EMPLOYMENT
      AGREEMENT

     

    EMPLOYMENT
      AGREEMENT
      (“Agreement”),
      dated
      as of June 16, 2008, by and between GPS Industries, Inc., a Nevada corporation
      (the “Employer”)
      and
      David Chessler, an individual residing at 1026 Las Posas San Clemente, CA
      92673 (the
      “Executive”).

     

    RECITAL

     

    WHEREAS,
      the
      Employer and the Executive desire to set forth the terms pursuant to which
      the
      Executive will be employed by the Employer as its Chief Executive
      Officer.

     

    NOW,
      THEREFORE,
      the
      Employer and the Executive hereby agree as follows:

     

    Section
      1. Employment

     

    (a) The
      Employer shall employ the Executive, and the Executive agrees to be employed
      by
      the Employer, upon the terms and conditions hereinafter provided, for a term
      commencing June 16, 2008 (the “Effective
      Date”)
      and
      expiring December 31, 2011 unless earlier terminated pursuant to the terms
      hereto (the “Term”).

     

    (b) The
      Executive hereby represents, warrants and covenants that (1) the Executive
      has
      the legal capacity to execute and perform this Agreement, (2) this Agreement
      is
      a valid and binding agreement enforceable against the Executive according to
      its
      terms, (3) the execution and performance of this Agreement by the Executive
      does
      not violate the terms of any existing agreement or understanding to which the
      Executive is a party or any rights of any third party, and (4) in performing
      his
      services hereunder, Executive will not use any intellectual property owned
      by
      any third party except with proper license or other authorization. 

     

    Section
      2. Duties.
      The
      Executive shall report to the Board of Directors of the Employer (the
“Board”)
      and
      have the title of Chief Executive Officer of the Employer. The Executive shall
      be appointed to the Employer’s board of directors and be nominated for election
      as a member of the Board at each annual meeting of shareholders of the Employer
      occurring during the Term. The Executive shall have such duties as are generally
      applicable to chief executive officers of companies similar to that of the
      Employer and which are consistent with the Executive’s experience, expertise and
      position as shall be assigned to the Executive from time to time by the Board.
      During the Term, and except for vacation in accordance with the Employer’s
      standard vacation policies or due to illness or incapacity, the Executive shall
      devote all of the Executive’s business time, attention, skill and efforts
      exclusively to the business and affairs of the Employer and its parents,
      subsidiaries and affiliates. The Executive understands that the Employer is
      currently headquartered in Vancouver, British Columbia with substantial
      operations in Austin, Texas. While the Employer is considering moving its
      headquarters to the Sarasota, Florida region, no final decision has been made.
      Accordingly, Executive may be required to spend all or a substantial portion
      of
      his time at the Employer’s existing locations. Notwithstanding anything herein
      to the contrary, to the extent that the following does not impair Executive’s
      ability to perform Executive’s duties pursuant to this Agreement, nor violate
      the terms of the provisions set forth in Section 6 hereof, Executive may
      make personal investments in such form or manner as will not require the
      Executive’s services in the operation or affairs of the business in which such
      investments are made. Further, it is understood that the Executive owns directly
      or indirectly systems relating to GPS golf course products (“Systems”)
      consisting of approximately 2,000 GPS Video Display units (“Units”)
      in
      North America and 700 Units outside North America which the Executive leases
      to
      golf courses (“Leases”).
      To
      avoid conflict, so long as Executive is employed by the Employer, the Executive
      hereby assigns all of his rights in all of the advertising revenues generated
      from the Units. Should the Executive no longer be employed by the Employer,
      any
      advertising agreements that were then in existence with respect to the Units
      shall be entitled to run throughout the term of the advertising contracts except
      that the Executive shall be entitled to the revenues therefrom from the
      effective date of his termination. During the Term, the Executive will also
      negotiate and split with the Employer a portion of all of the service and
      support revenue that he receives, and the Employer in turn will provide service
      and support to all of the courses covered by the Leases. During the period
      ending on the earlier of December 31, 2011 or the Termination Date, Employer
      will not sell its Units to golf courses if such Units will interfere with the
      Leases, and the Executive will not remove the Units from their existing
      locations so as to compete with the Employer. As used herein, “compete”
means
      selling or leasing the Units to (a) courses which then use Units provided by
      the
      Employer; or (b) courses which are on a prospect list of the Employer with
      targeted transactions to take place within nine months from the date of removal.
      Additionally, during the Term, the Executive shall not acquire additional
      Systems for lease to golf courses which the Employer or its contracted lease
      financing company (after notice from the Executive) has indicated it is
      interested in leasing. The Executive shall not allocate more than five (5)
      hours
      a month to this business activity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      3. Compensation.
      For all
      services rendered by the Executive in any capacity required hereunder during
      the
      Term, including, without limitation, services as an officer, director, or member
      of any committee of the Employer or any parent, subsidiary, affiliate or
      division thereof, the Executive shall be compensated as follows:

     

    (a) The
      Employer shall pay the Executive a fixed salary (“Base
      Salary”)
      at a
      rate of $120,000 per annum from the Effective Date through December 31,
      2009, $126,000 per annum from January 1, 2010 through December 31,
      2010, and $132,000 per annum from January 1, 2011 until the last day of the
      Executive’s employment with the Employer. The Board may from time to time
      further increase the Base Salary in its sole discretion. The Base Salary shall
      be payable in accordance with the customary payroll practices of the Employer.
      

