Exhibit 10.7

                                ESCROW AGREEMENT

         THIS  AGREEMENT is made this 23rd day of February,  2004 by and between
TOTAL  IDENTITY  CORP.,  a Florida  corporation  ("Shareholder"),  ROBERT  DAVID
("Secured  Party"),  and SHAPIRO,  ROSENBAUM,  LIEBSCHUTZ & NELSON, LLP (`Escrow
Agent").

                                    RECITALS

         This Agreement is made in reference to the following, which Shareholder
and Secured party warrant and represent to Escrow Agent are true and correct:

         a.       Concurrently  herewith,  Shareholder  and  Secured  Party have
                  entered into an Amended and  Restated  Pledge  Agreement  (the
                  "Amended Pledge Agreement"), a copy of which is annexed hereto
                  as Exhibit "A."

         b.       Pursuant  to  Section  3  of  the  Amended  Pledge  Agreement,
                  Shareholder is required to deliver to Escrow Agent the Pledged
                  Shares  as  defined  in  the  Amended  Pledge  Agreement,  and
                  executed  stock  powers (the "Stock  Powers")  with respect to
                  such Pledged Shares.

         c.       This  Agreement  is made  pursuant to Section 3 of the Amended
                  Pledge   Agreement  for  the  purpose  of   establishing   the
                  obligations  and  liabilities of the Escrow Agent with respect
                  to the Pledged Shares.

         NOW,  THEREFORE,  in consideration of these premises and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  Secured  Party,  Shareholder  and Escrow  Agent  hereby  agree as
follows:

         1. Unless otherwise  expressly  defined in this Agreement,  capitalized
terms used in this Agreement  shall have the meanings  ascribed to such terms in
the Amended Pledge Agreement.

         2. Shareholder and Secured Party do hereby appoint Shapiro,  Rosenbaum,
Liebschutz  & Nelson,  LLP, as the Escrow  Agent for the  purposes  set forth in
Section 3 of the Amended Pledge Agreement. Shareholder and Secured Party may, by
mutual written agreement, designate a different Escrow Agent.

         3.  Shareholder  hereby warrants and represents that, it has heretofore
delivered to Kenneth Bersani, Esq., the Pledged Shares and Stock Powers which it
is so required to deliver  under the terms of the Amended  Pledge  Agreement and
has authorized Mr. Bersani to deliver same to Escrow Agent.

         4. Escrow  Agent signs this  Agreement  to signify  its  agreement  and
consent  to serve as Escrow  Agent and to  acknowledge  receipt  of the  Pledged
Shares and the Stock Powers  required to be delivered by  Shareholder  to Escrow
Agent by under the terms of the Amended Pledge Agreement.


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<PAGE>

         5.  Subject to the  further  terms and  conditions  of this  Agreement,
Shareholder  and  Secured  Party  hereby  authorize  Escrow  Agent to retain the
Pledged  Shares and the Stock Powers until such time as  Shareholder  shall have
fully paid and  performed  the  Obligations  secured  under the  Amended  Pledge
Agreement.

         6.

         a. Upon the occurrence of an Event of Default,  as defined in Section 6
of the Amended Pledge Agreement, the Secured Party may send Escrow Agent written
notice  of the  same.  Said  notice  shall  specify  the  nature of the Event of
Default.  If the nature of the Event of  Default  is limited to a default  under
sub-paragraphs  (iv)  and/or  (v) of said  Section  6,  then the said  Notice of
Default shall  further  specify the  aggregate  unpaid  balances of the Restated
Promissory  Note and the Purchase Price  specified in Corporate  Amendment No. 1
(as those respective terms are defined in the Amended Pledge  Agreement),  which
aggregate  unpaid  balances  shall be deemed the  "numerator"  of a fraction the
denominator of which shall be $875,000 (such fraction hereinafter referred to as
the "Default  percentage").  The product of the Default Percentage multiplied by
the total number of the Pledged Shares shall constitute the "Default Shares."

