SECURITY AGREEMENT

     SECURITY  AGREEMENT  (this  "Agreement"), dated as of July 21, 2006, by and
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among  LocatePlus  Holdings Corporation, a Delaware corporation ("Company"), and
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Dutchess  Private  Equities  Fund,  LP,  a  Delaware Limited partnership, as the
secured parties signatory hereto and their respective endorsees, transferees and
assigns  (collectively,  the "Secured Party") (sometimes hereinafter the Company
                              -------------
and  the  Secured  Party  are  collectively  referred  to  as  the  "parties").

                              W I T N E S S E T H:

     WHEREAS,  pursuant to Subscription Agreement, dated the date hereof between
Company and the Secured Party (the "Subscription Agreement"), Company has agreed
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to  issue to the Secured Party and the Secured Party has agreed to purchase from
Company  certain  of  Company's  twelve  percent  (12%)  Secured  Convertible
Debentures,  due  five  years  from  the  date of issue and has issued the prior
Debenture  currently  due issued and dated December 29, 2005 between the Company
and  the  Investor  (collectively, the "Debentures"), which are convertible into
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shares of Company's Common Stock, par value $.01 per share (the "Common Stock").
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In connection therewith, Company shall issue to the Secured Party certain Common
Stock  purchase  warrants  dated as of the date hereof to purchase the number of
shares  of  Common  Stock  (the  "Warrants");  and
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WHEREAS,  in  order  to  induce  the  Secured  Party to purchase the Debentures,
Company  has  agreed  to execute and deliver to the Secured Party this Agreement
for  the  benefit  of  the  Secured  Party  and  to grant to it a first priority
security interest, behind Cummings Properties, in certain property of Company to
secure the prompt payment, performance and discharge in full of all of Company's
obligations under the Debentures and exercise and discharge in full of Company's
obligations  under  the  Warrants.

NOW,  THEREFORE,  in  consideration  of  the agreements herein contained and for
other  good  and valuable consideration, the receipt and sufficiency of which is
hereby  acknowledged,  the  parties  hereto  hereby  agree  as  follows:

1.     Certain  Definitions.  As  used  in  this  Agreement, the following terms
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shall  have  the  meanings  set  forth  in  this  Section 1.  Terms used but not
otherwise  defined  in  this  Agreement that are defined in Article 9 of the UCC
(such  as  "general  intangibles"  and  "proceeds")  shall  have  the respective
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meanings  given  such  terms  in  Article  9  of  the  UCC.
(a)     "Collateral"  means the collateral in which the Secured Party is granted
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a  security  interest  by  this Agreement and which shall include the following,
whether  presently  owned  or  existing  or  hereafter  acquired  or coming into
existence,  and  all  additions and accessions thereto and all substitutions and
replacements  thereof,  and  all  proceeds,  products  and  accounts  thereof,
including,  without  limitation,  all  proceeds from the sale or transfer of the
Collateral  and  of  insurance  covering  the  same  and  of  any tort claims in
connection  therewith.

(i)     All  Goods of the Company, including, without limitation, all machinery,
equipment,  computers,  motor vehicles, trucks, tanks, boats, ships, appliances,
furniture, special and general tools, fixtures, test and quality control devices
     and  other  equipment  of  every  kind  and  nature  and wherever situated,
together  with  all  documents of title and documents representing the same, all
additions and accessions thereto, replacements therefor, all parts therefor, and
all  substitutes for any of the foregoing and all other items used and useful in
connection  with  the  Company's  businesses  and  all  improvements  thereto
(collectively,  the  "Equipment");  and
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(ii)     All  Inventory  of  the  Company;  and

(iii)     All  of  the  Company's  contract  rights  and  general  intangibles,
including,  without  limitation,  all  partnership  interests,  stock  or  other
securities,  licenses,  distribution  and  other  agreements,  computer software
development  rights,  leases,  franchises,  customer  lists,  quality  control
procedures,  grants  and  rights,  goodwill,  trademarks,  service  marks, trade
styles, trade names, patents, patent applications, copyrights, deposit accounts,
     and  income  tax  refunds  (collectively,  the  "General Intangibles"); and
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(iv)     All  Receivables  of  the Company including all insurance proceeds, and
rights  to  refunds  or  indemnification  whatsoever  owing,  together  with all
instruments,  all  documents  of  title  representing  any of the foregoing, all
rights  in  any merchandising, goods, equipment, motor vehicles and trucks which
any  of  the  same  may represent, and all right, title, security and guaranties
with respect to each Receivable, including any right of stoppage in transit; and

