ex10_7.htm


    
      

    

    Exhibit
      10.7

     

    POWER
      OF THE DREAM VENTURES, INC.

    1095
      Budapest

    Soroksari
      ut 94-96

    Hungary

    TEL:
      +36-1-456-6061

    


    


    April
      26,
      2007

    


    CONFIDENTIAL

    


    Mr.
      Eugene L. Guhne

    585
      Cross
      Creek Tr

    Gibsonville,
      North Carolina 27249

    


    
      	
               

            	
              Re:

            	
              Business
                & Financial Services Consulting
                Agreement

            


    

    


    Dear
      Mr.
      Guhne:

    


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

    


    
      	
               

            	
              A.

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

            


    

    


    
      	
               

            	
              1.

            	
              assisting
                with the development and refinement of the Company’s business plan on a
                going forward basis;

            


    

    


    
      	
               

            	
              2.

            	
              advising
                the Company on optimizing its business model and, in connection therewith,
                reviewing technologies and related commercialization possibilities
                with
                the Company’s management; and

            


    

    


    
      	
               

            	
              3.

            	
              identifying
                to the Company technology sources.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Mr.
      Eugene L. Guhne

    April
      26,
      2007

    Page
      2

    


    


    
      	
            	
              B.

            	
              Fees
                and Expenses. In connection with the
                services described in Section A above, the Company shall issue to
                GG a
                one-time payment of one million (1,000,000) 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 GG for all reasonable travel
                and
                other out-of-pocket expenses incurred in connection with GG’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 GG hereunder shall not exceed five thousand and 00/100
                Dollars
                ($5,000.00).

            


    

    


    
      	
            	
              C.

            	
              Term
                of Engagement.Except as set forth below, the initial term of
                GG’s engagement will begin on the date hereof and end twelve (12) months
                from the date hereof.  Either party may terminate GG’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.

            


    

    


    
      	
            	
              D.

            	
              Use
                of Information.The Company will furnish GG such information
                as GG reasonably requests in connection with the performance of his
                services hereunder. The Company understands, acknowledges and agrees
                that,
                in performing his services hereunder, GG 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 GG does not
                assume
                responsibility for independent verification of the accuracy or
                completeness of any information, whether publicly available or otherwise
                furnished to GG, concerning the Company including, without limitation,
                any
                financial information, forecasts or projections considered by GG
                in
                connection with the provision of his services.  Accordingly, GG
                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 financial forecasts or projections
                made
                available to GG by the Company and used by GG in his analyses, GG
                shall be
                entitled to assume that such forecasts or projections have been reasonably
                prepared and reflect the best currently available estimates and judgments
                of the management of the Company as to the matters covered
                thereby.  If any information provided to GG by the Company
                becomes inaccurate, incomplete or misleading in any material respect
                during GG’s engagement hereunder, the Company shall so advise
                GG.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Mr.
      Eugene L. Guhne

    April
      26,
      2007

    Page
      3

    


    


    
      	
            	
              E.

            	
              Confidentiality.GG
                agrees to keep confidential during the term, and for 12 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 GG, or as contemplated by the terms of this
                Agreement.  Notwithstanding anything to the contrary herein, GG
                may disclose nonpublic information to his affiliates, agents and
                advisors
                whenever GG determines that such disclosure is necessary to provide
                the
                services contemplated hereunder.

            


    

    


    
      	
            	
              F.

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

            


    

    


    
      	
            	
              G.

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

            


    

    


    
      	
            	
              H.

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

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Mr.
      Eugene L. Guhne

    April
      26,
      2007

    Page
      4

    


    


    
      	
            	
              I.

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

            


    

    


    
      	
            	
              J.

            	
              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.

            


    

    


    
      	
            	
              K.

            	
              Miscellaneous.This
                Agreement shall not be modified or amended except in writing signed
                by GG
                and the Company. This Agreement shall not be assigned without the
                prior
                written consent of GG and the Company.  This Agreement
                constitutes the entire agreement of GG 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.
      Eugene L. Guhne

    April
      26,
      2007

    Page
      5

     

     

    In
      acknowledgment that the foregoing correctly sets forth the understanding reached
      by GG 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, President

            
	 	
               

            	
              
                Name:

              

            	
                  
                Viktor Rozsnyay, President

            


    

    


    


    
      	
              ACCEPTD
                AND AGREED THIS

               26
                DAY OF APRIL , 2007:

            	 
	 	 
	
              CONSULTANT:

            	 
	By: 	
              /s/
                Eugene
                L. Guhne

            	 
	
              Name:

            	
                   Eugene
                L. Guhne

            	 


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      A

    


    In
      connection with GG’s engagement to advise and to assist the Company pursuant to
      the Agreement dated April 26 2007 to which this Annex A is attached, the Company
      agrees to indemnify and to hold harmless GG (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 GG’s engagement or
      performance under the Agreement, the transaction contemplated thereby, the
      services rendered by GG 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 GG for contribution pursuant to this paragraph in connection with
      all Claims do not exceed the amount of fees actually received by GG under the
      Agreement.  For purposes hereof, relative benefits to the Company and
      GG 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 GG 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.

    


    
      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

    


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

     

     

    A-2