that indemnification, unless ordered by a court pursuant to subsection 2 or
     for the advancement of expenses made pursuant to subsection 5, may not be
     made to or on behalf of any director or officer if a final adjudication
     establishes that his act or omissions involved intentional misconduct,
     fraud or a knowing violation of the law and was material to the cause of
     action.
(b)  Continues for a person who has ceased to be a director, officer,
     employee or agent and inures to the benefit of the heirs, executors and
     administrators of such a person.

Item 7. Exemption From Registration Claimed.

      All  of the shares were exempt from the registration requirements  of
the  Securities  Act of 1933 as amended by virtue of Section  4(2)  thereof
covering  transactions not involving any public offering or  not  involving
any  "offer" or "sale".

Item 8. Exhibits.

3.1  Articles of Incorporation of registrant(1).
3.2  Bylaws (2).
5    Opinion of Donald J. Stoecklein, Attorney-at-law, regarding  legality
     of shares being issued (3).
10   Consultant Stock Compensation Plan/Consultants Agreements (3).
24   Consent  of Donald J. Stoecklein, Attorney-at-Law, (contained  in  its
     opinion filed as Exhibit 5 to this Registration Statement (3).
 __________________________________________
(1)  Incorporated by reference from the registrants Registration  Statement
     on Form 10SB, File No. 000-25415;
(2)  Incorporated by reference from the registrants Registration  Statement
     on Form 10SB, File No. 000-25415;
(3)  Filed herewith.
Item 9. Undertakings.

The undersigned registrant hereby undertakes:
(1)  To file, during any period in which offers or sales are being made,  a
post-effective amendment to this registration statement:
         (i)   To  include any prospectus required by section 10(a)(3)  of
               the Securities Act of 1933;
         (ii)  To  reflect in the prospectus any facts or  events  arising
               after  the effective date of the registration statement  (or  the
               most recent post-effective amendment thereof) which, individually
               or  in  the  aggregate,  represent a fundamental  change  in  the
               information set forth in the registration statement;
         (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement  or  any  material change to such  information  in  the
               registration  statement,  including  (but  not  limited  to)  any
               addition or election of a managing underwriter.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and  the
offering of such securities offered at that time shall be deemed to be  the
initial bona fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment any
of  the  securities being registered which remain unsold at the termination
of the offering.
      The  undersigned registrant hereby undertakes that, for  purposes  of
determining any liability under the Securities Act of 1933, each filing  of
the  Company's  annual report pursuant to Section 13(a)  or  15(d)  of  the
Securities Exchange Act of 1934 (and, where applicable, each filing  of  an
employee  benefit  plan's annual report pursuant to Section  15(d)  of  the
Securities Exchange Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new registration  statement
referring  to  the  securities offered therein, and the  offering  of  such
securities  at  that  time  shall be deemed to be  the  initial  bona  fide
offering thereof.
       Insofar  as  indemnification  for  liabilities  arising  under   the
Securities  Act  of  1933  may  be permitted  to  directors,  officers  and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise,  the  Company  has  been advised that  in  the  opinion  of  the
Securities  and Exchange Commission such indemnification is against  public
policy  as  expressed in the Act and is, therefore, unenforceable.  In  the
event that a claim for indemnification against such liabilities (other than
the payment by the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person  in
connection  with the securities being registered, the Company will,  unless
in  the  opinion of its counsel that matter has been settled by controlling
precedent,  submit  to  a  court of appropriate jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
SIGNATURES

      Pursuant  to  the  requirements of the Securities Act  of  1933,  the
registrant  certifies that it has reasonable grounds  to  believe  that  it
meets  all  of the requirements for filing on Form S-8 and has duly  caused
this  registration statement to be signed on its behalf by the undersigned,
thereunto  duly authorized, in the City of Las Vegas, State of  Nevada,  on
this 12th day of August, 1999.

TWIN FACES EAST ENTERTAINMENT CORP.

By :/s/ Michael Smolanoff
    ----------------------------------
       Michael Smolanoff, President

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
registration  statement  has been signed by the following  persons  in  the
capacities indicated on August 12, 1999.

   Signature                Title                         Date

/s/ Michael Smolanoff    President, Director           August 12, 1999
---------------------
Michael Smolanoff

/s/ Stan Teeple         Secretary/Treasurer, Director  August 12, 1999
---------------------
Stan Teeple

/s/ Hyman Shwartzberg   Director                       August 12, 1999
--------------------
Hyman Shwartzberg

Bruce Taffer            Director                       August 12, 1999
--------------------
Bruce Taffet
EXHIBIT 5 AND 24
                          Opinion and Consent of
                            Donald J. Stoecklein
ATTORNEY AT LAW
                                                Telephone (702) 794-2590
                                                Facsimile (702) 794-0744
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
--------------------------------------------------------------------------------
1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119

                                        August 12, 1999

Mr. Michael Smolanoff
President
TWIN FACES EAST ENTERTAINMENT CORP.
1850 E. Flamingo Rd., Suite #111-A
Las Vegas, Nevada 89119

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Smolanoff:

You  have  requested our opinion as to the legality of the registration  by
you,  Twin  Faces  East Entertainment Corp. (the "Corporation")  of  up  to
175,000  shares of Common Stock ( the "shares") pursuant to a  Registration
Statement,  dated  August  11,  1999,  on  Form  S-8  (  the  "Registration
Statement") to be filed on August 12, 1999:

As your counsel we have reviewed and examined:

1.   The  Articles  of  Incorporation of the Corporation, as  amended  (the
     "Articles");

2.   The  Bylaws of the Corporation, as certified by the Secretary  of  the
     Corporation;

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

5.   The Corporation's 10SB filed February 18, 1999;

6.   The Corporation's 10-QSB for first quarter 1999;

7.   The Consultant and Employee Stock Compensation Plan; and

8.   Such  other  matters as we have deemed relevant in order to  form  our
     opinion.

In   giving  our  opinion,  we  have  assumed  without  investigation   the
authenticity of any document or instrument submitted to us as an  original,
the  conformity to the original of any document or instrument submitted  to
us  as  a copy, and the genuineness of all signatures on such originals  or
copies.

Based  upon  the  foregoing, and subject to the  qualifications  set  forth
below,  we  are  of  the opinion that the Shares, if  issued  and  sold  as
described  in the Registration Statement (provided that at least par  value
is  paid  for  the  shares): (i)  will have been duly  authorized,  legally
issued, fully paid and nonassessable, (ii) when issued will be a valid  and
binding  obligation of the corporation, and  (iii) do not require a  permit
from any governmental agency.

Our  opinion  is subject to the qualification that no opinion is  expressed
herein as to the application of the state securities or Blue Sky laws.
This  Opinion is furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this opinion nor copies hereof may be  relied  upon  by,
delivered  to, or quoted in whole or in part to any governmental agency  or
other person without our prior written consent.