(v)     All  of  the  Company's documents, instruments and chattel paper, files,
records,  books  of account, business papers, computer programs and the products
and  proceeds  of  all of the foregoing Collateral set forth in clauses (i)-(iv)
above.

(b)     "Company"  shall mean, collectively, Company and all of the subsidiaries
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of  Company,  a  list  of  which  is  contained  in Schedule A, attached hereto.
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(c)     "Obligations"  means  all  of  the  Company's  obligations  under  this
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Agreement  and  the Debentures, in each case, whether now or hereafter existing,
voluntary or involuntary, direct or indirect, absolute or contingent, liquidated
     or  unliquidated,  whether  or not jointly owed with others, and whether or
not  from time to time decreased or extinguished and later decreased, created or
incurred,  and  all  or  any portion of such obligations or liabilities that are
paid,  to  the  extent  all  or any part of such payment is avoided or recovered
directly  or  indirectly  from  the  Secured  Party  as a preference, fraudulent
transfer  or  otherwise  as  such  obligations  may  be  amended,  supplemented,
converted,  extended  or  modified  from  time  to  time.

(d)     "UCC"  means  the Uniform Commercial Code, as currently in effect in the
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Commonwealth  of  Massachusetts.

2.     Grant  of  Security  Interest.  As an inducement for the Secured Party to
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purchase  the  Debentures  and  to  secure  the  complete  and  timely  payment,
performance  and  discharge  in  full,  as  the  case  may  be,  of  all  of the
Obligations,  the  Company  hereby,  unconditionally  and  irrevocably, pledges,
grants and hypothecates to the Secured Party, a continuing security interest in,
     a  continuing  first  lien  upon,  an  unqualified  right to possession and
disposition  of  and  a  right  of  set-off against, in each case to the fullest
extent  permitted  by  law,  all  of  the Company's right, title and interest of
whatsoever  kind  and nature in and to the Collateral (the "Security Interest").
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3.     Representations,  Warranties,  Covenants  and  Agreements of the Company.
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The  Company  represents  and  warrants  to,  and covenants and agrees with, the
Secured  Party  as  follows:

(a)     The  Company  has  the  requisite corporate power and authority to enter
into  this Agreement and otherwise to carry out its obligations thereunder.  The
execution,  delivery  and  performance  by the Company of this Agreement and the
filings  contemplated  therein have been duly authorized by all necessary action
on  the  part  of  the Company and no further action is required by the Company.
This  Agreement constitutes a legal, valid and binding obligation of the Company
enforceable  in  accordance  with  its  terms,  except  as enforceability may be
limited  by  bankruptcy,  insolvency, reorganization, moratorium or similar laws
affecting  the  enforcement  of  creditor's  rights  generally.

(b)     The  Company represents and warrants that it has no place of business or
offices  where  its respective books of account and records are kept (other than
temporarily  at  the  offices  of  its attorneys or accountants) or places where
Collateral  is  stored  or  located,  except as set forth on Schedule A attached
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hereto;

(c)     The  Company  is  the  sole  owner  of  the  Collateral  (except  for
non-exclusive  licenses  granted  by  the  Company  in  the  ordinary  course of
business), free and clear of any liens, security interests, encumbrances, rights
     or claims, and is fully authorized to grant the Security Interest in and to
pledge  the  Collateral.  There is not on file in any governmental or regulatory
authority, agency or recording office an effective financing statement, security
agreement, license or transfer or any notice of any of the foregoing (other than
those  that  have  been  filed  in  favor  of the Secured Party pursuant to this
Agreement)  covering  or  affecting  any  of  the  Collateral.  So  long as this
Agreement  shall  be  in  effect,  the  Company  shall not execute and shall not
knowingly  permit  to be on file in any such office or agency any such financing
statement  or  other  document  or  instrument  (except  to  the extent filed or
recorded in favor of the Secured Party pursuant to the terms of this Agreement).