     

    (b) For
      each
      twelve-month period, commencing January 1, 2009, and each annual period
      thereafter, Executive shall be entitled to a bonus of 50% of the then applicable
      Base Salary (the “Bonus
      Amount”)
      if at
      least half of the Performance Criteria for such year have been achieved as
      reflected in the table in Section 3(c) (the “Performance
      Criteria”).
      Any
      Bonus shall be payable within thirty days following the filing date of the
      Employer’s 10-K Report for the applicable year.

     

    (c) Executive
      is hereby granted options (the "Options")
      to
      purchase an aggregate of 60,000,000 shares of the Employer's Common Stock (the
      "Option
      Shares").
      The
      Options shall be divided into thirty-nine tranches (each a "Tranche").
      Tranches 1-15 shall have a term of 30 months and Tranches 16-39 shall have
      a
      term of two years from the date such Tranche vests. No Tranche which requires
      the satisfaction of Performance Criteria shall vest unless such Criteria have
      been met for the applicable period as set forth on the following table. If
      such
      Criteria have not been so met, the Options granted with respect to such
      Tranche shall be deemed to have expired and may not be exercisable. The
      Options are being granted pursuant to and subject to the Employer's existing
      Stock Option Plan (the "Plan"),
      it
      being understood, however, that the grant hereunder is subject to shareholder
      approval to increase the authorized number of Option Shares eligible to be
      granted thereunder. The Employer shall use its best efforts to obtain such
      approval as soon as practicable. The terms of the Options are as
      follows:

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              Tranche

            	 	
              Number

              of
                Option

              Shares

            	 	
              Vesting

            	 	
              Exercise

              Price

            	 	
              Performance
                Criteria

            	 
	
              1

            	 	 	
              2,500,000

            	 	 	
              June
                11, 2008

            	 	
              $

            	
              .031

            	 	 	
              None

            	 
	2	 	 	
              1,000,000

            	 	 	
              June
                11, 2008

            	 	
              $

            	
              .061

            	 	 	
              None

            	 
	
              3

            	 	 	
              500,000

            	 	 	
              December
                31, 2008

            	 	
              $

            	
              .031

            	 	 	
              Business
                plan completed, presented to the Board of Directors by June 30, 2008
                and
                subsequently approved by the Board.

            	 
	
              4

            	 	 	
              2,500,000

            	 	 	
              December
                31, 2008

            	 	
              $

            	
              .031

            	 	 	
              Formation
                of Lease Repurchase Company before August 15, 2008.

            	 
	
              5

            	 	 	
              2,500,000

            	 	 	
              December
                31, 2008

            	 	
              $

            	
              .031

            	 	 	
              Formation
                of Finance Company before August 15, 2008

            	 
	
              6

            	 	 	
              3,000,000

            	 	 	
              December
                31, 2009

            	 	
              $

            	
              .031

            	 	 	
              100
                plus installations (18 hole equivalent golf courses).

            	 
	
              7

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2009

            	
               

            	
              $

            	
              .061

            	 	 	
              100
                plus installations (18 hole equivalent golf courses).

            	 
	
              8

            	 	 	
              2,200,000

            	 	 	
              December
                31, 2009

            	 	
              $

            	
              .031

            	 	 	
              Gross
                revenue of over $20,000,000 for the fiscal year ending December 31,
                2009.

            	 
	
              9

            	 	 	
              1,000,000

            	 	 	
              December
                31 2009

            	 	
              $

            	
              .061

            	 	 	
              Gross
                revenue of over $20,000,000 for the fiscal year ending December 31,
                2009.

            	 
	
              10

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2009

            	 	
              $

            	
              .031

            	 	 	
              Gross
                margin of over 30% for the fiscal year ending December 31,
                2009.

            	 
	
              11

            	 	 	
              500,000

            	 	 	
              December
                31, 2009

            	
               

            	
              $

            	
              .061

            	 	 	
              Gross
                margin of over 30% for the fiscal year ending December 31,
                2009.

            	 
	
              12

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2009

            	 	
              $

            	
              .031

            	 	 	
              EBITDA
                neutral for year ending December 31, 2009.

            	 
	
              13

            	 	 	
              1,000,000

            	 	 	
              December
                31, 2009

            	 	
              $

            	
              .061

            	 	 	
              EBITDA
                neutral for year ending December 31, 2009.

            	 
	
              14

            	 	 	
              100,000

            	 	 	
              December
                31, 2009

            	 	
              $

            	
              .031

            	 	 	
              Prepare
                business plan for 2010 by November 1, 2009 and subsequently approved
                by
                the Board.

            	 
	
              15

            	 	 	
              100,000

            	 	 	
              December
                31, 2009

            	 	
              $

            	
              .061

            	 	 	
              Prepare
                business plan for 2010 by November 1, 2009 and subsequently approved
                by
                the Board.

