LOCATEPLUS HOLDINGS CORP
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>voteagmt.txt
<TEXT>
                                       -9-

                                VOTING AGREEMENT
                                ----------------
     VOTING  AGREEMENT,  dated  as  of  July  8,  2005  (the "Agreement"), among
                                                              ---------
LocatePLUS  Holdings Corporation, a Delaware corporation (the "Company"), Jon R.
                                                               -------
Latorella  (the  "Stockholder")  and the investors listed on the signature pages
                  -----------
hereto  (the  "Investors").
               ---------
                               W I T N E S S E T H
                               -------------------
     WHEREAS,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement,  the  Company  is entering into a Purchase Agreement, dated as of the
date  hereof  (as such agreement may hereafter be amended from time to time, the
"Purchase Agreement"), with the Investors which provides for, upon the terms and
 ------------------
subject  to  the  conditions  set forth therein, the sale of up to $8,000,000 in
aggregate  face amount of the Company's 3% Senior Convertible Notes and warrants
to  purchase up to an aggregate of 32,000,000 shares of Common Stock (subject to
adjustment) at an exercise price of $0.15 per share (subject to adjustment) (the
"Securities");  and
 ----------
WHEREAS,  pursuant  to  the Purchase Agreement, the Company has agreed to call a
special  meeting  of its stockholders for the purpose of seeking approval of the
Company's  stockholders for the recapitalization (the "Recapitalization") of the
Company's  outstanding  Class A Voting Common Stock and Class B Nonvoting Common
Stock  into  shares  of Common Stock, which will include a one-for-fifty reverse
split  of  the  Common  Stock  (the  "Proposal");
WHEREAS,  as of the date hereof, the Stockholder owns beneficially the number of
shares  of  Common Stock set forth opposite the Stockholder's name on Schedule I
                                                                      ----------
hereto  (all  such  shares  so owned and which may hereafter be acquired by such
Stockholder  prior  to  the  termination  of  this  Agreement,  whether upon the
exercise  of options, conversion of convertible securities, exercise of warrants
or  by means of purchase, dividend, distribution or otherwise, being referred to
herein  as  the  Stockholder's  "Shares");
                                 ------
WHEREAS,  approval  of the Proposal by the Company's stockholders is required in
order  to  effect  the  Recapitalization;
WHEREAS, as a condition to the Investors' willingness to enter into the Purchase
Agreement,  the  Investors  have  required  the  Stockholder  to enter into this
Agreement;  and
WHEREAS,  in order to induce the Investors to enter into the Purchase Agreement,
the  Stockholder  is  willing  to  enter  into  this  Agreement.
NOW,  THEREFORE,  in consideration of the foregoing and the mutual covenants and
agreements  herein  contained,  and  intending  to  be legally bound hereby, the
Company  and  the  Stockholder  hereby  agree  as  follows:
                                   ARTICLE I.