(d)     No  part of the Collateral has been judged invalid or unenforceable.  No
written  claim has been received that any Collateral or the Company's use of any
Collateral  violates  the  rights  of any third party. There has been no adverse
decision  to  the  Company's claim of ownership rights in or exclusive rights to
use  the  Collateral  in  any jurisdiction or to the Company's right to keep and
maintain  such  Collateral  in full force and effect, and there is no proceeding
involving  said  rights  pending  or,  to  the  best  knowledge  of the Company,
threatened before any court, judicial body, administrative or regulatory agency,
     arbitrator  or  other  governmental  authority.

(e)     The Company shall at all times maintain its books of account and records
     relating  to  the  Collateral  at  its  principal place of business and its
Collateral  at the locations set forth on Schedule A attached hereto and may not
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relocate  such  books  of  account  and records or tangible Collateral unless it
delivers  to  the  Secured  Party  at least 30 days prior to such relocation (i)
written  notice  of  such relocation and the new location thereof (which must be
within  the  United  States)  and  (ii)  evidence  that  appropriate  financing
statements  and other necessary documents have been filed and recorded and other
steps have been taken to perfect the Security Interest to create in favor of the
Secured  Party  valid,  perfected  and  continuing  first  priority liens in the
Collateral.

(f)     This  Agreement  creates  in favor of the Secured Party a valid security
interest  in  the  Collateral  securing  the  payment  and  performance  of  the
Obligations  and, upon making the filings described in the immediately following
sentence,  a  perfected  first  priority  security  interest in such Collateral.
Except  for the filing of financing statements on Form-1 under the UCC with  the
jurisdictions  indicated  on  Schedule  B,  attached hereto, no authorization or
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approval of or filing with or notice to any governmental authority or regulatory
     body  is  required  either  (i)  for  the  grant  by the Company of, or the
effectiveness  of,  the  Security  Interest granted hereby or for the execution,
delivery  and  performance  of  this  Agreement  by  the Company or (ii) for the
perfection  of  or  exercise  by  the  Secured  Party of its rights and remedies
hereunder.

(g)     On  the date of execution of this Agreement, the Company will deliver to
the  Secured  Party one or more executed UCC financing statements on Form-1 with
respect to the Security Interest for filing with  the jurisdictions indicated on
     Schedule  B,  attached  hereto  and  in  such other jurisdictions as may be
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requested  by  the  Secured  Party.

(h)     The  execution,  delivery  and  performance  of  this Agreement does not
conflict with or cause a breach or default, or an event that with or without the
     passage  of time or notice, shall constitute a breach or default, under any
agreement  to which the Company is a party or by which the Company is bound.  No
consent  (including,  without limitation, from stock holders or creditors of the
Company)  is  required for the Company to enter into and perform its obligations
hereunder.

(i)     The  Company shall at all times maintain the liens and Security Interest
provided  for hereunder as valid and perfected first priority liens and security
interests  in  the Collateral in favor of the Secured Party until this Agreement
and  the  Security  Interest  hereunder  shall terminate pursuant to Section 11.
The  Company  hereby agrees to defend the same against any and all persons.  The
Company  shall  safeguard  and  protect  all  Collateral  for the account of the
Secured  Party.  At  the request of the Secured Party, the Company will sign and
deliver  to  the  Secured  Party  at  any  time or from time to time one or more
financing  statements  pursuant  to the UCC (or any other applicable statute) in
form  reasonably  satisfactory  to  the  Secured  Party and will pay the cost of
filing  the  same  in all public offices wherever filing is, or is deemed by the
Secured Party to be, necessary or desirable to effect the rights and obligations
     provided  for herein. Without limiting the generality of the foregoing, the
Company  shall  pay  all fees, taxes and other amounts necessary to maintain the
Collateral and the Security Interest hereunder, and the Company shall obtain and
furnish  to  the  Secured  Party  from  time to time, upon demand, such releases
and/or  subordinations of claims and liens which may be required to maintain the
priority  of  the  Security  Interest  hereunder.

