Exhibit 10.1

                   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  SYSTEMS  CORP.,  a New York
corporation  (the "Company"),  TOTAL IDENTITY CORP., a Florida  corporation (the
"Purchaser")  and ROBERT DAVID, an individual  resident of the State of New York
("David").

                              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,  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.  Section  1.2 of the  Original  Agreement  is hereby  deleted in its
entirety and the following shall be inserted in its place and stead:

                  "Section 1.2 Purchase Price. The purchase price for the Common
         Shares shall be the sum of $700,000 (the  "Purchase  Price"),  of which
         (a) $150,000 has been paid, the receipt of which is hereby acknowledged
         by the Company and David and (b) $75,000 of which shall be allocated as
         a  credit  to the  Purchaser  for its  expenses  in  connection  with a
         financing to benefit the Company.  The $475,000 balance of the Purchase
         Price  shall be paid in five equal  monthly  installments,  each in the
         amount of $95,000,  with the first installment being due and payable on
         March 8, 2004,  and on or before the same day of each month  thereafter
         until the $475,000  balance has been paid. The $475,000  balance of the
         Purchase  Price shall be used by the Company to reduce  trade  payables
         and other  indebtedness of the Company (other than  indebtedness to the
         Purchaser),  and,  thereafter,  for working capital.  The parties agree
         that until such time as the Purchase  Price has been paid in full,  (y)
         for so long as either Dan Cass ("Cass") or Chuck Finzer  ("Finzer") are
         employed by the Company,  all expenditures by the Company shall require
         the dual  signatures of Cass or Finzer,  on the one hand, and the chief
         executive  officer of Purchaser or his designee,  on the other hand and
         (z) Purchaser shall provide David with documentary  proof of the making
         of each installment payment required by this Section, which proof shall
         be deemed  satisfied  by  providing a copy of the deposit  slip or wire
         transfer to the Company's account."

         2. The representations  and warranties  contained in Section 2.1 of the
Original  Agreement are hereby  qualified,  as of the date hereof, to the extent
disclosed  on the  Schedule  of  Exceptions  attached  hereto as  Schedule A and
incorporated by reference herein ("Schedule of Exceptions").



<PAGE>

         3. Section  2.1(g) of the Original  Agreement is hereby  deleted in its
entirety and the following shall be inserted in its place and stead:

                  "(g)  Statement of  Liabilities.  The Statement of Liabilities
         attached to this  Agreement  as Schedule B reflects the  categories  of
         liabilities  to which the Company  was subject as of October 31,  2003.
         There are no  categories  of  liabilities  of the Company,  absolute or
         contingent,  incurred prior to October 13, 2003, except as set forth on
         the  Statement  of  Liabilities.  The Company and David  represent  and
         warrant to the  Purchaser  that there were no  asserted  or  threatened
         customer  warranty claims and/or product  liability  claims against the
         Company as of October 13, 2003."

         4. Section  2.2(e) of the Original  Agreement is hereby  deleted in its
entirety and the following shall be inserted in its place and stead:

                  "(e) Information.  The Purchaser acknowledges that it has been
         furnished  with all materials  relating to the  business,  finances and
         operations  of the  Company  that have  been  requested  and  materials
         relating  to the offer and sale of the  Common  Shares  which have been
         requested by the Purchaser.  Further,  the Purchaser has, since October
         13, 2003, the date of the Original  Agreement,  assumed  responsibility
         for the day-to-day  operations and finances of the Company.  Therefore,
         Purchaser  acknowledges that it has not relied upon any representations
         and warranties other than those contained in the Original Agreement, as
         amended by Amendment  No. 1 to the Original  Agreement.  The  Purchaser
         understands  that its  purchase  of the Common  Shares  involves a high
         degree of risk. The Purchaser has obtained such  accounting,  legal and
         tax  advice  as  it  has  considered  necessary  to  make  an  informed
         investment  decision  with  respect  to its  acquisition  of the Common
         Shares."

         5. Section  3.2(h) of the Original  Agreement is hereby  deleted in its
entirety  and,  upon  execution of this  Agreement,  David shall  deliver to the
Company a Bill of Sale conveying to the Company good and marketable title to the
equipment  described on the Schedule of Equipment attached hereto as Schedule C,
free and clear of all  liens,  charges,  encumbrances  and  security  interests,
subject however to the security  interest of M&T Bank; and, as consideration for
the  delivery  of such Bill of Sale,  the  Company  hereby  assumes  the payment
obligation to M&T Bank for such equipment to the extent of $178,000.

         6. Section  6.1(a) of the Original  Agreement is hereby  deleted in its
entirety and the following is inserted in its place and stead:

                  "Section  6.1  Indemnification  by the Company and David.  The
         Company and David, jointly and severally, hereby indemnify and hold the
         Purchaser  harmless  from  and  against  any and all  damages,  losses,
         liabilities,  obligations,  costs  or  expenses,  including  reasonable
         attorneys  fees,  incurred by the  Purchaser and arising out of (a) the
         breach of any  representation  or warranty of the Company  and/or David
         hereunder,  after  giving  effect to the  information  disclosed on the
         Schedule  of  Exceptions,  (b) the  Company's  failure to  perform  any
         covenant or obligation required to be performed by it hereunder, and/or
         (c)  categories  of  liabilities  or  obligations  of the  Company  not
         disclosed on the Statement of Liabilities."



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<PAGE>

         7.  Section  6.4 of the  Original  Agreement  is hereby  deleted in its
entirety and the following shall be inserted in its place and stead:

                  "Section 6.4  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."

