EX-10.3






Exhibit 10.3




STOCK SETTLEMENT AGREEMENT




This Stock Settlement Agreement is entered into effective as of March 21, 2006, by and among
VIASPACE Inc. (formerly Global-Wide Publication Ltd.), a Nevada corporation (“GW”), and those
persons listed on Exhibit A hereto who were the members (the “Members”) of ViaSpace Technologies,
LLC (“ViaSpace) as of June 15, 2005.



WHEREAS, the Members participated in a transaction (the “Exchange”) in which their interests
in the assets of ViaSpace were transferred to GW solely in exchange for GW common stock;



WHEREAS, the parties to the Exchange intend that the Exchange be treated as a transaction
qualifying for nonrecognition of gain for tax purposes under the Internal Revenue Code of 1986, as
amended;



WHEREAS, all of the shares of GW common stock to be transferred to the Members were validly
issued and outstanding as of the date of the Exchange, but a portion of the shares (the “Held
Shares”) have been held in trust pending final resolution of the allocation of the Held Shares
among the Members as a group;



WHEREAS, the Members have resolved any contingencies, ambiguities and disputes concerning the
proper allocation of the Held Shares and wish to amend and clarify the ViaSpace operating agreement
and other documentation to reflect the final agreed distribution of the Held Shares;



NOW, THEREFORE, the Members wish to confirm and memorialize the agreed allocation of the Held
Shares among the group of Members who participated in the Exchange in accordance with the terms of
this Agreement.



1. Amendment of Agreement and Plan of Merger. Section 2.1 of the Agreement and Plan
of Merger by and among ViaSpace Technologies, LLC, Robert Hoegler, and Global-Wide Publication Ltd.
dated June 15, 2005 shall be replaced in its entirety with the following:




SECTION 2.1 Effect on Capital Stock. At the Effective Time, by virtue of the Merger
and automatically without any action on the part of any holder of capital stock of GW or
ViaSpace, respectively:




(a) ViaSpace Membership Units. Except as provided below, each outstanding ViaSpace
Membership Unit shall be converted into 5.40 shares of GW Common Stock (the “Merger
Consideration”).




(b) The aggregate consideration provided to the ViaSpace shall comprise 226,800,000
shares of GW Common Stock.




(c) ViaSpace Membership Units shall cease to be outstanding and be cancelled and
retired.



2. Held Shares. The Held Shares shall be provided to SNK Capital Trust immediately
subsequent to the execution of this Agreement.



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IN WITNESS WHEREOF, GW and a majority of the Members have caused this Agreement to be signed
by their respective officers (where applicable) thereunto duly authorized, all as of the date first
written above.



	 
	 

	VIASPACE INC.

	 

	By /S/ CARL KUKKONEN

Name: CARL KUKKONEN

Title: CEO

CARL KUKKONEN

/S/ CARL KUKKONEN

	 

	AMJAD ABDALLAT

/S/ AMJAD ABDALLAT

SANDEEP GULATI

/S/ SANDEEP GULATI

SNK CAPITAL TRUST

By /S GAYE KNOWLES

Name: GAYE KNOWLES

Title: TRUSTEE







EXHIBIT A




Members of ViaSpace Technologies LLC as of June 15, 2005




Dr. Carl Kukkonen


Mr. Amjad Abdallat


SNK Capital Trust


Dr. Sandeep Gulati


Mr. Salman Shehayeb


Los Angeles County Community Development Commission


California Institute of Technology


Carl A. Kukkonen III


Daniel C. Kukkonen


The A. & J. Abdallat Irrevocable Trust, dated February 23, 1999, for the benefit of Yasmine
Abdallat


The A. & J. Abdallat Irrevocable Trust, dated February 23, 1999, for the benefit of Shireen-Anne
Abdallat


The A. & J. Abdallat Irrevocable Trust, dated February 23, 1999, for the benefit of Adam-Jordan
Abdallat


The A. & J. Abdallat Irrevocable Trust, dated February 23, 1999, for the benefit of Omar-Muhammad
Abdallat


The A. & J. Abdallat Irrevocable Trust, dated February 23, 1999, for the benefit of Ali-Morgan
Abdallat


Maya and Susan Shehayeb Trust




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