ASSET PURCHASE AGREEMENT

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT (this " Agreement ") dated effective as of December 22, 2008, by and between Knovitech, Inc., a Delaware corporation (" Buyer "), and VIASPACE Inc., a Nevada corporation (" Seller "). Buyer and Seller are individually referred to as a "Party" or collectively as "the Parties" herein.

RECITALS

WHEREAS, Seller runs a business in software and hardware in the defense, homeland security, systems diagnostics and prognostics, sensor fusion, information and computational technology in the U.S. (the " Transferred Business ") and also owns fuel cell, battery, and test equipment businesses, and an interest in Ionfinity LLC,, and holds indirectly holds majority ownership in a BVI and China-based enterprise manufacturing copyrighted artwork sold and marketed in major U.S. retail stores and harvesting fast-growing grass for biotech and animal feed purposes.

WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to Buyer, on the terms and subject to the conditions of this Agreement, a substantial amount of Seller’s assets (the " Assets ") in connection with the Transferred Business in exchange for the consideration described in Section 1 below;

WHEREAS, in connection with such transactions, Seller agrees to make certain additional representations and agreements with the Buyer as set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises of the mutual agreements and covenants hereinafter set forth, Buyer and Seller (collectively, the " Parties ") agree as follows:

Section 1. Purchase of Assets .

1.1 Assets . Seller hereby sells, assigns, conveys and otherwise transfers (" Transfer ") to Buyer, and Buyer’s successors and assigns, all of the right, title and interest in and to the Assets held by Seller, which consist of the following described assets (collectively, the " Purchased Assets "):

(a) trade and assumed names (except for the trade name "VIASPACE" and Direct Methanol Fuel Cell Corporation "DMFCC" and "Ionfinity");

(b) customer lists and customer orders received after Closing;

(c) Seller’s Licenses (as defined below) or other contractual arrangements for "SHINE", an inference engine technology, and any related Licenses from JPL/Caltech for use of SHINE in one or more applications including but not limited to defense applications, homeland defense, maritime security, and diagnostics and prognostics, medical systems, manufacturing, plan management, telecommunications, etc.);

(d) Seller’s Licenses and Intellectual Property relating to the AIMS Perimeter Surveillance Radar solution (by DMT) (" AIMS Radar ") and also the deposit on the radar equipment;

(e) Seller’s Licenses and Intellectual Property relating to:

(f) all other Seller’s right, title and interest in any technology Licenses or other similar agreements expressly assumed by the Buyer and set forth in Schedule 1 ;

(g) Certain equipment owned by Seller consisting of (i) desktop and laptop computers used by Seller’s consultants or employees as described on Schedule 2 attached hereto and (ii) test and manufacturing equipment needed to carry on the business units acquired by the Buyer;

(h) all other intangible assets related to the assets set forth in subsections (a) through (h) listed above;

(i) all uniform resource locators ("URLs") associated with the domain names of the Seller related, directly or indirectly, to the Purchased Assets as described in sub-sections (a) through (i) above, including, without limitation, any websites related to the Purchased Assets together with all content of such websites but excluding URLs and websites incorporating the trade name "VIASPACE", or relating to DMFCC (as defined below);

(j) all right, title and interest of Seller in and to all Intellectual Property rights relating to such assets set forth in sub-sections (a) through (j) above, including without limitation all books, payment records; accounts; correspondence; production records; technical, accounting and procedural manuals; development and design data; and other useful business records utilized in the conduct of or relating to the Purchased Assets (collectively "Records").

1.2 Excluded Assets . Notwithstanding anything contained in Section 1.1 to the contrary, Seller shall not Transfer to Purchaser, and Purchaser shall not accept the Transfer of, the following properties, assets and rights, all of which shall be retained by Seller (the " Excluded Assets "):

(b) the Intellectual Properties, including trademark, logo, trade name and corporate name, URLs, websites relating to and incorporating the name "VIASPACE", and Direct Methanol Fuel Cell Corporation , "DMFCC" and any modifications or derivations of any of the foregoing;

(c) Seller’s Equipment including without limitation, furniture, fixtures, computers and tenant improvements and computer servers, not otherwise described on Schedule 2 attached hereto; r;

(d) The energy businesses, including without limitation the humidity sensor, battery tester, and battery businesses and also Seller’s member interest in Ionfinity LLC, until after the option price of $400,000.00 is paid to Seller

(e) Seller’s Accounts Receivable for products or services arising out of transactions prior to closing;

(f) equity securities of, or any other rights, interests or privileges pertaining to any of Seller’s subsidiaries.

1.3 Closing . At the Closing, subject to the terms and conditions hereof, the Seller shall deliver to Buyer:

(a) an executed Bill of Sale in the form set forth as Exhibit A ;

(c) and the Seller’s Secretary’s Certificate.

and the Buyer shall deliver to Seller:

(b) and the Buyer’s Secretary’s Certificate.

1.4 Purchase Price Amount . The aggregate consideration to be paid by Buyer for the Assets (the " Purchase Price ") shall be $479,000:

(a) $200,000 which has already been paid by Buyer as a deposit upon executed of Term Sheets between Seller and Buyer;

(b) $250,000 payable by Buyer’s assumption of certain indebtedness of Seller as evidenced by that certain promissory note executed and delivered by Seller dated as of in the original principal amount of $250,000.00 plus accrued interest of $29,000 executed by Seller in favor of Rhino Steel Manufacturing Ltd. and subsequently acquired by SNK Capital Trust (" Rhino Note "). Buyer represents that the Rhino Note shall be deemed satisfied as of the Closing.

