ex10_5.htm


    
      

    

    
      Exhibit
10.5

      


      COLSULTATION
AGREEMENT

      


      


      This
Consulting Agreement (the “Agreement”) effective as of February 23, 2009 is
entered into by and between Genetic Immunity LLC, (herein referred to as the
“Company”) a Delaware Limited Liability Company having its principal offices at
8300 Greensboro Drive, Suite 800, McLean, Virginia 22102 and Power of the Dream
ventures (herein referred to as the “Consultant”) having its principal place of
business at 1095 Budapest, Soroksari ut 94-96, Hungary.

      


      RECITALS


      


      WHEREAS Company is a US/Hungarian development stage
biopharmaceutical company establishing leadership in Nanomedicines for immune
amplification, highly specific medical interventions at the molecular
scale for
treating disease or repairing damaged tissues.

      


      WHEREAS
Consultant is a publicly-held corporation with its common stock trading on the
OTCBB market in the United States under the symbol PWRV whose business is the
development, acquisition, licensing, or co-development of technologies
originating in Hungary for international commercialization.

      


      WHEREAS,
Company desires to engage the services of Consultant to represent the Company in
investor’ and public communications via Consultants public status, to inform and
educate the general public about Company’s products, present and future, via
same method, and to take advantage of Consultant’s substantial experience in
becoming a public company in the United States and to advise the Company on
achieving public status on the United States OTCBB exchange.

      


      NOW
THEREFORE, in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenants and agree as
follows:

      


      
        	
                 
      

              	
                1.

              	
                Terms
      of Consultancy. Company hereby agrees to retain the Consultant to act in a
      consulting capacity to the Company and the Consultant hereby agrees to
      provide services to the Company commencing upon February 23, 2009 and
      ending on February 23, 2010.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Duties
      of Consultant. Consultant agrees that it will generally provide the
      following specified consulting services through its officers and employees
      during the term specified in Section
1:

              


      

      


      
        	
                 
      

              	
                a.

              	
                Consult
      and assist the Company in developing and implementing appropriate plans
      and means for presenting the Company and its business, strategy,
      product(s) and personnel to the financial community, industrial partners
      and the public at large, and to help establishing an image for the Company
      in the same, and creating the foundation for subsequent financial and
      public relations efforts;

              


      

      


      
        	
                 
      

              	
                b.

              	
                With
      the cooperation of the Company, maintain an awareness during the term of
      this Agreement of the Company's business, plans, strategy, product(s) and
      personnel, as they may evolve during such period, and consult and assist
      the Company in communicating appropriate information regarding such plans,
      strategy, product(s) and personnel to the financial, industrial and
      end-user communities, through the Consultant’s public status via regularly
      issued press releases;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                c.

              	
                Introduce
      the Company to entities that can be beneficial to the Company’s operations
      from a financial, regulatory, audit and product commercialization
      standpoint;

              


      

      


      
        	
                 
      

              	
                d.

              	
                Upon
      the Company's direction and approval, disseminate information regarding
      the Company to the investment community, other professionals and the
      general investing public via Consultant’s public status via press
      releases;

              


      

      


      
        	
                 
      

              	
                e.

              	
                Consult
      and educate the Company, based on Consultant’s firsthand experience, on
      how to become a publicly-held corporation in the United States; assist
      Company in achieving this public status by advising company in a step by
      step fashion through the entire process, and introduce Company to
      professional legal, accounting and other service providers who’s services
      Company can rely on upon achieving public
  status.

              


      

      


      
        	
                 
      

              	
                3.

              	
                Remuneration.
      As full and complete compensation for services described in this
      Agreement, the Company shall compensate Consultant as
    follows:

              


      

      


      
        	
                 
      

              	
                a.

              	
                The
      Investment: Consultant is to acquire 2% of the Company via a USD 1,000,000
      investment by April 30, 2009 in exchange for 72 units of the Company’s
      Class B stock; Consultant is to acquire an additional 2% of the Company
      via a USD 1,000,000 investment by August 30, 2009 in exchange for 72 units
      of the Company’s Class B stock.

              


      

      


      
        	
                 
      

              	
                b.

              	
                At
      the same time Company also grants Consultant an option to acquire an
      additional 16% of the Company via an $8,000,000 investment by February 20,
      2010, in tranches or in whole, in exchange for 578 units of the Company’s
      Class B stock. If the Consultant misses the first deadline of April 30,
      2009 this agreement shall immediately terminate. If the Consultant
      completes the first investment but missed the second date of August 30,
      2009 this agreement shall terminate, but the Consultant will retain the
      Class B units already acquired. Any portion of the optional 16% equity
      purchase that is not exercised and closed by February 23, 2010 shall
      terminate. As represented to the Consultant the Company currently has
      3,606.96 Class A Class B units issued and outstanding. If, as a direct
      result of this consultation agreement, prior to April 30, 2009, Company
      receives an investment offer from an investor other than the Consultant,
      Consultant is granted first right of refusal to participate financially.
      Consultant will give Company written notice of such right within 2
      business days following notification of an investment offer made to the
      Company. Consultant must exercise its right of first refusal by executing
      an agreement to invest on the same terms and conditions within 15 days of
      receiving the notice and closing on that investment within 30 days
      thereafter.

