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Published on 11/8/2006 in the Prospect News PIPE Daily.

New Issue: Viaspace gets $20 million equity line, sells $3.8 million of convertibles

By Sheri Kasprzak

New York, Nov. 8 - Viaspace Inc. received a $20 million standby equity distribution agreement from Cornell Capital Partners, LP and also sold $3.8 million in secured convertible debentures to that investor.

Under the terms of the three-year equity line, Cornell may buy shares of Viaspace at 97% of the lowest volume weighted average price for the five trading days before a draw.

Newbridge Securities Corp. was the placement agent.

Also, Cornell purchased $3.8 million in principal of 10% convertible debentures. The debentures are due in five years and are convertible into common shares at $0.60 each.

So far, the company has received $1.5 million from the deal and will receive another $1.2 million once a registration statement is filed with the Securities and Exchange Commission. The final $1.1 million will be funded once the statement is declared effective.

Cornell also received warrants for 1.5 million shares, exercisable at $0.50 each; a warrant for 2 million shares, exercisable at $0.60 each; a warrant for 885,000 shares, exercisable at $0.75 each; a warrant for 790,000 shares, exercisable at $0.95 each; and a warrant for 600,000 shares, exercisable at $1.15 each. The warrants are exercisable for five years.

Gilford Securities Inc. was the placement agent for the debenture offering.

Proceeds will be used for the expansion of the company's direct methanol fuel cell business.

Viaspace, based in Pasadena, Calif., develops hardware and software used by NASA and the U.S. Department of Defense.

Equity agreement

Issuer:Viaspace Inc.
Issue:Standby equity distribution agreement
Amount:$20 million
Tenor:Three years
Price:97% of the VWAP for the five trading days before a draw
Warrants:No
Investor:Cornell Capital Partners, LP
Placement agent:Newbridge Securities Corp.
Settlement date:Nov. 2
Stock symbol:OTCBB: VSPC
Stock price:$0.75 at close Nov. 2
Debentures
Issuer:Viaspace Inc.
Issue:Secured convertible debentures
Amount:$3.8 million
Maturity:Five years
Coupon:10%
Price:Par
Yield:10%
Conversion price:$0.60
Warrants:For 5,775,000 shares
Warrant expiration:Five years
Warrant strike price:$0.50 for 1.5 million shares, $0.60 for 2 million shares, $0.75 for 885,000 shares, $0.95 for 790,000 shares, $1.15 for 600,000 shares
Investor:Cornell Capital Partners, LP
Placement agent:Gilford Securities Inc.
Settlement date:Nov. 2
Stock symbol:OTCBB: VSPC
Stock price:$0.75 at close Nov. 2

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