Exhibit 10.5

                                 PROMISSORY NOTE


Principal Sum: $800,000                                 Date:  October 13, 2003

         FOR VALUE RECEIVED,  TOTAL IDENTITY CORP., a Florida  corporation  (the
"Maker") promises to pay to ROBERT DAVID (the "Holder"),  at such address as the
Holder may from time to time  designate in writing to the Maker,  the  Principal
Sum of  $800,000.00,  with interest on the unpaid  balance at the rate of 8% per
annum  ("Interest").  This  is the  promissory  note  referred  to in the  Stock
Purchase  Agreement  dated  October  13,  2003 by and  between the Maker and the
Holder (the "Stock Purchase  Agreement"),  and this Note shall be subject to all
of the terms and conditions of the Stock Purchase  Agreement.  This Note is also
secured in accordance with the terms of a Pledge Agreement of even date herewith
by and between the Maker and the Holder.  The  principal  amount of this Note is
subject to offset as provided in Section 2 of the Stock Purchase Agreement.

         Principal   and  Interest   shall  be  paid  in  ten  equal   quarterly
installments of principal,  with interest on the outstanding  amount of the Note
at the rate of 8% per annum.  The initial  installment  shall be due and payable
six months  following the date of the closing of the Stock  Purchase  Agreement.
Prepayment in any amount is allowed at any time, and from time to time,  without
penalty.

                  For  purposes  of this  Note,  a  default  shall  include  the
following:

         1.       The  Maker  fails to make  payment  within  15 days of its due
                  date.

         2.       The Maker becomes insolvent or unable to pay his debts as they
                  mature or makes an assignment for the benefit of creditors, or
                  any  proceeding is instituted by or against the Maker alleging
                  that the Maker is insolvent or unable to pay his debts as they
                  mature,  and  any  such  proceeding,  if  involuntary,  is not
                  dismissed or stayed on appeal or otherwise within 30 days.

         3.       The  entry  of any  judgment  or the  levy  of any  attachment
                  against the Maker or any property of the Maker, which judgment
                  or attachment is not paid or released within 30 days.

         4.       Any transfer by the Maker of any collateral securing this Note
                  or the  transfer by the Maker of all or  substantially  all of
                  its assets except to a company wholly-owned by the Maker.

         5.       The transfer by any guarantor of all or  substantially  all of
                  its assets.

         6.       The making of any  assignment  for the benefit of creditors by
                  the Maker or any guarantor.

         Time is hereby  declared to be of the essence,  and if a default occurs
under this Note,  then the entire  Principal and accrued  Interest shall at once
become due and  payable at the option of the Holder upon  written  notice to the
Maker.  Failure to exercise  this option  shall not  constitute  a waiver of the
right to exercise the same in the event of any subsequent default.

         Except as provided in this Note, presentment,  protest,  notice, notice
of dishonor, demand for payment, notice of protest and notice of non-payment are
hereby waived.




         The Maker agrees to pay all of the Holder's  expenses of collecting and
enforcing  this  Note,  and any  guarantee  or  collateral  securing  this Note,
including,  without  limitation,  expenses and reasonable fees of legal counsel,
court costs and the cost of appellate proceedings.

         The  failure or delay by the Holder of this Note in  exercising  any of
his rights  hereunder in any instance  shall not  constitute a waiver thereof in
that or any  other  instance.  The  Holder of this Note may not waive any of its
rights, except in an instrument in writing signed by the Holder.

         This Note may not be  amended  except in a writing  signed by the Maker
and the Holder.


                             TOTAL IDENTITY CORP., a Florida corporation


                             By: /S/ RICHARD R. DWYER
                                 ----------------------
                                 Richard R. Dwyer
                                 President






                                    GUARANTY


         Total  Identity   Systems  Corp.,  a  New  York   corporation,   hereby
unconditionally  guarantees the  obligations of Total Identity  Corp., a Florida
corporation,  under the foregoing  Promissory Note dated October 13, 2003 in the
principal amount of $800,000,  issued by Total Identity Corp. in favor of Robert
David.

                            TOTAL IDENTITY SYSTEMS CORP., a New York corporation


                            By: /S/ RICHARD R. DWYER
                                ----------------------
                                Richard R. Dwyer
                                President