Filed by Automated Filing Services Inc. (604) 609-0244 - Alternet Systems Inc. - Exhibit 10.1






STOCK ACQUISITION AGREEMENT

     This Stock Acquisition Agreement
(the “Agreement”) is entered into on this 31st day of December, 2007 by and
among:

     (i) ALTERNET SYSTEMS, INC.
(“Acquirer”);

     (ii) Fabio Alvino, Eduardo &
Monica Bello, Henryk Dabrowski, Manfred Koroschetz, New Market Technology, Inc.,
John Puente, Red Hawke, Inc., and Hector Rodriguez (each, a “Transferor” and
collectively, the “Transferors” and, together with the Acquirer, the “Parties”);
and

     (iii) TEKVOICE COMMUNICATIONS,
INC., a Florida corporation with an office One Glen Royal Parkway, Suite 401,
Miami, Florida 33125 (the “Company”).

     WHEREAS, Transferors own all of
the outstanding shares of capital stock of the Company (the “Stock”);

     WHEREAS, Acquirer desires to
acquire from Transferors, and each Transferor desires to transfer to Acquirer,
all of the outstanding Stock that it owns in return for stock in the Acquirer,
all upon the terms and conditions hereinafter set forth; and

     WHEREAS, the Parties intend for
the transaction contemplated herein to qualify as a tax-free reorganization
under Section 368, (a).(1).(B) of the Internal Revenue Code of 1986, as amended
(the “Code”).

     NOW, THEREFORE, in consideration
of the mutual covenants and conditions of this agreement, as well as other good
and valuable considerations, the Parties hereto agree as follows:

     1.      Acquisition
and Transfer of Stock. Upon the terms and provisions of this Agreement,
Acquirer agrees to acquire and accept delivery from Transferors of, and
Transferors agree to assign, transfer and deliver to Acquirer, at the Closing
provided for in Section 3, all of shares of Stock, free and clear of all liens,
claims, charges, restrictions, equities or encumbrances of any kind,
constituting one hundred percent (100%) of the outstanding shares of Stock. Each
Transferor shall deliver such number of shares of Stock of the Company as set
forth opposite such Transferor’s name on Exhibit A to this Agreement.

     2.     
Consideration. As consideration for the Stock, Acquirer will transfer to
Transferors Four Million (4,000,000) new shares of Acquirer common, voting,
restricted stock (“Acquirer Stock”) with a valuation of Three Million and No/100
Dollars ($3,000,000) (the “Acquisition Price”). Each Transferor shall be
entitled to receive such portion of the Acquisition Price equal to the fraction
determined by dividing (i) the number of shares of Stock held by such Transferor
on the date of the execution of this 




Agreement (the “Closing Date”) by (ii) the total number of
shares of Stock held by all Transferors on the Closing Date.

     2.1     
Method of Payment. The Acquisition Price shall be paid to the Transferors
no later than 30 days after the Closing date.

     2.2      Additional
Consideration. In addition to the Acquisition Price to be paid pursuant to
Section 2.1, the Transferors, in the aggregate, shall be entitled to receive an
additional amount of Acquirer Stock from the Acquirer if Company sales from
January 1st, 2008 until December 31st, 2008 exceed by 20% the Company sales from
January 1st, 2007 until December 31st, 2007. The amount of such additional
consideration shall equal to Two Million (2,000,000) of new Acquirer common,
voting, restricted stock (the “Additional Consideration”). Any such Additional
Consideration shall be divided amongst the Transferors in the same proportion as
the Acquisition Price. In the event Acquirer is merged with another entity prior
to December 31st, 2008, the shares representing the Additional Consideration
shall be issued to the Transferors on the day immediately prior to the day that
such merger is to be consummated such that the sole consideration the
Transferors received pursuant to this Agreement is Acquirer Stock.

     3.     
Closing. The closing of the acquisition of the Stock (“Closing”) shall
take place upon the execution of this Agreement at One Glen Royal Parkway, Suite
401, Miami, Fl 33125 (or at such other place as the parties may mutually agree)
at 10:00 AM local time.

     3.1      Documents
to be Delivered by Transferors to Acquirer. At the Closing, Transferors will
deliver to Acquirer:

     (A)      stock
certificate(s) for 9,050,672 shares of Stock, free and clear of all liens,
claims, charges, restrictions, equities or encumbrances of any kind, which
certificates shall be duly endorsed to Acquirer or accompanied by duly executed
stock powers in form satisfactory to Acquirer;

     (B)     
a certificate of Transferors certifying as to the accuracy of Transferors’
representations and warranties at and as of the Closing and that Transferors
have performed and complied with all of the terms, provisions and conditions to
be performed and complied with by Transferors at or before the Closing;

     (C)      such
other certificates and documents Acquirer or its counsel may reasonably
request.

     3.2      Documents
to be Delivered by Acquirer to Transferors. At the Closing, Acquirer will
deliver to Transferors:

     (A)     
a certificate of Acquirer certifying as to the accuracy of Acquirer’s
representations and warranties at and as of the Closing and that Acquirer has
performed 

2




and complied with all of the terms, provisions and conditions
to be performed and complied with by Acquirer at or before the Closing; and

     (B)      such
other certificates and documents as Transferors or their counsel may reasonably
request, and

     (C)      employment
agreements to be signed for Mr. Henryk Dabrowski and Mr. Manfred Koroschetz,
and

     (D)      a
board resolution naming Mr. Manfred Koroschetz to the Board of Directors.

     (E)      the
naming and ratification of Mr. Henryk Dabrowski as Chairman of the Board and
Chief Executive Officer, Mr. Manfred Korschetz as Treasurer and Chief Technology
Officer, and Mr. Patrick Fitzsimmons as Director and President of the future
subsidiary Alternet Application Services, Inc, as set forth on Exhibit G, and


     (F)     
all previous conditions set in the binding Term Sheet signed by the parties on
December, 5th 2007, have met in full and in acceptance of the
Transferors.

