ex10_10.htm


    
      

    

    Exhibit
      10.10

    
 

    POWER
      OF THE DREAM VENTURES, INC.

    1095
      Budapest

    Soroksari
      ut 94-96

    Hungary

    Tel: +36-1-456-6061

    Fax:
      +36-1-456-6062

    


    May
      29,
      2007

    


    


    CONFIDENTIAL

    


    


    Mr.
      Gabor
      Kolossvary

    8000
      Szekesfehervar

    Lakatos
      u. 6. 1/4

    Hungary

    


    


    
      	
               

            	
              Re:

            	
              Business
                Services Consulting Agreement

            


    

    


    


    Dear
      Mr.
      Kolossvary:

    


    This
      letter (this “Agreement”)
      constitutes the agreement between Power of the Dream Ventures, Inc., a Delaware
      corporation and Mr. Gabor Kolossvary (“Consultant” or “GK”) pursuant to which GK
      will serve as a business consultant to the Company with respect to its business
      matters.  The terms of this Agreement are as follows:

    


    
      	
               

            	
              A.

            	
              Services.  At
                the Company’s request, GK shall provide specific business consulting
                services including, but not limited to the
                following:

            


    

    


    
      	
               

            	
              1.

            	
              assistance
                with testing approval(s) of the Company’s RiverPower initiative within
                Hungary and internationally, when
                appropriate;

            


    

    


    
      	
               

            	
              2.

            	
              assistance
                with the development of a testing and evaluation protocol to conform
                with
                Hungarian water management regulations of the Company’s RiverPower;
                and

            


    

    


    
      	
               

            	
              3.

            	
              general
                business development services as it relates to the Company’s RiverPower
                initiate based on GK’s twenty years of industry experience, as illustrated
                by GK’s curriculum vitae as attached in Annex
                B

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          Mr.
            Gabor
            Kolossvary      

          May
            29,
            2007      

          Page
            2

        

      

    

    


    


    B.           Fees
      and Expenses.  In connection with the
      services described in Section A above, the Company shall issue to GK a one-time
      payment of one hundred thousand (100,000) shares of the Company’s common stock,
      $.0001 par value per share upon the execution hereof, in consideration of
      securing his commitment to the Company for the term herein provided. In
      addition, the Company hereby agrees, from time to time upon request, to
      reimburse GK for all reasonable travel and other out-of-pocket expenses incurred
      in connection with GK’s engagement hereunder; provided,
however, that each individual
      expense in excess of
      Five Hundred and 00/100 Dollars ($500.00) shall require the prior written
      approval of the Company and, in any event, cumulative expenses of GK hereunder
      shall not exceed two thousand and 00/100 Dollars
      ($2,000.00).

    


     

    
      	
               

            	
              D.

            	
              Term
                of Engagement. Except as set forth below,
                the initial term of GK’s engagement will begin on the date hereof and end
                twelve (12) months from the date hereof.  Either party may
                terminate GK’s engagement before the end of the initial term hereto at any
                time, with or without cause, upon ten (10) days’ prior written notice to
                the other party.  Notwithstanding any such termination, the
                provisions in this Agreement regarding Fees and Expenses, Use of
                Information, Indemnity, Arbitration of Disputes and Confidentiality
                shall
                survive and remain in full force and effect and be binding on any
                successors of the Company. GK acknowledges that all materials produced
                by
                GK as part of this agreement become the exclusive property of the
                Company
                and that GK may not use any of said materials without the express
                written
                consent of the Company.

            


    

    


    
      	
               

            	
              E.

            	
              Use
                of Information. The Company will furnish GK
                such information as GK reasonably requests in connection with the
                performance of his services hereunder.  The Company understands,
                acknowledges and agrees that, in performing his services hereunder,
                GK
                will use and rely entirely upon such information as is provided by
                the
                Company as well as publicly available information regarding the Company
                and that GK does not assume responsibility for independent verification
                of
                the accuracy or completeness of any information, whether publicly
                available or otherwise furnished to GK, concerning the Company including,
                without limitation, any technical information, engineering data or
                prototype plans considered by GK in connection with the provision
                of his
                services.  Accordingly, GK shall be entitled to assume and rely
                upon the accuracy and completeness of all such information and shall
                not
                be required to conduct a physical inspection of any of the properties
                or
                assets or to prepare or obtain any independent evaluation or appraisal
                of
                any of the assets or liabilities of the Company. With respect to
                any
                technical data made available to GK by the Company and used by GK
                in his
                work, GK shall be entitled to assume that such technical drawings
                have
                been reasonably prepared and reflect the best currently available
                information of the management of the Company as to the matters covered
                thereby.  If any information provided to GK by the Company
                becomes inaccurate, incomplete or misleading in any material respect
                during GK’s engagement hereunder, the Company shall so advise
                GK.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          Mr.
            Gabor
            Kolossvary      

          May
            29,
            2007      
Page
          3

      

    


    
      	
               

            	
              F.

