EX-10.2






Exhibit 10.2




SERVICE AND SUPPORT AGREEMENT




This SERVICE AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of February 28, 2008
(the “Effective Date”) by and between VIASPACE INC., a Nevada corporation with a principal office
at 171 N. Altadena Drive, Suite 101, Pasadena, California 91107 (“VIASPACE”), and Arroyo Support
Group, a California corporation with a principal office at 1855 W. Katella Avenue, Suite 365,
Orange, California 92867 (“ASG”). VIASPACE and ASG are sometimes referred to individually herein
as a “Party” and collectively as the “Parties.”



WHEREAS, VIASPACE desires to retain ASG to provide to VIASPACE personnel resources, services
and materials as requested from time to time by VIASPACE (the “Services”), all in accordance with
the terms and conditions of this Agreement.



NOW, THEREFORE, in consideration of the premises, conditions and representations set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by VIASPACE and ASG, VIASPACE and ASG agree as follows:



1. Services.



1.1. Statement of Work. Subject to the following terms and conditions, ASG shall
provide the Services to VIASPACE in accordance with the written statement of work attached hereto
as Schedule A (the “Statement of Work”).



1.2. Records and Reports. ASG will keep accurate records of its reimbursable expenses
and any services rendered under this Agreement and will make such records available to VIASPACE
upon request.



1.3. Change Requests. It is mutually acknowledged that changes in the Services may be
desirable, in light of actual experience gained in the course of performance, or as VIASPACE
redefines its needs. Accordingly, either Party shall be entitled to propose changes to the
Services or to any other terms of this Agreement by written notice at any time delivered to the
other Party. The Parties agree to consider such a proposed change in good faith, and to make a
faithful effort to accept equitable adjustments where appropriate to accomplish the mutual
objectives of the Parties. If such a proposed change is accepted, it shall be reduced to a written
amendment signed by both Parties.



2. ASG Personnel.



2.1. Personnel. ASG will (a) bear and pay (i) all salaries, wages, benefits and other
compensation that employees, contractors (including subcontractors and their employees and
contractors) and agents of ASG (collectively, “ASG Personnel”) may be entitled to receive for
performing Services; and (ii) all reimbursements due individual employees performing Services under
this Agreement, and (b) be solely responsible for withholding and paying all applicable payroll
taxes of any nature, including social security and other social welfare taxes or contributions,
that may be due on amounts paid to employees.



2.2. Qualifications. The ASG Personnel that ASG assigns to perform the Services shall
be properly trained and qualified at an appropriate professional level in the industry for Services
they are to perform.



2.3. Employee Agreements. Each member of the ASG Personnel shall be Party to a
written agreement, in a form reasonably satisfactory to VIASPACE, in which such person agrees to
(A)  comply with the confidentiality provisions of this Agreement, and (B) assign intellectual
property rights to ASG, which ASG will then assign to VIASPACE as contemplated by this Agreement.
ASG hereby assigns to VIASPACE the right to assert claims directly against ASG Personnel for
violations of such employee agreements, insofar as such violations relate to proprietary
information or rights of VIASPACE.



2.4. Replacement. If VIASPACE in good faith determines that continued assignment to
VIASPACE’s account of any ASG Personnel is not in the best interests of VIASPACE, then VIASPACE may
give ASG written notice to that effect requesting that the relevant person be replaced. ASG shall
replace that person with a person of suitable ability and qualifications. Nothing in this
provision gives VIASPACE the right to require ASG to terminate any person’s employment or otherwise
control any aspect of that person’s employment; it gives VIASPACE only the right to require that
ASG discontinue using a particular person(s) in performance of Services for VIASPACE. ASG shall at
all times have and exercise complete and exclusive control over all ASG Personnel.



2.5. Insurance. Each of the Parties will be solely responsible for obtaining and
maintaining appropriate insurance coverage for its activities under this Agreement, including, but
not limited to, (i) comprehensive general liability insurance (bodily injury and property damage)
and professional liability insurance and (ii) any other insurance coverage that may be required by
applicable law.



