ADDENDUM
THIS ADDENDUM ("ADDENDUM"), TO THE DEBENTURE NUMBER JULY 2006 101 DATED JULY 21,
2006 (THE "JULY DEBENTURE") BETWEEN DUTCHESS PRIVATE EQUITIES FUND, LP
("DUTCHESS") AND LOCATE PLUS HOLDINGS, INC. (THE "COMPANY"), AND TO THE
DEBENTURE NUMBER DECEMBER 2005 101 DATED DECEMBER 29, 2005, (THE "DECEMBER
DEBENTURE") BY AND BETWEEN THE PARTIES TO THE DEBENTURES, THE COMPANY AND
DUTCHESS PRIVATE EQUITIES FUND, II, LP ("DUTCHESS II"), IS MADE THIS 18TH DAY OF
OCTOBER, 2006.
WHEREAS, it is in the best interest of both parties to facilitate (the
"Facilitation") the amendments in connection with the Previous Agreements.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements set forth herein and in reliance upon the representations and
warranties contained herein, the parties hereto covenant and agree as follows:
1. Amendment to the July Debenture Agreement. The July Debenture Agreement
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is hereby amended to DELETE in its entirety the Article 3.2 (c) and
contemporaneously the Debenture Agreement is hereby amended to INSERT the
following paragraph as the amended Article 3.2 (c):
Conversion Rate. Holder is entitled to convert the Face Amount of this
Debenture, plus accrued interest and penalties, anytime following the Closing
Date, at the lower of 1) seventy cents ($.70) per share; or 2) seventy-five
percent (75%) of the lowest closing bid price of the common stock during the
past twenty (20) trading days prior to a Conversion (each hereinafter referred
to as the "Conversion Price"). No fractional shares or scrip representing
fractions of shares will be issued on conversion, but the number of shares
issuable shall be rounded up, as the case may be, to the nearest whole share.
The Holder shall retain all rights of conversions during any partial trading
days.
Any such reference made in the July Debenture Agreement and the Transaction
Documents (as defined in the July Debenture), to the Fixed Conversion Price or
the Conversion Price, shall refer to the amended Section 3.2 (c), described
herein.
2. Amendment to the December Debenture Agreement. The December Debenture
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Agreement is hereby amended to DELETE in its entirety the Article 3.2 (c) and
contemporaneously the Debenture Agreement is hereby amended to INSERT the
following paragraph as the amended Article 3.2 (c):
Conversion Rate. Holder is entitled to convert the Face Amount of this
Debenture, plus accrued interest and penalties, anytime following the Closing
Date, at the lower of 1) seventy cents ($.70) per share; or 2) seventy-five
percent (75%) of the lowest closing bid price of the common stock during the
past twenty (20) trading days prior to a Conversion (each hereinafter referred
to as the "Conversion Price"). No fractional shares or scrip representing
fractions of shares will be issued on conversion, but the number of shares
issuable shall be rounded up, as the case may be, to the nearest whole share.
The Holder shall retain all rights of conversions during any partial trading
days.
Any such reference made in the December Debenture Agreement and the Transaction
Documents (as defined in the December Debenture), to the Fixed Conversion Price
or the Conversion Price, shall refer to the amended Section 3.2 (c), described
herein.
3. No other terms, rights or provisions of the Transaction Documents are or
should be considered to have been modified by the terms of this Amendment and
each party retains all other rights, obligations, privileges and duties
contained in the July Debenture and December Debenture and the Transaction
Documents that correspond respectively to the Debentures.
Agreed and Accepted, and duly authorized to sign, on this 18th day of October ,
2006
By Dutchess: /s/ Douglas H. Leighton
Douglas H. Leighton, Managing Director
By Dutchess II: /s/ Douglas H. Leighton
Douglas H. Leighton, Managing Director
By Company: /s/ James C. Fields
James Fields, CFO