(j)     The  Company  will  not transfer, pledge, hypothecate, encumber, license
(except for non-exclusive licenses granted by the Company in the ordinary course
     of  business),  sell  or otherwise dispose of any of the Collateral without
the  prior  written  consent  of  the  Secured  Party.

(k)     The  Company  shall keep and preserve its Equipment, Inventory and other
tangible Collateral in good condition, repair and order and shall not operate or
     locate any such Collateral (or cause to be operated or located) in any area
excluded  from  insurance  coverage.

(l)     The  Company shall, within ten (10) days of obtaining knowledge thereof,
advise  the  Secured  Party  promptly,  in sufficient detail, of any substantial
change  in the Collateral, and of the occurrence of any event which would have a
material adverse effect on the value of the Collateral or on the Secured Party's
     security  interest  therein.

(m)     The Company shall promptly execute and deliver to the Secured Party such
     further  deeds,  mortgages,  assignments,  security  agreements,  financing
statements or other instruments, documents, certificates and assurances and take
such  further  action as the Secured Party may from time to time request and may
in  its  sole  discretion  deem  necessary  to  perfect,  protect or enforce its
security interest in the Collateral including, without limitation, the execution
and  delivery  of  a  separate  security agreement with respect to the Company's
intellectual  property ("Intellectual Property Security Agreement") in which the
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Secured Party has been granted a security interest hereunder, substantially in a
form  acceptable  to  the  Secured  Party,  which Intellectual Property Security
Agreement,  other  than  as stated therein, shall be subject to all of the terms
and  conditions  hereof.

(n)     The  Company  shall permit the Secured Party and its representatives and
agents  to  inspect  the  Collateral  at any time, and to make copies of records
pertaining  to the Collateral as may be requested by the Secured Party from time
to  time.

(o)     The  Company  will  take  all  steps  reasonably necessary to diligently
pursue  and  seek to preserve, enforce and collect any rights, claims, causes of
action  and  accounts  receivable  in  respect  of  the  Collateral.

(p)     The Company shall promptly notify the Secured Party in sufficient detail
     upon  becoming  aware  of  any  attachment, garnishment, execution or other
legal  process  levied  against  any  Collateral  and  of  any other information
received  by the Company that may materially affect the value of the Collateral,
the Security Interest or the rights and remedies of the Secured Party hereunder.

(q)     All  information heretofore, herein or hereafter supplied to the Secured
Party  by or on behalf of the Company with respect to the Collateral is accurate
and  complete  in  all  material  respects  as  of  the  date  furnished.

(r)     Schedule A attached hereto contains a list of all of the subsidiaries of
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     Company.

4.     Defaults.  The  following  events  shall  be  "Events  of  Default":
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(a)     The  occurrence  of  an  Event of Default (as defined in the Transaction
Documents)  under  the  Transaction  Documents,  or  breach  of the terms of the
Transaction  Documents.

(b)     Any  representation  or  warranty of the Company in this Agreement shall
prove  to  have  been  incorrect  in  any  material  respect  when  made;

(c)     The  failure by the Company to observe or perform any of its obligations
hereunder  for  five  (5)  days  after  receipt by the Company of notice of such
failure  from  the  Secured  Party.

5.     Duty  To  Hold In Trust.  Upon the occurrence of any Event of Default and
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at  any  time  thereafter, the Company shall, upon receipt by it of any revenue,
income  or other sums subject to the Security Interest, whether payable pursuant
to  the  Debentures or otherwise, or of any check, draft, note, trade acceptance
or  other instrument evidencing an obligation to pay any such sum, hold the same
in trust for the Secured Party and shall forthwith endorse and transfer any such
     sums  or  instruments, or both, to the Secured Party for application to the
satisfaction  of  the  Obligations.

