SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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14a-6(e)(2))

[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12

LOCATEPLUS HOLDINGS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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[GRAPHIC OMITED]

Dear LocatePLUS Holdings Corporation Shareholder:

We are communicating with you at this time to obtain your Written Consent (a) to
eliminate the classification of Directors (b) to change the composition of
our Board of Directors, (b) to increase our authorized shares of Common
stock from 25,000,000 to 50,000,000, (c) to ratify certain actions of our
Board of Directors and (d) to authorize action by our officers to carry out the
foregoing tasks.

Effective September 30,2008 our Board of Directors increased the number of
Directors to seven and appointed Paul DeRoche as an additional Director. On
October 2, 2008 our Board of Directors increased the number of Directors to nine
and elected Dr. Christian Williamson and Richard Pyle as additional Directors.
On November 3, 2008 Richard Nagle resigned and our Board of Directors elected
Dr. Christian Williamson as Chairman. On December 1, 2008 the Board elected
George Isaac as an additional Director, replacing Richard Nagle. The Board also
voted to eliminate classification of Directors by term to reduce the number of
Directors to seven and to re-constitute the Board to consist of the following
individuals, each to serve for a one year term and until a successor is elected
and qualifies"

Christian Williamson
Richard Pyle
David Skerrett
Ralph Caruso
Patrick Murphy
James Ahearn
George Isaac

The effect of these changes will be to eliminate Messrs. James Fields, Jon
Latorella, Paul DeRoche, and Ms. Sonia Bejjani as Directors and to replace them
with Messrs. Murphy and Ahern thus constituting a Board composed exclusively of
"outside" Directors. Messrs. Williamson, Pyle, Murphy, Ahearn and Isaac had
previously been proposed by shareholders as alternates to management's nominees
as Directors to be elected at the Company's Annual Meeting on September 15, 2008
but were not elected by the requisite majority of shareholders. As more fully
discussed below, the current Board of Directors determined that changing the
classification and reconfiguring the composition of the Board was, at this time,
in the best interests of shareholders in view of the challenges now faced by the
Company. This determination was not reached as a result of any one event but
evolved during the process of Board discussions on how to deal with the
Company's financial position and its major creditors and the need to obtain more
input from shareholders

From an operational perspective, we continue to experience one of the
strongest periods in LocatePLUS' history. However, we continue to have to deal
with a significant challenge. The Company needs to explore all options to pay
off debt that was accumulated in prior years. We continue to be in technical
default on debt to our primary secured debt holder. Our discussions with
this creditor lead us to believe that they may be willing to forego a
foreclosure on all of the Company's assets if they can convert all their debt to
equity. However, we do not have adequate shares authorized to allow them to
convert the debt. For this reason, the Board voted on November 3, 2008 that the
Company amend its Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 25,000,000 to 50,000,000.

These proposals require the written consent of holders of a majority of the
Company's Common Stock before they can be implemented.

The Board and I feel it is in the best interest of our shareholders to make
these changes in the Board and to increase the authorized shares.

Enclosed with this communication as Appendix B is a Written Consent of a
Majority of Shareholders to both of the proposals. We recommend that you sign
this Consent and return it to us.

YOUR CONSENT IS IMPORTANT, AND WE ENCOURAGE YOU TO SEND IN YOUR CONSENT AS SOON
AS POSSIBLE. I urge you to read the enclosed Statement carefully, and to grant
your consent on each of the matters by signing and returning the Written Consent
in the envelope provided.

If you have any questions, we can be reached through the Company's main number,
(978) 921-2727.

Best regards,

Christian Williamson James C. Fields
Chairman Chief Executive Officer and President

Beverly, Massachusetts
November 18, 2008

TABLE OF CONTENTS
-----------------

Questions and Answers about the Written Consent . . . . . . . . . . . . . 1

Interests of Certain Persons in Matters to be Acted Upon. . . . . . . 3

Security Ownership of Certain Beneficial Owners and Management. . . . . 3

Certain Relationships and Related Transactions . . . . . . . . . . . . . . 3

PROPOSAL NO. 1: Eliminate The Classified Board . . . . 4

PROPOSAL. NO. 2:. . Election of Directors. . . . . . . . . . . . . . . .. . 4

Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Equity Compensation Plans . . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . 9

PROPOSAL NO. 3: Amendment of the Corporation's Second Amended
and Restated Certificate of Incorporation to
Increase the Number of Authorized Shares of the
Corporation's Common Stock from 25,000,000 Shares
to 50,000,000 Shares. . . . . . . . . . . . . . . . . . 11

PROPOSAL NO. 4: To Ratify Actions by the Board of Directors . . . . . . 12

PROPOSAL NO. 5: To Authorize action by officers . . . . . . 12

Incorporation of Documents by Reference. . . . . . . . . . . . . . . . . .13
APPENDIX A: Proposed Certificate of Amendment to the
Company's Second Amended and Restated
Certificate of Incorporation . . . . . . . . . . . . . .14

APPENDIX B: Written Consent of a Majority of Shareholders . . . . . . . .15

[GRAPHIC OMITED]

100 CUMMINGS CENTER
SUITE 235M
BEVERLY, MASSACHUSETTS 01915
(978) 921-2727

STATEMENT

GENERAL INFORMATION ABOUT THE WRITTEN CONSENT

A copy of this Statement must be furnished to each shareholder of record as of
the Record Date, October 31, 2008 in order to for Proposal Nos. 1, 2 and 3
described below to be approved by the shareholders. The Board of Directors has
already approved each of the Proposals. The Board of Directors is soliciting
Written Consents of a Majority of Shareholders in the form enclosed as Appendix
B to this Statement (a "Written Consent") from the shareholders of the Company.
Under Delaware law and applicable securities laws if these procedures are
observed it is not necessary to hold a meeting of shareholders to approve the
Proposals. Written Consents must be obtained from shareholders holding fifty one
percent (51%) or more of the Common Stock of the Company

This Statement is dated December 12, 2008 and was first furnished to our
shareholders on that date.

WHY ARE YOU RECEIVING THE STATEMENT?
We are providing the Statement to you because the Company's Board of Directors
is soliciting holders of the Company's Common Stock to provide Written
Consents. The Corporations' records indicate that you were a holder of
shares of the Common Stock of the Company as of the close of business on
November 18, 2008, the Record Date.