          b. If the Escrow Agent shall  receive from the Secured Party a written
notice of default in  accordance  with  Section 6 (a),  above,  that an Event of
Default has  occurred,  Escrow Agent shall  forward a copy of such Notice to the
Shareholder. Upon the expiration of ten (10) business days following the date of
the Escrow Agents receipt of such Notice, Escrow Agent shall deliver the Pledged
Shares and Stock Powers,  or such portion thereof as shall represent the Default
Shares in the event that the said notice  specifies only those Events of Default
set forth in  sub-paragraphs  (iv) and (v) of  Section 6 of the  Amended  Pledge
Agreement  to the Secured  Party.  In the event that said Notice  applies to the
Default  Shares only,  then Escrow Agent be and hereby is  authorized to deliver
the Pledged  Shares  and/or the Stock Powers to Total New York's stock  transfer
agent  with  instructions  that new  share  certificates  of  Total  New York be
promptly issued for the Pledged Shares,  one certificate  representing the total
of the  Default  Shares and the other  certificate  representing  the  remaining
balance  of the  Pledged  Shares,  in both cases  registered  in the name of the
Shareholder.  Shareholder does hereby constitute and appoint the Escrow Agent as
its attorney-in-fact,  with full power of substitution,  to act on its behalf in
providing  such  instructions  to Total New York's stock  transfer agent for the
purposes of reissuing certificates for the Default Shares and the balance of the
Pledged Shares. Upon delivery of the Pledged Shares or the Default Shares, as to
case may be,  and Stock  Powers to Secured  Party,  Escrow  Agent  shall be full
released and discharged from its obligations  under this Agreement except to the
extent  that Escrow  Agent  continues  to hld any portion of the Pledged  Shares
hereunder. Upon receipt of such reissued share certificates,  Escrow Agent shall
deliver the Default Shares and Stock Powers to Secured  Party,  and shall retain
the balance of the Pledged Shares.  However,  if,prior to the expiration of said
ten (10)  business  day period and  delivery  of the  Pledged  Shares or Default
Shares and Stock Powers, as the case may be, Shareholder shall deliver to Escrow
Agent written  notice that  Shareholder is contesting the occurrence of an Event
of Default, and/or in the event that the said notice specifies only those Events
of Defaults set forth in sub-paragraphs (iv) and (v) of Section 6 of the Amended
Pledge Agreement,  is contesting the Default  Percentage,  then the Escrow Agent
shall withhold  delivery of such Pledged Shares or Default  Shares,  as the case
may be, and Stock  Powers and may  dispose  of the same in  accordance  with the
provisions of Section 7, below.


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<PAGE>

         c. In the event that the Obligations are satisfied in full, Shareholder
may send the Escrow Agent written notice thereof.  If Escrow Agent shall receive
a Notice from Shareholder that the Obligations  which are secured by the Amended
Pledge Agreement have been satisfied in full,  Escrow Agent shall forward a copy
of such Notice to the Secured Party.  Upon  expiration of ten (10) days business
days  following the Escrow  Agents'  receipt of such Notice,  Escrow Agent shall
deliver the Pledge  Shares and the Stock Powers to the  Shareholder,  upon which
the Escrow Agent shall be fully  released and  discharged  from its  obligations
under  this  Agreement.  However,  if prior to the  expiration  of said ten (10)
business day period and the delivery of the Pledged  Shares to the  Shareholder,
Secured  Party shall  deliver to Escrow  Agent  written  Notice that the Secured
Party is contesting the claim that the Obligations  have been satisfied in full,
then the Escrow Agent shall  withhold  delivery of the Pledged  Shares and Stock
Powers and may dispose of the same in accordance with Section 7, below.

