Exhibit 3.1


    
      

    

    
       

      Exhibit
        10.1

       

      SECURITIES
        EXCHANGE AGREEMENT

       

      THIS
        SECURITIES EXCHANGE AGREEMENT
        (the
“Agreement”)
        dated
        as of March 16, 2007 by and among Tia V, Inc.,
        a
        Delaware corporation having its principal office at 7325 Oswego Road , Suite
        D,
        Liverpool, New York, 13090 (“Issuer”),
        Mary
        Passalaqua, the sole and controlling shareholder of Issuer, 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 Hungarian Republic, with its registered office at 1095 Budapest,
        Soroksari ut 94-96, Hungary, (the “Company”),
        and
        the equity owners of Company, each of whom is set forth on the signature
        page of
        this Agreement (“Company
        Equityholders ”).

       

      RECITALS

       

      WHEREAS,
        the
        Company Equityholders currently own all of the issued and outstanding equity
        interests of the Company, constituting an aggregate of
        HUF 3,000,000 (the
        “Company
        Equity Interests”)
        constituting all of the Company’s registered equity capital (the “Company
        Equity”);
        and

       

      WHEREAS,
        Issuer
        is a reporting issuer pursuant to Section 12(g) of the Securities Exchange
        Act
        of 1934, as amended (the “Exchange
        Act”);
        and

      


      WHEREAS,
        the
        Issuer Shareholder owns all of the Issuer’s issued and outstanding common stock
        and has entered into this Agreement for the purpose of making certain
        representations, warranties, covenants, indemnifications and agreements;
        and

       

      WHEREAS,
        the
        Company Equityholders wish to sell, and Issuer wishes to acquire, all of
        the
        issued and outstanding Company Equity in exchange for Issuer's issuance of
        a
        total of 33,300,000
        shares
        of its common stock, $0.0001 par value per share (the “Common
        Stock”)
        to the
        Company Equityholders, all as set forth on Exhibit
        1.1
        hereto,
        subject to and upon the terms and conditions hereinafter set forth herein
        (such
        exchange being herein referred to as the “Reorganization”);
        and

      


      WHEREAS,
        as a
        result of the consummation of the Reorganization the Issuer Shareholder will
        no
        longer control the business and/or corporate affairs of Issuer; and

      


        
        WHEREAS,
        the
        respective Boards of Directors of the Issuer and the Company deem it advisable
        and in the best interests of respectively, the Issuer and the Company, that
        the
        Reorganization is effected pursuant to the terms and conditions of this
        Agreement.

      


      NOW
        THEREFORE,
        in
        consideration of the premises and the mutual covenants, agreements,
        representations and warranties contained herein, and other good and valuable
        consideration, the receipt and sufficiency of which is hereby acknowledged,
        the
        parties hereto hereby agree as follows:



    
      
        
        

      

      
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    ARTICLE
      1

    SECURITIES
      EXCHANGE

     

    1.1   Agreement
      to Exchange Securities.
      Subject
      to the terms and upon the conditions set forth herein, Company Equityholders
      agree to sell, assign, transfer and deliver to Issuer, and Issuer agrees to
      purchase from Company Equityholders, at the Closing, all of the Company Equity
      Interests, in exchange for the issuance by Issuer, at the Closing, the Exchange
      Shares (as defined in Section 1.3(b) hereof) to Company Equityholders, in
      individual amounts specified on Exhibit
      1.1
      hereto.

     

    1.2   Closing.
      The
      closing of the Reorganization (the “Closing”)
      shall
      take place at the offices of Sierchio Greco & Greco, 720 Fifth Avenue, New
      York, New York at 10:00 a.m., local time, on such date as is promptly as
      practicable following satisfaction or waiver of the conditions set forth in
      Articles
      6 and 7
      hereof,
      or on such other date or at such other time and place as may be agreed to by
      the
      Company and Issuer (“Closing
      Date”).

     

    1.3   Closing
      Deliveries.
      At the
      Closing, the following deliveries shall be made:

     

    (a)   Company
      Equity Interests.
      Each
      Company Equityholder shall deliver to Issuer any certificate(s) evidencing
      the
      Company Equity Interests owned by such Company Equityholder as more fully set
      forth on Exhibit
      1.1
      hereto
      (“Company
      Certificates”),
      along
      with duly executed assignments, substantially in the form of Exhibit
      1.3(a)
      hereto,
      of such Company Equity Interests, in order to effectively vest in Issuer all
      right, title and interest in and to the Company Equity Interests owned by such
      Company Equityholder. From time to time after the Closing Date, and without
      further consideration, each Company Equityholder shall execute and deliver
      such
      other instruments of transfer and take such other actions as Issuer may
      reasonably request in order to more effectively transfer to Issuer the
      securities intended to be transferred hereunder and as otherwise required to
      effectively register such transfer with the applicable Authorities (as defined
      below) including, but not limited to, the Republic of Hungary.

     

    (b)   Exchange
      Shares.
      Issuer
      shall issue to the Company Equityholders original certificates evidencing and
      representing 33,300,000 shares of Common Stock ( the “Exchange
      Shares”)
      and
      deliver the Exchange Shares for forwarding to Dr. Gabor Szilagyi, the Company’s
      counsel in the Republic of Hungary (hereinafter, the “Exchange Agent”) to be
      distributed by the Exchange Agent in accordance with the provisions of Section
      6.8 of this Agreement. The Exchange Shares shall be in form and substance
      satisfactory to the Company Equityholders, in order to vest effectively in
      each
      Company Equityholder and each such designee its respective right, title and
      interest in and to the Exchange Shares, all as more fully set forth on
Exhibit
      1.1
      hereto.

    


    (c)   Separation
      and Release Agreement. Each
      of
      the Issuer and the Issuer Shareholder shall deliver a duly executed Separation
      and Release Agreement substantially in the form of Exhibit
      1.3 (c)
      hereto.


    
      
        
        

      

      
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    (d)   Non-Negotiable Promissory
      Note.
      The
      Issuer shall issue to the Issuer Shareholder a duly executed
      non-negotiable promissory
      note (the “Promissory
      Note”)
      substantially in the form of Exhibit
      1.3(d)
      hereto.
      The Promissory Note shall be in the principal amount of $250,000 and shall
      be
      due and payable one year following the Closing Date. The Promissory Note shall
      accrue interest at the prime rate as reported by the Wall Street Journal’s Bank
      Survey on the day immediately preceding the Closing Date. 

    


    (e)   Certificate
      of Amendment. The
      Issuer shall deliver a duly authorized and executed certificate of Amendment
      to
      its certificate of incorporation in form for filing with the Secretary of State
      of the State of Delaware for the purpose of effecting the change of the Issuer’s
      name as contemplated by Section
      6.5
      hereof.

    


    (f)    Other
      Documents.
      Each of
      the Company, Issuer, Issuer Shareholder, and each Company Equityholder shall
      receive, in a form and substance reasonably satisfactory to it, all certificates
      and other documents, instruments and writings to evidence the transactions
      contemplated by this Agreement from any other party hereto as it may reasonably
      request.

     

    ARTICLE
      2

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    The
      Company hereby represents and warrants to Issuer that the following are correct
      and complete as of the date hereof, except insofar as the representations and
      warranties relate expressly and solely to a particular date or period, in which
      case the Company represents and warrants to Issuer that such representations
      and
      warranties were true, correct and complete with respect to such date or
      period:

     

    2.1   Corporate
      Organization, Standing, Power.
      The
      Company is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of the Republic of Hungary with the requisite
      limited liability company power and authority to carry on its business as it
      is
      now being conducted and to own, operate and lease its properties and assets,
      is
      duly qualified or licensed to do business as a foreign company in good standing
      in every other jurisdiction in which the character or location of the properties
      and assets owned, leased or operated by it or the conduct of its business
      requires such qualification or licensing, except in such jurisdictions in which
      the failure to be so qualified or licensed and in good standing would not,
      individually or in the aggregate, have a Material
      Adverse Effect
      (as
      defined in Section
      10.15
      hereof)
      on the Company.

     

    2.2   Capitalization;
      Subsidiaries.

     

    (a) The
      Company Equity Interests
      constitute all of the issued and outstanding Company Equity and are owned by
      the
      Company Equityholders set forth as signatories to this Agreement. All of the
      Company Equity Interests have been duly authorized and are validly issued,
      fully
      paid and non-assessable and are without preemptive rights. Other than as
      contemplated by this Agreement, there is no subscription, option, warrant,
      call,
      right, contract, agreement, commitment, understanding or arrangement to which
      the Company is a party, or by which it is bound, with respect to the future
      issuance, sale, delivery or transfer of the capital securities of the Company,
      including any right of conversion or exchange under any security or other
      instrument. There are no restrictions on the transfer, sale or other disposition
      of the Company Equity (including the Company Equity Interests) contained in
      the
      Company’s formation and governing documents or under the terms of any agreement
      to which the Company is party. No equity securities of the Company have
      been
      registered under foreign, state or federal securities laws. All of the Company
      Equity Interests have been issued pursuant to an appropriate exemption from
      the
      registration requirements of the Securities Act of 1933, as amended
      (“Securities
      Act”)
      and
      from all applicable registration or qualification requirements of the various
      U.S. states and foreign jurisdictions. 


    
      
        
        

      

      
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    (b)
      Except as set forth on Exhibit
      2.2 (b)
      hereto,
      the Company does not own, and has never owned, directly or indirectly, any
      equity interest in any individual, domestic or foreign corporation (including
      any non-profit corporation), general or limited partnership, a limited liability
      company, joint venture, estate, trust, association, organization, labor union,
      or other entity (collectively, a “Person”).
      

     

    2.3   Authorization.
      The
      Company has all requisite power and authority to enter into, execute, deliver,
      and perform its obligations under this Agreement. This Agreement has been duly
      and validly executed and delivered by the Company and is the valid and binding
      legal obligation of the Company enforceable against the Company in accordance
      with its terms, subject to bankruptcy, moratorium, principles of equity and
      other limitations limiting the rights of creditors generally.

     

    2.4   Non-Contravention.
      Neither
      the execution, delivery, and performance of this Agreement, nor the consummation
      of the transactions contemplated herein, in each case by the Company,
      will:

     

    (a)
      violate, contravene or be in conflict with any provision of the articles of
      association or memorandum of association of the Company ;

     

    (b)
      be in
      conflict with, or constitute a default, however defined (or an event which,
      with
      the giving of due notice or lapse of time, or both, would constitute such a
      default), under, or cause or permit the acceleration of the maturity of, or
      give
      rise to any right of termination, cancellation, imposition of fees or penalties
      under any debt, note, bond, lease, mortgage, indenture, license, obligation,
      contract, commitment, franchise, permit, instrument or other agreement or
      obligation to which the Company is a party or by which the Company or any of
      the
      Company's properties or assets are or may be bound, other than any conflict,
      default, acceleration, termination, fee or penalty that will not, individually
      or in the aggregate, have a Material Adverse Effect on the Company;

     

    (c)
      result in the creation or imposition of any pledge, lien, security interest,
      restriction, option, claim or charge of any kind whatsoever (“Encumbrances”)
      upon
      any property or assets of the Company under any debt, obligation, contract,
      agreement or commitment to which the Company is a party or by which the Company
      or any of the Company's assets or properties are bound, other than any
      Encumbrances that will not, individually or in the aggregate, have a Material
      Adverse Effect on the Company; or


    
      
        
        

      

      
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    (d)
      materially violate any statute, treaty, law, judgment, writ, injunction,
      decision, decree, order, regulation, ordinance or other similar authoritative
      matters (referred to herein individually as a “Law”
and
      collectively as “Laws”)
      of any
      foreign, federal, state or local governmental or quasi-governmental,
      administrative, regulatory or judicial court, department, commission, agency,
      board, bureau, instrumentality or other authority (referred to herein
      individually as an “Authority”
and
      collectively as “Authorities”).

     

    2.5   Consents
      and Approvals.
      No
      consent, approval, order or authorization of or from, or registration,
      notification, declaration or filing with (“Consent”)
      of any
      Person, including any Authority, is required in connection with the execution,
      delivery or performance of this Agreement by the Company or the consummation
      by
      the Company of the transactions contemplated herein, other than any Consent
      which, if not made or obtained, will not, individually or in the aggregate,
      have
      a Material Adverse Effect on the Company and other than any Consents which
      have
      been obtained.

     

    2.6   Compliance
      With Law; Permits and Other Operating Rights.
      The
      assets, properties, business and operations of the Company are and have been
      in
      compliance in all respects with all Laws applicable to its respective assets,
      properties, business and operations, except where the failure to comply would
      not have a Material Adverse Effect on the Company. The Company possesses all
      permits, licenses and other authorizations from all Authorities necessary to
      permit it to operate its business in the manner in which it presently is
      conducted and the consummation of the transactions contemplated by this
      Agreement will not prevent the Company from being able to continue to use such
      permits and operating rights, except where any such failure would not have
      a
      Material Adverse Effect on the Company. The Company has not received written
      notice of any violation of any such applicable Law or is in default with respect
      to any order, writ, judgment, award, injunction or decree of any
      Authority.

     

    2.7   Issuance
      of Common Stock.
      To the
      Company's knowledge, as of the date of this Agreement and as of the Closing
      Date, no facts or circumstances exist or will exist that could cause the
      issuance of Exchange Shares pursuant to the Reorganization to fail to meet
      an
      exemption from the registration requirements of Section 5 of the Securities
      Act
      afforded by Section 4(2) of the Securities Act and/or Regulations D and S,
      as
      promulgated by the United States Securities and Exchange Commission (the
“SEC”)
      under
      the Securities Act.

     

    2.8   Books
      and Records.
      The
      books of account, minute books, equity ownership record books, and other
      material records (collectively, the “Company
      Records”)
      of the
      Company are complete and correct in all material respects and have been
      maintained in accordance with reasonable business practices and reflect all
      actions by the Company requiring the approval of its managers and/or Company
      Equityholders. The minute books of the Company contain accurate and complete
      records of all formal meetings held of, and limited liability company action
      taken by, the Company Equityholders, the managers and committees of the managers
      of the Company. True and correct copies of the Company Records have been
      delivered by the Company to the Issuer. Except as set forth on Exhibit
      2.8
      hereto,
      the Company Records have not been amended or modified since December 31,
      2006. 


    
      
        
        

      

      
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    2.9   Litigation.
      There
      is
      no legal, administrative, arbitration, or other proceeding, suit, claim or
      action of any nature or investigation, review or audit of any kind, or any
      judgment, decree, decision, injunction, writ or order pending, noticed,
      scheduled, or, to the knowledge of the Company, threatened or contemplated
      by or
      against or involving the Company, its assets, properties or business or its
      directors, officers, agents or employees (but only in their capacity as such),
      whether at law or in equity, before or by any person or entity or Authority,
      or
      which questions or challenges the validity of this Agreement or any action
      taken
      or to be taken by the parties hereto pursuant to this Agreement or in connection
      with the transactions contemplated herein.

    


    2.10   Buildings,
      Plants and Equipment.
      The
      buildings, plants, structures and material items of equipment and other personal
      property owned or leased by the Company are in all respects material to the
      Company’s business or financial condition, taken as a whole, in good operating
      condition and repair (ordinary wear and tear excepted) and are adequate in
      all
      such respects for the purposes for which they are being used. The Company has
      not received notification that any of its properties are in violation of any
      applicable building, zoning, anti-pollution, health, safety or other law,
      ordinance or regulation in respect of their buildings, plants or structures
      or
      their operations, which violation is likely to have a Material Adverse Effect
      on
      the Company’s business or financial condition taken as a whole.

    


    2.11   Title
      to Properties.
      the
      Company owns all of its material properties and assets they purport to own
      (real, personal and mixed, tangible and intangible), including, without
      limitation, all the material properties and assets reflected in the Company’s
      Financial Statements (as defined below) and all the material properties and
      assets purchased or otherwise acquired by the Company since the date of the
      Company’s
      Financial Statements. All properties and assets reflected in the
      Company’s
      Financial Statements are free and clear of all material encumbrances and are
      not, in the case of real property, subject to any material rights of way,
      building use restrictions, exceptions, variances, reservations or limitations
      of
      any nature whatsoever except, with respect to all such properties and assets,
      (a) mortgages or security interests shown on the Company’ Financial Statements
      as securing specified liabilities or obligations, with respect to which no
      default (or event which, with notice or lapse of time or both, would constitute
      a default) exists, (b) mortgages or security interests incurred in connection
      with the purchase of property or assets after the date of the Company’ Financial
      Statements (such mortgages and security interests being limited to the property
      or assets so acquired), with respect to which no default (or event which, with
      notice or lapse of time or both, would constitute a default) exists, (c) as
      to
      real property, (i) imperfections of title, if any, none of which materially
      detracts from the value or impairs the use of the property subject thereto,
      or
      impairs the operations of the Company and (ii) zoning laws that do not impair
      the present or anticipated use of the property subject thereto, and (d) liens
      for current taxes not yet due. The properties and assets of the Company include
      all rights, properties and other assets necessary to permit the Company to
      conduct its businesses in all material respects in the same manner as it is
      conducted on the date of this Agreement.


