EXHIBIT 10.1

                            STOCK PURCHASE AGREEMENT

                            VOCALSCAPE NETWORKS, INC.

      STOCK PURCHASE AGREEMENT (this "Agreement") made as of the date set forth
on the signature page hereof by and between Vocalscape Networks, Inc., a Nevada
corporation (the "Company"), and Robert Koch (the "Purchaser").

                                   WITNESSETH:

      WHEREAS, the Company is offering in a private placement (the "Offering")
up to Twenty Thousand (20,000) shares of its Series A Convertible Preferred
Stock, par value $0.001 per share (the "Shares"), for consideration of the
agreement of the Purchaser to cancel $5,000 of debt (the "Cancellation of Debt")
owed by the Company to the Purchaser pursuant to that certain Promissory Note
dated January 27, 2004 (the "Promissory Note");

      WHEREAS, the obligations to pay the holder of the Promissory Note were
assumed by Vocalscape Networks, Inc. (then a wholly owned subsidiary of
Vocalscape, Inc.) and, in turn, assumed by the Company pursuant to that certain
merger on October 4, 2005, by and between the Company (then named "Dtomi, Inc.")
and Vocalscape Networks, Inc. (which merged into Dtomi, Inc.; after consummation
of the merger Dtomi, Inc. changed its name to "Vocalscape Networks, Inc."), with
such assumptions of the Promissory Note being consented to by the holder of the
Promissory Note;

      WHEREAS, Bedford Investments, LLC, the original holder of the Promissory
Note, has assigned all rights, title and interest the Promissory Note to
Purchaser, with such assignment not requiring the consent of the maker of the
Promissory Note;

      WHEREAS, Purchaser, being a duly elected and incumbent officer and
director of the Company, is an "accredited investor" as such terms is defined
under Rule 501(a) of the Securities Act of 1933, as amended (the "Act");

      WHEREAS, the Company is offering the Shares pursuant to the exemption from
registration promulgated under Rule 506 of Regulation D of the Act;

      WHEREAS, the Purchaser desires to purchase that number of Shares set forth
on the signature page hereof on the terms and conditions hereinafter set forth;
and

      WHEREAS, the closing price for shares of common stock on the
Over-the-Counter Bulletin Board on January 9, 2006, was $.17 per share.

      NOW, THEREFORE, in consideration of the premises and the mutual
representations and covenants hereinafter set forth, the parties hereto agree as
follows:

      1. Subscription for Shares and Representations by Purchaser.

            1.1 Subject to the terms and conditions hereinafter set forth, the
      Purchaser hereby irrevocably subscribes for and agrees to purchase from
      the Company such Shares as is set forth upon the signature page hereof and
      the Company agrees to sell such Shares to the Purchaser for the
      Cancellation of Debt. A stock certificate representing the Shares will be
      delivered by the Company to the Purchaser promptly following the execution
      of this Agreement, pursuant to written instructions provided by Purchaser
      to the Company.

            1.2 The Purchaser recognizes that the purchase of Shares involves a
      high degree of risk in that (i) the Company remains an early stage
      business with a limited operating history and will require funds in
      addition to the proceeds of the Offering, (ii) an investment in the
      Company is highly speculative and only investors who can afford the loss
      of their entire investment should consider investing in the Company, (iii)
      the Purchaser may not be able to liquidate its investment, (iv)
      transferability of the Shares is extremely limited, and (v) in the event
      of a disposition, the Purchaser could sustain the loss of its entire
      investment.

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            1.3 The Purchaser represents that the Purchaser is (i) an
      "accredited investor" as such term is defined in Rule 501 of Regulation D
      promulgated under the Act, (ii) a duly elected and incumbent officer and
      director of the Company, and (iii) is able to bear the economic risk and
      illiquidity of an investment in the Shares, and

            1.4 The Purchaser hereby acknowledges and represents that (i) the
      Purchaser has prior investment experience, including investment in
      non-listed and unregistered securities, or that the Purchaser has employed
      the services of an investment advisor, attorney and/or accountant to read
      all of the documents furnished or made available by the Company both to
      the Purchaser and to all other prospective investors to evaluate the
      merits and risks of such an investment on the Purchaser's behalf, (ii) the
      Purchaser recognizes the highly speculative nature of an investment in the
      Shares, and (iii) the Purchaser is able to bear the economic risk and
      illiquidity which the Purchaser assumes by investing in the Shares.

            1.5 To the extent necessary, the Purchaser has retained, at its own
      expense, and relied upon the advice of appropriate professionals regarding
      the investment, tax and legal merits and consequences of this Agreement
      and its purchase of the Shares hereunder.

