Exhibit 10.15/A
                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------



     REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 2, 2003,
by and between LocatePLUS Holdign Corporation, a corporation organized under the
laws  of  State of Delaware, with its principal executive office at 100 Cummings
Center,  Suite  235M,  Beverly,  MA  01915 (the "Company"), and Dutchess Private
Equities  Fund,  L.P.  (the  "Investor").


     WHEREAS,  in  connection  with  the Investment Agreement by and between the
Company and the Investor of even date herewith (the "Investment Agreement"), the
Company  has agreed to issue and sell to the Investor an indeterminate number of
shares  of  the Company's Class A Voting Common Stock, par value $0.01 per share
(the  "Common  Stock"), to be purchased pursuant to the terms and subject to the
conditions  set  forth  in  the  Investment  Agreement;  and

     WHEREAS,  to  induce  the  Investor  to  execute and deliver the Investment
Agreement,  the  Company has agreed to provide certain registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable  state  securities  laws,  with respect to the shares of Common Stock
issuable  pursuant  to  the  Investment  Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  contained  hereinafter and other good and valuable consideration, the
receipt  and  sufficiency  of which are hereby acknowledged, the Company and the
Investor  hereby  agree  as  follows:


1.           DEFINITIONS.

     As  used  in  this  Agreement, the following terms shall have the following
meanings:

a.  "Execution  Date" means the date this Agreement and the Investment Agreement
are  signed  by  the  Company  and  the  Investor.

b.  "Holder"  means  Dutchess  Private  Equities  Fund, L.P., a Delaware limited
partnership.

c.   "Person"  means a corporation, a limited liability company, an association,
a  partnership,  an  organization,  a business, an individual, a governmental or
political  subdivision  thereof  or  a  governmental  agency.

d.  "Potential Material Event" means any of the following: (i) the possession by
the  Company  of  material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
Registration  Statement  would be detrimental to the business and affairs of the
Company, or (ii) any material engagement or activity by the Company which would,
in  the  good  faith  determination of the Board of Directors of the Company, be
adversely affected by disclosure in a Registration Statement at such time, which
determination shall be accompanied by a good faith determination by the Board of
Directors  of  the  Company  that the Registration Statement would be materially
misleading  absent  the  inclusion  of  such  information.

e.  "Principal  Market"  shall  mean  The  American  Stock  Exchange,  National
Association of Securities Dealer's, Inc. OTC electronic bulletin board, the BBX,
the  Nasdaq  National  Market  or  The  Nasdaq  SmallCap Market whichever is the
principal  market  on  which  the  Common  Stock  is  listed.

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f.  "Register,"  "Registered,"  and  "Registration"  refer  to  a  registration
effected  by  preparing  and  filing  one  or  more  Registration  Statements in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor  rule  providing  for offering securities on a continuous basis ("Rule
415"),  and  the  declaration  or ordering of effectiveness of such Registration
Statement(s)  by  the  United  States  Securities  and  Exchange Commission (the
"SEC").

g.  "Registrable  Securities"  means  (i)  the  shares of Common Stock issued or
issuable  pursuant  to  the Investment Agreement, and (ii) any shares of capital
stock issued or issuable with respect to such shares of Common Stock, if any, as
a  result  of  any  stock  split,  stock dividend, recapitalization, exchange or
similar  event  or otherwise, which have not been (x) included in a Registration
Statement  that  has  been  declared  effective  by  the  SEC  or (y) sold under
circumstances  meeting  all  of  the  applicable  conditions of Rule 144 (or any
similar  provision  then  in  force)  under  the  1933  Act.

h.  "Registration Statement" means a registration statement of the Company filed
under  the  1933  Act  covering  the  Registrable  Securities.

     All  capitalized  terms  used  in  this Agreement and not otherwise defined
herein  shall  have  the  same  meaning  ascribed  to  them as in the Investment
Agreement.

     2.     REGISTRATION.

a.     Mandatory Registration. On or before the execution of this Agreement, the
Company  shall  have provided a draft of the Registration Statement covering the
Registrable  Securities  to  the  Investor.  The  Company  shall,  as  soon  as
practicable,  but  not  later  than  fifteen  (15)  calendar  days following the
Execution  Date,  file  with  the  SEC  a Registration Statement or Registration
Statements  (as  is necessary) on Form SB-2 (or, if such form is unavailable for
such  a  registration,  on  such  other  form  as  is  available  for  such  a
registration),  covering  the resale of all of the Registrable Securities, which
Registration  Statement(s)  shall  state  that,  in  accordance  with  Rule  416
promulgated  under  the  1933  Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon  stock  splits, stock dividends or similar transactions.  The Company shall
initially  register  for resale 28,500,000 shares of Common Stock which would be
issuable on the date preceding the filing of the Registration Statement based on
the  closing bid price of the Company's Common Stock on such date and the amount
reasonably  calculated that represents Common Stock issuable to other parties as
set  forth  in  the  Investment  Agreement.