    
      
        
        

      

      
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    2.12   No
      Condemnation or Expropriation.
      Neither
      the whole nor any portion of the property or leaseholds owned or held by the
      Company is subject to any governmental decree or order to be sold or is being
      condemned, expropriated or otherwise taken by any governmental body or other
      person with or without payment of compensation therefor, which action is likely
      to have a Material Adverse Effect on the Company’s business or financial
      condition taken as a whole.

    


    2.13   Financial
      Statements.
      The
      Company’s financial statements and notes previously delivered to Issuer (the
      "Company
      Financial Statements")
      fairly
      present the consolidated financial condition of the Company as at the respective
      dates thereof and for the periods therein referred to, all in accordance with
      generally accepted accounting principles consistently applied throughout the
      periods involved, except as set forth in the notes thereto, and shall be capable
      of being utilized in any SEC filing in compliance with Rule 310 of Regulation
      S-B promulgated under the Securities Act.

    


    2.14   Contracts
      and Commitments.
      The
      Company is not a party to any: 

    


    (a)   Contract
      or agreement (other than purchase or sales orders entered into in the ordinary
      course of business) involving any liability of more than $50,000 and not
      cancelable by it (without liability to it) within 60 days. The Company has
      delivered to Issuer copies of any and all material agreements, arrangements,
      contracts or other matters relating to the Company.

    


    (b)   Lease
      of
      personal property involving annual rental payments in excess of $50,000 and
      not
      cancelable by it (without liability to it) within 90 days;

    


    (c)   Employee
      bonus, stock option or stock purchase, performance unit, profit-sharing,
      pension, savings, retirement, health, deferred or incentive compensation,
      insurance or other material employee benefit plan (as defined in Section 2(3)
      of
      ERISA) or program for any of the employees, former employees or retired
      employees of the Company;

    


    (d)   Commitment,
      contract or agreement that is currently expected by the management of the
      Company to result in any material loss upon completion or performance
      thereof;

    


    (e)   Contract,
      agreement or commitment, that is material to the business of the Company, with
      any officer, employee, agent, consultant, advisor, salesman, sales
      representative, value added reseller, distributor or dealer; or


    
      
        
        

      

      
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    (f)   Employment
      agreement or other similar agreement that contains any severance or termination
      pay, liabilities or obligations. 

    


    All
      such
      contracts and agreements are in full force and effect. The Company is not in
      breach or violation of, or in default under, any agreement, instrument,
      indenture, deed of trust, commitment, contract or other obligation of any type
      to which it is a party or is or may be bound that relates to its business or
      to
      which any of its assets or properties is subject, the effect of which breach,
      violation or default is likely to have a Material Adverse Effect on the business
      or financial condition of the Company.

    


    2.15   Labor
      Relations.
      The
      Company is not a party to any collective bargaining agreement. Except for any
      matter which is not likely to have a Material Adverse Effect on the business
      or
      financial condition of the Company, (a) the Company is in compliance with all
      applicable laws respecting employment and employment practices, terms and
      conditions of employment and wages and hours, and the Company is not engaged
      in
      any unfair labor practice, (b) there is no unfair labor practice complaint
      against the Company pending before the National Labor Relations Board or similar
      foreign government agency, (c) there is no labor strike, dispute, slowdown
      or
      stoppage actually pending or threatened against the Company, (d) no
      representation question exists respecting the employees of the Company, (e)
      the
      Company has not experienced any strike, work stoppage or other labor difficulty,
      and (f) no collective bargaining agreement relating to employees of any of
      the
      Company is currently being negotiated. 

    


    2.16   Employee
      Benefit Plans. The
      Company does not have any pension plan, profit sharing or similar employee
      benefit plan.

    


    2.17   Tax
      Matters. The
      Company has duly filed when due all tax reports and returns in connection with
      and in respect of its business, assets and employees, and has timely paid and
      discharged all amounts shown as due thereon. The Company has not received any
      notice of any tax deficiency outstanding, proposed or assessed against or
      allocable to it, and has not executed any waiver of any statute of limitations
      on the assessment or collection of any tax or executed or filed with any
      Authority any agreement now in effect extending the period for assessment or
      collection of any taxes against it.

    


    2.18   Environmental
      Matters.
      At all
      times prior to the date hereof, the Company has complied in all material
      respects with applicable environmental laws, orders, regulations, rules and
      ordinances relating to its business, properties and assets, the violation of
      which would have a Material Adverse Effect on the business or financial
      condition of the Company or which would require a payment by the Company in
      excess of $50,000 in the aggregate, and which have been duly adopted, imposed
      or
      promulgated by any legislative, executive, administrative or judicial body
      or
      officer of any governmental agency. The environmental licenses, permits and
      authorizations that are material to the operations of the Company are in full
      force and effect.

    


    2.19   Absence
      of Certain Commercial Practices.
      the
      Company has not, directly or indirectly, paid or delivered any fee, commission
      or other sum of money or item of property, however characterized, to any finder,
      agent, government official or other party, in the United States or any other
      country, which is in any manner related to its business or operations, which
      it
      knows or has reason to believe to have been illegal under any federal, state
      or
      local laws of the United States or any other country having jurisdiction; and
      the Company has not participated, directly or indirectly, in any boycotts or
      other similar practices affecting any of its actual or potential customers
      in
      violation of any applicable law or regulation.


    
      
        
        

      

      
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    2.20   Proprietary
      Rights.
      The
      Company owns or possesses or has adequate licenses or other rights to use,
      and
      has taken all action reasonably necessary to protect, all intellectual property
      necessary for its business as now conducted and as proposed to be conducted
      without, to the best of its knowledge, any conflict with or infringement of
      the
      rights of others. A list of all intellectual property of the Company has been
      delivered to Issuer. There are no outstanding options, licenses or agreements
      of
      any kind relating to the foregoing, nor is the Company bound by or a party
      to
      any options, licenses or agreements of any kind with respect to the intellectual
      property of any other person or entity. The Company has not received any
      communications alleging that it has violated, or by conducting its business
      would violate, any of the intellectual property rights of any other person
      or
      entity, nor is the Company aware of any basis for the foregoing. The Company
      is
      not aware that any of its employees or contractors are obligated under any
      contract (including licenses, covenants or commitments of any nature) or other
      agreement, or subject to any judgment, decree or order of any court or
      administrative agency, that would interfere with the use of such employee’s or
      contractor’s best efforts to promote its interests, or that would conflict with
      the business of the Company as presently conducted.

    


    2.21   Borrowing
      and Guarantees.
      Except
      as set forth on the Financial Statements, the Company (a) has no indebtedness
      for borrowed money, (b) is not lending or committed to lend any money (except
      for advances to employees in the ordinary course of business and as otherwise
      previously disclosed in writing to Issuer), and (c) is not a guarantor or surety
      with respect to the obligations of any Person.

    


    2.22   Marketability
      of Title.
      Except
      as
      provided for in the Company’s Financial Statements, the Company has, and on the
      Closing Date will have, good and marketable title to all of their respective
      furniture, fixtures, equipment and other assets as set forth in the Company’s
      Financial Statements, and such assets are owned free and clear of all security
      interests, pledges, liens, restrictions and encumbrances of every kind and
      nature.

    


    2.23   Payments
      and Distributions. Through
      the Closing Date there will be (i) no bonuses or extraordinary compensation
      to
      any of the officers, directors, members, managers or Company Equityholders
      of
      the Company, (ii) no loans made to or any other transactions with any of the
      officers, directors, members, managers or Company Equityholders of the Company
      or their families (except as previously disclosed in writing to Issuer), and
      (iii) no dividends or other distributions declared or paid by the
      Company.

    


    2.24   Related
      Party Transactions.
      The
      Company does not engage in business with any person or entity in which any
      of
      its officers, directors or other affiliates have a material equity interest.
      No
      affiliate of the Company owns any property, asset or right, which is material
      to
      the business of the Company. There are, and on the Closing Date there will
      be,
      no loans, leases or other Contracts outstanding between the Company and any
      affiliate, other than such Contracts as have been approved in writing by Issuer.
      


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    2.25   [INTENTIONALLY
      OMITTED.]

     

    2.26   Subject
      of Legal Proceedings.
      During
      the past five (5) year period none of the Company, nor any of its officers
      or
      directors, nor any person intended upon consummation of the transactions
      contemplated herein to become an officer or director of Issuer or any successor
      entity or subsidiary, has been the subject of:

     

    


    (a)a
      petition under the Federal bankruptcy laws or any other insolvency or moratorium
      law or has a receiver, fiscal agent or similar officer been appointed by a
      court
      for the business or property of the Company or such person, or any partnership
      in which the Company or any such person was a general partner at or within
      two
      years before the time of such filing, or any corporation or business association
      of which the Company or any such person was an executive officer at or within
      two years before the time of such filing;

    


    (b)
      a
      conviction in a criminal proceeding or a named subject of a pending criminal
      proceeding (excluding traffic violations which do not relate to driving while
      intoxicated or driving under the influence); 

    


    (c)
      any
      order, judgment or decree, not subsequently reversed, suspended or vacated,
      of
      any court of competent jurisdiction, permanently or temporarily enjoining the
      Company or any such person from, or otherwise limiting, the following
      activities:

    


    (i)
      acting as a futures commission merchant, introducing broker, commodity trading
      advisor, commodity pool operator, floor broker, leverage transaction merchant,
      any other person regulated by the United States Commodity Futures Trading
      Commission or an associated person of any of the foregoing, or as an investment
      adviser, underwriter, broker or dealer in securities, or as an affiliated
      person, director or employee of any investment company, bank, savings and loan
      association or insurance company, or engaging in or continuing any conduct
      or
      practice in connection with such activity;

    


    (ii)
      engaging in any type of business practice; or

    


    (iii)
      engaging in any activity in connection with the purchase or sale of any security
      or commodity or in connection with any violation of Federal, state or other
      securities laws or commodities laws;

    


    (d)
      any
      order, judgment or decree, not subsequently reversed, suspended or vacated,
      of
      any Federal, state or local authority barring, suspending or otherwise limiting
      for more than 60 days the right of the Company or any such person to engage
      in
      any activity described in the preceding sub-paragraph, or to be associated
      with
      persons engaged in any such activity;


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (e)
      a
      finding by a court of competent jurisdiction in a civil action or by the SEC
      to
      have violated any securities law, regulation or decree and the judgment in
      such
      civil action or finding by the SEC has not been subsequently reversed, suspended
      or vacated; or

    


    (f)
      a
      finding by a court of competent jurisdiction in a civil action or by the
      Commodity Futures Trading Commission to have violated any federal commodities
      law, and the judgment in such civil action or finding by the Commodity Futures
      Trading Commission has not been subsequently reversed, suspended or vacated.
      

    


    2.22   No
      Material Adverse Change.
      Since
      the
      date of the Company’s Financial Statements, there has not been any material
      adverse change in the business or financial condition of the Company taken
      as a
      whole, nor has the Company incurred any material indebtedness.

    


    2.23   Accuracy
      of Information.
      No
      representation or warranty made by the Company in this Agreement or in any
      agreement or certificate furnished or to be furnished to Issuer at the Closing
      by or on behalf of the Company in connection with any of the transactions
      contemplated by this Agreement contains or will contain any untrue statement
      of
      material fact or omit any material fact necessary in order to make the
      statements herein or therein not misleading in light of the circumstances in
      which they are made, and all of the foregoing completely and correctly present
      the information required or purported to be set forth herein or
      therein.

     

    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES 

    OF
      THE COMPANY EQUITYHOLDERS

     

    Each
      Company Equityholder, severally and not jointly, represents, warrants and
      covenants to Issuer with respect to itself that the following are correct and
      complete as of the date hereof, except insofar as the representations and
      warranties relate expressly and solely to a particular date or period, in which
      case each Company Equityholder, severally and not jointly, represents, warrants
      and covenants to Issuer that such representations and warranties were true,
      correct and complete with respect to such date or period:

     

    3.1   Power
      and Authority.
      The
      Company Equityholder has all requisite power and authority, or legal capacity,
      as the case may be, to enter into and to carry out all of the terms of this
      Agreement and all other documents executed and delivered in connection herewith
      (collectively, the “Documents”).
      Any
      action on the part of the Company Equityholder necessary for the authorization,
      execution, delivery and performance of the Documents by the Company Equityholder
      has been taken and no further authorization on the part of the Company
      Equityholder is required to consummate the transactions provided for in the
      Documents. When executed and delivered by the Company Equityholder, the
      Documents shall constitute the valid and legally binding obligation of the
      Company Equityholder enforceable in accordance with their respective terms,
      subject to bankruptcy, moratorium, principles of equity and other limitations
      limiting the rights of creditors generally. Each Company Equityholder who is
      a
      natural person is over the age of 21, has not been declared incompetent, and
      has
      the right to execute, deliver and perform this Agreement and the other Documents
      contemplated herein without the consent or joinder of any other Person or
      Authority.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    3.2   Ownership
      of and Title To Securities.
      The
      Company Equityholder will transfer to Issuer good and marketable title to the
      Company Equity which it owns or will own, free and clear of all pledges,
      security interests, mortgages, liens, claims, charges, restrictions or
      encumbrances, except for any restrictions imposed by United States federal
      or
      state securities Laws.

     

    3.3   Investment
      and Related Representations.

     

    (a)
       Securities
      Laws Compliance.
      The
      Company Equityholder is aware that neither the Exchange Shares nor the offer
      or
      sale thereof to the Company Equityholder has been registered under the
      Securities Act, or under any state or foreign securities Laws. The Company
      Equityholder understands that the Exchange Shares it will receive will be
      characterized as “restricted” securities under United States federal securities
      Laws inasmuch as they are being acquired in a transaction not involving a public
      offering and that under such Laws and applicable regulations such securities
      may
      be resold without registration under the Securities Act only in certain limited
      circumstances. The Company Equityholder agrees that the Company Equityholder
      will not sell all or any portion of Exchange Shares except pursuant to
      Regulations D or S under the Securities Act, pursuant to registration under
      the
      Securities Act or pursuant to an other available exemption from registration
      under the Securities Act, and will not engage in hedging transactions with
      regard to the Exchange Shares unless in compliance with the Securities Act.
      The
      Company Equityholder understands that each certificate for Exchange Shares
      issued to the Company Equityholder or to any subsequent transferee shall bear
      a
      legend substantially as set forth below, and that Issuer shall refuse to
      transfer the Exchange Shares except in accordance with such
      restrictions:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED,
      HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH
      AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH
      SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH
      REGULATION S UNDER THE SECURITIES ACT OR IS EXEMPT FROM THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS; AND
      HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
      IN
      COMPLIANCE WITH THE 1933 ACT.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (b)
       Investment
      Representation.
      This
      Agreement is made with the Company Equityholder in reliance upon the Company
      Equityholder's representation, which by the Company Equityholder's execution
      of
      this Agreement the Company Equityholder hereby confirms, that the Exchange
      Shares to be received by the Company Equityholder are being acquired pursuant
      to
      this Agreement for its own account, for investment, and not with a view to
      the
      resale or distribution thereof (i) such that the Company Equityholder would
      be
      considered an “underwriter” as such term is defined in the Securities Act, and
      (ii) unless pursuant to an effective registration statement or exemption under
      the Securities Act.

     

    (c)
       No
      Public Solicitation.
      The
      Company Equityholder is acquiring the Exchange Shares after private negotiation
      and has not been attracted to the acquisition of the Exchange Shares by any
      press release, advertising, publication, or other general solicitation or
      through any directed selling efforts (as such term is defined in Regulation
      S
      promulgated under the Securities Act) made in the United States.

