Filed by Automated Filing Services Inc. (604) 609-0244 - Clyvia Inc. - Exhibit 10.14






Exclusive Distribution Contract

between

Clyvia Technology GmbH, Friedrich-List-Allee 10, 
41844
Wegberg-Wildenrath r
epresented by Dr. Manfred Sappok

- referred to as "Clyvia" below -

and

Energy Recycling Systems Sarl, 
1 Allée Blanc Soleil

F-78121 Crespieres 
represented by Jean Paul Vallat 
the Managing
director

- referred to as "authorized dealer" below -

Clyvia develops systems for the depolymerization of waste oils
and plastics. The authorized dealer is interested in purchasing such devices
from Clyvia in the future after completion of the first prototypes, and in
selling them in its own name. The agreement below is subject to the condition
precedent that Clyvia develops the first prototypes and provides a memorandum to
the authorized dealer in writing without delay after a successful test run. The
condition is to occur upon receipt of the memorandum, for which Clyvia is
obligated without delay after the successful test run. The sale of the




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contract products conforms to the conditions of this contract
and the written agreements upon execution of purchase contracts.

§ 1 Exclusive distribution

1. Upon occurrence of condition precedent, Clyvia assigns to
the authorized dealer the exclusive distribution of systems for the fractional
depolymerization as well as their peripherals ("contract products" below) in the
contract territory specified below. Clyvia can request, but it is not mandatory,
that this distribution contract also extend to those products that Clyvia
includes in production or distribution as a subsequent product or supplementary
product for the contract products described above.

2. The authorized dealer buys and sells in his own name and at
his own expense. He is not entitled to represent Clyvia in legal transactions.
Clyvia will use no additional authorized dealers in the contract territory.

§ 2 Contract territory

The right of exclusive distribution extends to:

- France, Spain and Portugal.

The authorized dealer may also sell in the countries Greece and
Australia, Poland, Turkey, Greece [sic] and Russia, but Clyvia is entitled to
sell contract products in them directly or through third parties.




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§ 3 Limitations of the distribution right

1. The authorized dealer is obligated to solicit no customers
for the contractual products outside of the contract territory without approval
from Clyvia in writing in advance, or to maintain branch offices or distribution
centres, or to offer contract products through third parties.

2. The authorized dealer will sell the contract products only
to those buyers that use the systems themselves.

§ 4 Collaboration in the distribution

1. The authorized dealer will pursue sales of the contract
products in the contract territory to the best of its ability, and advertise the
contract products in the press and other media as well, and present the contract
products at trade shows.

2. Clyvia will support the authorized dealer to a reasonable
extent by providing advertising materials and information. The advertising
material remains the property of Clyvia. It is to be returned without delay
after the end of the contractual relationship, to the extent it was not used
according to the provisions of the contract. Clyvia's trade and company secrets
may be neither used by the authorized dealer nor disclosed to third parties.

§ 5 Goods acquisition, competition

1. The authorized dealer may obtain the contract products only
from Clyvia. The authorized dealer may manufacture or distribute products that
are in competition 




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with the contract products only after prior authorization from
Clyvia in writing. In addition, he may not participate directly or indirectly in
a competitor of Clyvia without such an authorization, or support its business
operation in another manner.

2. If the authorized dealer would like to buy a device from
Clyvia, he will send a written, non-binding request for quotation to Clyvia.
This request for quotation must specify in particular the input materials that
are to be depolymerized in the device. The authorized dealer is required to
include a sample of these materials with the non-binding request for quotation.
Clyvia will use these materials made available in a trial run and - if a
depolymerization of these materials is possible in the device - will notify the
authorized dealer of this fact in writing with a specification for the device
and the degree of efficiency for the material made available as a binding offer.
Clyvia remains bound to this offer six weeks after receipt of the offer by the
authorized dealer. The offer can also be sent by fax.

Oral collateral agreements are not binding for any of the
parties.

