LOCATEPLUS HOLDINGS CORP
STOCK PLEDGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>exh10-6_12766.txt
<DESCRIPTION>STOCK PLEDGE AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.6
                                                                    ------------

                             STOCK PLEDGE AGREEMENT
                             ----------------------


         This Stock Pledge Agreement (this "Agreement"), dated as of June 17,
2004, among Laurus Master Fund, Ltd. (the "Pledgee"), LocatePLUS Holdings
Corporation, a Delaware corporation (the "Company"), and each of the other
undersigned pledgors (the Company and each such other undersigned pledgor, a
"Pledgor" and collectively, the "Pledgors").

                                   BACKGROUND
                                   ----------

          The Company has entered into a Securities Purchase Agreement, dated as
of June 17, 2004 (as amended, modified, restated or supplemented from time to
time, the "Securities Purchase Agreement"), pursuant to which the Pledgee
provides or will provide certain financial accommodations to the Company.

         In order to induce the Pledgee to provide or continue to provide the
financial accommodations described in the Securities Purchase Agreement, each
Pledgor has agreed to pledge and grant a security interest in the collateral
described herein to the Pledgee on the terms and conditions set forth herein.

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

         1. Defined Terms. All capitalized terms used herein which are not
defined shall have the meanings given to them in the Securities Purchase
Agreement.

         2. Pledge and Grant of Security Interest. To secure the full and
punctual payment and performance of (the following clauses (a) and (b),
collectively, the "Indebtedness") (a) the obligations under the Securities
Purchase Agreement and the Related Agreements referred to in the Securities
Purchase Agreement (the Securities Purchase Agreement and the Related
Agreements, as each may be amended, restated, modified and/or supplemented from
time to time, collectively, the "Documents") and (b) all other indebtedness,
obligations and liabilities of each Pledgor to the Pledgee whether now existing
or hereafter arising, direct or indirect, liquidated or unliquidated, absolute
or contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise (in each case, irrespective
of the genuineness, validity, regularity or enforceability of such Indebtedness,
or of any instrument evidencing any of the Indebtedness or of any collateral
therefor or of the existence or extent of such collateral, and irrespective of
the allowability, allowance or disallowance of any or all of such in any case
commenced by or against any Pledgor under Title 11, United States Code,
including, without limitation, obligations or indebtedness of each Pledgor for
post-petition interest, fees, costs and charges that would have accrued or been
added to the Indebtedness but for the commencement of such case), each Pledgor
hereby pledges, assigns, hypothecates, transfers and grants a security interest
to Pledgee in all of the following (the "Collateral"):

                                      -1-
<PAGE>

               (a) the shares of stock set forth on Schedule A annexed hereto
and expressly made a part hereof (together with any additional shares of stock
or other equity interests acquired by any Pledgor, the "Pledged Stock"), the
certificates representing the Pledged Stock and all dividends, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Stock;

               (b) all additional shares of stock of any issuer (each, an
"Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any
manner, including, without limitation, stock dividends or a distribution in
connection with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off (which shares shall be deemed to be part of the Collateral), and the
certificates representing such additional shares, and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares; and

               (c) all options and rights, whether as an addition to, in
substitution of or in exchange for any shares of any Pledged Stock and all
dividends, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all such options and rights.

         3. Delivery of Collateral. All certificates representing or evidencing
the Pledged Stock shall be delivered to and held by or on behalf of Pledgee
pursuant hereto and shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to
Pledgee. Each Pledgor hereby authorizes the Issuer upon demand by the Pledgee to
deliver any certificates, instruments or other distributions issued in
connection with the Collateral directly to the Pledgee, in each case to be held
by the Pledgee, subject to the terms hereof. Upon an Event of Default (as
defined below) under the Note that has occurred and is continuing beyond any
applicable grace period, the Pledgee shall have the right, during such time in
its discretion and without notice to the Pledgor, to transfer to or to register
in the name of the Pledgee or any of its nominees any or all of the Pledged
Stock. In addition, the Pledgee shall have the right at such time to exchange
certificates or instruments representing or evidencing Pledged Stock for
certificates or instruments of smaller or larger denominations.