b.     The  Company  shall  use  commercially  reasonable  efforts  to  have the
Registration  Statement(s)  declared  effective  by  the  SEC within ninety (90)
calendar  days  after  the  Execution  Date.

c.     The  Company  agrees  not  to  include  any  other  securities  in  the
Registration  Statement  covering  the Registrable Securities without Investor's
prior  written  consent  which  Investor  may  withhold  in its sole discretion.
Furthermore,  the  Company  agrees  that it will not file any other Registration
Statement  for  other  securities,  until  thirty  (30)  calendar days after the
Registration  Statement  for the Registrable Securities is declared effective by
the  SEC.


     3.     RELATED  OBLIGATIONS.

     At such time as the Company is obligated to prepare and file a Registration
Statement  with  the  SEC

<PAGE>
pursuant  to  Section  2(a),  the  Company  will  effect the registration of the
Registrable  Securities  in  accordance  with the intended method of disposition
thereof  and,  with  respect  thereto,  the  Company  shall  have  the following
obligations:


a.          The  Company shall use commercially reasonable efforts to cause such
Registration  Statement  relating  to  the  Registrable  Securities  to  become
effective  within  ninety (90) days after the Execution Date and shall keep such
Registration  Statement  effective until the earlier to occur of (i) the date as
of  which  the  Holders  may  sell  all  of  the  Registrable Securities without
restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor
thereto)  or  (ii)  the  date  on  which (A) the Holders shall have sold all the
Registrable  Securities  and  (B)  the  Investor  has  no  right  to acquire any
additional  shares  of  Common  Stock  under  the  Investment  Agreement  (the
"Registration Period").  The Registration Statement (including any amendments or
supplements  thereto  and  prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be  stated therein, or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading. The Company shall respond
to all SEC comments within seven (7) business days from receipt of such comments
by  the  Company. The Company shall cause the Registration Statement relating to
the  Registrable Securities to become effective no later than three (3) business
days  after  notice from the SEC that the Registration Statement may be declared
effective.  The Holder agrees to provide all information which it is required by
law  to  provide to the Company, including the intended method of disposition of
the  Registrable Securities, and the Company's obligations set forth above shall
be  conditioned  on  the  receipt  of  such  information.

b.     The  Company  shall  prepare  and  file  with  the  SEC  such  amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  during  the Registration Period, and, during such period, comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities  of  the  Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance  with  the  intended  methods  of disposition by the Investor
thereof as set forth in such Registration Statement.  In the event the number of
shares  of  Common  Stock  covered by a Registration Statement filed pursuant to
this  Agreement  is  at  any  time  insufficient to cover all of the Registrable
Securities,  the  Company shall amend such Registration Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover all of the Registrable Securities, in each case, as soon as
practicable,  but  in  any  event  within  thirty  (30)  calendar days after the
necessity  therefor arises (based on the then Purchase Price of the Common Stock
and  other  relevant  factors  on  which the Company reasonably elects to rely),
assuming  the  Company  has sufficient authorized shares at that time, and if it
does  not,  within  thirty  (30) calendar days after such shares are authorized.
The  Company  shall  use commercially reasonable efforts to cause such amendment
and/or  new  Registration  Statement  to become effective as soon as practicable
following  the  filing  thereof.

c     The  Company shall furnish to the Holders whose Registrable Securities are
included  in any Registration Statement and its legal counsel without charge (i)
promptly  after the same is prepared and filed with the SEC at least one copy of
such  Registration  Statement  and any amendment(s) thereto, including financial
statements  and  schedules,  all documents incorporated therein by reference and
all  exhibits, the prospectus included in such Registration Statement (including
each  preliminary  prospectus)  and,  with  regards  to  such  Registration
Statement(s),  any  correspondence  by or on behalf of the Company to the SEC or
the staff of the SEC and any correspondence from the SEC or the staff of the SEC
to  the  Company  or  its  representatives,  (ii)  upon the effectiveness of any
Registration  Statement,  ten  (10)  copies  of  the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number  of  copies  as  the Holders may reasonably request) and (iii) such other
documents,

<PAGE>
including  copies  of  any  preliminary  or final prospectus, as the Holders may
reasonably  request  from time to time in order to facilitate the disposition of
the  Registrable  Securities.

