exhibit_4-18.htm


    
      

    

    Exhibit
4.18

    CONSULTING SERVICES
AGREEMENT

    


    


    This
Consulting Services Agreement (the “Agreement”) is entered this 1st day of
February, 2008 by and between Yellow Rose Ltd. of PO Box 150, Neptune Plaza
Suite 204, Grace Bay, Provenciales Turks & Caicos Islands, a Turks &
Caicos Islands, BWI corporation (“Consultants”), and Valcent Products Inc. of
Suite 1010 - 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2
(“Client”), an Alberta, Canada corporation, with reference to the
following:

    


    
      	
            	
              A. 

            	
              The
      Client desires to be assured of the association and services of the
      Consultants to advise the Client in business and/or financial matters and
      is therefore willing to engage the Consultants upon the terms and
      conditions set forth herein.  Consultants desires to be assured,
      and Client desires to assure Consultants, that, if Consultants associates
      with Client and allocates its resources necessary to provide Client with
      its services as Client requires and expects, Consultants will be paid the
      consideration described herein and said consideration will be
      nonrefundable, regardless of the
circumstances.

            


    

    


    
      	
            	
              B.

            	
              The
      Consultants agree to be engaged and retained by the Client and upon the
      terms and conditions set forth
herein.

            


    

    


    NOW,
THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

    


    
      	
               
      

            	
              1.

            	
              Engagement.   Client
      hereby engages Consultants on a non-exclusive basis, and Consultants
      hereby accepts the engagement to become a financial consultant to the
      Client and to render such advice, consultation, information, and services
      to the Directors and/or Officers of the Client regarding general financial
      and business matters including, but not limited
  to:

            


    

    


    
      	
               
      

            	
              A.

            	
              European
      continental corporate planning, strategy and negotiations with potential
      strategic business partners (UK excluded);

            
	 	 	 


    

    
      	
               
      

            	
              B.

            	
              European
      continental business growth and development consulting (UK
      excluded);

            
	 	 	 


    

    
      	
               
      

            	
              C.

            	
              Periodic
      reporting as to developments concerning the general financial markets in
      Europe and public securities markets in Europe and industry which may be
      relevant or of interest or concern to the Client or the Client’s
      business;

            
	 	 	 


    

    
      	
               
      

            	
              D.

            	
              General
      business consulting services in Europe and/or other general business
      consulting needs as expressed by Client in the European
      domain.

            


    

    


    It is
expressly understood and agreed by Client that, in reliance upon Client’s
representations, warranties and covenants contained herein, immediately upon
execution and delivery of this Agreement by Client, Consultants is setting aside
and allocating for the benefit of Client valuable resources (including, without
limitation, capital and reservation of work schedules of employees) required to
fulfill Consultants’ obligations described in paragraph 1 hereof.  In
doing so, Consultants agrees to forebear from undertaking other opportunities
and commitments (that would result in enrichment to Consultants) in order to be
available to provide Client the services contemplated by this
Agreement.

    


    2.   
Term.   The
term (“Term”) of this Agreement shall commence on the date hereof and continue
for twelve (12) months. The Agreement may be extended upon agreement by both
parties, unless or until the Agreement is terminated. Either party may cancel
this Agreement upon thirty day’s   written
notice.  Either party may cancel this Agreement upon 10 day’s (10)
written notice in the event either party violates any material provision of this
Agreement and fails to cure such violation within five (5) days of written
notification of such violation from the other party. Such cancellation shall not
excuse the breach or non-performance by the other party or relieve the breaching
party of its any obligation incurred prior to the date of
cancellation.

    


    3.   
Due
Diligence.  The Client shall supply and deliver to the
Consultants all information relating to the Client Company’s business as may be
reasonably requested by the Consultants to enable the Consultants to make an
assessment of the Client’s company and business prospects and provide the
consulting services described in paragraph 1 hereof.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    4.   
Compensation.  As
consideration for Consultants entering into this Agreement, Client agrees
deliver to Consultants the following consideration.

    


    
      	
               
      

            	
              A.

            	
              Client
      shall be issued restricted shares representing an aggregate of five
      hundred thousand (500,000) restricted shares of common stock (the
      “Shares”), at a deemed price of USD$0.70 per share.  The Shares
      shall be issued within 15 days of the execution of this Agreement shall be
      immediately payable as at the date of this
  Agreement.

            


    

    


    The
Shares, when issued to Consultants, will be duly authorized, validly issued and
outstanding, fully paid and nonassessable and will not be subject to any liens
or encumbrances.

     

    Client
further acknowledges and agrees that said consideration is earned by
Consultants: (1) upon Client’s execution and delivery of the Agreement and prior
to the provision of any service hereunder; (2) in part, by reason of
Consultants’ agreement to make its resources available to serve Client and as
further described in the Preliminary Statement and elsewhere herein; and (3)
regardless of whether Client seeks to terminate this Agreement prior to
consultant’s delivery of any services hereunder. If Client takes any action to
terminate this Agreement, the Client is entitled to recover any unearned
consideration paid or delivered by Client to Consultants.

