**Exhibit
        4(a)(i)**
  MASTER
        LICENSE AGREEMENT
 
 THIS
        LICENSE AGREEMENT (hereinafter referred to as the “License Agreement”), by and
        between MK Enterprises LLC, a Nevada corporation, having a place of business
        at
        1300 Clay Street, Winfield, Louisiana 71483 (hereinafter referred to as the
        “Licensor”), and 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 the “Licensee”).
  W
        I T
        N E S S E T H :
  WHEREAS,
        Licensor is the owner of certain Patent Rights and Know-How, hereinafter
        defined, and has acquired and developed certain Licensed Products, hereinafter
        defined, which utilize the Patent Rights and Know-How; and
  WHEREAS,
        Licensee desires to license the Patent Rights and Know-How to commercialize
        the
        Licensed Products and to be the exclusive world-wide licensed manufacturer,
        marketer, and seller of the Licensed Products, all as set forth in this License
        Agreement; and
  WHEREAS,
        Licensor desires to grant to Licensee such rights and licenses, as set forth
        in
        this License Agreement;
  NOW,
        THEREFORE, in consideration of the mutual covenants and obligations 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:
  ARTICLE
        I
 DEFINITIONS
  Each
        of
        the following terms, wherever found in this License Agreement, shall be used
        and
        understood in accordance with the corresponding definition below:
  1.1 “Territory”
        shall mean the entire world and each and every country, jurisdiction and/or
        sovereign nation therein.
  1.2 “Licensed
        Products” shall mean all products listed on Exhibit “A”, attached hereto and
        made a part hereof, and any other goods that embody, employ, include or
        incorporate the Patent Rights and Know-How. Licensed Products shall also
        include
        Elected Improvements. Any of such Licensed Products may also be referred
        to
        individually and termed Licensed Product.
  1.3 “Ancillary
        Products” shall mean any goods or services relating to particular Licensed
        Products including goods and services sold as a part of a particular Licensed
        Product, goods sold as replacement parts for a particular Licensed Product,
        or
        goods and services sold to repair a particular Licensed Product.
  1.4 “Patent
        Rights” shall mean and include the patents and applications set forth on Exhibit
        “B”, attached hereto and made a part hereof, and/or any divisions, continuations
        or reissues thereof, all foreign patent applications corresponding thereto,
        and
        all United States and foreign patents issued upon any such applications.
        The
        term Patent Rights shall further include any United States and foreign patents
        and patent applications covering the Elected Improvements but shall not include
        continuation-in-part applications unless the new matter in the
        continuation-in-part application is an Elected Improvement.
  
  1.5 “Know-How”
        shall mean all of the technical know-how, trade secrets, technical information,
        and knowledge, directly or indirectly, relating to the manufacture and use
        of
        the Licensed Products, including, without limitation, configurations, formulas,
        engineering, materials, scientific and practical information and the disclosure
        in the Patent Rights, whether patentable or unpatentable, and all physical
        manifestations or embodiments of the Licensed Products including without
        limitation all data specifications, prototypes, drawings, schematics, notes,
        records and other writings; all such Know-How to be used or practiced or
        capable
        of being used or practiced in the manufacture and use of the Licensed
        Products.
  1.6 “Improvements”
        shall mean and include any improvements and modifications to particular Licensed
        Products, including, without limitation, the materials and configuration
        of the
        Licensed Products and any machinery or equipment for the manufacture or use
        of
        the Licensed Products, together with any improvements and modifications thereof,
        developed by Licensor during the term that the particular Licensed Product
        is
        licensed under this License Agreement.
  1.7 “Elected
        Improvements” shall mean those Improvements elected by Licensee pursuant to
        Paragraph 4.2 hereof.
  1.8 “Unit
        Sales” for any given period shall mean the sale, transfer, exchange, or other
        disposition of Licensed Products by Licensee or sublicensees during the said
        period, such sale, transfer, exchange, or other disposition being deemed
        consummated upon the first to occur of: (a) receipt of payment from the
        purchaser, or (b) if otherwise transferred, exchanged, or disposed of, when
        such
        transfer, exchange, or other disposition occurs. Unit Sales shall be adjusted
        for exchanges and returns of Licensed Products sold during a previous period.
        Unit Sales shall not include any charges for freight, packing, or insurance
        if
        such charges are identified and billed separately and in addition to the
        list
        price for the Licensed Product; nor shall Unit Sales include charges for
        tax or
        duty on sales or delivery of Licensed Product.
  1.9 “Net
        Sales” of Licensed Products and Ancillary Products for any given period shall
        mean monies actually received by Licensee during the said period in
        consideration for Licensed Products and Ancillary Products, adjusted for
        exchanges and returns of Licensed Products and Ancillary Products sold or
        delivered during a previous period. Net Sales shall not include any charges
        for
        freight, packing, or insurance if such charges are identified and billed
        separately and in addition to the list price for the Licensed Products and
        Ancillary Products; nor shall Net Sales include charges for tax or duty on
        sales
        or delivery of Licensed Products and Ancillary Products.
  1.10 “License
        Year” shall mean each successive period of twelve months, commencing on March
        31
        in the year in which the License Agreement becomes effective.
  1.11 “Effective
        Date” shall mean the date of execution of this License Agreement, which is the
        day on which this License Agreement shall begin effect.
  1.12 “Affiliate”
        shall mean a company, sole proprietorship, partnership, joint venture or
        corporation in which one of the parties hereto and/or their officers, directors
        or shareholders, owns or controls, directly or indirectly, at least twenty
        percent (20%) of the voting stock and/or equity, or a company, sole
        proprietorship, person, partnership, joint venture, or corporation which
        owns at
        least twenty percent (20%) of the voting stock and/or equity of one of the
        parties hereto.
  
