Exhibit 10.1


    HEAD
      OF MARKETING COMPENSATION AGREEMENT

    


    THIS
      AGREEMENT made
      as
      of June 1, 2007

    


    BETWEEN:

    Yaletown
      Capital Inc, Las Vegas, Nevada

    (the
      "Company")

     

    OF
      THE FIRST PART

     

    AND:

    
      	 	 	
              Peter
                Miele with an office at 2434
                Nelson Ave.

            


    

    West
      Vancouver, V7V
      2P8

    (the
      "Executive")

     

    OF
      THE SECOND PART

     

    AND:

    


    WHEREAS,
      the Company has appointed Executive to the position of Head of Marketing
      (“HOM”), and Executive has accepted such appointment; 

    


    WHEREAS,
      in connection with such appointment, the Company and Executive

    desire
      to
      enter into this Agreement;

    


    NOW,
      THEREFORE, in consideration of the Executive's appointment as HOM, and for
      other
      good and valuable consideration the receipt of which is hereby acknowledged,
      the
      Executive and Company agree as follows:

    


    
      	1.  	
              Effective
                Date. This
                Agreements Effective Date Is the date first mentioned
                herein.

            


    

    


    
      	2.  	
              Term.
                This
                Agreement covers the period from June 1st,
                2007 through to and including May 31st,
                2008 (the “Contract Period”.)

            


    

    


    
      	3.  	
              Duties.
                The Executive agrees that while he is engaged by the Company, he
                will
                devote a reasonable
                working time,
                energies and talents to serving as the HOM of the Company and providing
                services for the Company at the direction of the Chief Executive
                Officer
                (“CEO”) of the Company and without limiting the foregoing as attached in
                Schedule “A”. The Executive shall have such duties and responsibilities as
                may be assigned to him from time to time by the CEO, shall perform
                all
                duties assigned to him faithfully and efficiently, subject to the
                direction of the CEO, and shall have such authorities and powers
                as are
                inherent to the undertakings applicable to his position and necessary
                to
                carry out the responsibilities and duties required of him hereunder;
                provided, however, that the Executive shall not be required to perform
                any
                duties while he is disabled. Both parties understand and agree that
                the
                Executive may serve on boards of directors of other businesses, which
                are
                not in competition with the Company and may engage in commercial,
                civic
                and charitable activities provided that such service and activities
                do not
                materially interfere with the performance of the Executive's
                duties.

            


    

    
      	 	 


    

    
      	4.  	
              Compensation.
                Subject to the terms and conditions of this Agreement, during the
                Contract
                Period while the Executive is contracted by the Company, the Company
                shall
                compensate the Executives services as
                follows:

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	4.1.  	
              Executive
                is entitled to the equivalent of five thousand per month ($5,000)
                in cash
                or shares. The Executive will receive stock in lieu of cash up until
                which
                time the company is in a financial position to pay the Executive
                in cash.
                Until the Company has a market value for its common stock, the deemed
                price of any shares issued in lieu of payment for services shall
                be at a
                deemed value of $0.50 per share. The shares and/or cash shall be
                due and
                payable on the last day of each month. All shares issued pursuant
                to this
                agreement shall have piggyback registration
                rights.

            


    

    


    


    
      	4.2.  	
              Should
                the Agreement be terminated prior to the end of the Contract Period
                any
                compensation due under the Agreement will be prorated to the last
                day the
                Executive performed his duties herein or such other date as agreed
                to in
                writing by the parties.

            


    

    


    
      	4.3.  	
              The
                Fee is net of any applicable taxes except income taxes, and where
                any
                taxation is required to be applied as determined under Generally
                Accepted
                Accounting Principles (“GAAP”) the same will be remitted to Executive with
                the 

            


    

    remittance.

    


    
      	4.4.  	
              Executive
                is entitled to participate in the company’s stock option plan at
                conversion price and an amount authorized by the Board of
                Directors.

            


    

    


    
      	4.5.  	
              The
                Executive shall be reimbursed by the Company, on terms and conditions
                that
                are substantially similar to those that apply to other similarly
                situated
                senior management executives of the Company, for reasonable pre-approved
                out-of-pocket expenses for entertainment, travel, meals, lodging
                and
                similar items which are consistent with the Company's expense
                reimbursement policy and actually incurred by the Executive in the
                promotion of the Company's
                business.