     

    (d)
       Access
      to Information.
      The
      Company Equityholder acknowledges that the reports (collectively the
“SEC
      Reports”)
      filed
      by Issuer with the SEC are publicly available, and that the Company Equityholder
      has reviewed the SEC Reports to the extent that the Company Equityholder deemed
      necessary and appropriate in making an investment decision
      hereunder.

     

    (e)
       Investor
      Solicitation and Ability to Bear Risk to Loss.
      The
      Company Equityholder acknowledges the acquisition of the Exchange Shares is
      a
      highly speculative investment, involving a high degree of risk and that he
      can
      bear the economic risk of investment in such securities without producing a
      material adverse change in the Company Equityholder's financial condition.
      The
      Company Equityholder otherwise has such knowledge and experience in financial
      or
      business matters that the Company Equityholder is capable of evaluating the
      merits and risks of the investment in the Exchange Shares.

     

    (f)
       
      Non-U.S. Person Status.
      Other
      than those Company Equityholders denoted as U.S. residents on Exhibit
      1.1
      hereto,
      each Company Equityholder is not a “U.S. Person,” and is not acquiring the
      Exchange Shares for the account or benefit of any U.S. Person, and is acquiring
      the Exchange Shares in an “offshore transaction,” as those terms are defined in
      Regulation S. If the Company Equityholder is not a “US Person, such Company
      Equityholder further represents, warrants and acknowledges that the Exchange
      Shares have not been offered to the Company Equityholder in the United States
      and the Persons making the decision to purchase the Exchange Shares and
      executing and delivering this Agreement on behalf of the Company Equityholder
      were not in the United States when the decision was made and this Agreement
      was
      executed and delivered; the Company Equityholder will not engage in any activity
      for the purpose of, or that could reasonably be expected to have the effect
      of,
      conditioning the market in the United States for any of the Exchange Shares;
      and
      that neither the Company Equityholder nor any of his affiliates will directly
      or
      indirectly maintain any short position, purchase or sell put or call options
      or
      otherwise engage in any hedging activities in any of the Exchange Shares or
      any
      other Exchange Shares of the Company until the expiration of the “Distribution
      Compliance Period”
(as
      defined in Regulation
      S),
      and
      acknowledges that such activities are prohibited by Regulation.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (e)
      No
      Obligation to Register the Exchange Shares.
      Except
      as provided in Section
      10.5
      hereof,
      the Company Equityholder acknowledges that Issuer has no obligation or present
      intention of registering the Exchange Shares for sale by the Company
      Equityholders.

     

    ARTICLE
      4

    REPRESENTATIONS
      AND WARRANTIES OF ISSUER

     

    Issuer
      hereby represents and warrants to the Company and the Company Equityholders
      that
      the following are correct and complete as of the date hereof, except insofar
      as
      the representations and warranties relate expressly and solely to a particular
      date or period, in which case Issuer represents and warrants to the Company
      and
      the Company Equityholders that such representations and warranties were true,
      correct and complete with respect to such date or period:

     

    4.1   Corporate
      Organization, Standing and Power.
      Issuer
      is a corporation duly organized, validly existing and in good standing under
      the
      Laws of the State of Delaware with the requisite corporate power and authority
      to carry on its business as it is now being conducted and to own, operate and
      lease its properties and assets, is duly qualified or licensed to do business
      as
      a foreign corporation in good standing in every other jurisdiction in which
      the
      character or location of the properties and assets owned, leased or operated
      by
      it or the conduct of its business requires such qualification or licensing.
      Complete and correct copies of Issuer's certificate of incorporation and bylaws
      have previously been made available to the Company.

     

    4.2    Capitalization;
      Subsidiaries.

     

    (a)
      Issuer is authorized by its Certificate of Incorporation to issue an aggregate
      of 260,000,000 shares of capital stock, of which 250,000,000 are shares of
      Common Stock, par value $.0001 per share and 10,000,000 are shares of Preferred
      Stock, par value $.0001 per share. Issuer has 2,500,000 shares of common stock
      issued and outstanding (the “Issuer
      Shares”),
      all
      of which are owned of record by the Issuer Shareholder, and no other shares
      of
      any class or series of capital stock issued and outstanding. All of the Issuer
      Shares have been duly authorized and are validly issued, fully paid and
      non-assessable and are without, and were not issued in violation of, preemptive
      rights.

    


    The
      Issuer does not have any outstanding bonds, debentures, notes or other
      indebtedness which (i) have the right to vote (or are convertible or exercisable
      into securities having the right to vote) on any matter, or (ii) are or will
      become entitled to receive any payment in shares or equity as a result of the
      consummation of the transactions contemplated herein. Other than as above or
      as
      contemplated by this Agreement, there is no subscription, option, warrant,
      call,
      right, contract, agreement, commitment, understanding or arrangement to which
      Issuer is a party, or by which it is bound, with respect to the issuance, sale,
      delivery or transfer of the capital securities of Issuer, including any right
      of
      conversion or exchange under any security or other instrument.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (b)
      Issuer does not own, and has never owned, directly or indirectly, any equity
      interest in any Person.

     

    4.3   Authorization.
      Issuer
      has all requisite corporate power and authority to enter into, execute, deliver,
      and perform its obligations under this Agreement. The Board of Directors of
      Issuer has taken all action required by Law, Issuer's certificate of
      incorporation and bylaws or otherwise to authorize the execution, delivery
      and
      performance of this Agreement and the consummation of the transactions
      contemplated herein. This Agreement has been duly and validly executed and
      delivered by Issuer and is the valid and binding legal obligation of Issuer
      enforceable against Issuer in accordance with its terms, subject to bankruptcy,
      moratorium, principles of equity and other limitations limiting the rights
      of
      creditors generally.

     

    4.4    Non-Contravention.
      Neither
      the execution, delivery and performance of this Agreement, nor the consummation
      of the transactions contemplated herein will:

     

    (a)
      violate any provision of the certificate of incorporation or bylaws of Issuer;
      or

     

    (b)
      be in
      conflict with, or constitute a default, however defined (or an event which,
      with
      the giving of due notice or lapse of time, or both, would constitute such a
      default), under, or cause or permit the acceleration of the maturity of, or
      give
      rise to, any right of termination, cancellation, imposition of fees or penalties
      under, any debt, note, bond, lease, mortgage, indenture, license, obligation,
      contract, commitment, franchise, permit, instrument or other agreement or
      obligation to which Issuer is a party or by which Issuer or any of its
      properties or assets is or may be bound;

     

    (c)
      result in the creation or imposition of any Encumbrance upon any property or
      assets of Issuer under any debt, obligation, contract, agreement or commitment
      to which Issuer is a party or by which Issuer or any of their respective assets
      or properties is or may be bound; or

      

    (d)
      materially violate any Law of any Authority.

     

    4.5   Consents
      and Approvals.
      No
      Consent is required by any person or entity, including any Authority, in
      connection with the execution, delivery and performance of this Agreement by
      Issuer or the consummation of the transactions contemplated herein, other than
      any Consent which, if not made or obtained, will not, individually or in the
      aggregate, have a Material Adverse Effect on the business of Issuer, and other
      than any Consents which have been obtained or are required pursuant to
      applicable securities Laws.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    4.6   Valid
      Issuance.
      The
      Exchange Shares to be issued in connection with this Agreement have been duly
      authorized and, when issued and delivered and upon the delivery of the
      consideration therefor as provided in this Agreement, will be validly issued,
      fully paid and non-assessable and will not be subject to any restrictions,
      except those under United States federal and state securities Laws.

     

    4.7   SEC
      Filings; Financial Statements.

     

    (a)
      All
      statements, reports, schedules, forms and other documents required to have
      been
      filed by Issuer with the SEC have been so filed on a timely basis. As of the
      time it was filed with the SEC (or, if amended or superseded by a filing prior
      to the date of this Agreement, then on the date of such filing): (i) each of
      the
      SEC Reports complied in all material respects with the applicable requirements
      of the Securities Act or the Securities Exchange Act of 1934 (the “Exchange
      Act”);
      and
      (ii) none of the SEC Reports contained any untrue statement of a material fact
      or omitted to state a material fact required to be stated therein or necessary
      in order to make the statements therein, in the light of the circumstances
      under
      which they were made, not misleading.

     

    (b)
      The
      financial statements contained in the SEC Reports: (i) complied as to form
      in
      all material respects with the published rules and regulations of the SEC
      applicable thereto; (ii) were prepared in accordance with GAAP applied on a
      consistent basis throughout the periods covered (except as may be indicated
      in
      the notes to such financial statements and, in the case of unaudited statements,
      as permitted by Form 10-QSB of the SEC); and (iii) fairly present, in all
      material respects, the financial position of Issuer as of the respective dates
      thereof and the results of operations of Issuer for the periods covered thereby.
      All adjustments considered necessary for a fair presentation of such financial
      statements have been included.

     

    4.8   No
      Liabilities.
      Issuer
      has no liabilities, obligations, or contingencies (whether absolute, accrued,
      or
      contingent) (each a “Liability”
and
      collectively, “Liabilities”)
      except
      for (i) Liabilities expressly stated in the most recent balance sheet included
      in the SEC Reports or the notes thereto and (ii) Liabilities which do not exceed
      US$1,000 in the aggregate.

    


    4.9   Assets.
      The sole
      assets of Issuer are any cash in any bank account of Issuer. There are no
      Encumbrances on any assets of Issuer.

     

    4.10   Real
      Property; Leases.
      Issuer
      owns no real property and is not party to any lease or sublease for any real
      property or personal property.

     

    4.11   Litigation.
      There is
      no legal, administrative, arbitration, or other proceeding, suit, claim or
      action of any nature or investigation, review or audit of any kind, or any
      judgment, decree, decision, injunction, writ or order pending, noticed,
      scheduled, or, to the knowledge of Issuer, threatened or contemplated by or
      against or involving Issuer, its assets, properties or business or its
      directors, officers, agents or employees (but only in their capacity as such),
      whether at law or in equity, before or by any person or entity or Authority,
      or
      which questions or challenges the validity of this Agreement or any action
      taken
      or to be taken by the parties hereto pursuant to this Agreement or in connection
      with the transactions contemplated herein.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    4.12   Contracts
      and Commitments; No Default.
      Issuer
      is not a party to, nor are any of its assets bound by, any contract, oral or
      written (each, an “Issuer
      Contract”),
      that
      is not disclosed in the SEC Reports. None of the Issuer Contracts contains
      a
      provision requiring the consent of any party with respect to the consummation
      of
      the transactions contemplated by this Agreement. Issuer is not in breach,
      violation or default, however defined, in the performance of any of its
      obligations under any of the Issuer Contracts, and no facts and circumstances
      exist which, whether with the giving of due notice, lapse of time, or both,
      would constitute such breach, violation or default thereunder or thereof, and,
      to the knowledge of Issuer, no other parties thereto are in a breach, violation
      or default, however defined, thereunder or thereof, and no facts or
      circumstances exist which, whether with the giving of due notice, lapse of
      time,
      or both, would constitute such a breach, violation or default thereunder or
      thereof.

     

    4.13   No
      Broker or Finder.
      No
      broker, finder or investment banker is entitled to any brokerage, finders or
      other fee or commission in connection with any of the transactions contemplated
      by this Agreement based upon arrangements made by or on behalf of
      Issuer.

     

    4.14   Inter-company
      and Affiliate Transactions; Insider Interests.
      Except
      as disclosed in the SEC Reports, there are, and during the last three years
      there have been, no transactions, agreements or arrangements of any kind, direct
      or indirect, between Issuer, on the one hand, and any director, officer,
      employee, stockholder, or affiliate of Issuer, on the other hand, including
      loans, guarantees or pledges to, by or for Issuer or from, to, by or for any
      of
      such persons, that are currently in effect.

     

    4.15   No
      Adverse Changes.
      There
      has been no material adverse change in the business, financial condition,
      prospects, assets or operations of Issuer since December 31, 2006.

     

    4.16   Compliance
      With Law; Permits and Other Operating Rights.
      The
      assets, properties, business and operations of Issuer are and have been in
      compliance in all respects with all Laws applicable to Issuer's assets,
      properties, business and operations, except where the failure to comply would
      not have a Material Adverse Effect on the business of Issuer. Issuer possesses
      all permits, licenses and other authorizations from all Authorities necessary
      to
      permit it to operate its business in the manner in which it presently is
      conducted and the consummation of the transactions contemplated by this
      Agreement will not prevent Issuer from being able to continue to use such
      permits and operating rights, except where such failure would not have a
      Material Adverse Effect on the business of Issuer. Issuer has not received
      notice of any violation of any such applicable Law, and is not in default with
      respect to any order, writ, judgment, award, injunction or decree of any
      Authority.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    4.17   Taxes.
      Issuer
      has duly filed when due all tax reports and returns in connection with and
      in
      respect of its business, assets and employees, and has timely paid and
      discharged all amounts shown as due thereon. Issuer has not received any notice
      of any tax deficiency outstanding, proposed or assessed against or allocable
      to
      it, and has not executed any waiver of any statute of limitations on the
      assessment or collection of any tax or executed or filed with any Authority
      any
      agreement now in effect extending the period for assessment or collection of
      any
      taxes against it.

    


    4.18   Accuracy
      of Information.
      No
      representation or warranty made by Issuer in this Agreement or in any agreement
      or certificate furnished or to be furnished to the Company at the Closing by
      or
      on behalf of Issuer in connection with any of the transactions contemplated
      by
      this Agreement contains or will contain any untrue statement of material fact
      or
      omits or will omit to state any material fact necessary in order to make the
      statements herein or therein not misleading in light of the circumstances in
      which they are made, and all of the foregoing completely and correctly present
      the information required or purported to be set forth herein or
      therein.

     

     

    ARTICLE
      5

    SEPARATE
      REPRESENTATIONS AND WARRANTIES OF THE ISSUER SHAREHOLDER

     

    The
      Issuer Shareholder warrants and covenants to and with Issuer, the Company,
      and
      the Company Equityholders with respect to the Issuer Shareholder as
      follows:

     

    5.1   Power
      and Authority.
      The
      Issuer Shareholder has all requisite power and authority to enter into and
      to
      carry out all of the terms of this Agreement and all other documents executed
      and delivered in connection herewith (collectively, the “Documents”).
      All
      action on the part of the Issuer Shareholder necessary for the authorization,
      execution, delivery and performance of the Documents by the Issuer Shareholder
      has been taken and no further authorization on the part of the Issuer
      Shareholder is required to consummate the transactions provided for in the
      Documents. When executed and delivered by the Issuer Shareholder, the Documents
      shall constitute the valid and legally binding obligation of the Issuer
      Shareholder enforceable in accordance with their respective terms.

     

    5.2.   Ownership
      of and Title to Securities.
      The
      Issuer Shareholder as of the date hereof is the record owner of all of the
      Issuer Shares, which constitute one hundred (100%) of Issuer’s issued and
      outstanding securities. The Issuer Shareholder has good and marketable title
      to
      the Issuer Shares which she owns, free and clear of all pledges, security
      interests, mortgages, liens, claims, charges, restrictions or encumbrances
      of
      any kind, except for any restrictions imposed by federal or state securities
      laws.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    5.3   No
      Obligation to Register the Issuer Shares.
      Except
      as provided in Section
      10.5
      hereof,
      the Issuer Shareholder acknowledges that Issuer has no obligation or present
      intention of registering the Issuer
      Shares
      for sale by the Issuer Shareholder.

