LOCATEPLUS HOLDINGS CORP
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>exh10-3_12766.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.3
                                                                    ------------

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of June 17, 2004, by and between LocatePLUS Holdings
Corporation, a Delaware corporation (the "Company"), and Laurus Master Fund,
Ltd. (the "Purchaser").

         This Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof, by and between the Purchaser and the Company (the
"Securities Purchase Agreement"), and pursuant to the Note and the Warrants
referred to therein.

         The Company and the Purchaser hereby agree as follows:

         1. Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Securities Purchase Agreement shall have the meanings
given such terms in the Securities Purchase Agreement. As used in this
Agreement, the following terms shall have the following meanings:

                  "Class A Common Stock" means shares of the Company's Class A
voting common stock, par value $0.01 per share.

                  "Commission" means the Securities and Exchange Commission.

                  "Effectiveness Date" means the 120th day following the date
hereof.

                  "Effectiveness Period" shall have the meaning set forth in
Section 2(a).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute.


                  "Filing Date" means, with respect to the Registration
Statement required to be filed hereunder, a date no later than thirty (30) days
following the date hereof and with respect to shares of Class A Common Stock
issuable to the Holder as a result of adjustments to the Fixed Conversion Price
made pursuant to Section 3.4 of the Secured Convertible Term Note or Section 4
of the Warrant or otherwise, thirty (30) days after the occurrence such event or
the date of the adjustment of the Fixed Conversion Price.


                  "Holder" or "Holders" means the Purchaser or any of its
affiliates or transferees to the extent any of them hold Registrable Securities.

                  "Indemnified Party" shall have the meaning set forth in
Section 5(c).

                  "Indemnifying Party" shall have the meaning set forth in
Section 5(c).

                  "Note" has the meaning set forth in the Securities Purchase
Agreement.

<PAGE>

                  "Proceeding" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.

                  "Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

                  "Registrable Securities" means the shares of Class A Common
Stock issued upon the conversion of the Note and issuable upon exercise of the
Warrants.

                  "Registration Statement" means each registration statement
required to be filed hereunder, including the Prospectus, amendments and
supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.

                  "Rule 144" means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "Rule 415" means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "Rule 424" means Rule 424 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "Securities Act" means the Securities Act of 1933, as amended,
and any successor statute.

                  "Securities Purchase Agreement" means the agreement between
the parties hereto calling for the issuance by the Company of $3,000,000 of
convertible Note plus Warrants.

<PAGE>

                  "Trading Market" means any of the NASD OTC Bulletin Board,
NASDAQ SmallCap Market, the Nasdaq National Market, the American Stock Exchange
or the New York Stock Exchange.

                  "Warrants" means the Class A Common Stock purchase warrants
issued pursuant to the Securities Purchase Agreement.

         2. Registration.

                  (a) On or prior to the Filing Date the Company shall prepare
         and file with the Commission a Registration Statement covering the
         resale of the Registrable Securities for an offering to be made on a
         continuous basis pursuant to Rule 415. The Registration Statement shall
         be on Form SB-2 (except if the Company is not then eligible to register
         for resale the Registrable Securities on Form SB-2, in which case such
         registration shall be on another appropriate form in accordance
         herewith). The Company shall cause the Registration Statement to become
         effective and remain effective as provided herein. The Company shall
         use its reasonable commercial efforts to cause the Registration
         Statement to be declared effective under the Securities Act as promptly
         as possible after the filing thereof, but in any event no later than
         the Effectiveness Date. The Company shall use its reasonable commercial
         efforts to keep the Registration Statement continuously effective under
         the Securities Act until the date which is the earlier date of when (i)
         all Registrable Securities have been sold or (ii) all Registrable
         Securities may be sold immediately without registration under the
         Securities Act and without volume restrictions pursuant to Rule 144(k),
         as determined by the counsel to the Company pursuant to a written
         opinion letter to such effect, addressed and acceptable to the
         Company's transfer agent and the affected Holders (the "Effectiveness
         Period").

                  (b) If: (i) the Registration Statement is not filed on or
         prior to the Filing Date; (ii) the Registration Statement is not
         declared effective by the Commission by the Effectiveness Date; (iii)
         after the Registration Statement is filed with and declared effective
         by the Commission, the Registration Statement ceases to be effective
         (by suspension or otherwise) as to all Registrable Securities to which
         it is required to relate at any time prior to the expiration of the
         Effectiveness Period (without being succeeded immediately by an
         additional registration statement filed and declared effective) for a
         period of time which shall exceed 30 days in the aggregate per year or
         more than 20 consecutive calendar days (defined as a period of 365 days
         commencing on the date the Registration Statement is declared
         effective); or (iv) the Class A Common Stock is not listed or quoted,
         or is suspended from trading on any Trading Market for a period of
         three (3) consecutive Trading Days (provided the Company shall not have
         been able to cure such trading suspension within 30 days of the notice
         thereof or list the Class A Common Stock on another Trading Market);
         (any such failure or breach being referred to as an "Event," and for
         purposes of clause (i) or (ii) the date on which such Event occurs, or
         for purposes of clause (iii) the date which such 30 day or 20
         consecutive day period (as the case may be) is exceeded, or for

