ex10_14.htm


    
      

    

    
      Exhibit
        10.14

      


      POWER
        OF THE DREAM VENTURES, INC.

      1095
        Budapest

      Soroksari
        ut 94-96

      Hungary

      Tel: +36-1-456-6061

      Fax:
        +36-1-456-6062

      


      June
        1,
        2007

      


      


      CONFIDENTIAL

      


      


      Dr.
        Gábor
        Szilágyi

      2011
        Budakalász

      Jókai
        Mór
        utca 89

      Hungary

      


      


      
        	
                 

              	
                Re:

              	
                Business
                  Services Consulting Agreement

              


      

      


      


      Dear
        Dr.
        Szilágyi:

      


      This
        letter (this “Agreement”) constitutes the agreement between Power of the Dream
        Ventures, Inc., a Delaware corporation and Dr Gabor Szilágyi (“Consultant” or
“GSZ”) pursuant to which GSZ will serve as a the legal representative of the
        company with respect to its business matters in Hungary.  The terms of
        this Agreement are as follows:

      


      
        	
                 

              	
                A.

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

              


      

      


      
        	
                 

              	
                1.

              	
                legal
                  representation of Power of the Dream Venture’s wholly owned Hungarian
                  subsidiary, Vidatech Kft., in all legal matters relating to the
                  operation
                  of Vidatech as stipulated and mandated by Hungarian
                  law.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Dr.
        Gabor
        Szilágyi

      June
        6,
        2007

      Page
        2

      


      
        	
                 

              	
                B.

              	
                Fees
                  and Expenses.  In connection with
                  the services described in Section A above, the Company shall issue
                  to GSZ
                  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 GSZ for all reasonable travel and
                  other
                  out-of-pocket expenses incurred in connection with GSZ’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 GSZ 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 GSZ’s engagement will begin on the date hereof and end
                  twelve (12) months from the date hereof.  Either party may
                  terminate GSZ’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. GSZ acknowledges that all materials
                  produced as
                  part of this agreement become the exclusive property of the Company
                  and
                  that GSZ may not use any of said materials without the express
                  written
                  consent of the Company.

              


      

      


      
        	
                 

              	
                E.

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

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Dr.
        Gabor
        Szilágyi

      June
        6,
        2007

      Page
        3

      


      
        	
                 

              	
                F.

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

              


      

      


      
        	
                 

              	
                G.

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

              


      

      


      
        	
                 

              	
                H.

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

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Dr.
        Gabor
        Szilágyi

      June
        6,
        2007

      Page
        4

       

      
        	
                 

              	
                I.

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

              


      

      


      
        	
                 

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

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Dr.
        Gabor
        Szilágyi

      June
        6,
        2007

      Page
        5

      


      In
        acknowledgment that the foregoing correctly sets forth the understanding
        reached
        by GSZ 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

      1
        DAY OF
        JUNE, 2007:

      


      CONSULTANT:

      
 

      
        	By:	
                /s/
                  Gabor Szilágyi, Dr.

              	 
	
                Name:

              	
                Dr.
                  Gabor Szilágyi

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Dr.
        Gabor
        Szilágyi

      June
        6,
        2007

      Page
        6

      


      ANNEX
        A

      


      In
        connection with GSZ’s engagement to advise and to assist the Company pursuant to
        the Agreement dated June 6 2007 to which this Annex A is attached, the Company
        agrees to indemnify and to hold harmless GSZ (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 GSZ’s engagement or
        performance under the Agreement, the transaction contemplated thereby, the
        services rendered by GSZ 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 GSZ for contribution pursuant to this paragraph in connection
        with
        all Claims do not exceed the amount of fees actually received by GSZ under
        the
        Agreement.  For purposes hereof, relative benefits to the Company and
        GSZ 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 GSZ 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.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Dr.
        Gabor
        Szilágyi

      June
        7,
        2007

      Page
        7

      


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