EXHIBIT 4.12
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                 AMENDED AND RESTATED WARRANT AND UNIT AGREEMENT

                LocatePLUS Holdings Corporation, 100 Cummings Center, Suite
235M, Beverly, Massachusetts 01915 (the "Company"), and Transfer Online, Inc.
227 SW Pine Street, Suite 300, Portland, Oregon 97204 (the "Transfer Agent"),
hereby amend and restate a certain Warrant and Unit Agreement between the
parties, dated March 22, 2002, agree as follows:

                1. PURPOSE. The Company proposes to publicly offer and issue in
an initial public offering (the "Offering") 12,000,000 units (the "Units"). Each
Unit will entitle the registered holder of a Unit (a "Unit Holder") to: (I) one
(1) share of the Company's Class B Non-voting Common Stock, par value $0.01; and
(II) one (1) warrant to purchase of one (1) share of the Company's Class A
Voting Common Stock, par value $0.01 (the "Warrant").

                2. WARRANTS. Each Warrant will entitle the registered holder of
a Warrant (a "Warrant Holder") to purchase from the Company one (1) share of
Class A Voting Common Stock for $0.50 (the "Exercise Price"). A Warrant Holder
may exercise all or any number of Warrants resulting in the purchase of a whole
number of shares of Class A Voting Common Stock.

                3.  EXERCISE PERIOD; REDEMPTION.

                (A) The Warrants may be exercised at any time during the period
commencing on the closing date of the Offering (the "Offering Date") and ending
at the close of business on the third (3rd) anniversary date of the Offering
Date (the "Expiration Date"), except as changed by Section 15 of this Agreement.

                (B) In the event that the closing bid for the Company's Class A
Voting Common Stock on the Over the Counter Bulletin Board is equal to or
greater than $1.25 per share for a period of five (5) consecutive business days,
then, upon thirty (30) days' notice to each the Warrant Holder, the Company may
redeem and repurchase the issued Warrants for $0.001 per Warrant.

                4. NON-DETACHABILITY. A Warrant Certificate (as defined below)
may not be detached from a certificate for a share of Class B Non-voting Common
Stock (a "Share Certificate") contained in a Unit for at least thirty (30) days
following the Offering Date. Until such time, a Warrant Certificate may be split
up, combined, exchanged or transferred on the books of the Transfer Agent only
together with the Share Certificate.

                5. CERTIFICATES. The Warrant certificates shall be in registered
form only and shall be substantially in the form set forth in EXHIBIT A attached
to this Agreement (a "Warrant Certificate"). The Unit certificates shall be in
registered form only and shall be substantially in the form set forth in EXHIBIT
B attached to this Agreement (a "Unit Certificate"). Warrant and Unit
Certificates shall be signed by, or shall bear the facsimile signature of, the
Chief Executive Officer, President or a Vice President of the Company and the
Secretary or an Assistant Secretary of the Company. If any person, whose
facsimile signature has been placed upon any Warrant or Unit Certificate, shall
have ceased to be
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such officer before such Warrant or Unit Certificate is countersigned, issued
and delivered, such Warrant or Unit Certificate shall be countersigned, issued
and delivered with the same effect as if such person had not ceased to be such
officer. Any Warrant or Unit Certificate may be signed by, or made to bear the
facsimile signature of, any person who at the actual date of the preparation of
such Warrant or Unit Certificate shall be a proper officer of the Company to
sign such Warrant or Unit Certificate, even though such person was not such an
officer upon the date of this Agreement.

                6. ISSUANCE OF NEW CERTIFICATES. Notwithstanding any of the
provisions of this Agreement or the several Warrant or Unit Certificates to the
contrary, the Company may, at its option, issue new Warrant or Unit Certificates
in such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Exercise Price or the number or kind of shares
purchasable under the several Warrant or Unit Certificates made in accordance
with the provisions of this Agreement.

                7. COUNTERSIGNING. Warrant and Unit Certificates shall be
manually countersigned by the Transfer Agent and shall not be valid for any
purpose unless so countersigned. The Transfer Agent hereby is authorized to
countersign and deliver to, or in accordance with the instructions of, any
Warrant or Unit Holder any Warrant or Unit Certificate, respectively, which is
properly issued.

