ex10_6.htm


    
      

    

    Exhibit
      10.6
       

      AMENDMENT
        TO SECURITIES EXCHANGE AGREEMENT

      


      *
        * * *

      


      THIS
        AMENDMENT TO SECURITIES EXHANGE AGREEMENT (the
“Amendment”) dated as of May 11, 2007 by and among Power
        of the
        Dream Ventures, Inc. f/k/a “Tia V, Inc.”, having its principal place of business
        located at 1095 Budapest, Soroksari ut 94-96, Republic of Hungary (the
“Issuer”), Mary Passalaqua, having an office at 7325 Oswego
        Road, Suite D, Liverpool, New York 13090 (“Issuer
        Shareholder”), Vidatech Kft., a limited liability company organized and
        existing under the laws of the Republic of Hungary with its registered office
        located at 1095 Budapest, Soroksari ut 94-96, Republic of Hungary (the
“Company”), and the former equity owners of the Company, each
        of whom is set forth on the signature page of this Agreement (“Company
        Equityholders”). Each, unless otherwise specifically identified, a
“Party” and, collectively, the
“Parties”).

      


      R
        E C I T A L S:

      


      WHEREAS,
        each of the Issuer, the Issuer Shareholder, the Company and the Company
        Equityholders entered into a Securities Exchange Agreement dated as of March
        16,
        2007 (the “Agreement”); and

      


      WHEREAS,
        on and as of April 10, 2007, the Reorganization (as defined in the
        Agreement) and the other documents and transactions contemplated by the
        Agreement were consummated and closed (the
“Closing”);

      


      WHEREAS,
        it has become apparent that Section 9.1 of the Agreement provides
        that
        the Agreement automatically terminates if the Reorganization (as defined
        in the
        Agreement) has not been consummated by March 31, 2007;

      


      WHEREAS,
        it was always the Parties intentions to consummate the Reorganization
        and the other documents and transactions contemplated by the
        Agreement;

      WHEREAS,
        for the avoidance of doubt, the Parties wish to amend Section 9.1
        of
        the Agreement, nunc pro tunc, to extend the automatic
        termination date until May 31, 2007; and

      


      WHEREAS,
        for the avoidance of doubt, the Parties wish to affirm and ratify
        the
        Agreement, and all of their respective rights and obligations therein, as
        amended by this Amendment, and affirm and ratify the consummation of the
        Reorganization, the Closing and all of the Parties’ respective rights and
        obligations set forth in the respective documents and agreements delivered
        at
        Closing.

      


      NOW,
        THEREFORE, in consideration of the premises, mutual covenants and
        conditions herein contained, IT IS HEREBY AGREED AS
        FOLLOWS:


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      1.           Amendment
        to Section 9.1 of the Agreement. Section 9.1 of
        the Agreement hereby amended to read, in its entirety, as follows:

      


      “9.1      Termination
        by either the Company or Issuer.  This
        Agreement may be terminated by either the Company or Issuer at any time if
        there
        has been a breach by the other of any representation, warranty, or covenant
        which breach remains uncured for a period of 30 days following written notice
        thereof given in accordance with Section
        10.6 hereof. This Agreement may be terminated
        at any time by the mutual consent of the Company and Issuer.  This
        Agreement shall automatically terminate if the Reorganization has not been
        consummated by May 30, 2007. If this Agreement so terminates, all parties
        hereto
        shall be absolved from any claims or liabilities arising from and in connection
        with this Agreement.”

      


      2.           Express
        Affirmation of the Agreement; Ratification of Closing and Transactions and
        Documents Contemplated Thereby. The Parties hereby
        expressly affirm and ratify the Agreement, and all of their respective rights
        and obligations therein, as amended by this Amendment, and ratify the
        consummation of the Reorganization (as defined in the Agreement), the Closing
        and all of the Parties’ respective rights and obligations set forth in the
        respective documents and agreements delivered at Closing.

      


      3.           Except
        as amended by this Amendment, the provisions of the Agreement shall otherwise
        remain unchanged.

      


      4.           This
        Amendment may be executed in one or more counterparts and by facsimile
        signature, each of which shall be treated as an original, and all of which,
        when
        taken together, shall comprise one instrument.

      


      IN
        WITNESS WHEREOF, the Parties have hereunto set forth their respective
        hands as of the date first above-written.

