Exhibit 10.3

                      AMENDED AND RESTATED PROMISSORY NOTE

Principal Sum: $400,000                                 Date:  February 23, 2004

         FOR VALUE RECEIVED,  TOTAL IDENTITY CORP., a Florida  corporation  (the
"Maker")  promises to pay to ROBERT DAVID (the  "Holder"),  at 3006 East Avenue,
Rochester,  New York 14610,  or such address as the Holder may from time to time
designate  in writing to the  Maker,  the  principal  sum of  $400,000.00,  with
interest on the unpaid balance at the rate of 8% per annum.

         This  promissory  note is  issued  in the  place and stead of a certain
promissory  note dated  October 13, 2003 in the  principal  amount of  $800,000,
issued in connection  with a certain Stock Purchase  Agreement dated October 13,
2003 by and between Maker and Holder (the "Stock  Purchase  Agreement");  and is
the amended and restated  promissory  note  referred to Amendment No. 1 to Stock
Purchase Agreement dated February 20, 2004 made between the Maker and the Holder
(the "Amended Stock Purchase  Agreement").  This Note shall be subject to all of
the terms and  conditions of the Stock  Purchase  Agreement,  as modified by the
Amended Stock Purchase  Agreement.  This Note is also secured in accordance with
the terms of an Amended and Restated  Pledge  Agreement of even date herewith by
and between the Maker and the Holder.

         The  principal  amount  of this  Note  shall  be paid  in  eight  equal
quarterly installments,  each in the amount of $50,000, with each installment to
be accompanied by interest on the outstanding  amount of the Note at the rate of
8% per annum.  The  initial  installment  shall be due and payable on January 1,
2005, and on the first day of each calendar quarter  thereafter until the entire
principal  amount of this Note and  accrued  interest  thereon  has been paid in
full.  Prepayment  in any amount is allowed at any time,  and from time to time,
without penalty.

         The following shall constitute "Events of Default" under this Note:

         1.       The  Maker  fails to make any  payment  required  by this Note
                  within 15 days of its due date.

         2.       The Maker becomes insolvent or unable to pay his debts as they
                  mature or makes an assignment for the benefit of creditors, or
                  any  proceeding is instituted by or against the Maker alleging
                  that the Maker is insolvent or unable to pay his debts as they
                  mature,  and  any  such  proceeding,  if  involuntary,  is not
                  dismissed or stayed on appeal or otherwise within 30 days.

         3.       The  entry  of any  judgment  or the  levy  of any  attachment
                  against the Maker or any property of the Maker, which judgment
                  or attachment is not paid or released within 30 days.

         4.       Any transfer by the Maker of any collateral securing this Note
                  or the  transfer by the Maker of all or  substantially  all of
                  its assets except to a company wholly-owned by the Maker.

         5.       The transfer by any guarantor of all or  substantially  all of
                  its assets.

         6.       The making of any  assignment  for the benefit of creditors by
                  the Maker or any guarantor.

         7.       Any  default on the part of Maker under the terms of a certain
                  Stock Purchase  Agreement  dated as of October 13, 2003 by and
                  between Total  Identity  Systems Corp.,  Maker and Holder,  as
                  amended by Amendment No. 1 to Stock Purchase Agreement of even
                  date herewith.



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         8.       Any  default  by Maker  under the terms of the Stock  Purchase
                  Agreement  between  Maker and Holder dated October 13, 2003 as
                  amended by the Amended Stock  Purchase  Agreement of even date
                  herewith.

         9.       Any  default  on the  part of  Maker  under  the  terms of the
                  Amended and Restated Pledge Agreement between Maker and Holder
                  of even date herewith.

         10.      Any  default  by  Total  Identity  Systems  Corp.,  a New York
                  corporation  ("TISC"),  in its  obligation  to pay  "rent," as
                  provided in a certain  Lease dated  October 13,  2003,  by and
                  between TISC and 2340 Townline Road Corporation, as amended by
                  Lease Amendment (the "Lease") of even date herewith;  provided
                  however,  that no event of  default  under  this  subparagraph
                  shall be  deemed  to have  occurred  until  10 days  following
                  TISC's  receipt of written  notice  that it has failed to make
                  two "rent"  payments  under the Lease,  and TISC does not cure
                  such failure within such 10 day period.

