STRATEGIC RELATIONSHIP AGREEMENT

Exhibit 4.7

Structuring Agreement with Lionheart

THIS AGREEMENT is made this 26 ^th 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").

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 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 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.

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 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:

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