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| 25th      day of June 2007                                                                                                                                                                                                                                                                                                                                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                  |   | GLOBAL      GREEN SOLUTIONS INC. |
|                                                                                                                                                                                                                                                                                                                                                                  |   | Suite      1010 -789 West Pender Street |
|                                                                                                                                                                                                                                                                                                                                                                  |   | Vancouver,      BC V6C 1H27 | (Hereafter      known as "GGRN") |
|                                                                                                                                                                                                                                                                                                                                                                  |
| AND                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                  |   | VALCENT      PRODUCTS INC. |
|                                                                                                                                                                                                                                                                                                                                                                  |   | Suite      1010 - 789 West Pender Street |
|                                                                                                                                                                                                                                                                                                                                                                  |   | Vancouver,      BC V6C 1H2 | (Hereafter      known as "VPI") |
|                                                                                                                                                                                                                                                                                                                                                                  |
| AND                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                  |   | PAGIC      LP |
|                                                                                                                                                                                                                                                                                                                                                                  |   | (Formerly      MK Enterprises LLC) |
|                                                                                                                                                                                                                                                                                                                                                                  |   | 1057      Doniphan Park Circle |
|                                                                                                                                                                                                                                                                                                                                                                  |   | Suite      H El Paso Texas 79922 | (Hereafter      known as "PG") |
|                                                                                                                                                                                                                                                                                                                                                                  |
| AND                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                  |   | WEST      PEAK VENTURES OF CANADA LTD. |
|                                                                                                                                                                                                                                                                                                                                                                  |   | Suite      1010 - 789 West Pender Street |
|                                                                                                                                                                                                                                                                                                                                                                  |   | Vancouver,      BC V6C 1112 | (Hereafter      known as "WPV") |
|                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                  |
| STAKEHOLDERS      LETTER of AGREEMENT                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                  |
| DEVELOPMENT      and COMMERCIAL EXPLOITATION                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                  |
| ALGAE      BIOMASS PRODUCTION TECHNOLOGIES                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                  |
| Whereas      the respective parties have agreed to jointly participate in the      development of the intellectual property. know-how, confidential      processes, modifications and derivative works and commercialization      thereof arising out of patents pending for the development of an Algae      Biomass Production Technologies known as "Vertigro";and |
|                                                                                                                                                                                                                                                                                                                                                                  |
| Therefore,      this "Letter of Agreement" will be the basis for a "License Agreement"      between Pagic LP (Licensor) and a Joint Venture (Licensee) comprising      Global Green Solutions Inc. and Valcent Products inc. (Venture Parties)      which shall be the governing documents for their participation in the      Venture; and                           |

| The      Parties agree the definitive Venture Agreement which shall include an      Operating Agreement and the License Agreement will be signed on or before      the last day of July 2007 which shall include amongst other things. the      basic terms of this Letter of Agreement as follows; |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                |
| Note:      Where further work is required on a subject the (TBA) nomenclature      means "To Be Advised      and/ or Agreed"                                                                                                                                                                        |

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| Vertigro      Algae TechnologiesStakeholders      Letter of Agreement                                                                                                                                                                                                                                                                                  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                   |
| 1)                                                                                                                                                                                                                                                                                                                                                     | Venture      Name: |
|                                                                                                                                                                                                                                                                                                                                                   |
| Vertigro      Algae Technologies, [Venture].                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                   |
| 2)                                                                                                                                                                                                                                                                                                                                                     | Form      of Venture |
|                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                   | a) | Legal      Joint Venture [JV] |