§ 6 Price

The prices specified by Clyvia in the offer or in the order
confirmation from Clyvia plus the respective statutory sales tax shall prevail.
Additional deliveries and services, in particular transportation and the
assembly of the devices at the location, are billed for separately with the
respectively applicable offers, assembly rates plus travel costs, expenses,
etc.




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§ 7 Delivery and service

(1) Delivery deadlines or dates, which can be stipulated as
binding or non-binding, must be in written form.

(2) Delivery and service delays as a result of acts of God and
as a result of events that make the delivery materially more difficult for
Clyvia in a manner that is not merely temporary, or that make the delivery
impossible for Clyvia (included here in particular are strike, lock out,
official orders, and so forth, even if they occur for Clyvia's suppliers or
their upstream suppliers), Clyvia is not required to comply even for deadlines
and dates stipulated as binding. They entitled Clyvia to postpone the delivery
or service for the duration of the interference plus a reasonable response time,
or to withdraw from the contract in whole or in part concerning the portion not
yet fulfilled.

(3) If the interference lasts longer than three months, after a
reasonable grace period the authorized dealer is entitled to withdraw from the
part of the contract that has not yet been fulfilled. If the delivery time is
extended, or if Clyvia is released from its obligation, then the authorized
dealer can derive no claims for compensation for damages as a result. Clyvia can
refer to the mentioned circumstances only if Clyvia informs the authorized
dealer without delay.

(4) If Clyvia caused the failure to meet binding stipulated
deadlines and dates, or is in default, the authorized dealer has a claim to
default compensation in the amount of 1/2% for each complete week of default,
but at most up to a total of 5% of the invoice value of the deliveries and
services affected by the default. Additional claims are precluded unless the
default is based on at least gross negligence by Clyvia.

(5) Clyvia is entitled to provide partial deliveries and
partial services at any time unless the partial delivery or partial service is
not of interest to the authorized dealer.

(6) Adherence to the delivery and service obligations by Clyvia
assumes the timely and proper fulfillment of the obligations of the authorized
dealer.




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Clyvia is responsible for ensuring that all documents are
available that are necessary for any export of the subject matter of the
purchase directly from the factory of Clyvia.

(7) If the authorized dealer goes into default in acceptance,
Clyvia is entitled to demand compensation for the damages it sustains; the risk
of accidental deterioration and of accidental destruction transfers to the
authorized dealer when the default in acceptance occurs.

§ 8 Transfer of risk

The risk transfers to the authorized dealer according to "EX
FACTORY Wegberg" Incoterms 2000. If the shipment is delayed at the request of
the authorized dealer, the risk transfers with the notice of readiness for
shipment.

§ 9 Rights of the authorized dealer concerning
defects

(1) The products are delivered free of defects in manufacturing
and materials; the deadline for making claims for defects amounts to one year
after delivery of the products.

(2) If operating or maintenance instructions from Clyvia are
not followed, modifications are carried out on the products, parts are replaced
or consumables used, which do not correspond to the original specifications,
then claims due to defects in the products are not applicable, if the authorized
dealer does not refute an appropriately substantiated allegation that one of
these circumstances initially caused the defect.

(3) The authorized dealer must provide notice in writing of
defects to Cylvia's customer service without delay, but no later than within one
week after receipt of the subject matter of the delivery. Clyvia is to be
provided notice in writing of defects that cannot be detected within this period
even upon careful examination without delay after discovery.

(4) In the case of a notice from the authorized dealer that the
products have a defect, Clyvia requires, at its election and at its expense,
that:




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a) the defective part or device be sent for repair and
subsequent return to Clyvia;

b) the authorized dealer hold the defect part or device, and
that a service technician from Clyvia be dispatched to the authorized dealer in
order to carry out the repair.

If the authorized dealer requests that defect rectification
work be carried out at a location that he specifies, Clyvia can comply with this
request, whereby exchanged parts are not billed for, while work time and travel
costs are to be paid for at Clyvia's standard rates. If the notice of defects
turns out to be unjustified, the authorized dealer is required to reimburse all
costs that resulted for Clyvia.