                8. REGISTRATION OF TRANSFER AND EXCHANGES. The Transfer Agent
will keep or cause to be kept books for registration of ownership or transfer of
Warrant and Unit Certificates issued hereunder. Such registers shall show the
names and addresses of the respective holders of the Warrant and Unit
Certificates and the number of Warrants and Units evidenced by each such Warrant
or Unit Certificate. Subject to the provisions of Section 4, the Transfer Agent
shall from time to time register the transfer of any outstanding Warrant or Unit
Certificate upon records maintained by the Transfer Agent for such purpose upon
surrender of such Warrant or Unit Certificate to the Transfer Agent for
transfer, accompanied by appropriate instruments of transfer in form
satisfactory to the Company and the Transfer Agent and duly executed by the
Warrant or Unit Holder or a duly authorized attorney. Upon any such registration
of transfer, a new Warrant or Unit Certificate shall be issued in the name of
and to the transferee and the surrendered Warrant or Unit Certificate shall be
cancelled.

                9.  EXERCISE OF WARRANTS.

                (A) Any one Warrant or any multiple of one Warrant evidenced by
any Warrant Certificate may be exercised on or after the Offering Date and on or
before the Expiration Date. A Warrant shall be exercised by the Warrant Holder
by surrendering to the Transfer Agent the Warrant Certificate evidencing such
Warrant with the exercise form on the reverse of such Warrant Certificate duly
completed and executed and delivering to the Transfer Agent, by good check or
bank draft payable to the order of the Company, the Exercise Price for each
share of Class A Voting Common Stock to be purchased. No fractional warrant may
be exercised, but will be redeemed for cash equal to the current market value of
such fractional warrant, as defined in Section 18 of this Warrant and Unit
Agreement.

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                (B) Upon receipt of a Warrant Certificate with the exercise form
thereon duly executed together with payment in full of the Exercise Price (and
an amount equal to any applicable taxes or government charges) for the shares of
Class A Voting Common Stock for which Warrants are then being exercised, the
Transfer Agent shall requisition from any transfer agent for the shares of Class
A Voting Common Stock, and upon receipt shall make delivery of, certificates
evidencing the total number of whole shares of Class A Voting Common Stock for
which Warrants are then being exercised in such names and denominations as are
required for delivery to, or in accordance with the instructions of, the Warrant
Holder. Such certificates for the shares of Class A Voting Common Stock shall be
deemed to be issued, and the person to whom such shares of Class A Voting Common
Stock are issued of record shall be deemed to have become a holder of record of
such shares of Class A Voting Common Stock, as of the date of the surrender of
such Warrant Certificate and payment of the Exercise Price (and an amount equal
to any applicable taxes or government charges), whichever shall last occur,
provided that if the books of the Company with respect to the shares of Class A
Voting Common Stock shall be deemed to be closed, the person to whom such shares
of Class A Voting Common Stock are issued of record shall be deemed to have
become a record holder of such shares of Class A Voting Common Stock as of the
date on which such books shall next be open (whether before, on or after the
Expiration Date). The Company covenants and agrees that it shall not cause its
stock transfer books to be closed for a period of more than twenty (20)
consecutive business days except upon consolidation, merger, sale of all of its
assets, dissolution or liquidation or as otherwise provided by law.

                (C) In addition, if it is required by law and upon instruction
by the Company, the Transfer Agent will deliver to each Warrant Holder a
prospectus that complies with the provisions of Section 5 of the Securities Act,
as amended, and the Company agrees to supply the Transfer Agent with a
sufficient number of prospectuses to effectuate that purpose.

                (D) Any Warrant Certificate or Certificates may be exchanged at
the option of the holder thereof for another Warrant Certificate or Certificates
of different denominations, of like tenor and representing in the aggregate the
same number of Warrants, upon surrender of such Warrant Certificate or
Certificates, with the Form of Assignment duly filled in and executed, to the
Transfer Agent, at any time or from time-to-time after the close of business on
the date hereof and prior to the close of business on the Expiration Date. The
Transfer Agent shall promptly cancel the surrendered Warrant Certificate or
Certificates and deliver the new Warrant Certificate or Certificates pursuant to
the provisions of this Section.

                (E) If less than all the Warrants evidenced by a Warrant
Certificate are exercised upon a single occasion, a new Warrant Certificate for
the balance of the Warrants not so exercised shall be issued and delivered to,
or in accordance with, transfer instructions properly given by the Warrant
Holder until the Expiration Date.

