EX-10.1






EXHIBIT 10.1




AMENDMENT TO SETTLEMENT AGREEMENT AND GENERAL RELEASE




This Amendment to Settlement Agreement and General Release (hereinafter, the “Agreement”) is
made and entered into as of June 25, 2008 by and between La Jolla Cove Investors, Inc., a
California corporation (“LJCI”), VIASPACE Inc., a Nevada corporation (“VIASPACE”) and Carl
Kukkonen, an individual (“Kukkonen”). LJCI, VIASPACE, and Kukkonen will sometimes be referred to
collectively as the “Parties” throughout this Agreement.



RECITALS




A. WHEREAS, LJCI and VIASPACE entered into that certain Settlement Agreement and General
Release dated as of March 25, 2008 (the “Settlement Agreement”);



B. WHEREAS, the Settlement Agreement provided for the final resolution of the obligations
existing under the Lending Transactions (as defined in the Settlement Agreement);



C. WHEREAS, a portion of the Settlement Amount (as defined in the Settlement Agreement) in the
amount of $229,015.59, with interest thereon continuing to accrue at a rate of 9.75% per annum,
remains due and unpaid; and



F. WHEREAS, the parties now desire to amend certain terms of the Settlement Agreement.



G. NOW, THEREFORE, in consideration of the mutual promises made herein, the Parties agree as
follows:



AGREEMENT




1. Recitals: The Recitals set forth above are an integral part of this Agreement, and
shall be used in any interpretation of this Agreement. All capitalized terms used and not defined
herein have the respective meanings assigned to them in the Settlement Agreement.



2. Payment: VIASPACE agrees to pay LJCI the sum of $229,015.59, plus accrued and
unpaid interest, as set forth below (the “Amended Settlement Amount”), in settlement of the amount
outstanding under the Settlement Agreement and the January Loan, payable as follows:



(a) concurrently with the execution hereof, VIASPACE shall pay to LJCI in cash or other
readily available funds, $150,000.



(b) on or before July 25, 2008, VIASPACE shall pay to LJCI in cash or other readily available
funds, $79,015.59, plus interest accruing in the amount of 9.75% per annum from the date hereof,
such that if such payment is made on July 25, 2008, the total sum payable shall equal $79,648.79.



In the event that VIASPACE does not pay all sums due from VIASPACE to LJCI under this Section
2 by the date that is three business days from the date that such sums are due under the terms of
this Section 2, VIASPACE shall be in default of its obligations under this Agreement, the
Settlement Agreement and the January Loan.



3. Extension of Maturity Date: The Maturity Date of the January Loan is hereby
extended to July 25, 2008.



4. Personal Guaranty: Concurrently herewith and as a material inducement to LJCI
entering into this Agreement, Kukkonen shall enter into a Continuing Personal Guaranty in favor of
LJCI, the form of which is attached hereto as Exhibit A.



5. Governing Law: This Agreement shall be governed by the laws of the State of
California. By signing this Agreement, the Parties hereby agree and submit to the jurisdiction of
the courts in California and that venue of any suit or action shall be in the downtown branch of
the courts of San Diego County, California.



6. Counterparts: This Agreement may be executed in counterparts and each counterpart
shall have the same force and effect as an original and constitute an effective, binding agreement
on the part of each of the undersigned. The Agreement may be transmitted by facsimile or
otherwise.



7. No Construction Against the Drafter: This Agreement shall be deemed jointly
drafted and written by all parties to it and shall not be construed or interpreted against any
particular party, regardless of which party or counsel originated or drafted any portion of it.



8. Enforcement of Settlement: In the event of any litigation to enforce the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, as well as to
such costs as may be awardable to the prevailing party by rule or statute in the court in which the
action is brought.



9. No Implied Waiver: No action or failure to act shall constitute a waiver of any
right or duty afforded under this Agreement, nor shall any action or failure to act constitute an
approval of, or acquiescence in, any breach, except as may be specifically agreed in writing.
Waiver of any on provision herein shall not be deemed to be a waiver of any other provision herein.



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10. Except as specifically amended herein, all other terms and conditions of the Settlement
Agreement shall remain in full force and effect.



IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth
above.



	 	 	 
	LA JOLLA COVE INVESTORS, INC.
	By:

	 	/s/ Travis W. Huff
	 

	 	 
	Name:

	 	Travis W. Huff
	
 
	 	 
	Its:

	 	Portfolio Mgr/VP
	 

	 	 






	 	 	 





	 	 	 
	VIASPACE INC.	 	 
	By: /s/ Carl Kukkonen

	   

	Name: Carl Kukkonen

	 

	Its: CEO

	 	

	   







/s/ Carl Kukkonen

Carl Kukkonen




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