SECURITY AGREEMENT
                               ------------------

THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as
of December 29, 2005, by and between LocatePlus Holdings Corporation, a Delaware
corporation  with its principal place of business located at 100 Cummings Center
#235M
Beverly,  MA  01915  (the "Company"), and the Dutchess Private Equities Fund, LP
(the  "Secured  Party").

WHEREAS,  the  Company shall issue and sell to the Secured Party, as provided in
the  Debenture  Agreement  of  even  date  herewith  between the Company and the
Secured  Party (the "Debenture Agreement"), and the Secured Party shall purchase
up  to  One  Million  Five  Hundred  Thousand  Dollars  ($1,500,000)  of secured
Debentures  (the  "Debentures"),  which  shall be convertible into shares of the
Company's  common stock, par value $0.01 (the "Common Stock") (as converted, the
"Conversion  Shares")  in  the respective amounts set forth opposite each Holder
name  on  Questionnaire  attached  to  the  Subscription  Agreement  ("Holder");

WHEREAS,  to induce the Secured Party to enter into the transaction contemplated
by  the  Debenture  Agreement,  the Company hereby grants to the Secured Party a
security interest in and to the pledged property identified on Exhibit A hereto,
(collectively  referred  to as the "Pledged Property") until the satisfaction of
the  Obligations,  as  defined  herein  below.

WHEREAS,  the  Secured Party recognizes that this Agreement shall be subordinate
to  the current landlord of the Company, Cummings Properties, Inc.  In the event
Cummings  Properties relinquishes part or its entire claim, this Agreement shall
take  first  position.

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein
contained,  and  for  other  good  and  valuable consideration, the adequacy and
receipt  of  which  are  hereby acknowledged, the parties hereto hereby agree as
follows:

ARTICLE  1.   DEFINITIONS  AND  INTERPRETATIONS
              ---------------------------------

Section  1.1.  Recitals.

The  above  recitals  are true and correct and are incorporated herein, in their
entirety,  by  this  reference.

Section  1.2.  Interpretations.

Nothing  herein expressed or implied is intended or shall be construed to confer
upon any person other than the Secured Party any right, remedy or claim under or
by  reason  hereof.

Section  1.3.  Obligations  Secured.

The  obligations  secured  hereby are any and all obligations of the Company now
existing  or  hereinafter incurred to the Secured Party, whether oral or written
and  whether  arising  before,  on  or after the date hereof, including, without
limitation,  those  obligations  of  the Company to the Secured Party under this
Agreement,  the  Transaction  Documents,  and any other amounts now or hereafter
owed  to the Secured Party by the Company thereunder or hereunder (collectively,
the  "Obligations").

ARTICLE  2.   PLEDGED  COLLATERAL, ADMINISTRATION OF COLLATERAL  AND TERMINATION
              ------------------------------------------------------------------
OF  SECURITY  INTEREST
 ---------------------

Section  2.1.  Pledged  Property.

(a)  Company  hereby  pledges  to  the Secured Party, and creates in the Secured
Party  for  its benefit, a security interest for such time until the Obligations
are  paid  in full, in and to all of the property of the Company as set forth in
Exhibit  "A" attached hereto (collectively, the "Pledged Property"): The Pledged
Property,  as set forth in Exhibit "A" attached hereto, and the products thereof
and  the  proceeds of all such items are hereinafter collectively referred to as
the  "Pledged  Collateral."

     (b)  Simultaneously  with the execution and delivery of this Agreement, the
Company  shall  make,  execute,  acknowledge,  file,  record  and deliver to the
Secured Party any documents reasonably requested by the Secured Party to perfect
its security interest in the Pledged Property. Simultaneously with the execution
and delivery of this Agreement, the Company shall make, execute, acknowledge and
deliver  to the Secured Party such documents and instruments, including, without
limitation,  financing statements, certificates, affidavits and forms as may, in
the Secured Party's reasonable judgment, be necessary to effectuate, complete or
perfect, or to continue and preserve, the security interest of the Secured Party
in  the  Pledged  Property,  and the Secured Party shall hold such documents and
instruments  as  secured  party,  subject  to the terms and conditions contained
herein.

Section  2.2.  Rights;  Interests;  Etc.

