0001299933-06-007288 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 8th, 2006 • VIASPACE Inc. • Semiconductors & related devices • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2006, by and between VIASPACE INC., a Nevada corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 8th, 2006 • VIASPACE Inc. • Semiconductors & related devices • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 2, 2006, by and among VIASPACE INC., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • November 8th, 2006 • VIASPACE Inc. • Semiconductors & related devices • New Jersey

THIS AGREEMENT dated as of the 2nd day of November 2006 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and VIASPACE INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).

SECURITY AGREEMENT
Security Agreement • November 8th, 2006 • VIASPACE Inc. • Semiconductors & related devices • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of November 2, 2006, by and between VIASPACE INC., a Nevada corporation with its principal place of business located at 171 N. Altadena Drive, Suite 101, Pasadena, CA 91107 (the “Company”), and the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.

VIASPACE INC. Secured Convertible Debenture Due: November 2, 2011
VIASPACE Inc. • November 8th, 2006 • Semiconductors & related devices

This Secured Convertible Debenture (the “Debenture”) is issued by VIASPACE INC., a Nevada corporation (the “Company”), to CORNELL CAPITAL PARTNERS, LP (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) dated November 2, 2006.

INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • November 8th, 2006 • VIASPACE Inc. • Semiconductors & related devices • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2006, by and among VIASPACE INC., a Nevada corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

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