Exhibit 10.6

                              CONSULTING AGREEMENT

         THIS AGREEMENT (the  "Agreement"),  effective as February 23, 2004 (the
"Effective  Date"),  is made by and  between  TOTAL  IDENTITY  CORP.,  a Florida
corporation (the "Company") and ROBERT DAVID (the "Consultant").

                                    RECITALS:

         This Agreement is made in respect to the  following,  which Company and
Consultant acknowledge are true and correct:

         a.       Company has acquired from Consultant,  a controlling  interest
                  in  Total  Identity  Systems  Corp.,  a New  York  corporation
                  ("TISC").

         b.       Consultant has substantial experience, knowledge and expertise
                  in the operation of the business of TISC.

         c.       Company deems Consultant's  availability to provide advice and
                  guidance to Company in connection with the business of TISC to
                  be critical to the Company's success.

         d.       Company desires to secure the availability of Consultant,  and
                  to engage Consultant to assist and consult with Company in the
                  management of the business conducted by TISC, all on the terms
                  and conditions herein set forth.

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

         1.  Engagement.  Subject to Section 3 below, the Company hereby engages
Consultant to render consulting  services and advice to Company,  and Consultant
hereby accepts such engagement,  upon the terms and conditions set forth herein.
Consultant's engagement shall be for a term of thirty-two (32) months commencing
on the  Effective  Date (the "Term").  Consultant  shall perform such duties and
responsibilities with respect to the management and operation of the business of
TISC as may be reasonably requested of him by the Chief Executive Officer of the
Company.  In  particular,  Consultant  shall  assist  in the  transition  to new
management,  in the maintenance  and promotion of harmonious  relations with the
customers of the TISC, and in the location and solicitation of new customers. In
rendering  services  hereunder,  Consultant  shall not be required to maintain a
full time  presence in  Rochester,  New York and shall not be required to devote
his full time and attention to the business of the Company. However,  Consultant
shall  generally be available to the Chief  Executive  Officer of the Company in
person or by telephone or other communication  device between 9:00 a.m. and 2:00
p.m. weekdays.

         2. Compensation.  During the Term, the Company shall pay Consultant the
compensation and other amounts set forth below.



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         2.1.  Consulting  Fee. For the services  rendered and to be rendered by
Consultant hereunder,  Company shall pay Consultant a consulting fee at the rate
of $8,333.33 per month,  for each month during the Term of this  Agreement  (the
"Consulting  Fee").  Said Consulting Fee shall be paid in installments  not less
frequently than monthly. Except as otherwise expressly permitted hereunder,  all
payments to Consultant  shall be made without  prior demand and without  offset,
defense or deduction  of any kind.  The  Consulting  Fee may be increased in the
discretion of the Board of Directors of the Company.

         2.2.  Benefits.  In addition to payment of the Consulting Fee,  Company
shall  receive the following  benefits to be paid for by the Company:  (a) group
health insurance under the existing Blue Cross-Blue Shield health insurance plan
maintained by the Company,  covering  Consultant  and his spouse,  and under any
health insurance plan subsequently adopted by the Company; and (b) reimbursement
for reasonable and necessary  out-of-pocket  expenses  incurred by Consultant in
the  performance of his duties  hereunder  (such expenses shall be reimbursed by
the  Company,  from time to time,  upon  presentation  of  appropriate  receipts
therefore,  provided  such  expenses  are  approved in advance in writing by the
Chief Financial Officer or the Board of Directors).

         3. Termination.

         3.1.  The  Consultant's  engagement  and the  Company's  obligation  to
compensate  Consultant  pursuant to this Agreement  shall be terminated upon the
first to occur of the following events:

              (a) The death of Consultant.

              (b) The Complete Disability of Consultant.  "Complete  Disability"
as used herein shall mean the inability of Consultant, due to illness, accident,
or any other physical or mental incapacity, to perform the services contemplated
by  this  Agreement  for  an  aggregate  of 90  days  within  any  period  of 12
consecutive months during the term hereof.