                (F) All Warrant Certificates surrendered upon exercise of the
Warrants shall be cancelled.

                (G) Upon the exercise or conversion of any Warrant, the Transfer
Agent shall account promptly to the Company with respect to Warrants exercised
and concurrently pay

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to the Company all moneys received by the Transfer Agent for the purchase of
securities or other property through the exercise of such Warrants.

                (H) Expenses incurred by the Transfer Agent while acting in the
capacity as Transfer Agent, in accordance with this Agreement, will be paid by
the Company. A detailed accounting statement relating to the number of shares
exercised, names of registered Warrant Holder(s) and the net amount of exercise
funds remitted will be given to the Company with the payment of each exercise
amount.

                10. TAXES. The Company will pay all taxes attributable to the
initial issuance of shares of Class A Voting Common Stock upon exercise of
Warrants. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in any issue of Warrant or Unit
Certificates or in the issue of any certificates of shares of Class A Voting
Common Stock in the name other than that of the Warrant or Unit Holder upon the
exercise of any Warrant or Unit, as the case may be.

                11. MUTILATED OR MISSING CERTIFICATES. If any Warrant or Unit
Certificate is mutilated, lost, stolen or destroyed, the Company and the
Transfer Agent may, on such terms as to indemnity or otherwise as they may in
their discretion impose (which shall, in the case of a mutilated Warrant or Unit
Certificate, include the surrender thereof), and upon receipt of evidence
satisfactory to the Company and the Transfer Agent of such mutilation, loss,
theft or destruction, issue a substitute Warrant or Unit Certificate,
respectively, of like denomination or tenor as the Warrant or Unit Certificate
so mutilated, lost, stolen or destroyed. Applicants for substitute Warrant or
Unit Certificates shall comply with such other reasonable regulations and pay
any reasonable charges as the Company or the Transfer Agent may prescribe.

                12. SUBSEQUENT ISSUE OF CERTIFICATES. Subsequent to their
original issuance, no Warrant or Unit Certificates shall be reissued except: (I)
such Certificates issued upon transfer thereof in accordance with Section 8
hereof; (II) such Certificates issued upon any combination, split-up or exchange
of Warrant or Unit Certificates pursuant to Section 8 hereof; (III) such
Certificates issued in replacement of mutilated, destroyed, lost or stolen
Warrant or Unit Certificates pursuant to Section 11 hereof; (IV) Warrant
Certificates issued upon the partial exercise of Warrant Certificates pursuant
to Section 9 hereof; and (V) Warrant Certificates issued to reflect any
adjustment or change in the Exercise Price or the number or kind of shares
purchasable thereunder pursuant to Section 6 hereof. The Transfer Agent is
hereby irrevocably authorized to countersign and deliver, in accordance with the
provisions of said Sections 6, 8, 9 and 11, the new Warrant or Unit
Certificates, as the case may be, required for purposes thereof, and the
Company, whenever required by the Transfer Agent, will supply the Transfer Agent
with Warrant and Unit Certificates duly executed on behalf of the Company for
such purposes.

                13. RESERVATION OF SHARES. For the purpose of enabling the
Company to satisfy all obligations to issue shares of Class A Voting Common
Stock upon exercise of Warrants, the Company will at all times reserve and keep
available free from preemptive rights, out of the aggregate of its authorized
but unissued shares of Class A Voting Common Stock, the full number of shares of
Class A Voting Common Stock which may be issued upon the exercise of the
Warrants. The Company covenants all shares of Class A

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Voting Common Stock which shall be so issuable, will upon issue be fully paid
and nonassessable by the Company and free from all taxes, liens, charges and
security interests with respect to the issue thereof.

                14. GOVERNMENTAL RESTRICTIONS. If any shares of Class A Voting
Common Stock issuable upon the exercise of Warrants require registration or
approval of any governmental authority, the Company will use commercially
reasonable efforts to secure such registration or approval and, to the extent
practicable, take action in anticipation of and prior to the exercise of the
Warrants necessary to permit a public offering of the securities underlying the
Warrants during the term of this Agreement; provided that in no event shall such
shares of Class A Voting Common Stock be issued, and the Company shall have the
authority to suspend the exercise of all Warrants, until such registration or
approval shall have been obtained; but all Warrants, the exercise of which is
requested during any such suspension, shall be exercisable at the Exercise
Price. If any such period of suspension continues past the Expiration Date, all
Warrants, the exercise of which have been requested on or prior to the
Expiration Date, shall be exercisable upon the removal of such suspension until
the close of business on the business day immediately following the expiration
of such suspension.