<PAGE>

         purposes of clause (iv) the date on which such three (3) Trading Day
         period is exceeded, being referred to as "Event Date"), then until the
         applicable Event is cured, the Company shall pay to each Holder an
         amount in cash, as liquidated damages and not as a penalty, equal to
         1.0% for each thirty (30) day period (prorated for partial periods on a
         daily basis) of the proportion of the then outstanding principal
         balance of the Note then held by such Holder. While such Event
         continues, such liquidated damages shall be paid not less often than
         each thirty (30) days. Any unpaid liquidated damages as of the date
         when an Event has been cured by the Company shall be paid within three
         (3) business days following the date on which such Event has been cured
         by the Company.

                  (c) Within five business days of the Effectiveness Date, the
         Company shall, if required by such transfer agent, cause its counsel to
         issue a blanket opinion in the form attached hereto as Exhibit A, to
         the transfer agent stating that the shares are subject to an effective
         registration statement and can be reissued free of restrictive legend
         upon notice of a sale by the Purchaser and confirmation by the
         Purchaser that it has complied with the prospectus delivery
         requirements, provided that the Company has not advised the transfer
         agent orally or in writing that the opinion has been withdrawn. Copies
         of the blanket opinion required by this Section 2(c) shall be delivered
         to the Purchaser within the time frame set forth above.


         3. Registration Procedures. If and whenever the Company is required by
the provisions hereof to effect the registration of any Registrable Securities
under the Securities Act, the Company will, as expeditiously as possible:

                  (a) prepare and file with the Commission the Registration
         Statement with respect to such Registrable Securities, respond as
         promptly as possible to any comments received from the Commission, and
         use its commercially reasonable efforts to cause the Registration
         Statement to become and remain effective for the Effectiveness Period
         with respect thereto, and promptly provide to the Purchaser copies of
         all filings and Commission letters of comment relating thereto;

                  (b) prepare and file with the Commission such amendments and
         supplements to the Registration Statement and the Prospectus used in
         connection therewith as may be necessary to comply with the provisions
         of the Securities Act with respect to the disposition of all
         Registrable Securities covered by the Registration Statement and to
         keep such Registration Statement effective until the expiration of the
         Effectiveness Period;

                  (c) furnish to the Purchaser such number of copies of the
         Registration Statement and the Prospectus included therein (including
         each preliminary Prospectus) as the Purchaser reasonably may request to
         facilitate the public sale or disposition of the Registrable Securities
         covered by the Registration Statement;

<PAGE>

                  (d) use its commercially reasonable efforts to register or
         qualify the Purchaser's Registrable Securities covered by the
         Registration Statement under the securities or "blue sky" laws of such
         jurisdictions within the United States as the Purchaser may reasonably
         request, provided, however, that the Company shall not for any such
         purpose be required to qualify generally to transact business as a
         foreign corporation in any jurisdiction where it is not so qualified or
         to consent to general service of process in any such jurisdiction;

                  (e) list the Registrable Securities covered by the
         Registration Statement with any securities exchange on which the Class
         A Common Stock of the Company is then listed;

                  (f) as promptly as practicable notify the Purchaser at any
         time when a Prospectus relating thereto is required to be delivered
         under the Securities Act, of the happening of any event of which the
         Company has knowledge as a result of which the Prospectus contained in
         such Registration Statement, as then in effect, includes an untrue
         statement of a material fact or omits to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading in light of the circumstances then existing; and

                  (g) make available for inspection by the Purchaser and any
         attorney, accountant or other agent retained by the Purchaser, all
         publicly available, non-confidential financial and other records,
         pertinent corporate documents and properties of the Company, and cause
         the Company's officers, directors and employees to supply all publicly
         available, non-confidential information reasonably requested by the
         attorney, accountant or agent of the Purchaser.

         The Company may require each selling Holder to furnish to the Company a
certified statement as to the number of shares of Class A Common Stock
beneficially owned by such Holder and, if required by the Commission, the
person(s) thereof that has voting and/or dispositive control over such shares of
Class A Common Stock.

         4. Registration Expenses. All expenses relating to the Company's
compliance with Sections 2 and 3 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including reasonable counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD, transfer taxes, fees of
transfer agents and registrars, fees of, and disbursements incurred by, one
counsel for the Holders (to the extent such counsel is required due to Company's
failure to meet any of its obligations hereunder), are called "Registration
Expenses". All selling commissions applicable to the sale of Registrable
Securities, including any fees and disbursements of any special counsel to the
Holders beyond those included in Registration Expenses, are called "Selling
Expenses." The Company shall only be responsible for all Registration Expenses.