Notwithstanding the above, we consent to the use of our opinion in  regards
to  the  Request  to Transfer Agent for transfer of the above  referred  to
shares.

                                        Yours Very Truly,

                                        s/Donald J. Stoecklein
                                        Donald J. Stoecklein
EXHIBIT 10
                 CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
AUGUST 1999 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
                    Twin Faces East Entertainment Corp.

                               I.
                      Purpose of the Plan.

The  purpose  of  this Plan is to further the growth  of  Twin  Faces  East
Entertainment Corp.  ("Twin Faces")  by allowing the Company to  compensate
officers,  directors, consultants and certain other persons providing  bona
fide  services  to  the Company, through the award of  Twin  Face's  common
stock.

                              II.
                           Definitions

Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

1. "Award" means any grant of Common Stock made under this Plan.

2. "Board of Directors" means the Board of Directors of Twin Faces.

3. "Code" means the Internal Revenue Code of 1986, as amended.

4.  "Common Stock" means the common stock, par value $ .001 per  share,  of
Twin Faces.

5.  "Date  of  Grant" means the day the Board of Directors  authorizes  the
grant  of  an Award or such later date as may be specified by the Board  of
Directors as the date a particular Award will become effective.

6. "Employee" means any person or entity that renders bona fide services to
the  Company  (including,  without  limitation,  the  following:  a  person
employed by the Company in a key capacity; an officer or director  of  Twin
Faces  or  one  or more Subsidiaries; a person or company  engaged  by  the
Company  as  a consultant; or a lawyer, law firm, accountant or  accounting
firm.

7.  "Subsidiary" means any corporation that is a subsidiary with regard  to
Twin Faces as  that term is defined in Section 424(f) of the Code.

                              III.
                   Effective Date of the Plan

The effective date of this Amended Plan is August 1, 1999.

                              IV.
                   Administration of the Plan

The  Board of Directors will be responsible for the administration of  this
Plan,  and  will  grant  Awards under this Plan.  Subject  to  the  express
provisions  of this Plan, the Board of Directors shall have full  authority
and  sole  and  absolute discretion to interpret this Plan,  to  prescribe,
amend  and  rescind rules and regulations relating to it, and to  make  all
other  determinations  which it believes to be necessary  or  advisable  in
administering  this Plan. The determinations of the Board of  Directors  on
the  matters referred to in this Section shall be conclusive. The Board  of
Directors shall have sole and absolute discretion to amend this  Plan.   No
member of the Board of Directors shall be liable for any act or omission in
connection with the administration of this Plan unless it resulted from the
member's willful misconduct.
V.
                   Stock Subject to the Plan

The  maximum  number of shares of Common Stock as to which  Awards  may  be
granted under this Plan as of this date and subject to subsequent amendment
is  175,000 shares. The Common Stock which is issued on grant of awards may
be  authorized  but unissued shares or shares which have  been  issued  and
reacquired  by Twin Faces. The Board of Directors may increase the  maximum
number of shares of Common Stock as to which Awards may be granted at  such
time as it deems advisable.

                              VI.
               Persons Eligible to Receive Awards

Awards may be granted only to Employees, or Consultants of the Company,  in
their individual capacity only.

                                   VII.
                        Grants of Awards

Except  as  otherwise  provided herein, the Board of Directors  shall  have
complete discretion to determine when and to which Employees or Consultants
Awards  are to be granted, and the number of shares of Common Stock  as  to
which  awards granted to each Employee or consultant will relate. No  grant
will  be  made if, in the judgment of the Board of Directors, such a  grant
would constitute a public distribution within the meaning of the Securities
Act   of  1933,  as  amended  (the  "Act"),or  the  rules  and  regulations
promulgated thereunder.

                                   VIII.
                 Delivery of Stock Certificates

As  promptly  as practicable after authorizing the grant of an  Award  Twin
Faces  shall  deliver to the person who is the recipient of  the  Award,  a
certificate  or certificates registered in that person's name, representing
the number of shares of  Common Stock that were granted.

                              IX.
                           Employment

Nothing  in  this  Plan or in the grant of an Award shall confer  upon  any
Employee  or consultant the right to continue in the employ of the  Company
nor  shall  it  interfere with or  restrict in any way the  rights  of  the
Company  to  discharge any employee at any time for any  reason whatsoever,
with or without cause.

                               X.
                      Laws and Regulations

The obligation of Twin Faces to sell and deliver shares of Common Stock  on
the  grant  of  an Award under this Plan shall be subject to the  condition
that counsel for Twin Faces be satisfied that the sale and delivery thereof
will  not  violate  the  Act  or  any  other  applicable  laws,  rules   or
regulations.

                              XI.
                      Withholding of Taxes

If  subject to withholding tax, the Company shall be authorized to withhold
from an Employer's salary or other cash compensation such sums of money  as
are  necessary to pay the Employee's withholding tax. The Company may elect
to  withhold from the shares to be issued hereunder a sufficient number  of
shares  to  satisfy the Company's withholding obligations. If  the  Company
becomes  required  to pay withholding tax to any federal,  state  or  other
taxing  authority as a result of the granting of an Award and the  Employee
fails  to  provide  the  Company with the funds  with  which  to  pay  that
withholding  tax,  the Company may withhold up to 50% of  each  payment  of
salary  or  bonus to the Employee (which will be in addition to  any  other
required  or permitted withholding), until the Company has been  reimbursed
for the entire withholding tax it was required to pay.

                             XII.
                     Reservation of Shares

Twin Faces shall at all times keep reserved for issuance on grant of awards
under this Plan a number of authorized but unissued or reacquired shares of
Common  Stock  equal to the  maximum number of shares  Twin  Faces  may  be
required to be issued on the grant of Awards under  this Plan.

                             XII.
                    Termination of the Plan

The  Board of Directors may suspend or terminate this Plan at any  time  or
from time to time, but no such action shall adversely affect the rights  of
a person granted an Award under  this Plan prior to that date.

                             XIV.
                        Delivery of Plan

A Copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing
the  granting  of  the  Award  and  establishing  the  terms,  if  any,  of
participation.

No dealer, salesman, or any other person has been authorized by the Company
to  give  any information or to make any representations other  than  those
contained  in this Prospectus in connection with the offering made  hereby,
and  if  given  or made, such information or representations  must  not  be
relied  upon. This Prospectus does not constitute an offer to sell  or  the
solicitation  of  an  offer  to  buy  any  securities  other   than   those
specifically  offered hereby or an offer to sell, or a solicitation  of  an
offer to buy, to any person in any jurisdiction in which such offer or sale
would  be  unlawful. Neither the delivery of this Prospectus nor  any  sale
made  hereunder  shall under any circumstances create any implication  that
there  has  been no change in the affairs of the Company since any  of  the
dates  as  of  which information is furnished or since  the  date  of  this
Prospectus.
EXHIBIT 10-A

                      CONSULTANT AGREEMENT

      This  Consultant Agreement is effective as of July 23,  1999  by  and
between  Twin  Faces  East  Entertainment Corporation  ("TFAC"),  and  Gary
Bernett, ("Consultant").