            1.6 The Purchaser understands that none of the Shares have been
      registered under the Act by reason of a claimed exemption under the
      provisions of the Act which depends, in part, upon the Purchaser's
      investment intention. In this connection, the Purchaser hereby represents
      that the Purchaser is purchasing the Shares for the Purchaser's own
      account for investment and not with a view toward the resale or
      distribution thereof to others. The Purchaser, if an entity, was not
      formed for the purpose of purchasing the Shares. The Purchaser understands
      that Rule 144 promulgated under the Act requires, among other conditions,
      a one-year holding period prior to the resale (in limited amounts) of
      securities acquired in a non-public offering without having to satisfy the
      registration requirements under the Act.

            1.7 The Purchaser understands and hereby acknowledges that the
      Company is under no obligation to register the Shares under the Act or any
      state securities or "blue sky" laws. The Purchaser consents that the
      Company may, if it desires, permit the transfer of the Shares out of the
      Purchaser's name only when the Purchaser's request for transfer is
      accompanied by an opinion of counsel reasonably satisfactory to the
      Company that neither the sale nor the proposed transfer results in a
      violation of the Act or any applicable state "blue sky" laws
      (collectively, "Securities Laws").

            1.8 The Purchaser consents to the placement of a legend on any
      certificate or other document evidencing the Shares indicating that such
      Shares have not been registered under the Act or any state securities or
      "blue sky" laws and setting forth or referring to the restrictions on
      transferability and sale thereof contained in this Agreement. The
      Purchaser is aware that the Company will make a notation in its
      appropriate records and issue "stop transfer" instructions to its transfer
      agent with respect to the restrictions on the transferability of such
      Shares.

      2. Representations by the Company.

      The Company hereby represents and warrants to the Purchaser that:

            2.1 Organization and Qualification. The Company is a corporation
      duly organized, validly existing and in good standing under the laws of
      the State of Nevada and has full corporate power and lawful authority to
      conduct its business as presently conducted. The Company is duly qualified
      to do business as a foreign corporation and is in good standing in each
      jurisdiction in which the nature of the business presently conducted by it
      or the properties owned, leased or operated by it, makes such
      qualification or licensing necessary and where the failure to be so
      qualified or licensed would have a material adverse effect upon the
      business, prospects or financial condition of the Company.

<PAGE>

            2.2 Capitalization and Voting Rights. The Company is authorized to
      issue 100 million shares of common stock, $0.001 par value, of which
      approximately 1,539,009 shares are issued and outstanding as of December
      31, 2005, and 25 million shares of preferred stock, $0.001 par value, none
      of which are issued and outstanding. All issued and outstanding shares of
      capital stock of the Company are validly issued, fully paid and
      nonassessable. Except as set forth in this Agreement or in the Company's
      filings made with the Securities and Exchange Commission (the "SEC
      Filings"), there are no outstanding options, warrants, agreements,
      commitments, convertible securities, preemptive rights or other rights to
      subscribe for or to purchase any shares of capital stock of the Company
      nor are there any agreements, promises or commitments to issue any of the
      foregoing. Except as set forth in the SEC Filings, in this Agreement and
      as otherwise required by law, there are no restrictions upon the voting or
      transfer of the Shares pursuant to the Company's Articles of
      Incorporation, as amended, (the "Articles of Incorporation"), Bylaws or
      other governing documents or any agreement or other instruments to which
      the Company is a party or by which the Company is bound; provided,
      however, that the Shares will be subject to restrictions on transfer and
      Securities Laws as provided herein.

            2.3 Authorization; Enforceability. The Company has all corporate
      right, power and authority to enter into this Agreement and to consummate
      the transactions contemplated hereby. All corporate action on the part of
      the Company, its directors and stockholders necessary for the
      authorization, execution, delivery and performance of this Agreement by
      the Company, the authorization, sale, issuance and delivery of the Shares
      and the performance of the Company's obligations hereunder has been taken.
      This Agreement has been duly executed and delivered by the Company and
      constitutes a legal, valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms, subject to
      laws of general application relating to bankruptcy, insolvency and the
      relief of debtors and rules of law governing specific performance,
      injunctive relief or other equitable remedies, and to limitations of
      public policy. The Shares have been duly and validly authorized and, upon
      the issuance and delivery thereof and payment therefor as contemplated by
      this Agreement, will be free and clear of liens (other than any liens
      created by or imposed on the holders thereof through no action of the
      Company), duly and validly authorized and issued, fully paid and
      nonassessable. The issuance and sale of the Shares contemplated hereby
      will not give rise to any preemptive rights or rights of first refusal on
      behalf of any person.

