Exhibit 10.1

                        LOCATEPLUS HOLDINGS CORPORATION.
                            CHANNEL PARTNER AGREEMENT


This  Channel  Partner  Agreement  ("Agreement")  is  entered  into  effective
 January (month) 3 (day), 2005 (year)  ("Effective  Date") by and between
LOCATEPLUS  HOLDINGS CORPORATION., a Delaware Corporation ("LPLH") and Omni Data
Services,  Inc.  ("Partner").  LPLH and _Omni Data Services, Inc.__ are referred
to  in  this  Agreement  collectively  as  the  "Parties"  and individually as a
"Party."




1.     TERM.  The term of this Agreement ("Term") will commence on the Effective
Date  and  will terminate at the earlier of two years from the Effective date or
30 days after either Party provides written notice to the other of its intention
to  terminate  or  as  otherwise  provided  herein.

2.     ENGINEERING  SERVICES.  If  requested,  LPLH  will  perform  engineering
services  as  agreed  upon  and  as  set  forth  in Attachment 2, if applicable.

3.     INDIVIDUAL  REFERENCE SERVICES.  Upon request by Partner during the Term,
LPLH  will  provide  Partner with reporting services offered by LPLH. Certain of
the  services consist of providing criminal record reports ("Public Records") on
individuals ("Individuals") from Public Records compiled by LPLH ("Services") to
be  distributed  by  Partner  to  third  parties ("End-Users") for investigative
purposes.

4.     PERFORMANCE.  LPLH  will  perform  the Services in response to electronic
requests  provided  by  Partner  during  the term and in the manner specified by
LPLH.  Each  such  request  will  contain  sufficient  identifying  information
concerning  the individual about whom information is requested to enable LPLH to
perform  the  Services  and  will identify that the request is being made by the
Partner.

5.     METHOD  OFPERFORMANCE.  LPLH  will use commercially reasonable efforts to
provide the Services expeditiously.  Partner expressly agrees that use of LPLH's
Services  is  at Partner's sole risk. NEITHER LPLH NOR ITS EMPLOYEES, AFFILIATED
COMPANIES,  AGENTS, THIRD-PARTY INFORMATION PROVIDERS, OR THE LIKE, WARRANT THAT
LPLH'S  SERVICES  WILL  BE  UNINTERRUPTED  OR  ERROR  FREE; NOR DO THEY MAKE ANY
WARRANTY  AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF LPLH'S SERVICES
OR  AS  TO  THE ACCURACY, RELIABILITY, OR CONTENT OF ANY PUBLIC RECORDS OR OTHER
INFORMATION SERVICE CONTAINED IN OR PROVIDED THROUGH LPLH'S SERVICES, OTHER THAN
AS  EXPRESSLY  STATED  IN THIS CONTRACT IN THE SECTION HEADED "EXCLUSIVE LIMITED
WARRANTY."  UNDER  NO  CIRCUMSTANCES,  INCLUDING  NEGLIGENCE,  WILL  LPLH,  ITS
OFFICERS, AGENTS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING
LPLH  'S  SERVICES  BE  LIABLE  FOR  ANY  DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT MAY RESULT FROM THE USE OF OR
INABILITY  TO  USE  LPLH'S  SERVICES.

6.     ACCESS TO LPLH'S SERVERS.  All access to LPLH's Public Records by Partner
is via the Internet. Partner acknowledges that the Internet is neither owned nor
controlled  by  any  one  entity; and that therefore, LPLH can make no guarantee
that  any  given  user  will be able to access LPLH's servers at any given time.
LPLH  represents  that  it  will use commercially reasonable efforts to avoid or
minimize  service  interruption.

7.     TRIAL  ACCESS  TO  LPLH'S  SERVERS.  All  trial  access  to LPLH's Public
Records  by  Partner  is  via  the XML gateway. Partner will request from LPLH a
trial for each new customer and an approximate start and end of the trial period
in  writing.  Partner will work with LPLH to provide a list of itemized searches
and  reports  that  were  completed during the LPLH permitted trial period. LPLH
reserves  the  right  to  charge Partner for any usage above the mutually agreed
upon  trial  date of any customer. LPLH and Partner shall work together to limit
the  time  frame  of such test and trial period. Partner represents that it will
use  commercially  reasonable  efforts  to avoid prolonged trials in to the LPLH
database.

