0001144204-05-031631 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August 5 2005, by and among Valcent Products Inc. (formerly known as Nettron.com, Inc.), an Alberta, Canada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

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Contract
Warrant Agreement • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • New York

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VALCENT PRODUCTS INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

SUBSCRIPTION AGREEMENT
Subscription Agreement • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July 29, 2005, by and among Valcent Products Inc. (formerly known as Nettron.com, Inc.), an Alberta, Canada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

AGREEMENT
Consulting Agreement • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • Texas

THIS AGREEMENT (“Agreement”), by and between Valcent Products, Inc., an Alberta Canada corporation, having a place of business at Suite 420, 475 Howe Street, Vancouver, British Columbia, Canada (“VPI”) and Malcolm Glen Kertz, residing at 6476 Calle Del Sol, El Paso, Texas 79912 (“Kertz”),

VALCENT-MK CONSULTING AGREEMENT
Consulting Agreement • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • Texas

THIS AGREEMENT, effective _______________, 2005 (“Effective Date”), by and between VALCENT PRODUCTS, INC., an Alberta Canada corporation, having a place of business at Suite 420, 475 Howe Street, Vancouver, British Columbia, Canada (hereinafter referred to as “VPI”), AND MK Enterprises LLC, a Nevada corporation, having a place of business at 1300 Clay Street, Winfield, Louisiana 71483 (“MK”), and evidences that in consideration of the mutual covenants and agreements contained herein, VPI agrees to engage MK and MK accepts such engagement for the term and upon the terms and conditions hereinafter set forth.

MASTER LICENSE AGREEMENT
Master License Agreement • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • Texas

THIS LICENSE AGREEMENT (hereinafter referred to as the “License Agreement”), by and between MK Enterprises LLC, a Nevada corporation, having a place of business at 1300 Clay Street, Winfield, Louisiana 71483 (hereinafter referred to as the “Licensor”), and Valcent Products, Inc., an Alberta Canada corporation, having a place of business at Suite 420, 475 Howe Street, Vancouver, British Columbia, Canada (hereinafter referred to as the “Licensee”).

INVENTION LICENSE AGREEMENT
Invention License Agreement • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • Texas

THIS INVENTION LICENSE AGREEMENT (hereinafter referred to as the “License Agreement”), by and between Malcolm Glen Kertz, residing at 6476 Calle Del Sol, El Paso, Texas 79912 (hereinafter referred to as the “Licensor”), and MK Enterprises LLC, a Nevada corporation, having a place of business at 1300 Clay Street, Winfield, Louisiana 71483 (hereinafter referred to as the “Licensee”).

MK-KERTZ CONSULTING AGREEMENT
Consulting Agreement • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • Texas

THIS AGREEMENT, effective _____________, 2005 (“Effective Date”), by and between MK Enterprises LLC, a Nevada corporation, having a place of business at 1300 Clay Street, Winfield, Louisiana 71483 (the “Company”), and Malcolm Glen Kertz, residing at 6476 Calle Del Sol, El Paso, Texas 79912 (“Consultant”), evidences that in consideration of the mutual covenants and agreements contained herein, Company agrees to engage Consultant and Consultant accepts such engagement for the term and upon the terms and conditions hereinafter set forth.

PRODUCT DEVELOPMENT AGREEMENT
Product Development Agreement • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • Texas

THIS PRODUCT DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into by and between MK ENTERPRISES LLC, a Nevada corporation having a place of business at 1300 Clay Street, Winfield, Louisiana 71483 (hereinafter referred to as “MK”), and VALCENT PRODUCTS, INC., an Alberta Canada corporation, having a place of business at Suite 420, 475 Howe Street, Vancouver, British Columbia, Canada (hereinafter referred to as “VPI”):

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