Exhibit 10.3(b)
LTS Share Purchase Agreement (Paul Tatham)

                            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:                                    PAUL  TATHAM, residing and  domiciled at
                         356,  Du  Coteau  in  the City of Rosemere, Province of
                         Quebec,  J7A  2P9,  Canada,

                                       (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 20 Common Shares in the capital
stock  of  the  COMPANY;  and

          WHEREAS the SELLER wishes to sell forty percent (40%) of his shares of
the  COMPANY,  or  8  Common  Shares  (the "Shares") and the Purchaser wishes to
purchase  same  on  the


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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 8 Common Shares in
          the  capital  stock of the COMPANY (the "Shares"), in consideration of
          50,000  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 4% 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;


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                         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

                         d.   The  representations  and  warranties  of  the
                              PURCHASER  and  the  SELLER set forth in Section 4
                              and  5  hereof,


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                              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 Tatham
     ----------------------------
          Paul Tatham




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


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