**Exhibit
      4(a)(ii)**




PRODUCT
      DEVELOPMENT AGREEMENT




THIS
      PRODUCT DEVELOPMENT AGREEMENT (“Agreement”) is
      made and
      entered into 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 “MK”), 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 “VPI”) :




A. MK
      is now
      and has been engaged in the development of New Products.




B. VPI
      wishes to evaluate the New Products developed by MK to determine the commercial
      potential of such New Products.




C. VPI
      wishes to have the option to elect certain ones of the New Products for
      licensing from MK (“Licensed New Product”) whereby VPI will develop and
      commercialize the Licensed New Product.




D. MK
      is
      willing to perform the product development
      desired by VPI on the terms set forth herein,
      and VPI is willing to engage MK to
      perform the
      development services on such terms.




NOW,
      THEREFORE, for valuable consideration, the receipt and adequacy
      of which
      are  hereby
      acknowledged, the parties hereto agree as follows:




1. Definitions.  As
      used
      herein, the following terms shall have the following meanings:




1.1 “New
      Products” shall mean and include any goods and services developed by MK in the
      past or future, with the exception of the products listed on Exhibit “A”,
      attached hereto and made a part hereof, and with the exception of the products
      listed on Exhibit “B”, attached hereto and made a part hereof, which are the
      subject of the Master License Agreement executed concurrently
      herewith.




1.2 “Development
      Program” shall mean the individual tasks to be performed by MK for the
      development of a New Product. The Development Program shall include the schedule
      for completion of the individual tasks to be performed pursuant to the
      Development Program, including an estimated budget therefore, such Development
      Program to be agreed upon by the parties hereto.




1.3 “MK
      Intellectual Property” shall mean and include MK Patent Rights and MK Technology owned
      by
      MK or licensed by MK from Malcolm Glen Kertz as of the Effective Date hereof and MK Patent Rights and MK Technology developed or
      licensed in the future during the term of this Product Development Agreement,
      all relating to the New Products; provided, however, MK Intellectual Property
      shall not include any product covered by the patents and applications listed
      on
      Exhibit “A”.




1.4 “MK
      Technology” shall mean the Technology owned by MK or
      licensed by MK from Malcolm Glen Kertz and
      any
      future Technology developed solely by MK or jointly with VPI.




1.5 “VPI
      Technology” shall mean the Technology developed independently of MK and Malcolm
      Glen Kertz and owned by VPI.




1.6 “Technology”
      shall mean all trade secrets,
      know-how, copyrights, and, to the extent not included therein, all general
      and
      specific knowledge, experience and information and rights with respect thereto,
      including, without
      limitation, all concepts,
      ideas, developments, plans, technical
      data, processes, procedures, methods, formulae, designs,
      inventions, discoveries, machines, compositions of matter, specifications,
      characteristics, raw materials, material data, statistical theory and data,
      hardware design data, processing techniques, software, algorithms, computer
      programs, design features, experimental tests, schematics, manufacturing
      procedures, test procedures, all physical manifestations or embodiments of
      such
      knowledge, experience and information, including without limitation all pilot
      and prototype models and all original works of authorship, interim work product,
      modifications and derivative works, documents and writings and all copies
      thereof developed or made by MK including, without limitation, all chemical
      and manufacturing information, schematics, lay-out drawings, assembly drawings,
      specifications, parts lists, inspection
      procedures and test procedures, and other technical  information
      or rights, whether patentable or unpatentable, discovered,
      developed, or acquired during the term of this Product Development
      Agreement by MK or
      VPI and related to New Products.









1.7 “MK
      Patent Rights” shall mean and include any patents and patent applications on
      inventions included in the MK Technology invented or licensed by MK or jointly
      invented with VPI relating to
      MK
      Technology and/or
      any divisions, continuations-in-part, applications or reissues
      thereof, and all United States and foreign patents issued upon any such
      applications.




