Exhibit 10.4

                      AMENDED AND RESTATED PLEDGE AGREEMENT

         THIS  AGREEMENT  is made this 23th day of February  2004 by and between
TOTAL IDENTITY  CORP., a Florida  corporation  ("Shareholder")  and ROBERT DAVID
("Secured Party").

                                    RECITALS

                  A.  Shareholder  and  Secured  Party  entered  into  a  Pledge
         Agreement October 13, 2004 (the "Original Pledge  Agreement")  relating
         to the sale by  Secured  Party to  Shareholder  of shares of the common
         capital stock of Total Identity  Systems Corp., a New York  corporation
         ("Total New York") pursuant to a Stock Purchase Agreement dated of even
         date therewith (the "Stock Purchase Agreement").

                  B.  Shareholder  and  Secured  Party  have  amended  the Stock
         Purchase  Agreement in Amendment No. 1 to Stock  Purchase  Agreement of
         even date herewith ("Amendment No. 1").

                  C. As provided in Amendment No. 1, the promissory  note issued
         by  Shareholder  in favor of  Secured  Party  under the Stock  Purchase
         Agreement  has been  amended and  restated  in an Amended and  Restated
         Promissory Note of even date herewith (the "Restated Promissory Note").

                  D. On October 13,  2003,  Shareholder  acquired  shares of the
         common  capital stock of Total New York from Total New York pursuant to
         a Stock Purchase Agreement (the "Corporate Stock Purchase Agreement").

                  E. Shareholder,  Total New York and Secured Party have amended
         the  Corporate  Stock  Purchase  Agreement in Amendment  No. 1 to Stock
         Purchase Agreement of even date herewith ("Corporate Amendment No. 1").

                  F.  Shareholder  and  Secured  Party  are  entering  into this
         Amended and Restated Pledge Agreement to amend and restate the Original
         Pledge Agreement to confirm to the understandings  reached in Amendment
         No. 1 and Corporate Amendment No. 1.

                  G. On October 13,  2003,  an  affiliate  of Secured  Party and
         Total New York entered into a Lease covering  certain  premises located
         at 2340 Townline Road,  Rochester New York (the  "Lease"),  which Lease
         was amended by Lease Amendment of even date herewith (collectively, the
         "Amended Lease").

                  H. On October 13, 2003, Secured Party and Shareholder  entered
         into an Employment Agreement (the "Employment Agreement"),  and Secured
         Party and Shareholder have entered into a consulting  agreement of even
         date herewith  that,  among other  things,  terminated  the  Employment
         Agreement (the "Consulting Agreement").



<PAGE>

                                    AGREEMENT

         NOW, THEREFORE, Shareholder and Secured Party agree as follows:

         Section 1.  Termination  of Original  Pledge  Agreement.  The  Original
Pledge  Agreement is hereby  terminated  and shall cease to be of any further or
effect and  simultaneously  this Amended and Restated Pledge Agreement shall now
govern the security  interest  being granted by  Shareholder in favor of Secured
Party  under the  Stock  Purchase  Agreement,  as  amended  by  Amendment  No. 1
(collectively referred to as the "Amended Stock Purchase Agreement").

         Section 2.  Pledge and Grant of  Security  Interest.  As  absolute  and
unconditional  security for the payment  promptly when due by Shareholder of its
obligations  under the Restated  Promissory  Note,  the Amended  Stock  Purchase
Agreement,  the  Corporate  Stock  Purchase  Agreement,  as amended by Corporate
Amendment No. 1 (collectively, the Amended Corporate Stock Purchase Agreement"),
the Amended Lease and the Consulting Agreement,  including,  without limitation,
payment of all principal,  interest,  costs of collection  and  attorneys'  fees
(collectively,  the  "Obligations"),  Shareholder  hereby  pledges,  assigns and
transfers to Secured  Party and grants to Secured  Party a security  interest in
and to: (a) all the shares of the common capital stock of Total New York sold to
Shareholder under the Amended Stock Purchase  Agreement (the "Shares");  (b) all
the shares of the  common  capital  stock of Total New York sold to  Shareholder
under the Amended  Corporate Stock Purchase  Agreement (the  "Corporate  Shares"
and,  together  with the  Shares,  the  "Pledged  Shares")  and  (ii) all  share
dividends,   liquidating   dividends,   shares   resulting  from  stock  splits,
reclassifications,   warrants,   options,  non-cash  distributions,   rights  to
subscribe and other rights and  distributions  on or with respect to the Pledged
Shares (other than dividends or other distributions paid in cash, if at the time
of payment  Shareholder is not in default with respect to any of its Obligations
under the Restated Promissory Note) (collectively, the "Collateral").

