exhibit_4-14.htm


    
      

    

    Exhibit
4.14

     

    CORPORATE
SUPPORT AGREEMENT

    


    


    THIS CORPORATE SUPPORT AGREEMENT
made effective November 1st,  2006.

     

    BETWEEN:

    


    SWEETWATER CAPITAL CORP. of
1000-789 West Pender Street, Vancouver, British Columbia, Canada, V6C
1H2

    


     

    (the
"Service Provider")

    OF THE
FIRST PART

    AND:

    


    VALCENT PRODUCTS INC., of
1010-789 West Pender Street, Vancouver, British Columbia, Canada, V6C
1H2;

    


    (the
"Client")

    OF THE
SECOND PART

    WHEREAS:

     

    A.           The
Service Provider maintains office premises and corporate services in Vancouver,
British Columbia equipped specifically for the purpose of providing essential
corporate services and facilities to clients as more particularly described
herein;

    


    B.         
  The Client is a US Reporting Issuer having a address in Vancouver,
British Columbia in need of premises and services for the purpose of maintaining
it operations and corporate headquarters in the Province of British
Columbia;

    


    C.      
     The Service Provider has agreed to provide the
services to the client on the terms and conditions contained
herein:

    


    NOW THEREFORE this Agreement
witnesseth that in consideration of the premises and of the mutual covenants and
agreements hereinafter set out, the parties hereto covenant and agree as
follows:

    


    SECTION I -
INTERPRETATION

     

    1.01                         
Interpretation

     

    For all
purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:

    


    (a)            "this
Agreement" means this Agreement and all Schedules attached hereto:

    


    (b)            any
reference in this Agreement to a designated "Section", "Subsection",
"Schedule" or other subdivision refers to the designated Section, Subsection,
Schedule or other subdivision of this Agreement;

    


    (c)            the
words “herein” and “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular Section, Subsection or other
subdivision of the Agreement;

    


    (d)            any
reference to a statute included and, unless otherwise specified herein, is a
reference to such statute and to the regulations made pursuant thereto, with all
amendments made thereto and in force from time to time, and to any statute or
regulations that may be passed which has the effect of supplementing or
superseding such statue or such regulation; and

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    (e)            words
importing the masculine gender include the feminine or neuter gender and words
in the singular include the plural, and vice versa.

    


    1.02                         
Headings

    


    The
headings of the Sections and Subsections of this Agreement are inserted for
convenience of reference only and shall not in any way affect the construction
or interpretation of this Agreement or of any part thereof.

    


    1.03                         
Governing
Law

    


    This
Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia, Canada.

    


    1.04                         
Severability

    


    In the
event that any provision of this Agreement or any part thereof is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby, and
the remaining provisions shall be construed as if the invalid, illegal or
unenforceable provisions had been deleted from this Agreement.

    


    1.05                         
Currency

    


    All
references to dollars or funds herein mean lawful currency of the
Canada.

    


    SECTION
2
- SERVICES

    


    2.01          The
Service Provider agrees to provide a corporate address, with fully furnished
offices equipped with telephones, internet services, support services, board
room facilities, non-alcoholic refreshments, postage facilities, repairs and
maintenance to office equipment located in the premises and all incidental
services thereto to the Client as required by the Client in order for the Client
to be able to perform its corporate activities in Vancouver, British Columbia
commensurate with the needs of like corporations as if they had maintained their
own fully furnished and staffed premises for the same purposes.

    


    2.02          Upon
request and at the direction of the Client, the Service Provider further agrees
to provide personnel to the client to assist with the following services in the
premises:

     

    
      	 	i)	receptionist;
	 	 	 
	 	ii)	secretarial;
	 	 	 
	 	iii)	bookkeeping
      and accounting services;
	 	 	 
	 	iv)	corporate
      records clerks;
	 	 	 
	
               
      

            	
              vi)

            	
              qualified
      personnel to assist in the preparation of quarterly, interim and annual
      financial statements as required under SEC guidelines for independent
      review by outside auditors;

            


    

    


    
      	
               
      

            	
              vii)

            	
              qualified
      personnel to assist in arranging for timely disclosure of all material
      facts in the affairs of the Client;

            


    

    


    
      	
               
      

            	
              viii)

            	
              qualified
      personnel to assist in perusing and replying to all corporate inquiries
      and correspondence; and

            


    

    


    
      	
               
      

            	
              vii)

            	
              qualified
      personnel to draft disclosure documents for filing with the Securities and
      Exchange Commission in
      the USA and with the applicable securities commissions in Canada for
      review by independent outside legal counsel selected by the
      Client.