1.8 “Licensed
      New Product” shall mean a New Product elected by VPI pursuant to Paragraph 11
      which embodies, employs, includes or incorporates any of the MK Patent Rights
      and/or MK Technology.




1.9 “Ancillary
      Products” shall have the meaning set forth in the attached Product License
      Agreement.




1.10 “Net
      Sales” shall
      have the meaning set forth in the attached Product License Agreement.




1.11 “Territory”
      shall have the meaning set forth in the attached Product License Agreement.




1.12 “Confidential
      Information” shall mean all MK Technology,
      except any information which:




(1) is
      or shall
      have been in the possession of VPI prior to disclosure thereof to VPI by
      MK;




(2) is,
      or
      through no fault of VPI becomes published or otherwise available to others
      or
      the public under circumstances such that such others or the public may utilize
      the information without any direct or indirect obligation to MK;




(3) is,
      or at any
      time may be, acquired by VPI from any third party rightfully possessed of the
      information and having no direct or indirect obligation to MK with respect
      to
      same; or




(4) is
      independently invented by an employee or consultant of VPI who has not had
      access to the information by virtue of this Agreement.




Further
      and without limitation on any particular obligation of confidence recited
      herein, VPI shall not be permitted to justify disregarding the obligations
      of
      confidence herein by using the information to guide a search by VPI for
      publications or other publicly available information, selecting individual
      pieces of public information, and fitting them together by use of integrated
      disclosure to contend the information is in the public domain.




1.13 “Effective
      Date” shall mean the date of execution of this License Agreement, which is the
      day on which this Product Development Agreement shall begin effect.




2. Engagement
      of MK. VPI
      hereby engages MK
      to
      develop New Products and agrees to supply MK with the  personnel,
      materials, equipment and facilities required for
      the
      performance thereof,  and
      MK
      hereby accepts such engagement .









3. Scope
      of Engagement. Pursuant
      to its engagement hereunder,
      MK shall use its best efforts to develop New Products and to develop New
      Products in accordance with Development Programs agreed upon by the parties
      hereto .




4. MK
      Consultant. MK
      agrees to employ Malcolm
      Glen Kertz as a consultant for the development of New Products and for
      performing the Development Programs.




5. Facilities,
      Personnel, Equipment and Materials. VPI
      agrees to provide the facilities, personnel, and all
      equipment, materials ,
      and
      other tangible property required to perform the Development
      Programs . All
      equipment, materials ,
      and other
      tangible property acquired and used
      for the
      development of New Products by MK under this Product Development Agreement
      shall
      be the property of VPI unless otherwise agreed in writing by the
      parties.  Should
      MK
      purchase any such equipment, materials ,
      or other
      tangible property, MK shall be reimbursed for such property and all such
      property shall become the property of VPI unless otherwise agreed in writing
      by
      the parties.  When
      MK
      is reimbursed for such property, it shall immediately deliver to the VPI a
      bill
      of sale, financing statement and any other documents reasonably requested by
      VPI
      and at VPI’s cost to evidence its ownership therein.




6. Development
      Costs. VPI
      shall pay all development costs on a cost basis for the development of New
      Products pursuant to Paragraph 5 of this Agreement, such costs including rent,
      utilities, maintenance and repair and non-personal related miscellaneous
      overhead costs, and shall  further
      pay MK  for
      the
      following expenditures of MK:




6.1 The
      actual costs of all expenditures made for telephone, travel and contract
      services rendered by MK  for
      the
      development of New Products.




6..2 A
      pro
      rata share of all wages of MK personnel, other than Mr. Kertz, utilized in
      the
      Development Program, determined monthly on an employee-by-employee basis based
      on the percentage of time such employee spent on the Development Program (net
      of
      all payroll taxes and other benefits payable to such employee) plus
      20%.  The
      rate
      of payment payable as wages to personnel utilized in the Development Program
      shall not exceed the rate of payment payable by or through MK
      to
      such personnel during the term of this Agreement for  their
      work on any other project.




