Exhibit 10.3

      Patents licensing agreement with Itzhak Tavori dated August 14, 2004

                                    AGREEMENT

           This Agreement is made as of August 14, 2004 by and between

Itzhak Tavori, a citizen of Israel, ID 55723027 from 22 Stern St., Herzelia,
Israel, Fax 09-9554797, ("Tavori"), and

Voice Diary Inc, a Delaware company, EIN 73-1629948, from 200 Robbins Lane,
Jericho NY 11753, USA, Fax 516-937-3906 (the "Company").

WHERAS, Tavori solicited business relationship between the and Natali (the
company for emergency medicine in Israel) Ltd ("Natali") (the "Solicitation");

WHEREAS, Tavori is the inventor and sole owner to several patents for the
invention Portable Vital Signs Monitor (the "Invention"), as described in U.S.
Patent No. 5724025 and EU Patent application Number 97102255.3 (the "Patents");
and

WHEREAS, the Company, is desirous of acquiring rights, title and interest in the
Invention and the Patents and Tavori wishes to sell to the Company rights, title
and interest in the Invention and Patents, under the terms and conditions of
this agreement; and

WHEREAS, the parties want to collaborate in the development of a cellular EKG
device or other products that make use of the Invention or the Patents (the
"Products");

Now therefore the parties agree as follows:

1.    Solicitation fee

      a.    For the solicitation the Company will issue Tavori 180,941 options
            representing 2% of all the issued shares of Class A Common Stock of
            the company as of the date of this agreement, to purchase shares of
            Class A Common Stock of the Company under its 2003 Stock Option Plan
            exercisable under the terms of the Stock Option Agreement to be
            signed concurrently with this agreement. The stock will be issued
            not later then 15 Sep. 2004.

      b.    In addition, the Company will allocate to Tavori 45,235 shares of
            Class A Common Stock of the Company, representing 0.5% of all the
            issued shares of Class A Common Stock of the company as of the date
            of this agreement, at par value, or part there-off for each of the
            first six orders of $500,000 or part there-off that the Company will
            receive from Natali or any other customer above the initial order
            that the Company already have received from Natali.

2.    Non-exclusive license

a.    Tavori hereby grants the Company a world-wide non-exclusive license to
      exploit the Invention and the Patents, to make, have made, use, sell,
      offer for sale, export and import the Products (the "Non-exclusive
      License").

b.    The Non-exclusive License is granted by Tavori to the Company in
      consideration of payments of 3% from the sales of the Products (the
      "Royalties") until the total amount of such payments made by the Company
      to Tavori shall equal $400,000.

3.    Assignment of the Patents, Consideration.

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      a.    Tavori hereby agrees that when the amount of the Royalties paid by
            the Company to Tavori will be equal or greater than $300,000 Tavori
            will irrevocably sell, assign and transfer to the Company all the
            rights, the entire rights, title, and interest in and to the Patents
            and the Invention, including but not limited to, the patent claims,
            the rights to prepare derivative works, all goodwill, the rights to
            assign all the hereby assigned rights, and all other rights (the
            "assignment"), to be held and enjoyed by the Company for its own use
            and for his legal representatives, successors and assigns, to the
            full end of the term for which said Patent is granted, as fully and
            entirely as the same would have been held by Tavori had this
            assignment and sale not been made, and further the Company will be
            granted under the Assignment an exclusive, royalty-free (except as
            provided under 2.d above), worldwide, assignable license (with the
            right to grant sublicenses) to the Invention and Patents, until such
            time that the assignment to the Company becomes effective.

      b.    Tavori shall receive 50% of all monies or assets, in whatever form,
            that the company shall receive resulting from a law suit filed on
            account of the breach of the Patents for which an enforceable
            decision shall be made by a competent court, or from any other
            business opportunity including, but not limited to, sub-licensing,
            sub-contracting, selling of rights, selling of order, or else. Such
            payment shall be made only on account of monies or assets fully
            obtained by the Company.