     (a)  So  long  as  no  Event of Default (as hereinafter defined) shall have
occurred  and  be  continuing:
     (i) the Company shall be entitled to exercise any and all rights pertaining
to  the  Pledged  Property  or any part thereof for any purpose not inconsistent
with  the  terms  hereof;  and

     (ii)  the  Company  shall  be  entitled  to  receive and retain any and all
payments  paid  or  made  in  respect  of  the  Pledged  Property.

     (b)  Upon the occurrence and during the continuance of an Event of Default:
     (i)  All  rights  of  the  Company  to  exercise  the rights which it would
otherwise  be  entitled  to exercise pursuant to Section 2.2(a)(i) hereof and to
receive  payments  which  it would otherwise be authorized to receive and retain
pursuant  to  Section  2.2(a)(ii) hereof shall be suspended, and all such rights
shall  thereupon become vested in the Secured Party who shall thereupon have the
sole right to exercise such rights and to receive and hold as Pledged Collateral
such  payments;  provided,  however,  that  if  the  Secured  Party shall become
entitled  and  shall  elect  to  exercise  its  right  to realize on the Pledged
Collateral  pursuant  to  Article  5  hereof, then all cash sums received by the
Secured  Party, or held by Company for the benefit of the Secured Party and paid
over  pursuant  to  Section  2.2(b)(ii)  hereof,  shall  be  applied against any
outstanding  Obligations;  and,
(ii)  All interest, dividends, income and other payments and distributions which
are  received  by  the  Company contrary to the provisions of  Section 2.2(b)(i)
hereof shall be received in trust for the benefit of the Secured Party, shall be
segregated  from  other property of the Company and shall be forthwith paid over
to  the  Secured  Party;  or
(iii)  The  Secured Party in its sole discretion shall be authorized to sell any
or  all of the Pledged Property at public or private sale in order to recoup all
of  the  outstanding  principal  plus  accrued  interest  owed  pursuant  to the
Convertible  Debenture  as  described  herein
     (c) An Event of Default hereunder shall be deemed to occur upon an Event of
Default  under  Article  6  of  the  Convertible  Debentures.

ARTICLE  3.  ATTORNEY-IN-FACT;  PERFORMANCE
             ------------------------------

Section  3.1.  Secured  Party  Appointed  Attorney-In-Fact.

Upon  the  occurrence  of  an  Event of Default, the Company hereby appoints the
Secured  Party  as  its  attorney-in-fact,  with full authority in the place and
stead  of  the Company and in the name of the Company or otherwise, from time to
time  in  the  Secured  Party's discretion to take any action and to execute any
instrument  which  the Secured Party may reasonably deem necessary to accomplish
the  purposes  of  this Agreement, including, without limitation, to receive and
collect all instruments made payable to the Company representing any payments in
respect of the Pledged Collateral or any part thereof and to give full discharge
for  the  same.  The  Secured  Party  may  demand, collect, receipt for, settle,
compromise,  adjust,  sue  for, foreclose, or realize on the Pledged Property as
and  when the Secured Party may determine. To facilitate collection, the Secured
Party may notify account debtors and obligors on any Pledged Property or Pledged
Collateral  to  make  payments  directly  to  the  Secured  Party.

Section  3.2.  Secured  Party  May  Perform.

If  the  Company  fails  to  perform any agreement contained herein, the Secured
Party,  at  its  option,  may  itself  perform,  or  cause  performance of, such
agreement,  and  the  expenses  of  the  Secured  Party  incurred  in connection
therewith shall be included in the Obligations secured hereby and payable by the
Company  under  Section  8.3.

ARTICLE  4.  REPRESENTATIONS  AND  WARRANTIES
             --------------------------------

Section  4.1.  Authorization;  Enforceability.

Each  of the parties hereto represents and warrants that it has taken all action
necessary to authorize the execution, delivery and performance of this Agreement
and  the transactions contemplated hereby; and upon execution and delivery, this
Agreement  shall  constitute  a  valid  and binding obligation of the respective
party,  subject to applicable bankruptcy, insolvency, reorganization, moratorium
and  similar laws affecting creditors' rights or by the principles governing the
availability  of  equitable  remedies.

Section  4.2.  Ownership  of  Pledged  Property.