                            Recitals

      WHEREAS,  Consultant  has been working with TFAC  without  a  written
Consultant Agreement up to the date of this Agreement. Consultant and  TFAC
have agreed to finalize the terms of Consultant's employment with TFAC  and
reduce those terms to writing in this Agreement.

      WHEREAS,  Consultant has acquired outstanding and special skills  and
abilities  and an extensive background in and knowledge of TFAC's  business
and the industry in which it is engaged.

      WHEREAS,  TFAC  desires  assurance of the continued  association  and
services  of  Consultant  in  order  to  retain  his  experience,   skills,
abilities,  background, and knowledge, and is therefore willing  to  engage
his services on the terms and conditions set forth below.

      WHEREAS,  Consultant desires to continue consulting for TFAC  and  is
willing to do so on those terms and conditions set forth herein.

      NOW  THEREFORE, in consideration of the above recitals and the mutual
promises  and  conditions in this Agreement, and other  good  and  valuable
considerations,   the  receipt  and  sufficiency   of   which   is   hereby
acknowledged, the parties agree as follows:

     1. CONSULTANT. TFAC shall contract with Consultant in such capacity or
capacities TFAC's Board of Directors may from time to time prescribe and as
is acceptable to Consultant.

      2.  CONSULTANT'S  DUTIES.  Consultant shall  act  as  a  writing  and
intellectual  property consultant for the continued development  of  TFAC's
intended  plan of operation, including but not limited to, writing extended
scripts  for  TFAC's  Rabbit Journal TV series and expanding  TFAC's  child
based products and services.

      3.  DEVOTION  OF  TIME. During the period of his agreement  hereunder
Consultant shall devote such of his business time, interest attention,  and
effort  to  the  faithful performance of his duties hereunder,  as  may  be
reasonably necessary and convenient to Consultant to the accomplishment and
fulfillment of those duties.  It being understood by and between  TFAC  and
Consultant  that  Consultant shall not be restricted in his  activities  in
other business.  TFAC acknowledges, understands, and agrees that Consultant
may  be  providing  services to other related businesses.  Royal  Products,
Inc.,  Desert Health Products, Inc., Aloe Vera Development Corp.,  and  Jon
Dar Corp., Inc.

      4.  NON  COMPETITION DURING TERM OF CONSULTANT. During the  agreement
term, Consultant shall not be restricted in functioning in the capacity  of
either an employee, consultant, or agent for other entities.
5.  TERM OF AGREEMENT. Subject to earlier termination as provided  in
this Agreement, Consultant shall be employed for a term beginning August 1,
1999,  and ending January 1, 2000.  This agreement may be extended  by  and
between the parties upon written modification hereof.

      6.  LOCATION  OF  CONSULTANT. Unless the parties agree  otherwise  in
writing, during the agreement term Consultant shall perform the services he
is  required to perform under this Agreement from Consultant's own offices;
provided,  however, that TFAC may from time to time request  Consultant  to
travel   temporarily  to  other  locations  on  TFAC's  business,  to   the
convenience of Consultant.

      7.  COMPENSATION. TFAC For all services rendered by Consultant in any
capacity  during  the  term of this Agreement, TFAC  shall  pay  Consultant
$85,000  in  cash  compensation within 30 days of  the  execution  of  this
Agreement.

           7.1 Stock Payment.  If for any reason TFAC cannot pay Consultant
in  cash, TFAC may pay Consultant with shares of Common Stock.  Such Shares
will have to be registered with the Securities and Exchange Commission  via
Form  S-8, or other applicable Form of registration, prior to the  delivery
of  the Common Stock to the Consultant.  The amount of such shares received
will  be calculated by taking the five (5) day average closing bid and  ask
price,  as quoted on the OTCBB, and dividing it by the compensation due  to
Consultant.

           7.2  Commissions.  TFAC agrees to pay Consultant a fee equal  to
three percent (3%) of all assets or intellectual property acquired by  TFAC
as  the result of Consultant's efforts.  The payment calculated pursuant to
this  subparagraph shall be due and payable concurrent with the closing  of
the  escrow,  or transfer of title as relates to such assets, or  upon  the
generation of revenues from any intellectual property acquired or developed
by Consultant.

      8.  BENEFITS.  During  the agreement term, Consultant  shall  not  be
entitled to any TFAC company benefits unless agreed to in writing.

      9.  EXPENSE  REIMBURSEMENT.  During the agreement  term,  TFAC  shall
reimburse  Consultant  for reasonable out-of-pocket  expenses  incurred  in
connection  with  TFAC's  business, including travel  expenses,  food,  and
lodging when away from home, subject to such policies as TFAC may from time
to time reasonably establish for its employees, and/or consultants.

       10.  INTELLECTUAL  PROPERTY.  All  processes,  inventions,  patents,
copyrights,  trademarks, and other intangible rights ("Intangible  Rights")
that  are  conceived or developed by Consultant, at the written request  of
TFAC either alone or with others, during the term of Consultant's agreement
shall  be  the sole property of TFAC, but will be subject to the commission
structure of Section 7.2 hereof.  All other Intangible Rights shall be  the
sole property of Consultant.

      11.  INDEMNIFICATION OF CONSULTANT. TFAC shall, to the maximum extent
permitted  by law, indemnify and hold Consultant harmless against expenses,
including  reasonable  attorney's fees judgements, fines,  settlement,  and
other  amounts  actually  and reasonably incurred in  connection  with  any
proceeding  arising  by  reason  of, or in  connection  with,  Consultant's
agreement  by TFAC.  TFAC shall advance to Consultant any expense  incurred
in defending such proceeding to the maximum extent permitted by law.
12.  LIABILITY  INSURANCE. TFAC shall purchase and maintain  adequate
general liability insurance.

      13.  TERMINATION  BY TFAC. TFAC may terminate this Agreement  at  any
time,  if  termination is "For Cause", as hereinafter defined. "For  Cause"
shall  mean  TFAC's  termination of Consultant due to  an  adjudication  of
Consultant's fraud, theft, dishonesty to TFAC regarding Consultant's duties
or  material  breach of this Agreement, if Consultant fails  to  cure  such
breach  within ninety (90) days after written notice is given by the  Board
of  Directors to Consultant and Consultant fails with ninety (90)  days  of
such notification to commence such cure and thereafter diligently prosecute
such cure to completion. TFAC may terminate this Agreement with ninety (90)
days  written notice, in the event Consultant fails to perform Consultant's
obligations pursuant the terms and conditions as set forth herein.  In  the
event  of any termination, not for cause, Consultant shall receive at least
3  months  notice  thereof,  and  shall  receive,  during  such  time,  all
compensation  provided for herein, including payments  of  Commissions,  if
any, as set forth in paragraph 7.

