exhibit_4-19.htm


    
      

    

    Exhibit
4.19

    


    THIS CONSULTING AGREEMENT
dated the 29th day of
February, 2008.

    


    BETWEEN:

    


    


    VALCENT
PRODUCTS INC., a
corporation Incorporated under the laws of Alberta, Canada

    


    (hereinafter
referred to as the  "Corporation")

    


    OF
THE FIRST PART

    


    - and
-

    


    Dr. J.
GORDON MURPHY, an individual of the country of Barbados,

    


    (hereinafter
referred to as the "Consultant")

    


    OF
THE SECOND PART

    


    


    WHEREAS the Corporation wishes
to retain the Consultant as a consultant for its business and the Consultant has
agreed to provide such services to the Corporation.

    


    NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, it is hereby
agreed by and between the parties as follows:

    


    


    ARTICLE
1

    Definitions

    


    1.1            
"Consulting Services" shall mean the services to be provided by the
Consultant, and in particular but without restricting the generality of the
foregoing, relating to the strategic planning and structuring of off-shore
investments from the Caribbean, Basin, South America and Europe; and the
provision of strategic planning advice relating to international intellectual
property registration, monitoring and valuations.

    


    1.2              The
terms "subsidiaries", "associates" and "affiliated corporations" shall have the
meanings ascribed thereto in the Business Corporations Act
(Alberta).

    


     

    ARTICLE
2

    Engagement of the Consultant
and Its Duties

    


    2.1            
The Corporation hereby engages the services of the Consultant and the
Consultant hereby accepts the engagement of his services by the Corporation,
subject to the terms and conditions hereinafter contained.

    


    


    2.2            
The Consultant shall provide the Consulting Services to the Corporation
in such manner as the Corporation and the Consultant may reasonably agree, and
shall devote such of his time as is necessary, and all the effort, skills,
attention and energies during that time to the performance of his duties as
herein set forth.

    


    2.3            
The Corporation acknowledges that it is aware of the Consultant's many
outside activities, duties and financial interests and agrees that the
performance of such activities and duties and involvement of such financial
interests will not be construed as a breach of this Agreement, provided that the
Consultant provides the Consulting Services on a basis which does not impair the
activities and business interests of the Corporation.

    


    2.4             The
term of this Agreement shall commence March 1, 2008 and end on February 28, 2009
(the “Term”).  This Agreement may be renewed on an annual basis at the
option of the Corporation.  Notwithstanding the foregoing, this
Agreement may be terminated at any time, if either party gives thirty (30) days
notice to the other party that it wishes to terminate this Agreement, in such
case any unearned Consideration as defined herein shall be returned to the
Corporation on a
pro-rata basis for the period from the date of termination to the end of the
Term.

     

    
 

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    ARTICLE
3

    Compensation

    


    3.1             The
Corporation agrees to pay the Consultant, in consideration of the provision by
the Consultant of the Consulting Services to the Corporation, the sum of TWO
MILLION restricted shares in the capital of the Corporation at a deemed value of
US$0.70 per share (the “Consideration”), and such other good and valuable
consideration as the parties may from time to time agree is
appropriate.  The Consideration shall be earned over a twelve month
term beginning March 1, 2008 in the following manner: 200,000 shares will be
earned by the Consultant and/or assigns during each calendar month of the
Term.  The Consideration shall be restricted common stock of the
Company and will be tendered to Consultant and/or assigns in on the date of this
Agreement.

    


    3.2           
The Consultant shall be reimbursed for any disbursement previously
approved by the Corporation properly incurred by the Consultant on behalf of the
Corporation, in connection with the performance by the Consultant of the
Consultant's duties hereunder, within ten (10) days of submitting receipts
therefor. Receipts shall be submitted to the Corporation within twenty (20) days
following the month in which the disbursement was incurred, failing which the
Corporation shall not be obligated to reimburse the Consultant for each
disbursement.