         Section 3.  Mechanics of Pledge.  All the  Collateral  shall be held in
escrow by Shapiro,  Rosenbaum,  Liebschultz  & Nelson,  LLP,  counsel to Secured
Party (the "Escrow Agent"), pursuant to the terms of an escrow agreement of even
date herewith (the "Escrow  Agreement"),  under which the Escrow Agent will hold
the  Collateral in escrow pending (a) a default under this  Agreement,  in which
event the Collateral  shall be delivered to Secured Party or (b) payment in full
of the  Obligations,  in  which  event  the  Collateral  shall be  delivered  to
Shareholder,  all as provided in the Escrow Agreement.  In furtherance  thereof,
the Escrow  Agent  hereby  acknowledges  receipt of: (i) the stock  certificates
representing the Pledged Shares,  and (ii) executed stock powers with respect to
the Pledged Shares,  endorsed in blank.  Shareholder authorizes Secured Party to
file in the  appropriate  UCC filing  offices UCC-1  financing  statements  with
respect  to  the  security  interest  created  under  this  Agreement,   showing
Shareholder  as Debtor  and  Secured  Party as  secured  party and  executed  by
Shareholder.



                                       2
<PAGE>

         Section 4.  Covenants.  (a) It is the intent of Shareholder and Secured
Party  that  Secured  Party  shall  retain  a  security  interest  in and to the
Collateral and, for so long as the Obligations remain outstanding,  in and to at
least 51% of the issued and outstanding  shares of common capital stock of Total
New York. Accordingly, (i) prior to payment in full of the Obligations under the
Amended Corporate Stock Purchase  Agreement,  Total New York shall not issue any
additional  shares of its capital  stock  without the prior  written  consent of
Secured Party and Shareholder,  and, thereafter (ii) in the event that Total New
York issues  additional  shares of common  capital stock,  or securities  having
voting rights or securities  convertible  into common capital stock of Total New
York, additional securities of Total New York shall be issued to the Shareholder
and pledged  hereunder to the extent  necessary so that Secured  Party retains a
security interest in and to at least 51% of the issued and outstanding shares of
voting  capital  stock of  Total  New York on a fully  diluted  basis.  Any such
additional  shares  shall be deemed  "Collateral"  within  the  meaning  of this
Agreement.

                  (b) At such time,  if any,  as all or a portion of the Pledged
Shares are  delivered  by the Escrow  Agent to  Secured  Party  under the Escrow
Agreement, Shareholder shall deliver to Secured Party (or an agent designated by
Secured Party),  promptly upon request of Secured Party,  such proxies and other
documents  as may be  necessary  to allow  Secured  Party to exercise the voting
power with  respect  to any  Pledged  Shares or other  capital  shares  owned by
Shareholder  included  in the  Collateral.  In the  absence of  delivery  of the
Pledged Shares to Secured Party under the Escrow Agreement, Shareholder shall be
entitled to exercise all voting rights attendant to the Pledged Shares.

         Section 5.  Representations and Warranties of Shareholder.  Shareholder
hereby represents and warrants to Secured Party as follows:

                  (a) Capacity. Shareholder has full legal right and capacity to
         execute,  deliver  and  perform  this  Agreement,  and  this  Agreement
         constitutes a valid and binding obligation of Shareholder,  enforceable
         against Shareholder in accordance with its terms.

                  (b) Ownership of Collateral.  Shareholder is and will continue
         to be the lawful owner of the Pledged Shares, which is and shall at all
         times  remain  free  and  clear  of  all  security  interests,   liens,
         encumbrances,   claims  and  rights  of  others,  except  as  otherwise
         permitted under this Agreement.

                  (c) No Violation.  The execution,  delivery and performance by
         Shareholder of this Agreement does not violate,  conflict with,  result
         in a breach of any  provisions  of,  constitute  a default (or an event
         which,  with or  without  due notice or lapse of time,  or both,  would
         constitute a default) under,  result in the termination of,  accelerate
         the performance  required by, or (except as contemplated hereby) result
         in the creation of any security  interest,  lien, or other  encumbrance
         upon any of the  properties or assets of  Shareholder  under any of the
         terms, conditions or provisions of any note, bond, mortgage, indenture,
         deed of trust,  license,  lease,  agreement or loan  agreement or other
         agreement, instrument or obligation to which Shareholder is a party, or
         by which Shareholder or any of its properties or assets may be bound or
         affected.