7. Timing
      of Payments.




VPI
      shall
      pay all amounts owing to MK pursuant to Paragraphs 5, and 6 within twenty (20)
      days after the receipt of a Statement, as described in Paragraph 8, from MK
      itemizing the amounts due.




8. Accounting,
      Inspections and Reports.




8.1 Within
      twenty (20) days after the last day of each month of the term hereof commencing
      on the month of the Effective Date, MK shall deliver to VPI a detailed, itemized
      Statement (“Statement”) specifying the number of hours expended by each staff
      member on the Development Program on a category-by-category and task-by-task
      basis, the amount billed for such time, a description of all purchases made
      by
      MK in connection with the Development Program within such period and the cost
      of
      each item purchased by MK, and a detailed list of all other expenditures or
      items for which payment is requested pursuant to Paragraphs 6, and 7. MK shall
      retain for the benefit of VPI for three years following the termination of
      this
      Agreement, all invoices, purchase orders, receipts, time cards and other
      documentary evidence supporting such charges, and shall supply VPI  with
      copies of any or all such items on request.









8.2 VPI
      shall
      have the right during normal business hours to inspect the facilities of MK
      and
      the records, papers and other data related to the activities of MK hereunder.




8.3 Within
      fifteen (15) days after the earlier of (a) the completion of each task and
      subtask identified in the Development Plan, or (b) the end of each sixty day
      period beginning on the Effective Date of this Agreement, MK shall deliver
      to
      the VPI a Status Report (“Status Report”) containing the following.




8.3.1 On
      a
      subtask-by-subtask basis, a summary of the progress made in the Development
      Program as of the end of the reporting period including a discussion of the
      significant results of the research and development and an accounting of the
      manhours and supplies expended for the period.




8.3.2 An
      assessment of whether the progress on the Development Program is on budget
      pursuant to the estimated costs set forth in the Development Program and on
      Schedule as set forth in the Development Program and, if not, an estimate of
      the
      extent to which the Development Program is ahead of or behind budget and
      Schedule on a task-by-task basis.




9. Completion
      of Development Program .
      The
      agreed completion of a Development Program shall occur upon the earliest of
      one
      of the following events (“Completion Date”):




9.1 The
      delivery of both (i) a working prototype pursuant to the Development
      Program  sufficient
      to permit the use or sale of  one
      or
      more Products;  and
      (ii)
      a Status Report from MK stating that all tasks set forth in the  Development
      Program have been completed.




9.2 A
      Status
      Report from MK stating that the tasks set forth in the Development Program
      have
      been pursued in a diligent manner and that MK has determined in good faith
      that
      the continuation of the Development Program is unlikely to
      produce  a
      working
      prototype or a commercially marketable Product.




9.3 Twenty-four
      (24) months after the date of the initiation of the Development Program.




10. Right
      to License.  In
      consideration of the consideration paid pursuant to Paragraphs 4, 5, and
      6 ,
      VPI
      shall have the right to license any New
      Product developed pursuant to a Development Program
      or developed by Malcolm Glen Kertz. Such license shall be pursuant to the terms
      and conditions set forth in the attached Product License Agreement, Exhibit
“D”,
      unless amended pursuant to mutual agreement of the parties. Should there be
      any
      disagreement concerning the license, such matter shall be submitted to mediation
      and arbitration as set forth in Paragraph 19. The parties agree that any Product
      License Agreement for the Plant Stimulator, described in Exhibit “C” hereto,
      shall not require the payment of a License Fee, such set forth in Paragraph
      3.1
      of the Product License Agreement, Exhibit “D”.




11. Disclosure
      and Patents.




11.1 Disclosure.  MK
      shall
      disclose in writing in the
      Status Reports pursuant to Paragraph 8.3, all MK Technology
      that is conceived or developed or reduced to practice, alone or  jointly
      with others, pursuant to a Development Program from the date of initiation
      of
      the Development Program through
      its Completion Date.