    


     

    ARTICLE
      6

    COVENANTS
      OF THE PARTIES

     

    6.1   Conduct
      of Business.
      Except
      as contemplated by this Agreement, during the period from the date of this
      Agreement to the Closing Date, Issuer shall conduct its business and operations
      according to its ordinary and usual course of business consistent with past
      practices. Without limiting the generality of the foregoing, and, except as
      otherwise expressly provided in this Agreement, prior to the Closing Date,
      without the prior written consent of the Company the Issuer shall
      not:

     

    (a)
      amend
      its certificate of incorporation, articles of association, bylaws or memorandum
      of association, as the case may be;

     

    (b)
      issue, reissue, sell, deliver, or pledge, or authorize or propose the issuance,
      reissuance, sale, delivery or pledge of shares of capital stock of any class,
      or
      securities convertible into capital stock of any class, or any rights, warrants
      or options to acquire any convertible securities, or capital stock;

     

    (c)
      adjust, split, combine, subdivide, reclassify or redeem, purchase or otherwise
      acquire, or propose to redeem or purchase or otherwise acquire, any shares
      of
      its capital stock, or any of its other securities;

     

    (d)
      declare, set aside or pay any dividend or distribution (whether in cash, stock
      or property or any combination thereof) in respect of its capital stock, redeem
      or otherwise acquire any shares of its capital stock or other securities, or
      alter any term of any of its outstanding securities;

     

    (e)
      (i)
      increase in any manner the compensation of any of its directors, officers or
      other employees; (ii) pay or agree to pay any pension, retirement allowance
      or
      other employee benefit not required or permitted by any existing plan, agreement
      or arrangement to any such director, officer or employee, whether past or
      present; or (iii) create or commit itself to any additional pension,
      profit-sharing, bonus, incentive, deferred compensation, stock purchase, stock
      option, stock appreciation right, group insurance, severance pay, retirement
      or
      other employee benefit plan, agreement or arrangement, or to any employment
      agreement or consulting agreement (arising out of prior employment ) with or
      for
      the benefit of any person, or, except to the extent required to comply with
      applicable law, amend any of such plans or any of such agreements in existence
      on the date of this Agreement;

     

    (f)
      incur, assume, suffer or become subject to, whether directly or by way of
      guarantee or otherwise, any Liabilities which, individually or in the aggregate,
      exceed US$1,000;


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    (g)
      make
      or enter into any commitment for capital expenditures which, individually or
      in
      the aggregate, exceed US$1,000;

     

    (h)
      pay,
      lend or advance any amount to, or sell, transfer or lease any properties or
      assets (real, personal or mixed, tangible or intangible) to, or enter into
      any
      agreement or arrangement with, any of its officers or directors or any affiliate
      or associate of any of its officers or directors;

     

    (i)
      terminate, enter into or amend in any material respect any contract, agreement,
      lease, license or commitment, or take any action or omit to take any action
      which will cause a breach, violation or default (however defined) under any
      contract, except in the ordinary course of business and consistent with past
      practice;

     

    (j)
      acquire any of the business or assets of any other person or
      entity;

     

    (k)
      permit any of its current insurance (or reinsurance) policies to be cancelled
      or
      terminated or any of the coverage thereunder to lapse, unless simultaneously
      with such termination, cancellation or lapse, replacement policies providing
      coverage equal to or greater than coverage remaining under those cancelled,
      terminated or lapsed are in full force and effect;

     

    (l)
      enter
      into other material agreements, commitments or contracts not in the ordinary
      course of business or in excess of current requirements;

     

    (m)
      initiate, settle or compromise any suit, claim or dispute or threatened suit,
      claim or dispute;

     

    (n)
      make
      any changes in accounting methods or policies or make any change in its
      auditors; or

     

    (o)
      agree
      in writing or otherwise to take any of the foregoing actions or any action
      which
      would make any representation or warranty in this Agreement untrue or incorrect
      in any material respect.

     

    6.2   Full
      Access.
      Throughout the period prior to the Closing, each party shall afford to the
      other
      and its directors, officers, employees, counsel, accountants, investment
      advisors and other authorized representatives and agents, reasonable access
      to
      the facilities, properties, books and records of the party in order that the
      other may have full opportunity to make such investigations as it shall desire
      to make of the affairs of the disclosing party. Each party shall furnish such
      additional financial and operating data and other information as the other
      shall, from time to time, reasonably request, including access to the working
      papers of its independent certified public accountants; provided,
      however,
      that any
      such investigation shall not affect or otherwise diminish or obviate in any
      respect any of the representations and warranties of the disclosing
      party.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    6.3   Confidentiality.
      Each of
      the parties hereto agrees that it shall not use, or permit the use of, any
      of
      the information relating to any other party hereto furnished to it in connection
      with the transactions contemplated herein (“Information”)
      in a
      manner or for a purpose detrimental to such other party or otherwise than in
      connection with the transaction, and that they shall not disclose, divulge,
      provide or make accessible (collectively, “Disclose”),
      or
      permit the Disclosure of, any of the Information to any person or entity, other
      than their respective directors, officers, employees, investment advisors,
      accountants, sources of financing, counsel and other authorized representatives
      and agents, except as may be required by judicial or administrative process
      or,
      in the opinion of such party's counsel, by other requirements of Law;
provided,
      however,
      that
      prior to any Disclosure of any Information permitted hereunder, the disclosing
      party will first obtain the recipients' agreement to comply with the provisions
      of this Section 6.3 with respect to such information. Notwithstanding the
      foregoing, the confidentiality obligations of this Section 6.3 will not apply
      after the Closing to any Information furnished to the Company or the Company
      Equityholders regarding Issuer or its business. The term “Information”
does
      not include any information relating to a party that the party disclosing such
      information can show: (i) to have been in its possession prior to its receipt
      from another party hereto; (ii) to be now or to later become generally available
      to the public through no fault of the disclosing party; (iii) to have been
      available to the public at the time of its receipt by the disclosing party;
      (iv)
      to have been received separately by the disclosing party in an unrestricted
      manner from a person entitled to disclose such information; or (v) to have
      been
      developed independently by the disclosing party without regard to any
      information received in connection with this transaction. Each party hereto
      agrees to promptly return to the party from whom it originally received such
      information all original and duplicate copies of written materials containing
      Information if the Reorganization does not occur. A party hereto shall be deemed
      to have satisfied its obligations to hold the Information confidential if it
      exercises the same care as it takes with respect to its own similar
      information.

    


    6.4   Filings;
      Consents; Removal of Objections.
      Subject
      to the terms and conditions herein provided, the parties hereto shall use their
      reasonable best efforts to take or cause to be taken all actions and do or
      cause
      to be done all things necessary, proper or advisable under applicable Laws
      to
      consummate and make effective, as soon as reasonably practicable, the
      transactions contemplated hereby, including without limitation obtaining all
      Consents of any person or entity, whether private or governmental, required
      in
      connection with the consummation of the transactions contemplated herein. In
      furtherance, and not in limitation of the foregoing, it is the intent of the
      parties to consummate the transactions contemplated herein at the earliest
      practicable time, and they respectively agree to exert commercially reasonable
      efforts to that end, including without limitation: (i) the removal or
      satisfaction, if possible, of any objections to the validity or legality of
      the
      transactions contemplated herein; and (ii) the satisfaction of the conditions
      to
      consummation of the transactions contemplated hereby.

    


    6.5   Name
      Change.
      Issuer
      shall take all actions necessary, including, but not limited to, obtaining
      shareholder consent, to change its name to “Power of the Dream, Inc.,” on or
      prior to the Closing Date.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    6.7   Further
      Assurances; Cooperation; Notification.

     

    (a)
      Each
      party hereto shall, before, at and after Closing, execute and deliver such
      instruments and take such other actions as the other party or parties, as the
      case may be, may reasonably require in order to carry out the intent of this
      Agreement. Without limiting the generality of the foregoing, at any time after
      the Closing, at the reasonable request of Issuer and without further
      consideration, the Company shall execute and deliver such instruments of sale,
      transfer, conveyance, assignment and confirmation and take such action as Issuer
      may reasonably deem necessary or desirable in order to more effectively
      consummate the transactions contemplated hereby.

     

    (b)
      At
      all times from the date hereof until the Closing, each party shall promptly
      notify the other in writing of the occurrence of any event which it reasonably
      believes will or may result in a failure by such party to satisfy the conditions
      specified in this Article 6.

     

    6.6   Public
      Announcements.
      None of
      the parties hereto shall make any public announcement with respect to the
      transactions contemplated herein without the prior written consent of Issuer
      and
      the Company, which consent shall not be unreasonably withheld or
      delayed; provided,
      however,
      that any
      of the parties hereto may at any time make any announcements that are required
      by applicable Law so long as the party so required to make an announcement
      promptly upon learning of such requirement notifies the other parties of such
      requirement and discusses with the other parties in good faith the exact
      proposed wording of any such announcement.

    


    6.7   Satisfaction
      of Conditions Precedent.
      Each
      party shall use commercially reasonable efforts to satisfy or cause to be
      satisfied all the conditions precedent that are applicable to them, and to
      cause
      the transactions contemplated by this Agreement to be consummated, and, without
      limiting the generality of the foregoing, to obtain all material consents and
      authorizations of third parties and to make filings with, and give all notices
      to, third parties that may be necessary or reasonably required on its part
      in
      order to effect the transactions contemplated hereby.

    


    6.8   Delivery
      of Exchange Shares.
      Exchange
      Agent covenants and undertakes, following his receipt of the Exchange Shares
      (delivered by the Issuer at Closing and forwarded pursuant to Section 1.3(b)
      of
      this Agreement), to cause the original certificates evidencing the Exchange
      Shares to be delivered to the Company Equityholders in accordance with their
      respective ownership thereof. 


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    ARTICLE
      7

    CONDITIONS
      TO THE OBLIGATIONS OF ISSUER AND THE ISSUER SHAREHOLDER

     

    Notwithstanding
      any other provision of this Agreement to the contrary, the obligation of Issuer
      to effect the transactions contemplated herein will be subject to the
      satisfaction at or prior to the Closing, or waiver by Issuer, of each of the
      following conditions:

     

    7.1   Representations
      and Warranties True.
      The
      representations and warranties of the Company and the Company Equityholders
      contained in this Agreement shall be true, complete and accurate in all material
      respects as of the date when made and at and as of the Closing Date as though
      such representations and warranties were made at and as of such time, except
      for
      changes specifically permitted or contemplated by this Agreement, and except
      insofar as the representations and warranties relate expressly and solely to
      a
      particular date or period, in which case they shall be true and correct at
      the
      Closing with respect to such date or period. 

     

    7.2   Performance.
      The
      Company and the Company Equityholders shall have performed and complied in
      all
      material respects with all agreements, covenants, obligations and conditions
      required by this Agreement, including those required under Section
      1
      hereof,
      to be performed or complied with by, respectively, the Company and the Company
      Equityholders, on or prior to the Closing.

     

    7.3   Required
      Approvals and Consents.

     

    (a)
      All
      actions required by Law and otherwise to be taken by the directors and
      shareholders of the Company to authorize the execution, delivery and performance
      of this Agreement and the consummation of the transactions contemplated hereby
      shall have been duly and validly taken.

     

    (b)
      All
      Consents of or from all Authorities required hereunder to consummate the
      transactions contemplated herein shall have been delivered, made or obtained,
      and Issuer shall have received copies thereof.

     

    (c)
      The
      Reorganization shall have been consummated and all Consents under all applicable
      Laws from all applicable Authorities in form and substance satisfactory to
      the
      Company shall have been obtained and shall be in full force and effect.

    


    7.4   Agreements
      and Documents.
      Issuer
      shall have received a certificate of good standing of the Company issued by
      a
      duly constituted authority in the Hungarian Republic and any other states where
      the Company is qualified to do business, as of the most recent practicable
      date.

     

    7.5   No
      Proceeding or Litigation.
      No suit,
      action, investigation, inquiry or other proceeding by any Authority or other
      person or entity shall have been instituted or threatened which delays or
      questions the validity or legality of the transactions contemplated hereby
      or
      which, if successfully asserted, would, in the reasonable judgment of Issuer,
      individually or in the aggregate, otherwise have a Material Adverse Effect
      on
      the Company's business, financial condition, prospects, assets or operations
      or
      prevent or delay the consummation of the transactions contemplated by this
      Agreement.


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    7.6   Legislation.
      No Law
      shall have been enacted which prohibits, restricts or delays the consummation
      of
      the transactions contemplated hereby or any of the conditions to the
      consummation of such transaction.

    


    


    ARTICLE
      8

    CONDITIONS
      TO OBLIGATIONS OF THE COMPANY AND COMPANY EQUITYHOLDERS

     

    Notwithstanding
      anything in this Agreement to the contrary, the obligations of the Company
      and
      Company Equityholders to effect the transactions contemplated herein will be
      subject to the satisfaction at or prior to the Closing, or waiver by the
      Company, of each of the following conditions:

     

    8.1   Representations
      and Warranties True.
      The
      representations and warranties of Issuer and the Issuer Shareholder contained
      in
      this Agreement shall be true, complete and accurate in all material respects
      as
      of the date when made and at and as of the Closing, as though such
      representations and warranties were made at and as of such time, except for
      changes permitted or contemplated in this Agreement, and except insofar as
      the
      representations and warranties relate expressly and solely to a particular
      date
      or period, in which case they shall be true and correct at the Closing with
      respect to such date or period.

     

    8.2   Performance.
      Issuer
      and the Issuer Shareholder shall have performed and complied in all material
      respects with all agreements, covenants, obligations and conditions required
      by
      this Agreement to be performed or complied with by, respectively, Issuer and
      the
      Issuer Shareholder, at or prior to the Closing.

     

    8.3   Required
      Approvals and Consents.

     

    (a)
      All
      action required by law and otherwise to be taken by the directors and
      stockholders of Issuer to authorize the execution, delivery and performance
      of
      this Agreement and the consummation of the transactions contemplated hereby
      shall have been duly and validly taken.

     

    (b)
      All
      Consents of or from all Authorities required hereunder to consummate the
      transactions contemplated herein, shall have been delivered, made or obtained,
      and the Company shall have received copies thereof.

    


    (c)
      The
      Reorganization shall have been consummated and all Consents under all applicable
      Laws from all applicable Authorities in form and substance satisfactory to
      the
      Company shall have been obtained and shall be in full force and
      effect.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    8.4   Agreements
      and Documents.
      The
      Company shall have received the following agreements and documents, each of
      which shall be in full force and effect:

     

    (a)
      a
      copy of the written consent of the board of directors of Issuer, executed by
      all
      such directors, approving the transactions contemplated by this Agreement,
      including the issuance of the Exchange Shares;

     

    (b)
      a
      certified list of the record holders of capital stock of Issuer as of the most
      recent practicable date evidencing all of the shares of Issuer capital stock
      issued and outstanding;

     

    (c)
      a
      certificate of good standing of Issuer from the State of Delaware and any other
      states where Issuer is qualified to do business, as of the most recent
      practicable date;

     

    (d)
      written resignations of the officers and directors of Issuer, effective as
      of
      the Closing, and evidence that prior to their resignations, the pre-Closing
      directors of Issuer appointed to the board of directors of Issuer the persons
      designated by the Company Equityholders, to be effective as of the
      Closing;

     

    (e)
      a
      copy of a written consent of the board of directors of Issuer regarding the
      change of the list of authorized banking signatories for all bank accounts
      of
      Issuer to persons nominated by the Company; 

    


    (f)
      all
      books and records of Issuer; and

    


    (g)
      the
      agreements and documents contemplated Section
      1
      hereof.

     

    8.5   Adverse
      Changes.
      No
      Material Adverse Effect shall have occurred with respect to Issuer since
      December 31, 2006.

     

    8.6   No
      Proceeding or Litigation.
      No suit,
      action, investigation, inquiry or other proceeding by any Authority or other
      person or entity shall have been instituted or threatened which delays or
      questions the validity or legality of the transactions contemplated hereby
      or
      which, if successfully asserted, would, in the reasonable judgment of the
      Company, individually or in the aggregate, otherwise have a Material Adverse
      Effect on Issuer's business, financial condition, prospects, assets or
      operations or prevent or delay the consummation of the transactions contemplated
      by this Agreement.

     

    8.7   Legislation.
      No Law
      shall have been enacted which prohibits, restricts or delays the consummation
      of
      the transactions contemplated hereby or any of the conditions to the
      consummation of such transaction.

     

    8.8   No
      Assets and Liabilities.
      Issuer
      shall have no material Liabilities, assets or operations.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    8.9   Filings;
      Press Releases.
      Issuer
      shall have made such filings and press releases, in form and substance
      satisfactory to the Company, as may be requested by the Company to comply with
      any disclosure requirements under the U.S. securities regulations or other
      applicable Laws.

    


    8.10   Appropriate
      Documentation.
      The
      Company shall have received, in a form and substance reasonably satisfactory
      to
      Company, dated the Closing Date, copies of all documents, instruments and
      writings to evidence the fulfillment of the conditions set forth in this Article
      8 as the Company may reasonably request.

     

    8.11   Charter
      Documents.
      The
      charter documents of Issuer shall be, or shall be amended to be, in form and
      substance, satisfactory to the Company. 

     

    8.12   SEC
      Filings.
      Issuer
      shall have prepared a Form 8-K and all other required filings with the SEC
      relating to the Closing and such filings shall be in form and substance
      satisfactory to the Company and ready for filing. Issuer shall remain an
      Exchange Act reporting company and no action shall have been taken by Issuer
      or
      any Authority to terminate Issuer's Exchange Act registration of its common
      stock.

