DEBENTURE  REGISTRATION  RIGHTS  AGREEMENT


     DEBENTURE REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
dateYear2005Day30Month12lstransDecember 30, 2005, by and between LocatePlus
Holdings Corporation, a company organized under the laws of state of
Delaware,(the "Company"), and the undersigned Holder (the "Holder").

     WHEREAS,  upon  the terms and subject to the conditions of the Subscription
Agreement between the Holder and the Company (the "Subscription Agreement"), the
Company has agreed to issue and sell to the Holder convertible debentures of the
Company  (the  "Debentures"),  which  will  be  convertible  into  shares of the
Company's  common  stock,  $.01 par value per share (the "Common Stock"), of the
Company.

     WHEREAS,  to  induce  the  Holder  to  execute and deliver the Subscription
Agreement,  Warrant  Agreement,  Security  Agreement, Irrevocable Transfer Agent
Agreement and the Debenture Agreement, the Company has agreed to provide certain
registration  rights under the Securities Act of 1933, as amended, and the rules
and  regulations thereunder, or any similar successor statute (collectively, the
"1933 Act"), and applicable state securities laws, with respect to the shares of
Common  Stock issuable pursuant to the Subscription Agreement, Warrant Agreement
and  Debenture  Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  contained  hereinafter and other good and valuable consideration, the
receipt  and  sufficiency  of which are hereby acknowledged, the Company and the
Holder  hereby  agree  as  follows:


1.           DEFINITIONS.

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

a.  "Closing  Date"  shall  mean  the  date  in  the preamble of this Agreement.

b.  "Debenture"  or  "Debentures"  mean  the convertible debenture issued by the
Company  to  the  Holder.

c.  "Holder"  shall  mean  Dutchess  Private  Equities  Fund,  II,  LP

d.  "Effective  Date"  shall mean the date the SEC has declared the Registration
Statement  effective  and  the  Company  has  filed  all  necessary  amendments,
including  the  letter  to  request  accelerated effectiveness and the following
Prospectus  covering  the  resale  of  Shares.

e.  "Face  Amount"  means one million five hundred thousand dollars ($1,500,000)
to  be  invested  by  The  Holder.

f.   "Filing Date" shall mean the date the Registration Statement has been filed
with  the  SEC (as determined by EDGAR) and no stop order of acceptance has been
issued  by  the  SEC.

g.   "Person"  means a corporation, a limited liability company, an association,
a  partnership,  an  organization,  a business, an individual, a governmental or
political  subdivision  thereof  or  a  governmental  agency.

h.  "Potential Material Event" means any of the following: (i) the possession by
the  Company  of  material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
Registration  Statement  would be detrimental to the business and affairs of the
Company, or (ii) any material engagement or activity by the Company which would,
in  the  good  faith  determination of the Board of Directors of the Company, be
adversely affected by disclosure in a Registration Statement at such time, which
determination shall be accompanied by a good faith determination by the Board of
Directors  of  the  Company  that the Registration Statement would be materially
misleading  absent  the  inclusion  of  such  information.

i.  "Principal  Market"  means either The American Stock Exchange, Inc., The New
York  Stock  Exchange,  Inc.,  the  Nasdaq  National Market, The Nasdaq SmallCap
Market  or  the National Association of Securities Dealer's, Inc. OTC electronic
bulletin  board,  whichever is the principal market on which the Common Stock is
listed.

j.  "Register,"  "Registered,"  and  "Registration"  refer  to  a  registration
effected  by preparing and filing with the United States Securities and Exchange
Commission  (the  "SEC")  one or more Registration Statements in compliance with
the  1933  Act and pursuant to Rule 415 under the 1933 Act or any successor rule
providing  for  offering  securities  on  a  continuous  basis ("Rule 415"), and
effectiveness  of  such  Registration  Statement(s).

k.  "Registrable Securities" means the shares of Common Stock issued or issuable
(i)  pursuant to the Subscription Agreement and (ii) any shares of capital stock
issued  or issuable with respect to such shares of Common Stock and Warrants, if
any,  as a result of any stock split, stock dividend, recapitalization, exchange
or  similar  event  or  otherwise,  which  have  not  been  (x)  included  in  a
Registration  Statement  that  has  been declared effective by the SEC, (y) sold
under circumstances meeting all of the applicable conditions of Rule 144 (or any
similar  provision  then  in  force)  under the 1933 Act or (z) saleable without
limitation as to time, manner and volume pursuant to Rule 144(k) (or any similar
provision  then  in  force)  under  the  1933  Act.

l.  "Registration Statement" means a registration statement of the Company filed
under  the  1933  Act.

m.  "SEC"  shall  mean  the  United  States  Securities and Exchange Commission.

n.  "$" and/or "Dollar" shall mean lawful money of the country-regionplaceUnited
States  of  America

     All  capitalized  terms  used  in  this Agreement and not otherwise defined
herein  shall  have  the  same  meaning  ascribed  to  them  in the Subscription
Agreement  or  Debenture  Agreement.

     For the purposes of determining dates for penalties or filing deadlines, as
outlined  in  this  Agreement, both parties agree that the date given by the SEC
shall  constitute  the  official  date.

