Exhibit 4.8
                             SHAREHOLDERS AGREEMENT
                             ----------------------

     THIS SHAREHOLDERS  AGREEMENT (this "Agreement") is made and entered into as
of  October  2,  2002,  by and  among  Voxware,  Inc.,  a  Delaware  corporation
("Voxware"),  Voxware NV, a corporation organized under the laws of Belgium (the
"Company"),  and the other parties  listed on Exhibit A hereto (each referred to
herein as an "Investor" and collectively as the "Investors").

     WHEREAS,  the  Investors  and Voxware own all of the issued  capital of the
Company; and

     WHEREAS, the Company has purchased certain assets of SyVox Europe; and

     WHEREAS,  the parties desire to provide for certain  agreements  related to
the management of the Company; and

     WHEREAS, the parties also desire to provide for the exchange of the capital
stock in the Company  held by them in  accordance  with and subject to the terms
hereof;

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

1.       Definitions.

     1.1 "Creafund" shall mean Creafund NV, in the process of being  liquidated,
a corporation  organized  under the laws of Belgium,  which is an Investor under
this Agreement.

     1.2 "Debentures" shall mean the 10% Convertible Debentures Due July 1, 2003
issued by Voxware in the aggregate principal amount of 300.699,32 Euro.

     1.3  "Investor  Stock" shall mean capital stock of the Company now owned by
the Investors.

     1.4 "Net Sales" shall mean the invoice amounts actually  received for sales
of products and services by the Company to an unaffiliated third party in a bona
fide arm's length  transaction,  less the following items (a) cash discounts and
trade  allowances  actually  granted,  (b) rebates and  chargebacks  required by
applicable laws or made pursuant to agreements  with  customers,  (c) credits or
allowances  actually  granted  upon  claims,   damaged  goods,  outdated  goods,
rejections or returns of such product, including recalls, (d) taxes, tariffs and
similar  obligations,  duties or other  governmental  charges (other than income
taxes)  levied on,  absorbed or otherwise  imposed on sales of such  products or
services  and shown  separately  on the invoice,  (e)  shipping  charges and (f)
insurance costs related to shipping.

     1.5 "Newco Board" shall mean the Board of Directors of the Company.


<PAGE>


     1.6 "New Preferred  Stock" shall mean shares of preferred  stock of Voxware
issued in the Qualifying Fundraising.

     1.7 "Qualifying  Fundraising" shall mean (i) a Qualifying  Subscription and
(ii) the consummation, before the close of business on February 28, 2003, of the
equity financing of Voxware contemplated by a Qualifying Subscription.

     1.8 "Qualifying Subscription" shall mean the execution, before the close of
business on November 30, 2002, of subscription agreements (containing such terms
as are  reasonably  acceptable to Creafund) with one or more bona fide investors
providing  for the issuance of $2,500,000 or more of equity of Voxware in one or
more related financings.

     1.9 "Shares" shall mean shares of common stock, $.001 par value of Voxware.

     1.10 "Voxware Board" shall mean the Board of Directors of Voxware.

2.  Capital  Increase  in the  Company.  Upon  the  occurrence  of a  Qualifying
Fundraising,  Voxware shall subscribe to additional capital stock of the Company
so that Voxware owns 51% of the capital stock of the Company.  The  subscription
price for such capital stock shall be calculated based upon the valuation of the
Company.

2A. License Agreement.  Until such time, if any, that the Company is fully owned
by Voxware,  Voxware  shall grant the Company a  royalty-free  license (or other
appropriate  rights)  to  develop,  market  and  distribute  the  Voxware  owned
voice-based  solutions  for the  logistics,  distribution  and  package  sorting
industries in Europe on mutually  acceptable  commercially  reasonable terms. In
the event that the Qualifying  Financing is not consummated,  such license shall
convert  to a  royalty-bearing  license  on such  terms and  conditions  as will
mutually be agreed upon by Voxware, the Company and the Investors.