                15. ADJUSTMENTS OF NUMBER AND KIND OF SHARES PURCHASABLE AND
EXERCISE PRICE. The number and kind of securities or other property purchasable
upon exercise of a Warrant shall be subject to adjustment from time to time upon
the occurrence, after the date hereof, of any of the following events:

                (A) In case the Company shall (I) pay a dividend in, or make a
distribution of, shares of capital stock on its outstanding Class A Voting
Common Stock, (II) subdivide its outstanding shares of Class A Voting Common
Stock into a greater number of such shares or (III) combine its outstanding
shares of Class A Voting Common Stock into a smaller number of such shares, the
total number of shares of Class A Voting Common Stock purchasable upon the
exercise of each Warrant outstanding immediately prior thereto shall be adjusted
so that the holder of any Warrant Certificate thereafter surrendered for
exercise shall be entitled to receive at the same aggregate Exercise Price the
number of shares of capital stock (of one or more classes) which such holder
would have owned or have been entitled to receive immediately following the
happening of any of the events described above had such Warrant been exercised
in full immediately prior to the record date with respect to such event. Any
adjustment made pursuant to this subsection shall, in the case of a stock
dividend or distribution, become effective as of the record date therefor and,
in the case of a subdivision or combination, be made as of the effective date
thereof. If, as a result of an adjustment made pursuant to this subsection, the
holder of any Warrant Certificate thereafter surrendered for exercise shall
become entitled to receive shares of two or more classes of capital stock of the
Company, the Board of Directors of the Company, (whose determination shall be
conclusive and shall be evidenced by a Board resolution filed with the Transfer
Agent) shall determine the allocation of the adjusted Exercise Price between or
among shares of such classes of capital stock.

                (B) In the event of a capital reorganization or a
reclassification of the Class A Voting Common Stock (except as provided in
subsection (a) above or subsection (e) below), any Warrant Holder, upon exercise
of Warrants, shall be entitled to receive, in

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substitution for the Class A Voting Common Stock to which he would have become
entitled upon exercise immediately prior to such reorganization or
reclassification, the shares (of any class or classes) or other securities or
property of the Company (or cash) that he would have been entitled to receive at
the same aggregate Exercise Price upon such reorganization or reclassification
if such Warrants had been exercised immediately prior to the record date with
respect to such event; and in any such case, appropriate provision (as
determined by the Board of Directors of the Company, whose determination shall
be conclusive and shall be evidenced by a certified Board resolution filed with
the Transfer Agent) shall be made for the application of this Section with
respect to the rights and interests thereafter of the Warrant Holders (including
but not limited to the allocation of the Exercise Price between or among shares
of classes of capital stock), to the end that this Section (including the
adjustments of the number of shares of Class A Voting Common Stock or other
securities purchasable and the Exercise Price thereof) shall thereafter be
reflected, as nearly as reasonably practicable, in all subsequent exercises of
the Warrants for any shares or securities or other property (or cash) thereafter
deliverable upon the exercise of the Warrants.

                (C) Whenever the number of shares of Class A Voting Common Stock
or other securities purchasable upon exercise of a Warrant is adjusted as
provided in this Section, the Company will promptly file with the Transfer Agent
a certificate signed by the Chief Executive Officer, the President or a Vice
President of the Company and by the Secretary or an Assistant Secretary of the
Company setting forth the number and kind of securities or other property
purchasable upon exercise of a Warrant, as so adjusted, stating that such
adjustments in the number or kind of shares or other securities or property
conform to the requirements of this Section, and setting forth a brief statement
of the facts accounting for such adjustments. Promptly after receipt of such
certificate, the Company, or the Transfer Agent at the Company's request, will
deliver, by first-class, postage prepaid mail, a brief summary thereof (to be
supplied by the Company) to the registered holders of the outstanding Warrant
Certificates; provided, however, that failure to file or to give any notice
required under this subsection, or any defect therein, shall not affect the
legality or validity of any such adjustments under this Section; and provided,
further, that, where appropriate, such notice may be given in advance and
included as part of the notice required to be given pursuant to Section 17
hereof.