|                                                                                                                                                                                                                                                                                                                                                   | b) | Country      of domicile (TBA) |
|                                                                                                                                                                                                                                                                                                                                                   |
| 3)                                                                                                                                                                                                                                                                                                                                                     | Venture      Stakeholders |
|                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                   | a) | Global      Green Solutions lnc [GGRN]. |
|                                                                                                                                                                                                                                                                                                                                                   | b) | Valcent      Products Inc. [VPI]. |
|                                                                                                                                                                                                                                                                                                                                                   | c) | Pagic      LP [PG]. |
|                                                                                                                                                                                                                                                                                                                                                   | d) | West      Peak Ventures of Canada LTD. [WPV]. |
|                                                                                                                                                                                                                                                                                                                                                   |
| 4)                                                                                                                                                                                                                                                                                                                                                     | Venture      Stakeholders Interests |
|                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                   | a) | Venture      Equity Interest and Net Profit Distribution: |
|                                                                                                                                                                                                                                                                                                                                                   |   | i) | GGRN      50%. |
|                                                                                                                                                                                                                                                                                                                                                   |   | ii) | VPI      50%. |
|                                                                                                                                                                                                                                                                                                                                                   | b) | Venture      License Royalty Interest and Distribution |
|                                                                                                                                                                                                                                                                                                                                                   |   | i) | PG      67%. |
|                                                                                                                                                                                                                                                                                                                                                   |   | ii) | WPV      33%. |
|                                                                                                                                                                                                                                                                                                                                                   |
| 5)                                                                                                                                                                                                                                                                                                                                                     | Technology      Intellectual Property and License Royalty Owners |
|                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                   | a) | Intellectual      Property (IP) is owned by PG. |
|                                                                                                                                                                                                                                                                                                                                                   | b) | License      Royalties are owned 67% by PG and 33% by WPV. |
|                                                                                                                                                                                                                                                                                                                                                   |
| 6)                        Venture Technology                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                   |
| The      Venture Technology shall comprise a high yield technology and any      subsequently related technologies for the commercial scale production of      Algae Based Biomass for all industrial commercial and retail applications      including but not limited to bio-fuel food and health pharmaceutical,      animal and agricultural feeds. |

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| Vertigro      Algae TechnologiesStakeholders      Letter of Agreement                                                                                                                                                                                                        |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                         |
| 7)                                                                                                                                                                                                                                                                           | Venture      Management Committee |
|                                                                                                                                                                                                                                                                         |
| The      Venture Management Committee (acting as a Board of Directors) shall be      composed of four (4) Committee Members, two (2) of whom shall be nominated      by GGRN and one (1) of whom shall be nominated by VPI and one (I) of whom      will be nominated by PG. |
|                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                         | a) | The      Venture Management Committee shall meet quarterly during the first      operational year of the Venture and thereafter a minimum of twice per      year. |
|                                                                                                                                                                                                                                                                         | b) | Venture      shall appoint the Chairman of the Management Committee to serve on an      annual basis. The Chairman shall chair Committee meetings but will not      have any casting vote rights in the case of an impasse. |
|                                                                                                                                                                                                                                                                         | c) | The      quorum at a meeting of the Management Committee shall be three (3)      Members. |