3. Payment.



3.1. Service Fees. In consideration of performance of the Services, VIASPACE shall
pay ASG (i) Direct Costs, (ii) Allocable Overhead, (iii) a fee equal to the sum of the Direct Costs
and the Allocable Overhead, times ten percent (10%) (the “10% Fee”), and (iv) Reimbursable Expenses
(collectively, “Total Cost”). “Direct Costs” shall mean all direct, reasonable costs actually
incurred by ASG that are specifically and solely incurred in performance of the Services under the
Statement of Work. For the avoidance of doubt, Direct Costs shall not include Allocable Overhead or
Reimbursable Expenses. “Allocable Overhead” shall mean an allocation of all overhead costs of ASG
specifically or solely attributable to the Services under the Statement of Work. For the avoidance
of doubt, Allocable Overhead shall not include Direct Costs, Reimbursable Expenses, or any costs
attributable to ASG’s general corporate activities, executive management, investor relations,
corporate communications, business development, legal affairs or finance; provided, however, that
it is understood by the Parties that any of these types of costs that are incurred specifically at
the request of VIASPACE shall be included in Direct Costs. “Reimbursable Expenses” shall mean all
reasonable travel and entertainment expenses actually incurred by ASG Personnel in the direct
performance of the Services; provided, however, that any such expenses shall require the prior
approval of VIASPACE; provided, further, that all such expenses shall be accompanied by related
receipts and documentation as described in Section 3.5 hereof.



3.2. Forecasts. Attached hereto as Schedule B is the initial, non-binding
forecast (the “Initial Forecast”) prepared by VIASPACE setting forth VIASPACE’s estimated personnel
and support needs for the first nine months after the Effective Date. Also included on
Schedule B is ASG’s estimated Total Cost for such personnel and support needs during the
initial nine months (the “Initial Cost Estimate”). Prior to the end of each calendar month during
the term of this Agreement, VIASPACE shall deliver to ASG updates to the non-binding forecast for
the next nine months (each, an “Updated Forecast”); provided, however, that if VIASPACE does not
deliver an Updated Forecast in any given month, ASG shall treat the most recent Updated Forecast as
the current Updated Forecast for the next nine months.



3.3. Retainer. Within ten (10) days after the Effective Date, VIASPACE shall pay ASG
an amount equal to the Initial Cost Estimate set forth on Schedule B (the “Retainer”).
VIASPACE and ASG may mutually agree to add to the Retainer from time to time.



3.4. Monthly Invoices. Within ten (10) days after each calendar month, ASG shall
deliver to VIASPACE an invoice (each, a “Monthly Invoice”). Each Monthly Invoice shall contain (i)
a detailed report of the actual Total Cost for the calendar month just concluded, (ii) all
receipts, records and any other documentation as may be reasonably appropriate to verify ASG’s
expenses and any invoices for services rendered by ASG during the just concluded calendar month and
(iii) the balance remaining, if any, from the Retainer. Within ten (10) days of the delivery of
each Monthly Invoice, VIASPACE shall pay ASG the amount due in accordance with Section 3.5 below.



3.5. Form of Payment. Subject to the last sentence of Section 3.6(g) below, VIASPACE
shall pay ASG the Retainer and all Monthly Invoices either in cash or in shares of VIASPACE common
stock (“Shares”), or in some of combination of the foregoing, at VIASPACE’s option. VIASPACE, at
its option, may also choose to pay ASG any amounts due under a Monthly Invoice from the Retainer,
to the extent such funds exist in the Retainer. In the event any portion of any such payment is
made in Shares, the number of Shares to be issued to ASG shall be equal to (i) the amount of such
payment, divided by (ii) the average closing price of VIASPACE’s common stock during the five (5)
trading days immediately preceding the date of issuance, rounded up to the nearest whole share.



3.6. ASG Investment Representations. With respect to any Shares issued to ASG
pursuant to Section 3.5 hereof, ASG represents to VIASPACE the following:



(a) ASG has full power and authority to enter into this Agreement, and such agreement
constitutes its valid and legally binding obligation, enforceable in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors’ rights generally, and (ii) as
limited by laws relating to the availability of specific performance, injunctive relief or other
equitable remedies.



(b) This Agreement is made with ASG in reliance upon ASG’s representation to VIASPACE, which
by ASG’s execution of this Agreement, ASG hereby confirms, that the Shares to be received by ASG
will be acquired for investment for ASG’s own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof, and that ASG has no present intention of
selling, granting any participation in or otherwise distributing the same. By executing this
Agreement, ASG further represents that ASG does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such person or to any
third person, with respect to any of the Shares.



