Exhibit 10.1

Employment Agreement

This Employment Agreement (the “Agreement”), entered into this 10 ^th day of October, 2012, between VIASPACE Inc., a Nevada corporation (the “Company”), and Carl Kukkonen (the “Employee”),

Witnesseth That:

Whereas, the parties hereto desire to enter into this Agreement to define and set forth the terms and conditions of the employment of the Employee by the Company;

Now, Therefore, in consideration of the mutual covenants and Agreements set forth below, it is hereby covenanted and agreed by the Company and the Employee as follows:

1. Position; Employment Period

The Company hereby employs the Employee as its Chief Executive Officer, and the Employee hereby agrees to serve in such capacity, for the period beginning October 1, 2012, and ending on September 30, 2013 (the “Employment Period”).

2. Performance of Duties

The Employee agrees that during the Employment Period he shall devote his full business time to the business affairs of the Company and shall perform his duties faithfully and efficiently subject to the direction of the Chairman of the Board of the Company; provided that the foregoing shall not limit or prevent the Employee from serving on the board of directors of charitable organizations or other business corporations not in competition with the Company. The Employee shall not be assigned duties and responsibilities that are not generally within the scope and character associated or required of other employees of similar rank and position.

3. Compensation

(a) Subject to the following provisions of this Agreement, during the Employment Period the Employee shall be compensated for his services as follows:

(b) Salary. Employee shall receive an annual salary, payable monthly, in an amount which shall initially be $160,000 per annum, subject to such increases as may from time to time be determined by the Chairman of the Board of the Company.

(c) B onus . In addition to the Base Compensation, during the Employment Term, Employee shall be entitled to such bonuses as may from time to time be determined by the Board.

(d) Benefits . Company will pay for Employee’s medical and dental insurance under the Company’s medical and dental family insurance plan. If Employee has medical and dental family plan independent of Company plan, Employee will be reimbursed for costs paid under independent plan.

(e) Vacation and Personal Leave . Employee shall be entitled to twenty (20) paid time off days for each twelve (12) consecutive calendar monthly period during the Employment Period, to be taken in accordance with the vacation accrual schedule, if any, and carried over only to the extent set forth or otherwise permitted in Company’s personnel policies or employee handbook.

(f) Reimbursement of Company Business Expenses . Company shall within thirty (30) days of its receipt from Employee of supporting receipts, to the extent required by applicable income tax regulations and Company’s reimbursement policies, reimburse Employee for all out-of-pocket business expenses reasonably and actually incurred by Employee in connection with his employment hereunder including Employee’s cell phone and internet charges. Board approval shall be required for any single expense exceeding $10,000 or for expenses exceeding in the aggregate annually $10,000. Reimbursement of any and all Business Expenses is conditioned on Employee submitting his request to Company for reimbursement and supporting substantiation within thirty (30) days of the date on which any such expenses shall have been incurred.

4. Disability

Subject to the provisions of paragraph 8, if the Employee’s employment is terminated during the Employment Period by reason of his Disability (as defined below), the Employee shall continue to receive an annual salary and benefits in accordance with paragraphs 3(a) and 3(b) through the end of the full calendar month of such disability but not in any event beyond the end of the Employment Period.

For purposes of this Agreement the term “Disability” means a physical or mental disability which renders the Employee incapable of performing his duties under this Agreement and which disability has existed for at least one month, as determined by an independent physician selected by the Company and agreed to by the Employee. Any salary payments to the Employee shall be reduced by the amount of any benefits paid for the same period of time under the Company’s disability insurance programs.

5 . Competing Businesses

During the period of his employment under this Agreement, the Employee shall not be employed by or otherwise engage in or be interested in any business in competition with the Company, or with any of its subsidiaries or affiliates.

6. Confidentiality

During and after the Employment Period, the Employee will not divulge or appropriate to his own use or to the use of others, in competition with the Company, any secret or confidential information or knowledge pertaining to the business of the Company, or of any of its subsidiaries, obtained by him in any way while he was employed by the Company or by any of its subsidiaries.

7. Remedies

If at any time the Employee violates to a material extent any of the covenants or Agreements set forth in paragraphs 5 and 6, the Company shall have the right to terminate all of its obligations to make further payments under this Agreement. The Employee acknowledges that the Company would be irreparably injured by a violation of paragraph 5 or 6 and agrees that the Company shall be entitled to an injunction restraining the Employee from any actual or threatened breach of paragraph 5 or 6 or to any other appropriate equitable remedy without any bond or other security being required.

