WARRANT AGREEMENT

THESE  SECURITIES  AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED  BY  AN  EFFECTIVE  REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION"
LETTER  FROM  THE  SECURITIES  AND  EXCHANGE  COMMISSION  WITH  RESPECT  TO SUCH
TRANSFER,  A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND
EXCHANGE  COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE
EFFECT  THAT  ANY  SUCH  TRANSFER  IS  EXEMPT  FROM  SUCH  REGISTRATION.


                         LocatePlus Holdings Corporation
                         -------------------------------

                            WARRANT NO. December 101
                            ------------------------

                            Dated: December 29, 2005


LocatePlus  Holdings  Corporation, a corporation organized under the laws of the
---------------------------------
State  of  Delaware  (the  "Company"), hereby certifies that, for value received
from Dutchess Private Equities Fund, II, L.P.,  ("Holder"), is entitled, subject
to  the  terms  set  forth  below, to purchase from the Company up to a total of
seven  hundred  and  fifty  thousand  (750,000) shares of Common Stock, $.01 par
value  per  share  (the  "Common  Stock"),  of  the  Company (each such share, a
"Warrant  Share" and all such shares, the "Warrant Shares") at an exercise price
equal  to  the  lower  of a) Fixed Conversion Price (as defined in the Debenture
Agreement  of  even  date between the Company and the original Holder) or b) the
lowest  closing  bid  price of the Common Stock between December 2, 2005 and the
Filing  Date.  The  Warrant  may  be exercised on a cashless basis anytime after
issuance  through  and  including  the  fifth  (5th) anniversary of its original
issuance (the "Expiration Date"), subject to the following terms and conditions:

     1.     Registration  of  Warrant.  The Company shall register this Warrant,
            -------------------------
upon  records  to  be  maintained  by the Company for that purpose (the "Warrant
Register"),  in  the  name  of  the record Holder hereof from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner  hereof  for the purpose of any exercise hereof or any distribution to the
Holder,  and  for  all  other purposes, and the Company shall not be affected by
notice  to  the  contrary.

2.     Registration  of  Transfers  and  Exchanges.
       -------------------------------------------

      (a)     The  Company  or  the  transfer  agent  shall  enter or record the
transfer  of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant to the Company at the office specified in or pursuant to Section
3(b).  Upon  any such registration or transfer, a new warrant to purchase Common
Stock,  in  substantially the form of this Warrant (any such new warrant, a "New
Warrant"), evidencing the portion of this Warrant so transferred shall be issued
to  the  transferee  and  a New Warrant evidencing the remaining portion of this
Warrant  not so transferred, if any, shall be issued to the transferring Holder.
The  acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance  of  such transferee of all of the rights and obligations of a holder
of  a  Warrant.

     (b)     This  Warrant  is  exchangeable,  upon  the surrender hereof by the
Holder to the office of the Company specified in or pursuant to Section 3(b) for
one  or more New Warrants, evidencing in the aggregate the right to purchase the
number  of  Warrant  Shares which may then be purchased hereunder.  Any such New
Warrant  will  be  dated  the  date  of  such  exchange.

     3.     Duration  and  Exercise  of  Warrants.
            -------------------------------------

     (a)     This  Warrant  shall be exercisable by the registered Holder on any
business day before 5:00 P.M., Boston time, at any time and from time to time on
or  after  the  date hereof to and including the Expiration Date.  At 5:00 P.M.,
Boston  time  on  the Expiration Date, the portion of this Warrant not exercised
prior thereto shall be and become void and of no value.  Prior to the Expiration
Date,  the  Company  may  not  call or otherwise redeem this Warrant without the
prior  written  consent  of  the  Holder.