(c) ASG understands that the Shares have not been registered under the Securities Act of 1933,
as amended (the “Act”), by reason of a specific exemption therefrom, which exemption depends upon,
among other things, the bona fide nature of ASG’s investment intent as expressed herein.



(d) ASG further acknowledges and understands that the Shares must be held indefinitely unless
the Shares are subsequently registered under the Act or an exemption from such registration is
available. ASG further acknowledges and understands that VIASPACE is under no obligation to
register the Shares. ASG understands that the certificate evidencing the Shares will be imprinted
with a legend that prohibits the transfer of the Shares unless the Shares are registered or such
registration is not required in the opinion of counsel for VIASPACE.



(e) ASG is familiar with the provisions of Rule 144 under the Act, as in effect from time to
time, which, in substance, permit limited public resale of “restricted securities” acquired,
directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a
non-public offering subject to the satisfaction of certain conditions.



(f) The Shares may be resold by ASG in certain limited circumstances subject to the provisions
of Rule 144, which requires, among other things: (i) the availability of certain public
information about VIASPACE and (ii) the resale occurring following the required holding period
under Rule 144 after the ASG has purchased, and made full payment of (within the meaning of Rule
144), the securities to be sold.



(g) ASG further understands that at the time ASG wishes to sell the Shares there may be no
public market upon which to make such a sale, and that, even if such a public market then exists,
VIASPACE may not be satisfying the current public information requirements of Rule 144, and that,
in such event, ASG would be precluded from selling the Shares under Rule 144 even if the minimum
holding period requirement had been satisfied. If VIASPACE fails to comply with its reporting
requirements such that ASG is precluded from selling Shares, VIASPACE must pay all invoices from
ASG during its period of non-compliance in cash.



(h) Without in any way limiting the representations set forth above, ASG further agrees not to
make any disposition of all or any portion of the Shares unless and until:



(A) There is then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration statement; or



(B) (x) ASG shall have notified VIASPACE of the proposed disposition and shall have furnished
VIASPACE with a detailed statement of the circumstances surrounding the proposed disposition, and
(y) if requested by VIASPACE, ASG shall have furnished VIASPACE with an opinion of counsel,
reasonably satisfactory to VIASPACE that such disposition will not require registration of such
shares under the Act.



3.7. Restrictive Legend. With respect to any Shares issued to ASG pursuant to Section
3.5 hereof, ASG understands that all certificates representing the Shares shall have endorsed
thereon a legend in substantially the following form:




“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”



3.8. Taxes. Each Party shall be responsible for its respective present and future
taxes, duties, tariffs, fees, imports, and other charges, including, but not limited to, income,
excise, import, purchase, sales, use, turnover, added value, gross receipts, gross wages, and
similar assessments imposed upon such Party by any taxing authority as a result of the performance
of the Party’s duties and responsibilities hereunder.



4. Confidential Information.



4.1. Definition. As used in this Agreement, the term “Confidential Information” means
any technical or business information furnished by VIASPACE to ASG in connection with the Services
to be performed hereunder, regardless of whether such information is specifically designated as
confidential and regardless of whether such information is in written, oral, electronic or other
form. Such Confidential Information may include, without limitation, trade secrets, know-how,
inventions, technical data or specifications, testing methods, business or financial information,
research and development activities, product and marketing plans, and customer and supplier
information.



4.2. Use and Non-disclosure. ASG acknowledges that, in the course of performing or
preparing to perform Services for VIASPACE under this Agreement, ASG may become acquainted with
certain of VIASPACE’s Confidential Information, the protection of which is necessary to the
successful conduct of VIASPACE’s business and the preservation of the integrity of VIASPACE’s
business relationships. ASG agrees that it shall (a) maintain all Confidential Information in
strict confidence; (b) use all Confidential Information solely for the purposes of performing its
obligations under this Agreement; and (c) reproduce the Confidential Information only to the extent
necessary to perform its obligations under this Agreement, with all such reproductions being
considered Confidential Information. ASG shall not disclose Confidential Information to any third
party without VIASPACE’s express written authorization. The obligations of the ASG under this
Section 4.2 shall continue for a period of five (5) years following the termination or expiration
of this Agreement.