         4. Representations and Warranties of each Pledgor. Each Pledgor jointly
and severally represents and warrants to the Pledgee (which representations and
warranties shall be deemed to continue to be made until all of the Indebtedness
has been paid in full and each Document and each agreement and instrument
entered into in connection therewith has been irrevocably terminated) that:

               (a) the execution, delivery and performance by each Pledgor of
this Agreement and the pledge of the Collateral hereunder do not and will not
result in any violation of any agreement, indenture, instrument, license,
judgment, decree, order, law, statute, ordinance or other governmental rule or
regulation applicable to any Pledgor;

                                      -2-
<PAGE>

               (b) this Agreement constitutes the legal, valid, and binding
obligation of each Pledgor enforceable against each Pledgor in accordance with
its terms;

               (c) (i) all Pledged Stock owned by each Pledgor is set forth on
Schedule A hereto and (ii) each Pledgor is the direct and beneficial owner of
each share of the Pledged Stock;

               (d) all of the shares of the Pledged Stock have been duly
authorized, validly issued and are fully paid and nonassessable;

               (e) no consent or approval of any person, corporation,
governmental body, regulatory authority or other entity, is or will be necessary
for (i) the execution, delivery and performance of this Agreement, (ii) the
exercise by the Pledgee of any rights with respect to the Collateral or (iii)
the pledge and assignment of, and the grant of a security interest in, the
Collateral hereunder;

               (f) there are no pending or, to the best of Pledgor's knowledge,
threatened actions or proceedings before any court, judicial body,
administrative agency or arbitrator which may materially adversely affect the
Collateral;

               (g) each Pledgor has the requisite power and authority to enter
into this Agreement and to pledge and assign the Collateral to the Pledgee in
accordance with the terms of this Agreement.

               (h) each Pledgor owns each item of the Collateral and, except for
the pledge and security interest granted to Pledgee hereunder, the Collateral
shall be, immediately following the closing of the transactions contemplated by
the Documents, free and clear of any other security interest, pledge, claim,
lien, charge, hypothecation, assignment, offset or encumbrance whatsoever
(collectively, "Liens").

               (i) there are no restrictions on transfer of the Pledged Stock
contained in the certificate of incorporation or by-laws (or equivalent
organizational documents) of the Issuer or otherwise which have not otherwise
been enforceably and legally waived by the necessary parties.

               (j) none of the Pledged Stock has been issued or transferred in
violation of the securities registration, securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject.

               (k) the pledge and assignment of the Collateral and the grant of
a security interest under this Agreement vest in the Pledgee all rights of each
Pledgor in the Collateral as contemplated by this Agreement.

               (l) The Pledged Stock constitutes one hundred percent (100%) of
the issued and outstanding shares of capital stock of each Issuer.

                                      -3-
<PAGE>

         5. Covenants. Each Pledgor jointly and severally covenants that, until
the Indebtedness shall be satisfied in full and each Document and each agreement
and instrument entered into in connection therewith is irrevocably terminated:

               (a) No Pledgor will sell, assign, transfer, convey, or otherwise
dispose of its rights in or to the Collateral or any interest therein; nor will
any Pledgor create, incur or permit to exist any Lien whatsoever with respect to
any of the Collateral or the proceeds thereof other than that created hereby.

               (b) Each Pledgor will, at its expense, defend Pledgee's right,
title and security interest in and to the Collateral against the claims of any
other party.

               (c) Each Pledgor shall at any time, and from time to time, upon
the written request of Pledgee, execute and deliver such further documents and
do such further acts and things as Pledgee may reasonably request in order to
effect the purposes of this Agreement including, but without limitation,
delivering to Pledgee upon the occurrence of an Event of Default irrevocable
proxies in respect of the Collateral in form satisfactory to Pledgee. Until
receipt thereof, upon an Event of Default that has occurred and is continuing
beyond any applicable grace period, this Agreement shall constitute Pledgor's
proxy to Pledgee or its nominee to vote all shares of Collateral then registered
in each Pledgor's name.