     (b)     Subject to Sections 2(b), 6 and 10, upon surrender of this Warrant,
with the Form of Election to Purchase attached hereto duly completed and signed,
to  the  Company  at  its  address  for notice set forth in Section 12  and upon
payment  of  the  Exercise Price multiplied by the number of Warrant Shares that
the  Holder intends to purchase hereunder, in the manner provided hereunder, all
as  specified  by  the  Holder  in the Form of Election to Purchase, the Company
shall  promptly  (but  in  no event later than 5 business days after the Date of
Exercise  (as  defined  herein))  issue  or  cause  to be issued and cause to be
delivered  to  or upon the written order of the Holder and in such name or names
as  the Holder may designate, a certificate for the Warrant Shares issuable upon
such exercise, free of restrictive legends except (i) either in the event that a
registration  statement covering the resale of the Warrant Shares and naming the
Holder  as a selling stockholder thereunder is not then effective or the Warrant
Shares  are not freely transferable without volume restrictions pursuant to Rule
144(k) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"),  or  (ii)  if  this  Warrant shall have been issued pursuant to a written
agreement  between  the  original  Holder  and  the Company, as required by such
agreement.  In  the case of (i) above, the Warrant Shares will bear a Securities
Act  restrictive  legend.  Any  person  so  designated  by the Holder to receive
Warrant  Shares  shall be deemed to have become holder of record of such Warrant
Shares  as  of  the  Date  of  Exercise  (as defined in this subsection) of this
Warrant.  A  "Date  of  Exercise" means the date on which the Company shall have
received  (i) this Warrant (or any New Warrant, as applicable), with the Form of
Election  to  Purchase  attached  hereto  (or  attached  to  such  New  Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for  the  number  of  Warrant  Shares  so  indicated  by the holder hereof to be
purchased.

     (c)     This  Warrant shall be exercisable, either in its entirety or, from
time  to  time, for a portion of the number of Warrant Shares.  If less than all
of the Warrant Shares which may be purchased under this Warrant are exercised at
any  time,  the Company shall issue or cause to be issued, at its expense, a New
Warrant  evidencing the right to purchase the remaining number of Warrant Shares
for  which  no  exercise  has  been  evidenced by this Warrant. In the event the
Common  Stock  representing  the Warrant Shares is not delivered per the written
instructions  of  the Purchaser, within ten (10) business days after the  Notice
of  Election  and Warrant is received by the Company (the "Delivery Date"), then
in such event the Company shall pay to Holder two percent (2.0%) in cash, of the
dollar  value of the Warrant Shares to be issued per each day after the Delivery
Date  that  the  Warrant Shares are not delivered. The Company acknowledges that
its  failure  to  deliver the Warrant Shares by the Delivery Date 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 Warrant
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  deliver  the  Common  Stock  pursuant to the terms of this
Warrant.  The  Company  shall make any payments incurred under this Section 3 in
immediately  available  funds  within  five  (5)  business days from the date of
issuance  of the applicable Warrant Shares.  Nothing herein shall limit Holder's
right  to  pursue  actual  damages  or  cancel  the  Notice  of Election for the
Company's  failure  to issue and deliver Common Stock to the Holder within seven
(7)  business  days  following  the  Delivery  Date.

     4.     Registration  Rights.  During  the term of this Warrant, the Company
            --------------------
agrees  to use its best efforts to file, within thirty (30) calendar days of the
Closing,  a  registration  statement with the Securities and Exchange Commission
covering  the  resale  of  the Warrant Shares and naming the Holder as a selling
stockholder  thereunder  (unless  the  Warrant  Shares  are  otherwise  freely
transferable  without  volume  restrictions pursuant to Rule 144(k) or Rule 144A
promulgated  under  the  Act).  The  registration  rights  granted to the Holder
pursuant to this Section shall continue until all of the Holder's Warrant Shares
have  been  sold  in accordance with an effective registration statement or upon
the  Expiration  Date,  or  as  otherwise provided in the Debenture Registration
Rights  Agreement entered into between the Company and the original Holder as of
the  original  issuance  date  hereof.  The  Company  will  pay all registration
expenses  in  connection  therewith.

     5.      Payment of Taxes.  The Company will pay all documentary stamp taxes
             ----------------
attributable  to  the  issuance  of  Warrant  Shares  upon  the exercise of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax  that may be payable in respect of any transfer involved in the registration
of  any certificates for Warrant Shares or Warrants in a name other than that of
the  Holder.  The  Holder  shall be responsible for all other tax liability that
may  arise  as  a  result  of  holding or transferring this Warrant or receiving
Warrant  Shares  upon  exercise  hereof.

