ex10-57.htm


    Exhibit 10.57

     

     

    
      LOCATION
BASED TECHNOLOGY, INC.

       

      AFFINITAS
CORPORATION

       

      MASTER
SERVICE AGREEMENT

      


      


      THIS AGREEMENT (the
"Agreement") is made and entered into this ____ day of August, 2009, by and
between AFFINITAS
CORPORATION, a
Nebraska corporation, currently of 1015 North 98th
Street, Suite 100, Omaha, NE  68114 (hereinafter referred to as
"AFFINITAS") and LOCATION BASED
TECHNOLOGIES, INC., a Nevada Corporation currently
of  4999 E. La Palma Avenue, Anaheim, California 92807 (hereinafter
referred to as "LBT").

      


      R
E C I T A L S

      


      AFFINITAS
is interested in contracting with LBT to provide certain direct marketing and
agency services, including, but not limited to marketing and agency services,
web services, direct mail, data analysis and lists, and  inbound and
outbound telemarketing services to LBT and AFFINITAS is interested in
contracting with LBT to provide those services as AFFINITAS’s capacity
permits.  This Agreement is intended to set forth the terms of the
parties’ agreement for such services.

      


      THEREFORE,
in consideration of the mutual promises and obligations of AFFINITAS and LBT as
set forth below, and other good and valuable consideration, the sufficiency of
which the parties acknowledge, the parties agree as follows:

      


      ARTICLE
I.

      SERVICES PROVIDED BY
AFFINITAS

      


      The
services to be performed by AFFINITAS pursuant to the terms of this Agreement
shall be inbound telemarketing services on behalf of LBT, as described from time
to time, on separate attachments to this Agreement as part of Exhibit “A” and
shall, when properly executed, become a part of this Agreement and incorporated
herein.  In the event there are specific requirements
of  LBT pursuant to the services to be performed by AFFINITAS, such
requirements shall be set out on a separate statement of work (“SOW”) to be
attached hereto as part of Exhibit “A.”

       

      
      

      ARTICLE
II.

      DURATION AND TERMINATION OF
SERVICE

      


      The term
of this Agreement shall be for a period beginning on the date hereof (“Date of
Commencement”) and ending three (3) years thereafter.  The term hereof
shall be automatically extended from year to year under the same terms and
conditions unless one hundred twenty (120) days’ advance notice is provided by
either party of its intention not to renew for an additional
term.  Notwithstanding anything contained herein to the contrary,
either party may terminate this Agreement as provided in Article XVII
hereof.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      ARTICLE
III.

      SERVICE LEVEL
AGREEMENT

      


      LBT will
provide hourly and monthly call volumes to Affinitas no later than thirty (30)
days from the start of each report month.   Affinitas will work
with LBT to create a staffing plan to achieve a service level of answering
eighty percent (80%) of the calls within 30 seconds so long as the call volumes
are +/- 5% of projected and agreed upon call volumes.  Hours of
Operation shall be 8:30 AM EST to 8:00 PM, Monday through Friday.

       

      ARTICLE
IV.

      COMPENSATION FOR SERVICES
RENDERED

      


      4.1  
Compensation.  AFFINITAS
shall receive, as compensation for all services provided to LBT as herein
described, the fees as set out on Exhibit “A”.  Unless otherwise
provided, all compensation shall be adjusted at the commencement of each
anniversary of this Agreement to reflect the increase in the Consumer Price
Index (the U.S. City Average 1982-84 equal 100) as prepared by the United States
Department of Labor from the date of this Agreement.

      


      4.2  
Hourly
Rate.   Hourly rate as used in this Agreement, Exhibit “A”
attached hereto, and any work order, shall be defined as any hour in which an
agent is logged into call management systems and/or able to handle, and/or is
handling LBT calls, plus any related work time, including, without limitation,
all ancillary service, after call work, awaiting calls and breaks.

       

      Training
hours includes all hours in which agents/CSR’s are being trained on a LBT
program, including, without limitation, initial training, cross-training,
up-training, and all new hire training associated with covering turnover and
attrition.