The Company warrants and represents that it is the legal and beneficial owner of
the  Pledged  Property  free and clear of any lien, security interest, option or
other  charge  or  encumbrance.

ARTICLE  5.   DEFAULT;  REMEDIES;  SUBSTITUTE  COLLATERAL
              -------------------------------------------

Section  5.1.  Default  and  Remedies

(a)  If an Event of Default occurs, then in each such case the Secured Party may
declare  the  Obligations  to  be  due  and  payable immediately, by a notice in
writing  to  the  Company,  and upon any such declaration, the Obligations shall
become  immediately  due  and  payable.  If  an  Event  of Default occurs and is
continuing  for  the  period  set  forth  therein,  then  the  Obligations shall
automatically  become  immediately  due and payable without declaration or other
act  on  the  part  of  the  Secured  Party.

     (b)  Upon  the  occurrence of an Event of Default, the Secured Party shall:
(i)  be  entitled  to  receive  all  distributions  with  respect to the Pledged
Collateral,  (ii)  to cause the Pledged Property to be transferred into the name
of  the  Secured Party or its nominee, (iii) to dispose of the Pledged Property,
and (iv) to realize upon any and all rights in the Pledged Property then held by
the  Secured  Party.

Section  5.2.  Method  of  Realizing  Upon the Pledged Property: Other Remedies.

Upon  the  occurrence  of  an  Event  of  Default, in addition to any rights and
remedies  available  at  law or in equity, the following provisions shall govern
the  Secured  Party's  right  to  realize  upon  the  Pledged  Property:

     (a) Any item of the Pledged Property may be sold for cash or other value in
any  number  of lots at brokers board, public auction or private sale and may be
sold  without  demand,  advertisement  or  notice (except that the Secured Party
shall give the Company ten (10) days' prior written notice of the time and place
or  of  the  time  after  which a private sale may be made (the "Sale Notice")),
which  notice period is hereby agreed to be commercially reasonable. At any sale
or sales of the Pledged Property, the Company may bid for and purchase the whole
or  any part of the Pledged Property and, upon compliance with the terms of such
sale,  may  hold, exploit and dispose of the same without further accountability
to  the  Secured  Party.  The  Company  will execute and deliver, or cause to be
executed  and  delivered,  such  instruments,  documents,  assignments, waivers,
certificates,  and  affidavits  and  supply or cause to be supplied such further
information  and  take such further action as the Secured Party reasonably shall
require  in  connection  with  any  such  sale.

     (b)  Any cash being held by the Secured Party as Pledged Collateral and all
cash  proceeds  received by the Secured Party in respect of, sale of, collection
from,  or other realization upon all or any part of the Pledged Collateral shall
be  applied  as  follows:
     (i)  to  the  payment of all amounts due the Secured Party for the expenses
reimbursable  to  it  hereunder  or  owed  to it pursuant to Section 8.3 hereof;
(ii)  to  the  payment  of  the  Obligations  then  due  and  unpaid.
(iii) the balance, if any, to the person or persons entitled thereto, including,
without  limitation,  the  Company.

     (c)  In  addition to all of the rights and remedies which the Secured Party
may  have  pursuant  to  this Agreement, the Secured Party shall have all of the
rights  and remedies provided by law, including, without limitation, those under
the  Uniform  Commercial  Code.
     (i)  If the Company fails to pay such amounts due upon the occurrence of an
Event  of  Default  which  is continuing, then the Secured Party may institute a
judicial  proceeding  for  the  collection  of  the  sums so due and unpaid, may
prosecute  such  proceeding to judgment or final decree and may enforce the same
against  the Company and collect the monies adjudged or decreed to be payable in
the  manner  provided  by law out of the property of Company, wherever situated.
(ii)  The  Company  agrees  that  it  shall  be  liable for any reasonable fees,
expenses and costs incurred by the Secured Party in connection with enforcement,
collection  and  preservation  of  the Transaction Documents, including, without
limitation, reasonable legal fees and expenses, and such amounts shall be deemed
included  as  Obligations secured hereby and payable as set forth in Section 8.3
hereof.

Section  5.3.  Proofs  of  Claim.