     2.     REGISTRATION.

a.     Mandatory  Registration.  Within  thirty  (30) days of the Closing Date ,
the  Company  shall  prepare  and  file with the SEC a Registration Statement or
Registration  Statements  (as  is  necessary)  on Form SB-2 (or, if such form is
unavailable for such a registration, on such other form as is available for such
a registration), covering the resale of all of the Registrable Securities, which
Registration  Statement(s)  shall  state  that,  in  accordance  with  Rule  416
promulgated  under  the  1933  Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon  stock  splits, stock dividends or similar transactions.  The Company shall
initially register for resale an amount of shares of Common Stock which would be
issuable on the date preceding the filing of the Registration Statement based on
the  Fixed  Conversion  Price  (as  defined  in  the Debenture Agreement) of the
Debentures on such date and the amount reasonably calculated that represents the
number of shares issuable pursuant to the terms of the Offering, including those
Shares  underlying  the  Warrant  Agreement. The total amount of Shares shall be
both  1)  the  amount  specified  in  the Warrant Agreement and 2) three hundred
thousand  (300,000)  shares  for the Debenture.  In the event the Company cannot
register  sufficient  shares  of  Common  Stock,  due to the remaining number of
authorized  shares  of Common Stock being insufficient, the Company will use its
best  efforts  to  register  the  maximum  number  of shares it can based on the
remaining balance of authorized shares and will use its best efforts to increase
the  number  of  its  authorized  shares  as  soon  as  reasonably  practicable.

b.     The Company shall use its best efforts to have the Registration Statement
filed  with  the SEC within thirty (30) calendar days after the Closing Date. If
the  Registration  Statement  covering the Registrable Securities required to be
filed  by the Company pursuant to Section 2(a) hereof is not filed within thirty
(30)  calendar  days  following the Closing Date, then the Company shall pay the
Holder  the  sum  of  five  percent  (5%)  of  the Face Amount of the Debentures
outstanding  as  liquidated  damages, and not as a penalty, for each thirty (30)
calendar  day  period, pro rata, compounded daily, following the thirty (30) day
calendar day period until the Registration Statement is filed.  In addition, for
each  fifteenth (15) day calendar period the Registration Statement goes without
filing,  the  Conversion  Price  of  the Debentures will decrease by ten percent
(10%)  of  the  original Fixed Conversion Price.  For example, in the event that
upon  the  thirty-first (31st) day following Closing, the Registration Statement
has  not  been  filed with the SEC, the Conversion Price shall decrease by fifty
cents  ($.50)  per  share.  (5.00*10%=.50).  As  a further example, upon another
fifteen  (15)  days  thereafter, the Registration Statement goes without filing;
the  Fixed  Conversion  Price  shall  drop  an  additional  fifty  cents  ($.50)

     Notwithstanding  the foregoing, the amounts payable by the Company pursuant
to  this  Section  shall not be payable to the extent any delay in the filing of
the  Registration  Statement occurs because of an act of, or a failure to act or
to  act  timely  by  the  Holder or is otherwise attributable to the Holder. The
damages  set  forth  in  this  Section  shall  continue  until the obligation is
fulfilled  and  shall  be  paid within three (3) business days after each thirty
(30)  day period, or portion thereof, until the Registration Statement is filed.
Failure of the Company to make payment within said three (3) business days shall
be  considered  a  default.

     The  Company  acknowledges  that  its  failure  to  have  the  Registration
Statement  filed  within  said  thirty  (30)  calendar day period will cause the
Holder  to  suffer  damages  in  an  amount that will be difficult to ascertain.
Accordingly,  the  parties  agree  that  it  is  appropriate  to include in this
Agreement a provision for liquidated damages.  The parties acknowledge and agree
that  the  liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form  and  amount  of  such  liquidated  damages  are  reasonable  and  will not
constitute  a  penalty.  The payment of liquidated damages shall not relieve the
Company from its obligations to register the Common Stock and deliver the Common
Stock  pursuant  to  the terms of this Agreement, the Subscription Agreement and
the  Debenture.

In  the  event, the Company is the process of being acquired in whole by another
entity,  the  Holder  will suspend the penalties described in this section until
completion of the acquisition of the Company.  In the event, an acquisition plan
suspends  the  penalties  as  described  herein,  and  that  acquisition  is NOT
completed  in  its entirety, the Holder shall have the right to tack back to the
original  dates  described  in  this  section  for  the  penalties.

c.     The Company shall use its best efforts to have the Registration Statement
declared  effective by the SEC within one hundred and twenty (120) calendar days
after  the  Filing  Date. If the Registration Statement covering the Registrable
Securities  required  to be filed by the Company pursuant to Section 2(a) hereof
has  not  become  effective  within  one  hundred and twenty (120) calendar days
following the Filing Date, then the Company shall pay the Holder the sum of five
percent  (5%)  of the Face Amount as liquidated damages and not as a penalty for
each  thirty (30) calendar day period, pro rata, compounded daily, following the
one  hundred  and  twenty  (120)  calendar  day  period  until  the Registration
Statement  is  declared  effective.

     If  the Registration Statement covering the Registrable Securities required
to be filed by the Company pursuant to Section 2(a) hereof has become effective,
but  after  the effective date the Holder's right to sell is suspended, then the
Company shall pay the Holder the sum of two percent (2%) of the Face Amount plus
interest and penalties due to the Holder for the Registrable Securities pursuant
to  the  Subscription Agreement for each ten (10) calendar day period, pro rata,
compounded  daily,  following  the  suspension  until  such  suspension  ceases.

     Notwithstanding  the foregoing, the amounts payable by the Company pursuant
to  this  Section  shall  not  be  payable  to  the  extent  any  delay  in  the
effectiveness  of  the  Registration  Statement  or  any  suspension  of  the
effectiveness  occurs because of an act of, or a failure to act or to act timely
by  the Holder or is otherwise attributable to the Holder. The damages set forth
in  this  Section  shall continue until the obligation is fulfilled and shall be
paid  within  three (3) business days after each ten (10) day period, or portion
thereof,  until  the  Registration  Statement  is  declared  effective  or  such
suspension  is  released.  Failure  of  the  Company to make payment within said
three  (3)  business  days  shall  be  considered  a  default.

