ex10_17.htm


    
      

    

    
      Exhibit
        10.17

      


      AMENDMENT
        TO INVENTION TRANSFER AGREEMENT

      


      *
        * * *

      


      AMENDMENT
        TO INVENTION TRANSFER AGREEMENT dated as of August 1, 2007 by and among
        each of VIDATECH Kft, a corporation organized under the laws of the Republic
        of
        Hungary (hereinafter, “Vidatech”); Power of the Dream Ventures, Inc., a Delaware
        corporation (hereinafter, “PDV”); Janos Salca and Viktor Salca, residents of the
        Republic of Hungary (each, unless otherwise specifically identified, an
“Inventor and, collectively, the “Inventors”).  Each of Vidatech, PDV
        and the Inventors is, unless otherwise specifically identified, a “Party” and,
        collectively, the “Parties.”

      


      R
        E C I T A L
S:

      


      WHEREAS,
        the Parties entered into an Invention Transfer Agreement on May
        24,
        2007 (the “Invention Transfer Agreement”), pursuant to which PDV’s wholly-owned
        subsidiary, Vidatech, obtained from the Inventors an assignment of patent
        rights
        in a certain hydroelectric energy producing technology based on converting
        river
        flow into electrical energy with slow-turning generating machines (the “River
        Power Technology”) as well as a right to commercialize the River Power
        Technology domestically and internationally; and

      


      WHEREAS,
        in exchange for the grant of these rights to PDV and Vidatech, the
        Inventors each received 50,000 shares of unregistered common stock, $.0001
        par
        value per share, for an aggregate of 100,000 shares of PDV (hereinafter,
        the
“PDV Shares”) as well as the right to share in the revenues generated from the
        commercialization of the River Power Technology, all as provided in the
        Invention Transfer Agreement; and

      


      WHEREAS,
        the Invention Transfer Agreement provides, mistakenly, through a
        cultural and language misunderstanding, that the shares are “registered,” but
        rather the Invention Transfer Agreement should have reflected their actual
        understanding that the PDV shares were not registered with the U.S. Securities
        & Exchange Commission (“SEC”), but that PDV would have an express obligation
        to register the PDV Shares with the SEC on a Form SB-2 for subsequent resale;
        and

      


      WHEREAS,
        although legally satisfying the requirements of Regulation S, as
        promulgated under the Securities Act of 1933, as amended (the “Act”), the
        Invention Transfer Agreement lacked the express requisite representations
        and
        warranties necessary for a third party to render a legal opinion in connection
        with the issuance and delivery of the PDV Shares to the Inventors;
        and

      


      WHEREAS,
        it is the Parties intention through the execution and delivery of
        this
        Amendment to confirm and clarify their prior understanding, although inartfully
        expressed in English in the Invention Transfer Agreement, that: (i) the PDV
        Shares were not, at the time of the execution and delivery of the Invention
        Transfer Agreement, registered were the SEC, but were being offered and sold
        to
        the Inventors pursuant to a registration exemption afforded by Regulation
        S, as
        promulgated under the Act; (ii) provide the express representations and
        warranties required for a third party to render a legal opinion regarding
        the
        issuance and delivery of the PDV Shares to the Inventors pursuant to Regulation
        S; and (iii) clarify that PDV would expressly undertake to
        register  the PDV Shares in the U.S. on a Form SB-2 for subsequent
        resale in the U.S.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants
        and conditions herein contained, IT IS HEREBY AGREED that the Invention Transfer
        Agreement is herein modified as follows:

      


      1.           PDV
        Shares Issued and Sold to
        Inventors.  The Inventors acknowledge
        and agree that the PDV Shares issued and sold to them on May 24, 2007 were
        not
        registered under the Act in the United States, and that the PDV Shares were
        offered and sold to them in reliance upon the registration exemption provided
        by
        Regulation S, as promulgated under the Act.

      


      2.           PDV
        Undertaking to Register the PDV Shares on a Form SB-2 at its Cost and
        Expense.  PDV confirms its undertaking
        and obligation to file a registration statement for the PDV Shares of the
        Inventors with the SEC on a Form SB-2, the costs and expenses of which
        registration statement shall be borne by PDV.  PDV will do all things
        that are commercially reasonable and within its power to cause the Form SB-2
        to
        be filed and to become effective and to permit the Inventors’ resale of their
        PDV Shares in the U.S. as soon as practicable.

      


      3.           Representations,
        Warranties and Covenants of the
        Inventors.  In connection with their
        purchase of the PDV Shares from PDV as provided in the Invention Transfer
        Agreement, the Inventors hereby, jointly and severally, acknowledge, represent,
        warrant and covenant to PDV and Vidatech that:

       

      (a)           the
        PDV Shares were offered and sold to the Inventors in reliance on the exemptions
        from the registration requirements of the Act provided by the provisions
        of
        Regulation S as promulgated under the Act, and that the PDV 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 PDV Shares or an available exemption from registration
        under the 1933 Act, the PDV Shares must be held indefinitely.  The
        Inventors further acknowledges that neither this Amendment nor the Invention
        Transfer Agreement is intended as a plan or scheme to evade the registration
        requirements of the Act;


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (b)           Each
        of the Inventors is a resident of the Republic of Hungary;

      


      (c)           None
        of the Inventors is a “US Person” as that term is defined in Rule 902 of
        Regulation S, as more fully set forth in Section 4 of this
        Amendment;

      


      (d)           Neither
        of the Inventors is, and on the date that they receive the PDV Shares will
        be,
        an affiliate of the Company;

      


      (e)           that
        all offers and sales of the PDV 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 PDV Shares under the Act or pursuant to an exemption
        from
        registration.  In any case, none of the PDV Shares have been and will
        be offered or sold by the Inventors 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 PDV Shares or an applicable exemption
        from the registration requirements of the Act.

      


      (f)           The
        PDV Shares have not been offered to the Inventors in the United States and
        the
        decision to purchase the PDV Shares as well as the execution and delivery
        of
        this Amendment on behalf of the Inventors were not in the United States when
        such decisions were made and this Amendment was executed and
        delivered;

      


      (g)           None
        of the Inventors will 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 PDV Shares; and

      


      (h)           None
        of the Inventors, nor any of their 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.”

      


      
        	
                 

              	
                1.

              	
                A
                  new Section 8s hereby added to the Agreement, which shall read,
                  in its
                  entirety, as follows:

              


      

      


      
        	
                 

              	
                “8

              	
                Regulation
                  S – Definition of US
                  Person.

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      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.

              


      

       

      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.

              


      

       

      Rule
        902(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
        Invention Transfer Agreement remain unchanged.

       

       

      [The
        remainder of this page has been left blank intentionally.  The
        signature of the parties appear on the next succeeding
        page.]


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, each of the Company, Vidatech and the Inventors 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
	 	 
	 	
                VIDATECH
                  Kft

              
	 	 
	 	 
	 	
                 

              	
                By:

              	
                /s/
                  Daniel Kun, Jr.

              
	 	 	
                Name:

              	Daniel
                Kun, Jr. Managing Director


      

       

       

      
        	 	
                INVENTORS:

              
	 	 
	 	 	By:	
                Viktor
                  Salca

              
	 	 	
                Name:

              	/s/
                Viktor Salca
	 	  
	 	  
	 	 	By:	
                /s/
                  Janos Salca

              	 
	 	 	Name:	Janos
                Salca	 


      

       

       

    

    6