EXHIBIT 4.2
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             VOID AFTER 5:00 P.M. EASTERN TIME ON [__________], 2003

                WARRANTS TO PURCHASE CLASS A VOTING COMMON STOCK

WP-[_____]                                                  [_________] Warrants

                         LOCATEPLUS HOLDINGS CORPORATION

                              CUSIP ______________

     THIS CERTIFIES THAT ________________________________________________] or
registered assigns, is the registered holder of the number of Warrants (the
"Warrants") set forth above. Each Warrant entitles the holder thereof to
purchase from LocatePLUS Holdings Corporation, a corporation incorporated under
the laws of the state of Delaware (the "Company"), subject to the terms and
conditions set forth hereinafter and in the Warrant and Unit Agreement
hereinafter more fully described (the "Warrant Agreement"), at any time on or
before the close of business on __________, 2005 (the "Expiration Date"), one
fully paid and non-assessable share of Class A Voting Common Stock of the
Company (the "Class A Common Stock") upon presentation and surrender of this
Warrant Certificate, with the instructions for the registration and delivery of
Class A Common Stock filled in, at the stock transfer office in Portland, Oregon
of Transfer Online, Inc., Warrant Agent of the Company (the "Warrant Agent") or
of its successor warrant agent or, if there be no successor warrant agent, at
the corporate offices of the Company, and upon payment of the Exercise Price (as
defined in the Warrant Agreement) and any applicable taxes paid either in cash,
or by certified or official bank check, payable in lawful money of the United
States of America to the order of the Company.

     Each Warrant initially entitles the holder to purchase one share of Class A
Common Stock initially for $0.50. The number and kind of securities or other
property for which the Warrants are exercisable are subject to further
adjustment in certain events, such as mergers, splits, stock dividends,
recapitalizations and the like, to prevent dilution. All Warrants not
theretofore exercised will expire on _________, 2005.

     This Warrant Certificate is subject to all of the terms, provisions and
conditions of the Warrant Agreement, dated as of March __, 2002, between the
Company and the Warrant Agent, as amended, to all of which terms, provisions and
conditions the registered holder of this Warrant Certificate consents by
acceptance hereof. The Warrant Agreement is incorporated herein by reference and
made a part hereof and reference is made to the Warrant Agreement for a full
description of the rights, limitations of rights, obligations, duties and
immunities of the Warrant Agent, the Company and the holders of the Warrant
Certificates. Copies of the Warrant Agreement are available for inspection at
the stock transfer office of the Warrant Agent or may be obtained upon written
request addressed to the Company at LocatePLUS Holdings Corporation, 100
Cummings Center, Suite 235M, Beverly, Massachusetts 01915, Attention: Chief
Financial Officer.

     The Company shall not be required upon the exercise of the Warrants
evidenced by this Warrant Certificate to issue fractions of Warrants, Class A
Common Stock or other securities, but shall make adjustment therefor in cash on
the basis of the current market value of any fractional interest as provided in
the Warrant Agreement.
<PAGE>

     In certain cases, the sale of securities by the Company upon exercise of
Warrants would violate the securities laws of the United States, certain states
thereof or other jurisdictions. The Company has agreed to use all commercially
reasonable efforts to cause a registration statement to continue to be effective
during the term of the Warrants with respect to such sales under the Securities
Act of 1933, as amended, and to take such action under the laws of various
states as may be required to cause the sale of securities upon exercise to be
lawful, unless an exemption from registration is available. However, the Company
will not be required to honor the exercise of Warrants if, in the opinion of the
Board of Directors, upon advice of counsel, the sale of securities upon such
exercise would be unlawful. In certain cases, the Company may, but is not
required to, purchase Warrants submitted for exercise for a cash price equal to
the difference between the market price of the securities obtainable upon such
exercise and the exercise price of such Warrants.

     THIS WARRANT IS SUBJECT TO REPURCHASE BY THE COMPANY UPON 30 DAYS' WRITTEN
NOTICE TO THE HOLDER HEREOF FOR $0.001 PER WARRANT IN THE EVENT THAT THE CLOSING
BID FOR THE COMPANY'S CLASS A COMMON STOCK ON THE OVER THE COUNTER BULLETIN
BOARD IS $1.25 OR GREATER FOR A FIVE OR MORE CONSECUTIVE BUSINESS DAYS.

     This Warrant Certificate, with or without other Warrant Certificates, upon
surrender to the Warrant Agent, any successor warrant agent or, in the absence
of any successor warrant agent, at the corporate offices of the Company, may be
exchanged for another Warrant Certificate or Certificates evidencing in the
aggregate the same number of Warrants as the Warrant Certificate or Certificates
so surrendered. If the Warrants evidenced by this Warrant Certificate shall be
exercised in part, the holder hereof shall be entitled to receive upon surrender
hereof another Warrant Certificate or Certificates evidencing the number of
Warrants not so exercised.