            


    

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    2.03          At
the request of the Client and/or for the Client's scrutiny and evaluation, the
Service Provider further agrees to provide the following services during the
term of this Agreement, :

    


    
      	
               
      

            	
              i)

            	
              reviewing
      the financial position of the Client and providing recommendations
      thereon;

            


    

     

    
      	
               
      

            	
              ii)

            	
              assisting
      in formulating plans and budgets from time to time for the
      Client;

            


    

     

    
      	
               
      

            	
              iii)

            	
              disseminating
      such information to persons in accordance with the marketing plan of the
      Client to encourage participation in the development of the
      Client;

            


    

    


    
      	
               
      

            	
              iv)

            	
              recommending
      and thereafter retaining the services of professionals as
      requested;

            


    

    


    
      	
               
      

            	
              v)

            	
              recommending
      on the basis of evaluations provided by professionals, suitable business
      opportunities for acquisition and
participation;

            


    

    


    
      	
               
      

            	
              vi)

            	
              establishing
      and maintaining suitable banking relations as
  requested;

            


    

    


    
      	
               
      

            	
              vii)

            	
              helping
      to ensure the maintenance of proper accounting records and compiling
      monthly statements of source and application of
    funds;

            


    

    
    

    


    
      	
               
      

            	
              viii)

            	
              arranging
      for the payment of all payables of the Client and/or any subsidiaries;
      and

            


    

    


    
      	
               
      

            	
              ix)

            	
              suggesting
      experienced personnel to assist the Client with advice on mergers and
      acquisitions, financings and investor support services as required by the
      Client with the assistance of outside professionals in order for
      management of the Client to be able to diligently pursue corporate
      opportunities.

            


    

    


    2.04                         
Terms of
Sublease

     

    The
Client acknowledges and accepts the terms and conditions of the Head Lease as
provided in Schedule A hereto between the Service Provider and the landlord for
the demised premises in which the Client will be located pursuant to this
agreement. Such terms and conditions will be binding on the Client as they may
relate to the Client unless otherwise agreed in writing by the Service
Provider.

     

    2.04                         
Term

    


    This
Agreement shall be for a period of 18 months commencing November 1, 2006 and
expiring April 30, 2008 unless extended thereafter on a month-to-month basis or
for an extended term in writing.

    


    2.05                         
Payment
for Services

    


    The
remuneration of the Service Provider for its services shall be the sum of
$15,000 per month plus GST at the prescribed rate payable in advance in equal
monthly installments on the first business day of each calendar month, the first
of such installments to be payable on the first day of November 1,
2006.

    


    SECTION 3 -
DISPUTES

    


     3.01         Any
dispute arising under this agreement shall be settled by arbitration pursuant to
applicable Arbitration Statutes in effect in the Province of British Columbia by
a single arbitrator if the parties hereto are able to agree on a single
arbitrator within thirty (30) days after written demand to arbitrate is given in
writing by one party to the other, and failing such agreement, by three
arbitrators, one to be appointed by the Client, one to be appointed by the
Service Provider, and the third to be appointed by such two arbitrators, and the
decision of the single arbitrator or a majority of the arbitrators if three are
appointed, shall be final and binding upon the parties hereto, and such decision
shall include a direction as to the costs of the arbitration.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    SECTION 4 - EARLY
TERMINATION

     

    4.01         
This Agreement is subject to early termination by the Service Provider on ninety
(90) days written notice.

     

    4.02          This
Agreement is subject to early termination by the Client on sixty (60) days
written notice. In the event the Client terminates this Agreement, the Client
shall be liable for the payment of monthly service fees for an additional period
of six (6) months after the date notice is given which amount is the agreed upon
amount of liquidated damages the Service Provider will suffer or incur as a
result of the early termination of this Agreement.

     

    SECTION 5 - SERVICE
PROVIDER'S COVENANTS

     

     5.01         Upon
termination of this Agreement for any reason, or whenever requested by the
Service Provider, the Client shall deliver to the Service Provider all property
belonging to the Service Provider, including, without limitation: any keys,
security cards, passwords, devices or other property which may have come into
the Client's possession during the course of the Agreement;

     

     5.02         The
Service Provider covenants with the Client to provide access to the business
premises during normal business hours during the Term and after normal business
hours provided access by the Client shall only be made in accordance with the
guidelines from time to time imposed on tenants in the building leased by the
Service Provider;

     

    5.03          The
Service Provider shall maintain the office premises in good repair and properly
maintained with acceptable janitorial services;

    


    5.03         The
Service Provider, its employees, agents and contractors will keep confidential
and shall not use or disclose any information (other than information which is
readily ascertainable from trade sources or public information) obtained from
the Client.