     The  Company  acknowledges  that  its  failure  to  have  the  Registration
Statement  becomeeffective within said one hundred and twenty (120) calendar day
period  or  to  permit  the  suspension of the effectiveness of the Registration
Statement,  will  cause  the  Holder to suffer damages in an amount that will be
difficult  to  ascertain.  Accordingly, the parties agree that it is appropriate
to  include  in  this Agreement a provision for liquidated damages.  The parties
acknowledge  and  agree  that the liquidated damages provision set forth in this
section  represents the parties' good faith effort to quantify such damages and,
as  such,  agree  that  the  form  and  amount  of  such  liquidated damages are
reasonable and will not constitute a penalty.  The payment of liquidated damages
shall  not relieve the Company from its obligations to register the Common Stock
and  deliver  the  Common  Stock  pursuant  to  the terms of this Agreement, the
Subscription  Agreement  and  the  Debenture.

In  the  event, the Company is the process of being acquired in whole by another
entity,  the  Holder  will suspend the penalties described in this section until
completion of the acquisition of the Company.  In the event, an acquisition plan
suspends  the  penalties  as  described  herein,  and  that  acquisition  is NOT
completed  in  its entirety, the Holder shall have the right to tack back to the
original  dates  described  in  this  section  for  the  penalties.

d.     The  Company  agrees  not  to  include  any  other  securities,  in  this
Registration  Statement  without  Holder's prior written consent, unless for the
Holder.  Furthermore,  the  Company  agrees  that  it  will  not  file any other
Registration Statement, including those on Form S-8, for other securities, until
three  hundred  and sixty (360) calendar days after the Effective Date unless it
has  written  approval  from the Holder. Failure to obtain written approval from
the  Holder  will  cause  the Holder to suffer damages that will be difficult to
ascertain.  Accordingly,  the  parties agree that it is appropriate to include a
provision  for  liquidated damages and the Company agrees to pay, the Holder the
sum  of  two  percent (2%) of the Face Amount as liquidated damages and not as a
penalty  for  each  thirty (30) calendar day period, pro rata, compounded daily,
until  the  unauthorized  Registration  Statement  is  withdrawn.

     3.     RELATED  OBLIGATIONS.

     At such time as the Company is obligated to prepare and file a Registration
Statement  with  the SEC pursuant to Section 2(a), the Company will use its best
efforts  to  effect the registration of the Registrable Securities in accordance
with  the  intended method of disposition thereof and, with respect thereto, the
Company  shall  have  the  following  obligations:


a.          The  Company  shall  use its best efforts to cause such Registration
Statement  relating to the Registrable Securities to become effective within one
hundred  and  twenty  (120)  calendar  days  after  the date and shall keep such
Registration  Statement  effective  pursuant to Rule 415 until the date on which
(A)  the  Holder  shall  have  sold all the Registrable Securities or the shares
included therein otherwise cease to be Registrable Securities and (B) the Holder
has  no  right  to  convert  the  securities it owns into Common Stock under the
Subscription  Agreement,  Debenture Agreement or Warrant Agreement, respectively
(the  "Registration  Period"),  which  Registration  Statement  (including  any
amendments  or supplements thereto and prospectuses contained therein) shall, as
of the date thereof, not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein, or necessary to make the
statements  therein,  in light of the circumstances in which they were made, not
misleading.  The  Company  shall  respond  to  any  and  all  SEC  comments  or
correspondence,  whether  written  or  oral,  direct  or  indirect,  formal  or
informal("Comments"),  within  seven (7) business days of receipt by the Company
of  such  Comments.  If  the  Company fails to respond within seven (7) business
days  of  receipt of SEC Comments, the Company shall pay to the Holder an amount
equal  to  two percent (2%) per month, on a pro rata basis, compounded daily, of
the  Face  Amount  as liquidated damages and not as a penalty; provided that the
seven  (7)  business  day  period  provided  herein  shall be extended as may be
required  by  delays  caused by Holder's counsel pursuant to paragraph 3g below,
and, provided further, that such seven (7) business day period shall be extended
two  (2)  business  days  for  responses  to SEC staff accounting comments.  The
Company  shall  cause  the  Registration  Statement  relating to the Registrable
Securities  to become effective no later than two (2) business days after notice
from  the  SEC that the Registration Statement has been cleared of all comments.
Failure  to  do  so  will  result  in  the  Face  Amount on the Debentures to be
increased  by  five  percent  (5%) per calendar day the Company does not request
acceleration  from  the  SEC,  as  liquidated  damages.

b.     The  Company  shall  prepare  and  file  with  the  SEC  such  amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  during  the Registration Period, and, during such period, comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities  of  the  Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in accordance with the intended methods of disposition by the Holder thereof
as  set forth in such Registration Statement.  In the event the number of shares
of  Common Stock available under a Registration Statement filed pursuant to this
Agreement  is  at  any  time  insufficient  to  cover  all  of  the  Registrable
Securities,  the  Company shall amend such Registration Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover all of the Registrable Securities, in each case, as soon as
practicable,  but  in  any  event  within  thirty  (30)  calendar days after the
necessity  therefor arises (based on the then Purchase Price of the Common Stock
and  other  relevant  factors  on  which the Company reasonably elects to rely),
assuming  the  Company  has sufficient authorized shares at that time, and if it
does  not,  within  thirty  (30) calendar days after such shares are authorized.
The  Company  shall  use  it  best  efforts  to  cause such amendment and/or new
Registration  Statement to become effective as soon as practicable following the
filing  thereof.