<PAGE>

         5. Indemnification.

                  (a) In the event of a registration of any Registrable
         Securities under the Securities Act pursuant to this Agreement, the
         Company will indemnify and hold harmless the Purchaser, and its
         officers, directors and each other person, if any, who controls the
         Purchaser within the meaning of the Securities Act, against any losses,
         claims, damages or liabilities, joint or several, to which the
         Purchaser, or such persons may become subject under the Securities Act
         or otherwise, insofar as such losses, claims, damages or liabilities
         (or actions in respect thereof) arise out of or are based upon any
         untrue statement or alleged untrue statement of any material fact
         contained in any Registration Statement under which such Registrable
         Securities were registered under the Securities Act pursuant to this
         Agreement, any preliminary Prospectus or final Prospectus contained
         therein, or any amendment or supplement thereof, or arise out of or are
         based upon the omission or alleged omission to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, and will reimburse the Purchaser, and each such
         person for any reasonable legal or other expenses incurred by them in
         connection with investigating or defending any such loss, claim,
         damage, liability or action; provided, however, that the Company will
         not be liable in any such case if and to the extent that (1) any such
         loss, claim, damage or liability arises out of or is based upon an
         untrue statement or alleged untrue statement or omission or alleged
         omission so made in conformity with information furnished by or on
         behalf of the Purchaser or any such person in writing specifically for
         use in any such document or (2) in the case of an occurrence of an
         event of the type specified in Section 3(c), the use by such Holder of
         an outdated or defective Prospectus after the Company has notified such
         Holder of the Advice contemplated in Section 7(d).

                  (b) In the event of a registration of the Registrable
         Securities under the Securities Act pursuant to this Agreement, each
         Holder will indemnify and hold harmless the Company, and its officers,
         directors and each other person, if any, who controls the Company
         within the meaning of the Securities Act, against all losses, claims,
         damages or liabilities, joint or several, to which the Company or such
         persons may become subject under the Securities Act or otherwise,
         insofar as such losses, claims, damages or liabilities (or actions in
         respect thereof) arise out of or are based upon: (x) such Holder's
         failure to comply with the prospectus delivery requirements of the
         Securities Act applicable to such Holder or (y) any untrue statement or
         alleged untrue statement of any material fact which was furnished in
         writing by such Holder to the Company expressly for use in (and such
         information is contained in) the Registration Statement under which
         such Registrable Securities were registered under the Securities Act
         pursuant to this Agreement, any preliminary Prospectus or final
         Prospectus contained therein, or any amendment or supplement thereof,
         or arise out of or are based upon the omission or alleged omission to
         state therein a material fact required to be stated therein or
         necessary to make the statements therein not misleading, and will
         reimburse the Company and each such person for any reasonable legal or
         other expenses incurred by them in connection with investigating or

<PAGE>

         defending any such loss, claim, damage, liability or action, provided,
         however, that the Purchaser will be liable in any such case if and only
         to the extent that any such loss, claim, damage or liability arises out
         of or is based upon an untrue statement or alleged untrue statement or
         omission or alleged omission so made in conformity with information
         furnished in writing to the Company by or on behalf of the Purchaser
         specifically for use in any such document. Notwithstanding the
         provisions of this paragraph, the Purchaser shall not be required to
         indemnify any person or entity in excess of the amount of the aggregate
         net proceeds received by the Purchaser in respect of Registrable
         Securities in connection with any such registration under the
         Securities Act.

                  (c) Promptly after receipt by a party entitled to claim
         indemnification hereunder (an "Indemnified Party") of notice of the
         commencement of any action, such Indemnified Party shall, if a claim
         for indemnification in respect thereof is to be made against a party
         hereto obligated to indemnify such Indemnified Party (an "Indemnifying
         Party"), notify the Indemnifying Party in writing thereof, but the
         omission so to notify the Indemnifying Party shall not relieve it from
         any liability which it may have to such Indemnified Party other than
         under this Section 5(c) and shall only relieve it from any liability
         which it may have to such Indemnified Party under this Section 5(c) if
         and to the extent the Indemnifying Party is prejudiced by such
         omission. In case any such action shall be brought against any
         Indemnified Party and it shall notify the Indemnifying Party of the
         commencement thereof, the Indemnifying Party shall be entitled to
         participate in and, to the extent it shall wish, to assume and
         undertake the defense thereof with counsel satisfactory to such
         Indemnified Party, and, after notice from the Indemnifying Party to
         such Indemnified Party of its election so to assume and undertake the
         defense thereof, the Indemnifying Party shall not be liable to such
         Indemnified Party under this Section 5(c) for any legal expenses
         subsequently incurred by such Indemnified Party in connection with the
         defense thereof; if the Indemnified Party retains its own counsel, then
         the Indemnified Party shall pay all fees, costs and expenses of such
         counsel, provided, however, that, if the defendants in any such action
         include both the indemnified party and the Indemnifying Party and the
         Indemnified Party shall have reasonably concluded that there may be
         reasonable defenses available to it which are different from or
         additional to those available to the Indemnifying Party or if the
         interests of the Indemnified Party reasonably may be deemed to conflict
         with the interests of the Indemnifying Party, the Indemnified Party
         shall have the right to select one separate counsel and to assume such
         legal defenses and otherwise to participate in the defense of such
         action, with the reasonable expenses and fees of such separate counsel
         and other expenses related to such participation to be reimbursed by
         the Indemnifying Party as incurred.