(5) If the defect rectification fails after a reasonable
period, the authorized dealer can demand a reduction of the compensation or
withdraw from the contract, at his election.

(6) Liability for normal wear and tear is precluded.

(7) Only the direct authorized dealer is entitled to claims
against Clyvia due to defects, and such claims are not transferable.

§ 10 Replacement parts

Clyvia will deliver replacement parts at the respectively
applicable prices for replacement parts for the period of five years after
delivery of a machine.

§ 11 Retention of title

(1) Until payment is made for all accounts receivable
(including all accounts receivable balances from the current account) to which
Clyvia is entitled for any legal reason against the authorized dealer now or in
the future, the following securities are granted to Clyvia, which will be
provided to it upon request at its election, to the extent that their value does
not exceed the accounts receivable by more than 20% effectively.




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(2) The goods remain the property of Clyvia. Processing or
transformation always take place for Clyvia as manufacturer, but without
obligation for it. If Clyvia's (co)ownership expires as a result of assembly, it
is hereby agreed that the authorized dealer's (co)ownership of the integrated
item passed to Clyvia on a pro-rata value basis (invoice value). The authorized
dealer holds the (co)ownership of Clyvia without charge. Goods for which Clyvia
is entitled to a (co)ownership interest are designated as goods subject to
reservation of title below.

(3) The authorized dealer is entitled to process and sell the
goods subject to reservation of title in the ordinary course of business, as
long as he is not in default or a bankruptcy request has not been made regarding
his assets. Pledges or assignments of security are not permissible. The accounts
receivable that accrue with respect to the goods subject to reservation of title
(including all accounts receivable balances from the current account) based on
resale or another legal basis (insurance, unauthorized activity) are hereby
assigned by the authorized dealer to Clyvia in their fullest extent as security.
Clyvia accepts the assignment. Clyvia revocably authorizes it to collect the
accounts receivable assigned to Clyvia for its account in its own name. This
collection authorization can be revoked only if the authorized dealer does not
fulfill his payment obligations properly.

(4) When third parties take the goods subject to retention of
title, in the case of property attachments in particular, the authorized dealer
will provide notice of Clyvia's ownership interest, and inform Clyvia without
delay, such that Clyvia can enforce its ownership rights. To the extent that the
third party is not in the position to compensate Clyvia for the court costs and
legal costs accrued in this context, the authorized dealer is responsible for
doing so.

(5) For behaviour of the authorized dealer that is contrary to
the contract - payment default in particular - Clyvia is entitled to withdraw
from the contract and to reclaim the goods subject to reservation of title.

§ 12 Payment

1. To the extent that nothing is stipulated otherwise, the
authorized dealer is required to make the payments as follows:




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- 30 % of the purchase price gross upon contract execution

- an additional 30 % upon the start of production by Clyvia
when notice is provided in writing

- 30 % upon delivery

- and an additional 10% upon acceptance

Despite contrary provisions from the authorized dealer, Clyvia
is entitled to credit payments against its old debt first, and will inform the
authorized dealer in writing regarding the offset that has been carried out. If
costs and interest have already accrued, Clyvia is entitled to credit the
payments against the costs first, then to the interest and finally to the main
service.

2. A payment is not considered made until Clyvia can make use
of the amount. In the case of cheques, the payment is not considered made until
the cheque is irrevocably honoured.

3. If the authorized dealer goes into default, then Clyvia is
entitled to demand interest from the relevant point in time in the amount of 8
percentage points greater than the prime rate from the European Central
Bank.

4. If circumstances become known to Clyvia, which bring the
creditworthiness of the authorized dealer into question, in particular if a
cheque is not honoured or his payments cease, or if other circumstances become
known to Clyvia, which bring the creditworthiness of the authorized dealer into
question, then Clyvia is entitled to consider the entire remaining amount due,
even if Clyvia has accepted cheques.




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In this case, Clyvia is also entitled to demand payments in
advance or deposit payments.