     Prior  to  conversion  of  all  the  Shares  (as  defined  in the Debenture
Agreement  between  the  Company and the Holder of even date) if at any time the
conversion  of all the Shares outstanding would result in an insufficient number
of  authorized  shares  of  Common  Stock  being  available  to  cover  all  the
conversions,  or in the event, that Holder deems that the Shares authorized will
become  insufficient, then in such event, the Company will move to call and hold
a  shareholder's  meeting within thirty (30) calendar days of such event for the
sole  purpose of authorizing additional shares of Common Stock to facilitate the
conversions.   In  such an event the Company shall recommend to all shareholders
and  management  of  the Company to vote their shares in favor of increasing the
authorized  number  of  shares  of  Common  Stock.  The  Company  represents and
warrants  that  under no circumstances will it deny or prevent Holder's right to
convert  the  Shares as permitted under the terms of this Subscription Agreement
or  this  Registration Rights Agreement. The Holder retains the right to request
additional  shares  upon  the  determination  the  company  may  not  be able to
facilitate  conversions  in  the  future.

c     The  Company  shall furnish to the Holder whose Registrable Securities are
included  in any Registration Statement and its legal counsel without charge and
upon  request  (i) promptly after the same is prepared and filed with the SEC at
least  one  copy  of  such  Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein
by  reference  and  all  exhibits,  the prospectus included in such Registration
Statement  (including  each  preliminary  prospectus)  and, with regards to such
Registration  Statement(s), any correspondence by or on behalf of the Company to
the SEC or the staff of the SEC and any correspondence from the SEC or the staff
of the SEC to the Company or its representatives, (ii) upon the effectiveness of
any  Registration  Statement,  a  copy  of  the  prospectus  included  in  such
Registration Statement and all amendments and supplements thereto (or such other
number  of  copies  as  the  Holder may reasonably request) and (iii) such other
documents,  including  copies  of  any  preliminary  or final prospectus, as the
Holder  may  reasonably  request  from  time  to time in order to facilitate the
disposition  of  the  Registrable  Securities.  The Company filing the documents
described  in  this paragraph through the Electronic Data Gathering Analysis and
Retrieval  System  ("EDGAR")  shall  constitute  delivery.

d.     The  Company shall use reasonable efforts to (i) register and qualify the
Registrable  Securities covered by a Registration Statement under the applicable
securities  or "blue sky" laws of such states of the United States as reasonably
specified  by  the  Holder,  (ii)  prepare and file in those jurisdictions, such
amendments  (including  post-effective  amendments)  and  supplements  to  such
registrations  and  qualifications  as  may  be  necessary  to  maintain  the
effectiveness  thereof  during  the  Registration  Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect  at  all  times  during  the Registration Period, and (iv) take all other
actions  reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required  in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but  for  this  Section 3(d), (y) subject itself to general taxation in any such
jurisdiction,  or  (z)  file a general consent to service of process in any such
jurisdiction.  The  Company  shall  promptly notify Holder who holds Registrable
Securities of the receipt by the Company of any notification with respect to the
suspension  of  the  registration  or  qualification  of  any of the Registrable
Securities  for sale under the securities or "blue sky" laws of any jurisdiction
in  the  United  States  or  its  receipt  of actual notice of the initiation or
threatening  of  any  proceeding  for  such  purpose.

e.  As  promptly  as practicable after becoming aware of such event, the Company
shall  notify  Holder  in  writing  of the happening of any event as a result of
which  the  prospectus  included in a Registration Statement, as then in effect,
includes  an untrue statement of a material fact or omission to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light  of the circumstances under which they were made, not misleading; and,
as  a  result,  is  required  to  be  supplemented  or  as a result of which the
Registration  Statement  is  required to be amended ("Registration Default") and
use  all  diligent  efforts to promptly prepare any necessary supplement to such
prospectus  or  amendment  to  such  Registration  Statement  and take any other
necessary  steps  to cure the Registration Default, (which, if such Registration
Statement  is  on Form S-3, may consist of a document to be filed by the Company
with  the  SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as
defined below) and to be incorporated by reference in the prospectus) to correct
such  untrue  statement or omission, and deliver one (1) copy of such supplement
or  amendment to Holder (or such other number of copies as Holder may reasonably
request;  delivery  via  EDGAR  shall  constitute delivery). Failure to cure the
Registration  Default  within five (5) business days shall result in the Company
paying  liquidated damages of two percent (2%) of the then outstanding principal
amount  of  the Debentures then held by the Holder for each thirty (30) calendar
day  period or portion thereof, beginning on the date of suspension. The Company
shall  also  promptly  notify  Holder  in  writing  (i) when a prospectus or any
prospectus  supplement  or  post-effective  amendment has been filed, and when a
Registration  Statement  or  any  post-effective  amendment has become effective
(notification of such effectiveness shall be delivered to Holder by facsimile on
the  same  day of such effectiveness and by overnight mail), (ii) of any request
by  the SEC for amendments or supplements to a Registration Statement or related
prospectus  or  related  information,  (iii)  of  the  Company's  reasonable
determination  that a post-effective amendment to a Registration Statement would
be  appropriate,  (iv)  in  the  event  the  Registration Statement is no longer
effective  or, (v) the Registration Statement is stale for a period of more than
five  (5)  Trading  Days as a result of the Company's failure to timely file its
financials.

     The  Company acknowledges that its failure to cure the Registration Default
within  three  (3)  business  days will cause the Holder to suffer damages in an
amount that will be difficult to ascertain.  Accordingly, the parties agree that
it  is  appropriate  to  include  in  this  Agreement a provision for liquidated
damages.  The  parties  acknowledge  and  agree  that  the  liquidated  damages
provision set forth in this section represents the parties' good faith effort to
quantify  such  damages  and,  as  such,  agree that the form and amount of such
liquidated  damages  are  reasonable  and  will  not  constitute  a  penalty.