d.     The Company shall use commercially reasonable efforts to (i) register and
qualify  the  Registrable  Securities  covered by a Registration Statement under
such  other securities or "blue sky" laws of such states in the United States as
any  Holder  reasonably  requests, (ii) prepare and file in those jurisdictions,
such  amendments  (including  post-effective amendments) and supplements to such
registrations  and  qualifications  as  may  be  necessary  to  maintain  the
effectiveness  thereof  during  the  Registration  Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect  at  all  times  during  the Registration Period, and (iv) take all other
actions  reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required  in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), or (y) subject itself to general taxation in any such
jurisdiction.  The  Company  shall  promptly  notify  each  Holder  who  holds
Registrable  Securities  of  the receipt by the Company of any notification with
respect  to  the  suspension  of the registration or qualification of any of the
Registrable  Securities  for sale under the securities or "blue sky" laws of any
jurisdiction  in  the  United  States  or  its  receipt  of actual notice of the
initiation  or  threatening  of  any  proceeding  for  such  purpose.

e.  As  promptly  as practicable after becoming aware of such event, the Company
shall notify each Holder in writing of the happening of any event as a result of
which  the  prospectus  included in a Registration Statement, as then in effect,
includes  an untrue statement of a material fact or omission to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light  of  the  circumstances  under  which  they  were made, not misleading
("Registration  Default")  and  use  all  diligent efforts to promptly prepare a
supplement  or  amendment  to  such  Registration  Statement  and take any other
necessary  steps  to cure the Registration Default, (which, if such Registration
Statement  is  on Form S-3, may consist of a document to be filed by the Company
with  the  SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as
defined below) and to be incorporated by reference in the prospectus) to correct
such  untrue  statement  or  omission,  and  deliver  ten  (10)  copies  of such
supplement  or  amendment to each Holder (or such other number of copies as such
Holder  may  reasonably  request).  The  Company shall also promptly notify each
Holder  in  writing  (i)  when  a  prospectus  or  any  prospectus supplement or
post-effective  amendment  has  been filed, and when a Registration Statement or
any  post-effective  amendment  has  become  effective  (notification  of  such
effectiveness  shall be delivered to each Holder by facsimile on the same day of
such  effectiveness  and  by overnight mail), (ii) of any request by the SEC for
amendments  or  supplements to a Registration Statement or related prospectus or
related  information,  (iii)  of  the  Company's reasonable determination that a
post-effective  amendment to a Registration Statement would be appropriate, (iv)
in  the  event  the  Registration  Statement  is  no longer effective or, (v) if
Registration  Statement  is stale as a result of the Company's failure to timely
file  its  financials  or  otherwise.

The  Company  acknowledges  that  its  failure  to cure the Registration Default
within  ten  (10)  business days will cause the Investor to suffer damages in an
amount that will be difficult to ascertain.  Accordingly, the parties agree that
it  is  appropriate  to include a provision for liquidated damages.  The parties
acknowledge  and  agree  that the liquidated damages provision set forth in this
section  represents the parties' good faith effort to quantify such damages and,
as  such,  agree  that  the  form  and  amount  of  such  liquidated damages are
reasonable  and  will  not  constitute  a  penalty.

It  is the intention of the parties that interest payable under any of the terms
of  this  Agreement  shall  not  exceed  the  maximum amount permitted under any
applicable law. If a law, which applies to this Agreement which sets the maximum
interest  amount, is finally interpreted so that the interest in connection with
this  Agreement  exceeds the permitted limits, then: (1) any such interest shall
be  reduced

<PAGE>
by  the  amount necessary to reduce the interest to the permitted limit; and (2)
any  sums already collected (if any) from the Company which exceed the permitted
limits  will  be  refunded to the Company.  The Investor may choose to make this
refund  by  reducing the amount that the Company owes under this Agreement or by
making a direct payment to the Company.  If a refund reduces the amount that the
Company  owes  the Investor, the reduction will be treated as a partial payment.
In  case  any  provision  of  this  Agreement  is  held  by a court of competent
jurisdiction  to  be  excessive  in scope or otherwise invalid or unenforceable,
such  provision shall be adjusted rather than voided, if possible, so that it is
enforceable  to the maximum extent possible, and the validity and enforceability
of the remaining provisions of this Agreement will not in any way be affected or
impaired  thereby.

f.  The  Company  shall  use  commercially  reasonable  efforts  to  prevent the
issuance  of  any  stop  order  or  other  suspension  of  effectiveness  of  a
Registration  Statement,  or  the  suspension of the qualification of any of the
Registrable  Securities  for  sale  in any jurisdiction and, if such an order or
suspension  is  issued,  to obtain the withdrawal of such order or suspension at
the  earliest  possible  moment  and to notify each Holder who holds Registrable
Securities  being sold of the issuance of such order and the  resolution thereof
or  its  receipt  of actual notice of the initiation or threat of any proceeding
for  such  purpose.