  ARTICLE
        II
 GRANT
        OF LICENSES
  2.1 Licensor
        grants to Licensee the exclusive right and license throughout the Territory
        to
        use and employ the Patent Rights and Know-How to make, use and sell the Licensed
        Products and
        Ancillary Products for
        the
        term hereof and subject to the provisions of this License
        Agreement.
  2.2 The
        licenses granted pursuant to Paragraph 2.1 above shall specifically include
        the
        right of Licensee to grant sublicenses throughout the Territory. Any sublicense
        granted by Licensee shall be consistent with the terms of this License Agreement
        and shall grant to Licensor rights parallel to those contained herein including,
        but not limited to, the right to receive royalty payments from sublicensees
        in
        accordance with the Royalty Schedule set forth in Exhibit “C”, attached hereto
        and made a part hereof. Any sublicense granted pursuant to this Paragraph
        2.2
        that varies the terms of this License Agreement or does not grant to Licensor
        rights parallel to this License Agreement shall require the prior written
        approval of Licensor. Licensee shall provide Licensor with copies of all
        documents or contracts regarding any sublicense hereunder.
  2.3 Within
        ten (10) days after execution of this License Agreement, Licensor shall supply
        to Licensee, at a mutually agreeable location, without expense to Licensee,
        all
        Know-How, including materials and written information related to the Licensed
        Products not previously delivered.
  ARTICLE
        III
 CONSIDERATION
        - PAYMENT - REPORTING - RECORDS
  3.1 Licensee
        agrees to pay a one-time, non-refundable license fee (“License Fee”). The
        License Fee shall include Twenty Million (20,000,000) shares of the stock
        of
        Licensee, a payment of One Hundred and Twenty-five Thousand Dollars ($125,000)
        (“License Fee Payment”), and reimburse for product development costs incurred
        since March 17, 2005 in the amount of approximately One Hundred and Twenty-five
        Thousand Dollars ($125,000) (“Product Development Cost Reimbursement”), the
        amount of the Product Development Cost Reimbursement being subject to review
        and
        confirmation between the Licensee and Licensor. Three Hundred Thousand (300,000)
        of the Twenty Million shares of Licensee shall be registered for resale by
        way
        of an SB-2 registration to be filed within sixty (60) days after the date
        of
        execution of this License Agreement. Licensee shall pay the License Fee Payment
        upon the execution of this License Agreement and shall issue the Twenty Million
        shares of stock, and pay the Product Development Cost Reimbursement within
        Sixty
        Days after execution of this License Agreement.
  3.2 Licensee
        agrees to pay a royalty (hereafter “Running Royalty”) to Licensor for the term
        of this License Agreement in accordance with the Royalty Schedule set forth
        in
        Exhibit “C”.
  3.3 The
        amount of the Running Royalties payable according to Paragraph 3.2 have been
        negotiated to include payment of the licenses for the Know-How and the Patent
        Rights without regard to the patentability of the Patent Rights.
  
  3.4 Beginning
        in the second License Year, in the event that the total Running Royalty paid
        by
        Licensee to Licensor according to Paragraph 3.2 in a License Year for a
        particular Licensed Product, does not exceed a Minimum Royalty for such License
        Year for that particular Licensed Product as set forth in the attached Exhibit
        “D”, attached
        hereto and made a part hereof, then
        Licensee shall pay to Licensor an amount (hereafter “Adjustment Royalty”) equal
        to the Minimum Royalty for such License Year for that particular Licensed
        Product, as set forth in Exhibit “D”, less the total Running Royalty actually
        paid for that particular Licensed Product during such License Year.
  3.5 Beginning
        in the second License Year, in the event that the aggregate of the total
        Royalties paid by Licensee to Licensor, or to selected interested parties
        pursuant to Paragraph 3.6 below, in a License Year according to Paragraphs
        3.2
        and 3.4 of this License Agreement for all Licensed Products plus the total
        Royalties paid by Licensee to Licensor, or to selected interested parties,
        pursuant to the Product License Agreements entered into pursuant to the Product
        Development Agreement dated _____, 2005, (hereinafter “Product Development
        Agreement”), plus the Consulting Fee paid by Licensee to Licensor for the
        services of Malcolm Glen Kertz according to the Valcent-MK Consulting Agreement,
        (hereinafter “Aggregate Annual Payment”), does not exceed a Minimum Annual
        Payment of Four Hundred Thousand Dollars ($400,000) from Licensee to Licensor
        for such License Year , then
        Licensee shall pay to Licensor an amount (hereafter “Adjustment Annual Payment”)
        equal to the Minimum Annual Payment, less the Aggregate Annual Payment actually
        paid by Licensee during such License Year.
  3.6 Licensor
        and selected interested parties have beneficial ownership and the right to
        receive the consideration set
        forth
        in Paragraphs 3.1 and 3.2. Licensor has beneficial ownership and the right
        to
        receive of such consideration at least Three Million (3,000,000) shares of
        Licensee of which 300,000 shall be registered as set forth in Paragraph 3.1,
        Thirty Thousand Dollars of the License Fee Payment, and the following Running
        Royalties: $0.75 of Net Sales of the Dust Wolfe, $3.75 of Net Sales of the
        Sonique, Three Percent of Net Sales of the Tomorrow Garden, and Two Percent
        of
        Net Sales of the Ancillary Products of the Dust Wolfe, Sonique, and Tomorrow
        Garden. Therefore, notwithstanding anything to the contrary contained in
        this
        License Agreement and particularly Article IX, Licensor shall have the right
        to
        transfer or assign a portion of the consideration set forth in Paragraphs
        3.1
        and 3.2 to such selected interested parties upon written notice to Licensee
        within thirty days after the execution of this License Agreement. Such
        consideration shall be made directly to such selected interested parties
        and
        rights to such consideration shall be governed by and be subject to this
        License
        Agreement.
  3.7 In
        the
        event that Licensee fails to pay the Adjustment Royalty pursuant to Paragraph
        3.4 for a particular Licensed Product or fails to pay the Adjustment Annual
        Payment pursuant to Paragraph 3.5, Licensor shall give Licensee written notice
        of such failure and request confirmation of Licensee’s intent not to pay such
        Adjustment Royalty or such Adjustment Annual Payment. If Licensee responds
        that
        such failure was not intentional, then Licensee shall have 30 days after
        receiving said notice to pay the Adjustment Royalty or Adjustment Annual
        Payment.
  3.8 In
        the
        event Licensee intentionally fails to pay the Adjustment Royalty for a License
        Year for a particular Licensed Product, then Licensor shall have the right
        to
        terminate that portion of this License Agreement relating to the license
        of such
        particular Licensed Product pursuant to the terms and conditions as stated
        in
        Article VIII. In the event of a dispute between the parties as to the Adjustment
        Royalty, the parties agree to submit the matter to binding mediation and
        arbitration pursuant to Article XII.
  