     3.3      Form
and Substance of Documents. The documents and instruments referred to in
Sections 3.1 and 3.2 shall be in form and substance satisfactory to counsel for
the party to whom they are delivered.

     4.      Representations
and Warranties by Transferors. To the best of their knowledge, Transferors
represent and warrant to Acquirer as follows:

     4.1      Corporate
Organization. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Florida and has the
corporate power and authority to enter into and perform this Agreement, to carry
on its business as now being conducted and as proposed to be conducted and to
own and operate the properties and assets now owned and being operated by it.
Transferors have delivered to Acquirer complete and correct copies of the
Company’s Certificate of Incorporation and By-Laws as in effect on the date
hereof. The Company is not required to be qualified or licensed to do business
as a foreign corporation in any jurisdiction in which it is not currently
qualified or licensed.

     4.2      Capitalization;
Stock Ownership. The authorized capital stock of the Company consists of
30,000,000 shares of Common Stock with $.001 par value, of which 9,050,672
shares are issued and outstanding and 20,949,328 shares are held by the Company
as treasury stock. All of such issued shares have been duly authorized and
validly issued and are fully paid and non-assessable and none of them was issued
in violation of any preemptive or other right. The Company is not a party to or
bound by any contract, agreement or arrangement to issue, sell or otherwise
dispose of or redeem, purchase or otherwise acquire any capital stock or any
other security of the Company or any other security exercisable or exchangeable
for or convertible into any capital stock or 

3




any other security of the Company, and, except for this
Agreement, there is no outstanding option, warrant or other right to subscribe
for or purchase, or contract, agreement or arrangement with respect to, any
capital stock or any other security of the Company or any other security
exercisable or convertible into any capital stock or any other security of the
Company.

     Transferors, in the aggregate own
all of the shares of outstanding Stock as set forth in Section 1, free and clear
of all liens, claims, charges, restrictions, equities and encumbrances of any
kind and, Transferors each have full power and legal right to assign, transfer
and deliver the same.

     4.3      Subsidiaries
and Other Equity Investments. The Company owns, directly or indirectly,
shares of capital stock of subsidiary corporations as set forth on Exhibit
B.

     4.4      Authorization
of Agreement; No Violation. Neither the execution, delivery or performance
of this Agreement nor the consummation of any of the transactions provided for
in this Agreement (i) will violate or conflict with the Certificate of
Incorporation or By-Laws of the Company, (ii) will conflict with or result in
any breach of or default under any provision of any contract or agreement of any
kind to which Transferors or the Company is a party or by which Transferors or
the Company are bound or to which any property or asset of either of them is
subject, (iii) is prohibited by, or requires Transferors, or the Company, to
obtain or make any consent, authorization, approval, registration or filing
under any statute, law, ordinance, regulation, rule, judgment, decree or order
of any court or governmental agency, board, bureau, body, department or
authority, or of any other person, (iv) will cause any acceleration of the
maturity of any note, instrument or other obligation to which the Company is a
party or by which the Company is bound or with respect to which the Company is
an obligor or guarantor or (v) will result in the creation or imposition of any
lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever
upon, or give to any other person any interest or right (including any right of
termination or cancellation) in or with respect to, any of the properties,
assets, business, agreements or contracts of the Company.

     4.5      Financial
Statements. Transferors have delivered to Acquirer prior to Closing and in
connection with Acquirer’s due diligence copies of all financial statements,
records and tax returns of the Company, and other information with respect to
the Company, as Acquirer has requested. A list of all such documents is set
forth on Exhibit C.

     4.6      No
Undisclosed Liabilities, Etc.

     (A)     
The Company has not incurred any material liability or obligation (absolute,
accrued, contingent or otherwise) of any nature, other than liabilities and
obligations incurred in the ordinary course of business, that would properly be
reflected or reserved against in financial statements prepared in conformity
with generally 

4




accepted accounting principles applied on a basis consistent
with that used in the preparation of the financial statements of the Company
referred to in Section 4.5;

     (B)      All
inventories acquired by the Company have been acquired in the ordinary course of
business in quantities that are not materially greater or less than those
required for the current operation of the business and, except for a reasonable
allowance for defective materials and deterioration, consist of good and
serviceable items; and

     (C)      The
Company has not acquired any material amount of accounts receivable that are, or
are believed to be, uncollectible, and the frequency and amounts of payments
received by the Company with respect to the accounts receivable reflected on the
financial statements of the Company referred to in Section 4.5 do not, in
retrospect, render inadequate the reserve for uncollectible accounts set forth
on such financial statements.

     4.7      [Intentionally
Deleted]

     4.8      Title
to and Condition of Properties and Assets. The Company has good and
marketable title to all of the respective properties and assets, including,
without limitation, (i) all those used in its business, and (ii) those reflected
in the financial statements of the Company referred to in Section 4.5 (except as
thereafter sold or otherwise disposed of in the ordinary course of business)
subject to no mortgage, pledge, conditional sales contract, lien, security
interest, right of possession in favor of any third party, claim or other
encumbrance. The Company has not sold or disposed of any of its properties or
assets or obligated itself to do so except in the ordinary course of business.
The facilities, machinery, furniture, office and other equipment of the Company
that are used in its business is in good operating condition and repair, subject
only to the ordinary wear and tear of those businesses, and neither the Company
nor any property or asset owned or leased by it is in violation of any
applicable ordinance, regulation or building, zoning, environmental or other law
in respect thereof.

     4.9      Tax
Matters.

     (A)      All
federal, state, and local tax returns, reports and statements required to be
filed by the Company have been properly and timely filed with the appropriate
governmental agencies in all jurisdictions in which such returns, reports and
statements are required to be filed, and all Charges (as hereinafter defined)
and other impositions shown thereon to be due and payable have been paid prior
to the date on which any fine, penalty, interest, late charge or loss may be
added thereto for the nonpayment thereof, unless any such amounts are being
contested in good faith by appropriate proceedings and an adequate reserve has
been established therefore on the financial statements of the Company referred
to Section 4.5, or any such fine, penalty, interest, late charge or loss has
been paid. Further, there have been no amended federal, state or local returns,
reports or statements filed by the Company. For purposes of this Agreement,
“Charges” shall mean all federal, state, county, city, municipal, local, foreign
or other governmental taxes, levies, assessments and charges, liens, claims or
encumbrances upon or relating to 

5




(i) the Company’s employees, payroll, income or gross receipts,
(ii) the Company’s ownership or use of any of its assets, or (iii) any other
aspect of the Company’s business, in each case including any and all interest
and penalties.

