**EXHIBIT
      10.1**


**AGREEMENT**




This
      Agreement dated as of November 13, 2006 (the “Agreement”) is executed by and
      between, in the first part, IOWC Technologies, Inc. (“Optionor”), a federally
      registered Canadian corporation, and in the second part, BioLargo Life
      Technologies, Inc., (“Optionee”) a California corporation.





**RECITALS**




WHEREAS,
      Optionor and Optionee are parties to an agreement dated December 31, 2005
      entitled “Marketing and Licensing Agreement” (“M&L Agreement”), which
      provides, in part, that Optionor would assign to Optionee its 20% membership
      interest (the “Membership Interest”) in BioLargo, LLC, (“BioLargo LLC”) a
      California limited liability company; and




WHEREAS,
      the parties desire to provide Optionee the option to purchase the Membership
      Interest for nominal consideration.




**AGREEMENT**




NOW
      THEREFORE, in consideration of the mutual agreements and promises set forth
      herein, the parties agree as follows:




**1.**
            **Option
                to Purchase Membership
                Interest.**




Optionor
      hereby grants to Optionee the exclusive right to purchase the Membership
      Interest at a price and under the terms and conditions set forth herein, during
      the Option Period (defined as the period of time commencing with the Effective
      Date of this Agreement, and terminating on December 31, 2013).




A. Purchase
      Price. The Membership Interest may be purchased by Optionor for one dollar
      ($1.00) at any time during the Option Period.




B Exercise
      of Option/Closing. The option granted herein shall be exercised by written
      notice of exercise of option addressed and mailed by regular mail or personal,
      postage prepaid, or by personal delivery, to Optionor prior to the expiration
      of
      the Option Period.




**2.**
            **Termination.**




This
      Agreement shall terminate concurrently with the termination of the M&L
      Agreement. In the event of such termination, the Parties shall each restore
      the
      other to the conditions they would have held had this Agreement been void from
      its inception.




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**3.**
            **Miscellaneous.**




A. Notices .




All
      notices, requests, demands and other communications (collectively, “ *Notices* ”)
      given
      pursuant to this Agreement shall be in writing, and shall be delivered by
      personal service, courier, facsimile transmission (which must be confirmed)
      or
      by United States first class, registered or certified mail, postage prepaid,
      to
      the following addresses:




TO:
            BLTI
              2603
                Main Street, Suite 1155
              Irvine,
                CA 92614
              Attn:
                PresidentTO:
            IOWC
                Technologies, Inc.
              Unit
                4, 1780 Glastonbury Blvd NW
              Edmonton,
                AB, Canada T5T 6P9





Any
      Notice, other than a Notice sent by registered or certified mail, shall be
      effective when received; a Notice sent by registered or certified mail, postage
      prepaid return receipt requested, shall be effective on the earlier of when
      received or the third day following deposit in the United States mails. Any
      party may from time to time change its address for further Notices hereunder
      by
      giving notice to the other parties in the manner prescribed in this
      Section.




B. Entire
      Agreement .




This
      Agreement contains the sole and entire agreement and understanding of the
      parties with respect to the entire subject matter of this Agreement, and any
      and
      all prior discussions, negotiations, commitments and understandings, whether
      oral or otherwise, related to the subject matter of this Agreement are hereby
      merged herein.




C. Assignment .




No
      party
      may assign this Agreement, and any attempted or purported assignment or any
      delegation of any party’s duties or obligations arising under this Agreement to
      any third party or entity shall be deemed to be null and void, and shall
      constitute a material breach by such party of its duties and obligations under
      this Agreement; *provided* that the
      Purchaser may assign its rights to purchase all or any portion of the Assets
      to
      a wholly owned subsidiary. This Agreement shall inure to the benefit of and
      be
      binding upon any successors of each party by way of merger or consolidation.




D. Waiver
      and Amendment .




No
      provision of this Agreement may be waived unless in writing signed by all the
      parties to this Agreement, and waiver of any one provision of this Agreement
      shall not be deemed to be a waiver of any other provision.  This Agreement
      may be amended only by a written agreement executed by all of the parties to
      this Agreement.




E. Governing
      Law .




This
      Agreement has been made and entered into in the State of California and shall
      be
      construed in accordance with the laws of the State of California without giving
      effect to the principles of conflicts of law thereof.




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F. Severability .




Whenever
      possible each provision of this Agreement shall be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Agreement shall be or become prohibited or invalid under applicable law, such
      provision shall be ineffective to the extent of such prohibition or invalidity
      without invalidating the remainder of such provision or the remaining provisions
      of this Agreement.




G. Captions .




The
      various captions of this Agreement are for reference only and shall not be
      considered or referred to in resolving questions of interpretation of this
      Agreement.