                (D) In case of any consolidation of the Company with, or merger
of the Company into, another corporation (other than a consolidation or merger
which does not result in any reclassification or change of the outstanding Class
A Voting Common Stock), or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, the corporation formed by such consolidation or merger or the
corporation which shall have acquired such assets, as the case may be, shall
execute and deliver to the Transfer Agent a supplemental warrant agreement
providing that the holder of each Warrant then outstanding shall have the right
thereafter (until the expiration of such Warrant) to receive, upon exercise of
such Warrant, solely the kind and amount of shares of stock and other securities
and property (or cash) receivable upon such consolidation, merger, sale or
transfer by a holder of the number of shares of Class A Voting Common Stock of
the Company for which such Warrant might have been exercised immediately prior
to such consolidation, merger, sale or transfer. Such supplemental warrant
agreement shall provide for adjustments which shall be as nearly equivalent as

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may be practicable to the adjustments provided in this Section. The above
provision of this subsection shall similarly apply to successive consolidations,
mergers, sales or transfers.

                The Transfer Agent shall not have any responsibility to
determine the correctness of any provision contained in any such supplemental
warrant agreement relating to either the kind or amount of shares of stock or
securities or property (or cash) purchasable by holders of Warrant Certificates
upon the exercise of their Warrants after any such consolidation, merger, sale
or transfer or of any adjustment to be made with respect thereto, but subject to
the provisions of 22 hereof, may accept as conclusive evidence of the
correctness of any such provisions, and shall be protected in relying upon, a
certificate of a firm of independent certified public accountants (who may be
the accountants regularly employed by the Company) with respect thereto.

                (E) Irrespective of any adjustments in the number or kind of
shares issuable upon exercise of Warrants, Warrant Certificates theretofore or
thereafter issued may continue to express the same price and number and kind of
shares as are stated in the similar Warrant Certificates initially issuable
pursuant to this Agreement.

                (F) The Company may retain a firm of independent public
accountants of recognized standing, which may be the firm regularly retained by
the Company, selected by the Board of Directors of the Company, and not
disapproved by the Transfer Agent, to make any computation required under this
Section, and a certificate signed by such firm shall, in the absence of fraud or
gross negligence, be conclusive evidence of the correctness of any computation
made under this Section.

                (G) For the purpose of this Section, the term "Common Stock"
shall mean (I) the Class A Voting Common Stock or (II) any other class of stock
resulting from successive changes or reclassifications of such Class A Voting
Common Stock consisting solely of changes in par value, or from par value to no
par value, or from no par value to par value. In the event that at any time as a
result of an adjustment made pursuant to this Section, the holder of any Warrant
thereafter surrendered for exercise shall become entitled to receive any shares
of capital stock of the Company other than shares of Class A Voting Common
Stock, thereafter the number of such other shares so receivable upon exercise of
any Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Class A Voting Common Stock contained in this Section, and all other provisions
of this Agreement, with respect to the Class A Voting Common Stock, shall apply
on like terms to any such other shares.

                (H) The Company may, from time to time and to the extent
permitted by law, reduce the exercise price of the Warrants by any amount for a
period of not less than twenty (20) days. If the Company so reduces the exercise
price of the Warrants, it will give not less than fifteen (15) days' notice of
such decrease, which notice may be in the form of a press release, and shall
take such other steps as may be required under applicable law in connection with
any offers or sales of securities at the reduced price.

                16. REDUCTION OF EXERCISE PRICE BELOW PAR VALUE. Before taking
any action that would cause an adjustment pursuant to Section 15 hereof reducing

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the portion of the Exercise Price required to purchase one share of capital
stock below the then par value (if any) of a share of such capital stock, the
Company will use its best efforts to take any corporate action which, in the
opinion of its counsel, may be necessary in order that the Company may validly
and legally issue fully paid and non-assessable shares of such capital stock.

