Exhibit 14.1






EXHIBIT
A
   CODE OF
BUSINESS CONDUCT
 OF
 LOCATION
BASED TECHNOLOGIES. INC.
   THIS CODE
APPLIES TO EVERY DIRECTOR. OFFICER AND EMPLOYEE OF LOCATION BASED TECHNOLOGIES.
INC. ("LBT" OR THE "COMPANY"). (EMPLOYEE INCLUDES ANY INDIVIDUAL THAT IS PAID ON
THE COMPANY PAYROLL.)
  BACKGROUND
  Our
reputation at LBT depends upon all of the decisions we make and all the actions
we take. personally and collectively, each day. Our corporate values define how
we evaluate our decisions and actions and how we will conduct our business. We
work in a global and ever- changing business environment yet our values must
remain a constant. We are striving to build a work environment upon the
foundation of Integrity, Innovation  and
Commitment. Our progress will be measured by what we achieve, one good
decision at a time. Our high quality standards will reward us with a desired
reputation in today's marketplace, a reputation of integrity, honesty and
dependability. That strong ethical reputation will become a vital asset and each
of us shares a personal responsibility to protect. to preserve and to enhance
it. Our reputation is a central asset and must be protected in all of our
business and community relationships. By understanding and applying the values
we embrace, each of us will be proud of what we do and how we to
it.
  INTRODUCTION
  To
further the Company's fundamental principles of honesty, loyalty, fairness and
forthrightness, we have established this Code of Business Conduct ("Code"). Our
Code strives to deter wrongdoing and promote the following six
objectives:
 Honest
  and ethical conduct;
        Avoidance
  of conflicts of interest;
        Full,
  fair, accurate. timely and transparent disclosure in all reports to the
  public:
        Compliance
  with the applicable government and self-regulatory organization laws. rules
  and regulations;
        Prompt
  internal reporting of Code violations; and
        Accountability
  for compliance with the Code. This Code
was adopted by the Company's Board of Directors on 4th Jan. 2008,2007. Itcovers a
wide range of business practices and procedures. It does not cover every issue
that may arise. but it sets out basic principles to guide all employees.
directors and officers of theCompany.
All of our employees, directors and officers must conduct themselves accordingly
and seek to avoid even the appearance of improper behavior.
  A-1
  If a law
conflicts with a policy in this Code, you must comply with the law; however, if
a local custom or policy conflicts with this Code, you must comply with the
Code. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.
  Those who
violate the standards in this Code will be subject to disciplinary action,
including possible dismissal. Furthermore, violations of this Code may also be
violations of the law and may result in civil or criminal penalties for you,
your supervisors and/or the Company. If you are in a situation which you believe
may violate or lead to a violation of this Code, follow the procedures set out
in Section 18 of this Code.
  Each of
the Company's directors, officers and employees is expected to:
  Understand.The Company expects YOU to understand the Code as it pertains to the
requirements of your position including Company expectations and governmental
rules and regulations that apply to your position.
  Comply.The Company expects YOU to comply with this Code and all applicable laws,
rules and regulations.
  Report.The Company expects YOU to report any violation of this Code of which you
become aware.
  Accountable.The Company holds YOU accountable for complying with this
Code.
  THE
CODE
  1.Compliance
with Laws, Rules and Regulations.
  Obeying
the law, both in letter and in spirit, is the foundation on which this Company's
ethical standards are built. All employees, directors and officers must respect
and obey the laws of the cities, states and countries in which we operate.
Although employees, directors and officers are not expected to know the details
of each of these laws, it is important to know enough to determine when to seek
advice from supervisors, managers or other appropriate personnel.
  The
Company will hold information and training sessions to promote compliance with
laws, rules and regulations, including insider-trading laws.
  2.Conflicts
of Interest.
  A"conflict
of interest" exists when a person's private interest interferes in any way - or
evenappears
to interfere - with the interests of the Company as a whole. A conflict
situation can arisewhen an
employee, officer or director takes actions or has interests that may make it
difficult toperform
his or her Company work objectively and effectively. Conflicts of interest may
alsoarise
when an employee, officer or director, or members of his or her family, receives
improperpersonal
benefits as a result of his or her position in the Company. Loans to, or
guarantees of obligations
of, employees, directors and officers and their family members may create
conflicts of interest and are not permissible ever with respect to directors and
executive officers.