     6.     Replacement  of Warrant.  If this Warrant is mutilated, lost, stolen
            -----------------------
or  destroyed,  the  Company  shall  issue or cause to be issued in exchange and
substitution  for  and  upon cancellation hereof, or in lieu of and substitution
for  this  Warrant,  a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
requested,  satisfactory  to  it.  Applicants  for  a  New  Warrant  under  such
circumstances  shall  also  comply  with  such  other reasonable regulations and
procedures  and  pay such other reasonable charges as the Company may prescribe.

     7.     Reservation  of  Warrant Shares.  The Company covenants that it will
            -------------------------------
at  all  times reserve and keep available out of the aggregate of its authorized
but  unissued  Common  Stock,  solely  for  the  purpose of enabling it to issue
Warrant  Shares  upon exercise of this Warrant as herein provided, the number of
Warrant Shares which are then issuable and deliverable upon the exercise of this
entire  Warrant,  free  from  preemptive  rights  or any other actual contingent
purchase  rights  of  persons  other  than  the  Holder (taking into account the
adjustments  and  restrictions  of  Section  8).  The Company covenants that all
Warrant  Shares  that  shall be so issuable and deliverable shall, upon issuance
and  the  payment  of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable.
If  the  Company does not have a sufficient amount of Common Stock authorized to
reserve  for  the  Warrant Shares, it shall use its best efforts to place before
shareholder  vote  a proposal to increase the number of its authorized shares as
soon  as  reasonably  practicable.

     8.     Certain  Adjustments.  The  Exercise  Price  and  number  of Warrant
            --------------------
Shares  issuable  upon  exercise  of this Warrant are subject to adjustment from
time  to  time as set forth in this Section 8.  Upon each such adjustment of the
Exercise  Price pursuant to this Section 8, the Holder shall thereafter prior to
the  Expiration  Date  be  entitled to purchase, at the Exercise Price resulting
from  such  adjustment, the number of Warrant Shares obtained by multiplying the
Exercise  Price  in effect immediately prior to such adjustment by the number of
Warrant  Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such  adjustment.

     (a)     If  the Company, at any time while this Warrant is outstanding, (i)
shall  pay  a  stock  dividend  (except  scheduled dividends paid on outstanding
preferred  stock  as of the date hereof which contain a stated dividend rate) or
otherwise  make a distribution or distributions on shares of its Common Stock or
on  any  other class of capital stock and not the Common Stock payable in shares
of Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger
number  of  shares,  or  (iii) combine outstanding shares of Common Stock into a
smaller  number  of shares, the Exercise Price shall be multiplied by a fraction
of  which the numerator shall be the number of shares of Common Stock (excluding
treasury  shares,  if  any)  outstanding  before  such  event  and  of which the
denominator  shall  be  the number of shares of Common Stock (excluding treasury
shares,  if  any) outstanding after such event.  Any adjustment made pursuant to
this  Section  shall  become effective immediately after the record date for the
determination  of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision  or  combination,  and  shall  apply  to successive subdivisions and
combinations.

     (b)     In  case  of  any  reclassification  of  the  Common  Stock,  any
consolidation  or merger of the Company with or into another person, the sale or
transfer  of  all  or  substantially  all  of  the  assets of the Company or any
compulsory  share  exchange pursuant to which the Common Stock is converted into
other  securities,  cash  or  property,  then  the  Holder  shall have the right
thereafter  to  exercise  this  Warrant  only into the shares of stock and other
securities  and  property  receivable  upon  or  deemed to be held by holders of
Common  Stock  following  such  reclassification,  consolidation,  merger, sale,
transfer  or share exchange, and the Holder shall be entitled upon such event to
receive  such  amount  of  securities or property equal to the amount of Warrant
Shares  such  Holder  would have been entitled to had such Holder exercised this
Warrant immediately prior to such reclassification, consolidation, merger, sale,
transfer  or share exchange.  The terms of any such consolidation, merger, sale,
transfer or share exchange shall include such terms so as to continue to give to
the  Holder  the  right  to receive the securities or property set forth in this
Section  9(b)  upon  any  exercise  following  any  such  reclassification,
consolidation,  merger,  sale,  transfer  or  share  exchange.