WHO IS ENTITLED TO CONSENT?
Only shareholders of record at the close of business on the Record Date,
November 18, 2008, are entitled to consent. All shareholders are entitled
to consent with respect to both Proposals. As of October 31,2008, 22,881,647
shares of Common Stock were issued and outstanding, and held by 441
holders of record. Each share of Common Stock is entitled one vote
per share.

HOW CAN YOU CONSENT?
You can sign and return your Written Consent to us. If you sign and return
your Consent but no indication is given as to how to vote your shares as to
the Proposals, your shares will be voted "FOR" the Proposals. if your shares
are held in the name of your broker, bank or other nominee, you must obtain
and send back to us a SIGNED Written Consent from your nominee on your behalf.

WHAT CONSENT IS REQUIRED TO APPROVE THE PROPOSALS?
The affirmative vote of a majority of the outstanding Common Stock of the
Company is required to approve each of the Proposals. Brokers holding
shares in their name will not be permitted to consent to the Proposals
without instruction from the beneficial owner of the shares.

ARE THERE ANY DISSENTER'S RIGHTS OF APPRAISAL?
No. Under applicable provisions of the Delaware General Corporation Law, the
matters outlined in the Proposals do not give rise to dissenters'
rights of appraisal, whether or not shareholders approve of or disapprove of the
matters being presented.

WHO IS SOLICITING THE CONSENT?
The Board of Directors of the Company is soliciting your vote. The
Company will bear the entire cost of preparing, assembling, printing and
mailing this Statement, the enclosed Written Consent and any additional
material which may be furnished to shareholders. Further solicitation of
Written Consents may be made by telephone or other communication. Brokers,
custodians and fiduciaries in whose names Common Stock is held will be
requested to forward soliciting material to the beneficial owners of such
stock and the Company will reimburse them for this service. The Company may
retain the services of a solicitor if such services are deemed necessary. If
necessary, the cost of such soliciting services should not exceed
$15,000.00

CAN SHAREHOLDERS TAKE ACTION ON MATTERS OTHER THAN THOSE SET FORTH IN THE
STATEMENT AND WRITTEN CONSENT?
No, the Written Consent covers only the Proposals. Any other shareholder consent
or action must be taken by other means

WHAT IS THE BOARD'S RECOMMENDATION REGARDING THE PROPOSALS INCLUDED IN THIS
STATEMENT?
The Board recommends that you APPROVE the Proposals and sign and send in the
Written Consent.

WHAT IF I DON'T CONSENT?
You do not need to send anything. The Proposals will be adopted only if Written
Consents from a majority of the Common Stock are received by the Company. If not
enough Written Consents are received the Proposals will not be approved or
implemented.

* * *

SPECIAL NOTE

IF TWO OR MORE SHAREHOLDERS SHARE AN ADDRESS, WE MAY SEND A SINGLE COPY OF THIS
STATEMENT AND OTHER SOLICITING MATERIALS TO THE SHARED ADDRESS, UNLESS WE HAVE
RECEIVED CONTRARY INSTRUCTIONS FROM ONE OR MORE OF THE SHAREHOLDERS SHARING THE
ADDRESS. IF A SINGLE COPY HAS BEEN SENT TO MULTIPLE STOCKHOLDERS AT A SHARED
ADDRESS, WE WILL DELIVER A SEPARATE WRITTEN STATEMENT FOR EACH SHAREHOLDER
ENTITLED TO VOTE. ADDITIONALLY, WE WILL SEND AN ADDITIONAL COPY OF THIS
STATEMENT AND ANY OTHER SOLICITING MATERIALS PROMPTLY UPON ORAL OR WRITTEN
REQUEST TO MR. JAMES FIELDS BY ANY SHAREHOLDER.

FORWARD-LOOKING STATEMENTS

THIS STATEMENT CONTAINS "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, EACH AS AMENDED. SUCH FORWARD-LOOKING STATEMENTS ARE BASED
ON CURRENT INFORMATION AND EXPECTATIONS AND ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
DESCRIBED. FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE BUT ARE NOT LIMITED
TO, OUR ABILITY TO RECEIVE APPROVAL FROM OUR SHAREHOLDERS CONCERNING THE
PROPOSALS PRESENTED HEREIN, UNCERTAINTIES RELATING TO OUR ABILITY TO
SUCCESSFULLY COMPETE IN OUR INDUSTRY, UNCERTAINTIES REGARDING OUR ABILITY TO
OBTAIN FINANCIAL AND OTHER RESOURCES FOR OUR PRODUCT DEVELOPMENT AND COMMERCIAL
ACTIVITIES, AND UNCERTAINTIES RELATING TO PRIVACY REGULATIONS. THESE FACTORS,
AND OTHERS, ARE DISCUSSED FROM TIME TO TIME IN THE CORPORATION'S FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD NOT PLACE UNDUE RELIANCE ON
SUCH FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE THEY ARE MADE.
WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE THESE FORWARD-LOOKING
STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE THEY ARE MADE.
FURTHER DISCUSSION OF RISK FACTORS IS ALSO AVAILABLE IN OUR QUARTERLY AND ANNUAL
REPORTS AND OUR REGISTRATION STATEMENTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, none of our directors or executive
officers, no nominee for election as a director of the Company and no associate
or affiliate of any of the foregoing persons has any substantial interest,
direct or indirect, including ownership of shares or otherwise, in any matter to
be acted upon.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the close of business on October 31, 2008, there were 22,881,647
shares of Common Stock issued and outstanding. There were also unexercised
vested options and warrants issued to purchase 3,050,832 shares of Common
Stock outstanding on that date. 2,740,714 issued shares and 717,500 vested and
unvested options, warrants, and convertible shares were owned by officers,
directors and over 5% shareholders.

The following table sets forth certain information known to us with respect
to the beneficial ownership of our Common Stock as of the close of business on
October 31, 2008, by:
-Each of our directors;
-Each of our executive officers;
-Each person known to us to beneficially own more than 5% of either
class of our common stock; and
-All of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage of ownership of that person,
shares of common stock underlying options or warrants held by that person that
are currently exercisable or will become exercisable within 60 days of October
31, 2008 are deemed outstanding, while such shares are not deemed outstanding
for computing percentage ownership of any other person. To our knowledge,
except as indicated in the footnotes to this table, each shareholder identified
in the table possesses sole voting and investment power with respect to all
shares shown as beneficially owned by such shareholder. Each of our directors
and executive officers can be contacted at 100 Cummings Center, Suite 235M,
Beverly, Massachusetts 01915.

