Exhibit 10.5

                                 LEASE AMENDMENT

         THIS LEASE AMENDMENT AGREEMENT ("Agreement") is made on the 23rd day of
February,  2004,  by and between  2340  TOWNLINE  ROAD  CORPORATION,  a New York
corporation  with  offices  at 3006  East  Avenue,  Rochester,  New  York  14610
("Lessor"), TOTAL IDENTITY SYSTEMS CORP., a New York corporation with offices at
2340  Brighton-Henrietta  Town Line Road, Rochester,  New York 14623 ("Lessee"),
and TOTAL  IDENTITY  CORP., a Florida  corporation  with offices at 11924 Forest
Hill Blvd., Suite 22-204, Wellington, FL 33414 ("Guarantor")

                                    Recitals

         This  Agreement  is made in reference to the  following  which  Lessor,
Lessee and Guarantor acknowledge are true and correct:

         a.       Lessor and Lessee are parties to a Lease dated as of October ,
                  2003 (the  "Lease").  A copy of the Lease is annexed hereto as
                  Exhibit "A."

         b.       Pursuant to Lease, Lessee has leased from Lessor real property
                  commonly  known  as  2340  Brighton-Henrietta  Townline  Road,
                  Brighton, Monroe County, New York (the "Demised Premises").

         c.       The initial term of the Lease expires on October 31, 2013.

         d.       Guarantor has  guaranteed  the payment and  performance of the
                  obligations of Lessee under the Lease.

         e.       Lessor and Lessee wish to amend the Lease as  hereinafter  set
                  forth.

         f.       Guarantor is signing this  Agreement to signify its consent to
                  such  Amendment  and its  agreement to continue to be bound to
                  the terms of its guaranty of the Lease as amended hereby.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration,  and  intending to be legally bound  hereby,  Lessor,  Lessee and
Guarantor hereby covenant and agree as follows:




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<PAGE>

         1. Defined Terms. Unless otherwise expressly defined in this Agreement,
all capitalized terms used in this Agreement shall have the meanings ascribed to
such terms in the Lease.

         2.  Amendment  to Section 1 of Lease.  Section 1 of the Lease is hereby
amended by providing  that the term of the Lease shall  terminate on October 31,
2013. The second  paragraph of Section 1, which grants Lessee an option to renew
for an additional term of five (5) years, is deleted.

         3. Amendment to Sections 39 and 40 of Lease.  Sections 39 and 40 of the
Lease are hereby deleted in their entirety and are replaced by the following new
Section 39:

         39. Option to Purchase

         Provided  that this  Lease  shall be in full  force and effect and that
         Lessee shall not be in default  hereunder beyond any applicable  notice
         and grace periods, Lessee shall have the option to purchase the Demised
         Premises on the following terms and conditions:

         a. If this  option is not duly and timely  exercised  as  provided  for
         herein, it shall cease, determine and expire and be of no further force
         or effect.

         b. This option shall be exercised  exclusively by Lessee giving written
         notice thereof to Lessor, by certified mail, return receipt  requested,
         between  October 1, 2008 and October 31,  2013. A notice given prior to
         October 1, 2008 or after October 31, 2013,  shall not be deemed to be a
         valid exercise of the option.



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                  c. If the option is validly exercised,  the purchase price for
                  the Demised  Premises  shall be the fair  market  value of the
                  Demised  Premises  as of the  date  on  which  the  option  is
                  exercised.  The fair market value shall be determined by three
                  independent real estate appraisers, at least two of whom shall
                  be members in good standing of the Appraisal Institute,  to be
                  engaged and paid for by Lessee.  If the three  appraisers  are
                  unable to agree as to the fair  market  value,  the  purchaser
                  price shall be the average of the  determinations of the three
                  appraisers.

                  d. The  purchase  price shall be paid in full at  closing,  in
                  immediately  available US funds. Payment of the purchase price
                  is guaranteed by the Guarantor.