     (B)      The
Company has paid when due and payable all Charges required to be paid by it,
except where contested in good faith, by appropriate proceedings, if adequate
reserves therefore have been established on the financial statements of the
Company referred to in Section 4.5 in accordance with generally accepted
accounting principles and where such nonpayment would not have a material
adverse effect on the business, properties or financial condition of the
Company. The provisions for taxes due by the Company in the financial statements
of the Company referred to Section 4.5 are sufficient for all unpaid Charges,
whether or not disputed.

     (C)     
There are currently no taxable years for which its tax returns are currently
being audited by the Internal Revenue Service (“IRS”). No issue has been raised
or settled in any examination by the IRS that, by application of similar
principles, reasonably may be expected to result in an assertion of a material
deficiency for any taxable year that has not been accrued on the financial
statements of the Company referred to in Section 4.5 in accordance with
generally accepted accounting principles. The Company has not settled, issued or
entered into a closing agreement with respect to any tax year for which an audit
or examination has been concluded that reasonably may be expected to result in a
material deficiency for any other taxable year not so examined (or currently
under examination) that has not been accrued on the financial statements of the
Company referred to in Section 4.5 in accordance with generally accepted
accounting principles. There is no issue known to the Company relating to any
Charge (federal or otherwise) that, if determined adversely to the Company would
result in the assertion of any material deficiency for any taxable year that has
not been accrued on the financial statements of the Company referred to in
Section 4.5.

     (D)      The
Company has not executed or filed with the IRS or any other governmental
authority any agreement or other document extending, or having the effect of
extending, the period for assessment or collection of any Charge.

     (E)     
The Company has not made any payment, is not obligated to make any payment, and
is not a party to any agreement that could under certain circumstances obligate
it to make any payment, that will not be deductible under Section 280G of the
Code. The Company has disclosed on its federal income tax returns all positions
taken thereon that could give rise to a substantial understatement of federal
income tax within the meaning of Section 6661 of the Code.

     (F)      None
of the property owned by the Company is property is “tax-exempt use property”
within the meaning of Section 168(h) of the Code.

     (G)      The
Company has not agreed, and has not been requested, to make any adjustment under
Section 481(a) of the Code by reason of a change in accounting method 

6




initiated by the Company and the Company has no knowledge that
the IRS has proposed any such adjustment or change in accounting methods.

     (H)     
The Company has no obligation under any written tax sharing agreement.

     4.10      Contracts.
Except as set forth on Exhibit D, the Company is not a party to any written or
oral:

     (i)      contract
with any labor union;

     (ii)      employment
or consulting contract or other contract for services;

     (iii)      lease,
whether as lessee or lessor, with respect to any property, real or personal;

     (iv)      loan
agreement or instrument relating to any indebtedness; (v) contract of purchase
or sale; (vi) contract with any agent, dealer or distributor; (vii) stand-by
letter or credit, guarantee or performance bond;

     (viii)      contract
or agreement restricting the ability of any person from freely engaging in any
business or competing anywhere in the world;

     (ix)     
contract not made in the ordinary course of business; or

     (x)     
other contract, except insubstantial contracts for supplies or services not
involving more than Ten Thousand and No/100 Dollars ($10,000) and which can be
terminated within one year without cost.

The Company is not a party to any material contract with any
governmental authority. The Company is not a party to any contract that
materially and adversely affects its condition (financial or otherwise),
operations (present or prospective), business (present or prospective),
properties, assets or liabilities. Each contract or other agreement listed in
the Due Diligence material is in full force and effect and is valid and
enforceable by the Company, in accordance with its terms. The Company is not in
default in the observance or the performance of any term or obligation to be
performed by it under any contract listed the Due Diligence Material except as
set forth on Exhibit E. No other person is in default in the observance or the
performance of any term or obligation to be performed by it under any material
contract with the Company. Transferors know of no bid or contract proposal made
by the Company that, if accepted or entered into, might reasonably be expected
to result in a loss to the Company. Transferors have delivered to 

7




Acquirer true and complete copies of all contracts in the Due
Diligence material as in effect on the date hereof.

     4.11     
Litigation. There are no actions, suits, proceedings or investigations,
either at law or in equity, or before any commission or other administrative
authority in any United States or foreign jurisdiction, of any kind now pending
or threatened or proposed in any manner or any circumstances which should or
could reasonably form the basis of any such action, suit, proceeding or
investigation, involving Transferors, the Company or any of the properties or
assets of the Company that (i) if asserted and decided adversely to Transferors,
or the Company, could materially and adversely affect the operations (present or
prospective) or the business (present or prospective) of the Company or (ii)
questions the validity of this Agreement or (iii) seeks to delay, prohibit or
restrict in any manner any action taken or to be taken by Transferors under this
Agreement. There is no arbitration proceeding pending or threatened or proposed
in any manner under any collective bargaining agreement or other agreement or
otherwise. None of the Company or any of its properties or assets is subject to
any judicial or administrative judgment, order, decree or restraint.

     4.12      Patents
and Trademarks. The Company owns all patents, copyrights, trademarks, trade
names, know-how, trade secrets and other proprietary rights necessary to sell
its products and to conduct its operations and businesses and Transferors do not
know of any claim, or any basis of any claim, that the Company has infringed any
patent, copyright, trademark, trade name, know-how, trade secret or other
proprietary right of any other person that has not been asserted but that, if
asserted, would materially and adversely affect the financial condition,
business or operations of the Company.