     14. TERMINATION BY CONSULTANT. Consultant may terminate this Agreement
by  giving  TFAC thirty (30) day's prior written notice of resignation.  In
such  event,  Consultant  shall receive all compensation  provided  herein,
including payments of commissions, if any, through the date of termination.

     15. DEATH OF CONSULTANT. If Consultant dies during the initial term or
during  any  renewal  term  of  this Agreement,  this  Agreement  shall  be
terminated  on the last day of the calendar month of his death. TFAC  shall
then  pay to Consultant's estate any compensation accrued but unpaid as  of
the last day of the calendar month in which Consultant dies.

      16.  AGREEMENT ON BUSINESS COMBINATION OR DISSOLUTION. This Agreement
shall  not be terminated by TFAC's voluntary or involuntary dissolution  or
by  any merger in which TFAC is not the surviving or resulting corporation,
or  on  any transfer of all or substantially all of TFAC's assets.  In  the
event  any  such  merger  or transfer of assets,  the  provisions  of  this
Agreement  shall  be binding on and inure to the benefit of  the  surviving
business  entity  or  the business entity to which  such  assets  shall  be
transferred.

     17. TRADE SECRETS AND CONFIDENTIAL INFORMATION:

           17.1  Nondisclosure. Without the prior written consent of  TFAC,
Consultant shall not, at any time, either during or after the term of  this
Agreement, directly or indirectly, divulge or disclose to any person, firm,
association, or corporation, or use for Consultant's own benefit, gain,  or
otherwise, any customer lists, plans, products, data, results of tests  and
data,  or  any  other  trade  secrets or  confidential  materials  or  like
information (collectively referred to as the "Confidential Information") of
TFAC  and/or  its  Affiliates,  as  hereinafter  defined,  provided  to  or
communicated to Consultant by TFAC, it being the intent of TFAC, with which
intent  Consultant hereby agrees, to restrict Consultant from disseminating
or  using any like information that is unpublished or not readily available
to the general public.
17.1.1  Definition  of  Affiliate.  For  purposes  of  this
Agreement, the term "Affiliate" shall mean any entity, individual, firm, or
corporation,  directly or indirectly, through one or  more  intermediaries,
controlling, controlled by, or under common control with TFAC.

                17.1.2  Consultant's Work Product. Aside from  Consultant's
work  for  TFAC,  Consultant invents, designs, writes and develops  various
story lines, scripts and other products, which shall be the work product of
Consultant.  TFAC shall not, at any time, either during or after  the  term
of  this  Agreement,  directly or indirectly, divulge or  disclose  to  any
person,  firm, association, or corporation, or use for TFAC's own  benefit,
gain,  or otherwise, any customer lists, plans, products, data, results  of
tests  and  data, or any other trade secrets or confidential  materials  or
like   information   (collectively  referred  to   as   the   "Confidential
Information") of Consultant and/or its Affiliates, as hereinafter  defined,
it being the intent of Consultant, with which intent TFAC hereby agrees, to
restrict  TFAC  from  disseminating or using any like information  that  is
unpublished or not readily available to the general public.

           17.2 Return of Property. Upon the termination of this Agreement,
Consultant, or TFAC, respectively, shall deliver to TFAC, or Consultant, as
applicable,   all  lists,  books,  records,  data,  and  other  information
(including  all  copies thereof in whatever form or media)  of  every  kind
relating  to  or connected with TFAC or Consultant or their Affiliates  and
their activities, business and customers, which information or material was
initially acquired by TFAC, or Consultant respectively. Consultant  and  or
TFAC  respectively, shall be allowed to retain any and all  information  on
products,  lists,  books,  records, data, or  other  information  initially
produced by Consultant or TFAC respectively and provided to the other.

           17.3  Notice of Compelled Disclosure. If, at any time,  a  party
hereof becomes legally compelled (by deposition, interrogatory, request for
documents,  subpoena,  civil investigative demand, or  similar  process  or
otherwise)  to  disclose  any of the Confidential Information,  such  party
shall  provide  the other party with prompt, prior written notice  of  such
requirement  so that the other party may seek a protective order  or  other
appropriate  remedy  and/or  waive  compliance  with  the  terms  of   this
Agreement. In the event that such protective order or other remedy  is  not
obtained,  that  the  other  party waives compliance  with  the  provisions
hereof,  each  agrees  to  furnish only that portion  of  the  Confidential
Information  which such party is advised by written opinion of  counsel  is
legally required and exercise such party's best efforts to obtain assurance
that confidential treatment will be accorded such Confidential Information.
In  any  event, the compelled party shall not oppose action  by  the  other
party to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded the Confidential Information.

     18. VIOLATION OF COVENANTS:

           18.1 Injunctive Relief. Each party acknowledges and agrees; that
violation  of  any  of  the  covenants or  Agreements  hereof  would  cause
irreparable  injury  to the other party, that the remedy  at  law  for  any
violation  or threatened violation thereof would be inadequate;  and  that,
therefore,  the  other party shall be entitled to temporary  and  permanent
injunctive or other equitable relief.
18.2  Consultant  and TFAC recognize that the  laws  and  public
policies  of the various states of the United States may differ as  to  the
validity and enforceability of certain of the provisions contained in  this
section. It is the intention of Consultant and TFAC that the provisions  of
this section shall be enforced to the fullest extent permissible under  the
laws and public policies of each jurisdiction in which such enforcement  is
sought,  but  that the invalidation (or modification to conform  with  such
laws  or  public  policies)  of  any  provision  hereof  shall  not  render
unenforceable or impair the remainder of this section. Accordingly, if  any
provision   of  this  section  shall  be  determined  to  be   invalid   or
unenforceable, either in whole or in part this section shall be  deemed  to
delete  or  modify, as necessary, the offending provision and to alter  the
balance of this section in order to render it valid and enforceable to  the
fullest extent permissible as provided herein.

     19. MISCELLANEOUS:

           19.1  Authority to Execute.  The parties herein  represent  that
they have the authority to execute this Agreement.

            19.2  Severability.   If  any  term,  provision,  covenant,  or
condition of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the rest of this Agreement shall remain
in full force and effect.

           19.3 Successors.    This Agreement shall be binding on and inure
to  the  benefit  of  the  respective  successors,  assigns,  and  personal
representatives  of  the  parties, except to the  extent  of  any  contrary
provision in this Agreement.

