EXHIBIT 10.35






LOANPROMISSORY
NOTE
 
 Principal
Sum: Nine Hundred Fifty Thousand Dollars ($ 350,000.00)
 
 
 Date:
January 26, 2009
 
 WHEREAS, Joseph F. Scalisi, agrees to
loan Location Based Technologies, Inc., a Nevada corporation, the sum of Three
Hundred Fifty Thousand Dollars ($350,000).
 
 NOW, THEREFORE, in consideration of
these premises, Location Based Technologies, Inc. (the “Company”), agrees to pay
Joseph F. Scalisi (the “Holder”) as the terms set forth herein:
 
 FOR VALUE
RECEIVED the undersigned, Location Based Technologies, Inc. (herein after the
“Company”), promises to pay to the order of Joseph F. Scalisi (“Holder”) or his
assignee(s), the principal sum of Three Hundred Fifty Thousand dollars
($350,000.00) together with eight percent (8%) interest per annum thereon from
January 26, 2009, until paid in full, on the balance remaining
unpaid.
 1. Payments.  Payment
of the principal and interest shall be made as follows:
  a.
                The
      principal and any unpaid interest must be repaid by April 26, 2009, three
      months from the date of issuance.  The note bears interest at 8% per
      annum and is payable at any time before the repayment date, in part or in
      full, without penalty.
 2.           Interest
Rate.  This Note shall accrue interest on the principal for a
period of three (3) months from the date of this Note at a rate of eight percent
(8%) 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.           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.
 
 4.           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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 5.           Waiver and
Amendment.  Any provision of this Note may be amended, waived
or modified upon the written consent of the Company and Holder.
 
 6.           Waiver of
Notice.  The Company hereby waives notice, presentment, demand
protest and notice of dishonor.
 
 7.           Treatment of
Note.  To the extent permitted by generally accepted accounting
principles, the Company will treat, account and report the Note as debt and not
equity for accounting purposes and with respect to any returns filed with
Federal, State or local tax authorities.
 
 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.           Collection Costs, Attorney’s
Fees, and Late Charge.  If any payment obligation under this
Note is not paid when due, the Company shall pay all costs of collection,
including reasonable attorney fees, whether or not a lawsuit is commenced as
part of the collection process, without protest of any kind, legal or
otherwise.
 
  10.         Governing
Law.  This Agreement is deemed to be entered into and performed
in Orange County, California.  Except as otherwise explicitly noted,
this Agreement shall be governed by and construed in accordance with the laws of
the State of California, without giving effect to the conflict of law rules of
California.  The parties hereby submit to the exclusive jurisdiction
of the state of California in connection with any dispute arising from or
related to this Agreement, and Orange County shall be the sole venue
therefore.
 
 11.         Heading;
References.  The headings have been inserted for convenience
only and are not to be considered when construing the provisions of this
Agreement.
 
 12.         Counterparts.  This
Agreement may be executed in one or more counterparts and transmitted by
facsimile, a copy of which shall constitute an original and each of which, when
taken together, shall constitute one and the same agreement.
 
 13.         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.
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 IN
WITNESS WHEREOF, this three (3) page Agreement is executed and agreed to as of
January 26, 2009.
 
 
 The
“Holder”
  /s/
      Joseph F. ScalisiJoseph
      F. Scalisi
                  Name:
      Joseph F. Scalisi
                  Address:
      21520 Yorba Linda Blvd. – G357, Yorba Linda, CA 92887
                  E-mail:
      joseph@pocketfinder.com
 
 Location
Based Technologies, Inc.
  /s/
      David MorseName:
      David Morse – Chief Executive Officer, Location Based Technologies,
      Inc.
 
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