Exhibit 10.1


     

    Exhibit
      10.1

     

    
 

    ENGAGEMENT
      AGREEMENT

    


    


    THIS
      AGREEMENT
      made as
      of the 1st day of _____, 2007.

    


    


    BETWEEN:

    


    YALETOWN
      CAPITAL INC.,
      a Nevada
      corporation having an office located at Suite 200-3083 Grandview Hwy, Vancouver,
      British Columbia

    


    (the
      "Company")

    


    OF
      THE FIRST PART

    AND:

    


    MURRAY
      SCHULTZ,
      a
      businessperson of Vancouver, British Columbia

    


    (the
      "Advisor")

    


    OF
      THE SECOND PART

    


    


    WHEREAS:

    


    


    A.  The
      Company is a public company providing bridge loans and other financing for
      film
      projects.

    


    B.  The
      Company wishes to engage the Advisor on the terms and conditions of this
      Agreement.

    


    


    NOW
      THEREFORE THIS AGREEMENT WITNESSES
      that in
      consideration of the material promises and conditions contained in this
      Agreement, the Company and the Advisor agree as follows:

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    1. Engagement

    


    
      	 	
              The
                Company hereby engages the Advisor to act as the Vice-President of
                Business and Film Development and the Advisory Board Chair of the
                Company,
                and the Advisor hereby accepts the engagement upon the terms and
                conditions hereinafter set forth.

            


    

    


    


    
      	
              2.

            	
              Period
                of Engagement

            


    

    


    
      	 	
              Subject
                to the provisions for termination as hereinafter provided, the term
                of the
                engagement shall be for an initial period of one year commencing
                on the
                effective date of this agreement and shall automatically renew thereafter
                for one (1) year periods with the mutual agreement of the parties
                (the
                "Period
                of Engagement"),
                unless the Company or the Advisor gives the other party 60 days written
                notice of non-renewal, in which case this Agreement will
                terminate.

            


    

    


    


    
      	
              3.

            	
              Services

            


    

    


    
      	 	
              The
                Advisor agrees to serve in the position and carry out the duties
                and
                responsibilities described in Schedule "A" and perform such other
                services as may be designated from time to time by the
                Company.

            


    

    


    


    
      	
              4.

            	
              Compensation

            


    

    


    
      	(a)  	
              Salary

            


    

    


    The
      Advisor agrees to initially forego a salary in the Company. As the Company
      is
      financially able, the Company and the Advisor shall mutually agree upon a salary
      that shall be commensurate within the industry for such a position. 

    


    
      	 	
              (b)

            	
              Incentives/Bonuses

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	
              In
                addition to the fee set forth above, the Advisor shall be compensated
                from
                time to time by the issuance of additional shares on a performance
                basis.
                Such compensation shall be on an irregular basis and shall be negotiated
                directly between the Company and the
                Advisor.

            


    

    


    
      	 	
              (c)

            	
              Expenses
                Reimbursement

            


    

    


    The
      Company will reimburse the Advisor for the costs of all travel to meetings
      where
      attendance has been specifically requested by the Company.

    


    


    
      	
              5.

            	
              N/A

            


    

    


    


    
      	
              6.

            	
              Termination
                of Engagement

            


    

    


    
      	(a)  	
              Termination
                by the Company 

            


    

    


    The
      Company may at any time during the Period of Engagement terminate this Agreement
      for cause, without notice and without liability for any claim, action or demand
      upon the happening of one or more of the following events:

    


    
      	(i)  	
              if
                the Advisor, fails or refuses, repeatedly, to comply in any material
                respect with the reasonable policies, standards or regulations of
                the
                Company established from time to time in writing and in accordance
                with
                this Agreement;

            


    

    


    
      	(ii)  	
              if
                the Advisor fails to perform in any material respect his duties determined
                by the Company in accordance with this Agreement and consistent with
                the
                customary duties of the Advisor’s
                engagement;

            


    

    


    
      	(iii)  	
              if
                the Advisor conducts himself in a wilfully dishonest, or an unethical
                or
                fraudulent manner that materially discredits the Company or is materially
                detrimental to the reputation, character or standing of the Company;
                or

            


    

    


    
      	(iv)  	
              if
                the Advisor conducts any unlawful or criminal activity, which activity
                materially discredits the Company or is materially detrimental to
                the
                reputation, character or standing of the
                Company.

            


    

    


    Notwithstanding
      the above, the Company may at any time during the Period of Engagement terminate
      this Agreement by paying to the Advisor a lump sum amount equal to three month’s
      fee, and by providing to the Advisor the amount of any performance bonus to
      which the Advisor would have been entitled or becomes entitled to pursuant
      to
      Section 4(b) above. 