In  case  of  the  pendency  of  any  receivership,  insolvency,  liquidation,
bankruptcy,  reorganization,  arrangement,  adjustment,  composition  or  other
judicial proceeding relating to the Company or the property of the Company or of
such  other obligor or its creditors, the Secured Party (irrespective of whether
the  Obligations  shall  then  be  due  and  payable  as therein expressed or by
declaration  or  otherwise  and  irrespective of whether the Secured Party shall
have made any demand on the Company for the payment of the Obligations), subject
to  the rights of Previous Security Holders, shall be entitled and empowered, by
intervention  in such proceeding or otherwise: (i) to file and prove a claim for
the  whole  amount of the Obligations and to file such other papers or documents
as  may  be  necessary  or  advisable in order to have the claims of the Secured
Party  (including any claim for the reasonable legal fees and expenses and other
expenses  paid  or  incurred by the Secured Party permitted hereunder and of the
Secured  Party  allowed  in  such  judicial proceeding), and (ii) to collect and
receive  any  monies or other property payable or deliverable on any such claims
and  to  distribute  the  same;  and any custodian, receiver, assignee, trustee,
liquidator,  sequestrator  or  other  similar  official  in  any  such  judicial
proceeding  is  hereby  authorized by the Secured Party to make such payments to
the  Secured Party and, in the event that the Secured Party shall consent to the
making  of  such  payments  directed to the Secured Party, to pay to the Secured
Party  any  amounts  for  expenses  due  it  hereunder.

Section  5.4.  Duties  Regarding  Pledged  Collateral.

The  Secured  Party shall have no duty as to the collection or protection of the
Pledged  Property  or any income thereon or as to the preservation of any rights
pertaining  thereto,  beyond  the safe custody and reasonable care of any of the
Pledged  Property  actually  in  the  Secured  Party's  possession  or under its
control.

ARTICLE  6.  AFFIRMATIVE  COVENANTS
             ----------------------

The  Company  covenants  and  agrees  that,  from  the date hereof and until the
Obligations  have  been fully paid and satisfied, unless the Secured Party shall
consent  otherwise  in  writing  (as  provided  in  Section  8.4  hereof):

Section  6.1.  Existence,  Properties,  Etc.

     (a)  The Company shall do, or cause to be done, all things, or proceed with
due  diligence  with  any  actions  or courses of action, that may be reasonably
necessary  (i)  to maintain Company's due organization, valid existence and good
standing  under the laws of its state of incorporation, and (ii) to preserve and
keep  in full force and effect all qualifications, licenses and registrations in
those  jurisdictions in which the failure to do so could have a Material Adverse
Effect  (as  defined  below);  and  (b) the Company shall not do, or cause to be
done,  any act impairing the Company's corporate power or authority (i) to carry
on  the Company's business as now conducted, and (ii) to execute or deliver this
Agreement  or  any  other  document delivered in connection herewith, including,
without  limitation,  any  UCC-1  Financing  Statements,  or  similar  documents
pertaining to the Company's jurisdiction, if so required by the Secured Party to
which  it  is or will be a party, or perform any of its obligations hereunder or
thereunder.  For  purpose  of this Agreement, the term "Material Adverse Effect"
shall mean any material and adverse affect as determined by Secured Party in its
sole  discretion,  whether  individually  or  in  the  aggregate,  upon  (a) the
Company's  assets,  business,  operations, properties or condition, financial or
otherwise;  (b) the Company's to make payment as and when due of all or any part
of  the  Obligations;  or  (c)  the  Pledged  Property.

Section  6.2.  Financial  Statements  and  Reports.

The  Company  shall  furnish  to the Secured Party within a reasonable time such
financial  data  as the Secured Party may reasonably request, including, without
limitation,  the  following:

     (a)  The  balance sheet of the Company as of the close of each fiscal year,
the  statement  of earnings and retained earnings of the Company as of the close
of such fiscal year, and statement of cash flows for the Company for such fiscal
year,  all  in reasonable detail, prepared in accordance with generally accepted
accounting principles consistently applied, certified by the chief executive and
chief  financial  officers  of  the  Company  as  being  true  and  correct  and
accompanied by a certificate of the chief executive and chief financial officers
of  the  Company,  stating  that  the  Company has kept, observed, performed and
fulfilled each covenant, term and condition of this Agreement during such fiscal
year  and  that no Event of Default hereunder has occurred and is continuing, or
if  an Event of Default has occurred and is continuing, specifying the nature of
same,  the  period  of  existence of same and the action the Company proposes to
take  in  connection  therewith;  and  ,
(b)  Copies  of  all  accountants'  reports  and  accompanying financial reports
submitted  to  the  Company  by  independent accountants in connection with each
annual  examination  of  the  Company.