     4.13      Compliance
with Laws. The Company has complied with, and is in compliance with, all
federal, state, local and foreign statutes, laws, ordinances, regulations,
rules, permits, judgments, orders and decrees applicable to it or any of its
properties, assets, operations and businesses, and there does not exist any
basis for any claim of default under or violation of any such statute, law,
ordinance, regulation, rule, judgment, order or decree except such defaults or
violations or such basis for any claims of such defaults or violations, if any,
that in the aggregate do not and will not materially and adversely affect the
property, operations, financial condition or prospects of the Company. The
Company has not received any opinion or memorandum or legal advice from any
legal counsel to the effect that it is exposed to any liability or disadvantage
that is or may be material to the Company. The Company is in compliance with (i)
all applicable requirements of all United States and foreign governmental
authorities with respect to environmental protection, including, without
limitation, regulations establishing quality criteria and standards for air,
water, land and hazardous materials, (ii) all applicable requirements of the
Occupational Safety and Health Act of 1970 within the United States and
comparable workplace-safety laws of all other jurisdictions and all rules,
regulations and orders there under and (iii) all applicable laws and related
rules and regulations of all United States and foreign jurisdictions affecting
labor union activities, civil rights or employment, including without
limitation, in the United States, the Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, the Equal 

8




Employment Opportunity Act of 1972, the Employee Retirement
Income Security Act of 1974, the Equal Pay Act and the National Labor Relations
Act.

     4.14      Environmental
Matters. The Company has complied with and is in compliance with all
federal, state, local and foreign statutes, laws, ordinances, regulations,
rules, permits, judgments, orders and decrees applicable to it or any of its
respective properties, assets, operations and businesses relating to
environmental protection including, without limitation, standards relating to
air, water, land and the generation, storage, transportation, treatment or
disposal of Hazardous Wastes and Hazardous Substances (as such terms are defined
in any applicable state or federal environmental law or regulation). The Company
has obtained and adhered to all necessary permits and other approvals necessary
to store, dispose of and otherwise handle Hazardous Wastes and Hazardous
Substances and has reported, to the extent required by all federal, state, local
and foreign statutes, laws, ordinances, regulations, rules, permits, judgments,
orders and decrees, all past and present sites owned and operated by the Company
where Hazardous Wastes or Hazardous Substances have been treated, stored or
disposed of. Transferors have made a diligent search and know of no location on
any of the property of the Company where Hazardous Wastes and Hazardous
Substances have entered or are likely to enter into the air, soil or
groundwater. Transferors know of no on-site or off-site location to which the
Company has transported Hazardous Wastes and Hazardous Substances or arranged
for the transportation of Hazardous Wastes and Hazardous Substances, which site
is the subject of any federal, state, local or foreign enforcement action or any
other investigation which could lead to any claim against the Company or
Acquirer, for any clean-up cost, remedial work, damage to natural resources or
personal injury, including, but not limited to, any claim under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended. The Company has no contingent liability in connection with any release
of any Hazardous Waste or Hazardous Substance into the environment.

     4.15     
Governmental Authorizations and Regulations. There are currently in
effect all licenses, franchises, permits and other governmental authorizations
necessary for the Company to conduct its business. Such licenses, franchises,
permits and other governmental authorizations are valid, and the Company has not
received any notice that any governmental authority intends to cancel, terminate
or not renew any such license, franchise, permit or other governmental
authorization. The Company holds all licenses, franchises, permits and other
governmental authorizations, the absence of any of which could have a material
adverse effect on any of its business. The business of the Company is not being
conducted, and no properties or assets of the Company relating thereto are owned
or are being used by the Company in violation of any statute, law, ordinance,
regulation, rule or permit of any governmental entity or any judgment, order or
decree. All products and/or services sold by the Company comply in all material
respects with all statutes, laws, ordinances, regulations and rules and criteria
governing the design, manufacture and intended use thereof.

     4.16     
Certain Transactions. There are no transactions, and no transactions now
proposed, to which the Company was or is to be a party and in which any director
or 

9




officer of the Company or any person owning of record or
beneficially more than 10% of the outstanding capital stock of any class of the
Company or any associate of any such person had or has a direct or indirect
material interest. 

     4.17      Foreign
Corrupt Practices Act. Neither the Company nor any director, officer, agent,
employee or other person associated with or acting on behalf of the Company has
used any corporate funds for any unlawful contribution, gift, entertainment or
other expense relating to political activity or made any direct or indirect
unlawful payment to any United States or foreign government official or employee
from corporate funds or violated or is in violation of any provision of the
Foreign Corrupt Practices Act of 1977 or paid or made any bribe, rebate, payoff,
influence payment, kickback, or other unlawful payment.

     4.18      Accounting
Practices. The Company makes and keeps accurate books and records reflecting
its assets and maintains internal accounting controls that provide reasonable
assurance that (i) transactions are executed with management’s authorization,
(ii) transactions are recorded as necessary to permit preparation of the
Company’s financial statements and to maintain accountability for the assets of
the Company, (iii) access to the assets of the Company is permitted only in
accordance with management’s authorization and (iv) the reported accountability
of the assets of the Company is compared with existing assets at reasonable
intervals.

     4.19      Minute
Books. The Company’s minute books contain complete and accurate records of
all meetings and other corporate actions of the Company’s stockholders and Board
of Directors and committees thereof.

     4.20      Product
Warranties. (i) the Company has no unexpired, expressed, product warranty
with respect to any product that it sells or that it has heretofore sold; (ii)
the Company has not received any notice of any claim based on any product
warranty; and (iii) the Transferors do not know or have any reasonable ground to
know of any claim (actual or threatened) based on any product warranty of which
the Company has received notice. The Company makes no other warranties expressed
or implied, with respect to any of the products that it sells.

     4.21     
Brokers. There have been no brokers involved in connection with the
negotiation of the transaction contemplated hereby. Transferors and Acquirer
each agree that the party responsible for any claim for finder’s fees, brokerage
commissions or like payments, shall indemnify and hold the other party harmless
against any such claim for a finder’s fee, brokerage commission or like
payment.

