EXHIBIT 3.2
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                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                VOICE DIARY INC.

      Voice Diary Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

      DOES HEREBY CERTIFY:

      FIRST: That the Board of Directors of said  corporation,  by the unanimous
consent  of its  members,  filed  with  the  minutes  of the  Board,  adopted  a
resolution  proposing  and declaring  advisable  the following  amendment to the
Certificate of Incorporation of said corporation:

                  RESOLVED, that the Certificate of Incorporation of Voice Diary
                  Inc.  be amended by  changing  the Fourth  Article  thereof so
                  that, as amended, said Article shall be and read as follows:

                  4. (a) The total  number of  shares  of  capital  stock of all
                  classes of the  Corporation  shall have the authority to issue
                  is 20,010,000  shares of Common Stock  ("Common  Stock") which
                  shall be divided into two classes as follows:  (i)  20,000,000
                  shares  of Class A Common  Stock,  par  value  $.01 per  share
                  ("Class A Common  Stock")  and (ii)  10,000  shares of Class B
                  Common  Stock,  par  value  $.01 per  share  ("Class  B Common
                  Stock").

      SECOND:  That  in  lieu  of  a  meeting  and  vote  of  stockholders,  the
stockholders   have  given  unanimous  written  consent  to  said  amendment  in
accordance with the provisions of Section 228 of the General  Corporation Law of
the State of Delaware.

      THIRD:  That the aforesaid  amendment was duly adopted in accordance  with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.

      IN WITNESS  WHEREOF,  said Voice Diary Inc. has caused this certificate to
be signed by Arie Hinkis, its President, this 14th day of May, 2003.

                                          VOICE DIARY INC.

                                          By
                                          -----------------------------------
                                          Arie Hinkis, President and Director