               (d) No Pledgor (other than the Company solely with respect to
equity interests issued by it) will consent to or approve the issuance of (i)
any additional shares of any class of capital stock or other equity interests of
the Issuer; or (ii) any securities convertible either voluntarily by the holder
thereof or automatically upon the occurrence or nonoccurrence of any event or
condition into, or any securities exchangeable for, any such shares, unless, in
either case, such shares are pledged as Collateral pursuant to this Agreement.

         6. Voting Rights and Dividends. In addition to the Pledgee's rights and
remedies set forth in Section 8 hereof, in case an Event of Default shall have
occurred and be continuing, beyond any applicable cure period, the Pledgee shall
(i) be entitled to vote the Collateral, (ii) be entitled to give consents,
waivers and ratifications in respect of the Collateral (each Pledgor hereby
irrevocably constituting and appointing the Pledgee, with full power of
substitution, the proxy and attorney-in-fact of each Pledgor for such purposes)
and (iii) be entitled to collect and receive for its own use cash dividends paid
on the Collateral. No Pledgor shall be permitted to exercise or refrain from
exercising any voting rights or other powers if, in the reasonable judgment of
the Pledgee, such action would have a material adverse effect on the value of
the Collateral or any part thereof; and, provided, further, that each Pledgor
shall give at least five (5) days' written notice of the manner in which such
Pledgor intends to exercise, or the reasons for refraining from exercising, any
voting rights or other powers other than with respect to any election of
directors and voting with respect to any incidental matters. Following the
occurrence of an Event of Default, all dividends and all other distributions in
respect of any of the Collateral, shall be delivered to the Pledgee to hold as
Collateral and shall, if received by any Pledgor, be received in trust for the
benefit of the Pledgee, be segregated from the other property or funds of any
other Pledgor, and be forthwith delivered to the Pledgee as Collateral in the
same form as so received (with any necessary endorsement).

                                      -4-
<PAGE>

         7. Event of Default. An Event of Default shall be deemed to have
occurred and may be declared by the Pledgee upon the happening of any of the
following events:

               (a) An "Event of Default" under any Document or any agreement or
note related to any Document shall have occurred and be continuing beyond any
applicable cure period;

               (b) Any Pledgor shall default in the performance of any of its
obligations under any agreement between any Pledgor and Pledgee, including,
without limitation, this Agreement, and such default shall not be cured for a
period of fifteen (15) business days after the occurrence thereof;

               (c) Any representation or warranty of any Pledgor made herein, in
any Document or in any agreement, statement or certificate given in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
or misleading in any material respect and shall not be cured for a period of
fifteen (15) business days after the occurrence thereof;

               (d) Any portion of the Collateral is subjected to levy of
execution, attachment, distraint or other judicial process; or any portion of
the Collateral is the subject of a claim (other than by the Pledgee) of a Lien
or other right or interest in or to the Collateral and such levy or claim shall
not be cured, disputed or stayed within a period of fifteen (15) business days
after the occurrence thereof; or

               (e) Any Pledgor shall (i) apply for, consent to, or suffer to
exist the appointment of, or the taking of possession by, a receiver, custodian,
trustee, liquidator or other fiduciary of itself or of all or a substantial part
of its property, (ii) make a general assignment for the benefit of creditors,
(iii) commence a voluntary case under any state or federal bankruptcy laws (as
now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v)
file a petition seeking to take advantage of any other law providing for the
relief of debtors, (vi) acquiesce to, or fail to have dismissed, within sixty
(60) days, any petition filed against it in any involuntary case under such
bankruptcy laws, or (vii) take any action for the purpose of effecting any of
the foregoing.

         8. Remedies. In case an Event of Default shall have occurred and be
declared by the Pledgee, the Pledgee may:

               (a) Transfer any or all of the Collateral into its name, or into
the name of its nominee or nominees;

               (b) Exercise all corporate rights with respect to the Collateral
including, without limitation, all rights of conversion, exchange, subscription
or any other rights, privileges or options pertaining to any shares of the
Collateral as if it were the absolute owner thereof, including, but without
limitation, the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or
other readjustment of the Issuer thereof, or upon the exercise by the Issuer of
any right, privilege or option pertain-

                                      -5-
<PAGE>

ing to any of the Collateral, and, in connection therewith, to deposit and
deliver any and all of the Collateral with any committee, depository, transfer
agent, registrar or other designated agent upon such terms and conditions as it
may determine, all without liability except to account for property actually
received by it; and

               (c) Subject to any requirement of applicable law, sell, assign
and deliver the whole or, from time to time, any part of the Collateral at the
time held by the Pledgee, at any private sale or at public auction, with or
without demand, advertisement or notice of the time or place of sale or
adjournment thereof or otherwise (all of which are hereby waived, except such
notice as is required by applicable law and cannot be waived), for cash or
credit or for other property for immediate or future delivery, and for such
price or prices and on such terms as the Pledgee in its sole discretion may
determine, or as may be required by applicable law.

