Exhibit 10.1
                               PURCHASE AGREEMENT
                               ------------------


PURCHASE  AGREEMENT,  made as of the 18 day of August 2003 by and between Natali
the company for emergency  medical  services in Israel Ltd, a company  organized
under the laws of Israel  and having  offices  at 13 Moses  St.,  Tel Aviv 67442
Israel (the "BUYER") and Voice Diary Inc., a company organized under the laws of
the State of Delaware and having offices at 200 Robbins Lane, Jericho, NY 11753,
USA (the "SELLER").

WHEREAS,  the Seller is engaged in  developing,  manufacturing  and marketing of
          Personal Digital Assistants (the "BUSINESS"); and

WHEREAS,  the Buyer wishes to acquire certain products from the Seller under the
          terms and agreements detailed herein; and

WHEREAS,  the Seller  wishes to sell  certain  products  to the Buyer  under the
          terms and agreements detailed herein.

THEREFORE,  in  consideration  of the  premises  and the  mutual  covenants  and
agreements detailed below, the parties hereby
agree as follows:

1.       Sale of Products

         1.1.     Products To Be Sold.  According and subject to the  conditions
                  of this  Agreement,  the Buyer hereby  undertakes  to purchase
                  from the Seller,  and the Seller hereby undertakes to sell and
                  transfer  to the Buyer,  50,000  (Fifty  Thousand)  units of a
                  cellular medical PDA product that is described in more details
                  in Appendix A attached  and  incorporated  hereby by reference
                  (the  "Purchased  Products").  To  remove  doubt it is  hereby
                  agreed  that  the  Purchased  Products  will  include  all the
                  software   necessary  to  operate  according  to  the  Product
                  Specification  (as defined  above).  However,  the software to
                  manage  the  subscribers  and the center  will be the  Buyer's
                  including the taking care of the EKG data to be transferred.

         1.2.     Conformity  to  the  Specification.   All  Purchased  Products
                  produced by Seller pursuant to this Agreement shall conform to
                  the  Product  Specification  set in  Exhibit  A, which will be
                  changed or corrected by the parties from time to time,  and is
                  hereby attached by reference. The signing of the exhibits is a
                  necessary  condition  and this  order  will not have  validity
                  without them.

                  Quality  Control.  All Purchased  Products  produced by Seller
                  pursuant to this Agreement shall be manufactured in accordance
                  with  the  Quality  Control  Program  to be  prepared  by  the
                  Parties.


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         1.3.     The  Seller   shall  make  no   deviation   from  the  Product
                  Specification  and  Quality  Control  Program  without a prior
                  written  consent of the Buyer.  To the Buyer will  pertain the
                  right to reject any ordered  product that did not stand in the
                  Product Specification and the Quality Control Program that are
                  agreed, unless the failure is directly connected to actions or
                  failures of the Buyer.

         1.4.     To remove doubt,  it is hereby  clarified that the Buyer shall
                  not be considered in any form or way  responsible to the debts
                  of the Seller,  to all his obligations and undertakings of any
                  kind  whatsoever,  whether  accrued,  absolute or  contingent,
                  whether  known or  unknown,  whether  due or to become due and
                  whether  related  to  the  Purchased  Products  or  otherwise,
                  regardless of their time of claim.

2.                Delivery

         2.1.     The  Seller  shall  deliver  the  Purchased  Products  in  the
                  quantities and dates as detailed:

                  2.1.1.   No  later  than  the  lapse  of  twelve  (12)  months
                           following the Closing Date (as defined  hereinafter),
                           the Seller shall deliver to the Buyer 1,000 Purchased
                           Products and maximum 24 months after the date of this
                           agreement;

                  2.1.2.   Thereafter,  the  Seller  shall  deliver to the Buyer
                           1,000  Purchased  Products  (the  "Monthly  Purchased
                           Units") on the 1st day of each month,  commencing  on
                           the month that follows  after the month in which were
                           delivered the first products.

                  2.1.3.   The Buyer  shall be given the right,  at any time and
                           from time to time,  upon a three (3)  months  advance
                           notice,  to  increase  or  to  decrease  the  Monthly
                           Purchased Units,  under the condition that the number
                           of the Purchased Monthly Units shall not exceed 3,000
                           and shall decrease 200.

