Exhibit 10.3

  PROMISSORY
NOTE








	$35,000	
       Murray, Utah

	 	
       March 7, 2005

	 	 



 

Grant
Life Sciences, Inc., a Nevada corporation (the "Maker"), for value received,
hereby promises to pay to AccuDx Corporation, a California corporation, or
registered assigns (the "Holder"), the principal sum of Thirty Five Thousand
Dollars ($35,000) Dollars in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts. Maker further promises to pay interest on the unpaid
principal balance hereof at the rate of six percent (6%) per annum, principal
and interest on the outstanding balance to be paid in eight quarterly
installments commencing three months from the date on which this Note is dated.
Interest shall be calculated on the basis of a 360-day year and actual days
elapsed. In no event shall the interest charged hereunder exceed the maximum
permitted under the laws of the State of Utah.




This Note
can be prepaid in whole or in part at any time without the consent of the Holder
provided that Maker shall pay all accrued interest on the principal so prepaid
to date of such prepayment.




The
entire unpaid principal balance of this Note and interest accrued with respect
thereto shall be immediately due and payable upon the occurrence of any of the
following (each, an "Event of Default"):




a.
Application for, or consent to, the appointment of a receiver, trustee or
liquidator for Maker or of its property;




b.
Admission in writing of the Maker's inability to pay its debts as they
mature;




c.
General assignment by the Maker for the benefit of creditors;




d. Filing
by the Maker of a voluntary petition in bankruptcy or a petition or an answer
seeking reorganization, or an arrangement with creditors; or




e.
Entering against the Maker of a court order approving a petition filed against
it under the federal bankruptcy laws, which order shall not have been vacated or
set aside or otherwise terminated within 60 days.




f. Default
in the payment of the principal or accrued interest on this Note, within five
(5) calendar days of the date the same shall become due and payable, whether by
acceleration or otherwise;










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g. Default
in any covenant or obligation of Maker in favor of Holder arising pursuant to
the agreement between Maker and Holder dated as of the date of this
Note.




All
rights and remedies available to the Holder pursuant to the provisions of
applicable law and otherwise are cumulative, not exclusive and enforceable
alternatively, successively and/or concurrently after default by Maker pursuant
to the provisions of this Note.




The Maker
waives demand, presentment, protest and notice of any kind and consents to the
extension of time of payments, the release, surrender or substitution of any and
all security or guarantees for the obligations evidenced hereby or other
indulgence with respect to this Note, all without notice.




This Note
may not be changed, modified or terminated orally, but only by an agreement in
writing, signed by the party to be charged.




In the
event of any litigation with respect to the obligations evidenced by this Note,
the Maker waives the right to a trial by jury and all rights of set-off and
rights to interpose permissive counterclaims and cross-claims. This Note shall
be governed by and construed in accordance with the laws of the State of Utah
and shall be binding upon the successors, endorsees or assigns of the Maker and
inure to the benefit of the Holder, its successors, endorsees and
assigns.




The Maker
hereby irrevocably consents to the jurisdiction of the courts of the State
of Utah. in
connection with any action or proceeding arising out of or relating to this
Note. If any term or provision of this Note shall be held invalid, illegal or
unenforceable, the validity of all other terms and provisions hereof shall in no
way be affected thereby.

 



	 	 	 
	 	GRANT LIFE SCIENCES,
      INC.
	 
 	 
 	 
 
		By:  	/s/ Stan Yakatan
	 	
      

      Stan Yakatan, Chief Executive Officer
	 	











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