11.2 VPI
      shall
      have the right to apply for either patent or copyright protection on the
      MK Technology  developed
      pursuant to the Development Program. VPI shall
      bear  the
      expense  of
      obtaining patent or copyright protection and each party hereto shall have the
      right to monitor the preparation and prosecution of any patent or copyright applications.
      MK shall have the right to request patent protection  in
      certain foreign countries.  Should
      VPI decline to seek patent protection in such a foreign country ,
      then MK shall
      have the right, at its expense, to apply for protection in such a foreign
      country and
      become the owner of any resulting
      Patent Rights; provided, however, that nothing contained herein shall preclude one party from granting a license to use such
      MK
      Technology to the other party on such terms as then seem
      appropriate.









11.3 VPI
      agrees to cause such United States and foreign
      patent applications filed by VPI and relating to the MK
      Technology  to
      be
      owned exclusively
      by Malcolm Glen Kertz who has licensed all of his Patent Rights in past and
      future MK Technology to MK .
      VPI further
      agrees to perform all acts and to execute, acknowledge and deliver all
      instruments or writings reasonably requested and necessary for Mr. Kertz to
      perfect his title to the MK Patent Rights and to secure and to obtain the record
      title to such Patents Rights whenever possible. VPI shall bear all costs
      incurred in the preparation and prosecution of all domestic and foreign patent
      applications.




12. Confidentiality. MK and
      VPI shall comply with the restrictions on disclosure of Confidential Information
      as set forth below:




12.1 VPI
      agrees that all Confidential Information relating
      to MK Technology shall  for
      all
      purposes be regarded by MK as strictly confidential and  held
      by
      VPI in confidence and solely for the MK’s benefit and use. Such
      Confidential Information shall not be used by VPI or directly or indirectly
      disclosed by VPI to
      any  person
      other than MK except with MK ’s
      written permission except as provided in Paragraph 10. The
      obligation of VPI
      under this Paragraph shall survive any termination or expiration of this
      Agreement except a
      termination caused by an uncured material breach by VPI  in
      its
      performance  under
      this  Agreement
      which results in MK engaging another entity to conclude the Development Program .




12.2 MK
      agrees
      that all Confidential Information relating to VPI Technology shall for all
      purposes be regarded by MK as strictly confidential and held by MK in confidence
      and solely for
      VPI’s
      benefit and use. Such knowledge and information  shall
      not
      be used by MK or directly or indirectly  disclosed
      by MK to any person other than VPI  except
      with VPI’s written permission. The obligation of MK under this
      Paragraph  shall
      survive any termination or expiration of this Agreement except a
      termination caused by an uncured material breach by MK  in
      its
      performance under this  Agreement
      which results in VPI engaging another entity to conclude the Development Program.




12.3 MK
      agrees
      that it shall cause all of its employees,
      independent contractors and other agents to keep
      all
      Confidential Information confidential and agrees that before disclosing
      such  Confidential
      Information to any  such
      person, it shall cause such person to execute a written nondisclosure agreement agreeing to keep such Confidential Information
      confidential.




13. Term
      and Termination.




13.1 Term. The
      term
      of this Agreement shall be for a period of five years beginning on the Effective
      Date hereof, subject to Paragraphs 13.2-13.6 below. Upon the expiration of
      the
      initial five-year term, this Agreement may be extended upon the mutual agreement
      of the parties.




13.2 This
      Agreement shall terminate upon the termination of the Master License Agreement
      between the parties dated _______, 2005.




13.3 This
      Agreement may be terminated by VPI at any time upon written notice of at least
      thirty (30) days . During the
      period between
      the date of the termination notice and the termination date (the “Termination
      Period”), MK shall
      not hire additional personnel or add personnel
      to work on the Development Program, nor shall MK purchase
      additional equipment or make any other substantial expenditures toward the
      Development Program inasmuch as the parties acknowledge that the Termination
      Period is intended to be a time for an orderly wind-down of this Product
      Development Agreement. MK shall be entitled to payment for all work performed
      through the end of the Termination Period and shall not be entitled to other
      damages or
      payments as a result of the termination.









