LOCATEPLUS HOLDINGS CORPORATION AND CERTAIN OF ITS SUBSIDIARIES
                            MASTER SECURITY AGREEMENT


To:      Laurus Master Fund, Ltd.
         c/o Ironshore Corporate Services, Ltd.
         P.O. Box 1234 G.T
         Queensgate House
         South Church Street
         Grand Cayman, Cayman Islands

Date: June 17, 2004

To Whom It May Concern:

1. To secure the payment of all Obligations (as hereafter defined), LocatePLUS
Holdings Corporation, a Delaware corporation (the "Company"), each of the other
undersigned parties (other than Laurus Master Fund, Ltd, "Laurus")) and each
other entity that is required to enter into this Master Security Agreement (each
an "Assignor" and, collectively, the "Assignors") hereby assigns and grants to
Laurus a continuing security interest in all of the following property now owned
or at any time hereafter acquired by any Assignor, or in which any Assignor now
has or at any time in the future may acquire any right, title or interest (the
"Collateral"): all cash, cash equivalents, accounts, deposit accounts,
inventory, equipment, goods, documents, instruments (including, without
limitation, promissory notes), contract rights, general intangibles (including,
without limitation, payment intangibles and an absolute right to license on
terms no less favorable than those current in effect among our affiliates),
chattel paper, supporting obligations, investment property (including, without
limitation, all equity interests owned by any Assignor), letter-of-credit
rights, trademarks, trademark applications, tradestyles, patents, patent
applications, copyrights, copyright applications and other intellectual property
in which any Assignor now have or hereafter may acquire any right, title or
interest, all proceeds and products thereof (including, without limitation,
proceeds of insurance) and all additions, accessions and substitutions thereto
or therefore. In the event any Assignor wishes to finance the acquisition in the
ordinary course of business of any hereafter acquired equipment and have
obtained a commitment from a financing source to finance such equipment from an
unrelated third party, Laurus agrees to release its security interest on such
hereafter acquired equipment so financed by such third party financing source.
Except as otherwise defined herein, all capitalized terms used herein shall have
the meaning provided such terms in the Securities Purchase Agreement referred to
below.

2. The term "Obligations" as used herein shall mean and include all debts,
liabilities and obligations owing by each Assignor to Laurus arising under, out
of, or in connection with: (i) that certain Securities Purchase Agreement dated
as of the date hereof by and between the Company and Laurus (the "Securities
Purchase Agreement") and (ii) the Related Agreements referred to in the
Securities Purchase Agreement (the Securities Purchase Agreement and each
Related Agreement, as each may be amended, modified, restated or supplemented
from time to
<PAGE>

time, are collectively referred to herein as the "Documents"), and in connection
with any documents, instruments or agreements relating to or executed in
connection with the Documents or any documents, instruments or agreements
referred to therein or otherwise, and in connection with any other indebtedness,
obligations or liabilities of any Assignor to Laurus, whether now existing or
hereafter arising, direct or indirect, liquidated or unliquidated, absolute or
contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise, in each case, irrespective
of the genuineness, validity, regularity or enforceability of such Obligations,
or of any instrument evidencing any of the Obligations or of any collateral
therefor or of the existence or extent of such collateral, and irrespective of
the allowability, allowance or disallowance of any or all of the Obligations in
any case commenced by or against any Assignor under Title 11, United States
Code, including, without limitation, obligations or indebtedness of each
Assignor for post-petition interest, fees, costs and charges that would have
accrued or been added to the Obligations but for the commencement of such case.

