ex10_5.htm


    
      

    

    
      AGENCY
        AGREEMENT

       Ildiko
        Rozsa


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      AGENCY
        AGREEMENT


      


      Entered
        into by and between

      
        	
                name:

              	
                Vidatech
                  Technológiai Kutató, Fejlesztő és Szolgáltató
                  Kft.

              


      

      
        	
                head
                  office:

              	
                H-1095
                  Budapest, Soroksári út 94-96.

              


      

      
        	
                company
                  registration No.:

              	
                01-09-870107

              


      

      
        	
                tax
                  No.:

              	
                13727626-2-43

              


      

      
        	
                bank
                  account No.:

              	
                10104167-57302700-01000003

              


      

      
        	
                represented
                  by:

              	
                Viktor
                  Rozsnyay

              


      

      as
        Principal (hereinafter: „Principal”), on the
        one hand,

      and

      
        	
                name:

              	
                RIBZ
                  Plus Tanácsadó Kft.

              


      

      
        	
                head
                  office:

              	
                1066
                  Budapest, Teréz krt. 22.

              


      

      
        	
                company
                  registration No.:

              	
                01-09-880262

              


      

      
        	
                tax
                  No.:

              	
                13926791-2-42

              


      

      
        	
                bank
                  account No.:

              	
                10918001-00000036-62070000

              


      

      as
        Agent (hereinafter: „Agent”), on the other
        hand, (referred to hereinafter collectively as „Contracting
        Parties”)

      at
        the
        place and date stated below, under the following terms and
        conditions:

      


      


      §
        1

      JOB

      
        	
              	
                1.1.

              	
                The
                  Principal employs the Agent as Finance Manager / Chief Financial
                  Officer.

              


      

      
        	
              	
                 

              	
                1.2.
                  The Principal entrusts the Agent, with the contents and under the
                  conditions set forth in this Agreement, with the performance of
                  the tasks
                  set forth in this Agreement and the Agent declares that it accepts
                  the
                  agency and will perform the tasks set forth in this Agreement at
                  a high
                  standard expectable of it.

              


      

      
        	
              	
                1.3.

              	
                The
                  Agent will execute the task set forth in Clause 1.1 with the personal
                  contribution of RÓZSA Ildikó.

              


      

      
        	
              	
                1.4.

              	
                The
                  Agent declares that both the company and the person appointed for
                  the
                  fulfilment of the agency have all capabilities and experience necessary
                  for the performance of the tasks expected of them by the Principal
                  with
                  regard to the subject-matter of this
                  Agreement.

              


      

      
        	
              	
                1.5.

              	
                The
                  activity of the Agent includes particularly the fulfilment of the
                  following tasks:

              


      

      
        	
              	
                 

              	
                Performance
                  of data supply tasks relating to the activity of the business association,
                  performance of controlling and evaluation
                  tasks.

              


      

      
        	
              	
                 

              	
                The
                  detailed description of the tasks belonging to the job of the Agent
                  is
                  contained in the Job Description attached to this Agreement. The
                  Job
                  Description forms the inseparable part of this Agreement (Annex
                  No. 1).

              


      

      
        	
              	
                1.6.

              	
                Over
                  and above the sphere of cooperation set forth in Clause 1.1 both
                  the
                  Principal and the Agent may act freely, independently of each other,
                  but
                  their market activities shall be led by loyalty towards each other,
                  complying with the ethical norms of the
                  profession.

              


      

      


      §
        2

      TERM
        OF THE AGREEMENT

       2.1.
        The Contracting Parties conclude the agency for an indefinite period of
        time.

       2.2.
        The commencement of the agency is the commencement of the activity of the
        Agent,
        i.e.:

      
        	
              	
                ·

              	
                24
                  October 2007

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      §
        3

      REMUNERATION

      
        	
              	
                3.1.

              	
                HUF
                  20,000 + VAT / hour, say Twenty thousand Forints + VAT / hour,
                  monthly
                  settlement of accounts on the basis of appropriated
                  hours.

              


      

      The
        fee
        includes the direct costs of the Agent.