|                                                                                                                                                                                                                                                                         | d) | Each      Member will have one (1) vote. |
|                                                                                                                                                                                                                                                                         | e) | In      the event of an impasse which cannot be resolved by the Management      Committee, GGRN shall have the deciding vote on operational matters and PG      the deciding vote on Venture Licensed Technology  matters. |
|                                                                                                                                                                                                                                                                         | f) | The      following matters shall require the affirmative vote of all members of the      Management Committee; |
|                                                                                                                                                                                                                                                                         |   | i) | any      amendment of the Ventures Head Agreement. |
|                                                                                                                                                                                                                                                                         |   | ii) | the      Venture ' s      dissolution, liquidation or winding up. |
|                                                                                                                                                                                                                                                                         |   | iii) | any      acquisition, merger, consolidation, share exchange, reorganization,      recapitalization or other similar extraordinary transaction involving the      Venture; or the sale or other disposition of all or substantially all of      the property or assets of the Venture or Licensed    Technology. |
|                                                                                                                                                                                                                                                                         | g) | In      the event of an impasse regarding the affirmative vote of all members of      the Management Committee they shall consult to resolve the matter in good      faith with a final arbitration pursued in Vancouver. British Columbia.      Canada pursuant to existing arbitration rules. |
|                                                                                                                                                                                                                                                                         |
| 8)                                                                                                                                                                                                                                                                           | Venture      Stakeholder Initial and Subsequent Capital Investments |
|                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                         | a) | GGRN:      US$3,000,000 initial startup loan capital to the Venture and, Venture      operational management, sales, marketing, program and contract management,      commercialization know-how and expertise. |
|                                                                                                                                                                                                                                                                         | b) | VPI:      Vertigro commercialization rights as granted by PG and assigned to the      Venture as well as its share in ongoing Venture    expenditures. |
|                                                                                                                                                                                                                                                                         | c) | Subsequent      Capital Investment in the Venture after expenditure of GGRN initial      startup loan capital as per Stakeholder Equity Interests of $3,000, 000      which includes the Venture loan to PG for the Research Facility shall be      funded equally by GGRN and VPI. |
|                                                                                                                                                                                                                                                                         | d) | On      the basis of cost and deemed contribution of up to $3,000,000 if either      party fails to meet the subsequent investment approved by the Management      Committee, their equity percentage (%) will be diluted pro-rata in      accordance with a (TBA)      formula. |
|                                                                                                                                                                                                                                                                         | e) | In      the event that either party's interest in the Venture falls below ten      percent (10%) a buy out will be automatically triggered in accordance with      a (TBA)      formula. |

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| Vertigro      Algae TechnologiesStakeholders      Letter of Agreement                                                                                                                                                                                                                     |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                      |
| 9)                                                                                                                                                                                                                                                                                        | Venture      Managing and Operator Partner |
|                                                                                                                                                                                                                                                                                      |   |   |
|                                                                                                                                                                                                                                                                                      | a) | GGRN      shall operate the Venture on behalf of the Venture including but not      limited to: |
|                                                                                                                                                                                                                                                                                      |   | i) | Venture      management, legal and contract management, financial management and      reporting, technology budget and schedule, program and project management,      technology. |
|                                                                                                                                                                                                                                                                                      |   | ii) | commercialization,      business development, joint ventures, partnerships and all sales and      marketing channels to the market, technology manufacturing and project      delivery operations, customer support operations and after sales      services. |
|                                                                                                                                                                                                                                                                                      | b) | Venture      management and operator fees and expenses to GGRN shall be approved by the      Management Committee before July 31. 2007. The Management Committee shall      approve an Operating Agreement which shall also address accounting and tax      matters. |
|                                                                                                                                                                                                                                                                                      |
| 10)                Venture      Technology Commercialization                                                                                                                                              |
|                                                                                                                                                                                                                                                                                      |
