Exhibit 99.2A

 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  Third  Amended  and  Restated

Certificate  of  Incorporation  of  the  Company to (a) increase the

number of shares  authorized  for  issuance  by  the  Company by

adding an additional 1,000,000 authorized shares of Preferred Stock;

(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 amendment is required to be approved by

holders of a majority of the outstanding capital stock of the Company  

required to amend said Certificate. 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:

FOURTH:     The  total  number  of  shares  of  all  classes  of

stock which the Company  shall  have authority to

issue is Fifty One Million (51,000,000) shares

consisting entirely of Fifty Million (50,000,000) shares

of Common Stock, $0.01 par value per share

(the  "Common  Stock") and one million (1,000,000)

shares of Preferred Stock, $1.00 par value per share,

with such terms and provisions as shall be set forth in

a Certificate or Certificates of Designation adopted

from time to time by the Board.

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 Geoffrey Lee, its Interim Chief Executive Officer,  this 30th day of December, 2009

LOCATEPLUS HOLDINGS CORPORATION

By:

/s/ Geoffrey Lee

Interim Chief Executive Officer