4.3. Exceptions. The foregoing obligations of ASG shall not apply to the extent that
ASG can demonstrate through credible documentation that certain Confidential Information: (a) was
in the public domain prior to the time of its disclosure under this Agreement; (b) entered the
public domain after the time of its disclosure under this Agreement through means other than an
unauthorized disclosure resulting from an act or omission by ASG; (c) was independently developed
or discovered by ASG prior to the time of its disclosure under this Agreement; (d) is or was
disclosed to ASG at any time, whether prior to or after the time of its disclosure under this
Agreement, by a third party having no fiduciary relationship with VIASPACE and having no obligation
of confidentiality with respect to such Confidential Information; or (e) is required to be
disclosed to comply with applicable laws or regulations, or with a court or administrative order,
provided that VIASPACE receives prior written notice of such disclosure and that ASG takes all
reasonable and lawful actions to obtain or to permit VIASPACE to obtain confidential treatment for
such disclosure and, if possible, to minimize the extent of such disclosure.



4.4. No License. ASG acknowledges that VIASPACE (or any third party entrusting its
own confidential information to VIASPACE) claims ownership of the Confidential Information
disclosed by VIASPACE and all patent, copyright, trademark, trade secret, and other intellectual
property rights in, or arising from, such Confidential Information. No option, license, or
conveyance of such rights to ASG is granted or implied under this Agreement.



4.5. Injunctive Relief. ASG agrees that any breach of its obligations under this
Section 4 will cause irreparable harm to VIASPACE; therefore, VIASPACE shall have, in addition to
any remedies available at law, the right to obtain equitable relief to enforce this Agreement
without having to prove irreparable harm or post a bond.



5. Ownership. 



5.1. Work Product. Any and all deliverables delivered to VIASPACE by ASG as a result
of the Services, no matter what the format of delivery (collectively, “Work Product”), shall be
solely owned by VIASPACE upon payment of Monthly Invoices from ASG, and the entire right, title and
interest therein, for the United States and all foreign countries, shall be exclusively vested in
VIASPACE. The Work Product shall be considered works made for hire and made in the course of the
Services rendered hereunder. To the extent that title to any such Work Product may not by
operation of law vest in VIASPACE or any of them are held not to be works made for hire, ASG hereby
irrevocably assigns and shall assign automatically upon its creation in the future without further
consideration the sole right, title and interest in such Work Product and ASG’s intellectual
property rights therein to VIASPACE.



5.2. Further Assurances. ASG shall take such action (including, but not limited to,
the execution, acknowledgment, delivery and assistance in preparation of documents or the giving of
testimony) as may be reasonably requested by VIASPACE to evidence, transfer, vest or confirm
VIASPACE’s right, title and interest in the Work Product and to otherwise effectuate the intent of
this Section.



6. Limitation Of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL (INCLUDING MULTIPLE OR PUNITIVE) OR OTHER INDIRECT DAMAGES
THAT ARE CLAIMED TO BE INCURRED BY THE OTHER PARTY WHETHER SUCH CLAIM ARISES UNDER CONTRACT, TORT
(INCLUDING STRICT LIABILITY) OR OTHER THEORY OF LAW.



7. Term; Termination.



7.1. Term. This Agreement shall be effective on the Effective Date and shall continue
in full force and effect for one (1) year, and shall thereafter automatically renew for consecutive
one-year periods, unless either Party sends notice of termination at least ninety (90) days prior
to the end of the then current term or renewal term.



7.2. Termination for Convenience. Either Party may terminate this Agreement at any
time upon ninety (90) days’ written notice to the other Party; provided, however, that in the event
VIASPACE terminates this Agreement under this Section 7.2 during the first twelve (12) months after
the Effective Date, VIASPACE agrees to pay ASG the sum of $35,000.00 as an early termination fee.



7.3. Termination for Breach. If one Party defaults in the performance of, or fails to
perform, any of its material obligations under this Agreement, and such default is not cured within
thirty (30) days of the receipt of written notice from the non-defaulting Party, then the
non-defaulting Party shall have the right to terminate this Agreement upon written notice and avail
itself of any and all rights and remedies to which it may be entitled by law or in equity.
Notwithstanding the foregoing, VIASPACE may terminate this Agreement effective immediately without
liability upon written notice to ASG if ASG is in breach of Section 2.3, Section 4 or Section 5
hereof.