It  is the intention of the parties that interest payable under any of the terms
of  this  Agreement  shall  not  exceed  the  maximum amount permitted under any
applicable law. If a law, which applies to this Agreement which sets the maximum
interest  amount, is finally interpreted so that the interest in connection with
this  Agreement  exceeds the permitted limits, then: (1) any such interest shall
be  reduced  by  the  amount  necessary  to reduce the interest to the permitted
limit; and (2) any sums already collected (if any) from the Company which exceed
the  permitted limits will be refunded to the Company.  The Holder may choose to
make  this  refund  by  reducing  the  amount  that  the Company owes under this
Agreement or by making a direct payment to the Company.  If a refund reduces the
amount  that  the  Company  owes  the Holder, the reduction will be treated as a
partial  payment.  In case any provision of this Agreement is held by a court of
competent  jurisdiction  to  be  excessive  in  scope  or  otherwise  invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so  that  it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Agreement will not in any way
be  affected  or  impaired  thereby.

f.  The  Company  shall use its best efforts to prevent the issuance of any stop
order  or other  suspension of effectiveness of a Registration Statement, or the
suspension of the qualification of any of the Registrable Securities for sale in
any  jurisdiction  and, if such an order or suspension is issued,  to obtain the
withdrawal  of  such  order or suspension at the earliest possible moment and to
notify  Holder  who  holds  Registrable Securities being sold of the issuance of
such  order  and  the  resolution thereof or its receipt of actual notice of the
initiation  or  threat  of  any  proceeding  for  such  purpose.

g.     The  Company shall permit Holder and a single firm of counsel, designated
as  selling  shareholders'  counsel  by  the  Holder  who hold a majority of the
Registrable  Securities  being  sold,  to review and comment upon a Registration
Statement and all amendments and supplements thereto at least seven (7) business
days  prior to their filing with the SEC, and not file any document in a form to
which  such  counsel or Holder reasonably objects.  The Company shall not submit
to  the  SEC  a  request for acceleration of the effectiveness of a Registration
Statement  or  file  with  the  SEC a Registration Statement or any amendment or
supplement  thereto  without the prior approval of such counsel or Holder, which
approval  shall  not  be  unreasonably  withheld.

h.     At  the request of any Holder, the Company shall cause to be furnished to
Holder,  on  the  date  of  the  effectiveness  of  a Registration Statement, an
opinion, dated as of such date, of counsel representing the Company for purposes
of  such  Registration  Statement,  in  the  form  of  Exhibit D attached to the
Subscription  Agreement.

i.     The  Company  shall  make available for inspection by (i) Holder and (ii)
one  firm  of  attorneys and one firm of accountants or other agents retained by
the  Holder  (collectively,  the "Inspectors") all pertinent financial and other
records,  and  pertinent  corporate  documents  and  properties  of  the Company
(collectively,  the  "Records"), as shall be reasonably deemed necessary by each
Inspector,  and  cause the Company's officers, directors and employees to supply
all  information  which any Inspector may reasonably request; provided, however,
that  each  Inspector  shall  hold  in  strict confidence and shall not make any
disclosure  (except to a Holder) or use of any Record or other information which
the  Company  determines  in  good  faith  to  be  confidential,  and  of  which
determination  the Inspectors are so notified, unless (a) the disclosure of such
Records  is  necessary  to  avoid  or  correct a misstatement or omission in any
Registration  Statement  or  is  otherwise  required under the 1933 Act, (b) the
release  of such Records is ordered pursuant to a final, non-appealable subpoena
or  order  from a court or government body of competent jurisdiction, or (c) the
information  in  such  Records  has  been made generally available to the public
other  than  by  disclosure in violation of this or any other agreement of which
the  Inspector  has  knowledge.  Holder agrees that it shall, upon learning that
disclosure  of  such  Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the Company
and  allow  the  Company,  at  its  expense,  to undertake appropriate action to
prevent  disclosure  of, or to obtain a protective order for, the Records deemed
confidential.

j.     The  Company  shall  hold  in  confidence  and not make any disclosure of
information concerning a Holder provided to the Company unless (i) disclosure of
such  information  is necessary to comply with federal or state securities laws,
(ii)  the  disclosure  of  such  information  is necessary to avoid or correct a
misstatement  or  omission  in  any Registration Statement, (iii) the release of
such  information  is  ordered  pursuant  to  a  subpoena  or  other  final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information concerning a Holder is sought in or by a court or governmental
body  of  competent  jurisdiction  or  through  other means, give prompt written
notice  to  Holder  and  allow  Holder,  at  the  Holder's expense, to undertake
appropriate  action  to  prevent  disclosure of, or to obtain a protective order
for,  such  information.

k.     The  Company  shall  use  its  best  efforts  to  secure  designation and
quotation  of  all  the  Registrable  Securities  covered  by  any  Registration
Statement  on the Principal Market.  If, despite the Company's best efforts, the
Company  is  unsuccessful in satisfying the preceding sentence, it shall use its
best efforts to cause all the Registrable Securities covered by any Registration
Statement  to be listed on each other national securities exchange and automated
quotation system, if any, on which securities of the same class or series issued
by  the  Company  are  then  listed,  if any, if the listing of such Registrable
Securities  is  then  permitted under the rules of such exchange or system.  If,
despite  the  Company's  best efforts, the Company is unsuccessful in satisfying
the  two  preceding  sentences,  it  will  use  its  best  efforts to secure the
inclusion  for  quotation with Pink Sheets, LLC.  The Company shall pay all fees
and  expenses  in  connection  with satisfying its obligation under this Section
3(k).

l.     The  Company  shall  cooperate  with  the Holder to facilitate the timely
preparation  and  delivery  of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement  and  enable such certificates to be in such denominations or amounts,
as  the case may be, as the Holder may reasonably request and registered in such
names  of  the  Persons  who  shall acquire such Registrable Securities from the
Holder,  as  the  Holder  may  request.

m.     The  Company  shall  provide  a  transfer  agent  for all the Registrable
Securities  not  later than the Closing Date of the first Registration Statement
filed  pursuant  hereto.

n.     If  requested  by the Holder, the Company shall (i) as soon as reasonably
practical  incorporate  in  a  prospectus supplement or post-effective amendment
such  information  as  Holder  reasonably  determines should be included therein
relating  to  the  sale  and  distribution of Registrable Securities, including,
without  limitation, information with respect to the offering of the Registrable
Securities  to  be sold in such offering; (ii) make all required filings of such
prospectus  supplement  or  post-effective  amendment as soon as notified of the
matters  to  be  incorporated  in  such  prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement
if  reasonably  requested  by  Holder.

