Exhibit 4.7


    Exhibit
      4.7

     

     

     

    
      
         

      

      
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    Exhibit
      4.7

    


    Structuring
      Agreement with Lionheart

    


    


    THIS
      AGREEMENT
      is made
      this 26th
      day of
      October, 2006 by and between Lionheart Associates, LLC doing business as
      Fairhills Capital, a Delaware Corporation, (hereinafter referred to as
      "Lionheart") and Camelot
      Entertainment Group, Inc. (CMEG.OB) (hereinafter referred to as
      "Company").

    


    Recitals

    


    Whereas,
      Company
      is seeking financing and strategic relationships for financing and desires
      that
      Lionheart provide such services to Company with respect to the same;
      and

    


    Whereas,
      Company
      and Lionheart desire to enter into an agreement for such services on the terms
      and conditions described herein.

    


    NOW
      THEREFORE,
      for
      valuable consideration, receipt of which is hereby acknowledged, Company and
      Lionheart agree as follows:

    


    ARTICLE
      I

    Definitions

    


    Article
      1.1.  “Strategic
      Relationships” shall mean those persons and entities that provide
      financing. 

    


    Article
      1.2 “Tagged
      Party” means those parties with no previous relationship with Company,
      introduced directly by Lionheart to Company and to whom a term sheet pertaining
      to financing is presented are, including Strategic Relationships, identified
      on
      Exhibit “1” hereto, as may be amended from time to time with the express written
      approval of CMEG, which said approval shall not be unreasonably withheld, by
      Lionheart via amendment to Exhibit 1 which may occur providing notice from
      Lionheart to Company of a Tagged Party. 

    


    Article
      1.3 “Transaction
      Value” shall mean the greater of either (a) the value of the transaction as
      agreed by and between Company and the Tagged Party, or (b) the value of the
      total consideration given in respect of the said transaction, financing,
      including equity, debt or other financing, or other business combination,
      including, but not limited to, the issuance of securities at issue value, any
      assumption of liabilities, cash, equipment, services, strategic alliance
      agreements, and shall be calculated separately and additively for each such
      transaction.

    


    Article
      1.4 "Fee"
      is
      the amount paid to Lionheart as set forth in Article III herein.

    


    


    ARTICLE
      II

    Services
      of Lionheart

    


    Article
      2.1. Services
      by Lionheart. Company hereby retains Lionheart. The function of the relationship
      will be to (a) Structure a financing for the company with a Strategic Party
      in
      the amount of up to Three ($3,000,000) Million US Dollars. (b) Identifying,
      screening and qualifying Strategic Relationships, (b) arranging introductions
      and attending meetings between Strategic Relationships and Company, (c)
      facilitating the terms of the Strategic Relationship transactions as engaged
      by
      Company, and (d) in the assembly of information, which may be required for
      presentation to the prospective Strategic Relationships, (e) assist in any
      other
      way to complete the transaction and ensure transfer of funds to the
      company.

    


    
      
         

      

      
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    Article
      2.2 Exclusivity.
      Although the relationship between the parties is non-exclusive,
      once a
      Strategic Relationship becomes a Tagged Party, the relationship of the Tagged
      Party and Lionheart shall be exclusive to Company. Company, nor its executives,
      officers, representatives shall not contact or solicit said Tagged party without
      the prior written approval of Lionheart, which approval shall not be
      unreasonably withheld. After receiving prior approval from Lionheart, Company
      may enter into agreements with Tagged Parties introduced by Lionheart. In the
      event the Company enters into a binding agreement with a Tagged Party, Lionheart
      shall be entitled to a Fee as set forth in Article III herein. Lionheart will
      manage its relationships with its Tagged Parties.

    


    Article
      2.3 No
      circumvention. Company, and its subsidiaries, affiliates, officers, employees,
      agents and/or representatives shall not circumvent, solicit or contact any
      persons or entities introduced by Lionheart to Company, with whom Company had
      no
      prior direct relationship prior to said introduction by Lionheart, without
      prior
      written consent of Lionheart. 