      


      
        	
                The
                  Issuer:

              	 	
                The
                  Company:

              
	
                Power
                  of the Dream Ventures, Inc.

              	 	
                Vidatech
                  Kft

              
	
                f/k/a
                  “Tia V, Inc.”

              	 	 	 
	 	 	 	 
	
                By

              	/s/
                Viktor
                Rozsnyay	 	
                By

              	/s/
                Daniel
                Kun, Jr.
	
                Name:

              	
                Viktor
                  Rozsnyay

              	 	
                Name:

              	
                Daniel
                  Kun, Jr.

              
	
                Title:

              	
                President
                  & CEO

              	 	
                Title:

              	
                Managing
                  Director

              


      

      


      The
        Issuer Shareholder:

      


      


      
        	
                /s/
                  Mary
                  Passalaqua

              	 	
                /s/
                  Mary
                  Passalaqua

              
	
                Mary
                  Passalaqua

              	 	
                Mary
                  Passalaqua, in her capacities as former President and Secretary
                  of the
                  Issuer

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      
        	
                EXCHANGE
                  AGENT (affirming and ratifying only as to the provisions of Section
                  6.8 of
                  the Agreement):

              
	 	 
	 	 
	         
                /s/ Dr.
                Gabor Szilagyi	 
	
                Dr.
                  Gabor Szilagyi

              	 


      

      


      The
        Company Equityholders:

      


      


      
        	/s/
                Daniel
                Kun, Sr.	 
	
                Daniel
                  Kun, Sr.

              	 
	 	 
	/s/
                Daniel
                Kun, Jr.	 
	
                Daniel
                  Kun, Jr.

              	 
	 	 
	/s/
                Brigitta
                Kunne Besenyei	 
	
                Brigitta
                  Kunne Besenyei

              	 
	 	 
	/s/
                Erika
                Kira Kiraly	 
	
                Erika
                  Kira Kiraly

              	 
	 	 
	/s/
                Tamas
                Horvath	 
	
                Tamas
                  Horvath

              	 
	 	 
	/s/
                Aniko
                Horvath Tamasne Szocs	 
	
                Aniko
                  Horvath Tamasne Szocs

              	 
	 	 
	/s/
                Mariann
                Erdiczky	 
	
                Mariann
                  Erdiczky

              	 


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      
        	/s/
                Fejes
                Barnabas	 
	
                Fejes
                  Barnabas

              	 
	 	 
	/s/
                Viktor
                Rozsnyay	 
	
                Viktor
                  Rozsnyay

              	 
	 	 
	/s/
                Magdolna
                Nagyne Sulya	 
	
                Magdolna
                  Nagyne Sulya

              	 
	 	 
	/s/
                Eva
                Rozsnyay	 
	
                Eva
                  Rozsnyay

              	 
	 	 
	/s/
                Balazs
                Kovacs	 
	
                Balazs
                  Kovacs

              	 
	 	 
	/s/
                Maria
                Makay	 
	
                Maria
                  Makay

              	 
	 	 
	/s/
                Judit
                Remenyik	 
	
                Judit
                  Remenyik

              	 
	 	 
	/s/
                Imre
                Eotvos	 
	
                Imre
                  Eotvos

              	 
	 	 
	/s/
                Noemi
                Kiss	 
	
                Noemi
                  Kiss

              	 


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 	 
	/s/
                Laszlo
                Janos Kiss	 
	
                Laszlo
                  Janos Kiss

              	 
	 	 
	/s/
                Gabriella
                Kissné Vályi	 
	
                Gabriella
                  Kissné Vályi

              	 
	 	 
	/s/
                Zsolt
                Eross	 
	
                Zsolt
                  Eross

              	 
	 	 
	/s/
                Gabor
                Bartko	 
	
                Gabor
                  Bartko

              	 
	 	 
	/s/
                Zsolt
                Blaschek	 
	
                Zsolt
                  Blaschek

              	 
	 	 
	/s/
                Jozsef
                Cziegler	 
	
                Jozsef
                  Cziegler

              	 
	 	 
	/s/
                Imre
                Kalmar Nagy	 
	
                Imre
                  Kalmar Nagy

              	 
	 	 
	/s/
                Gabor
                Foldes	 
	
                Gabor
                  Foldes

              	 
	 	 
	/s/
                Attila
                Toth	 
	
                Attila
                  Toth

              	 


      

    

     

     

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