ex10_12.htm


    
      

    

    Exhibit
      10.12

     

    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.
      Charles Machin

    14
      high
      street, May Bank,

    Newcastle,
      Staffs, England

    ST5
      0JB

    


    


    
      	
               

            	
              Re:

            	
              Business
                Services Consulting Agreement

            


    

    


    


    Dear
      Mr.
      Machin:

    


    This
      letter (this “Agreement”)
      constitutes the agreement between Power of the Dream Ventures, Inc., a Delaware
      corporation and Mr. Charles Machin (“Consultant” or “CM”) pursuant to which CM
      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, CM shall provide general business consulting
                services including, but not limited to the
                following:

            


    

    


    
      	
               

            	
              1.

            	
              assistance
                in visualizing, via computer generated imagery, inventions being
                developed
                by the Company,  with a special emphasis on
                RiverPower;

            


    

    


    
      	
               

            	
              2.

            	
              assistance
                in visualizing, via computer generated animations,  inventions
                being developed by the Company,  with a special emphasis on
                RiverPower; and

            


    

    


    
      	
               

            	
              3.

            	
              general
                computer aided design, engineering, website illustration, website
                development and promotional materials
                creation

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Mr.
          Charles
          Machin             

          May
            29,
            2007

          Page
            2

        

      

    

     

    
      	
               

            	
              B.

            	
              Fees
                and Expenses.  In connection with
                the services described in Section A above, the Company shall issue
                to CM a
                one-time payment of seventy five thousand (75,000) 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 CM for all reasonable travel and other
                out-of-pocket expenses incurred in connection with CM’s engagement
                hereunder; provided, however,
                that each individual expense in excess of Two Hundred Fifty
                and
                00/100 Dollars ($250.00) shall require the prior written approval
                of the
                Company and, in any event, cumulative expenses of CM 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 CM’s engagement will begin on the date hereof and end
                twelve (12) months from the date hereof.  Either party may
                terminate CM’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. CM acknowledges that all materials produced
                as
                part of this agreement become the exclusive property of the Company
                and
                that CM may not use any of said materials without the express written
                consent of the Company.

            


    

    


    
      	
               

            	
              E.

            	
              Use
                of Information. The Company will furnish CM
                such information as CM reasonably requests in connection with the
                performance of his services hereunder.  The Company understands,
                acknowledges and agrees that, in performing his services hereunder,
                CM
                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 CM does not assume responsibility for independent verification
                of
                the accuracy or completeness of any information, whether publicly
                available or otherwise furnished to CM, concerning the Company including,
                without limitation, any technical information, engineering data or
                prototype plans considered by CM in connection with the provision
                of his
                services.  Accordingly, CM 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 CM by the Company and used by CM
                in his
                work, CM 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 CM by the Company
                becomes inaccurate, incomplete or misleading in any material respect
                during CM’s engagement hereunder, the Company shall so advise
                CM.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Mr.
          Charles
          Machin             

          May
            29,
            2007

          Page
            3

        

      

    

     

    
      	
               

            	
              F.

            	
              Confidentiality.
                CM 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 CM, or as contemplated
                by the terms of this Agreement.  Notwithstanding anything to the
                contrary herein, CM may disclose nonpublic information to his affiliates,
                agents and advisors whenever CM determines that such disclosure is
                necessary to provide the services contemplated
                hereunder.

            


    

    


    
      	
               

            	
              G.

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

            


    

    


    
      	
               

            	
              H.

            	
              Limitation
                of CM’s Engagement by the Company. The
                Company acknowledges that CM has been retained only by the Company,
                that
                CM is providing services hereunder as an independent contractor (and
                not
                in any fiduciary or agency capacity), and that the Company’s engagement of
                CM 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 CM.  Unless otherwise expressly
                agreed in writing by CM, no one other than the Company is authorized
                to
                rely upon this engagement or any other statements or conduct of CM,
                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 CM to the Company in connection
                with
                CM’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.
            Charles
            Machin             

            May
              29,
              2007

            Page
              4

          

        

      

    

     

    
      	
               

            	
              I.

            	
              Limitation
                on CM’s Liability to the Company. CM and the
                Company further agree that CM 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 CM
                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 CM.

            


    

    


    
      	
               

            	
              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 CM and the Company.  This Agreement shall not be
                assigned without the prior written consent of CM and the
                Company.  This Agreement constitutes the entire agreement of CM
                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.
            Charles
            Machin             

            May
              29,
              2007

            Page
              5

          

        

      

    

     

    In
      acknowledgment that the foregoing correctly sets forth the understanding reached
      by CM 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:

     

    


    
      	By:	
              /s/
                Charles Machin

            	 	 
	
              Name:

            	
              Charles
                Machin

            	 	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Mr.
            Charles
            Machin             

            May
              29,
              2007

            Page
              6

          

        

      

    

     

    ANNEX
      A

    


    In
      connection with CM’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 CM (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 CM’s engagement or performance under the Agreement, the
      transaction contemplated thereby, the services rendered by CM 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 CM for
      contribution pursuant to this paragraph in connection with all Claims do not
      exceed the amount of fees actually received by CM under the
      Agreement.  For purposes hereof, relative benefits to the Company and
      CM 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 CM 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.
          Charles
          Machin             

          May
            29,
            2007

          Page
            7

        

      

    

     

    The
      Company agrees not to enter into
      any waiver, release or settlement of any Claim (whether or not CM is a formal
      party to such Claim) in respect of which indemnification may be sought hereunder
      without the prior written consent of CM (which consent will not be unreasonably
      withheld), unless such waiver, release or settlement includes an unconditional
      release of CM 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 CM; shall
      not be limited by any rights that CM may otherwise have; shall remain in full
      force and effect regardless of any termination of CM’s engagement; and shall be
      binding upon any successors or assigns of CM and the Company.