            	
              Confidentiality.
                GK agrees to keep confidential during the term, and for
                24 months
                after any termination of this Agreement, all material nonpublic
                information provided to it by the Company, except as required by
                law,
                pursuant to an order of a court of competent jurisdiction or the
                request
                of a regulatory authority having jurisdiction over GK, or as contemplated
                by the terms of this Agreement. Notwithstanding anything to the contrary
                herein, GK may disclose nonpublic information to his affiliates,
                agents
                and advisors whenever GK determines that such disclosure is necessary
                to
                provide the services contemplated
                hereunder.

            


    

    


    
      	
               

            	
              G.

            	
              Indemnity.
                GK and the Company agree to the provisions with respect
                to
                indemnification by the Company of GK and certain other parties as
                set
                forth on Annex A attached
                hereto.

            


    

    


    
      	
               

            	
              H.

            	
              Limitation
                of GK’s Engagement by the Company. The
                Company acknowledges that GK has been retained only by the Company,
                that
                GK is providing services hereunder as an independent expert of water
                management (and not in any fiduciary or agency capacity), and that
                the
                Company’s engagement of GK is not deemed to be on behalf of, and is not
                intended to confer rights upon, any shareholder, owner or partner
                of the
                Company or any other person not a party hereto as against GK. Unless
                otherwise expressly agreed in writing by GK, no one other than the
                Company
                is authorized to rely upon this engagement or any other statements
                or
                conduct of GK, and no one other than the Company is intended to be
                a
                beneficiary of this Agreement.  The Company acknowledges that
                any recommendations or advice, written or oral, given by GK to the
                Company
                in connection with GK’s engagement are intended solely for the benefit and
                use of the Company’s management and directors, and any such
                recommendations or advice are not on behalf of, and shall not confer
                any
                rights or remedies upon, any other person or be used or relied upon
                for
                any other purpose.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Mr.
          Gabor
          Kolossvary             

          May
            29,
            2007      

          Page
            4

        

      

    


    
      	
               

            	
              I.

            	
              Limitation
                on GK’s Liability to the Company. GK and the
                Company further agree that GK shall have no liability to the Company,
                its
                security holders or creditors, or any person asserting claims on
                behalf of
                or in the right of the Company (whether direct or indirect, in contract,
                tort, for an act of negligence or otherwise) for any losses, fees,
                damages, liabilities, costs, expenses or equitable relief arising
                out of
                or relating to this Agreement or the services to be rendered hereunder,
                except for losses, fees, damages, liabilities, costs or expenses
                that
                arise out of or are based on any action of or failure to act by GK
                and
                that are finally determined (by a court of competent jurisdiction
                and
                after exhausting all appeals or in an arbitration conducted in accordance
                with this Agreement) to have resulted solely from the gross negligence
                or
                willful misconduct of GK.

            


    

    


    
      	
               

            	
              J.

            	
              Governing
                Law. This Agreement shall be governed
                by and
                construed in accordance with the laws of the State of New
                York.

            


    

    


    
      	
               

            	
              K.

            	
              Arbitration
                of Disputes. Except as provided below, any
                claim or controversy arising out of or relating to this Agreement,
                or the
                breach thereof, shall be settled by arbitration in accordance with
                the
                Commercial Arbitration Rules of the American Arbitration Association,
                and
                judgment on the award rendered by the arbitrator(s) may be entered
                in any
                court having jurisdiction thereof. The arbitration of any such claim
                or
                controversy shall take place in New York,
                NY.

            


    

    


    
      	
               

            	
              L.

            	
              Miscellaneous.
                This Agreement shall not be modified or amended except in
                writing
                signed by GK and the Company.  This Agreement shall not be
                assigned without the prior written consent of GK and the
                Company.  This Agreement constitutes the entire agreement of GK
                and the Company with respect to the subject matter hereof and supersedes
                all prior agreements.  If any provision of this Agreement is
                determined to be invalid or unenforceable in any respect, such
                determination shall not affect such provision in any other respect,
                and
                the remainder of the Agreement shall remain in full force and
                effect.  This Agreement may be executed in counterparts, each of
                which shall be deemed an original, but all of which together shall
                constitute one and the same
                instrument.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          Mr.
            Gabor
            Kolossvary      

          May
            29,
            2007      

          Page
            5

        

      

    


    


    In
      acknowledgment that the foregoing correctly sets forth the understanding reached
      by GK and the Company, please sign in the space provided below, whereupon this
      letter shall constitute a binding Agreement as of the date indicated
      below.