            2.4 No Conflict; Governmental Consents.

            (a) The execution and delivery by the Company of this Agreement, the
consummation of the transactions contemplated hereby and the offer and sale of
the Shares will not result in the violation of any law, statute, rule,
regulation, order, writ, injunction, judgment or decree of any court or
governmental authority to or by which the Company is bound that would have a
material adverse effect upon the business or financial condition of the Company,
or of any provision of the Articles of Incorporation or Bylaws of the Company,
and will not conflict with, or result in a breach or violation of, any of the
terms or provisions of, or constitute (with due notice or lapse of time or both)
a default under, any lease, loan agreement, mortgage, security agreement, trust
indenture or other agreement or instrument to which the Company is a party or by
which it is bound or to which any of its properties or assets is subject, nor
result in the creation or imposition of any lien upon any of the properties or
assets of the Company that would have a material adverse effect upon the
business or financial condition of the Company.

            (b) No consent, waiver, approval, authorization or other order of
any governmental authority or other third-party is required to be obtained by
the Company in connection with the authorization, execution and delivery of this
Agreement or with the authorization, issuance and sale of the Shares, except for
such consents, waivers, approvals, authorizations, orders or filings as may be
required to be obtained or made, and which shall have been obtained or made at
or prior to the required time and except for such consents, waivers, approvals,
authorizations, orders or filings that would not materially adversely affect the
business, property, financial condition or results of operations of the Company.

            2.5 Licenses. The Company has all licenses, permits and other
      governmental authorizations currently required for the conduct of its
      business or ownership of properties and is in all material respects
      complying therewith, except for any licenses, permits or other
      governmental authorizations which would not materially adversely affect
      the business, property, financial condition, or results of operations of
      the Company.

            2.6 Litigation. The Company knows of no pending or threatened legal
      or governmental proceedings against the Company which could materially
      adversely affect the business, property, financial condition or results of
      operations of the Company.

<PAGE>

            2.7 Investment Company. The Company is not an "investment company"
      within the meaning of such term under the Investment Company Act of 1940,
      as amended, and the rules and regulations of the Securities and Exchange
      Commission thereunder.

      3. Conditions to Obligations of the Purchaser and the Company.

            3.1 The Purchaser's obligation to purchase the Shares is subject to
      the fulfillment of the following conditions, which conditions may be
      waived at the option of each Purchaser to the extent permitted by law:

            (a) Representations and Warranties. The representations and
warranties made by the Company in Section 2 hereof shall be true and correct in
all material respects when made, and shall be true and correct in all material
respects on the Closing Date with the same force and effect as if they had been
made on and as of said date.

            (b) Covenants. All covenants, agreements and conditions contained in
this Agreement to be performed by the Company on or prior to such purchase shall
have been performed or complied with in all material respects.

            (c) No Legal Order Pending. There shall not then be in effect any
legal or other order enjoining or restraining the transactions contemplated by
this Agreement.

            (d) No Law Prohibiting or Restricting Such Sale. There shall not be
in effect any law, rule or regulation prohibiting or restricting such sale or
requiring any consent or approval of any person to issue the Shares which
consent or approval shall not have been obtained (except as may otherwise be
provided in this Agreement).

            3.2 The Company's obligation to sell the Shares at the Closing is
      subject to the fulfillment on or prior to the Closing Date of the
      following conditions, which conditions may be waived at the option of the
      Company to the extent permitted by law:

            (a) Acknowledgements, Representations and Warranties. The
acknowledgements, representations and warranties made by the Purchaser in
Section 1 hereof shall be true and correct in all respects when made, and shall
be true and correct in all material respects on the date that the transactions
contemplated in Section 1 are consummated with the same force and effect as if
they had been made on and as of said date; provided, however, that any
acknowledgement, representation or warranty made by the Purchaser that is not
true and correct and as a result the Purchaser is not an "accredited investor"
under Rule 501 under Regulation D of the Act or the Company is not able to rely
upon a private placement exemption under Rule 506 under Regulation D of the Act
for the issuance of the Shares will automatically be deemed to be material. If
any such representations, warranties or acknowledgements shall not be true and
accurate in any respect prior to the Closing, the undersigned shall give
immediate written notice of such fact to the Company, and to its
representatives, if any, specifying which representations, warranties or
acknowledgements are not true and accurate and the reason therefor.