3. Each Assignor hereby jointly and severally represents, warrants and covenants
to Laurus that:

     (a) it is a corporation, partnership or limited liability company, as the
case may be, validly existing, in good standing and organized under the
respective laws of its jurisdiction of organization set forth on Schedule A, and
each Assignor will provide Laurus thirty (30) days' prior written notice of any
change in any of its respective jurisdiction of organization;

     (b) its legal name is as set forth in its respective Certificate of
Incorporation or other organizational document (as applicable) as amended
through the date hereof and as set forth on Schedule A, and it will provide
Laurus thirty (30) days' prior written notice of any change in its legal name;

     (c) its organizational identification number (if applicable) is as set
forth on Schedule A hereto, and it will provide Laurus thirty (30) days' prior
written notice of any change in its organizational identification number;

     (d) it is the lawful owner of the respective Collateral and it has the sole
right to grant a security interest therein and will defend the Collateral
against all claims and demands of all persons and entities;

     (e) it will keep its respective Collateral free and clear of all
attachments, levies, taxes, liens, security interests and encumbrances of every
kind and nature ("Encumbrances"), except (i) Encumbrances set forth on Schedule
B hereto with respect to indebtedness described on Schedule B hereto (ii)
Encumbrances securing the Obligations and (iii) to the extent said Encumbrance
does not secure indebtedness in excess of $50,000 and such Encumbrance is
removed or otherwise released within ten (10) days of the creation thereof;

     (f) it will, at its and the other Assignors joint and several cost and
expense keep the Collateral in good state of repair (ordinary wear and tear
excepted) and will not waste or destroy the same or any part thereof other than
ordinary course discarding of items no longer used or useful in its or such
other Assignors' business;

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<PAGE>

     (g) it will not without Laurus' prior written consent, sell, exchange,
lease or otherwise dispose of the Collateral, whether by sale, lease or
otherwise, except for the sale of inventory in the ordinary course of business
and for the disposition or transfer in the ordinary course of business during
any fiscal year of obsolete and worn-out equipment or equipment no longer
necessary for its ongoing needs, having an aggregate fair market value of not
more than $25,000 and only to the extent that:

          (i) the proceeds of any such disposition are used to acquire
replacement Collateral which is subject to Laurus' first priority perfected
security interest, or are used to repay Obligations or to pay general corporate
expenses; and

          (ii) following the occurrence of an Event of Default which continues
to exist, the proceeds of which are remitted to Laurus to be held as cash
collateral for the Obligations;

     (h) it will insure or cause the Collateral to be insured in Laurus' name
against loss or damage by fire, theft, burglary, pilferage, loss in transit and
such other hazards as Laurus shall specify in amounts and under policies by
insurers reasonably acceptable to Laurus and all premiums thereon shall be paid
by such Assignor and the policies delivered to Laurus. If any such Assignor
fails to do so, Laurus may procure such insurance and the cost thereof shall be
promptly reimbursed by the Assignors, jointly and severally, and shall
constitute Obligations;

     (i) it will at all reasonable times allow Laurus or Laurus' representatives
free access to and the right of inspection of the Collateral;

     (j) it hereby indemnifies and saves Laurus harmless from all loss, costs,
damage, liability and/or expense, including reasonable attorneys' fees, that
Laurus may sustain or incur to enforce payment, performance or fulfillment of
any of the Obligations and/or in the enforcement of this Master Security
Agreement or in the prosecution or defense of any action or proceeding either
against Laurus or any Assignor concerning any matter growing out of or in
connection with this Master Security Agreement, and/or any of the Obligations
and/or any of the Collateral except to the extent caused by Laurus' own gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and nonappealable decision).

4. The occurrence of any of the following events or conditions shall constitute
an "Event of Default" under this Master Security Agreement:

     (a) material breach of any covenant, warranty, representation or statement
made or furnished to Laurus by any Assignor, and if subject to cure, shall not
be cured for a period of fifteen (15) days;

     (b) the loss, theft, substantial damage, destruction, sale or encumbrance
to or of any of the Collateral or the making of any levy, seizure or attachment
thereof or thereon except to the extent:

          (i) such loss is covered by insurance proceeds which are used to
replace the item or repay Laurus; or

                                       3
<PAGE>

          (ii) said levy, seizure or attachment does not secure indebtedness in
excess of $100,000 and such levy, seizure or attachment has not been removed or
otherwise released within ten (10) days of the creation or the assertion
thereof;

     (c) any Assignor shall become insolvent, cease operations, dissolve,
terminate our business existence, make an assignment for the benefit of
creditors, suffer the appointment of a receiver, trustee, liquidator or
custodian of all or any part of Assignors' property;

     (d) any proceedings under any bankruptcy or insolvency law shall be
commenced by or against any Assignor and if commenced against any Assignor shall
not be dismissed within forty-five (45) days;

     (e) the Company shall repudiate, purport to revoke or fail to perform any
or all of its obligations under any Note (after passage of applicable cure
period, if any); or

     (f) an Event of Default shall have occurred under and as defined in any
Document.