Section  6.3.  Accounts  and  Reports.

The  Company  shall  maintain a standard system of accounting in accordance with
generally  accepted  accounting  principles consistently applied and provide, at
its  sole  expense,  to  the  Secured  Party  the  following:

     (a)  as  soon  as  available,  a  copy of any notice or other communication
alleging  any nonpayment or other material breach or default, or any foreclosure
or  other  action  respecting any material portion of its assets and properties,
received  respecting any of the indebtedness of the Company in excess of $15,000
(other  than  the Obligations), or any demand or other request for payment under
any guaranty, assumption, purchase agreement or similar agreement or arrangement
respecting  the  indebtedness  or  obligations  of  others in excess of $15,000,
including  any received from any person acting on behalf of the Secured Party or
beneficiary  thereof;  and

     (b) within fifteen (15) days after the making of each submission or filing,
a  copy  of  any  report, financial statement, notice or other document, whether
periodic  or  otherwise,  submitted  to  the  shareholders  of  the  Company, or
submitted  to  or filed by the Company with any governmental authority involving
or affecting (i) the Company that could have a Material Adverse Effect; (ii) the
Obligations;  (iii)  any  part  of  the  Pledged  Collateral; or (iv) any of the
transactions  contemplated  in  this  Agreement  or  the  Loan  Instruments.

Section  6.4.  Maintenance  of  Books  and  Records;  Inspection.

The  Company  shall  maintain its books, accounts and records in accordance with
generally  accepted  accounting  principles consistently applied, and permit the
Secured  Party,  its  officers and employees and any professionals designated by
the  Secured  Party  in  writing,  at  any  time to visit and inspect any of its
properties  (including  but  not limited to the collateral security described in
the  Transaction  Documents  and/or  the  Loan Instruments), corporate books and
financial  records,  and  to discuss its accounts, affairs and finances with any
employee,  officer  or  director  thereof.

Section  6.5.  Maintenance  and  Insurance.

     (a)  The  Company  shall  maintain  or  cause  to be maintained, at its own
expense,  all  of its assets and properties in good working order and condition,
making  all  necessary  repairs  thereto  and renewals and replacements thereof.

     (b)  The  Company  shall  maintain  or  cause  to be maintained, at its own
expense, insurance in form, substance and amounts (including deductibles), which
the  Company  deems reasonably necessary to the Company's business, (i) adequate
to  insure all assets and properties of the Company, which assets and properties
are  of  a  character  usually insured by persons engaged in the same or similar
business  against  loss or damage resulting from fire or other risks included in
an extended coverage policy; (ii) against public liability and other tort claims
that may be incurred by the Company; (iii) as may be required by the Transaction
Documents  and/or  applicable  law  and  (iv)  as may be reasonably requested by
Secured  Party,  all  with  adequate,  financially sound and reputable insurers.

Section  6.6.  Contracts  and  Other  Collateral.

The  Company  shall perform all of its obligations under or with respect to each
instrument,  receivable,  contract  and other intangible included in the Pledged
Property  to  which  the  Company  is now or hereafter will be party on a timely
basis  and  in  the manner therein required, including, without limitation, this
Agreement.

Section  6.7.  Defense  of  Collateral,  Etc.

The Company shall defend and enforce its right, title and interest in and to any
part  of:  (a)  the Pledged Property; and (b) if not included within the Pledged
Property,  those  assets and properties whose loss could have a Material Adverse
Effect,  the  Company shall defend the Secured Party's right, title and interest
in  and  to each and every part of the Pledged Property, each against all manner
of  claims  and  demands  on  a  timely  basis  to  the full extent permitted by
applicable  law.

Section  6.8.  Payment  of  Debts,  Taxes,  Etc.