         8.  Section  7.1 of the  Original  Agreement  is hereby  deleted in its
entirety and the following shall be inserted in its place and stead:

                  "Section 7.1 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
         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.  Section  7.6 of the  Original  Agreement  is hereby  deleted in its
entirety and the following is inserted in its place and stead:



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<PAGE>

                  "Section 7.6 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 Purchaser:

                           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
                           Suite 108
                           2499 Glades Road
                           Boca Raton, Florida 33431
                           Telephone:       (561) 362-9595

                           Attention:       Steven I. Weinberger, Esq.

                  If to the Company:

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

                  With a copy to:

                           Trevett, Lenweaver & Salzer, P.C.
                           2 State Street, Suite 1000
                           Rochester, New York 14614
                           Telephone:       (585) 454-2181
                           Attention:       Kenneth Bersani, Esq.

                  If to David:

                           Robert David
                           3006 East Avenue
                           Rochester, New York 14610

                           Telephone:       (585) 383-0977

                  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.




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<PAGE>

         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  (A) given by the  recipient  of such
         notice,  consent,  waiver or other communication,  or (B) provided by a
         nationally  recognized overnight delivery service,  shall be rebuttable
         evidence of personal  service or receipt from a  nationally  recognized
         overnight delivery service."

         10.  Contemporaneously  herewith  (a) the lease  described  in  Section
3.1(e) of the Original  Agreement is being modified by the parties thereto,  (b)
the Stock Purchase  Agreement  referred to in Sections  3.1(f) and 3.2(e) of the
Original  Agreement,  and the promissory note and pledge  agreement  referred to
therein and executed in connection therewith,  are being modified by the parties
thereto,  (c) the employment agreement with David referred to in Sections 3.1(g)
and 3.2(f) of the Original Agreement is being terminated and the parties thereto
are entering into a consulting agreement (the "David Consulting  Agreement;" and
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 releases,  releasing each other from
all claims and  obligations,  including the Disputed Items,  except as otherwise
provided in this Agreement and the Other Agreements.

         11.  Purchaser  covenants and agrees that on or prior to the end of the
term of the David Consulting  Agreement,  or the earlier termination date of the
David Consulting  Agreement if it is terminated by the Company without cause (as
such term is defined in the David  Consulting  Agreement),  Purchaser shall take
such action as may be  necessary,  to pay,  cause the payment  of,  replace,  or
otherwise   with   respect  to  the   Company's   indebtedness   ("Institutional
Indebtedness") to the US Small Business Administration ("SBA"),  Mercantile Bank
and M&T Bank ("Institutions"),  such that (a) David and Irma David shall have no
further personal  liability for the Company's  indebtedness to such institutions
and (b) any  collateral  pledged by David and/or Irma David solely to secure the
Institutional  Indebtedness shall be released to David and/or Irma David, as the
case may be.

         12. In addition to Purchaser's  obligation  under Section 11, above, in
the event that one or more of the  Institutions  declares  the  Company to be in
default  under  Institutional  Indebtedness  due  to  (a)  consummation  of  the
transactions  contemplated by the Original  Agreement  without the consent of an
Institution or (b) due to any other default by the Company occurring  subsequent
to October 13, 2003, then in either such event, Purchaser shall take such action
as may be necessary,  to pay, cause the payment of,  replace,  or otherwise with
respect  to the  Institutional  Indebtedness  such that (y) David  shall have no
further personal liability for the Company's indebtedness to such Institution(s)
and (z) any collateral  pledged by David and/or Irma David solely to secure such
Institutional  Indebtedness shall be released to David; provided,  however, that
the  Purchaser's  obligations  under Section 12(b) shall not apply to the extent
that an  Institution  alleges a default by the Company  triggered by the acts or
omissions   of   Robert   David,   Irma   David,   RJD   Leasing   Corp.,   2340
Brighton-Henrietta   Corp.   and/or   any   of   their   respective   affiliates
(collectively, the "David Affiliates").



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<PAGE>

         13. Without  intending to limit or qualify  Purchaser's  obligations in
the immediately preceding Sections, Purchaser also covenants and agrees that, in
its capacity as shareholder  of the Company,  it (a) will take such action as is
reasonably  necessary in order to perform its  obligations  under the  preceding
Section, including without limitation, voting its shares of the Company so as to
do so, and (b) will not act in a manner that would prevent or impair the Company
to perform its obligations to the Institutions.

         14. David, on his behalf and on behalf of the David Affiliates,  hereby
covenants and agrees that he and they (a) will take such action as is reasonably
necessary in order to cause each of them to perform their respective obligations
to  the  Institutions,  including  without  limitation,  voting  shares  of  any
corporate  David Affiliate to do so, and (b) will not act in a manner that could
cause the Company to default under any Institutional Indebtedness or prevent the
Company from  performing any of its obligations to the  Institutions;  provided,
however,  that  nothing  herein  contained  shall  require  David  or the  David
Affiliates to amend, waive, release, defer, subordinate or relinquish any rights
set forth in the Original Agreement, as modified by the terms of this Agreement,
the Other  Agreements,  and a certain  Lease and Amended  Lease for the business
premises of the Company executed contemporaneously  herewith, in order to comply
with this Section 14.

         15. Purchaser  shall, to the extent required by the SBA,  guarantee the
Company's obligation to pay 10% of its "pre-tax profits" to the SBA.

         16. 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 6.1(a) and 6.2(b) of the Original Agreement, as the case may be.

         17. It is understood and agreed that David is a party to this Agreement
and the Original  Agreement as well as an intended  beneficiary  thereof and has
the power and standing to seek enforcement of this Agreement and of the Original
Agreement as modified hereby.

         18. 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, Chairman and
                                               Chief Executive Officer

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


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