              (c) The discharge of Consultant by the Company for Cause.  "Cause"
as used herein shall mean:

                   (i) Consultant's conviction of a crime involving illegal drug
use or alcohol abuse by Consultant;

                   (ii)  improper  or  personal  use of the  Company's  property
assets;

                   (iii)  acts  of  fraud,  dishonesty,   malfeasance,  criminal
activity,  wrongful conduct,  breach of fiduciary duty by Consultant against the
Company or its  affiliates,  or in connection with the performance of his duties
hereunder; and/or

                   (iv)  Consultant's  willful failure or refusal to comply with
the  provisions  of  this  Agreement,  or  failure  (including  as a  result  of
Consultant's  illegal drug use or alcohol abuse that does not involve a criminal
conviction) to perform  Consultant's duties and obligations under this Agreement
in any material respect  following written notice of such failure or refusal and
Consultant's failure to cure same within 30 days following  Consultant's receipt
of such notice.



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         4. Related Party Transactions.  So long as Consultant is engaged by the
Company,  he shall not, without the prior written consent of the Company,  cause
or permit the Company,  or any  subsidiary to enter into or effect any agreement
or  transaction,  or provide or receive any service,  between the Company or any
subsidiary on the one hand, and  Consultant or a Related Party (defined  below),
on the other hand, except for the consultant  relationship  contemplated hereby.
In any event, any such  agreements,  transactions or services shall be at prices
and  terms  which are  equal to the  prices  and  terms  available  for  similar
agreements,  transactions  or services with  unrelated  third  parties.  As used
herein,  "Related  Party" means (a) any person  related by blood,  adoption,  or
marriage to Consultant, (b) any director or officer of the Company or any of its
subsidiaries,  (c) any  corporation  or other  entity in which  Consultant  has,
directly or indirectly,  at least 5% beneficial interest in the capital stock or
other type of equity  interest in such  corporation or other entity,  or (d) any
partnership in which Consultant is a general partner or a limited partner having
a 5% or more interest therein.

         5. Treatment and Ownership of Confidential Information.

         5.1  Confidentiality.  The parties hereto  acknowledge  that Consultant
shall  or may be  provided  access  to,  make  use  of,  acquire  and/or  add to
Confidential  Information  (as that  term is  defined  in  Section  5.2  below).
Consultant covenants and agrees that during the Term and at all times thereafter
he shall not, except with the prior written consent of the Company, or except if
he is acting during the Term solely for the benefit of the Company or any of the
affiliates,  at any time,  directly or indirectly,  disclose,  divulge,  report,
transfer or use, for any purposes whatsoever, any such Confidential Information,
including  Confidential  Information  obtained,  used,  acquired or added by, or
disclosed to, Consultant prior to the date of this Agreement. Consultant further
acknowledges that the Confidential Information constitutes valuable, special and
unique assets of the Company.

         5.2 Confidential  Information  Defined. For purposes of this Agreement,
the term "Confidential  Information"  shall mean all of the following  materials
and  information  which  Consultant  receives,  conceives  or  develops  or  has
received,  conceived  or  developed,  in whole or in part,  in  connection  with
Consultant's affiliation with the Company:

                           (a) The  contents  of any  manuals  or other  written
                  materials of the Company or any of its affiliates;

                           (b) The  names  of  actual  or  prospective  clients,
                  customers,  suppliers, or persons, firms, lenders, or persons,
                  firms,  corporations,  or other entities with whom  Consultant
                  may have or has had contact on behalf of the Company or any of
                  its affiliates or to whom any other  Consultant of the Company
                  or any of its affiliates has provided goods or services at any
                  time;

                           (c) The terms of  agreements  between  the Company or
                  any of its affiliates, and any third parties;

                           (d) The contents of actual or prospective customer or
                  client  records,  which  customer and client lists and records
                  shall not only mean one or more of the names and  addresses of
                  the  customers  of the Company or any of its  affiliates,  but
                  shall  also  encompass  any  and  all  information  whatsoever
                  regarding them;



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<PAGE>

                           (e)  Any  data  or  database,  or  other  information
                  compiled by the Company or any of its  affiliates,  including,
                  but without limitation,  information concerning the Company or
                  any of its affiliates, or any business in which the Company or
                  any of its  affiliates  is  engaged or  contemplates  becoming
                  engaged,   any  company  which  the  Company  or  any  of  its
                  affiliates  engages in  business,  any  customer,  prospective
                  customer,  or other  person,  firm or  corporation  to whom or
                  which the Company or any of its  affiliates has provided goods
                  or services or to whom or which any  Consultant of the Company
                  or any of its  affiliates  has  provided  goods or services on
                  behalf  of  the  Company  or any  of  its  affiliates,  or any
                  compilation,  analysis,  evaluation  or report  concerning  or
                  deriving from any data or database, or any other information;

