EX-10.2






EXHIBIT 10.2




CONTINUING PERSONAL GUARANTY




THIS CONTINUING GUARANTY (“Guaranty”) is entered into as of June 25, 2008, by Carl Kukkonen
(“Guarantor”) in favor of La Jolla Cove Investors, Inc. (“LJCI”) with reference to the following:



WHEREAS, LJCI and VIASPACE Inc. (the “Company”) are parties to that certain Settlement
Agreement and General Release dated as of March 25 2008 (the “Original Settlement Agreement”), as
amended by that certain Amendment to Settlement Agreement and General Release dated as of the date
hereof between LJCI, the Company and Guarantor (the “Amendment,” collectively with the Original
Settlement Agreement, the “Settlement Agreement”);



WHEREAS, Guarantor is a shareholder, member, partner and/or officer of the Company;



WHEREAS, a material inducement to LJCI in entering into the Amendment was the issuance of a
satisfactory guaranty of the Company’s obligations under the Settlement Agreement; and



WHEREAS, LJCI has agreed to accept such a guaranty from the Guarantor.



NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, in
consideration of LJCI entering into the Amendment, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Guarantor agrees to guaranty the
Guarantied Obligations (as hereinafter defined) in accordance with the following terms and
conditions:



Guarantor hereby unconditionally and irrevocably guaranties the performance of Company’s
obligations under the Settlement Agreement and the January Loan (as defined in the Settlement
Agreement), in favor of LJCI, each of its affiliates, assigns and successors in interest, and each
of their respective shareholders, directors, officers, employees, agents, attorneys and
representatives, arising under or with respect to the Settlement Agreement or the January Loan, the
“Guarantied Obligations”), when the same shall become due (including amounts that would become due
but for the operation of the automatic stay under section 362(a) of the Bankruptcy Code, 11 U.S.C.
§§ 101 et seq.) and agrees to pay any and all costs and expenses (including attorneys’ fees and
disbursements) incurred by LJCI in enforcing any rights under this Guaranty.



In furtherance of the foregoing and not in limitation of any other right which LJCI may have
at law or in equity against Guarantor by virtue hereof, upon the failure of the Company to perform
any of the Guarantied Obligations when and as the same become due, as aforesaid, Guarantor will,
within ten (10) days after written demand therefor, perform all Guarantied Obligations then due to
LJCI.



Guarantor further agrees that this Guaranty constitutes a guaranty of performance and payment
when due and not merely of collection. The obligations of Guarantor under this Guaranty shall not
be subject to any reduction, limitation, defense, setoff, recoupment, impairment or termination for
any reason, including, without limitation, by reason of the invalidity, illegality or
unenforceability of any of the Guarantied Obligations or any discharge of the Company from any of
the Guarantied Obligations in a bankruptcy or similar proceeding or otherwise. Without limiting
the generality of the foregoing, the obligations of Guarantor under this Guaranty shall not be
discharged or impaired or otherwise affected by any default, failure or delay or by any other act
or thing or omission or delay to do any other act or thing that may or might in any manner or to
any extent vary the risk of Guarantor or which would otherwise operate as a discharge of Guarantor
as a matter of law or equity. This Guaranty shall remain in full force and effect without regard
to any future event, including, without limitation, the bankruptcy, insolvency, reorganization,
dissolution or liquidation of the Company.



Guarantor agrees that the Guarantied Obligations may be rescinded, waived, extended, renewed
or altered, in whole or in part, without notice or further assent from Guarantor, and that
Guarantor will remain bound by this Guaranty notwithstanding any such rescission, waiver,
extension, renewal or alteration of any Guarantied Obligation.



Guarantor hereby waives (i) all presentments, demands for performance, notices of
nonperformance, protest, notices of protest, notices of dishonor, notices of acceptance of this
Guaranty, and notices of nonpayment; and (ii) any and all rights, defenses and benefits arising
under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, 2899 and
3433, and all other rights, defenses and benefits limiting the liability of or exonerating
Guarantor or sureties offered by law as well as the benefits of Sections 580a-580d and 726 of the
California Code of Civil Procedure. The obligations of Guarantor under this Guaranty shall not be
affected by (i) the failure of LJCI to assert any claim or demand or to enforce any right or remedy
against the Company, or any other third party or guarantor under the provisions of the Settlement
Agreement or the January Loan, including, without limitation, the failure of LJCI to proceed first
against the Company or to pursue any other remedy in LJCI’s power; (ii) LJCI settling, releasing,
compromising, collecting or otherwise liquidating the Guarantied Obligations in any manner, as LJCI
may determine; (iii) the failure of LJCI to assert or take advantage of the defense of the statute
of limitations in any action hereunder; or (iv) the failure of LJCI to exercise any right or remedy
against the Company or any other third party or guarantor with respect to the Guarantied
Obligations or any provision of the Settlement Agreement or the January Loan.



Guarantor acknowledges that all of the waivers and consents set forth herein are freely
granted, after consultation with competent counsel, since it is Guarantor’s purpose and intent that
all of Guarantor’s obligations hereunder be absolute, independent and unconditional under any and
all circumstances. Guarantor hereby represents and warrants to LJCI that Guarantor has the power,
right and authority to enter into this Guaranty. This Guaranty shall be binding upon Guarantor and
his personal representatives, successors and assigns and shall inure to the benefit of LJCI and its
successors and assigns. This Guaranty may be executed by facsimile, with such facsimile copy to
serve as a duly executed original and as conclusive evidence of the consent and ratification of the
matters contained herein by Guarantor.



This Guaranty shall be governed by, and construed and enforced in accordance with, the laws of
the State of California.



All judicial proceedings brought against Guarantor with respect to this Guaranty may be
brought in any state or federal court of competent jurisdiction in San Diego, California, and by
execution and delivery of this Guaranty, Guarantor accepts the nonexclusive jurisdiction of the
aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby in connection
with this Guaranty.



All notices required or permitted hereunder shall be in writing and shall be deemed
effectively given (i) upon personal delivery to the party notified, (ii) three days after deposit
with the United States Post Office, by registered or certified mail, postage prepaid, return
receipt requested, (iii) one day after deposit with a nationally recognized overnight courier
service such as Federal Express or (iv) on the day of facsimile transmission, with confirmed
transmission; in any case addressed to the party to be notified at the address indicated below for
that party, or at such other address as that party may indicate by providing ten (10) days’ advance
written notice to the other parties:




	 	(a)	 	If to La Jolla Cove Investors, Inc., to:






La Jolla Cove Investors, Inc.




1150 Silverado Street, Suite 220




La Jolla, California 92037




Facsimile: 858-551-8779




	 	(b)	 	If to Guarantor, to:






Carl Kukkonen



     



     



Facsimile:      



GUARANTOR HEREBY WAIVES AND COVENANTS THAT GUARANTOR WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS GUARANTY OR ANY GUARANTIED
OBLIGATION, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR IN
TORT OR OTHERWISE.



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IN WITNESS WHEREOF, the undersigned has duly executed this Guaranty as of the day and year
first written above.



	 
	/s/ Carl Kukkonen     

Carl Kukkonen







	 
	 	 



            La Jolla Cove Investors, Inc.
              By:  /s/ Travis W. Huff____________
              Name:  Travis W. Huff
              Title:  Vice President and Portfolio Manager
La Jolla Cove Investors, Inc.
    	 
	 	 	By:	 	 	/s/ Travis W. Huff____________
	 	 	Name: Travis W. Huff
	 	 	Title: Vice President and Portfolio Manager






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