ex_10-43.htm


    
      

      

    

    
      Exhibit 10.43

       

       

      PROMISSORY
NOTE

       

      
        	$100,000.00  	
                    Orange
      County, California

              
	 	
                 May 27,
      2009

              


      

                                                                                         

      FOR VALUE
RECEIVED, the undersigned, Location Based Technologies, Inc., a Nevada
corporation  (referred to herein as the “Borrower”), hereby
unconditionally promises to pay to the order of Netgain Financial, Inc., its
endorsees, successors and assigns (the “Holder”), in lawful money of the United
States, the principal sum of One Hundred Thousand Dollars
($100,000).

       

      1.           Terms of
Repayment.  Principal of and interest on this Note shall be due
six months from date of issuance or upon a minimum of Five Million Dollars
($5,000,000) net to the company is raised.

       

      a.           Upon
the execution and delivery of this Note, the Holder shall disburse to the
Borrower the sum of $100,000, which is the principal amount. All remaining
amounts outstanding under this Note shall mature and become due and payable in
full on November 27, 2009 (the "Maturity Date"), subject to any prior payment
required by this Note, including, without limitation.

       

      b.           The
Lender shall receive 25,000 shares of the Company's restricted common
stock.  The Holder shall receive the stock certificate within ten (10)
business days of signing.

      


      2.           Interest
Rate.  This Note shall accrue interest on the principal for a
period of six (6) months from the date of this Note at a rate of twelve percent
(12%) per annum (the “Interest Rate”).  Interest shall be calculated
on the basis of a 365-day year for the actual number of days elapsed. All
payments hereunder are to be applied first to the payment of accrued interest,
and the remaining balance to the payment of principal.

      


      3.           Conversion.  At
the option of the Company and upon approval from the Holder, the principal and
accrued interest may be converted into shares of the Company’s restricted common
stock.  The conversion rate is determined as the average closing stock
price of the Company’s common stock for the ten (10) business days prior to the
conversion grant date.

      


      4.           Events of
Default.  If any of the events of default specified in this
Section shall occur, Holder may, so long as such condition declare the entire
principal and unpaid accrued interest hereon immediately due and payable, by
notice in writing to the Company, this Note and any other obligations of the
Borrower to the Lender, shall become due immediately, without demand or
notice:

       

      
        a.           Default
in the payment of the principal or unpaid accrued interest of this Note when due
and payable; or

         

        b.           Filing
of bankruptcy proceedings involving the Company.

         

      

      5.           Successors and Assigns:
Assignment.  Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties
hereto.  Nothing in this Note, express or implied, is intended to
confer upon any party, other than the parties hereto and their successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Note, except as expressly provided herein.  The Company may not
assign this Note or any of the rights or obligations referenced herein without
the prior written consent of Holder.

       

      
        
          
          

        

        
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      6.           Prepayment.  This
Note may be prepaid in whole or in part, at any time, without the prior written
consent of the Lender. 

       

      7.           Governing
Law.  This agreement is entered into in Orange County,
California, and shall be construed in accordance with and governed by the laws
of the State of California applicable to contracts made and to be performed in
California.  Further, the parties agree that venue shall rest solely
and exclusively in Orange County, California, and any challenge or objection
thereto is hereby waived.

       

      8.          
Notices.  For
the purpose of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly
given as of the date if delivered in person or by telecopy, on the next business
day, if sent by a nationally recognized overnight courier service, and on the
second business day if mailed by registered mail, return receipt requested,
postage prepaid, and if addressed to the Company then at its principal place of
business, or if addressed to the Holder, then the last known address on file
with the Company.

      


      9.           Heading;
References.  The headings have been inserted for convenience
only and are not to be considered when construing the provisions of this
Agreement.

      


           
10.          Entire
Agreement.  This Agreement constitutes the entire understanding
between the parties hereto in respect of the terms of this Note by the Holder
and by the Company, superseding all negotiations, prior discussions, prior
written, implied and oral agreements, preliminary agreements and understandings
with Company or any of its officers, employees or agents.

       

       

      IN WITNESS WHEREOF, the
undersigned has executed this Promissory Note as of the date first set forth
above.

       

      The
“Holder”

      
        
          	 	 	 	 	 
	
                  By:

                	 	 	
                   

                	 
	
                  Name:
      Brian C. Quinn

                  Netgain Financial, Inc.

                	 	 	
                   

                	 


        

         

      

      The
“Borrower”: Location Based Technologies, Inc.

      
        
          	 	 	 	 	 
	
                  By:

                	 	 	
                   

                	 
	
                  Name:  Joseph
      F. Scalisi

                  CDO
      & Co-President

                	 	 	
                   

                	 


        



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