Exhibit 10.1


 


PAYMENT OF OBLIGATION


AND


LIMITED RELEASE AGREEMENT


 


THIS PAYMENT OF
OBLIGATION AND RELEASE AGREEMENT (the “Agreement”) is made effective as of the 5 day of April 2013 (the “Effective
Date”) by and among JJ International, Inc., a Georgia corporation (“JJ”) and Inter-Pacific Arts Corp., a British
Virgin Islands company (“IPA BVI”), Guangzhou Inter-Pacific Arts Corp., a Chinese enterprise registered in Guangdong
province (“IPA China”) and VIASPACE Green Energy, Inc., a British Virgin Islands company. As of the Effective Date,
IPA BVI is a wholly-owned subsidiary of VGE, and IPA China is a wholly-owned subsidiary of IPA BVI (collectively, the “VGE
Companies”). Each of JJ, IPA BVI, IPA China and VGE shall be referred to individually as a “Party” and collectively
as the “Parties.”


 


WHEREAS, immediately
prior to the Effective Date, JJ owed IPA China in the amount of Six Hundred Forty Five Thousand Four Hundred Ninety Three Dollars
and Seventy Four Cents ($645,493.74) (the “IPA China Debt”) and IPA BVI in the amount of Five Hundred Seventy Five
Thousand Nine Hundred Thirty Two Dollars and Forty Cents ($575,932.40)(the “IPA BVI Debt”);


 


WHEREAS, IPA
China desires to transfer, assign and convey the IPA China Debt to IPA BVI, with the understanding that JJ would satisfy thereafter
such debt by paying IPA BVI;


 


WHEREAS, subject
to above referenced assignment of the IPA China Debt, JJ desires to pay the IPA China Debt and IPA BVI Debt, in the total amount
of One Million Two Hundred Twenty One Thousand Four Hundred and Twenty Six Dollars and Fourteen Cents ($1,221,426.14)(the “IPA
Debt”), on the Effective Date by transferring to IPA BVI shares of common stock of VIASPACE, Inc. (“VIASPACE”),
with the understanding that the transfer of such shares shall constitute a full and complete satisfaction of the IPA Debt, with
any and all claims relating thereto being released by each of the VGE Companies;


 


NOW, THEREFORE,
in consideration of the mutual promises and undertakings contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.Assignment
of IPA China Debt. As of the Effective Date, IPA China hereby transfers, assigns and conveys the IPA China Debt and all
of its right, title and interest therein to IPA BVI and IPA BVI hereby accepts such transfer, assignment and conveyance of the
IPA China Debt from IPA China.


 


2.Payment
of Obligation. On the Effective Date, JJ shall transfer and assign or shall cause the transfer and assignment of that number
of shares of common stock in VIASPACE as shall have a Fair Value equal to the IPA Debt (the “VIASPACE Shares”), and
IPA BVI hereby agrees to accept the transfer, assignment and conveyance of the VIASPACE Shares in full and complete satisfaction
of the IPA Debt.


 


3.Release
by the VGE Companies. Upon and coincident with the Effective Date, each of the VGE Companies hereby agrees not to sue and
fully, finally, completely and generally releases, absolves and discharges JJ and each of its respective predecessors, successors,
affiliates and business concerns, shareholders, trustees, directors, officers, agents, attorneys, servants, representatives and
employees, past and present, and each of them (hereinafter collectively referred to as “Releasees”) from any and all
claims, demands, liens, actions, suits, causes of action, arbitrations, expenses, damages, judgments, orders and/or liabilities
of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, existing or prospective,
liquidated or otherwise, (together the “Claims”) to which or in which each of the VGE Companies or any one of such
companies now owns or in which it may have any right whatsoever or has at any time owned or in which it has ever held any right
as against all or any one of the Releasees through the Effective Date for the payment of the IPA Debt (the “Release”).


