EXHIBIT 10.3

                     AMENDMENT #1 TO SUBSCRIPTION AGREEMENT


         THIS AMENDMENT (the "Amendment") is made to those certain Subscription
Agreements by and between Voiceflash Networks, Inc. ("Voiceflash") and Alpha
Capital Aktiengesellschaft and Stonestreet Limited Partnership (each a
"Subsriber" and collectively "Subscribers") dated August 6, 2001 (the
"Subscription Agreement[s]").

         WHEREAS, pursuant to Section 10.1(iv) of the Subscription Agreement,
Voiceflash was required to file a registration statement ("Registration
Statement") with the Securities and Exchange Commission on or before October 5,
2001 ("Filing Date") which Registration Statement was required to be declared
effective by the Securities and Exchange Commission on or before December 4,
2001 ("Effective Date"). Failure by the Debtor to timely file the Registration
Statement by the Filing Date or for such Registration Statement not to be
declared effective on or prior to the Effective Date is a Non-Registration Event
(as defined in Section 10.4 of the Subscription Agreement) which gives rise to
Liquidated Damages as set forth in Section 10.4 of the Subscription Agreement
and further constitutes an Event of Default pursuant to Section 3.12 of the
Notes issued to the Subscribers by Voiceflash pursuant to the Subscription
Agreement ("Notes"); and

         WHEREAS, Voiceflash acknowledges that a Non-Registration Event has
occurred in connection with the Filing Date.

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

         1. Each of the Subscribers hereby waives its rights in connection with,
and amounts payable to Subscribers as a result of, the Non-Registration Event
that has occurred, provided the Debtor complies with its registration
obligations as if November 15, 2001 were the Filing Date, and as if February 6,
2002 were the Effective Date. In the event a further Non-Registration Event
occurs with respect to the amended Filing Date, then the foregoing waiver of
Liquidated Damages shall be null and void, the original Filing Date and
Effective Date shall be reinstated, and Liquidated Damages will accrue and be
payable from such original Filing Date and Effective Date.

         2. Voiceflash shall include for registration in the Registration
Statement on behalf of the Subscribers, in proportion to the principal amount of
Notes subscribed to by them (i.e. $525,000 for Alpha Capital Aktiengesellschaft
and $225,000 for Stonestreet Limited Partnership) not less than 2,000,000 shares
of Voiceflash Common Stock for issuance upon conversion of the Notes.

         3. Voiceflash further agrees that Voiceflash will comply with the
registration requirements set forth in Section 10.1(iv) of the Subscription
Agreement as to the amount of Common Stock required to be registered in the
Registration Statement on behalf of the Subscribers by filing an amendment to
the Registration Statement, if so required, not later than December 7, 2001.

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         4. In partial consideration of the waiver described herein, Voiceflash
shall issue in the denominations set forth on Schedule A hereto, common stock
purchase warrants in the form annexed hereto as Exhibit B ("Warrants"). The
Warrants shall be deemed issued pursuant to the Subscription Agreement. The
holders of the Warrants are granted all of the rights and benefits including but
not limited to the registration rights and indemnification granted to the
holders of Warrants previously issued pursuant to the Subscription Agreement.

         5. Except as described in this Amendment, all other terms and
conditions of the Subscription Agreements and documents delivered therewith
remain unchanged, unamended and in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment on the
date and at the place indicated below their respective signatures.

                                        VOICEFLASH NETWORKS, INC.


                                        By:_______________________________


                                        ALPHA CAPITAL AKTIENGESELLSCHAFT


                                        By:_______________________________


                                        STONESTREET LIMITED PARTNERSHIP


                                        By:_______________________________


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                            SCHEDULE A TO AMENDMENT 1
                            TO SUBSCRIPTION AGREEMENT


                                         WARRANTS
---------------------------------------- ---------------------------------------
ALPHA CAPITAL AKTIENGESELLSCHAFT          95,000
A Lichtenstein corporation
Pradafant 7, 9490 Furstentums
Vaduz, Lichtenstein
Fax: 011-42-32323196
---------------------------------------- ---------------------------------------
STONESTREET LIMITED PARTNERSHIP           40,000
C/o Canaccord Capital Corporation
320 Bay Street, Suite 1300
Toronto, ON M5H 4A6, Canada
Fax: 416-956-8989
---------------------------------------- ---------------------------------------
GEM STUDIO INC.                           15,000
420 Lexington Avenue
New York, New York 10019
Fax: 212-986-5178
---------------------------------------- ---------------------------------------
TOTAL                                    150,000
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