Exhibit 10.18 [LETTERHEAD OF LOCATEPLUS HOLDINGS CORPORATION] August 5, 2003 Robert J. Oftring President Oftring & Company Inc. 588 Main Street Worcester, MA 01601 Dear Mr. Leighton: For good and valuable consideration, the receipt of which is...

                                                                 Exhibit 10.18

                [LETTERHEAD OF LOCATEPLUS HOLDINGS CORPORATION]

August  5,  2003

Xxxxxx  X.  Xxxxxxx
President
Oftring  &  Company  Inc.
000  Xxxx  Xxxxxx
Xxxxxxxxx,  XX  00000

Dear  Xx.  Xxxxxxxx:

For  good  and valuable consideration, the receipt of which is acknowledged, you
agree  (i)  to  terminate  the  PLACEMENT AGENT AGREEMENT dated June 4, 2003(the
"Agreement")  between LocatePLUS Holdings Corporation ("LocatePLUS") and Oftring
&  Company  Inc.  ("Oftring"); and (ii) to release and discharge LocatePLUS from
any  and  all  obligations  to  Oftring  or  any  of its agents arising from the
Agreement.


Agreed  and  Accepted



 /S/ Xxxxxx  X.  Xxxxxxx
---------------------------
By     Xxxxxx  X.  Xxxxxxx
     President





Regards,



 /S/ Xxxxx X. Xxxxxx
---------------------------
Xxxxx  X.  Xxxxxx
VP  of  Finance  and  Acting CFO