**Exhibit
        4(a)(iv)**
  MK-KERTZ
 CONSULTING
        AGREEMENT
  THIS
        AGREEMENT, effective _____________, 2005 (“Effective Date”), by and between MK
        Enterprises LLC, a Nevada corporation, having a place of business at 1300
        Clay
        Street, Winfield, Louisiana 71483 (the “Company”), and Malcolm Glen Kertz,
        residing at 6476 Calle Del Sol, El Paso, Texas 79912 (“Consultant”), evidences
        that in consideration of the mutual covenants and agreements contained herein,
        Company agrees to engage Consultant and Consultant accepts such engagement
        for
        the term and upon the terms and conditions hereinafter set forth.
  1.
              CONSULTATION
  (a) During
        the term of this Agreement, Consultant will serve as a management and technical
        consultant to the Company for the development of new and improved products
        for
        commercialization and sale. All services by the Consultant shall be under
        the
        direction of the Board of Directors of the Company or such person as designated
        by the Board of Directors.
  (b) Consultant
        understands that for at least the first year of this Agreement, he will be
        providing services to Valcent Products, Inc. on behalf of MK and Consultant
        agrees to provide such services as set forth in the VALCENT-MK-KERTZ Consulting
        Agreement.
  (c) After
        the
        Effective Date of this Agreement, Consultant agrees to devote at least forty
        (40) hours per week, or for a lesser period as may be determined by the Board
        of
        Directors, to the services required hereunder. Consultant agrees to devote
        all
        reasonable working time, attention and energy to the affairs of the Company;
        to
        diligently and to the best of his ability perform all duties incident to
        his
        engagement hereunder; and to use his best efforts to promote the interests
        of
        the Company.
  2.
              COMPENSATION
                  AND EXPENSES
  (a) Company
        shall pay Consultant a consulting fee in the amount of $156,000 per year
        or as
        otherwise determined by the Board of Directors; such fee to be made payable
        monthly to Consultant in advance the first day of each month.
  (b) Company
        shall reimburse Consultant for all prior approved, direct out-of-pocket expenses
        incurred by Consultant in the performance of his responsibilities hereunder,
        which expenses shall be reasonably incurred, properly accounted for to the
        Company and shall be approved by the chief executive officer or Board of
        the
        Company.
  (c) Upon
        signing this Agreement, Company agrees to pay Consultant a one time relocation
        fee of $8,000 to relocate to El Paso, Texas.
  3.
              TERM
  The
        term
        of this Agreement shall begin on the Effective Date hereof for a period of
        one
        year. Upon the expiration of the initial year, this Agreement shall be extended
        for successive one year terms subject to paragraph 4 below.
  
  4.
              TERMINATION
  After
        the
        initial year, either party hereto may terminate this Agreement with or without
        cause, such termination shall be effective ninety (90) days after written
        notice
        of such termination.
  5.
              INVENTIONS
  (a) Consultant
        will promptly disclose in writing to the Company all inventions, discoveries,
        developments, improvements, and innovations (“Inventions”), whether patentable
        or not, conceived or made by him, either solely or in concert with others,
        during the term of this Agreement, including, but not limited to, any period
        prior to the date of this Agreement, whether or not made or conceived during
        working hours, which relate to the development of new and improved products
        or
        relate to research activities of the Company or result from the Consultant’s use
        of the Company’s time, material or facilities, and that all such Inventions
        shall be the exclusive property of the Company.
  (b) Company
        hereby assigns to Consultant its entire right, title, and interest to all
        such
        Inventions which are the property of Consultant under the provisions of
        paragraph 5(a) of this Agreement and that the Company will, at Consultant’s
        request, execute specific assignments to any such Inventions and execute,
        acknowledge and deliver such other documents and take such further action
        as may
        be considered necessary by Consultant during or subsequent to the term of
        this
        Agreement to obtain and defend Letters Patent in any and all countries and
        to
        vest title in such Inventions in Consultant or his assigns.
  (c) Any
        invention disclosed by the Consultant to a third person or described in a
        patent
        application filed by the Consultant or in his behalf relating to the development
        of new and improved products shall be presumed to have been conceived or
        made
        during the term of this Agreement unless proved to have been conceived or
        made
        following the termination of employment with the Company.
  (d) Consultant
        hereby grants to Company an exclusive right and license to his Inventions
        under
        the provisions of paragraph 5(a) of this Agreement as set forth in an Invention
        License Agreement executed concurrently herewith.
  6.
              CONFIDENTIALITY
  (a) Consultant
        shall not, during or at any time after the termination of this Agreement,
        use
        for himself or others or divulge or convey to others any secret or confidential
        information, knowledge or data of the Company or that of third parties obtained
        by him during the period of this Agreement, and such information, knowledge
        or
        data includes but is not limited to secret or confidential matters,
  (i) of
        a
        technical nature, such as, but not limited to, methods, know-how, formulas,
        compositions, processes, discoveries, machines, inventions, computer programs
        and similar items or research projects;
  (ii) of
        a
        business nature, such as, but not limited to, information about costs,
        purchasing, profits, market, sales, well data and other information or lists
        of
        customers or suppliers; and
  (iii) pertaining
        to
        future developments, such as, but not limited to, research and development
        or
        future marketing or merchandising.
  