                  For this  purpose,  the  Closing  Date  shall mean the date on
                  which the Seller  will close the sale of its shares  under the
                  Prospectus  filed  with  the  United  States   Securities  and
                  Exchange  Commission  for  Seller's  shares  under the  United
                  States  Securities Act of 1933, as amended,  provided that the
                  sum of all the  monies  of this  sale  will  be at  least  US$
                  3,000,000.

         2.2.     Without derogating from the foregoing, the Parties acknowledge
                  and agree that the  Seller  will not be  obligated  to deliver
                  Purchased Products to the Buyer unless the Seller will be able
                  to raise said amount under the  Prospectus,  regardless of the
                  reason for the Seller's failure to do so.


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         2.3.     Sole and  Exclusive  distributor.  The Buyer shall be the sole
                  and exclusive  distributor of the Purchased Products in Israel
                  as long as the Buyer will fulfill all its  undertakings  under
                  this  agreement  and the Buyer  will not use the  cancellation
                  option as discussed in clause 4 of this agreement.

3.       Payment

         3.1.     The Buyer  will pay the  Seller  the  following  prices of the
                  finished goods ("Contract  Price") for each Purchased  Product
                  delivered to the Buyer  according to this Agreement the higher
                  between  (i):  US$ 300;  or (ii)  Cost + 20%.  The  Cost  will
                  include the cost of the  material  and the labor  necessary to
                  produce  thousand  products  and will not include  other costs
                  whatsoever.

         3.2.     The  payment  will be given in U.S  Dollars.  The Seller  will
                  issue an  invoice to debit the Buyer on the  required  payment
                  under this Agreement  upon shipment of the finished  Purchased
                  Products.  The payment terms will be net thirty (30) days from
                  the date of delivery of the products.

         3.3.     The Contract  Prices  includes  charge for the Warranty  under
                  Article y7.

         3.4.     The Contract Price includes (i) shipping, handling, packaging,
                  insurance  fees  and (ii)  taxes,  duties,  fees or any  other
                  payment  that was  collected  from the  Seller  because of the
                  selling, the provision, the shipping, the import or the export
                  of Purchased  Products in accordance with this Agreement,  all
                  of which will be paid promptly by the Seller.

         3.5.     To remove doubt the Parties hereby agree and acknowledge  that
                  Buyer's  undertaking  to pay the product  price is subject and
                  conditioned  by  full  compliance  of  Seller  in  all  of his
                  obligations  and  undertakings   that  are  included  in  this
                  agreement,  including but without limitation,  to the Seller's
                  undertakings that: (i) all the Purchased Products that will be
                  produced  by the  Seller  according  to  this  Agreement  will
                  conform to the Product  Specification  as described in Exhibit
                  A, and to the Quality Control Program,  and (ii) the Purchased
                  Products  will be  delivered  to the Buyer in the  amounts the
                  dates as set in Section y2.1.

4.       Cancellation Option

         Despite all that is said in this agreement,  Buyer shall have the right
         to cancel the amount of Purchased Products according to this Agreement,
         at  any  time  and  from   time  to  time,   without   fine,   penalty,
         indemnification  or charge, by providing the Seller with written notice
         on cancellation by the Seller  ("Cancellation  Notice"),  in any one of
         the following cases:


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       (i) After the Buyer acquired 10,000 units.

       (ii) If the Seller did not  deliver  the first  1,000  units prior to the
       lapse of 24 calendar months following the date of this agreement.

       (iii) If the price of the product will exceeds $350.

       (iv) If a third party will claim that his patents rights were infringed.

5.       Representations and Warranties of the Seller

         The Seller hereby represents and declares to the Buyer as follows:

         5.1.     Organization,  Power. The Seller is a public company,  limited
                  by shares,  legally  organized and existing  under the laws of
                  Delaware state,  with power and full authority to execute this
                  Agreement,  to  perform  the  undertakings  detailed  in  what
                  follows and consummate the transactions considered hereby.

         5.2.     Authority Relative to Agreement.  The execution,  delivery and
                  performance  of this  Agreement  by the Seller  have been with
                  power and authority by all corporate action necessary with the
                  Seller.

         5.3.     Binding Undertaking.  This Agreement constitutes the valid and
                  binding  obligation of the Seller,  enforceable  in accordance
                  with its terms.

         5.4.     No Breach. The execution and performance of this Agreement and
                  the  consummation of the transaction  described below will not
                  be a breach  of or  avoidance  of any  agreement  to which the
                  Seller is party.

