Exhibit 10.3


    
      

    


    Exhibit
      10.3

    


    THIS
      NON-NEGOTIABLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND THE RULES AND
      REGULATIONS PROMULGATED THEREUNDER AND MAY NOT, BY ITS TERMS, BE TRANSFERRED
      OR
      SOLD.

     

    NON-NEGOTIABLE
      PROMISSORY NOTE 

     

    
      	 	 	 
	
              $250,000.00

            	
                

            	
              April
                , 2007

            


    

    


    FOR
      VALUE RECEIVED,
      the
      undersigned, Power of the Dream Ventures, Inc. f/k/a “Tia
      V, Inc.”,
      a
      Delaware corporation (“Maker”),
      hereby promises to pay to Mary
      Passalaqua (“Payee”),
      on
      April , 2008, except as otherwise set forth herein (the “Maturity
      Date”),
      the
      aggregate principal amount of TWO
      HUNDRED FIFTY THOUSAND AND 00/100 U.S. DOLLARS
      (U.S.
      $250,000.00), such amount, together with the amount of any interest that has
      accrued and been added thereto in accordance with the terms of this
      Non-Negotiable Promissory Note (the “Note”),
      being
      referred to herein as the “Principal
      Amount.”
The
      entire outstanding Principal Amount and all accrued but unpaid interest
      represented by this Note to date shall be repaid in full by Maker on the
      Maturity Date, unless this Note is earlier prepaid in accordance with the terms
      hereof. 

    


    
      	
              1.

            	
              Interest.
                Interest on the outstanding Principal Amount shall accrue daily at
                the
                rate of <>% per annum, which rate of interest was equal to the prime
                rate,
                as reported by the Wall Street Journal's bank survey on April , 2007,
                from
                the date on which the Principal Amount has first been loaned to Maker,
                through and including the date on which such Principal Amount is
                paid in
                full. All computations of interest payable under this Note shall
                be made
                on the basis of the actual number of days elapsed divided by 360.
                Notwithstanding the provisions of this Note, if the rate of interest
                payable hereunder is limited by law, the rate payable hereunder shall
                be
                the lesser of: (a) the rate set forth in this Note and (b) the maximum
                rate permitted by law. If, however, interest is accrued or paid hereunder
                in excess of the maximum rate of interest permitted by law, any interest
                so accrued or paid which exceeds such maximum rate shall automatically
                be
                considered a payment of principal and shall automatically be applied
                in
                reduction of principal due on this Note to the extent of such excess.
                

            


    

    


    
      	
              2.

            	
              Payment.
                All payments of interest and principal hereunder shall be made in
                lawful
                money of the United States of America by wire transfer to such account
                as
                Payee may designate by ten (10) days advance written notice to Maker
                or,
                if no such account has been designated, at the business address of
                Payee.
                All payments hereunder shall be applied first
                to
                any unpaid accrued interest, second
                to
                payment of all, if any, other amounts except principal due under
                or in
                respect of this Note, and third
                to
                repayment of the unpaid Principal Amount.


            


    

    


    
      	
              3.

            	
              Non-Negotiable.
                This Note is non-negotiable and may not be sold, assigned, pledged,
                hypothecated, or transferred in any manner, in whole or in part,
                nor shall
                any interest herein be granted to any third
                party.

            


    

    


    
      	
              4.

            	
              Prepayment.
                Maker shall have no right to prepay, redeem or otherwise acquire
                this Note
                prior to the Maturity Date, other than with Payee’s prior written consent.
                Notwithstanding the foregoing, Maker shall be obligated to prepay
                the
                Principal Amount of this Note upon the closing of any financing,
                whether
                debt or equity (or a combination thereof) resulting in gross proceeds
                of
                no less than $3,000,000. 

            


    

    


    
      	
              5.

