Exhibit 10.2

                   AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

         AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT  ("Agreement")  dated as of
February 23, 2004, by and between TOTAL IDENTITY  CORP.,  a Florida  corporation
(the "Buyer") and ROBERT DAVID, an individual  resident of the State of New York
(the "Seller").

                              W I T N E S S E T H:

         WHEREAS,  the  parties  are  all of the  parties  to a  Stock  Purchase
Agreement dated October 13, 2003 (the "Original Agreement"); and

         WHEREAS, in connection with the Original Agreement, the parties thereto
also entered into a pledge  agreement (the "Pledge  Agreement") and a promissory
note (the "Promissory Note") of even date therewith; and

         WHEREAS,  the Buyer, David and Total Identity Systems Corp., a New York
corporation  ("Total New York") are parties to a Stock Purchase  Agreement dated
October 13,  2003 (the  "Corporate  Stock  Purchase  Agreement"),  as amended by
Amendment No. 1 to the Corporate Stock Purchase Agreement of even date herewith,
pursuant to which the Buyer acquired 60% of the issued and outstanding shares of
Total New York (the  Corporate  Stock  Purchase  Agreement,  as  amended,  being
hereinafter  referred to as the "Amended  Corporate Stock Purchase  Agreement");
and

         WHEREAS,  a dispute  has arisen  between  the  parties to the  Original
Agreement  as  to  alleged   breaches,   non-performance,   interpretation   and
indemnification obligations thereunder (the "Disputed Items"); and

         WHEREAS,  the parties desire to settle the Disputed Items and amend the
Original Agreement upon the terms and conditions set forth herein

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

         1. Defined terms not otherwise defined herein shall have the respective
meanings accorded to them in the Original Agreement.

         2.  Section  2 of the  Original  Agreement  is  hereby  deleted  in its
entirety and the following shall be inserted in its place and stead:

                  "2. Purchase Price.

                  (a) Amount.  The purchase  price for the Shares (the "Purchase
         Price") shall be the sum of $500,000.00, payable upon execution of this
         Agreement, as follows:



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                           (i) $400,000  shall be paid by delivery to the Seller
         of the Buyer's  amended and restated  promissory  note in the amount of
         $400,000.00,  in the form attached  hereto as Exhibit A (the " Restated
         Note"); and

                           (ii)  $100,000  shall  be  paid by the  issuance  and
         delivery  to  the  Seller,  upon  execution  of  this  Agreement,  of a
         certificate  evidencing  100,000  shares of the Buyer's  common  stock,
         registered in the name of the Seller (the "Purchase Price Shares").

                  (b) Provisions Relating to the Purchase Price.

                           (i) The  Restated  Note shall  amend and  restate the
                  Promissory  Note delivered by the Buyer in connection with the
                  Original  Agreement.  Simultaneous  with the execution of this
                  Agreement  and delivery of the Restated  Note,  (A) the Seller
                  shall  deliver the original  Promissory  Note to the Buyer and
                  (B) the Promissory Note shall cease to be of any further force
                  or effect.

                           (ii)  Neither  the  Purchase  Price  Shares  nor  the
                  Additional   Shares  (as   hereinafter   defined)   have  been
                  registered  under the  Securities Act of 1933, as amended (the
                  "Securities  Act"),  and  such  securities  may  not be  sold,
                  assigned,  transferred,   pledged  or  otherwise  disposed  of
                  ("Transfer")  absent  registration under the Securities Act or
                  the availability of an applicable exemption therefrom.  In the
                  event that the Company files a  registration  statement  under
                  the  Securities  Act (other than on Form S-4, S-8 or successor
                  forms) seeking to register  shares of its common stock for its
                  account or for the  account of its  shareholders,  the Company
                  agrees to register  those Purchase Price Shares and Additional
                  Shares that have not theretofore  been disposed of by David so
                  as to permit David to publicly resell such shares.

                           (iii)  Notwithstanding  registration  pursuant to the
                  preceding subparagraph,  the Seller agrees not to Transfer the
                  Purchase  Price Shares or the  Additional  Shares prior to the
                  expiration  of one year  from the date  hereof  (the  "Lock Up
                  Period").

                           (iv) The  certificates  evidencing the Purchase Price
                  Shares and the Additional Shares will contain the following or
                  substantially similar legends:

                  "The  shares  evidenced  by this  Certificate  have  not  been
                  registered  under the Securities  Act of 1933, as amended,  or
                  the securities laws of any state ("Securities Laws"), and such
                  shares  may be not be sold,  assigned,  transferred,  pledged,
                  hypothecated  or  otherwise  disposed  of absent  registration
                  under  applicable  Securities  Laws or an  opinion  of counsel
                  reasonably  satisfactory to the issuer that such  registration
                  is not required.