         5.5.     Approvals. No approval or consent of any person,  authority or
                  entity in  connection  with the execution and delivery of this
                  Agreement or in connection with the execution by the Seller of
                  all the obligations described hereby.

         5.6.     Title and Ownership of the Purchased Products. The Seller will
                  have  marketable  rights and ownership on all of the Purchased
                  Products, free of lien, pledge, collaterals,  encumbrances and
                  claims of any type  (collectively  "LIENS").  No person  other
                  than the Seller will have  ownership  rights,  part,  claim or
                  Lien  on  the  Purchased  Products.   The  execution  of  this
                  Agreement  by the Seller,  and the  delivery of the  Purchased
                  Products  pursuant  to the terms set hereby,  will  suffice to
                  transfer  marketable  rights of the Purchased  Products to the
                  Buyer, free of any Lien.

         5.7.     Intellectual Property.

                  5.7.1.   For  purposes  of  this  Agreement,  the  meaning  of
                           "Intellectual  Property" will be patents  (utility or
                           design),  trademarks,  trade  names,  service  marks,


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                           designs,   logos,   rights,   technology,   know-how,
                           process,        software,        trade       secrets,
                           private/confidential   information   and  all   other
                           rights, licenses or other permissions of intellectual
                           property (all of which whether registered or pending)
                           that  are   required  (i)  to  operate  the  Seller's
                           business  as  it  is  operating  today  or  as  it is
                           proposed  to be  operating,  and  (ii)  in  order  to
                           fulfill   in   time   all  of  the   Seller's   above
                           undertakings,  including,  but  not  limited  to  the
                           Seller's  obligation to develop and  manufacture  the
                           Purchased    Products   in   accordance    with   the
                           specification   o  requirements   described  in  this
                           subject.

                  5.7.2.   On the Closing Date the Seller will be the sole owner
                           of all Intellectual Property, or will have sufficient
                           rights,  ownership and  involvement,  or he will have
                           valid licenses in scope and time for all Intellectual
                           Property - all free of lien, claims and encumbrances.

                  5.7.3.   The  Seller  has  not  granted  rights  to and in the
                           Intellectual Property. To the Seller's knowledge,  as
                           of the date of this agreement, there are no infringes
                           to Intellectual Property, or conflicts,  or seemingly
                           infringes or infringes of the  intellectual  property
                           rights of any third party.

                  5.7.4.   The   Seller   will   duly   protect   the   secrecy,
                           confidentiality   and   value  of  the   Intellectual
                           Property and other technological information, through
                           contract undertakings,  including confidentiality and
                           non-disclosure  agreements with every third party who
                           may be exposed to the  Intellectual  Property  of the
                           Seller,   including  all  of  the  contractors,   the
                           consultants   and   employees   who  have  access  to
                           proprietary information.

                  5.7.5.   As of the Closing Date, the Intellectual  Property is
                           not infringing upon any other intellectual  property.
                           No  person  has  declared  claim  to  the  Seller  or
                           questioned  regarding  the  Seller's  rights  in  the
                           Intellectual Property.

         5.8.     Contracts  Relating  to the  Purchased  Products.  There is no
                  contract,  agreement or  understanding  between the Seller and
                  any other  party that will  prevent or impede the  delivery of
                  the Purchased  Products to the Buyer,  or use of the Purchased
                  Products  by  the  Buyer  following  their  delivery.  To  the
                  Seller's  knowledge,  no party to any  contract  or  agreement
                  related to the  Purchased  Products is or will be in breach or
                  default  because  of  this  contract,  and  all  contracts  or
                  agreements  related  to the  Purchased  Products  are in  full
                  validity and are effective.


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         5.9.     Miscellaneous.

                  5.9.1.   All  renewal  fees,  which  are  due,  and the  steps
                           required for the  maintenance  and  protection of the
                           Purchased Products have been paid and taken.

                  5.9.2.   None of the  Purchased  Products  are  subject to any
                           law,  valid  order,  condition  or  agreement  of the
                           Seller, restricting the use of them.

                  5.9.3.   Following  their  delivery,  the  Buyer  will  not be
                           subject to any  obligation  to pay any  royalties  or
                           other payments with respect to the  marketing,  sale,
                           distribution,  manufacture  or use  of the  Purchased
                           Products to third party.