      The
        Agent
        is entitled to cost refund in connection with the performance of the agency,
        over and above the fee of agency.

      The
        Principal shall pay the fee within 10 days reckoned from the receipt by the
        Principal of an invoice, submitted on the basis of settlement of accounts
        approved after the performance of the task.

      


      §
        4

      PLACE
        OF THE PERFORMANCE OF WORK

      The
        Agent
        may perform the work at a place other than the head office of the Principal.
        The
        Agent agrees that, according to the characteristics of the job, it shall
        also
        perform work at head office of the Principal.

      


      §
        5

      TERMINATION

      
        	
                 

              	
                ●

              	
                by
                  both parties, by a 30-day written
                  notice

              


      

      
        	
                 

              	
                ●

              	
                with
                  common consent

              


      

      The
        Agent
        agrees to return to the company all documents relating to the agency, taken
        over
        or handled by it or by the person appointed to the fulfilment of the agency
        and
        to hand over to the eventual recipient the information relating to the
        performance of its tasks at the day of the termination of the
        agency.

      


      §
        6

      EXERCISE
        OF AGENT’S RIGHTS

      The
        assignment of agent’s rights is not allowed.

      


      §
        7

      CONFIDENTIALITY

      The
        Agent
        shall keep the business secrets becoming known to it during the term of or
        in
        connection with the agency without any limitation in time. All
        facts, data, information or solutions related to the economic activity of
        the
        Principal shall qualify as business secret, the confidentiality of which
        is in
        the economic or other interests to be appreciated of the Principal. The
        Agent
        acknowledges that the violation of its aforementioned obligation may serve
        as
        basis for its civil law or penal law responsibility, over and above the agency
        agreement.

      


      §
        8

      APPLICABLE
        LAW

      In
        the
        issues not regulated in this Agreement the provisions of the Civil Code,
        as well
        as of other Hungarian legal rules in force from time to time shall be
        governing.

      


      §
        9

      INVALID
        PROVISIONS

      If
        any
        provision of this Agreement is or becomes invalid, this shall not affect
        the
        validity of the other provisions, save for the case, if the Contracting Parties
        had not entered into the Agreement without such invalid provision. In the
        event
        of partial invalidity the statutory provisions relating to contracts of agency
        shall be applicable mutatis mutandis.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      §
        10

      AMENDMENT
        to the Agency Agreement

      The
        amendment to this Agreement is only valid in writing. Oral agreements are
        invalid.

      


      §
        11

      GENERAL
        PROVISIONS

      


      11.1.
        This Agreement was prepared in 2 counterparts. Annex No. 1 to the Agreement
        forms the inseparable part of the Agreement.

      


      11.2.
        This Agreement was prepared in the Hungarian language. Hungarian is the
        governing language of the Agreement.

      


      


      Budapest,
        24 October 2007

      


      


      
        	
                /s/
                  Ildiko Rozsa

              	
                /s/
                  Viktor Rozsnyay

              
	
                Agent

              	
                President
                  & CEO

              
	 	
                Power
                  of the Dream Ventures, Inc.

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Annex
        No.
        1

       

      AGENCY
        AGREEMENT

      


      Finance
        Manager / Chief Financial Officer

      


      


      JOB
        DESCRIPTION


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      Job
        Description

       

      Name:

      
        	
                 

              	
                ·

              	
                RÓZSA
                  Ildikó

              


      

       

      Job:

      
        	
                 

              	
                ·

              	
                Finance
                  Manager / Chief Financial Officer

              


      

       

      Direct
        superior:

      
        	
                 

              	
                ·

              	
                President
                  & CEO / Vice President &
Secretary

              


      

       

      Direct
        subordinate:

      
        	
                 

              	
                ·

              	
                Chief
                  Accountant

              


      

      
        	
                 

              	
                ·

              	
                Chief
                  accountants of affiliates

              


      

       

      Her
        managerial tasks:

      
        	
                 

              	
                ·

              	
                Perform
                  the supervision of the economic branches of the group of
                  companies.

              


      

      
        	
                 

              	
                ·

              	
                Enforce
                  the objectives and plan tasks, relating to the economic branch,
                  of the
                  Company.