    


    5.   
Representations,
Warrants and Covenants.  The Client represents warrants and
covenants to the Consultants as follows:

    


    A.      The
Client has the full authority, right, power and legal capacity to enter into
this Agreement and to consummate the transactions which are provided for
herein.  The execution of this Agreement by the Client and its
delivery to the Consultants, and the consummation by it of the transactions
which are contemplated herein have been duly approved and authorized by all
necessary action by the Client’s Board of Directors and no further authorization
shall be necessary on the part of the Client for the performance and
consummation by the Client of the transactions which are contemplated by this
Agreement.

    


    B.     
The business and operations of the Client have been and are being conducted in
all material respects in accordance with all applicable laws, rules and
regulations of all authorities which affect the Client or its properties,
assets, businesses or prospects.  The performance of this Agreement
shall not result in any breach of, or constitute a default under, or result in
the imposition of any lien or encumbrance upon any property of the Client or
cause an acceleration under any arrangement, agreement or other instrument to
which the Client is a party or by which any of its assets are
bound.  The Client has performed in all respects all of its
obligations which are, as of the date of this Agreement, required to be
performed by it pursuant to the terms of any such agreement, contract or
commitment.

    


    6.   
Exclusivity;
Performance; Confidentiality. The services of Consultants hereunder shall
not be exclusive, and Consultants and its agents may perform similar or
different services for other persons or entities whether or not they are
competitors of Client. The Consultants agrees that it will, at all times,
faithfully and in a professional manner perform all of the duties that may be
reasonably required of the Consultants pursuant to the terms of this Agreement.
Consultants shall be required to expend only such time as is necessary to
service Client in a commercially reasonable manner. The Consultants does not
guarantee that its efforts will have any impact upon the Client's business or
that there will be any specific result or improvement from the Consultants’
efforts. Consultants acknowledges and agrees that confidential and valuable
information proprietary to Client and obtained during its engagement by the
Client, shall not be, directly or indirectly, disclosed without the prior
express written consent of the Client, unless and until such information is
otherwise known to the public generally or is not otherwise secret and
confidential.

    


    7.   
Independent
Contractor.  In its performance hereunder, Consultants and its
agents shall be an independent contractor. Consultants shall complete the
services required hereunder according to his own means and methods of work,
shall be in the exclusive charge and control of Consultants and which shall not
be subject to the control or supervision of Client, except as to the results of
the work. Client acknowledges that nothing in this Agreement shall be construed
to require Consultants to provide services to Client at any specific time, or in
any specific place or manner. Payments to Consultants hereunder shall not be
subject to withholding taxes or other employment taxes as required with respect
to compensation paid to an employee.

    



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    8.   
Notices.  Any
notice or other communication required or permitted hereunder must be in writing
and sent by either (i) certified mail, postage prepaid, return receipt requested
and First Class mail; or (ii) overnight delivery with confirmation of delivery;
or (iii) facsimile transmission with an original mailed by first class mail,
postage prepaid, addressed as follows:

     

    
      	If to the
      Client: 	
              Valcent
      Products, Inc.

              Suite
      1010-789 West Pender Street, Vancouver,

              British
      Columbia, Canada V6C 1H2

              Facsimile:  604-606-7980

            
	 	 
	If to
      Consultants:      	
              Yellow
      Rose Ltd.

              PO
      Box 150, Neptune Plaza Suite 204

              Grace
      Bay, Provenciales Turks & Caicos Islands

              Facsimile:  ______________________

            


    

    
or in
each case to such other address and facsimile number as shall have last been
furnished by like notice.  If mailing is impossible due to an absence
of postal service, and other methods of sending notice are not otherwise
available, notice shall be hand-delivered to the aforesaid
addresses.  Each notice or communication shall be deemed to have been
given as of the date so mailed or delivered, as the case may be; provided,
however, that any notice sent by facsimile shall be deemed to have been given as
of the date sent by facsimile if a copy of such notice is also mailed by first
class mail on the date sent by facsimile; if the date of mailing is not the same
as the date of sending by facsimile, then the date of mailing by first class
mail shall be deemed to be the date upon which notice given.

     

    9.  
  Additional
Provisions.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
and no waiver shall constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver. No supplement,
modification, or amendment of this Agreement shall be binding unless executed in
writing by all parties. This Agreement constitutes the entire agreement between
the parties and supersedes any prior agreements or negotiations. There are no
third party beneficiaries of this Agreement.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Texas, regardless of laws of conflicts.

    


    10. 
 Counterparts.  This
Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     

    11.   Preliminary
Statement.  The Preliminary Statement is incorporated herein by
this reference and made a material part of this Agreement.

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have entered into this Agreement on the date
first written above.

     

    


    “Client”

    


    Valcent Products, Inc.

    


    


    Signature:     /s/ George
Orr                                                


    Print
name:  George Orr

    Print title: Chief Financial
Officer

    


    


    “Consultants”

    


    Yellow
Rose Ltd.

    


    


    Signature:     /s/ Audley G.
Williams                                 


    Print name:  Audley G.
Williams

    Print
title:  Director

    
 

     

     

     

    
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