6.     Rights  and  Remedies  Upon  Default.  Upon  occurrence  of  any Event of
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Default  and  at  any time thereafter, the Secured Party shall have the right to
exercise  all  of the remedies conferred hereunder and under the Debentures, and
the  Secured  Party  shall  have  all the rights and remedies of a secured party
under  the UCC and/or any other applicable law (including the Uniform Commercial
Code  of  any  jurisdiction  in  which any Collateral is then located).  Without
limitation,  the  Secured  Party  shall  have  the  following rights and powers:

(a)     The  Secured  Party  shall  have  the  right  to  take possession of the
Collateral,  and,  for  that  purpose, enter, with the aid and assistance of any
person,  any  premises  where  the Collateral, or any part thereof, is or may be
placed  and  remove  the same, and the Company shall assemble the Collateral and
make  it  available to the Secured Party at places which the Secured Party shall
reasonably  select,  whether  at  the  Company's premises or elsewhere, and make
available  to  the  Secured Party, without rent, all of the Company's respective
premises  and  facilities for the purpose of the Secured Party taking possession
of,  removing  or  putting  the  Collateral  in  saleable  or  disposable  form.

(b)     The  Secured  Party  shall have the right to operate the business of the
Company  using the Collateral and shall have the right to assign, sell, lease or
otherwise dispose of and deliver all or any part of the Collateral, at public or
     private  sale  or  otherwise,  either with or without special conditions or
stipulations,  for  cash  or on credit or for future delivery, in such parcel or
parcels  and  at  such  time or times and at such place or places, and upon such
terms  and conditions as the Secured Party may deem commercially reasonable, all
without (except as shall be required by applicable statute and cannot be waived)
advertisement  or demand upon or notice to the Company or right of redemption of
the  Company,  which  are  hereby expressly waived.  Upon each such sale, lease,
assignment  or  other  transfer  of  Collateral,  the  Secured Party may, unless
prohibited by applicable law which cannot be waived, purchase all or any part of
the Collateral being sold, free from and discharged of all trusts, claims, right
of redemption and equities of the Company, which are hereby waived and released.

7.     Applications  of Proceeds.  The proceeds of any such sale, lease or other
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disposition  of the Collateral hereunder shall be applied first, to the expenses
of  retaking,  holding, storing, processing and preparing for sale, selling, and
the  like  (including,  without  limitation,  any  taxes,  fees  and other costs
incurred  in  connection  therewith)  of  the  Collateral,  to  the  reasonable
attorneys'  fees  and  expenses  incurred  by the Secured Party in enforcing its
rights hereunder and in connection with collecting, storing and disposing of the
     Collateral, and then to satisfaction of the Obligations, and to the payment
of  any  other amounts required by applicable law, after which the Secured Party
shall  pay  to  the Company any surplus proceeds.  If, upon the sale, license or
other  disposition  of  the Collateral, the proceeds thereof are insufficient to
pay all amounts to which the Secured Party is legally entitled, the Company will
be liable for the deficiency, together with interest thereon, at the rate of 18%
per  annum  (the  "Default  Rate"),  and  the  reasonable  fees of any attorneys
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employed  by  the  Secured  Party  to  collect  such  deficiency.  To the extent
permitted  by applicable law, the Company waives all claims, damages and demands
against the Secured Party arising out of the repossession, removal, retention or
sale of the Collateral, unless due to the gross negligence or willful misconduct
of  the  Secured  Party.

8.     Costs and Expenses.     The Company agrees to pay all out-of-pocket fees,
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     costs  and  expenses  incurred  in  connection  with  any  filing  required
hereunder,  including without limitation, any financing statements, continuation
statements,  partial  releases  and/or termination statements related thereto or
any  expenses  of  any  searches  reasonably required by the Secured Party.  The
Company  shall  also  pay  all  other claims and charges which in the reasonable
opinion  of  the  Secured Party might prejudice, imperil or otherwise affect the
Collateral  or  the  Security  Interest  therein.  The  Company  will also, upon
demand,  pay to the Secured Party the amount of any and all reasonable expenses,
including the reasonable fees and expenses of its counsel and of any experts and
agents, which the Secured Party may incur in connection with (i) the enforcement
of  this  Agreement,  (ii)  the  custody  or  preservation  of,  or the sale of,
collection  from, or other realization upon, any of the Collateral, or (iii) the
exercise  or  enforcement  of  any  of the rights of the Secured Party under the
Debentures.  Until  so  paid,  any  fees payable hereunder shall be added to the
principal  amount of the Debentures and shall bear interest at the Default Rate.