            	 


    

     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              16

            	 	 	
              3,000,000

            	 	 	
              December
                31, 2010

            	 	
              $

            	
              .031

            	 	 	
              120
                plus installations (18 hole equivalent golf courses).

            	 
	
              17

            	 	 	
              1,200,000

            	 	 	
              December
                31, 2010

            	 	
              $

            	
              .061

            	 	 	
              120
                plus installations (18 hole equivalent golf courses).

            	 
	
              18

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2010

            	 	
              $

            	
              .031

            	 	 	
              Gross
                revenue of over $24,000,000 for the fiscal year ending December 31,
                2010.

            	 
	
              19

            	 	 	
              1,000,000

            	 	 	
              December
                31, 2010

            	 	
              $

            	
              .061

            	 	 	
              Gross
                revenue of over $24,000,000 for the fiscal year ending December 31,
                2010.

            	 
	
              20

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2010

            	 	
              $

            	
              .031

            	 	 	
              Gross
                margin of over 35% for the fiscal year ending December 31,
                2009.

            	 
	
              21

            	 	 	
              1,000,000

            	 	 	
              December
                31, 2010

            	 	
              $

            	
              .061

            	 	 	
              Gross
                margin of over 35% for the fiscal year ending December 31,
                2009.

            	 
	
              22

            	 	 	
              2,200,000

            	 	 	
              December
                31, 2010

            	 	
              $

            	
              .031

            	 	 	
              EBITDA
                positive of $2,000,000 for year ending December 31, 2010.

            	 
	
              23

            	 	 	
              1,000,000

            	 	 	
              December
                31, 2010

            	 	
              $

            	
              .061

            	 	 	
              EBITDA
                positive of $2,000,000 for year ending December 31, 2010.

            	 
	
              24

            	 	 	
              2,200,000

            	 	 	
              December
                31, 2010

            	 	
              $

            	
              .031

            	 	 	
              Net
                profit positive of $1,000,000 for the fiscal year ending December
                31,
                2010.

            	 
	
              25

            	 	 	
              1,000,000

            	 	 	
              December
                31, 2010

            	 	
              $

            	
              .061

            	 	 	
              Net
                profit positive of $1,000,000 for the fiscal year ending December
                31,
                2010.

            	 
	
              26

            	 	 	
              100,000

            	 	 	
              December
                31, 2010

            	 	
              $

            	
              .031

            	 	 	
              Prepare
                business plan for 2011 by November 1, 2010 and subsequently approved
                by
                the Board.

            	 
	
              27

            	 	 	
              100,000

            	 	 	
              December
                31, 2010

            	 	
              $

            	
              .061

            	 	 	
              Prepare
                business plan for 2011 by November 1, 2010 and subsequently approved
                by
                the Board.

            	 
	
              28

            	 	 	
              3,000,000

            	 	 	
              December
                31, 2011

            	 	
              $

            	
              .031

            	 	 	
              144
                plus installations (18 hole equivalent golf courses).

            	 
	
              29

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2011

            	 	
              $

            	
              .061

            	 	 	
              144
                plus installations (18 hole equivalent golf courses).

            	 
	
              30

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2011

            	 	
              $

            	
              .031

            	 	 	
              Gross
                revenue of over $28,800,000 for the fiscal year ending December 31,
                2011.

            	 
	
              31

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2011

            	 	
              $

            	
              .061

            	 	 	
              Gross
                revenue of over $28,800,000 for the fiscal year ending December 31,
                2011.

            	 


    

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              32

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2011

            	 	
              $

            	
              .031

            	 	 	
              Gross
                margin of over 40% for the fiscal year ending December 31,
                2011.

            	 
	
              33

            	 	 	
              1,000,000

            	 	 	
              December
                31, 2011

            	 	
              $

            	
              .061

            	 	 	
              Gross
                margin of over 40% for the fiscal year ending December 31,
                2011.

            	 
	
              34

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2011

            	 	
              $

            	
              .031

            	 	 	
              EBITDA
                positive of $2,400,000 for the fiscal year ending December 31,
                2011.

            	 
	
              35

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2011

            	 	
              $

            	
              .061

            	 	 	
              EBITDA
                positive of $2,400,000 for the fiscal year ending December 31,
                2011.

            	 
	
              36

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2011

            	 	
              $

            	
              .031

            	 	 	
              Net
                profit $1,400,000 for the fiscal year ending December 31,
                2011.

            	 
	
              37

            	 	 	
              2,000,000

            	 	 	
              December
                31, 2011

            	 	
              $

            	
              .061

            	 	 	
              Net
                profit $1,400,000 for the fiscal year ending December 31,
                2011.

            	 
	
              38

            	 	 	
              200,000

            	 	 	
              December
                31, 2011

            	 	
              $

            	
              .031

            	 	 	
              Prepare
                business plan for 2012 by November 1, 2011 and subsequently approved
                by
                the Board.

            	 
	
              39

            	 	 	
              100,000

            	 	 	
              December
                31, 2011

            	 	
              $

            	
              .061

            	 	 	
              Prepare
                business plan for 2012 by November 1, 2011 and subsequently approved
                by
                the Board.