                  (d) In order to provide for just and equitable contribution in
         the event of joint liability under the Securities Act in any case in
         which either (i) the Purchaser, or any officer, director or controlling
         person of the Purchaser, makes a claim for indemnification pursuant to
         this Section 5 but it is judicially determined (by the entry

<PAGE>

         of a final judgment or decree by a court of competent jurisdiction and
         the expiration of time to appeal or the denial of the last right of
         appeal) that such indemnification may not be enforced in such case
         notwithstanding the fact that this Section 5 provides for
         indemnification in such case, or (ii) contribution under the Securities
         Act may be required on the part of the Purchaser or such officer,
         director or controlling person of the Purchaser in circumstances for
         which indemnification is provided under this Section 5; then, and in
         each such case, the Company and the Purchaser will contribute to the
         aggregate losses, claims, damages or liabilities to which they may be
         subject (after contribution from others) in such proportion so that the
         Purchaser is responsible only for the portion represented by the
         percentage that the public offering price of its securities offered by
         the Registration Statement bears to the public offering price of all
         securities offered by such Registration Statement, provided, however,
         that, in any such case, (A) the Purchaser will not be required to
         contribute any amount in excess of the public offering price of all
         such securities offered by it pursuant to such Registration Statement;
         and (B) no person or entity guilty of fraudulent misrepresentation
         (within the meaning of Section 10(f) of the Act) will be entitled to
         contribution from any person or entity who was not guilty of such
         fraudulent misrepresentation.

         6. Representations and Warranties.

                  (a) The Class A Common Stock of the Company is registered
         pursuant to Section 12(b) or 12(g) of the Exchange Act and, except with
         respect to certain matters which the Company has disclosed to the
         Purchaser on Schedule 4.21 to the Securities Purchase Agreement, the
         Company has timely filed all proxy statements, reports, schedules,
         forms, statements and other documents required to be filed by it under
         the Exchange Act. The Company has filed (i) its Annual Report on Form
         10-KSB for its fiscal year ended December 31, 2003; (ii) its Quarterly
         Report on Form 10-QSB for the fiscal quarter ended March 31, 2004 and
         (iii) the Form 8-K filings which it has made during the fiscal year
         2004 to date (collectively, the "SEC Reports"). Each SEC Report was, at
         the time of its filing, in substantial compliance with the requirements
         of its respective form and none of the SEC Reports, nor the financial
         statements (and the notes thereto) included in the SEC Reports, as of
         their respective filing dates, contained any untrue statement of a
         material fact or omitted 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. The financial
         statements of the Company included in the SEC Reports comply as to form
         in all material respects with applicable accounting requirements and
         the published rules and regulations of the Commission or other
         applicable rules and regulations with respect thereto. Such financial
         statements have been prepared in accordance with generally accepted
         accounting principles ("GAAP") applied on a consistent basis during the
         periods involved (except (i) as may be otherwise indicated in such
         financial statements or the notes thereto or (ii) in the case of
         unaudited interim statements, to the extent they may not include
         footnotes or may be condensed) and fairly present in all material
         respects the financial condition, the results of operations and the

<PAGE>

         cash flows of the Company and its subsidiaries, on a consolidated
         basis, as of, and for, the periods presented in each such SEC Report.

                  (b) The Class A Common Stock is traded on the NASD OTCBB and
         satisfies all requirements for the continuation of such trading. The
         Company has not received any notice that its Class A Common Stock will
         not be eligible to be traded on the NASD OTCBB (except for prior
         notices which have been fully remedied) or that the Class A Common
         Stock does not meet all requirements for the continuation of such
         trading.

                  (c) Neither the Company, nor any of its affiliates, nor any
         person acting on its or their behalf, has directly or indirectly made
         any offers or sales of any security or solicited any offers to buy any
         security under circumstances that would cause the offering of the
         Securities pursuant to the Securities Purchase Agreement to be
         integrated with prior offerings by the Company for purposes of the
         Securities Act which would prevent the Company from selling the Class A
         Common Stock pursuant to Rule 506 under the Securities Act, or any
         applicable exchange-related stockholder approval provisions, nor will
         the Company or any of its affiliates or subsidiaries take any action or
         steps that would cause the offering of the Securities to be integrated
         with other offerings.

