EXHIBIT 10.11
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                         MORTGAGE AND SECURITY AGREEMENT
                         -------------------------------


Date:                  June 4, 2002

Address of
Mortgaged Property:    The land and any improvements thereon at 104 King George
                       Drive, Boxford, Massachusetts more particularly described
                       in the attached EXHIBIT A.

Mortgagor:             Jon R. Latorella

Mortgagor's
Address:               104 King George Drive, Boxford, Massachusetts

Mortgagee:             Gemstone Investment Company, Inc.

Mortgagee's
Address:               370 Main Street
                       Worcester, Massachusetts 01608

Loan Amount:           $750,000 advanced to LocatePLUS Holdings Corporation
                       ("LocatePLUS"), a Delaware corporation of which the
                       Mortgagor owns a majority of its voting capital stock,
                       and Mortgagor's guarantee of even date herewith.

First Mortgage:        Mortgage from Mortgagor to Winterhill Federal Saving Bank
                       and senior lienholders ("First Mortgagee").

         The Mortgagor, FOR CONSIDERATION PAID, GRANTS to the Mortgagee, with
MORTGAGE COVENANTS to secure (a) the payment of the Loan Amount or such greater
amount as may be due, at the time, in the manner and with interest, all as
provided in a certain note of even date from LocatePLUS (the "Note"), and (B)
the performance of all covenants and agreements in the Note and this Mortgage,
the real estate described in the attached EXHIBIT A (the "Land");

         Together with all buildings, improvements, equipment and fixtures now
or subsequently thereon and all materials intended for construction,
reconstruction, alteration and repair thereof and all fixtures and articles of
personal property now or subsequently attached to or used in connection
therewith; and any replacements thereof or additions thereto (together with the
Land, the "Mortgaged Property"); and

         Together with the rents, income, profits, accounts receivable from
tenants of the Mortgaged Property, contract rights, general intangibles, chattel
papers, bills, notes, acceptances, equities, moneys, claims of the Mortgaged
Property to the extent of Mortgagor's interest therein or any business conducted
thereon to the extent of Mortgagor's interests therein. All of the foregoing,
together with the Mortgaged Property, are referred to as the Security.

         Mortgagor grants to Mortgagee a security interest in the
above-described fixtures and Security and agrees that Mortgagee shall have with
respect thereto (in addition to all other rights
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and remedies hereunder), all rights and remedies of a secured party under the
Massachusetts Uniform Commercial Code.

     Mortgagor covenants and agrees with the Mortgagee as follows:

     1.  To cause the Note to be paid pursuant to its terms;

     2.  To cause the payment and observation, prior to the expiration of any
grace periods, any and all terms, covenants and conditions of this Mortgage and
the First Mortgage and any prior or superior mortgage of the Mortgaged Property
and any note or obligations which it secures;

     3.  To cause the payment prior to the time when interest starts to accrue
all taxes, charges, assessments and all water and sewer charges assessed on the
Mortgaged Property or on any interest therein, and to deliver to Mortgagee
evidence of payment of real estate taxes promptly after each payment date and
evidence of payment of all other charges, assessments and water and sewer
charges forthwith upon Mortgagee's written request;

     4.  To keep the Mortgaged Property in good repair, order, and condition,
and not to commit or suffer any strip or waste thereof or any violation of any
law or ordinance affecting the same or the use thereof (any such use prohibited
or enjoined by any public official or court being conclusively deemed a
violation for purposes of this mortgage), or any act thereon tending to harm the
Mortgaged Property whether or not such act may constitute waste;

     5.  Subject to the rights of the First Mortgagee, (A) to keep the buildings
now or subsequently on the Land insured against fire and such other hazards as
the holder may from time to time require for their full replacement value, and
(B) to obtain and keep in force policies of liability insurance naming the
holder as an insured in such amounts as the holder may from time to time
require, all policies of such insurance or certificates thereof (including
evidence of renewal of and payment for such policies at least 10 days prior to
their expiration) to be deposited with the holder, if the holder so requires,
and first payable in case of loss to the holder subject to the rights of any
prior mortgagee and to be written by such companies, on such terms, in such form
and for such periods and amounts as the holder shall from time to time require
(hereby irrevocably granting to the holder, in the event of foreclosure, full
authority as Mortgagor's true and lawful attorney-in-fact, coupled with an
interest, with full power of substitution, to cancel such insurance and retain
the return premiums thereof or to transfer such insurance to any person or
persons claiming title to the Mortgaged Property or any part thereof by virtue
of foreclosure proceedings);