3. Exchange Rights.

     3.1  Exchange  Upon  Qualifying  Fundraising.  Upon the  consummation  of a
Qualifying  Fundraising,  each  Investor  shall have the option to exchange  the
Investor Stock held by such Investor for fully-paid and non-assessable shares of
capital stock of Voxware as issued in the  Qualifying  Fundraising at a price no
higher than the price to be paid by the  holders of Series C Preferred  Stock of
the Company  participating in the Qualifying  Fundraising,  and otherwise on the
same  terms and  conditions,  as agreed  upon by the  other  subscribers  to the
Qualifying  Fundraising,  but in no event  less than the  terms  and  conditions
agreed  upon  by the  holders  of  Series  C  Preferred  Stock  of  the  Company
participating in the Qualifying Fundraising.  In case these terms and conditions
would  materially  differ from the terms and conditions as set forth in the term
sheet between  Voxware and Creafund  signed on June 19, 2002 (the "Term Sheet"),
each Investor  can, at its sole  discretion,  require that the shares  resulting
from the  exchange  have the  same  terms  and  conditions  as set  forth in the
aforementioned  Term  Sheet.  For the  purpose  of this  Agreement,  the  shares
resulting  from the exchange will be referred to as "Preferred  Stock".  Voxware
shall give each  Investor  written  notice of its  intention to  consummate  the
Qualifying

                                      -2-
<PAGE>

Fundraising,  describing the type of New Preferred  Stock, and the price and the
general terms upon which Voxware proposes to issue the New Preferred Stock. Each
Investor  shall have time,  until the  expiration of his exchange  rights as set
forth in Section  3.5, to agree to exchange  some or all of its  Investor  Stock
upon such closing for the price and upon the terms specified in the notice or at
the terms and conditions as set forth in the Term Sheet by giving written notice
to Voxware and stating  therein the quantity of Investor  Stock to be exchanged.
Such  notice  shall also  state the name or names  (with  address)  in which the
certificate  or  certificates  for shares of  Preferred  Stock,  which  shall be
issuable on such exchange, shall be issued. The parties acknowledge that Voxware
will  require  shareholder  approval  to issue the New  Preferred  Stock and the
Preferred Stock.

     3.2  Exchange  Upon  Failure  of  Qualifying  Fundraising.  In the  event a
Qualifying  Subscription  has not  occurred by  November  30, 2002 and/or in the
event a Qualifying  Fundraising is not consummated by February 28, 2003 (whether
by failure of clause (i) or (ii) as set forth in the  definition  of  Qualifying
Fundraising), each Investor shall have the option to exchange the Investor Stock
held by such  Investor for  fully-paid  and  non-assessable  shares of preferred
stock ("Senior Stock") of Voxware, with new rights,  preferences and privileges,
as set out in Exhibit B hereto, senior to the rights, preferences and privileges
of Voxware's  existing preferred stock. In case Voxware is listed or traded on a
stock  exchange,  a regulated  market or on OTC-BB on the day of the exercise of
the option by the  Investor,  the price for the Senior Stock shall be 33% of the
average share price for the Shares for the 30 trading days prior to the exercise
of the  option by the  Investor.  In case  Voxware  is not listed or traded on a
stock  exchange,  a regulated  market or on OTC-BB on the day of the exercise of
the option,  the price for the Senior Stock shall be 33% of the intrinsic  value
of Voxware on the date of the exercise of the option by the Investor, which will
be defined by an  independent  expert,  appointed  by the board of  directors of
Voxware and reasonably acceptable to Creafund. The option will be deemed to have
been exercised on the date the written  notice  mentioned  hereunder  shall have
been received by Voxware at its principal executive office. In order to exercise
this exchange  privilege,  an Investor shall  surrender  their Investor Stock to
Voxware  during usual business hours at Voxware's  principal  executive  office,
accompanied  by written  notice  stating that such  Investor  elects to exchange
Investor  Stock  and  stating  therein  the  quantity  of  Investor  Stock to be
exchanged.  Such  notice  shall also state the name or names  (with  address) in
which the certificate or certificates for shares of Senior Stock, which shall be
issuable on such exchange, shall be issued. The parties acknowledge that Voxware
will require shareholder approval to issue the Senior Stock.

