ex10_8.htm


    
      

    

    Exhibit
      10.8

     

    
      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

       

      Mr.
        Mihaly Zala

      1163
        Budapest

      Kerepesi
        ut 190

      Hungary

      


       

      Re:           Business
        Services Consulting Agreement

      


      


      Dear
        Mr.
        Zala:

      


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

              


      

      


      
        	
                 

              	
                1.

              	
                technology
                  evaluation, selection, development and management expertise. Mr.
                  Zala’s
                  expertise are highlighted by his curriculum vitas in Annex
                  B;

              


      

      


      
        	
                 

              	
                2.

              	
                interfacing
                  with inventors, whose products are considered for acquisition or
                  development, and with companies, in which an equity participation
                  or
                  investment is contemplated;

              


      

      


      
        	
                 

              	
                3.

              	
                and
                  with day to day managerial task related to Power of the Dream Ventures’
                  Hungarian wholly owned subsidiary, Vidatech
                  Kft.

              


      

      


      
        
          
          

        

        
          
          

          
            
              

            

            Mr.
              Mihaly
              Zala

            June
              1,
              2007

            Page
              2

          

        

        
          
          

        

      

      


      B.           Fees
        and Expenses.  In connection with the
        services described in Section A above, the Company shall issue to MZ 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 MZ for all reasonable travel and other out-of-pocket expenses incurred
        in connection with MZ’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 MZ 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 MZ’s engagement will begin on the date hereof and end
                  twenty four (24) months from the date hereof.  Either party may
                  terminate MZ’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. MZ acknowledges that all materials produced
                  as
                  part of this agreement become the exclusive property of the Company
                  and
                  that MZ may not use any of said materials without the express written
                  consent of the Company.

              


      

      


      
        	
                 

              	
                E.

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

              


      

       

      
        
          
          

        

        
          
          

          
            
Mr.
            Mihaly Zala
            June
              1,
              2007

            Page
              3

          

        

        
          
          

        

         

      

      
        	
                 

              	
                F.

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

              


      

      


      
        	
                 

              	
                G.

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

              


      

      


      
        	
                 

              	
                H.

              	
                Limitation
                  of MZ’s Engagement by the Company. The
                  Company acknowledges that MZ has been retained only by the Company,
                  that
                  MZ is providing services hereunder as an independent contractor
                  (and not
                  in any fiduciary or agency capacity), and that the Company’s engagement of
                  MZ 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 MZ.  Unless otherwise expressly
                  agreed in writing by MZ, no one other than the Company is authorized
                  to
                  rely upon this engagement or any other statements or conduct of
                  MZ, 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 MZ to the Company in connection
                  with
                  MZ’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.
            Mihaly Zala
            June
              1,
              2007

            Page
              4

          

        

        
          
          

        

         

      

      
        	
                 

              	
                I.

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

              


      

      


      
        	
                 

              	
                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 MZ and the Company.  This Agreement shall not be
                  assigned without the prior written consent of MZ and the
                  Company.  This Agreement constitutes the entire agreement of MZ
                  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.
            Mihaly Zala
            June
              1,
              2007

            Page
              5

          

        

        
          
          

        

      

       

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

              	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                /s/
                  Mihaly Zala 

              	 
	
                Name:

              	
                Mr.
                  Mihaly Zala

              	 


      

       

      
        
          
          

        

        
          
          

          
            
Mr.
            Mihaly Zala
            June
              1,
              2007

            Page
              6

          

        

        
          
          

        

      

       

      ANNEX
        A

      


      In
        connection with MZ’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 MZ (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 MZ’s engagement or performance under the Agreement, the
        transaction contemplated thereby, the services rendered by MZ 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 MZ for
        contribution pursuant to this paragraph in connection with all Claims do
        not
        exceed the amount of fees actually received by MZ under the
        Agreement.  For purposes hereof, relative benefits to the Company and
        MZ 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 MZ 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.
            Mihaly Zala
            June
              1,
              2007

            Page
              7

          

        

        
          
          

        

         

      

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