         d.  For the  purposes  of the  enforcement  of the  provisions  of this
Section 6 of this Escrow Agreement, the parties hereto and Total New York hereby
designate  Matthew  Dwyer as the  transfer  agent for the Pledged  Shares.  Said
Transfer  Agent  signs  this  Escrow   Agreement  for  the  limitd  purposes  of
acknowledging receipt of a copy of the same and its agreement to comply with the
provisions  thereof by promptly  reissuing the share certificates as required by
paragraph (b) of Section 6 of this Agreement upon receipt of the Pledged Shares,
Stock Powers and transfer  instruction from the Escrow Agent. The parties hereto
may mutually  agree in a subsequent  writing signed by each of them to designate
and appoint a substitute  Transfer Agent (a "Substitute  Transfer  Agent"),  and
upon  receipt  by the  respective  parties  of a  written  instrument  signed by
Substitute  Transfer  Agent  acknowledging  receipt  of a copy  of  this  Escrow
Agreement and undertaking to be bound by the terms hereof, the previous Transfer
Agent shall be deemed  released and  discharged of any further  duties under the
terms of this Escrow Agreement.

         7. In the event that the Escrow Agent is required to withhold  delivery
of the Pledged Shares and/or Default Shares and Stock Powers pursuant to Section
6, above, Escrow Agent may, at its option, either: (i) deliver the Pledge Shares
and/or  Default  Shares and Stock  Powers to the Clerk of the  Supreme  Court in
Monroe  County,  New York,  whereupon  the Escrow  Agent shall be  released  and
discharged  from all further  liability and  responsibility  with respect to the
Pledged  Shares  and/or  Default  Shares  and  Stock  Powers  and shall be fully
discharged from all obligations  under this Agreement,  or (ii) the Escrow Agent
may continue to withhold  delivery of said Pledged  Shares and/or Default Shares
and Stock Powers until directed to do so by a final and non-appealable  order of
said Court, or by a written direction signed by Shareholder and Secured Party.

         8. Escrow  Agent's  acceptance  of its  appointment  as Escrow Agent is
subject  to the  following  additional  terms and  conditions  each of which are
acceptable to and agreed to by Shareholder and Secured Party:


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<PAGE>

         a.       Escrow  Agent  makes no  representation  or warranty as to the
                  value,  validity  or  enforceability  of  the  Amended  Pledge
                  Agreement or as to the correctness of any statement  contained
                  therein or in Agreement.

         b.       Escrow  Agent may  exercise  its powers and perform its duties
                  under this Agreement  either directly or through its agents or
                  attorneys.

         c.       Escrow Agent shall be entitled to obtain from counsel selected
                  by it with  reasonable  care,  advice  with  respect  to legal
                  matters  pertaining to this  Agreement and the Amended  Pledge
                  Agreement  and  shall  not be  liable  for any  action  taken,
                  omitted to be taken or  suffered  in good faith in  accordance
                  with the advice of such counsel.

         d.       Escrow Agent shall not be required to use its own funds in the
                  performance  of any of its duties or in the exercise of any of
                  its rights or powers hereunder,  and Escrow Agent shall not be
                  obligated  to  take  any  action  which,   in  its  reasonable
                  judgment, would involve any expense or liability unless Escrow
                  Agent shall have been  furnished  security or  indemnity in an
                  amount and in form and substance satisfactory to it.

         e.       Escrow Agent shall be entitled to rely on any notice, consent,
                  certificate,  affidavit, letter, telegram, telecopy, facsimile
                  or teletype  message,  statement,  order,  instrument or other
                  document  believed by it to be genuine and correct and to have
                  been signed or sent by the proper  person or  persons.  Escrow
                  Agent shall deem and treat the Secured  Party as the  absolute
                  owner  of  the  Obligations  secured  by  the  Amended  Pledge
                  Agreement  for  all  purposes  hereof  until  such  time as it
                  receives  actual  notice  of an  assignment  of  such  Secured
                  Party's  interest,  together with the written agreement of the
                  assignee in form and  substance  satisfactory  to Escrow Agent
                  that such  assignee is bound by the Amended  Pledge  Agreement
                  and this  Agreement  as the  "Secured  Party"  thereunder.  If
                  Escrow  Agent  receives  a notice  or any such  assignment  by
                  Secured  Party,  it  shall  forward  a  copy  of the  same  to
                  Shareholder.