                       TRANSFER AND VOTING OF SHARES; AND
                       OTHER COVENANTS OF THE STOCKHOLDER
     SECTION  1.1.  Voting of Shares.  From the date hereof until termination of
                    ----------------
this  Agreement  pursuant  to Section 3.2 hereof (the "Term"), at any meeting of
                                                       ----
the  stockholders  of  the  Company,  however  called  and at any adjournment or
postponement  thereof,  and  in any action by consent of the stockholders of the
Company, the Stockholder shall (A) appear at such meeting or otherwise cause his
Shares  to  be  counted as present thereat for purposes of establishing a quorum
and (B) vote (or cause to be voted) his Shares in favor of the Proposal and such
other  matters  as  may  be  necessary  or  advisable  to  consummate  the
Recapitalization.
SECTION  1.2.  No  Inconsistent  Arrangements.  Except  as  contemplated by this
               ------------------------------
Agreement, the Stockholder shall not during the Term (i) transfer, or consent to
any transfer of, any or all of the Stockholder's Shares or any interest therein,
or  create or permit to exist any lien or other encumbrance on such Shares, (ii)
enter into any contract, option or other agreement or understanding with respect
to  any  transfer  of  any  or all of such Shares or any interest therein, (iii)
grant  any proxy, power-of-attorney or other authorization in or with respect to
such Shares, (iv) deposit such Shares into a voting trust or enter into a voting
agreement  or  arrangement  with  respect  to such Shares, or (v) take any other
action  that  would in any way restrict, limit or interfere with the performance
of  his  obligations hereunder or the transactions contemplated hereby or by the
Purchase  Agreement.
SECTION 1.3.  Proxy; Reliance.  The Stockholder hereby revokes any and all prior
              ---------------
proxies  or powers of attorney in respect of any of the Stockholder's Shares and
constitutes  and  appoints  such person as the Company shall nominate, with full
power  of  substitution  and resubstitution, at any time during the Term, as his
true and lawful attorney and proxy (his "Proxy"), for and in his name, place and
                                         -----
stead,  to  vote  each  of  such Shares as his Proxy in favor of the matters set
forth  in  Section 1.1, at every annual, special, adjourned or postponed meeting
of  the  stockholders  of  the Company, including the right to sign his name (as
stockholder)  to  any  consent,  certificate  or  other document relating to the
Company  that  the  Delaware  General  Corporation  Law may permit or require as
provided  in  Section  1.1.
THE  FOREGOING  PROXY  AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN
INTEREST  THROUGHOUT  THE  TERM.
SECTION  1.4.  Stop  Transfer.  The  Stockholder shall not attempt to effect any
               --------------
transfer  of  the  Stockholders  Shares,  and any such request shall be null and
void, ab initio.  The Stockholder will not request that the Company register the
transfer (book-entry or otherwise) of any certificate or uncertificated interest
representing  any  of  the  Stockholder's  Shares.  The  Company  shall  issue
stop-transfer  instructions  to  the  transfer  agent  for  the  Common  Stock
instructing the transfer agent not to register any transfer of Shares during the
Term  except  in  compliance  with  the  terms  of  this  Agreement.
SECTION  1.5.  Additional  Shares.  The  Stockholder  hereby  agrees, while this
               ------------------
Agreement  is in effect, to promptly notify the Company of the number of any new
Shares acquired (whether upon the exercise of options, conversion of convertible
securities, exercise of warrants or by means of purchase, dividend, distribution
or  otherwise)  by  such  Stockholder,  if  any,  after  the  date  hereof.
SECTION  1.6.  Disclosure.  The  Stockholder  hereby  authorizes  the Company to
               ----------
publish  and  disclose  in  the  Proxy  Statement  (including  all documents and
schedules  filed with the SEC), his identity and ownership of the Shares and the
nature of his commitments, arrangements and understandings under this Agreement.
SECTION  1.7.  Share  Legend.  As  promptly as practicable following the date of
               -------------
this  Agreement and, in any event, no more than five (5) Business Days after the
date  hereof,  the  Stockholder  shall cause the certificate(s) representing the
Stockholders'  Shares to be delivered to the Company and the Company shall place
the  following  legend  on  such  certificates:
"The  voting  of  the  shares represented by this certificate is governed by the
terms  of a Voting Agreement, a copy of which is available from the Secretary of
the  Company."
     Promptly  after  the  legending  of the certificates as provided above, the
Company  shall return such certificates to the Stockholder or as the Stockholder
may other direct.  Upon the termination of this Agreement in accordance with its
terms,  the Stockholder shall have the right to cause the Company to reissue the
certificates  representing the Stockholders' Shares without the legend set forth
above.
                                   ARTICLE II.

                REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
     The  Stockholder  hereby  represents  and  warrants  to the Company and the
Investors  as  follows:
SECTION  2.1.  Due  Authorization, etc.  The Stockholder has all requisite power
               -----------------------
and  authority  to  execute,  deliver and perform this Agreement, to appoint the
Proxy  and  to consummate the transactions contemplated hereby all of which have
been  duly  authorized  by  all action necessary on the part of the Stockholder.
The  execution,  delivery  and performance of this Agreement, the appointment of
the Proxy and the consummation of the transactions contemplated hereby have been
duly  authorized  by  all  necessary  action  on  the part of Stockholder.  This
Agreement  has  been  duly  executed  and  delivered  by  or  on  behalf  of the
Stockholder  and  constitutes  a  legal,  valid  and  binding  obligation of the
Stockholder,  enforceable  against the Stockholder in accordance with its terms,
except  as  enforcement  may be limited by bankruptcy, insolvency, moratorium or
other  similar  laws  and  except  that  the availability of equitable remedies,
including specific performance, is subject to the discretion of the court before
which  any  proceeding  for  such  remedy  may  be  brought.
SECTION 2.2.  Required Filings and Consents.  The execution and delivery of this
              -----------------------------
Agreement  by the Stockholder does not, and the performance of this Agreement by
the Stockholder will not, require any consent, approval, authorization or permit
of,  or filing with or notification to, any governmental or regulatory authority
(other  than  any necessary filing under the Exchange Act), domestic or foreign,
except  where  the failure to obtain such consents, approvals, authorizations or
permits,  or  to  make such filings or notifications, would not prevent or delay
the  performance  by the Stockholder of the Stockholder's obligations under this
Agreement.
SECTION 2.3.  Ownership of Shares.  The Stockholder is the record and beneficial
              -------------------
owner  of  the  Shares set forth opposite its name on Schedule I hereto.  On the
                                                      ----------
date  hereof,  such  Shares  constitute  all  of  the  Shares owned of record or
beneficially  by  such  Stockholder.
                                  ARTICLE III.