The  Company  shall  pay, or cause to be paid, all of its indebtedness and other
liabilities  and  perform,  or  cause to be performed, all of its obligations in
accordance with the respective terms thereof, and pay and discharge, or cause to
be paid or discharged, all taxes, assessments and other governmental charges and
levies  imposed  upon it, upon any of its assets and properties on or before the
last day on which the same may be paid without penalty, as well as pay all other
lawful claims (whether for services, labor, materials, supplies or otherwise) as
and  when  due.

Section  6.9.  Taxes  and  Assessments;  Tax  Indemnity.

The  Company  shall  (a)  file all tax returns and appropriate schedules thereto
that  are  required  to  be  filed  under  applicable  law, prior to the date of
delinquency,  (b)  pay  and  discharge  all  taxes, assessments and governmental
charges  or levies imposed upon the Company, upon its income and profits or upon
any  properties  belonging  to  it,  prior to the date on which penalties attach
thereto,  and  (c) pay all taxes, assessments and governmental charges or levies
that,  if  unpaid,  might  become  a  lien or charge upon any of its properties;
provided,  however,  that  the  Company  in good faith may contest any such tax,
assessment,  governmental  charge or levy described in the foregoing clauses (b)
and  (c)  so  long  as appropriate reserves are maintained with respect thereto.

Section  6.10.  Compliance  with  Law  and  Other  Agreements.

The Company shall maintain its business operations and property owned or used in
connection  therewith  in  material  compliance with (a) all applicable federal,
state  and  local  laws,  regulations  and  ordinances  governing  such business
operations  and  the use and ownership of such property, and (b) all agreements,
licenses,  franchises,  indentures and mortgages to which the Company is a party
or  by which the Company or any of its properties is bound. Without limiting the
foregoing,  the Company shall pay all of its indebtedness promptly in accordance
with  the  terms  thereof.

Section  6.11.  Notice  of  Default.

The  Company shall give written notice to the Secured Party of the occurrence of
any  default or Event of Default under this Agreement, the Transaction Documents
or  any  other Loan Instrument or any other agreement of Company for the payment
of  money,  promptly  upon  the  occurrence  thereof.

Section  6.12.  Notice  of  Litigation.

The  Company  shall  give  notice,  in  writing, to the Secured Party of (a) any
actions,  suits  or  proceedings  wherein  the  amount  at issue is in excess of
$15,000,  instituted by any persons against the Company, or materially affecting
any  of  the  assets  of  the  Company, and (b) any dispute, not resolved within
fifteen  (15)  days  of the commencement thereof, between the Company on the one
hand  and  any  governmental  or  regulatory body on the other hand, which might
reasonably  be  expected  to  have  a  Material  Adverse  Effect on the business
operations  or  financial  condition  of  the  Company.

ARTICLE  7.  NEGATIVE  COVENANTS
             -------------------

The  Company  covenants  and  agrees  that,  from  the  date  hereof  until  the
Obligations  have  been  fully paid and satisfied, the Company shall not, unless
the  Secured  Party  shall  consent  otherwise  in  writing:

Section  7.1.  Liens  and  Encumbrances.

The  Company  shall  not  directly  or indirectly make, create, incur, assume or
permit to exist any assignment, transfer, pledge, mortgage, security interest or
other  lien  or  encumbrance  of  any  nature  in, to or against any part of the
Pledged  Property or of the Company's capital stock, or offer or agree to do so,
or  own  or  acquire  or agree to acquire any asset or property of any character
subject  to  any  of  the foregoing encumbrances (including any conditional sale
contract  or  other  title retention agreement), or assign, pledge or in any way
transfer  or  encumber  its right to receive any income or other distribution or
proceeds  from  any part of the Pledged Property or the Company's capital stock;
or  enter  into  any sale-leaseback financing respecting any part of the Pledged
Property  as  lessee, or cause or assist the inception or continuation of any of
the  foregoing.

Section  7.2.  Certificate  of  Incorporation, By-Laws, Mergers, Consolidations,
Acquisitions  and  Sales.

