Unassociated Document


    Exhibit
      10.3

    


    STOCK
      PURCHASE AGREEMENT

    


    THIS
      STOCK PURCHASE AGREEMENT (the “Agreement”) made and entered into as of October
      ______, 2007 is by and among JAB INTERACTIVE LLC, a Delaware limited liability
      company (the “Seller”), STEPHEN BARTKIW (“Bartkiw”), VOIS PARTNERS LLC, a
      Florida limited liability company (the “Buyer”), VOIS INC., a Delaware
      corporation (“VOIS” or the “Company”) and SCHNEIDER WEINBERGER & BEILLY LLP
      (the “Escrow Agent”).

    


    RECITALS

    


    WHEREAS,
      the Seller owns 1,200,000 shares of Common Stock (the “Shares”) of VOIS;


    


    WHEREAS,
      Bartkiw has served as an executive officer of VOIS, made certain loans to VOIS,
      accrued certain wages and incurred expenses on behalf of VOIS as described
      on
      Exhibit A hereto (collectively, the “Bartkiw Payables”);

    


    WHEREAS,
      the Company acknowledges that it has incurred certain liabilities to various
      employees, consultants and contractors, as specifically set forth on Exhibit
      A
      hereto (the “Third Party Payables” and together with the Bartkiw Payables, the
“Payables”);

    


    WHEREAS,
      Buyer is a limited liability company organized under Florida law whose sole
      member is Gary Schultheis;

    


    WHEREAS,
      the Buyer desires to purchase and the Seller desires to sell the Shares to
      Buyer
      for the consideration and upon the terms and conditions hereinafter contained;
      and

    


    WHEREAS,
      VOIS is seeking and will use its best efforts to obtain financing from
      unaffiliated third party financial sources involving gross proceeds of
      $3,000,000 (the “Financing”), which Financing shall be a condition to the
      consummation of this Agreement;


    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein and in reliance upon the representations and warranties and conditions
      hereinafter set forth, the parties agree as follows:

    


    19. Purchase
      of Shares.
      Subject
      to the terms and conditions hereof, including completion of the Financing,
      Buyer
      agrees to purchase and Seller agrees to sell the Shares to Buyer at a purchase
      price of $0.20 per Share or a total of $240,000 (the “Purchase Price”). The
      Purchase Price shall be paid to the Seller by the Buyer no later than April
      1,
      2008. VOIS agrees to use its best efforts to complete the Financing by April
      1,
      2008. The Buyer shall have the right to sell, assign and transfer the Shares
      or
      any portion thereof to third parties, including VOIS, following the closing
      of
      this transaction. Pending receipt of the Purchase Price and fulfillment of
      the
      other terms of this Agreement, the Shares will be deposited in escrow pursuant
      to Section 3 herein.

    


    20. Payment
      of Payables.
      Subject
      to fulfillment of the terms of this Agreement, VOIS agrees to pay (a) to Bartkiw
      on or prior to April 1, 2008 the Bartkiw Payables; and (b) to certain third
      parties the Third Party Payables, which it will discharge on or prior to April
      1, 2008. 

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    21. Escrow
      Account.
      Buyer,
      VOIS and Seller shall establish an escrow account (the “Escrow Account”) with
      the Escrow Agent upon the following terms and conditions:

    


    (a) Subject
      to the terms and conditions hereof, on or before 5:00 p.m. Eastern time on
      April
      1, 2008, Buyer and VOIS shall deposit funds by wire transfer or check into
      the
      trust account of the Escrow Agent in an amount equal to the Purchase Price,
      the
      Bartkiw Payables and the Third Party Payables (collectively the “Purchase
      Funds”). 

    


    (b) Upon
      execution hereof, Seller shall deposit into the Escrow Account stock
      certificate(s) for the Shares, which stock certificates shall be duly endorsed
      for transfer or accompanied by a duly executed stock power, and in the case
      of
      Common Stock of the Company to be sold pursuant hereto, with Seller’s signature
      thereon guaranteed by a broker-dealer firm or bank using a medallion guarantee,
      or in the case of an entity Seller, all transfer documents required by the
      Company’s transfer agent, including duly executed certificates of corporate
      authorization to transfer also with a medallion guarantee (the “Stock
      Certificates” and the “Documents,” respectively).

    


    (c) Upon
      receipt of the Stock Certificates and Documents from the Seller and the Purchase
      Funds from Buyer and VOIS, the Escrow Agent shall deliver the Purchase Funds
      to
      the Seller and shall deliver the Share Certificates and Documents to Buyer,
      designees of the Buyer or to the Company’s transfer agent.