    


    ARTICLE
      III

    Structuring
      Fees Payable to Lionheart

    


     Article
      3.1 Fees. In
      consideration for the structuring services rendered by Lionheart, Company agrees
      to pay Lionheart the following Fee resulting from the close of any transaction
      involving a Tagged Party:

    


     

    


     

    	A.  	
            Structuring
              fee of up to Three Hundred and Sixty Thousand ($360,000) US Dollars
              paid
              on a pro rata basis to the amount of the actual gross total financing
              as
              determined by the executed term sheet. The
              Fee shall be paid in total to Lionheart in the form of cash upon the
              day
              of the close of the transaction from the escrow/trust account of the
              company counsel.

          


    	B.  	
            Warrants
              in the Company up to Two Hundred Thousand ($200,000) US Dollars issued
              on
              a pro rata basis to the amount of the actual gross total financing
              as
              determined by the executed term sheet. The Fee shall be paid to Lionheart
              the day of the close of the transaction and shall be on the same terms
              as
              the investor’s warrants and shall include registration
              rights.

          


    


    ARTICLE
      IV

    Term
      and
      Termination

    


    Article
      4.1 Term.
      This Agreement is for a minimum period of 180 days commencing on the date this
      Agreement is executed by the Company (“Initial Period”) and thereafter, this
      Agreement shall continue month-to-month in accordance with the terms set forth
      herein until terminated. After expiration of the Initial Period, this Agreement
      may be terminated at any time by either party with or without cause upon thirty
      (30) days’ notice of termination. In the event of a material breach by Lionheart
      or Company, or for Cause, as described in Article 4.2.d hereof, either party
      may
      terminate this Agreement by first providing a ten (10) day notice to cure and
      if
      the defaulting party has not cured within said period, then the non-defaulting
      party may terminate this Agreement. 

     

    


    
      
         

      

      
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    Article
      4.2 Termination.
      In the event this Agreement is terminated by Company and no subsequent similar
      agreement is entered into by the parties, Lionheart shall be entitled to its
      Fee
      from Company in connection with transactions between Company and Tagged Parties
      for a period of 12 months following termination.

    


    ARTICLE
      V

    Documents,
      Information and Referrals

    


    Article
      5.1.  Company
      agrees to provide Lionheart with all documents and information, including but
      not limited to financial information, summary and full business plans, whether
      confidential or not, reasonably necessary or required by Lionheart. Lionheart
      agrees to maintain the confidentiality of such information, and to require
      any
      Tagged Party to whom confidential information is disclosed to execute an
      appropriate nondisclosure agreement. Lionheart shall notify Company of its
      intention to disclose confidential information to a Tagged Party for prior
      approval by Company, which may be withheld for any reason by Company. Company
      agrees to use reasonable efforts to make directors and officers available for
      meetings upon reasonable notice by Lionheart in connection with the preparation
      of any presentation of documents connected with the activities of Lionheart.
      

    


    Article
      5.2.  Company
      shall cooperate with Lionheart and provide such non-confidential information
      as
      Lionheart reasonably requests in order to aid Lionheart in its efforts with
      Tagged Parties concerning potential Investment and Revenue transactions with
      the
      Company. 

     

    Article
      5.3 
      Both
      parties will keep confidential and not disclose to any third party any
      confidential information of either party made available to other pursuant to
      this Agreement and will use the confidential information only in connection
      with
      the execution of the obligations and duties contemplated by this Agreement.
      “Confidential Information” shall include all information concerning either party
      that is deemed confidential through marking, in writing or memorandum, or that
      by its nature, should be considered confidential, excluding any information
      that
      is generally available to the public, or any information which becomes available
      to either party on a non-confidential basis from a third party who is not known
      by either party to be bound by a confidentiality obligation of this Agreement;
      provided, however, that such confidential information may be disclosed (i)
      to
      either party's officers, directors, employees, counsel and accountants in
      connection with its engagement hereunder, who shall be informed of the
      confidential nature of the information and that such information is subject to a
      confidentiality agreement; (ii) to any person with the written consent of the
      disclosing party, subject to execution of an appropriate nondisclosure
      agreement; or (iii) if, upon the advice of counsel, either party is compelled
      to
      disclose such information (in which case the party compelled to disclose shall,
      to the extent permitted by applicable law, rule or regulation, and practicable
      under the circumstances, advise the other party in writing prior to such
      disclosure and shall consult with the other party with respect to the form
      and
      timing of disclosure).

