ex10_15.htm


    
      
        

      

    

    Exhibit
      10.15

    AMENDMENT
      NO. 1 TO LETTER CONSULTING AGREEMENT

    BY
      AND BETWEEN

    POWER
      OF THE DREAM VENTURES, INC. AND

    MR.
      GABOR SZILAGYI

    


    *
      * *
      *

    


    


    AMENDMENT
      NO. 1 dated June 1, 2007 (the “Amendment”) to Letter Consulting
      Agreement dated June 6, 2007 by and between Power of the Dream Ventures, Inc.,
      a
      Delaware corporation (the “Company”) (the “Agreement”) and Dr. Gabor Szilágyi
      (“Consultant or GSZ”).

     

    
      R
        E C I T A L
S:

    

     

    WHEREAS,
      GSZ and the Company entered into the Agreement on June 6, 2007,
      pursuant to which, GSZ is to provide business consulting services to and for
      the
      benefit of the Company;

    


    WHEREAS,
      in consideration for his business consulting services, GSZ is to be
      paid a one-time payment of one hundred thousand (100,000) shares of Common
      Stock, $.0001 par value per share, of the Company (the “Consulting
      Shares”);

    


    WHEREAS,
      it was always contemplated between the parties that the issuance of
      the
      Consulting Shares to GSZ was to be effected pursuant to the registration
      exemption provided by Regulation S as promulgated under the Securities Act
      of
      1933, as amended (the “1933 Act”);

    


    WHEREAS,
      this Amendment is for the express and limited purpose of documenting
      and confirming that all of the pre-requisites for qualification under Regulation
      S exist with respect to the Company’s issuance and delivery of the Consulting
      Shares to GSZ.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants
      and conditions herein contained, the Agreement is hereby amended by this
      Amendment as follows:

    


    
      	
               

            	
              1.

            	
              A
                new Section “M” is hereby added to the Agreement which shall read, in its
                entirety, as follows:

            


    

    


    “M.         Regulation
      S Representations, Warranties & Covenants.

    


    GSZ
      further acknowledges, represents, warrants and covenants to the Company
      that:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      (a)           the
        Consulting Shares are being offered and sold to GSZ in reliance on the
        exemptions from the registration requirements of the 1933 Act provided by
        the
        provisions of Regulation S as promulgated under the 1933 Act, and that the
        Consulting Shares may not be resold in the United States or to a US Person
        as
        defined in Regulation S, except pursuant to an effective registration statement
        or an exemption from the registration provisions of the 1933 Act as evidenced
        by
        an opinion of counsel acceptable to the Company, and that in the absence
        of an
        effective registration statement covering the Consulting Shares or an available
        exemption from registration under the 1933 Act, the Consulting Shares must
        be
        held indefinitely.  GSZ further acknowledges that neither this
        Amendment nor the Agreement is intended as a plan or scheme to evade the
        registration requirements of the 1933 Act;

      


      (b)           GSZ
        is a resident of the Republic of Hungary;

      


      (c)           GSZ
        is not a “US Person” as that term is defined in Rule 902 of Regulation S, as
        more fully set forth in Section 2 of this Amendment;

      


      (d)           GSZ
        is not, and on the date that he receives the Consulting Shares will not be,
        an
        affiliate of the Company;

      


      (e)           that
        all offers and sales of the Consulting Shares shall be made in compliance
        with
        all applicable laws of any applicable jurisdiction and, particularly, in
        accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant
        to
        registration of the Consulting Shares under the 1933 Act or pursuant to an
        exemption from registration.  In any case, none of the Consulting
        Shares have been and will be offered or sold by GSZ to, or for the account
        or
        benefit of a U.S. Person or within the United States until after the end
        of a
        one year period commencing on the date on which this Amendment is accepted
        by
        the Company (the “Distribution Compliance Period”), except
        pursuant to an effective registration statement as to the Consulting Shares
        or
        an applicable exemption from the registration requirements of the 1933
        Act.

      


      (f)           the
        Consulting Shares have not been offered to GSZ in the United States and the
        individual making the decision to purchase the Consulting Shares and executing
        and delivering this Amendment on behalf of GSZ were not in the United States
        when the decision was made and this Amendment was executed and
        delivered;

      


      (g)           GSZ
        will not engage in any activity for the purpose of, or that could reasonably
        be
        expected to have the effect of, conditioning the market in the United States
        for
        any of the Consulting Shares; and

       

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (h)           neither
      GSZ nor any of his affiliates will directly or indirectly maintain any short
      position, purchase or sell put or call options or otherwise engage in any
      hedging activities in any of the Common Stock of the Company until after the
      end
      of the Distribution Compliance Period, and acknowledges that such activities
      are
      prohibited by Regulation S.”

    


    
      	
               

            	
              2.

            	
              A
                new Section “N” is hereby added to the Agreement, which shall read, in its
                entirety, as follows:

            


    

    


    “N.          Regulation
      S – Definition of US Person.