NUMBER OF SHARES PERCENTAGE
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- -------------------------- ------------------ --------
Directors
JAMES C. FIELDS 978,705(1) 4.2%
CHRISTIAN T. WILLIAMSON 858,880 3.8%
SONIA P. BEJJANI 92,508(2) *
RICHARD L. PYLE 57,182 *
RALPH CARUSO 22,944 *
DAVID SKERRETT 1,995(3) *
JON R. LATORELLA - *
PAUL DEROCHE - *
GEORGE ISAAC - *

5% or More Shareholders

SPECIAL SITUATION FUNDS
153 E. 53rd Street
55th Floor
New York, NY 10022 1,410,000(4) 6.1%
All directors and executive
officers as a group (10 persons) 3,422,214(5) 14.5%
___________________________
* Less than one percent of outstanding shares.
(1) Includes 20,000 shares upon exercise of a fully vested stock options at
$0.50 that expire 1/2/2015 and 200,000 shares upon exercise of a fully vested
stock options at $0.115 that expire 11/8/2008.
(2) Includes 90,000 shares issuable upon exercise of fully vested stock
options, with an average exercise price of $26.16 per share.
(3) Consists of 225 held in IRA and 1,770 in trusts for which he is the
custodian.
(4) Includes 505,000 shares and 200,000 shares issuable upon the exercise of
warrants with an exercise price of $7.50 per share held by Special Situations
Fund III, L.P. and 505,000 shares 200,000 shares issuable upon the exercise of
warrants with an exercise price of $7.50 per share held by Special Situations
Private Equity Fund, L.P.
(5) Includes 717,500 shares issuable upon the exercise of options and
warrants.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 17, 2002, the Board of Directors adopted our Interested Parties
Transaction Policy, pursuant to which the Company will not enter into any
agreement, arrangement or understanding with any director, officer, or 5% or
greater shareholder of unless (i) the terms of such agreement, arrangement or
understanding are consistent with the terms of equivalent agreements or
arrangements that the Company could obtain from third parties; and (ii) the
agreement, arrangement or understanding is fair to the Company.

THIS STATEMENT CONTAINS IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY
BEFORE ANY DECISIONS ARE MADE WITH RESPECT TO THE PROPOSALS CONTAINED HEREIN.
YOU ARE STRONGLY URGED TO READ THIS STATEMENT IN ITS ENTIRETY AS WELL AS THE
APPENDIX AND THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS STATEMENT.

PROPOSAL NO. 1
--------------
ELIMINATION OF CLASSIFIED BOARD

Section 141(d) of the Delaware General Corporation Law provides that the
shareholders may amend the By-laws to provide for Board classification. At the
dateMonth11Day14Year2005November 14, 2005 Annual Meeting the shareholders
elected a classified Board. There is, however, no formal record of a By-law
amendment. The current proposal requests that the shareholders clarify the
situation by consenting to return to a non-classified Board and to elect a Board
of Directors for a one-year term in accordance with the current By-laws.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS CONSENT TO THE ELECTION OF
EACH OF THE NOMINEES AS DIRECTORS OF LOCATEPLUS HOLDINGS CORPORATION (PROPOSAL
NO. 1)

PROPOSAL NO. 2
--------------
ELECTION OF DIRECTORS

Presently our Board of Directors consists of eight persons: Christian
Williamson, Chairman, James Fields, President, Jon Latorella, Sonja Benjani,
David Skerrett, Ralph Caruso and Richard Pyle and George Isaac. Messrs.
Willliamson and Pyle had been elected to the Board by vote of Board members
October 2, 2008. A ninth Director, Ralph Nagle, resigned effective
November 3, 2008 and was replaced by Mr. Isaac on December 1, 2008

At a Board meeting on November 3, 2008 the Directors debated the current
difficult situation in which the Company finds itself and resolved to make some
changes in the composition of the Board to add individuals who have been active
in proposing changes in the direction of the Company and an improvement in its
capital structure. Our By-laws provide that the Board of Directors has
discretion to increase or decrease the number of Directors and to appoint new
directors subject to certain limitations requiring shareholder consent. On
December 1, 2008 the Board of Directors voted to (a) to propose to shareholders
that they eliminate classification of Directors by term and (b) subject to
approval of proposal (a), to fix the number of Directors at seven and to propose
that the shareholders elect the following individuals to serve as Directors,
each for a one-year term and until his successor shall be elected and qualify:

Dr. Christian T. Williamson
Richard L. Pyle
David Skerrett
Ralph Caruso
Patrick F. Murphy
James Ahern
George G. Isaac

The Board of Directors knows of no reason why any of the Board nominees will be
unable to serve their full terms. The Board of Directors may appoint Directors
to fill vacancies in the event that one or more Directors leave the Board of
Directors or in the event that the size of the Board of Directors is increased.

NOMINEES FOR THE BOARD OF DIRECTORS

The Company's Board of Directors has nominated the following persons for
election as Directors of the Company. All the nominees with the exception of
Messrs. Murphy and Ahern, are currently members of the Company's Board of
Directors. The effect of these changes will be to eliminate Messrs. James
Fields, Jon Latorella and Paul DeRoche and Ms. Sonia Bejjani as Directors and to
replace them with Messrs. Murphy and Ahern thus constituting a Board composed
exclusively of "outside" Directors. Messrs. Williamson, Pyle, Murphy, Ahearn and
Isaac had previously been proposed by shareholders as alternates to management's
nominees as Directors to be elected at the Company's Annual Meeting on September
15, 2008 but were not elected by the requisite majority of shareholders. The
current Board of Directors determined that reconfiguring the composition of the
Board was, at this time, in the best interests of shareholders in view of the
challenges now faced by the Company. This determination was not reached as a
result of any one event but evolved during the process of Board discussions on
how to deal with the Company's financial position and its major creditors and
the need to obtain more input from shareholders.