     No holder of this Warrant Certificate, as such, shall be entitled to vote,
receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose whatever, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof or give or withhold consent to any corporate
action (whether upon any matter submitted to stockholders at any meeting
thereof, or give or withhold consent to any merger, recapitalization, issuance
of stock, reclassification of stock, change of par value or change of stock to
no par value, consolidation, conveyance or otherwise) or to receive notice of
meetings or other actions affecting stockholders (except as provided in the
Warrant Agreement) or to receive dividends or subscription rights or otherwise
until the Warrants evidenced by this Warrant Certificate shall have been
exercised and the Common Stock purchasable upon the exercise thereof shall have
become deliverable as provided in the Warrant Agreement.

     If this Warrant Certificate shall be surrendered for exercise within any
period during which the transfer books for the Company's Class A Common Stock or
other class of stock purchasable upon the exercise of the Warrants evidenced by
this Warrant Certificate are closed for any purpose, the Company shall not be
required to make delivery of certificates for shares purchasable upon such
transfer until the date of the reopening of said transfer books.

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<PAGE>

     Every holder of this Warrant Certificate by accepting the same consents and
agrees with the Company, the Warrant Agent, and with every other holder of a
Warrant Certificate that:

     (a) This Warrant Certificate is transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in the Warrant
Agreement; and

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

     The Company shall not be required to issue or deliver any certificate for
shares of Common Stock or other securities upon the exercise of Warrants
evidenced by this Warrant Certificate until any tax which may be payable in
respect thereof by the holder of this Warrant Certificate pursuant to the
Warrant Agreement shall have been paid, such tax being payable by the holder of
this Warrant Certificate at the time of surrender.

     This Warrant Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Warrant Agent.

     WITNESS the facsimile signatures of the proper officers of the Company and
its corporate seal.

Dated: ______________, 2002

                                       LOCATEPLUS HOLDINGS CORPORATION


                                       By: ________________________________
                                           Jon R. Latorella
                                           President and Chief Executive Officer



Attest: ____________________________
           Secretary

Countersigned

TRANSFER ONLINE, INC.



By: ________________________________
      Authorized Officer

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<PAGE>

                          FORM OF ELECTION TO PURCHASE

(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE THE WARRANTS IN
WHOLE OR IN PART)

To: LOCATEPLUS HOLDINGS CORPORATION

The undersigned Registered Holder

                      -------------------------------------
                     (Please insert Social Security or other
                   identification number of Registered Holder)

hereby irrevocably elects to exercise the right of purchase represented by the
within this Warrant Certificate for, and to purchase thereunder, _______________
shares of Common Stock provided for therein and tenders payment herewith to the
order of LocatePLUS Holdings Corporation in the amount of $________________. The
undersigned requests that certificates for such shares of Common Stock be issued
as follows:

Name:_______________________________________________________________
Address:____________________________________________________________
Deliver to:_________________________________________________________
Address:____________________________________________________________

and if said number of Warrants being exercised shall not be all the Warrants
evidenced by this Warrant Certificate, that a new Certificate for the balance of
such Warrants as well as the shares of Common Stock represented by this Warrant
Certificate be registered in the name of, and delivered to, the Registered
Holder at the address stated below:

Address:_____________________________________________________________
Dated:_____________, _______

Signature

                   ------------------------------------------
   (Signature must conform in all respects to the name of Registered Holder as
 specified in the case of this Warrant Certificate in every particular, without
                       alteration or any change whatever.)

Signature Guaranteed:

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The signature should be guaranteed by an eligible institution (Banks,
Stockbrokers, Savings and Loan Association and Credit Union with membership in
an approved signature Medallion Program), pursuant to S.E.C. Rule 17Ad-15.


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<PAGE>


                               FORM OF ASSIGNMENT

                       (TO BE SIGNED ONLY UPON ASSIGNMENT)

FOR VALUE RECEIVED, the undersigned Registered Holder


                            ------------------------
                                 (Please insert
                            Social Security or other
                            identification number of
                               Registered Holder)

hereby sells, assigns and transfers unto


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(Please Print Name and Address including Zip Code)

Warrants evidenced by the within Warrant Certificate, and irrevocably
constitutes and appoints

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Attorney to transfer this Warrant Certificate on the books of LocatePLUS
Holdings Corporation with the full power of substitution in the premises.

Dated:__________________, ________

Signature:

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(Signature must conform in all respects to the name of Registered Holder as
specified on the face of this Unit Certificate in every particular, without
alteration or any change whatsoever, and the signature must be guaranteed in the
usual manner.)

Signature Guaranteed:

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The signature should be guaranteed by an eligible institution (Banks,
Stockbrokers, Savings and Loan Association and Credit Union with membership in
an approved signature Medallion Program), pursuant to S.E.C. Rule 17Ad-15.


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