     4.22      No
Untrue Statements. No statement by Transferors contained in this Agreement
and no written statement (contained in any certificate or other document
required to be) furnished by the Transferors or any officer, employee, counsel
or other agent of Transferors to Acquirer pursuant to (or in connection with)
this Agreement contains any untrue statement of a material fact, or omits to
state a material fact necessary in order to make the statements therein
contained not misleading. There is no fact that 

10




affects, or in the future might reasonably be expected to
affect, adversely the condition (financial or otherwise), operations (present or
prospective), business (present or prospective), properties, assets or
liabilities of the Company in any material respect that is not set forth in this
Agreement, the Exhibits or the Schedules.

     5.      
 Representations and Warranties by Acquirer. Acquirer represents and
warrants to the Transferors as follows:

     5.1      Authority.
Acquirer has the power and authority to acquire and own the Stock.

     5.2      Corporate
Organization. Acquirer is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has the corporate
power and authority to enter into and perform this Agreement, to carry on its
business as now being conducted and as proposed to be conducted and to own and
operate the properties and assets now owned and being operated by it. Acquirer
has delivered to Transferors complete and correct copies of the Acquirer’s
Certificate of Incorporation and By-Laws as in effect on the date hereof.
Acquirer is not required to be qualified or licensed to do business as a foreign
corporation in any jurisdiction in which it is not currently qualified or
licensed.

     5.3      Capitalization;
Stock Ownership. The authorized capital stock of the Acquirer consists of
100,000,000 shares of Acquirer Stock with $.00001 par value, of which 6,274,842
shares are issued and outstanding and 93,725,158 shares are held by Acquirer as
treasury stock. All of such issued shares have been duly authorized and validly
issued and are fully paid and non-assessable and none of them was issued in
violation of any preemptive or other right. Acquirer is not a party to or bound
by any contract, agreement or arrangement to issue, sell or otherwise dispose of
or redeem, purchase or otherwise acquire any capital stock or any other security
of the Acquirer or any other security exercisable or exchangeable for or
convertible into any capital stock or any other security of the Acquirer, and,
except for this Agreement, there is no outstanding option, warrant or other
right to subscribe for or purchase, or contract, agreement or arrangement with
respect to, any capital stock or any other security of the Acquirer or any other
security exercisable or convertible into any capital stock or any other security
of the Acquirer.

     5.4      Authorization
of Agreement; No Violation. Acquirer has the power and authority to execute
this Agreement and the purchase and the consummation of the other transactions
contemplated hereby. Neither the execution, delivery or performance of this
Agreement by Acquirer nor the consummation of any of the transactions provided
for in this Agreement will result in any breach of or default under any
provision of any contract or agreement of any kind to which Acquirer is a party
or by which Acquirer is bound or to which the properties or assets of Acquirer
are subject.

     5.5     
Litigation. There are no actions, suits, proceedings or investigations,
either at law or in equity, or before any commission or other administrative
authority in 

11




any United States or foreign jurisdiction, of any kind now
pending or threatened or proposed in any manner, or any circumstances which
should or could reasonably form the basis of any such action, suit, proceeding
or investigation, involving Acquirer or any of its properties o assets that (i)
questions the validity of this Agreement or (ii) seeks to delay, prohibit or
restrict in any manner any action taken or to be taken by Acquirer under this
Agreement.

     5.6      Brokers.
There have been no brokers involved in connection with the negotiation of the
transaction contemplated hereby. Transferors and Acquirer each agree that the
party responsible for any claim for finder’s fees, brokerage commissions or like
payments, shall indemnify and hold the other party harmless against any such
claim for a finder’s fee, brokerage commission or like payment.

     5.7     
No Untrue Statements. No statement by Acquirer contained in this
Agreement and no written statement (contained in any certificate or other
document required to be) furnished by any officer, employee, counsel or other
agent of Acquirer to Transferors pursuant to this Agreement contains any untrue
statement of a material fact necessary in order to make the statements therein
contained not misleading.

     6.      
 Covenants of Transferors. Transferors covenant and agree with
Acquirer as follows:

     6.1      Access,
Information and Documents. Transferors have provided Acquirer with all
requested information with respect to all aspects of the Company and its books
and records kept in connection therewith, including without limitation
information about all assets, liabilities and employees of the Company. In
addition, Transferors have made available copies of agreements with clients,
customers, vendors, lessors, lessees, licensors, licensees and suppliers and any
agreements respecting management, licensing or franchising involving the Company
that was requested by Acquirer

     6.2      Consents
and Approvals. Transferors have used their best efforts to obtain prior to
the Closing all consents, authorizations and approvals under all statutes, laws,
ordinances, regulations, rules, judgments, decrees and orders of any court or
governmental agency, board, bureau, body, department or authority or of any
other person required to be obtained by Transferors in connection with the
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby.

     7.    
   Covenants of Acquirer.

     7.1      Access,
Information and Documents. Acquirer has provided Transferors with all
requested information with respect to all aspects of Acquirer and its books and
records kept in connection therewith, including without limitation information
about all assets, liabilities and employees of Acquirer. In addition, Acquirer
has made available copies of agreements with clients, customers, vendors,
lessors, lessees, licensors, 

12




licensees and suppliers and any agreements respecting
management, licensing or franchising involving Acquirer that was requested by
the Transferors

     7.2      Consents
and Approvals. Acquirer has used its best efforts to obtain prior to the
Closing all consents, authorizations and approvals under all statutes, laws,
ordinances, regulations, rules, judgments, decrees and orders of any court or
governmental agency, board, bureau, body, department or authority or of any
other person required to be obtained by Acquirer in connection with the
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby.