CHRISTIAN T. WILLIAMSON, Ph.D., 35, Chairman of the Board, is currently Vice
President of Global Market Strategies at Trojan Technologies a subsidiary of
Danaher Corporation, a $10 Billion industrial conglomerate which operates within
multiple platforms including water treatment. Dr. Williamson joined Trojan in
2001 through the acquisition of Advanced UV Solutions and was promoted to
Vice-President, Global Market Strategies in January 2008 - Executive Team
Member. Prior to that, Dr. Williamson was Managing Director, Environmental
Contaminant Treatment since 2001 in Trojan. Prior to that Dr. Williamson
was Managing Partner for Advanced UV Solutions, LLP, a "spin-off" of the
consulting firm Hydro Geo Chem, Inc. The main goal of AUVS was to liquidate the
asset for Hydro Geo Chem through the sale of the AUVS Company. Dr. Williamson
holds a B.S. in Engineering Mathematics and a Doctorate in Hydrology with an
emphasis in Systems Engineering from The University of Arizona.

RICHARD L. PYLE, Ph.D., 64, Director, holds a bachelors in physics, an MBA, and
a doctorate in business. He is a former professor of management in the
University of Massachusetts system. In addition to an academic and theoretical
perspective on business management, he also brings years of management
experience across a broad range of manufacturing industries. In particular, he
brings the sales / manufacturing / distribution perspective and experience of
being an owner/manager of a sales and marketing related business. He also
provides consulting services to other businesses and is a commercial real estate
investor and property manager. Dr. Pyle also enjoys philanthropic work and
public service. The focus of his charitable work has been with children, youth,
and in higher education. Dr. Pyle has been the CEO of Continental Consolidated,
Inc. of Worcester, MA. since January 1993

DAVID SKERRETT, 57, has been Vice President of the Middlesex Corporation for 23
years. Middlesex Corporation is in the top 400 heavy civil construction
companies in the nation with $140 million in revenue. Mr. Skerrett holds a
Bachelor of Engineering from College of Technology. Mr. Skerrett is currently a
member of the Board of Directors and is being nominated to serve an additional
one year term.

RALPH CARUSO 57, is the founder and President of Caruso Companies, a
conglomerate involved in many facets of industrial construction that has been in
business for over 25 years. Mr. Caruso is currently a member of the Board of
Directors and is being nominated to serve an additional two year term.

PATRICK F. MURPHY, J.D.,55, Nominee for Director, is the Chairman of the Pulsar
Network, Inc. Board of Directors. A graduate of the Harvard Law School
practicing in Massachusetts, he also provides consulting services to growing
businesses. He is familiar with government relations, public relations, and has
experience in developing resources and assets. Prior to his career in law he was
a manager at a prominent social service agency and handled personnel and
operation issues in a crisis-based environment. For the past ten (10) years
since September of 1998, Mr. Murphy has been an attorney for the Commonwealth of
Massachusetts Department of Mental Retardation. Mr. Murphy beneficially owns no
shares of the Common Stock of the Company. The business address of Mr. Murphy is
68 N. Main St. Ste. 101 Carver, MA 02330.

JAMES AHERN, 68, nominee for Director, is the COO of the Tracy Group, a Casino
Management and Development Company. The Tracy Group focuses on work-out
strategies, development of management and marketing strategies, and ground-up
development for a variety of clients. Prior to joining the Tracy Group, Mr.
Ahearn had extensive experience in executive management in a variety of areas
including 30 years experience with the Federal Bureau of Investigation where he
was nominated by the Director of the FBI for the highest award for executive
service in the U.S. Department of Justice. Mr. Ahearn recently served on the
Board of Directors, and acted as a consultant to Trackpower, Inc., a company
operating two race tracks/casinos in New York State. He has held gaming
licenses in New York, Arizona, Oregon and Washington, as well as the National
Indian Gaming Commission.

GEORGE G. ISAAC, CPA , 63, Nominee for Director, is a Massachusetts Certified
Public Accountant and is affiliated with Massachusetts Board of Certified Public
Accountants and the American Institute of Certified Public Accountants. He is
well experienced in all areas of financial management having practiced as a CPA
for 25 years within a financial career that reaches back nearly 40 years. His
experience includes management, business consulting, budgeting, managerial
accounting, risk management, internal controls, tax advice and preparation,
financial planning and reporting, audit functions, banking functions, and all
treasury functions including SEC compliance. Specifically, his current practice
involves services as a consulting CFO. In the past he has served as CFO for a
publicly traded company, a managing partner of a public accounting firm, has
managed a commercial office building. As a board member of a community bank and
a publicly traded company he has served as a member and is familiar with the
functioning of board audit committees, executive committees, and compensation
committees. His experience includes the negotiation of significant expansion and
growth credit availability but also downsizing to maintain profitability where
necessary. He is proficient in Russian and German. For the past five years Mr.
Isaac has served as a consulting Chief Financial Officer for several closely
businesses in Massachusetts with responsibility for all financial planning and
reporting, tax preparation, banking and related treasury functions for each of
his clients. The business address of Mr. Isaac is 36 Whisper Drive Worcester, MA
01609.

The Nominees will not receive any compensation from the Company or any of its
affiliates in connection with this Written Consent solicitation. If elected, the
nominees will be entitled to such compensation from the Company as is consistent
with the Company's past practice for non-employee directors, which is described
in this Statement

Except as disclosed in this Statement, (i) no nominee or any associate of a
nominee is a party adverse to the Company or any of its subsidiaries or has a
material interest adverse to the Company or any of its subsidiaries in any
material proceeding, and (ii) there is no event that occurred during the past
five years with respect to any of the nominees that is required to be described
under Item 401(f) of Regulation S-K. The information in this Proxy Statement
regarding a particular nominee has been furnished to the Company by such
nominee.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS CONSENT TO THE ELECTION OF
EACH OF THE NOMINEES AS DIRECTORS OF LOCATEPLUS HOLDINGS CORPORATION (PROPOSAL
NO. 2)

BOARD OF DIRECTOR MEETINGS AND COMMITTEES OF THE BOARD

The Board of Directors met 19 times during 2007. Each of the directors attended
at least 75% of the aggregate of (I) the total number of Board of Directors
(held during the period for which he or she has been a director); and (II) the
total number of meetings held by all committees of the Board of Directors on
which he or she served (during the period in which he or she served).