               Each Pledgor hereby waives and releases any and all right or
equity of redemption, whether before or after sale hereunder. At any such sale,
unless prohibited by applicable law, the Pledgee may bid for and purchase the
whole or any part of the Collateral so sold free from any such right or equity
of redemption. All moneys received by the Pledgee hereunder whether upon sale of
the Collateral or any part thereof or otherwise shall be held by the Pledgee and
applied by it as provided in Section 10 hereof. No failure or delay on the part
of the Pledgee in exercising any rights hereunder shall operate as a waiver of
any such rights nor shall any single or partial exercise of any such rights
preclude any other or future exercise thereof or the exercise of any other
rights hereunder. The Pledgee shall have no duty as to the collection or
protection of the Collateral or any income thereon nor any duty as to
preservation of any rights pertaining thereto, except to apply the funds in
accordance with the requirements of Section 10 hereof. The Pledgee may exercise
its rights with respect to property held hereunder without resort to other
security for or sources of reimbursement for the Indebtedness. In addition to
the foregoing, Pledgee shall have all of the rights, remedies and privileges of
a secured party under the Uniform Commercial Code of New York regardless of the
jurisdiction in which enforcement hereof is sought.

         9. Private Sale. Each Pledgor recognizes that the Pledgee may be unable
to effect (or to do so only after delay which would adversely affect the value
that might be realized from the Collateral) a public sale of all or part of the
Collateral by reason of certain prohibitions contained in the Securities Act,
and may be compelled to resort to one or more private sales to a restricted
group of purchasers who will be obliged to agree, among other things, to acquire
such Collateral for their own account, for investment and not with a view to the
distribution or resale thereof. Each Pledgor agrees that any such private sale
may be at prices and on terms less favorable to the seller than if sold at
public sales and that such private sales shall be deemed to have been made in a
commercially reasonable manner. Each Pledgor agrees that the Pledgee has no
obligation to delay sale of any Collateral for the period of time necessary to
permit the Issuer to register the Collateral for public sale under the
Securities Act.

         10. Proceeds of Sale. The proceeds of any collection, recovery,
receipt, appropriation, realization or sale of the Collateral shall be applied
by the Pledgee as follows:

                                      -6-
<PAGE>

               (a) First, to the payment of all costs, reasonable expenses and
charges of the Pledgee and to the reimbursement of the Pledgee for the prior
payment of such costs, reasonable expenses and charges incurred in connection
with the care and safekeeping of the Collateral (including, without limitation,
the reasonable expenses of any sale or any other disposition of any of the
Collateral), the expenses of any taking, attorneys' fees and reasonable
expenses, court costs, any other fees or expenses incurred or expenditures or
advances made by Pledgee in the protection, enforcement or exercise of its
rights, powers or remedies hereunder;

               (b) Second, to the payment of the Indebtedness, in whole or in
part, in such order as the Pledgee may elect, whether or not such Indebtedness
is then due;

               (c) Third, to such persons, firms, corporations or other entities
as required by applicable law including, without limitation, Section 9-504(1)(c)
of the UCC; and

               (d) Fourth, to the extent of any surplus to the Pledgors or as a
court of competent jurisdiction may direct.

               In the event that the proceeds of any collection, recovery,
receipt, appropriation, realization or sale are insufficient to satisfy the
Indebtedness, each Pledgor shall be jointly and severally liable for the
deficiency plus the costs and fees of any attorneys employed by Pledgee to
collect such deficiency.