g.     The Company shall permit each Holder and one legal counsel, designated by
the  Holder,  to  review  and  comment  upon  a  Registration  Statement and all
amendments  and  supplements  thereto  at least seven (7) business days prior to
their  filing  with  the  SEC, and not file any document in a form to which such
counsel  reasonably  objects.  The Company shall not submit to the SEC a request
for  acceleration  of the effectiveness of a Registration Statement or file with
the  SEC a Registration Statement or any amendment or supplement thereto without
the  prior  approval  of  such counsel, which approval shall not be unreasonably
withheld.

h.     At  the request of any Holder, the Company shall cause to be furnished to
such  Holder,  on  the  date of the effectiveness of a Registration Statement, a
legal  opinion, in form and substance reasonably acceptable to Holder's counsel,
dated  as of such date, of counsel representing the Company for purposes of such
Registration  Statement.

i.     The  Company  shall  make  available for inspection by (i) any Holder and
(ii)  one firm of attorneys and one firm of accountants or other agents retained
by  the  Holders  (collectively, the "Inspectors"), at the Holders' expense, all
pertinent  financial  and  other  records, and pertinent corporate documents and
properties  of the Company (collectively, the "Records"), as shall be reasonably
deemed  necessary by each Inspector, and cause the Company's officers, directors
and  employees  to  supply  all  information  which any Inspector may reasonably
request;  provided, however, that each Inspector shall hold in strict confidence
and  shall  not make any disclosure (except to a Holder) or use of any Record or
other information which the Company determines in good faith to be confidential,
and  of  which  determination  the  Inspectors  are  so notified, unless (a) the
disclosure  of  such  Records is necessary to avoid or correct a misstatement or
omission  in  any Registration Statement or is otherwise required under the 1933
Act,  (b)  the  release  of  such  Records  is  ordered  pursuant  to  a  final,
non-appealable  subpoena  or  order from a court or government body of competent
jurisdiction,  or  (c)  the  information in such Records has been made generally
available  to  the  public  other than by disclosure in violation of this or any
other  agreement  of which the Inspector has knowledge.  Each Holder agrees that
it  shall,  upon  learning  that disclosure of such Records is sought in or by a
court  or  governmental  body  of competent jurisdiction or through other means,
give  prompt  notice  to  the  Company and allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order  for,  the  Records  deemed  confidential.

j.     The  Company  shall  hold  in  confidence  and not make any disclosure of
information concerning a Holder provided to the Company unless (i) disclosure of
such  information  is necessary to comply with federal or state securities laws,
(ii)  the  disclosure  of  such  information  is necessary to avoid or correct a

<PAGE>
misstatement  or  omission  in  any Registration Statement, (iii) the release of
such  information  is  ordered  pursuant  to  a  subpoena  or  other  final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information concerning a Holder is sought in or by a court or governmental
body  of  competent  jurisdiction  or  through  other means, give prompt written
notice  to  such  Holder  and  allow  such  Holder,  at the Holder's expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order  for,  such  information.

k.     The  Company  shall  use  commercially  reasonable  efforts  to  secure
designation  and  quotation  of  all  the  Registrable Securities covered by any
Registration  Statement on the Principal Market.  If, despite the Company's best
efforts,  the  Company  is unsuccessful in satisfying the preceding sentence, it
shall  use  commercially  reasonable  efforts  to  cause  all  the  Registrable
Securities  covered  by  any  Registration  Statement to be listed on each other
national  securities  exchange  and automated quotation system, if any, on which
securities of the same class or series issued by the Company are then listed, if
any,  if  the listing of such Registrable Securities is then permitted under the
rules  of  such  exchange  or  system.  If,  despite  the Company's commercially
reasonable  efforts, the Company is unsuccessful in satisfying the two preceding
sentences,  it  will use commercially reasonable efforts to secure the inclusion
for quotation on the Nasdaq SmallCap Market for such Registrable Securities and,
without  limiting  the  generality of the foregoing, to arrange for at least two
market  makers  to register with the National Association of Securities Dealers,
Inc. as such with respect to such Registrable Securities.  The Company shall pay
all  fees  and  expenses in connection with satisfying its obligation under this
Section  3(k).

l.     The  Company  shall  cooperate with the Investor to facilitate the prompt
preparation  and  delivery  of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement  and  enable such certificates to be in such denominations or amounts,
as  the  case  may  be,  as  the  Holders  may  reasonably  request.

m.     The  Company  shall  provide  a  transfer  agent  for all the Registrable
Securities not later than the effective date of the first Registration Statement
filed  pursuant  hereto.

