EXHIBIT 10.38




ENDORSEMENT
AGREEMENT
 
 THIS
AGREEMENT, made and entered into as of February 12, 2009, by and between
Location Based Technologies, Inc., a Nevada corporation and the principal place
of business at 4999 E. La Palma Ave. Anaheim, CA 92807 (hereinafter referred to
as “Company”), and John Riegger (hereinafter referred to as “Riegger”), having
an address of: 13845 N. Northsight Blvd., Suite #200 Scottsdale,
AZ  85260.
 
 WITNESSETH:
 
 WHEREAS,
Riegger is recognized and widely known throughout the world as a professional
golfer; and
 
 WHEREAS,
Company wishes to retain the services of Riegger as a spokesperson for Company,
and Riegger wishes to provide such services to Company pursuant to the terms and
conditions herein;
 
 NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
 
 1.           Definitions.  As
used herein, the following terms shall be defined as set forth
below:
 
 (a)
              “Contract
      Period” shall mean that period of time commencing on March
      1,  2009 and concluding December 31, 2009, unless terminated
      sooner as provided herein.
 
 (b)
              “Contract
      Year” shall mean the consecutive twelve-month period commencing on any
      January 1 during the Contract
Period.
 
 (c)
              “Contract
      Territory” shall mean the entire
world.
 
 (d)
              “Riegger
      Identification” means the right to use, subject to the provisions hereof,
      the Riegger name, nickname, autograph, facsimile signature, photograph,
      likeness and image or facsimile image, and any other means of endorsement
      by Riegger used in connection with the advertisement and promotion of
      Company.
 
 2.           Services of
Riegger.  (a)  Riegger will endorse Company in part
through the PocketFinder Trademark/Logo identified on Riegger’s golf bag and
front of golf hat while participating in all athletic or athletic related
activities, including all Nationwide Tour related events, practices, games,
skill competitions, camps posing for photographs, clinics, and in autograph
sessions and promotional appearances on behalf of Company, and serve as a
spokesperson for Company, and render consulting and other personal services in
accordance with this Section 2;
  1
 
 Notwithstanding
the foregoing, it is understood that if Riegger participates in a special team
event where there is an official uniform, then Riegger is permitted to wear such
official team uniform during such event.
 
 (b)
              The
      logo or name of Company (the “Company Logo”) will be affixed to the staff
      bag and front of all golf hats worn or used by Riegger during the events
      listed in Section 2(a).  The placement of such logo will be
      approved by Riegger in advance and said logos shall be subject to the
      non-competing company logos Riegger is required to endorse.  It
      is agreed that the size and style of the Company Logo will be mutually
      agreed upon in advance.  Company agrees that it is entirely
      responsible for, and the cost of, affixing the Company Logo on such golf
      hats and golf bag.
 
 3.           Approval of
Advertising.  Company agrees that no use of Riegger
Identification nor any item used in connection with Riegger Identification will
be made hereunder unless and until the same has been approved by Riegger, such
approval not to be unreasonably withheld.  If any material is
disapproved, Company will be advised of the specific grounds thereof. Riegger
agrees that any material, advertising or otherwise, submitted for approval as
provided herein shall be deemed by Company to have been approved hereunder if
the same is not disapproved in writing within seven (7) business days after
receipt thereof.  Company agrees to protect, indemnify and save
harmless Riegger and Riegger’s authorized representative, or either of them,
from and against any and all expenses, damages, claims, suits, actions,
judgments and costs whatsoever, arising out of, or in any way connected with,
any advertising material disseminated by, or on behalf of, Company.
 
 4.           Compensation.
 
 (a)
              In
      consideration for the rights granted herein, Company agrees to provide
      Riegger with the following:
 
 i.
              10,000
      Shares of LBAS restricted stock upon signing of the
      Agreement.  These shares shall be issued within 10 (ten)
      business days of signing.
 
 (b)
              Riegger
      agrees to participate in sixteen (16) Nationwide Tour events (recognized
      by the PGA Tour) during each Contract Year.  If, however, due to
      illness or injury, Riegger is not able to participate in the required
      sixteen (16) Nationwide Tour events during the Contract Year, the
      compensation for the Contract Year shall be prorated
      accordingly.  Prorated compensation will be based on the number
      of events not played.  For example: eight (8) of sixteen (16)
      events are played, the Remuneration will be reduced in
    half.
 