8.     EXCLUSIVE  LIMITED  WARRANTY.  LPLH  hereby warrants to Partner that LPLH
has  obtained the Public Records in a legitimate and lawful manner and that LPLH
will  use  commercially  reasonable  efforts  to confirm that the Public Records
information  delivered  to Partner hereunder will be accurate and reliable. LPLH
does  not  guarantee  the  accuracy  or  reliability  of such information.  THIS
WARRANTY  IS  THE  ONLY  WARRANTY  LPLH  GIVES  PARTNER  WITH  RESPECT  TO  SUCH
INFORMATION  AND  LPLH'S  SERVICES;  AND  SUCH  WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES,  EXPRESS  OR  IMPLIED, THAT LPLH MIGHT HAVE GIVEN PARTNER. LPLH DOES
NOT  WARRANT  THAT  ANY  OF  THE  PUBLIC  RECORDS CONTAINED IN THE NATIONAL DATA
REGISTRY  DATABASE,  OR  AS  REPORTED  BY  ANY  PUBLIC  AGENCY OR COURT IN THEIR
ORIGINAL  FORM,  ARE  CORRECT,  COMPLETE, CURRENT, PROPERLY ATTRIBUTED, PROPERLY
RECORDED,  PROPERLY  FILED, PROPERLY DOCKETED, LEGIBLE, OR OTHERWISE ACCURATE OR
USABLE  FOR  THE  PARTNER'S INTENDED PURPOSE.  Upon notification that any Public
Records  information  delivered to Partner fails to meet the foregoing warranty,
LPLH  will,  at its election and sole discretion, either (a) deliver replacement
Public Records information to Partner that conforms to the foregoing warranty or
(b)  refund  or  credit  to  Partner all amounts paid to LPLH for the particular
Public  Records  information  that  fails  to  meet the foregoing warranty.  THE
FOREGOING  ARE  PARTNER'S  SOLE  REMEDIES  FOR BREACH OF THE FOREGOING WARRANTY.
LPLH  WILL  NOT  BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS, REVENUES, OR
BUSINESS  OPPORTUNITIES, OR FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL,  EXEMPLARY,  OR  PUNITIVE  DAMAGES OF ANY KIND AS A RESULT OF ANY
BREACH  OF  THE  FOREGOING  WARRANTY.

9.     INDEMNIFICATION.   Partner will indemnify, defend, and hold LPLH harmless
from  or  against  any and all liabilities, damages, losses, costs, and expenses
including attorney fees arising out of or resulting from Partner's use of LPLH's
Services under this Agreement.  In particular, but without limiting the scope of
the foregoing indemnification, Partner will defend, hold harmless, and indemnify
LPLH  from and against all claims or actions asserted or brought against LPLH by
any  third party resulting from or arising out of any asserted: (a) violation by
Partner  of  the  Fair Credit Reporting Act (15 USC   1681, et seq.) ("FCRA") or
the  Fair Housing Act (42 USC   3601, et seq.) ("FHA"), as such are from time to
time  amended;  (b)  violation  by  Partner  of  comparable state laws governing
reporting of criminal records and other information on Individuals to End-Users;
(c)  violation  by  Partner of laws governing the disclosure of criminal records
provided  by  the  various  jurisdictions  to  LPLH;  or  (d) negligent, grossly
negligent, or intentional action or inaction by Partner relating to the Services
obtained  from  LPLH.

10.     FEES.  For  each response (excluding "no record" responses) to a request
for  Services  made  by  Partner,  LPLH  reserves  the  right  to charge Partner
according  to  LPLH's  standard  charges  for  the  requested  Services less any
applicable  discounts  in  effect  during  the Term.  LPLH reserves the right to
change  these  charges  at  any time upon 180 days written notice.  Attachment 1
sets  forth the standard fees and discounts for Partner's use of LPLH's Services
as  of  the  Effective  Date.

11.     TAXES.  Partner  will  be solely responsible for all federal, state, and
local  taxes  levied or assessed in connection with Partner's purchase or use of
LPLH's  Services.