                  (d) The Warrants, the Note and the shares of Class A Common
         Stock which the Purchaser may acquire pursuant to the Warrants and the
         Note are all restricted securities under the Securities Act as of the
         date of this Agreement. The Company will not issue any stop transfer
         order or other order impeding the sale and delivery of any of the
         Registrable Securities at such time as such Registrable Securities are
         registered for public sale or an exemption from registration is
         available, except as required by federal or state securities laws.

                  (e) The Company understands the nature of the Registrable
         Securities issuable upon the conversion of the Note and the exercise of
         the Warrant and recognizes that the issuance of such Registrable
         Securities may have a potential dilutive effect. The Company
         specifically acknowledges that its obligation to issue the Registrable
         Securities is binding upon the Company and enforceable regardless of
         the dilution such issuance may have on the ownership interests of other
         shareholders of the Company.

                  (f) Except for agreements made in the ordinary course of
         business, there is no agreement that has not been filed with the
         Commission as an exhibit to a registration statement or to a form
         required to be filed by the Company under the Exchange Act, the breach
         of which could reasonably be expected to have a material and adverse
         effect on the Company and its subsidiaries, or would prohibit or
         otherwise interfere with the ability of the Company to enter into and
         perform any of its obligations under this Agreement in any material
         respect.

<PAGE>

                  (g) The Company will at all times have authorized and reserved
         a sufficient number of shares of Class A Common Stock for the full
         conversion of the Note and exercise of the Warrants.

         7. Miscellaneous.

                  (a) Remedies. In the event of a breach by the Company or by a
         Holder, of any of their respective obligations under this Agreement,
         each Holder or the Company, as the case may be, in addition to being
         entitled to exercise all rights granted by law and under this
         Agreement, including recovery of damages, will be entitled to specific
         performance of its rights under this Agreement.

                  (b) No Piggyback on Registrations. Except as and to the extent
         specified in Schedule 7(b) hereto, neither the Company nor any of its
         security holders (other than the Holders in such capacity pursuant
         hereto) may include securities of the Company in any Registration
         Statement other than the Registrable Securities, and the Company shall
         not after the date hereof enter into any agreement providing any such
         right for inclusion of shares in the Registration Statement to any of
         its security holders. Except as and to the extent specified in Schedule
         7(b) hereto, the Company has not previously entered into any agreement
         granting any registration rights with respect to any of its securities
         to any Person that have not been fully satisfied.

                  (c) Compliance. Each Holder covenants and agrees that it will
         comply with the prospectus delivery requirements of the Securities Act
         as applicable to it in connection with sales of Registrable Securities
         pursuant to the Registration Statement.

                  (d) Discontinued Disposition. Each Holder agrees by its
         acquisition of such Registrable Securities that, upon receipt of a
         notice from the Company of the occurrence of a Discontinuation Event
         (as defined below), such Holder will forthwith discontinue disposition
         of such Registrable Securities under the applicable Registration
         Statement until such Holder's receipt of the copies of the supplemented
         Prospectus and/or amended Registration Statement or until it is advised
         in writing (the "Advice") by the Company that the use of the applicable
         Prospectus may be resumed, and, in either case, has received copies of
         any additional or supplemental filings that are incorporated or deemed
         to be incorporated by reference in such Prospectus or Registration
         Statement. The Company may provide appropriate stop orders to enforce
         the provisions of this paragraph. For purposes of this Section 7(d), a
         "Discontinuation Event" shall mean (i) when the Commission notifies the
         Company whether there will be a "review" of such Registration Statement
         and whenever the Commission comments in writing on such Registration
         Statement (the Company shall provide true and complete copies thereof
         and all written responses thereto to each of the Holders); (ii) any
         request by the Commission or any other Federal or state governmental
         authority for amendments or supplements to such Registration Statement
         or Prospectus or for additional information; (iii) the issuance by the
<PAGE>

         Commission of any stop order suspending the effectiveness of such
         Registration Statement covering any or all of the Registrable
         Securities or the initiation of any Proceedings for that purpose; (iv)
         the receipt by the Company of any notification with respect to the
         suspension of the qualification or exemption from qualification of any
         of the Registrable Securities for sale in any jurisdiction, or the
         initiation or threatening of any Proceeding for such purpose; and/or
         (v) the occurrence of any event or passage of time that makes the
         financial statements included in such Registration Statement ineligible
         for inclusion therein or any statement made in such Registration
         Statement or Prospectus or any document incorporated or deemed to be
         incorporated therein by reference untrue in any material respect or
         that requires any revisions to such Registration Statement, Prospectus
         or other documents so that, in the case of such Registration Statement
         or Prospectus, as the case may be, it will not contain any untrue
         statement of a material fact or omit to state any 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.