     

    5.04          The
Service Provider shall throughout the Term keep the premises insured for loss
and damage as required by the Head Lease in Schedule A section 10 Tenant's
Insurance and, at the option of the Client, will add the Client to this coverage
as an additional insured in respect of all applicable insurances. Furthermore
the Service Provider will waive all rights of subrogation against the Client in
the event of loss or damage to property insured per Tenant's Insurance 10.02 (b)
of the Head Lease. The Service Provider shall pay when due all premiums
necessary for the above purpose provided that the Service Provider's obligation
under this covenant shall immediately cease if the insurance covenanted for
shall be rendered void by any act or default of the Client;

    


    5.05          The
Service Provider will endeavor to ensure that any agents, contractors or
subcontractors engaged by the Service Provider, directly or at the request of
the Client, maintain worker's compensation coverage, Commercial General
Liability Insurance in an amount of not less than $1 million and any other forms
of insurance that may reasonably required by the Client;

    


    5.05          The
Service Provider Shall if the premises are damaged by fire reinstate the
premises at his sole expense, with all reasonable speed; and

    


    5.06          If
the premises or any part of them are damaged by fire during the Term of this
lease, with the result that they are rendered unfit for habitation, then the
fees reserved by this Agreement or a fair proportion thereof in accordance with
the nature and extent of the damage shall be suspended until the leased premises
are again fit for habitation.

    


    Limitations on
Authority. Without the express written consent of the Client, the Service
Provider shall not have any authority to enter into, execute or deliver any
contract, agreement or other instrument in the name or on behalf of
the Client, and nothing herein contained shall authorize or empower the Service
Provider to assume or create any obligation, liability or responsibility
whatsoever, express or implied, on behalf of or in the name of the Client, or to
bind the Client in any manner unless at the written direction of an authorized
representative employee or representative of the Client.

    
 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Indemnity

     

    The
Service Provider and the Client mutually agree to indemnify and hold harmless
the other party, its directors, officers, employees, agents and contractors for
and against all actions, suits, demands, claims and costs of defending such
claims unless arising from the gross negligence or willful misconduct of the
Client.

    


    SECTION 6
- MISCELLANEOUS

    


    6.01               
          Amendment
or Termination

     

    No
amendment or termination of this Agreement shall be valid unless it is in
writing and executed by the parties hereto.

    


    6.02                
         Further
Assurances

     

    The
parties hereto shall execute all such further documents and give all such
further assurances as may be required to carry out the purpose and intent of
this Agreement.

    


    6.03                      
   Personal
Agreement

     

    This
Agreement is personal to the parties hereto and shall not be assigned except by
operation of law. If this Agreement is assigned by operation of law, it shall
enure to the benefit of and be binding upon such assigns. This agreement shall
enure to the benefit of and be binding upon the parties hereto.

    


    6.04                         
Notices

    


    All
notices and other communications required or permitted to be given hereunder
shall be in writing and shall be delivered to the party for whom it is intended
at the address for such party as set forth in this Agreement, or to such other
address as either party may provide in writing to the other pursuant to the
provisions in this Subsection or may be sent by telecopy or by means of
facsimile transmission. Any notice shall be deemed to have been received by the
party to whom it is delivered, when delivered, and if transmitted by telecopy or
facsimile transmission, upon transmission.

     

    6.05                         
Entire
Agreement

    


    This
Agreement contains the entire understanding between the parties and supersedes
any prior understandings and agreements between them respecting the subject
matters hereof. There are no other representations, agreements, arrangements, or
understandings, oral or written, between and among the parties hereto or any of
them, relating to the subject matter of this Agreement.

    


    IN WITNESS WHEREOF, the
parties hereto have executed these presents the day and year first written
above.

     

    
      
        	Signed
      by the duly authorized officers of 	)	 	 	 
	SWEETWATER CAPITAL
      CORP. 	)	 	 	 
	in
      the presence of :     	)	 	 	 
	 	 	)	 	 	 
	Per:	
                /s/ 
      Monita Faris

              	)	 	
                 

              	 
	 	 	 	 	 	 
	 	
                 

              	)	 	
                 

              	 
	Per:	
                /s/ 
      Robert Baker

              	)	 	
                 

              	 


      

    

    


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      	SIGNED,
      SEALED AND DELIVERED  	)	 	 	 
	By
      VALCENT PRODUCTS
      INC. in   	)	 	 	 
	the
      presence of: 	)	 	 	 
	 	 	)	 	 	 
	/s/ 
      Robert Baker	)	 	
              /s/ 
      Grant Atkins

            	 
	Witness	)	 	(Authorized
      Signatory)	 
	 	 	 	 	 
	885
      Pyrford Rd.	)	 	 	 
	Address	)	 	 	 
	 	 	 	 	 
	V7S
      2A2	)	 	 	 
	Postal
      Code	)	 	 	 


    

    


     

     

     

    
 

    Schedule
A

     

     

    Head
Lease Provisions

    
 

     

     

     

     

     

     

     

    
      6