Without  the  prior  express  written  consent of the Secured Party, the Company
shall  not:  (a) Amend its Certificate of Incorporation or By-Laws; (b) issue or
sell  its  stock,  stock  options, bonds, notes or other corporate securities or
obligations;  (c)  be  a  party  to  any  merger,  consolidation  or  corporate
reorganization,  (d)  purchase  or otherwise acquire all or substantially all of
the  assets  or  stock  of, or any partnership or joint venture interest in, any
other  person,  firm  or  entity,  (e)  sell, transfer, convey, grant a security
additional  interest  in or lease all or any substantial part of its assets, nor
(f)  create  any  subsidiaries  nor  convey any of its assets to any subsidiary.

Section  7.3.  Management,  Ownership.

The  Company  shall  not  materially  change  its  ownership, executive staff or
management  without  the  prior  written  consent  of  the  Secured  Party.  The
ownership, executive staff and management of the Company are material factors in
the Secured Party's willingness to institute and maintain a lending relationship
with  the  Company.

Section  7.4.  Dividends,  Etc.

The  Company  shall  not  declare or pay any dividend of any kind, in cash or in
property,  on  any  class  of its capital stock, nor purchase, redeem, retire or
otherwise  acquire for value any shares of such stock, nor make any distribution
of  any kind in respect thereof, nor make any return of capital to shareholders,
nor  make  any  payments  in respect of any pension, profit sharing, retirement,
stock  option,  stock  bonus,  incentive compensation or similar plan (except as
required  or  permitted  hereunder),  without  the  prior written consent of the
Secured  Party.

Section  7.5.  Guaranties;  Loans.

The Company shall not guarantee nor be liable in any manner, whether directly or
indirectly,  or  become  contingently liable after the date of this Agreement in
connection with the obligations or indebtedness of any person or persons, except
for  (i)  the  indebtedness  currently  secured  by  the liens identified on the
Pledged  Property  identified  on  Exhibit  A hereto and (ii) the endorsement of
negotiable  instruments  payable to the Company for deposit or collection in the
ordinary  course  of  business.  The Company shall not make any loan, advance or
extension  of  credit  to  any  person  other  than  in the normal course of its
business.

Section  7.6.  Debt.

The  Company  shall  not create, incur, assume or suffer to exist any additional
indebtedness  of  any description whatsoever in an aggregate amount in excess of
$10,000  (excluding  any indebtedness of the Company to the Secured Party, trade
accounts  payable  and  accrued  expenses  incurred  in  the  ordinary course of
business  and  the endorsement of negotiable instruments payable to the Company,
respectively  for  deposit  or  collection  in the ordinary course of business).

Section  7.7.  Conduct  of  Business.

The Company will continue to engage, in an efficient and economical manner, in a
business  of  the  same  general  type  as  conducted  by it on the date of this
Agreement.

Section  7.8.  Places  of  Business.

Without prior written consent of the Secured Party, the Company shall not change
the location of its chief place of business, chief executive office or any place
of  business  disclosed to the Secured Party or move any of the Pledged Property
from  its  current  location  without five (5) days' prior written notice to the
Secured  Party  in  each  instance.

ARTICLE  8.  MISCELLANEOUS
             -------------

Section  8.1.  Notices.

All  notices  or other communications required or permitted to be given pursuant
to  this Agreement shall be in writing and shall be considered as duly given on:
(a)  the  date  of  delivery,  if  delivered in person, by nationally recognized
overnight  delivery  service  or  (b) five (5) days after mailing if mailed from
within the continental United States by certified mail, return receipt requested
to  the  party  entitled  to  receive  the  same:

If  to  the  Secured  Party:
          Douglas  Leighton
Dutchess  Private  Equities  Fund
50  Commonwealth  Ave,  Suite  2
Boston,  MA  02116
Telephone:  617  301  4700
Facsimile:  617  249  0947

And  if  to  the  Company:

James  C.  Fields
LocatePLUS  Holdings  Corporation
100  Cummings  Center  #235M
Beverly,  MA  01915
Telephone:
Facsimile:

Any party may change its address by giving notice to the other party stating its
new address. Commencing on the tenth (10th) day after the giving of such notice,
such  newly  designated address shall be such party's address for the purpose of
all  notices  or other communications required or permitted to be given pursuant
to  this  Agreement.

Section  8.2.  Severability.