     6.  Subject to the rights of the First Mortgagee, that if the Mortgaged
Property, or any part thereof, shall be damaged by fire or other hazard, the
proceeds of any contract of insurance shall, to the extent of the indebtedness
then remaining unpaid, be paid to the holder, and, at its option, may be applied
in whole or in part to the payment of the debt secured hereby or to the cost of
repairing or rebuilding of the Mortgaged Property, PROVIDED that if the
proceeds, plus any amount which Mortgagor elects to pay to the holder for such
purpose, is in the holder's reasonable belief adequate to repair or rebuild the
Mortgaged Property, then holder shall permit the amounts held by it to be
advanced to Mortgagor on a monthly basis, as the work or repair or rebuilding
proceeds, to reimburse Mortgagor for the value of completed work, as certified
by an architect or engineer reasonably acceptable to the holder;

     7.  Subject to the rights of the First Mortgagee, in case of a taking of
the Mortgaged Property or any part thereof by any public authority pursuant to
the power of eminent domain, the proceeds of all judgments and awards of damages
and of all settlements made by the

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parties in interest shall be paid to the holder, and, at its option, may be
applied in whole or in part to the payment of the debt secured hereby or the
holder may release the same to the owner of the Mortgaged Property;

     8.  To keep, observe and satisfy all the obligations on the part of the
lessor to be kept, performed and satisfied under every lease from time to time
in force with respect to the Mortgaged Property; and at any time upon notice
from the holder to submit for examination all leases then in force affecting the
Mortgaged Property; and Mortgagor hereby assigns to the holder, subject to the
rights of the holder of any prior mortgage, any or all of such leases, and rents
and profits thereof, provided that until a default shall exist under this
mortgage, the Note or any other agreement securing the mortgage debt, Mortgagor
may collect and retain any rent and profits; and Mortgagor covenants to execute
and deliver such additional instruments in form reasonably satisfactory to the
holder as the holder may request from time to time to evidence or carry out such
assignment (hereby irrevocably granting to the holder full authority as
Mortgagor's true and lawful attorney-in-fact, coupled with an interest, with
full power of substitution, to make, execute, acknowledge and deliver such
instruments);

     9.  Not to contract for the payment of nor accept rents for periods of more
than one month in advance; and to deliver to the holder within fifteen (15) days
after written demand therefor a detailed statement certified by Mortgagor
setting forth the rents and profits received from the Mortgaged Property for the
period specified in such demand, the disbursements made for said period, and the
names of all tenants of the Mortgaged Property, and, if requested by the holder,
to furnish to the holder within forty-five (45) days after the end of each
calendar year during the term of this mortgage a statement of annual income and
expenses with respect to the Mortgaged Property certified by a certified public
accountant;

     10. Not to purchase any equipment, fixtures or materials now or
subsequently used in connection with or becoming a part of the realty whether by
agreement of the parties or otherwise which are subject to a security interest
in favor of others unless the prior written consent thereto has been obtained
from the holder; which consent shall not be unreasonably withheld;

     11. To permit the holder or the holder's representative to examine the
Mortgaged Property at any reasonable time;

     12. If this mortgage, by its terms, is now, or at any time, subject or
subordinate to a prior mortgage or mortgages, to comply with the terms of such
prior mortgage or mortgages, the holder thereof having the right to cure any
default under a prior mortgage and to add to the debt secured by this mortgage
the reasonable costs of curing such default;

     13. On the request of the holder, to furnish a written statement, signed
and, if requested, acknowledged, setting forth the amount of the indebtedness
which the Mortgagor acknowledges to be due on the Note and under this mortgage,
specifying any claims of offset or defense which the Mortgagor asserts against
the indebtedness secured hereby or any obligations to be paid or performed
hereunder, and the then state of facts relative to the condition of the
Mortgaged Property;