            	 


    

     

    The
      number of Option Shares and the exercise prices shall be adjusted for any stock
      splits, stock dividends, recapitalizations.

     

    As
      used
      herein, gross margin means net revenue divided by installation costs (cost
      of
      goods and installation expenses). EBITDA means for the Employer and its
      subsidiaries, an amount equal to (a) the sum (without duplication) of (i) annual
      net income plus
      (ii) to
      the extent deducted in determining annual net income, (A) interest expense,
      (B)
      income tax expense, (C) depreciation and amortization, (D) net losses on asset
      sales for such period, and (E) other non-cash charges for such period (excluding
      any non-cash charge to the extent that it represents an accrual of or reserve
      for cash expenditures in any future period) minus
      (b) to
      the extent included in determining annual net income, (i) net gains on asset
      sales for such period, (ii) other non-cash items increasing annual net income
      (excluding any non-cash gains for such period resulting from the reversal of
      an
      accrual or reduction or elimination of a reserve established in a prior period
      to the extent the related non-cash charge was excluded in accordance with clause
      (a)(ii)(E) above). Net profit means the net income of the Employer without
      regard to any financial reporting charge arising from (a) the conversion of
      Series B Preferred Stock, (b) the conversion of any other class or series of
      equity securities, (c) depreciation and amortization, or (d) adjustments related
      to prior transactions.

     

    As
      a
      condition to exercise of the Options, the Employer may require the Executive
      to
      pay over to the Employer all applicable federal, state and local taxes which
      the
      Employer is required to withhold with respect to the exercise of the Options.
      At
      the discretion of the Board of Directors and upon the request of the Executive,
      the minimum statutory withholding tax requirements may be satisfied by the
      withholding of Option Shares otherwise issuable to the Executive upon the
      exercise of the Options. The Executive understands that: (a) unless the issuance
      of the Option Shares to the Executive upon exercise of the Options is registered
      under the Securities Act of 1933, as amended (the “Securities
      Act”),
      the
      Option Shares will be “restricted securities” within the meaning of Rule 144
      under such Act; and (b) the Option Shares may not be sold, transferred or
      assigned by the Executive except pursuant to an effective registration statement
      under the Securities Act or an exemption from registration under the Securities
      Act. The Executive agrees that any certificates evidencing Option Shares may
      bear a legend indicating that their transferability is restricted in accordance
      with applicable state and federal securities laws. Notwithstanding the
      foregoing, the Employer shall use commercially reasonable best efforts as soon
      as practicable to have the shares of common stock of the Employer issuable
      upon
      the exercise of the Options covered by a registration statement on Form
      S-8.

     

    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

    (d) Except
      as
      expressly modified by this Agreement, the Executive shall be entitled to
      participate in all employee benefit plans or programs, and to receive all
      benefits, perquisites and emoluments, which are approved by the Board and are
      generally made available by the Employer to salaried employees of the Employer,
      to the extent permissible under the general terms and provisions of such plans
      or programs and in accordance with the provisions thereof. Notwithstanding
      the
      foregoing, nothing in this Agreement shall require any particular plan or
      program to be continued nor preclude the amendment or termination of any such
      plan or program, provided that such amendment or termination is applicable
      generally to the employees of the Employer. 

     

    (e) The
      Executive shall be entitled to four (4) weeks vacation per calendar year
      during the Term, and a car allowance of $1,000 per month. 

     

    (f) Notwithstanding
      anything herein to the contrary, Executive hereby acknowledges and consents
      to
      readjustments to the Performance Criteria for any acquisitions by the Employer
      of an unaffiliated third party. Any adjustments to the Performance Criteria,
      will be mutually agreed upon between the Employer and the Executive.


     

    Section
      4. Business
      Expenses.
      The
      Employer shall pay or reimburse the Executive for all necessary expenses
      reasonably incurred by the Executive in connection with the performance of
      the
      Executive’s duties and obligations under this Agreement, subject to the
      Executive’s presentation of appropriate vouchers in accordance with such expense
      account policies and approval procedures as the Employer may from time to time
      reasonably establish for employees (including but not limited to prior approval
      of extraordinary expenses). Travel by air shall be in coach except as to flights
      in excess of three hours, in which case Executive shall be entitled to fly
      business class or equivalent. Additionally, upon submission of appropriate
      documentation, the Employer shall reimburse the Executive for all travel related
      expenses incurred on behalf of the Employer during the period May 2-May 20,
      2008
      (up to $25,000).

     

    Section
      5. Effect
      of Termination of Employment.

     

    (a) Termination
      Generally.
      Notwithstanding anything herein to the contrary, this Agreement may be
      terminated by the Employer, at any time, without “Cause” or “Good Reason” (each
      as defined below in Section 5(h)); provided,
      however,
      that
      Employer shall give Executive at least thirty (30) days’ prior written notice of
      such termination. The Employer may, in lieu of the notice period, pay the
      Executive’s Base Salary for the notice period. The date specified in any notice
      of termination as the Executive’s final day of employment shall be referred to
      herein as the “Termination
      Date.”
      