6.       Representations and Warranties of the Buyer

         The Buyer represents and warrants to the Seller as follows:

         6.1.     Organization;  Power. The Buyer is a private company,  limited
                  by shares,  duly  organized and existing under the laws of the
                  State of Israel, with power and full authority to execute this
                  Agreement,  to perform its undertakings detailed below, and to
                  consummate the transactions considered hereby.

         6.2.     Authority Relative to Agreement.  The execution,  delivery and
                  performance   of  this   Agreement  by  the  Buyer  have  been
                  authorized  in time and as required by all  corporate  actions
                  necessary by the Buyer.

         6.3.     Binding  undertaking.  This  Agreement  authorizes the binding
                  undertaking of the Buyer,  which is  enforceable  according to
                  the terms.

         6.4.     No Breach. The execution and performance of this Agreement and
                  the  consummation of the transaction  described below will not
                  end in a breach of, or default of any  agreement  in which the
                  Buyer takes part.

         6.5.     Approvals.  No  approval or permit of a person,  authority  or
                  entity  in  regard  to the  execution  and  delivery  of  this
                  Agreement or the performance of the Buyer of its  undertakings
                  that are described below.

7.       Warranty and Service

         7.1.     Scope of Warranty.  The Seller is  responsible in front of the
                  Buyer  that  the  Purchased   Products  will  conform  to  the
                  description, the specification and standards described in this
                  Agreement  (including  its  APPENDICES),  and there will be in
                  them no material defects and manufacturing faults under normal
                  operating  conditions (the "WARRANTY").  The Warranty does not
                  relate to any defect  found (1) in product  that was  altered,
                  repaired  or that  some work was done on it by  someone  other
                  except the Seller and without the  Seller's  written  consent,
                  (2)  which is  caused  by not  correct  storage,  not  correct


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                  operation, improper assembly and maintenance, non-standard use
                  of the Buyer,  (3) which  results by use with un-fit  parts or
                  malfunction  or un fit  hardware  of the Buyer,  or (4) defect
                  caused  (after the  delivery  to the Buyer)  from fire,  power
                  interruption  or voltage surge,  or any other thing outside of
                  the Seller's control. The Warranty shall be in effect only for
                  the warranty period ("WARRANTY PERIOD"), which shall be twelve
                  (12)  months  from  the  date  of  delivery  of the  Purchased
                  Products to the Buyer.

         7.2.     Remedy. The Seller's  undertaking and the Buyer's remedy under
                  the Warranty are limited to the replacement or repair,  at the
                  Seller's  decision (and at the Seller's  premises in the State
                  of Israel) of  defective  units at no charge to the Buyer.  To
                  exercise the Warranty the Buyer must send the  defective  part
                  of the unit to the Seller's  laboratory as the Seller notified
                  him from time to time during the Warranty  Period.  The Seller
                  shall  then  repair  or  replace  the  part  or the  unit,  on
                  condition that the defect and the unit correspond to the scope
                  of the Warranty. The Seller shall pay for the cost of shipping
                  to him,  and the cost of  shipping  the  repaired  or replaced
                  parts  (under  the  Warranty)  back to the  Buyer.  The  Buyer
                  accepts upon himself the risk of loss of the unit that is sent
                  for repair until the Seller was  received by the Seller.  From
                  the  moment of receipt of the unit,  the Seller  accepts  upon
                  himself the risk of loss of the unit until it arrives  back to
                  the Buyer.

                  In case that the  Seller is  unable to repair or  replace  the
                  defective  Purchased  Product,  the Seller shall reimburse the
                  Buyer the payment for purchasing  the product,  subject to the
                  provisions of Section y8 below.

         7.3.     Warranty on Repaired Items. The Warranty and repair (described
                  in  Sections  y7.1 and y7.2)  shall be valid for  repaired  or
                  replaced units for six (6) months following  redelivery to the
                  Buyer,  or the end of the Warranty  Period,  whichever will be
                  later between the two.

         7.4.     Other  Maintenance.  The Seller  will charge the Buyer for any
                  maintenance work performed beyond the coverage of the Warranty
                  at the  standard  service  price at that  time.  To the  Buyer
                  remains the right to insure the Purchased Products after their
                  warranty  period for an annual  payment of 15% of the Contract
                  Price. The Purchased Products under the insurance will receive
                  under the same repair service described in sections 7.1, 7.2.