     14. On the request of the holder to furnish a written list of all fixtures
and other articles of personal property (tangible and intangible) located on the
Land and to execute any and all statements and instruments which may be
necessary or appropriate to maintain or perfect the holder's security interest
hereunder (hereby irrevocably granting to the holder full authority as
Mortgagor's true and lawful attorney-in-fact, coupled with an interest, with
full power of substitution, to make, execute, acknowledge and deliver such
statements and instruments);
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     15. In case any default in any covenant or condition of this mortgage shall
occur, and shall continue for more than 30 days after written notice thereof
from the holder to the Mortgagor, or if any default shall occur under the Note,
which is not cured within any applicable grace period, then, in either case, the
entire mortgage debt shall become due at the option of the holder; the holder
shall have the right to enter immediately upon and take possession of the
Mortgaged Property without consent of the owner thereof and without the
commencement of any action to foreclose this mortgage; the holder shall have the
further right, with or without such possession, to collect and receive all
rents, issues, and profits arising out of or in connection with the Mortgaged
Property and to apply the same (after the payment of all necessary charges and
expenses in connection with the operation of the Mortgaged Property, including
any managing agent's commission) toward any sums due the holder under the terms
hereof and of the Note; and the holder, to cure such default, may apply any
deposits or any sums credited by or due from the holder to Mortgagor (without
being first required to enforce any other rights of the holder against
Mortgagor, or against the Mortgaged Property);

     16. In the event that title to the Mortgaged Property becomes vested in
anyone other than Mortgagor, the entire mortgage debt shall, at the option of
the holder, become due and payable on demand; however, the holder may without
notice to the Mortgagor deal with such successor in interest with reference to
this mortgage, the Mortgaged Property and the debt hereby secured, in the same
manner as with Mortgagor, without in any way discharging the liability of the
Mortgagor or of any endorser or guarantor under the mortgage or upon the debt
hereby secured;

     17. No forbearance on the part of the holder, and no change, modification
or extension, whether oral or in writing, of the time or manner for the payment
of the whole or any part of the debt hereby secured or change in the interest
rate on said debt or any other indulgence given by the holder to any persons
other than Mortgagor, shall operate to release or in any manner affect the
original liability of Mortgagor or of any endorser or guarantor, notice of any
such change, modification, extension, or indulgence being waived;

     18. In case of a foreclosure sale, the holder shall be entitled to retain
one percent of the purchase money, in addition to the costs, charges, and
expenses incurred by the holder or allowed under the Statutory Power of Sale; in
the event of redemption prior to foreclosure sale, the holder shall be entitled
to add its costs and expenses to the principal sum secured hereby;

     19. That the holder is authorized: to pay all taxes, charges, assessments,
and water and sewer charges with interest, costs and charges accrued thereon,
which may at any time be a lien upon the Mortgaged Property or any part thereof;
to pay the premiums for any policies of insurance required hereunder; to incur
and pay reasonable expenses in protecting its rights hereunder and the security
hereby granted including, without limitation, expenses for repairs to the
Mortgaged Property and attorneys' fees in connection with the enforcement or
protection of any right or interest of the holder hereunder and under the Note;
to pay any sums and incur any expenses required to be made or necessary to cure
any defaults under any prior mortgage or encumbrance; to pay any sums required
in order to obtain a discharge of any security interest of others in any
equipment, fixtures, or materials comprising part of the Mortgaged Property, all
in the event that such payments have not been made by Mortgagor as herein
provided; and to add all amounts so paid to the principal sum secured hereby;
and to apply to any of the foregoing purposes or to the repayment of any amounts
so paid by the holder any sums held hereunder by Mortgagee;

     20. The holder in the exercise of the power of sale herein given may sell
the entire Mortgaged Property or any part thereof, in any order, as elected by
the holder in its sole

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discretion; and in case the holder elects to sell in parcels, the sales of such
parcels may be held from time to time and the power shall not be exhausted until
all of the Mortgaged Property not previously released shall have been sold;

         The word "holder" shall be construed as descriptive of Mortgagee and of
any subsequent holder or holders hereof; the word "Mortgagor" shall be construed
as descriptive of Mortgagor and of any subsequent owner or owners of the equity
of redemption of the Mortgaged Property; and all of the covenants and agreements
of Mortgagor are joint and several and shall be binding upon the heirs,
executors, administrators, successors and assigns of Mortgagor.

         This MORTGAGE is upon the STATUTORY CONDITION, and upon the further
condition that all covenants and agreements of Mortgagor herein and in the Note
contained shall be kept and fully performed, for any breach of which the holder
hereof shall have, with respect to the real property, the STATUTORY POWER OF
SALE, and as to the personal property all the remedies of a Secured Party under
the Uniform Commercial Code as now in effect in Massachusetts.

         Executed under seal on the date first above written.


                                        --------------------------------------
                                        Jon R. Latorella





                          COMMONWEALTH OF MASSACHUSETTS

_______________, ss.                                     _______________, 20__

         Then personally appeared the above-named ___________________ and
acknowledged the foregoing instrument to be ________ free act and deed, before
me.



                                               --------------------------------
                                               Notary Public

                                               My Commission Expires:

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