     8.     
Conditions Precedent to Transferors’ Obligation to Transfer the
Stock.   The obligation of Transferors to transfer the Stock is
subject to the fulfillment prior to or at the Closing of the following
conditions:

     8.1     
Acquirer’s Performance. There shall not be any material error,
misstatement or omission in the representations and warranties made by Acquirer
in this Agreement; all representations and warranties by Acquirer contained in
this Agreement or in any written statement delivered by Acquirer to Transferors
pursuant to this Agreement shall be true at and as of the Closing; and Acquirer
shall have performed and complied with all the terms, provisions and conditions
of this Agreement to be performed and complied with by Acquirer at or before the
Closing.

     8.2     
Consents and Approvals. Acquirer shall have obtained all consents,
authorizations and approvals under all statutes, laws, ordinances, regulations,
rules, judgments, decrees and orders of any court or governmental agency, board,
bureau, body, department or authority or of any other person required to be
obtained by Acquirer in connection with the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated
hereby.

     8.3     
Board of Directors. Acquirer shall permit Transferors, in Transferors
sole discretion, to appoint Three (3) member to the Board of Directors of
Acquirer, effective at the Closing. Notwithstanding the previous sentence, in no
event shall Transferors be required to appoint a member to the Board of
Directors of Acquirer, except the conditions set in in 3.2. (E) and 3.2.
(F).

     8.4      Employment
Agreements. Acquirer shall enter into employment agreements with the persons
set forth on Exhibit F with compensation no less than the amounts set forth such
individual’s names on Schedule Exhibit F. Each such employment agreement shall
be subject to the review and approval of the employee to which such agreement
relates.

     9.      Conditions
Precedent to Acquirer’s Obligations to Acquisition the Stock.  The
obligations of Acquirer to purchase the Stock are subject to the fulfillment
prior to or at the Closing of the following conditions:

13




     9.1      Transferors’
Performance. There shall not be any material error, misstatement or omission
in the representations and warranties made by Transferors in this Agreement; all
representations and warranties by Transferors and the Company contained in this
Agreement or in any written statement delivered by Transferors to Acquirer
pursuant to this Agreement shall be true in all material respects at and as of
the Closing; and Transferors shall have performed and complied with all the
terms, provisions and conditions of this Agreement to be performed and complied
with by Transferors at or before the Closing.

     9.2      Consents
and Approvals. Transferors shall have obtained all consents, authorizations
and approvals under all statutes, laws, ordinances, regulations, rules,
judgments, decrees and orders of any court or governmental agency, board,
bureau, body, department or authority or of any other person required to be
obtained by Transferors in connection with the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby.

     9.3     
Physical Properties. There shall have occurred no material damage to or
destruction or loss of (whether or not covered by insurance) any of the
Company’s facilities, machinery, equipment or other assets.

     9.4     
Officers and Directors. Transferors shall appoint Mr. Patrick
Fitzsimmons, as a board member of Company effective at the Closing.

     9.5     
Company’s Customers and Equipment List. Transferors shall have delivered
to Acquirer (i) a list of all of the Company’s equipment showing the location of
each item of equipment, and (ii) a list showing all of the Company’s customers
together with the following information with respect to each such customer:
name, address, telephone number, name of contact person, and Company owned
equipment located at customer site.

     9.6.      Lease.
The lease for the business premises of the Company shall be current and in good
standing and otherwise containing terms and conditions acceptable to the
Acquirer.

     10     
[Intentionally Deleted] 

     11.      [Intentionally
Deleted]

     12.      Survival
of Representations and Warranties; Indemnification.

     (A)      Survival
of Representations and Warranties. All statements contained in any
certificate or other instrument delivered by or on behalf of Transferors or
Acquirer pursuant to this Agreement shall be deemed representations and
warranties hereunder by the party delivering such certificate or instrument. All
representations, warranties and agreements made by Transferors or Acquirer in
this Agreement or pursuant hereto shall 

14




survive the Closing and any investigation at any time made by
or on behalf of Transferors or Acquirer, as the case may be.

     (B)     
Indemnification by Transferors. Transferors will indemnify and hold
Acquirer harmless against and in respect of:

          (i)     
any and all debts, liabilities and obligations of the Company of any nature,
whether absolute, accrued, contingent or otherwise existing or incurred on or
prior to the Closing Date or arising out of any transaction or event occurring
on or prior to the Closing Date, to the extent that such debts, liabilities or
obligations were not (i) disclosed by Transferors and set forth in the Schedules
attached to this Agreement, or (ii) reflected or reserved against in the
financial statements, records or tax returns of the Company which where
delivered to Acquirer or Acquirer’s representative in connection with Acquirer’s
due diligence as referred to in Section 4.5 hereinabove;

          (ii)     
any and all debts, liabilities and obligations of the Company of any nature,
whether absolute, accrued, contingent or otherwise, arising out of any
transaction or event occurring on or prior to the Closing Date, otherwise than
in the conduct by the Company of its business and affairs in conformity with
Section 6.2; and

          (iv)      any
and all debts, liabilities and obligations of the Company arising out of any
defect in any product sold by the Company on or prior to the Closing Date.

     (C)      Indemnification
by Acquirer. Acquirer will indemnify and hold Transferors harmless against
and in respect of any and all damages to Transferors resulting from any
misrepresentation of a material fact by Acquirer contained in this Agreement or
any statement to be delivered or caused to be delivered by Acquirer pursuant to
this Agreement or resulting from Acquirer’s failure to perform any provision of
this Agreement to be performed by Acquirer, as the case may be.

     12.1     
Procedure for Indemnification Claims. The respective indemnification
obligations of Transferors and Acquirer pursuant to Section 12 shall be
conditioned upon compliance by Transferors and Acquirer with the following
procedures for indemnification claims based upon or arising out of any claim,
action or preceding by any person not a party to this Agreement:

     (A)      If
at any time a claim shall be made or threatened, or an action or proceeding
shall be commenced or threatened, against a party hereto (the “Aggrieved Party”)
which could result in liability of the other party (the “Indemnifying Party”)
under its indemnification obligations hereunder, the Aggrieved Party shall give
to the Indemnifying Party prompt notice of such claim, action or proceeding.
Such notice shall state the basis for the claim, action or proceeding and the
amount thereof (to the extent such amount is determinable at the time when such
notice is given) and shall permit the Indemnifying Party to assume the defense
of any such claim, action or proceeding (including any action or proceeding
resulting from any such claim). Failure by the 

15




Indemnifying Party to notify the Aggrieved Party of its
election to defend any such claim, action or proceeding within a reasonable
time, but in no event more than fifteen days after notice thereof shall have
been given to the Indemnifying Party, shall be deemed a waiver by the
Indemnifying Party of its right to defend such claim, action or proceeding;
provided, however, that the Indemnifying Party shall not be deemed to have
waived its right to contest and defend against any claim of the Aggrieved Party
for indemnification hereunder based upon or arising out of such claim, action or
proceeding.

