exhibit_4-17.htm


    
      

    

    Exhibit
4.17

     

    CONSULTING SERVICES
AGREEMENT

    


    


    This
Consulting Services Agreement (the "Agreement") is entered this 2nd day of
November 2007 by and between MB Pics Capital Corp., of 2443 Alder Street,
Vancouver BC, V6H 4A4, a BC 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.

            	
              Corporate
      planning, strategy and negotiations with potential strategic business
      partners;

            


    

    
      	
               
      

            	
              B.

            	
              Business
      growth and development consulting;

            


    

    
      	
               
      

            	
              C.

            	
              Capital
      structure recommendations and
analysis;

            


    

    
      	
               
      

            	
              D.

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

            


    

    
      	
               
      

            	
              E.

            	
              General
      business consulting services and/or other general business consulting
      needs as expressed by Client.

            


    

    


    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.

    


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

    
 

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      
        	
              	
                A.

              	
                Client
      shall be issued restricted shares representing an aggregate of two hundred
      fifty thousand (250,000) restricted shares of common stock (the "Shares"),
      at a deemed price of USD$0.70 per share to be Consultants. 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 or to recover any consideration paid or delivered by
Client to Consultants other than by reason of Consultants' gross negligence or
willful misconduct, Consultants shall be entitled to all available equitable
remedies, consequential and incidental damages and reasonable attorneys' fees
and costs incurred as a result thereof, regardless of whether suit is filed and
regardless of whether Client or Consultants prevails in any such
suit.

     

    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:

            	
              Attention
      : George Orr, Grant Atkins 

              Valcent
      Products, Inc.

              Suite
      1010-789 West Pender Street, 

              Vancouver,
      British Columbia, Canada V6C 1H2

              Facsimile:
      604-606-7980

            
	 	 
	If
      to Consultants:  	
               Brad
      Scharfe

              MB
      Pics Capital Corp. 2443 Alder Street

              Vancouver
      BC, V6C 4A4 

              Facsimile:
      604-731-2888

            


    

    
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"

    


    MB Pics
Capital Corp.

    Signature:     /s/ Brad
Scharfe                                   


    Print
name: Brad Scharfe

    Print
title: Director

     

     

     

     

     

     

     

    

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