n.     If  requested by the Holders, the Company shall (i) as soon as reasonably
practical  incorporate  in  a  prospectus supplement or post-effective amendment
such information as such Holders reasonably determine should be included therein
relating  to  the  sale  and  distribution of Registrable Securities, including,
without  limitation, information with respect to the offering of the Registrable
Securities  to  be sold in such offering; (ii) make all required filings of such
prospectus  supplement  or  post-effective  amendment as soon as notified of the
matters  to  be  incorporated  in  such  prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement
if  reasonably  requested  by  such  Holders.

o.     The  Company  shall  use  commercially  reasonable  efforts  to cause the
Registrable  Securities  covered  by the applicable Registration Statement to be
registered  with  or approved by such other governmental agencies or authorities
as  may  be  necessary  to  consummate  the  disposition  of  such  Registrable
Securities.

p.     The Company shall otherwise use commercially reasonable efforts to comply
with  all  applicable  rules  and  regulations of the SEC in connection with any
registration  hereunder.

q.     Within  one  (1)  business  day  after  the  Registration Statement which
includes  Registrable  Securities  is declared effective by the SEC, the Company
shall deliver to the transfer agent for such Registrable Securities, with copies
to the Investor, confirmation that such Registration Statement has been declared
effective  by  the  SEC.

<PAGE>

r.     At  or prior to the date of the first Put Notice (as that term is defined
in  the  Investment  Agreement)  and  at  such  other  times  as the Holders may
reasonably  request,  the  Company shall cause to be delivered, letters from the
Company's  independent certified public accountants (i) addressed to the Holders
that  such  accountants are independent public accountants within the meaning of
the  1933 Act and the applicable published rules and regulations thereunder, and
(ii) in customary form and covering such financial and accounting matters as are
customarily  covered  by  letters  of  independent  certified public accountants
delivered  to  underwriters  in  connection  with  public  offerings.

s.     The Company shall take all other reasonable actions necessary to expedite
and  facilitate disposition by the Holders of Registrable Securities pursuant to
a  Registration  Statement.

     4.     OBLIGATIONS  OF  THE  HOLDERS.

a.     At  least  five  (5)  calendar days prior to the first anticipated filing
date  of  a  Registration  Statement  the  Company  shall  notify each Holder in
writing  of  the  information the Company requires from each such Holder if such
Holder  elects  to  have any of such Holder's Registrable Securities included in
such  Registration  Statement.  It  shall  be  a  condition  precedent  to  the
obligations  of  the  Company  to  complete  the  registration  pursuant to this
Agreement with respect to the Registrable Securities of a particular Holder that
such  Holder  shall furnish in writing to the Company such information regarding
itself,  the  Registrable  Securities  held  by  it  and  the intended method of
disposition  of  the  Registrable  Securities  held by it as shall reasonably be
required  to  effect  the  registration of such Registrable Securities and shall
execute  such  documents in connection with such registration as the Company may
reasonably  request.  Each  Holder covenants and agrees that, in connection with
any  sale  of Registrable Securities by it pursuant to a Registration Statement,
it  shall  comply  with  the  "Plan  of  Distribution"  section  of  the current
prospectus  relating  to  such  Registration  Statement.

b.     Each  Holder,  by such Holder's acceptance of the Registrable Securities,
agrees  to  cooperate with the Company as reasonably requested by the Company in
connection  with  the  preparation  and  filing  of  any  Registration Statement
hereunder,  unless  such  Holder  has  notified  the  Company in writing of such
Holder's  election  to  exclude all of such Holder's Registrable Securities from
such  Registration  Statement.

c.     Each  Holder agrees that, upon receipt of written notice from the Company
of the happening of any event of the kind described in Section 3(f) or the first
sentence  of  3(e),  such  Holder  will  immediately  discontinue disposition of
Registrable  Securities  pursuant to any Registration Statement(s) covering such
Registrable  Securities  until  such  Holder's  receipt  of  the  copies  of the
supplemented  or  amended  prospectus  contemplated by Section 3(f) or the first
sentence  of  3(e).

     5.     EXPENSES  OF  REGISTRATION.

     All  expenses,  other than underwriting discounts and commissions and other
than  as  set  forth  in  the  Investment Agreement, incurred in connection with
registrations,  filings  or  qualifications  pursuant  to  Sections  2  and  3,
including,  without  limitation,  all  registration,  listing and qualifications
fees,  printing  and  accounting fees, and fees and disbursements of counsel for
the  Company  shall  be  paid by the Company; provided, however, that nothing in
this  Section  5  shall  obligate  the  Company  to  pay the expenses or fees of
Inspectors  or  counsel  to  the  Holders.