      


      4.3  
Telecom
Costs.  
LBT shall be responsible to pay all telecom costs and expenses reasonably
required by AFFINITAS to perform the services and shall timely undertake such
action necessary to establish such connectivity to AFFINITAS locations and have
billing for services directed to LBT for payment.

      


      4.4  
Consulting
Services.  AFFINITAS shall receive, as compensation for all
consulting services, not otherwise identified on Exhibit “A”, from time to time,
at an hourly rate to be agreed upon.

      


      4.5  
Other
Expenses.  In addition to the compensation, travel to LBT's
corporate office or other reasonable and appropriate travel and related costs
approved by LBT will be paid for by LBT and will be billed at
cost.  AFFINITAS will abide by established and reasonable travel
policies provided by LBT to AFFINITAS in advance.  An itemized expense
report, with supporting documentation, will be submitted to LBT on a monthly
basis for reimbursement.

      


      4.6  
Out
of Pocket Costs.  In addition to the compensation, all out of
pocket costs, including but not limited to presentation materials and supplies
and tapes for recording, incurred by AFFINITAS will be reimbursed by
LBT.  All such out of pocket costs exceeding $200.00 per item must be
pre-approved by LBT.  An itemized expense report, with supporting
documentation, will be submitted to LBT on a monthly basis for
reimbursement.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      


      4.7  
Billing
Procedure.  AFFINITAS shall submit invoices at least weekly to
LBT.   LBT agrees to pay AFFINITAS the amount of the invoice upon
receipt. One half the cost of mail production pieces shall be paid prior to
printing.  All postage must be paid in full prior to
mailing.  If any invoice is not paid within thirty (30) days of the
date of the invoice, AFFINITAS may require LBT to post a deposit prior to the
continuation of services, assess a late fee equal to 5% of the outstanding
invoice, charge interest at 18% per annum or the highest rate available by law,
or stop providing services hereunder.  The failure by AFFINITAS to
exercise any of its rights hereunder, shall not be deemed a waiver of its future
rights.

      


      4.8  
Holiday/Overtime
Compensation AFFINITAS shall be paid one and one half times the
Hourly and Daily Rates as set forth in any attachment to this Agreement, any
Statement of Work or Work Authorization, for all services conducted at the
request of LBT on any holidays or that result in overtime being paid to
employees of AFFINITAS.

       

      4.9  Taxes. All
amounts billed to LBT hereunder are exclusive of foreign, federal, state and
local sales, use, or similar sales-like or value added taxes.

      


      4.10  
No
Abatement.  LBT agrees that any sums payable to AFFINITAS under
this Agreement shall not be subject to any abatement, defense, set-off,
counterclaim or recoupment.

       

      ARTICLE
V.

      WARRANTIES AND
REPRESENTATIONS OF LBT

      


      5.1   Authority.  LBT
has full power and lawful authority to execute and deliver this Agreement and to
consummate and perform the transactions contemplated hereby in the manner herein
provided.  This Agreement, assuming due execution by LBT, constitutes
and, when executed and delivered, the agreements and instruments referred to
herein to be executed by LBT will constitute, legal, valid and binding
obligations of LBT, enforceable against it in accordance with their respective
terms.

      


      5.2   Responsibility
for Offers.  LBT is solely responsible for its offers made
during the provision of the  services and for all representations made
during caller contacts or otherwise.  LBT is solely responsible for
the products or services covered by the offers.

      


      5.3   Compliance.  LBT
warrants and represents that at all times such offers of LBT, which are the
subject of the inbound telemarketing services being provided, will comply in
full with any and all requirements of federal, state and local laws and
regulations, including but not limited to, any statute pertaining to gaming or
to the solicitation of charitable or political contributions. LBT is responsible
for determining whether an existing business relationship exists if such
exception to any Federal or State Do Not Call rule, regulation or
law.  LBT warrants and represents that any cell phone numbers provided
to AFFINITAS as part of the outbound services are only those that have been
specifically authorized to be called by LBT. LBT will comply with all applicable
laws, rules, regulations and ordinances, including without limitation: (i) local
license and permit requirements, and (ii) all export, import and customs laws
and regulations (such as the export and re-export controls under the U.S. Export
Administration Regulations and/or similar regulations of the U.S. or Argentina
which may apply.