            


    

    


    
      	4.6.  	
              The
                Company will, to the maximum extent permitted by law, defend, indemnify
                and hold harmless the Executive and the Executive's heirs, estate,
                executors and administrators against any costs, losses, claims, suits,
                proceedings, damages or liabilities to which the Executive may become
                subject which arise out of, are based upon or relate to the Executive's
                engagement by the Company (and any predecessor company to the Company),
                or
                the Executive's service as an officer or member of the Board of Directors
                of the Company (or any predecessor company to the Company), including
                without limitation reimbursement for any legal or other expenses
                reasonably incurred by the Executive in connection with investigation
                and
                defending against any such costs, losses, claims, suits, proceedings,
                damages or liabilities. The Company shall maintain directors and
                officers
                liability insurance in commercially reasonable amounts (as reasonably
                determined by the Board), and the Executive shall be covered under
                such
                insurance to the same extent as other senior management employees
                of the
                Company with respect to matters which occurred during such period
                of
                employment.

            


    

    


    
      	4.7.  	
              The
                Executive shall not be required to mitigate the amount of any payment
                provided for in this Agreement by seeking outside employment or otherwise
                and such payments shall not be reduced by any other income earned
                by
                Executive.

            


    

    


    
      
        
        

      

      
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      	5.  	
              Rights
                and Payments upon Termination.
                The Executive's right to benefits and payments, if any, for periods
                after
                the date on which his employment with the Company terminates for
                any
                reason (his "Termination Date") shall be determined in accordance
                with
                this Section 5:

            


    

    


    
      	5.1.  	
              Termination
                By Company for Cause. If the Executive's termination is a result
                of the
                Company's termination of the Executive's employment on account of
                Cause,
                then, except as agreed in writing between the Executive and the Company,
                the Executive shall have no right to future payments or benefits
                under
                this Agreement (and the Company shall have no obligation to make
                any such
                future payments or provide any such future benefits) for periods
                after the
                Executive's Termination Date.

            


    

    


    
      	5.2.  	
              Termination
                for Voluntary Resignation, Mutual Agreement or Other Reasons. If
                the
                Executive's termination occurs on account of his voluntary resignation,
                mutual agreement of the parties, or any reason other than those specified
                above then, except as agreed in writing between the Executive and
                the
                Company, the Executive shall have no right to future payments or
                benefits
                under this Agreement (and the Company shall have no obligation to
                make any
                such future payments or provide any such future benefits) for periods
                after the Executive's Termination Date. The Executive's termination
                of
                employment for Good Reason shall not be treated as a voluntary resignation
                for purposes of this Agreement.

            


    

    


    
      	5.3.  	
              Definitions.
                For purposes of this Agreement:

            


    

    


    
      	5.3.1.  	
              The
                term "Cause" shall mean:

            


    

    


    
      	5.3.1.1.  	
              the
                wilful engaging by the Executive in conduct which is demonstrably
                and
                materially injurious to the Company or its affiliates, monetarily
                or
                otherwise, as determined by the Board of Directors;
                or

            


    

    


    
      	5.3.1.2.  	
              conduct
                by the Executive that involves theft, fraud or dishonesty;
                

            


    

    


    
      	5.3.2.  	
              The
                term "Good Reason" means (a) the assignment to the Executive duties
                which
                are materially inconsistent with his duties as HOM of the Company,
                including, without limitation, a material diminution or reduction
                in his
                title, office or responsibilities or a reduction in his rate of Salary,
                failure to provide bonus opportunities or stock awards in accordance
                with
                the requirements in Section 3, or (b) the relocation of the Executive
                to a
                location that is not within the greater Vancouver metropolitan
                area.

            


    

    


    
      
        
        

      

      
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      	5.3.3.  	
              Notwithstanding
                any other provision of this Agreement, the Executive shall automatically
                cease to be an employee of the Company and its affiliates as of his
                Termination Date and, to the extent permitted by applicable law,
                any and
                all monies that the Executive owes to the Company shall be repaid
                before
                any post-termination payments are made pursuant to the Executive
                pursuant
                to this Agreement.