<PAGE>
     6.     INDEMNIFICATION.

     In  the  event  any  Registrable  Securities are included in a Registration
Statement  under  this  Agreement:


a.          To the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend each Holder who holds such Registrable
Securities,  the  directors,  officers,  partners,  employees,  counsel, agents,
representatives of, and each Person, if any, who controls, any Holder within the
meaning  of the 1933 Act or the Securities Exchange Act of 1934, as amended (the
"1934  Act"),  (each,  an  "Indemnified  Person"),  against  any losses, claims,
damages,  liabilities,  judgments,  fines, penalties, charges, costs, attorneys'
fees,  amounts  paid  in settlement or expenses, joint or several (collectively,
"Claims"),  incurred in investigating, preparing or defending any action, claim,
suit,  inquiry,  proceeding, investigation or appeal taken from the foregoing by
or  before any court or governmental, administrative or other regulatory agency,
body  or  the  SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may  become  subject  insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or  alleged  untrue  statement  of  a material fact in a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("Blue  Sky  Filing"),  or  the omission or alleged omission to state a
material  fact required to be stated therein or necessary to make the statements
therein,  in  light of the circumstances under which the statements therein were
made, not misleading, (ii) any untrue statement or alleged untrue statement of a
material  fact contained in the final prospectus (as amended or supplemented, if
the  Company  files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make  the statements made therein, in light of the circumstances under which the
statements  therein were made, not misleading, or (iii) any violation or alleged
violation  by  the  Company  of  the  1933  Act,  the  1934  Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant  to  a Registration Statement (the matters in the foregoing
clauses  (i)  through  (iii) being, collectively, "Violations").  Subject to the
restrictions  set  forth  in  Section  6(c)  with respect to the number of legal
counsel,  the  Company  shall  reimburse  the  Holders and each such controlling
person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any  such Claim. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based  upon  a  Violation  which  is  due  to  the inclusion in the Registration
Statement  of  the  information  furnished  in  writing  to  the  Company by any
Indemnified  Person  expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto; (ii)
shall not be available to the extent such Claim is based on (a) a failure of the
Holder  to  deliver or to cause to be delivered the prospectus made available by
the  Company  or  (b)  the  Indemnified  Person's use of an incorrect prospectus
despite  being  promptly advised in advance by the Company in writing not to use
such  incorrect prospectus;  (iii) any claims based on the manner of sale of the
Registrable Securities by the Holder or of the Holder's failure to register as a
dealer  under  applicable  securities  laws;  (iv) any omission of the Holder to
notify  the  Company  of  any  material  fact  that  should  be  stated  in  the
Registration  Statement  or  prospectus  relating to the Holder or the manner of
sale;  and (v) any amounts paid in settlement of any Claim if such settlement is
effected  without  the prior written consent of the Company, which consent shall
not  be  unreasonably  withheld.  Such  indemnity shall remain in full force and
effect  regardless of any investigation made by or on  behalf of the Indemnified
Person  and  shall  survive  the  resale  of  the  Registrable Securities by the
Holders  pursuant  to  the  Registration  Statement.

b.          In  connection  with any Registration Statement in which a Holder is
participating,  each  such Holder agrees to severally and not jointly indemnify,
hold  harmless  and  defend,  to  the  same  extent  and  in  the
c.
<PAGE>
same  manner  as  is  set  forth  in  Section  6(a),  the  Company,  each of its
directors,  each  of  its  officers  who  signs the Registration Statement, each
Person,  if  any, who controls the Company within the meaning of the 1933 Act or
the  1934  Act  and  the  Company's  agents  (collectively  and together with an
Indemnified  Person,  an  "Indemnified Party"), against any Claim or Indemnified
Damages  to  which  any of them may become subject, under the 1933 Act, the 1934
Act  or  otherwise, insofar as such Claim or Indemnified Damages arise out of or
are  based  upon  any  Violation,  in  each  case to the extent, and only to the
extent,  that  such  Violation  is  due  to  the  inclusion  in the Registration
Statement  of  the  written  information furnished to the Company by such Holder
expressly  for  use in connection with such Registration Statement; and, subject
to  Section  6(c),  such  Holder  will  reimburse  any  legal  or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  Claim;  provided,  however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section
7  shall not apply to amounts paid in settlement of any Claim if such settlement
is  effected  without  the  prior  written consent of such Holder, which consent
shall  not be unreasonably withheld; provided, further, however, that the Holder
shall  be  liable  under  this  Section  6(b) for only that amount of a Claim or
Indemnified  Damages  as  does  not  exceed the net proceeds to such Holder as a
result  of  the  sale  of  Registrable  Securities pursuant to such Registration
Statement.  Such  indemnity  shall remain in full force and effect regardless of
any  investigation  made  by  or  on  behalf of such Indemnified Party and shall
survive  the resale of the Registrable Securities by the Holders pursuant to the
Registration  Statement.  Notwithstanding  anything  to  the  contrary contained
herein,  the  indemnification  agreement  contained  in  this  Section 6(b) with
respect  to  any  preliminary  prospectus  shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in  the  preliminary  prospectus  were  corrected  on  a  timely  basis  in  the
prospectus,  as  then  amended  or supplemented.  This indemnification provision
shall  apply  separately  to  each Investor and liability hereunder shall not be
joint  and  several.