4.    Position

      If the Company will raise two million dollar or more, in one round or
      more, to finance the development of the Products, then Tavori will become
      the Vice President of the Company. His duties and considerations will be
      formalized in a suitable employment contract between the parties as
      customary in the medical device market. The employment will be for at
      least two years. As part of his employment benefits Tavori will receive
      stock options for 2% of the outstanding shares of the Company, at nominal
      price, vested over two years.

5.    Representations and Warranties of Tavori

      a.    Tavori has the right, power and authority to enter into this
            Agreement.

      b.    Tavori is the exclusive owner of all right, title and interest,
            including all intellectual property rights, in the Invention and the
            Patents. The Invention and Patents are free of any liens, security
            interests, encumbrances or licenses. The Invention and Patents do
            not infringe the rights of any person or entity, as determined by
            the USPTO, EU or PCT application. There are no claims, pending or
            threatened, with respect to Tavori's rights in the Invention and
            Patents.

      c.    This Agreement is valid, binding and enforceable in accordance with
            its terms.

      d.    Tavori is not subject to any agreement, judgment or order
            inconsistent with the terms of this Agreement.

6.    Representations and Warranties of the Company

      a.    The Company has the right, power and authority to enter into this
            Agreement and it obtained all necessary authorizations binding the
            Company to enter into this Agreement.

      b.    The Company holds an order for 2,500 units in aggregate amount of
            $750,000 for a cellular EKG device from Natali and t he Company
            intends to use the Patent and Invention to develop said and similar
            products.

      c.    This Agreement is valid, binding and enforceable in accordance with
            its terms.

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      d.    The Company is not subject to any agreement, judgment or order
            inconsistent with the terms of this Agreement.

7.    Agreement to Perform Necessary Acts The parties agree to perform all and
      any further acts and execute and deliver any document that may be
      reasonably necessary to carry out the provisions of this Agreement.

8.    Entire Agreement This Agreement, contains the entire understanding and
      agreement between the parties hereto with respect to its subject matter
      and supersedes any prior or contemporaneous written or oral agreements,
      representations or warranties, between them, with respect to the subject
      matter hereof.

9.    Cancellation of the Assignment The Assignment shall be cancelled and
      become void in either of the following cases in which case the Patent and
      all rights licensed or assigned hereunder (whether present or future
      rights, whether direct or derivative) in full shall return to Tavori:

      a.    The Company decides to abandon its plan to develop or market the
            Products, or does not perform required activities to promote the
            product.

      b.    In the event of a material breach by the Company of this Agreement
            not remedied within 30 days from receipt of a written notice
            specifying the nature of breach.

      c.    If the Company shall make an assignment of its assets for the
            benefit of its creditors.

      d.    If proceedings are commenced for the Company 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.

      e.    If the Company was liquidated or dissolved.

      f.    If the Company fails to pay agreed considerations at the dates
            stipulated clause 3,4

10.   Amendment This Agreement may be amended only by a writing signed by both
      parties.

11.   Severability If any term, provision, covenant or condition of this
      Agreement, or the application thereof to any person, place or
      circumstance, shall be held by a court of competent jurisdiction to be
      invalid, unenforceable or void, the remainder of this Agreement and such
      term, provision, covenant or condition as applied to other persons, places
      and circumstances shall remain in full force and effect.

12.   Headers Headers used in this agreement shall have no bearing on its
      interpretation.

13.   Governing Law This Agreement shall be construed in accordance with the
      laws of the State of New York.

14.   Notices Notices under this Agreement shall be sufficient if personally
      delivered, or delivered by a major commercial rapid delivery courier
      service, or sent by facsimile, or mailed by certified or registered mail,
      return receipt requested, to a party at its addresses set forth above.

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IN WITNESS WHEREOF, the parties have executed this Agreement

Tavori _________________________

The Company ________________________

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