            


    

    


    
      	6.  	
              Confidential
                Information.
                The Executive agrees that:

            


    

    


    
      	6.1.  	
              Except
                as may be required by the lawful order of a court or agency of competent
                jurisdiction, or except to the extent that the Executive has express
                authorization from the Company, he shall keep secret and confidential
                indefinitely all non-public information (including, without limitation,
                information regarding litigation and pending litigation) concerning
                the
                Company and its affiliates which was acquired by or disclosed to
                the
                Executive during the course of his employment with the Company, and
                not to
                disclose the same, either directly or indirectly, to any other person,
                firm, or business entity, or to use it in any
                way.

            


    

    


    
      	6.2.  	
              Upon
                his Termination Date or at the Company's earlier request, he will
                promptly
                return to the Company any and all records, documents, physical property,
                information, computer disks or other materials relating to the business
                of
                the Company and its affiliates obtained by him during his course
                of
                employment with the Company.

            


    

    


    


    


    
      	6.3.  	
              The
                Executive shall keep the Company informed of, and shall execute such
                assignments as may be necessary to transfer to the Company or its
                affiliates the benefits of, any inventions, discoveries, improvements,
                trade secrets, developments, processes, and procedures made by the
                Executive, in whole or in part, or conceived by the Executive either
                alone
                or with others, which result from any work which the Executive may
                do for
                or at the request of the Company, whether or not conceived by the
                Executive while on holiday, on vacation, or off the premises of the
                Company, including such of the foregoing items conceived during the
                course
                of employment which are developed or perfected after the Executive's
                termination of employment. The Executive shall assist the Company
                or other
                nominated by it, to obtain patents, trademarks and service marks
                and the
                Executive agrees to execute all documents and to take all other actions
                which are necessary or appropriate to secure to the Company and its
                affiliates the benefits thereof. Such patents, trademarks and service
                marks shall become the property of the Company and its affiliates.
                The
                Executive shall deliver to the Company all sketches, drawings, models,
                figures, plans, outlines, descriptions or other information with
                respect
                thereto.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	6.4.  	
              To
                the extent that any court or agency seeks to have the Executive disclose
                confidential information, he shall promptly inform the Company, and
                he
                shall take such reasonable steps to prevent disclosure of Confidential
                Information until the Company has been informed of such requested
                disclosure. To the extent that the Executive obtains information
                on behalf
                of the Company or any of its affiliates that may be subject to
                attorney-client privilege as to the Company's attorneys, the Executive
                shall take reasonable steps to maintain the confidentiality of such
                information and to preserve such
                privilege.

            


    

    


    
      	6.5.  	
              Nothing
                in the foregoing provisions of this Section 5 shall be construed
                so as to
                prevent the Executive from using, in connection with his employment
                for
                himself or an employer other than the Company or any of its affiliates,
                knowledge which was acquired by him during the course of his employment
                with the Company and its affiliates, and which is generally known
                to
                persons of his experience in other companies in the same
                industry.

            


    

    


    
      	7.  	
              Non-solicitation.
                While the Executive is employed by the Company and its affiliates
                and for
                a period of three years after the date the Executive terminates employment
                with the Company and its affiliates for any reason, the Executive
                covenants and agrees that he will not, whether for himself or for
                any
                other person, business, partnership, association, firm, company or
                corporation, directly or indirectly, call upon, solicit, divert or
                take
                away or attempt to solicit, divert or take away, any of the customers
                or
                employees of the Company or its affiliates in existence from time
                to time
                during his employment with the Company and its
                affiliates.

            


    

    


    


    


    


    
      	8.  	
              Non-competition.
                While the Executive is employed by the Company and its affiliates,
                and for
                a period of three years after the date the Executive terminates employment
                with the Company and its affiliates, the Executive covenants and
                agrees
                that he will not, directly or indirectly, engage in, assist, perform
                services for, plan for, establish or open, or have any financial
                interest
                (other than (i) ownership of 1% or less of the outstanding stock
                of any
                corporation listed on the New York or American Stock Exchange or
                included
                in the National Association of Securities Dealers Automated Quotation
                System or (ii)ownership of securities in any entity affiliated with
                the
                Company) in any person, firm, corporation, or business entity (whether
                as
                an employee, officer, director or consultant) that engages in an
                activity
                in any state in which the Company or its affiliates is conducting
                or has
                reasonable expectations of commencing business activities at the
                date of
                the Executive's termination of employment, which is the same as,
                similar
                to, or competitive with retail product distribution systems and or
                bulk
                vending systems.