  3.9 In
        the
        event Licensee intentionally fails to pay the Adjustment Annual Payment for
        a
        License Year, then Licensor shall have the right to terminate this License
        Agreement pursuant to the terms and conditions as stated in Article VIII.
        In the
        event of a dispute between the parties as to the Adjustment Annual Payment,
        the
        parties agree to submit the matter to binding mediation and arbitration pursuant
        to Article XII.
  3.10 For
        the
        purposes of computing and paying the Running
        Royalty, the Adjustment Royalty, and the Adjustment Annual Payment
        (“Royalties”) pursuant
        to this Article:
  (a) The
        Licensed Products and Ancillary Products shall be deemed sold and Licensor’s
        Running Royalty thereon earned upon receipt by Licensee of amounts invoiced
        for
        the Licensed Products and Ancillary Products, and Licensor’s Running Royalty
        shall be due as set out in Paragraphs (c) and (d) below.
  (b) Payment
        of the Royalties shall be in U.S. Dollars by certified check or wire transfer
        to
        a bank account specified by Licensor and the selling price, for purposes
        of
        computations of such Royalties, shall be converted to U.S. Dollars, when
        necessary, as of the date when the Licensed Products and Ancillary Products
        are
        deemed sold.
  (c) Payment
        of the Running Royalty shall be due and paid to Licensor within sixty (60)
        days
        of the close of each three (3) month period during each License Year of
        the
        term of this License Agreement .
  (d) Payment
        of the Adjustment Royalty and Adjustment Annual Payment shall be due and
        paid to
        Licensor within sixty (60) days of the close of each License Year.
  (e) The
        Royalties due hereunder shall be calculated using U.S. Generally Accepted
        Accounting Principles.
  3.11 Together
        with each quarterly payment, Licensee shall render to Licensor a written
        report
        stating, for the preceding three-month period covered by such payment, the
        number of units of each of the Licensed Products sold by Licensee and
        sublicensees in such quarter, the Unit Sales of Licensee and sublicensees
        for
        each of the Licensed Products, the Net Sales of Licensee and sublicensees
        for
        the Licensed Products and Ancillary Products, the royalties or other
        consideration received from sublicensees, the Running Royalty and any Adjustment
        Royalty or Adjustment Annual Payment due to Licensor, the Running Royalty
        paid
        by Licensee and sublicensees for said three-month period, and the Aggregate
        Payment made according to Paragraph 3.5 for said three-month
        period.
  3.12 Licensee
        agrees to keep records of the Licensed Products and Ancillary Products sold
        in
        sufficient detail to enable the Running Royalty payable by it to Licensor
        to be
        determined and further agrees to permit its books and records pertinent to
        Licensed Products and Ancillary Products to be examined from time to time,
        but
        not more often than twice a year, during normal business hours by providing
        at
        least five business days written notice, to the extent necessary to verify
        the
        amount of Royalties payable hereunder.
  3.13 Pursuant
        to Paragraph 3.12, Licensor shall have the right to appoint an independent
        certified public accountant (“CPA”) at its own expense to determine that the
        correct amount of Royalties have been paid. If the Licensor determines there
        are
        discrepancies requiring adjustment, the Licensee shall pay the amount of
        any
        underpayment of Royalties within 30 days unless both parties cannot reach
        agreement whereby the parties shall subject themselves to binding mediation
        and
        arbitration pursuant to Article XII forthwith. Any overpayment of Royalties
        shall be deducted from future Royalty payments without recourse to
        Licensor.
  
  3.14 If
        the
        results of the examination pursuant to Paragraphs 3.12 and 3.13 determine
        that
        the Royalties were underpaid by an amount greater than or equal to 5% of
        the
        actual Royalties calculated over the last four quarters covering Licensee’s
        fiscal year resulting from matters within Licensee’s control, then Licensee
        agrees to pay the cost of the examination plus a penalty equal to 10% of
        the
        amount of the underpayment in Royalties, the amount of the underpayment and
        the
        reimbursement of the costs of examination to be paid within thirty days of
        written notice of the underpayment. Further Licensor shall have the right
        to
        examine the calculation of Running Royalties over the succeeding two quarters
        at
        Licensee’s cost.
  ARTICLE
        IV
 IMPROVEMENTS
  4.1 Licensor
        and Licensee agree that they shall keep each other mutually informed of any
        Improvements of which they become aware during the term hereof, whether they
        become aware of such Improvements through their own efforts or efforts of
        third
        parties. Licensor and Licensee shall inform one another of the nature and
        substance thereof within thirty (30) days following awareness of such
        Improvements.
  4.2 Licensee
        shall have the right, for a period of ninety (90) days following a written
        communication to Licensee by Licensor describing the Improvements that have
        been
        reduced to practice by Licensor, to elect to include such Improvements within
        the terms of this License Agreement whereby such Improvements shall become
        Elected Improvements. If Licensee fails or refuses to so elect, Licensee
        hereby
        releases any rights to such Improvements to Licensor and Licensor shall be
        free
        to commercialize such Improvements without accounting to Licensee. Should
        Licensor elect such Improvements and subsequently and commercialize such
        Improvements, Licensee agrees to pay Royalties on such Improvements in
        accordance with the Royalty Schedule set forth in Exhibit “C”.
  4.3 Licensor
        and Licensee agree to execute any documents or papers deemed necessary to
        effectuate the intent of this Article IV and further to execute such documents
        or papers as may be necessary for the prosecution of any patents or applications
        for patents covering the Elected Improvements. All expenses with respect
        to such
        assignments or patent applications shall be borne by the party making such
        request and prosecuting such applications.
  ARTICLE
        V
 PATENT
        APPLICATIONS AND PATENTS
  5.1 The
        parties hereto agree that Licensor’s consultant, Malcolm Glen Kertz, shall hold
        the entire right, title, and interest in and to the Patent Rights and Know-How,
        and Licensee agrees to perform all acts and to execute, acknowledge and deliver
        all instruments or writings reasonably requested and necessary for Malcolm
        Glen
        Kertz to perfect title to the Patent Rights and Know-How. Malcolm Glen Kertz
        shall grant an exclusive license of the Patent Rights and Know-How to Licensor
        who shall grant rights and licenses in the Patent Rights and Know-How to
        Licensee.
  5.2 The
        parties hereto agree that they will procure Patent Rights on the Licensed
        Products. Licensor shall have the sole right to prosecute, control, and pursue
        such Patent Rights under the patent laws of the United States and foreign
        countries. Licensor agrees to prosecute, with good faith and due diligence,
        all
        pending and future patent applications. All fees, costs and expenses shall
        be
        borne by Licensee. Licensee agrees to cooperate with Licensor to whatever
        extent
        is necessary to procure such patent protection.
  