                  (e) Piggy-Back Registrations. If at any time during the
         Effectiveness Period there is not an effective Registration Statement
         covering all of the Registrable Securities and the Company shall
         determine to prepare and file with the Commission a registration
         statement relating to an offering for its own account or the account of
         others under the Securities Act of any of its equity securities, other
         than on Form S-4 or Form S-8 (each as promulgated under the Securities
         Act) or their then equivalents relating to equity securities to be
         issued solely in connection with any acquisition of any entity or
         business or equity securities issuable in connection with stock option
         or other employee benefit plans, then the Company shall send to each
         Holder written notice of such determination and, if within ten (10)
         business days after receipt of such notice, any such Holder shall so
         request in writing, the Company shall include in such registration
         statement all or any part of such Registrable Securities such holder
         requests to be registered to the extent the Company may do so without
         violating registration rights of others which exist as of the date of
         this Agreement, subject to customary underwriter cutbacks applicable to
         all holders of registration rights and subject to obtaining any
         required the consent of any selling stockholder(s) to such inclusion
         under such registration statement.

                  (f) Amendments and Waivers. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or supplemented, and waivers or consents to departures from the
         provisions hereof may not be given, unless the same shall be in writing
         and signed by the Company and the Holders of the then outstanding
         Registrable Securities. Notwithstanding the foregoing, a waiver or
         consent to depart from the provisions hereof with respect to a matter
         that relates exclusively to the rights of certain Holders and that does
         not directly or indirectly affect the rights of other Holders may be
         given by Holders of at least a majority of the Registrable Securities
         to which such waiver or consent relates; provided, however, that the
         provisions of this sentence may not be amended,

<PAGE>

         modified, or supplemented except in accordance with the provisions of
         the immediately preceding sentence.

                  (g) Notices. Any notice or request hereunder may be given to
         the Company or the Purchaser at the respective addresses set forth
         below or as may hereafter be specified in a notice designated as a
         change of address under this Section 7(g). Any notice or request
         hereunder shall be given by registered or certified mail, return
         receipt requested, hand delivery, overnight mail, Federal Express or
         other national overnight next day carrier (collectively, "Courier") or
         telecopy (confirmed by mail). Notices and requests shall be, in the
         case of those by hand delivery, deemed to have been given when
         delivered to any party to whom it is addressed, in the case of those by
         mail or overnight mail, deemed to have been given three (3) business
         days after the date when deposited in the mail or with the overnight
         mail carrier, in the case of a Courier, the next business day following
         timely delivery of the package with the Courier, and, in the case of a
         telecopy, when confirmed. The address for such notices and
         communications shall be as follows:


                  If to the Company:         LocatePLUS Holdings Corporation
                                             Attention: Chief Financial Officer
                                             Facsimile:

                                             with a copy to:
                                             Kirkpatrick & Lockhart LLP
                                             Attention:  Michael A. Hickey, Esq.
                                             Facsimile:  617.261.3175

                  If to a Purchaser:         To the address set forth under such
                                             Purchaser name on the signature
                                             pages hereto.


                  If to any other Person     To the address of such Holder as it
                  who is then the            appears in the stock transfer books
                  registered Holder:         of the Company


         or such other address as may be designated in writing hereafter in
         accordance with this Section 7(g) by such Person.

                  (h) Successors and Assigns. This Agreement shall inure to the
         benefit of and be binding upon the successors and permitted assigns of
         each of the parties and shall inure to the benefit of each Holder. The
         Company may not assign its rights or obligations hereunder without the
         prior written consent of each Holder. Each Holder may assign their
         respective rights hereunder in the manner and to the Persons as
         permitted under the Notes and the Securities Purchase Agreement with
         the prior written consent of the Company, which consent shall not be
         unreasonably withheld.

<PAGE>

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

                  (j) Governing Law. All questions concerning the construction,
         validity, enforcement and interpretation of this Agreement shall be
         governed by and construed and enforced in accordance with the internal
         laws of the State of New York, without regard to the principles of
         conflicts of law thereof. Each party agrees that all Proceedings
         concerning the interpretations, enforcement and defense of the
         transactions contemplated by this Agreement shall be commenced
         exclusively in the state and federal courts sitting in the City of New
         York, Borough of Manhattan. Each party hereto hereby irrevocably
         submits to the exclusive jurisdiction of the state and federal courts
         sitting in the City of New York, Borough of Manhattan 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 Proceeding, any
         claim that it is not personally subject to the jurisdiction of any such
         court, that such Proceeding is improper. Each party hereto hereby
         irrevocably waives personal service of process and consents to process
         being served in any such Proceeding by mailing a copy thereof via
         registered or certified mail or overnight delivery (with evidence of
         delivery) to such party at the address in effect for notices to it
         under this Agreement 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. Each party hereto hereby irrevocably
         waives, to the fullest extent permitted by applicable law, any and all
         right to trial by jury in any legal proceeding arising out of or
         relating to this Agreement or the transactions contemplated hereby. If
         either party shall commence a Proceeding to enforce any provisions of
         this Agreement, the Securities Purchase Agreement or any Related
         Agreement, then the prevailing party in such Proceeding shall be
         reimbursed by the other party for its reasonable attorneys fees and
         other costs and expenses incurred with the investigation, preparation
         and prosecution of such Proceeding.