      (c)      If  the  Company,  at any time while this Warrant is outstanding,
shall  distribute  to  all  holders  of Common Stock (and not to holders of this
Warrant)  evidences  of  its  indebtedness  or  assets  or rights or warrants to
subscribe  for or purchase any security (excluding those referred to in Sections
8(a),  (b)  and  (d)),  then  in  each  such  case  the  Exercise Price shall be
determined  by multiplying the Exercise Price in effect immediately prior to the
record  date  fixed  for  determination of stockholders entitled to receive such
distribution  by a fraction of which the denominator shall be the Exercise Price
determined  as  of  the  record date mentioned above, and of which the numerator
shall be such Exercise Price on such record date less the then fair market value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined by
the  Company's  independent certified public accountants that regularly examines
the  financial  statements  of  the  Company  (an  "Appraiser").

     (d)     If,  at  any  time  while  this Warrant is outstanding, the Company
shall  issue  or  cause  to be issued rights or warrants to acquire or otherwise
sell  or  distribute  shares  of Common Stock for a consideration per share less
than  the  lower  of  the Exercise Price then in effect and the then fair market
value of the Common Stock, then, forthwith upon such issue or sale, the Exercise
Price  shall be reduced to the price (calculated to the nearest one hundredth of
a cent) determined by multiplying the Exercise Price in effect immediately prior
thereto by a fraction, the numerator of which shall be the sum of (i) the number
of  shares  of  Common Stock outstanding immediately prior to such issuance, and
(ii)  the  number  of  shares  of Common Stock which the aggregate consideration
received  (or  to  be  received, assuming exercise or conversion in full of such
rights, warrants and convertible securities) for the issuance of such additional
shares of Common Stock would purchase at the Exercise Price, and the denominator
of  which  shall  be the sum of the number of shares of Common Stock outstanding
immediately after the issuance of such additional shares.  Such adjustment shall
be  made  successively  whenever  such  an  issuance  is  made.

     (e)     For  the  purposes  of  this Section 8, the following clauses shall
also  be  applicable:

     (i)  Record  Date.  In  case the Company shall take a record of the holders
          ------------
of  its Common Stock for the purpose of entitling them (A) to receive a dividend
or  other  distribution  payable in Common Stock or in securities convertible or
exchangeable  into  shares  of Common Stock, or (B) to subscribe for or purchase
Common  Stock  or  securities  convertible or exchangeable into shares of Common
Stock, then such record date shall be deemed to be the date of the issue or sale
of  the  shares  of  Common  Stock  deemed  to have been issued or sold upon the
declaration  of  such  dividend  or the making of such other distribution or the
date  of the granting of such right of subscription or purchase, as the case may
be.

     (ii)  Treasury Shares.  The number of shares of Common Stock outstanding at
           ---------------
any  given  time shall not include shares owned or held by or for the account of
the Company, and the disposition of any such shares shall be considered an issue
or  sale  of  Common  Stock.

      (f)     All calculations under this Section 8 shall be made to the nearest
cent  or  the  nearest  1/100th  of  a  share,  as  the  case  may  be.

     (g)     Whenever  the  Exercise  Price is adjusted pursuant to Section 8(c)
above,  the  Holder,  after receipt of the determination by the Appraiser, shall
have  the  right  to select an additional appraiser (which shall be a nationally
recognized  accounting firm), in which case the adjustment shall be equal to the
average  of  the  adjustments  recommended  by  each  of  the Appraiser and such
appraiser.  The Holder shall promptly mail or cause to be mailed to the Company,
a  notice  setting  forth  the  Exercise Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.  Such adjustment
shall  become  effective  immediately  after  the  record  date mentioned above.

