Exhibit 10.54






ASSISTANCE
SERVICES AGREEMENT
  THIS
ASSISTANCE SERVICES AGREEMENT IS MADE AND ENTERED INTO AS OF THE EFFECTIVE DATE
BY AND BETWEEN:
  1. u-bloxAmerica Inc., with registered offices
at 1902 Campus Commons Drive, Suite 310, Reston, VA20191, USA(“u-blox”).
  2. LOCATION
BASED TECHNOLOGIES INC., a company incorporated in the state of Nevada,
having its principal place of business at 4989 E.
La Palma Avenue, Anaheim, California,92807 (“LBT”).
  WHEREAS:
  A.
              u-blox,
      through its sister company,develops and licenses, amongst others,
      real-time software GPS
technologies;
 B.
              u-blox,
      through its sister company, provides, amongst others, Internet-based GPS
      assistance services;
 C.
              LBT
      develops GPS based consumer products for locating persons, pets and/or
      items;
 D.
              u-blox
      is willing to provide licenses and services for use of its software GPS
      technologies by LBT in some or all of their consumer GPS-based
      products;
 E.
              This
      Assistance Service Agreement sets forth the terms under which u-blox shall
      provide Internet based Assistance Services for use with u-blox’s
      GPS technologies to LBT.
  SECTION
1.0 – FRAMEWORK AGREEMENT
  The terms
of the Framework Agreement and the Platform Development Agreement shall apply to
this Assistance Service
Supplemental Agreement (the “Supplemental Agreement”) mutatis mutandis. In the
event that any termor clause herein shall be in conflict with any term
or clause within the Framework Agreement or the Platform Development Agreement
then the terms of this Assistance Service Agreement shall prevail for the
exclusive and limited scope of this Assistance Service Agreement.
  u-blox AG
has acquired Geotate BV and all contracts signed between LBT and NXP and Geotate
BV are assigned to u-blox America Inc.
  ARTICLE
2.0 - ASSISTANCE SERVICES; LIMITED SERVICE LICENSE
  2.1Service
Provision. Subject to LBT’s payment of the Service Fees and during the
term of this Assistance Services
Agreement, u-blox shall use commercially reasonable efforts to provide the
Assistance Services to LBT for the exclusive use of the Assistance Services with
the Products. Should u-blox be unable to provide GPS assistance services due to
corporate insolvency, u-blox will assist LBT in securing access to the GPS
assistance services source for direct licensing purposes.
  2.2Internet
Delays.u-blox’sASSISTANCE SERVICES MAY BE SUBJECT TO
LIMITATIONS, DELAYS, AND OTHER PROBLEMS
INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. u-blox IS NOT
RESPONSIBLE OR LIABLE FOR ANY DELAYS, SERVICE FAILURES, OR OTHER DAMAGE
RESULTING FROM SUCH PROBLEMS.
  2.3Failure of Third
Parties.u-blox’s ASSISTANCE SERVICES ARE DEPENDENT UPON THIRD PARTIES’ DELIVERIES AND
SERVICES. u-blox IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAYS, SERVICE FAILURES,
OR OTHER DAMAGES RESULTING FROM THE FAILURE OF THIRD PARTIES TO DELIVER THESE
DELIVERIES AND/OR TO PERFORM THESE SERVICES.
  2.3Service
License.Subject to the
terms and conditions of this Assistance Service Agreement, u-blox hereby grants to LBT, and
LBT hereby accepts from u-blox, a non-exclusive, personal, non-transferable
worldwideusage license,
without the right to sublicense, to the Assistance Services (hereafter the
“Licensed Services”), to:
  (i)
              use
      the Licensed Services to implement a Cached Proxy Assistance
      Service;(ii)
              use the Cached Proxy
      Assistance Service exclusively in conjunction with the Licensed Technology
      in Products;(iii)
              use the Cached Proxy
      Assistance Service for maintaining and supporting its Products with the
      integrated
      Licensed Software including, but not limited
      to:a.performing
      error-correction and Customer support on said
      Products;b.testing
      and evaluating the (performance of) the Licensed Software;
      andc.training
      its (support)
engineers;
  