The Board of Directors has established two committees: the Audit Committee and
the Compensation Committee. The Board of Directors has not established a
standing nominating committee.

AUDIT COMMITTEE

Pursuant to its written charter, the Audit Committee of the Board of Directors
is responsible for the appointment, compensation and oversight of our
independent auditors, reviews the scope of the audit services provided by our
independent accountants, and reviews our accounting practices and internal
accounting controls. The Audit Committee is comprised of Messrs DeRoche and
Skerrett. We believe that the Audit Committee is "independent" as defined by
currently applicable National Association of Securities Dealers, Inc.
regulations. Mr. DeRoche serves as the Chairman of the Audit Committee. Our
Board has determined that Mr. DeRoche is an "audit committee financial expert"
as defined by the rules and regulations of the Securities and Exchange
Commission.

There is one vacancy on the Audit Committee. The Board of Directors is
attempting to identity appropriate nominees for the Board of Directors who would
be willing to serve on the Corporation's Board of Directors and who would be
deemed "independent" in accordance with applicable regulations to fill that
vacancy.

COMPENSATION COMMITTEE

Pursuant to its written charter, the Compensation Committee of the Board of
Directors reviews and recommends to the Board of Directors the salaries,
benefits and stock option grants of key employees, consultants, directors and
other individuals compensated by us. The Compensation Committee also administers
our 1999 Stock Option Plan and our 2003 Stock Plan, as well as other employee
benefits plans that we may adopt from time to time

COMMITTEE REPORTS

Notwithstanding anything to the contrary, any report of the Compensation
Committee or the Audit Committee shall not be deemed incorporated by reference
by any general statement incorporating by reference this Proxy Statement into
any filing under the Securities Act of 1933, as amended (the "Act"), or under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to
the extent that we specifically incorporate this information by reference, and
shall not otherwise be deemed filed under such Acts.

The reports of the Audit Committee and the Compensation Committee are attached
as Appendix A and Appendix B, respectively to the definitive Proxy Statement of
the Company for the 2008 Annual Meeting filed with the U.S. Securities and
Exchange Commission on July 29, 2008. See www.sec.gov.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation for the last three fiscal years
of the Corporation's Chief Executive Officer and all other executive officers
whose annual compensation for the last three fiscal years exceeded $100,000:

NAME AND OPTIONS ALL OTHER
PRINCIPAL SALARY BONUS SEVERANCE AWARDS COMPENSATION
POSITION YEAR ($) ($) ($) (shares) ($) TOTALS
- ------------------------ ---- -------- -------- ----------- ----------- -------------- ----------

JON R. LATORELLA . . . . 2007 60,215 - - - 15,000(2) 321,215
---- -------- -------- ----------- ----------- -------------- ----------
Former Chairman. . . . . 2006 231,468 325,000 250,000 - 15,000(2) 571,468
Former CEO 2005 232,727 - - - 13,200(2) 247,727

JAMES C. FIELDS(3) . . . 2007 212,631 - - 600,000(1) 13,200(5) 225,831
President & CEO 2006 142,690 - - - 13,200(5) 155,890
Acting CFO, Secretary . 2005 142,893 - - - 13,200(5) 156,093

(1) On November 8, 2007, Mr. Fields was issued stock options to purchase
600,000 shares of our Common Stock with an exercise price of $0.11 per share.

(2) Mr. Latorella and his family are allowed use of company vehicles, the
value of which is approximately $1,100 per month to Mr. Latorella.

(3) Mr. Fields commenced his employment with us in 2001. Mr. Fields became
an executive officer with the Company on March 31, 2003.

(4) On May 19, 2004, Mr. Fields was granted incentive stock options to
purchase 600,000 shares of Common Stock with an exercise of $0.11 per share.

(5) Beginning in April 2004, Mr. Fields was allowed the use of a
company-leased vehicle, the value of which is approximately $1,100 per month.

In March 2007, Mr. Latorella resigned from the position of President and CEO.
Mr. Latorella was replaced as Chairman of the Board on November 3, 2008..

In May 2007, Mr. Fields was elected by the Board of Directors to the position of
President and CEO. Mr. Fields remains the Acting CFO.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

Number Of Secu-
rities Underlying
Options/SARs Option Exercise Option
Granted Price Expiration
Name (#) ($/Sh) Date
- ------------------------------------- ------------------- ---------------- -----------

Jon R. Latorella 35,000 12.50 12/18/08
Former Chairman 50,000 12.50 12/18/08
Former CEO 100,000 50.00 12/18/08
20,000 75.00 05/19/09
50,000 19.50 05/19/09
20,000 10.00 11/03/08
240,000 0.50 12/29/09

James C. Fields 600,000 0.11 11/08/17
President & CEO 10,000 10.00 06/01/11
Acting Chief Financial Officer 10,000 7.50 03/28/13
Secretary 15,000 12.50 12/18/13
20,000 19.50 05/19/14
20,000 0.50 12/29/14

(1) All options issued to Mr. Latorella expire five years from issue date.
As such, the issue date is five years prior to expiration and all options were
immediately vested upon issue.
(2) All options issued to Mr. Fields expire ten years from issue date. As
such, the issue date is ten years prior to expiration. With the exception of
the 10,000 share grant issued 6/1/2001 which vested 25% per year on its
anniversary, all options were immediately vested upon issue.

In March 2007, Mr. Latorella resigned from the position of President and CEO.
Mr. Latorella remains the Chairman of the Board.

In May 2007, Mr. Fields was elected by the Board of Directors to the position of
President and CEO. Mr. Fields remains the Acting CFO.

EQUITY COMPENSATION PLANS

1999 STOCK OPTION PLAN

On November 16, 1999, the Board of Directors approved the Incentive and
Non-Qualified Stock Option Plan as amended (the "1999 Plan"). Under the terms of
the 1999 Plan, the Company is authorized to grant incentive and nonqualified
stock options to purchase shares of common stock to its employees, officers and
directors, and consultants or advisors. The Board of Directors administers the
Plan. A maximum of 15,000,000, shares, or 300,000 after adjusting for the
reverse split, of Class A Voting Common Stock has been approved for issuance
under the 1999 Plan of which 6,061 post split shares were available for grant
at December 31, 2007. The options are not transferable except by will or
domestic relations order.