     (h)     If:

     (i)     the Company shall declare a dividend (or any other distribution) on
its  Common  Stock;  or

     (ii)     the  Company shall declare a special nonrecurring cash dividend on
or  a  redemption  of  its  Common  Stock;  or

     (iii)     the  Company  shall  authorize the granting to all holders of the
Common  Stock  rights  or  warrants  to  subscribe for or purchase any shares of
capital  stock  of  any  class  or  of  any  rights;  or

     (iv)     the  approval of any stockholders of the Company shall be required
in  connection with any reclassification of the Common Stock of the Company, any
consolidation or merger to which the Company is a party, any sale or transfer of
all  or  substantially all of the assets of the Company, or any compulsory share
exchange  whereby  the  Common Stock is converted into other securities, cash or
property;  or

     (v)     the  Company shall authorize the voluntary dissolution, liquidation
or  winding up of the affairs of the Company, then the Company shall cause to be
mailed  to  each  Holder  at  their last addresses as they shall appear upon the
Warrant  Register,  at  least 30 calendar days prior to the applicable record or
effective  date  hereinafter specified, a notice stating (x) the date on which a
record  is  to  be  taken  for  the  purpose  of  such  dividend,  distribution,
redemption,  rights  or warrants, or if a record is not to be taken, the date as
of  which the holders of Common Stock of record to be entitled to such dividend,
distributions,  redemption,  rights  or warrants are to be determined or (y) the
date  on  which  such reclassification, consolidation, merger, sale, transfer or
share  exchange  is  expected  to  become effective or close, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange  their  shares  of  Common Stock for securities, cash or other property
deliverable  upon  such reclassification, consolidation, merger, sale, transfer,
share  exchange, dissolution, liquidation or winding up; provided, however, that
                                                         --------  -------
the  failure to mail such notice or any defect therein or in the mailing thereof
shall  not  affect the validity of the corporate action required to be specified
in  such  notice.

     9.     Payment of Exercise Price.  The Holder may pay the Exercise Price in
            -------------------------
one  of  the  following  manners:

     (a)     Cash  Exercise.  The  Holder  shall  deliver  immediately available
             --------------
funds;  or
(b)     Cashless  Exercise.  If  at  any  time  after  one year from the date of
        ------------------
issuance  of  this  Warrant  there  is  no  effective  Registration  Statement
registering  the  resale  of the Warrant Shares by the Holder at such time, this
Warrant  may  also  be exercised at such time by means of a "cashless exercise."
The Holder shall surrender this Warrant to the Company together with a notice of
cashless  exercise,  in  which  event  the Company shall issue to the Holder the
number  of  Warrant  Shares  determined  as  follows:

     X  =  Y  (A-B)/A
                    where:
     X  =  the  number  of  Warrant  Shares  to  be  issued
to  the  Holder.

Y  =  the  number  of Warrant Shares with respect to which this Warrant is being
exercised.

A  =  the average closing bid price of the Common Stock for the five (5) trading
days  immediately  prior  to  the  Date  of  Exercise.

     B  =  the  Exercise  Price.

For  purposes  of Rule 144 promulgated under the Securities Act, it is intended,
understood  and  acknowledged  that  the  Warrant  Shares  issued  in a cashless
exercise  transaction  shall  be deemed to have been acquired by the Holder, and
the  holding  period  for  the  Warrant  Shares  shall  be  deemed  to have been
commenced,  on  the  issue  date.

               (c)     The  Holder  is  limited in the amount of this Warrant it
may  exercise.  In  no event shall the Holder be entitled to exercise any amount
of  this  Warrant in excess of that amount upon exercise of which the sum of (1)
the number of shares of Common Stock beneficially owned (as such term is defined
under  Section  13(d) and Rule 13d-3 of the Securities Exchange Act of 1934 (the
1934  Act"))  by the Holder,  and (2) the number of Warrant Shares issuable upon
the  exercise  of  any Warrants then owned by Holder, would result in beneficial
ownership  by  the  Holder of more than 9.9% of the outstanding shares of Common
Stock  of  the  Company,  as  determined  in  accordance  with  Rule13d-1(j).
Furthermore,  the  Company  shall  not process any exercise that would result in
beneficial  ownership  by the Holder of more than 9.9% of the outstanding shares
of  Common  Stock  of  the  Company.