         11.      Any default by Shareholder in its obligation to pay consulting
                  fees and/or health benefits to Secured Party, as provided in a
                  certain Consulting  Agreement between  Shareholder and Secured
                  Party of even date herewith;  provided however,  that no event
                  of  default  under this  subparagraph  shall be deemed to have
                  occurred  until 10 days  following  TISC's  receipt of written
                  notice that it has failed to make two  payments of  consulting
                  fees  and/or  health  benefits  to  Secured  Party  under  the
                  Consulting  Agreement,  and TISC  does not cure  such  failure
                  within such 10 day period.

         Time is hereby  declared to be of the essence,  and upon the occurrence
of an Event of Default, the entire unpaid principal amount of this Note together
with accrued but unpaid interest  thereon,  shall at once become due and payable
at the  option of the  Holder  upon  written  notice to the  Maker.  Failure  to
exercise this option shall not  constitute a waiver of the right to exercise the
same in the event of any subsequent default.

         Except as provided in this Note, presentment,  protest,  notice, notice
of dishonor, demand for payment, notice of protest and notice of non-payment are
hereby waived.

         The Maker agrees to pay all of the Holder's  expenses of collecting and
enforcing  this  Note,  and any  guarantee  or  collateral  securing  this Note,
including,  without  limitation,  expenses and reasonable fees of legal counsel,
court costs and the cost of appellate proceedings.

         The  failure or delay by the Holder of this Note in  exercising  any of
his rights  hereunder in any instance  shall not  constitute a waiver thereof in
that or any  other  instance.  The  Holder of this Note may not waive any of its
rights, except in an instrument in writing signed by the Holder.

         This Note may not be  amended  except in a writing  signed by the Maker
and the Holder.

                        TOTAL IDENTITY CORP., a Florida corporation


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


<PAGE>

                                    GUARANTY

         FOR  VALUE  RECEIVED,   Total  Identity   Systems  Corp.,  a  New  York
corporation,  hereby unconditionally  guarantees to Robert David, his successors
and  assigns,  that  all sums due  under  the  foregoing  Amended  and  Restated
Promissory Note dated February 23, 2004, and interest shall be paid in full when
due,  following  the  expiration of all  applicable  grace  periods,  whether by
acceleration  or  otherwise,  in  accordance  with the terms of the same and the
agreements given as security therefor.  The undersigned as part of this guaranty
does hereby further agree as follows:

         (1)  The  guarantor  does  hereby  waive  demand,  protest,  notice  of
non-payment and suit against the maker;

         (2) The  guarantor  shall not be  released  from this  guaranty  by the
extension in time of payment  granted to the maker or by the renewal,  from time
to time, of the said Amended and Restated  Promissory  Note  irrespective of any
change in the  terms and  interest  rate  charged  thereon  and the  payee,  his
successors and assigns,  shall have the full power and authority  without notice
to the undersigned to grant any such extensions,  renewals,  or modifications as
it may deem proper in its sole judgment and discretion;

         (3) The holder of the Amended and Restated Promissory Note shall not be
required to proceed first against the maker or against any  collateral  security
held before resorting to the guarantor for payment;

         (4) The  liability of the guarantor  hereunder  shall not in any way be
affected,  released or exonerated by the release or surrender of all or any part
of the collateral security held for the payment of the obligations;

         (5) The  liability of the guarantor  hereunder  shall not in any way be
affected,  released or  exonerated  by reason of any  bankruptcy  or  insolvency
proceedings by or with respect to Total Identity Corp. or any other guarantor;

         (6)  Diligence  on the part of any holder of the Amended  and  Restated
Promissory  Note in collecting  the same and any defense  arising out of lack of
diligence in enforcing payment thereon is hereby waived by the guarantor;

         (7) This guaranty  shall be  enforceable  by and against the respective
administrators, executors, successors and assigns of the parties hereto;

         (8) This guaranty may not be changed  orally,  but only by an agreement
in writing and signed by the party against whom  enforcement of any such waiver,
change, modification or discharge is sought to be charged;

         (9) In the  event  that  this  agreement  is  placed in the hands of an
attorney for collection or  enforcement,  the guarantor  shall be liable for all
costs incurred, including reasonable attorney's fees.

                        TOTAL IDENTITY SYSTEMS CORP., a New York corporation


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