EMPLOYMENT AGREEMENT

Exhibit 10.5

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “ Agreement ”), dated as of October 21, 2008 by and between Stephen Muzi, (“ Executive ”), and VIASPACE Green Energy Inc. (“VGE”) a British Virgin Islands  corporation having its principal office at 171 N. Altadena Drive, Pasadena, California 91107 .

WHEREAS, VGE and Executive are parties to a Securities Purchase Agreement dated as of October 21, 2008 (“ Purchase Agreement ”), and all capitalized terms not defined herein have the meanings given in the Purchase Agreement;

WHEREAS, VGE believes that Executive provides unique advisory and management services for VGE and wishes to retain the continued services of Executive as its Chief Financial Officer, Treasurer and Secretary;

WHEREAS, VGE and Executive have reached an understanding with respect to Executive’s employment with VGE for a two year period commencing as of the date of this Agreement; and

WHEREAS, VGE and Executive desire to evidence their agreement in writing and to provide for the employment of Executive by VGE on the terms set forth herein.

1.            Employment, Duties and Acceptance .

1.1           Effective as of the date of this Agreement, VGE hereby agrees to the employment of Executive as its Chief Financial Officer, Treasurer and Secretary, and Executive hereby accepts such employment on the terms and conditions contained in this Agreement.  During the term of this Agreement, Executive shall make himself available to VGE and to any of its subsidiaries or affiliates as directed to pursue the business of VGE subject to the supervision and direction of the Chief Executive Officer of VGE.

1.2           VGE may assign Executive such general management and supervisory responsibilities and executive duties for VGE as are appropriate and commensurate with Executive’s position as Chief Financial Officer, Treasurer and Secretary of VGE.

1.3           Executive accepts such employment and agrees to devote substantially all of his business time, energies and attention to the performance of his duties hereunder and as an executive officer or director of subsidiaries of VGE.  Nothing herein shall be construed as preventing Executive from making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of his family have an interest); provided, however, that these activities do not materially interfere with the performance of his duties hereunder or violate the provisions of Section 4.4 hereof.

2.            Compensation and Benefits .

2.1           VGE shall pay to Executive a salary at an annual base rate of not less than $180,000 for the term hereof, beginning in the seventh (7 ^th ) month after the date of this Agreement, not less frequently than twice per month.  

2.2           VGE shall also pay to Executive such bonuses as may be determined from time to time by the VGE Board of Directors.  In determining the annual bonus to be paid to Executive, the VGE Board may, among other factors they believe to be appropriate, consider, and give varying degrees of importance to, Executive’s contribution to the following:

(c)           satisfaction of VGE’s capital requirements;

(e)           growth in VGE’s perceived value; and

2.3           Executive shall be entitled to such insurance and other benefits if offered by VGE, including, among others, medical and dental, subject to applicable waiting periods and other conditions which may be generally applicable.

2.4           Executive shall be entitled to 15 days of paid time off in each year beginning on the date of employment.

2.5           VGE will pay or reimburse Executive for all reasonable or otherwise duly authorized transportation, hotel and other expenses incurred by Executive on business trips (including coach class air travel) and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the business of VGE against itemized receipts submitted with respect to any such expenses.

3.            Term and Termination .

3.1           The initial term of this Agreement commences as of the date of this Agreement and, unless sooner terminated as herein provided, shall continue for two (2) years.  The initial term may be extended by Executive for two additional one-year periods.

3.2           If Executive dies during the term of this Agreement, this Agreement shall thereupon terminate, except that VGE shall pay to the legal representative of Executive’s estate the base salary due Executive at the time of death, including previously accrued but unpaid bonuses, expense reimbursements and accrued but unused paid time off pay.

3.3           If Executive shall be rendered incapable by an incapacitating illness or disability (either physical or mental) of complying with the terms, provisions and conditions hereof on his part to be performed for a period in excess of 180 consecutive days during any consecutive twelve (12) month period, then VGE, at its option, may terminate this Agreement by written notice to Executive.  VGE shall pay to Executive all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay.

3.4           VGE, by notice to Executive, may terminate this Agreement for Cause.  As used herein, “ Cause ” means (a) the refusal in bad faith by Executive to carry out specific written directions of the Board, (b) intentional fraud or dishonest action by Executive in his relations with VGE, (“dishonest” for these purposes shall mean Executive’s knowingly making of a material misstatement to the Board for the purpose of obtaining direct personal benefit); (c) the conviction of Executive of any crime involving an act of significant moral turpitude; (d) any act (or failure to act), knowingly committed by Executive, that is in violation of written VGE policies, this Agreement or VGE’s written agreements with third parties and that is materially damaging to the business or reputation of VGE as determined in good faith by the CEO.  Notwithstanding the foregoing, no Cause for termination shall be deemed to exist with respect to Executive’s acts described in clause (a) or (b) or (d) above, unless the CEO shall have given written notice to Executive (after five (5) days advance written notice to Executive and a reasonable opportunity to Executive to present his views with respect to the existence of Cause), specifying the Cause with particularity and, within twenty (20) business days after such notice, Executive shall not have disputed the CEO’s determination or in reasonably good faith taken action to cure or eliminate prospectively the problem or thing giving rise to such Cause.

3.5           Executive, by notice to VGE, may terminate this Agreement if a Good Reason exists.  For purposes of this Agreement, “ Good Reason ” means the occurrence of any of the following circumstances without Executive’s prior express written consent: (a) a material adverse change in the nature of Executive&rsqu