12.     METHOD OF PAYMENT.   LPLH shall provide invoices to Partner on a monthly
basis for the monthly usage.  Partner shall pay such invoices within thirty (30)
days  of  the  invoice  date.  Partner  will review the invoices and notify LPLH
within  10  days  of  receipt  of  any amounts that it contends are incorrect or
unauthorized  Services  by  Partner  or its End-Users.  LPLH will credit against
Partner's  invoice  any  amounts  that  it  determines,  after  reasonable
investigation,  represent  incorrect  charges or unauthorized Services, provided
Partner (a) promptly notifies LPLH upon discovering any unauthorized Services or
billing  errors,  and  (b) cooperates with LPLH in identifying who requested any
claimed  unauthorized  Services and taking appropriate action to preclude future
unauthorized  requests.  Without limiting any of LPLH's remedies for non-payment
or late payment of invoices, it is agreed that invoices that are not paid within
sixty  (60)  days  of  the  due date will be subject to a late charge of one and
one-half  percent  (1.5%) per month (18% per year) or the maximum allowed by law
if  lower  than 18% per year.  If collection efforts are required, Partner shall
pay  all  costs  of  collection,  including  reasonable  attorneys'  fees.

13.     APPROPRIATE  PURPOSES.  Partner hereby acknowledges that the information
it  receives  from LPLH under this Agreement includes personal information about
Individuals.  While  such  information  is  derived from Public Records, Partner
recognizes  the  parties'  mutual  interest in Partner treating such information
responsibly.  Therefore,  Partner  will use its best efforts to ensure that such
information  is  not  misused or released to unauthorized persons by Partner and
its End-Users.  Partner will further require all of Partner's End Users to agree
to  use  the  information  contained  in the Public Records solely for legal and
appropriate  investigative  purposes  by  legitimate  businesses.

14.     COMPLIANCE  WITH  LAW.  In  performing  this  Agreement  and  in  using
information  provided  hereunder,  both  Parties  will  comply with all Federal,
State,  and  local  statutes,  regulations,  and  rules applicable to individual
reference  information in effect during the Term.  Partner represents that it is
experienced,  knowledgeable,  and  competent  in  providing criminal records for
investigative purposes in accordance with applicable law in all jurisdictions in
which  it  does  business.

15.     USE  OF  LPLH'S  PUBLIC  RECORDS.  Partner hereby certifies that it will
request  and  distribute  Public  Record information received from LPLH to third
parties  (End-Users)  solely  for said End-Users' use for non-FCRA investigative
purposes.

16.     COMPLIANCE  WITH  PARTNER'S  PROCEDURES.  Partner  agrees  to  conduct a
reasonably  diligent  investigation of its End-Users to satisfy itself that each
is  a  legitimate  business  and  has  a  legitimate and permissible purpose for
accessing  LPLH's  Public  Records database.  LPLH reserves the right to require
changes  or modifications in these procedures as needed by law.  Partner will be
given  120  -  days  written notice of such changes.  Partner agrees to full and
complete  audits  that  LPLH  may  deem  necessary  for  compliance  with  these
procedures  and  the  requirements of this Agreement upon ten days prior written
notice.

17.     CONFIDENTIAL  TREATMENT.  Partner  will  use  its best efforts to ensure
that  Individual  reference  information, including the Public Records in LPLH's
Public Records database, will be held in strict confidence and disclosed only to
its  employees  and/or  those of its End-Users whose duties reasonably relate to
the  legitimate business purposes for which the information is requested or used
and  to  no one else.  This restriction does not preclude Partner and authorized
End-Users  from  subsequently  obtaining  a  copy  of the original public record
identified  by  the  Services  from the applicable public repository in a lawful
manner  and  using  such  original  record  for  other  lawful  purposes.

18.     INTELLECTUAL  PROPERTY

A.     No  Licenses.  Partner  acknowledges  the  ownership  by  LPLH  of  the
copyrights  and  other  intellectual  property in the Services and products that
       --
LPLH  provides  under  this  Agreement.  Partner has no patent rights, copyright
interest,  or  other  rights,  claims  or interests with respect to the computer
programs,  forms,  manuals,  or  other proprietary items utilized or provided by
LPLH  in  connection  with  Services.