  2.4No
Other Rights or Licenses.Other than the limited usage license granted to LBT under section 2 herein,
no other rights or licenses are granted, or implied by estoppel or otherwise,
under any Intellectual Property Rights of u-blox and/or its Affiliates or any
intellectual property residing in the Assistance Service of the Licensed
Technology.
  2.5End
User Use by Cached Proxy.It is agreed by the Parties that End
Users shall not directly access the Licensed
Services. LBT shall take sole responsibilities for implementing and maintaining
a Cached Proxy Assistance Service.
  2.6Service
Level.u-blox shall use
all reasonable commercial efforts to ensure that the Assistance Services do not
experience more than four (4) Service Outages in any calendar year. Any Service
Outage shall not exceed four (4) hours in duration.
  1
  2.7Scheduled
Downtime.u-blox reserves
the right to schedule and carry out Service Maintenance Downtimes for the
Assistance Service for the purposes of maintenance and upgrade. In the event
that u-blox must carry out a Service Maintenance Downtime and prior to it being
carried out, the Parties shall agree in good faith a suitable time for such
Service Maintenance Downtime.
  2.8No End
User License.This
Agreement shall not grant any license whatsoever to any End
User.
  ARTICLE
3.0 - SERVICE FEES
  In
consideration of the Services (to be) provided under this Assistance Services
Agreement, LBT shall pay to u-blox the non-refundable Service Fees as set forth
in Exhibit A. In the event that parties wish to continue this Services beyond
the timeframe stipulated in Exhibit A, the parties shall enter into negotiations
to agree upon the new Service Fees and upon agreement of the new Service Fees
shall execute an appropriate amendment to this Assistance Services Agreement to
cover the extended period for which the Assistance Services shall be
continued.
  ARTICLE
4.0 - DURATION
  4.1Duration.This Assistance Service shall remain
in force until the 1stof October 2011 and may be extended
by mutual consent of the parties.
  ARTICLE
5.0 – INTELLECTUAL PROPERTY RIGHTS
  5.1Ownership
of Assistance Service.u-blox, its Affiliates licensors or
suppliers shall retain all right, title and interest,
including all related Intellectual Property Rights, in and to the Assistance
Service and the Service Infrastructure.
  5.2No
Offer of Sale.This
Assistance Service does not, and shall not be construed to , grant any license,
right or title
in, nor offer for sale, or otherwise transfer, the Assistance Service, Licensed
Technology or Service Infrastructure, or any part thereof, to LBT or any other
third party.
  ARTICLE
6.0 – SERVICE INTEGRATION SUPPORT
  6.1Integration
Support.u-blox shall
provide email and telephone based technical support during the UK working
hours of 9am GMT to 5pm GMT to LBT for the limited purpose of integration of the
Assistance Service until 30th June 2009.
   IN
WITNESS WHEREOF, the parties have executed this Supplemental Agreement by their
duly authorized officers as of the last Date hereunder (Effective
Date).
   LOCATION BASED TECHNOLOGIES
      INC.
                            
                            
                            u-blox.By:
                            
                            
                            By:Title:
                            
                            
                            TitleDate:
                            
                            
                            Date:Address
      for notices:
                              
                              Attention:
      Joseph Scalisi
                              Location
      Based Technologies Inc
                              4989
      E. La Palma Avenue
                              Anaheim,California,
      92807
                              United
      States
                              Fax
      no: +1 (714) 200-0287
                            
                            
                            Address
      for notices:
                              
                              Attention:
                              u-blox
      America Inc.
                              1902
      Campus Commons Drive, Suite 310,
                              Reston,
      VA 20191,
                              USA
                              Fax
      no: + 1 (703) 483 3179
 
 2
  EXHIBIT
A
  Description of Assistance
Services
  The
Assistance Service is described in the Arikara Product Specification v1
..0.
  The
Assistance Service is designed to provide the assistance data to LBT’s server
which shall cache this data and provide the cached data to LBT’s
Products.
  LBT’s server
shall connect to the
Assistance Server periodically to update the assistance data that it has within
its cache (hereafter the Cache Update Period). The Cache UpdatePeriod shall be no more frequently than
five (5) minutes.
  Service
Fees
  The
Service Fees are paid on a pre-payment basis to the following
schedule:
  Period
                      Service
      Fee Due Date
                      Service
      FeeField
      Test & Trial ( April 2008 -June 2009)
                      1st
      June 2009
                      USD
      82,300.00Production
      Phase (minimum of 2 years )
                      At
      beginning of each 3 month period after start of Production
      Phase
                      USD
      82,300.00/quarter
  The
Production Phase be deemed to have begun on 1st of
October 2009 and shall last for a period of at least two years.
  The first
fee is payable within 5 working days after receipt of invoice.
  The
following fees are payable within 30 days after receipt of invoice.
  Geotate Arikara Product
Specification V1 .0 Extraction
  Purpose
  The
Arikara assistance service provides the GPS assistance data necessary for
location processing by the Arikara engine. It is provided as an Internet based
web service using open standard web service protocols and is intended to be
accessed by a server hosted by the customer.
  The
assistance web service provides suitable GPS assistance data to the customer’s
server. Arikara enabled devices consumer assistance data by connecting to the
customer’s server which
provides caching proxied access of the assistance data. This architecture is
shown infigure
1.
  3
 
  
  Specifications
  The
assistance service conforms to the following specifications:
  
  Web Service
Interfaces
  The
Arikara assistance service is accessed via a SOAP API that is detailed in the
product documentation.
  Deliverables
  The
following form the deliverables:
  Web
service API documentation and WSDL;
  Web
service user credentials;
  Web
service IP/FQDN.
  Acceptance
Criteria
  Correct
operation of the Arikara Assistance Service is demonstrated using a software
testbench running on a PC which implements the complete calling sequence
Protocol to the web service. The pass criterion for the test is that the calling
sequence completes are returns valid assistance
data.