Exhibit 10.17

                [LETTERHEAD OF LOCATEPLUS HOLDINGS CORPORATION]


August  5,  2003

Douglas  H.  Leighton
A  Managing  Member
Dutchess  Private  Equities  Fund,  L.P.
312  Stuart  St.
Boston,  MA  02116

Dear  Mr.  Leighton:

For  good  and valuable consideration, the receipt of which is acknowledged, you
agree  (i)  to  terminate  the Investment Agreement, dated June 2, 2003, and the
Registration  Agreement,  dated  June  2,  2003 (collectively, the "Agreements")
between  LocatePLUS  Holdings  Corporation  ("LocatePLUS")  and Dutchess Private
Equities  Fund,  L.P. ("Dutchess"); and (ii) to release and discharge LocatePLUS
from  any  and  all  obligations  to  Dutchess or any of its agents arising from
either  of  the  Agreements.


Agreed  and  Accepted


 /S/ Douglas  H.  Leighton
---------------------------
By     Douglas  H.  Leighton
     A  Managing  Member




Regards,

 /S/ James C. Fields
---------------------------
James  C.  Fields
VP  of  Finance  and  Acting CFO