                                       3
<PAGE>

                  (d) Creation of Valid Security Interest.  Upon the delivery to
         Secured  Party of the  certificate  or  certificates  representing  the
         Pledged Shares,  accompanied by stock powers endorsed in blank, Secured
         Party  shall have a valid  first  perfected  security  interest  in the
         Pledged Shares, subject to the terms of this Agreement.

         Section 6. Events of Default. (a) The following shall constitute Events
of Default under this Agreement:

                  (i)  Any  default  by  Shareholder  under  the  Amended  Stock
         Purchase Agreement.

                  (ii) Any default by  Shareholder  under the Amended  Corporate
         Stock Purchase Agreement.

                  (iii) Any default by Shareholder under the Restated Note.

                  (iv) Any default by Total  Identity  Systems Corp., a New York
         corporation,  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 of even date herewith.

                  (v)  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.

         Upon the occurrence of an Event of Default, following the expiration of
all  applicable  grace  periods,  Secured Party shall notify the Escrow Agent of
such  occurrence,  and the  provisions  of the  Escrow  Agreement  shall  govern
disposition of the Collateral to Shareholder  and/or Secured Party. In the event
that all or a portion of the  Collateral  is delivered  to Secured  Party by the
Escrow Agent, Secured Party shall thereupon be entitled to retain the Collateral
or shall  have all of the  rights  and  remedies  of a secured  party  under the
Uniform Commercial Code as in effect in the State of Florida and under any other
applicable law, together with all rights and remedies provided in this Agreement
with  respect  to  all  of  the  Collateral  subject  to  this  Agreement.   Any
notification  required by law of intended disposition by Secured Party of any of
the Collateral  shall be deemed  reasonably and properly given if given at least
10 days before such disposition and Secured Party agrees to provide such written
notice of intended  disposition  to  Shareholder.  At any bona fide public sale,
Secured Party shall be free to purchase all or any part of the  Collateral.  Out
of the proceeds of any sale, Secured Party shall be entitled to retain an amount
sufficient  to satisfy  Shareholder's  Obligations  to Secured  Party,  plus the
amount of the  expenses  of the sale and  related  attorneys'  fees  incurred by
Secured Party, and shall pay any balance of such proceeds to Shareholder. In any
Notice of Default sent by the Secured  Party to the Escrow Agent under the terms
of the Escrow  Agreement,  said Notice shall  specify  whether the Secured Party
intends to retain the  Collateral or to sell the  Collateral by bona fide public
or private sale.  In the event Secured Party elects to retain the  Collateral as
set forth in such Notice,  as a condition to retaining the  Collateral,  Secured



                                       4
<PAGE>

Party  shall pay or cause to be paid to  Shareholder,  within  thirty  (30) days
following  the date the  Collateral is released from escrow by the Escrow Agent,
all amounts  theretofore paid by Shareholder to Total New York under the Amended
Corporate  Stock Purchase  Agreement,  and by Shareholder to Secured Party under
the Restated  Promissory  Note,  less the expenses  incurred by Secured Party in
recovering the Collateral  and any related  attorneys'  fees incurred by Secured
Party (the "Shareholder Repayment").  In the event that Shareholder Repayment is
not received by Shareholder  prior to the expiration of the said thirty (30) day
period,  then  retention  of the  Collateral  by Secured  Party  shall not be an
available  remedy to Secured Party,  and Secured Party shall sell the Collateral
at a bona fide public or private sale in accordance  with this Agreement and the
applicable  provisions  of  Article  9 of the  Uniform  Commercial  Code then in
effect.