     

    8.13   Resignation.
      Each of
      the officers and directors of Issuer shall have tendered resignations in form
      and substance satisfactory to the Company, effective at the Closing, and such
      resignations shall not have been revoked or modified in any way.

    


    8.14   Legal
      Opinion.
      The
      Company and the Company Equityholders shall have been provided with a legal
      opinion of the Company’s counsel resident in the Republic of Hungary in form and
      substance satisfactory to the Company’s U.S. counsel, upon which the Company’s
      U.S. counsel can expressly rely. 

     

     

    


    ARTICLE
      9

    TERMINATION
      AND ABANDONMENT

     

    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 March 31, 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.

     

    9.2   Procedure
      and Effect of Termination.
      If this
      Agreement is terminated as provided herein:


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    (a)
      Each
      of the parties shall, upon request, redeliver all documents, work papers and
      other material of the other parties relating to the transactions contemplated
      hereby, whether obtained before or after the execution hereof, to the party
      furnishing the same;

     

    (b)
      No
      party shall have any liability for a breach of any representation, warranty,
      agreement, covenant or the provision of this Agreement, unless such breach
      was
      due to a willful or bad faith action or omission of such party or any
      representative, agent, employee or independent contractor thereof;
      and

     

    (c)
      All
      filings, applications and other submissions made pursuant to the terms of this
      Agreement shall, to the extent practicable, be withdrawn from the agency or
      other person to which made.

     

    ARTICLE
      10

    MISCELLANEOUS
      PROVISIONS

     

    10.1   Survival
      of Representations, Warranties and Covenants.
      All of
      the representations, warranties and covenants of the Issuer and the Issuer
      Shareholder in this Agreement in Articles
      4, 5, and 6
      or in
      any instrument delivered pursuant to this Agreement shall survive the Closing
      hereof.

     

    10.2   Expenses.
      Issuer,
      Issuer Shareholder, the Company Equityholders and the Company shall each bear
      their own costs and expenses relating to the transactions contemplated hereby,
      including fees and expenses of legal counsel, accountants, investment bankers,
      brokers or finders, printers, copiers, consultants or other representatives
      for
      the services used, hired or connected with the transactions contemplated
      hereby.

     

    10.3   Amendment;
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by both the Company and the
      Issuer; or, in the case of a waiver, by the party against whom enforcement
      of
      any such waiver is sought. 

     

    10.4   Waiver
      of Compliance; Consents.
      Any
      failure of a party to comply with any obligation, covenant, agreement or
      condition herein may be expressly waived in writing by Issuer and the Issuer
      Shareholder, on the one hand, and the Company and the Company Equityholders,
      on
      the other, but such waiver or failure to insist upon strict compliance with
      such
      obligation, covenant, agreement or condition shall not operate as a waiver
      of,
      or estoppel with respect to, any subsequent or other failure. No single or
      partial exercise of a right or remedy shall preclude any other or further
      exercise thereof or of any other right or remedy hereunder. Whenever this
      Agreement requires or permits the consent by or on behalf of a party, such
      consent shall be given in writing in the same manner as for waivers of
      compliance.


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    10.5   “Piggy-back”
      Registration Rights.
      If at
      any time during the two year period following the Closing Date there is not
      an
      effective registration statement covering all of the Exchange Shares and Issuer
      shall determine to prepare and file with the SEC a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of any of its equity securities, other than on Form S-4 or Form
      S-8 (each as promulgated under the Securities Act) or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans, then Issuer shall
      send to each holder of the Exchange Shares written notice of such determination
      and, if within fifteen days after receipt of such notice, any such holder shall
      so request in writing, Issuer shall include in such registration statement
      all
      or any part of such the Exhange Shares such holder requests to be registered.
      If, in connection with any underwritten offering for the account of issuer
      the
      managing underwriter(s) thereof shall impose a limitation on the number of
      shares of Common Stock which may be included in the registration statement
      because, in such underwriter(s)' judgment, such limitation is necessary to
      effect an orderly public distribution of securities covered thereby, then Issuer
      shall be obligated to include in such registration statement only such limited
      portion of the Exhange Shares for to which such Holder has requested inclusion
      hereunder as such underwriter(s) shall permit. Any exclusion of the Exhange
      Shares shall be made pro rata among the holders seeking to include the Exhange
      Shares, in proportion to the number of Exhange Shares sought to be included
      by
      such holders; provided,
      however,
      that
      Issuer shall not exclude any Exhange Shares unless Issuer has first excluded
      all
      outstanding securities the holders of which are not entitled by right to
      inclusion of securities in such registration statement; and provided,
      further,
      however,
      that,
      after giving effect to the immediately preceding proviso, any exclusion of
      Registrable Securities shall be made pro rata with holders of other securities
      having the right to include such securities in such registration statement.
      Other than this piggy-back registration obligation, nothing in this Agreement
      shall entitle any party hereto to any claim, cause of action, remedy or right
      of
      any kind with respect to the registration rights. 

     

    10.6   Notices.
      All
      notices, requests, demands and other communications required or permitted
      hereunder shall be made in writing and shall be deemed to have been duly given
      and effective: (i) on the date of delivery, if delivered personally; (ii) on
      the
      date of transmission, if sent by facsimile, telecopy, telex or other similar
      telegraphic communications equipment; (iii) one business day after delivery
      to
      an overnight delivery courier service for next-business day delivery; or (iv)
      on
      the fifth business day following the date of mailing, if sent by registered
      mail, return receipt requested, postage prepaid, and in each case addressed
      to
      such party at the following address:

     

    


    If
      to the Company or, following the Closing, to Issuer, at:

     

    1095
      Budapest


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    Soroksari
      ut 94-96

    Attention:
      Viktor Rozsnyay

    Tel:
      011-36-1-456-6061

    Fax:
      011-36-1-456-6062

    Email:
      viktor@powerofthedream.com 

    With
      a
      copy (which shall not constitute notice) to each of:

    


    


    Dr.
      Gabor
      Szilagyi

    1022
      Budapest

    Bimbo
      ut
      37

    Hungary

    Gabor.Szilagyi@drhg.hu

    


    and

    Sierchio
      Greco & Greco, LLP

    720
      Fifth
      Avenue, Suite 1301

    New
      York,
      New York 10019

    Tel:
      (212) 246-3030

    Fax:
      (212) 246-2225

    Attention:
      Joseph Sierchio 

    E-mail:
      jsierchio@sggllp.com

    


    


    If
      to Issuer (prior to Closing) or Issuer Shareholder:

     

    7325
      Oswego Road

    Suite
      D

    Liverpool,
      New York 13090

    Tel:
      (315) 451-7515

    Fax:
      (315) 451-3964

     

    With
      a
      copy (which shall not constitute notice) to:

    


    Hodgson
      Russ LLP

    1540
      Broadway, 24th Floor

    New
      York,
      NewYork 10036

    Att:
      Jeffrey A. Rinde, Esq.

    Tel:
      (212) 751-4300

    Fax:
      (212) 751-0928


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    If
      to
      a Company
      Equityholder, to the appropriate address set forth on Exhibit
      1.1
      hereto
      or at such other address as such Company Equityholder shall furnish to the
      other
      parties hereto in writing in accordance with this Section
      10.6;
      or, to
      such other person or address as such party shall furnish to the other parties
      hereto in writing in accordance with this Section
      10.6.

     

     

    10.7   Assignment.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the parties hereto and their respective successors and permitted
      assigns, but neither this Agreement nor any of the rights, interests or
      obligations hereunder shall be assigned (whether voluntarily, involuntarily,
      by
      operation of law or otherwise) by any of the parties hereto without the prior
      written consent of the other parties. The Issuer Shareholder prior to the
      Closing shall be a third party beneficiary of this Agreement.

     

    10.8   Severability.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and the parties will attempt to agree upon a valid and
      enforceable provision which shall be a reasonable substitute therefore, and
      upon
      so agreeing, shall incorporate such substitute provision in this Agreement.
      Any
      such prohibition or unenforceability in any jurisdiction shall not invalidate
      or
      render unenforceable such provision in any other jurisdiction.

     

    10.9   Counterparts.
      This
      Agreement may be executed in two or more counterparts, all of which shall be
      considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party.
      This Agreement, once executed by a party, may be delivered to the other parties
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement. In the event any signature
      is delivered by facsimile transmission, the party using such means of delivery
      shall cause the manually executed execution page(s) hereof to be physically
      delivered to the other party within five days of the execution hereof, provided
      that the failure to so deliver any manually executed execution page shall not
      affect the validity or enforceability of this Agreement.

    


    10.10   Headings.
      The
      headings herein are inserted for convenience only and do not constitute a part
      of this Agreement. Unless the context otherwise requires, all references to
      articles and sections refer to articles and sections of this Agreement, and
      all
      references to schedules are to schedules attached hereto, each of which is
      made
      a part hereof for all purposes. The descriptive headings of the several articles
      and sections of this Agreement are inserted for purposes of reference only,
      and
      shall not affect the meaning or construction of any of the provisions
      hereof.

     

    10.11   Entire
      Agreement.
      This
      Agreement, and any schedules and exhibits hereto and other writings referred
      to
      in this Agreement or any such exhibit or other writing are part of this
      Agreement, together they embody the entire agreement and understanding of the
      parties hereto in respect of the transactions contemplated by this Agreement
      and
      together they are referred to as this “Agreement” or the “Agreement.” There are
      no restrictions, promises, warranties, agreements, covenants or undertakings,
      other than those expressly set forth or referred to in this Agreement. This
      Agreement supersedes all prior agreements and understandings between the parties
      with respect to the transaction or transactions contemplated by this
      Agreement.


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    10.12   Indemnification
      Obligations in favor of the Company and the Company
      Equityholders.
      From and
      after the Closing Date, the Issuer and Issuer Shareholder shall reimburse,
      indemnify and hold harmless the Company and the Company Equityholders, and
      the
      executive officers, directors, managers and employees of the Company in office
      after the Closing (each such person and his heirs, executors, administrators,
      agents, successors and assigns is referred to herein as a “Company
      Indemnified Party”)
      against and in respect of any and all damages, losses, settlement payments,
      in
      respect of deficiencies, liabilities, costs, expenses and claims suffered,
      sustained, incurred or required to be paid by any Company Indemnified Party,
      and
      any and all actions, suits, claims, or legal, administrative, arbitration,
      governmental or other procedures or investigation against any Company
      Indemnified Party, in respect of any breach of any representation, warranty,
      covenant, or other agreement made by the Issuer or the Issuer
      Shareholder.

    


    10.13   Indemnification
      Obligations in favor of the Issuer and the Issuer
      Shareholder.
      From
      and
      after the Closing Date, the Company shall reimburse, indemnify and hold harmless
      the Issuer, the Issuer Shareholder, and the executive officers, directors,
      and
      employees of the Issuer in office prior to the Closing (each such person and
      his
      heirs, executors, administrators, agents, successors and assigns is referred
      to
      herein as an “Issuer
      Indemnified Party”)
      against and in respect of any and all damages, losses, settlement payments,
      in
      respect of deficiencies, liabilities, costs, expenses and claims suffered,
      sustained, incurred or required to be paid by any Issuer Indemnified Party,
      and
      any and all actions, suits, claims, or legal, administrative, arbitration,
      governmental or other procedures or investigation against any Issuer Indemnified
      Party, in respect of any breach of any representation, warranty, covenant,
      or
      other agreement made by the Company or the Company Equityholders.

     

    10.14   Remedies
      and Injunctive Relief.
      It is
      expressly agreed among the parties hereto that monetary damages would be
      inadequate to compensate a party hereto for any breach by any other party of
      its
      covenants in Article 6 hereof. Accordingly, the parties agree and acknowledge
      that any such violation or threatened violation shall cause irreparable injury
      to the other and that, in addition to any other remedies which may be available,
      such party shall be entitled to injunctive relief against the threatened breach
      of Article 5 hereof or the continuation of any such breach without the necessity
      of proving actual damages and may seek to specifically enforce the terms
      thereof.

     

    10.15   Definition
      of Material Adverse Effect.
      “Material
      Adverse Effect”
with
      respect to a party means a material adverse change in or effect on the business,
      operations, financial condition, properties or liabilities of the party taken
      as
      a whole; provided, however, that a Material Adverse Effect shall not be deemed
      to include (i) changes as a result of the announcement of this transaction,
      (ii)
      events or conditions arising from changes in general business or economic
      conditions or (iii) changes in generally accepted accounting
      principles.


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    10.16   Severability.
      The
      provisions of this Agreement will be deemed severable and the invalidity or
      unenforceability of any provision will not affect the validity or enforceability
      of the other provisions hereof; provided that if any provision of this
      Agreement, as applied to any party hereto or to any circumstance, is adjudged
      by
      an Authority, arbitrator, or mediator not to be enforceable in accordance with
      its terms, the parties hereto agree that the Authority, arbitrator, or mediator
      making such determination will have the power to modify the provision in a
      manner consistent with its objectives such that it is enforceable, and/or to
      delete specific words or phrases, and in its reduced form, such provision will
      then be enforceable and will be enforced.

     

    10.17   Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. If an ambiguity or question of intent or interpretation arises,
      this
      Agreement will be construed as if drafted jointly by the parties hereto and
      no
      presumption or burden of proof will arise favoring or disfavoring any party
      hereto because of the authorship of any provision of this Agreement. The words
      “include,” “includes,” and “including” will be deemed to be followed by “without
      limitation.” Pronouns in masculine, feminine, and neuter genders will be
      construed to include any other gender, and words in the singular form will
      be
      construed to include the plural and vice versa, unless the context otherwise
      requires.

    


    10.8   Governing
      Law.
      The
      corporate laws of the State of Delaware shall govern all issues concerning
      the
      relative rights of the Issuer and its shareholders. All other 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. Each party hereby irrevocably submits to the exclusive jurisdiction of
      the
      state and federal courts sitting in the City and County 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. Each party
      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 Agreement 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. EACH
      PARTY 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.

    


    (remainder
      of page left intentionally blank)


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed as of the day
      and
      year first above written.

    


    
      	
              The
                Issuer:

            	 	
              The
                Company:

            
	
              Tia
                V, Inc.

            	 	
              Vidatech
                Kft.

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	
              /s/
                Mary Passalaqua

            	 	
              By:

            	
              /s/
                Daniel Kun, Jr.

            
	
              Name:
                

            	
              Mary
                Passalaqua

            	 	
              Name: 

            	
              Daniel
                Kun, Jr.

            
	
              Title: 

            	
              President,
                Secretary and Sole Director

            	 	
              Title: 

            	
              Managing
                Director

            
	 	 	 	 	 
	
              The
                Issuer Shareholder:

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/
                Mary Passalaqua

            	 	 	 
	
              Name:
                

            	
              Mary
                Passalaqua

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              EXCHANGE
                AGENT (only as to

              the
                provisions of Section 6.8 of this Agreement)

            
	 	 	 	 	 
	
              /s/
                Dr. Gabor Szilagyi

            	 	 	 
	
              Dr.
                Gabor Szilagyi

            	 	 	 


    

    


    THE
      SIGNATURES OF THE COMPANY EQUITYHOLDERS APPEAR ON THE NEXT
      PAGE


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    The
      Company Equityholders

     

    
 

    
      	
              /s/
                Daniel Kun, Sr.

            	 	
              Date:

            	 
	
              Daniel
                Kun, Sr.

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Daniel Kun, Jr.

            	 	
              Date:

            	 
	
              Daniel
                Kun, Jr.