                  (k) Cumulative Remedies. The remedies provided herein are
         cumulative and not exclusive of any remedies provided by law.

                  (l) Severability. If any term, provision, covenant or
         restriction of this Agreement is held by a court of competent
         jurisdiction to be invalid, illegal, void or unenforceable, the
         remainder of the terms, provisions, covenants and restrictions set
         forth herein shall remain in full force and effect and shall in no way
         be affected, impaired or invalidated, and the parties hereto shall use
         their reasonable efforts to find and employ an alternative means to
         achieve the same or substantially the same result

<PAGE>

         as that contemplated by such term, provision, covenant or restriction.
         It is hereby stipulated and declared to be the intention of the parties
         that they would have executed the remaining terms, provisions,
         covenants and restrictions without including any of such that may be
         hereafter declared invalid, illegal, void or unenforceable.

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


                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]





















<PAGE>


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

LOCATEPLUS HOLDINGS CORPORATION        LAURUS MASTER FUND, LTD.


By:     /s/ Jon R. Latorella           By:     /s/ David Grin
        ------------------------               -----------------------
Name:   Jon R. Latorella               Name:   David Grin
        ------------------------               -----------------------
Title:  President                      Title:  Managing Partner
        ------------------------               -----------------------

                                       Address for Notices:

                                       825 Third Avenue - 14th Floor
                                       New York, NY  10022
                                       Attention: David Grin
                                       Facsimile: 212-541-4434












<PAGE>

                                    EXHIBIT A

                                [Month __, 2004]

[Continental Stock Transfer
 & Trust Company
Two Broadway
New York, NY  10004
Attn: William Seegraber]


                           Re:    LocatePLUS Holdings Corporation. Registration
                                  Statement on Form SB-2
                                  ---------------------------------------------

Ladies and Gentlemen:

         As counsel to LocatePLUS Holdings Corporation, a Delaware corporation
(the "Company"), we have been requested to render our opinion to you in
connection with the resale by the individuals or entitles listed on Schedule A
attached hereto (the "Selling Stockholders"), of an aggregate of [amount] shares
(the "Shares") of the Company's Class A Common Stock.

         A Registration Statement on Form SB-2 under the Securities Act of 1933,
as amended (the "Act"), with respect to the resale of the Shares was declared
effective by the Securities and Exchange Commission on [date]. Enclosed is the
Prospectus dated [date]. We understand that the Shares are to be offered and
sold in the manner described in the Prospectus.

         Based upon the foregoing, upon request by the Selling Stockholders at
any time while the registration statement remains effective, it is our opinion
that the Shares have been registered for resale under the Act and new
certificates evidencing the Shares upon their transfer or re-registration by the
Selling Stockholders may be issued without restrictive legend. We will advise
you if the registration statement is not available or effective at any point in
the future.


                                                     Very truly yours,


                                                     [Company counsel]



<PAGE>

                      SCHEDULE 7(b)-EQUITY TO BE REGISTERED
<TABLE><CAPTION>
WARRANTS AND REGISTRATION RIGHTS
WARRANTS CLASS A
-----------------------------------------------------------------------------------------------------
<S>                           <C>           <C>
Russo, David and Maria         50,000        No registration rights
-----------------------------------------------------------------------------------------------------
Andrea, Wayne & Tiffany        30,000        No registration rights
-----------------------------------------------------------------------------------------------------
Axelrod, Lionel                60,000        No registration rights
-----------------------------------------------------------------------------------------------------
Russo, Steven                  60,000        No registration rights
-----------------------------------------------------------------------------------------------------
Tedeschi, Jr. Trust            15,000        No registration rights
-----------------------------------------------------------------------------------------------------
Houlihan, John P               75,000        No registration rights
-----------------------------------------------------------------------------------------------------
Margiotta, Marcia               5,000        No registration rights
-----------------------------------------------------------------------------------------------------
Snyder, Albert                 35,000        No registration rights
-----------------------------------------------------------------------------------------------------
Cardwell, James                25,000        No registration rights
-----------------------------------------------------------------------------------------------------
Lyon, Elise                    50,000        No registration rights
-----------------------------------------------------------------------------------------------------
Volpe, Lawrence                65,000        No registration rights
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
2001 GRANTS
-----------------------------------------------------------------------------------------------------
Murphy, Thomas                 25,000        No registration rights
-----------------------------------------------------------------------------------------------------
Oftring Company                43,500        No registration rights
-----------------------------------------------------------------------------------------------------
Para, Dale                     19,000        No registration rights
-----------------------------------------------------------------------------------------------------
Russo, Steven                  50,000        Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
2002 GRANTS
-----------------------------------------------------------------------------------------------------
Jenkins, Dale                  35,133        Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Garlock, Thomas               139,041        Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Spears, George                 53,065        Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Garlock, Thomas                21,500        Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Spears, George                 13,000        Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
2003 GRANTS
-----------------------------------------------------------------------------------------------------
Rossi, Patrick                 472,500       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Kisiel, Kevin                  187,500       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Glaude, David                  531,750       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Parrott, Tod                   375,000       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Para, Edward                   270,000       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------

