CONSULTING SERVICES AGREEMENT
THIS
CONSULTING SERVICES AGREEMENT (the "Agreement") is made and
entered into as of this 1 st
day of March 2008, by and between Location Based Technologies,
Inc. the (“Company”), a Nevada corporation and,
The Scigliano Group, LLC, a California Limited Liability
Company ("Consultant");
ENGAGEMENT OF CONSULTANT; SERVICES TO BE
PERFORMED
WHEREAS, Location
Based Technologies, Inc. desires to engage the services of
Consultant as a Business Development Executive. The duties will
include:
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(i)
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To
lead, assist and advise on how the Company can position itself to
raise capital. The Consultant’s consulting engagement
is on a non-exclusive basis.
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(ii)
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To
introduce and present the Company to key strategic partners,
investors and technology service providers that will quickly and
efficiently integrate the device into their sales activities. This
may take the form of a teaming, merger or acquisition
play.
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(iii)
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To
provide corporate governance advice and services.
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NOW,
THEREFORE, in consideration for the mutual covenants contained
herein, the parties hereby agree as following:
1.
Compensation
for Executive Services :
(a) As
compensation for the capital raise services to be performed by
Consultant hereunder, the Company shall pay to Consultant a
bonus fee of 7% (seven percent) of the total investment value
(paid in a combination of cash and/or equity at the
consultant’s choice).
(b) A
monthly sum of ten thousand Dollars ($10,000.00), payable on
the first (1st) day of each calendar month. This
fee for services will commence March 1, 2008 and may be paid
in cash and/or equity. The cash portion is subject to new
capital infusion and may be substituted for an equal value in
equity. The number of warrants to be issued in lieu
of the $10,000.00 cash payment each month shall be calculated
at follows: $10,000.00 divided by the exercise price. The
exercise price of the warrants is determined as the closing
price on the first business day of each quarter. The third
quarter exercise price will be based on the price of the stock
at the close of the market on March 3, 2008 and all equity
compensation will be valued at that price for March, April and
May 2008 services. The fourth quarter exercise price will be
based on the price of the stock at the close of the market on
June 2, 2008 and all equity compensation will be valued at
that price for June, July and August 2008
services. The quarterly warrant package shall be
issued in arrears for services performed. The warrants expire
five (5) years from the grant date.
(c) On
major accounts a seven percent (7%) commission of net revenues
received by the company from each Tier 1 (e.g. Thomson/GE)
procured by Consultant for the first twenty-four (24) months
period during which such Account is active.
(d) A
standard three percent (3%) commission of net revenues on all
other Tier 2 / 3 company accounts procured by the Consultant
for the first twenty-four (24) months period during which such
Account is active.
(e) Consultant
will pay all expenses of its office, activities and domestic
travel within the contiguous United States and be responsible
for the acts and expenses of its employees. In addition
to the compensation to be paid to Consultant hereunder, the
Company shall reimburse Consultant for Consultant’s
reasonable travel expenses incurred in the performance of the
consulting services hereunder, provided that such expenses are
presented to, and approved in advance.
2.
Term
The
term this Agreement will be for six months and may by mutual
agreement be extended for an additional six months, commencing
on March 1, 2008 and ending on August 1, 2008; however, that
the Company shall have the right and option, in its sole
discretion, to cancel the fifth (5th) and/or eleventh (11th)
month of this Agreement (if extended) by giving written notice
of such cancellation to Consultant on or before the thirtieth
(30 th
) day of the month. The monthly draw outlined in Part 1(b) of
this agreement will commence on March 1 st
, 2008 unless another date is mutually agreed upon prior to
March 1, 2008.
3.
Names
of