d.          Promptly after receipt by an Indemnified Person or Indemnified Party
under  this  Section 6 of notice of the commencement of any action or proceeding
(including  any  governmental  action  or  proceeding)  involving  a Claim, such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to  be  made against any indemnifying party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of  the  commencement  thereof, and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  control  of  the  defense  thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with the fees and expenses to be paid by the indemnifying party, if, in
the  reasonable  opinion  of  counsel  retained  by  the  Indemnified  Person or
Indemnified  Party,  the  representation by counsel of the Indemnified Person or
Indemnified  Party  and  the  indemnifying  party  would be inappropriate due to
actual  or  potential  differing  interests  between  such Indemnified Person or
Indemnified  Party  and  any  other  party  represented  by such counsel in such
proceeding.  The  indemnifying  party  shall  pay  for  only  one separate legal
counsel  for  the Indemnified Persons or the Indemnified Parties, as applicable,
and  such  counsel shall be selected by the Holders, if the Holders are entitled
to  indemnification  hereunder,  or  the Company, if the Company is  entitled to
indemnification  hereunder, as applicable.  The Indemnified Party or Indemnified
Person  shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall  furnish to the indemnifying party all information reasonably available to
the  Indemnified  Party  or  Indemnified  Person which relates to such action or
Claim.  The  indemnifying  party shall keep the Indemnified Party or Indemnified
Person  fully  appraised  at  all  times  as to the status of the defense or any
settlement  negotiations  with  respect thereto.  No indemnifying party shall be
liable  for  any  settlement of any action, claim or proceeding effected without
its  written  consent,  provided, however, that the indemnifying party shall not
unreasonably  withhold,  delay  or  condition its consent. No indemnifying party
shall,  without  the  consent  of  the  Indemnified Party or Indemnified Person,
consent  to  entry  of  any  judgment  or  enter  into  any  settlement or other
compromise
e.
<PAGE>
which  does  not  include  as  an  unconditional  term thereof the giving by the
claimant  or  plaintiff  to  such  Indemnified  Party or Indemnified Person of a
release  from all liability in respect to such Claim.  Following indemnification
as  provided  for  hereunder,  the indemnifying party shall be surrogated to all
rights  of the Indemnified Party or Indemnified Person with respect to all third
parties,  firms or corporations relating to the matter for which indemnification
has  been made.  The failure to deliver written notice to the indemnifying party
within  a  reasonable  time  of  the  commencement  of any such action shall not
relieve  such  indemnifying  party of any liability to the Indemnified Person or
Indemnified  Party  under  this  Section  6,  except  to  the  extent  that  the
indemnifying  party  is  prejudiced  in  its  ability  to  defend  such  action.

f.          The  indemnification  required  by  this  Section 6 shall be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense, as and when bills are received or Indemnified Damages are incurred.

g.          The  indemnity  agreements  contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (ii) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.

     7.     CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law; provided, however, that: (i) no
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6;  (ii)  no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received  by  such  seller  from  the  sale  of  such  Registrable  Securities.

     8.     REPORTS  UNDER  THE  1934  ACT.

     With  a  view  to  making available to the Holders the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the Holders to sell securities of the Company to
the  public  without  registration  ("Rule  144"),  the  Company  agrees  to:

a.     make and keep public information available, as those terms are understood
and  defined  in  Rule  144;

b.     file  with  the  SEC  in  a timely manner all reports and other documents
required  of  the  Company  under  the  1933 Act and the 1934 Act so long as the
Company  remains  subject to such requirements (it being understood that nothing
herein  shall  limit  the  Company's  obligations  under  Section  5(c)  of  the
Investment  Agreement)  and  the  filing  of such reports and other documents is
required  for  the  applicable  provisions  of  Rule  144;  and

c.     furnish  to  the Investor, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting requirements of Rule 144,
the  1933  Act  and  the  1934  Act,  (ii)  a  copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the  Company, and (iii) such other information as may be reasonably requested to
permit  the  Investor  to  sell  such  securities  pursuant  to Rule 144 without
registration.