| PG      and VPI shall provide to GGRN the exclusive world rights (excluding      Nevada, Ghana and Malawi) to the sales and marketing and commercialization      of the Venture Technology for all industrial, commercial, retail and      consumer applications, solutions and products. |
|                                                                                                                                                                                                                                                                                      |
| 11)                     Venture Technology Package                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                      |   |   |
|                                                                                                                                                                                                                                                                                      | a) | The      Venture Technology Package mandatory to customers, is planned to include      the project technology license, algae. bioreactors, harvesting, oil      extraction, algae health analysis and monitoring and control systems, all      other proprietary custom designed systems as may be required, design,      engineering, operating and maintenance documentation, warranty and      installation, commissioning, start-up support services. |
|                                                                                                                                                                                                                                                                                      | b) | The      Venture Operational Support Package mandatory to customers, is planned to      include an annual operating license, replacement bioreactors, extended      warranty, remote monitoring and operational support    services. |
|                                                                                                                                                                                                                                                                                      |
| 12)                     Venture Sales Model                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                      |   |   |
|                                                                                                                                                                                                                                                                                      | a) | On      receipt of sufficient analytical data from the pilot plant as well as      analysis of the customer requirements and general market data, the      Management Committee shall review the Operator's recommendations as to how      to commercialize the technology. |
|                                                                                                                                                                                                                                                                                      | b) | On      receipt of the data from the pilot plant, the Operator shall propose a      program to the Management Committee to enable a commercial exploitation of      the Venture Technology by December 31, 2007. |
|                                                                                                                                                                                                                                                                                      |
| 13)                Commercialization      Trademark                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                      |   |   |
|                                                                                                                                                                                                                                                                                      | a) | GGRN      shall market the Vertigro Technologies using the Venture trademark name of      "Vertigro". |
|                                                                                                                                                                                                                                                                                      | b) | Other      derivations of the trademark may be developed by the Venture in the      future. The Venture shall trademark the name  "Vertigro". |

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| Vertigro      Algae TechnologiesStakeholders      Letter of Agreement                                                                       |
|---------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                        |
| 14)                     Venture Partner                          |
|                                                                                                                                        |
|                                                                                                                                        | a) | VPI      currently has an exclusive world wide rights (excluding Nevada. Ghana and      Malawi) to the manufacture, market, promote, develop, sell and distribute      the PG Technology. (Known as the Pagic/WPV License    Agreement). |
|                                                                                                                                        | b) | PG.      WPV and VPI undertake that the agreement dated (TBA) shall be in good      standing prior to July 31. 2007 and have also agreed to fully assign to      the Venture the rights to the "Vertigro" Algae Biomass      Technology. |
|                                                                                                                                        | c) | The      Venture Operator shall manage the "Vertigro" Algae Biomass Technology      License and License Royalties Contract directly with    PG/WPV. |
|                                                                                                                                        | d) | Other      "non - Vertigro" Technology Royalties and other financial payments due      under the existing agreement between PG, WPV and VPI shall be at the sole      liability of VP1. |
|                                                                                                                                        | e) | The      terms of the existing agreement between PG, WPV and VPI shall be modified      to conform to the "Venture Stakeholder" Agreement and "License Agreement"      prior to July 31. 2007. |
|                                                                                                                                        | f) | VPI      will become a 50% Venture Partner subject to the above being fulfilled      before July 3lst, 2007. |
|                                                                                                                                        |
| 15)                     Venture Research and Technology Provider |
|                                                                                                                                        |
|                                                                                                                                        | a) | PG      is the Research and Technology Provider for all "Vertigro" algae-biomass      based applications. (known as the Venture Technology). |
|                                                                                                                                        | b) | PG      shall insure its Intellectual Property (IP) protection of the Venture      Technology remains in good standing and any potential infringement is      dealt with. |
|                                                                                                                                        | c) | The      Venture operator shall have the right to put PG or its assigns on "Notice      of Default" if any of the following events occur. |
|                                                                                                                                        |   | i) | cost      over runs not prior approved by the Venture. |
|                                                                                                                                        |   | ii) | delays      in completing research and development tasks against delivery schedules      agreed with the Venture. |
|                                                                                                                                        |   | iii) | delays      in delivering the Venture technology or technical know-how and support in      a timely manner during the commercialization stages of the      technology. |
|                                                                                                                                        | d) | If      PG has failed to rectify within 30 days the Default notified in writing by      the Venture under a "Notice of Default'", then the Venture shall have the      right of access to the Technology, Engineering Data, Raw Data, and any      other information it may require to cure the "Default". |