1.5 Liabilities . Buyer shall assume and agree to pay, honor and discharge when due, , (i)remaining amounts owed by Seller to DMT the supplier of the AIMS Radar (The radar assets in section 1.1(d) will not be transferred to Seller until the liability to DMT has been removed, Seller will retain all rights to the radar assets in section 1.1(d) if the liability has not been removed by December 31, 2008. , (" Assumed Liabilities "). Other than the Assumed Liabilities, Buyer shall not assume nor shall Buyer or any affiliate, or any officer, director, employee or stockholder of Buyer be deemed to assume, and none of the foregoing persons shall be liable for, any of the liabilities, obligations, litigation, disputes, debts, payables counterclaims, rights of set-off or return of Seller of any kind or nature, contingent or otherwise, known or unknown, direct or indirect, whether in existence on or prior to or after the date of Closing.

1.6 Definitions .

" Accounts Receivable " shall mean any and all accounts receivable, notes and other amounts receivable from third parties, whether or not in the ordinary course, together with any unpaid financing charges accrued thereon.

" Equipment " shall mean all furniture, fixtures and all equipment.

" Intellectual Property " shall mean, patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, franchises, licenses, databases, domain names, pages on the World Wide Web, computer programs and other computer software, including the software programs, server codes, database codes and HTML codes, if any, developed by Seller, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates, marketing materials, inventions, trade dress, logos and designs, and all documentation and all media constituting, describing or relating to the foregoing including but not limited to recommended product features.

" License " shall mean any contract or agreement that grants a person the right to use or otherwise enjoy the benefits of any Intellectual Property (including without limitation any covenants not to sue with respect to any Intellectual Property).

Section 2. Representations and Warranties of Seller . Seller hereby represents and warrants to, and agrees with, Buyer as follows:

2.1 Existence and Good Standing . Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all necessary power and authority to carry on its business as now being conducted and to own the Assets. The Company is duly qualified or duly licensed to transact business and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification necessary

2.2 Authorization and Validity of Agreement . Seller has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Seller, and the consummation by it of the transactions contemplated hereby, have been duly and validly authorized and approved by all necessary corporate action of Seller. This Agreement has been duly and validly executed and delivered by Seller and is a valid and binding obligation of Seller, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

2.3 Consents and Approvals; No Violations . The execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time or both: (a) violate, conflict with, or result in a breach or default under any provision of the organizational documents of Seller; (b) violate any statute, ordinance, rule, regulation, order, judgment or decree of any court or of any governmental or regulatory body, agency or authority applicable to Seller or by which the Assets may be bound; (c) except for any filings pursuant to applicable federal and states securities laws, require any filing by Seller with, or require Seller to obtain any permit, consent or approval of, or require Seller to give any notice to, any governmental or regulatory body, agency or authority or any other person..

2.4 Intellectual Property . To Seller’s knowledge, Seller has sufficient legal rights of ownership, license or otherwise to all patents, copyrights, trade secrets, information and proprietary rights and processes (collectively, the " Intellectual Property ") which comprise the Assets, without any conflict with or infringement of the rights of others, including, but not limited to, all parties with whom Seller has previously entered into contracts relating to the sale or license by or to Seller of any Intellectual Property. There are no outstanding options, licenses, or agreements of any kind relating to any of the Assets, nor is Seller bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. Seller has not received any communications alleging that Seller has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. Seller is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of Seller. Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated herein, shall conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated.

Section 3. Representations and Warranties of Buyer . Buyer hereby represents, warrants and agrees as follows:

3.1 Existence and Good Standing of Buyer; Power and Authority . Buyer is a corporation duly organized and validly existing under the laws of the state of incorporation. Buyer has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and is a valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.2 Consents and Approvals; No Violations . The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time or both: (a) violate, conflict with, or result in a breach or default under any provision of the articles of organization or by-laws or other comparable organizational documents or Buyer; (b) violate any statute, ordinance, rule, regulation, order, judgment or decree of any court or of any governmental or regulatory body, agency or authority applicable to Buyer or by which any of its properties or assets may be bound; (c) require any filing by Buyer with, or require Buyer to obtain any permit, consent or approval of, or require Buyer to give any notice to, any governmental or regulatory body, agency or authority or any other person.

3.3 Disclosure of Information. Buyer believes it has received all the information it considers necessary or appropriate for deciding whether to acquire the Assets. Buyer further represents that it has had an opportunity to ask questions and receive answers from Seller regarding the Assets and the Transferred Business of Seller.

Section 4. Covenants And Other Agreements .

4.1 Conduct of the Business . Seller covenants and agrees that, between the date hereof and the Closing, Seller shall conduct its business in the ordinary course and consistent with Seller’s past practice.

4.2 Option for Additional Purchase of Assets Seller grants Buyer an option to purchase the humidity sensor, battery tester, and battery businesses and VIASPACE’s share in Ionfinity LLC for a cash purchase price of $400,000 This option expires on April 18, 2009. If VIASPACE receives an offer for one or more of these businesses during the option period, Buyer must either purchase th