EXHIBIT 10.3 (e)
LTS Share Purchase Agreement (Glenn H. Jacobson Living Trust)


                            SHARE PURCHASE AGREEMENT
                            ------------------------


  AGREEMENT ENTERED INTO AT THE CITY OF MONTREAL, PROVINCE OF QUEBEC, ON THIS 11
                                DAY OF JUNE 2003.

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BY  AND  BETWEEN:        GSI  TECHNOLOGIES  USA  INC., a public corporation duly
                    incorporated  pursuant  to  the  laws of Delaware, having an
                    office  at  400,  St-Jacques West, Suite 500, in the City of
                    Montreal,  Province  of  Quebec  H2Y 1S1, Canada, and herein
                    represented  by  Mrs.  Marie  El-Ahmar Eid, Secretary of the
                    Board,  duly  authorized  for  the purposes hereof as she so
                    declares,

                                    (Hereinafter referred to as the "PURCHASER")


AND:                     GLENN  H.  JACOBSON  LIVING  TRUST,  DATED SEPTEMBRE 6,
                    2002,  duly  represented  by  Mr.  Paul  Tathan  by Power of
                    Attorney,

                                       (Hereinafter referred to as the "SELLER")


AND:                     LTS  NETWORKS  INC.,  a  corporation  duly incorporated
                    according  to  law,  having  a  place  of  business  at 400,
                    St-Jacques  West,  Suite  400,  in  the  City  of  Montreal,
                    Province  of  Quebec,  H2Y  1S1,  Canada,  herein acting and
                    represented  by  its  Chief  Executive  Officer,  Mr.  Glen
                    Pearson,
                                      (Hereinafter referred to as the "COMPANY")
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          WHEREAS COMPANY is a private corporation duly incorporated pursuant to
the  Canada  Business  Corporations  Act,

          WHEREAS  200  Common  Shares  in  the capital stock of the COMPANY are
issued  and  outstanding;

          WHEREAS  the  SELLER  is  the  owner of 5 Common Shares in the capital
stock  of  the  COMPANY;  and


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          WHEREAS the SELLER wishes to sell forty percent (40%) of his shares of
the  COMPANY,  or  2  Common  Shares  (the "Shares") and the Purchaser wishes to
purchase  same  on  the  terms  and  conditions  set  out  herein;

NOW,  THEREFORE, FOR THE REASONS SET FORTH ABOVE, THE PARTIES HERETO ACKNOWLEDGE
AND  AGREE  AS  FOLLOWS:

     1.   The  preamble  hereto shall form an integral part hereof as if recited
          herein  at  length.

     2.   Once  the  conditions set forth in Section 5 are fulfilled, the SELLER
          shall  sell, assign and transfer unto the PURCHASER 2 Common Shares in
          the  capital  stock of the COMPANY (the "Shares"), in consideration of
          12,500  shares  of Class B common stock (Par value $.001 per share) of
          the  PURCHASER (the "Consideration Shares"), which the PURCHASER shall
          pay  to  the  SELLER  on  the closing date by way of the issuance from
          treasury.

     3.   The  SELLER  (and  the  COMPANY  with  regard  to (a) - (c)) expressly
          represents,  warrants  and  guarantees  to  the  PURCHASER on the date
          hereof  (and  will  so  represent and warrant on the closing date) the
          following:

               (a)  The  COMPANY has been duly incorporated and organized and is
                    in  good  standing under the laws of the jurisdiction of its
                    incorporation  and  the  Province  of  Quebec;

               (b)  The Shares have been duly issued and are validly outstanding
                    shares  in the capital stock of the Company and represent 1%
                    of  all  of the issued and outstanding shares in the capital
                    stock  of  the  Company;

               (c)  The SELLER holds title to the Shares, and that same are free
                    and  clear  of  all  mortgages,  liens,  charges,  pledges,
                    security interests, encumbrances or other claims whatsoever;

               (d)  No  person, firm or corporation has any agreement, option or
                    right  capable  of  becoming  an agreement or option for the
                    purchase  of  the  Shares;  and

               (e)  The SELLER has the full right, power, authority and capacity
                    to  enter  into  this  present  Agreement.