7.4. Termination for Bankruptcy. Either Party may terminate this Agreement effective
immediately without liability upon written notice to the other if any one of the following events
occurs: (a) the other Party files a voluntary petition in bankruptcy or an involuntary petition is
filed against it, (b) the other Party is adjudged a bankrupt, (c) a court assumes jurisdiction of
the assets of the other Party under federal reorganization act, (d) a trustee or receiver is
appointed by a court for all or a substantial portion of the assets of the other Party, (e) the
other Party becomes insolvent or suspends business, or (f) the other Party makes an assignment of
its assets for the benefit of its creditors.



7.5. Effect of Termination. Upon termination or expiration of this Agreement, neither
ASG nor VIASPACE will have any further obligations under this Agreement, except that (a) ASG will
terminate all Services in progress in an orderly manner as soon as practical and in accordance with
a schedule agreed to by VIASPACE, unless VIASPACE specifies in the notice of termination that
Services in progress should be completed, (b) VIASPACE will pay ASG any undisputed monies due and
owing ASG, up to the time of termination or expiration, for Services actually performed and all
authorized expenses actually incurred (as specified in the Statement of Work), (c) ASG will return
to VIASPACE any unearned payments in Shares or cash made to ASG under this Agreement, and (d) ASG
will immediately return to VIASPACE all Confidential Information and copies thereof provided to ASG
under this Agreement or under any Statement of Work which has been terminated or has expired,
except for one (1) copy which ASG may retain solely to monitor ASG’s surviving obligations of
confidentiality.



7.6. Survival. Termination or expiration of this Agreement shall not cancel or
terminate any rights and/or obligations which arose prior to the effective date of termination or
expiration and which must continue to give effect to their meaning at the time such right and/or
obligation arose.



8. Notices. Any notice or approval required or permitted under this Agreement will be
given in writing and will be sent by facsimile, courier or mail postage prepaid, to the address
specified below or to any other address that may be designated by prior notice. Any notice or
approval delivered by facsimile (with verbal confirmation of receipt) will be deemed to have been
received the day it is sent. Any notice or approval sent by courier will be deemed received one day
after its date of posting. Any notice or approval sent by mail will be deemed to have been received
on the 5th business day after its date of posting.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	If to VIASPACE:

	 	If to ASG:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ARROYO SUPPORT GROUP	 	 	 	 
	VIASPACE INC.	 	 	 	 	 	c/o Ko and Zeiler	 	 	 	 
	171 N. Altadena Drive
	 	1855 W. Katella Avenue, Suite 365
	Pasadena, CA	 	 	91107	 	 	Orange, CA 92867	 	 	 	 
	Attn: Mr. Steve Muzi

	 	Attn:	 	Mr. Kerry Zeiler
	Fax:626-578-9269

	 	Fax:	 	_______________
	E-mail:
	 	muzi@VIASPACE.com	 	 	 	 	 	E-mail:	 	kzeiler@earthlink.net
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






9. General.



9.1. Publicity. ASG shall not in any manner advertise, publish, or disclose the
existence of this Agreement or its terms or that ASG has furnished or has contracted to furnish the
Services described in this Agreement without VIASPACE’s prior written consent. Furthermore, ASG
shall not use the name or any tradename, trademark, trade device, service mark, symbol or any
abbreviation, contraction or simulation thereof of VIASPACE in any advertising, promotional
literature or any other material, whether in written, electronic or other form, without obtaining
specific prior written approval of VIASPACE. Notwithstanding any approval granted by VIASPACE to
use VIASPACE’s name or materials hereunder, ASG agrees to remove or withdraw as promptly as
possible VIASPACE’s name or materials from any marketing or business materials upon VIASPACE’s
request.



9.2. Entire Agreement. This Agreement embodies the entire agreement and understanding
between the Parties hereto with respect to the subject matter hereof and supersedes all prior oral
or written agreements and understandings relating to the subject matter hereof. No statement,
representation, warranty, covenant or agreement of any kind not expressly set forth in this
Agreement shall affect, or be used to interpret, change or restrict, the express terms and
provisions of this Agreement.



9.3. Modifications and Amendments. The terms and provisions of this Agreement may be
modified or amended only by written agreement executed by the Parties hereto.



