ex10_13.htm


    
      
        

      

    

    
      Exhibit
        10.13 

       

      AMENDMENT
        NO. 1 TO LETTER CONSULTING AGREEMENT

      BY
        AND BETWEEN

      POWER
        OF THE DREAM VENTURES, INC. AND

      MR.
        CHARLES MACHIN

      


      *
        * *
        *

      


      


      AMENDMENT
        NO. 1 dated June 4, 2007 (the “Amendment”) to Letter Consulting
        Agreement dated May 29, 2007 by and between Power of the Dream Ventures,
        Inc., a
        Delaware corporation (the “Company”) (the “Agreement”) and Mr. Charles Machin
        (“Consultant or CM”).

      


      RECITALS:

      


      WHEREAS,
        CM and the Company entered into the Agreement on May 29, 2007, pursuant
        to which, CM is to provide business consulting services to and for the benefit
        of the Company;

      


      WHEREAS,
        in consideration for his business consulting services, CM is to
        be paid
        a one-time payment of seventy five thousand (75,000) 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 CM 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 CM.

      


      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.

      


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


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      (a)    the
        Consulting Shares are being offered and sold to CM 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.  CM 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)    CM
        is a
        resident of the United Kingdom;

      


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

      


      (g)    CM
        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
        CM
        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): "U.S. person" means:

       

      
        	
                 

              	
                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 CM 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/
                  Charles Machin

              
	 	
                Name:

              	
                Charles
                  Machin

              


      

       

       

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