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (b) Termination
      by the Advisor

    


    The
      Advisor may terminate this Agreement at any time by providing 60 days written
      notice to the Company and any fee or performance bonus to which the Advisor
      would have been entitled or becomes entitled to pursuant to Section 4(b) above
      will cease on the date of termination.

    


     

    


    7. Property
      of the Company

    


    
      	 	
              The
                Advisor hereby acknowledges and agrees that all personal property,
                including without limitation, all books, manuals, records, reports,
                notes,
                contracts, lists, and other documents, proprietary information (as
                defined
                below), copies of any of the foregoing, and equipment furnished to
                or
                prepared by the Advisor in the course of or incidental to his engagement,
                including, without limitation, records and any other materials pertaining
                to the Company or its business, belonging to the Company shall be
                promptly
                returned to the Company upon termination of the Period of
                Engagement.

            


    

    


    


    8. Proprietary
      Information and Non-Competition

    


    
      	 	
              (a)

            	
              Proprietary
                Information

            


    

    


    
      	 	 	
              "Proprietary
                Information"
                means information about the Company disclosed to the Advisor, known
                by the
                Advisor or developed by the Advisor, alone or with others, in connection
                with his engagement by the Company, which is not generally known
                to the
                industry in which the Company is or may become engaged about the
                Company's
                products, processes, and services, including but not limited to,
                information relating to customers, sources of supply, personnel,
                sources
                or methods of financing, marketing, pricing, merchandising, interest
                rates, or sales.

            


    

    


    
      	 	
              (b)

            	
              Non-Disclosure
                of Proprietary Information

            


    

    


    
      	 	 	
              The
                Advisor acknowledges that all Proprietary Information is received
                or
                developed by him in confidence and is the property of the Company.
                During
                the period of engagement and thereafter, the Advisor will not, directly
                or
                indirectly, except as required by the normal business of the Company
                or
                expressly consented to in writing by the
                Company:

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	
              (i)

            	
              disclose,
                publish or make available, other than to an authorized employee,
                Advisor,
                or Advisor of the Company, any Proprietary
                Information;

            


    

    


    
      	 	 	
              (ii)

            	
              sell,
                transfer or otherwise use or exploit any Proprietary
                Information;

            


    

    


    
      	 	 	
              (iii)

            	
              permit
                the sale, transfer, or use or exploitation of any Proprietary Information
                by any third party; or

            


    

    


    
      	 	 	
              (iv)

            	
              retain
                upon termination or expiration of the Period of Engagement any Proprietary
                Information, any copies thereof or any other tangible or retrievable
                materials containing or constituting Proprietary
                Information.

            


    

    


    
      	 	
              (c)

            	
              Disclosure
                of Proprietary Information

            


    

    


    
      	 	 	
              If,
                at any time, the Advisor becomes aware of any unauthorized access,
                use,
                possession or knowledge of any Proprietary Information, the Advisor
                shall
                immediately notify the Company. The Advisor shall provide all reasonable
                assistance to the Company to protect the confidentiality of any such
                Proprietary Information that the Advisor may have directly or indirectly
                disclosed, published or made available to third parties in breach
                of this
                Agreement, including, but not limited to, reimbursement for any and
                all
                solicitor's fees that the Company may incur to protect its rights
                therein.
                The Advisor shall take all reasonable steps requested by the Company
                to
                prevent the recurrence of such unauthorized access, use, possession
                or
                knowledge.

            


    

    


    
      	 	
              (d)

            	
              Interference
                with Business

            


    

    


    
      	 	 	
              During
                the Period of Engagement, the Advisor shall devote sufficient time,
                ability and attention to the business of the Company. During the
                Period of
                Engagement, the Advisor shall not, directly or indirectly, compete
                or
                assist any third party in competing with the Company. Following the
                Period
                of Engagement, the Advisor shall
                not:

            


    

     

    
      	 	 	
              (i)

            	
              employ
                any Proprietary Information for himself or in the service of others
                or
                interfere with the Company's relationship with its clients, purchasers
                or
                suppliers;

            


    

    


    
      	 	 	
              (ii)

            	
              use
                Proprietary Information to solicit business for himself or in the
                service
                of others from clients, suppliers or purchasers of the
                Company;

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	
              (iii)

            	
              in
                any way breach the confidence that the Company has placed in the
                Advisor;

            


    

    


    
      	 	 	
              (iv)

            	
              misappropriate
                any Proprietary Information; or

            


    

    


    
      	 	 	
              (v)

            	
              breach
                any of the provisions of this
                section.

