Exhibit 10.20

                          REGISTRATION RIGHTS AGREEMENT

     Registration  Rights  Agreement  (the  "Agreement"),  dated as of August 5,
2003,  by  and  between LocatePLUS Holdings 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., a Delaware limited partnership with its principal
office  at  312  Stuart  Street,  Boston,  MA  02116  (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:







SECTION  1.  DEFINITIONS.

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

     "Execution  Date"  means  the  date  first  written  above.

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

     "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.

"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.

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

     "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").

     "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.

     "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.


     SECTION  2.  REGISTRATION.

     (A)  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 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 20,000,000 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 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  calendar  days  after  the
Registration  Statement  for the Registrable Securities is declared effective by
the  SEC.


     SECTION  3.  RELATED  OBLIGATIONS.

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

     (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.


     SECTION  4.  OBLIGATIONS  OF  THE  HOLDERS.

     (A)  At least five 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).


     SECTION  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.


     SECTION  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 the Investor has requested
in  writing that the Company register or qualify the Shares ("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 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.

     (C)  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 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.

     (D)  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.

     (E)  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.

<PAGE>

     SECTION  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.


     SECTION  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.


SECTION  9.  NO  ASSIGNMENT  OF  REGISTRATION  RIGHTS.

     The  rights  under  this  Agreement  shall  not  be  assignable.


SECTION  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.


SECTION  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
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
     Telephone:     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 business days prior notice to the other party
of  any  change  in  address,  phone  number  or  facsimile  number.

     (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,  and  specifically  supercedes the Registration Rights Agreement, dated
June  6, 2003, by and between the parties.  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>

                                 SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT


     Agreed  as  of  the  date  first  written  above.

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



     By:/s/ Douglas  H.  Leighton
----------------------------------------------
     Douglas  H.  Leighton,  Managing  Member



LOCATEPLUS  HOLDINGS  CORPORATION



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