13.4 MK
      shall
      not be entitled to terminate this
      Agreement except upon the breach or default of VPI of  the
      terms
      and conditions of this Agreement after its failure to cure
      pursuant to Section 13.6 hereof.




13.5 In
      the
      event that Mr. Kertz no longer consults with MK, VPI shall have the right to
      terminate this Agreement.




13.6 In
      the
      event that either party hereto shall commit any breach of or default in any
      of
      the terms or conditions of this Agreement, and also shall fail to remedy such
      default or breach within sixty (60) days after receipt of written notice thereof
      from the other party hereto, the party giving notice may, at its option in
      addition to any other remedies which it may have at law or in equity, terminate
      this Agreement by sending notice of termination in writing to the other party
      to
      such effect, and such termination shall be effective as of the date of the
      receipt of such notice .




13.7 Within
      thirty (30) days  after
      the
      Completion Date of the Development Program or within
      thirty (30) days of termination of this Agreement for any reason, MK shall
      reduce to tangible form all MK Technology relating to the Development Program
      to
      the extent possible and shall deliver to VPI all property described in Paragraph
      5 held by or under the control of MK relating to Development
      Programs.




14. Exclusive
      Rights. During
      the term of this Agreement, neither MK nor VPI shall enter into any agreement
      or
      arrangement with any other person, firm, corporation or entity to conduct any
      research of any kind within the scope and definition of
      the
      Development Program or which otherwise relates to New Products under
      consideration for a Development Program .




15. Representations
      and Warranties of MK.  MK hereby
      makes the following representations and warranties:




15.1 MK
      hereby
      represents and warrants that to the best of its knowledge, the performance
      of
      the Development Programs or the New Products resulting therefrom will not
      infringe upon any known patents.




15.2 MK
      hereby
      represents and warrants that it reasonably believes that it will be able to
      develop the New Products through the performance of the Development Programs
      and
      that it will use its best efforts to do so.




15.3 Nothing
      in this Agreement shall be construed as a warranty or representation by MK
      that
      the research and development in connection with the Development Programs will
      lead to the successful completion of a commercial or otherwise marketable
      Product.




15.4 MK
      represents and warrants that Malcolm Glen Kertz will personally participate
      extensively in all phases of the Development Programs during the period of
      his
      consulting relationship with VPI.




15.5 MK
      represents and warrants that it has no prior commitments, arrangements or
      agreements with other parties which might interfere with or preclude the
      performance of its obligations under this Agreement.









16. Representations
      and Warranties of VPI.




16.1 VPI
      represents and warrants that, as of the Effective Date, it is a company, duly
      organized under the laws of Canada, and is in good standing and qualified to
      do
      business in any state where the nature of its business and properties so
      require.




16.2 VPI
      represents and warrants that the execution of this Agreement has been duly
      authorized by all necessary corporate or VPI action, and VPI has the full power
      and authority to enter into and carry out its obligations under this
      Agreement.




16.3 VPI
      covenants that it will not make any representations or warranties on behalf
      of
      MK with respect to the subjects of this Agreement in the offering for sale
      of
      any interests in VPI or in the raising of funds for VPI.




16 .4 VPI
      agrees to indemnify and hold MK harmless from any liabilities, costs and
      expenses (including attorneys’ fees and expenses), obligations and causes of
      action arising out of or related to any breach of the representations and
      warranties made by VPI herein.




17. Independent
      Contractor. The
      parties agree that the activities
      of MK hereunder are in the capacity of an independent contractor and that MK
      has
      the authority to contract
      and direct the performance of the Development Programs.  The
      number of employees used by MK in conducting operations
      hereunder, their selection, and the hours of labor and compensation for services
      performed shall be determined by MK. MK may subcontract with other persons
      in
      order to fulfill its obligations hereunder with the prior advance approval
      in
      writing by VPI; however, the employment of any subcontractor shall not release
      MK from its obligations under the terms of this Agreement.