              


      

      
        	
                 

              	
                ·

              	
                Perform
                  the aim-setting, planning, organisational, managing, controlling
                  and
                  evaluation tasks related to the activity of the economic
                  branch.

              


      

      
        	
                 

              	
                ·

              	
                Secure
                  the work conditions and operation of the economic branch, develop
                  an
                  operational information system.

              


      

      
        	
                 

              	
                ·

              	
                Draft,
                  systematise and hand out the tasks.

              


      

      
        	
                 

              	
                ·

              	
                Manage
                  the (financial and workforce) resources of the economic
                  branch.

              


      

      
        	
                 

              	
                ·

              	
                Determine
                  jobs, elaborate headcount
                  standards.

              


      

      
        	
                 

              	
                ·

              	
                Develop
                  the division of work best suitable for the fulfilment of tasks,
                  harmonise
                  part tasks, regulate the
                  operations.

              


      

      
        	
                 

              	
                ·

              	
                Elaborate
                  the incentive system of the economic
                  branch.

              


      

      
        	
                 

              	
                ·

              	
                Reveal
                  the operational deficiencies of the economic branch, improve the
                  working
                  method, secure the ability of
                  development.

              


      

      
        	
                 

              	
                ·

              	
                Execute
                  the tasks, relating to the economic field, of the Company’s human
                  policy.

              


      

      
        	
                 

              	
                ·

              	
                Evaluate
                  the work of the subordinates.

              


      

      
        	
                 

              	
                ·

              	
                Develop
                  her qualifications and management
                  methods.

              


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      Her
        professional tasks:

      
        	
                 

              	
                ·

              	
                The
                  Finance Manager checks the economic, financial, accounting and
                  HR work of
                  the Company

              


      

      
        	
                 

              	
                ·

              	
                Promote
                  the economical operation of the Company and the efficient utilisation
                  of
                  the assets thereof, create the conditions necessary for
                  it.

              


      

      
        	
                 

              	
                ·

              	
                Elaborate
                  the planning and checking system of the Group, evaluate the operations
                  and
                  improve them on a continuous basis.

              


      

      
        	
                 

              	
                ·

              	
                Responsible
                  for the integrity of accountancy regulations and check the observation
                  and
                  application thereof.

              


      

      
        	
                 

              	
                ·

              	
                Responsible
                  for the application and causing to observe the Accounting Policy
                  of the
                  company.

              


      

      
        	
                 

              	
                ·

              	
                Participate
                  in the development of various reports, system of accounts and chart
                  of
                  accounts.

              


      

      
        	
                 

              	
                ·

              	
                Organise
                  the monthly and quarterly US
                  closings.

              


      

      
        	
                 

              	
                ·

              	
                Organise
                  the annual Hungarian closing.

              


      

      
        	
                 

              	
                ·

              	
                Organise
                  and execute the annual audit within the
                  Group.

              


      

      
        	
                 

              	
                ·

              	
                Contact
                  person for the management of the company in taxation and accounting
                  issues.

              


      

      
        	
                 

              	
                ·

              	
                Responsible
                  for checking the cash in hand and bank
                  booking.

              


      

      
        	
                 

              	
                ·

              	
                Responsible
                  for the development, introduction of and causing to observe the
                  unified
                  Money Handling Regulations.

              


      

      
        	
                 

              	
                ·

              	
                Responsible
                  for checking the preparation of monthly tax
                  returns.

              


      

      
        	
                 

              	
                ·

              	
                Responsible
                  for the minimisation of taxation problems by revealing the deficiencies,
                  strive for the elimination of such
                  deficiencies.

              


      

      
        	
                 

              	
                ·

              	
                Responsible
                  for the performance of consolidation at the level of PDV both towards
                  the
                  owner and the SEC.

              


      

      
        	
                 

              	
                ·

              	
                Responsible
                  for the preparation of the quarterly reports of the companies according
                  to
                  the international rules and for the conduction of the relevant
                  audit.