     

    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

    (b) Accrued
      Obligations.
      Except
      as set forth in this Section 5, in the event that Executive’s employment
      hereunder is terminated for any reason, then Executive shall be entitled to
      no
      compensation or other benefits of any kind whatsoever, other than
      (i) payment of any unpaid accrued vacation or business expenses,
      (ii) payment of any other unpaid amounts due and owing under any benefit,
      fringe or equity plans, and (iii) the opportunity to continue health
      coverage under the Employer’s group health plan in accordance with “COBRA”
(“COBRA
      Coverage”)
      (the
      foregoing payments and benefits collectively referred to herein as “Accrued
      Obligations”).

     

    (c) Termination
      Without Cause, Resignation for Good Reason.
      In the
      event that the Employer terminates Executive’s employment hereunder during the
      Term without “Cause” (defined below in Section 5(h)(i)) or the Executive resigns
      for “Good Reason” (defined below in Section 5(h)(iii)), then the Executive shall
      be entitled to no compensation or other benefits of any kind whatsoever, other
      than: (i) the Accrued Obligations, (ii) the Severance Amount (defined
      below in Section 5(h)(iv)) payable over the Severance Period (defined below
      in
      Section 5(h)(v)) in accordance with the Employer’s normal payroll practices, and
      (iii) the Executive’s Options (to the extent not already vested), and any
      other stock options shares granted to the Executive during the Term, shall
      become fully vested, and the Executive shall be permitted to exercise the
      Options for up to 24 months following the Termination Date. Notwithstanding
      the
      foregoing, (x) Options which are based on Performance Criteria with respect
      to
      any prior year which have not vested because the Performance Criteria for such
      year(s) have not been achieved shall not vest; and (y) 50% of the Options that
      are not based on Performance Criteria shall vest immediately, and the remaining
      50% of such Options shall vest on the second (2nd)
      anniversary of the Effective Date, provided that during the 24-month period,
      Employer does not secure a judgment in a court of the State of Nevada or in
      the
      United States District Court in the Nevada District against Executive for breach
      of his obligations pursuant to this Agreement. In addition, if the Executive
      elects COBRA Coverage following the Termination Date, the applicable cost for
      such coverage during the Severance Period shall be that which the Employer
      charges active employees for group health coverage. Following the Severance
      Period, the Executive shall be required to pay the full applicable premium
      cost
      for the remainder of the COBRA Coverage period. 

     

    (d) Death
      or Disability.
      The
      Executive’s employment with the Employer shall terminate upon Executive’s death
      or “Disability” (defined below in Section 5(h)(ii)), in which case the Executive
      (or his estate and heirs) shall be entitled to no compensation or other benefits
      of any kind whatsoever for any period after the Executive’s date of termination
      other than (i) the Accrued Obligations, and (ii) continued payment of
      the Executive’s Base Salary (at the rate in effect as of his date of
      termination) for six months. To the extent that the Executive and/or his
      eligible dependents elect COBRA Coverage, the Employer shall waive the cost
      of
      such coverage for the first six months of such coverage. Thereafter, the
      Executive and/or his eligible dependents shall be responsible for the full
      applicable premium cost for the remainder of the COBRA Coverage period. In
      addition, the Executive (or his estate and heirs) shall be permitted to exercise
      his Option (to the extent vested as of the date of Executive’s termination of
      employment) for up to twelve months following such date of termination.


     

    
      
        
        

      

      
        -
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    (e) Termination
      Due to Expiration.
      Upon
      termination of this Agreement due to the expiration of the Term, then the
      Executive shall be entitled to no compensation or other benefits of any kind
      whatsoever, other than the Accrued Obligations. The Executive’s Options (to the
      extent vested as of the Termination Date) in such event shall be exercisable
      for
      up to twelve months following the Termination Date. In addition, if the
      Executive elects COBRA Coverage following the Termination Date, the Executive
      shall be required to pay the full applicable premium cost for the remainder
      of
      the COBRA Coverage period. 

     

    (f) Release.
      Payment
      of any amounts under this Section 5 (other than the Accrued Obligations)
      shall be contingent upon Executive executing a general release of claims in
      favor of the Employer, its subsidiaries and affiliates, and their respective
      officers, directors, shareholders, partners, members, managers, agents or
      employees, which release shall be provided to the Executive within five business
      days following the Termination Date, and which must be executed by the Executive
      and become effective within thirty days thereafter. Severance payments under
      this Section 5 that are contingent upon such release shall commence within
      ten days after such release becomes effective. Upon delivery of such release
      by
      the Executive, the Employer shall deliver a general release to the Executive
      in
      his favor.

     

    (g) Termination
      With Cause.
      The
      Employer may terminate this Agreement immediately for “Cause” by giving written
      notice to the Executive. In the event that this Agreement is terminated pursuant
      to this Section 5(g), the Executive shall be entitled to no compensation or
      other benefits of any kind whatsoever for any period after the Termination
      Date
      set forth in the notice given by the Employer to the Executive, except for
      the
      Accrued Obligations. The Executive’s Options, to the extent not vested as of the
      Termination Date, shall be forfeited and, with the exception of termination
      pursuant to either Section 5(h)(i)(6), 5(h)(i)(7) or 5(h)(i)(8), all vested
      Options may only be exercised for a period of thirty days after the Termination
      Date. In the event Employer terminates this Agreement pursuant to either Section
      5(h)(i)(6), 5(h)(i)(7) or 5(h)(i)(8), all vested Options may be exercised during
      their original terms as set forth in Section 3(c) above. Notwithstanding the
      foregoing, if this Agreement is terminated pursuant to Section 5(h)(i)(7),
      Executive shall receive an additional three months of Base Salary.