     10.     Fractional  Shares.  The  Company shall not be required to issue or
             ------------------
cause  to  be  issued fractional Warrant Shares on the exercise of this Warrant.
The  number  of full Warrant Shares which shall be issuable upon the exercise of
this  Warrant  shall be computed on the basis of the aggregate number of Warrant
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would, except for the provisions of this Section 10, be issuable
on  the  exercise of this Warrant, the Company shall pay an amount in cash equal
to  the  Exercise  Price  multiplied  by  such  fraction.

     11.     Notices.  Any and all notices or other communications or deliveries
             -------
hereunder  shall  be  in  writing and shall be deemed given and effective on the
earliest  of  (i)  the  date of transmission, if such notice or communication is
delivered  via  facsimile  at  the  facsimile telephone number specified in this
Section  prior  to  5:00 p.m. (Boston time) on a business day, (ii) the business
day after the date of transmission, if such notice or communication is delivered
via  facsimile at the facsimile telephone number specified in this Section later
than  5:00  p.m.  (Boston  time) on any date and earlier than 11:59 p.m. (Boston
time)  on  such  date,  (iii) the business day following the date of mailing, if
sent  by  nationally  recognized  overnight courier service, or (iv) upon actual
receipt by the party to whom such notice is required to be given.  The addresses
for  such  communications  shall  be:  (i)  if  to  the  Company,  to:

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

     or  (ii) if to the Holder, to the Holder at the address or facsimile number
appearing  on  the Warrant Register or such other address or facsimile number as
the  Holder  may  provide  to  the  Company  in accordance with this Section 11.

     12.     Warrant Agent.  The Company shall serve as warrant agent under this
             -------------
Warrant.  Upon thirty (30) days' notice to the Holder, the Company may appoint a
new  warrant  agent.  Any  corporation into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the  Company  or  any  new  warrant agent shall be a party or any corporation to
which  the  Company  or any new warrant agent transfers substantially all of its
corporate  trust  or shareholders services business shall be a successor warrant
agent  under  this  Warrant without any further act.  Any such successor warrant
agent  shall  promptly  cause  notice  of  its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address  as  shown  on  the  Warrant  Register.

     13.     Miscellaneous.
             -------------

     (a)     This  Warrant  shall  be binding on and inure to the benefit of the
parties  hereto.  This  Warrant  may  be  amended  only in writing signed by the
Company  and  the  Holder.

     (b)     Subject  to  Section 13(a), above, nothing in this Warrant shall be
construed  to  give  to any person or corporation other than the Company and the
Holder  any  legal or equitable right, remedy or cause under this Warrant.  This
Warrant  shall  inure  to  the sole and exclusive benefit of the Company and the
Holder.

      (c)     This  Warrant  shall  be governed by and construed and enforced in
accordance  with the laws of the Commonwealth of Massachusetts without regard to
the  principles  of conflicts of law thereof.  The Company and the Holder hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
sitting  in  the  City of Boston, County of Suffolk, for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby  or  discussed  herein,  and hereby irrevocably waives, and agrees not to
assert  in  any  suit, action or proceeding, any claim that it is not personally
subject  to  the  jurisdiction  of  any such court, or that such suit, action or
proceeding  is  improper.  Each of the Company and the Holder hereby irrevocably
waives  personal  service of process and consents to process being served in any
such  suit, action or proceeding by receiving a copy thereof sent to the Company
at the address in effect for notices to it under this instrument and agrees that
such  service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to  serve  process  in  any  manner  permitted  by  law.

     (d)     The  headings  herein are for convenience only, do not constitute a
part  of  this  Warrant  and  shall  not be deemed to limit or affect any of the
provisions  hereof.

     (e)     In  case any one or more of the provisions of this Warrant shall be
invalid  or unenforceable in any respect, the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or  impaired  thereby and the parties will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be  a  commercially reasonable
substitute  therefor,  and  upon  so agreeing, shall incorporate such substitute
provision  in  this  Warrant.

          14. Litigation
          --------------

DISPUTES  SUBJECT  TO  ARBITRATION  GOVERNED  BY  MASSACHUSETTS  LAW

     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.

          15.  Waiver  of  Jury  Trial.
          -----------------------------

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

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by  its  authorized  officer  as  of  the  date  first  indicated  above.



     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