STOCK OPTION AGREEMENT

Exhibit 2.1

VIASPACE INC.

STOCK OPTION AGREEMENT

This Stock Option Agreement is entered into this 15th day of June 2005, by and among ViaSpace Technologies LLC, a Delaware limited liability company (“ViaSpace”), Global-Wide Publication Ltd. (“GW”) and SNK Capital Trust (“Optionee”).

WHEREAS, by an agreement dated February 25, 2005 (the “Previous Option”) ViaSpace granted to the Optionee an option to purchase up to 5,000,000 Membership membership Units of ViaSpace (“Membership Units”) for an aggregate purchase price of $7,500,000;

WHEREAS, in or about May, 2005 ViaSpace agreed to increase the Previous Option to allow the Optionee an option to purchase up to 6,666,666 Membership Units at a price of $1.50 per Membership Unit, for an aggregate purchase price of $10,000,000;

WHEREAS, ViaSpace intends to enter into a business combination with GW (the “Merger”) with the surviving entity being renamed “ViaSpace Inc.” (the “Surviving Corporation”); and

WHEREAS, the parties desire for this Agreement to supersede and replace the Previous Option.

NOW, THEREFORE, it is hereby agreed as follows:

1.           Grant of Option. ViaSpace and GW hereby grant to the Optionee, an option (the “Option”) to purchase up to 36,000,000 shares (the “Option Shares”) of common stock (“Common Stock”) of the Surviving Corporation. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at an exercise Price (the “Exercise Price”) of $0.28 per share.

2.           Option Term. Subject to Paragraph 4, the Option shall expire on (i) July 15, 2005, if less than $500,000 of the Option has been exercised prior to such time; (ii) August 31, 2005, if less than an aggregate of $1,000,000 of the Option has been exercised prior to such time; (iii) February 15, 2006, if less than an aggregate of $2,000,000 of the Option has been exercised prior to such time or (iv) the close of business on February 15, 2007 if the Option has not previously expired. For the avoidance of doubt, the exercise of this Option may be accelerated at the election of the Optionee.

3.           Limited Transferability. The Option shall be exercisable only by Optionee and shall not be assignable or transferable without the written consent of Surviving Corporation.

4.           Dates of Exercise. The Option shall be exercisable from and after the closing of the Merger.

5.           Adjustment in Option Shares. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class , appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this Option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

6.           Stockholder Rights. The holder of the Option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the Option, paid the Exercise Price and become the record holder of the particular Option Shares.

7.           Manner of Exercising Option.

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(a)           In order to exercise the Option, the Optionee (or any other person or persons exercising the Option shall with respect to all or any part of the Option Shares for which this Option is at the time exercisable, Optionee (or any other person or persons exercising the Option) must take the following actions:

(i)           execute and deliver to the Surviving Corporation a Purchase Agreement for the Option Shares, for which the Option is exercised, in the form attached hereto as Exhibit A;

(ii)          pay the aggregate Exercise Price in cash or check to the Surviving Corporation;

(iii)         furnish to the Surviving Corporation appropriate documentation that the entity exercising the Option (if other than Optionee) has the right to exercise this Option;

(iv)         execute and deliver to the Surviving Corporation such written representations as may be requested by the Surviving Corporation in order for it to comply with the applicable requirements of Federal and state securities laws; and

(v)          make appropriate arrangements with the Surviving Corporation (or parent or subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Option exercise.

(b)          As soon as practical after the date of exercise (“Exercise Date”), the Surviving Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.

(c)          In no event may the Option be exercised for any fractional shares.

8.           Compliance with Laws and Regulations.

(a)         The exercise of the Option and the issuance of Option Shares upon such exercise shall be subject to compliance by the Surviving Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq National Market, if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance.

(b)         The inability of the Surviving Corporation to obtain approval from any regulatory body having authority deemed by the Surviving Corporation to be necessary to the lawful issuance and sale of any Option Shares pursuant to the Option shall relieve the Surviving Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained subject to the repayment of any of the Exercise Price which has been previously paid. The Surviving Corporation, however, shall use its best efforts to obtain all such approvals.

9.           Integration. This Agreement is the entire and sole agreement of the parties hereto with respect to its subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter including, without limitation, the Previous Option.

10.          Successors and Assigns. Except to the extent otherwise provided in Paragraphs 3 and 5, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Surviving Corporation and its successors and assigns and Optionee, Optionee’s assigns and the legal representatives, heirs and legatees of Optionee’s estate.