July 22, 2002

                                                                     EXHIBIT 1.3
                                                                     -----------

                  [LOCATEPLUS HOLDINGS CORPORATION LETTERHEAD]



                                  July 22, 2002



Oftring & Company, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000

           RE: SECOND AMENDMENT TO UNDERWRITING AGREEMENT



Dear Sirs:

     Reference is hereby made to a certain letter agreement between LocatePLUS
Holdings Corporation (the "Company") and Oftring & Co., Inc. (the "Underwriter")
dated March 15, 2002 (the "Underwriting Agreement"). Terms not defined in this
letter shall have the meaning set forth in the Underwriting Agreement.

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Underwriter and the Company agree to amend and
restate section 3 of the Underwriting Agreement to read as follows:

                     TERMS OF PUBLIC OFFERING. The Company and the Underwriter
                     agree that the Offering shall be conducted on a
                     minimum/maximum basis, and that a minimum of 6,000,000
                     Units (the "Minimum Offering") must be sold by the Company
                     to the Underwriter by 5:00 p.m. (Boston time) on that date
                     that is sixty days from the effective date of the
                     Registration Statement (the "Closing Date"). In the event
                     that the Minimum Offering is not sold to the Underwriter by
                     the Closing Date, the Underwriter acknowledges and agrees
                     that the Offering will be terminated and this Agreement
                     will be of no further force or effect (except as provided
                     in Section 12 of this Agreement). In the event that a
                     minimum of $1,800,000 in acceptable subscriptions is
                     received, the funds may be closed in one or more closings.

     In all other regards, the Underwriting Agreement is hereby ratified and
confirmed.


Oftring & Company, Inc.
Page 2


     This agreement may be signed in various counterparts that together shall
constitute one and the same instrument. Please confirm that the foregoing
correctly sets forth the agreement among the Company and the Underwriter.


                       Very truly yours,

                                LOCATEPLUS HOLDING CORPORATION



                                By:  /s/ Xxx X. Xxxxxxxxx
                                    ---------------------------------------
                                     Xxx X. Xxxxxxxxx
                                     President and Chief Executive Officer



AGREED, AS OF JULY 22, 2002.

OFTRING & COMPANY, INC.


By:  /s/ Xxxxxx Xxxxxxx
    ----------------------------------
     Xxxxxx Xxxxxxx, President