         f.       Neither  Escrow  Agent nor any of its  partners,  employees or
                  agents shall be liable in any manner to any Secured  Party for
                  any  action  taken,  omitted to be taken or  suffered  in good
                  faith by it or them hereunder or in connection herewith, or be
                  responsible for the  consequences of any oversight or error of
                  judgment,  expressly  including any liabilities arising out of
                  the mere negligence of Escrow Agent or its partners, employees
                  or  agents,  except  for  any  liabilities  due to  the  gross
                  negligence  or  willful  misconduct  of  Escrow  Agent or such
                  partner, employee or agent.

         g.       Secured  Party  agrees  to  indemnify  Escrow  Agent  from and
                  against any and all liabilities, obligations, losses, damages,
                  penalties,  interests,  actions,  judgments and suits ("Escrow
                  Agent Liabilities") of any kind or nature whatsoever which may
                  be imposed on,  incurred by or asserted  against  Escrow Agent
                  relating to,  growing out of or resulting  from of this Escrow
                  Agreement,  the Amended  Pledge  Agreement  or relating to any
                  action taken or omitted by such Escrow Agent under this Escrow

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<PAGE>

                  Agreement or the Amended Pledge Agreement, expressly including
                  Escrow Agent  Liabilities  arising out of mere  negligence  of
                  Escrow  Agent,  except to the extent  that such  Escrow  Agent
                  Liabilities  result  solely  from  Escrow  Agent's  own  gross
                  negligence  or willful  misconduct as determined by a court of
                  competent  jurisdiction.  The obligations of the Secured Party
                  in this Section  8(g) shall  survive the  termination  of this
                  Escrow  Agreement  and the Amended  Pledge  Agreement  and the
                  discharge  of  any  party's   obligations  under  this  Escrow
                  Agreement,  the Amended Pledge  Agreement and the  Obligations
                  secured thereby.

         h.       The  Secured  Party  agrees to pay  Escrow  Agent a  customary
                  hourly  rate for its  services  rendered  hereunder  as Escrow
                  Agent.  The Secured Party further  agrees to reimburse  Escrow
                  Agent for any  out-of-pocket  costs or  expenses  incurred  by
                  Escrow Agent in  connection  with its duties under this Escrow
                  Agreement   (including,   but  not   limited   to,   fees  and
                  disbursements of counsel and other professionals). The Secured
                  Party  shall pay the costs  and fees of  Escrow  Agent  within
                  thirty days of the  delivery  to the  Secured  Party by Escrow
                  Agent of a statement  showing in  reasonable  detail the costs
                  and fees incurred by Escrow Agent under this Escrow Agreement.


         8. All  notices  required  or  permitted  to be given  pursuant to this
Escrow  Agreement  shall be given by certified mail,  return receipt  requested,
postage prepaid, addressed as follows:

         To Shareholder at:       Total Identity Corp.
                                  2340 Brighton-Henrietta Town Line Road

                                  Rochester, New York 14623

          To Secured Party at:    Robert David
                                  3006 East Avenue
                                  Rochester, New York  14610

          To Escrow Agent:        Shapiro, Rosenbaum, Liebschutz & Nelson, LLP
                                  1100 Crossroads Building
                                  Two State Street
                                  Rochester, New York  14614
                                  Attn: Warren B. Rosenbaum, Esq.

          To Transfer Agent:      Matthew Dwyer
                                  2340 Brighton-Henrietta Town Line Road
                                  Rochester, New York 14623

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<PAGE>

         All such  notices,  requests  and other  communications  will be deemed
given upon  receipt.  Any party from time to time may change its address for the
purpose of notices to that party by giving notice  specifying such change to the
other parties hereto.