                17. NOTICE TO WARRANT HOLDERS. In case the Company after the
date hereof shall propose (I) to offer to the holders of Class A Voting Common
Stock, generally, rights to subscribe to or purchase any additional shares of
any class of its capital stock, any evidences of its indebtedness or assets, or
any other rights or options or (II) to effect any reclassification of the Class
A Voting Common Stock (other than a reclassification involving merely the
subdivision or combination of outstanding shares of Class A Voting Common Stock)
or any capital reorganization, or any consolidation or merger to which the
Company is a party and for which approval of any stockholders of the Company is
required, or any sale, transfer or other disposition of its property and assets
substantially as an entirety, or the liquidation, voluntary or involuntary
dissolution or winding-up of the Company, then, in each such case, the Company
shall file with the Transfer Agent and the Company, or the Transfer Agent on its
behalf, shall mail (by first-class, postage prepaid mail) to all registered
holders of the Warrant Certificates notice of such proposed action, which notice
shall specify the date on which the books of the Company shall close or a record
be taken for such offer of rights or options, or the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, voluntary or involuntary dissolution or winding-up
shall take place or commence, as the case may be, and which shall also specify
any record date for determination of holders of Class A Voting Common Stock
entitled to vote thereon or participate therein and shall set forth such facts
with respect thereto as shall be reasonably necessary to indicate any
adjustments in the Exercise Price and the number or kind of shares or other
securities purchasable upon exercise of Warrants which will be required as a
result of such action. Such notice shall be filed and mailed in the case of any
action covered by clause (i) above, at least ten (10) days prior to the record
date for determining holders of the Class A Voting Common Stock for purposes of
such action or, if a record is not to be taken, the date as of which the holders
of shares of Class A Voting Common Stock of record are to be entitled to such
offering; and, in the case of any action covered by clause (ii) above, at least
twenty (20) days prior to the earlier of the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, voluntary or involuntary dissolution or winding-up is
expected to become effective and the date on which it is expected that holders
of shares of Class A Voting Common Stock of record on such date shall be
entitled to exchange their shares for securities or other property deliverable
upon such reclassification, reorganization, consolidation, merger, sale,
transfer, other disposition, liquidation, voluntary or involuntary dissolution
or winding-up. Failure to give any such notice or any defect therein shall not
affect the legality or validity of any transaction listed in this Section.

                18. NO FRACTIONAL WARRANTS, UNITS OR SHARES. The Company shall
not be required to issue fractions of Warrants or shares of Class A Voting
Common Stock upon the separation of the Units into shares of Class A Voting
Common Stock and Warrants, any adjustments as described in Section 15 or
otherwise.

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                19. RIGHTS OF WARRANT HOLDERS. No Warrant Holder, as such, shall
have any rights of a shareholder of the Company, either at law or equity, and
the rights of the Warrant Holders, as such, are limited to those rights
expressly provided in this Agreement or in the Warrant Certificates. The Company
and the Transfer Agent may treat the registered Warrant Holder in respect of any
Warrant Certificates as the absolute owner thereof for all purposes
notwithstanding any notice to the contrary.

                20. RIGHT OF ACTION. All rights of action in respect to this
Agreement are vested in the respective registered holders of the Warrant and
Unit Certificates; and any registered holder of any Warrant or Unit Certificate,
without the consent of the Transfer Agent or of any other holder of a Warrant or
Unit Certificate, may, in his own behalf for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, his right to exercise the
Warrants evidenced by such Warrant Certificate, for the purchase of shares of
the Class A Voting Common Stock in the manner provided in the Warrant
Certificate and in this Agreement.

                21. AGREEMENT OF WARRANT AND UNIT HOLDERS. Every holder of a
Warrant or Unit Certificate by accepting the same consents and agrees with the
Company, the Transfer Agent and with every other holder of a Warrant or Unit
Certificate, respectively, that:

                (A) The Warrant and Unit Certificates are transferable on the
registry books of the Transfer Agent only upon the terms and conditions set
forth in this Agreement; and

                (B) The Company and the Transfer Agent may deem and treat the
person in whose name the Warrant or Unit Certificate is registered as the
absolute owner of the Warrant or Unit, as the case may be, (notwithstanding any
notation of ownership or other writing thereon made by anyone other than the
Company or the Transfer Agent) for all purposes whatever and neither the Company
nor the Transfer Agent shall be affected by any notice to the contrary.