18. Right
      of First Offer.




18.1 In
      the
      event MK desires to assign all or any part of its rights, privileges and
      interests under this Agreement, MK shall first offer (“Right of First Offer”)
      such assignment to VPI by notifying VPI in writing of the terms and conditions
      upon which MK would be willing to make such an assignment; and VPI shall have
      the right to acquire said rights, privileges and interests of MK by accepting
      the offer in accordance with said terms and conditions or equivalent cash.
      If
      within fifteen (15) days after receipt of MK’s notice, VPI advises MK of its
      acceptance of the offer as stated in the notice, MK agrees to promptly make
      the
      assignment to VPI 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.




18.2 If
      within
      fifteen (15) days after receipt of MK’s notice, VPI does not indicate its
      acceptance of the offer as stated in the notice, MK shall thereafter have the
      right, subject to the prior written consent of VPI, to make the assignment
      to
      another person, firm or corporation on the same terms and conditions as stated
      in the notice. Should VPI not exercise its Right of First Offer and should
      the
      contemplated assignment not be completed within ninety (90) days from the date
      of MK’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 MK in accordance with the terms of Paragraph 18.1.




18.3 Immediately
      prior to MK going into bankruptcy, VPI shall have a Right of First Offer on
      any
      of MK’s assets at fair market value.









18.4 It
      is
      hereby agreed that prior to sale to a third party contemplated pursuant to
      Paragraphs 18.1 and 18.2 above, the purchaser shall agree to be bound by the
      terms of this Agreement and to assume all of MK’s obligations to VPI
      thereunder.




18.5 VPI
      shall
      have the right to transfer and/or assign this Agreement by providing written
      notice to MK, provided that VPI is in good standing under this Agreement and
      the
      transferee or assignee assumes all obligations of VPI to MK under this
      Agreement.




19. Mediation
      and Arbitration. If a
      dispute arises between the parties regarding this 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 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 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 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 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.









20. Applicable
      Law. The
      validity, interpretation, and performance of this Agreement shall be controlled
      by and construed under the laws of the State of Texas.




21. Addresses
      of the Parties for Notices and Payments. Notices
      and payments shall be delivered, postage and charges prepaid,
      personally, by Federal Express or by the U.S. Postal Service,
      return receipt requested to the address set forth below for each party or such
      other address or depository as may be designated from time to time.




22. Waiver. The
      failure of either party at any time to require
      performance by the other party of any provision hereof shall
      not affect in any way the full right to require such performance at any time
      thereafter, nor shall the waiver by either party of any breach of any provision
      hereof be taken or held to be a waiver
      of the provision itself.




23. Attorneys’
      Fees. Should
      an action be instituted to enforce any of the provisions of this Agreement, or by reason of  breach
      or
      default in any of the covenants, representations, warranties , terms
      or
      conditions of this Agreement, the
      prevailing party
      shall be entitled to recover costs and attorneys’ fees
      in
      such amount as the court in such action shall adjudge reasonable .




24. Complete
      Agreement. All
      documents and exhibits attached hereto
      or
      referred to herein
      constitute a part
      of this Agreement. This
      Agreement contains all representations, warranties and agreements
      made by the parties hereto relating to the subject matter
      hereof and supersedes any prior understandings, restrictions, representations,
      warranties and agreements between them with respect thereto other than those
      provided herein . It
      is the
      intention of the
      parties to incorporate into this Agreement their
      full and complete understanding, and no amendment, modification
      or addition hereto shall have effect or be binding unless
      it is in writing and signed by the parties hereto.




25. Titles. The
      titles to the sections of this Agreement are  for convenience
      only and are not a part of this Agreement and shall have no effect upon the
      construction or interpretation of any part of this Agreement.