     (B)     
If the Indemnifying Party assumes the defense of any such claim, action or
proceeding, the obligation of the Indemnifying Party as to such claim, action or
proceeding shall be limited to taking all steps necessary in the defense or
settlement thereof and, provided the Indemnifying Party is held to be liable for
indemnification hereunto, to holding the Aggrieved Party harmless from and
against any and all losses, damages and liabilities caused by or arising out of
any settlement approved by the Indemnifying Party or any judgment or award
rendered in connection with such claim, action or proceeding. The Aggrieved
Party may participate, at its expense, in the defense of such claim, action or
proceeding provided that the Indemnifying Party shall direct and control the
defense of such claim, action or proceeding. The Aggrieved Party agrees to
cooperate and make available to the Indemnified Party all books and records and
such officers, employees and agents as are reasonably necessary and useful in
connection with the defense. The Indemnifying Party shall not, in the defense of
such claim, action or proceeding, consent to the entry of any judgment or award,
or enter into any settlement, except in either event with the prior consent of
the Aggrieved Party, which does not include as an unconditional term thereof the
giving by the claimant or the plaintiff to the Aggrieved Party of a release from
all liability in respect of such claim, action or proceeding.

     (C)      If
the Indemnifying Party does not assume the defense of any such claim, action or
proceeding, the Aggrieved Party may defend against such claim, action or
proceeding in such manner as it may deem appropriate. The Indemnifying Party
agrees to cooperate and make available to the Aggrieved Party all books and
records and such officers, employees and agents as are reasonably necessary and
useful in connection with the defense. If the Indemnifying Party, within ten
days after notice shall have been given to it by the Aggrieved Party of the
latter’s intention to effect a settlement of any such claim, action or
proceeding, which notice shall describe with particularity the terms of any such
proposed settlement, shall not deposit with any escrowee mutually satisfactory
to the Aggrieved Party and the Indemnifying Party a sum equivalent to the total
amount demanded in such claim, action or proceeding or deliver to the Aggrieved
Party a surety bond or an irrevocable letter of credit for such sum in form and
substance reasonably satisfactory to the Aggrieved Party, then the Aggrieved
Party may settle such claim, action or proceeding on the terms detailed in its
notice to the Indemnifying Party, and the Indemnifying Party shall be deemed to
have agreed to the terms of such settlement and shall not thereafter in any
proceeding by the Aggrieved Party for indemnification question the propriety of
such settlement. If the Indemnifying Party makes an escrow deposit or delivers a
surety bond or letter of credit as aforesaid and thereafter the Aggrieved Party
settles such claim, action or proceeding, then in any proceeding by the 

16




Aggrieved Party for indemnification in the event the
Indemnifying Party is held liable for indemnification hereunder, the Aggrieved
Party shall have the burden of proving the amount of such liability of the
Indemnifying Party, and the amount of the payments made in settlement of any
claim, action or proceeding shall not be determinative as between the Aggrieved
Party and the Indemnifying Party of the amount of such indemnification
liability, except that the amount of the settlement payments shall constitute
the maximum amount of the indemnification liability of the Indemnifying Party.
Such escrow deposit, surety bond or letter of credit shall by their respective
terms be payable to the Aggrieved Party in an amount determined in accordance
with the last sentence of this Section (C) and in the event the Indemnifying
Party is held liable for indemnification hereunder. If the Indemnifying Party
neither makes an escrow deposit nor delivers a surety bond or letter of credit
as aforesaid, so that no settlement of such claim, action or proceeding is
effected, in any proceeding by the Aggrieved Party for indemnification in the
event the Indemnifying Party is held liable for indemnification hereunder, such
liability shall be for the amount of any judgment or award rendered with respect
to such claim or in such action or proceeding and of all expenses, legal and
otherwise, incurred by the Aggrieved party in the defense against such claim,
action or proceeding.

     (D)     
In the event an Aggrieved Party or Indemnifying Party shall cooperate in the
defense or make available books, records, officers, employees or agents, as
required by the terms of Sections (B) and (C), respectively, of this Section
12.1 the party to which such cooperation is provided shall pay the out-of-pocket
costs and expenses (including legal fees and disbursements) of the party
providing such cooperation and of its officers, employees and agents reasonably
incurred in connection with providing such cooperation, but shall not be
responsible to reimburse the party providing such cooperation for such party’s
time or the salaries or costs of fringe benefits or other similar expenses paid
by the party providing such cooperation to its officers and employees in
connection therewith.

     12.2     
Sole and Exclusive Remedy. The indemnification obligations of Transferors
and Acquirer under this Section 12 shall constitute the sole and exclusive
remedies of Acquirer and Transferors, respectively, for the recovery of money
damages with respect to the matters described in Section 12. The Terms of this
Section 12.2 shall not be construed as limiting in any way whatsoever any remedy
other than for the recovery of money damages to which Acquirer or Transferors
may be entitled.

     13.      [Intentionally
Deleted]

     14.      Assurance
of Further Action. From time to time after the Closing and without further
consideration from Acquirer, but at Acquirer’s expense, Transferors shall
execute and deliver, or cause to be executed and delivered, to Acquirer such
further instruments of assignment, transfer and delivery and take such other
action as Acquirer may reasonably request in order to more effectively assign,
transfer and deliver and reduce to the possession of Acquirer any and all of the
Stock and consummate the transactions contemplated hereby.