  5.3 In
        the
        event Licensee decides to abandon any pending United States or foreign patent
        application or to not pay any annuity or maintenance fee required by any
        country, Licensee shall give Licensor thirty (30) days prior written notice
        of
        such decision and shall allow Licensee to become the owner of such United
        States
        or foreign patent or application and to pay such fee. Licensee’s decision shall
        have no effect on the Royalties.
  5.4 Licensor
        agrees to keep Licensee fully informed, at Licensee’s expense, of the
        prosecution of all U.S. and foreign patent applications including submitting
        to
        the Licensee copies of all official actions and responses thereto.
  5.5 Licensee
        shall have the right to conduct an audit of the Patent Rights to ensure that
        the
        Patent Rights are in good standing and that Licensor has maintained them
        in good
        standing during the term of this License Agreement. In the event that Licensee
        determines that the Patent Rights are not in good standing, then Licensee
        shall
        have the right to place such Patent Rights in good standing and if necessary,
        to
        seek relief through binding mediation and arbitration pursuant to Article
        XII if
        the failure to maintain the Patent Rights in good standing may cause or has
        caused the Licensee damages.
  5.6 Licensee
        agrees to comply with any marking requirements of Licensor to insure compliance
        with 35 U.S.C. § 287, and agrees to insure compliance by its sublicensees, if
        any.
  ARTICLE
        VI
 CONFIDENTIALITY
  6.1 Subject
        to the rights of the parties pursuant to the licenses granted in Article
        II, the
        parties agree to receive and hold in confidence the Know-How, Patent Rights,
        and
        Improvements revealed pursuant to this License Agreement. The provisions
        of this
        paragraph shall not be applicable with respect to any portion of the Know-How,
        Patent Rights and Improvements which:
  (a) is,
        or
        shall have been in the possession of disclosee prior to the first disclosure
        by
        discloser thereof to disclosee;
  (b) is,
        or
        through no fault of the disclosee, becomes published or otherwise available
        to
        others or the public under circumstances such that such others or the public
        may
        utilize the Know-How, Patent Rights and Improvements without any direct or
        indirect obligation to Licensor or Licensee;
  (c) is,
        or at
        any time may be, acquired by the disclosee from any third party rightfully
        possessed of the Know-How, Patent Rights and Improvements and having no direct
        or indirect obligation to the discloser with respect to such Know-How, Patent
        Rights and Improvements; or
  (d) is
        necessarily disclosed through the sale of Licensed Products pursuant to this
        License Agreement.
  
  6.2 Licensee
        agrees to protect and safeguard the Know-How, Patent Rights, and Improvements
        (“Confidential Information”) against unauthorized publication or disclosure by
        the same procedures utilized by Licensee in regard to its own Confidential
        Information, and agrees not to use any of the Confidential Information except
        for such purposes and licenses as are authorized and granted by this License
        Agreement. Licensee further agrees that the Confidential Information will
        be
        disclosed only to such of Licensee’s employees, sublicensees, agents, or
        contractors as have need for such Confidential Information in furtherance
        of the
        purposes for which Licensee is authorized to use it. Licensee will cooperate
        with Licensor in the enforcement of any secrecy agreement executed by such
        persons and will insure that all sublicensees, employees, and others to whom
        Licensee discloses Confidential Information executes such a secrecy
        agreement.
  ARTICLE
        VII
 INFRINGEMENT
        BY OTHERS; PROTECTION OF PATENTS
  7.1 Licensor
        and Licensee shall each promptly inform the other of any suspected infringement
        of any Patent Rights by a third party, and Licensor and Licensee each shall
        have
        the right to institute an action for infringement of the Patent Rights against
        such third party in accordance with the following procedure:
  (a) Licensee
        shall have the right to institute suit in its name. Licensee shall bear the
        entire cost thereof, including attorneys’ fees, and shall be entitled to retain
        the entire amount of the recoveries, if any, whether by judgment, award,
        decree
        or settlement, subject to Licensor’s right of approval of any provisions
        relating to the validity and/or infringement of the Patent Rights and provided,
        however, that Licensor shall be paid any back Royalties relating to such
        action.
        Licensee shall exercise control over such actions; provided, however, that
        Licensor may, if it so desires, be represented by counsel of its own selection,
        the fees for which counsel shall be borne by Licensee.
  (b) If
        Licensee determines not to institute a suit and in the event that Licensor
        and
        Licensee agree to institute suit jointly, the suit shall be brought in both
        their names, the cost thereof, including attorneys’ fees, shall be borne by
        mutual agreement and in the event the parties cannot reach mutual agreement,
        then the cost thereof shall be borne equally. The recoveries, if any, whether
        by
        judgment, award, decree or settlement, shall be shared in proportion to the
        costs borne by each party. Licensor’s share of the costs of such suit shall be
        deducted, at Licensor’s option, from Royalties payable to Licensor pursuant to
        Article III. Licensor shall exercise control over such actions; provided,
        however, that Licensee may, if it so desires, be represented by counsel of
        its
        own selection, the fees for which counsel shall be borne by
        Licensee.
  (c) In
        the
        absence of agreement to institute a suit jointly and if Licensee determines
        not
        to institute a suit, Licensor may institute suit. Licensor shall bear the
        cost
        of such litigation including attorneys’ fees and shall be entitled to all
        recoveries, if any, whether by way of judgment, award, decree or
        settlement.
  7.2 Should
        either party commence a suit under the provisions of Paragraph 7.1 and
        thereafter elect to abandon the same, it shall give timely notice to the
        other
        party who may, if it so desires, continue prosecution of such suit; provided,
        however, that the sharing of expenses and recovery in such suit shall be
        agreed
        upon between the parties.
  