26. Counterpart
      Execution. This
      Agreement may be executed in  two
      or
      more counterparts, each of
      which
      shall be deemed an original but all of which together shall constitute one
      and
      the same instrument.




27. Authority
      for Execution. By his
      signature below, each of
      the
      undersigned individuals represents and warrants that he or she has
      executed this Agreement with the power and express authority of the entity
      on
      whose behalf he or she has signed.











IN
      WITNESS WHEREOF, this
      Agreement is executed on the dates set forth beside each signature
      below.




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


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













**EXHIBIT
      “A”**




U.S.
      Patent 6,122,861 Plant Growing Room













**EXHIBIT
      “B”**









**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.


**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.




**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
      “C”**









**ELECTRONIC
      PLANT STIMULATOR**




The
      invention relates to the electronic stimulation of plant development. More
      particularly, it relates to the stimulation of plant development through
      electrifying the environment around a plant or part of a plant with an
      electrical field, preferably a pulsed field. The invention also relates to
      an
      electronic method of stimulating the active membrane transport systems of
      growing plants and harvested plant products in order to promote growth and
      extend the shelf life of harvested material. The invention is of particular
      interest as it relates to shipment and marketing of cut flowers, greens and
      trees and more particularly to methods and apparatus for handling, shipping,
      and
      marketing of cut flowers.













**EXHIBIT
      “D”**




PRODUCT
      LICENSE AGREEMENT









THIS
      PRODUCT 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 Product, 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 exclusive licensee of certain Patent Rights and KnowHow,
      hereinafter defined, owned by Malcolm Glen Kertz and has developed a Licensed
      Product, 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 Product 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 shall, wherever found in this License Agreement, 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
      Product” shall mean the product described 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 Product shall also include
      Elected Improvements. The Licensed Product may also be referred to in the plural
      and termed Licensed Products.




1.3 “Ancillary
      Products” shall mean any goods or services relating to the Licensed Product
      including goods and services sold as a part of the Licensed Product, goods
      sold
      as replacement parts for the Licensed Product, or goods and services sold to
      repair the Licensed Product.




1.4 “Patent
      Rights” shall mean and include the patents and applications set forth on Exhibit
“A”, 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 Product, 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 Product 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
      Product.




1.6 “Improvements”
      shall mean and include any improvements and modifications to the Licensed
      Product, including, without limitation, the materials and configuration of
      the
      Licensed Product; and any machinery or equipment for the manufacture or use
      of
      the Licensed Product, together with any improvements and modifications thereof,
      developed by Licensor during the term of this License Agreement.




1.7 “Elected
      Improvements” shall mean those Improvements elected by Licensee pursuant to
      Paragraph 4.2 hereof.




1.8 “Net
      Sales” of the Licensed Product or Ancillary Products for any given period shall
      mean monies actually received by Licensee during the said period in
      consideration for the Licensed Product and Ancillary Products, adjusted for
      exchanges and returns of the Licensed Product 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 Product and
      Ancillary Products; nor shall Net Sales include charges for tax or duty on
      sales
      or delivery of the Licensed Product and Ancillary Products.




1.9 “License
      Year” shall mean each successive period of twelve months, commencing on March 31
      in the year in which the License Agreement becomes effective.




1.10 “Effective
      Date” shall mean ________, _____, which is the day on which this License
      Agreement shall begin effect.




1.11 “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
      Product 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 Running Royalty set forth in Paragraph 3.1 below, 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
      Product and Ancillary 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”) in the
      amount of Fifty Thousand Dollars ($50,000) upon the execution of this License
      Agreement. Licensee agrees to pay a royalty (hereafter “Running Royalty”) to
      Licensor for the term of this License Agreement in the amount of Fiur and One
      Half Percent (4.5%) of Net Sales of the Licensed Product and Three Percent
      (3%)
      of Net Sales of any Ancillary Products of the Licensed Product. The License
      Fee
      is an advance payment of Running Royalties and the initial Fifty
      Thousand Dollars ($50,000) of
      Running Royalties shall be set off against the License Fee.