                22. TRANSFER AGENT. The Company hereby appoints the Transfer
Agent to act as the agent of the Company and the Transfer Agent hereby accepts
such appointment upon the following terms and conditions by all of which the
Company and every Warrant and Unit Holder, by acceptance of his Warrants or
Units, shall be bound:

                (A) Statements contained in this Agreement and in the Warrant
and Unit Certificates shall be taken as statements of the Company. The Transfer
Agent assumes no responsibility for the correctness of any of the same except
such as describes the Transfer Agent or for action taken or to be taken by the
Transfer Agent.

                (B) The Transfer Agent shall not be responsible for any failure
of the Company to comply with any of the Company's covenants contained in this
Agreement or in the Warrant or Unit Certificates.

                (C) The Transfer Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company) and the Transfer Agent
shall incur no liability or

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responsibility to the Company or to any Warrant or Unit Holder in respect of any
action taken, suffered or omitted by it hereunder in good faith and in
accordance with the opinion or the advice of such counsel, provided the Transfer
Agent shall have exercised reasonable care in the selection and continued
employment of such counsel.

                (D) The Transfer Agent shall incur no liability or
responsibility to the Company or to any Warrant or Unit Holder for any action
taken in reliance upon any notice, resolution, waiver, consent, order,
certificate or other paper, document or instrument believed by it to be genuine
and to have been signed, sent or presented by the proper party or parties.

                (E) The Company agrees to pay to the Transfer Agent reasonable
compensation for all services rendered by the Transfer Agent in the execution of
this Agreement, to reimburse the Transfer Agent for all expenses, taxes and
governmental charges and all other charges of any kind or nature incurred by the
Transfer Agent in the execution of this Agreement and to indemnify the Transfer
Agent and save it harmless against any and all liabilities, including judgments,
costs and counsel fees, arising from the Transfer Agent's engagement under this
Agreement except as a result of the Transfer Agent's negligence, bad faith or
willful misconduct.

                (F) The Transfer Agent shall be under no obligation to institute
any action, suit or legal proceeding or to take any other action likely to
involve expense unless the Company or one or more Warrant or Unit Holders shall
furnish the Transfer Agent with reasonable security and indemnity for any costs
and expenses which may be incurred in connection with such action, suit or legal
proceeding, but this provision shall not affect the power of the Transfer Agent
to take such action as the Transfer Agent may consider proper, whether with or
without any such security or indemnity. All rights of action under this
Agreement or under any of the Warrants or Units may be enforced by the Transfer
Agent without the possession of any of the Warrant or Unit Certificates or the
production thereof at any trial or other proceeding relative thereto, and any
such action, suit or proceeding instituted by the Transfer Agent shall be
brought in its name as Transfer Agent, and any recovery of judgment shall be for
the ratable benefit of the Warrant or Unit Holders as their respective rights or
interest may appear.

                (G) The Transfer Agent and any shareholder, director, officer or
employee of the Transfer Agent may buy, sell or deal in any of the Warrants,
Units or other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Transfer Agent under this Agreement. Nothing herein shall preclude the Transfer
Agent from acting in any other capacity for the Company or for any other legal
entity.

                23. SUCCESSOR TRANSFER AGENT. Any legal entity into which the
Transfer Agent may be merged or converted or with which it may be consolidated,
or any legal entity resulting from any merger, conversion or consolidation to
which the Transfer Agent shall be a party, or any legal entity succeeding to the
corporate trust business of the Transfer Agent, shall be the successor to the
Transfer Agent hereunder without the execution or filing of any paper or any
further act of a party or the parties hereto provided such legal entity is
eligible to be appointed under Section 24 below. In any such event or if the
name of the Transfer

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<PAGE>

Agent is changed, the Transfer Agent or such successor may adopt the
countersignature of the original Transfer Agent and may countersign such Warrant
or Unit Certificates either in the name of the predecessor Transfer Agent or in
the name of the successor Transfer Agent.