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<PAGE>

                   The shares  evidenced by this  Certificate are subject to the
                   terms  and  conditions  of an  Amended  and  Restated  Pledge
                   Agreement  dated  February 23, 2004,  and certain  agreements
                   executed in  connection  therewith  (the  "Agreements").  The
                   disposition  of these  shares  is  subject  to the  terms and
                   conditions of the Agreements,  copies of which are on file at
                   the offices of the issuer."

                           (vi) In the  event,  upon  expiration  of the term of
         Consulting  Agreement of even date  herewith  between the Buyer and the
         Seller, the closing bid price for the common stock of the Buyer is less
         than $1.00 per share,  then the Buyer  shall pay to the Seller for each
         of the Purchase Price Shares, an amount equal to the difference between
         $1.00 and the closing bid price per share on such date. However, in the
         event  that,  following  expiration  of the Lock Up Period but prior to
         expiration of the term of the Consulting Agreement,  the Buyer's common
         stock  trades at a bid  price of $1.00  per  share or  higher  for five
         consecutive  trading  days,  then the  Buyer's  obligations  under this
         subparagraph  shall  terminate  and  cease  to be of  further  force or
         effect.

                  (c) Additional  Consideration.  As additional consideration to
         the Seller for entering  into this  Agreement,  upon  execution of this
         Agreement,  the  Buyer  shall  issue  and  deliver  to  the  Seller,  a
         certificate  evidencing  an  additional  100,000  shares of the Buyer's
         common  stock,  registered  in the name of the Seller (the  "Additional
         Shares").

                  (d) Representations and Warranties.

                           (i) The Buyer  represents  and warrants to the Seller
         that the Purchase Price Shares and the Additional Shares (collectively,
         the "TIC  Stock")  have  been  duly  authorized,  and when  issued  and
         delivered, subject to execution and delivery of this Agreement, the TIC
         Stock will be validly issued, fully paid and non-assessable.

                           (ii) The Seller  represents and warrants to the Buyer
         that  (A) he is  acquiring  the TIC  Stock  for his  own  account,  for
         investment  purposes and without a view towards  distribution or resale
         except in  accordance  with  applicable  law,  (B) he is an  accredited
         investor  within  the  meaning  of Rule 501 of  Regulation  D under the
         Securities  Act, (C) he has had access to  information  concerning  the
         Company,  including  filings made by the Company  under the  Securities
         Exchange Act of 1934, which are available at the web site of the United
         States  Securities and Exchange  Commission at www.sec.gov,  (D) he has
         such  experience in financial  and business  matters that he is able to
         evaluate  the risks and merits of an  investment  in the Buyer,  (E) he
         understands  that the TIC  Stock  has not  been  registered  under  the
         Securities  Act and that its Transfer is prohibited for a period of one
         year from the date hereof, and (F) he understands that the TIC Stock is
         a  speculative  investment  and,  except as otherwise  provided in this
         Agreement,  there is no  assurance  that the TIC Stock can be sold at a
         profit or at all."



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<PAGE>


         3.  Section  3 of the  Original  Agreement  is  hereby  deleted  in its
entirety and the following shall be inserted in its place and stead:

                  "3.  Security.  In  order to  secure  payment  of the  Buyer's
         obligations  under the  Original  Agreement,  as  amended  hereby,  the
         Amended  Corporate Stock Purchase  Agreement,  the Restated Note, Buyer
         agrees that the Shares,  as well as the shares of common stock of Total
         New York acquired by the Buyer pursuant to the Corporate Stock Purchase
         Agreement (the "Corporate  Shares" and,  together with the Shares,  the
         "Pledged  Shares")  shall be pledged to the Buyer pursuant to the terms
         of an amended and  restated  pledge  agreement in the form of Exhibit B
         hereto (the "Restated Pledge Agreement")."

         4. The  representations  and  warranties  contained in Section 5 of the
Original  Agreement are hereby qualified to the extent disclosed on the Schedule
of Exceptions attached hereto as Schedule A hereto ("Schedule of Exceptions").

         5. Section 5(f) of the Original  Agreement is hereby modified by adding
the  following  to the end  thereof:  "after  giving  effect to the  information
disclosed on the Schedule of Exceptions  attached to the Amended Corporate Stock
Purchase Agreement."

         6.  Section  10(d) of the Original  Agreement is hereby  deleted in its
entirety and the following shall be inserted in its place and stead:

                  "(d)  Limitations.  The  obligations of the parties to provide
         indemnification  under this Agreement shall be subject to the following
         limitations:

                           (a) No claim for indemnification shall be asserted by
         a party  unless  the amount of the claim for which  indemnification  is
         being sought exceeds $10,000; and

                           (b) No claim for  indemnification  may be sought by a
         party after six months from the date hereof."

