Deal or No Deal? A Producer's Proposal

I met with a producer earlier in the week who wants to work with me on Passing Harold Blumenthal. That may be great news, but unfortunately it's not as clear cut as "I love your movie, I'd like to fund it with money that I have in place, I want you to direct it, and I want you to own 100% of it. Let's start tomorrow!" That would be great, but I thought some of you might be interested about what can be discussed at a real producer meeting. In fact, I'd like to invite any and all of you to participate in the process and give me your opinions. Decision by committee, if you will.

The Setup

I originally met this producer a ways back at a party of a mutual friend. We didn't keep in touch or anything, I just held onto his email. This producer is a nice guy with a good amount of experience making movies, but still hungry for more. After three years of Producing/Executive Producing at a fully-capitalized production company, this producer is now raising funds for a slate of films of his own. He would like to put my film, Passing Harold Blumenthal, at the top of that slate.

The Proposal

He anticipates having funds in place by July of 2011 and wants to put my Blumenthal's budget at $500,000. He would like to attach a few "name" actors and create a package to run by a sales agent to assess overall market value of the film. His proposed structure of things would have he and I splitting ownership of the film from a financial standpoint, but he alone would have final cut. Final cut is defined as the final, finished edit, look, and overall presentation of the movie. To have final cut is to have final say. It is the ultimate executive power from a creative standpoint.

At this point, he has raised no money.

The Question

Rather than tell you my thoughts on the matter, I'm curious to know what people think here. Does this sound like a deal worth making? Is the promise of money worth making some sacrifices? Who is more entitled to final cut in this situation, the money man or the creative man?