17




     15.    
   Miscellaneous.

     15.1      Expenses.
Each of the parties will pay all of its own legal and accounting fees and other
expenses incurred in the preparation of this Agreement and the performance of
the terms and provisions of this Agreement.

     15.2      Waiver.
The parties hereto may by written agreement (i) extend the time for or waive or
modify the performance of any of the obligations or other acts of the parties
hereto or (ii) waive any inaccuracies in the representations and warranties
contained in this Agreement or in any document delivered pursuant to this
Agreement.

     15.3      Notices.
All notices, requests or other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered or mailed first class
certified mail postage prepaid addressed as follows:

	 	if to Acquirer, to: 	Alternet Systems, Inc. 
	 	  	610-815 West Hastings Street 
	 	  	Vancouver, BC 
	 	  	V6C 1B4 
	 		Attn: Patrick
    Fitzsimmons  
	 	  	  
	 	if to Transferors, to: 	Henryk Dabrowski 
	 	  	c/o TekVoice Communications Inc. 
	 	  	One Glen Royal Parkway, Suite 401 
	 	  	Miami, Fl 33125 
	 	  	  
	 	if to the Company: 	TekVoice Communications Inc. 
	 	  	One Glen Royal Parkway, Suite 401 
	 	  	Miami, Fl 33125 
	 	  	  
	 	with a copy to: 	Leon Patricios 
	 	  	Zumpano Patricios & Winker P.A. 
	 	  	999 Ponce De Leon Boulevard, Penthouse 1110
  
	 	  	Coral Gables, Florida 33134



or to such other address as may have been furnished in writing
to the party giving the notice by the party to whom notice is to be given.

     15.4     
Entire Agreement. This Agreement embodies the entire agreement between
the parties and there have been and are no agreements, representations or
warranties, oral or written among the parties other than those set forth or
provided for in this Agreement. This Agreement may not be modified or changed,
in whole or in part, except by a supplemental agreement signed by all of the
parties.

18




     15.5      Rights
Under this Agreement; Nonassignability. This Agreement shall bind and inure
to the benefit of the parties hereto and their respective successors and
assigns. This Agreement is assignable by the Acquirer only without the prior
written consent of the Transferors. Nothing contained in this Agreement is
intended to confer upon any person, other than the parties to this Agreement and
their respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

     15.6     
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida applicable to agreements made
and to be performed in the State of Florida and shall be construed without
regard to any presumption or other rule requiring the construction of an
agreement against the party causing it to be drafted.

     15.7     
Headings; References to Sections, Exhibits and Schedules. The headings of
the Sections, and subsections of this Agreement are solely for convenience and
reference and shall not limit or otherwise affect the meaning of any of the
terms or provisions of this Agreement. The references herein to Sections,
Exhibits and Schedules, unless otherwise indicated, are references to sections
of and exhibits and schedules to this Agreement.

     15.8      Schedules
and Exhibits. Transferors hereby represent and warrant that the information
contained in the Schedules and Exhibits attached hereto is true and complete as
of the 31st day of December, 2007. Transferors hereby agree that any
material changes with respect to any such information will be disclosed by
Transferors, in writing, to Acquirer at or prior to the Closing.

     15.9      Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but which together constitute one and the same
instrument.
]

19




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

	 	“COMPANY” 
	 	TEKVOICE COMMUNICATIONS, INC.



 

	 	




By: 	 
	 	Name: 	 Henryk Dabrowski, Chairman and CEO 
	 	Date: 	 December, 31st 2007
  



	 	“ACQUIRER” 
	 	 
	 	 
	 	ALTERNET SYSTEMS, INC. 
	 	  	 
	 	  	 
	 	By:	 
	 	Name: 	 Patrick Fitzsimmons,
      President 
	 	Date: 	 December, 31st
      2007 
	 	  	 
	 	  	 
	 	  	 
	 	“TRANSFERORS” 
	 	 
	 	In the name of the shareholders of
      Transferor as 
	 	duly authorized by the Proxies and Co
      Sale 
	 	agreements executed by eahc
      shareholder and 
	 	Henryk Dabrowski.



 

	 	




By: 	 
	 	Name: 	 Henryk Dabrowski
  


20




EXHIBIT A

	TRANSFEROR 	SHARES OF STOCK OWNED 
	Fabio Alvino 	       
                 517,445 
	Eduardo & Monica Bello 	           
             1,263,189 
	Henryk Dabrowski 	       
                 3,064,859 
	Manfred Koroschetz 	           
             2,693,299 
	New Market Technology 	       
                 762,122 
	John Puente 	           
             99,919 
	Red Hawke 	       
                 450,000 
	Hector Rodriguez 	           
             199,838 
	  	  
	TOTAL 	           
             9,050,672 



	  	 	Total 	 	 	  	 	 	  	 
	  	 	Shares 	 	 	% Owned 	 	 	Total TKVC 	 
	Henryk Dabrowski 	 	3,064,859 	 	 	31.58% 	 	 	3,064,859 	 
	Manfred Koroschetz
    	 	2,693,299 	 	 	27.47% 	 	 	2,693,299 	 
	Fabio Alvino 	 	517,445 	 	 	5.72% 	 	 	517,445 	 
	New Market
      Technology 	 	762,122 	 	 	8.42% 	 	 	762,122 	 
	Eduardo + Monica Bello 	 	1,263,189 	 	 	13.96% 	 	 	1,263,189 	 
	Hector Rodriguez
      S.G. 	 	199,838 	 	 	2.21% 	 	 	199,838 	 
	Dan
      Kiely 	 	450,000 	 	 	4.97% 	 	 	450,000 	 
	John Puente 	 	99,919 	 	 	1.10% 	 	 	99,919 	 
	  	 	  	 	 	  	 	 	  	 
	  	 	9,050,672 	 	 	100.00% 	 	 	9,050,672 	 


[EXHIBITS TO BE ADDED AS NEEDED]

21