2003 STOCK OPTION PLAN

On March 28, 2003, the Board of Directors approved the Incentive and
Non-Qualified Stock Option Plan (the "2003 Plan") which was approved by the
stockholders at the May 29, 2003 annual meeting. Under the terms of the 2003
Plan, the Company is authorized to grant incentive and nonqualified stock
options to purchase shares of common stock to its employees, officers and
directors, and consultants or advisors. The Board of Directors administers the
2003 Plan. A maximum of 25,000,000 shares, or 500,000 after adjusting for the
reverse split, of Class A Voting Common Stock and 25,000,000 shares, or 500,000
after adjusting for the reverse split, of Class B Non-Voting Common Stock, or a
combined total of 1,000,000 post split shares have been approved for issuance
under the 2003 Plan of which 486,000 were available for grant at December 31
,2007. The options are not transferable except by will or domestic
relations order.

PLANS NOT APPROVED BY SECURITY HOLDERS

From time to time, we have issued options or warrants to employees and
non-employees (such as directors, consultants, advisors, vendors, customers,
suppliers and lenders) in exchange for services or other consideration provided
to us. These issuances have not been made pursuant to a formal policy or plan,
but instead are issued with such terms and conditions as may be determined by
our Board of Directors from time to time. Generally, our shareholders have not
approved or disapproved these issuances.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table reflects equity compensation granted or issued by us as
of December 31, 2007, to employees and non-employees (such as directors,
consultants, advisors, vendors, customers, suppliers and lenders) in exchange
for consideration in the form of goods or services.

- - NUMBER
NUMBER OF WEIGHTED OF SECURITIES
SECURITIES TO -AVERAGE REMAINING
BE ISSUED EXERCISE AVAILABLE FOR
UPON EXERCISE PRICE OF FUTURE
OF OUTSTANDING OUTSTANDING ISSUANCE
OPTIONS, OPTIONS, UNDER EQUITY
WARRANTS WARRANTS COMPENSATION
PLAN CATEGORY AND RIGHTS AND RIGHTS PLANS(1)
- ------------------ -------------- ------------ --------------
EQUITY
COMPENSATION
PLANS
APPROVED BY
SECURITY HOLDERS:
- ------------------ -------------- ------------ --------------
Common Stock 699,976 $30.54 491,221

- ------------------ -------------- ------------ --------------
EQUITY
COMPENSATION
PLANS NOT
APPROVED BY
SECURITY HOLDERS:
- ------------------ -------------- ------------ --------------
Common Stock 3,088,342 $6.55 N/A

- ------------------ -------------- ------------ --------------
TOTAL:
- ------------------ -------------- ------------ --------------
Common Stock 3,788,318 $10.98 N/A
- ------------------ -------------- ------------ --------------

________________________________
(1) Excludes securities reflected in column titled "Number of securities to
be issued upon exercise of outstanding options, warrants and rights."

401(K) PLAN

We sponsor a defined contribution plan under the provisions of Section 401(k) of
the Internal Revenue Code, which covers substantially all of our employees. We
may make discretionary matching contributions up to 1% of annual employee
contributions. Employees are eligible to participate in the 401(k) Plan after
one year of service. Our matching contributions vest ratably over a five-year
period. We pay the administrative expenses of this plan.

DIRECTOR COMPENSATION
Fees Earned or Total
Name Paid in Cash $
- ------------- ---------------- -------
Ralph Caruso 33,381 33,381
David Skerrett 33,381 33,381
Chris Romeo 33,381 33,381
Mike Ryan 33,381 33,381

Compensation to independent members of the Board for services rendered during
2006 and through 2007 have been distributed in 2007. Compensation for services
rendered in 2008 will be paid in 2009.

SECTION 16 COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors, and persons who own more than 10% of a registered class of our
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Officers, directors and greater than 10%
beneficial owners are required to furnish us with copies of all forms they file
pursuant to Section 16(a).

Except as set forth in the preceding paragraph, and based solely on review
of the copies of such reports furnished to us and written representations from
reporting persons that no other reports were required, to our knowledge, all
such persons complied with all of the Section 16(a) filing requirements
applicable to them with respect to 2007.
* * *

PROPOSAL NO. 3
--------------
TO AMEND THE CORPORATION'S SECOND AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE CORPORATION'S
COMMON STOCK FROM 25,000,000 SHARES TO 50,000,000 SHARES

The Board of Directors proposes to amend the Company's Second Amended and
Restated Certificate of Incorporation to increase the number of authorized
shares of the Company's Common Stock from 25,000,000 shares to 50,000,000
shares (the "Share Increase"). This proposal will become effective when (a)
shareholders of record holding a majority of the 22,881,647 outstanding shares
of Common Stock on the Record Date, November 18, 2008, have signed Written
Consents to the amendment and (b) the Company has filed a Certificate of
Amendment with the Secretary of State of the State of Delaware in the form
attached as Appendix A to this Statement.

REASONS TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK

We recommend an increase in the number of authorized shares of Common Stock
because the Company is in technical default on its debt to YA Global, the
primary secured debt holder. One remedy available to the holder of this debt is
foreclosure on all of the Company's assets. The Company wishes to avoid
foreclosure by allowing the creditor to convert the debt into equity based on
the terms of the note. The Company currently does not have adequate
shares authorized to allow the holder to fully convert this debt into
equity.

The Company currently has no plans, proposals or arrangements for the issuance
of the shares other than in compliance with its debt covenants. However, the
additional shares could theoretically be used by the Company to resist or
frustrate a third-party transaction by, for example, diluting the stock
ownership of persons seeking to obtain control of the Company.

As of the close of business on October 31, 2008, we had 22,881,647 shares of
Common Stock issued and outstanding.The Company owes $2,780,270 to YA Global
under a convertible note requiring a monthly interest payment of 8.5% and coming
due in full on March 13, 2010.

The terms of the note allow the creditor to convert the principal amount into
shares at $0.314 per share. However upon default, the holder of the note may
convert at the lower of $0.314 or 80% of the lowest daily Volume Weighted
Average Price ("VWAP") of the Common Stock during the fifteen (15) consecutive
Trading Days immediately preceding the applicable Installment Date. At November
30, 2008, the VWAP was $0.0117, which would have allowed payments to be
converted at $0.01.