  ARTICLE
        VIII
 TERM
        AND TERMINATION
  8.1 This
        License Agreement shall terminate upon the termination of Licensee’s payment of
        Royalties due in accordance with this License Agreement, unless sooner
        terminated as provided in this License Agreement.
  8.2 Notwithstanding
        anything to the contrary contained in this License Agreement, Licensee shall
        have the absolute right to terminate this License Agreement by notifying
        Licensor in writing, discontinuing sales and paying any Royalties due. Licensee
        shall have the further right to terminate this License Agreement with respect
        to
        any particular Licensed Product set forth on Exhibit “A”, upon six months prior
        written notice to Licensor, without terminating the remainder of the License
        Agreement.
  8.3 In
        the
        event Licensee shall commit a substantial breach of any of the provisions
        of
        this License Agreement, Licensor shall provide written notice of the substantial
        breach to Licensee. If such breach is capable of being remedied or made good,
        Licensee shall have thirty (30) days to remedy or make good such breach or
        to
        submit the matter to binding mediation and arbitration pursuant to Article
        XII.
        If such breach is remedied within such time period, this License Agreement
        shall
        continue in full force and effect. If such breach is not remedied or submitted
        to mediation and arbitration within such time period, Licensor may terminate
        this License Agreement upon ten (10) days written notice.
  8.4 This
        License Agreement shall automatically terminate if Licensee shall become
        bankrupt, or if a receiver shall be appointed for any of the property or
        assets
        of Licensee, or if Licensee shall make a general assignment or compromise
        of its
        obligations with its creditors, if Licensee files for bankruptcy protection,
        or
        if the Licensee becomes insolvent, or if the whole or any part of the business
        or shareholdings of Licensee shall be subjected to compulsory acquisition,
        nationalization, or forced sale.
  8.5 Licensor
        shall have the right to terminate that portion of this License Agreement
        relating to the rights and licenses granted with respect to a particular
        Licensed Product upon the failure of Licensee to pay the Adjustment Royalty
        for
        such particular Licensed Product pursuant to Article III. If the matter is
        submitted to binding mediation and arbitration pursuant to Article XII, then
        this License Agreement shall not be terminated while the arbitration is pending
        and the arbitrator’s decision has not yet been rendered.
  8.6 Licensor
        shall have the right to terminate this License Agreement upon the failure
        of
        Licensee to pay the Adjustment Annual Payment pursuant to Paragraphs 3.5
        and
        3.9. If the matter is submitted to binding mediation and arbitration pursuant
        to
        Article XII, then this License Agreement shall not be terminated while the
        arbitration is pending and the arbitrator’s decision has not yet been
        rendered.
  8.7 Licensor
        shall not have the right to cancel this License Agreement for any reason
        other
        than as provided for under this License Agreement.
  8.8 Upon
        termination of this License Agreement pursuant to the foregoing provisions
        of
        this Article VIII, the license granted hereunder shall terminate, and Licensee
        shall have no duty to pay the Royalties pursuant to Article III. Any Royalties
        accrued but not paid as of the date of such termination shall be paid to
        Licensor within thirty (30) days after such termination.
  8.9 Irrespective
        of the existence of an issued and unexpired Patent Rights and upon termination
        of this License Agreement, Licensee may complete and sell any Licensed Products
        or Ancillary Product in the process of production or sale by Licensee at
        the
        time of termination or for which raw materials for the production have been
        purchased, and may sell any inventory of Licensed Products or Ancillary Products
        produced or sold by Licensee on hand at the time of termination; provided
        that
        Licensee shall continue to account for and pay Running Royalties thereon
        as
        if **** the
        License Agreement had not been terminated. Notwithstanding the above, Licensee
        shall not have the right to make further sales of a particular Licensed Product
        after termination of the rights and licenses to that particular Licensed
        Product
        pursuant to Paragraph 8.5 without the express written approval of Licensor.
        Notwithstanding the above, Licensee shall have no right and license to sell
        Licensed Products or Ancillary Products six months after the effective date
        of
        the termination of this License Agreement.
  
  8.10 Upon
        termination of this License Agreement for any reason, Licensee shall assign
        to
        Licensor all sublicenses granted pursuant to Paragraph 2.2 such that all
        Royalties or other consideration to be paid by sublicensees thereafter shall
        be
        paid to Licensor.
  8.11 The
        duties and obligations of the parties pursuant to Paragraphs 3.2, 6.1, and
        6.2
        shall survive any termination of this License Agreement.
  ARTICLE
        IX
 ASSIGNMENT
        AND SALE
  9.1 Licensor
        agrees not to transfer or assign its interest in this License Agreement,
        except
        to Perry A. Martin and/or Malcolm Glen Kertz, without the prior written consent
        of the Licensee. If Licensor transfers this License Agreement to Perry A.
        Martin
        and/or Malcolm Glen Kertz, Perry A. Martin and/or Malcolm Glen Kertz shall
        be
        equally bound to Licensor’s obligations to the Licensee as defined in this
        License Agreement.
  9.2 In
        the
        event Licensor desires to assign all or any part of its rights, privileges
        and
        interests under this License Agreement, Licensor shall first offer (“Right of
        First Offer”) such assignment to Licensee by notifying Licensee in writing of
        the terms and conditions upon which Licensor would be willing to make such
        an
        assignment; and Licensee shall have the right to acquire said rights, privileges
        and interests of Licensor by accepting the offer in accordance with said
        terms
        and conditions or equivalent cash. If within fifteen (15) days after receipt
        of
        Licensor’s notice, Licensee advises Licensor of its acceptance of the offer as
        stated in the notice, Licensor agrees to promptly make the assignment to
        Licensee on the stated terms and conditions and shall have an additional
        thirty
        (30) business days, if the assignment price is less than $1 Million Dollars
        and
        sixty (60) days if the assignment price is over $1 Million Dollars, to pay
        for
        the same with delivery against payment.
  9.3 If
        within
        fifteen (15) days after receipt of Licensor’s notice, Licensee does not indicate
        its acceptance of the offer as stated in the notice, Licensor shall thereafter
        have the right, subject to the prior written consent of Licensee, to make
        the
        assignment to another person, firm or corporation on the same terms and
        conditions as stated in the notice. Should the Licensee not exercise its
        Right
        of First Offer and should the contemplated assignment not be completed within
        ninety (90) days from the date of Licensor’s notice, or should the terms and
        conditions thereof be altered in any way, this Right of First Offer shall
        be
        reinstated in any subsequent proposed assignment, or the altered terms and
        conditions for the current transaction, must again be offered by Licensor
        in
        accordance with the terms of Paragraph 9.2.
  9.4 Immediately
        prior to Licensor going into bankruptcy, Licensee shall have a Right of First
        Offer on any of Licensor’s assets at fair market value.
  