H. Counterparts .




This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument.




I. Costs
      and Attorneys’ Fees .




If
      any
      action, suit, arbitration or other proceeding is instituted to remedy, prevent
      or obtain relief from a default in the performance by any party to this
      Agreement of its obligations under this Agreement, the prevailing party shall
      recover all of such party’s attorneys’ fees incurred in each and every such
      action, suit, arbitration or other proceeding, including any and all appeals
      or
      petitions therefrom.  As used in this Section, attorneys’ fees shall be
      deemed to mean the full and actual costs of any legal services actually
      performed in connection with the matters involved calculated on the basis of
      the
      usual fee charged by the attorney performing such services and shall not be
      limited to “reasonable attorneys’ fees” as defined in any statute or rule of
      court.




J. Rights
      Cumulative .




No
      right
      granted to the parties under this Agreement on default or breach is intended
      to
      be in full or complete satisfaction of any damages arising out of such default
      or breach, and each and every right under this Agreement, or under any other
      document or instrument delivered hereunder, or allowed by law or equity, shall
      be cumulative and may be exercised from time to time.




K. Judicial
      Interpretation .




Should
      any provision of this Agreement require judicial interpretation, it is agreed
      that a court interpreting or construing the same shall not apply a presumption
      that the terms hereof shall be more strictly construed against any Person by
      reason of the rule of construction that a document is to be construed more
      strictly against the Person who itself or through its agent prepared the same,
      it being agreed that all parties have participated in the preparation of this
      Agreement.




L. Force
      Majeure .




If
      any
      party to this Agreement is delayed in the performance of any of its obligations
      under this Agreement or is prevented from performing any such obligations due
      to
      causes or events beyond its control, including, without limitation, acts of
      God,
      fire, flood, war, terrorism, earthquake, strike or other labor problem,
      injunction or other legal restraint, present or future law, governmental order,
      rule or regulation, then such delay or nonperformance shall be excused and
      the
      time for performance thereof shall be extended to include the period of such
      delay or nonperformance.




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M. Dispute
      Resolution .




Except
      for specific performance and other equitable relief provided for in this
      Agreement, if any controversy or claim arising out of this Agreement cannot
      be
      settled by the parties, the controversy or claim shall be submitted to and
      settled by arbitration as hereinafter provided. The parties shall endeavor
      to
      agree upon a single arbitrator (the “ *Arbitrator* ”)
      who
      shall be a retired judge provided by JAMS or equivalent organization (the
“ *Provider* ”)
      and
      who shall then try all issues, whether of fact or law, and report a finding
      or
      judgment thereon. If the parties are unable to agree upon the Arbitrator, each
      party shall provide the names of five retired judges from the Provider; then
      each party shall choose one of the names from the list proposed by the other,
      and from those two names the Arbitrator shall be selected by the flip of a
      coin.
      Prior to commencement of the arbitration proceedings, the Arbitrator shall
      make
      a full disclosure to the parties of any prior engagement by any of the parties,
      or their attorneys or law firms. Any such prior engagement shall be grounds
      for
      disqualification of the Arbitrator, and upon any such disqualification a
      substitute Arbitrator shall be selected as provided herein. The arbitration
      proceedings shall be governed by the following:




i. All
      hearings and other proceedings shall be in Orange County unless the parties
      shall mutually agree in writing to an alternative location;




ii. The
      Arbitrator shall follow and apply California law;




iii. The
      California Rules of Evidence shall apply to all proceedings;




iv. Discovery
      shall be limited to two depositions for each party and document production
      as
      allowed at the discretion of the Arbitrator within the rules of Section 1283.05
      of the California Code of Civil Procedure;




v. The
      time
      for rendering a decision after hearing shall be in accordance with the published
      practices of the Provider;




vi. Provisional
      remedies shall be available to the parties to the arbitration in accordance
      with
      Section 1281.8 of the California Code of Civil Procedure; and




vii. The
      Purchaser and the Seller shall initially bear the arbitration fees equally; *provided* , *however* ,
      the
      prevailing party shall be entitled to recover its contribution for such fees
      as
      an item of recoverable costs in addition to all other costs.




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IN
      WITNESS WHEREOF, the parties have executed this Asset Purchase Agreement as
      of
      the date set forth above.




BioLargo
                Life Technologies, Inc.
              
              /s/Dennis
                Calvert
            
            IOWC
                Technologies, Inc.
              
              /s/Kenneth
                R. CodeBy:
                Dennis Calvert
              Title:
                President
              Dated
                Signed: November 12, 2006
            
            By:
                Kenneth R. Code
              Title:
                President
              Dated
                Signed: November 11, 2006




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