     

    (h) Definitions.

     

    (i) “Cause”
shall
      mean: (1) the Executive’s gross negligence in the performance of the
      material responsibilities of his office or position; (2) the Executive’s
      gross or willful misconduct in the performance of the material responsibilities
      of his office or position; (3) material failure or refusal by the Executive
      to perform his duties, as such may be reasonably assigned to him from time
      to
      time, other than by reason of his disability, or other acts or omissions
      constituting material neglect or dereliction of his duties; (4) any
      conviction by a court of law of, or entry of a pleading of guilty or nolo
      contendre by Executive with respect to a felony; (5) the Executive’s
      embezzlement or intentional misappropriation of any property of the Employer
      (other than good faith expense account disputes or de minimis amounts);
      (6) the Executive’s breach of Section 6 of this Agreement; (7) the
      Employer’s failure to achieve at least one-half of the Performance Criteria for
      the most recently completed year; (8) the filing by a third party of a lawsuit
      against the Employer claiming that the entering into or performance of this
      Agreement violates the rights of such third party or interferes with an economic
      advantage or contract rights of such third party, and which lawsuit, in the
      opinion of the Employer’s board of directors, represents a significant burden on
      the Employer; (9) the Executive’s breach in any material respect with any other
      representation or covenant set forth herein; (10) fraud, dishonesty or
      other acts or omissions by the Executive that constitute a willful breach of
      his
      fiduciary duty to the Employer; or (11) the Executive’s use of alcohol or
      drugs which materially interferes with the performance of his duties hereunder
      or which materially compromises his integrity and reputation or the integrity
      and reputation of the Employer, or that of its employees, services or products.
      For purposes of this definition, an act or failure to act shall be considered
      “willful” only if done or omitted to be done without a good faith reasonable
      belief that such act or failure to act was in the best interests of the
      Employer. The Executive shall be given notice of the termination of his
      employment for Cause. If the Executive shall be terminated pursuant to
      clause (1), (2), (3), (6) or (9) above, the Executive shall be given a
      reasonable period of time, not to exceed 30 days, to cure the matter (if
      curable). In all other cases, termination shall be effective as of the date
      notice is given. 

     

    
      
        
        

      

      
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    (ii) “Disability”
shall
      mean that Executive is incapable of performing his principal duties due to
      physical or mental incapacity or impairment for 180 consecutive days, or for
      240
      non-consecutive days, during any 12-month period. 

     

    (iii) “Good
      Reason”
shall
      mean (a) a material adverse reduction in the Executive’s duties and
      responsibilities without his consent, or a reduction in the Executive’s title or
      positions (other than during any period of illness or disability); (b) a
      material breach by the Employer of a material term of the Agreement,
      (c) any reduction, without Executive’s consent, of Executive’s Base Salary,
      (d) any diminution, without Executive’s consent, in the Performance
      Criteria used to determine the Executive’s bonus opportunity under
      Section 3(b), or (e) a change of control. No failure described in
      clauses (a), (b), (c), or (d) shall constitute “Good Reason” unless the
      Executive provides the Board with written notice of the Executive’s objection to
      such failure within thirty (30) days after such failure first occurs, and the
      Employer is afforded an opportunity to cure such failure within 30 days after
      the Board’s receipt of such notice. As used herein, a “change
      of control”
means
      the acquisition by an unaffiliated party of not less than 90% of the capital
      stock or all of the assets of the Employer.

     

    (iv) “Severance
      Amount,”
for
      purposes of Section 5(c), shall mean an amount equal to the lesser of
      the aggregate Base Salary for the remaining period of the Term or twelve months
      Base Salary, in each case at the rate in effect as of the Executive’s
      Termination Date.

     

    (v) “Severance
      Period,”
for
      purposes of Section 5(c), shall mean the remaining period of the
      Term.

     

    
      
        
        

      

      
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    Section
      6. Confidentiality
      and Covenants Against Competition, Solicitation,
      Disparagement.

     

    (a) The
      Executive agrees that his services hereunder are of a special, unique,
      extraordinary and intellectual character, and his position with the Employer
      places him in a position of confidence and trust with employees, customers,
      and
      suppliers of the Employer. The Executive further agrees and acknowledges that
      in
      the course of the Executive’s employment with the Employer, the Executive has
      been and will be privy to confidential information of the Employer. The
      Executive consequently agrees that it is reasonable and necessary for the
      protection of the trade secrets, goodwill and business of the Employer that
      the
      Executive make the covenants contained herein. Accordingly, the Executive agrees
      that while employed by the Employer and during the “Restrictive Period” (defined
      below in Section 6(b)(iv)) except as contained in Section 6(j) of this
      Employment Agreement, the Executive shall not (without the express prior written
      consent of the Employer), anywhere in the world, directly or
      indirectly,

     

    (i) become
      Associated With any Competing Business;

     

    (ii) solicit,
      sell, call upon or induce others to solicit, sell or call upon, directly or
      indirectly, any customer or prospective customer of the Employer for the purpose
      of inducing any such customer or prospective customer to purchase, license
      or
      lease a product or service of a Competing Business; or

     

    (iii) employ,
      solicit for employment, or advise or recommend to any other person that they
      employ or solicit for employment or retention as a consultant, any person who
      is, or was at any time within twelve (12) months prior to the last day of
      Executive’s employment with the Employer, an employee of, or exclusive
      consultant to, the Employer.