  9.5 It
        is
        hereby agreed that prior to sale to a third party contemplated pursuant to
        Paragraphs 9.1 and 9.2 above, the purchaser shall agree to be bound by the
        terms
        of this License Agreement and to assume all of Licensor’s obligations to
        Licensee thereunder.
  9.6 Licensee
        shall have the right to transfer and/or assign this License Agreement by
        providing written notice to Licensor, provided that Licensee is in good standing
        under this License Agreement and the transferee or assignee assumes all
        obligations of Licensee to Licensor under this License Agreement.
  ARTICLE
        X
 REPRESENTATIONS
        AND WARRANTIES
  10.1 Licensor
        hereby represents and warrants to Licensee that Licensor is a corporation
        duly
        organized, validly existing and in good standing under the laws of the State
        of
        Nevada. Licensor further represents and warrants that it has not heretofore
        made
        any license, commitment or agreement, or will Licensor make any license,
        commitment or agreement for the term of this License Agreement which is
        inconsistent with this License Agreement and the rights granted herein, and
        that
        it has full and complete power and authority to enter into and carry out
        its
        obligations under this License Agreement and under any agreements and documents
        which may be executed in connection herewith. Licensor represents and warrants
        that to the best of its knowledge, the Patent Rights do not infringe upon
        the
        proprietary rights or patents of any third party. Licensor represents that
        to
        the best of its knowledge, Licensor is not aware of any regulations or laws
        in
        the Territory that might presently apply such that the sales potential of
        any of
        the Licensed Products is limited or reduced through legal violation or potential
        violation. Licensor agrees to indemnify and hold Licensee harmless of any
        liabilities, costs and expenses (including attorneys’ fees and expenses),
        obligations and causes of action arising out of or relating to any breach
        of the
        representations and warranties made by Licensor herein.
  10.2 Licensor
        does not represent and warrant to Licensee that patents will issue or be
        granted
        on any of the Patent Rights; or that any of the marks associated with the
        Licensed Products are registrable as a trademark; or that any of the Know-How
        is
        copyrightable. Further Licensor does not represent and warrant to Licensee
        that
        any of the Patent Rights have commercial value.
  10.3 Licensee
        hereby represents and warrants to Licensor that Licensee is a corporation
        duly
        organized, validly existing and in good standing under the laws of Canada.
        Licensee further represents and warrants that it has not heretofore made
        any
        license, commitment or agreement, or will Licensee make any license, commitment
        or agreement for the term of this License Agreement which is inconsistent
        with
        this License Agreement and the rights granted herein, and that it has full
        and
        complete power and authority to enter into and carry out its obligations
        under
        this License Agreement and under any agreements and documents which may be
        executed in connection herewith. Licensee further represents and warrants
        that
        the authorized equity capitalization of the Licensee consists of an unlimited
        number of shares of Common Stock, without nominal or par value, of which
        3,750,000 are issued and outstanding and that all of the Licensee’s outstanding
        securities are validly issued, fully paid and non-assessable and that the
        Licensee does not, on the date of execution hereof, have any outstanding
        subscriptions, warrants or other agreements or commitments obligating the
        Licensee to issue additional shares of stock or other securities, except
        as
        stated in the current Licensee’s SEC filings and in this License Agreement. The
        Licensee further represents and warrants that the shareholders of the Licensee
        do not have preemptive rights or cumulative voting. Licensee represents and
        warrants that it is Licensee’s policy not to misappropriate or violate the
        proprietary trade secret or confidential information of third parties. Licensee
        agrees to indemnify and hold Licensor harmless of any liabilities, costs
        and
        expenses (including attorneys’ fees and expenses), obligations and causes of
        action arising out of or relating to any breach of the representations and
        warranties made by Licensee herein.
  
  ARTICLE
        XI
 PRODUCT
        QUALITY AND PRODUCTS LIABILITY
  11.1 Licensee
        agrees that the Licensed Products and Ancillary Products will be produced
        in
        compliance with all federal, state and local laws. Licensee further agrees
        to
        submit samples of all finished Licensed Products and Ancillary Products,
        including packaging, shipping containers, and advertising, to Licensor for
        approval, which approval shall not be unreasonably withheld. In the event
        Licensee concludes that Licensor is withholding its approval unreasonably,
        Licensee may at its cost submit the matter to binding mediation and arbitration
        pursuant to Article XII with the arbitrator determining if Licensor’s approval
        has been unreasonably withheld. The arbitrator’s decision will be final and
        binding upon all parties.
  11.2 Licensee
        shall carry products liability insurance in an amount commensurate with the
        risks connected with the production and sale of the Licensed Products and
        Ancillary Products. Such insurance shall name Licensor and the inventors
        of the
        Patent Rights as co-insureds. As proof of insurance, Licensee shall submit
        to
        Licensor a certificate of insurance naming Licensor and the inventors of
        the
        Patent Rights as insured parties and shall require the Licensee’s insurer to
        notify Licensor upon the failure to pay premiums due under the policy. This
        submission shall be made prior to any Licensed Product or Ancillary Products
        being distributed or sold.
  11.3 Licensee
        agrees to indemnify and hold Licensor harmless against any and all claims,
        liabilities, losses, expenses, fees, including without limitation attorneys’
        fees, damages, including without limitation amounts of judgment and/or amounts
        paid in settlement or costs (all of the foregoing being collectively called
        “Costs”) incurred by it and arising out of or attributable to the production and
        sale of Licensed Products and Ancillary Products; provided, however, that
        such
        indemnity shall be null and void as to any cause of action, which can be
        shown
        by Licensee that Licensor knew or should have known and failed to timely
        inform
        Licensee of such cause of action. Promptly after receipt of notice of the
        commencement of any action or assertion of any claim against Licensor in
        respect
        of which indemnification be sought, Licensor shall notify Licensee in writing
        of
        the commencement of such action or assertion of such claim. Upon receipt
        of the
        notice of commencement of suit or assertion of such claim, Licensee shall
        notify
        Licensor within fifteen (15) days that Licensee shall appear and defend
        (including the sole authority to compromise and settle such claims; provided,
        however, that such settlement or compromise does not affect in any way the
        activities or rights of Licensor) against any such suit or claim at Licensee’s
        expense, with an attorney of its choice. In the event Licensee shall fail
        to
        give notice of and undertake to appear and defend within such fifteen (15)
        day
        period, then it is hereby expressly agreed that the right to appear and defend
        by Licensee has been waived, and Licensor shall proceed on its sole authority,
        at Licensee’s expense.
  