           19.4 Assignment.    This Agreement may not be assigned by either
party without the written consent of the other party.

           19.5 Singular, Plural and Gender Interpretation.  Whenever  used
herein, the singular number shall include the plural, and the plural number
shall  include the singular. Also, as used herein, the masculine,  feminine
or  neuter  gender shall each include the others whenever  the  context  so
indicates.

           19.6  Captions. The subject headings of the paragraphs  of  this
Agreement  are  included for purposes of convenience only,  and  shall  not
effect the construction or interpretation of any of its provisions.

           19.7  Entire  Agreement.   This Agreement  contains  the  entire
agreement of the parties relating to the rights granted and the obligations
assumed  in  this  instrument and supersedes  any  oral  or  prior  written
agreements  between the parties. Any oral representations or  modifications
concerning this instrument shall be of no force or effect unless  contained
in a subsequent written modification signed by the party to be charged.

           19.8  Arbitration.  Any controversy or claim arising out of,  or
relating  to, this Agreement, or the making, performance, or interpretation
thereof,  shall  be  submitted to a panel of  three  (3)  arbitrators.  The
arbitration  shall  comply with and be governed by the  provisions  of  the
American  Arbitration  Association.  The  panel  of  arbitrators  shall  be
composed of two (2) members chosen by Consultant and TFAC respectively  and
one  (1) member chosen by the arbitrators previously selected. The findings
of  such arbitrators shall be conclusive and binding on the parties hereto.
The  cost  of  arbitration shall be borne by the losing party  or  in  such
proportions as the arbitrator shall conclusively decide.

           19.9  No  Waiver.  No failure by either Consultant  or  TFAC  to
insist upon the strict performance by the other of any covenant, agreement,
term  or  condition of this Agreement or to exercise the  right  or  remedy
consequent  upon  a breach thereof shall constitute a waiver  of  any  such
breach or of any such covenant, agreement, term or condition. No waiver  of
any  breach  shall  affect  or alter this Agreement,  but  each  and  every
covenant, condition, agreement and term of this Agreement shall continue in
full force and effect with respect to any other then existing or subsequent
breach.

           19.10      Time of the Essence.  Time is of the essence of  this
Agreement, and each provision hereof.

           19.11      Counterparts.  The parties may execute this Agreement
in  two  (2) or more counterparts, which shall, in the aggregate, be signed
by  both  parties,  and  each  counterpart  shall  be  deemed  an  original
instrument as to each party who has signed by it.

           19.12     Attorney's Fees and Costs.  In the event that suit  be
brought  hereon,  or  an attorney be employed or expenses  be  incurred  to
compel  performance the parties agree that the prevailing party therein  be
entitled to reasonable attorney's fees.

           19.13      Governing  Law.   The  formation,  construction,  and
performance  of  this Agreement shall be construed in accordance  with  the
laws of Nevada.

            19.14      Notice.   Any  notice,  request,  demand  or   other
communication required or permitted hereunder or required by law  shall  be
in  writing and shall be effective upon delivery of the same in  person  to
the  intended  addressee, or upon deposit of the  same  with  an  overnight
courier  service  (such as Federal Express) for delivery  to  the  intended
addressee at its address shown herein, or upon deposit of the same  in  the
United  States mail, postage prepaid, certified or registered mail,  return
receipt  requested,  sent to the intended addressee at  its  address  shown
herein.  The  address  of any party to this Agreement  may  be  changed  by
written  notice  of  such  other address given in accordance  herewith  and
actually received by the other parties at least ten (10) days in advance of
the date upon which such change of address shall be effective.
IN  WITNESS WHEREOF, the parties have entered into this Agreement  on
the date first above written.

CONSULTANT:

DATE: 7/23/99

By: /s/ Gary Bernett
     Gary Bernett

TWIN FACES EAST ENTERTAINMENT CORPORATION

DATE: 7/23/99

By: /s/ Stanley Teeple
     Stanley Teeple
EXHIBIT 10-B

                      CONSULTANT AGREEMENT

      This  Consultant Agreement is effective as of July 23,  1999  by  and
between  Twin  Faces  East  Entertainment Corporation  ("TFAC"),  and  Adam
Abramavitch, ("Consultant").

                            Recitals

      WHEREAS,  Consultant has outstanding and special skills and abilities
and  an  extensive background in and knowledge of TFAC's business  and  the
industry in which it is engaged.

      WHEREAS,  TFAC desires assurance of the association and  services  of
Consultant   in   order  to  retain  his  experience,  skills,   abilities,
background, and knowledge, and is therefore willing to engage his  services
on the terms and conditions set forth below.

      WHEREAS,  Consultant  desires to begin consulting  for  TFAC  and  is
willing to do so on those terms and conditions set forth herein.

      NOW  THEREFORE, in consideration of the above recitals and the mutual
promises  and  conditions in this Agreement, and other  good  and  valuable
considerations,   the  receipt  and  sufficiency   of   which   is   hereby
acknowledged, the parties agree as follows:

     1. CONSULTANT. TFAC shall contract with Consultant in such capacity or
capacities TFAC's Board of Directors may from time to time prescribe and as
is acceptable to Consultant.

     2. CONSULTANT'S DUTIES. Consultant shall act as a marketing consultant
to  evaluate  and  advise TFAC on its proposed plan  of  operation  in  the
marketing  of child based programming.  In addition, Consultant  shall  use
its  best  efforts towards the discovery of exclusive products  or  scripts
relating the TFAC's industry and assist in the blending of such products or
scripts into TFAC.

      3.  DEVOTION  OF  TIME. During the period of his agreement  hereunder
Consultant shall devote such of his business time, interest attention,  and
effort  to  the  faithful performance of his duties hereunder,  as  may  be
reasonably necessary and convenient to Consultant to the accomplishment and
fulfillment of those duties.  It being understood by and between  TFAC  and
Consultant  that  Consultant shall not be restricted in his  activities  in
other business.  TFAC acknowledges, understands, and agrees that Consultant
may  be  providing  services to other related businesses.  Royal  Products,
Inc.,  Desert Health Products, Inc., Aloe Vera Development Corp.,  and  Jon
Dar Corp., Inc.

      4.  NON  COMPETITION DURING TERM OF CONSULTANT. During the  agreement
term, Consultant shall not be restricted in functioning in the capacity  of
either an employee, consultant, or agent for other entities.