    


    (d) If
      all
      the Purchase Funds have not been received by the Escrow Agent on or before
      5:00
      p.m. Eastern time on April 1, 2008, unless otherwise instructed, in writing,
      by
      the parties hereto, the Escrow Agent shall return the Share Certificates and
      Documents to the Seller, and shall return any Purchase Funds in the Escrow
      Account to Buyer and VOIS without deduction or offset if they are being held
      by
      the Escrow Agent.

    


    (e) In
      the
      event VOIS has completed the Financing, and Buyer and VOIS fail to fulfill
      their
      obligations herein, Seller and Bartkiw shall retain the right to pursue
      available remedies against Buyer and VOIS.

    


    22. Indemnification.
      Buyer,
      VOIS, Bartkiw and the Seller, individually and collectively, their successors
      and assigns, agree, jointly and severally, to indemnify, defend and hold
      harmless the Escrow Agent from and against any and all costs (including, without
      limitation, all legal fees and any related expenses), liabilities, claims and
      losses arising out of or in connection with this Agreement or any action or
      failure to act by the Agent under this Escrow Agreement, except as provided
      in
      paragraph 7 below.

    


    23. Representations
      and Warranties by the Seller.
      Seller
      represents and warrants to Buyer and VOIS as follows:

    


    (a) Seller
      owns the Shares and at closing will transfer to Buyer good and valid title
      to
      the Shares free and clear of all liens, claims, options, charges and
      encumbrances whatsoever.

    


    (b) Seller
      has full power and authority to execute this Agreement and consummate the
      transactions contemplated hereby, and this Agreement is binding on the Seller
      and enforceable in accordance with its terms. Mr. Stephen Bartkiw is the sole
      or
      managing member of the Seller and has full power and authority to execute and
      deliver this Agreement on behalf of the Seller. The execution and delivery
      of
      this Agreement and consummation of the transactions contemplated hereby do
      not
      violate or conflict with or constitute a default under any material contract,
      agreement or commitment of any kind to which the Seller is a party or by which
      the Seller or the Seller’s property is bound, or to the Seller’s knowledge, any
      existing applicable law, rule, regulation, judgment, order or decree of any
      government, governmental instrumentality or court, domestic or foreign, having
      jurisdiction over the Seller or any of the Seller’s property.


    
      
         

      

      
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    24. Representations
      and Warranties by the Buyer and VOIS.
      Buyer
      and VOIS represent and warrant to the Seller that Buyer and VOIS have full
      power
      and authority to execute this Agreement and consummate the transactions
      contemplated hereby, and this Agreement is binding on the Buyer and VOIS and
      enforceable in accordance with its terms. The execution and delivery of this
      Agreement and consummation of the transactions contemplated hereby do not
      violate or conflict with or constitute a default under any material contract,
      agreement or commitment of any to which the Buyer or VOIS is a party or by
      which
      the Buyer and VOIS or Buyer’s or VOIS’ property is bound, or any existing
      applicable law, rule, regulation, judgment, order or decree of any government,
      governmental instrumentality or court, domestic or foreign, having jurisdiction
      over the Buyer or VOIS or any of the Buyer’s or VOIS’ property.

    


    25. Concerning
      the Escrow Agent.
      To
      induce the Escrow Agent to act hereunder, it is further agreed by the parties
      hereto that:

    


    (a) This
      Agreement expressly sets forth all the duties of the Escrow Agent with respect
      to any and all matters pertinent hereto. No implied duties or obligations on
      the
      part of the Escrow Agent shall be read into this Agreement. The Escrow Agent
      shall not be bound by the provisions of any agreement among the other parties
      hereto except this Agreement.

    


    (b) The
      Escrow Agent shall not be liable for any action or failure to act in its
      capacity as Escrow Agent hereunder unless such action or failure to act shall
      constitute gross negligence or willful misconduct on the part of the Escrow
      Agent, in which case there shall be no indemnification obligations as provided
      in Paragraph 4, and the Escrow Agent shall indemnify and hold harmless the
      Seller, Buyer and their respective officers, directors, agents and employees
      from and against any loss, cost or expense (including reasonable attorneys’
fees) that they may suffer or incur as a consequence of such gross negligence
      or
      willful misconduct.