                           (f)  All   policies,   procedures,   strategies   and
                  techniques  regarding  training,  marketing and sales,  either
                  oral or written,  and assorted  lists  containing  information
                  pertaining to lenders, customers and/or prospective customers;
                  and

                           (g) Any other  information,  data,  training methods,
                  formulae,  technology,  business methods, know-how,  show-how,
                  source code, subject code, copyright,  trademarks,  patents or
                  knowledge of a confidential  or proprietary  nature  observed,
                  received,  conceived or developed by  Consultant in connection
                  with Consultant's affiliation with the Company.

         5.3  Exclusions.   Excluded  from  the  Confidential   Information  and
therefore  not  subject  to  the  provisions  of  this  Agreement  shall  be any
information which (a) is or becomes generally available to the public through no
breach or fault of  Consultant;  provided that this  exception  shall apply only
from and  after  the date the  information  became  generally  available  to the
public, and (b) Consultant can establish by Consultant's  written records was in
Consultant's  possession  at the  time of  disclosure  and  was  not  previously
acquired  directly or indirectly from the Company,  provided that this exception
shall apply only from and after the date that the  information  is  disclosed to
Consultant  by a  third  party  or  was  in  Consultant's  possession.  Specific
Confidential  Information  shall  not  be  deemed  to be  within  the  foregoing
exceptions merely because it is embraced by, or contained or referenced in, more
general  information  in the public  domain.  Additionally,  any  combination of
features  shall  not be  deemed to be within  the  foregoing  exceptions  merely
because  individual  features are in the public domain. If Consultant intends to
avail himself of any of the foregoing  exceptions,  Consultant  shall notify the
Company in  writing of his  intention  to do so and the basis for  claiming  the
exception.

         5.4 Ownership.  Consultant  covenants and agrees that all right,  title
and  interest  in any  Confidential  Information  shall be and shall  remain the
exclusive  property  of the  Company  and its  affiliates,  as the  case may be.
Consultant   agrees  to  promptly  disclose  to  the  Company  all  Confidential
Information  hereafter  developed in whole or in part by  Consultant  within the
scope of this  Agreement and to assign to the Company or any of the  affiliates,
as the Company  determines in its sole discretion,  any right, title or interest
Consultant may have in such Confidential Information.

         6. Inventions.



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         6.1  Consultant  agrees  to  promptly  inform  and to  disclose  to the
Company, in writing, all inventions, concepts, developments,  procedures, ideas,
innovations, systems, programs, techniques, processes, information, discoveries,
improvements  and  modifications  and  related  documentations,  other  works of
authorship  and the like  (collectively  the  "Inventions"),  which,  during the
course of  Consultant's  employment  with the Company,  Consultant  has created,
made,  conceived,  written  either alone or with others,  while in the Company's
employ, or while performing services for the Company or its affiliates,  whether
or not during working hours,  and at all times  thereafter,  whether or not such
Inventions are patentable, subject to copyright protection or susceptible to any
other form of protection which (a) related to the actual business or research of
development  of the  Company  or its  affiliates;  or (b)  was  suggested  by or
resulted  from any task assigned or to be assigned to Consultant or performed by
Consultant for or on behalf of the Company or any of its affiliates. In the case
of any "other works of authorship",  such  assignment  shall be limited to those
works of  authorship  meeting  both  conditions  (a) and (b)  above.  Consultant
further  acknowledges  and agrees that all copyright and any other  intellectual
property  right in  Inventions  and  related  documentation,  and other works of
authorship,  created within the scope of Consultant's employment, are "works for
hire" and are the property of the Company or its affiliates, as the case may be.

         6.2 In connection  with any of the Inventions  assigned by Section 6.1,
Consultant  shall,  on  the  Company's  request,  promptly  execute  a  specific
assignment  of  title to the  Company  or its  designee,  and do  anything  else
reasonably  necessary to enable the Company or such designee to secure a patent,
copyright or other form of protection therefor in the United States and in other
countries.

         6.3 Consultant further acknowledges and agrees that the Company and its
affiliates,  licensees,  successors  or  assigns  (direct or  indirect)  are not
required to designate  Consultant as an author of any Invention which is subject
to Section 6.1, when it is distributed,  publicly or otherwise,  or to secure my
permission to change or otherwise alter its integrity.  Consultant hereby waives
and  releases,  to the  extent  permitted  by  law,  all  rights  in and to such
designation and any rights that Consultant may have concerning  modifications of
such Inventions.