              


      

      


      
        	
                 
      

              	
                4.

              	
                Non-Assignability
      of Services. Consultant's services under this contract are offered to
      Company only and may not be assigned by Company to any entity with which
      Company merges or which acquires the Company or substantially all of its
      assets. In the event of such merger or acquisition the services of the
      consultant are immediately
terminated

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                5.

              	
                Indemnification.
      The Company warrants and represents that all oral communications, written
      documents or materials furnished to Consultant by the Company with respect
      to financial affairs, operations, profitability, products and strategic
      planning of the Company are accurate and Consultant may rely upon the
      accuracy thereof without independent investigation. The Company will
      protect, indemnify and hold harmless Consultant against any claims or
      litigation including any damages, liability, cost and reasonable
      attorney's fees as incurred with respect thereto resulting from
      Consultant's communication or dissemination of any said information,
      documents or materials excluding any such claims or litigation resulting
      from Consultant's communication or dissemination of information not
      provided or authorized by the
Company.

              


      

      


      
        	
                 
      

              	
                6.

              	
                Status
      as Independent Contractor. Consultant's engagement pursuant to this
      Agreement shall be as independent contractor, and not as an employee,
      officer or other agent of the Company. Neither party to this Agreement
      shall represent or hold itself out to be the employer or employee of the
      other. Neither the Company nor the Consultant possess the authority to
      bind each other in any agreements without the express written consent of
      the entity to be bound.

              


      

      


      
        	
                 
      

              	
                7.

              	
                Waiver.
      The waiver by either party of a breach of any provision of this Agreement
      by the other party shall not operate or be construed as a waiver of any
      subsequent breach by such other
party.

              


      

      


      
        	
                 
      

              	
                8.

              	
                Lock
      Up.  Consultant agrees that in the event of a public offering,
      Consultant will not for a period of at least six (6) months, as
      promulgated by Rule 144, in the absence of a valid Registration Statement
      filed with and declared effective by the SEC (United States Securities and
      Exchange Commission), shall sell its Units in the Company and Consultant
      agrees to sign any “l-ck up“ agreement required to be signed in order for
      the Company to go public.

              


      

      


      
        	
                 
      

              	
                9.

              	
                Notices.
      All notices, requests, and other communications hereunder shall be deemed
      to be duly given if sent by U.S. or Hungarian mail, postage prepaid,
      addressed to the other party at the address as set forth herein
      below:

              


      

      


      To the
Company:

      Genetic
Immunity Kft.

      ATTN: Dr.
Zsolt Lisziewicz

      1045
Budapest

      Berlini
ut 47-49.

      Hungary

      


      To the
Consultant:

      Power of
the Dream Ventures, Inc.

      1095
Budapest

      Soroksari
ut 94-96

      Hungary

      


      It is
understood that either party may change the address to which notices for it
shall be addressed by providing notice of such change within two days to the
other party in the manner set forth in this paragraph.

      


      
        	
              	
                10.

              	
                Choice
      of Law, Jurisdiction and Venue. This Agreement shall be governed by,
      construed and enforced in accordance with the laws of the State of New
      York. The parties agree that the Superior Court for the State of New York,
      County of New York will be the venue of any dispute and will have
      jurisdiction over all parties.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                11.

              	
                Complete
      Agreement. This Agreement contains the entire agreement of the parties
      relating to the subject matter hereof. This Agreement and its terms may
      not be changed orally but only by an agreement in writing signed by the
      party against whom enforcement of any waiver, change, modification,
      extension or discharge is sought.

              


      

      


      


      AGREED
TO:

      


      
        
          
            
              
                
                  	
                          “Company”

                        	 
      	
                          GENETIC
      IMMUNITY LLC

                        	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                          Date:
      February 23, 2009

                        	 
      	
                          By:

                        	
                           

                        	 
	 
      	 
      	
                          ,
      CEO

                        	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                          “Consultant”

                        	 
      	
                          POWER
      OF THE DREAM VENTURES, INC

                        	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                          Date:
      February 23, 2009

                        	 
      	
                          By:

                        	
                          /s/
      Viktor Rozsnyay

                        	 
	 
      	 
      	 
      	
                          Viktor
      Rozsnyay, President & CEO