      5.  TERM OF AGREEMENT. Subject to earlier termination as provided  in
this Agreement, Consultant shall be employed for a term beginning August 1,
1999,  and ending February 1, 2000.  This agreement may be extended by  and
between the parties upon written modification hereof.
6.  LOCATION  OF  CONSULTANT. Unless the parties agree  otherwise  in
writing, during the agreement term Consultant shall perform the services he
is  required to perform under this Agreement from Consultant's own offices;
provided,  however, that TFAC may from time to time request  Consultant  to
travel   temporarily  to  other  locations  on  TFAC's  business,  to   the
convenience of Consultant.

      7.  COMPENSATION. TFAC For all services rendered by Consultant in any
capacity  during  the  term of this Agreement, TFAC  shall  pay  Consultant
$85,000  in  cash  compensation within 30 days of  the  execution  of  this
Agreement.

           7.1 Stock Payment.  If for any reason TFAC cannot pay Consultant
in  cash, TFAC may pay Consultant with shares of Common Stock.  Such Shares
will have to be registered with the Securities and Exchange Commission  via
Form  S-8, or other applicable Form of registration, prior to the  delivery
of  the Common Stock to the Consultant.  The amount of such shares received
will  be calculated by taking the five (5) day average closing bid and  ask
price,  as quoted on the OTCBB, and dividing it by the compensation due  to
Consultant.

           7.2  Commissions.  TFAC agrees to pay Consultant a fee equal  to
four  percent (4%) of all assets or intellectual property acquired by  TFAC
as  the result of Consultant's efforts.  The payment calculated pursuant to
this  subparagraph shall be due and payable concurrent with the closing  of
the  escrow,  or transfer of title as relates to such assets, or  upon  the
generation of revenues from any intellectual property acquired or developed
by Consultant.

      8.  BENEFITS.  During  the agreement term, Consultant  shall  not  be
entitled to any TFAC company benefits unless agreed to in writing.

      9.  EXPENSE  REIMBURSEMENT.  During the agreement  term,  TFAC  shall
reimburse  Consultant  for reasonable out-of-pocket  expenses  incurred  in
connection  with  TFAC's  business, including travel  expenses,  food,  and
lodging when away from home, subject to such policies as TFAC may from time
to time reasonably establish for its employees, and/or consultants.

       10.  INTELLECTUAL  PROPERTY.  All  processes,  inventions,  patents,
copyrights,  trademarks, and other intangible rights ("Intangible  Rights")
that  are  conceived or developed by Consultant, at the written request  of
TFAC either alone or with others, during the term of Consultant's agreement
shall  be  the sole property of TFAC, but will be subject to the commission
structure of Section 7.2 hereof.  All other Intangible Rights shall be  the
sole property of Consultant.

      11.  INDEMNIFICATION OF CONSULTANT. TFAC shall, to the maximum extent
permitted  by law, indemnify and hold Consultant harmless against expenses,
including  reasonable  attorney's fees judgements, fines,  settlement,  and
other  amounts  actually  and reasonably incurred in  connection  with  any
proceeding  arising  by  reason  of, or in  connection  with,  Consultant's
agreement  by TFAC.  TFAC shall advance to Consultant any expense  incurred
in defending such proceeding to the maximum extent permitted by law.
12.  LIABILITY  INSURANCE. TFAC shall purchase and maintain  adequate
general liability insurance.

      13.  TERMINATION  BY TFAC. TFAC may terminate this Agreement  at  any
time,  if  termination is "For Cause", as hereinafter defined. "For  Cause"
shall  mean  TFAC's  termination of Consultant due to  an  adjudication  of
Consultant's fraud, theft, dishonesty to TFAC regarding Consultant's duties
or  material  breach of this Agreement, if Consultant fails  to  cure  such
breach  within ninety (90) days after written notice is given by the  Board
of  Directors to Consultant and Consultant fails with ninety (90)  days  of
such notification to commence such cure and thereafter diligently prosecute
such cure to completion. TFAC may terminate this Agreement with ninety (90)
days  written notice, in the event Consultant fails to perform Consultant's
obligations pursuant the terms and conditions as set forth herein.  In  the
event  of any termination, not for cause, Consultant shall receive at least
3  months  notice  thereof,  and  shall  receive,  during  such  time,  all
compensation  provided for herein, including payments  of  Commissions,  if
any, as set forth in paragraph 7.

     14. TERMINATION BY CONSULTANT. Consultant may terminate this Agreement
by  giving  TFAC thirty (30) day's prior written notice of resignation.  In
such  event,  Consultant  shall receive all compensation  provided  herein,
including payments of commissions, if any, through the date of termination.

     15. DEATH OF CONSULTANT. If Consultant dies during the initial term or
during  any  renewal  term  of  this Agreement,  this  Agreement  shall  be
terminated  on the last day of the calendar month of his death. TFAC  shall
then  pay to Consultant's estate any compensation accrued but unpaid as  of
the last day of the calendar month in which Consultant dies.

      16.  AGREEMENT ON BUSINESS COMBINATION OR DISSOLUTION. This Agreement
shall  not be terminated by TFAC's voluntary or involuntary dissolution  or
by  any merger in which TFAC is not the surviving or resulting corporation,
or  on  any transfer of all or substantially all of TFAC's assets.  In  the
event  any  such  merger  or transfer of assets,  the  provisions  of  this
Agreement  shall  be binding on and inure to the benefit of  the  surviving
business  entity  or  the business entity to which  such  assets  shall  be
transferred.

     17. TRADE SECRETS AND CONFIDENTIAL INFORMATION:

           17.1  Nondisclosure. Without the prior written consent of  TFAC,
Consultant shall not, at any time, either during or after the term of  this
Agreement, directly or indirectly, divulge or disclose to any person, firm,
association, or corporation, or use for Consultant's own benefit, gain,  or
otherwise, any customer lists, plans, products, data, results of tests  and
data,  or  any  other  trade  secrets or  confidential  materials  or  like
information (collectively referred to as the "Confidential Information") of
TFAC  and/or  its  Affiliates,  as  hereinafter  defined,  provided  to  or
communicated to Consultant by TFAC, it being the intent of TFAC, with which
intent  Consultant hereby agrees, to restrict Consultant from disseminating
or  using any like information that is unpublished or not readily available
to the general public.
17.1.1  Definition  of  Affiliate.  For  purposes  of  this
Agreement, the term "Affiliate" shall mean any entity, individual, firm, or
corporation,  directly or indirectly, through one or  more  intermediaries,
controlling, controlled by, or under common control with TFAC.

                17.1.2  Consultant's Work Product. Aside from  Consultant's
work  for  TFAC,  Consultant invents, designs, writes and develops  various
story lines, scripts and other products, which shall be the work product of
Consultant.  TFAC shall not, at any time, either during or after  the  term
of  this  Agreement,  directly or indirectly, divulge or  disclose  to  any
person,  firm, association, or corporation, or use for TFAC's own  benefit,
gain,  or otherwise, any customer lists, plans, products, data, results  of
tests  and  data, or any other trade secrets or confidential  materials  or
like   information   (collectively  referred  to   as   the   "Confidential
Information") of Consultant and/or its Affiliates, as hereinafter  defined,
it being the intent of Consultant, with which intent TFAC hereby agrees, to
restrict  TFAC  from  disseminating or using any like information  that  is
unpublished or not readily available to the general public.