     3.3 Valuation of Investor Stock.  The aggregate value of the Investor Stock
held by all of the Investors for purposes of determining the exchange ratios for
Sections 3.1 and 3.2 shall be as follows:

     (a) $600,000 on the date hereof; or

     (b)  $1,000,000 on December 31, 2003 if the Net Sales of the Company are at
least  (euro)4,000,000  for the year ended  December 31, 2003;  provided that if
such Net Sales are less than

                                      -3-
<PAGE>

(euro)4,000,000,  the  valuation  shall be  determined  as  follows:  $600,000 +
($400,000 x (amount of Net Sales / (euro)4,000,000)); or

     (c)  $1,500,000 on December 31, 2003 if the Net Sales of the Company are at
least  (euro)5,200,000  for the year ended  December 31, 2003;  provided that if
such Net Sales are greater than  (euro)4,000,000 but less than  (euro)5,200,000,
the valuation  shall be determined as follows:  $1,000,000 + ($500,000 x (amount
by Net Sales exceed (euro)4,000,000 / (euro)1,200,000));

     3.4  Payment  of Value in Cash.  Voxware  shall  have the option to pay the
Investors in cash any value for the Investor  Stock in excess of  $1,000,000  in
lieu of Preferred Stock or Senior Stock.

     3.5  Expiration  of  Exchange  Rights.  The  exchange  rights  set forth in
Sections 3.1 and 3.2 shall expire on the close of business on December 31, 2004.

4. Financial Information.

     4.1  Financial  Information.  Voxware  hereby  covenants and agrees it will
furnish the following reports to each Investor:

     (a) As soon as  practicable  after the end of each  fiscal year of Voxware,
and in any event within  ninety (90) days  thereafter,  a  consolidated  balance
sheet of Voxware  and its  subsidiaries,  if any,  as at the end of such  fiscal
year,  and  consolidated  statements of income and cash flows of Voxware and its
subsidiaries,  if any,  for such year,  prepared in  accordance  with  generally
accepted accounting  principles  consistently  applied and setting forth in each
case in comparative  form the figures for the previous fiscal year (if any), all
in reasonable detail and audited by independent public  accountants  selected by
Voxware.

     (b) As soon as practicable after the end of each quarter,  but in any event
within  45 days of the end of each  quarter,  a  consolidated  balance  sheet of
Voxware and its  subsidiaries,  if any, as of the end of each such quarter,  and
consolidated statements of income and cash flows of Voxware and its subsidiaries
for such period and for the current fiscal year to date,  prepared in accordance
with generally accepted accounting  principles  consistently applied and setting
forth in  comparative  form the  figures  for the  corresponding  periods of the
previous fiscal year (if any), subject to changes resulting from normal year-end
audit  adjustments,  all in  reasonable  detail and  certified by the  principal
financial  or  accounting  officer  of  Voxware,   except  that  such  financial
statements need not contain the notes required by generally accepted  accounting
principles.

     (c) As soon as  practicable  after  transmission  or occurrence  and in any
event  within ten (10) days  thereof,  copies of any  reports or  communications
delivered to any class of Voxware's security holders or broadly to the financial
community,  including any filings by Voxware with any securities  exchange,  the
Securities  and Exchange  Commission or the National  Association  of Securities
Dealers, Inc.

                                      -4-
<PAGE>


     4.2 Other Information Rights. The provisions of Section 4.1 shall not be in
limitation  of any rights  which any Investor  may have as a  stockholder  or by
virtue of other  agreement with Voxware with respect to the books and records of
Voxware and its  subsidiaries,  or to inspect their  properties or discuss their
affairs,  finances and accounts,  under the laws of the  jurisdictions  in which
they are incorporated.