         11. Waiver of Marshaling. Each Pledgor hereby waives any right to
compel any marshaling of any of the Collateral.

         12. No Waiver. Any and all of the Pledgee's rights with respect to the
Liens granted under this Agreement shall continue unimpaired, and Pledgor shall
be and remain obligated in accordance with the terms hereof, notwithstanding (a)
the bankruptcy, insolvency or reorganization of any Pledgor, (b) the release or
substitution of any item of the Collateral at any time, or of any rights or
interests therein, or (c) any delay, extension of time, renewal, compromise or
other indulgence granted by the Pledgee in reference to any of the Indebtedness.
Each Pledgor hereby waives all notice of any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consents to be
bound hereby as fully and effectively as if such Pledgor had expressly agreed
thereto in advance. No delay or extension of time by the Pledgee in exercising
any power of sale, option or other right or remedy hereunder, and no failure by
the Pledgee to give notice or make demand, shall constitute a waiver thereof, or
limit, impair or prejudice the Pledgee's right to take any action against any
Pledgor or to exercise any other power of sale, option or any other right or
remedy.

         13. Expenses. The Collateral shall secure, and each Pledgor shall pay
to Pledgee on demand, from time to time, all reasonable costs and expenses,
(including but not limited to, reasonable attorneys' fees and costs, taxes, and
all transfer, recording, filing and other charges) of, or incidental to, the
custody, care, transfer, administration of the Collateral or any other
collateral, or in any way relating to the enforcement, protection or
preservation of the rights or remedies of the Pledgee under this Agreement or
with respect to any of the Indebtedness.

                                      -7-
<PAGE>

         14. The Pledgee Appointed Attorney-In-Fact and Performance by the
Pledgee. Upon the occurrence of an Event of Default, each Pledgor hereby
irrevocably constitutes and appoints the Pledgee as such Pledgor's true and
lawful attorney-in-fact, with full power of substitution, to execute,
acknowledge and deliver any instruments and to do in such Pledgor's name, place
and stead, all such acts, things and deeds for and on behalf of and in the name
of such Pledgor, which such Pledgor could or might do or which the Pledgee may
deem necessary, desirable or convenient to accomplish the purposes of this
Agreement, including, without limitation, to execute such instruments of
assignment or transfer or orders and to register, convey or otherwise transfer
title to the Collateral into the Pledgee's name. Each Pledgor hereby ratifies
and confirms all that said attorney-in-fact may so do and hereby declares this
power of attorney to be coupled with an interest and irrevocable. If any Pledgor
fails to perform any agreement herein contained, the Pledgee may itself perform
or cause performance thereof, and any costs and expenses of the Pledgee incurred
in connection therewith shall be paid by the Pledgors as provided in Section 10
hereof.

         15. Waivers.

               (a) EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED
OR DELIVERED BY THEM IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO
OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES
AND CONSENTS THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

         16. Recapture. Notwithstanding anything to the contrary in this
Agreement, if the Pledgee receives any payment or payments on account of the
Indebtedness, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver, or any other party under the
United States Bankruptcy Code, as amended, or any other federal or state
bankruptcy, reorganization, moratorium or insolvency law relating to or
affecting the enforcement of creditors' rights generally, common law or
equitable doctrine, then to the extent of any sum not finally retained by the
Pledgee, each Pledgor's obligations to the Pledgee shall be reinstated and this
Agreement shall remain in full force and effect (or be reinstated) until payment
shall have been made to Pledgee, which payment shall be due on demand.

         17. Captions. All captions in this Agreement are included herein for
convenience of reference only and shall not constitute part of this Agreement
for any other purpose.

                                      -8-
<PAGE>

         18. Miscellaneous.

               (a) This Agreement constitutes the entire and final agreement
among the parties with respect to the subject matter hereof and may not be
changed, terminated or otherwise varied except by a writing duly executed by the
parties hereto.

               (b) No waiver of any term or condition of this Agreement, whether
by delay, omission or otherwise, shall be effective unless in writing and signed
by the party sought to be charged, and then such waiver shall be effective only
in the specific instance and for the purpose for which given.