  ARTICLE
        XII
 MEDIATION
        AND ARBITRATION
  12.1 If
        a
        dispute arises between the parties regarding this License Agreement, the
        parties
        agree to resolve the dispute in the following manner:
  (a) Negotiation.
  (1) The
        parties shall attempt in good faith to resolve any dispute arising out of
        or
        relating to this License Agreement promptly by negotiation between executives
        of
        the parties who have authority to settle the controversy. Any party may give
        the
        other party written notice of any dispute not resolved in the normal course
        of
        business. Within 15 days after delivery of the notice, the receiving party
        will
        submit to the other a written response. The notice and the response will
        include
        (i) a statement of each party’s position and a summary of arguments supporting
        that position, and (ii) the name and title of the executive who will represent
        that party and of any other person who will accompany the executive. Within
        30
        days after delivery of the disputing party’s notice, the executives of both
        parties will meet at a mutually acceptable time and place, and thereafter
        as
        often as they reasonably deem necessary, to attempt to resolve the dispute.
        All
        reasonable requests for information made by one party to the other will be
        honored.
  (2) All
        negotiations pursuant to this clause are confidential and will be treated
        as
        compromise and settlement negotiations for purposes of applicable rules of
        evidence.
  (b) Non-binding
        Mediation. If the
        dispute has not been resolved by negotiation within 60 days of the disputing
        party’s notice, or if the parties failed to meet within 45 days, the parties
        will endeavor to settle the dispute by mediation under the presently effective
        Center for Public Resources (“CPR”) Model Procedure for Mediation of Business
        Disputes. The neutral third party will be selected from the CPR Panels of
        Distinguished Neutrals with the assistance of CPR.
  (c) Arbitration. Any
        controversy or claim arising out of or relating to this License Agreement,
        or
        the enforcement, breach, termination or validity thereof, that has not been
        resolved by mediation pursuant to the preceding paragraph within 90 days
        from
        the appointment of a neutral third party will be settled by arbitration in
        accordance with the CPR Rules for Non-Administered Arbitration of Business
        Disputes in effect on the date of this License Agreement, by a sole arbitrator.
        If the parties cannot agree upon an arbitrator for a panel recommended by
        CPR,
        then CPR will select the arbitrator. Any other choice of law clause to the
        contrary in this License Agreement notwithstanding, the arbitration will
        be
        governed by the United States Arbitration Act, 9 U.S.C. § 1-16, and judgment
        upon the award rendered by the Arbitrator may be entered by any court having
        jurisdiction thereof. The place of the arbitration will be Houston, Texas.
        Insofar as the proceeding relates to patents, it will also be governed by
        35
        U.S.C. § 294, to the extent applicable. The arbitrator is not empowered to award
        trebled, punitive or any other damages in excess of compensatory damages,
        and
        each party irrevocably waives any claim to recover any such damages. The
        arbitrator will make a reasoned award. If the result achieved in arbitration
        by
        the party instituting the arbitration is not more favorable to that party
        than
        the last offer made by the other party during the mediation, the former party
        will reimburse the legal fees, expert fees and other expenses reasonably
        incurred by the latter in the arbitration.
  
  ARTICLE
        XIII
 GENERAL
  13.1 Binding
        Agreement .
        This
        License Agreement shall be binding upon the successors and assigns of the
        parties hereto. Nothing contained in this License Agreement shall be construed
        to place the parties in the relationship of legal representatives, partners,
        or
        joint venturers.
  13.2 Applicable
        Law .
        This
        License Agreement shall be construed, interpreted and applied in accordance
        with
        the laws of the State of Texas.
  13.3 Notices .
        All
        notices, demands or other writings in this License Agreement provided to
        be
        given or made or sent, or which may be given or made or sent, by either party
        hereto to the other, shall be deemed to have been fully given or made or
        sent
        when made in writing and deposited in the United States mail, first class,
        postage prepaid, sent certified or registered mail, and addressed to the
        addresses first hereinabove given or at such other address as either party
        hereto may specify by notice given in accordance with this
        paragraph.
  13.4 Waiver .
        Each
        party covenants and agrees that if the other party fails or neglects for
        any
        reason to take advantage of any of the terms hereof providing for the
        termination of this License Agreement, or if, having the right to declare
        this
        License Agreement terminated, such other party shall fail to do, any such
        failure or neglect shall not be or be deemed or be construed to be a waiver
        of
        any subsequently occurring cause for the termination of this License Agreement,
        or as a waiver of any of the terms, covenants or conditions of this License
        Agreement or the performance thereof. None of the terms, covenants or conditions
        of this License Agreement can be waived except by the written consent of
        the
        waiving party. Except as otherwise stated herein, each of the parties hereby
        waives any claims which it might have against the other prior to the date
        of
        execution of this License Agreement.
  13.5 Force
        Majeure .
        Neither
        party hereto shall be liable to the other party for failure or delay in the
        performance of any duties or obligations hereunder or in making shipments
        of
        Licensed Products produced hereunder due to strikes, lockouts, acts of God,
        acts
        of war, fire, flood, explosions, embargo, litigation or labor disputes,
        Government or any other laws and regulations, or any other cause beyond the
        control or without the fault of such party.
  13.6 Scope
        of Agreement .
        This
        License Agreement constitutes the entire agreement between the parties
        pertaining to the subject matter hereof.
  13.7 Construction .
        The
        parties acknowledge that each party and its counsel have reviewed and revised
        this License Agreement and that the normal rule of construction to the effect
        that any ambiguities are to be resolved against the drafting party shall
        not be
        employed in the interpretation of this License Agreement or any amendments
        or
        exhibits hereto.
  13.8 Headings .
        The
        subject headings of the paragraphs of this License Agreement are included
        for
        purposes of convenience only, and shall not effect the construction or
        interpretation of any of its provisions.
  13.9 Counterparts .
        This
        License Agreement may be executed in one or more counterparts, and also executed
        shall constitute one agreement, binding on both parties hereto, notwithstanding
        that both parties are not signatory to the same counterpart.
  13.10 Severability .
        If any
        part or parts of this License Agreement are found to be illegal or
        unenforceable, the remainder shall be considered severable, shall remain
        in full
        force and effect, and shall be enforceable.
  13.11 Further
        Documents .
        Each of
        the parties shall take all necessary actions, including the execution and
        delivery of all necessary documents or instruments, as may be reasonably
        requested by the other party in order to effectuate the intent of this License
        Agreement.
   