5. Term and Termination. Except as specifically set forth in this Agreement with
respect to a  particular  provision,  such as and not limited to Sections 4, 6.2
and 6.3, this  Agreement  shall  continue in full force and effect from the date
hereof  through the  earliest  of the  following  dates,  on which date it shall
terminate in its entirety:

     (a) the  conversion  of all of the  Investor  Stock into  capital  stock of
Voxware;

     (b) the date of the closing of a sale, lease or other disposition of all or
substantially  all of Voxware's assets or Voxware's merger or conversion into or
consolidation with any other corporation or other entity, or any other corporate
reorganization,  in which the  holders of  Voxware's  outstanding  voting  stock
immediately  prior to such transaction own,  immediately after such transaction,
securities representing less than fifty percent (50%) of the voting power of the
corporation  or other entity  surviving  such  transaction,  provided  that this
Section  5(b)  shall  not  apply to a  merger,  conversion  or  other  corporate
reorganization  effected exclusively for the purpose of changing the domicile of
Voxware;

     (c) the tenth anniversary of the date hereof.

6. Board of Directors.

          6.1 Newco Board Composition.

          (a) The Newco Board shall initially  consist of three (3) members,  of
     which one member  shall be  designated  upon  proposal  by Voxware  and two
     members designated upon proposal by Creafund.

          (b) Upon the occurrence of a Qualifying Subscription, Voxware shall be
     entitled to propose two  members of the Newco Board and  Creafund  shall be
     entitled to propose one member of the Newco Board.

          (c) Upon the exercise of the exchange right for all Investors'  Stock,
     Voxware shall be entitled to propose all members of the Newco Board.

          (d) The Newco  Board  member(s)  designated  by Voxware may be removed
     during the aforesaid  term of office,  whether with or without  cause,  but
     they can only be  replaced by a  candidate  proposed by Voxware.  The Newco
     Board member(s)  designated by Creafund may be removed during the aforesaid
     term of  office,  whether  with or  without  cause,  but  they  can only be
     replaced by a candidate proposed by Creafund.

                                      -5-
<PAGE>

          (e) The parties to this Agreement agree to vote their interests in the
     Company to give effect to the provisions of this Section 6.1.

     6.2 Board  Observer  Rights.  Commencing  upon the full  conversion  of the
Debentures  or the full  exercise  of the  exchange  rights,  Creafund  shall be
entitled to Voxware Board observer  rights for one designee,  which person shall
be entitled to attend all meetings of the Voxware  Board  telephonically  and to
receive all  information  distributed  to members of Voxware Board in connection
with board meetings.

     6.3. The Company can only use the proceeds of the loan evidenced by the 10%
Convertible Debentures Due July 1, 2003, for operational expenditures, excluding
expenses  or  invoices  generated  by Voxware  (other  than the  acquisition  of
Voxware's voice-based solutions),  except for out-of-pocket expenses incurred by
European personnel which are paid or reimbursed directly by Voxware.

7. Miscellaneous.

     7.1 Governing Law. This Agreement  shall be governed by and construed under
the laws of the Country of Belgium.  All disputes arising in connection with the
present  Agreement  between the parties shall be finally  settled in Brussels by
three arbitrators appointed in accordance with the rules of CEPINA. The language
of the procedure will be English.

     7.2  Amendment.  Any  provision  of this  Agreement  may be amended and the
observance  thereof may be waived (either generally or in a particular  instance
and either  retroactively or  prospectively)  only by the consent of all Parties
hereto.

     7.3 Assignment of Rights.  This Agreement and the rights and obligations of
the parties  hereunder  shall inure to the benefit of, and be binding upon,  the
parties  (including  all  Investors)  and their  respective  successors,  heirs,
permitted assigns and legal representatives.

     7.4  Notices.  All notices  required  or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be  notified,  (ii) when  delivered by a receipted  same day  messenger
service to the addressee or the  addressee's  agent or employee or, if delivered
to a  residence,  to any adult  person  at such  residence,  (iii)  when sent by
confirmed  facsimile if sent during normal  business hours of the recipient;  if
not,  then on the next  business  day, (iv) three (3) business days after having
been sent by certified mail, return receipt requested,  postage prepaid,  or (v)
one (1) day  after  deposit  with a  nationally  recognized  overnight  courier,
specifying  next  day  delivery,  with  written  verification  of  receipt.  All
communications  shall  be sent to the  party  to be  notified  at the  following
addresses or at such other  address as such party may designate by notice to the
other parties pursuant to this Section 7.4:

                  If to an Investor:        The address set forth on Exhibit A
                                            to this Agreement

