**Exhibit 10.3****TEAMING AGREEMENT**This TEAMING AGREEMENT, effective upon signature by both parties, is entered into by and between**Tokai Bussan Company LTD.**(hereinafter referred to as **Tokai Bussan**), a corporation having a placeof business at 7-2-9, Todoroki, Setagaya-ku, Tokyo 158-0082, Japan, and **VIASPACE Inc**,(hereinafter referred to as **VIASPACE)**, a company situated at 171N. Altadena Dr., Suite #101,Pasadena, CA 91107, United States of America.***RECITALS***WHEREAS **Tokai Bussan**is a global developer of software products for commercial andindustrial applications and has significant relationships with automobile manufacturers in Japan.WHEREAS **Tokai Bussan**is a supply chain manager and distributor of a wide variety of consumerelectronic products including cell phones and notebook computers, for major OEMs in Japan.WHEREAS **VIASPACE**is a company that transforms proven space and defense technologies from theNational Aeronautics and Space Administration (NASA) and the U.S. Department of Defense (DOD) intohardware and software solutions suitable for the commercial market, and specifically developsproduct based solutions for and markets an expert level software product known as SHINE (SpaceHealth Inference Engine), with potential diagnostics and prognostics applications for which **TokaiBussan**has a particular interest.WHEREAS **VIASPACE**has a newly emerging line of Energy Products of and **VIASPACE’s**subsidiary, DirectMethanol Fuel Cell Corporation (DMFCC) has a newly emerging line of fuel cell cartridge and otherfuel cell products for which **Tokai Bussan**has particular interest.WHEREAS, this Agreement will enable each party to complement the unique capabilities of the otherand will provide potential Customers with the best combination of capabilities to achieveCustomers’ objectives;**1. PURPOSE OF TEAMING AGREEMENT**WHEREAS, **Tokai Bussan**and **VIASPACE**desire to formulate and submit proposals to enter into one ormore strategic contract relationships and/or partnerships in connection with their mutual intereststo various Customers in Japan (hereafter referred to as the Program) to:This document remains the property of VIASPACE Inc.. All information contained herein is proprietary and confidential.
 
 

 
 1. Promote VIASPACE Security products on a list of projects to be discussed and agreedbetween **Tokai Bussan**and **VIASPACE**after signing of this agreement.  2. Co-develop software products for the automotive industry, beginning in Japan  3. Pursue mutually beneficial approaches regarding the distribution of VIASPACE EnergyProducts in Japan and,  4. Pursue mutually beneficial approaches regarding the distribution of DMFCC fuel cellcartridges and/or fuel cell products in JapanThe purpose of this Teaming Agreement is to set forth the terms and conditions of thecommitments between **Tokai Bussan**and **VIASPACE**to carry out the Program.**The Program (“The Program”):**The program will entail the following from the respective parties:**Tokai Bussan:** 1. To promote market awareness of the **VIASPACE**and DMFCC product range throughout **TokaiBussan’s**field of activities in Japan.  2. Co-develop a diagnostic and/or prognostic application using SHINE software and presenta joint proposal to Toyota, Mitsubishi Heavy Industries, and other potential customers asdiscussed and agreed between **Tokai Bussan**and **VIASPACE**.  3. Seek sales opportunities for the **VIASPACE**and DMFCC product range and assist **VIASPACE**and DMFCC in putting together winning sales proposals.  4. Where contract proposals require, **Tokai Bussan**will provide **VIASPACE**with technical ,supply chain and commercial support and expertise  5. Provide technical and commercial assistance to **VIASPACE**in the installation andimplementation phase of contracts as contractually agreed to ensure successful completionof any contract.  6. Assist VIASPACE Security Products to integrate the product range into a wider system ofdiagnostics and prognostics applications  7. Assist **VIASPACE**and DMFCC in selecting other appropriate partners in Japan as agreedbetween the parties  8. The above activities shall not be in contradiction with the independent sales,marketing and product development activities of **VIASPACE**, DMFCC and their agents.**VIASPACE/DMFCC:** 1. To provide **Tokai Bussan**with necessary and agreed product information and marketingmaterials to assist with market and product awareness.This document remains the property of VIASPACE Inc.. All information contained herein is proprietary and confidential.
 