           17.2 Return of Property. Upon the termination of this Agreement,
Consultant, or TFAC, respectively, shall deliver to TFAC, or Consultant, as
applicable,   all  lists,  books,  records,  data,  and  other  information
(including  all  copies thereof in whatever form or media)  of  every  kind
relating  to  or connected with TFAC or Consultant or their Affiliates  and
their activities, business and customers, which information or material was
initially acquired by TFAC, or Consultant respectively. Consultant  and  or
TFAC  respectively, shall be allowed to retain any and all  information  on
products,  lists,  books,  records, data, or  other  information  initially
produced by Consultant or TFAC respectively and provided to the other.

           17.3  Notice of Compelled Disclosure. If, at any time,  a  party
hereof becomes legally compelled (by deposition, interrogatory, request for
documents,  subpoena,  civil investigative demand, or  similar  process  or
otherwise)  to  disclose  any of the Confidential Information,  such  party
shall  provide  the other party with prompt, prior written notice  of  such
requirement  so that the other party may seek a protective order  or  other
appropriate  remedy  and/or  waive  compliance  with  the  terms  of   this
Agreement. In the event that such protective order or other remedy  is  not
obtained,  that  the  other  party waives compliance  with  the  provisions
hereof,  each  agrees  to  furnish only that portion  of  the  Confidential
Information  which such party is advised by written opinion of  counsel  is
legally required and exercise such party's best efforts to obtain assurance
that confidential treatment will be accorded such Confidential Information.
In  any  event, the compelled party shall not oppose action  by  the  other
party to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded the Confidential Information.

     18. VIOLATION OF COVENANTS:

           18.1 Injunctive Relief. Each party acknowledges and agrees; that
violation  of  any  of  the  covenants or  Agreements  hereof  would  cause
irreparable  injury  to the other party, that the remedy  at  law  for  any
violation  or threatened violation thereof would be inadequate;  and  that,
therefore,  the  other party shall be entitled to temporary  and  permanent
injunctive or other equitable relief.
18.2  Consultant  and TFAC recognize that the  laws  and  public
policies  of the various states of the United States may differ as  to  the
validity and enforceability of certain of the provisions contained in  this
section. It is the intention of Consultant and TFAC that the provisions  of
this section shall be enforced to the fullest extent permissible under  the
laws and public policies of each jurisdiction in which such enforcement  is
sought,  but  that the invalidation (or modification to conform  with  such
laws  or  public  policies)  of  any  provision  hereof  shall  not  render
unenforceable or impair the remainder of this section. Accordingly, if  any
provision   of  this  section  shall  be  determined  to  be   invalid   or
unenforceable, either in whole or in part this section shall be  deemed  to
delete  or  modify, as necessary, the offending provision and to alter  the
balance of this section in order to render it valid and enforceable to  the
fullest extent permissible as provided herein.

     19. MISCELLANEOUS:

           19.1  Authority to Execute.  The parties herein  represent  that
they have the authority to execute this Agreement.

            19.2  Severability.   If  any  term,  provision,  covenant,  or
condition of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the rest of this Agreement shall remain
in full force and effect.

           19.3 Successors.    This Agreement shall be binding on and inure
to  the  benefit  of  the  respective  successors,  assigns,  and  personal
representatives  of  the  parties, except to the  extent  of  any  contrary
provision in this Agreement.

           19.4 Assignment.    This Agreement may not be assigned by either
party without the written consent of the other party.

           19.5 Singular, Plural and Gender Interpretation.  Whenever  used
herein, the singular number shall include the plural, and the plural number
shall  include the singular. Also, as used herein, the masculine,  feminine
or  neuter  gender shall each include the others whenever  the  context  so
indicates.

           19.6  Captions. The subject headings of the paragraphs  of  this
Agreement  are  included for purposes of convenience only,  and  shall  not
effect the construction or interpretation of any of its provisions.

           19.7  Entire  Agreement.   This Agreement  contains  the  entire
agreement of the parties relating to the rights granted and the obligations
assumed  in  this  instrument and supersedes  any  oral  or  prior  written
agreements  between the parties. Any oral representations or  modifications
concerning this instrument shall be of no force or effect unless  contained
in a subsequent written modification signed by the party to be charged.

           19.8  Arbitration.  Any controversy or claim arising out of,  or
relating  to, this Agreement, or the making, performance, or interpretation
thereof,  shall  be  submitted to a panel of  three  (3)  arbitrators.  The
arbitration  shall  comply with and be governed by the  provisions  of  the
American  Arbitration  Association.  The  panel  of  arbitrators  shall  be
composed of two (2) members chosen by Consultant and TFAC respectively  and
one  (1) member chosen by the arbitrators previously selected. The findings
of  such arbitrators shall be conclusive and binding on the parties hereto.
The  cost  of  arbitration shall be borne by the losing party  or  in  such
proportions as the arbitrator shall conclusively decide.

           19.9  No  Waiver.  No failure by either Consultant  or  TFAC  to
insist upon the strict performance by the other of any covenant, agreement,
term  or  condition of this Agreement or to exercise the  right  or  remedy
consequent  upon  a breach thereof shall constitute a waiver  of  any  such
breach or of any such covenant, agreement, term or condition. No waiver  of
any  breach  shall  affect  or alter this Agreement,  but  each  and  every
covenant, condition, agreement and term of this Agreement shall continue in
full force and effect with respect to any other then existing or subsequent
breach.

           19.10      Time of the Essence.  Time is of the essence of  this
Agreement, and each provision hereof.

           19.11      Counterparts.  The parties may execute this Agreement
in  two  (2) or more counterparts, which shall, in the aggregate, be signed
by  both  parties,  and  each  counterpart  shall  be  deemed  an  original
instrument as to each party who has signed by it.

           19.12     Attorney's Fees and Costs.  In the event that suit  be
brought  hereon,  or  an attorney be employed or expenses  be  incurred  to
compel  performance the parties agree that the prevailing party therein  be
entitled to reasonable attorney's fees.

           19.13      Governing  Law.   The  formation,  construction,  and
performance  of  this Agreement shall be construed in accordance  with  the
laws of Nevada.