       

      
        
           

        

        
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      ARTICLE
VI.

      WARRANTIES AND
REPRESENTATIONS OF AFFINITAS

      


      AFFINITAS
has full power and lawful authority to execute and deliver this Agreement and to
consummate and perform the transactions contemplated hereby in the manner herein
provided.  The execution and delivery of this Agreement by AFFINITAS
and the consummation and performance of the transactions contemplated hereby in
the manner herein provided have been duly and validly authorized by all
necessary corporate action. This Agreement, assuming due execution by AFFINITAS,
constitutes and, when executed and delivered, the agreements and instruments
referred to herein to be executed by AFFINITAS will constitute, legal, valid and
binding obligations of AFFINITAS, enforceable against it in accordance with
their respective terms.

      


      ARTICLE
VII.

      NO
PARTNERSHIP

      


      This
Agreement shall not in any way be construed to constitute a partnership or joint
venture between the parties hereto and the business of AFFINITAS shall be
operated separate and apart from the business of LBT.  In addition,
the inbound telemarketing services to be provided hereunder by AFFINITAS to LBT
are being provided as an independent contractor and do not constitute an
employer/employee relationship.  Therefore, the compensation paid to
AFFINITAS for such services is not subject to FICA and FUTA
taxes.  AFFINITAS shall be responsible for payment of all taxes
arising out of AFFINITAS’s activities in accordance with this Agreement,
including by way of illustration but not limitation, federal and state income
taxes, social security taxes, unemployment insurance taxes, and any other taxes
or business license fees as required.  Moreover,  AFFINITAS
agrees to obtain all necessary insurance coverage, including by way of
illustration but not limitation, liability, property, workers’ compensation and
state disability insurance, with sufficient limits, not less than (i) $1,000,000
for commercial general liability, (ii) $1,000,000 for automobile liability, and
(iii) statutory limits for workers’ compensation. All insurance will be kept in
force and effect for the duration of this Agreement.

      


      AFFINITAS
shall not represent directly or indirectly that it or any of its employees are
agents or legal representatives of LBT, nor shall AFFINITAS incur any
liabilities or obligations of any kind in the name of or on behalf
of  LBT other than those specifically made a part of this
Agreement.

      


      ARTICLE
VIII.

      NON-EXCLUSIVE
SERVICE

      


      AFFINITAS
is not restricted, during the term hereof, from dealing with any other
individual, agency or related entities whether operating as a proprietorship,
partnership or authorized corporation, from furnishing any type of service to
any other person or entity.

       

      
        
           

        

        
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      ARTICLE
IX.

      RESTRICTIONS ON HIRING
EMPLOYEES OF AFFINITAS

      


      During
the term hereof, and for a period of three (3) years after termination of this
Agreement, LBT shall be restricted from hiring any and all employees of
AFFINITAS, or its subsidiaries who are employees during the term or any
continuation of this Agreement, including those in management and administrative
positions, as well as all hourly employees and those contracting with AFFINITAS
for specific projects.   In the event of a violation of this
restriction by LBT, LBT shall pay to AFFINITAS a fee of two times the annual
salary of said employee, plus all costs incurred by AFFINITAS to replace the
employee.

      


      ARTICLE
X.

      CONFIDENTIALITY AND
NONDISCLOSURE

      


      10.1  
Confidentiality.  In
connection with the services provided to LBT, LBT may provide AFFINITAS with
information, including names and telephone numbers, of its LBT and customers
(“Customer Data”).  LBT shall retain all rights in and to any Customer
Data provided by LBT to AFFINITAS, as well as in and to any information relating
to Customer Data developed by AFFINITAS in the course of its performances of the
services.  In addition, LBT, in its sole discretion, may disclose to
AFFINITAS information (e.g., marketing programs, strategies and sales), which is
proprietary to LBT.  LBT shall retain all rights in and to such
proprietary information.  AFFINITAS agrees to maintain all of the
foregoing information in confidence using the same standards of protection as it
applies to its own confidential information and to refrain from disclosing such
information to third parties without LBT’s prior written consent, unless (1)
AFFINITAS is legally required to do so, after providing notice to LBT of such
requirement, (2) such information is already known by AFFINITAS, (3) is legally
obtained by AFFINITAS from other sources, or (4) such information is or becomes
generally available to the public through no fault of AFFINITAS.