 

 
 2. Co-develop a diagnostic and/or prognostic application using SHINE software and presenta joint proposal to Toyota, Mitsubishi Heavy Industries, and other potential customers asdiscussed and agreed between **Tokai Bussan**and **VIASPACE**.  3. To support and promote **Tokai Bussan**in markets in Japan that have been discussed andagreed between **Tokai Bussan and VIASPACE,**where their teaming and/or support might berequired, in addition to **VIASPACE’s**and DMFCC’s own activities  4. To provide access to and provision of relevant personnel to assist in technical andcommercial opportunities to secure business opportunities beneficial to both parties  5. To respond promptly to **Tokai Bussan’s**reasonable requests for information to achievethe goals of the Program**2. RELATIONSHIP OF THE PARTIES** a) Each party shall bear all costs, risks and liabilities incurred by it arising out ofits performance of this Agreement. Each party shall be responsible for its own costs ofgraphic arts, printing, binding and delivery of any proposal. Neither party shall haveany right to any reimbursement, payment or compensation of any kind from the other duringthe period up to the award of a contract by a Customer involving both parties unlessotherwise specifically agreed in writing by the parties.  b) During the term of this agreement, **Tokai Bussan**and **VIASPACE**agree to work togetherin good faith to pursue and achieve the objectives of “The Program”, as outlined above.  c) This Teaming Agreement does not constitute, create, or give effect to a partnership,joint venture, or any other type of formal business entity. **Tokai Bussan**and **VIASPACE**areindependent contractors. Neither is the agent of the other and neither may bind theother.  d) Both parties agree to honor the commercial confidentiality of the other party andpreserve their good name and reputation.  e) Both parties agree to use good faith efforts to enter into a contractual relationshipin the event of **one party**identifying a project where **the other party**agrees toparticipate. Such a contractual relationship will cover the specific and relevantresponsibilities of each party and define any remuneration or payments that may be agreed**as**due from either party to the other.This document remains the property of VIASPACE Inc.. All information contained herein is proprietary and confidential.
 
 

 
**3****TERM AND TERMINATION**Expiration. Unless terminated earlier pursuant to this Article 3, this Agreement shallcontinue in effect for three (3) years after the last signature date and shall thereafterautomatically renew for consecutive one year periods, unless either party sends notice oftermination at least 90 days prior to the end of the then current term or renewal term.Termination for Cause. Either party may terminate this Agreement, at its option, bywritten notice to the other party upon the occurrence of any of the following:(a) The other party (i) seeks the liquidation, reorganization, dissolution or winding up of itself(other than dissolution or winding up for the purposes of reconstruction or amalgamation) or thecomposition or readjustment of all or substantially all of its debts, (ii) applies for or consentsto the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidatorof itself or of all or substantially all of its assets, (iii) makes a general assignment for thebenefit of its creditors, (iv) commences a voluntary case under the Bankruptcy Code, (v) files apetition seeking to take advantage of any other law relating to bankruptcy, insolvency,reorganization, winding-up or composition or readjustment of debts, or (vi) adopts any resolutionof its Board of Directors or stockholders for the purpose of effecting any of the foregoing; or,(b) Upon or after the breach of any material agreement, condition or covenant of this Agreement, ifthe breaching party has not cured such breach within thirty (30) days after written notice thereoffrom the other party.**4****PUBLICITY AND NEWS RELEASES**No news release, public announcement, advertisement or publicity concerning this Agreement, anyproposals, any resulting contracts, or any subcontracts to be carried out hereunder, shall bereleased by either party without the prior written approval of the other party, which shall not beunreasonably withheld. The parties acknowledge the requirements of both parties to meet any oftheir respective government’s reporting requirements, and agree to cooperate promptly in approvalof any disclosures required by their government entities.**5****PROPRIETARY INFORMATION**Information exchanged in connection with this Agreement shall, except as may otherwise be providedin Article 6 below or in any contract they may be agreed between the parties resulting from thisAgreement, be treated as proprietary information which is subject to the existing non-disclosureagreement between the parties.This document remains the property of VIASPACE Inc.. All information contained herein is proprietary and confidential.
 
