EX-10.1






Exhibit 10.1




AMENDMENT NO. 2 TO THE SECURITIES PURCHASE AGREEMENT




This AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of August
21, 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 to Securities Purchase Agreement dated on or about June 17,
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”) in exchange for its shares and shares of the Parent. Capitalized terms not
defined herein shall have the meanings given such terms in the Agreement.



B. The parties desire to amend the Agreement in certain respects, all as hereinafter provided.



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. Assignment of VIASPACE Securities. Parent hereby irrevocably assigns to
Shareholder the Parent Shares and irrevocably assigns to Licensor the First Closing Licensor
Shares. The foregoing assignments shall be deemed effective as of the First Closing Date.
Licensor agrees to limit sales of First Closing Licensor Shares to a maximum of 8,800,000 shares in
any 90-day period.



2. Amendments to Agreement.




	 	(a)	 	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
November 21, 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 November 21, 2009, The Second
Closing Deadline will be extended until December 21,
2009.




	 	(b)	 	Section 2.7 of the Agreement is hereby amended to read in
full as follows:






“2.7 Failure to Close Second Closing. Subject to the
provisions of Section 10.2, if the parties fail to close the Second
Closing by the Second Closing Deadline:




(a) the receiving parties shall return to the delivering parties all
documents, agreements and certificates received in accordance with Section
2.2, other than the Parent Shares and the First Closing Licensor Shares;




(b) any and all documents, agreements and certificates delivered in
accordance with Section 2.2, other than in respect of the Parent Shares
and the First Closing Licensor Shares, shall be deemed void and of no
effect; and




(c) this Agreement shall automatically terminate and the parties
shall have no obligations to one another under this Agreement except for
those obligations, if any, listed in Section 10.2 or that otherwise
explicitly survive the termination of this Agreement.”




	 	(c)	 	Section 5.13 of the Agreement is hereby amended to read in
full as follows:






5.13 Resale of the Parent Shares. Parent will take all
action under its control that is necessary to permit Shareholder to resell
the Parent Shares beginning 6 months after the date of issuance of the
Parent Shares, whichever is later, in accordance with Rule 144 promulgated
by the Securities and Exchange Commission.




	 	(d)	 	The first sentence of Section 10.1(c) of the Agreement is
hereby amended to read in full as follows:






“(c) Acquirer shall use its best efforts to qualify its Common Stock
for quotation on a Trading Market (as defined below) as soon as
practicable, but in no event later than the later of the Second Closing
Deadline or the 90th day after the effectiveness of the Registration
Statement on Form S-1 registering some or all of Acquirer Common Stock or
on Form 10 (such date, the “Reporting Date” and such event, the “Liquidity
Event”); provided, that if (i) there is material non-public information
regarding Acquirer which the Board of Directors reasonably determines not
to be in Acquirer’s best interest to disclose and which Acquirer is not
otherwise required to disclose, or (ii) there is a significant business
opportunity (including, but not limited to, the acquisition or disposition
of assets (other than in the ordinary course of business) or any merger,
consolidation, tender offer or other similar transaction) available to
Acquirer which the Board of Directors reasonably determines not to be in
Acquirer’s best interest to disclose, then Acquirer may postpone the
Reporting Date for a period not to exceed thirty (30) consecutive days.




	 	(e)	 	Section 10.2 of the Agreement is hereby amended to read in
full as follows:






10.2 Shareholder Rights Upon Failure to Close. In the event that the
Second Closing fails to occur and Parent’s closing conditions to the Second Closing
as set forth in Sections 7.1 through 7.7, 7.9 and 7.10 have been satisfied, then
(1) Shareholder and/or his designees shall retain the Acquirer Shares, (2) Parent
shall transfer all shares of Acquirer common stock it holds to Shareholder, (3)
Shareholder will deliver the remaining 30% equity interest of IPA BVI to Acquirer,
such that Acquirer shall receive all equity securities of IPA BVI, and (4) if
Acquirer’s common stock is not listed on a Trading Market as of the Second Closing
Deadline, Shareholder shall also receive such number of shares of Viaspace common
stock so that Shareholder shall own a majority of the outstanding shares of
Viaspace common stock as of the date of issuance.




	 	(f)	 	The first sentence of Section 10.4 of the Agreement is hereby
amended to read in full as follows:





“10.4 Shareholder Rights After Second Closing.
Provided that the Second Closing has occurred, if Acquirer
common stock is not listed on a Trading Market by the Second
Closing Deadline, then Parent will issue to Shareholder the
number of shares of its common stock equivalent to
US$5,600,000.




	 	(g)	 	Section 11.4 of the Agreement shall be amended in its
entirety to read:






11.4 Sale Acquirer Shares. Prior to the Second Closing, neither
Parent nor Shareholder shall sell, pledge, hypothecate or otherwise transfer, or
remove the legend from, any of the shares of Acquirer.



3. Miscellaneous.



5.1 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.



5.2 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.



5.3 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.



IN WITNESS WHEREOF, the parties have executed this Amendment 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:/s/ MACLEAN WANG

Maclean Wang

Chief Executive Officer