                                      -6-
<PAGE>


                  If to Voxware:            Voxware, Inc.
                                            Lawrenceville Office Park
                                            168 Franklin Corner Road
                                            Lawrenceville, New Jersey 08648
                                            Attention: Chief Executive Officer
                                            Phone: (609) 514-4100
                                            Facsimile: (609) 514-4103

                  If to the Company:        Voxware N.V.
                                            Blauwe Toren, Hoge Hul 65
                                            8000 Brugge
                                            Attention:
                                            Phone: +32 (0) 50/313.666
                                            Facsimile: +32 (0) 50/313.667

                  With a copy to:           Hale and Dorr LLP
                                            650 College Road East
                                            Princeton, NJ 08540
                                            Attn: William J. Thomas, Esq.
                                            Phone: (609) 750-7600
                                            Facsimile: (609) 750-7700

     7.5  Severability.  In the  event  one or  more of the  provisions  of this
Agreement  should,   for  any  reason,  be  held  to  be  invalid,   illegal  or
unenforceable in any respect, such invalidity,  illegality,  or unenforceability
shall not affect any other  provisions  of this  Agreement,  and this  Agreement
shall be construed as if such invalid,  illegal or  unenforceable  provision had
never been contained herein.

     7.6 Entire Agreement. This Agreement and the Exhibits hereto constitute the
full and entire  understanding  and agreement between the parties with regard to
the  subjects  hereof and no party  shall be liable or bound to any other in any
manner by any  representations,  warranties,  covenants and agreements except as
specifically set forth herein and therein.

     7.7  Counterparts.  This Agreement may be executed in six  counterparts (as
many as there are distincted  parties and Investors to this Agreement  according
to Belgian  Law),  each of which shall be deemed an  original,  but all of which
together shall constitute one and the same instrument.

     7.8 Adjustment for Stock Splits, Etc. Wherever in this Agreement there is a
reference  to shares of capital  stock of Voxware of any class or series,  then,
upon the  occurrence of any  subdivision,  combination or stock dividend of such
class or series of stock,  the number of shares so referenced in this  Agreement
shall  automatically  be  proportionally  adjusted  to reflect the effect on the
outstanding  shares  of such  class or  series  of  stock  by such  subdivision,
combination or stock dividend.

                                      -7-
<PAGE>

     7.9. Failure to exercise The failure by either party to enforce at any time
any of the provisions of this  Agreementor to require at any time performance by
another  party of any such  provision,  shall,  in no way, be  construed to be a
waiver of such provisions,  nor in any way affect the validity of this Agreement
or any part thereof, or the right of either party thereafter to enforce each and
every provision.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -8-

<PAGE>
                    SIGNATURE PAGE FOR SHAREHOLDERS AGREEMENT


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


THE COMPANY:

VOXWARE NV



By: /s/
    -----------------------------------------
       Name:
       Title:

VOXWARE:

VOXWARE, INC.



By: /s/
    -----------------------------------------
       Name:
       Title:

THE INVESTORS:

CREAFUND NV


By: /s/
    -----------------------------------------
       Name:
       Title:




                                      -9-
<PAGE>


                    SIGNATURE PAGE FOR SHAREHOLDERS AGREEMENT


AVVISION BVBA


By:/s/
   -----------------------------------------
       Name:
       Title:

/s/
--------------------------------------------
Pascal Persyn


/s/
--------------------------------------------
Karine Vandenberghe


                                      -10-
<PAGE>




                                    Exhibit A
                                       To
                             Shareholders Agreement

                                List of Investors

Creafund NV in Liquidation
Clintonpark
Ter Reigerie 9 B8
8800 Roeselare

Avvision BVBA
Guido Gezellelaan 87
8210 Loppem

Pascal Persyn
Guido Gezellelaan 87
8210 Loppem

Karine Vandenberghe
Guido Gezellelaan 87
8210 Loppem



<PAGE>


                                    Exhibit B

                                       To
                             Shareholders Agreement


               Rights, preferences and privileges of Senior Stock
               --------------------------------------------------

To be negotiated upon Failure of Qualifying Fundraising between all Parties