    


    
      	 	
              Sincerely,

            
	 	 	 	 
	 	
              POWER
                OF THE DREAM VENTURES, INC.

            
	 	 	 	 
	 	 	 	 
	 	
              By

            	
              /s/
                Viktor Rozsnyay

            
	 	 	
              Name:

            	
              Viktor
                Rozsnyay, President

            


    

    


    


    ACCEPTD
      AND AGREED THIS

    29
      DAY OF
      MAY, 2007:

    


    CONSULTANT:

    


    


    
      	
              /s/
                Gabor Kolossvary

            	 
	
              Name:

            	
              Gabor
                Kolossvary

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Mr.
          Gabor
          Kolossvary             

          May
            29,
            2007      

          Page
            6

        

      

    


    


    ANNEX
      A

    


    In
      connection with GK’s engagement to
      advise and to assist the Company pursuant to the Agreement dated May 29 2007
      to
      which this Annex A is attached, the Company agrees to indemnify and to hold
      harmless GK (hereinafter referred to as an “Indemnified Party”), to the full
      extent allowed by law or equity, from and against any and all judgments, losses,
      claims (whether or not valid), damages, costs, fees, expenses or liabilities,
      joint or several, to which an Indemnified Party may become subject, related
      to
      or arising out of GK’s engagement or performance under the Agreement, the
      transaction contemplated thereby, the services rendered by GK under the
      Agreement, or any actual or threatened claim, litigation, investigation,
      proceeding or action in any court of before any regulatory, administrative
      or
      other body relating to any of the foregoing (hereinafter referred to
      collectively as a “Claim”), and shall, upon request, reimburse an Indemnified
      Party for all legal and other costs, fees and expenses as they are incurred
      in
      connection with investigating, preparing or defending a Claim, whether or not
      such Indemnified Party is ever made party to any legal proceedings;
provided, however, that no such indemnification
      shall be required to be paid to an Indemnified Party with respect to a Claim
      that is finally determined by a court of competent jurisdiction (after
      exhaustion of all appeals) or in an arbitration conducted in accordance with
      this Agreement to have resulted solely from the gross negligence or willful
      misconduct of such Indemnified Party.

    


    In
      the event that the foregoing
      indemnity is unavailable or insufficient for any reason (other than by reason
      of
      the terms hereof) to hold any Indemnified Party harmless, then the Company
      shall
      contribute to any amounts paid or payable by an Indemnified Party in such
      proportion as appropriately reflects the relative benefits received by such
      Indemnified Party and to the Company in connection with the matters to which
      the
      Claim relates.  If an allocation solely on the basis of benefits is
      judicially determined to be impermissible, then the Company shall contribute
      in
      such proportion as appropriately reflects the relative benefits and relative
      fault of the Company and such Indemnified Party, as well as any other equitable
      considerations.  In no event shall the Company contribute less than
      the amount necessary to ensure that the aggregate liability of GK for
      contribution pursuant to this paragraph in connection with all Claims do not
      exceed the amount of fees actually received by GK under the
      Agreement.  For purposes hereof, relative benefits to the Company and
      GK shall be deemed to be in the same proportion that the total value received
      or
      contemplated to be received by the Company and/or its security holders bears
      to
      the fees paid to GK under the Agreement, and other relative fault of each
      indemnified party an the Company shall be determined by reference to, among
      other things, whether the actions and omissions to act were by such Indemnified
      Party or the Company and the parties’ relative intent, knowledge, access to
      information, and opportunity to correct or prevent such action or
      omission.

    


    All
      amounts due to an Indemnified Party
      hereunder shall be payable by the Company promptly upon request by such
      Indemnified Party.  In addition, the Company agrees to pay all costs
      and expenses (including attorneys’ fees) incurred by an Indemnified Party to
      enforce the terms of this Annex A.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          Mr.
            Gabor
            Kolossvary      

          May
            29,
            2007

          Page
            7

        

      

    


    The
      Company agrees not to enter into
      any waiver, release or settlement of any Claim (whether or not GK is a formal
      party to such Claim) in respect of which indemnification may be sought hereunder
      without the prior written consent of GK (which consent will not be unreasonably
      withheld), unless such waiver, release or settlement includes an unconditional
      release of GK from all liability arising out of such claim.

    


    The
      provisions of this Annex A shall be
      in addition to any liability which the Company may otherwise have to GK; shall
      not be limited by any rights that GK may otherwise have; shall remain in full
      force and effect regardless of any termination of GK’s engagement; and shall be
      binding upon any successors or assigns of GK and the Company.