EXHIBIT 10.1
                                  ------------


                                 MEDIAVEST, INC.


                                                   _____________, 2006




David Chazen
317 Park Avenue
Aspen, CO 81611

Dear David:

      It is our  pleasure  to  extend  to you an offer to become a member of the
Board of Directors and the President of Mediavest,  Inc. (the "Company"). If you
accept,  this letter shall serve as our agreement  (this  "Agreement") as to the
terms and conditions of your employment, which would begin on the date hereof.

      1. Title.  You will serve on the Board of Directors  of the  Company.  You
will also be employed by the Company as President of the Company.

      2. Employment At Will.  Your employment  hereunder will be on an "at-will"
basis and may be  terminated  by the  Company or by you for any reason or for no
reason.

      3.  Compensation.  During your  employment  by the Company,  commencing on
September  1, 2006,  you shall  receive a base salary at the rate of $10,000 per
month.

      4.  Withholding.  The Company  shall  deduct from amounts to which you are
entitled  pursuant to this  Agreement all  applicable  federal,  state and local
taxes and other charges which it may now or hereafter be required to deduct.

      5. Entire  Agreement;  Modification.  This Agreement sets forth the entire
understanding  of the  parties  with  respect  to  the  subject  matter  hereof,
supercedes all existing  agreements between them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party.

      6.  Severability.  If any  provision  of this  Agreement  shall be held or
deemed to be invalid,  inoperative  or  unenforceable  as  written,  it shall be
construed to the  greatest  extent  possible,  in a manner which shall render it
valid, operative and enforceable, and any limitation on the scope or duration of
any such provision  necessary to make it valid,  operative and enforceable shall
be deemed to be a part thereof.

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      7.  Assignment;  Binding Effect.  Your rights and  obligations  under this
Agreement  shall not be  transferable  by assignment  or otherwise,  such rights
shall  not be  subject  to  commutation,  encumbrance  or  the  claims  of  your
creditors,  and any  attempt  to do any of the  foregoing  shall  be  void.  The
provisions of this Agreement shall be binding upon and inure to your benefit and
the  benefit of your heirs and  personal  representatives,  and shall be binding
upon and inure to the benefit of the Company and its successors and assigns.

      8.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New  York,  without  giving  effect to
conflicts of law.

      If the foregoing accurately reflects our agreement, please sign two copies
of this letter in the space provided below and return it to the undersigned.

                                      Very truly yours,


                                      MEDIAVEST, INC.


                                      By:
                                         ---------------------------------------
                                           Robert Ellin, Chief Executive Officer




ACCEPTED AND AGREED TO:


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       David Chazen