    


    (c) The
      Escrow Agent shall be entitled to rely upon any order, judgment, certification,
      demand, notice, instrument or other writing delivered to it hereunder
      (collectively a “Notice”) without being required to determine the authenticity
      or the correctness of any fact stated therein or the propriety or validity
      of
      the service thereof. The Escrow Agent will confirm the receipt and content
      of
      any Notice with the other parties. The Escrow Agent may act in reliance upon
      any
      instrument or signature believed by it to be genuine and may assume, unless
      it
      has actual knowledge to the contrary, that any person purporting to give Notice
      or receipt or advice or make any statement or execute any document in connection
      with the provisions hereof has been duly authorized to do so.

    


    (d) The
      Escrow Agent may act pursuant to the advice of counsel with respect to any
      matter relating to this Agreement and shall not be liable for any action taken
      or omitted in accordance with such advice, except as provided in paragraph
      7(b)
      above. 

    


    (e) The
      Escrow Agent is serving as escrow holder only and having only possession
      thereof, and is not charged with any duty or responsibility to determine the
      validity or enforceability of any such document.

    


    (l) The
      Escrow Agent (and any successor Escrow Agent) may at any time resign as such
      by
      delivering the Stock Certificate(s) and Documents and the Purchase Funds to
      any
      successor Escrow Agent, jointly designated by the other parties hereto in
      writing, or to any court of competent jurisdiction, whereupon the Escrow Agent
      shall be discharged of and from any and all further obligations arising in
      connection with this Escrow Agreement thereafter. The resignation of the Escrow
      Agent will take effect on the earlier of (a) the appointment of a successor
      (including a court of competent jurisdiction) or (b) the day which is 30 days
      after the date of delivery of its written notice of resignation to the other
      parties hereto. If at that time the Escrow Agent has not received a designation
      of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that
      time shall be to safe keep the deposited Stock Certificate(s) and Documents
      and
      Purchase Funds and not make delivery or disposition thereof until receipt of
      a
      designation of successor Escrow Agent or a joint written disposition instruction
      by the other parties hereto or a final order of a court of competent
      jurisdiction.


    
      
         

      

      
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    (m) In
      the
      event of any disagreement among the parties hereto resulting in adverse claims
      or demands being made in connection with the Stock Certificate(s), Documents
      or
      Purchase Funds, or in the event that the Escrow Agent otherwise determines
      that
      the Stock Certificates, Documents and/or Purchase funds should be retained,
      then
      the Escrow Agent may retain the Stock Certificate(s), Documents and/or Purchase
      Funds until the Escrow Agent shall have received (i) a final non-appealable
      order of a court of competent jurisdiction directing delivery of the Stock
      Certificate(s) and/or Purchase funds, or (ii) a written agreement executed
      by
      the other parties hereto directing delivery of the Stock Certificate(s),
      Documents and/or Purchase Funds, in which case the Escrow Agent shall promptly
      deliver the Stock Certificate(s), Documents and/or Purchase Funds in accordance
      with such order or agreement. Any court order referred to in (i) above shall
      be
      accompanied by a legal opinion by counsel for the presenting party reasonably
      satisfactory to the Escrow Agent to the effect that said court order is final
      and non-appealable. The Escrow Agent shall make no independent determination
      regarding the Stock Certificate(s), Documents or Purchase Funds absent the
      filing and notice of a legal action by one or both of the parties.

    


    (n) This
      Agreement shall be binding upon and inure solely to the benefit of the parties
      hereto and their respective successors (including successors by way of merger)
      and assigns, heirs, administrators and representatives and shall not be
      enforceable by or inure to the benefit of any third party except as provided
      in
      paragraph 7(g) with respect to a resignation by the Escrow Agent. Each entity
      that is a party hereto represents and warrants that they have the full power
      and
      authority to bind the entity and that Escrow Agent may rely upon such
      representation with out further inquiry. This Agreement may be modified only
      in
      writing, signed by all of the parties hereto, and no waiver hereunder shall
      be
      effective unless in writing signed by the party to be charged.

    


    26. General
      Releases and Voluntary Waiver of Rights.
      At the
      closing of the transactions contemplated hereby, the parties hereto and the
      employees listed on Exhibit B hereto will enter into general
      releases.

    


    27. Miscellaneous.

    


    (a) The
      subject headings of the paragraphs of this Agreement are included for purposes
      of convenience only and shall not affect the construction or interpretation
      of
      any of its provisions.

    


    (b) This
      Agreement constitutes the entire agreement between the parties pertaining to
      the
      subject matter contained in it and supersedes all prior and contemporaneous
      agreements, representations and understandings of the parties. No supplement,
      modification or amendment of this Agreement shall be binding unless executed
      in
      writing by all the parties. No waiver of any of the provisions of this Agreement
      shall be deemed, or shall constitute, a waiver of any other provisions, whether
      or not similar, nor shall any waiver constitute a continuing waiver. No waiver
      shall be binding unless executed in writing by the party making the
      waiver.