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Brigitta Kunne Besenyei

            	 	
              Date:

            	 
	
              Brigitta
                Kunne Besenyei

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Erika
                Kira Kiraly 

            	 	
              Date:

            	 
	
              Erika
                Kira Kiraly 

            	 	 	 
	 	 	 	 
	
               

            	 	 	 
	
              /s/
                Tamas Horvath 

            	 	
              Date:

            	 
	
              Tamas
                Horvath 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Aniko Horvath Tamasne Szocs 

            	 	
              Date:

            	 
	
              Aniko
                Horvath Tamasne Szocs 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Mariann Erdiczky 

            	 	
              Date:

            	 
	
              Mariann
                Erdiczky 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Fejes Barnabas

            	 	
              Date:

            	 
	
              Fejes
                Barnabas

            	 	 	 


    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    The
      Company Equityholders (Continued)


    


    
      	
              /s/
                Victor Rozsnyay

            	 	
              Date:

            	 
	
              Victor
                Rozsnyay

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Magdolna Nagyne Sulya 

            	 	
              Date:

            	 
	
              Magdolna
                Nagyne Sulya 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Eva Rozsnyay 

            	 	
              Date:

            	 
	
              Eva
                Rozsnyay 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Balazs Kovacs 

            	 	
              Date:

            	 
	
              Balazs
                Kovacs 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Maria Makay

            	 	
              Date:

            	 
	
              Maria
                Makay

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Judit Remenyik 

            	 	
              Date:

            	 
	
              Judit
                Remenyik 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Imre Eotvos 

            	 	
              Date:

            	 
	
              Imre
                Eotvos 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Noemi Kiss 

            	 	
              Date:

            	 
	
              Noemi
                Kiss 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Laszlo Janos Kiss 

            	 	
              Date:

            	 
	
              Laszlo
                Janos Kiss 

            	 	 	 


    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    The
      Company Equityholders (Continued)

    


    


    
      	
              /s/
                Gabriella Kissné Vályi

            	 	
              Date:

            	 
	
              Gabriella
                Kissné Vályi 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Zsolt Eross

            	 	
              Date:

            	 
	
              Zsolt
                Eross 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Gabor Bartko

            	 	
              Date:

            	 
	
              Gabor
                Bartko 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Zsolt Blaschek

            	 	
              Date:

            	 
	
              Zsolt
                Blaschek 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Jozsef Cziegler

            	 	
              Date:

            	 
	
              Jozsef
                Cziegler 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Imre Kalmar Nagy

            	 	
              Date:

            	 
	
              Imre
                Kalmar Nagy 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Gabor Foldes

            	 	
              Date:

            	 
	
              Gabor
                Foldes 

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Attila Toth

            	 	
              Date:

            	 
	
              Attila
                Toth

            	 	 	 


    


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    Exhibit
      1.1

    


    To
      the
Share
      Exchange Agreement dated as of March 16, 2007 (the “Agreement”)
      by and
      among Tia V, Inc.,
      Mary
      Passalaqua, Vidatech Kft., and the shareholders of Vidatech Kft., each of whom
      is a signatory thereto.

     

    
      	
              Name
                and Address

              of
                Company Equityholder

            	 	
              Company

              Equity
                Interest Owned

              and
                to be Exchanged

            	
               

            	
              Number
                of Shares of Common Stock to Be Received

            	
               

            	
              Number
                of Shares of Common Stock to which Registration Rights
                Attach

            	 
	 	 	 	 	 	 	 	 
	
              Daniel
                Kun, Sr.

              1037
                Budapest

              Perényi
                utca 16/b.

              Hungary

            	 	 	
              6.66

            	
              %

            	 	
              1,800,000

            	 	 	
              900,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Daniel
                Kun, Jr.

              1037
                Budapest

              Perényi
                utca 16/b.

              Hungary

            	 	 	
              10.1

            	
              %

            	 	
              13,780,000

            	 	 	
              3,250,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Brigitta
                Kunne Besenyei

              1134
                Budapest

              Párkány
                utca 26. 9/54

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              1,000,000

            	 	 	
              300,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Erika
                Kira Kiraly 

              1148
                Budapest

              Mogyoródi
                út 69. 1/25.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              50,000

            	 	 	
              50,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Tamas
                Horvath 

              1151
                Budapest

              Esthajnal
                u. 66.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              50,000

            	 	 	
              50,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Aniko
                Horvath Tamasne Szocs 

              1151
                Budapest

              Esthajnal
                u. 66.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              50,000

            	 	 	
              50,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Mariann
                Erdiczky 

              2094
                Nagykovácsi

              Virágos
                sétány 4.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              20,000

            	 	 	
              20,000

            	 


    

     

    
      
         

      

      
        37

        
          

        

      

      
         

      

    

     

    
      	
              Fejes
                Barnabas

              2094
                Nagykovácsi

              Virágos
                sétány 4.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              150,000

            	 	 	
              75,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Victor
                Rozsnyay

              1112
                Budapest

              Kőérberki
                út 1037 hrsz.

              Hungary

            	 	 	
              6.66

            	
              %

            	 	
              11,900,000

            	 	 	
              3,250,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Magdolna
                Nagyne Sulya **

              1112
                Budapest

              Kőérberki
                út 1037 hrsz.

              Hungary

              **
                U.S. Resident

            	 	 	
              3.33

            	
              %

            	 	
              500,000

            	 	 	
              100,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Eva
                Rozsnyay **

              1112
                Budapest

              Kőérberki
                út 1037 hrsz.

              Hungary

              **
                U.S. Resident

            	 	 	
              3.33

            	
              %

            	 	
              500,000

            	 	 	
              100,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Balazs
                Kovacs 

              1023
                Budapest

              Árpád
                fejedelem út 42.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              500,000

            	 	 	
              100,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Maria
                Makay

              1023
                Budapest

              Árpád
                fejedelem útja 42.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              50,000

            	 	 	
              50,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Judit
                Remenyik 

              1043
                Budapest

              Kassai
                utca 16. 4/25.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              500,000

            	 	 	
              100,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Imre
                Eotvos 

              1043
                Budapest

              Kassai
                utca 16. 4/25.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              75,000

            	 	 	
              25,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Noemi
                Kiss 

              1161
                Budapest

              József
                u. 8/B

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              50,000

            	 	 	
              50,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Laszlo
                Janos Kiss 

              1141
                Budapest

              Paskal
                u. 22. 2/6

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              50,000

            	 	 	
              50,000

            	 


    

     

    
      
         

      

      
        38

        
          

        

      

      
         

      

    

     

    
      	
              1Gabriella
                Kissné Vályi 

              1141
                Budapest

              Paskal
                u. 22. 2/6.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              50,000

            	 	 	
              50,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Zsolt
                Eross 

              1107
                Budapest 

              Zágrábi
                utca 9. 2/2.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              75,000

            	 	 	
              75,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Gabor
                Bartko 

              1161
                Budapest

              Béla
                utca 61.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              150,000

            	 	 	
              75,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Zsolt
                Blaschek 

              1138
                Budapest

              Madarász
                Viktor utca 37. IX/55.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              150,000

            	 	 	
              75,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Jozsef
                Cziegler 

              2089
                Telki

              Annalaki
                út 40.

              Hunary

            	 	 	
              6.66

            	
              %

            	 	
              1,500,000

            	 	 	
              750,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Imre
                Kalmar Nagy 

              1022
                Budapest

              Alsótörökvész
                út 14.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              100,000

            	 	 	
              50,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Gabor
                Foldes 

              2030
                Érd

              Bagoly
                út 145.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              100,000

            	 	 	
              50,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Attila
                Toth

              1237
                Budapest

              Nyír
                u. 30. 1/12.

              Hungary

            	 	 	
              3.33

            	
              %

            	 	
              150,000

            	 	 	
              75,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Total

            	 	 	 	 	 	
              33,300,000

            	 	 	
              9,720,000

            	 


    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    Exhibit
      1.3(a)

    


    To
      the
Share
      Exchange Agreement dated as of March 16, 2007 (the “Agreement”)
      by and
      among Tia V, Inc.,
      Mary
      Passalaqua, Vidatech Kft., and the shareholders of Vidatech Kft., each of whom
      is a signatory thereto.

    


    COMPANY
      EQUITYHOLDER ASSIGNMENT

    


    


    COMPANY
      EQUITYHOLDER ASSIGNMENT

    


    


    *
      * *
      *

    


    FOR
      VALUABLE CONSIDERATION,
      the
      receipt and sufficiency of which is hereby expressly acknowledged, the
      undersigned (“Assignor”)
      hereby
      assigns all of Assignor’s right, title and interest in the equity of Vidatech
      kft, a limited liability company organized under the laws of the Republic of
      Hungary (“Vidatech”),
      denominated as “HUF” in the Republic of Hungary, together with any and all other
      equitable interests of Assignor in Vidatech of whatever kind and nature that
      may
      exist under all applicable law, to Tia V, Inc., a Delaware corporation,
      currently having its principal place of business located at 7325
      Oswego Road , Suite D, Liverpool, New York, 13090 (“Assignee”),
      its
      successors and assigns forever.

     

    In
      connection with this Assignment, the undersigned hereby expressly covenants
      and
      undertakes to execute and deliver to Assignee, its successors and assigns,
      as
      the case may be, any and all other supplemental documentation that may be
      required under all applicable law to perfect and evidence the transfer and
      assignment of all of Assignor’s HUF and other equitable interests in Vidatech in
      the Assignee, its successors and assigns, as the case may be.

    


    
      	 	 	 	
              COMPANY
                EQUITYHOLDER:

            
	 	 	 	 	 
	
              Date:

            	 	 	 
	 	 	 	
              Print
                Name:

            	 


    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    Exhibit
      1.3(c)

    


    To
      the
Share
      Exchange Agreement dated as of March 16, 2007 (the “Agreement”)
      by and
      among Tia V, Inc.,
      Mary
      Passalaqua, Vidatech Kft., and the shareholders of Vidatech Kft., each of whom
      is a signatory thereto.

    


    


    SEPARATION
      AGREEMENT AND RELEASE

    


    *
      * * *
      *

    


    SEPARATION
      AGREEMENT AND RELEASE
      dated as
      of April 6, 2007 (the “Agreement”) by and between Mrs. Mary Passalaqua, an
      individual currently having an office located at 7325
      Oswego Road, Suite D, Liverpool, New York, 13090
      (hereinafter, the “Executive”), and Tia V, Inc., a Delaware corporation,
      currently having its principal place of business located at 7325
      Oswego Road, Suite D, Liverpool, New York, 13090 (hereinafter, the
“Company”).
      Each of
      the Executive and the Company is, unless otherwise specifically identified,
      a
“Party” and, collectively, the “Parties”). This Agreement is expressly for the
      benefit of the Parties and certain “Company Releasees,” each as respectively
      defined in Section 5 below.

    


    R E C I T A L S:

    


    WHEREAS,
      the
      Executive has served as the Company’s sole officer, director, principal and
      employee since inception;

    


    WHEREAS,
      on
      April
      6, 2007, the Executive ceased working for the Company (hereinafter, the
“Cessation Date”); and

    


    WHEREAS,
      the
      Executive desires to separate from the Company, cede control and to settle
      fully
      and finally all differences, disputes and claims she may have against the
      Company and others including, but not limited to, those differences, disputes
      and claims based upon, arising out of, or relating to the Executive’s employment
      relationship with Company and the cessation thereof.

    


    NOW,
      THEREFORE, in
      consideration of the mutual covenants and conditions herein contained, it is
      hereby agreed by and between the Parties as follows:

    


    1.   Mutual
      Agreement to Terminate Relationship; Executive’s
      Resignation.
      Company
      and the Executive mutually desire to terminate Executive’s relationship with the
      Company, effective as of the Cessation Date. Further, and in connection with
      the
      termination of her relationship with the Company, the Executive shall resign
      all
      of her positions with the Company, namely her positions as a director of the
      Company and her official positions as President, Secretary and Treasurer of
      the
      Company, she having no other positions with the Company. Concurrently with
      the
      execution and delivery of this Agreement by the Parties, the Executive shall
      execute and deliver to Company a letter of resignation effective as of the
      Cessation Date (hereinafter, the “Executive’s Resignation Letter”). The
      Executive’s Resignation Letter shall be substantially in the form annexed hereto
      as Exhibit A.

    


    2.   Separation
      Consideration; Method of Delivery.

    


    (a)   The
      Company agrees to pay to the Executive Two Hundred Fifty Thousand and 00/100
      Dollars ($250,000.00) in the form of a non-negotiable promissory note as annexed
      hereto as Exhibit B
      (hereinafter, the “Executive Note”)

    


    (b)   The
      Company shall deliver the Executive Note to the Executive’s counsel, Hodgson
      Russ, LLP (hereinafter, the “Escrow Agent”) on the Cessation Date, subject to
      the terms and conditions of a separate escrow agreement by and among the
      Company, the Executive and the Escrow Agent dated as of the Cessation Date,
      substantially in the form annexed hereto as Exhibit B
      (hereinafter, the “Note Escrow Agreement”).


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    3.   No
      Filings.
      The
      Executive represents that up to and including the date of execution
      of this Agreement, she has not filed any action, claim, charge, or complaint
      against Company or any other Company Releasee identified in Section 5 below,
      with any local, state, or federal agency, self-regulatory organization ("SRO"),
      or court and that she will not make such a filing at any time hereafter based
      upon any events or omissions occurring prior to and up to the date of execution
      of this Agreement. In the event that any agency or court assumes jurisdiction
      of
      any lawsuit, claim, charge or complaint, or purports to bring any legal or
      regulatory proceedings against Company or any other Company Releasee identified
      in Section 5 below on the Executive’s behalf, she promptly will request that the
      agency, SRO, or court withdraw from or dismiss the lawsuit, claim, charge,
      or
      complaint with prejudice. Notwithstanding the foregoing provisions of this
      Section 3 to the contrary, the Executive expressly retains any and all rights
      that she may have: (a) to file and commence an action for indemnification
      arising under the Company’s certificate of incorporation or by-laws
      (collectively, “Indemnification Clam”); provided,
      however,
      that
      such
      right shall not apply to any Indemnification Claim which is the basis or a
      part
      of a claim of the Company against the Executive under the Securities Exchange
      Agreement (as hereinafter defined in Section 5); (b) to file and commence an
      action to enforce payment of the Executive Note; and (c) to enforce any of
      her
      rights under the Securities Exchange Agreement (as hereinafter defined in
      Section 5) including any claims for indemnification thereunder to the extent
      in
      good faith she believes she is entitled thereto.

     

    4.   Covenant
      Not to Sue.
      In
      consideration for the promises set forth in this Agreement, the Executive
      covenants that she will not file, participate in, or instigate the filing of
      any
      lawsuits, complaints or charges by herself or by any other person or party
      in
      any state or federal court or any proceedings before any local, state, or
      federal agency, or SRO, except as required by law, claiming that Company or
      any
      other Company Releasee identified in Section 5 below has violated any law or
      obligation, including, but not limited to, any claims that have been made or
      that could have been made, based upon events or omissions occurring prior to
      and
      including the effective date of this Agreement. Notwithstanding the foregoing
      provisions of this Section 4 to the contrary, the Executive expressly retains
      any and all rights that she may have: (a) to file and commence an action for
      an
      Indemnification Claim; provided,
      however,
      that
      such
      right shall not apply to any Indemnification Claim which is the basis or a
      part
      of a claim of the Company against the Executive under the Securities Exchange
      Agreement (as hereinafter defined in Section 5); (b) to sue to enforce payment
      of the Executive Note, and (c) to sue to enforce any of her rights under the
      Securities Exchange Agreement (as hereinafter defined in Section 5) including
      any claims for indemnification thereunder to the extent in good faith she
      believes she is entitled thereto.

