PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT

Exhibit 10.3

PATENT, TRADEMARK
AND COPYRIGHT SECURITY AGREEMENT

     THIS PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (this “Agreement”) is entered into as of this 16th day of July 2008, by and among Valcent Products, Inc., corporation organized under the laws of Alberta, Canada, Valcent USA Inc., a Nevada corporation, Valcent Manufacturing, Ltd., a Texas limited partnership, Valcent Management LLC, a Nevada limited liability company, Vertigro Algae Technologies LLC, a Texas limited liability company, and Valcent Products EU Limited, a corporation organized under the laws of the United Kingdom, each with an address of 828 Harbourside Drive, Suite 208, North Vancouver, BC V7P 3R9, (jointly and severally, the “Borrower”), and Platinum Long Term Growth VI, LLC, as collateral agent (the “Agent”) for the investors identified in the below referenced Purchase Agreement (collectively, together with their successors and assigns, the “Lenders”).

     WHEREAS, Borrower and the Lenders are parties to a certain Note and Warrant Purchase Agreement, dated as of July 16,2008 (as amended, restated, supplemented or extended from time to time, the “Purchase Agreement”), and a Security Agreement, dated as of July 16, 2008 (the “Security Agreement”), which provide for, among other things: (i) the Lenders to extend certain loans to or for the account of the Borrower; (ii) the grant by the Borrower to the Lenders of a security interest in all of the Borrower’s assets, including, without limitation, its patents, patent applications, trademarks, trademark applications, goodwill, service marks, trade names, trade styles, copyrights, copyright applications, mask works, trade-secrets information, and other proprietary rights, together with all additions, accessions, accessories, amendments, attachments, modifications, substitutions, and replacements, proceeds and products of any of the foregoing, as set forth in the Purchase Agreement and the other Transaction Documents (capitalized terms used herein and not otherwise defined have the respective meanings given in the Purchase Agreement); and (iii) the appointment of the Agent as collateral agent, for the benefit of the Lenders, for purpose of this Agreement, the Security Agreement and the Mortgage (as defined in the Purchase Agreement).

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Borrower and the Agent, for the benefit of the Lenders, agree as follows:

     1.      Security Interest in Patents, Trademarks and Copyrights . To secure the complete and timely satisfaction of all of Borrower’s “Obligations” (as that term is defined in the Security Agreement) to the Lenders, the Borrower hereby grants and conveys to the Agent, for the benefit of the Lenders, a security interest (having priority over all other security interests) with power of sale, to the extent pel1nitted by law, in all of its now owned or existing, and hereafter acquired or arising:

together with all additions, accessions, accessories, amendments, attachments, modifications, substitutions, and replacements, proceeds and products of the foregoing.

     2.     Recording of Patents and Trademarks . Borrower represents and warrants that (1) the patents and patent applications listed in Schedule A, and (2) the trademark and trademark applications described in Schedule B, have each been duly recorded in the U.S. Patent and Trademark Office (the “PTO”); and that no other patents, patent applications, trademarks, or trademark applications have been filed or recorded with the PTO in which the Borrower has an interest.

     3.     Recording of Copyrights . Borrower represents and warrants that the copyright and copyright applications described in Schedule C have been duly recorded in the U.S. Copyright Office, and that no other copyright, and copyright applications have been recorded in the U.S. Copyright Office, in which the Borrower has an interest.

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     4.     Restrictions on Future Agreements . Borrower will not, without the Agent’s prior written consent, enter into any agreement, including, without limitation, any license agreement, that is inconsistent with this Agreement, and Borrower further agrees that it will not take any action, and will use reasonable efforts not to knowingly permit any action to be taken by others subject to its control, including licensees, or knowingly fail to take any action, which would affect the validity or enforcement of the rights transferred to the Agent, for the benefit of the Lenders, under this Agreement or the rights associated with those Patents, Trademarks and/or Copyrights which are in Borrower’s reasonable business judgment, necessary or desirable in the operation of Borrower’s business.

     5.     New Patents, Trademarks and Copyrights . Borrower represents and warrants that the Patents, Trademarks, and Copyrights listed on Schedules A, B, and C, include all of the patents, patent applications, trademark registrations, trademark applications, service marks registrations, service mark applications, registered copyrights and copyright applications, now owned or held by Borrower. If, prior to the termination of this Agreement, Borrower shall (i) create or obtain rights to any new patents, trademarks, trademark registrations, trademark applications, trade names, trade styles, service marks, service marks registrations, or service mark applications, or (ii) become entitled to the benefit of any patent, trademark, trademark registration, trademark application, trade name, trade style, service mark, service mark registration, service mark application, the provisions of Section 1 above shall automatically apply thereto and Borrower shall give the Agent prompt written notice thereof. Borrower hereby authorizes the Agent to modify this Agreement by (a) amending Schedules A, B, and/or C, as the case may be, to include any future patents, trademark registrations, trademark applications, service mark registrations, service mark applications, registered copyrights and copyright applications that are Patents, Trademarks or Copyrights under Section 1 above, or under this Section 5 (whether or not any such notice from Borrower has been sent or received), and (b) filing, in addition to and not in substitution for this Agreement, a supplement or addendum to this Agreement containing on Schedule B therein, as the case may be, such registered trademarks, trademark applications, service marks, registered service marks and service mark applications that are Trademarks under Section 1 above or this Section 5 and to take any action the Agent otherwise deems appropriate to perfect or maintain the rights and interest of the Agent, for the benefit of the Lender, under this Agreement with respect to such Patents, Trademarks and Copyrights.

     6.     Nature and Continuation of Security Interest: Notice to Third Parties . This Agreement has the effect of giving third parties notice of the Agent’s Security Interest in Borrower