            (b) Covenants. All covenants, agreements and conditions contained in
this Agreement to be performed by the Purchaser on or prior to such purchase
shall have been performed or complied with in all material respects.

            (c) No Legal Order Pending. There shall not then be in effect any
legal or other order enjoining or restraining the transactions contemplated by
this Agreement.

            (d) No Law Prohibiting or Restricting Such Sale. There shall not be
in effect any law, rule or regulation prohibiting or restricting such sale or
requiring any consent or approval of any person to issue the Shares which
consent or approval shall not have been obtained (except as may otherwise be
provided in this Agreement).

      4. Miscellaneous.

            4.1 Any notice or other communication given hereunder shall be
      deemed sufficient in writing and sent by (a) telecopy or facsimile at the
      address or number designated below (if delivered on a business day during
      normal business hours where such notice is to be received); or (b)
      registered or certified mail, return receipt requested, or delivered by
      hand against written receipt therefor, addressed to Vocalscape Networks,
      Inc., 305 - 1847 West Broadway, Vancouver, British Columbia, Canada V6J
      1Y6, Attention: President. Notices shall be deemed to have been given or
      delivered on the date of mailing, except notices of change of address,
      which shall be deemed to have been given or delivered when received.

<PAGE>

            4.2 Except as set forth in Section 4.9, this Agreement shall not be
      changed, modified or amended except by a writing signed by the parties to
      be charged, and this Agreement may not be discharged except by performance
      in accordance with its terms or by a writing signed by the party to be
      charged.

            4.3 Upon the execution and delivery of this Agreement by the
      Purchaser, this Agreement shall become a binding obligation of the
      Purchaser with respect to the purchase of Shares as herein provided,
      subject to acceptance by the Company; subject, however, to the right
      hereby reserved to the Company to enter into the same agreements with
      other purchasers and to add and/or delete other persons as purchasers.

            4.4 Notwithstanding the place where this Agreement may be executed
      by any of the parties hereto, the parties expressly agree that all the
      terms and provisions hereof shall be construed in accordance with and
      governed by the laws of the State of Washington, United States of America,
      without regard to principles of conflicts of law.

            4.5 The holding of any provision of this Agreement to be invalid or
      unenforceable by a court of competent jurisdiction shall not affect any
      other provision of this Agreement, which shall remain in full force and
      effect. If any provision of this Agreement shall be declared by a court of
      competent jurisdiction to be invalid, illegal or incapable of being
      enforced in whole or in part, such provision shall be interpreted so as to
      remain enforceable to the maximum extent permissible consistent with
      applicable law and the remaining conditions and provisions or portions
      thereof shall nevertheless remain in full force and effect and enforceable
      to the extent they are valid, legal and enforceable, and no provisions
      shall be deemed dependent upon any other covenant or provision unless so
      expressed herein.

            4.6 It is agreed that a waiver by either party of a breach of any
      provision of this Agreement shall not operate, or be construed, as a
      waiver of any subsequent breach by that same party.

            4.7 The parties agree to execute and deliver all such further
      documents, agreements and instruments and take such other and further
      action as may be necessary or appropriate to carry out the purposes and
      intent of this Agreement.

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

            4.9 The Purchaser agrees not to issue any public statement with
      respect to the Purchaser's investment or proposed investment in the
      Company or the terms of any agreement or covenant between them and the
      Company without the Company's prior written consent, except such
      disclosures as may be required under applicable law or under any
      applicable order, rule or regulation.

            4.10 Nothing in this Agreement shall create or be deemed to create
      any rights in any person or entity not a party to this Agreement.

            4.11 Any pronoun herein shall include all genders and/or the plural
      or singular as appropriate from the context.

      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.

                            [signature page follows]

<PAGE>

Number of Shares Subscribed:       20,000 shares of Series A Convertible
                                   Preferred Stock

Multiplied by Debt Cancelled:      $.25 cancellation of debt per share purchased

Equals Subscription Amount of
Debt Cancelled:                    $5,000 of cancellation of debt under the
                                   Promissory Note

Name in which securities should
be issued:                         Robert Koch

PURCHASER:

By:  ________________________________       Date:  January ___, 2006
     Name: Robert Koch

Address:  ___________________________

Telephone:  _________________________

Facsimile:  _________________________

Tax ID or Social Security Number:  ____________________________

This Subscription Agreement is agreed to and accepted as of January ___, 2006.

VOCALSCAPE NETWORKS, INC.

By:  ________________________________
     Name: Ron McIntyre
     Title: President