WARRANTS - CL B
-----------------------------------------------------------------------------------------------------
2001 GRANTS
-----------------------------------------------------------------------------------------------------
Lindae, Greg                   500,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Caruso, Ralph                  250,000       No registration rights
-----------------------------------------------------------------------------------------------------
Simonini, Paul R.              250,000       No registration rights
-----------------------------------------------------------------------------------------------------
Duchesneau, David               25,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Shaheen, William                25,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Cromwell, Oliver D.             26,346       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Gushee-Molkenthin               26,207       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Phillips, John B.               77,374       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Sappin, Edward J.                8,736       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE><CAPTION>
<S>                            <C>          <C>
Lyons, Charles                  12,500       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Pitcher, Frederick              12,500       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Murphy, Thomas                 300,000       No registration rights
-----------------------------------------------------------------------------------------------------
Oftring, Robert                300,000       No registration rights
-----------------------------------------------------------------------------------------------------
Para, Dale                     300,000       No registration rights
-----------------------------------------------------------------------------------------------------
Garlock, Thomas                324,581       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Spears, George                  42,553       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------
2002 GRANTS
-----------------------------------------------------------------------------------------------------
Lindae, Greg                 1,177,680       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Garlock, Thomas                 35,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Houlihan, John                  35,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Garlock, Thomas                 27,089       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Spears, George                  16,889       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Scalley, Gerard                 35,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Yules, Dick                     35,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Schneider Leasing Co            57,184       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
KFT                            250,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
Volones                        250,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Elliott, Bob                    12,500       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
2003 GRANTS
-----------------------------------------------------------------------------------------------------
Petracca, Paul               1,111,110       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Martinelli, David               10,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
J&J Winn Family Ltd             50,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
David & Marlo Russo             65,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
Anthony Hahn                     5,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
Michael Fahey                  250,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
Ronald Feldman                  10,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
Fred Harshman                   10,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
Steve & Debbie Sullivan         35,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
J&J Winn                        50,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
J&J Winn                       200,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
J&J Winn                     1,300,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
Garlock, Thom                   35,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Kite, Bob                       35,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Houlihan, John                  35,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
vFinance Investments            20,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Jonathan Rich                    2,500       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Vincent Calicchia                2,500       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Ronald Greenspon               100,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
Michael Gibbard                  5,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
David & Marla Russo             25,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
Steve Russo                     55,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
Stephen Abdo Family Trust       10,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
Deveraux, Inc.                 300,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE><CAPTION>
<S>                           <C>           <C>
UpFront Consulting             150,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Lisa Gordon                     25,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
R. James Consulting             25,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Evergreen Investment Partners  700,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Kenzy Investment Trust         300,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Viraj Jha                      250,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
J&J Winn                     1,000,000       Demand if short form (S-3 or equivalent) is available
-----------------------------------------------------------------------------------------------------
Evergreen Investment Partners  300,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------
Kenzy Investment Trust         400,000       Piggy-Back - Subject to underwriter restriction
-----------------------------------------------------------------------------------------------------

SHARES WITH REGISTRATION RIGHTS

CLASS A
-----------------------------------------------------------------------------------------------------
Taney, Richard                 390,625       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
National Financial           4,000,000       Piggy-Back
-----------------------------------------------------------------------------------------------------
Davis, Dean                    357,143       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Greenwood Partners           1,235,219       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Alan Silberman                 390,625       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Gregg Greenberg                812,922       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Steven Cohen                   390,625       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Losanno, Richard               473,571       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Edward Gutman                  475,000       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Robert Gutman                  475,000       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Rossi, Patrick                 157,500       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Kisiel, Kevin                   62,500       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Glaude, David                  177,250       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Parrott, Tod                   125,000       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
Para, Edward                    90,000       Demand & Piggy-Back - Subject to underwriter
                                             restriction
-----------------------------------------------------------------------------------------------------
</TABLE>





</TEXT>
</DOCUMENT>