  A-2
  It
is almost always a conflict of interest for a Company employee, director or
officer to work simultaneously for a competitor, customer or supplier. You are
not allowed to work for a competitor as a consultant or board member. The best
policy is to avoid any direct or indirect business connection with our
customers, suppliers or competitors, except on our behalf.
  Conflicts
of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors. Conflicts of interest may not
always be clear-cut, so if you have a question, you should consult with your
supervisor or follow the procedures set out in Section 18. Any employee, officer
or director who becomes aware of a conflict or potential conflict should bring
it to the attention of a supervisor, manager or other appropriate personnel or
consult the procedures provided in Section 18 of this Code.
  3.            
Use
of Inside Information and Securities
Trading.
  In
the course of business activities, employees, directors and officers may become
aware of non­public information regarding the business, operations or
securities of the Company. The securities laws and Company policies prohibit
trading securities on the basis of such non-public information (often called
"inside information") if it is material. Information is deemed to be material if
an investor would consider it important in deciding whether to buy, sell or hold
securities. Examples of items that may be material include:
 Financial
  results and forecasts.
        Possible
  mergers, acquisitions, divestitures and investments.
        Obtaining
  or losing important contracts.
        Significant
  discoveries.
        Major
  litigation developments Information
is considered to be non-public unless it has been adequately disclosed to the
public and there has been sufficient time and opportunity for the market as a
whole to assimilate the information. Generally, this means that the information
has been available to the public for at least two business days.
  An
employee, director or officer (or close family member) who is aware of
non-public material information related to the Company, or to firms negotiating
or competing with the Company, may not buy or sell shares or other securities of
the Company or these firms. Such information may not be disclosed to anyone
other than employees, officers or directors or appropriate agents or
representatives who have established their need to know, until the information
has been adequately disclosed to the public by authorized Company officials.
This means that you may not provide material non-public information to persons
outside the Company (so-called "tipper") who might decide to effect trades based
on the information.
  A-3
  4.Corporate
Opportunities.
  Employees,
officers and directors are prohibited from taking for themselves personally,
opportunities that are discovered through the use of corporate property,
information or position without the consent of the Board of Directors. No
employee, officer or director may use corporate property, information, or
position for personal gain, and no employee, officer, or director may compete
with the Company directly or indirectly. Employees, officers and directors owe a
duty to the Company to advance its legitimate interests when the opportunity to
do so arises.
  5.Competition
and Fair Dealing.
  We seek
to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited. Each
employee, officer and director should endeavor to respect the rights of and deal
fairly with the Company's customers, suppliers, competitors and employees. No
employee, officer or director should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair-dealing practice.
  We comply
with all applicable anti-trust laws and regulations, whether federal, state or
foreign. No employee, director or officer is permitted to engage in price
fixing, bid rigging, allocation of markets or customers, and similar
anti-competitive activities.
  To
maintain the Company's valuable reputation, compliance with our quality
processes and safety requirements is essential. In the context of ethics,
quality requires that our products and services be designed and manufactured to
meet our obligations to customers. All inspection and testing documents must be
handled in accordance with all applicable regulations.
  The
purpose of business entertainment and gifts in a commercial setting is to create
goodwill and sound working relationships, not to gain unfair advantage with
customers. No gift or entertainment should ever be offered, given, provided or
accepted by any Company employee, director or officer, family member of an
employee, director or officer, or agent unless it: (1) is not a cash gift, (2)
is consistent with customary business practices, (3) is not excessive in value,
(4) cannot be construed as a bribe or payoff and (5) does not violate any laws
or regulations. Please discuss with your supervisor any gifts or proposed gifts
which you are not certain are appropriate.
  6.Discrimination
and Harassment.
  The
diversity of the Company's employees is a tremendous asset. We are firmly
committed to providing equal opportunity in all aspects of employment and will
not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances. For further information you should consult the
appropriate Company policy.
  A-4
  7.Health
and Safety.
  The
Company strives to provide each employee, director and officer with a safe and
healthful work environment. Each employee and officer has responsibility for
maintaining a safe and healthy workplace for all employees and officers by
following environmental, safety and health rules and practices and reporting
accidents, injuries and unsafe equipment, practices or conditions.
  Violence
and threatening behavior are not permitted.
  Employees
and officers should report to work in condition to perform their duties, free
from the influence of illegal drugs or alcohol. The use of illegal drugs or
alcohol in the workplace will not be tolerated.
  8.Environmental.
  The
Company complies with and expects its employees and officers to follow all
applicable environmental laws and regulations. If you are uncertain about your
responsibility or obligation you should check with the designated individual who
is responsible for environmental matters at your business unit for
guidance.