      


      10.2   Nondisclosure.  AFFINITAS
will use reasonable care in safeguarding confidential and proprietary
information of LBT and shall, upon written request of LBT, return such
information to LBT upon the termination of this Agreement.  AFFINITAS
agrees that any information, whether written or oral, received by AFFINITAS
during the performance of this Agreement, that concerns the personnel,
financial, technical, or other confidential affairs of LBT or its affiliates
will be treated by AFFINITAS in full confidence and will not be revealed to any
persons, firms or organizations without the prior written consent of
LBT.  This paragraph will survive the termination of this
Agreement.

       

      ARTICLE
XI.

      INDEMNIFICATION

      


      11.1  
Indemnification.   AFFINITAS
will indemnify and hold LBT and its affiliated companies, officers, agents,
directors and employees harmless from any and all expenses, loss or damage as a
result of claims, suits, complaints, actions or legal proceedings (including
threatened proceedings) directly or indirectly arising out of AFFINITAS’s
performance of services under this Agreement, except for claims, suits,
complaints, actions or legal proceedings arising from negligent acts or
omissions or wrongful or willful misconduct of LBT, its affiliated companies,
its agents, officers, directors or employees.  LBT will indemnify and
hold AFFINITAS, its affiliated companies, officers, agents, directors and
employees harmless from any and all expenses, loss or damage as a result of
claims, suits, complaints, actions or legal proceedings (including threatened
proceedings) directly or indirectly arising out of LBT’s actions under this
Agreement, except for claims, suits, complaints, actions or legal proceedings
arising from negligent acts or omissions or wrongful or willful misconduct of
AFFINITAS, its affiliated companies, its agents, officers, directors and
employees.

       

      
        
           

        

        
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      11.2  
Waiver
of Claims.  In the event LBT provides equipment or materials to
AFFINITAS for use by AFFINITAS in providing the services contracted for
hereunder, AFFINITAS shall endeavor to use a reasonable degree of care in
handling and protecting such equipment, but shall not be liable for, and LBT
waives all claims for damages resulting from, any loss or damages that may be
caused by theft, fire, accidents, the elements or any other reason; it being
specifically understood that risk of all such loss or damage shall be LBT’s, and
LBT shall carry its own fire, extended coverage and theft insurance as required
on said equipment.

      


      ARTICLE
XII.

      REPRESENTATIONS AND
WAIVER

      


      This Agreement contains the sole
understanding between the parties hereto and any oral or written agreement or
representations which may have been made prior to entry into this Agreement
shall be deemed to have been merged into this Agreement, and shall be of no
force and effect except as reflected herein, and the obligations of AFFINITAS
and LBT may not be modified except in a written amendment hereto signed by
AFFINITAS and LBT.   No waiver by either party of any breach of
this Agreement by the other shall be deemed to be a waiver of any preceding or
subsequent breach.

      


      ARTICLE
XIII.

      ASSIGNABILITY

      


      Neither party shall have the right to
assign this Agreement, except with the prior written consent of the other, and
this Agreement shall in no way constitute an asset of either party so as to be
assignable to or by a trustee in bankruptcy or a receiver or by operation of
law.  Nothing contained herein shall prohibit AFFINITAS from assigning
its obligations hereunder to a subsidiary or other related entity, a successor
to all or substantially all of the business of AFFINITAS, or an entity with
which AFFINITAS is merged or consolidated, and upon the assumption of this
Agreement by the Assignee, the Assignee shall be solely responsible for all
obligations of AFFINITAS hereunder.

      


      ARTICLE
XIV.

