ex10_9.htm


    
      

    

    Exhibit
      10.9

     

    AMENDMENT
      NO. 1 TO LETTER CONSULTING AGREEMENT

    BY
      AND BETWEEN

    POWER
      OF THE DREAM VENTURES, INC. AND

    MR.
      MIHALY ZALA

    


    *
      * *
      *

    


    


    AMENDMENT
      NO. 1 dated
      June 2, 2007 (the “Amendment”) to Letter Consulting Agreement dated June 1, 2007
      by and between Power of the Dream Ventures, Inc., a Delaware corporation (the
      “Company”) (the “Agreement”) and Mr. Mihaly Zala (“Consultant or
      MZ”).

    


    RECITALS:

    


    WHEREAS,
MZ
      and the
      Company entered into the Agreement on June 1, 2007, pursuant to which, MZ is
      to
      provide business consulting services to and for the benefit of the
      Company;

    


    WHEREAS,
in
      consideration for his business consulting services, MZ 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
      MZ 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
      MZ.

    


    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.

    


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


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    (a)           the
      Consulting Shares are being offered and sold to MZ 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.  MZ 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)           MZ
      is a resident of the Republic of Hungary;

    


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

    


    (g)           MZ
      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
      MZ 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

        
          

        

      

      
        
        

      

    

     

    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
      Agreement shall remain unchanged.

    


    IN
      WITNESS WHEREOF, each of the Company and MZ 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:

            
	 	 	 	 
	 	 	 	
               

            
	 	 	/s/
              Mihaly Zala
	 	 	
              Name:

            	
              Mr.
                Mihaly Zala

            


    

     

     

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