    


    5.   Executive
      Release.

    


    Subject
      to Company’s obligations in this Agreement or anything to the contrary stated
      herein, in consideration for the promises set forth in this Agreement, the
      Executive does hereby - for herself and for her heirs, representatives,
      attorneys, executors, administrators, successors, and assigns - release, acquit,
      and forever discharge Company and all of its affiliates, subsidiaries and
      divisions, and their respective stockholders, officers, directors, partners,
      servants, agents, employees, representatives, attorneys, employee welfare and
      retirement plans and the respective plan administrators and fiduciaries, past,
      present, and future, all persons acting under, by, through, or in concert with
      any of them, and each of them (all of whom are hereinafter referred to as the
      "Company Releasees"), from any and all actions, causes of action, grievances,
      obligations, costs, expenses, damages, losses, claims, liabilities, suits,
      debts, demands, and benefits (including attorneys' fees and costs actually
      incurred), of whatever character, in law or in equity, known or unknown,
      suspected or unsuspected, matured or unmatured, of any kind or nature
      whatsoever, based on any act, omission, event, occurrence, or nonoccurrence
      from
      the beginning of time to and including the effective date of this Agreement,
      including but not limited to any claims or causes of action arising out of
      or in
      any way relating to the Executive’s employment relationship with Company or any
      other Company Releasee. The Executive agrees that this release of claims
      includes, but is not limited to, claims for breach of any implied or express
      contract or covenant; claims for promissory estoppel; claims of entitlement
      to
      any pay (other than the Separation Consideration promised in Section 2); claims
      of wrongful denial of insurance and employee benefits, or any claims for
      wrongful termination, public policy violations, defamation, invasion of privacy,
      fraud, misrepresentation, unfair business practices, emotional distress or
      other
      common law or tort matters; claims of harassment, retaliation or discrimination
      under federal, state, or local law; claims based on any federal, state or other
      governmental statute, regulation or ordinance, including, without limitation,
      Title VII of the Civil Rights Act, as amended, the Age Discrimination in
      Employment Act of 1967, the Older Worker Benefit Protection Act, the National
      Labor Relations Act, the Occupational Safety Health Act, the Americans with
      Disabilities Act, the Family and Medical Leave Act, the Employee Retirement
      Income Security Act of 1974, New York State Wage and Hour Laws, the New York
      Occupational Safety and Health Laws, the New York Equal Pay Law, the New York
      Human Rights Law, the New York Civil Rights Act, the New York City Human Rights
      Act, and the New York City Administrative Code - Title 8. It is expressly
      understood by the Executive that among the various rights and claims being
      waived by the Executive in this Agreement are those arising under the Age
      Discrimination in Employment Act of 1967 (29 U.S.C. sec. 621, et seq.), as
      amended. Executive’s release of Company under this Section 5 shall not apply to
      any claims of Executive under: (a) the Company’s certificate of incorporation or
      by-laws for an Indemnification Claim; provided,
      however,
      that
      such
      right shall not apply to any Indemnification Claim which is the basis or a
      part
      of a claim of the Company against the Executive under the Securities Exchange
      Agreement (as hereinafter defined); (b) the Executive Note, and (c) that certain
      Securities Exchange Agreement by and among the Executive, the Company and
      Vidatech kft dated as of March 16, 2007 (hereinafter, the “Securities Exchange
      Agreement”) including any claims for indemnification thereunder to the extent in
      good faith she believes she is entitled thereto.


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    6.   Mutual
      Non-Disparagement.

    


      (a)   The
      Executive agrees that she will not make any disparaging or defamatory
      statements, either orally or in writing (and, for the purposes of this
      Agreement, the term “writing” includes, but is not limited to electronic
      communications), to any third party concerning Company (including, but not
      limited to the Company Releasees identified in Section 5 above), concerning
      its
      or their officers, directors, employees or agents, or concerning its or their
      services, products, offerings, quantitative or other research, or methods of
      communicating such services, products or offerings, or its or their method
      of
      doing business, or employment practices. The Executive agrees that she will
      direct her immediate family members and representatives not to make any
      disparaging or defamatory statements, either orally or in writing, to any third
      party concerning Company or any other Company Releasee, concerning its or their
      officers, directors, employees or agents, or concerning its or their services,
      products, quantitative or other research, or methods of doing business. Nothing
      herein shall preclude the Executive from cooperating in a truthful manner with
      any governmental agency or self-regulatory agency (SRO), in an investigation
      or
      review by such agency, or testifying in a court of law or other proceeding
      if
      compelled or requested to testify as a witness in a proceeding in which Company,
      or any other Company Releasee, or Executive is a subject of the investigation,
      review, or proceeding.

    


    (b)   Company
      agrees that it will direct Mr. Victor Rozsnyay not to make any disparaging
      or
      defamatory statements, either orally or in writing, to any third party
      concerning the Executive including, but not limited to, any statements related
      to the Executive’s performance during the Executive’s tenure at Company. Nothing
      herein shall preclude Company, its corporate affiliates, or their respective
      officers, directors, employees or agents from cooperating in a truthful manner
      with any governmental agency or self-regulatory agency (SRO), in an
      investigation or review by such agency, or testifying in a court of law or
      other
      proceeding if compelled or requested to testify as a witness in a proceeding
      in
      which Company, or any Company Releasee, or Executive is a subject of the
      investigation, review, or proceeding.

    


    7.   Knowing
      and Voluntary Agreement.
      The
      Executive understands and agrees that she:

    


    
      	 	
              (a)

            	
              has
                had a reasonable time within which to consider this Agreement before
                executing it;

            


    

    


    
      	 	
              (b)

            	
              has
                carefully read and fully understands all of the provisions of this
                Agreement;

            


    

    


    
      	 	
              (c)

            	
              is,
                through this Agreement, releasing Company and the other Company Releasees
                from any and all claims she may have against Company and the other
                Company
                Releasees (other than claims arising under the Executive Note and
                the
                Securities Exchange Agreement), as stated herein but not after this
                Agreement is executed by the Executive, including claims under the
                Age
                Discrimination in Employment Act of
                1967;

            


    


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    
      	 	
              (d)

            	
              knowingly
                and voluntarily agrees to all of the terms set forth in this Agreement
                in
                exchange for consideration that is more valuable than what Executive
                is
                already entitled to;

            


    

    


    
      	 	
              (e)

            	
              knowingly
                and voluntarily intends to be legally bound by the
                same;

            


    

    


    
      	 	
              (f)

            	
              was
                advised, and hereby is advised in writing, to consider the terms
                of this
                Agreement and consult with an attorney of her respective choice prior
                to
                executing this Agreement;

            


    

    


    
      	 	
              (g)

            	
              has
                had twenty-one (21) days to consider this Agreement before signing
                it (the
                “Consideration Period”), and has seven (7) days after signing this
                Agreement to revoke her signature (the “Revocation Period”). Revocation
                can be made by delivering written notice of revocation to: Sierchio
                Greco
                & Greco, LLP, 720 Fifth Avenue, Suite 1301, New York, New York 10019;
                Att: Joseph Sierchio, Esq. For this revocation to be effective, written
                notice must be received by Joseph Sierchio, Esq. no later than the
                close
                of business on the seventh (7th) calendar day after the Executive
                signs
                this Agreement. If the Executive revokes this Agreement, it shall
                not be
                effective or enforceable and the Executive will not receive the benefits
                provided herein.

            


    

    


    8.   Executive
      Representations and Warranties.
      The
      Executive represents, warrants and covenants to the Company that:

    


    
      	 	
              (a)

            	
              The
                Executive has the requisite power, authority and legal capacity to
                execute
                and deliver this Agreement, to perform all of her obligations hereunder
                and to undertake all actions required of the Executive hereunder;
                and all
                necessary approvals of third parties with respect to such matters
                have
                been given or obtained.

            


    

     

    
      	 	
              (b)

            	
              This
                Agreement has been duly executed and delivered by the Executive and
                constitutes a valid and legally binding obligation of the Executive,
                enforceable against the Executive, in accordance with its terms,
                subject
                to applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
                moratorium and similar laws of general applicability relating to
                or
                affecting creditors' rights generally and to general principles of
                equity.
                The entering into of this Agreement and the transactions contemplated
                hereby will not result in a violation of any of the terms or provisions
                of
                any law applicable to the Executive, or any agreement to which the
                Executive is a party or by which she is
                bound.

            


    

     

    
      	 	
              (c)

            	
              The
                Executive is acquiring the Executive Note as principal for her own
                account
                for investment purposes only and not with a view to or for distributing
                or
                reselling the Executive Note or any part thereof or interest
                therein.

            


    

     

    
      	 	
              (d)

            	
              The
                Executive either alone or together with her representatives, has
                such
                knowledge, sophistication and experience in business and financial
                matters
                so as to be capable of evaluating and assessing the merits and risks
                of
                the prospective investment in the Executive Note, and has so evaluated
                the
                merits and risks of such investment and has determined that the Executive
                Note is suitable for investment for her.

            


    

     

    
      	 	
              (e)

            	
              The
                Executive acknowledges that her acquisition of the Executive Note
                is a
                highly speculative investment, involving a high degree of risk and
                the
                Executive is able to bear the economic risk of an investment in the
                Executive notes; and, at the present time, is able to afford a complete
                loss of such investment.

            


    

     

    
      	 	
              (f)

            	
              The
                execution, delivery, and performance of this Agreement by Executive
                and
                the consummation by Executive of the transactions contemplated hereby
                will
                not conflict with or result in a default under the terms of any material
                contract, agreement, obligation or commitment applicable to
                Executive.
                The execution, delivery and performance by the Executive of this
                Agreement
                and the completion of the transaction contemplated hereby do not
                and will
                not result in a violation of any law, regulation, order or ruling
                applicable to the Executive, and do not and will not constitute a
                breach
                of or default under any agreement to which the Executive is a party
                or by
                which she is bound.

            


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    
      	 	
              (g)

            	
              The
                Executive understands that no securities commission, stock exchange,
                governmental agency, regulatory body or similar authority has made
                any
                finding or determination or expressed any opinion with respect to
                the
                merits of an investment in the Executive
                Note.

            


    

     

    
      	 	
              (h)

            	
              The
                Executive confirms that neither the Company nor any of its directors,
                employees, officers, consultants, agents or affiliates, has made
                any
                representations (written or oral) to the Executive regarding the
                future
                value of the Executive’s Note and acknowledges and confirms that the
                Executive Note is non-transferable, not listed on any exchange and
                that no
                application has been or will be made be made for any such listing.
                In
                making its investment decision with respect to the Executive Note,
                the
                Executive has relied solely upon publicly available information relating
                to the Company and not upon any verbal or written representation
                made by
                or on behalf of the Company.

            


    

     

    
      	 	
              (i)

            	
              The
                Executive is not and has not become aware of any advertisement in
                printed
                public media or on radio, television or other form of communication
                (including electronic display such as the Internet) with respect
                to the
                offering of the Executive Note to
                her.

            


    

     

    
      	 	
              (j)

            	
              The
                Executive understands that the sale and delivery of the Executive
                Note is
                conditional upon such sale being exempt from the registration and
                prospectus requirements under applicable securities legislation or
                upon
                the issuance of such orders, consents or approvals as may be required
                to
                permit such sale and delivery without complying with such requirements.
                If
                required under applicable securities legislation or regulatory policy,
                or
                by any securities commission, stock exchange or other regulatory
                authority, the Executive will execute, deliver, file and otherwise
                assist
                the Company in filing such reports, undertakings and other documents
                with
                respect to the issue of the Executive
                Note.

            


    

     

    
      	 	
              (k)

            	
              Except
                as disclosed in writing to the Company, the Executive does not act
                jointly
                or in concert with any other person or company for the purposes of
                acquiring the Executive Note.

            


    

     

    
      	 	
              (l)

            	
              The
                investment in the Executive Note may have tax consequences under
                applicable taxation laws, that it is the sole responsibility of the
                Executive to determine and assess such tax consequences as may apply
                to
                her particular circumstances, and the Executive has not received
                and is
                not relying on the Company for any tax advice
                whatsoever.

            


    

     

    
      	 	
              (m)

            	
              The
                Executive is responsible for obtaining such legal advice as she considers
                appropriate in connection with the execution and delivery of this
                Agreement and her acquisition of the Executive Note hereby. The Executive
                acknowledges that she has been advised that no accountant or attorney
                engaged by the Company is acting as her representative, accountant
                or
                attorney in connection with this Agreement and/or the transactions
                contemplated hereby.

            


    

     

    
      	 	
              (n)

            	
              All
                information which the Executive has provided or is providing the
                Company,
                or to its agents or representatives concerning the Executive’s suitability
                to acquire the Executive Note is accurate and correct as of the date
                of
                the signature on the last page of this Agreement. Such information
                includes, but is not limited to the Executive’s personal financial
                affairs, business position and the knowledge and experience of the
                Executive and the Executive’s advisors. The Company shall maintain such
                information regarding the Executive in strict confidence except as
                may be
                required to be disclosed to governmental agencies pursuant to requirements
                of applicable corporate securities and tax laws, rules and regulations
                regarding the issuance and delivery of the Executive Note to the
                Executive.

            


    

     

    
      	 	
              (o)

            	
              The
                Executive has been provided with copies of all material information
                requested by either the Executive, the Executive’s purchaser
                representative or other representing the Executive, including any
                information requested to verify any information furnished, and there
                has
                been direct communication between the Executive and her representatives
                on
                the one hand and the Executive and the Executive’s representatives and
                advisors on the other in connection with information regarding the
                acquisition of the Executive Note under this Agreement. There has
                been
                made available the opportunity to ask questions of and receive answers
                from the Company and/or the directors, officers, employees or
                representatives of the Company concerning the issuance and deliver
                of the
                Executive Note under this Agreement and to obtain any additional
                information (to the extent the Company possesses such information
                or can
                acquire it without unreasonable effort or expense) desired or necessary
                to
                verify the accuracy of the information provided.
                

            


    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    
      	 	
              (p)

            	
              The
                Executive represents and warrants that the Executive is an “accredited
                investor” as such term is defined in Rule 501(a) of Regulation D, as
                promulgated under the ’33 Act and, particularly, is either: (i) a natural
                person whose individual net worth, or joint net worth with her spouse,
                as
                of the date of this Agreement, exceeds $1,000,000; or (ii) a natural
                person who had an individual income in excess of $200,000 in each
                of the
                two most recent years or joint income with her spouse in excess of
                $300,000 in each of those years and has a reasonable expectation
                of
                reaching the same income level in the current
                year

            


    

     

    
      	 	
              (q)

            	
              The
                Executive acknowledges that the Executive Note shall bear a legend
                substantially as follows:

            


    

     

    “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.”

     

    
      	 	
              (r)

            	
              The
                Executive understands and acknowledges that the Company has the right
                not
                to record a purported transfer of the Executive
                Note.

            


    

     

    
      	 	
              (s)

            	
              The
                Executive confirms that she has been advised to consult with her
                own legal
                and financial advisors with respect to the suitability of the Executive
                Note (and the non-transferability restrictions thereon) as an investment
                for the Executive and confirms that no representation has been made
                to her
                by or on behalf of the Company with respect
                thereto.

            


    

     

    


    9.   Full
      and Independent Knowledge.
      The
      Parties represent that they have

    discussed
      thoroughly all aspects of this Agreement with their respective attorneys, fully
      understand all of the provisions of the Agreement, and are voluntarily entering
      into this Agreement.

    


    10.   No
      Representations.
      The
      Parties acknowledge that, except as expressly set forth herein, no
      representations of any kind or character have been made to induce the execution
      of this Agreement.

    


    11.   Mutual
      Non-Admission of Liability.
      Each
      of
      the Parties hereby expressly acknowledges that the execution of this Agreement
      and the mutual consideration provided hereunder are not and shall not be
      construed in any way as an admission of wrongdoing or liability on the part
      of
      any Party arising out of or attributable to the Executive’s relationship with
      and employment at Company or the termination of those
      relationships.

    


    12.   Waiver.
      The
      failure of any Party to insist upon strict adherence to any term of this
      Agreement on any occasion shall not be considered a waiver thereof or deprive
      that party of the right thereafter to insist upon strict adherence to that
      term
      or any other term of this Agreement.

    


    13.   Miscellaneous.
      

    


    
      	 	
              (a)

            	
              The
                language of all parts in this Agreement shall be construed as a whole,
                according to its fair meaning, and not strictly for or against any
                Party,
                each Party having had a hand in its
                drafting;

            


    


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              Should
                any provision in this Agreement be declared or determined to be illegal
                or
                invalid, the validity of the remaining parts, terms, or provisions
                shall
                not be affected thereby, and the illegal or invalid part, term, or
                provision shall be deemed not to be part of this Agreement, and all
                remaining provisions shall remain valid and
                enforceable.

            


    

    


    
      	 	
              (c)

            	
              Except
                as otherwise expressly provided in the Securities Exchange Agreement
                and
                the Note Escrow Agreement, this Agreement sets forth the entire agreement
                between the Parties pertaining to the subject matter of this Agreement
                and
                fully supersedes any prior agreement or understanding pertaining
                to the
                subject matter hereof;

            


    

    


    
      	 	
              (d)

            	
              The
                headings used herein are for reference only and shall not affect
                the
                construction of this Agreement.

            


    

    


    15.   Counterparts.
      This
      Agreement may be executed in one or more counterparts, by facsimile or original
      signature, each of which shall be deemed an original, but all of which together
      shall constitute one and the same instrument.

    


    16.   Notification.
      Notice
      to be given under this Agreement shall be deemed given, when received, and
      if
      sent by reputable courier (DHL, FedEx or UPS), as follows:

    


    If
      to the
      Company, to:

    


    TIA
      V,
      Inc.

    1095
      Budapest

    Soroksari
      ut 94-96

    
      	 	
              Att:

            	
              Mr.
                Victor Rozsnyay

            


    

    Fax
      No.:
      +36-

    


    Copy
      to:

    


    Sierchio
      Greco & Greco, LLP

    720
      Fifth
      Avenue

    Suite
      1301

    New
      York,
      New York 10019

    Att:
      Joseph Sierchio, Esq.