      DISCLAIMER

      


      AFFINITAS will use its best
commercially reasonable efforts to perform the services and all related
operations hereunder in accordance with industry standards, but cannot be
guarantor of its services, nor can AFFINITAS guarantee complete freedom from
error, but cannot be a guarantor of its services, nor can AFFINITAS guarantee
complete freedom of error.   LBT is aware that, in providing
inbound  telemarketing services, AFFINITAS will not be able to make
actual contact with all names, addresses and phone numbers provided
to  AFFINITAS by LBT.

       

      
        
           

        

        
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      ARTICLE
XV.

      NOTICE

      


      Any
notice required or permitted by this Agreement shall be effectively delivered,
for all purposes, upon deposit, postage prepaid, registered and certified mail,
return receipt requested, in the United States mail, addressed to LBT at its
aforementioned address attention Ms. Desiree Mejia, Chief Operating Officer of
LBT (e-mail address: desiree@pocketfinder.com) and/or Affinitas  at
their aforementioned office addresses, with a copy to David Steier at 1015 North
98th
Street, Suite 100, Omaha, NE  68114, (fax number 402-505-5044; e-mail
address dsteier@affinitas.net)
or to such other address as either party may, by notice in writing to the other,
furnish for purposes of notice hereunder.

      


      ARTICLE
XVI.

      CONSTRUCTION

      


      This
Agreement shall be construed under the laws of the State of
Nebraska.  For the purpose of any action or proceeding instituted with
respect to any claim arising under this Agreement, both LBT and AFFINITAS hereby
irrevocably consent to the jurisdiction of any court having subject matter
jurisdiction in Omaha, Nebraska.  LBT further irrevocably consents to
the service of process out of said court by mailing a copy thereof, by
registered mail, postage prepaid, to LBT at its office address listed above, and
agrees that such service, to the fullest extent permitted by law, (i) shall be
deemed in every respect effective service of process upon it in any such suit,
action or proceeding and (ii) shall be taken and held to be valid personal
service upon the personal delivery to it.  In connection with any
suit, action or proceeding instituted in any state or federal court located in
Omaha, Nebraska, LBT hereby irrevocably waives, to the fullest extent permitted
by law, any objection that it may have or hereafter have to the laying of the
venue of any such suit, action or proceeding brought in any such court and any
claim that any such suit, action or proceeding brought in such court has been
brought in an inconvenient forum.  Only AFFINITAS's President shall
have the power to accept this Agreement or to execute any amendment
hereof.

      


      ARTICLE
XVII.

      MODIFICATION

      


      LBT  may expand or modify the
scope of services of this Agreement at any time upon sixty (60) days’ notice to
AFFINITAS. If this Agreement is expanded or modified, the fees and expenses and
timing of the expanded or modified services will be redefined to the mutual
satisfaction of both parties.  Notification must be given by LBT in
writing to AFFINITAS.  In no event shall the monthly minimum be
reduced without permission of AFFINITAS.

      


      ARTICLE
XVIII.

      TERMINATION

      


      18.1  
Events
of Default.  The following events shall constitute events of
default (“Events of Default”) under this Agreement:

      


      (a) a failure
by LBT to pay any amount due to AFFINITAS when due;

      (b) a failure
by either party (“Defaulting Party”) to perform one or more material obligations
under this Agreement;

      (c) a breach
of either party of a material representation, warranty, covenant or condition
under this Agreement; or

      (d) a filing
by either party under bankruptcy or insolvency laws.

       

      
        
           

        

        
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      18.2  
Rights
Upon Event of Default.  Upon the occurrence of an Event of
Default, the other party (“Non-Defaulting Party”) may deliver written notice
thereof to the Defaulting Party of its decision to terminate this
Agreement.  The Defaulting Party shall thereafter have thirty (30)
days to cure such breach or, if such breach is not curable within the thirty
(30) day period, then to commence a cure, provided such cure shall be pursued to
a prompt conclusion.  If such breach is not cured within such thirty
(30) days, the Non-Defaulting Party shall thereafter have the right to terminate
this Agreement as specified in its notice of default.