5. Even if notices of defects or counterclaims are made, the
authorized dealer is entitled to offset, retention or reduction only if the
counterclaims have been established as legally binding or are not disputed.
However, the authorized dealer is also entitled to retention due to
counterclaims from the same contractual relationship.

§ 13 Design modifications

Clyvia reserves the right to carry out design modifications at
any time; however, Clyvia is not obligated to carry out modifications of this
type on products already delivered.

§ 14 Location of the devices

1. The authorized dealer is responsible for ensuring that the
contract products may be operated in the contract territory, and that no legal
or other provisions militate against the operation of the equipment. In
addition, the authorized dealer is responsible for ensuring that the contract
products can be introduced in the contract territory. He or his customer will
adhere to the appropriate import provisions and procure the necessary
authorizations for import.

2. The authorized dealer or its customer will enter into a
maintenance contract with Clyvia upon the delivery of the contract product.




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3. By itself or by means of a third party, Clyvia will install
the respective contract product on site, after the respective contract product
has been subjected to a successful test run by Clyvia. The authorized dealer is
required to ensure that Clyvia (or third parties commissioned by Clyvia) are
granted free access to the installation location. The respective contract
product is considered accepted if a test operation was carried out successfully
with the fillers delivered prior to contract execution with the degree of
efficiency specified by Clyvia in the offer, and no material defects are
present.

§ 15 Liability

(1) Claims for compensation for damages against Clyvia are
precluded, independent of the type of the breach of duty, including illegal
acts, to the extent that there are no intentional or grossly negligent acts.

(2) Upon the breach of material contractual obligations, Clyvia
is liable for all negligence, but only up to the amount of the foreseeable loss.
Claims for lost profits, spared expenditures, based on third-party claims for
compensation for damages, as well as other indirect and consequential damages,
cannot be made unless Clyvia guaranteed quality characteristics aimed directly
at safeguarding the authorized dealer from the same.

(3) The limitations and exclusions of liability in paragraphs 1
and 2 do not apply for claims that originated due to fraudulent behaviour by
Clyvia, as well as for liability for guaranteed quality characteristics, for
claims based on the Products Liability Act, as well as losses from injury to
life, limb or health.

(4) To the extent that Clyvia's liability is precluded or
limited, it also applies for staff members, employees, representatives and
against vicarious agents of the seller.




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§ 16 Confidentiality

If nothing is expressly agreed to otherwise in writing, the
information submitted to the seller in connection with orders is not considered
confidential.

§ 17 Term of the contract

1. The contract is entered into initially for three years after
the occurrence of the condition precedent. It extends an additional three years
in each case if notice of termination is not provided in writing at least four
months prior to the end of the contract year.

2. The right to terminate this contract for good cause remains
unaffected. In addition, considered good cause for termination by Clyvia are

a) a material change in the owner/company management relationship of the
authorized dealer, unless an impairment of the interests of Clyvia is not to be
caused as a result; in each case, the authorized dealer is required to inform
Clyvia about changes without delay. 
b) a breach of obligations that is not
immaterial from individual transactions that were entered into in the context of
this distribution contract. 
c) if the authorized dealer buys fewer than 5
devices from Clyvia in a contract year.

3. The termination must be in written form, but can also be
transmitted by fax. If it is transmitted by registered mail, then it is
considered as received when a delivery attempt takes place without success and a
delivery report has been left behind for the authorized dealer.




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§ 18 Applicable law

(1) The law of the Federal Republic of Germany is used
exclusively for these contractual provisions and all of the legal transactions
between Clyvia and the authorized dealer. The provisions of the UN Convention on
Contracts for the International Sale of Goods are not applicable.

(2) If a provision in this contract or a provision in the
context of other agreements is or becomes invalid, the validity of all other
provisions or agreements is not thereby affected.

§ 19 Court of jurisdiction

The exclusive court of jurisdiction is the domicile of Clyvia.
However, Clyvia is also entitled to file suit against the authorized dealer in
its domicile.

On: December 12, 2005

 

	[Signature] 	[Signature] 
	Jean Paul Vallat 	Dr. Manfred Sappok