    Fax
      No.:
      (212) 246-2225

    


    If
      to the
      Executive, to:

    


    Mrs.
      Mary
      Passalaqua

    7325
      Oswego Road , Suite D

    Liverpool,
      New York, 13090

    Fax
      No.:
      (315) 451-3964

    


    


    With
      a
      copy to:

    


    Hodgson
      Russ, LLP

    1540
      Broadway, 24th Floor

    New
      York,
      New York 10036

    Att:
      Jeffrey A. Rinde, Esq.

    Fax:
      (212) 751-0928

    


    


    [The
      remainder of this page has been left blank intentionally. The signatures of
      the
      parties appear on the next succeeding page.]


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed and entered into this Agreement as of the day and year
      first-above written.

    


    
      	 	
              TIA
                V, INC.

            
	 	 	 	 
	 	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	
               

            


    

    


    THE
      EXECUTIVE:

    


    
      	 	 
	
              Mrs.
                Mary Passalaqua

            	 


    


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    [FORM
      OF
      LETTER OF RESIGNATION]

    


    


    Mrs.
      Mary
      Passalaqua

    7325
      Oswego Road, Suite D

    Liverpool,
      New York, 13090

    


    


    March
        ,
      2007

    


    BY
      HAND

    


    Tia
      V,
      Inc.

    
      	 	 
	 	 
	 	 


    

    


    


    Ladies
      and Gentlemen::

    


    Effective
      as of March   ,
      2007, I
      hereby resign my position as a director of Tia V, Inc. and, additionally, resign
      all of my officer positions with Tia V, Inc., namely, my positions as President,
      Secretary and Treasurer.

    


    


    
      	 	
              Sincerely,

            
	 	 
	 	 
	 	
              Mary
                Passalaqua

            


    

    


    MP/


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    [FORM
      OF
      NOTE ESCROW AGREEMENT]

    


    *
      * * *

    


    NOTE
      ESCROW AGREEMENT dated
      as
      of April , 2007 (hereinafter, the “Note Escrow Agreement”) by and among Hodgson
      Russ, LLP, a registered professional limited liability partnership, having
      a
      place of business located at 1540 Broadway, 24th
      Floor,
      New York, New York 10036 (hereinafter, “Escrow Agent”); Tia V, Inc., a Delaware
      corporation, having its principal place of business located at 1095
      Budapest

    Soroksari
      ut 94-96, Hungary (hereinafter, “Company”), and Mrs. Mary Passalaqua, an
      individual currently having her principal place of business located at
325
      Oswego Road, Suite D, Liverpool, New York, 13090
      (hereinafter, “Executive”).

    


    R E C I T A L S:

    


    WHEREAS,
      Company
      and Executive have entered into a Separation and Release Agreement dated as
      of
      April , 2007 (the “Separation Agreement”) regarding the Executive’s separation
      from the Company as an officer, director and employee, and her release of
      certain possible claims against the Company (All terms not otherwise expressly
      defined in this Note Escrow Agreement shall have the respective meanings
      ascribed to them in the Separation Agreement);

    


    WHEREAS,
      Section
      2(b) of the Separation Agreement requires that the Company deliver the Note
      on
      the Cessation Date to the Escrow Agent pursuant to the terms and conditions
      of
      this Note Escrow Agreement; and

    


    WHEREAS,
      Escrow
      Agent hereby agrees to act as escrow agent with respect to the Note hereunder
      and hold and distribute the Note in accordance with the terms and conditions
      of
      this Note Escrow Agreement.

    


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

    


    1.   Establishment
      of Escrow for Note; Safekeeping of Note.
      The
      Escrow Agent hereby acknowledges receipt this day from Company, or on behalf
      of
      Company, the Note, representing a 1-year promissory note in the face principal
      amount of Two Hundred Fifty Thousand and 00/100 U.S. Dollars ($250,000.00)
      with
      the Company, as maker, and the Executive, as payee. The Escrow Agent shall
      keep
      the Note in a safe and secure location and the Note shall be retained and
      distributed by the Escrow Agent in accordance with the terms and condition
      of
      this Note Escrow Agreement.

    


    2.   Escrow
      Period.
      This
      Note
      Escrow Agreement regarding the Note shall be in force and effect commencing
      on
      the date hereof and continuing until the earliest to occur of: (i) close of
      business on April 13, 2007 (the expiration of the Revocation Period); (ii)
      the
      appointment of a successor escrow agent consistent with the terms hereof; or
      (iii) the mutual written consent of the Company, the Executive and the Escrow
      Agent, (the “Expiration Date”).

    


    3.   Delivery
      of the Note Prior to the Expiration Date.
      If
      at any
      time prior to the Expiration Date, the Executive wishes to revoke the Separation
      Agreement (a “Revocation”), then the Executive shall, at the time of written
      notification of counsel to the Company pursuant to the terms of the Separation
      Agreement, simultaneously notify the Escrow Agent, in writing, of such
      Revocation. Within two (2) business days of receipt of the Revocation, the
      Escrow Agent shall return the Note to the Company, to the Att: of Mr. Victor
      Rozsnyay, together with a copy of the Revocation.

    


    In
      the
      event the Escrow Agent shall be uncertain as to whether or not the Revocation
      was provided prior to the expiration of the Revocation Period or thereafter,
      the
      Escrow Agent shall (i) continue to hold the Note until the Escrow Agent has
      received written notice from both the Executive and the Company directing the
      delivery of the Note, in which case the Escrow Agent shall then deliver the
      Note
      in accordance with such direction, or (ii) in the event of litigation between
      the Executive and the Company, deliver the Note in dispute to the clerk of
      the
      court in which said litigation is pending, or (iii) take such affirmative steps
      as the Escrow Agent may, at the Escrow Agent's option, elect in order to
      terminate the Escrow Agent's duties including, but not limited to, depositing
      the Note in dispute in any court which the Escrow Agent shall select in New
      York, and commencing an action for interpleader, the reasonable costs thereof
      to
      be borne by whichever of Seller or Purchaser is the losing party. Upon the
      deposit by the Escrow Agent of the Note in dispute with the Clerk of any court,
      the Escrow Agent shall be relieved of all further obligations and released
      from
      all liability hereunder.


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    


    4.   Delivery
      of the Note Following the Expiration of the Revocation
      Period.
      If
      the
      Escrow Agent shall not have received a Revocation prior to the Expiration Date,
      then within two (2) business days following the expiration of the Revocation
      Period, the Escrow Agent shall deliver the Note to the Executive.

    


    5.   Escrow
      Agent’s Rights and Duties.
      It is
      understood and agreed by the parties to this Agreement as follows:

    


    (a)   The
      Escrow Agent shall not be responsible for or be required to enforce any of
      the
      terms or conditions of this Note Escrow Agreement or any other agreement between
      the Executive and the Company. The Escrow Agent shall not be responsible for
      the
      performance by the Executive or the Company of their respective obligations
      under this Note Escrow Agreement.

    


    (b)   The
      Escrow Agent is not and shall not be deemed to be a trustee for any party for
      any purpose and is merely acting as a stakeholder and in a ministerial capacity
      hereunder with the limited duties herein prescribed.

    


    (c)   The
      Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon
      the contents, and assume genuineness, of any notice, instruction, certificate,
      signature, instrument or other document which is given to the Escrow Agent
      without verifying the truth or accuracy thereof. The Escrow Agent shall not
      be
      obligated to make any inquiry as to the authority, capacity, existence or
      identity of any person purporting to give any such notice or instructions or
      the
      execution of any such certificate, instrument or other document which is given
      to the Escrow Agent or to verify the truth or accuracy thereof.

    


    (d)   In
      the
      event that the Escrow Agent shall be uncertain as to its duties or rights
      hereunder or shall receive instructions with respect to the delivery of the
      Note
      under Sections 3 or 4 of this Note Escrow Agreement which, in its sole
      determination, are in conflict either with other instructions received by it
      or
      with any provision of this Note Escrow Agreement, it shall be entitled to retain
      the Note pending the resolution of such uncertainty to the Escrow Agent’s sole
      satisfaction, by final judgment of a court or courts of competent jurisdiction
      or otherwise; or the Escrow Agent, at its sole option, may deposit the Note
      with
      the Clerk of a court of competent jurisdiction in a proceeding to which all
      parties in interest are joined. Upon the deposit by the Escrow Agent of the
      Note
      with the Clerk of any court, the Escrow Agent shall be relieved of all further
      obligations and released from all liability hereunder.

    


    (e)   The
      Escrow Agent is not and shall not be deemed to be liable for any action taken
      or
      omitted by it in good faith and may rely upon, and act in accordance with,
      the
      advice of its counsel without liability on its part for any action taken or
      omitted in accordance with such advice. In any event, its liability hereunder
      shall be limited to liability for gross negligence, willful misconduct or bad
      faith on its part.

    


    (f)   The
      Executive and the Company agree to save harmless, indemnify and defend the
      Escrow Agent for, from and against loss, damages, liability, judgment, cost
      and
      expense whatsoever, including attorney’s fees, suffered or incurred by it by
      reason of, or on account of, any misrepresentation made to it or its status
      or
      activities as Escrow Agent under this Note Escrow Agreement except for any
      loss,
      damage, liability, judgment, cost or expense resulting from gross negligence,
      willful misconduct or bad faith on the part of the Escrow Agent.

    


    (g)   The
      Escrow Agent shall not be required to defend any legal proceeding which may
      be
      instituted against it in respect of the subject matter of this Note Escrow
      Agreement. If any such legal proceeding is instituted against it, the Escrow
      Agent agrees promptly to give notice of such proceeding to all parties to this
      Escrow Agreement. The Escrow Agent shall not be required to institute legal
      proceedings of any kind.


    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    


    (h)   The
      Escrow Agent shall not, by act, delay, omission or otherwise, be deemed to
      have
      waived any right or remedy it may have either under this Agreement or generally,
      unless such waiver be in writing, and no waiver shall be valid unless it is
      in
      writing, signed by the Escrow Agent, and only to the extent expressly therein
      set forth. A waiver by the Escrow Agent under the terms of this Agreement shall
      not be construed as a bar to, or waiver of, the same or any other such right
      or
      remedy which it would otherwise have on any other occasion.

    


    (i)   The
      Escrow Agent may resign as such hereunder by giving five (5) business days’
written notice thereof to the Executive and the Company. Should the Escrow
      Agent
      resign as herein provided, it shall not be required to dispose of the Note,
      but
      its only duty shall be to hold the Note for a period of not more than twenty
      (20) days following the effective date of such resignation, at which time (a)
      if
      the successor escrow agent shall be appointed and written notice thereof
      (including the name and address of such successor escrow agent) shall have
      been
      given to the resigning Escrow Agent by the Company and the Executive, then
      the
      resigning Escrow Agent shall deliver over to the successor escrow agent the
      Note; or (b) if the resigning Escrow Agent shall not have received written
      notice signed by the Company and the Executive and a successor escrow agent,
      then the resigning Escrow Agent shall promptly deposit the Note with the Clerk
      of a court of competent jurisdiction in a proceeding to which all parties in
      interest are joined. Upon the deposit by the Escrow Agent of the Note with
      the
      Clerk of any court, the Escrow Agent shall be relieved of all further
      obligations and released from all liability hereunder. The resigning Escrow
      Agent shall be entitled to be reimbursed by the Company and the Executive for
      any expenses incurred in connection with its resignation, transfer and delivery
      of the Note to a successor escrow agent pursuant to this Section 5(i). Each
      substitute Escrow Agent shall thereafter hold the Note received by it pursuant
      to the terms of this Note Escrow Agreement and otherwise act hereunder as if
      it
      were the Escrow Agent originally named herein. The Escrow Agent’s duties and
      responsibilities hereunder shall terminate upon the deliver of the Note then
      held in escrow according to such written instructions or upon such delivery
      as
      herein provided. This note Escrow Agreement shall not otherwise be assignable
      by
      the Escrow Agent without the prior written consent of the Executive and the
      Company.

    


    (k)   The
      Escrow Agent shall not be prohibited from representing Executive in the event
      there is any dispute arising out of or relating to this Note Escrow Agreement
      or
      the disposition of the Note, provided, however, that Company shall have no
      obligation hereunder to pay any costs or fees associated with such
      representation of the Executive.

    


    6   Notices. All
      notices, requests, demands and other communications required or permitted
      hereunder shall be made in writing and shall be deemed to have been duly given
      and effective: (i) on the date of delivery, if delivered personally; (ii) on
      the
      date of transmission, if sent by facsimile, telecopy, telex or other similar
      telegraphic communications equipment; (iii) one business day after delivery
      to
      an overnight delivery courier service for next-business day delivery; or (iv)
      on
      the fifth business day following the date of mailing, if sent by registered
      mail, return receipt requested, postage prepaid, and in each case addressed
      to
      such party at the following address:

     

    If
      to the Company, at:

     

    1095
      Budapest

    Soroksari
      ut 94-96

    Attention:
      Viktor Rozsnyay

    Tel:
      011-36-1-456-6061

    Fax:
      011-36-1-456-6062

    Email:
      viktor@powerofthedream.com 

    


    With
      a
      copy (which shall not constitute notice) to each of:

    


    Dr.
      Gabor
      Szilagyi

    1022
      Budapest

    Bimbo
      ut
      37

    Hungary

    Gabor.Szilagyi@drhg.hu

    


    and


    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    


    Sierchio
      Greco & Greco, LLP

    720
      Fifth
      Avenue, Suite 1301

    New
      York,
      New York 10019

    Tel:
      (212) 246-3030

    Fax:
      (212) 246-2225

    Attention:
      Joseph Sierchio 

    E-mail:
      jsierchio@sggllp.com

    


    If
      to the Executive:

     

    7325
      Oswego Road

    Suite
      D

    Liverpool,
      New York 13090

    Tel:
      (315) 451-7515

    Fax:
      (315) 451-3964

      

    With
      a
      copy (which shall not constitute notice) to:

    


    Hodgson
      Russ LLP

    1540
      Broadway, 24th Floor

    New
      York,
      NewYork 10036

    Tel:
      (212) 751-4300

    Fax:
      (212) 751-0928

    Att:
      Jeffrey A. Rinde, Esq.

    E-mail:
      JRinde@hodgsonruss.com

    


    7.   General.
      This
      Note Escrow Agreement (a) constitutes the entire agreement of the parties hereto
      with respect to the subject matter hereof; (b) supersedes any and all prior
      understandings or agreements relating to the subject matter hereof; (c) may
      not
      be assigned, modified, amended or terminated except in writing signed by all
      the
      parties hereto; (d) shall be governed by, and construed in accordance with
      the
      laws of the State of New York; (e) shall be binding upon an inure solely to
      the
      benefit of the parties hereto and their respective successors and assigns;
      (f)
      shall not confer upon any person not referred to in (e) hereof any rights or
      remedies of any nature whatsoever under or by reason of this Note Escrow
      Agreement; and (g) may be executed in counterparts, each of which shall be
      deemed to be an original, but which together shall constitute one and the same
      instrument.

       

    IN
      WITNESS WHEREOF,
      the
      parties hereto have set forth their respective hands and seals on the date
      and
      year first above written, agreeing to be bound by the terms hereof.

    


    
      	 	
              TIA
                V, INC.

            
	 	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Name:
                

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	
              EXECUTIVE:

            
	 	 	 	 
	 	 
	 	
              Mrs.
                Mary Passalaqua

            


    

    


    ESCROW
      AGENT:

    HODGSON
      RUSS, LLP

    


    
      	
              By

            	 	 
	 	
              Name:

            	
              ,

            	 
	 	 	
              Authorized
                Signatory

            	 


    


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    


    Exhibit
      1.3(d)

    


    To
      the
      Share Exchange Agreement dated as of March 16, 2007 (the “Agreement”)
      by and
      among Tia V, Inc.,
      Mary
      Passalaqua, Vidatech Kft., and the shareholders of Vidatech Kft., each of whom
      is a signatory thereto.

    


    NON-NEGOTIABLE
      PROMISSORY NOTE

    


     

    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.


            


    


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    
      	
              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. 

            


    

     

    
      	
              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

            	 
	 	 	
              Name:

            	
              Victor
                Rozsnyay

            
	 	 	
              Title:

            	
              President
                & CEO 

            


    

     

     

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