B.     Restrictions  on  Trademark Use.  Neither Party will use, or permit their
respective  employees,  agents, or subcontractors to use the trademarks, service
marks,  logos,  names,  or  any other designations of proprietary information or
designation of the other Party, whether registered or unregistered, without such
other  Party's  prior  written  consent.

C.     Ownership  of  Database.  Partner  acknowledges  that  LPLH  has expended
substantial  time,  effort, and funds to compile its Public Records database and
that  all  information contained in such database is and will continue to be the
exclusive  property  of LPLH. Nothing contained in this Agreement will be deemed
to  convey  to  Partner  any  right,  title,  or interest in LPLH Public Records
database  or  any  part  thereof.

19.     CONFIDENTIALITY.

A.     The  Parties  acknowledge  that  during  the  Term,  they  may  receive
information  from  the  other  Party that is proprietary and confidential.  Each
Party  will identify any such information by labeling it as "Confidential" at or
near  the time of disclosure.  The Party receiving confidential information from
the  other  will:  (a) maintain the confidentiality of such information with the
same  degree  of  care, and no less than reasonable care, as it uses for its own
proprietary  and confidential information, (b) limit access to such confidential
information  to  those  employees  and outside contractors who have the need for
such  information and are under a duty of confidentiality to that Party, (c) not
disclose  the  confidential  information  to any other person or entity, and (d)
will not use the confidential information for any purpose other than performance
of  its  business  under  this  Agreement.

B.     Among its other duties of confidentiality, Partner acknowledges that LPLH
has  expended  considerable  effort  and  expense  in  compiling the LPLH Public
Records  database.  Partner  agrees to not use information regarding LPLH Public
Records  database,  the  sources  of  the  compiled  data,  and  contract terms,
conditions,  and  pricing  for the purpose of establishing a competing screening
product.  Furthermore,  Partner  agrees  to  not  provide information about LPLH
Public  Records  database  to  competitors  of  LPLH  or  other companies in the
background  screening business, without written permission of LPLH.  Partner may
distribute  or sell background checks from LPLH Public Records database to other
companies  for  distribution  or  resale to End-Users, providing these resellers
comply  with  the  terms  of  this  Agreement.

20.     AMENDMENTS,  TERMINATION  AND  WAIVER

A.     Amendments.  This  Agreement  may  be  amended  at  any time, but only by
written  instrument  signed  by  both  Parties.

B.     Termination.  Either  party  may  terminate  this Agreement for the other
party's  breach  of  any  material  provision  of  this  Agreement; provided the
non-breaching  party  has  provided  the  party  in  breach  with written notice
specifying  such  breach  and the party in breach has failed to cure such breach
thirty  (30)  days  of  receipt  of  such notice.  Following termination of this
Agreement  for any reason, in no event shall Partner retain any information from
LPLH's  Public  Records database.  The foregoing notwithstanding, at LPLH's sole
option,  Partner  may  provide  written  certification  signed  by an officer of
Partner  that  all  such  Public  Record  information  have  been  destroyed.

C.     Accelerated  and  Unilateral  Termination  by  LPLH.  Notwithstanding the
notice  period  and  other requirements for termination in Section 18.b, without
limiting  any  other  remedies  to which LPLH may be entitled, LPLH reserves the
right  to  immediately  suspend  its  performance  under  this  Agreement and/or
terminate  this  Agreement  if  LPLH,  in  good  faith,  determines that (i) the
requirements  of any law have not been met; (ii) as a result of changes in laws,
regulations  or regulatory or judicial action, LPLH, in good faith believes that
the  requirements of any law or regulation will not be met; (iii) the use of the
Public Records or Services is the subject of litigation or threatened litigation
by  any  governmental  entity and/or is the subject of an adverse and documented
consumer  reaction related to consumer privacy issues; or (iv) LPLH discontinues
offering  the  Public  Records  or Services for the uses set forth herein.  LPLH
shall  promptly  provide  written  notification  to  Partner  of  such  action.