To fully satisfy the remaining balance would require 8,854,363 shares at the
$0.314 conversion rate and 278,027,000 shares at the lower default conversion
rate.

In addition, the Company has issued vested options and warrants to acquire an
additional 3,050,832 shares. None of these options or warrants is exercisable at
a price per share equal to current market levels. 1,125,000 of the warrants are
exercisable at the lowest price, $.10 per share.

The Company's current outstanding shares plus commitments to issue additional
shares may be summarized as follows:

Issued and outstanding, October 31, 2008 22,881,647
Minimum additional conversion shares 8,854,363
Vested options and warrants 3,050,832
------------
Total issued plus commitments 34,736,842
Less, Authorized (25,000,000)
------------
Excess of commitment over authorized 9,736,842

Adoption of the proposed amendment to our Second Amended and Restated
Certificate of Incorporation and the issuance of Common Stock upon conversion of
the outstanding debt would dilute of the earnings per share and voting rights of
current shareholders. On the other hand, increasing the authorized shares would
cure the default under the YA Global indebtedness and allow YA Global to convert
the debt to equity at the lower rate. Failure to comply with this conversion
requirement has put the Company in default and could cause YA Global to commence
a bankruptcy proceeding against the Company which could entirely wipe out the
existing Common stock equity. Neither the Board not the Company can make any
representations at this time as to the intentions of YA Global. But the Board is
optimistic that if this Proposal is adopted YA Global will regard our initiative
in a positive light and will elect to convert much if not all of its
indebtedness to equity in the Company.

In addition, an increase in the authorized shares would permit the Company to
accommodate the exercise of vested options and warrants should rising prices
make this a realistic option for employees and investors.

The Board has extensively debated the pros and cons of increasing the authorized
shares. The Board is sensitive to the desire of the shareholders to preserve
their equity position in a Company which the Board believes is seriously
undervalued in the marketplace. The conversion of the indebtedness to Common
Stock upon the increase in authorized shares would improve the Company's
earnings and increase its cash flow, thus potentially allowing for an increase
in its stock price and the equity value for current shareholders. The Board
believes that this solution, while not without risk, presents the best
alternative available for preserving the Company for its shareholders

REQUIRED VOTE

Approval of this proposal requires that holders of a majority of common stock
sign the Written Consent

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE SHARE
INCREASE PROPOSAL (PROPOSAL NO. 2).

PROPOSAL NO. 4
--------------
TO RATIFY ALL ACTIONS TAKEN AND THINGS DONE BY THE BOARD
OF DIRECTORS AND OFFICERS OF THE CORPORATION SINCE
OCTOBER 31, 2008

The Board of Directors proposes that the shareholders approve the following
resolution

That all actions taken and things done by the Board of
Directors and the officers of the Corporation since October 31, 2008
as the same appear of record or in the usual course of business to
the date hereof, including (i) all transactions in the usual course
of business; (ii) the payment of all fees and expenses incurred by
or on behalf of the Corporation (iii) all actions and elections by
the Board of Directors at all meetings, whether or not such meetings
were properly called, whether or not the Board of Directors were
properly elected and qualified, and whether or not such actions and
elections were otherwise irregular; and (iv) all other actions taken
by the Board of Directors in good faith and in the best reasonable
belief that all such actions were or would be in the best interests
of the Corporation, are hereby adopted, ratified and confirmed.

REASONS TO APPROVE THE RESOLUTION

Given the recent contested election of Directors and other corporate actions the
Board of Directors, on advice of counsel, wishes to establish a firm legal base
for its authority going forward to take actions in the best interests of the
Company and its shareholders

The Board of Directors held three meetings since October 31, 2008. At the
November 3, 2008 meeting the Board took the following actions: (a) appointed
Christian Williamson as Chairman, (b) proposed that the shareholders approve
the elimination of a classified Board, (c) proposed that, subject to prior
approval of item (b), the shareholders elect new Board members, (d) proposed an
increase in authorized shares, (e) proposed a ratification of Board actions and
(f) instructed officers to take appropriate action. At its December 1, 2008
meeting the Board accepted the resignation of Richard Nagle and appointed George
Isaac as Director.

REQUIRED VOTE

Approval of this proposal requires that holders of a majority of common stock
sign the Written Consent

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
PROPOSAL (PROPOSAL NO. 4)

PROPOSAL NO. 5
--------------
THAT THE SHAREHOLDERS AUTHORIZE THE OFFICERS OF THE COMPANY TO TAKE
ALL ACTIONS NECESSARY TO CARRY OUT THE FOREGOING APPROVALS

The Board of Directors proposes that the shareholders approve the following
resolution

RESOLVED: That the officers of the Corporation hereby are, and each
of them singly hereby is, authorized to execute and deliver all such
certificates, instruments and documents, make all such payments,
make all such filings, and do all such other acts and things as in
their opinion, or in the opinion of any one of them, may be
necessary or appropriate in order to carry out the intent and
purposes of the foregoing resolutions.

REASON TO APPROVE THE RESOLUTION

The resolution is an enabling resolution designed to establish from a legal
standpoint the authority of the officers of the Company to take the actions
approved by the shareholders

REQUIRED VOTE

Approval of this proposal requires that holders of a majority of common stock
sign the Written Consent

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
PROPOSAL (PROPOSAL NO. 4)

INCORPORATION BY REFERENCE

Our financial statements and management's discussion and analysis and results of
operations set forth in our Form 10-KSB for the period ended December 31, 2007
as filed with the Securities and Exchange Commission on April 10, 2008, and Form
10-QSB for the period ended March 31, 2008 and as filed with the Securities and
Exchange Commission on May 14, 2008, the amendments to Form 10-KSB for the
year ended December 31, 2007, filed on September 25, 2008, and November 13, 2008
, respectively, and Form 10-Q for the period ended September 30, 2008, filed on
November 17, 2008 are incorporated herein by reference. These documents may be
viewed and downloaded on the Commission's website, www.sec.gov. Copies of these
reports are being provided with this proxy statement. The Companyrporation
will also make additional copies of these documents available upon written
request at its headquarters.