 

 
**6****INTELLECTUAL PROPERTY**6.1 For purposes of this Agreement, the term Intellectual Property shall mean patented andunpatented inventions, mask works, copyrighted works, trade secrets, know-how and proprietaryinformation. Except as may be otherwise expressly provided elsewhere in this Agreement or in anyresulting contract, each party shall retain title to its own Intellectual Property, includingIntellectual Property possessed independently of the performance of this Agreement.6.2 Subject to any rights of the Customer and except as may otherwise be expressly providedelsewhere herein or in any resulting contract, each party shall retain title to any IntellectualProperty which is developed, authored, conceived or reduced to practice independently and solely bythat party during the performance of this Agreement. No license, express or implied, shall inure tothe benefit of the other party with respect to any such Intellectual Property, except as expresslyprovided herein or in any resulting subcontract between the parties. **Tokai Bussan**recognizes theextraordinary contribution due to the special relationship pre-existing between **VIASPACE**, the NASAJet Propulsion Lab (JPL) and the California Institute of Technology (Caltech). **Tokai Bussan**agreesthat any licenses required from JPL/Caltech for JPL/Caltech developed technology for any agreedproject will be negotiated by **VIASPACE**with JPL/Caltech.6.3 Unless expressly provided otherwise elsewhere in this Agreement or in any subsequentsubcontract between the parties resulting from this Agreement, if the parties jointly make orconceive any invention or jointly create any mask work or copyrightable material (hereinaftersingularly and collectively “Joint IP”), then such Joint IP shall be owned jointly by theparties unless one of the parties elects not to participate in such joint ownership. Subjectto the teaming obligations under this Agreement and, except as may otherwise be expresslyprovided elsewhere herein or in any resulting contract, each owning party shall be free touse, practice and license non-exclusively such Joint IP without in any way accounting to theother owning party, except that each owning party agrees to use reasonable efforts to maintainsuch Joint IP as confidential and proprietary in the same manner it treats its ownIntellectual Property of similar character except to the extent that the parties otherwisemutually agree in connection with seeking to obtain statutory protection such as patentprotection. Procedures for seeking and maintaining statutory protection such as patents, maskwork registrations, or copyrights for Joint IP shall be mutually agreed in good faith by theowning parties; provided that neither party shall unreasonably withhold its agreement toseeking such protection. Any party which does not bear its proportionate share of expenses insecuring and maintaining statutory protection for Joint IP in any particular country orcountries shall surrender itsjoint ownership under any resulting patents, mask work registrations and copyrightregistrations in such country or countries.This document remains the property of VIASPACE Inc.. All information contained herein is proprietary and confidential.
 
 