D.     Survival.  With  the exception of Sections 2, 3, 4, and 5, all provisions
of  this  Agreement  shall survive any termination of this Agreement.  Moreover,
any  termination  shall not relieve either Party of any royalties, fees or other
payments  due  to  the  other Party through the date of any such termination nor
affect  any  rights,  duties or obligations of either Party that accrue prior to
the effective date of any such termination.  The Parties' obligations and duties
of  indemnification,  compliance  with  law,  compliance  with  procedures,
intellectual  property,  confidentiality,  privacy,  compliance  with  law,  and
non-disclosure  described  herein will survive termination or expiration of this
Agreement.

E.     Waiver.   No  provision  of  this  Agreement will be considered waived by
LPLH  except  in writing by authorized officer or agent.  No waiver will prevent
LPLH  from  requiring  compliance  with this Agreement as to other provisions or
other  occasions.

21.     MISCELLANEOUS

A.     Status.  The  Parties  will  perform  their  obligations  hereunder  as
independent  contractors.  Nothing contained in this Agreement will be deemed to
create any association, partnership, joint venture, or relationship of principal
and  agent.  The  term  "Channel Partner" is used for marketing and convenience,
and  is  not  a  legal  term.

B.     Excusable  Delays.  Neither  Party  will  be  liable to the other for any
delay  or  failure  in  its  performance  of  any  of  the acts required by this
Agreement  when  such  delay  or failure arises beyond the reasonable control of
such  Party, including, without limitation, acts of God or public enemies, labor
disputes,  embargoes,  earthquakes,  rationing, acts of local, state or national
governments  or  public  agencies,  utility or communication failures or delays,
fire,  flood,  epidemics,  riots  and  strikes.

C.     Governing  Law.  This  Agreement  shall  be  governed by and construed in
accordance  with  the  laws  of  the Commonwealth of Massachusetts regardless of
conflicts  of  law  provisions thereof. The Parties agree to submit any dispute,
controversy  or  claim  arising  out  of or in relation to this Agreement or the
breach,  termination  or  invalidity  thereof,  be submitted, upon the demand of
either  Party,  for binding arbitration before one arbitrator in accordance with
the Commercial Arbitration Rules of the American Arbitration Association then in
force.  The  arbitration  will  take  place in Massachusetts.  The Parties agree
that  the  arbitration  award  and  any  matter  requiring  injunctive  or other
provisional  or emergency relief may be enforced in any court with jurisdiction,
and  consent  to  jurisdiction  and  venue  in  Massachusetts  courts  for  such
proceedings.  The  prevailing Party in any arbitration or court proceedings will
be  entitled  to  recover  its costs and expenses, including reasonable attorney
fees  and  the  arbitration  fees,  expenses,  and  arbitrator's  compensation.

D.     Severability.  If  any  provision of this Agreement will be determined to
be  unlawful  or unenforceable by binding arbitration or by a court of competent
jurisdiction,  then  such  provision  will  be  deemed  amended  to conform with
applicable laws or regulations or, if it cannot be so amended without materially
altering  the  intention of the parties, it will be stricken from this Agreement
and  every  other  provision  of  this  Agreement  will remain in full force and
effect.

E.     Assignment.  This Agreement will be binding upon and inure to the benefit
of  the  successors of each of the Parties hereto, but will not be assignable by
either  Party  without  the  prior  written  consent  of  the  other.

F.     Notice.  Any  notices  required  or  permitted  to  be  given  under this
Agreement  will  be  in  writing, addressed to the address set forth in the last
page of this Agreement or such subsequent address of which the Party is notified
in  the manner provided for in this section. Notices delivered by certified mail
or  by  any  transmission  or  electronic mail will constitute notice hereunder.

G.     No  Third  Parties.  Neither  this Agreement nor any provisions set forth
herein  are  intended  to,  or will, create any rights in or confer any benefits
upon  any  person  other  than  the  Parties  hereto.

H.     Complete  Agreement.  This  Agreement sets forth the entire understanding
of  the  Parties hereto with respect to the subject matter hereof and supercedes
all  prior  letters  of  intent,  agreements,  covenants,  arrangements,
communications,  representations, or warranties, whether oral or written, by any
officer,  employee,  or  representative  of  either  Party  relating  thereto.

IN  WITNESS  THEREOF,  Partner  and  LPLH  have each caused this Agreement to be
executed by their respective duly authorized representatives as of the Effective
Date.