                                  MISCELLANEOUS
     SECTION  3.1.  Definitions.  Terms  used  but not otherwise defined in this
                    -----------
Agreement  have  the  meanings ascribed to such terms in the Purchase Agreement.
SECTION  3.2.  Termination.  This Agreement shall terminate and be of no further
               -----------
force  and  effect (i) by the written mutual consent of the parties hereto, (ii)
upon  the  approval  of  the Proposal by the Company's stockholders at a meeting
duly  called  and held for such purpose at which a quorum was present and acting
throughout,  or  (iii)  automatically  and  without  any  required action of the
parties hereto upon termination of the Purchase Agreement in accordance with its
terms.  No  such  termination  of  this Agreement shall relieve any party hereto
from  any  liability  for  any  breach  of  this Agreement prior to termination.
SECTION  3.3.  Further Assurance.  From time to time, at another party's request
               -----------------
and  without  consideration,  each  party  hereto shall execute and deliver such
additional  documents  and  take  all such further action as may be necessary or
desirable  to  consummate  and  make  effective,  in the most expeditious manner
practicable,  the  transactions  contemplated  by  this  Agreement.
SECTION 3.4.  No Waiver.  The failure of any party hereto to exercise any right,
              ---------
power  or remedy provided under this agreement or otherwise available in respect
hereof  at  law  or  in  equity, or to insist upon compliance by any other party
hereto  with its obligations hereunder, or any custom or practice of the parties
at variance with the terms hereof shall not constitute a waiver by such party of
its right to exercise any such or other right, power or remedy or to demand such
compliance.
SECTION  3.5.  Specific  Performance.  The  Stockholder acknowledges that if the
               ---------------------
Stockholder  fails  to  perform  any  of  his  obligations under this Agreement,
immediate  and irreparable harm or injury would be caused to the Company and the
Investors  for  which  money  damages  would not be an adequate remedy.  In such
event,  the Stockholder agrees that the Company and each Investor shall have the
right, in addition to any other rights they may have, to specific performance of
this  Agreement.  Accordingly,  should  the Company or any Investor institute an
action  or proceeding seeking specific enforcement of the provisions hereof, the
Stockholder hereby waives the claim or defense that the Company or such Investor
has an adequate remedy at law and hereby agrees not to assert in any such action
or  proceeding  the  claim  or  defense  that  such  a  remedy  at  law  exists.
SECTION  3.6.  Notice.  All  notices  and  other  communications  given  or made
               ------
pursuant  hereto shall be in writing and shall be deemed to have been duly given
or  made  (i)  as  of  the  date  delivered  or  sent  by facsimile if delivered
personally  or by facsimile, and (ii) on the third business day after deposit in
the  U.S.  mail,  if  mailed  by  registered or certified mail (postage prepaid,
return  receipt  requested),  in  each  case  to  the  parties  at the following
addresses  (or  at  such other address for a party as shall be specified by like
notice,  except  that  notices  of  changes  of  address shall be effective upon
receipt):
(a)     If  to  the  Company:
LocatePLUS  Holdings  Corporation
100  Cummings  Center,  Suite  235M
Beverly,  Massachusetts  01915
Attention:  Chief  Financial  Officer
Fax:  (978)  524-8887
     With  a  copy  to:
Kirkpatrick  &  Lockhart  Nicholson  Graham  LLP
75  State  Street
Boston,  MA  02109
Attn:  Michael  A.  Hickey,  Esq.
Fax:  (617)  261-3175
     (b)     If  to  the  Stockholder,  at  the  address  set  forth  below  the
Stockholder's  name  on  Schedule  I  hereto.
                         -----------
(c)     If to an Investor, at the address set forth below the Investor's name on
the  signature  pages  to  the  Purchase  Agreement.
SECTION  3.7.  Expenses.  All  fees,  costs  and expenses incurred in connection
               --------
with  this  Agreement  and the transactions contemplated hereby shall be paid by
the  Company,  including,  without  limitation,  the  fees,  costs  and expenses
               ---------   -------------------
incurred  by  the  Stockholder.
SECTION  3.8.  Headings.  The  headings  contained  in  this  Agreement  are for
               --------
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this  Agreement.
SECTION 3.9.  Severability.  If any term or other provision of this Agreement is
              ------------
invalid,  illegal  or  incapable  of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain  in  full  force and effect so long as the economic or legal substance of
the  transactions  contemplated  hereby is not affected in any manner adverse to
any party.  Upon such determination that any term or other provision is invalid,