  (b) Upon
        termination of this Agreement, or at any other time at the Company’s request,
        the Consultant agrees to deliver promptly to the Company all drawings,
        blueprints, logs, manuals, letters, notes, reports, sketches, formulas and
        similar items and all copies thereof relating in any way to the Company’s
        business and in any way obtained by the Consultant during the period of this
        Agreement which are in his possession or under his control.
  7.
              NONCOMPETITION
                  AND OTHER RESTRICTIVE COVENANTS
  (a) Consultant
        agrees that at all times during the term of this Agreement and for six months
        following its termination, he will not, within any state in which the Company
        has operations, as principal, agent, partner, employee, consultant, distributor,
        dealer, contractor, broker or trustee, or through the agency of any corporation,
        partnership, association, or agent or agency, engage directly or indirectly,
        in
        the business of the Company, and shall not be the owner of the outstanding
        capital stock of any corporation, other than the Company, which conducts
        a
        business of the development of new and improved products, within the territory
        described above, provided, however, that Consultant may own up to Ten Percent
        (10%) of the outstanding stock of any publicly traded corporation regardless
        of
        its business so long as he has no other relationships with such
        corporation.
  (b) Consultant
        further agrees that for a period of six months after the termination of this
        Agreement, he will not directly or indirectly (i) induce any customers or
        suppliers of the Company to patronize any business which competes with the
        Company; (ii) canvas, solicit or accept any similar business from any customer
        or supplier of the Company; (iii) directly or indirectly request or advise
        any
        customers or suppliers of the Company to withdraw, curtail, or cancel such
        customer’s or supplier’s business with the Company; or (iv) directly or
        indirectly disclose to any other person, firm or corporation the names and
        addresses of any of the customers or suppliers of the Company.
  (c) If
        the
        provisions of this section are violated, in whole or in part, the Company
        shall
        be entitled, upon application to any court of proper jurisdiction, to restrain
        and enjoin Consultant from such violation without prejudice to any other
        remedies the Company may have at law or in equity.
  8.
              TAXES
  This
        Agreement does not create an employer/employee relationship. Consultant shall
        be
        responsible for the payment of all withholding, self-employment, social security
        or other taxes attributable to all compensation paid hereunder by Company,
        and
        Consultant agrees to hold the Company harmless from any such
        charges.
  9.
              BINDING
                  EFFECT
  This
        Agreement shall be binding upon and inure to the benefit of any organization
        that succeeds to substantially all of the assets and business of the Company,
        and the term “Company” however used herein shall mean and include any such
        organization after such succession. This Agreement and all rights and
        obligations hereunder are personal to the Consultant and may not be assigned,
        transferred, alienated or hypothecated by him.
  10.
              MISCELLANEOUS
  (a) This
        Agreement may not be amended except by written agreement signed and delivered
        by
        the parties hereto.
  (b) The
        interpretation and construction of this Agreement shall be governed by the
        laws
        of the State of Texas.
  
  (c) All
        notices and communications given pursuant hereto shall be in writing and
        shall
        be deemed to have been duly given if mailed by certified mail, return receipt
        requested:
  (i) if
        to the
        Company, directed to the chief executive officer at the Company’s
        offices;
  (ii) if
        to the
        Consultant, directed to him at 6476
        Calle Del Sol, El Paso, Texas 79912 .
  Either
        party may change the address to which such notices and communications shall
        be
        sent by written notice to the other party.
  IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        day
        and year first written above.
   “COMPANY”:
        MK ENTERPRISES LLC
   BY:_________________________________
 Perry
        A.
        Martin, President
    “CONSULTANT”:
        Malcolm Glen Kertz
   ____________________________________
 Malcolm
        Glen Kertz