The reports of the Audit Committee and the Compensation Committee are
attached as Appendix A and Appendix B, respectively, to the definitive Proxy
Statement of the Company for its 2008 Annual Meeting as filed with the U.S.
Securities and Exchange Commission as explained below.

Copies of each of these documents, and the Corporation's Form 10-KSB for the
period ended December 31, 2007 as filed with the Securities and Exchange
Commission on April 10, 2008, and Form 10-QSB for the period ended March 31,
2008 and as filed with the Securities and Exchange Commission on May 14, 2008,
may be inspected without charge at the Public Reference Room maintained by the
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and copies of all or any part of these documents may be obtained from the
Securities and Exchange Commission upon payment of the prescribed fee.
Information regarding the operation of the Public Reference Room may be obtained
by calling the Securities and Exchange Commission at 1-800-SEC-0330. The
Securities and Exchange Commission maintains a web site that contains reports,
proxy and information statements, and other information regarding registrants
that file electronically with the SEC. The address of the site is www.sec.gov.
The Corporation will also make copies of these documents available upon written
request at the Corporation's headquarters.

By Order of the Board of Directors of LocatePLUS Holdings Corporation,

James C. Fields
Chief Executive Officer and President

December 12, 2008

Appendix A

CERTIFICATE OF AMENDMENT OF
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
LOCATEPLUS HOLDINGS CORPORATION

LocatePLUS Holdings Corporation (the "Company"), a corporation
organized under the laws of the State of Delaware, DOES HEREBY CERTIFY:

First: That, at a meeting of the Board of Directors of the Company, the
Board of Directors of the Company (i) adopted resolutions
proposing an amendment to the Second Amended and Restated
Certificate of Incorporation of the Company to (a) increase the
number of shares authorized for issuance by the Company from
25,000,000 shares to 50,000,000; (ii) declaring said amendments to be
advisable; and (iii) calling for the submission of such
amendments to the shareholders of the Company for consideration
thereof.

Second: That, in accordance with Section 211 of the General Corporation Law
of the State of Delaware, the holders of a majority of the
outstanding capital stock of the Company required to amend said
Certificate to approve such amendment. Pursuant to said vote, Article
Fourth of the Company's Second Amended and Restated Certificate of
Incorporation is hereby further amended by deleting the existing
Article Fourth, and replacing it in its entirety with the following:

FIRST: The total number of shares of all classes of
stock which the Company shall have authority to
issue is Fifty Million (50,000,000) shares
consisting entirely of shares of Common Stock, $0.01
par value per share(the "Common Stock").

Third: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.

Fourth: That this Certificate of Amendment of the Second Amended and
Restated Certificate of Incorporation of the Company shall be
effective upon its filing with the Secretary of State of the State of
Delaware.

IN WITNESS WHEREOF, said LocatePLUS Holdings Corporation has caused this
Certificate of Amendment to be signed by James C. Fields, its Chief Executive
Officer and President, this ___ day of ____________, 2008

LOCATEPLUS HOLDINGS CORPORATION
By:
/s/ James C. Fields
James C. Fields, President and Chief Executive Officer

Appendix B

FORM OF WRITTEN CONSENT
WRITTEN CONSENT OF A MAJORITY OF SHAREHOLDERS
IN LIEU OF A SPECIAL MEETING OF THE SHAREHOLDERS
OF
LOCATE PLUS HOLDINGS CORPORATION
NOVEMBER _____, 2008

Pursuant to Sections 228 of the Delaware General Corporation Law and Section 13
of the Corporation's By-Laws, the undersigned, being a majority of the
shareholders of LocatePLUS Holdings Corporation, a Delaware corporation (the
"Corporation"), hereby consents to the following actions, which shall, for all
purposes, constitute a written consent in lieu of special meeting of the
Shareholders of the Corporation

PLEASE CHECK EACH PROPOSAL INDICATING WHETHER YOU CONSENT OR DO NOT CONSENT

1. ELIMINATE CLASSIFICATION OF DIRECTORS BY TERM

RESOLVED: That the Corporation eliminate classification of
Directors by term

2. SUBJECT TO APPROVAL OF PROPOSAL 1 BY A MAJORITY OF SHAREHOLDERS,
REDUCTION OF MEMBERS OF THE BOARD OF DIRECTORS TO SEVEN AND THE
APPOINTMENT OF THE FOLLOWING DIRECTORS EACH FOR A ONE YEAR TERM

RESOLVED: That, subject to approval of Proposal 1 by a majority of
the shareholders of the Company, the number of members of
the Board of Directors be reduced to seven members and
that the following individuals each be elected to a one
year term:

Christian Williamson
Richard Pyle
David Skerrett
Ralph Caruso
Patrick Murphy
James Ahearn
George Isaac

CONSENT ______ DO NOT CONSENT _______

3. AUTHORIZATION OF INCREASE OF AUTHORIZED SHARES FROM 25,000,000 TO
50,000,000

RESOLVED: That subject to a written consent by a majority of
shareholders, the number of authorized shares of this Corporation be
increased from 25,000,000 to 50,000,000 shares

CONSENT ______ DO NOT CONSENT _______

4. RATIFICATION

RESOLVED: That all actions taken and things done by the Board of
Directors and the officers of the Corporation since October 31, 2008
as the same appear of record or in the usual course of business to
the date hereof, including (i) all transactions in the usual course
of business; (ii) the payment of all fees and expenses incurred by
or on behalf of the Corporation (iii) all actions and elections by
the Board of Directors at all meetings, whether or not such meetings
were properly called, whether or not the Board of Directors were
properly elected and qualified, and whether or not such actions and
elections were otherwise irregular; and (iv) all other actions taken
by the Board of Directors in good faith and in the best reasonable
belief that all such actions were or would be in the best interests
of the Corporation, are hereby adopted, ratified and confirmed.

CONSENT ______ DO NOT CONSENT _______

5. OMNIBUS

CONSENT ______ DO NOT CONSENT _______

[Remainder of Page Intentionally Left Blank]

The undersigned further directs that this consent shall take effect immediately
as of the date first above written and shall be filed in the minute book of the
Corporation with the minutes of the meetings of the SHAREholders.

NOTE: TO BE VALID, CONSENT MUST BE SIGNED BY STOCKHOLDER(S) OF RECORD

Date:_______________________ By:__________________________________