    



    
      
         

      

      
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    (c) This
      Agreement may be executed simultaneously in one or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

    


    (d) Nothing
      in this Agreement, whether expressed or implied, is intended to confer any
      rights or remedies under or by reason of this Agreement on any persons other
      than the parties to it and their respective successors and assigns, nor is
      anything in this Agreement intended to relieve or discharge the obligation
      or
      liability of any third persons to any party to this Agreement, nor shall any
      provision give any third person any right of subrogation or action over against
      any party to this Agreement.

    


    (e) This
      Agreement shall be binding on and shall inure to the benefit of the parties
      to
      it and their respective heirs, legal representatives, successors and
      assigns.

    


    (f) If
      any
      legal action or any arbitration or other proceeding is brought for the
      enforcement of this Agreement, or because of an alleged dispute, breach, default
      or misrepresentation in connection with any of the provisions of this Agreement,
      the successful or prevailing party or parties shall be entitled to recover
      reasonable attorneys’ fees and other costs incurred in that action or
      proceeding, in addition to any other relief to which it or they may be
      entitled.

    


    (g) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida.

    


    (h) All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be validly given or made to another party if given
      by
      personal delivery, telex, facsimile, telegram or if deposited in the United
      States mail, certified or registered, postage prepaid, return receipt requested.
      If such notice, demand or other communication is given by personal delivery,
      telex, facsimile or telegram, service shall be conclusively deemed made at
      the
      time of receipt. If such notice, demand or other communication is given by
      mail,
      such notice shall be conclusively deemed given forty-eight (48) hours after
      the
      deposit thereof in the United States mail addressed to the party to whom such
      notice, demand or other communication is to be given as hereinafter set
      forth:

    


    
      	 	
              If
                to VOIS:

            	
              VOIS
                Inc.

            


    

    
      	 	 	
              2200
                N.W. Corporate Boulevard, Suite 306

            


    

    
      	 	 	
              Boca
                Raton, Florida 33431

            


    

    
      	 	 	
              Attention:
                President

            


    

    


    
      	 	
              If
                to Buyer:

            	
              VOIS
                Partners LLC

            


    

    
      	 	 	
              2200
                N.W. Corporate Boulevard, Suite 306

            


    

    
      	 	 	
              Boca
                Raton, Florida 33431

            


    

    
      	 	 	
              Attention:
                Gary Schultheis

            


    

    


    
      	 	
              If
                to Seller or Bartkiw:

            	
              JAB
                Interactive LLC

            


    

    
      	 	 	
              3
                Ocean Harbor Circle

            


    

    
      	 	 	
              Ocean
                Ridge, Florida 33435

            


    

    
      	 	 	
              Attention:
                Stephen Bartkiw

            


    

    


    
      	 	
              If
                to Escrow Agent:

            	
              Schneider
                Weinberger & Beilly LLP

            


    

    
      	 	 	
              2200
                Corporate Boulevard, N.W., Suite
                210

            


    

    
      	 	 	
              Boca
                Raton, Florida 33431

            


    

    



    
      
         

      

      
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    Any
      party
      may change its address for purposes of this paragraph by giving the other party
      written notice of the new address in the manner set forth above.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first set forth above.

    


    
      	 	
              VOIS
                INC.

            
	 	 
	 	
              
                By:_________________________________

              

            
	 	
                    
                President

            
	 	 
	 	
              BUYER:

            
	 	 
	 	
              VOIS
                PARTNERS LLC

            
	 	 
	 	
              
                By:_________________________________

              

            
	 	
                    
                Gary Schultheis, Sole Member

            
	 	 
	 	 
	 	
              SELLER:

            
	 	 
	 	
              JAB
                INTERACTIVE LLC

            
	 	 
	 	 
	 	 
	 	
              
                By:_________________________________

              

            
	 	
                    
                Stephen Bartkiw, Member

            
	 	 
	 	 
	 	 
	 	 
	 	
              STEPHEN
                BARTKIW

            
	 	 
	 	 
	 	
              ESCROW
                AGENT:

            
	 	 
	 	
              SCHNEIDER
                WEINBERGER & BEILLY LLP

            
	 	 
	 	 
	 	
              
                By:_________________________________

              

            
	 	
                    
                James M. Schneider, Partner

            


    

    


    
      
         

      

      
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