o.     The  Company  shall  use  its  best  efforts  to  cause  the  Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.

p.     The  Company  shall  make  generally available to its security holders as
soon as reasonably practical, but not later than ninety (90) calendar days after
the  close  of  the  period  covered  thereby,  an  earnings  statement (in form
complying  with  the  provisions  of  Rule  158  under  the 1933 Act) covering a
twelve-month  period  beginning  not  later  than the first day of the Company's
fiscal  quarter next following the effective date of any Registration Statement.
Filing  via  EDGAR  shall  constitute  delivery.

q.     The  Company  shall  otherwise  use  its  best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

r.     Within  one  (1)  business  day  after  the  Registration Statement which
includes  Registrable  Securities  is declared effective by the SEC, the Company
shall  deliver, and shall cause legal counsel for the Company to deliver, to the
transfer  agent  for  such  Registrable  Securities,  with copies to the Holder,
confirmation that such Registration Statement has been declared effective by the
SEC  in  the  form attached hereto as Exhibit A. Failure to do so will result in
the  Face Amount on the Debentures to be increased by  two percent (2%) per day,
as  liquidated  damages.

s.     Subsequent  to the SEC declared the Registration Statement cleared of all
comments  and  the Company's acceptance of the effectiveness of the Registration
Statement, the Company shall file a prospectus covering the resale of the Shares
("Prospectus")  within  two (2) trading days.  In the event the Company does not
file  the Prospectus within two (2) trading days of the Effective Date, then the
Company  shall  pay  the Holder the sum of five percent (5%), of the Face Amount
due  to  the  Holder  for  each two (2) trading day period, pro rata, compounded
daily,  following  the two (2) trading day period until the Prospectus is filed.

t.     The Company shall take all other reasonable actions necessary to expedite
and facilitate disposition by the Holder of Registrable Securities pursuant to a
Registration  Statement.

     4.     OBLIGATIONS  OF  THE  HOLDER.

a.     At  least  five  (5)  calendar days prior to the first anticipated filing
date  of a Registration Statement  the Company shall notify Holder in writing of
the  information  the  Company  requires  from  Holder.  It shall be a condition
precedent  to  the  obligations  of  the  Company  to  complete the registration
pursuant  to  this  Agreement  with respect to the Registrable Securities of the
Holder  that  Holder  shall  furnish  in writing to the Company such information
regarding  itself, the Registrable Securities held by it and the intended method
of  disposition  of the Registrable Securities held by it as shall reasonably be
required  to  effect  the  registration of such Registrable Securities and shall
execute  such  documents in connection with such registration as the Company may
reasonably  request.  The  Holder  covenants and agrees that, in connection with
any resale of Registrable Securities by it pursuant to a Registration Statement,
it  shall  comply  with  the  "Plan  of  Distribution"  section  of  the current
prospectus  relating  to  such  Registration  Statement.

b.     The  Holder, by Holder's acceptance of the Registrable Securities, agrees
to  cooperate  with  the  Company  as  reasonably  requested  by  the Company in
connection  with  the  preparation  and  filing  of  any  Registration Statement
hereunder  and  in  responding  to  SEC  comments  in  connection  therewith.

c.     Holder  agrees  that,  upon receipt of any notice from the Company of the
happening  of  any  event  of  the  kind  described in Section 3(f) or the first
sentence of 3(e), Holder will immediately discontinue disposition of Registrable
Securities  pursuant  to any Registration Statement(s) covering such Registrable
Securities  until  Holder's receipt of the copies of the supplemented or amended
prospectus  contemplated  by  Section  3(f)  or  the  first  sentence  of  3(e).

     5.     EXPENSES  OF  REGISTRATION.

     All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections  2  and 3, including, without limitation, all registration, listing and
qualifications  fees,  printing  and  accounting  fees,  and reasonable fees and
disbursements  of  counsel  for  the  Company  shall  be  paid  by  the Company.

     6.     INDEMNIFICATION.

     In  the  event  any  Registrable  Securities are included in a Registration
Statement  under  this  Agreement:


a.          To the fullest extent permitted by law, the Company will, and hereby
does,  indemnify,  hold  harmless  and  defend Holder who holds such Registrable
Securities,  the  directors,  officers,  partners,  employees,  agents,
representatives  of,  and  each  Person,  if any, who controls Holder within the
meaning  of the 1933 Act or the Securities Exchange Act of 1934, as amended (the
"1934  Act"),  (each,  an  "Indemnified  Person"),  against  any losses, claims,
damages,  liabilities,  judgments,  fines, penalties, charges, costs, attorneys'
fees,  amounts  paid  in settlement or expenses, joint or several (collectively,
"Claims"),  incurred in investigating, preparing or defending any action, claim,
suit,  inquiry,  proceeding, investigation or appeal taken from the foregoing by
or  before any court or governmental, administrative or other regulatory agency,
body  or  the  SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may  become  subject  insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or  alleged  untrue  statement  of  a material fact in a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("Blue  Sky  Filing"),  or  the omission or alleged omission to state a
material  fact required to be stated therein or necessary to make the statements
therein,  in  light of the circumstances under which the statements therein were
made, not misleading, (ii) any untrue statement or alleged untrue statement of a
material  fact contained in the final prospectus (as amended or supplemented, if
the  Company  files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make  the statements made therein, in light of the circumstances under which the
statements  therein were made, not misleading, or (iii) any violation or alleged
violation  by  the  Company  of  the  1933  Act,  the  1934  Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant  to  a Registration Statement (the matters in the foregoing
clauses  (i)  through  (iii) being, collectively, "Violations").  Subject to the
restrictions  set  forth  in  Section  6(c)  with respect to the number of legal
counsel,  the  Company  shall  reimburse  the  Holder  and each such controlling
person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any  such Claim. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based  upon  a  Violation committed by any Indemnified Person or which occurs in
reliance  upon  and  in  conformity with information furnished in writing to the
Company  by  any  Indemnified  Person  expressly  for use in connection with the
preparation  of  the  Registration  Statement  or  any such amendment thereof or
supplement thereto, if such prospectus were timely made available by the Company
pursuant  to  Section 3(c); (ii) shall not be available to the extent such Claim
is  based  on (a) a failure of the Holder to deliver or to cause to be delivered
the prospectus made available by the Company or (b) the Indemnified Person's use
of  an  incorrect  prospectus  despite  being promptly advised in advance by the
Company  in  writing  not  to use such incorrect prospectus; and (iii) shall not
apply  to amounts paid in settlement of any Claim if such settlement is effected
without  the  prior  written  consent of the Company, which consent shall not be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless  of  any investigation made by or on behalf of the Indemnified Person
and  shall  survive  the  resale  of  the  Registrable  Securities by the Holder
pursuant  to  the  Registration  Statement.