5. Upon the occurrence of any Event of Default and at any time thereafter,
Laurus may declare all Obligations immediately due and payable and Laurus shall
have the remedies of a secured party provided in the Uniform Commercial Code as
in effect in the State of New York, this Agreement and other applicable law.
Upon the occurrence of any Event of Default and at any time thereafter, Laurus
will have the right to take possession of the Collateral and to maintain such
possession on any Assignor's premises or to remove the Collateral or any part
thereof to such other premises as Laurus may desire. Upon Laurus' request, each
of the Assignors shall assemble or cause the Collateral to be assembled and make
it available to Laurus at a place designated by Laurus. If any notification of
intended disposition of any Collateral is required by law, such notification, if
mailed, shall be deemed properly and reasonably given if mailed at least ten
(10) days before such disposition, postage prepaid, addressed to any Assignor
either at such Assignor's address shown herein or at any address appearing on
Laurus' records for such Assignor. Any proceeds of any disposition of any of the
Collateral shall be applied by Laurus to the payment of all expenses in
connection with the sale of the Collateral, including reasonable attorneys' fees
and other legal expenses and disbursements and the reasonable expense of
retaking, holding, preparing for sale, selling, and the like, and any balance of
such proceeds may be applied by Laurus toward the payment of the Obligations in
such order of application as Laurus may elect, and each Assignor shall be liable
for any deficiency.

6. If any Assignor defaults in the performance or fulfillment of any of the
terms, conditions, promises, covenants, provisions or warranties on such
Assignor's part to be performed or fulfilled under or pursuant to this Master
Security Agreement, Laurus may, at its option without waiving its right to
enforce this Master Security Agreement according to its terms, immediately or at
any time thereafter and without notice to any Assignor, perform or fulfill the
same or cause the performance or fulfillment of the same for each Assignor's
joint and several account and at each Assignor's joint and several cost and
expense, and the cost and expense thereof (including reasonable attorneys' fees)
shall be added to the Obligations and shall be payable on demand with interest
thereon at the highest rate permitted by law.

                                       4
<PAGE>

7. Each Assignor appoints Laurus, any of Laurus' officers, employees or any
other person or entity whom Laurus may designate as itsattorney, with power to
execute such documents on itsand to supply any omitted information and correct
patent errors in any documents executed by any Assignor or on any Assignor's
behalf; to file financing statements covering the Collateral (and, in connection
with the filing of any such financing statements, describe the Collateral as
"all assets and all personal property, whether now owned and/or hereafter
acquired" (or any substantially similar variation thereof)); after the
occurrence and during the continuance of an Event of Default, to sign our name
on public records to the extent necessary to protect the Collateral and/or
exercise remedies in accordance with the terms of this Master Security
Agreement; and to do all other things Laurus deem necessary to carry out this
Master Security Agreement. Each Assignor hereby ratifies and approves all acts
of the attorney and neither Laurus nor the attorney will be liable for any acts
of commission or omission, nor for any error of judgment or mistake of fact or
law other than gross negligence or willful misconduct (as determined by a court
of competent jurisdiction in a final and non-appealable decision). This power
being coupled with an interest, is irrevocable so long as any Obligations
remains unpaid.

8. No delay or failure on Laurus' part in exercising any right, privilege or
option hereunder shall operate as a waiver of such or of any other right,
privilege, remedy or option, and no waiver whatever shall be valid unless in
writing, signed by Laurus and then only to the extent therein set forth, and no
waiver by Laurus of any default shall operate as a waiver of any other default
or of the same default on a future occasion. Laurus' books and records
containing entries with respect to the Obligations shall be admissible in
evidence in any action or proceeding, and shall constitute prima facie proof
thereof. Laurus shall have the right to enforce any one or more of the remedies
available to Laurus, successively, alternately or concurrently. Each Assignor
agrees to join with Laurus in executing financing statements or other
instruments to the extent required by the Uniform Commercial Code in form
satisfactory to Laurus and in executing such other documents or instruments as
may be required or deemed necessary by Laurus for purposes of affecting or
continuing Laurus' security interest in the Collateral.