         (b)  Without  limitation  on  the  rights  provided  to  Secured  Party
hereinabove  set forth,  upon delivery of the Collateral to Secured Party by the
Escrow  Agent,  Secured  Party  may take  from  time to time,  all or any of the
following  actions (and  Shareholder  hereby appoints  Secured Party and Secured
Party's successors and assigns as such Shareholder's true and lawful attorney to
take such actions, irrevocably and with full power of substitution,  in the name
of Shareholder or otherwise):

                  (i) to collect by legal proceedings or otherwise,  receive and
         receipt for all dividends,  interest, principal payments and other sums
         now or hereafter  payable upon or on account of the  Collateral  and to
         endorse  any  checks,   other   instruments  or  orders  in  connection
         therewith;

                  (ii) to enter  into any  extension,  reorganization,  deposit,
         merger,  or  consolidation  agreement,  or any  agreement  in  any  way
         relating to or affecting the Collateral,  and in connection  therewith,
         to deposit or surrender control of such Collateral  thereunder,  accept
         other property in exchange for such  Collateral and do and perform such
         acts and  things as  Secured  Party may deem  proper,  and any money or
         property  received in  exchange  for such  Collateral  shall be held by
         Secured Party pursuant to the provisions of this Agreement;

                  (iii) to vote the Pledged Shares;

                  (iv) make any  compromise  or  settlement  Secured Party deems
         desirable or proper with reference to the Collateral;

                  (v)  to  cause  all  or  any  part  of  the  Collateral  to be
         transferred  to  Secured  Party's  name  or to the  name  of a  nominee
         designated by Secured Party;

                  (vi) to date and  otherwise  complete  to the  extent  Secured
         Party deems  necessary  the undated  stock  powers  delivered  upon the
         signing of this Agreement; and

                  (vii) to file any claims or take any actions or institute  any
         proceedings  which  Secured  Party deems  necessary or advisable in its
         sole and complete discretion and to compromise,  litigate or settle the
         same.



                                       5
<PAGE>

         (c)   Shareholder   acknowledges   that  compliance  with  the  Federal
securities  laws,  applicable blue sky or other state securities laws or similar
laws  analogous in purpose or effect may strictly limit the course of conduct of
Secured  Party if Secured  Party  attempts  to dispose of all or any part of the
Collateral  and may also  limit the  extent to which or the  manner in which any
subsequent  transferee of the Collateral  may dispose of the same.  Accordingly,
SHAREHOLDER AGREES THAT IF ANY COLLATERAL IS SOLD AT ANY PUBLIC OR PRIVATE SALE,
SECURED  PARTY  MAY  ELECT  TO SELL  ONLY  TO A  BUYER  WHO  WILL  GIVE  FURTHER
ASSURANCES,  REASONABLY  SATISFACTORY  IN FORM AND  SUBSTANCE TO SECURED  PARTY,
RESPECTING  COMPLIANCE WITH THE  REQUIREMENTS  OF THE FEDERAL  SECURITIES ACT OF
1933,  AS  AMENDED,  AND A SALE  SUBJECT  TO  SUCH  CONDITION  SHALL  BE  DEEMED
COMMERCIALLY  REASONABLE.  Without limiting the generality of the foregoing, the
provisions of this paragraph would apply if, for example,  Secured Party were to
place all or any part of the Collateral  for private  placement by an investment
banking firm, or if such  investment  banking firm  purchased all or any part of
the Collateral  for its own account,  or if Secured Party placed all or any part
of the Collateral privately with a purchaser or purchasers.

         Section 7. Return of Collateral.  At such time as the Obligations  have
been paid in full,  Secured Party shall join with  Shareholder  in directing the
Escrow Agent to return the Collateral then its possession to Shareholder.

         Section 8. Obligations Not Affected. (a) The obligations of Shareholder
under this  Agreement  shall remain in full force and effect  without regard to,
and shall not be impaired or affected by:

                  (i)  any  amendment,   modification,   addition,   supplement,
         extension,  increase or substitution to or for the Obligations,  or any
         other instrument executed in connection with any of the Obligations, or
         any assignment or transfer thereof;

                  (ii) any exercise,  non-exercise or waiver by Secured Party of
         any  right,  remedy,  power or  privilege  under or in  respect  of the
         Obligations, this Agreement or any instrument executed pursuant to it;

                  (iii) any waiver, consent,  extension,  indulgence,  delay, or
         other action or inaction in respect of, the Obligations, this Agreement
         or any  instrument  executed  pursuant  to  such or any  assignment  or
         transfer thereof;

                  (iv)  the   disposition,   impairment,   release,   surrender,
         substitution,  or  modification  of any other  collateral  securing the
         Obligations  or any failure to perfect a security  interest in any such
         collateral;

                  (v)  any  release  (including  adjudication  or  discharge  in
         bankruptcy)  or  settlement  with any person  primarily or  secondarily
         liable for the Obligations (including,  without limitation,  any maker,
         indorser, guarantor or surety);