8. Amendment and Termination

This Agreement may be amended or cancelled by mutual Agreement of the parties without the consent of any other person and, so long as the Employee lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof The Employment Period shall terminate as of the earliest of:

•

September 30, 2013;

•

The last day of the month in which the date of the Employee’s death occurs; or the date on which the Company gives notice to the Employee if such termination is for Cause or Disability.

•

For purposes of this Agreement, “Cause” means the Employee’s gross misconduct resulting in material damage to the Company or willful and material breach of this Agreement.

9. Notices

Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by registered mail to the Company at its principal Employee offices or to the Employee at the last address filed by him in writing with the Company, as the case may be.

10. Non-Assignment

The interests of the Employee under this Agreement are not subject to the claims of his creditors and may not be voluntarily or involuntarily assigned, alienated or encumbered.

11. Successors

This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.

12. Applicable Law

The provisions of this Agreement shall be construed in accordance with the laws of the State of California.

13. Counterparts

The Agreement may be executed in two or more counterparts, any one of which shall be deemed the original without reference to the others.

IN WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

/s/ Carl Kukkonen

Carl Kukkonen

Exhibit 10.2

Employment Agreement

This Employment Agreement (the “Agreement”), entered into this 10 ^th day of October, 2012, between VIASPACE Inc., a Nevada corporation (the “Company”), and Stephen Muzi (the “Employee”),

Witnesseth That:

Whereas, the parties hereto desire to enter into this Agreement to define and set forth the terms and conditions of the employment of the Employee by the Company;

Now, Therefore, in consideration of the mutual covenants and Agreements set forth below, it is hereby covenanted and agreed by the Company and the Employee as follows:

1. Position; Employment Period

The Company hereby employs the Employee as its Chief Financial Officer, Treasurer and Secretary, and the Employee hereby agrees to serve in such capacity, for the period beginning October 1, 2012, and ending on September 30, 2013 (the “Employment Period”).

2. Performance of Duties

The Employee agrees that during the Employment Period he shall devote his full business time to the business affairs of the Company and shall perform his duties faithfully and efficiently subject to the direction of the Chairman of the Board of the Company; provided that the foregoing shall not limit or prevent the Employee from serving on the board of directors of charitable organizations or other business corporations not in competition with the Company. The Employee shall not be assigned duties and responsibilities that are not generally within the scope and character associated or required of other employees of similar rank and position.

3. Compensation

(a) Subject to the following provisions of this Agreement, during the Employment Period the Employee shall be compensated for his services as follows:

(b) Salary. Employee shall receive an annual salary, payable monthly, in an amount which shall initially be $60,000 per annum, subject to such increases as may from time to time be determined by the Chairman of the Board of the Company.

(c) B onus . In addition to the Base Compensation, during the Employment Term, Employee shall be entitled to such bonuses as may from time to time be determined by the Board.

(d) Benefits . Company will pay for Employee’s medical and dental insurance under the Company’s medical and dental family insurance plan. If Employee has medical and dental family plan independent of Company plan, Employee will be reimbursed for costs paid under independent plan.

(e) Vacation and Personal Leave . Employee shall be entitled to ten (10) paid time off days for each twelve (12) consecutive calendar monthly period during the Employment Period, to be taken in accordance with the vacation accrual schedule, if any, and carried over only to the extent set forth or otherwise permitted in Company’s personnel policies or employee handbook.

(f) Reimbursement of Company Business Expenses . Company shall within thirty (30) days of its receipt from Employee of supporting receipts, to the extent required by applicable income tax regulations and Company’s reimbursement policies, reimburse Employee for all out-of-pocket business expenses reasonably and actually incurred by Employee in connection with his employment hereunder including Employee’s cell phone and internet charges. Board approval shall be required for any single expense exceeding $10,000 or for expenses exceeding in the aggregate annually $10,000. Reimbursement of any and all Business Expenses is conditioned on Employee submitting his request to Company for reimbursement and supporting substantiation within thirty (30) days of the date on which any such expenses shall have been incurred.

4. Disability

Subject to the provisions of paragraph 8, if the Employee’s employment is terminated during the Employment Period by reason of his Disability (as defined below), the Employee shall continue to receive an annual salary and benefits in accordance with paragraphs 3(a) and 3(b) through the end of the full calendar month of such disability but not in any event beyond the end of the Employment Period.