LOCATEPLUS  HOLDINGS  CORPORATION        _PARTNER___

/s/Jon R. Latorella__________________     /s/ Kristy Chapman__________________
Signature                                 Signature

Jon  R.  Latorella_____________________   Kristy Chapman______________________

Print  or  Type  Name                     Print  or  Type  Name

_CEO________________________________      President___________________________
 ---
Title                                     Title

Addresses  for  Notices:
Mailing:  100  Cummings  Center,           542 HOPMEADOW ST
Ste  235M   Beverly,  MA  01915            SIMSBURY, CT 06070-2415
Fax:  (978)  524  -  8887     Fax:
Email:     Email:

_January 3, 2005_____________________     __January 3, 2005___________________
Date  Signed                              Date  Signed



<PAGE>

                                  ATTACHMENT 1
                                  ------------
                           TOCHANNEL PARTNER AGREEMENT
                           ---------------------------
                              Dated January 3, 2005
                              --------------------


This  shall  serve as an Attachment 1 (this "Attachment") to the Channel Partner
Agreement  (the  "Agreement")  between  Omni Data Services, Inc. ("Partner") and
LocatePLUS  Holdings  Corporation  ("LPLH")  dated  January  3,  2005.

The  parties  agree  as  follows:

The  Agreement and the terms, provisions, and definitions thereof shall continue
in full force and effect and are hereby incorporated herein in their entirety by
this  reference  thereto, except to the extent that the Agreement is modified by
this  Attachment.

I.     Access  to  Data: LPLH agrees to provide unlimited access to its XML data
stream.  The  monthly  charge  beginning February 1, 2005 will be *** per month.
This  charge  will  increase  to  ***  per  month  beginning  May  1,  2005.

III.     Payment  Terms:  LPLH  will provide an initial grace period of 120 from
completion  of its web site for payment, at which time monthly installments will
be  due  and  payable.




LOCATEPLUS  CORPORATION.                    Partner

By:_/s/ Jon R. Latorella_____________         By:_Kristy Chapman__________

Name:_Jon  R.  Latorella_____________         Name:_Kristy Chapman________

Title:_CEO_______________________             Title:_President_______________

Date:  _January  3,  2005___________          Date:___January 3, 2005___________





***          Information  redacted pursuant to a confidential treatment request.
An  unredacted  version  of  this  exhibit  has  been  filed separately with the
Commission.

<PAGE>


<PAGE>
                                  ATTACHMENT 2
                                  ------------
                           TOCHANNEL PARTNER AGREEMENT
                           ---------------------------
                              Dated January 3, 2005
                              --------------------

This  shall  serve as an Attachment 2 (this "Attachment") to the Channel Partner
Agreement  (the  "Agreement")  between  Omni Data Services, Inc. ("Partner") and
LocatePLUS  Holdings  Corporation  ("LPLH")  dated  January  3,  2005.
The  parties  agree  as  follows:

The  Agreement and the terms, provisions, and definitions thereof shall continue
in full force and effect and are hereby incorporated herein in their entirety by
this  reference  thereto, except to the extent that the Agreement is modified by
this  Attachment.

I.     Private  Label Website: LPLH agrees to build and maintain a private label
website  based on the specifications defined by Partner.  For the development of
the  web  site,  Partner  agrees  to  pay  a  flat  fee  ***.

III.     Payment  Terms: Partner agrees that upon completion of the development,
LPLH  shall  be  entitled  to  its full fee.  LPLH will provide an initial grace
period  of 120 from completion for payment, at which time 50% of the fee, or * *
*  will  be  due  and  payable.  The remaining balance will be due 180 days from
completion.




LOCATEPLUS  CORPORATION.                    Partner

By:_/s/ Jon R. Latorella_____________         By:_Kristy Chapman__________

Name:_Jon  R.  Latorella_____________         Name:_Kristy Chapman________

Title:_CEO_______________________             Title:_President_______________

Date:  _January  3,  2005___________          Date:___January 3, 2005___________





***          Information  redacted pursuant to a confidential treatment request.
An  unredacted  version  of  this  exhibit  has  been  filed separately with the
Commission.