9.     Responsibility  for  Collateral.  The Company assumes all liabilities and
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responsibility  in  connection  with  all Collateral, and the obligations of the
Company hereunder or under the Transaction Documents shall in no way be affected
     or diminished by reason of the loss, destruction, damage or theft of any of
the  Collateral  or  its  unavailability  for  any  reason.

10.     Security  Interest  Absolute.  All  rights  of the Secured Party and all
        ----------------------------
Obligations  of  the  Company  hereunder,  shall  be absolute and unconditional,
irrespective  of:  (a) any lack of validity or enforceability of this Agreement,
the  Debentures,  the  Warrants or any agreement entered into in connection with
the  foregoing,  or  any  portion hereof or thereof; (b) any change in the time,
manner  or  place  of payment or performance of, or in any other term of, all or
any  of  the  Obligations, or any other amendment or waiver of or any consent to
any  departure from the Debentures, the Warrants  or any other agreement entered
into  in  connection  with  the  foregoing;  (c)  any  exchange,  release  or
nonperfection of any of the Collateral, or any release or amendment or waiver of
     or  consent to departure from any other collateral for, or any guaranty, or
any  other  security,  for  all or any of the Obligations; (d) any action by the
Secured  Party  to  obtain, adjust, settle and cancel in its sole discretion any
insurance  claims  or matters made or arising in connection with the Collateral;
or  (e)  any  other  circumstance  which might otherwise constitute any legal or
equitable defense available to the Company, or a discharge of all or any part of
the  Security  Interest  granted  hereby.  Until the Obligations shall have been
paid  and performed in full, the rights of the Secured Party shall continue even
if the Obligations are barred for any reason, including, without limitation, the
running  of  the  statute  of  limitations or bankruptcy.  The Company expressly
waives presentment, protest, notice of protest, demand, notice of nonpayment and
demand  for  performance.  In  the  event  that  at any time any transfer of any
Collateral  or  any  payment  received  by  the Secured Party hereunder shall be
deemed  by  final  order  of  a  court  of competent jurisdiction to have been a
voidable  preference or fraudulent conveyance under the bankruptcy or insolvency
laws  of  the United States, or shall be deemed to be otherwise due to any party
other than the Secured Party, then, in any such event, the Company's obligations
hereunder  shall  survive  cancellation  of  this  Agreement,  and  shall not be
discharged or satisfied by any prior payment thereof and/or cancellation of this
Agreement,  but  shall  remain  a  valid  and  binding obligation enforceable in
accordance  with  the terms and provisions hereof.  The Company waives all right
to require the Secured Party to proceed against any other person or to apply any
Collateral  which  the Secured Party may hold at any time, or to marshal assets,
or to pursue any other remedy.  The Company waives any defense arising by reason
of  the  application  of  the  statute  of limitations to any obligation secured
hereby.

11.     Term  of  Agreement.  This  Agreement  and  the  Security Interest shall
        -------------------
terminate  on the date on which all payments under the Debentures have been made
in  full  and all other Obligations of the Company have been paid or discharged.
Upon  such  termination, the Secured Party, at the request and at the expense of
the  Company,  will  join in executing any termination statement with respect to
any  financing  statement  executed  and  filed  pursuant  to  this  Agreement.

