CONSULTING AGREEMENT

EXHIBIT 10.31   CONSULTING AGREEMENT   This Consulting Agreement ("Agreement"), is entered into as of October 8, 2008 (the "Effective Date") by and between Location Based Technologies, Inc., the (“Company”), and Michael Dautermann ("Consultant").   W I T N E S S E T H:   WHEREAS, Company is a technology and telecommunications company that has designed and patented wireless communications products and systems combining advanced wireless location based services technology to provide features of  utilizing a proprietary software system; and   WHEREAS, Company wishes to assure itself of the services of Consultant for the period and upon the terms and conditions provided in this Agreement; and   WHEREAS, Consultant is willing to serve and to provide consulting to the Company on a project basis for said period and upon the terms and conditions provided in this Agreement.   NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:   1.           Period   a.           Term.  Subject to the terms and conditions of this Agreement, Company hereby agrees to use Consultant for the design of the iPhone application. The capacity as set forth herein, commencing on the Effective Date and continuing in full force and effect until such time as the execution of each Task is completed, but in no event longer than two (2) weeks from the Effective Date (the "Consultancy Term").  Upon payment in full, the Consultant shall release all code to the Company and have no further claims on the code.   b.           Duties and Responsibilities.  During the Term, Consultant agrees to devote his working time and attention to the project and tasks faithfully and efficiently perform all reasonable responsibilities and duties to the best of his skill and abilities, in a competent and professional manner.   c.           Services.  During the Term, Consultant further agrees not to engage in any business or perform any services that are competitive with the business of or services provided by Company or that may be deemed to constitute a conflict of interest.  Notwithstanding anything to the contrary contained in this Section 1(c), Consultant shall not be prohibited from (i) rendering services to relatives, charitable or community organizations; (ii) managing her personal investments in such manner as to not interfere with the performance of her duties hereunder; or (iii) owning no more than five percent (5%) of the equity securities of a corporation or other entity, so long as (A) such services or activities are not rendered to any business which is competitive with the business of Company, and (B) such services or activities do not in any way interfere with the performance of Consultant's duties and responsibilities hereunder.   2.           Compensation.  During the Term, Consultant shall be entitled to the compensation and benefits provided below.   a.           Base Payment.  During the Consulting Term, in full consideration for the services to be rendered by Consultant, Consultant shall compensation for worked performed on an hourly basis of $125. The Consultant will invoice the Company at the end of the term.   1

  b.           Shares for Performance.  Consultant shall participate in the Stock Incentive Plan of the Company based on Performance as follows:  

  c.           Resignation.  Consultant may resign his current position with Company and thereby terminate his agreement, by giving thirty (30) days notice in writing.  Upon resignation, Consultant terminates any and all participation in the Stock Incentive Plan/Options for Performance as described in Section 2. b.   d.           Termination of Consulting.  Company may Terminate Consulting at any time during the Agreement by giving consultant thirty (30) days notice in writing.  Upon Termination, Company is obligated to pay any and all outstanding invoices.   3.           Confidential Information.   a.           Company Information.  Consultant acknowledges that during the course of employment, Consultant will have access to information about Company and that Consultant's employment with Company shall bring Consultant into close contact with proprietary information of Company.  In recognition of the foregoing, Consultant agrees at all times during and following Consultant's employment with Company, to hold in confidence, and not to use, except for the benefit of Company, or to intentionally disclose to any person, firm, corporation or other entity without written authorization of Company, any "Confidential Information" of Company which Consultant obtains or creates.  Consultant understands that "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, licenses, finances, budgets or other business information disclosed to Consultant by Company in writing or by drawings of parts or equipment, or created by Consultant during the period of Consultant 's term during working hours.  Consultant understands that "Confidential Information" includes information pertaining to any aspects of Company's business which is either information not known by actual or potential competitors of Company or is proprietary information of Company or its customers or suppliers, whether of a technical nature or otherwise.  Consultant further understand that Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of Consultant.   b.           Third Party Information. Consultant recognizes that Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on Company's part to maintain the confidentiality of such information and to use such information only for certain limited purposes.  Consultant agrees to hold all such confidential or proprietary information in confidence and not to intentionally disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for Company consistent with Company's agreement with such third party.   2

  4.           Inventions.   a.           Inventions Retained and Licensed.  Consultant represents and warrants to Company that there are no inventions, original works of authorship, developments, improvements, or trade secrets which were made by Consultant prior to the commencement of his employment with the Company (collectivel