         6.4  Consultant  understands  that any rights,  waivers,  releases  and
assignments  herein granted and made by Consultant are freely  assignable by the
Company and are for the benefit of the  Company and its  affiliates,  licensees,
successors and assigns.

         6.5 Consultant  affirms that  Consultant has not disclosed and will not
disclose to anyone  outside of the Company and its  affiliates,  or has used, or
will use, any Confidential  Information or material  received in confidence from
third parties, such as customers, by the Company or any of its affiliates, other
than as  permitted  by a written  agreement  between  the  Company and the third
party.

       6.6 Consultant irrevocably appoints any Company-selected  designee to act
as his  agent and  attorney-in-fact  to  perform  all acts  necessary  to obtain
patents  and/or  copyrights  as required by this  Agreement  if  Consultant  (a)
refuses to perform those acts or (b) is  unavailable,  within the meaning of the
United States Patent and Copyright Laws. It is expressly  intended by Consultant
that the foregoing power of attorney is coupled with an interest.



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         6.7 Consultant shall keep complete,  accurate and authentic information
and records on all Inventions in the manner and form reasonably requested by the
Company.  Such  information and records,  and all copies  thereof,  shall be the
property  of the  Company  as to any  Inventions  within  the  meaning  of  this
Agreement.  In  addition,  Consultant  agrees  to  promptly  surrender  all such
original  and  copies of such  information  and  records  at the  request of the
Company.

         7. Restrictive Covenants.

         7.1  Acknowledgments.  Consultant agrees and acknowledges that in order
to protect  the value of the  Company  and its  business,  it is  necessary  and
appropriate that Consultant undertake not to utilize the special knowledge about
the business of the Company that  Consultant has acquired or may acquire and the
relationships with the Company's customers, suppliers and Consultants to compete
with the Company. Consultant further acknowledges that:

         (a)      Consultant  is one of a  limited  number of  persons  who will
                  assist in developing the business of the Company;

         (b)      Consultant will occupy a position of trust and confidence with
                  the Company during the course of Consultant's engagement under
                  this  Agreement and Consultant has and will continue to become
                  familiar with the proprietary and Confidential  Information of
                  the Company and its affiliates;

         (c)      The agreements  and covenants  contained in this Section 7 are
                  essential  to protect  the  Company  and the  goodwill  of its
                  business  and  are  an  express  condition  precedent  to  the
                  willingness of the Company to sign this Agreement;

         (d)      The Company would be irreparably damaged if Consultant were to
                  provide  services to any person or entity in  violation of the
                  provisions of this Agreement;

         (e)      The scope and  duration of the  provisions  of this Section 7,
                  and  the  provisions  of  Sections  5 and  6,  are  reasonably
                  designed to protect a valuable interest of the Company and are
                  not excessive in light of the circumstances; and

         (f)      Consultant has a means to support  Consultant and Consultant's
                  dependents,  if any,  other than  engaging  in the  activities
                  prohibited by this Section 7.

         7.2  Non-Compete.  Consultant  hereby  agrees  that  during the term of
Consultant's  engagement  by the  Company  and  for  the  Post-Term  Period  (as
hereinafter  defined)  identified below (the  "Non-Compete  Period"),  except on
behalf of the Company in accordance with this Agreement,  Consultant  shall not,
directly or indirectly, as consultant, agent, employee,  stockholder,  director,
partner or in any other individual or  representative  capacity,  own,  operate,
manage,  control, engage in, invest in or participate in any manner in, act as a
consultant or advisor to, render services for (alone or in association  with any
person,  firm,  corporation or entity), or otherwise assist any person or entity
that engages in or owns,  invests in, operates,  manages or controls any venture
or enterprise  that directly or indirectly  engages or proposes to engage in the
business now or hereafter conducted by the Company anywhere within the Rochester
and  Buffalo,  New  York  Metropolitan  areas  (collectively  the  "Territory");
provided  however,  that nothing  contained herein shall be construed to prevent
the Consultant from (a) investing in stock or other  securities of any public or


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private  enterprise  provided  that  such  investment  does not  require  active
participation  by the  Consultant  and such  enterprise  does not  engage in any
activity competitive with the business now or hereafter conducted by the Company
("Permitted  Investments"),  or (b)  attending to such  charitable  and/or civic
activities  as  are  deemed  appropriate  by  Consultant;   provided  that  such
activities shall not detract from Consultant's duties and obligations under this
Agreement.  For purposes of this Section 7.2, the Post-Term Period shall be five
years.