9. This Master Security Agreement shall be governed by and construed in
accordance with the laws of the State of New York and cannot be terminated
orally. All of the rights, remedies, options, privileges and elections given to
Laurus hereunder shall inure to the benefit of Laurus' successors and assigns.
The term "Laurus" as herein used shall include Laurus, any parent of Laurus',
any of Laurus' subsidiaries and any co-subsidiaries of Laurus' parent, whether
now existing or hereafter created or acquired, and all of the terms, conditions,
promises, covenants, provisions and warranties of this Agreement shall inure to
the benefit of each of the foregoing, and shall bind the representatives,
successors and assigns of each Assignor. Laurus and each Assignor hereby (a)
waive any and all right to trial by jury in litigation relating to this
Agreement and the transactions contemplated hereby, (b) submit to the
nonexclusive jurisdiction of any Massachusetts State court sitting in the
borough of Manhattan, the city of New York and (c) waive any objection Laurus or
each Assignor may have as to the bringing or maintaining of such action with any
such court.

10. All notices from Laurus to any Assignor shall be sufficiently given if
mailed or delivered to such Assignor's address set forth below.

                                       5
<PAGE>



                                             Very truly yours,

                                             LOCATEPLUS HOLDINGS CORPORATION



                                             By:  /s/ Jon R. Latorella
                                                --------------------------------
                                             Name: Jon R. Latorella

                                             Title: President

                                             Address:

                                             LOCATEPLUS CORPORATION



                                             By:  /s/ Jon R. Latorella
                                                --------------------------------
                                             Name: Jon R. Latorella

                                             Title: President

                                             Address:



                                             CERTIFION CORPORATION



                                             By:  /s/ Jon R. Latorella
                                                --------------------------------
                                             Name: Jon R. Latorella

                                             Title: President

                                             Address:



                                             DATAPHANT INC.



                                             By: /s/ James C. Fields
                                                --------------------------------
                                             Name: James C. Fields

                                             Title: Vice President

                                             Address:




                                       6
<PAGE>

                                             WORLDWIDE INFORMATION, INC.



                                             By:  /s/ Jon R. Latorella
                                                --------------------------------
                                             Name: Jon R. Latorella

                                             Title: President

                                             Address:



                                             METRIGENICS, INC.



                                             By:  /s/ Jon R. Latorella
                                                --------------------------------
                                             Name: Jon R. Latorella

                                             Title: President

                                             Address:














                                       7
<PAGE>

                                             ACKNOWLEDGED:



                                             LAURUS MASTER FUND, LTD.



                                             By: /s/ David Grin
                                                --------------------------------
                                             Name: David Grin

                                             Title: Managing Partner




























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<PAGE>

--------------------------------------------------------------------------------
                                   SCHEDULE A

--------------------------------------------------------------------------------
         Entity           Jurisdiction of       Organization Identification
                           Organization                   Number
--------------------------------------------------------------------------------
       LocatePLUS            Delaware                   04-3332304
        Holdings
       Corporation
--------------------------------------------------------------------------------
       LocatePLUS            Delaware                   04-3585108
       Corporation
--------------------------------------------------------------------------------
        Certifion            Delaware                   68-0565399
       Corporation
--------------------------------------------------------------------------------
     Dataphant Inc.          Delaware                   05-0589016
--------------------------------------------------------------------------------
        Worldwide            Delaware                   04-3577270
    Information, Inc.
--------------------------------------------------------------------------------
    Metrigenics, Inc.        Delaware                   38-3694780
--------------------------------------------------------------------------------

























                                       9
<PAGE>

                             SCHEDULE B-ENCUMBRANCES


Cummings properties holds a lien on business machinery and equipment, fixtures,
and inventory located within the premises located at 100 Cummings Center Suite
235M, Beverly, MA 01915.



































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