8.       Limitation of Liability

         In no event will the parties or their  officers,  directors,  agents or
         employees be responsible  for losses of profit payment or  information,
         consequential  or  direct,  or of  indirect  damage as a result of this


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         agreement,  or of damage or loss  related to the  inability  to use the
         Purchased  Products,  separately  or in addition to another  product or
         from any other reason  whatever,  except as  specifically  indicated in
         this agreement.

         8.1.     Ownership  Retention.  All right,  title,  in all tangible and
                  intangible  property,   work  products,   ideas,   inventions,
                  discoveries and improvements, whether patentable or not, owned
                  by the Seller,  shall remain in his sole  property.  The Buyer
                  did not consider in the use of the Seller of trademarks, trade
                  names,  registered  signs,   copyrights,   trade  secrets,  or
                  designs, and there is nothing in this Agreement that gives the
                  Buyer an interest in these.

         8.2.     The Buyer  acknowledges  hereby  that all the  rights  for the
                  intellectual  property are and will remain in the ownership of
                  the Seller, and will include without limitation copyrights and
                  other proprietary rights, in all of the Purchased Products and
                  documents delivered for this subject (including translations),
                  and in any time during or after this  Agreement the Buyer will
                  not claim or demand  assert or claim any right or do  anything
                  that will negatively  affect on validness or enforceability of
                  any patent,  trademark,  trade name, trade secret,  copyright,
                  designation, logo, or other practical know-how that belongs to
                  or licensed to the Seller (including,  without limitation, any
                  act or  assistance to any act that may infringe or lead to the
                  infringement of the rights of the Purchased Products).

         8.3.     The  Buyer  will  have the  right  to  attach  any  additional
                  trademarks,  trade names, logos, or designations to any of the
                  Purchased Products.

         8.4.     The  Buyer  acknowledges  he does  not get by  virtue  of this
                  Agreement  any  proprietary   right  in  connection  with  the
                  Purchased Products. Indemnification

9.       Despite what is said in this  agreement  (including  the  provisions of
         Section  y8  above),  the  Seller  shall  indemnify  the Buyer (and its
         employees,  officers,  directors,  successors and assigns) and hold the
         Buyer (and its employees,  offices, directors,  successors and assigns)
         harmless from all loss, cost, damage,  liability and expense (including
         reasonable payments and expenses for attorney), however caused, arising
         from any claim of a third party that the  Purchased  Products  infringe
         its intellectual property rights. If requested by the Buyer, the Seller
         shall  defend,  on its  account,  the  Buyer  in all  actions  or legal
         proceedings that will be initiated against the Buyer in connection with
         any  subject in which the Seller is  required  to  indemnify  the Buyer
         below.

10.      Termination of Agreement


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         10.1.    Termination.  Either Party may  terminate the Agreement if the
                  other  Party  fails  to  comply  with  the  provision  of this
                  Agreement  and does not cure the  failure  within  thirty (30)
                  days of its receipt of notice of the failure.

         10.2.    This Agreement terminates  automatically,  with no further act
                  of the parties if: (i) on or prior to September 15, 2003,  the
                  Seller  does not  consummate  the  Prospectus,  regardless  of
                  reason; (ii) the Seller makes an assignment for the benefit of
                  its  creditors;  (iii) any  proceedings  are  commenced by the
                  Seller,  for or  against  the  Seller  under  any  bankruptcy,
                  insolvency,   or  debtor's  relief  law,  provided  that  such
                  proceeding or order for their  execution has not been canceled
                  within 30 days subsequent to the filing date thereof;  or (iv)
                  the Seller was  liquidated  or dissolved.  Without  derogating
                  from the provisions of Sections y7.2 and y8 herein, the rights
                  of  termination  described in this Section 10, are in addition
                  to any other remedy that the Buyer has.

         10.3.    When  the  agreement  seizes  to be  valid  or is  terminated,
                  Neither Party shall be liable to the other Party reimbursement
                  of  expenses  or  damages  for loss of  goodwill,  prospective
                  profits  or   anticipated   orders,   or  on  account  of  any
                  expenditures,  investments,  leases,  or  commitments  made by
                  either party or for any other reason whatsoever, based upon or
                  relating to such validation or termination.

11.      Miscellaneous

         11.1.    Survival of Representation and Warranties. Each of the parties
                  hereto   covenants   and  agrees  that  its   representations,
                  warranties  and covenants  contained in this Agreement and any
                  document  delivered  or  to  be  delivered  pursuant  to  this
                  Agreement  and in  connection  with the  Closing as defined in
                  this  agreement,  shall  survive  the  Closing  Date until the
                  expiration  of the  validity  of  the  applicable  statute  of
                  limitations.