    


    3.3              Services
to be provided by the Consultant to the Corporation shall include European
business development services, intellectual property, trademark, and patent
estate review and consulting, business planning, and economic development
planning.  Such consultation with management shall be with respect to
financial matters, business growth and development, and general business
consultation.  The consulting services may include such other matters
as may be agreed upon between the Corporation and the Consultant.

    


    


    ARTICLE
4

    Confidentiality and
Corporation Property

    


    4.1            
The Consultant shall not disclose, during the term of this Agreement or
at any time thereafter, any information concerning the business and affairs of
the Corporation or its subsidiaries, affiliated corporations or associates,
which he may have learned while providing the Consulting Services, to any person
not an officer or director of the Corporation other than in the proper discharge
of his duties under this Agreement and he shall not use, for his own purpose or
for any purpose other than that of the Corporation, either during the
continuance of his engagement under this Agreement or at any time thereafter,
any information he may have acquired, or may acquire, in or in relation to the
business of the Corporation, its subsidiaries, affiliated corporations or
associates. Upon termination of this Agreement the Consultant shall at once
deliver or cause to be delivered to the Corporation, books, documents, effects,
money, securities or other property belonging to the Corporation or for which
the Corporation is liable, which are in the possession, change control or
custody of the Consultant.

    


     

    ARTICLE
5

    Miscellaneous

    


    5.1            
Any notice required or permitted to be given hereunder shall be given by
hand delivery, facsimile transmission or by registered mail, postage prepaid,
addressed to the parties at their respective addresses set forth
below:

     

    
      	
            	
              (a)

            	
              If
      to the Corporation:

               

              Suite
      1010 – 789 West Pender Street,

              Vancouver,
      B.C.  V6C 1H2

              
                 

                Facsimile:  (604)
      606-7980

              

            
	 	 	 
	 	(b) 	If
      to the Consultant: 

               

              Dr.
      J. Gordon Murphy

              30E
      Lower Halcyon Heights

              Lascelles,
      St. James

              Barbados,
      BB24016, West Indies

               

              Facsimile:  246-432-0403

            


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    and any
such notices given by hand delivery or by facsimile transmission shall be deemed
to have been received on the date of delivery or transmission and if given by
prepaid registered mail, shall be deemed to have been received on the third
business day immediately following the date of mailing.  The parties
shall be entitled to give notice of changes of address from time to time in the
manner hereinbefore provided for the giving of notice.

    


    5.2            
This Agreement shall be governed by and construed in accordance with the
laws of the Province of Alberta.

    


    5.3            
Time shall be the essence of this Agreement.

    


    5.4            
The provisions of this Agreement shall enure to the benefit of and be
binding upon the Corporation and the Consultant and their respective heirs,
executors, administrators, successors and assigns.  This Agreement
shall be assignable at the unilateral dictate of the Consultant to any corporate
entity solely and wholly owned by the Consultant.  The Consultant
agrees to notify the Corporation of any assignment in writing to the address of
the Corporation.

    


    5.5           
This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto in connection with the subject
matter hereof.  No supplement, modification, waiver or termination of
this Agreement shall be binding, unless executed in writing by the parties to be
bound thereby.

    


    IN WITNESS WHEREOF this
Agreement has been executed by the parties.

    
       

      
        	SIGNED, SEALED AND
      DELIVERED	)	 	 	 
	
                 in the presence
      of

              	)	 	 	 
	 	)	VALCENT PRODUCTS
      LTD.	 
	 	)	 	 
	 	)	 	 
	
                 

              	)	Per:	
                /s/ 
      George Orr

              	 
	
                 

              	)	 	
                GEORGE ORR, CFO,
      Director

              	 
	
                 

              	)	 	
                 

              	 
	 	)	 	 	 
	/s/ 
      witness	)	 	/s/ 
      Gordon Murphy	 
	Witness	)	 	GORDON
      MURPHY	 
	 	 	 	 	 


      

    

     

     

    
      3