b.          In  connection  with  any  Registration Statement in which Holder is
participating,  Holder  agrees  to  severally  and  not  jointly indemnify, hold
harmless  and defend, to the  same extent and in the same manner as is set forth
in  Section  6(a), the Company, each of its  directors, each of its officers who
signs  the Registration Statement, each Person, if any, who controls the Company
within  the  meaning  of the 1933 Act or the 1934 Act (collectively and together
with  an  Indemnified  Person,  an  "Indemnified  Party"),  against any Claim or
Indemnified Damages to which any of them may become subject, under the 1933 Act,
the  1934  Act  or otherwise, insofar as such Claim or Indemnified Damages arise
out  of or are based upon any Violation, in each case to the extent, and only to
the  extent,  that such Violation occurs in reliance upon and in conformity with
written  information  furnished  to  the  Company by Holder expressly for use in
connection  with  such  Registration  Statement;  and,  subject to Section 6(c),
Holder will reimburse any legal or other expenses reasonably incurred by them in
connection  with  investigating  or defending any such Claim; provided, however,
that  the  indemnity  agreement contained in this Section 6(b) and the agreement
with  respect  to contribution contained in Section 7 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written  consent  of  Holder,  which consent shall not be unreasonably withheld;
provided,  further,  however, that the Holder shall be liable under this Section
6(b)  for  only that amount of a Claim or Indemnified Damages as does not exceed
the  net  proceeds  to  Holder as a result of the sale of Registrable Securities
pursuant  to  such  Registration Statement.  Such indemnity shall remain in full
force  and  effect  regardless of any investigation made by or on behalf of such
Indemnified  Party and shall survive the resale of the Registrable Securities by
the  Holder  pursuant to the Registration Statement. Notwithstanding anything to
the  contrary  contained herein, the indemnification agreement contained in this
Section  6(b)  with respect to any preliminary prospectus shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary prospectus were corrected on a timely basis in
the  prospectus,  as  then  amended  or  supplemented.

c.          Promptly after receipt by an Indemnified Person or Indemnified Party
under  this  Section 6 of notice of the commencement of any action or proceeding
(including  any  governmental  action  or  proceeding)  involving  a Claim, such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to  be  made against any indemnifying party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of  the  commencement  thereof, and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  control  of  the  defense  thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with the fees and expenses to be paid by the indemnifying party, if, in
the  reasonable  opinion  of  counsel  retained  by  the indemnifying party, the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented  by such counsel in such proceeding.  The indemnifying
party  shall pay for only one separate legal counsel for the Indemnified Persons
or the Indemnified Parties, as applicable, and such counsel shall be selected by
Holder  holding a majority-in-interest of the Registrable Securities included in
the Registration Statement to which the Claim relates, if the Holder is entitled
to  indemnification  hereunder,  or  the  Company, if the Company is entitled to
indemnification  hereunder, as applicable.  The Indemnified Party or Indemnified
Person  shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or claim by the indemnifying party and
shall  furnish to the indemnifying party all information reasonably available to
the  Indemnified  Party  or  Indemnified  Person which relates to such action or
claim.  The  indemnifying  party shall keep the Indemnified Party or Indemnified
Person  fully  appraised  at  all  times  as to the status of the defense or any
settlement  negotiations  with  respect thereto.  No indemnifying party shall be
liable  for  any  settlement of any action, claim or proceeding effected without
its  written  consent,  provided, however, that the indemnifying party shall not
unreasonably  withhold,  delay  or  condition its consent. No indemnifying party
shall,  without  the  consent  of  the  Indemnified Party or Indemnified Person,
consent  to  entry  of  any  judgment  or  enter  into  any  settlement or other
compromise which does not include as an unconditional term thereof the giving by
the  claimant  or plaintiff to such Indemnified Party or Indemnified Person of a
release  from all liability in respect to such Claim.  Following indemnification
as  provided  for  hereunder,  the indemnifying party shall be surrogated to all
rights  of the Indemnified Party or Indemnified Person with respect to all third
parties,  firms or corporations relating to the matter for which indemnification
has  been made.  The failure to deliver written notice to the indemnifying party
within  a  reasonable  time  of  the  commencement  of any such action shall not
relieve  such  indemnifying  party of any liability to the Indemnified Person or
Indemnified  Party  under  this  Section  6,  except  to  the  extent  that  the
indemnifying  party  is  prejudiced  in  its  ability  to  defend  such  action.

d.          The  indemnification  required  by  this  Section 6 shall be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense, as and when bills are received or Indemnified Damages are incurred.

e.          The  indemnity  agreements  contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (ii) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.

     7.     CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law; provided, however, that: (i) no
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6;  (ii)  no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received  by  such  seller  from  the  sale  of  such  Registrable  Securities.

