EXHIBIT 1.2
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[LOCATEPLUS HOLDINGS CORPORATION LETTERHEAD]
June 18, 2002
Oftring & Company, Inc.
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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 as follows: (I)
the Minimum Offering shall be 6,000,000 Units ($1.8 million); (II) the maximum
number of Units that may be sold in the Offering shall be 12,000,000 Units ($3.6
million); and (III) Section 9 of the Underwriting Agreement is hereby struck and
shall be hereby replaced by "9. CONDITIONS OF COMPANY'S OBLIGATIONS. The several
obligations of the Company to sell the Units under this agreement are subject to
the conditions that the Registration Statement shall have become effective not
later than August 31, 2002, no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been taken or shall be pending or contemplated by the
Commission."
In all other regards, the Underwriting Agreement is hereby ratified and
confirmed. 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/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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President and Chief Executive Officer
AGREED, AS OF JUNE 18, 2002.
OFTRING & COMPANY, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