         7.3 Non-Solicitation. Without limiting the generality of the provisions
of Section 7.2 above,  Consultant  hereby agrees that for a period commencing on
the date of this Agreement and ending upon expiration of the Non-Compete Period,
except on behalf of the Company in accordance  with this  Agreement,  Consultant
will not, directly or indirectly, as Consultant, agent, consultant, principal or
otherwise,  (a)  solicit  any  business  from or in any way  transact or seek to
transact  any  business  with  or  otherwise  seek to  influence  or  alter  the
relationship  between  the Company or any of its  affiliates  with any person or
entity to whom the Company or any of its  affiliates  provided  business-related
services (i) at any time during the one year period  preceding  the  Termination
Date or (ii) if there has been no Termination  Date, at any time during the Term
hereof or (b) solicit for  employment  or other  services or  otherwise  seek to
influence or alter the relationship between the Company or any of its affiliates
of  any  person  who  is or  was an  Consultant  of  the  Company  or any of its
affiliates  (x) at any  time  during  the  one (1)  year  period  preceding  the
Termination  Date or (xi) if there  has been no  Termination  Date,  at any time
during the Term hereof.

         7.4 Blue-Pencil.  If any court of competent  jurisdiction  shall at any
time deem the term of this  Agreement or any particular  Non-Compete  Period too
lengthy or the Territory too extensive,  the other  provisions of this Section 7
shall  nevertheless  stand,  the  Non-Compete  Period shall be reduced to be the
longest  period  permissible  by law under the  circumstances  and the Territory
shall be  comprised  of the  largest  territory  permissible  by law  under  the
circumstances. The court in each case shall reduce the Non-Compete Period and/or
Territory to one of permissible duration or size.

         8. Remedies.  Consultant acknowledges and agrees that the covenants set
forth in Section 5, 6 and 7 of this  Agreement are  reasonable and necessary for
the protection of the business interests of the Company and its affiliates, that
irreparable injury will result to the Company if Consultant  breaches any of the
terms of  Sections  5, 6 or 7, and that in the event of  Consultant's  actual or
threatened  breach of any  provisions  of Section 5, 6 or 7, the Company and its
affiliates will have no adequate remedy at law.  Consultant  accordingly  agrees
that in the event of any actual or threatened breach by Consultant of any of the
provisions  of  Section  5, 6 or 7,  the  Company  and its  affiliates  shall be
entitled to seek  injunctive  relief,  specific  performance and other equitable
relief  from any  court  of  competent  jurisdiction  or in  connection  with an
arbitration  pursuant to Section 11.2, without bond and without the necessity of
showing  actual  monetary  damages,  subject to hearing  as soon  thereafter  as
possible. Nothing contained herein shall be construed as prohibiting the Company
and its affiliates  from pursuing any other remedies  available to them for such
breach or  threatened  breach,  including  but not  limited to the  recovery  of
damages.



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         9. Representations and Warranties of Consultant.

         9.1 Consultant represents and warrants to the Company that:

         (a)      He is not and has not been  subject to any  litigation  or any
                  regulatory or administrative  proceeding that could reasonably
                  have an adverse  impact on the ability of Consultant to render
                  services under this Agreement;

         (b)      He is free of known  physical  and  mental  disabilities  that
                  would,  with or without  reasonable  accommodations  create an
                  undue  hardship  for  the  Company  or any of its  affiliates,
                  impair his performance  hereunder and he is fully empowered to
                  enter and perform his obligations under this Agreement;

         (c)      He is under no  restrictive  covenants to any person or entity
                  that will be violated by his entering into and performing this
                  Agreement; and

         (d)      He is not the subject of any event described in Item 401(d)(1)
                  through (4) of  Regulation  S-B [or Item 401(f) of  Regulation
                  S-K, if then  applicable to the Company],  promulgated  by the
                  Securities and Exchange Commission.

