ADDENDUM

THIS ADDENDUM ("ADDENDUM"), TO THE DEBENTURE NUMBER JULY 2006 101 DATED JULY 21,
2006 (THE "JULY DEBENTURE") BETWEEN DUTCHESS PRIVATE EQUITIES FUND, LP
("DUTCHESS") AND LOCATE PLUS HOLDINGS, INC. (THE "COMPANY"), AND TO THE
DEBENTURE NUMBER DECEMBER 2005 101 DATED DECEMBER 29, 2005, (THE "DECEMBER
DEBENTURE") BY AND BETWEEN THE PARTIES TO THE DEBENTURES, THE COMPANY AND
DUTCHESS PRIVATE EQUITIES FUND, II, LP ("DUTCHESS II"), IS MADE THIS 18TH DAY OF
OCTOBER, 2006.

WHEREAS,  it  is  in  the  best  interest  of  both  parties  to facilitate (the
"Facilitation")  the  amendments  in  connection  with  the Previous Agreements.

NOW,  THEREFORE,  in  consideration  of  the  premises  and mutual covenants and
agreements  set  forth  herein  and  in  reliance  upon  the representations and
warranties  contained  herein, the parties hereto covenant and agree as follows:

1.     Amendment  to the July Debenture Agreement.  The July Debenture Agreement
       ------------------------------------------
is  hereby  amended  to  DELETE  in  its  entirety  the  Article  3.2  (c)  and
contemporaneously  the  Debenture  Agreement  is  hereby  amended  to INSERT the
following  paragraph  as  the  amended  Article  3.2  (c):

     Conversion  Rate.  Holder  is  entitled  to convert the Face Amount of this
Debenture,  plus  accrued  interest and penalties, anytime following the Closing
Date,  at  the  lower  of  1) seventy cents ($.70) per share; or 2) seventy-five
percent  (75%)  of  the  lowest closing bid price of the common stock during the
past  twenty  (20) trading days prior to a Conversion (each hereinafter referred
to  as  the  "Conversion  Price").  No  fractional  shares or scrip representing
fractions  of  shares  will  be  issued  on conversion, but the number of shares
issuable  shall  be  rounded up, as the case may be, to the nearest whole share.
The  Holder  shall  retain  all rights of conversions during any partial trading
days.

Any  such  reference  made  in  the July Debenture Agreement and the Transaction
Documents  (as  defined in the July Debenture), to the Fixed Conversion Price or
the  Conversion  Price,  shall  refer  to the amended Section 3.2 (c), described
herein.

2.     Amendment  to  the  December Debenture Agreement.  The December Debenture
       ------------------------------------------------
Agreement  is  hereby  amended to DELETE in its entirety the Article 3.2 (c) and
contemporaneously  the  Debenture  Agreement  is  hereby  amended  to INSERT the
following  paragraph  as  the  amended  Article  3.2  (c):

     Conversion  Rate.  Holder  is  entitled  to convert the Face Amount of this
Debenture,  plus  accrued  interest and penalties, anytime following the Closing
Date,  at  the  lower  of  1) seventy cents ($.70) per share; or 2) seventy-five
percent  (75%)  of  the  lowest closing bid price of the common stock during the
past  twenty  (20) trading days prior to a Conversion (each hereinafter referred
to  as  the  "Conversion  Price").  No  fractional  shares or scrip representing
fractions  of  shares  will  be  issued  on conversion, but the number of shares
issuable  shall  be  rounded up, as the case may be, to the nearest whole share.
The  Holder  shall  retain  all rights of conversions during any partial trading
days.

Any  such reference made in the December Debenture Agreement and the Transaction
Documents  (as defined in the December Debenture), to the Fixed Conversion Price
or  the  Conversion Price, shall refer to the amended Section 3.2 (c), described
herein.

3.     No  other terms, rights or provisions of the Transaction Documents are or
should  be  considered  to have been modified by the terms of this Amendment and
each  party  retains  all  other  rights,  obligations,  privileges  and  duties
contained  in  the  July  Debenture  and  December Debenture and the Transaction
Documents  that  correspond  respectively  to  the  Debentures.

Agreed  and Accepted, and duly authorized to sign, on this 18th day of October ,
2006


By  Dutchess:  /s/ Douglas  H.  Leighton
               Douglas  H.  Leighton,  Managing  Director

By Dutchess II: /s/ Douglas  H.  Leighton
                 Douglas  H.  Leighton,  Managing  Director


By  Company: /s/ James C. Fields
              James  Fields,  CFO