12.     Power  of  Attorney;  Further  Assurances.
        -----------------------------------------

(a)     The  Company  authorizes  the  Secured  Party,  and  does  hereby  make,
constitute  and  appoint  it, and its respective officers, agents, successors or
assigns  with  full  power  of  substitution,  as  the Company's true and lawful
attorney-in-fact, with power, in its own name or in the name of the Company, to,
     after  the occurrence and during the continuance of an Event of Default (i)
endorse any notes, checks, drafts, money orders, or other instruments of payment
(including  payments  payable under or in respect of any policy of insurance) in
respect  of  the  Collateral that may come into possession of the Secured Party;
(ii)  to sign and endorse any UCC financing statement or any invoice, freight or
express  bill,  bill  of  lading,  storage or warehouse receipts, drafts against
debtors, assignments, verifications and notices in connection with accounts, and
other  documents  relating  to  the Collateral; (iii) to pay or discharge taxes,
liens,  security interests or other encumbrances at any time levied or placed on
or  threatened  against  the  Collateral;  (iv) to demand, collect, receipt for,
compromise,  settle and sue for monies due in respect of the Collateral; and (v)
generally,  to  do,  at  the  option  of the Secured Party, and at the Company's
expense,  at  any  time,  or  from  time  to time, all acts and things which the
Secured  Party  deems  necessary  to  protect,  preserve  and  realize  upon the
Collateral  and  the  Security  Interest  granted therein in order to effect the
intent  of  this  Agreement,  the  Debentures and the Warrants, all as fully and
effectually  as  the  Company might or could do; and the Company hereby ratifies
all  that  said attorney shall lawfully do or cause to be done by virtue hereof.
This  power of attorney is coupled with an interest and shall be irrevocable for
the  term  of  this  Agreement  and thereafter as long as any of the Obligations
shall  be  outstanding.

(b)     On  a  continuing  basis,  the  Company will make, execute, acknowledge,
deliver, file and record, as the case may be, in the proper filing and recording
     places  in  any  jurisdiction,  including,  without  limitation,  the
jurisdictions  indicated  on  Schedule B, attached hereto, all such instruments,
                              ----------
and  take all such action as may reasonably be deemed necessary or advisable, or
as  reasonably  requested by the Secured Party, to perfect the Security Interest
granted  hereunder  and  otherwise  to carry out the intent and purposes of this
Agreement,  or  for  assuring  and  confirming to the Secured Party the grant or
perfection  of  a  security  interest  in  all  the  Collateral.

(c)     The  Company  hereby  irrevocably  appoints  the  Secured  Party  as the
Company's  attorney-in-fact,  with  full authority in the place and stead of the
Company and in the name of the Company, from time to time in the Secured Party's
     discretion,  to  take  any  action  and to execute any instrument which the
Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement,  including  the  filing,  in  its  sole  discretion,  of  one or more
financing  or continuation statements and amendments thereto, relative to any of
the  Collateral  without  the  signature  of the Company where permitted by law.

13.     Notices.  All  notices,  requests,  demands  and  other  communications
        -------
hereunder  shall be in writing, with copies to all the other parties hereto, and
shall  be  deemed  to  have  been duly given when (i) if delivered by hand, upon
receipt,  (ii)  if  sent by facsimile, upon receipt of proof of sending thereof,
(iii)  if  sent  by  nationally  recognized  overnight delivery service (receipt
requested), the next business day or (iv) if mailed by first-class registered or
     certified  mail, return receipt requested, postage prepaid, four days after
posting in the U.S. mails, in each case if delivered to the following addresses:

If to the Company:               James C. Fields
     LocatePLUS Holdings Corporation
100 Cummings Center #235M
Beverly, MA 01915
Telephone: 978-921-2727
Facsimile:  978-524-8887



     If to the Secured Party:     Dutchess Capital Management, LLC
     Douglas Leighton
     50  Commonwealth  Ave,  Suite  2
Boston,  MA  02116
(617)  301-4700
(617)  249-0947

14.     Other Security.  To the extent that the Obligations are now or hereafter
        --------------
     secured  by  property  other  than  the  Collateral  or  by  the guarantee,
endorsement  or property of any other person, firm, corporation or other entity,
then  the Secured Party shall have the right, in its sole discretion, to pursue,
relinquish,  subordinate,  modify or take any other action with respect thereto,
without  in any way modifying or affecting any of the Secured Party's rights and
remedies  hereunder.

15.     Miscellaneous.
        -------------

(a)     No  course of dealing between the Company and the Secured Party, nor any
failure  to  exercise,  nor  any delay in exercising, on the part of the Secured
Party,  any  right,  power  or privilege hereunder or under the Debentures shall
operate  as  a  waiver  thereof; nor shall any single or partial exercise of any
right,  power or privilege hereunder or thereunder preclude any other or further
exercise  thereof  or  the  exercise  of  any  other  right, power or privilege.