              


      

      
        	
                 

              	
                ·

              	
                Responsible
                  for the application and observation of the US GAAP Accounting Policies
                  of
                  the companies.

              


      

      
        	
                 

              	
                ·

              	
                Responsible
                  for the preparation of the Balance Sheet, Profit and Loss Account
                  and Cash
                  Flow Statement according to the international rules. Also the preparation
                  of the Complementary Annex [Notes] belongs to her
                  responsibility.

              


      

      
        	
                 

              	
                ·

              	
                Manage
                  the planning activity, prepare business
                  plans.

              


      

      
        	
                 

              	
                ·

              	
                Monitor
                  and evaluate the fulfilment of the
                  plans.

              


      

      
        	
                 

              	
                ·

              	
                Prepare
                  evaluation on the economic efficiency of the totality of the group
                  of
                  companies and of the individual business
                  fields.

              


      

      
        	
                 

              	
                ·

              	
                Organise,
                  manage and control the economic, financial, accounting and labour
                  law
                  activities of the group of
                  companies.

              


      

      
        	
                 

              	
                ·

              	
                Develop
                  the accounting information system of the group of companies, supervision
                  of compliance with discipline regarding the handling of accounting
                  certificates and vouchers.

              


      

      
        	
                 

              	
                ·

              	
                Prepare
                  the annual accounts, compiling the business report for the members’
                  meeting.

              


      

      
        	
                 

              	
                ·

              	
                Participate
                  in the elaboration of development
                  objectives.

              


      

      
        	
                 

              	
                ·

              	
                Ensure
                  steadily the financial balance of the Group, prepare liquidity
                  plans,
                  monitor and evaluate the
                  implementation.

              


      

      
        	
                 

              	
                ·

              	
                Organise
                  and control the cash flow, arrange bank and credit
                  matters.

              


      

      
        	
                 

              	
                ·

              	
                Manage
                  the performance of obligations towards the state budget and the
                  procedures
                  of tax return, tax payment and tax
                  reclaiming.

              


      

      
        	
                 

              	
                ·

              	
                Control
                  the cost management, elaborate a cost accounting
                  system.

              


      

      
        	
                 

              	
                ·

              	
                Provide
                  for the collection of customer receivables and for the fulfilment
                  of
                  suppliers’ payables.

              


      

      
        	
                 

              	
                ·

              	
                Provide
                  for the adaptation to the group of companies of the Labour Code
                  and other
                  labour law provisions and for the fulfilment of the relevant
                  tasks.

              


      

       

      She
        decides on:

      
        	
                 

              	
                ·

              	
                The
                  development and regulation of the economic, financial, accounting
                  and HR
                  processes, as well as the information system of the group of
                  companies.

              


      

      
        	
                 

              	
                ·

              	
                Collecting
                  customer debts.

              


      

      
        	
                 

              	
                ·

              	
                Execution
                  tasks of the financial field.

              


      

      
        	
                 

              	
                ·

              	
                The
                  matters of corporate signature referred to her
                  competence.

              


      

      
        	
                 

              	
                ·

              	
                The
                  employer’s rights referred to her
                  competence.

              


      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      She
        prepares decisions on:

      
        	
                 

              	
                ·

              	
                Granting
                  and withdrawal of the right of
                  remittance.

              


      

      
        	
                 

              	
                ·

              	
                The
                  annual business plan of the Group.

              


      

      
        	
                 

              	
                ·

              	
                The
                  incentive system of the Company.

              


      

      
        	
                 

              	
                ·

              	
                Concluding
                  contracts.

              


      

      
        	
                 

              	
                ·

              	
                Raising
                  credits.

              


      

       

      She
        is responsible for the following:

      
        	
                 

              	
                ·

              	
                Observation
                  of and causing to observe the provisions regulating the tasks and
                  operations of the economic branch

              


      

      
        	
                 

              	
                ·

              	
                Observation
                  of and causing to observe the work discipline, discipline regarding
                  the
                  handling of accounting certificates and vouchers and the deadlines
                  of the
                  performance of tasks.

              


      

      
        	
                 

              	
                ·

              	
                Workmanlike
                  fulfilment of and causing to fulfil the work task, genuineness
                  and
                  accuracy of information supplies.