 
**7****NOTICES**All notices, certificates, acknowledgments and other reports sent by a party under this Agreement,shall be in writing and shall be deemed properly delivered when duly mailed by certified mail tothe other party at its address as follows, or to such other address as either party may, by writtennotice, designate to the other.   Tokai Bussan Company Ltd. VIASPACE   7-2-9, Todoroki, Setagaya-ku, Address 171 N. Altadena DriveTokyo 158-0082, Japan Pasadena, CA 91105ATTN: Takashi Masuda, Managing Director ATTN: Mr. Skip ZeilerTel: +81-03-3704-2581 Tel: 626-768-3365Fax: Fax: 626-578-9269E-mail: E-mail: szeiler@VIASPACE.com**8****RELATIONSHIP**This Agreement is not intended by the parties to constitute or create a joint venture, poolingarrangement, partnership, or formal business organization of any kind, and the rights andobligations of the parties shall be only those expressly set forth herein. Neither party shallhave authority to bind the other except to the extent expressly authorized herein. **VIASPACE**and**Tokai Bussan**shall remain as independent contractors at all times and neither party shall act as anagent for the other.**9****ASSIGNMENT**Neither party may assign or transfer its interest hereunder or delegate its duties without theprior written consent of the other party, which consent shall not be unreasonably withheld.Notwithstanding the foregoing, either party may freely assign this Agreement to a successor inconnection with the sale of all or substantially all of its assets to which this Agreement relates,or pursuant to a change of control, including a merger, consolidation or solvent reorganization.Any purported assignment in violation of this Article 9 shall be void and of no effect.**10****MODIFICATIONS, WAIVERS**This Agreement shall not be amended or modified, nor shall any waiver of any right hereunderbe effective unless set forth in a document executed by duly authorized representatives of both parties. The waiver of any breach of any term, covenant or conditionherein contained shall not be deemed to be a waiver of such term, covenant or condition or anysubsequent breach of the same.This document remains the property of VIASPACE Inc.. All information contained herein is proprietary and confidential.
 
 

 
**11****SEVERABILITY**If any part, term, or provision of this Agreement shall be held void, illegal, unenforceable,or in conflict with any law of the U.S. or Japanese Federal Government, or of the government ofthe U,.S. State of California, having jurisdiction over this Agreement, the validity of theremaining portions of provisions shall not be affected thereby. In the event that any part, termor provision of this Agreement is held void, illegal, unenforceable, or in conflict with any law ofthe U.S. or Japanese Federal Government, or the U.S. State of California, having jurisdiction overthis Agreement, the parties agree, to the extent possible, to include a replacement provision,construed to accomplish its originally intended effect, that does not violate such law orregulation.**12****LIMITATION OF LIABILITY**Except for Liability arising from a breach of Articles 5 or 6 (Proprietary Information andIntellectual Property), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FORCONSEQUENTIAL, INCIDENTAL, SPECIAL (INCLUDING MULTIPLE OR PUNITIVE) OR OTHER INDIRECT DAMAGES THATARE CLAIMED TO BE INCURRED BY THE OTHER PARTY WHETHER SUCH CLAIM ARISES UNDER CONTRACT, TORT(INCLUDING STRICT LIABILITY) OR OTHER THEORY OF LAW.**13****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 imposedupon such party by any taxing authority as a result of the performance of the party’s duties andresponsibilities hereunder.**14****GOVERNING LAW**This Agreement shall be governed by and construed in accordance with the laws of Singapore,without regard to the conflicts of law principles thereof. Both parties agree that any disputesrelated to the subject matter of this Agreement shall be subject to and finally resolved byarbitration in accordance with the Rules of Arbitration as administered by the InternationalChamber of Commerce, International Court of Arbitration by a panel of 3 arbitrators. Thearbitration shall be convened in the city ofthe respondent. In any action to enforce rights under this Agreement, the prevailing party shallbe entitled to recover costs and reasonable attorneys’ fees.This document remains the property of VIASPACE Inc.. All information contained herein is proprietary and confidential.
 
 

 
   **Signed for Tokai Bussan Company LTD** **Signed for VIASPACE Inc**      **Signature /s/ Takashi Masuda** **Signature /s/ Carl Kukkonen**     **NAME: Takashi Masuda** **NAME: Carl Kukkonen**   **Title: Managing Corporate Officer** **Title: CEO**   **Date: March 15, 2007** **Date: March 21, 2007**This document remains the property of VIASPACE Inc.. All information contained herein is proprietary and confidential.