EXHIBIT 10.11
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                       FIRST AMENDMENT TO LEASE AGREEMENT

         FIRST AMENDMENT TO LEASE AGREEMENT dated July 10, 2002 (the "Lease
Amendment"), by and between B & B Lakeview Realty Corp. (the "Landlord") and
DriverShield Corp. (the "Tenant").

         WHEREAS, the Landlord and the Tenant have heretofore executed and
delivered a Lease dated May 28, 2002 (the "Lease"); and

         WHEREAS, the Landlord and Tenant have felt it necessary to amend
certain terms of the Lease;

         NOW THEREFORE, the Landlord and the Tenant agree as follows:

1.       Section 6 of the Basic Lease Information Rider (the "BLI Rider"). The
         last sentence of Section 6 of the BLI Rider is hereby deleted in it
         entirety and replaced with the following language: Upon the execution
         of this Lease Amendment, the Tenant shall pay the Landlord for any
         costs associated with the Landlord's Work that exceeds the sum of
         $******* (the "Tenant's Portion"), payable as follows: (a) $51,000
         payable to the Landlord and (b) the balance payable into the Escrow
         Account. The parties hereby agree that an escrow account shall be
         established, the escrow agent to be mutually agreed upon between the
         Landlord and the Tenant, for disbursement to the Landlord's contractor
         in the form of progress payments, at the discretion of the Landlord,
         for the contractor's completion of the Landlord's Work (the "Escrow
         Account"). The Tenant shall make additional payments into the Escrow
         Account should the Tenant's Portion exceed the Tenant's initial payment
         into the Escrow Account. Additionally, the Tenant shall be refunded the
         balance in the Escrow Account should the Tenant's Portion be less than
         the Tenant's initial payment.

2.       The Landlord and its shareholders individually (Barry Siegel, Barry J.
         Spiegel and Kenneth J. Friedman) (the "Guarantors"), shall jointly and
         severally guaranty the completion of the Landlord's Work by the
         Landlord's contractor and should the Landlord's Work not be completed
         to the point of Substantial Completion, as defined in the Lease, for
         whatever reason, then the Guarantors will be responsible for completing
         the Landlord's Work as set forth in the Lease at their sole cost and
         expense.


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IN WITHNESS WHEREOF, the parties hereto have executed this Lease Amendment as of
the date written below.

B & B LAKEVIEW REALTY CORP.                 DRIVERSHIELD CORP.

By:                                         By:
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Name:                                       Name:
     ----------------------                      ----------------------

Title:                                      Title:
      ---------------------                       ---------------------

Date:                                       Date:
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BARRY SIEGEL (INDIVIDUALLY,                 BARRY J. SPIEGEL  (INDIVIDUALLY,
LIMITED TO SECTION 2 HEREIN)                LIMITED TO SECTION 2 HEREIN)

By:                                         By:
   ------------------------                    ------------------------

Date:                                       Date:
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KENNETH J. FRIEDMAN        (INDIVIDUALLY, LIMITED TO
                                    SECTION 2 HEREIN)

By:
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Date:
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