            


    

    


     

    9. Assignment,
      Successors and Assigns

    


    
      	 	
              The
                Advisor agrees that he will not assign, transfer or otherwise dispose
                of
                any rights or obligations under this Agreement. Any such purported
                assignment or transfer shall be null and void. Nothing in this Agreement
                shall prevent the consolidation of the Company with, or its merger
                into,
                any other corporation, or the sale by the Company of all or substantially
                all of its properties or assets, or the assignment by the Company
                of this
                agreement and the performance of its obligations hereunder to any
                successor in interest or any affiliated company. Subject to the foregoing,
                this Agreement shall be binding upon and shall enure to the benefit
                of the
                parties and their respective heirs, legal representatives, successors,
                and
                permitted assigns, and shall not benefit any person or entity other
                than
                those enumerated above.

            


    

    


    10. General
      Provisions

    


    
      	 	
              (a)

            	
              Any
                notices to be given hereunder by either party to the other shall
                be in
                writing and may be transmitted by personal delivery or by mail, registered
                or certified, postage prepaid with return receipt requested. Mailed
                notices shall be addressed to the parties at the address appearing
                in the
                introductory section of this Agreement, but each party may change
                that
                address by written notice in accordance with this section. Notice
                delivered personally shall be deemed communicated as of the date
                of actual
                receipt; mailed notices shall be deemed communicated two days after
                the
                date of mailing.

            


    

    


    
      	 	
              (b)

            	
              This
                Agreement supersedes any and all other agreements, either oral or
                in
                writing, between the parties hereto with respect to the engagement
                of the
                Advisor by the Company, and contains all of the covenants and agreements
                between the parties with respect to that engagement in any manner
                whatsoever. Each party to this Agreement acknowledges that no
                representations, inducements, promises, or agreements, orally or
                otherwise, have been made by any party, or anyone acting on behalf
                of any
                party, which are not embodied herein, and that no other agreement,
                statement or promise not contained in this Agreement shall be valid
                or
                binding on either party.

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              (c)

            	
              The
                parties hereto agree and warrant to use best efforts, due diligence,
                and
                to maintain full disclosure of all matters of the business and conduct
                of
                the parties in respect to this
                Agreement.

            


    

    


    
      	 	
              (d)

            	
              The
                parties hereunto agree and acknowledge that they have each sought
                separate
                counsel because the effects of this Agreement are material to their
                fortunes, and the consequences of this Agreement are onerous, far
                reaching
                and engage serious obligations.

            


    

    


    
      	 	
              (e)

            	
              Any
                modification of this Agreement will be effective only if it is in
                writing
                and signed by the party to be bound
                thereby.

            


    

    


    
      	 	
              (f)

            	
              The
                failure of either party to insist on strict compliance with any of
                the
                terms, covenants, or conditions of this Agreement by other party
                shall not
                be deemed a waiver of that term, covenant or condition, nor shall
                any
                waiver or relinquishment of any right or power at any one time or
                times be
                deemed a waiver or relinquishment of that right to power for all
                or any
                other times.

            


    

    


    
      	 	
              (g)

            	
              If
                any provision to this Agreement is held by a court of competent
                jurisdiction to be invalid, void or unenforceable, the remaining
                provisions shall nevertheless continue in full force without being
                impaired or invalidated in any way.

            


    

    


    
      	 	
              (h)

            	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                and courts of the Province of British
                Columbia.

            


    

    


    
      	 	
              (i)

            	
              The
                parties hereto agree to execute and to cause to be effected such
                additional documents or matters as shall be required to fully and
                effectually achieve the intent hereof and to achieve matters collateral
                hereto including, but not limited to necessary corporate resolutions,
                necessary regulatory filings, specific management agreements, or
                such
                other matters required between the parties that are necessary to
                effect
                the intent of this Agreement and matters
                collateral.

            


    

    


    IN
      WITNESS WHEREOF
      the
      parties have duly executed this Agreement as of the date first written
      above.

    


    
      	 THE CORPORATE SEAL of	) 	 	 
	 YALETOWN CAPITAL
              INC.	) 	 	 
	 was hereunto affixed in the presence
              	) 	 	 
	 of its duly authorized signatory
              :	) 	 	 
	 Authorized Signatory	) 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 SIGNED, SEALED AND DELIVERED
              by	) 	 	 
	 MURRAY SCHULTZ
              in
              the presence of	) 	 	 
	 Witness Signature)MURRAY
              SCHULTZ	) 	 	 


    

     

     


    
      
         

        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    This
      is SCHEDULE "A" to an Engagement Agreement dated ________ 1,
      2007.

    


    The
      Advisor agrees to serve in the position and with the duties and responsibilities
      as set out below, and to perform such other duties as set out from time to
      time
      from the Company.

    


    POSITION: VICE
      PRESIDENT OF BUSINESS AND FILM DEVELOPMENT and ADVISORY BOARD
      CHAIR

    


    


    DUTIES
      & RESPONSIBILITIES: 

     

     

     

     

     

     

    8