         11.2.    Entire  Agreement.   This  Agreement  constitutes  the  entire
                  understanding  of the  parties  with  respect  to the  subject
                  matter  hereof,   and  supersedes  all  prior  agreements  and
                  understandings with respect thereto.

         11.3.    Amendment.   No  amendment  or  alteration  of  the  terms  or
                  provisions  of this  Agreement,  including  any  Schedules  or
                  Exhibits  in this  subject or in addition to it, will be valid
                  unless it will be in writing  and signed by the Party  against
                  whom such amendment or alteration is to take place.

         11.4.    No   Assignment.   This   Agreement  is  not   assignable   or
                  transferable by any party without the prior written consent of
                  all other parties hereto.  Subject to all restrictions against
                  assignments  contained  elsewhere herein, this Agreement shall
                  inure  to the  benefit  of,  and  shall  be  binding  upon the
                  assigns,  successor  in  interest,  personal  representatives,
                  estates, heirs and legatees of each of the parties hereto.


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         11.5.    Notice.  Any notice,  demand,  consent or other  communication
                  under  this  Agreement  shall be in writing  addressed  to the
                  other  Party  at  its  address  on  the  first  page  to  this
                  Agreement,  or to such other  address as such Party shall have
                  theretofore  furnished  by  like  notice,  and  either  served
                  personally,  sent by registered or certified first class mail,
                  postage prepaid, sent by facsimile transmission,  or delivered
                  by reputable  commercial courier.  Such notice shall be deemed
                  given (i) when so personally  delivered,  or (ii) if mailed as
                  aforesaid,  seven  (7) days  after  the same  shall  have been
                  posted,  or (iii) if sent by  facsimile,  one (1) business day
                  following the date on which the  transmission of the facsimile
                  was  confirmed,  or  (iv)  if  sent  by  reputable  commercial
                  courier, four (4) days after the same shall have been sent.

         11.6.    Delays or Omissions;  Waiver. No delay or omission to exercise
                  any right,  power,  or remedy accruing to either the Seller or
                  the Buyer upon any  breach or default by the other  under this
                  Agreement  shall impair any such right, or remedy nor shall it
                  be construed to be a waiver of any such breach or default,  or
                  any  acquiescence  therein or in any similar breach or default
                  thereafter occurring.

         11.7.    Governing  Law  And  Jurisdiction.  This  Agreement  shall  be
                  governed by and construed  solely in  accordance  with Israeli
                  law and the  courts of  Tel-Aviv-Jaffa  shall  have  exclusive
                  jurisdiction  over any  dispute or claim  arising out of or in
                  connection with this Agreement.

         11.8.    Severability.  Any provision hereof  prohibited by, or that is
                  unlawful or  unenforceable  under,  any  applicable law of any
                  jurisdiction,  shall as to such  jurisdiction  be  ineffective
                  without  affecting  any  other  provision  of this  Agreement;
                  provided,  however,  that if the provisions of such applicable
                  law may be  waived,  they are hereby  waived,  to the end that
                  this  Agreement be deemed to be a valid and binding  agreement
                  enforceable in accordance with its terms.

         11.9.    Headings.  The  headings  and titles to the  articles  of this
                  Agreement are inserted for  convenience  only and shall not be
                  deemed  a  part   hereof  or  affect   the   construction   or
                  interpretation of any provision hereof.

         11.10.   Indemnification.  The Seller will  indemnify the Buyer for any
                  sum that the Buyer  shall  pay by  decision  of an  authorized
                  court  to a third  party  because  of this  order  and/or  the
                  quality  of the  product  and/or  violation  of patent  rights

                                       26

<PAGE>

                  and/or  violation of copyrights  and/or  violation of property
                  rights and/or any other right that a third party will claim to
                  his right by law or agreement.

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

------------------------------                   ------------------------------

NATALI the company for emergency medical services in VOICE DIARY INC.
Israel Ltd
                                                 By:  Arie Hinkis
BY:  _______________________                     Title:  CEO
TITLE:  ______________________                   Date:  _____________________
DATE:  _____________________




                                       27
<PAGE>



                                    EXHIBIT A
           [Description and Specifications of the Purchased Products]



                                       28
<PAGE>



                                    EXHIBIT B
              [Quality Control Program for the Purchased Products]



                                       29