Exhibit 10.1
LAW OFFICES OF
MORTON S. TAUBMAN
1201 Fifteenth Street, N.W.
Second Floor
Washington, D.C. 20005
TELEPHONE (202) 347-9090
TELECOPIER (202) 659-2679
E-mail address mtaubman@isiwdc.com
September 25, 2006
Geoffrey T. Chalmers, Esq.
33 Broad Street, Suite 1100
Boston, Ma 02109
Re: Termination of the Agreement and Plan of Merger (the "Agreement")
entered into by and between GlobalOptions Group, Inc. ("Global"),
LocatePlus Acquisition Corporation ("LPA"), and LocatePlus Holdings
Corporation ("LocatePlus"), dated September 20, 2006.
Dear Mr. Chalmers:
Based upon information shared by and between the parties to the
Agreement, subsequent to the date of execution, the respective Board of
Directors of Global, LPA and LocatePlus have decided to mutually terminate the
Agreement under Section 7.1(a) of said Agreement.
The parties agree, as of the date hereof, all terms and conditions of
the Agreement shall be null and void and no further effect, with the exception
of Sections 5.4(b) and 5.6 of the Agreement, which shall survive the
aforementioned mutual termination of the Agreement.
The parties further agree that all the parties hereto fully release
each other, and their respective employees, servants, and agents from any claims
(including attorney's fees, costs, and expenses of every kind and however
denominated) which could have been asserted, or may assert in the future against
one another or their respective, employees, servants, and agents, relating to
the Agreement.
If the above represents the agreement among the parties, I respectfully
request that you have your client execute where indicated below and I will do
the same with my client. We agree that this letter agreement may be signed in
counterpart and forwarded to the undersigned in either fax form or PDF to be
effective.
Respectfully submitted,
/s/ Morton S. Taubman
---------------------------
Morton S. Taubman
Geoffrey T. Chalmers, Esq.
Page two
September 25, 2006
Terminate of the Agreement (defined in the caption, page 1)
AGREED TO AND ACCEPTED:
LOCATEPLUS HOLDINGS CORPORATION
By: /s/ Jon R. Latorella
-----------------------------------
Name: Jon R. Latorella
Title: President and Chief Executive Officer
GLOBALOPTIONS GROUP, INC.
By: /s/ Harvey Schiller
-----------------------------------
Name: Harvey Schiller
Title: Chief Executive Officer
LOCATEPLUS ACQUISITION CORPORATION
By: /s/ Harvey Schiller
-----------------------------------
Name: Harvey Schiller
Title: Chief Executive Officer