         7.  Section  11(c) of the Original  Agreement is hereby  deleted in its
entirety and the following shall be inserted in its place and stead:

                  "(c)  Notices.  Any  notices,   consents,   waivers  or  other
         communications  required  or  permitted  to be given under the terms of
         this Agreement must be in writing,  must be delivered by courier,  mail
         or hand  delivery,  and will be  deemed  to have  been  delivered  upon
         receipt. The addresses for such communications shall be:

                  If to the Seller:         Robert David
                                            3006 East Avenue
                                            Rochester, New York 14610
                                            Telephone: (585) 383-0977



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<PAGE>

                  With a copy to:   Shapiro, Rosenbaum, Liebschutz & Nelson, LLP
                                    1100 Crossroads Building
                                    Two State Street
                                    Rochester, New York 14614
                                    Telephone: (585) 232-2282
                                    Attention: Warren B. Rosenbaum, Esq.


                  If to the Buyer:  Total Identity Corp.
                                    2340 Brighton-Henrietta Town Line Road
                                    Rochester, New York 14623
                                    Telephone: (585) 427-9050
                                    Attention: Philip Mistretta

                  With a copy to:   Schneider Weinberger LLP
                                    2499 Glades Road
                                    Suite 108
                                    Boca Raton, Florida 33431
                                    Att: Steven I. Weinberger, Esq.
                                    Telephone: (561) 362-9595


         Each party shall provide  three days prior written  notice to the other
         party of any change in address,  telephone number or facsimile  number.
         Written  confirmation  of receipt  (i) given by the  recipient  of such
         notice, consent,  waiver or other communication,  or (ii) provided by a
         nationally  recognized overnight delivery service,  shall be rebuttable
         evidence of personal  service or receipt from a  nationally  recognized
         overnight delivery service."

         8.  Section  11(e) of the Original  Agreement is hereby  deleted in its
entirety and the following shall be inserted in its place and stead:

                  "(e)  Governing  Law;  Arbitration.  This  agreement  shall be
         governed by and interpreted in accordance with the laws of the state of
         Florida  without regard to the principles of conflict of laws.  Each of
         the  parties  irrevocably  and  unconditionally  agrees  that any suit,
         action or legal proceeding arising out of or relating to this Agreement
         shall be settled by binding  arbitration  conducted in accordance  with
         the  Commercial  Rules  of  Arbitration  of  the  American  Arbitration
         Association  ("AAA"). The arbitration shall take place at such location
         as the AAA determines, and shall be heard by three arbitrators selected
         in accordance with AAA Rules of Commercial Arbitration. The Arbitrators
         shall render a reasoned award and such award shall be signed and dated.
         Any witness  residing  outside of the state in which the arbitration is
         heard may testify by affidavit,  and such affidavit shall be admissible
         at any arbitration  hearing.  The decision of the arbitrators  shall be
         final and binding upon the parties,  and the  arbitration  award may be
         entered in any court of competent jurisdiction.  Initially, each of the


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<PAGE>

         parties  shall pay  one-half  of the fees of the AAA (other than filing
         fees),  including without limitation hearing and arbitrators' fees, and
         the parties'  obligation to pay such fees shall be  enforceable  in any
         court  of  competent  jurisdiction.  The  parties  to  any  arbitration
         hereunder agree to submit for  determination  by the  arbitrators,  the
         amount of fees and expenses,  including reasonable  attorney's fees, to
         be borne by each party."

         9.  Contemporaneously  herewith (a) the parties to the Corporate  Stock
Purchase  Agreement  are  entering  into the Amended  Corporate  Stock  Purchase
Agreement,  (b) the  parties  to the  Pledge  Agreement  are  entering  into the
Restated Pledge  Agreement  referred to in Section 3 of this Agreement,  (c) the
Restated  Promissory Note is being delivered by the Buyer in the place and stead
of  the  Promissory  Note  (the  agreements  and  transactions  referred  to  in
subsections  (a) through (c) of this Section being  collectively  referred to as
the "Other  Agreements"),  and (d) the parties  hereto are entering  into mutual
general  releases,  releasing  each  other  from  all  claims  and  obligations,
including the Disputed Items, except as otherwise provided in this Agreement and
the Other  Agreements.  The Original  Agreement shall be construed so as to give
effect to the Other Agreements.

         10. Each of the parties hereby agrees that its covenants and agreements
under this Agreement shall be within the scope of the indemnification provisions
of Sections 10(a) and 10(b) of the Original Agreement, as the case may be.

         11. Except as modified hereby,  the Original  Agreement shall remain in
full force and effect.



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<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have caused this Stock Purchase
Agreement to be duly executed as of the date and year first above written.

                                       TOTAL IDENTITY CORP., a Florida
                                       corporation

                                       By: /s/ Philip C. Mistretta
                                           ----------------------------------
                                           Philip C. Mistretta, President


                                       TOTAL IDENTITY SYSTEMS CORP., a
                                       New York corporation

                                       By: /s/ Philip C. Mistretta
                                           ----------------------------------
                                           Philip C. Mistretta, Chairm and Chief
                                           Executive Officer

                                       /s/ Robert David
                                       --------------------------------------
                                       Robert David


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