  
 IN
        WITNESS WHEREOF, the parties hereto have executed this License Agreement
        in
        duplicate originals, individually, or by their duly authorized officers or
        representatives, as of the date of the last party to execute this License
        Agreement.


MK
              ENTERPRISES LLCWITNESS:__________________________________________
            By:
            /s/Perry
                A. Martin, President
              
              Date:_______________




VALCENT
              PRODUCTS, INC.WITNESS:__________________________________________
            By:
            /s/Name:
              Title:
              Date:


**EXHIBIT
        “A”**
 **LICENSED
        PRODUCTS**
 
 **Licensed
                  Product One:**
              **DUST
                  WOLF**
 The
        duster is a simple device that fits on the end of most standard vacuum cleaners.
        It uses the negative pressure of the incoming air to drive a rotating brush
        that
        is covered with soft bristles. The alignment of the brush is such that upon
        each
        rotation of the brush, the bristles move across the air import vent that
        runs
        the length of the brush. Using the vacuum power, this cleans the brush on
        each
        rotation and prevents the spread of dust to surrounding areas. The brush
        is
        driven by an impeller mounted in the base of the Dust Wolf just above the
        connection port that goes to the vacuum cleaner hose. The incoming rush of
        air
        drives the impeller and thus turns the brush. The length of the brush is
        designed to allow the Dust Wolf to easily clean a large surface, specifically
        several mini-blind blades at a time.
 
 **Licensed
                  Product Two:**
              **SONIQUE**
 Sonique
        is a sonic skin care system with various attachments that facilitates personal
        hygiene. It utilizes specific ultrasonic frequencies to vibrate a cleaning
        head
        at the end of the device. This ultrasonic vibration has many beneficial effects
        on the skin’s surface that can be enhanced through the use of different
        attachments, i.e. deep-seated soil can be brought to the surface, dead skin
        can
        be exfoliated and the skin can be rejuvenated. The system is operated on
        a
        rechargeable battery that is built into the unit.
 
 **Licensed
                  Product Three:**
              **TOMORROW
                  GARDEN**
 The
        Tomorrow Garden (TG) and associated Plant Tissue Culture (PTC) Process result
        in
        a kit designed to take advantage of PTC and offer, direct to the consumer,
        an
        easy to use kit featuring plants not readily available in the marketplace.
        These
        plants are of a guaranteed superior quality and have significantly improved
        “Fresh Life” span. PTC or ‘micro-propagation’ is a laboratory process that
        allows for the rapid production of mass quantities of genetically identical
        plants. This process removes the randomness of genetics by using the plant’s own
        cells that already exhibit the identified desirable traits. The Tomorrow
        Garden
        Kits are multi-plant packages (typically 6 packs) arranged in pre-selected
        themes i.e. Italian herbs, pet plants, African violets, etc. to suit the
        client’s preferences.
 
 
  
  **EXHIBIT
        “B”**
 **PATENT
        RIGHTS**
 Dust
        Removal Device, US App No 60/687,152, filed June 3, 2005.
 
 Ultrasonic
        Skin Cleaner, US App No 10/890,041, filed 7/13/04
 
 Ultrasonic
        Skin Cleaner, PCT No PCT/US04/22476, filed 7/14/04
  
  **EXHIBIT
        “C”**
 **RUNNING
        ROYALTY SCHEDULE**
 
 **Licensed
        Product One: DUST WOLF:**   $2.00
        US
        per unit
  **Ancillary
        Products to Licensed Product One:** Three
        Percent (3%) of Net Sales of Ancillary Products to Licensed Product
        One
 
 **Licensed
        Product Two: SONIQUE:**   $10.00
        US
        per unit
  **Ancillary
        Products to Licensed Product Two:**   Three
        Percent (3%) of Net Sales of Ancillary Products to Licensed Product
        Two
 
 **Licensed
        Product Three: TOMORROW GARDEN:** Four and
        One Half Percent (4.5%) of Net Sales of Licensed Product
        Three
  **Ancillary
        Products to Licensed Product Three:**   Three
        Percent (3%) of Net Sales of Ancillary Products to Licensed Product
        Three
  
  **EXHIBIT
        “D”**
 **MINIMUM
        ROYALTY SCHEDULE**
  DUST
        WOLF
        and Ancillary Products: $37,500
        for the Second License Year
 $50,000
        for each succeeding License Year
 
 SONIQUE
        and Ancillary
        Products: $37,500
        for the Second License Year
 $50,000
        for each succeeding License Year
 
 TOMORROW
        GARDEN and Ancillary Products:      $37,500
        for the
        Second License Year
 $50,000
        for each succeeding License Year