            


    

    


    
      	9.  	
              Equitable
                Remedies.
                The Executive acknowledges that the Company would be irreparably
                injured
                by a violation of Sections 6, 7 and 8 and agrees that the Company,
                in
                addition to other remedies available to it for such breach or threatened
                breach, shall be entitled to a preliminary injunction, temporary
                restraining order, other equivalent relief, restraining the Executive
                from
                any actual or threatened breach of Sections 6, 7 and 8 without any
                bond or
                other security being required.

            


    

     

     

    
      
        
        

      

      
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      	10.  	
              Defence
                of Claims.
                The Executive agrees that, during his employment with the Company
                and
                after his termination, he will cooperate with the Company and its
                affiliates in the defence of any claims that may be made against
                the
                Company or its affiliates to the extent that such claims may relate
                to
                services performed by him for the Company. To the extent travel is
                required to comply with the requirements of this Section 8, the Company,
                shall to the extent possible, provide the Executive with notice at
                least
                10 days prior to the date on which such travel would be required
                and the
                Company agrees to reimburse the Executive for all of his reasonable
                actual
                expenses associated with such travel; provided, however, that if
                the
                Company reasonably expects the travel to be extensive or unduly burdensome
                to the Executive from a financial perspective, the Company may provide
                to
                the Executive pre-paid tickets for transportation in connection with
                such
                travel.

            


    

    


    
      	11.  	
              Notices.
                Notices provided for in this Agreement shall be in writing and shall
                be
                deemed to have been duly received when delivered in person or sent
                by
                facsimile transmission, on the first business day after it is sent
                by air
                express courier service or on the second business day following deposit
                in
                the Post Office registered or certified mail, return receipt requested,
                postage prepaid and addressed, 

            


    

    


    
      	11.1.  	
              in
                the case of the Company to the following address:
                

            


    

    


    Yaletown
      Capital Inc,

    Suite
      200
      - 3083 Grandview Hwy

    Vancouver,
      BC

     

    
      	11.2.  	
              or
                to the Executive: 

            


    

    


     Peter
      Miele

    
      	 	 	
               2434
                Nelson Ave. West Vancouver, V7V
                2P8

            


    

    


    
      	11.3.  	
              or
                such other address as either party may have furnished to the other
                in
                writing in accordance herewith, except that a notice of change of
                address
                shall be effective only upon actual
                receipt.

            


    

    


    
      	12.  	
              Successors.
                This Agreement shall be binding on, and inure to the benefit of,
                the
                Company and its successors and assigns and any person acquiring,
                whether
                by merger, reorganization, consolidation, by purchase of assets or
                otherwise, all or substantially all of the assets of the
                Company.

            


    

    


    
      	13.  	
              Non-alienation.
                The interests of the Executive under this Agreement are not subject
                to the
                claims of his creditors, other than the Company, and may not otherwise
                be
                voluntarily or involuntarily assigned, alienated or
                encumbered.

            


    

    


    
      	14.  	
              Waiver
                of Breach.
                The waiver by either the Company or the Executive of a breach of
                any
                provision of this Agreement shall not operate as or be deemed a waiver
                of
                any subsequent breach by either the Company or the Executive. Continuation
                of payments hereunder by the Company following a breach by the Executive
                of any provision of this Agreement shall not preclude the Company
                from
                thereafter terminating said payments based upon the same
                violation.

            


    

     

     

    
      
        
        

      

      
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      	15.  	
              Severability.
                It
                is mutually agreed and understood by the parties that should any
                of the
                agreements and covenants contained herein be determined by any court
                of
                competent jurisdiction to be invalid by virtue of being vague or
                unreasonable, including but not limited to the provisions of Sections
                5, 6
                and 7, then the parties hereto consent that this Agreement shall
                be
                amended retroactive to the date of its execution to include the terms
                and
                conditions said court deems to be reasonable and in conformity with
                the
                original intent of the parties and the parties hereto consent that
                under
                such circumstances, said court shall have the power and authority
                to
                determine what is reasonable and in conformity with the original
                intent of
                the parties to the extent that said covenants and/or agreements are
                enforceable.

            


    

    


    
      	16.  	
              Applicable
                Law.
                This Agreement shall be construed in accordance with the laws of
                the State
                of Nevada, USA or such other jurisdiction as the parties agree to
                in
                writing.