  9.Record-Keeping
and Disclosures.
  The
Company requires honest and accurate recording and reporting of information in
order to make responsible business decisions.
  Many
employees, directors and officers regularly use business expense accounts, which
must be documented and recorded accurately. If you are not sure whether a
certain expense is legitimate, ask your supervisor.
  All
of the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions, must be promptly disclosed as appropriate in accordance with any
applicable laws or regulations and must conform both to applicable legal
requirements and to the Company's system of internal controls.
  Business
records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to
e-mail, internal memos, and formal reports. In the event of litigation or
governmental investigation, no documents or records which might relate to such
may be altered or disposed of in any way when in doubt, please consult the Chief
Operating Officer or Chief Financial Officer.
  10.Confidentiality.
  Employees,
officers and directors must maintain the confidentiality of information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the Chief Financial Officer or required by laws or regulations.
Confidential information includes all non­public information that might be
of use to competitors, or harmful to the Company or its customers,
if disclosed. It also includes information that suppliers and customers have
entrusted to us. The obligation to preserve confidential information continues
even after employment ends.
  A-5
  11.Protection
and Proper Use of Company Assets.
  All
employees, officers and directors should protect the Company's assets and ensure
their efficient use. Theft, carelessness, and waste have a direct impact on the
Company's profitability. All company assets should be used for legitimate
company purposes. Any suspected incident of fraud or theft should be immediately
reported for investigation.
  Telephones,
computers and other business equipment are supplied to employees to enhance
productivity. Except for limited personal use of Company telephones, computers
or e-mail, such equipment may only be used for business purposes. Officers and
employees should not expect a right of privacy for e-mail or Internet use, and
such is subject to monitoring by the Company.
  The
obligation of employees, directors and officers to protect the Company's assets
includes its proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks, and
copyrights, as well as business, marketing and service plans, engineering and
manufacturing ideas, designs, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this
information would violate Company policy. It could also be illegal and result in
civil or even criminal penalties.
  12.Payments
to Government Personnel.
  The U.S.
Foreign Corrupt Practices Act prohibits giving anything of value, directly or
indirectly, to officials of foreign governments or foreign political candidates
in order to obtain or retain business. It is strictly prohibited to make illegal
payments to government officials of any country.
  In
addition, the U.S. government has a number of laws and regulations regarding
business gratuities which may be accepted by U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government of
a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar
rules.
  13.Trade
Issues.
  From time
to time the United States, foreign governments and the United Nations have
imposed boycotts and trading sanctions against various governments and regions
which must be obeyed.
  Advice
and current status of these matters must be obtained from the Chief Operating
Officer, Chief Financial Officer or legal counsel.
  A-6
  14.Waivers
of the Code of Business Conduct.
  Any
waiver of this Code for executive officers or directors may be made only by the
Audit Committee, if any, or the Board of Directors, and will be promptly
disclosed as required by law or stock exchange regulation.
  15.Reporting
any Illegal or Unethical Behavior.
  Employees
should talk to supervisors, managers or other appropriate personnel about
observed illegal or unethical behavior or when in doubt about the best course of
action in a particular situation. However, anonymous reporting may be made to
the Audit Committee, if any, or the Board of Directors, and/or to the Company's
Anonymous Reporting Hotline when, and if, such is established. It is the policy
of the Company not to allow retaliation for reports of misconduct by others made
in good faith by employees. Employees are expected to cooperate in internal
investigations of misconduct.
  16.Improper
Influence on Conduct of Auditors.
  You are
prohibited from directly or indirectly taking any action to coerce, manipulate,
mislead or fraudulently influence, the Company's independent auditors for the
purpose of rendering the financial statements of the Company materially
misleading. Prohibited actions include but are not limited to those actions
taken to coerce, manipulate, mislead or fraudulently influence an auditor: (1)
to issue or reissue a report on the Company's financial statements that is not
warranted in the circumstances (due to material violations of generally accepted
accounting principles, generally accepted auditing standards or other
professional or regulatory standards); (2) not to perform audit, review or other
procedures required by generally accepted auditing standards or other
professional standards; (3) not to withdraw an issued report; or (4) not to
communicate matters to the Company's Audit Committee, if any.
  17.Political
Contributions and Lobbying Activities.