                  e.  Closing  and  transfer  of title  shall take place  within
                  fifteen (15) days of the  determination of the purchaser price
                  as set forth above.

                  f. Upon the exercise of the option,  Lessor  agrees to furnish
                  and deliver to Lessee's attorney, at least ten (10) days prior
                  to closing,  fully  guaranteed  tax,  title and U.S.  District
                  Court Searches  dated and redated  subsequent  hereto.  Lessor
                  will pay for  continuation  of said  searches to and including
                  the date of transfer of title.

                  g. At  closing,  Lessor  shall  tender to Lessee a bargain and
                  sale deed with lien covenant  conveying a marketable  title in
                  fee simple to the Demised Premises free and clear of all liens
                  and encumbrances, subject to the following:

                  (i)      Any state of facts an accurate  survey and inspection
                           of the premises would disclose.

                  (ii)     Rights of Lessee and any other  parties in possession
                           of the Demised Premises.

                  (iii)    Covenants, easements and restrictions of record.

                  (iv)     The reservations and right of reverter set forth in a
                           deed to Lessor  recorded in the Monroe County Clerk's
                           Office in Liber 8996 of Deeds, page 532.

                  h. Lessor will pay the  transfer tax and for filing the TP-584
                  form.  Lessee shall pay to record the deed, the filing fee for
                  the  equalization  form,  and for all other costs and expenses
                  related to the transfer of title to Lessee.

                  i.  Subsequent  to the date of the  exercise of the option and
                  until the  closing  and  transfer  of title to Lessee,  Lessee
                  shall  continue  to  abide  by all  the  terms  of  the  Lease
                  including, without limitation, the payment of Rent, Additional
                  Rent and all other sums  required to be paid  hereunder.  Rent
                  shall be pro-rated to the date of transfer of title.



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                  j. Should Lessee  exercise this option and then fail to close,
                  Lessee shall

                  immediately vacate the Demised Premises,  failing which Lessor
                  may commence summary  proceedings for eviction against Lessee.
                  Lessee  shall  remain  liable  for Rent and other  damages  as
                  provided  for  in  this  Lease  and  for  Lessor's  reasonable
                  attorney's fees incurred in enforcing this section. Lessor may
                  also pursue any other  rights and  remedies as Lessor may have
                  against Lessee for failure to close.

                  k. The exercise of this option by Lessee shall be deemed to be
                  a waiver by Lessee of any objections  based upon the condition
                  of the Demised  Premises.  Lessee agrees to accept the Demised
                  Premises in its then "AS IS" condition.

         4.  Superceding  Effect;  Other Terms the Same.  The provisions of this
Agreement  shall supercede and prevail over any  inconsistent  provisions of the
Lease. However, all terms and provisions of the Lease which are not inconsistent
herewith, shall remain the same.

         5. Guaranty. For the purpose of continuing its guaranty of the Lease

as modified and amended herein,  Guarantor has separately  signed this Agreement
where indicated below.

         6. Further  Modification  or Amendment.  The Lease, as modified by this
Agreement,  may not be further modified or amended except by a written agreement
signed by both Lessor and Lessee.

         7. Effective  Date. This Agreement shall be effective when it is signed
by Lessor, Lessee and Guarantor.



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         FOR PURPOSES OF BINDING THEMSELVES TO THE FORGING,  Lessor,  Lessee and
Guarantor  have  signed this  Agreement  as of the date and year first set forth
above.

LESSOR:                         2340 TOWNLINE ROAD CORPORATION

                                By: /s/ Robert David
                                    ----------------------------------
                                    name: Robert David
                                    title: President


LESSEE:                         TOTAL IDENTITY SYSTEMS CORP.

                                By: /s/ Philip C. Mistretta
                                    ----------------------------------
                                    name: Philip C. Mistretta
                                    title: President


GUARANTOR:                      TOTAL INDENTITY CORP.

                                By: /s/ Philip C. Mistretta
                                    ----------------------------------
                                    name: Philip C. Mistretta
                                    title: Chairman of the Board



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