    ARTICLE
      VI

    General
      Provisions

    


    Article
      6.1 The
      validity, performance, construction and effect of this Agreement shall be
      governed by the laws of the State of New York, without regard to conflicts
      of
      law rules. Any disputes arising under this Agreement shall be submitted to
      arbitration before a single arbitrator in accordance with such rules as the
      parties jointly agree, to be conducted in New York, County, NY. If the parties
      are unable to agree on arbitration procedures, arbitration shall be conducted
      in
      accordance with the then applicable Commercial Arbitration Rules of the American
      Arbitration Association. Judgment upon the award rendered by the Arbitrator
      may
      be entered in any Court having jurisdiction. The prevailing party shall be
      entitled to reasonable attorney's Fees.

    


    
      
         

      

      
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    Article
      6.2 All
      notices, requests, demands, and other communications required or that may be
      given hereunder shall be in writing and shall be deemed to have been duly given
      when received, if delivered in person, or sent by certified mail, postage
      prepaid, return receipt requested or sent by nationally recognized overnight
      courier service, and addressed to the last known address of the parties
      hereto.

    


    Article
      6.3 This
      Agreement may be executed in one or more counterparts, which taken together
      shall constitute one instrument. Each party has cooperated in the drafting
      and
      preparation of this Agreement. In any construction to be made of this Agreement,
      the same shall not be construed against any party on the basis that the party
      was the drafter.

    


    Article
      6.4 Nothing
      contained herein shall be construed to create an employer-employee, partnership
      or joint venture relationship between the parties, it being understood that
      Lionheart, while acting under the terms of this Agreement, is an independent
      contractor. 

    


    Article
      6.5 The
      parties understand that Lionheart does not guarantee that any Transaction will
      occur or any terms that may be offered by other parties to a transaction but
      agrees that time is of the essence in obtaining financing.

    


    Article
      6.6 Lionheart
      and Company agree that: (i) Lionheart is not a “broker” or a “dealer” as
      defined under any applicable federal and/or state securities laws;
      (ii) Lionheart shall not engage in any acts for which he is required to be
      a broker/dealer; (iii) Lionheart shall solely act to introduce Tagged
      Parties to the Company; and shall not engage in any sales efforts in connection
      with any Investment by any person or entity in Company; 
(iv) Lionheart shall not give any advice to anyone regarding the valuation
      of, potential return on, or the terms of any Investment in, any securities
      of
      Company, except as authorized by the Company. Lionheart makes no
      representations, warranties or guaranties of any specific results or
      success.

     

    Article
      6.7 Company
      agrees to defend, indemnify and hold Lionheart harmless from any and all claims,
      liabilities, debts, actions, judgments and/or settlements, including
      reasonable attorneys’ Fees, which
      may
      arise as a result of Company's business, securities offerings and
      dealings,
      or from
      a breach of its obligations, representations and warranties as set forth in
      this
      Agreement. Lionheart agrees to defend, indemnify and hold Company harmless
      from
      any and all claims, liabilities, debts, actions, judgments and/or settlements,
      including reasonable attorneys’ Fees, which may result from its breach of
      obligations, representations and warranties under this Agreement.

    


    Article
      6.8 During
      the term of this Agreement and any extended Fee payment periods stated herein,
      Company shall maintain its books and records in accordance with generally
      accepted accounting principles and Lionheart shall have the right at its own
      expense, through such representatives as it deems appropriate, to inspect and
      audit the books and records of Company during the Company’s normal business
      hours and upon five days’ advanced notice, no more frequently than every six
      months.

    


    Article
      6.9  This
      Agreement, including any Exhibits and documents referred to in this Agreement
      or
      attached hereto, constitutes the entire understanding of parties with respect
      to
      its subject matter and there are no oral or written representations,
      understandings or agreements relating to the subject matter of this Agreement
      which are not fully expressed herein. This Agreement may only be amended by
      a
      writing signed by authorized representatives of both parties. 

    


    IN
      WITNESS WHEREOF, the parties have executed this instrument as of the dates
      set
      forth below:

    


    Lionheart
      Associates, LLC   Camelot
      Entertainment Group, Inc. 

    


    


    


    


    _________________________________  ________________________________

    Edward
      Bronson, Managing Director  Robert
      P. Atwell, Chairman

     

    


    
      
         

      

      
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