      


      18.3  
AFFINITAS
Rights Upon Event of Default by Failure to Pay.  In the event
the breach is failure by LBT to pay any amount due to AFFINITAS when due, LBT
shall thereafter have two (2) days to cure such breach by payment in full of all
amounts then due to AFFINITAS.  If such breach is not cured within
such two (2) days, AFFINITAS shall be provided a possessory lien on all assets
of LBT in AFFINITAS’s possession and shall thereafter have the right to
terminate this Agreement as specified in its notice of default.

      


      18.4  
Consequence
of Termination for Default.  In the event of termination of
this Agreement, the Non-Defaulting Party may pursue any remedy that may be
available, at law or in equity, with respect to such
breach.   Regardless of whether AFFINITAS or LBT is the
Defaulting Party, upon a termination of this Agreement, LBT shall pay AFFINITAS
through the date of termination and, provided LBT is not the Defaulting Party,
AFFINITAS shall assist LBT in the transition of the Services to LBT or another
party of LBT’s choosing to avoid an interruption in Services, provided LBT shall
pay AFFINITAS for any reasonable costs, in addition to the cost of Services
provided by AFFINITAS through the date of termination, directly incurred in
effecting such transition.

      


      18.5  
Early
Termination without Default.  Either party may terminate this
Agreement by giving not less than one hundred twenty (120) days prior written
notice thereof to the other party.  In the event that LBT elects to
terminate the Agreement early, LBT shall continue to provide monthly call
volumes or other work to AFFINITAS during the sixty (60) day period following
its notice at a level not less than the monthly average of the two (2) months
prior to the date of notice of early termination or, in lieu of supplying such
call volumes, LBT shall pay AFFINITAS for each month during the one hundred
twenty (120) day period following its notice the average monthly compensation
for Services paid to AFFINITAS during the two (2) months prior to the notice of
early termination or a mutually agreeable termination
period.  Exception: if LBT is acquired or merged into another company
LBT will work closely with Affinitas to close down its operation with as little
impact upon Affinitas as possible. LBT will be required to pay sixty (60) days
at a level not less than the monthly average of the two (2) months prior to the
date of notice of termination due to merger or acquisition.

       

      
        
           

        

        
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      ARTICLE
XIX.

      MISCELLANEOUS

      


      19.1   Headings.  The
subject headings contained in the Agreement are included for purposes of
convenience only, and shall not affect the construction or interpretation of any
of its provisions.

      


      19.2   Exhibits
and Schedules.  All Exhibits and Payment Schedules referred to
in this Agreement are deemed attached hereto and are incorporated herein and
made an integral part hereof.

      


      19.3   Entire
Agreement; Amendments; Waiver.  This Agreement, including all
Exhibits and Schedules hereto (all of which are incorporated herein by reference
and made a part hereof), constitute the entire Agreement between the parties
pertaining to the subject matter hereof, and supersedes any prior agreements,
representations and understandings of the parties.  No supplement,
modification or amendment to this Agreement shall be binding unless executed in
writing by each of the parties hereto.  No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver.  No waiver shall be binding unless executed in
writing by the party making the waiver.

      


      19.4   Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.

      


      19.5   Parties
in Interest.  This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.

      


      19.6   Due
Authorization.  The parties hereto have caused this Agreement
to be executed and delivered by this respective duly authorized
officers.

      


      19.7   Exclusive
Benefits.  Nothing in this Agreement is intended to confer any
rights or remedies, whether express or implied, under or by reason of this
Agreement on any persons other than the parties hereto and their respective
successors and assigns nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to any party to this
Agreement.

      


      19.8   Invalid
Portions.  In the event any portion of this Agreement is deemed
to be invalid or unenforceable, the parties agree that the remaining portions
shall remain in full force and effect.

      


      19.9   Officers,
Directors Exempt.  Neither party shall have recourse or right
of action against any shareholder, officer or director, in his or her individual
capacity as such, whether past, present or future, of the other party or of any
successor thereto, whether by virtue of any statute or rule of law or otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration of the execution hereof by AFFINITAS and LBT, expressly waived and
released, except for the willful or negligent acts of such shareholder, officer
or director or either party.

