Exhibit
4.33




Letter of Intent Between Valcent
Products and the Spencer / Geleta Alberta Joint Venture
(Spencer/Geleta)





Valcent
Products ("Valcent") and the Spencer/Geleta Joint Venture , being a 50/50
unincorporated joint venture between Mark Spencer and Mike Geleta, which may
later be incorporated, have had discussions regarding Valcent's High Density
Growing System ("VGS") for vegetables (excluding any grains).





Valcent
is currently seeking to raise funds through a private placement of units whereby
a unit is priced at 60 U.S. Cents and is comprised of one ordinary share fully
paid and one warrant. The warrants entitle the warrant holder, for each TWO
warrants held, to purchase ONE share at 75 U.S. cents per share for a period of
up to two years from the closing of the private placement.





All
investment in the private placement will be governed by the existing
subscription agreement.





Spencer/Geleta
seeks to obtain the exclusive rights for the Province of Alberta.





Both
Spencer/Geleta and Valcent agree that it is their intention that Spencer/Geleta
have exclusive rights to Alberta for VGS on the following basis.





Spencer/Geleta
will invest US$1,500,000 in Valcent as part of the existing private placement.
Such monies may come directly from Spencer/Geleta.





Valcent
shall have a 30% equity interest in Spencer/Geleta, maintained up to the level
where Spencer/Gallati has raised the equivalent US$10 million in whatever form,
for the development and commercialization of VGS in Alberta. Thereafter Valcent
shall have anti dilution rights to purchase 30% of any further equity issue.
This will be governed by a shareholder agreement covering but not limited to
purchase for either party, board representation, etc.





Spencer/Geleta
undertakes that within 12 months of receiving all necessary data in relation to
VGS to enable the development and construction of an economically viable VGS
unit it will produce such unit in Alberta. If Spencer/Geleta fails to do so
Valcent, at its sole discretion shall have the right to remove Spencer/Geleta’s
entitlement to the territory of Alberta.





In the
event that Valcent has failed to deliver the necessary data for the construction
of an economically viable VGS unit in Alberta by April 30th 2009 then Valcent
shall pay to Spencer/Geleta compensation for costs incurred in relation to this
project or reasonable amount for time spent by the Spencer/Geleta
parties.





Valcent
shall provide all IP and design and engineering materials required for the
building of a VGS unit at no cost to Spencer/Geleta. Any supplies and equipment
provided to Spencer/Geleta by Valcent shall be sold to Spencer/Geleta at
Valcent's cost.





Valcent
shall offer to Spencer/Geleta any future and on-going developments in VGS as
they relate to fruits and vegetables together with any design and engineering
changes or modifications on the same cost basis as above.





Valcent
shall provide a detailed description of VGS as it is currently known including
description of any patents or patents pending.


In
addition, on completion of Spencer/Geleta’s share purchases as well as
Spencer/Geleta successfully completing the commercial production from its first
VGS, then Valcent shall offer first rights to deploy VGS, and any related or
subsequent VGS modifications to Spencer/Geleta for a term of 3 years with the
right to renewal on certain conditions yet to be discussed.





Valcent
and Spencer/Geleta shall form a management working relationship to discuss and
resolve on going issues relating to any unique needs regarding the
commercialization of VGS in Alberta which would include local availability of
parts and equipment, supplies, local weather issues, rules and regulations
governing such a business, consumer habits, etc.





Spencer /
Geleta shall honor Valcent's current royalty agreement with Pagic, (a Texas LLC)
and West Peak Ventures of Canada Ltd, a Canadian Limited Company, who jointly
own a total royalty of 4.5% of gross receipts. The agreement will be an appendix
to any letter of understanding or formal agreement between the
parties.





In the
process of deploying the VGS in Alberta and any other territories, and in the
event of doing so, other designs and/or modifications of any nature have created
new or additional intellectual properties, then the property will be owned by
Pagic Inc and as such, the same royalties as described above will also apply,
Spencer/Geleta will have the same commercial use of any new intellectual
property on the same terms as described above.


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Valcent
shall be obligated to keep the current and any subsequent intellectual
properties free and clear of any obligations and or liabilities of any nature
that may effect the on going business of Spencer/Geleta. Spencer/Geleta shall
also have on going rights to protect itself if Valcent becomes a bankrupt
corporation and or fails to deliver product as agreed upon.





At such
time as Spencer/Geleta has completed its equity purchases as well as having the
first VGS in commercial production, then Hydro shall have earned the first right
of offer to participate in the commercialization of the Vertigro Algae project
within the territory of Alberta. 1n doing so, Valcent shall seek the approval of
Vertigro, LLC, to honor the same.





In
summary, the agreement between the parties will include the points described
above, with the following appendix required:


1.) a
shareholder's agreement;





2.) a
royalty agreement





3.) a
design description of VGS, including any patents or patents pending





4.)
Letter of Intent between Valcent Products and the Spencer/Geleta Joint
Venture.





Acknowledgement
of Intent,





Dated
this ___ day of September, 2008








_______________________


Mark
Spencer








_______________________


Mike
Geleta








_______________________


Valcent
Products Inc.
















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