 






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4.Covenant
Not to Sue. The foregoing Release shall constitute a full and complete release of the Claims and a covenant not to sue
all or any one of the Releasees for or in connection therewith. It is the intention of each of the VGE Companies in executing this
Agreement that the Release shall be effective as a bar to each and every claim, demand, grievance and cause of action hereinabove
specified. In furtherance of this intention, each of the VGE Companies hereby expressly consents that the Release shall be given
full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected
claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove
specified, and elects to assume all risks for claims that now exist in each of the VGE Companies’ favor, known or unknown,
that are released under the Release. Each of the VGE Companies acknowledges it may hereafter discover facts different from, or
in addition to, those it now knows or believes to be true with respect to the claims, demands, liens, agreements, contracts, covenants,
actions, suits, causes of action, obligations, debts, expenses, damages, judgments, orders and liabilities herein released, and
agrees the Release herein shall be and remain in effect in all respects as a complete and release as to all matters released herein,
notwithstanding any such different or additional facts.


 


5.Miscellaneous.


 


(a)Notices.
Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given
on the date of service if personally served or if telecopied (if telecopied on a business day and during business hours at the
place of receipt and if receipt is confirmed) or three (3) days after mailed if mailed by reputable international overnight delivery
service, postage prepaid and in any event addressed to the address set forth in the signature clause to this Agreement or to such
other address as shall be designated by written notice issued pursuant hereto.


 


(b)Severability.
If any provision of this Agreement or application thereof is held invalid, the invalidity shall not affect other provisions or
applications of this Agreement which can be given effect without the invalid provision or application.


 


(c)Governing
Law; Election of Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia
without regard to principles of conflicts or choice of law. Any legal action or proceeding against a Party with respect to this
Agreement shall be brought only in the courts of the County of Cobb, State of Georgia or of the United States Federal courts located
in and for the Northern District of Georgia, and, by execution and delivery of this Agreement, each Party hereby irrevocably accepts
for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Party
hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings arising out of or in connection with this Agreement brought in the aforesaid courts and hereby further irrevocably
waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum.


 






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(d)Entire
Agreement. This Agreement constitutes and contains the entire agreement and understanding between the Parties concerning the
IPA Debt and the Release and the other


 


subjects addressed herein. This
Agreement supersedes and replaces all prior negotiations and agreements, proposed or otherwise, whether written or oral, concerning
the subject matters of this Agreement. The terms and conditions of this Agreement cannot be modified except in a subsequent writing
agreed to and signed by each of the Parties.


 


(e)Counterparts.
This Agreement may be executed in counterparts, each of which, when executed, shall be an original, and all of which together shall
constitute one and the same agreement. The signatories may execute this Agreement by facsimile counterparts, and a legible facsimile
of a signature shall be as effective as an original signature.


 


(f)Assignment.
This Agreement may not be assigned, transferred, hypothecated or otherwise conveyed by any Party without the written prior consent
of the other party, which consent shall not be unreasonably withheld, delayed, denied or conditioned.


 


IN WITNESS WHEREOF,
each of the Parties have caused this Agreement to be duly executed, in duplicate, effective as of the Effective Date.


 


	
        JJ

         

        JJ International, Inc., a Georgia
        corporation

         

         

         

        /s/ Cindy Chang

        Cindy Chang

        Authorized Officer

         
	 	
        VGE

         

        VIASPACE Green Energy Inc., a British
        Virgin Islands company

         

         

         

        By: /s/ Sung Chang

        Authorized Officer

         

	 	 	 
	 	 	
        IPA BVI

         

        Inter-Pacific Arts Corp., a British
        Virgin Islands company

         

         

         

        By: /s/ Sung Chang

        Authorized Officer

	 	 	 
	 	 	
        IPA China

         

        Guangzhou Inter-Pacific Arts Corp.,
        a PRC company

         

         

         

        By: /s/ Sung Chang

        Authorized Officer



 




 


 






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