     

    (b) For
      purposes of this Section 6, the term:

     

    (i) “Employer”
shall
      include the Employer, and any of its subsidiaries or affiliates.

     

    (ii) “Competing
      Business”
means
      that portion or segment of the business of any person, corporation (for profit
      or not for profit) or other entity which, directly or indirectly, engages in
      the
      manufacture, development, licensing, sale, and/or leasing of GPS and Wi-Fi
      software and hardware for use in golf course operations, residential community
      developments and other recreational and industrial applicants, except that
      Competing Business shall not include the sale or leasing of the Units referred
      to in Section 2 which the Executive currently owns, and the financing of new
      Systems for golf courses.

     

    (iii) “Associated
      With”
means
      serving as an owner, officer, employee, independent contractor, agent or a
      holder of 5% or more of any class of equity securities of, director, trustee,
      member, consultant or partner of any person, corporation (for profit or not
      for
      profit) or other entity engaged in a Competing Business.

     

    (iv) “Restrictive
      Period”
means
      the twelve-month period commencing from the Executive’s date of termination with
      the Employer. 

     

    
      
        
        

      

      
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    (c) If
      the
      Executive or Employer commits a breach or is about to commit a breach, of any
      of
      the provisions of this Section 6, the Employer or the Executive shall have
      the right to have the provisions of this Agreement specifically enforced by
      any
      court having equity jurisdiction without being required to post bond or other
      security and without having to prove the inadequacy of the available remedies
      at
      law, it being acknowledged and agreed that any such breach or threatened breach
      will cause irreparable injury to the Employer or Executive and that money
      damages will not provide an adequate remedy to the Employer. In addition, the
      Employer may take all such other actions and remedies available to it under
      law
      or in equity and shall be entitled to such damages as it can show it has
      sustained by reason of such breach.

     

    (d) Executive
      shall not make any negative or disparaging comments regarding the Employer
      or
      its subsidiaries or affiliates, or any of their respective officers, directors,
      shareholders, partners, members, managers, agents or employees (collectively,
      the “Representatives”),
      including regarding the performance of the Employer or such subsidiaries or
      affiliates, or otherwise take any action that could reasonably be expected
      to
      adversely affect the Employer or its subsidiaries or affiliates or the personal
      or professional reputation of any of their respective Representatives; and
      the
      Employer and its Representatives shall not make any negative or disparaging
      comments regarding Executive, or otherwise take any action that could reasonably
      be expected to adversely affect the personal or professional reputation of
      Executive. Disclosure of information required to be disclosed by either party
      pursuant to any applicable law, court order, subpoena, compulsory process of
      law, or governmental decree shall not constitute a violation or breach of this
      Section 6(d); provided,
      that
      the disclosing party delivers written notice of such required disclosure to
      the
      other parties promptly before making such disclosure if such notice is not
      prohibited by applicable law, court order, subpoena, compulsory process of
      law,
      or governmental decree.

     

    (e) The
      Executive further agrees that all documents, reports, plans, proposals,
      marketing and sales plans, customer lists, or materials principally relating
      to
      the businesses of the Employer or any of its subsidiaries or affiliates and
      made
      by the Executive or that came or come into the Executive’s possession by reason
      of the Executive’s employment by the Employer are the property of such entities
      and shall not be used by the Executive in any way adverse to the interests
      of
      the Employer or any of its subsidiaries or affiliates. The Executive will not,
      during the Term and thereafter, deliver, reproduce or in any way allow such
      documents or things to be delivered or used by any third party without specific
      direction or consent of a duly authorized representative of the Employer. During
      or after termination of the Executive’s employment with the Employer, the
      Executive will not publish, release or otherwise make available to any third
      party any information describing any trade secret or other confidential
      information of the Employer without prior specific written authorization of
      the
      Employer. 

     

    (f) During
      the Term and thereafter, the Executive will regard and preserve as confidential
      all trade secrets and other confidential information pertaining to the business
      of the Employer that have been or may be obtained by the Executive by reason
      of
      the Executive’s employment by the Employer. The Executive will not, without
      written authority from the Employer to do so, use for the Executive’s own
      benefit or purposes, nor disclose to others, either during the Executive’s
      employment by the Employer or thereafter any trade secret or other confidential
      information relating to the business of the Employer, except as required in
      the
      course of the Executive’s employment with the Employer, or as required by law,
      or as (and only to the extent) required pursuant to legal process or by an
      order
      of a court having competent jurisdiction or under subpoena from an appropriate
      government agency (and then only after providing the Employer with the
      opportunity to prevent such disclosure or to receive confidential treatment
      for
      the confidential information required to be disclosed); and the Executive will
      not take or retain or copy any of the information, customer lists, or other
      documents of the Employer. This Section 6(f) shall not apply with respect
      to information which has been voluntarily disclosed to the public by or with
      the
      consent of the Employer, independently developed and disclosed by others, or
      otherwise enters the public domain through lawful means.