|                                                                                                                                        | e) | The      Venture Operator shall have the right to put PG or its assigns on "Notice      of Terminal Default" if any of the following events  occur. |
|                                                                                                                                        |   | i) | fails      to keep the IP free and clear of liens or encumbrances. |
|                                                                                                                                        |   | ii) | becomes      insolvent or a bankrupt entity. |
|                                                                                                                                        |   | iii) | protection      of IP is not kept in good standing. |
|                                                                                                                                        | f) | In      the case of a "Terminal Default" by PG, the Venture shall have the right      to assume title to the "Venture Technologies" if PG does not propose an      acceptable remedy to the default notice within 14 days of receipt of      "Terminal Default" notice. |

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| Vertigro      Algae TechnologiesStakeholders      Letter of Agreement                                                                                  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                   |
| 15)                     Venture Research and Technology Provider(continued) |
|                                                                                                                                                   |
|                                                                                                                                                   | g) | In      the case a disputed "Default" or Terminal Default event both parties have      the right to "Resolution through Arbitration" . |
|                                                                                                                                                   | h) | PG      and VPI shall deliver the Commercialization Rights to the Venture before      July 31st, 2007. |
|                                                                                                                                                   | i) | PG      shall use best efforts in the research and development of the Venture      Technology' in order to complete a working development prototype (farming,      harvesting and extraction) on or before October 30.  2007. |
|                                                                                                                                                   | j) | PG      shall provide the non-exclusive services of Malcolm Glen Kertz (the      Venture Technology Inventor) to the Venture to provide research services,      technology support and know-how on a need to basis during the research,      development and initial commercialization phase. |
|                                                                                                                                                   | k) | In      the event of the inability of PG to carry out further work on the      "Vertigro Technology", full and unencumbered access to the following is      required to enable the Venture operations to proceed without delay      including; |
|                                                                                                                                                   |   | i) | notes,      data. sketches, drawings. research, formulas. trade secrets, processes,      laboratory notebooks, research memoranda, reference materials, prototypes,      know-how and any other item of whatever form that in any way embodies the      research program and technology contemplated herebyand: |
|                                                                                                                                                   |   | ii) | all      ongoing process and research and development programs and      experiments. |
|                                                                                                                                                   |
| 16)                Venture      Term and Termination                   |
|                                                                                                                                                   |
| The      Venture shall extend automatically until one or more of the following      termination events are invoked;                                    |
|                                                                                                                                                   |
|                                                                                                                                                   | a) | the      insolvency or bankruptcy of either of the Venture  partners. |
|                                                                                                                                                   | b) | failure      of the Venture to distribute License Royalty payments to    PG. |
|                                                                                                                                                   | c) | voluntary      winding up of the Venture under the direction of the Management      Committee. |
|                                                                                                                                                   | d) | GGRN      fails to fund the Venture initial capital loan in an amount of up to      $3,000,000. |
|                                                                                                                                                   | e) | a      Terminal Default by PG. |
|                                                                                                                                                   | f) | the      Venture fails to meet the Commercialization Revenue targets      (TBA). |
|                                                                                                                                                   | g) | any      venture partners interest falls below a 10% venture    interest. |
|                                                                                                                                                   |
| 17)                     Venture Financial Reporting                         |
|                                                                                                                                                   |
|                                                                                                                                                   | a) | The      Venture Operator is required to provide audited financial reports and      statements to the Venture to its reasonable  satisfaction. |
|                                                                                                                                                   | b) | The      Venture financial reporting shall be in accordance with US GAAP standard      accounting practices. |

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| Vertigro      Algae TechnologiesStakeholders      Letter of Agreement                                                                                  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                   |
| 18)                     Venture Facility Location                           |
|                                                                                                                                                   |   |   |
|                                                                                                                                                   | a) | The      Venture Facility will be initially located at 401 W. Vinton Road, Anthony,      TX 79821 [the "Facility'']. |
|                                                                                                                                                   | b) | The      Venture Facility ground is owned by the Venture |
|                                                                                                                                                   | c) | PG      shall be a tenant at the Venture facility location at a nominal cost of      $100 per annum with the terms and conditions to be  agreed. |
|                                                                                                                                                   |
| 19)                     Venture Business Plan                               |
|                                                                                                                                                   |
| The      Management Committee needs to unanimously approve the Research.      Development and Commercialization Business Plan.                         |
|                                                                                                                                                   |
| 20)                Development      Plant Facility                     |
|                                                                                                                                                   |   |   |