      


      19.10   Consents
and Approvals.  The parties hereby shall take all necessary
corporate and other action and shall use its best efforts to obtain all material
consents and approvals required to enable it to carry out the transactions
contemplated by this Agreement.

      


      19.11  
Limited
Warranty.  AFFINITAS disclaims all warranties, express or
implied, as to description, AFFINITAS, merchantability, fitness for a particular
purpose, productiveness, or any other matter, with respect to any of the
products or services sold by LBT pursuant to this Agreement.

       

      
        
           

        

        
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      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the
_____ day of September, 2009.

      


      "AFFINITAS":

      


      AFFINITAS CORPORATION,

      a Nebraska corporation,

      


      By:________________________________________

           Its
____________________________

      


       "LBT"

      


      LOCATION
BASED TECHNOLOGIES, INC.,

      a Nevada
Corporation,

      


      


      By:________________________________________

                                                                                                          
Its
_______________________

      


      
        
           

        

        
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      EXHIBIT
"A"

      


      SERVICES
TO BE PERFORMED BY AFFINITAS

       

      
        
          	
                   

                	
                        
                    Service

                  

                	Fees
	 
      	 
      	 
      
	
                  1.

                	
                  Consultant

                	
                  $    1,750
      per day

                
	
                  2.

                	
                  Agent
      Hourly Rate – Inbound

                	
                  $   TBD
      per hour

                
	
                  3.

                	
                  Agent
      Hourly Rate – Administration

                	
                  $   19.00
      per hour

                
	
                  4.

                	
                  Agent
      Hourly Rate – Training

                	
                  $   19.00
      per agent hour

                
	
                  5.

                	
                  Connectivity
      (video, data & voice)

                	
                  $   Cost
      incurred

                
	
                  6.

                	
                  Set-up
      and Development Fee (one time)

                	
                  $   TBD
      depending upon actual set up needed

                
	
                  7.

                	
                  CTI
      Set Up and Development

                	
                  Not
      needed at this time

                
	
                  8.

                	
                  IVR
      cost per minute or message played

                	
                  $
      TBD

                
	
                  9.

                	
                  Programming
      (optional)

                	
                  $   185.00/Hr.

                
	
                  10.

                	
                  Courier/Overnight

                	
                  $   Cost
      Incurred

                
	
                  11.

                	
                  Monthly
      Minimum

                	
                  TBD

                
	
                  12.

                	
                  Agency
      Services

                	
                  TBD

                
	
                  13.

                	
                  Postage

                	
                  $
      Cost Incurred

                


        

      

       

      DEFINITIONS:

      


      
        (1)
Set-up fee is a one-time
charge to develop all the requisite inbound program elements i.e. scripts,
routing, reports, etc. Additional programming may be
required.

      

      


      (2) Agent Hourly Fee is the fee
associated with the actual time agents are logged into call management systems
and/or able to handle, and/or is handling LBT calls, plus any related work time,
including, without limitation, all ancillary service, after call work, awaiting
calls and breaks.  Unless set forth  herein or any work
order, the hourly fee structure includes labor, telecom and facility
charges.

      


      (3) Agent Training hours are those
hours in which agents/CSR’s are being trained on a LBT program, including,
without limitation, initial training, cross-training, up-training, and all new
hire training associated with covering turnover and attrition.

      


      (4) Custom programming is
available based upon LBT requests for specialized system or data
requirements.

      


      (5) Clerical/data entry – any
clerk work or data entry that is LBT requested is billed at the aforementioned
hourly rate.

      


      (6) Minimum Billing is the minimum
fee billed per month to keep operations staff and management in place during the
duration of the program.

       

      
        
           

        

        
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      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the
_____ day of September, 2009.

      


      "Affinitas
":

      AFFINITAS
CORPORATION,

      A
Nebraska corporation,

      By:
________________________________________

      


      


      "LBT"

      LOCATION
BASED TECHNOLOGIES, INC.

      A Nevada
Company,

      


      By:
________________________________________

      


      


       

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