     

    Rule
      902
      (k)(1): "U.S. person" means:

     

    
      
        
          	
                	
                  i.

                	
                  Any
                    natural person resident in the United
                    States;

                


        

        
           

          
            	
                  	
                    ii.

                  	
                    Any
                      partnership or corporation organized or incorporated under
                      the laws of the
                      United
                      States;

                  


          

        

      

    

     

    
      	
            	
              iii.

            	
              Any
                estate of which any executor or administrator is a U.S.
                person;

            


    

     

    
      	
            	
              iv.

            	
              Any
                trust of which any trustee is a U.S.
                person;

            


    

     

    
      
        	
              	
                v.

              	
                Any
                  agency or branch of a foreign entity located in the United
                  States;

              


      

       

    

    
      	
            	
              vi.

            	
              Any
                non-discretionary account or similar account (other than an estate
                or
                trust) held by a dealer or other fiduciary for the benefit or account
                of a
                U.S. person;

            


    

     

    
      	
            	
              vii.

            	
              Any
                discretionary account or similar account (other than an estate or
                trust)
                held by a dealer or other fiduciary organized, incorporated, or (if
                an
                individual) resident in the United States;
                and

            


    

     

    
      	
            	
              viii.

            	
              Any
                partnership or corporation if:

            


    

     

    
      	
               

            	
              A.

            	
              Organized
                or incorporated under the laws of any foreign jurisdiction;
                and

            


    

     

    
      	
               

            	
              B.

            	
              Formed
                by a U.S. person principally for the purpose of investing in securities
                not registered under the Act, unless it is organized or incorporated,
                and
                owned, by accredited investors (as defined in Rule 501(a)) who are
                not
                natural persons, estates or trusts.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

      Rule
        902(k)(2):  The following are not "U.S. persons":

    

     

    
      	
               

            	
              i.

            	
              Any
                discretionary account or similar account (other than an estate or
                trust)
                held for the benefit or account of a non-U.S. person by a dealer
                or other
                professional fiduciary organized, incorporated, or (if an individual)
                resident in the United States;

            


    

     

    
      	
               

            	
              ii.

            	
              Any
                estate of which any professional fiduciary acting as executor or
                administrator is a U.S. person if:

            


    

     

    
      	
               

            	
              A.

            	
              An
                executor or administrator of the estate who is not a U.S. person
                has sole
                or shared investment discretion with respect to the assets of the
                estate;
                and

            


    

     

    
      	
               

            	
              B.

            	
              The
                estate is governed by foreign law;

            


    

     

    
      	
               

            	
              iii.

            	
              Any
                trust of which any professional fiduciary acting as trustee is a
                U.S.
                person, if a trustee who is not a U.S. person has sole or shared
                investment discretion with respect to the trust assets, and no beneficiary
                of the trust (and no settlor if the trust is revocable) is a U.S.
                person;

            


    

     

    
      	
               

            	
              iv.

            	
              An
                employee benefit plan established and administered in accordance
                with the
                law of a country other than the United States and customary practices
                and
                documentation of such country;

            


    

     

    
      	
               

            	
              v.

            	
              Any
                agency or branch of a U.S. person located outside the United States
                if:

            


    

     

    
      	
               

            	
              A.

            	
              The
                agency or branch operates for valid business reasons;
                and

            


    

     

    
      	
               

            	
              B.

            	
              The
                agency or branch is engaged in the business of insurance or banking
                and is
                subject to substantive insurance or banking regulation, respectively,
                in
                the jurisdiction where located; and

            


    

     

    
      	
               

            	
              vi.

            	
              The
                International Monetary Fund, the International Bank for Reconstruction
                and
                Development, the Inter-American Development Bank, the Asian Development
                Bank, the African Development Bank, the United Nations, and their
                agencies, affiliates and pension plans, and any other similar
                international organizations, their agencies, affiliates and pension
                plans.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      Rule902(l):  United
        States. "United States" means the
        United States of America, its territories and possessions, any State of the
        United States, and the District of Columbia.

    

    


    
      2.             Except
        as amended by this Amendment, the remaining terms and provisions of the
        Agreement shall remain unchanged.

       

    

    IN
      WITNESS WHEREOF, each of the Company and GSZ have executed this
      Amendment, agreeing to be bound by the terms hereof, as of the day and year
      first-above written.

     

    
      	 	
              POWER
                OF THE DREAM VENTURES, INC.

            
	 	 
	 	 
	 	
              By:

            	/s/
              Viktor Rozsnyay
	 	Name:	Viktor
              Rozsnyay, President
	 	    
	 	    


    

    
      	 	CONSULTANT:


    

    
      	 	 
	 	 
	 	By:	/s/
              Gabor Szilagyi, Dr
	  	
              Name:

            	
              Dr.
                Gabor Szilágyi

            


    

     

     

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