                24. CHANGE OF TRANSFER AGENT. The Transfer Agent may resign or
be discharged by the Company from its duties under this Agreement by the
Transfer Agent or the Company, as the case may be, giving notice in writing to
the other, and by giving a date when such resignation or discharge shall take
effect, which notice shall be sent at least thirty (30) days prior to the date
so specified. If the Transfer Agent shall resign, be discharged or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Transfer Agent. If the Company shall fail to make such appointment within a
period of thirty (30) days after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Transfer Agent or by
any Warrant or Unit Holder or after discharging the Transfer Agent, then the
Company agrees to perform the duties of the Transfer Agent hereunder until a
successor Transfer Agent is appointed. Any successor Transfer Agent shall be a
bank or a trust company, in good standing, organized under the laws of any state
of the United States of America, having a combined capital and surplus of at
least $4,000,000 at the time of its appointment as Transfer Agent. After
appointment, the successor Transfer Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as
Transfer Agent without further act or deed, and the former Transfer Agent shall
deliver and transfer to the successor Transfer Agent any property at the time
held by it hereunder, and execute and deliver any further assurance, conveyance,
act or deed necessary for effecting the delivery or transfer. Failure to give
any notice provided for in this Section, however, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the
Transfer Agent or the appointment of the successor Transfer Agent, as the case
may be.

                25. NOTICES. Any notice or demand authorized by this Agreement
to be given or made by the Transfer Agent or by any Warrant or Unit Holder to or
on the Company shall be sufficiently given or made if sent by mail, first class,
certified or registered, postage prepaid, addressed (until another address is
filed in writing by the Company with the Transfer Agent), as follows:

                   LocatePLUS Holdings Corporation
                   100 Cummings Center
                   Suite 235M
                   Beverly, Massachusetts 01915

                Any notice or demand authorized by this Agreement to be given or
made by any Warrant or Unit Holder or by the Company to or on the Transfer Agent
shall be sufficiently given or made if sent by mail, first class, certified or
registered, postage prepaid, addressed (until another address is filed in
writing by the Transfer Agent with the Company), as follows:

                   Transfer Online, Inc.
                   227 SW Pine Street
                   Suite 300
                   Portland, Oregon 97204

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<PAGE>

                Any distribution, notice or demand required or authorized by
this Agreement to be given or made by the Company or the Transfer Agent to or on
the Warrant or Unit Holders shall be sufficiently given or made if sent by mail,
first class, certified or registered, postage prepaid, addressed to the Warrant
or Unit Holders at their last known addresses as they shall appear on the
registration books for the Warrant or Unit Certificates maintained by the
Transfer Agent.

                26. SUPPLEMENTS AND AMENDMENTS. The Company and the Transfer
Agent may from time to time supplement or amend this Agreement without the
approval of any Warrant or Unit Holders in order to cure any ambiguity or to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or to make any other provisions
in regard to matters or questions arising hereunder which the Company and the
Transfer Agent may deem necessary or desirable.

                27. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Transfer Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

                28. TERMINATION. This Agreement shall terminate at the close of
business on the Expiration Date or such earlier date upon which all Warrants
have been exercised; provided, however, that if exercise of the Warrants is
suspended pursuant to Section 14 and such suspension continues past the
Expiration Date, this Agreement shall terminate at the close of business on the
business day immediately following expiration of such suspension. The provisions
of Section 22 shall survive such termination.

                29. GOVERNING LAW. This Agreement and each Warrant and Unit
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be construed in
accordance with the laws of said State.

                30. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall
be construed to give any person or corporation other than the Company, the
Transfer Agent and the Warrant and Unit Holders any legal or equitable right,
remedy or claim under this Agreement, and this Agreement shall be for the sole
and exclusive benefit of the Company, the Transfer Agent and the Warrant and
Unit Holders.

                31. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of such counterparts shall for all purposes be deemed to
be an original and all such counterparts shall together constitute but one and
the same instrument.

                32. INTEGRATION. As of the date hereof, this Agreement contains
the entire and only agreement, understanding, representation, condition,
warranty or covenant between the parties hereto with respect to the matters
herein, supersedes any and all other agreements between the parties hereto
relating to such matters, and may be modified or amended only by a written
agreement signed by both parties hereto pursuant to the authority granted by
Section 26.

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<PAGE>

                33. DESCRIPTIVE HEADINGS. The descriptive headings of the
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.


                            [SIGNATURE PAGE FOLLOWS]





































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<PAGE>




Date:    June 17, 2002

                                       LOCATEPLUS HOLDINGS CORPORATION



                                       By: /s/ Jon R. Latorella
                                         ---------------------------------------
                                       Its President and Chief Executive Officer




                                       TRANSFER ONLINE, INC.


                                       By: /s/ Lori Livingston
                                          --------------------------------------
                                       Its President

















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