STOCK PURCHASE AGREEMENT

Exhibit 10.42

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

LOCATION BASED TECHNOLOGIES, INC.

AND

__ ORI Services Corp____

Dated May 27, 2009

TABLE OF CONTENTS

Page

SCHEDULES

Schedule 2.2                                Instructions for Payment of Purchase Price

Schedule 3.3                                Obligations of the Company

Schedule 3.4.1.1                          Financial Statements Delivered to Buyer

Schedule 3.4.2                             Changes in Financial Condition of the Company

Schedule 3.4.3                             Defaults of the Company

Schedule 3.5                                Liens of the Company

Schedule 3.8                                Current Litigation

Schedule 3.9                                Undisclosed Liabilities

Schedule 4.1                                Stock Certificate Legend

Schedule 5.4                                Use of Proceeds

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 27th day of May, 2009 by and between the Location Based Technologies, Inc., a Nevada corporation (the “Company”) and ORI Services Corp. of San Diego, CA (“Buyer”).

R E C I T A L S

A.           The Company is in the business of developing, marketing and selling high quality personal location devices through its Anaheim, California facility (the “Business”).

B.            The Company desires to sell to Buyer 91,743 shares of its common restricted stock (the “Shares”), and Buyer desires to acquire the Shares on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties and subject to the conditions contained herein, the parties hereto covenant and agree as follows:

1.              Agreement to Sell and Agreement to Purchase .

1.1            Purchase of Shares .  Simultaneously with the execution of this Agreement, on the terms and subject to the conditions set forth herein, the Company shall issue and sell to Buyer and Buyer shall purchase, acquire and accept from the Company, all the Shares.  The Company shall deliver to Buyer certificates representing the Shares against receipt of the Purchase Price (hereafter defined).

1.2            Closing .  The closing of the transactions herein contemplated (the “Closing”) shall take place at the offices of the Company in Anaheim, California, and be effective as of 5:00 p.m., local time, on the date hereof (the “Closing Date”).  All actions taken and all documents delivered at the Closing shall be deemed to have occurred simultaneously.

2.              Consideration to be Paid by Buyer .

2.1            Purchase Price for Shares .  The purchase price for the Shares (“Purchase Price”) shall be $1.09 per share for an aggregate of $100,000.00.  Warrant coverage will cover 25% of the aggregate value of the Purchase Price based on the closing day’s value of the market on the day good funds are received ($1.24 per share) with a three (3) year term.

2.2            Payment of Purchase Price .  At the Closing, Buyer shall pay to the Company in immediately available funds by wire transfer (pursuant to the instructions set forth on Schedule 2.2) the Purchase Price against receipt of the Shares.

3.             Representations and Warranties of the Company .  The Company represents and warrants to Buyer that:

3.1            Organization and Good Standing .  The Company is duly organized, validly existing and in good standing under the laws of Nevada (the jurisdiction in which it was formed) with full power to carry on its business as it is now and has since its organization been conducted, and to own, lease or operate its assets.  The Company is duly authorized to do business and is in good standing in such other jurisdictions in which the Company is required to be so authorized.

3.2            Authorization of Agreement .  The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  This Agreement and all other agreements and instruments to be executed by the Company has been duly executed and delivered by the Company, has been effectively authorized by all necessary action, corporate or otherwise, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

3.3            Capitalization .  The authorized capital stock of the Company consists solely of (i) 300,000,000 shares of voting common stock, $0.001 par value, of which 88,244,270 shares are issued and outstanding and (ii) 30,000,000 shares of preferred stock, $0.001 par value, none of which shares are issued and outstanding.  All of the outstanding shares have been duly authorized, validly issued (free of all preemptive rights), are fully paid and nonassessable.  Any outstanding or authorized options, warrants, subscriptions, calls, puts, conversion or other rights, contracts, agreements, commitments or understandings of any kind obligating the Company to issue, sell, purchase, return, redeem or pay any distribution or dividend with respect to any shares of capital stock of the Company or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of capital stock of or other ownership interest in the Company are listed on Schedule 3.3 hereof.

3.4            Financial Condition .

3.4.1          Financial Statements .

3.4.1.1            The Company has made available (see www.sec.gov )  to Buyer the financial statements (collectively, the “Financial Statements”) listed on Schedule 3.4.1.1, together with the report thereon of the Company’s independent certified public accountants where applicable.

3.4.1.2             To the Company’s best knowledge, the Financial Statements fairly present in all respects the financial condition and the results of operations of the Company as at the respective dates of and for the periods referred to in such financial statements and reflect the consistent application of accounting principles throughout the periods involved in accordance with generally accepted accounting principles.

3.4.2          Absence of Certain Changes .  Except as disclosed on Schedule 3.4.2, since November 30, 2008 (the “Balance Sheet Date”) there has not been (i) any change in the financial condition, results of operations, assets, business, or prospects of the Company as described in its filings with the Securities and Exchange Commission (“SEC Filings”) or otherwise that could have a material adverse effect on the assets, results (financial or otherwise), business or prospects of the Company (a “Material Adverse Effect”); (ii) any damage, destruction or loss, whether or not covered by insurance, that could have a Material Adverse Effect; (iii) any sale or transfer of any of the assets of the Company, except sales in the ordinary course of the business of inventory or immaterial amounts of other tangible personal property; (iv) any commitment by the Company to any capital expenditure to be paid after the Closing in excess of $100,000 for any individual commitment or $500,000 in the aggregate; (v) any incurrence of additional indebtedness for borrowed money or entering into long term contracts or commitments by the Company to be performed after the Closing Date; (vi) any alteration in any respect of the Company’s practices and policies relating to the payment and collection of accounts receivable; (vii) any failure to operate the Company in the ordinary course of business consistent with past practice; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any of the Company’s executive employees or any bonus payment (other than as included as an accrued liability on the Company’s balance sheet) or similar arrangement made to or with any of the Company’s executive employees; (ix) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional fringe benefits; (x) any material alteration in the manner of keeping the Company’s books, accounts or records, (xi) any transaction with any affiliate of the Company; (xii) any material tax election or establishment or increase in a reserve for taxes or other liabilities on its books