 5.           Right of First
Refusal.  If, after September 30, 2009, Riegger receives an
offer with regards to any subject matter of this Agreement for the year 2010
(“Outside Offer”), then Riegger shall provide written notice to Company
(“Negotiation Notice”) and shall include a description of the product to be
endorsed, the party making the Outside Offer or on whose behalf the Outside
Offer is made, and all the consideration and material terms and conditions of
the proposed Outside Offer.  Company shall have an option for five (5)
business days after receipt of a Negotiation Notice to elect to enter into a
contract with Riegger on such terms (“Company Exercise Notice”).  If
Company makes a Company Exercise notice, Professional shall enter into a
contract with Company on such terms within thirty (30) days
thereafter.  If Company does not make a Company Exercise Notice,
Riegger shall have the right to enter into an agreement with the party making
the Outside Offer on the terms specified in the Negotiation Notice.
  2
 
 6.           Ownership of PocketFinder
Marks & Creative.  Riegger acknowledges that Company
exclusively owns all right, title and interest in and to the Company marks and
that Company shall exclusively own all right, title and interest in and to any
logos, designs, trademarks, service marks, characters, personas, copyrights,
patents, trade secrets or other forms of intellectual property created by
Company (and/or its agents) in connection with this
contract.   Riegger shall completely cooperate with Company in
Company’s efforts to obtain and maintain protection for such right, title and
interest including promptly executing any documents as may be required by
Company in connection therewith.
 
 7.           Termination.
 
 (a)
              Riegger
      shall have the right to terminate this Contract immediately upon written
      notice to Company if: (i) A petition in bankruptcy or for reorganization
      is filed by or against it or if any insolvency proceedings are instituted
      by or against Company under State or Federal laws; or (ii) Company fails
      to make payment to Riegger of any sums due under Contract which default is
      not cured within thirty (30) days of following Company’s receipt of
      written notice from Riegger of such default; or (iii) Company breaches any
      other material term of this Contract and fails to cure such breach within
      (30) days following Company’s receipt of written notice from Riegger of
      such breach.
 
 (b)
              Company
      shall have the right to terminate this Contract immediately upon written
      notice to Riegger is (i) the commercial value of the Riegger Endorsement
      is substantially impaired by Riegger’s commission of any act which shocks
      or offends the community (including indictment of any crime) or manifests
      contempt or disregard for diversity, public morals or decency; (ii)
      Riegger takes any action inconsistent with his recommendation and
      endorsement of Company and/or disparages the Company brand in any manner
      whatsoever; (iii) Riegger retires from the Nationwide Tour, voluntarily
      declines to play (other than as a result of injury, a personal commitment
      or personal leave for rest or practice) during the Nationwide Tour Season,
      or ceases (for any reason) to be a professional golfer; (iv) Missing
      Appearance, or breaches any other material term of this Contract and fails
      to cure such breach within (30) days following receipt of written notice
      from Company of such breath.
 
 (c)
              Upon
      termination of this Contract, Riegger shall not be entitled to any further
      compensation under this Contract except any unpaid annual Compensation to
      which the Riegger was entitled for services actually completed as of the
      effective date of termination.  Riegger shall reimburse Company
      for Compensation, if any, paid prospectively in excess of the amount which
      Riegger would be entitled to receive if the annual Compensation were
      prorated over the entire Contract Period, calculated to the effective date
      of termination.  Any such reimbursement of payment shall be due
      within thirty (30) days of the effective date of
    termination.
 
 3
 (d)
              Notwithstanding
      such termination, Riegger’s rights arising out of this Agreement or in
      connection therewith or existing prior thereto, shall nevertheless
      continue in full force and effect, including Riegger’s right to sue for
      damages caused to it by Company’s breach and Riegger’s right to receive
      all unpaid compensation hereunder.
 
 8.           Authorized
Agent.  Riegger hereby designates Gaylord Sports Management.,
13845 N. Northsight Blvd., Ste #200 Scottsdale, AZ  85260,
Attention:  Peter Webb as his authorized agent for all purposes
hereunder.
 
 9.           Reservation of
Rights.  All rights not herein specifically granted to Company
shall remain the property of Riegger to be used in any manner Riegger deems
appropriate.  Company understands that Riegger has reserved the right
to authorize others to use Riegger Identification during the Contract Period in
connection with all tangible and intangible items and services.
 