     4.   The  PURCHASER  expressly  represents,  warrants and guarantees to the
          SELLER  on  the  date hereof (and will so represent and warrant on the
          closing  date)  the  following:

               a)   The  PURCHASER  has been duly incorporated and organized and
                    is  in  good  standing under the laws of the jurisdiction of
                    its  incorporation and the Province of Quebec and is current
                    in  its  filings with the Securities and Exchange Commission
                    ("SEC")  and  NASDAQ;

               b)   Subject  to  obtaining  the  prior  approval  of  applicable
                    regulatory  and  securities authorities, the issuance of the
                    Consideration  Shares  will  not  breach  or  violate  any
                    provisions  of  any  applicable  law, statute, regulation or
                    rule  applicable  to  the  PURCHASER  or  of its articles or
                    by-laws  or  any  other  material agreement to which it is a
                    party;

               (c)  When  issued to the SELLER, the Consideration Shares will be
                    validly  issued  and  non-assessable  shares  in the capital
                    stock  of  the  PURCHASER  issued  in  accordance  with  all
                    applicable  corporate  and  securities legislation including
                    the requirements of the Commission des Valeurs Mobilieres du
                    Quebec,  if  need  be;

               (d)  GSI  will  take  all necessary steps to deliver free trading
                    shares within 150 days. In the event that GSI is not capable
                    of  delivering  the  free trading shares, SELLER could than,
                    cancel  this  agreement;

               (e)  The  PURCHASER  has  the right, power and authority to enter
                    into  this present Agreement, which has been duly authorized
                    by  all  necessary  corporate  action.

     5.   The obligations of the parties to consummate the sale of the Shares is
          subject  to  the  satisfaction  of  the  following  conditions:

               a.   The  PURCHASER  shall  have obtained all necessary consents,
                    approvals  and  authorizations  for  the  completion  of the
                    transactions  contemplated  herein;

               b.   The  PURCHASER  shall  have  obtained  a  share  certificate
                    representing the Consideration Shares registered in the name
                    of  the  SELLER  (or  such  other  evidence  that  that
                    Consideration  Shares  have  been  duly  issued);

               c.   The  SELLER  shall  have delivered his share certificates of
                    the  Company,  duly  endorsed  for transfer, together with a
                    resolution  of  the  board  of  directors  of  the  Company
                    approving  such transfer, as well as the necessary new share
                    certificates  evidencing  the  Shares  and registered in the
                    name  of  the  PURCHASER;  and


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               d.   The  representations and warranties of the PURCHASER and the
                    SELLER  set  forth  in Section 4 and 5 hereof, respectively,
                    shall  be  true  and  correct  on  the  closing date and the
                    PURCHASER  and  the  SELLER  shall  each  have  delivered  a
                    certificate  to  the  other  to  that  effect;

               And  the  parties  covenant  to use their best efforts to fulfill
               these conditions within one hundred and fifty (150) days from the
               date  hereof.  Upon  the  fulfillment of the conditions described
               above,  the closing of the transactions contemplated hereby shall
               occur. In the event that these conditions are not fulfilled, then
               either  party  may  terminate the present agreement in which case
               this Agreement shall be of no further force or effect whatsoever.

     6.   The  representations and warranties contained herein shall survive the
          execution  of  this present Agreement and shall continue in full force
          and  effect.

     7.   The  parties shall, from time to time, at the other's request, execute
          such  further  documents  and take such other actions as the other may
          reasonably  require  to  obtain  the  approvals  to  complete  the
          transactions  contemplated  hereby  and eventually convey and transfer
          more  effectively  to  the  PURCHASER and the SELLER the shares herein
          exchanged.  The parties will furthermore sign all documents and do all
          things  necessary  to  give  effect  to  the  present  Agreement.

     8.   This  Agreement  shall inure to the benefit of and be binding upon the
          parties  hereto  and  their  respective  successors,  administrators,
          representatives  and  assigns.

     9.   This  Agreement  shall  be  construed, interpreted and governed by the
          laws  of  the  Province  of  Quebec.

     10.  The  parties  acknowledge  that  they have requested and are satisfied
          that  the  foregoing be drawn up in English. Les parties aux presentes
          reconnaissent  qu'elles  ont  exige  que ce qui precede soit redige en
          Anglais  et  s'en  declarent  satisfaites.


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IN  WITNESS  WHEREOF,  THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO ON
THE  DATE  AND  AT  THE  PLACE  FIRST  HEREINABOVE  MENTIONED.

By:  /s/ Marie Eid
     ------------------------------
     MARIE  EL-AHMAR  EID
     (SECRETARY  OF  THE  BOARD)
     GSI  TECHNOLOGIES  USA  INC.

By:  /s/ Paul Tathan
     ------------------------------
     Paul  Tathan
     Power  of  Attorney




By:  /s/ Glen Pearson
     ------------------------------
     Glen  Pearson
     Chief  Executive  Officer
     LTS  NETWORKS  INC.


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