Exhibit 10.3


                               [SLS] LOUDSPEAKERS
                               3119 SOUTH SCENIC
                             SPRINGFIELD, MO 65807
                      (417) 883-4549 * FAX (417) 883-2723
                      -----------------------------------
                         web site: slsloudspeakers.com
                       e-mail: sales@slsloudspeakers.com

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (the "Agreement") is effective as of this 22nd Day
of January, 2002 ("Effective Date") by and between Thomas Panos (hereinafter,
"Purchaser"), and SLS INTERNATIONAL, INC., a public company organized under the
laws of the State of Delaware (the "Company").

WHEREAS, the Company and the Purchaser have agreed this date that Purchaser will
become a consultant to the Company under the terms of a Consulting Agreement,
the Consulting Agreement); and WHEREAS, Purchaser desires to acquire 100,000
shares of common stock in the Company (the Shares);

WHEREAS, the Company deems it to be in the best interests of the Company to
issue and sell the Shares to Purchaser, subject to the terms and restrictions
set forth below;

NOW, therefore, the parties hereto, intending to be legally bound hereby, in
consideration of the premises and the mutual covenants contained herein, do
hereby agree as follow:

1. Purchase and Sale of Shares. Purchaser hereby subscribes to purchase, and the
Company hereby agrees to issue, sell and deliver to Purchaser, the Shares at a
price of ten (10) cents per share, upon receipt of a negotiable check from
Purchaser in the sum of $1,000.00 and receipt of Purchaser's executed promissory
note in the principal amount of $9,000 due January 22, 2003, bearing no interest
during the term hereof, but bearing interest at the per annum rate of six per
cent (6%), during any period after the due date hereof that the principal, or
any part thereof, remains unpaid. The 100,000 shares issued by Company and to be
sold to Purchaser hereunder shall be free trading, registered shares of common
stock in the Company; provided, however, that the shares shall bear a legend
restricting the shares from being sold, traded or otherwise disposed of at any
time by purchaser prior to the expiration of six (12) months from the Effective
Date hereof ("Legend").

2. Representations and Warranties of Purchaser and Company. Purchaser and
Company hereby represent and warrant as follows:

(a) Enforceability. This Agreement constitutes the legal, valid and binding
obligations of Purchaser and Company, enforceable in accordance with its terms.

(b) Residency. Purchaser is a bona fide resident of California. Company is
incorporated under the laws of the State of Delaware.

(c) Securities Matters.

(i) The Shares are being acquired by Purchaser for investment for his own
account, not as a nominee or agent, and not with a view to the present sale or
distribution of all or any part thereof; and Purchaser has no present intention
of selling, granting participation in or otherwise distributing the same in
violation of the agreed upon legend restriction that the Shares cannot be sold
for twelve (12) months after the Effective Date hereof. Purchaser represents
that he does not have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participation to such person or to any
third person, with respect to the Shares, in violation of applicable securities
laws.

(ii) Company agrees to promptly remove the Legend restricting sale, trade or
disposal of the Shares at the expiration of the Legend, and, thereupon, Company
shall ensure that Purchaser's Shares are registered, unrestricted and tradeable
shares. Company agrees that after Company has removed the legend restricting


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sale of the Shares until after six (6) months from the Effective Date hereof,
Purchaser shall be free to sell, transfer or otherwise dispose of the Shares.
Company does not, however, guarantee that its shares will still be trading on
any public market or that the volume of trading will permit Purchaser to
successfully trade and/or sell the shares at such time.

(iii) Piggyback Registration. The Company represents to Purchaser that should
the Shares lose their registration rights for any reason, that with respect to
said Shares, Company agrees that if the Company files any Registration Statement
with the SEC with respect to any other shares of Company's stock that Company
shall attempt to register those said Shares, and hereby grants to Purchaser
piggyback registration rights for his Shares. Should Company provide any current
or future holders of the Company's shares any piggyback registration rights, as
such term is commonly known in connection with United States securities
offerings, the Company covenants that it will provide comparable rights to
Purchaser with respect to the Shares, should future re-registration of the
Shares ever become necessary.

3. Governing Law. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Delaware, other than its laws
relating to the choice of governing law.

4. Amendments. Neither this Agreement nor any provisions hereof shall be
modified, changed, discharged or terminated exceptby an instrument in writing
signed by both parties to this Agreement.

5. Counterparts. The Agreement will be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

6. Entire Agreement. The Agreement constitutes the entire agreement between the
parties and no party shall be liable or bound to any other party in any manner
by any warranties, representations or covenants exceptas specifically set forth
herein. The terms of this Agreement shall inure to the benefit of and be binding
upon the respective heirs, personal representatives, successors and assigns of
the parties exceptto the extent assignability is limited herein.

IN WITNESS WHEREOF, the undersigned have executed this agreement effective as of
the date above indicated.

Thomas Panos ("Purchaser")

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SLS INTERNATIONAL, INC.
("Company")
John Gott Chairman and CEO

/s/ John Gott      1/22/02

<PAGE>

SIMPLE PROMISSORY NOTE

$9,000.00
January 22, 2002
San Francisco, Ca.

I, Thomas Panos, residing at 164 Oak Road, Alamo, Ca. 94997 does hereby promise
to pay to SLS INTERNATIONAL, INC. ("SLS") the sum of $9,000.00 on or before
January 22, 2003 ("due date"), or earlier in the event I sell any of the shares
of SLS INTERNATIONAL, INC. purchased by me as of the same date hereof prior to
the said due date, at a place to be designated in writing by SLS, and if, none,
then at its company's offices located at 3119 S. Scenic, Springfield, Mo. 65807.

This note shall be free of interest provided the principal balance hereof is
paid to SLS on or before the due date hereof.In the event that the principal
balance, in whole or in part, is not paid by the due date hereof,interest on any
unpaid principal balance shall accrue and be payable at the simple rate of six
percent (6%) per annum.

Should SLS be forced to file a lawsuit against me to collect any amounts
rightfully owned to SLS hereunder, I promise to further pay to SLS any
reasonable costs of collection, including any reasonable attorneys fees,
incurred and actually paid by SLS to enforce this Promissory Note.

Thomas Panos

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