               (c) In the event that any provision of this Agreement or the
application thereof to any Pledgor or any circumstance in any jurisdiction
governing this Agreement shall, to any extent, be invalid or unenforceable under
any applicable statute, regulation, or rule of law, such provision shall be
deemed inoperative to the extent that it may conflict therewith and shall be
deemed modified to conform to such statute, regulation or rule of law, and the
remainder of this Agreement and the application of any such invalid or
unenforceable provision to parties, jurisdictions, or circumstances other than
to whom or to which it is held invalid or unenforceable shall not be affected
thereby, nor shall same affect the validity or enforceability of any other
provision of this Agreement.

               (d) This Agreement shall be binding upon each Pledgor, and each
Pledgor's successors and assigns, and shall inure to the benefit of the Pledgee
and its successors and assigns.

               (e) Any notice or other communication required or permitted
pursuant to this Agreement shall be given in accordance with the Securities
Purchase Agreement.

               (f) This Agreement shall be governed by and construed and
enforced in all respects in accordance with the laws of the State of New York
applied to contracts to be performed wholly within the State of New York.

               (g) EACH PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE
OF EACH COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR ALL
PURPOSES IN CONNECTION WITH THIS AGREEMENT. ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO
OR CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED
IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. EACH PLEDGOR FURTHER CONSENTS THAT
ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION,
ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS
OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER,
MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN
DISTRICT OF NEW YORK BY REGISTERED OR

                                      -9-
<PAGE>

CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A
REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE
PERMISSIBLE UNDER THE RULES OF SAID COURTS. EACH PLEDGOR WAIVES ANY OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY
DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON
CONVENIENS.

               (h) This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which when taken together
shall constitute one and the same agreement. Any signature delivered by a party
by facsimile transmission shall be deemed an original signature hereto.

                  [Remainder of Page Intentionally Left Blank]
































                                      -10-
<PAGE>

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.

                                             LOCATEPLUS HOLDINGS CORPORATION


                                             By: /s/ Jon R. Latorella
                                                --------------------------------
                                             Name: Jon R. Latorella
                                             Title: President

                                             LOCATEPLUS CORPORATION


                                             By: /s/ Jon R. Latorella
                                                --------------------------------
                                             Name: Jon R. Latorella
                                             Title: President

                                             CERTIFION CORPORATION


                                             By: /s/ Jon R. Latorella
                                                --------------------------------
                                             Name: Jon R. Latorella
                                             Title: President

                                             DATAPHANT INC.


                                             By: /s/ James C. Fields
                                                --------------------------------
                                             Name: James C. Fields
                                             Title: Vice President

                                             WORLDWIDE INFORMATION, INC.


                                             By: /s/ Jon R. Latorella
                                                --------------------------------
                                             Name: Jon R. Latorella
                                             Title: President

                                             METRIGENICS, INC.


                                             By: /s/ Jon R. Latorella
                                                --------------------------------
                                             Name: Jon R. Latorella
                                             Title: President

                                      -11-
<PAGE>

                                             LAURUS MASTER FUND, LTD.


                                             By: /s/ David Grin
                                                --------------------------------
                                             Name: David Grin
                                             Title: Managing Partner

                    SCHEDULE A to the Stock Pledge Agreement
                    ----------------------------------------


                                  Pledged Stock

---------------------- ------------------- -------- ---------- ------- ---------
       Pledgor               Issuer        Class of   Stock      Par   Number of
                                             Stock  Certificate Value    Shares
                                                      Number
---------------------- ------------------- -------- ---------- ------- ---------
LocatePLUS Holdings    LocatePLUS          Common       1       $0.01     100
Corporation            Corporation
---------------------- ------------------- -------- ---------- ------- ---------
LocatePLUS Holdings    Worldwide           Common       1       $0.01     100
Corporation            Information Inc.
---------------------- ------------------- -------- ---------- ------- ---------
LocatePLUS Holdings    Certifion           Common       1       $0.01     100
Corporation            Corporation
---------------------- ------------------- -------- ---------- ------- ---------
LocatePLUS Holdings    Dataphant Inc.      Common       1       $0.01     100
Corporation
---------------------- ------------------- -------- ---------- ------- ---------
LocatePLUS Holdings    Metrigenics, Inc.   Common       1       $0.01     100
Corporation
---------------------- ------------------- -------- ---------- ------- ---------














                                      -12-

</TEXT>
</DOCUMENT>