                                       6
<PAGE>

                     (vi)  any  delay,  omission,   waiver,  or  forbearance  in
         exercising  any right or power with respect to the  Obligations or this
         Agreement;

                     (vii)  any  defense  arising  from  the  enforceability  or
         validity of the  Obligations or this Agreement or any part thereof,  or
         the genuineness,  enforceability or validity of any agreement  relating
         thereto;

                     (viii) any other act or omission  which might  constitute a
         legal or equitable discharge of Shareholder;

                     (ix)   any    bankruptcy,    insolvency,    reorganization,
         arrangement,  readjustment,  composition,  liquidation, or the like, of
         Shareholder or any other person,  whether or not by notice or knowledge
         of any of the foregoing.

         (b)  Shareholder  hereby  waives all defenses  based on  suretyship  or
impairment of collateral, presentment, protest, demand for payment, any right of
set-off,  notice of dishonor or default,  notice of acceptance of this guaranty,
notice of the incurring of any of the  Obligations  and notice of any other kind
in connection with the Obligations or this Agreement.

         Section 9. Protection of Collateral.  Secured Party may, upon ten days'
prior written notice to Shareholder,  perform, from time to time, at its option,
any act which  Shareholder  has agreed under this Agreement to perform and which
Shareholder  has failed to perform which  Secured Party deems  necessary for the
maintenance,  preservation  or protection of any of the Collateral or of Secured
Party's security interest  therein.  Shareholder  shall,  upon demand,  repay to
Secured Party all moneys  advanced by Secured Party in respect to its Collateral
in  connection  with the  foregoing,  together  with  interest at a rate (or any
maximum lesser rate permitted by applicable law) per annum equal to the interest
rate on the Promissory Note.

         Section  10.  Reasonable  Care.  Secured  Party shall be deemed to have
exercised  reasonable  care  in  the  custody  and  preservation  of  any of the
Collateral  in its  possession  if it takes  such  action  for that  purpose  as
Shareholder  requests in writing with respect to its Collateral,  but failure of
Secured  Party to comply with any such  request  shall not in itself be deemed a
failure to exercise  reasonable  care, and no failure by Secured Party to do any
act with  respect to the  preservation  of any  Collateral  not so  requested by
Shareholder shall be deemed a failure to exercise reasonable care in the custody
and preservation of such Collateral.

         Section  11.  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:

        To Shareholder at: Total Identity Corp.
                           2340 Brighton-Henrietta Town Line Road
                           Rochester, New York 14623
                           Telephone: (585) 427-9050



                                       7
<PAGE>

         With a copy to:        Schneider Weinberger LLP
                                Suite 108
                                2499 Glades Road
                                Boca Raton, Florida 33431

                                Attention:  Steven I. Weinberger, Esq.
                                Telephone: (561) 362-9595

         To Secured Party at:   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
                                Attention:  Warren B. Rosenbaum, Esq.
                                Telephone (585) 232-2282

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.

         Section 12. Remedies Cumulative. No remedy herein conferred is intended
to be exclusive of any other  remedy,  but every such remedy shall be cumulative
and in addition to every other remedy conferred in this Agreement,  or conferred
on Secured  Party by any other  agreement,  instrument  or  security,  or now or
hereafter existing at law or in equity or by statute.

         Section 13.  Successors and Assigns.  This  Agreement  shall be binding
upon and inure to the benefit of the parties and their respective successors and
assigns,  and, without limiting the foregoing,  all rights and powers under this
Agreement or with respect to Secured  Party may be exercised by any successor or
assign of Secured Party.

         Section  14.  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.



                                       8
<PAGE>

         IN WITNESS  WHEREOF,  the parties have signed this  Agreement as of the
date first above written.

                                  "Shareholder"

                                  TOTAL IDENTITY CORP., a Florida corporation



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

                                 "Secured Party"

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



                                       9
<PAGE>

                                   STOCK POWER

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto  ___________________  the  _____________________  (_____)  common shares of
Total  Identity  Systems  Corp.,  a New York  corporation  (the  "Corporation"),
standing  in the name of the  undersigned  on the books of the  corporation  and
represented by Certificate(s) Nos. _______ herewith, and does hereby irrevocably
constitute  and appoint  ___________________  attorney to transfer the shares on
the books of the corporation, with full power of substitution in the premises.



                                     ------------------------------------------
Dated: ____________________          Philip C. Mistretta, as President of Total
                                     Identity Systems Corp., a Florida
                                     corporation