illegal  or  incapable  of being enforced, the parties hereto shall negotiate in
good  faith  to modify this Agreement so as to effect the original intent of the
parties  as  closely  as  possible  in  an  acceptable  manner  to  the end that
transactions  contemplated  hereby are fulfilled to the maximum extent possible.
SECTION  3.10.  Entire  Agreement;  Third-Party  Beneficiaries.  This  Agreement
                ----------------------------------------------
constitutes  the  entire  agreement  and  supersedes  any  and  all  other prior
agreements and undertakings, both written and oral, among the parties, or any of
them,  with  respect  to  the  subject  matter hereof, and this Agreement is not
intended  to  confer  upon  any  other  person  any rights or remedies hereunder
SECTION  3.11.  Assignment.  Neither  this  Agreement  nor  any  of  the rights,
                ----------
interests  or obligations under this Agreement shall be assigned, in whole or in
part,  by  operation  of  law  or  otherwise.
SECTION  3.12.  Governing  Law;  Consent  to Jurisdiction; Waiver of Jury Trial.
                ---------------------------------------------------------------
This  Agreement  shall  be  governed  by,  and construed in accordance with, the
internal  laws  of  the  State  of  New York without regard to the choice of law
principles  thereof.  Each  of  the  parties  hereto  irrevocably submits to the
exclusive  jurisdiction  of  the  courts of the State of New York located in New
York  County  and  the United States District Court for the Southern District of
New York for the purpose of any suit, action, proceeding or judgment relating to
or  arising  out  of  this  Agreement  and the transactions contemplated hereby.
Service of process in connection with any such suit, action or proceeding may be
served  on  each  party  hereto anywhere in the world by the same methods as are
specified  for  the giving of notices under this Agreement.  Each of the parties
hereto  irrevocably  consents  to the jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such court.  Each party
hereto irrevocably waives any objection to the laying of venue of any such suit,
action  or  proceeding  brought  in such courts and irrevocably waives any claim
that  any  such  suit,  action  or proceeding brought in any such court has been
brought  in  an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT
TO  REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND
REPRESENTS  THAT  COUNSEL  HAS  BEEN  CONSULTED  SPECIFICALLY AS TO THIS WAIVER.
SECTION  3.13.  Amendment.  This  Agreement  may  not  be  amended  except by an
                ---------
instrument  in  writing signed on behalf of the Company, the Stockholder and the
Investors  agreeing  to acquire a majority of the Notes pursuant to the Purchase
Agreement.
SECTION  3.14.  Waiver.  Any  party  hereto  may  (a)  extend  the  time for the
                ------
performance of any of the obligations or other acts of the other parties hereto,
(b)  waive  any  inaccuracies in the representations and warranties of the other
parties hereto contained herein or in any document delivered pursuant hereto and
(c) waive compliance by the other parties hereto with any of their agreements or
conditions contained herein.  Any agreement on the part of a party hereto to any
such  extension  or waiver shall be valid only as against such party and only if
set  forth in an instrument in writing signed by such party.  The failure of any
party hereto to assert any of its rights under this Agreement or otherwise shall
not  constitute  a  waiver  of  those  rights.
SECTION  3.15.  Descriptive  Headings; Interpretation.  The descriptive headings
                -------------------------------------
herein are inserted for convenience of reference only and are not intended to be
part  of  or  to  affect  the  meaning  or  interpretation  of  this  Agreement.
SECTION  3.16.  Counterparts.  This  Agreement  may  be  executed  (including by
                ------------
facsimile  transmission)  in  one  or  more  counterparts,  and by the different
parties  hereto  in  separate counterparts, each of which when executed shall be
deemed  to  be  an  original  but all of which shall constitute one and the same
agreement.
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<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  as  of  the  date  first  written  above.
LOCATEPLUS  HOLDINGS  CORPORATION
By:______________________
Name:
Title:
______________________________
Jon  R.  Latorella

<PAGE>
[investors]

<PAGE>

                                       -1-

7/13/05  BOS-#875593-v3-LocatePLUS_--_Latorella_Voting_Agreement.DOC
                                   SCHEDULE I
                                   ----------

Name  and  Address  of  Stockholder     Number  of  Shares  Beneficially  Owned
-----------------------------------     ---------------------------------------
Jon  R.  Latorella                                      24,188,000








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