              


      

      
        	
                 

              	
                ·

              	
                Causing
                  the employees to understand, observe and execute the laws, other
                  legal
                  rules and internal regulations relating to her special
                  field.

              


      

      
        	
                 

              	
                ·

              	
                Success
                  of the work of the economic branch, high-standard and effective
                  fulfilment
                  of the tasks referred to the scope of
                  activities.

              


      

      
        	
                 

              	
                ·

              	
                Ensuring
                  cooperation among the organisational units subject to her
                  management.

              


      

      
        	
                 

              	
                ·

              	
                Enforcement
                  of the interests of the company.

              


      

      
        	
                 

              	
                ·

              	
                Keeping
                  and causing to keep the business secret, observation of security
                  measures.

              


      

      
        	
                 

              	
                ·

              	
                Efficient
                  contribution to the preservation and increasing of the assets of
                  the
                  company.

              


      

      
        	
                 

              	
                ·

              	
                Professional
                  aptitude and development of the employees subject to her
                  management.

              


      

      
        	
                 

              	
                ·

              	
                Good
                  workplace atmosphere.

              


      

      


      She
        maintains work relations with:

      
        	
                 

              	
                ·

              	
                the
                  Managing Director,

              


      

      
        	
                 

              	
                ·

              	
                the
                  managers of the other organisational units of the group of
                  companies,

              


      

      
        	
                 

              	
                ·

              	
                the
                  employees of the organisational unit headed by
                  her,

              


      

      
        	
                 

              	
                ·

              	
                the
                  tax authority,

              


      

      
        	
                 

              	
                ·

              	
                social
                  security organs,

              


      

      
        	
                 

              	
                ·

              	
                banks,
                  financial institutions,

              


      

      
        	
                 

              	
                ·

              	
                financial
                  organisations serving the interests of
                  owners.

              


      

      


      Substitution:

      
        	
                 

              	
                ·

              	
                In
                  the event of her absence or incapacitation primarily the Chief
                  Accounting
                  Officer

              


      

       

      


      
        	
                 

              	
                ·

              	
                In
                  case of substitution further limitation of
                  competence:

              


      

      
        	
                 

              	
                o

              	
                In
                  development issues

              


      

      
        	
                 

              	
                o

              	
                In
                  the exercise of employer’s rights

              


      

       

      


      Legal
        rules and prescriptions:

      
        	
                 

              	
                ·

              	
                Accounting
                  Act and other legal rules relating to
                  accounting.

              


      

      
        	
                 

              	
                ·

              	
                Laws
                  and legal rules relating to
                  taxation.

              


      

      
        	
                 

              	
                ·

              	
                Financial
                  laws and other legal rules.

              


      

      
        	
                 

              	
                ·

              	
                The
                  Labour Code and other legal rules relating to HR and social
                  security.

              


      

      
        	
                 

              	
                ·

              	
                Prescriptions
                  of the Central Office of
                  Statistics.

              


      

      
        	
                 

              	
                ·

              	
                Organisational
                  and operational regulations.

              


      

      
        	
                 

              	
                ·

              	
                Job
                  descriptions and internal regulations relating to her work
                  field.

              


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      Requirements
        related to filling the position:

      


      
        	
                 

              	
                ·

              	
                University
                  or college degree in economics or accountancy and
                  finance,

              


      

      
        	
                 

              	
                ·

              	
                at
                  least 5 years of managerial
                  experience,

              


      

      
        	
                 

              	
                ·

              	
                Certificate
                  of clean criminal record.

              


      

       

      


      Date
        of
        entry into force: 24 October 2007

      


      


      Budapest,
        24 October 2007

      


      


      
        	
                Acknowledged
                  by:

              	
                Approved
                  by:

              
	 	 
	 	 
	 	 
	
                /s/
                  Ildiko Rozsa

              	
                /s/
                  Viktor Rozsnyay

              
	
                Agent

              	
                President
                  & CEO

              
	 	
                Power
                  of the Dream Ventures, Inc.

              


      

       

    

     

    9