9.4. Waivers and Consents. The terms and provisions of this Agreement may be waived,
or consent for the departure therefrom granted, only by written document executed by the Party
entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to
be or shall constitute a waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar. Each such waiver or consent shall be effective only in the
specific instance and for the purpose for which it was given, and shall not constitute a continuing
waiver or consent.



9.5. Assignment. The rights and obligations under this Agreement may not be assigned
by either Party, including without limitation by operation of law, in connection with the sale of
all or substantially all assets, or pursuant to a change of control (including merger,
consolidation or solvent reorganization), without the prior written consent of the other Party.
Any purported assignment in violation of this Section 9.5 shall be void and of no effect.



9.6. Benefit. All statements, representations, warranties, covenants and agreements
in this Agreement shall be binding on the Parties hereto and shall inure to the benefit of their
respective successors and permitted assigns. Nothing in this Agreement shall be construed to
create any rights or obligations except among the Parties hereto, and no person or entity shall be
regarded as a third-Party beneficiary of this Agreement.



9.7. Governing Law. This Agreement and the rights and obligations of the Parties
hereunder shall be construed in accordance with and governed by the laws of California, without
giving effect to the conflict of law principles thereof. The Parties agree that any disputes
related to the subject matter of this Agreement shall be subject to and finally resolved by
arbitration in accordance with the Rules of Arbitration as administered by the International
Chamber of Commerce, International Court of Arbitration by one (1) arbitrator. The arbitration
shall be convened in the city of the respondent. In any action to enforce rights under this
Agreement, the prevailing party shall be entitled to recover costs and reasonable attorneys’ fees.



9.8. Severability. The Parties intend this Agreement to be enforced as written.
However, if any portion or provision of this Agreement shall to any extent be declared illegal or
unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement,
or the application of such portion or provision in circumstances other than those as to which it is
so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision
of this Agreement shall be valid and enforceable to the fullest extent permitted by law.



9.9. Headings and Captions. The headings and captions of the various subdivisions of
this Agreement are for convenience of reference only and shall in no way modify, or affect the
meaning or construction of, any of the terms or provisions hereof.



9.10. No Waiver of Rights, Powers and Remedies. No failure or delay by a Party hereto
in exercising any right, power or remedy under this Agreement, and no course of dealing between the
Parties hereto, shall operate as a waiver of any such right, power or remedy of the Party. No
single or partial exercise of any right, power or remedy under this Agreement by a Party hereto,
nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall
preclude such Party from any other or further exercise thereof or the exercise of any other right,
power or remedy hereunder. The election of any remedy by a Party hereto shall not constitute a
waiver of the right of such Party to pursue other available remedies. No notice to or demand on a
Party not expressly required under this Agreement shall entitle the Party receiving such notice or
demand to any other or further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Party giving such notice or demand to any other or further action in
any circumstances without such notice or demand.



9.11. Independent Contractor. VIASPACE and ASG agree that the relationship of ASG to
VIASPACE is at all times that of an independent contractor and not that of an employee, partner or
joint-venturer of or with VIASPACE. Neither Party shall have authority to bind the other except to
the extent expressly authorized herein, and neither Party shall act as an agent for the other.



9.12. Counterparts. This Agreement may be executed in one or more counterparts, and
by different Parties hereto on separate counterparts, as well as via facsimile, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.



1



IN WITNESS WHEREOF, the Parties have set their hands to this Agreement as of the Effective
Date written above.



	 	 	 	 	 	 	 
	VIASPACE INC.	 	 	 	ARROYO SUPPORT GROUP
	By: /s/ Amjad Abdallat
	 	By: /s/ Robert Zeiler
	Name: Amjad Abdallat
	 	Name:	 	Robert Zeiler
	Title:

	 	Chief Operating Officer
	 	Title:
	 	President/CEO






2




Schedule A




Statement of Work




ASG will provide administrative support, engineering, research and development and project
management services and materials as requested by VIASPACE on a monthly basis.



3



Schedule B




Initial Forecast and Initial Cost Estimate




For Arroyo Support Group:



Initial Forecast for 9 months beginning 3/1/08 is $61,818.00 per month



Initial Cost Estimate is $68,000 per month, $612,000 for nine months


ACTIVE 4264018v.2




4