  Political
Contributions. U.S. corporations are barred by federal law from making
political contributions in connection with federal elections. Many states and
foreign jurisdictions have similar prohibitions. Therefore, except as permitted
by such laws and authorized by the Board of
Directors:
 no
  funds or assets of the Company (including property, services, and use of
  facilities) shall be contributed to any political organization or to any
  individual who holds or is a candidate for public office; and
          except
  for Company approved political action committees, business groups and trade
  associations, the Company shall not support any organization that raises funds
  for political purposes.
 Lobbying
Activities. Without prior approval of the Chief Executive Officer or
designated executive officers, or their designees, and the appropriate
compliance officer, if any, no officer, director, employee, agent or
representative may contact on behalf of the Company any federal, state or local
government official or member or an employee
of a legislative body or government agency or department for the purpose of
influencing policy, legislation, agency rules or regulations
or any other official action. Prior to any lobbying efforts, the Company and the
officer, director or employee may have to register with the appropriate
governmental entity.
  A-7
  Personal
Activities. The Company encourages employees to participate in the
political process on their own time. Employees have a right to make political
contributions in their own name and from their own assets. Employees will not be
required by the Company to make any political contributions. Employees will not
be reimbursed or compensated by the Company for any political
contributions.
  18.           Compliance
Procedures.
  We
must all work to ensure prompt and consistent action against violations of this
Code. However, in some situations it is difficult to know right from wrong.
Since we cannot anticipate every situation that will arise, it is important that
we have a way to approach a new question or problem. These are the steps to keep
in mind:
  (a)Make
sure you have all the facts. In order to reach the right solutions, we
must be as fully informed as possible.
  (b)Ask
yourself: What specifically am I being asked to do? Does it seem unethical orimproper?
This will enable you to focus on the specific question you are faced with, and
the alternatives you have. Use your judgment and common sense; if something
seems unethical or improper, it probably is.
  (c)Discuss
the problem with your Supervisor. This is the basic guidance for all
situations. In many cases, your supervisor will be more knowledgeable about the
question, and will appreciate being brought into the decision-making process.
Remember that it is your supervisor's responsibility to help solve problems. For
senior executive officers and directors, basic guidance should come from the
Audit Committee.
  (d)Seek
help from Company resources. In a case where it may not be appropriate to
discuss an issue with your supervisor, or where you do not feel comfortable
approaching your supervisor, you may address your concerns to the Chief
Financial Officer, General Counsel, if any, the Audit Committee, if any, or the
Board of Directors.
  (e)You
may report ethical violations in confidence and without fear of
retaliation. If your situation requires that your identity be kept
secret, your anonymity will be protected. The Company does not permit
retaliation of any kind against employees, directors or officers for good faith
reports of ethical violations.
  (f)Always
ask first, act later. If you are unsure of what to do in any situation,
seek guidance before
you act.
  19.          
Accountability.
  All
employees,
officers and directors are subject to the Company's Code, which describesprocedures
for the internal reporting of violations of the Code. All employees, officers
anddirectors
must comply with those reporting requirements and promote compliance withthem by others.
Failure to adhere to this Code by any employee, officer or director will result
in disciplinary action, up to and including termination.
  A-8
  Your
Personal Commitment to
 the
Location Based Technologies, Inc.
 Code of
Business Conduct
  I
acknowledge that I received a copy of the Code of Business Conduct of Location
Based Technologies, Inc. ("the Code"), that I have read the Code
and that I understand it. I will comply with the Code. If I learn that there has
been a violation of the Code, I will contact the appropriate
person(s) as soon as possible.
  [For
officers and employees only.] Iacknowledge that the Code is not a
contract, and that nothing in the Code is intended to change the traditional
relationship of
employment-at-will.
  Dated:___________________, 20SignaturePrint
      Name
  A-9
  EXHIBIT
B
   LOCATION
BASED TECHNOLOGIES, INC.
 CODE OF
ETHICS FOR
 SENIOR
FINANCIAL OFFICERS
  Location
Based Technologies, Inc. (the "Company") has a Code of Business Conduct
applicable to all employees of the Company. The Chief Executive Officer ("CEO"),
the Chief Operating Officer ("COO") and the Chief Financial Officer ("CFO") of
the Company, as well as senior fmancial personnel (such as a Controller) as may
be designated by the CEO, COO or CFO (the "Senior Financial Officers") are bound
by the provisions set forth therein relating to ethical conduct, conflicts of
interest and compliance with law. Because of the important and elevated role in
our corporate governance system held by the Senior Financial Officers, they are
subject to the following additional policies set forth in this Code of
Ethics:
  1.Honest and Ethical Code. The Senior Financial
Officers will exhibit and promote the highest standards of honest and ethical
conduct through the establishment and operation of policies and procedures that
encourage and reward professional integrity in all aspects of our financial
organization by eliminating inhibitions and barriers to responsible behavior,
such as coercion, fear of reprisal, or alienation from our financial
organization or our Company. The Senior Financial Officers will demonstrate
their personal support for such policies and procedures through periodic
communication reinforcing these ethical standards throughout our finance
organization.