 10.         Trademarks.  Company
understands that it does not have the right to file, during the Contract Period
or thereafter, any application for trademark registration or otherwise obtain or
attempt to obtain ownership of any trademark or trade name in any country of the
world which consists of the Riegger Identification or any mark, design or logo
intended to make reference to Riegger.  In the event that, prior to
the commencement of the Contract Period, Company has filed one or more
applications for registration of any such trademark, or otherwise has obtained
any rights to such trademark, Company agrees to cause such applications and/or
trademarks to be assigned and transferred to Riegger.
 
 11.          Independent
Contractor.  Riegger shall furnish services pursuant to this
Agreement as an independent contractor and not as an employee of Company, and
nothing herein shall be construed to constitute Riegger as an employee of
Company, it being intended that each party shall be responsible for its or his
own actions.  Riegger has no power or authority to act for, represent,
or bind Company in any manner and shall not hold himself out as an employee of
Company.  Riegger shall not be entitled to any benefits provided by
Company to its employees, including, for example, workers’ compensation
insurance, vacation or sick pay.  Riegger shall pay (when and as due)
any and all taxes incurred as a result of his compensation under this
Agreement.  Riegger shall indemnify Company for any claims, losses,
costs, fees, liabilities, damages or injuries suffered by Company which arise
out of Riegger’s breach of this Section 11.
 
 12.          Indemnity.
(a)  Company will indemnify Riegger and his authorized representatives
and hold them harmless with respect to any claims, damages, liabilities, costs
and expenses, including attorneys’ fees (collectively, “Damages”), with respect
to:  (i) all materials prepared by or on behalf of Company hereunder
or concerning the advertising, distribution, exploitation or usage of Company’s
services; (ii) the production and broadcast of all television and radio
commercials in which Riegger may appear or participate; (iii) claims arising
from or relating to Company’s services; (iv) any breach or threatened breach by
Company of any warranty or other obligation to be performed or any other
agreement or representation made by Company herein; (v) any actions or omissions
of Company; or (vi) any services of Riegger under this Agreement except to the
extent such Damages arise from the negligence or misconduct of
Riegger.
  4
  (b)
              Riegger
      will defend, indemnify and hold Company and its directors, officers,
      employees, licensees, agents and assigns harmless from and against any
      liability, loss, damage or expense (including reasonable attorney fees) to
      third parties arising out of any breach by Riegger of any of his
      representations or warranties hereunder or from Riegger negligent or
      intentional tortuous acts.
 
 13.           Limited
Liability.  Notwithstanding anything to the contrary contained
herein, in the event Company incurs any expenses, damages or other liabilities
(including, without limitation, reasonable attorneys’ fees) in connection
herewith, Riegger’s liability shall be limited to proven, direct, actual damages
incurred by Company, and Riegger’s maximum liability to Company hereunder will
not exceed the remuneration, excluding reimbursement of expenses, actually paid
to Riegger by Company hereunder.  In no event will Riegger be
responsible for any special, consequential, lost profits, punitive, reliance or
other indirect damages, whether or not Riegger has been advised of the
possibility of such damages.
 
 14.           Waiver.  The
failure of either party at any time or times to demand strict performance by the
other of any of the terms, covenants or conditions set forth herein shall not be
construed as a continuing waiver or relinquishment thereof and each may at any
time demand strict and complete performance by the other of said terms,
covenants and conditions.
 
 15.           Severability.  If
any provision of this Agreement shall be declared illegal, invalid, void or
unenforceable by any judicial or administrative authority, the validity of any
other provision and of the entire Agreement shall not be affected
thereby.
 
 16.           Assignment.  This
Agreement shall bind and inure to the benefit of Riegger, and the successors and
assigns of Riegger.  The rights granted Company hereunder are personal
to it, shall be used only by it and shall not without the prior written consent
of Riegger be transferred or assigned to any other party.  In the
event of the merger or consolidation of Company with any other entity, Riegger
shall have the right to terminate the Contract Period by so notifying Company in
writing on or before sixty (60) days after Riegger has received notice of such
merger or consolidation.  Riegger shall have the right to assign the
benefits of this Agreement to a corporation in which Riegger controls a majority
of the equity interest provided that no such assignment shall operate to
diminish any of Company’s rights hereunder.
 