3.2 The
      amount of the Running Royalties payable according to Paragraph 3.1 have been
      negotiated to include payment of the license for the Know-How and the Patent
      Rights without regard to the patentability of the Patent Rights.




3.3 Beginning
      in the second License Year, in the event that the total Running Royalty paid
      by
      Licensee to Licensor according to Paragraph 3.1 in a License Year for the
      Licensed Product and related Ancillary Products, does not exceed a Minimum
      Royalty in the amount Fifty
      Thousand Dollars ($50,000) for such
      License Year for the Licensed Product , then
      Licensee shall pay to Licensor an amount (hereafter “Adjustment Royalty”) equal
      to the Minimum Royalty for such License Year for the Licensed Product, less
      the
      total Running Royalty actually paid for the Licensed Product during such License
      Year.




3.4 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
      Running Royalty to selected individuals upon written notice to Licensee prior
      to
      the execution of this License Agreement. Such future payment of Running
      Royalties shall be made directly to such selected individuals and rights to
      such
      shares and Running Royalties shall be governed by and be subject to this License
      Agreement.




3.5 In
      the
      event that Licensee fails to pay the Adjustment Royalty pursuant to Paragraph
      3.3, Licensor shall give Licensee written notice of such failure and request
      confirmation of Licensee’s intent not to pay such Adjustment Royalty. If
      Licensee responds that such failure was not intentional, then Licensee shall
      have 30 days after receiving said notice to pay the Adjustment
      Royalty.




3.6 In
      the
      event Licensee intentionally fails to pay the Adjustment Royalty 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 Royalty, the parties agree
      to
      submit the matter to binding mediation and arbitration pursuant to Article
      XII.









3.7 For
      the
      purposes of computing and paying the Running
      Royalty and the Adjustment Royalty (“Royalties”) pursuant
      to this Article:




(a) The
      Licensed Product and Ancillary Products shall be deemed sold and Licensor’s
      Running Royalty thereon earned upon receipt by Licensee of amounts invoiced
      for
      the Licensed Product 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 Product 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 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.




3.8 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 Product sold by Licensee and
      sublicensees in such quarter, the Unit Sales of Licensee and sublicensees for
      the Licensed Product and Ancillary Products, the Net Sales of the Licensed
      Product and Ancillary Products sold by Licensee and sublicensees in such
      quarter, the royalties or other consideration received from sublicensees, the
      Running Royalty and any Adjustment Royalty due to Licensor, and the Running
      Royalty paid by Licensee and sublicensees for said three-month
      period.




3.9 Licensee
      agrees to keep records of the Licensed Product 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
      the
      Licensed Product 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.




3.10 Pursuant
      to Paragraph 3.9, 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.




3.11 If
      the
      results of the examination pursuant to Paragraphs 3.9 and 3.10 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 Paragraph 3.1.




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 the Licensed Product 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 pursuant to 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.









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 this License Agreement upon the failure of
      Licensee to pay the Adjustment Royalty pursuant to Paragraphs 3.3 and 3.5.
      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 not have the right to cancel this License Agreement for any reason other
      than as provided for under this License Agreement.




8.7 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.




8.8 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
      and Ancillary Products 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 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.




8.9 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 will
      be
      paid to Licensor.




8.10 The
      duties and obligations of the parties pursuant to Paragraphs 3.1, 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 Product 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 Product 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 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 PRODUCT LIABILITY




11.1 Licensee
      agrees that the Licensed Product 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 Product 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 Product liability insurance in an amount commensurate with the
      risks
      connected with the production and sale of the Licensed Product 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 Product 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 Product 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
      PRODUCT**









**Licensed
                Product:**
            **_________**




























**PATENT
      RIGHTS**




Licensed
      Product _____________, US App No _________, filed _______.