|                                                                                                                                                   | a) | The      Venture will invest in. own and operate the Development Plant      Facility. |
|                                                                                                                                                   | b) | The      Development Plant Facility is to be built at the Venture Facility      location. |
|                                                                                                                                                   | c) | The      Development Plant Facility will include the Development Plant greenhouses,      related utility buildings, and storage areas. |
|                                                                                                                                                   | d) | The      Venture shall be responsible for the upkeep and maintenance of the      Development Plant Facility. |
|                                                                                                                                                   |
| 21)                     Commercial Pilot Plant Facility                     |
|                                                                                                                                                   |   |   |
|                                                                                                                                                   | a) | The      Venture will invest in, own and operate a Commercial Scale Pilot Plant      Facility. |
|                                                                                                                                                   | b) | The      Pilot Plant Facility (not exceeding two (2) acres) is to be built at the      Venture Facility location. |
|                                                                                                                                                   | c) | The      Commercial Pilot Plant Facility is planned to include, production plant      greenhouses, utility buildings, office and storage  areas. |
|                                                                                                                                                   | d) | The      Venture shall be responsible for the upkeep and maintenance of the      Commercial Pilot Plant Facility. |
|                                                                                                                                                   | e) | Pagic      shall have a first right of refusal if the Venture elects to sell part or      all of its development or commercial pilot plant facility unless the      Venture is selling the same to an associated entity which will be defined      as common interest of more than 20%. |
|                                                                                                                                                   |
| 22)                     Option top Sell the Research Facility and all lands |
|                                                                                                                                                   |   |   |
|                                                                                                                                                   | a) | The      Research Facility is located within the Venture  Facility. |
|                                                                                                                                                   | b) | The      Venture agrees to sell the Research Facility comprising laboratory,      offices, accommodation. non-Vertigro Development greenhouses, plant and      machinery, perimeter fence. access control and security system as well as      all the lands to PG and its partners for an amount equal to the total      capital investment cost including Venture and third party services costs      invested by the Venture in the Research Facility by granting PG an option      to purchase at the same cost plus a simple annual interest rate of 6% per      annum for a term of four (4) years from the date of signing the Venture      Agreement. |

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| Vertigro      Algae TechnologiesStakeholders      Letter of Agreement                                                                                             |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                              |
| 22)                     Option top Sell the Research Facility and all Lands(continued) |
|                                                                                                                                                              |   |   |
|                                                                                                                                                              | c) | The      Venture Development Plant and Commercial Pilot Plant facilities purchased      by the Venture shall not form part of the Research Facility option      agreement. |
|                                                                                                                                                              | d) | On      exercising the option both parties agree that a long term lease will then      be in effect whereby the Venture shall lease land from PG for the      Development Plant and Commercial Pilot Plantfacilities. |
|                                                                                                                                                              | e) | PG      including their assigns or successors, will grant the Venture, a right of      first offer to acquire all or part of the Research Facility and or the      lands. |
|                                                                                                                                                              | f) | The      Venture will grant the PG, a right of first offer to acquire all or part      of the Development Plant and Commercial Pilot Plant      Facilities. |
|                                                                                                                                                              | g) | PG,      including their assigns or successors and the Venture has the right of      assignment to an associated entity or company where common ownership is      greater than or equal to twenty percent (20%) |
|                                                                                                                                                              |
| 23)                     Research Laboratory Services                                   |
|                                                                                                                                                              |   |   |
|                                                                                                                                                              | a) | PG      shall provide to the Venture on a need-to basis all Research and      Laboratory work in support of the Venture Technology Package as determined      by the Venture. |
|                                                                                                                                                              | b) | The      Venture shall authorize all work to be carried out by PG on behalf of the      Venture |
|                                                                                                                                                              | c) | Venture      Technology research and development fees, costs and expenses of PG shall      be approved by the Venture before July 31, 2007. The Management Committee      shall approve a research and development plan and budget for the      commercialization phase. |
|                                                                                                                                                              |
| 24)                     Technology License Royalty - Vertigro Biofuel  Applications    |
|                                                                                                                                                              |   |   |
|                                                                                                                                                              | a) | A      Royalty of 4.5% of the Venture Customers Gross Revenue for the use of the      Venture Technology in the production of Algae Based Biomass for bio-fuel      feedstock applications is due and payable on a project by project basis by      the Venture to the Royalty Interest Owners. |
|                                                                                                                                                              | b) | The      Royalty will be calculated on a basis of (TBA) US cents per US      gallon per year production volumes which is intended to equate to a 4.5%      royalty as defined (Clause 24.a) and to be paid subsequent to a      satisfactory operating period. |