            	
              Waiver
                of Presentment, Etc.
                Maker hereby, to the fullest extent permitted by applicable law,
                waives
                presentment, demand, notice, protest and all other demands and notices
                in
                connection with delivery, acceptance, performance, default, acceleration
                or enforcement of or under this Note.


            


    

    


    
      	
              6.

            	
              Amendment.
                This Note may not be amended or modified except in a writing signed
                by
                both parties. 

            


    

    


    
      	
              7.

            	
              Waiver.
                Except as expressly provided herein, no waiver of any provision of
                this
                Note shall be binding unless executed in writing by the party making
                the
                waiver. The failure of Payee to exercise any of its rights, remedies,
                powers or privileges hereunder in any instance will not constitute
                a
                waiver thereof, or of any other right or remedy, and no single or
                partial
                exercise of any right or remedy shall preclude any other or further
                exercise thereof or of any other right or remedy. No waiver of any
                provision of this Note shall be deemed to, or shall, operate as a
                waiver
                of any other provision, whether or not similar, nor shall any waiver
                constitute a continuing waiver.


            


    


    
      
        
        

      

      
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              8.

            	
              Collection
                Costs.
                Maker will pay on demand all costs of collection, including all court
                costs and reasonable attorneys’ fees, paid or incurred by Payee in
                enforcing this Note after an Event of Default has occurred.
                

            


    

    


    
      	
              9.

            	
              Governing
                Law. All
                questions concerning the construction, validity, enforcement and
                interpretation of this Agreement shall be governed by the internal
                laws of
                the State of New York, without giving effect to any choice of law
                or
                conflict of law provision or rule (whether of the State of New York
                or any
                other jurisdictions) that would cause the application of the laws
                of any
                jurisdictions other than the State of New York. Maker hereby irrevocably
                submits to the exclusive jurisdiction of the state and federal courts
                sitting in the City of New York, for the adjudication of any dispute
                hereunder or in connection herewith or therewith, or with any transaction
                contemplated hereby or discussed herein, and hereby irrevocably waives,
                and agrees not to assert in any suit, action or proceeding, any claim
                that
                it is not personally subject to the jurisdiction of any such court,
                that
                such suit, action or proceeding is brought in an inconvenient forum
                or
                that the venue of such suit, action or proceeding is improper. Maker
                hereby irrevocably waives personal service of process and consents
                to
                process being served in any such suit, action or proceeding by mailing
                a
                copy thereof to such party at the address for such notices to it
                under
                this Note and agrees that such service shall constitute good and
                sufficient service of process and notice thereof. Nothing contained
                herein
                shall be deemed to limit in any way any right to serve process in
                any
                manner permitted by law. MAKER
                HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
                REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
                OR IN
                CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
                CONTEMPLATED HEREBY.

            


    

    


    
      	
              10.

            	
              Entire
                Agreement.
                This Note embodies the entire agreement of the parties hereto with
                respect
                to the subject matter of this Note and supersedes all prior agreements
                with respect to its subject matter.


            


    

    


    
      	
              11.

            	
              Severability.
                If one or more of the provisions of this Note should for any reason
                be
                held to be invalid, illegal or unenforceable in any respect, such
                invalidity, illegality or unenforceability shall not affect any other
                provisions of this Note, and this Note shall be construed as if such
                invalid, illegal or unenforceable provision had never been contained
                herein. 

            


    

    


    


    IN
      WITNESS WHEREOF, Maker
      has
      duly executed and delivered this Non-Negotiable Promissory Note as of the date
      first written above.

    


    
      	 	
              MAKER:

            	 
	 	 	 	 
	 	
              POWER
                OF THE DREAM VENTURES, INC.

            
	 	
              f/k/a
                “TIA
                V, INC.”

            
	 	 	 	 
	 	 	 	 
	 	
              By

            	
              /s/
                Victor Rozsnyay

            
	 	 	
              Name:

            	
              Victor
                Rozsnyay

            
	 	 	
              Title:

            	
              President
                & CEO 

            


    

     

     

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