Is this a good investment offer or is it a rip off?

I am an aspiring filmmaker trying to get more opportunities and break into the business. I am trying to get my first feature off the ground which I can shoot on a microbudget of 40K about. It would be a really low budget movie intended as a breakthrough movie in the spirit of El Mariachi or Paranormal Activity, in the sense that it's really low budget.

One director who has had more success than me and lives in LA, gave me a interesting proposition. He said that if I use my budget to direct my own movie, and give the budget to him and produce his movie, he will give me a co-producer credit as well as let me direct a couple of scenes in the movie.

He said that me getting to direct a couple of scenes, in an LA production as well as getting a co-producer credit will give me something to put in my portfolio that is worth a lot more than making my own movie, with the experience that I have so far.

What do you think. Is this a good proposal from him and I should go for it?