            19.14      Notice.   Any  notice,  request,  demand  or   other
communication required or permitted hereunder or required by law  shall  be
in  writing and shall be effective upon delivery of the same in  person  to
the  intended  addressee, or upon deposit of the  same  with  an  overnight
courier  service  (such as Federal Express) for delivery  to  the  intended
addressee at its address shown herein, or upon deposit of the same  in  the
United  States mail, postage prepaid, certified or registered mail,  return
receipt  requested,  sent to the intended addressee at  its  address  shown
herein.  The  address  of any party to this Agreement  may  be  changed  by
written  notice  of  such  other address given in accordance  herewith  and
actually received by the other parties at least ten (10) days in advance of
the date upon which such change of address shall be effective.
IN  WITNESS WHEREOF, the parties have entered into this Agreement  on
the date first above written.

CONSULTANT:

DATE: 7/23/99
By: /s/ Adam Abramavitch
Adam Abramavitch

TWIN FACES EAST ENTERTAINMENT CORPORATION

DATE: 7/23/99

By: /s/ Stanley Teeple
     Stanley Teeple
EXHIBIT 10-C

                      RETAINER  AGREEMENT

      THIS  AGREEMENT  made  by  and  between  SPERRY  YOUNG  &  STOECKLEIN
("Attorney") and TWIN FACES EAST ENTERTAINMENT CORPORTATION ("Client").

      Whereas,  Client desires to retain Attorney to assist the Company  in
its  corporate endeavors, analyze and/or prepare any needed agreements  and
to act as Securities Counsel to the Company.

     Whereas, Attorney has agreed to so represent Client in accordance with
the   terms   and  conditions  of  this  Retainer  Agreement,  (hereinafter
"Retainer").

     Now, Therefore, the parties agree as follows:

      1.   That commencing as of the date of this Agreement, Attorney shall
represent Client in the aforementioned capacity.  It is understood  between
Client  and  Attorney  that any opinions relating to Nevada  law  shall  be
opinioned  by outside counsel licensed to practice in the state of  Nevada.
Attorney  is licensed to practice in the state of California and  will  not
represent  Client as to actions or activity specifically related to  Nevada
law.

      2.    The  Client and Attorney shall forthwith agree upon a timetable
for  the completion of Client's desired business plan, and all other  steps
necessary to effectuate the Client's compliance with all applicable Federal
Securities Laws.

      3.   It is understood and agreed between Attorney and Client that all
documents  and other information relating to the Client's affairs  will  be
made available upon request to Attorney at the Attorney's offices.

      The  Client will furnish Attorney at the earliest practicable date  a
business plan showing projected cash flow (or deficiencies) covering a five-
year period.

      4.   The fee arrangement shall be on a per item basis or at a rate of
$250  per  hour, such fee will be agreed upon between Client  and  Attorney
prior  to  any  commencement of work. If for any reason Client  cannot  pay
Consultant  in  cash, Client may pay Attorney with shares of Common  Stock.
Such  Shares  will have to be registered with the Securities  and  Exchange
Commission via Form S-8, or other applicable Form of registration, prior to
the  delivery  of  the Common Stock to the Attorney.  The  amount  of  such
shares  received  will be on a agreed upon amount between  the  Client  and
Attorney.

      5.    In  addition to fees, Client shall reimburse Attorney  for  all
costs  and  reasonable out-of-pocket expenses incurred in  connection  with
Attorney's duties.
6.   Client agrees to indemnify and hold harmless Attorney against any
and  all losses, claims, damages or liabilities, joint or several, to which
they  or  any of them may become subject under the Act or any other statute
or  at common law and to reimburse Attorney for any legal or other expenses
(including the cost of any investigation and preparation) incurred by  them
in  connection  with  any  litigation, whether  or  not  resulting  in  any
liability,  but  only insofar as such losses, claims, damages,  liabilities
and  litigation  arise  out of or are based upon any  untrue  statement  or
alleged  untrue  statement of a material fact contained  in  any  documents
which  were  supplied to Attorney, or the omission or alleged  omission  to
state therein a material fact required to be stated therein or necessary to
make  the  statements  therein not misleading, or any untrue  statement  or
alleged untrue statement of a material fact contained in the documents  (as
amended or supplemented if the Company shall have filed with the Securities
and Exchange Commission, or the State of Nevada, any amendments thereof  or
supplements thereto), or the omission or alleged omission to state  therein
a  material fact necessary in order to make the statements therein, in  the
light  of  the  circumstances under which they were made,  not  misleading;
provided. Attorney agrees within twenty days after the receipt by  Attorney
of  written  notice of the commencement of any action against  Attorney  to
notify  the  Client in writing of the commencement thereof. The failure  of
the  Attorney so to notify the Client of any such action shall relieve  the
Client from any liability which it may have to the Attorney.

      7.   This Agreement may be terminated by the Client by written notice
to  Attorney,  at which time Attorney shall have no further  obligation  to
Client.  This Agreement may be terminated by Attorney by written notice  to
Client,  in  the  event  Attorney determines  that  the  information  being
provided by Client to Attorney, in the preparation of the Registration,  is
intentionally misleading or an omission of a material fact.

     In Witness Whereof, the parties executed this Retainer Agreement as of
the day set forth below.

Date:     6/1/99

CLIENT:

     /s/ Stanley Teeple
     Stanley Teeple
     Twin Faces East Entertainment Corporation

ATTORNEY:

     /s/ Donald J. Stoecklein
     Donald J. Stoecklein, Esq.
     Sperry Young & Stoecklein
EXHIBIT 10-D

                   FEE SPLITTING DISCLOSURE AND CONSENT

DISCLOSURE AND CONSENT

1.   Sperry Young & Stoecklein ("SY&S") was retained by Twin Faces East
  Entertainment Corporation (the "Company") to assist the Company in its
  corporate endeavors, analyze and/or prepare any needed agreements and to
  act as Securities Counsel to the Company.

2.   The representation is under the terms of a written agreement that
  provides, among other things, that the fee for the services will be on a
  per item basis or hourly rate, to be determined between the Company and
  SY&S.  (A copy of the agreement is attached as an exhibit hereto.)

3.   SY&S desires to compensate Anthony N. DeMint, an employee of SY&S,
  with a bonus of 5,000 shares of Common Stock of the Company, which is to be
  paid to SY&S for its services.

4.   SY&S and the Company have mutually agreed that it would be in the best
  interest to all parties, if the Company were to issue the stock directly to
  Anthony N. DeMint and such amount of stock to be subtracted from the stock,
  which is to be paid to SY&S for services performed.

Date:     8/12/99

Sperry Young & Stoecklein

/s/ Donald J. Stoecklein
Donald J. Stoecklein, Esq.

/s/ Anthony N. DeMint
Anthony N. DeMint

     I understand the terms of this Agreement and consent to the
association and fee splitting and the direct issuance of Common Stock to
Anthony N. DeMint.

Twin Faces East Entertainment Corporation

/s/ Stanley Teeple
Stanley Teeple