For purposes of this Agreement the term “Disability” means a physical or mental disability which renders the Employee incapable of performing his duties under this Agreement and which disability has existed for at least one month, as determined by an independent physician selected by the Company and agreed to by the Employee. Any salary payments to the Employee shall be reduced by the amount of any benefits paid for the same period of time under the Company’s disability insurance programs.

5 . Competing Businesses

During the period of his employment under this Agreement, the Employee shall not be employed by or otherwise engage in or be interested in any business in competition with the Company, or with any of its subsidiaries or affiliates.

6. Confidentiality

During and after the Employment Period, the Employee will not divulge or appropriate to his own use or to the use of others, in competition with the Company, any secret or confidential information or knowledge pertaining to the business of the Company, or of any of its subsidiaries, obtained by him in any way while he was employed by the Company or by any of its subsidiaries.

7. Remedies

If at any time the Employee violates to a material extent any of the covenants or Agreements set forth in paragraphs 5 and 6, the Company shall have the right to terminate all of its obligations to make further payments under this Agreement. The Employee acknowledges that the Company would be irreparably injured by a violation of paragraph 5 or 6 and agrees that the Company shall be entitled to an injunction restraining the Employee from any actual or threatened breach of paragraph 5 or 6 or to any other appropriate equitable remedy without any bond or other security being required.

8. Amendment and Termination

This Agreement may be amended or cancelled by mutual Agreement of the parties without the consent of any other person and, so long as the Employee lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof The Employment Period shall terminate as of the earliest of:

•

September 30, 2013;

•

The last day of the month in which the date of the Employee’s death occurs; or the date on which the Company gives notice to the Employee if such termination is for Cause or Disability.

•

For purposes of this Agreement, “Cause” means the Employee’s gross misconduct resulting in material damage to the Company or willful and material breach of this Agreement.

9. Notices

Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by registered mail to the Company at its principal Employee offices or to the Employee at the last address filed by him in writing with the Company, as the case may be.

10. Non-Assignment

The interests of the Employee under this Agreement are not subject to the claims of his creditors and may not be voluntarily or involuntarily assigned, alienated or encumbered.

11. Successors

This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.

12. Applicable Law

The provisions of this Agreement shall be construed in accordance with the laws of the State of California.

13. Counterparts

The Agreement may be executed in two or more counterparts, any one of which shall be deemed the original without reference to the others.

IN WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

/s/ Stephen Muzi

Stephen Muzi

Exhibit 10.3

LOCK-UP AGREEMENT

October 10, 2012

Ladies and Gentlemen:

The undersigned Shareholders (“ Shareholder ”) irrevocably agree (the “Agreement”) with VIASPACE that, from the date hereof (the “Effective Date”) until March 31, 2013 (such period, the “ Restriction Period ”), provided that Shareholders Carl Kukkonen and Stephen Muzi are still employed by VIASPACE and VIASPACE is current on its payroll obligations, the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock or Common Stock Equivalents beneficially owned, held or hereafter acquired by the undersigned (the “ Securities ”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, VIASPACE shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any actions in violation of this Agreement.

The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Recap Agreement.

This agreement may not be amended or otherwise modified in any respect without the written consent of each of VIASPACE and each of the Signatories. This agreement shall be construed and enforced in accordance with the laws of the State of California without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the courts of the State of California located in Los Angeles County, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to VIASPACE at the address in effect for notices to it under the Recap Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this Agreement does not intend to create any relationship between the undersigned and each Shareholder and that each Shareholder is not entitled to cast any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended by virtue of this Agreement.

This Agreement may be executed in multiple counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

By its signature below, the Transfer Agent hereby acknowledges and agrees that, reflecting this Agreement, it has placed an irrevocable stop transfer instruction on all Securities beneficially owned by the undersigned until the end of the Restriction Period. This Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Shareholders.

*** SIGNATURE PAGE FOLLOWS***

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By signing below, VIASPACE agrees to enforce the restrictions on transfer set forth in this Agreement.

By:        /s/ Kevin Schewe—
Name: Kevin Schewe
Title: Director






Acknowledged and agreed to
as of the date set forth above:

[TRANSFER AGENT NAME]

By:
Name:
Title:

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