exhibit_4-16.htm


    
      

    

    Exhibit
4.16

     

    Vertigro
Algae Technologies

    Stakeholders
Letter of Agreement

     

    


    
      	
              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"

            


    

    



    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
      	
              Vertigro
      Algae Technologies

              Stakeholders
      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.

            


    

     

    


     

    


     

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	
              Vertigro
      Algae Technologies

              Stakeholders
      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.

            


    

     

     

     

    
 


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
              Vertigro
      Algae Technologies

              Stakeholders
      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".

            


    

     

    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
              Vertigro
      Algae Technologies

              Stakeholders
      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.

            


    

     

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              Vertigro
      Algae Technologies

              Stakeholders
      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 hereby
and:

            
	 
      	 
      	
              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.

            


    

     

    



    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
              Vertigro
      Algae Technologies

              Stakeholders
      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.

            


    

     

    



    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
              Vertigro
      Algae Technologies

              Stakeholders
      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 Plant
facilities.

            
	 
      	
              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.

            


    

     

    



    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    Vertigro
Algae Technologies

    Stakeholders
Letter of Agreement

     

    
      	
              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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    Vertigro
Algae Technologies

    Stakeholders
Letter of Agreement

     

    In
Witness whereof this Letter of Agreement has been entered into this 25th day of
June in the Year 2007.

     

    


    


    
      	
              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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