**Exhibit
        4(a)(v)**
   VALCENT-MK
 CONSULTING
        AGREEMENT
 
 THIS
        AGREEMENT, effective _______________, 2005 (“Effective Date”), by and between
        VALCENT PRODUCTS, INC., an Alberta Canada corporation, having a place of
        business at Suite 420, 475 Howe Street, Vancouver, British Columbia, Canada
        (hereinafter referred to as “VPI”), AND MK Enterprises LLC, a Nevada
        corporation, having a place of business at 1300 Clay Street, Winfield, Louisiana
        71483 (“MK”), and evidences that in consideration of the mutual covenants and
        agreements contained herein, VPI agrees to engage MK and MK accepts such
        engagement for the term and upon the terms and conditions hereinafter set
        forth.
  1.
              CONSULTATION
  (a) During
        the term of this Agreement, MK will provide to VPI the services of Malcolm
        Glen
        Kertz (“Consultant”), a consultant to MK, to serve as a management, marketing,
        and technical employee to VPI for the development, commercialization and
        sale by
        VPI of new and improved products. All services by the Consultant shall be
        under
        the direction of the Board of Directors of VPI or such person as designated
        by
        the Board of Directors.
  (b) After
        the
        Effective Date of this Agreement, MK agrees that Consultant will devote at
        least
        thirty (30) hours per week, or for a lesser period as may be determined by
        the
        Board of Directors, to the services required hereunder. MK agrees that
        Consultant will devote reasonable working time, attention and energy to the
        affairs of VPI; to diligently and to the best of his ability perform all
        duties
        incident to his engagement hereunder; and to use his best efforts to promote
        the
        interests of VPI. It is understood that Consultant will or may have other
        occupations or employments during the term hereof, and that VPI will exercise
        due regard for such other commitments.
  2.
              COMPENSATION
                  AND EXPENSES
  (a) VPI
        shall
        pay MK a consulting fee in the amount of $156,000 per year; such fee to be
        made
        payable monthly to MK in advance on the first day of each month.
  (b) VPI
        shall
        reimburse MK for all prior approved, direct out-of-pocket expenses incurred
        by
        Consultant in the performance of his responsibilities hereunder, which expenses
        shall be reasonably incurred, properly accounted for to VPI and shall be
        approved by the chief executive officer or Board of VPI.
  (c) Upon
        signing this Agreement, VPI agrees to pay MK a one time relocation fee of
        $8,000
        to relocate Consultant to El Paso, Texas on behalf of VPI.
  3.
              TERM
  The
        term
        of this Agreement shall be for a period of one year beginning on the Effective
        Date hereof.
  4.
              TERMINATION
  Upon
        the
        expiration of the one-year term, this Agreement shall terminate unless extended
        upon mutual agreement of the parties.
  5.
              INVENTIONS
  VPI
        hereby assigns to MK, or its designee, VPI’s entire right, title, and interest
        to all Inventions conceived by Consultant during the term of this Agreement,
        and
        VPI will, at MK’s request, execute specific assignments to any such Inventions
        and execute, acknowledge and deliver such other documents and take such further
        action as may be considered necessary by MK to give MK the benefit of this
        assignment.
  
  6.
              CONFIDENTIALITY
  (a) MK
        shall
        not, during or at any time after the termination of this Agreement, use for
        itself or others or divulge or convey to others any secret or confidential
        information, knowledge or data of VPI or that of third parties obtained by
        MK
        during the period of this Agreement, and such information, knowledge or data
        includes but is not limited to secret or confidential matters,
  (i) of
        a
        technical nature, such as, but not limited to, methods, know-how, formulas,
        compositions, processes, discoveries, machines, inventions, computer programs
        and similar items or research projects;
  (ii) of
        a
        business nature, such as, but not limited to, information about costs,
        purchasing, profits, market, sales, well data and other information or lists
        of
        customers or suppliers; and
  (iii) pertaining
        to
        future developments, such as, but not limited to, research and development
        or
        future marketing or merchandising.
  (b) Upon
        termination of this Agreement, or at any other time at VPI’s request, MK agrees
        to deliver promptly to VPI all drawings, blueprints, logs, manuals, letters,
        notes, reports, sketches, formulas and similar items and all copies thereof
        relating in any way to VPI’s business and in any way obtained by MK during the
        period of this Agreement which are in its possession or under its
        control.
  7.
              TAXES
  This
        Agreement does not create an employer/employee relationship between VPI and
        Consultant. MK shall be responsible for the payment of all withholding,
        self-employment, social security or other taxes attributable to compensation
        paid to Consultant by MK, and MK agrees to hold the VPI harmless from any
        such
        charges.
  8.
              BINDING
                  EFFECT
  This
        Agreement shall be binding upon and inure to the benefit of any organization
        that succeeds to substantially all of the assets and business of VPI, and
        the
        term “VPI” however used herein shall mean and include any such organization
        after such succession. This Agreement and all rights and obligations hereunder
        are personal to VPI and may not be assigned, transferred, alienated or
        hypothecated by MK.
  9.
              MISCELLANEOUS
  (a) This
        Agreement may not be amended except by written agreement signed and delivered
        by
        the parties hereto.
  (b) The
        interpretation and construction of this Agreement shall be governed by the
        laws
        of the State of Texas.
  (c) All
        notices and communications given pursuant hereto shall be in writing and
        shall
        be deemed to have been duly given if mailed by certified mail, return receipt
        requested:
  (i) if
        to the
        VPI, directed to the chief executive officer at VPI’s offices;
  (ii) if
        to the
        MK, directed to MK at 6476 Calle Del Sol, El Paso, Texas 79912
  Either
        party may change the address to which such notices and communications shall
        be
        sent by written notice to the other party.
  
  IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        day
        and year first written above.
  "VPI":
                VALCENT PRODUCTS, INC.Date:
              By:
              /s/Name:
                Title:




"MK":
              MK ENTERPRISES LLCDate:
            By:
            /s/Perry
                A. Martin, President