          8.     REPORTS UNDER THE EXHANGE ACT.
With a view to making available to the Investors the benefits of Rule 144
promulgated under the Securities Act or any similar rule or regulation of the
SEC that may at any time permit the Investors to sell securities of the Company
to the public without registration ("Rule 144") the Company agrees to:
(a) make and keep public information available, as those terms are understood
and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act so long as
the Company remains subject to such requirements and the filing of such reports
and other documents as are required by the applicable provisions of Rule 144;
and
(c)  furnish  to  each  Investor  so  long  as  such  Investor  owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it  has complied with the reporting requirements of Rule 144, the Securities Act
and  the Exchange Act, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company, and
(iii)  such  other  information  as  may  be  reasonably requested to permit the
Investors  to  sell  such  securities pursuant to Rule 144 without registration.

     9.     NO  ASSIGNMENT  OF  REGISTRATION  RIGHTS.

     The  rights  under  this  Agreement  shall  not  be  assignable.

     10.     AMENDMENT  OF  REGISTRATION  RIGHTS.

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with the written consent of the Company and Holder of
the  Registrable Securities. Any amendment or waiver effected in accordance with
this Section 10 shall be binding upon Holder and the Company.  No such amendment
shall  be effective to the extent that it applies to less than all of the Holder
of the Registrable Securities.  No consideration shall be offered or paid to any
Person  to  amend or consent to a waiver or modification of any provision of any
of  this  Agreement  unless the same consideration also is offered to all of the
parties  to  this  Agreement.

     11.     MISCELLANEOUS.

a.     A Person is deemed to be a Holder of Registrable Securities whenever such
Person  owns  of  record  such  Registrable Securities.  If the Company receives
conflicting  instructions,  notices  or  elections from two or more Persons with
respect to the same Registrable Securities, the Company shall act upon the basis
of  instructions,  notice or election received from the registered owner of such
Registrable  Securities.

b.     Any  notices,  consents,  waivers  or  other  communications  required or
permitted  to  be given under the terms of this Agreement must be in writing and
will  be  deemed  to  have  been  delivered  (i)  upon  receipt,  when delivered
personally;  (ii)  upon receipt, when sent by facsimile (provided a confirmation
of  transmission is mechanically or electronically generated and kept on file by
the  sending  party);  or  (iii)  one  (1)  day  after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:

If  to  the  Company:

James C. Fields
LocatePLUS Holdings Corporation
100 PlaceNameplaceCummings PlaceTypeCenter #235M
CityplaceBeverly, StateMA PostalCode01915
Telephone: 978-921-2727
Facsimile:  978-524-8887


If  to  the  Holder:

     At  the  address  listed  in  the  Questionnaire.


     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

c.     Failure of any party to exercise any right or remedy under this Agreement
or  otherwise, or delay by a party in exercising such right or remedy, shall not
operate  as  a  waiver  thereof.

d.     All  disputes  arising  under  this  agreement  shall  be governed by and
interpreted  in  accordance  with  the laws of the placePlaceTypeCommonwealth of
PlaceNameMassachusetts,  without  regard to principles of conflict of laws.  The
parties  to this agreement will submit all disputes arising under this agreement
to arbitration in placeCityBoston, StateMassachusetts 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  placePlaceTypeCommonwealth of PlaceNameMassachusetts.  No party to
this  agreement  will challenge the jurisdiction or venue provisions as provided
in  this  section.

e.     This  Agreement  and  the  Transaction  Documents  (as  defined  in  the
Subscription  Agreement)constitute the entire agreement among the parties hereto
with  respect  to  the  subject  matter  hereof  and  thereof.  There  are  no
restrictions,  promises,  warranties or undertakings, other than those set forth
or  referred  to  herein  and  therein.

f.     This  Agreement  and  the  Transaction  Documents  supersede  all  prior
agreements  and  understandings  among  the  parties  hereto with respect to the
subject  matter  hereof  and  thereof.

g.     The  headings in this Agreement are for convenience of reference only and
shall  not  limit  or  otherwise  affect  the  meaning  hereof.

h.     This  Agreement may be executed in two or more counterparts, all of which
taken  together shall constitute one instrument.  Execution and delivery of this
Agreement  by  exchange of facsimile copies bearing the facsimile signature of a
party  shall  constitute  a  valid  and  binding  execution and delivery of this
Agreement  by  such  party.  Such  facsimile copies shall constitute enforceable
original  documents.

i.     Each  party  shall do and perform, or cause to be done and performed, all
such  further  acts  and  things,  and  shall execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.

j.     All  consents  and other determinations to be made by the Holder pursuant
to  this  Agreement shall be made, unless otherwise specified in this Agreement,
by  Holder  holding  a  majority  of  the  Registrable  Securities.

k.     The  language  used  in  this Agreement will be deemed to be the language
chosen  by  the  parties  to  express their mutual intent and no rules of strict
construction  will  be  applied  against  any  party.

          12.  Waiver

The  Holder'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 Holder under this Agreement to
demand  strict  compliance and performance herewith. Any waiver by the Holder 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 Holder, 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  Holder.

          13.  Payment  of  Penalties

Any  accrued  penalties  incurred  herein by the Company for failure to act in a
timely  manner,  as  described  in  this Agreement, shall be charged to the Face
Amount of the Debenture (as defined in the Debenture), unless specifically noted
otherwise.  The  Holder reserves the rights to take Payment of Penalties in cash
or  in  Common  Stock  priced  at  the Fixed Conversion Price (as defined in the
Debenture  Agreement).

          14.  Waiver  of  Jury  Trial.

AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS AGREEMENT, THE
PARTIES  HERETO  HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
RELATED  IN  ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
ASSOCIATED  WITH  THIS  TRANSACTION.



                                      * * *







IN  WITNESS  WHEREOF, the parties have caused this Registration Rights Agreement
to be duly executed as of the day and year first above written.  Duly authorized
to  sign  on  behalf  of:



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


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



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