exhibit_10-1.htm


    
      

    

    
      
        
          Exhibit
            10.1

           

          Vertigro
            Algae Technologies

          
            
              
                
                  Stakeholders
                    Letter of Agreement

                   

                  25th
                    day of June
                    2007

                

                 

                 

                
                  	 	 GLOBAL
                          GREEN SOLUTIONS INC. 	 (Hereafter
                          known as “GGRN”)
	 	 Suite
                          1010 -789 West Pender Street 	 
	 	 Vancouver,
                          BC V6C 11127	 
	 	 	 
	 AND	 	 
	 	 	 
	 	 VALCENT
                          PRODUCTS INC. 	 (Hereafter
                          known as “VPI”)
	 	 Suite
                          1010 - 789 West Fender Street 	 
	 	 Vancouver,
                          BC V6C 1112	 
	 	 	 
	 AND	 	 
	 	 	 
	 	 PAGIC
                          LP	 (Hereafter
                          known as “PG”)
	 	 (Formerly
                          MK Enterprises LLC)	 
	 	 1057
                          Doniphan Park Circle	 
	 	 Suite
                          H El Paso Texas 79922	 
	 	 	 
	 AND	 	 
	 	 WEST
                          PEAK VENTURES OF CANADA LTD. 	 (Hereafter
                          known as “WPV”)
	 	 Suite
                          1010 -789 West Pender Street	 
	 	 Vancouver,
                          BC V6C 11127	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


                

                 

              

            

          

        

      

    

    


                                                                                            

    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 Advisedand/or Agreed”.



    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Vertigro
      Algae Technologies

    Stakeholders
      Letter of Agreement

     

    I)
      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 Inc [GGRN].

            


    

    


    
      	
            	
              b)

            	
              Valcent
                Products Inc. [VP1].

            


    

    


    
      	
            	
              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 (1) 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.

            


    

    


    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.
                

            


    

     

    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.

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

      Vertigro
        Algae Technologies

      Stakeholders
        Letter of Agreement

    

     

    8) Venture Stakeholder-Initial and Subsequent
      Capital
      Investments (continued)

     

    
      	
            	
              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 (I'M) 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.

            


    

    


    9)
      Venture Managing and Operator Partner

     

    
      	
            	
              a)

            	
              GGRN
                shalt 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 3l, 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.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

      Vertigro
        Algae Technologies

      Stakeholders
        Letter of Agreement

    


    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

            


    

     

    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 VPL.

            


    

     

    
      	
            	
              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 31st",
                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".

            


    


    
      
         

         

        
        

      

      
        5

        
          

        

      

      
        
        

      

      Vertigro
        Algae Technologies

      Stakeholders
        Letter of Agreement

    

     

    15) Venture Research and Technology
      Provider(continued)


     

    
      	
               

            	
              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.

            


    

     

    
      
        	
              	
                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 need­to 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
                (THA).

            


    

     

    
      	
            	
              g)

            	
              any
                venture partners interest falls below a 10% venture
                interest.

            


    

     

     

    
      
         

         

        
        

      

      
        6

        
          

        

      

      
        
        

      

      Vertigro
        Algae Technologies

      Stakeholders
        Letter of Agreement

    


    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.

            


    

     

    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%.

            


    

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

      Vertigro
        Algae Technologies

      Stakeholders
        Letter of Agreement

    

     

    22) Option top Sell the Research Facility and
      all
      lands


     

    
      	
            	
              a)

            	
              The
                Research Facility is located within the Venture
                Facility,

            


    

     

    
      	
            	
               

            	
              
                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.

              

            


    

     

    
      	
               

            	
              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 tease 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 (31 '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.

            


    


    
      
         

         

        
        

      

      
        8

        
          

        

      

      
        
        

      

      Vertigro
        Algae Technologies

      Stakeholders
        Letter of Agreement

    


    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.

            


    

     

    
      	
            	
              c)

            	
              The
                45% 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.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

      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	 
	 	 	 	 	 
	
              /s/
                Doug Frater

            	 	 	
              /s/
                

            	 
	
              Name:
                Doug Frater

            	 	 	
              Name 

            	 
	
              Title:
                President and CEO

            	 	 	
              Title:
                Director

            	 


    

    
      	 	 	 	 	 
	 	 	 	 	 
	 PAGIC
              LP	 	 	 WEST
              PEAK VENTURES OF CANADA LTD.	 
	 	 	 	 	 
	
              /s/
                M. Glen
                Kertz 

            	 	 	
              /s/
                

            	 
	
              Name:
                M. Glen
                Kertz 

            	 	 	
              Name 

            	 
	
              Title:
                Director

            	 	 	
              Title:
                Director

            	 


    

     

     

    10