            


    

    


    
      	17.  	
              Currency.
                All
                dollar amounts referred to in this Agreement are the currency of
                the
                United States of America and in US
                Dollars.

            


    

    


    
      	18.  	
              Amendment.
                This Agreement may be amended or cancelled by mutual Agreement of
                the
                parties in writing without the consent of any other
                person.

            


    

    


    


    


    


    
      	19.  	
              Counterparts.
                This Agreement may be executed in any number of counterparts, each
                of
                which when so executed and delivered shall be an original, but all
                such
                counterparts shall together constitute one and the same instrument.
                Each
                counterpart may consist of a copy hereof containing multiple signature
                pages; each signed by one party hereto, but together signed by both
                of the
                parties hereto.

            


    

    


    
      	20.  	
              Arbitration
                & Legal Fees.
                The Executive and the Company in good faith negotiations for the
                purpose
                of reaching an amicable resolution shall discuss disputes arising
                out of
                or in connection with the interpretation and application of this
                Agreement. Without prejudice to the Company's rights under Section
                8 of
                this Agreement, any such disputes which cannot be settled amicably
                within
                thirty (30) days after written notice by one party to the other (or
                after
                such longer period agreed to in writing by the parties), shall thereafter
                be settled by binding arbitration in accordance with the laws of
                the state
                of Nevada and the then current Rules of Procedure for Commercial
                Arbitration generally accepted within the state. The arbitration
                tribunal
                shall consist of three (3) arbitrators chosen by each Party naming
                one
                Arbitrator and they in turn picking a third. The decision of the
                tribunal
                shall be final and binding and no appeal shall lie there from. The
                tribunal shall have the power to order one party to contribute to
                the
                reasonable costs and expenses of the other party, or to pay all or
                any
                portion of the costs of the arbitration, as the panel determines
                in its
                discretion..

            


    

     

     

    
      
        
        

      

      
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      	20.1.  	
              The
                Executive is entitled to timely payments (not later than 30 calendar
                days
                after notice from the Executive) from the Company of reasonable attorney
                fees incurred by the Executive in the event of a dispute arising
                out of or
                in connection with the interpretation and application of this
                Agreement.

            


    

    


    
      	21.  	
              Other
                Agreements.
                This Agreement constitutes the sole and complete Agreement between
                the
                Company and the Executive and supersedes all other agreements, both
                oral
                and written, between the Company and the Executive with respect to
                the
                matters contained herein, provided, however, that this Agreement
                does not
                supersede the Change in Control Agreement or Severance Plan. No verbal
                or
                other statements, inducements, or representations have been made
                to or
                relied upon by the Executive. The parties have read and understand
                this
                Agreement.

            


    

    


    IN
      WITNESS WHEREOF
      the parties have executed this Agreement as of the day and year first above
      written.

    


    
      	 Yaletown Capital
              Inc.	 	 	 
	 Per:
              

              Authorized
                Signatory      

            	 	 	 
	
               

            	 	 	 
	
              
                

              

              Witness
                Name:

            	 	
              
                

              

              Peter
                Miele

            	 
	 

              

              Address

            	 	 	 
	 

              

              Phone
                No:

            	 	 	 


    

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Schedule
      “A” Head of Marketing 

    


    


     

    Overview:
      The
      Head
      of Marketing must clearly identify on an ongoing basis who the Company is to
      its
      intended customers. The individual must be capable of taking each product and
      service and maintain a brand across all mediums. 

     

     

    The
      job
      description for the position of “Head of Marketing” will include the following
      items:

     

     

    Takes
      overall responsibility for ensuring a marketing program is consistent with
      the
      company image and supports the company's business plan. 

     

    In
      collaboration with the management team, develops overall marketing program
      that
      supports the company business plan. 

    


    Develops
      consistent look of all marketing collateral, including similar materials,
      brochures, advertisements, and point-of-sale materials. 

    


    Works
      with outside sources such as graphics and production houses to produce marketing
      collateral. 

    


    Coordinates
      promotional products program, ensuring all products are consistent with the
      overall marketing image. 

    


    Maintains
      and updates the layouts and presentations of product spec sheets and user
      manuals. Works with technical staff to integrate the technical content.


    


    Ensures
      all corporate communication is consistent with the overall branding image.
      

    


    Remains
      current on industry developments, and makes recommendations related to marketing
      activities.

     

     

     

     

    
9