(b)     All  of the rights and remedies of the Secured Party with respect to the
Collateral,  whether  established  hereby  or  by the Debentures or by any other
agreements,  instruments  or  documents or by law shall be cumulative and may be
exercised  singly  or  concurrently.

(c)     This  Agreement  constitutes  the  entire  agreement of the parties with
respect  to  the  subject  matter  hereof and is intended to supersede all prior
negotiations,  understandings  and agreements with respect to the subject matter
hereof.  Except  as  specifically  set  forth in this Agreement, no provision of
this  Agreement  may  be  modified  or  amended  except  by  a written agreement
specifically  referring  to  this  Agreement  and  signed by the parties hereto.

(d)     In the event that any provision of this Agreement is held to be invalid,
     prohibited or unenforceable in any jurisdiction for any reason, unless such
provision is narrowed by judicial construction, this Agreement shall, as to such
jurisdiction,  be  construed  as  if  such  invalid, prohibited or unenforceable
provision  had  been  more narrowly drawn so as not to be invalid, prohibited or
unenforceable.  If,  notwithstanding  the  foregoing,  any  provision  of  this
Agreement  is  held  to  be  invalid,  prohibited  or  unenforceable  in  any
jurisdiction,  such  provision, as to such jurisdiction, shall be ineffective to
the  extent  of  such  invalidity,  prohibition  or  unenforceability  without
invalidating  the remaining portion of such provision or the other provisions of
this  Agreement  and  without  affecting  the validity or enforceability of such
provision  or  the other provisions of this Agreement in any other jurisdiction.

(e)     No  waiver  of  any  breach or default or any right under this Agreement
shall  be considered valid unless in writing and signed by the party giving such
waiver,  and no such waiver shall be deemed a waiver of any subsequent breach or
default  or  right,  whether  of  the  same  or  similar  nature  or  otherwise.

(f)     This  Agreement  shall  be binding upon and inure to the benefit of each
party  hereto  and  its  successors  and  assigns.

(g)     Each  party  shall take such further action and execute and deliver such
further  documents  as may be necessary or appropriate in order to carry out the
provisions  and  purposes  of  this  Agreement.

(h)     The validity, terms, performance and enforcement of this Agreement shall
     be  governed  and construed by the provisions hereof and in accordance with
the  laws of the Commonwealth of Massachusetts applicable to agreements that are
negotiated,  executed,  delivered  and  performed  solely in the Commonwealth of
Massachusetts.

(i)     All  disputes  arising  under  this  agreement  shall be governed by and
interpreted  in  accordance  with the laws of the Commonwealth of Massachusetts,
without regard to principles of conflict of laws.  The parties to this agreement
     will  submit  all  disputes  arising under this agreement to arbitration in
Boston,  Massachusetts  before  a  single arbitrator of the American Arbitration
Association  ("AAA").  The  arbitrator  shall  be selected by application of the
rules  of  the  AAA,  or  by  mutual  agreement of the parties, except that such
arbitrator  shall be an attorney admitted to practice law in the Commonwealth of
Massachusetts.  No  party  to  this agreement will challenge the jurisdiction or
venue  provisions  as  provided  in this section.  Nothing in this section shall
limit  the Holder's right to obtain an injunction for a breach of this Agreement
from  a  court  of  law.

(j)     This  Agreement  may  be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and, all of which taken
     together  shall  constitute  one and the same Agreement.  In the event that
any  signature  is  delivered  by  facsimile  transmission, such signature shall
create  a  valid  binding  obligation of the party executing (or on whose behalf
such  signature  is executed) the same with the same force and effect as if such
facsimile  signature  were  the  original  thereof.

     (k)     This Agreement shall supersede the prior executed Security
Agreement dated December 29, 2005, and upon execution of this Agreement, the
prior Security Agreement shall be void.


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                                      *.*.*







IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
duly  executed  on  the  day  and  year  first  above  written.


     LocatePlus  Holdings  Corporation

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


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



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

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