<PAGE>
     9.     NO  ASSIGNMENT  OF  REGISTRATION  RIGHTS.

     The  rights  under  this  Agreement  shall  not  be  assignable.

     10.     AMENDMENT  OF  REGISTRATION  RIGHTS.

     Provisions  of  this Agreement may be amended only with the written consent
of  the  Company and Holders. No such amendment shall be effective to the extent
that  it  applies to less than all of the Holders of the Registrable Securities.

     11.     MISCELLANEOUS.

a.

     Any notices or other communications required or permitted to be given under
the  terms  of this Agreement must be in writing and will be deemed to have been
delivered  (i)  upon receipt, when delivered personally; (ii) upon receipt, when
sent  by  facsimile  (provided a confirmation of transmission is mechanically or
electronically  generated  and  kept on file by the sending party); or (iii) one
(1)  day  after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same.  The addresses
and  facsimile  numbers  for  such  communications  shall  be:

If  to  the  Company:


     LocatePLUS  Holdings  Corporation
James  Fields,  Vice  President,  Finance  and  Acting  Chief  Financial Officer
100  Cummings  Center,  Suite  235M
Beverly,  MA  01915
     Telephone:     978-921-2727
     Facsimile:     978-524-8767

With  Copy  to:

     Kirkpatrick  &  Lockhart
     75  State  St.
     Boston,  MA  02109
     Attn:  Jeffrey  Donohue
     Phone:  617-261-3100
     Facsimile:  617-261-3175


If  to  the  Investor:

     Dutchess  Private  Equities  Fund,  LP
     312  Stuart  St,  Third  Floor
     Boston,  MA  02116
     Telephone:  617-960-3570
     Facsimile:  617-960-3772

     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

<PAGE>

b.     Failure of any party to exercise any right or remedy under this Agreement
or  otherwise, or delay by a party in exercising such right or remedy, shall not
operate  as  a  waiver  thereof.

c.     The  laws  of  the  Commonwealth of Massachusetts shall govern all issues
arising  from  or  related to this Agreement without regard to the principles of
conflict  of  laws.  Each  party  hereby  irrevocably  submits  to the exclusive
jurisdiction  of  the  state  and  federal courts sitting in the City of Boston,
County  of  Suffolk,  for  the  adjudication  of  any  dispute  hereunder  or in
connection  herewith  or  with  any transaction contemplated hereby or discussed
herein,  and  hereby  irrevocably  waives, and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that  it  is  not personally subject to the
jurisdiction  of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each  party hereby irrevocably waives personal service of process and
consents  to  process  being  served  in  any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service  of process and notice thereof. Nothing contained herein shall be deemed
to  limit  in any way any right to serve process in any manner permitted by law.
If  any  provision  of  this  Agreement shall be invalid or unenforceable in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity  or  enforceability  of  any  provision  of this Agreement in any other
jurisdiction.

d.     This  Agreement  and  the  Transaction  Documents  constitute  the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof.  There are no restrictions, promises, warranties or undertakings, other
than  those  set  forth  or  referred  to  herein  and  therein.

e.     This  Agreement  and  the  Transaction  Documents  supersede  all  prior
agreements  and  understandings  among  the  parties  hereto with respect to the
subject  matter  hereof  and  thereof.

f.     The  headings in this Agreement are for convenience of reference only and
shall  not  limit  or otherwise affect the meaning hereof.  Whenever required by
the  context  of  this  Agreement,  the  singular  shall  include the plural and
masculine  shall include the feminine.  This Agreement shall not be construed as
if  it had been prepared by one of the parties, but rather as if all the parties
had  prepared  the  same.

g.     This  Agreement  may  be  executed in two or more identical counterparts,
each  of which shall be deemed an original but all of which shall constitute one
and  the  same  agreement.  This  Agreement,  once  executed  by a party, may be
delivered  to the other party hereto by facsimile transmission of a copy of this
Agreement  bearing  the  signature  of  the  party so delivering this Agreement.

h.     Each  party  shall do and perform, or cause to be done and performed, all
such  further  acts  and  things,  and  shall execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.

<PAGE>

IN  WITNESS  WHEREOF, the parties have caused this Registration Rights Agreement
to  be  duly  executed  as  of  the  day  and  year  first  above  written.





LocatePLUS  Holdings  Corporation

By:     _/s/  Jon  R.  Latorella___________
         -----------------------
Name:  Jon  R.  Latorella
Title:     CEO






DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
BY  ITS  GENERAL  PARTNER  DUTCHESS
CAPITAL  MANAGEMENT,  LLC



By:          /s/Douglas  H.  Leighton
             ------------------------
Name:  Douglas  H.  Leighton
Title:    A  Managing  Member