If  any provision of this Agreement shall be held invalid or unenforceable, such
invalidity or unenforceability shall attach only to such provision and shall not
in  any  manner  affect  or  render invalid or unenforceable any other severable
provision  of  this Agreement, and this Agreement shall be carried out as if any
such  invalid  or  unenforceable  provision  were  not  contained  herein.

Section  8.3.  Expenses.

In  the  event of an Event of Default, the Company will pay to the Secured Party
the amount of any and all reasonable expenses, including the reasonable fees and
expenses  of  its counsel, which the Secured Party may incur in connection with:
(i)  the  custody  or  preservation  of,  or the sale, collection from, or other
realization  upon, any of the Pledged Property; (ii) the exercise or enforcement
of  any of the rights of the Secured Party hereunder or (iii) the failure by the
Company  to  perform  or  observe  any  of  the  provisions  hereof.

Section  8.4.  Waivers,  Amendments,  Etc.

The  Secured  Party's delay or failure at any time or times hereafter to require
strict performance by Company of any undertakings, agreements or covenants shall
not  waiver,  affect,  or  diminish  any  right  of the Secured Party under this
Agreement  to  demand  strict compliance and performance herewith. Any waiver by
the  Secured  Party  of any Event of Default shall not waive or affect any other
Event  of  Default, whether such Event of Default is prior or subsequent thereto
and  whether  of  the  same  or  a  different  type.  None  of the undertakings,
agreements  and  covenants  of  the  Company contained in this Agreement, and no
Event  of Default, shall be deemed to have been waived by the Secured Party, nor
may  this  Agreement  be  amended,  changed  or  modified,  unless  such waiver,
amendment,  change  or  modification  is  evidenced  by an instrument in writing
specifying  such  waiver,  amendment,  change  or modification and signed by the
Secured  Party.

Section  8.5.  Continuing  Security  Interest.

This  Agreement  shall  create  a  continuing  security  interest in the Pledged
Property and shall: (i) remain in full force and effect until payment in full of
the  Obligations;  and  (ii)  be binding upon the Company and its successors and
heirs and (iii) inure to the benefit of the Secured Party and its successors and
assigns.  Upon  the  payment  or  satisfaction  in  full of the Obligations, the
Company  shall be entitled to the return, at its expense, of such of the Pledged
Property  as  shall  not have been sold in accordance with Section 5.2 hereof or
otherwise  applied  pursuant  to  the  terms  hereof.

Section  8.6.  Independent  Representation.

Each  party  hereto  acknowledges and agrees that it has received or has had the
opportunity  to  receive independent legal counsel of its own choice and that it
has been sufficiently apprised of its rights and responsibilities with regard to
the  substance  of  this  Agreement.

Section  8.7.  Applicable  Law:  Jurisdiction.

This  Agreement shall be governed by and interpreted in accordance with the laws
of  the  Commonwealth  of  Massachusetts  without  regard  to  the principles of
conflict  of  laws. The parties further agree that any action between them shall
be  heard  in  Suffolk  County,  Massachusetts,

Section  8.8.  Waiver  of  Jury  Trial.

AS  A  FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT AND
TO  MAKE  THE FINANCIAL ACCOMMODATIONS TO THE COMPANY, THE COMPANY HEREBY WAIVES
ANY  RIGHT  TO  TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS
AGREEMENT  AND/OR  ANY  AND  ALL  OTHER  DOCUMENTS  RELATED TO THIS TRANSACTION.

Section  8.9.  Entire  Agreement.

This Agreement constitutes the entire agreement among the parties and supersedes
any  prior  agreement  or  understanding  among them with respect to the subject
matter  hereof.

                                                         *  *  *

IN  WITNESS WHEREOF, the parties hereto have executed this Security Agreement as
of  the  date  first  above  written.

COMPANY:
LOCATEPLUS  HOLDINGS  CORPORATION

By /s/ Jon R. Latorella
Name:  Jon  Latorella
Title: Chief  Executive  Officer


By /s/ James C. Fields
Name:  James  Fields
Title: Chief  Financial  Officer

SECURED PARTY:
DUTCHESS PRIVATE EQUITIES FUND, II, LP


By /s/ Douglas  H.  Leighton
Douglas  H.  Leighton,  Managing  Member
Dutchess  Capital  Management,  LLC;
General  Partner  to:
Dutchess  Private  Equities  Fund,  II,  LP