         9.2  Consultant  shall  indemnify the Company on demand for and against
any and all judgments,  losses, claims,  damages,  expenses and costs (including
without  limitation  all legal  fees and costs,  even if  incident  to  appeals)
incurred or suffered by the Company as a result of any breach by  Consultant  of
any of these representations and warranties.

         10. Successors. This Agreement is personal to Consultant and may not be
assigned by  Consultant.  This Agreement is not assignable by the Company except
in connection with the sale of all or substantially  all of the Company's assets
or stock or upon a merger or any similar transaction.  Subject to the foregoing,
this Agreement shall inure to the benefit of and be binding upon the Company and
its successors and assigns.

         11. Miscellaneous.

             11.1  Modification  and  Waiver.  Any  term  or  condition  of this
Agreement  may be waived at any time by the party hereto that is entitled to the
benefit thereof; provided, however, that any such waiver shall be in writing and
signed  by the  waiving  party,  and no such  waiver of any  breach  or  default
hereunder  is to be implied  from the  omission  of the other  party to take any
action on account thereof.  A waiver on one occasion shall not be deemed to be a
waiver of the same or of any other breach on a future  occasion.  This Agreement
may be modified or amended only by a writing signed by both parties hereto.

             11.2 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


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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.

         11.3 Tax Withholding. The Company may withhold from any amounts payable
under this Agreement such taxes as shall be required to be withheld  pursuant to
any applicable law or regulation.

         11.4 Section  Captions.  Section and other  captions  contained in this
Agreement  are  for  reference  purposes  only  and  are in no way  intended  to
describe,  interpret,  define  or limit  the  scope,  extent  or  intent of this
Agreement or any provision hereof.

         11.5 Severability.  Every provision of this Agreement is intended to be
severable.  If any term or provision hereof is illegal or invalid for any reason
whatsoever,  such illegality or invalidity  shall not affect the validity of the
remainder of this Agreement.

         11.6  Integrated  Agreement.  This  Agreement  constitutes  the  entire
understanding and agreement among the parties hereto with respect to the subject
matter hereof,  and supersedes any other employment  agreements  executed before
the  date  hereof.  There  are  no  agreements,  understandings,   restrictions,
representations,  or  warranties  among the  parties  other than those set forth
herein or herein provided for.

         11.7   Interpretation.   No  provision  of  this  Agreement  is  to  be
interpreted  for or against any party  because that party or that party's  legal
representative drafted such provision. For purposes of this Agreement, "herein,"
"hereby," "hereunder,"  "herewith," "hereafter," and "hereinafter" refer to this
Agreement in its entirety, and not to any particular section or subsection. This
Agreement may be executed in any number of counterparts,  each of which shall be
deemed  an  original,  and all of  which  shall  constitute  one  and  the  same
instrument.

         11.8 Notices. All notices,  requests,  demands, or other communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given upon receipt if  delivered  in person or by Federal  Express (or
similar overnight courier service) to the parties at the following addresses:

                 If to Consultant:  Robert David
                                    3006 East Avenue
                                    Rochester, New York 14610

                 If to the Company: 2340 Brighton-Henrietta Town Line Road
                                    Rochester, New York  14623



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<PAGE>

Any party may change the address to which  notices,  requests,  demands or other
communications  to such  party  shall be  delivered  or mailed by giving  notice
thereof to the other parties hereto in the manner  provided  herein.  Any notice
may be given on behalf of a party by its counsel.

         11.9 No Jury  Trial.  THE PARTIES  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY  PROCEEDING  BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION  WITH
THIS  AGREEMENT  AND ANY  DOCUMENT  CONTEMPLATED  TO BE EXECUTED IN  CONJUNCTION
HEREWITH,  OR ANY COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS  (WHETHER
VERBAL OR  WRITTEN)  OR  ACTIONS  OF ANY  PARTY.  THIS  PROVISION  IS A MATERIAL
INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.

         11.10  Effective   Date/Superceding  Effect.  This  Agreement  is  made
concurrently with a certain Amendment No. 1 to Stock Purchase  Agreement between
Company and Consultant.  Upon the Effective Date, this Agreement shall supercede
an Employment  Agreement  between  Company and  Consultant  made effective as of
October 13, 2003, and neither the Company nor Consultant  shall have any further
rights or obligations under said Employment Agreement.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the Effective Date.


                                        COMPANY:

                                        TOTAL IDENTITY CORP.

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

                                        CONSULTANT:

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

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