         9. This Escrow Agreement may be executed in any number of counterparts,
each of which when so executed and  delivered  shall be an original,  but all of
which shall constitute one and the same instrument. It shall not be necessary in
making  proof of this Escrow  Agreement  to produce or account for more than one
such counterpart.

         10.  Governing  Law.  This Pledge  Agreement  shall be governed by, and
shall be construed  and enforced in  accordance  with,  the internal laws of the
State of New York, without regard to conflicts of laws principles.

         11.  Severability.  If any provision of any of the Pledge  Agreement is
determined to be illegal,  invalid or  unenforceable,  such  provision  shall be
fully  severable  and the  remaining  provisions  shall remain in full force and
effect and shall be construed  without giving effect to the illegal,  invalid or
unenforceable provisions.

         12. No Interpretation  Against Drafter.  This Escrow Agreement has been
entered  into  between  persons  sophisticated  and  knowledgeable  in  business
matters.  Accordingly,  any rule of law or legal  decision  that  would  require
interpretation of this Escrow Agreement against the party that has drafted it is
not applicable and is irrevocably and unconditionally  waived. The provisions of
this Escrow Agreement shall be interpreted in a reasonable  manner to effect the
purposes of the parties and this Escrow Agreement.

         13. Entirety.  This Escrow Agreement represents the entire agreement of
the  parties  hereto  and  thereto,  and  supersede  all  prior  agreements  and
understandings,   oral  or  written,   if  any,  relating  to  the  transactions
contemplated herein and therein.

         14. Survival.  All  representations and warranties of Secured Party and
Shareholder  hereunder  shall  survive the execution and delivery of this Pledge
Agreement and the Secured Party Notes.

         15.   Consent  and  Waiver  of  Conflict   of   Interest.   Shareholder
acknowledges  that Warren B.  Rosenbaum,  Esq., a partner in Escrow  Agent,  has
acted as  counsel  for  Secured  Party in  connection  with the  Amended  Pledge
Agreement,  the Obligations secured thereby and related agreements.  Shareholder
and Secured Party hereby consent to such  representation  by Warren B. Rosenbaum
and waive any  conflict  of  interest  which may arise by virtue of his law firm
serving as Escrow Agent hereunder.  Shareholder further consents and agrees that
in the event of any dispute between  Shareholder and Secured Party pertaining to
this Agreement, the Amended Pledge Agreement, the Obligations secured thereby or
any related agreements, upon deposit of the Pledged Shares and Stock Powers with
the Clerk of the Supreme  Court as provided  for in Section 7, above,  Warren B.
Rosenbaum,  Esq. and the firm of Shapiro,  Rosenbaum,  Liebschutz & Nelson, LLP,
may  represent and continue to represent  Secured Party in connection  with such
dispute and in any  litigation  arising  out such  dispute.  Shareholder  hereby
waives and  relinquishes any claims of  confidentiality  or conflict of interest
arising out of the service by Shapiro,  Rosenbaum,  Liebschutz & Nelson,  LLP as
Escrow Agent hereunder, and agrees that such service shall not be the basis of a
motion  to  disqualify  Shapiro,  Rosenbaum,   Liebschutz  &  Nelson,  LLP  from
representing  Secured Party in any litigation  between  Shareholder  and Secured
Party.

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<PAGE>

         IN WITNESS  WHEREOF,  the  Shareholder,  Secured Party and Escrow Agent
have signed this Agreement as of the date first above written.

SHAREHOLDER:

                                TOTAL IDENTITY CORP., a Florida corporation

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


SECURED PARTY:                  /s/ Robert David
                                -------------------------------------------
                                Robert David

ESCROW AGENT:                   SHAPIRO, ROSENBAUM, LIEBSCHUTZ & NELSON, LLP

                                by: /s/ Warrren B. Rosenbaum
                                    ----------------------------------------
                                name: Warren B. Rosenbaum, Esq.
                                title: Partner


TRANSFER AGENT:                 by: /s/ Matthew Dwyer
                                    ----------------------------------------
                                    name: Matthew Dwyer
                                    title: Transfer Agent


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