 17.           Arbitration.  (a)  Except
as provided in Paragraph (d) below, the parties to this Agreement agree that any
dispute or controversy arising out of or relating to this Agreement, or the
interpretation, validity, construction, performance, breach, or termination
thereof, shall be settled by binding neutral arbitration in accordance with the
Commercial Dispute Resolution Rules and the Optional Rules for Emergency
Measures of Protection then in effect of the American Arbitration Association
(the “Rules”).  The arbitrator may grant injunctions or other relief
in such dispute or controversy.  The decision of the arbitrator shall
be in writing, and shall be final, conclusive, and binding on the parties of the
arbitration.  Judgment may be entered on the arbitrator’s decision in
any court of competent jurisdiction.
 
 (b)
              The
      parties understand and agree that by consenting to the arbitration
      provisions of this Agreement, they are waiving their right to a jury
      trial.
 
 5
 (b)
              The
      arbitrator(s) shall apply Arizona law to the merits of any dispute or
      claim, without reference to rules of conflict of law.  The
      arbitration proceedings shall be governed by the Rules, as modified
      herein, without reference to state arbitration law.  Each party
      shall also be entitled to pursue all remedies, damages or claims that
      would be available if the case had been litigated in the judicial forum
      having jurisdiction over it.
 
 (c)
              The
      arbitration and all related proceedings shall take place in Maricopa
      County, Arizona and the parties consent to the exclusive jurisdiction
      venue of the state and federal courts located in Maricopa County, Arizona
      for any action or proceeding arising from or relating to this Agreement or
      relating to any arbitration in which the parties are
      participants.
 
 (d)
              Any
      arbitration proceedings conducted under the terms of this Section will be
      confidential.  All documents, testimony and records shall be
      received, heard and maintained by the arbitrator(s) in confidence and
      under seal, and shall be available for inspection only by the
      arbitrator(s), the parties and their respective attorneys and their
      respective experts, who shall agree in advance and in writing to receive
      and maintain all such information in confidence.  The arbitrator
      may award the prevailing party his or her expenses and fees of
      arbitration, including reasonable attorneys fees and witness fees, as
      permitted by law.
  18.           No Post-Termination
Usage.  From and after the termination of this Agreement all of
the rights of Company to use the Riegger Identification shall cease absolutely
and Company shall not thereafter use or refer to Riegger Identification in
advertising or promotion in any manner whatsoever, it being understood by
Company that Riegger Identification may be used at any time by others in
connection with the advertisement and promotion of competitive Products after
the termination of this Agreement.  It is further agreed that
following termination of this Agreement, Company shall not advertise, promote,
distribute or sell any item whatsoever in connection with the use of any name,
figure, design, logo, trademark or trade name similar to or suggestive of
Riegger Identification.  Notwithstanding the language contained in
this Section, Company shall have the right to leave on its website and/or
marketing materials, any press releases and/or articles regarding the
endorsement with Riegger, any pictures or likenesses with Riegger that
originated during the Contract Period or any other matter concerning Riegger
that originated during the Contract Period.
 
 19.           Notices.  Any
notice of breach or default shall be in writing and deemed given if sent postage
prepaid via register or certified mail, by verifiable facsimile transmission or
hand delivery, or by express courier with confirmed delivery, to the address set
forth below (unless written notice of a change of address has been provided) and
shall be deemed to have been given at the time it is sent properly addressed and
posted.
  6
  TO RIEGGER:
                John
      RieggerC/o
      Gaylord Sports ManagementAttn:
      Peter Webb13845
      N. Northsight Blvd.Suite
      #200Scottsdale,
      AZ 85260TO COMPANY:
                Location
      Based Technologies, Inc.Attn:
      Joseph Scalisi4999
      E. La Palma Ave.Anaheim,
      CA 92807
  20.           Significance of
Headings.  Section headings contained herein are solely for the
purpose of aiding in speedy location of subject matter and are not in any sense
to be given weight in the construction of this
Agreement.  Accordingly, in case of any question with respect to the
construction of this Agreement, it is to be construed as though such section
headings had been omitted.
 
 21.           Governing
Law.  This Agreement shall be governed and construed according
to the laws of the State of Arizona, without giving effect to the principles of
conflicts of laws thereof.
 
 22.           Entire
Agreement.  This writing constitutes the entire agreement
between the parties hereto and may not be changed or modified except by a
writing signed by the party or parties to be charged thereby.
 
 IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date first above written.
 
 Location
      Based Tech, Inc
                
                
                RIEGGER/s/
      Joseph Scalisi
                
                
                /s/
      John
      RieggerJoseph
      Scalisi
                
                
                John
      Riegger
    7