|                                                                                                                                                              | c) | The      4.5% Royalty is based on the `'Venture Technology" delivering the      projected high commercial production volumes (yields) of high quality      biomass product per acre per year and the Royalty Interest Owners      acknowledge that if the 4.5% royalty causes the project opportunity with      the customer to be un-economic or non-competitive or non-commercial, then,      in good faith, they as well as the Venture will negotiate other reasonable      terms in an attempt to rectify the same. |
|                                                                                                                                                         |
| 25)                Technology      License Royalty -- Other Vertigro Applications |
|                                                                                                                                                              |   |   |
|                                                                                                                                                              | a) | A      Royalty of 4.5% of the Venture Customers Gross Revenue for the use of the      Venture Technology for the production of Algae Based Biomass for other      applications is due and payable on a project by project basis by the      Venture to the Royalty Interest owners. |
|                                                                                                                                                              | b) | The      Royalty will be calculated on a basis of (TBA) US cents per US      gallon per year production volumes intended to equal 4.5% as defined      (Clause 24.a) and following satisfactory operation (TBA) of the Venture      Technology in the previous (TBA) operating      period. |

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| 25)                     Technology License Royalty - Other Vertigro Applications(continued)                                                                    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                      |   |   |
|                                                                                                                                                                                                                                      | c) | The      4.5% Royalty is based on the "Venture Technology" delivering the projected      high commercial production volumes (yields) of high quality biomass      product per acre per year and the Royalty Interest Owners acknowledge that      if the 4.5% royalty causes the project opportunity with the customer to be      un-economic or non-competitive or non-commercial, then, in good faith,      they as well as the Venture will negotiate other reasonable terms in an      attempt to rectify the same. |
|                                                                                                                                                                                                                                      |
| 26)                Technology      License Royalty - Non-Vertigo Technology                                                                               |
|                                                                                                                                                                                                                                      |   |   |
|                                                                                                                                                                                                                                      | a) | Other      non-Vertigro Technology developed by PG or VPI during the initial two year      operating period of the Venture is to be offered to the Venture on a right      of first offer basis |
|                                                                                                                                                                                                                                      | b) | After      the initial two (2) year operating period of the Venture, PG or VPI is      free to offer non-Vertigro Technologies to the Venture and any other third      party. |
|                                                                                                                                                                                                                                      |
| 27)                Voluntary      Sale of Venture Technology License Royalty Interest                                                                     |
|                                                                                                                                                                                                                                      |   |   |
|                                                                                                                                                                                                                                      | a) | PG      including their assigns or successors, will grant the Venture, a right of      first offer basis to acquire part or all of the License      Royalty. |
|                                                                                                                                                                                                                                      | b) | The      License Royalty defined in this agreement is not transferable by PG/WPV to      a third party during the term of the Venture without the consent of the      Venture which will not be unreasonably withheld except in the case of a      proposed sale to a current competitor or existing  customer. |
|                                                                                                                                                                                                                                      |
| 28)                     Voluntary Sale of Venture Technology Intellectual  Property                                                                            |
|                                                                                                                                                                                                                                      |   |   |
|                                                                                                                                                                                                                                      | a) | PG      including their assigns or successors, will grant the Venture, a right of      first offer to acquire part or all of the "Vertigro Technology"      Intellectual Property. |
|                                                                                                                                                                                                                                      | b) | The      "Vertigro Technology" Intellectual Property defined in this agreement is      not transferable by PG to a third party during the term of the Venture      without the consent of the Venture which will not unreasonably be withheld      except in the case of a proposed sale to an existing competitor or      existing customer. |
|                                                                                                                                                                                                                                      |
| 29)                     Arbitration                                                                                                                            |
|                                                                                                                                                                                                                                      |
| In      the event of an impasse on any matter which cannot be resolved by the      parties, final arbitration shall be pursued in Vancouver, British      Columbia, Canada pursuant to the laws of the Province of British      Columbia. |

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| GLOBAL      GREEN SOLUTIONS INC. |                   | VALCENT      PRODUCTS INC.             |
|----------------------------------|------------------------|----------------------------------------|
|                             |                   |                                   |
| Signed:                          | /s/ DOUG FRATER        |                                   | Signed: | /s/ GEORGE ORR |
| Name:                            | Doug      Frater       |                                   | Name: | George      Orr |
| Title:                           | President      and CEO |                                   | Title: | Director |
|                             |
| PAGIC LP                         |                   | WEST      PEAK VENTURES OF CANADA LTD. |
|                             |                   |                                   |
| Signed:                          | /s/ M. GLEN KERTZ      |                                   | Signed: | /s/ T BROCK |
| Name:                            | M.      Glen Kertz     |                                   | Name: | T.      Brock |
| Title:                           | President      and CEO |                                   | Title: | Director |

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