EX-10.1






Exhibit 10.1




AMENDMENT NO. 5 TO SECURITIES PURCHASE AGREEMENT




This AMENDMENT NO. 5 TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of
November 25, 2009 (the “Effective Date”), by and among VIASPACE Inc., a Nevada corporation
(“Parent”), VIASPACE Green Energy Inc., a British Virgin Islands international business company and
a wholly-owned subsidiary of Parent (“Acquirer”), Sung Hsien Chang, an individual (“Shareholder”),
and China Gate Technology Co., Ltd., a Brunei Darussalam company (“Licensor”), with respect to the
following facts:



A. The parties entered into that certain Securities Purchase Agreement, dated as of October
21, 2008 (as amended by that Amendment No. 1 to Securities Purchase Agreement dated on or about
June 17, 2009, that Amendment No. 2 to Securities Purchase Agreement dated on or about August 21,
2009, that Amendment No. 3 to Securities Purchase Agreement dated on or about October 13, 2009, and
that Amendment No. 4 dated on or about November 21, 2009 ( the “Agreement”), pursuant to which,
among other things, Acquirer acquired from Shareholder a controlling interest in Inter-Pacific Arts
Corp., a British Virgin Islands international business company (“IPA BVI”). Capitalized terms not
defined herein shall have the meanings given such terms in the Agreement.



B. The parties desire to amend the Agreement to extend certain deadlines.



NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree to amend the Agreement as follows:



1. Amendment.




1.1 Section 2.3 of the Agreement is hereby amended to read in full as follows:



“2.3 Second Closing. The Second Closing
shall be held at the RP Office on the date at or before
December 15, 2009 (the “Second Closing Deadline”) or at
such date that Parent, Acquirer, Shareholder and Licensor
may agree in writing (the “Second Closing Date”). If
Acquirer’s Registration Statement is declared effective
by the SEC on or before December 15, 2009, the Second
Closing Deadline will be extended until January 15,
2010.”



2. Miscellaneous.



2.1 Effect of Amendment. Except to the extent the Agreement is modified by this
Amendment, the remaining terms and conditions of the Agreement shall remain unmodified and be in
full force and effect. In the event of conflict between the terms and conditions of the Agreement
and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall
prevail.



2.2 Counterparts. This Amendment may be executed in one or more counterparts,
including facsimile counterparts, each of which shall be deemed an original but all of which, taken
together, shall constitute the same Amendment.



2.3 Applicable Law. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of California without regard to conflicts of law principles.



[signature page follows]





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IN WITNESS WHEREOF, the parties have executed this Amendment No. 5 to the Securities Purchase
Agreement as of the date first above written.




VIASPACE, INC.




By: /s/ Carl Kukkonen

Carl Kukkonen

Chief Executive Officer





VIASPACE GREEN ENERGY, INC.




By: /s/ Carl Kukkonen

Carl Kukkonen

Chief Executive Officer




SUNG HSIEN CHANG




/s/ Sung Hsien Chang




	 	 	CHINA GATE TECHNOLOGY CO., LTD.






By: 

Maclean Wang

Chief Executive Officer





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