  2.Full,
Fair and Accurate SEC Disclosure. TheSenior Financial Officers are responsible for full, fair,
accurate, timely and understandable disclosure in the periodic reports required
to be filed by the Company with the Securities and Exchange Commission ("SEC).
Accordingly, it is the responsibility of each Senior Financial Officer promptly
to bring to the attention of the Audit Committee, if any, or the entire Board of
Directors, any material information of which such officer may become aware that
affects the disclosures made by the Company in its public filings or otherwise
assist the Audit Committee, or the entire Board of Directors, in fulfilling its
responsibilities as specified in an Audit Committee Charter, if any, and the
Company's policies and procedures regarding financial reporting and disclosure.
The CEO and the COO or CFO shall review the Company's Annual and Quarterly
Reports before certifying and filing them with the SEC.
  3.Compliance
with Laws. Inperforming his or
her duties, each Senior Financial Officer shall endeavor to comply, and take
appropriate action within his or her areas of responsibility to cause the
Company to comply, with applicable governmental laws, rules and regulations and
applicable rules and regulations of self-regulatory
organizations.
  4.Reporting
Internal Control Deficiency and Fraud.Each Senior Financial Officer
shall promptly bring to the attention of the Audit Committee, if any,
or the entire Board of Directors, any information he or she may have concerning
(a) significant deficiencies
in the design oroperation
of internal controls which could adversely affect the Company's ability to
record, process, summarize and report financial data or (b) any fraud, whether
or not material, that involves management or other employees who have a
significant role in the Company's financial reporting, disclosures or internal
controls.
  B-1
  5.Reporting
Violations of Ethics Codes.Each Senior Financial Officer shall promptly
bring to the attention of the General Counsel, if any, and to the Audit
Committee, if any. or the entire Board of Directors, any information such
officer may have concerning any violation of the Company's Code of Business
Conduct or of this Code of Ethics, including any actual or apparent conflicts of
interest between personal and professional relationships, involving any
management or other employees who have a significant role in the Company's
financial reporting, disclosures or internal controls.
  6.Reporting
Violations of Law.Each Senior Financial Officer shall promptly bring to
the attention of the General Counsel, if any, and to the Audit Committee, or the
entire Board of Directors, any information such officer may have concerning
evidence of a material violation of the securities or other laws, rules or
regulations applicable to the Company and the operation of its business, by the
Company or any agent thereof.
  7.Anonymous
Reporting of Violations.Any violation of this Code of Ethics and any
violation by the Company or its directors or officers, of the securities laws,
rules or regulations or other laws, rules or regulations applicable to the
Company may be reported anonymously.
  8.Waiver
and Amendment of the Code.The Company's Audit Committee, if any, as well
as the Company's Board of Directors, shall have the authority to approve a
waiver from any provision of this Code of Ethics. The Company will publicly
disclose information concerning any waiver or an implicit waiver of this Code as
required by applicable law. A waiver means the approval of a material departure
from a provision of this Code. The Company will publicly disclose any
substantive amendment of this Code as required by applicable
law.
  9.Compliance
and Accountability.The Audit Committee, if any, or the Board of
Directors, will assess compliance with this Code, report violations of this Code
to the Board of Directors, and, based upon the relevant facts and circumstances,
recommend appropriate action. A violation of this Code may result in
disciplinary action including termination of employment.
  The Board
of Directors shall determine, or designate appropriate persons to determine
appropriate actions to be taken in the event of violations of the Code of
Business Conduct or of this Code of Ethics by the Senior Financial Officers.
Such actions shall be reasonably designed to deter wrongdoing and to promote
accountability for adherence to the Code of Business Conduct and this Code of
Ethics, and may include any one or more of the following: written notices to the
individual involved that the Board has determined that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay or benefits (as determined by the
Board) and termination of the individual's employment. In determining what
action is appropriate in a particular case, the Board of Directors or such
designee shall take into account all relevant information, including the nature
and severity of the violation, whether the violation was a single occurrence or
repeated occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual
in question had been advised prior to the violation as to the proper course of
action and whether or not the individual in question had committed other
violations in the
past.
  B-2