     

    
      
        
        

      

      
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          11
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    (g) For
      purposes of this Agreement, the term “trade
      secret”
shall
      include, but not be limited to, information encompassed in all plans, proposals,
      marketing and sales plans, customer lists, mailing lists, financial information,
      costs, pricing information, and all concepts or ideas in or reasonably related
      to the businesses of the Employer (whether or not divulged by the Executive
      or
      other employees or agents of the Employer) that have not previously been
      publicly released by duly authorized representatives of the
      Employer.

     

    (h) Executive
      acknowledges that the type and periods of restriction imposed in the provisions
      of this Section 6 are fair and reasonable and are reasonably required for
      the protection of the Employer and the goodwill associated with the business
      of
      the Employer; and that the time, scope, geographic area and other provisions
      of
      this Section 6 have been specifically negotiated by sophisticated parties
      and are given as an integral part of this Agreement. The Executive specifically
      acknowledges that the restrictions contemplated by this Agreement will not
      prevent him from being employed or earning a livelihood. If any of the covenants
      in this Section 6, or any part thereof, is hereafter construed to be
      invalid or unenforceable, the same shall not affect the remainder of the
      covenants, which shall be given full effect, without regard to the invalid
      portions. If any of the covenants contained in this Section 6, or any part
      thereof, is held to be unenforceable because of the duration of such provision
      or the area covered thereby, the parties agree that the court making such
      determination shall have the power to reduce the duration and/or areas of such
      provision and, in its reduced form, such provision shall then be enforceable.
      The parties hereto intend to and hereby confer jurisdiction to enforce the
      covenants contained in this Section 6 upon the courts of any state or other
      jurisdiction within the geographical scope of such covenants. In the event
      that
      the courts of any one or more of such states or other jurisdictions shall hold
      such covenants wholly unenforceable by reason of the breadth of such scope
      or
      otherwise, it is the intention of the parties hereto that such determination
      not
      bar or in any way affect the right of the Employer to the relief provided above
      in the courts of any other states or other jurisdictions within the geographical
      scope of such covenants, as to breaches of such covenants in such other
      respective states or other jurisdictions, the above covenants as they relate
      to
      each state or other jurisdiction being, for this purpose, severable into diverse
      and independent covenants. The existence of any claim or cause of action by
      the
      Executive against the Employer shall not constitute a defense to the enforcement
      by the Employer of the foregoing restrictive covenants, but such claim or cause
      of action shall be determined separately.

     

    (i) The
      Executive further agrees that a copy of a summons and complaint seeking the
      entry of such order may be served upon the Executive by certified mail, return
      receipt requested, at the address set forth above or at any other address which
      the Executive shall designate in a writing addressed to the Employer in the
      manner that notices are to be addressed pursuant to Section 9 of this
      Agreement.

     

    
      
        
        

      

      
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    (j) The
      Employer fully acknowledges that the Executive owns existing businesses that
      sell, operate, install, refurbish, and finance, but do not manufacture, GPS
      golf
      systems throughout the world (“Executive’s
      Business”).
      Immediately after the earlier of December 31, 2011 or the Termination Date
      the
      Executive will be able to continue Executive’s Business without restriction in
      the same manner as of the date immediately prior to the Effective Date, it
      being
      understood that such action shall not constitute a breach under this Agreement.
      

     

    Section
      7. Assignment
      of Developments; Works for Hire.
      If at
      any time or times during Executive’s employment with the Employer, the Executive
      shall (either alone or with others) make, conceive, discover or reduce to
      practice any invention, modification, discovery, design, development,
      improvement, process, software program, work-of-authorship, documentation,
      formula, data, technique, know-how, secret or intellectual property right
      whatsoever or any interest therein (whether or not patentable or registrable
      under copyright or similar statutes or subject to analogous protection) (herein
      called “Developments”)
      that
      (a) relates to the business of the Employer (or any subsidiary or affiliate
      of the Employer) or any customer of or supplier to the Employer (or any of
      its
      subsidiaries or affiliates) or any of the products or services being developed,
      manufactured, sold or provided by the Employer or which may be used in relation
      therewith or (b) results from tasks assigned to the Executive by the
      Employer, such Developments and the benefits thereof shall immediately become
      the sole and absolute property of the Employer and its assigns, and the
      Executive shall promptly disclose to the Employer (or any persons designated
      by
      it) each such Development and hereby assigns any rights the Executive may have
      or acquire in the Developments and benefits and/or rights resulting therefrom
      to
      the Employer and its assigns without further compensation and shall communicate,
      without cost or delay, and without publishing the same, all available
      information relating thereto (with all necessary documentation, plans and
      models) to the Employer.

     

    Upon
      disclosure of each Development to the Employer, the Executive will, during
      the
      Term and at any time thereafter, at the request and cost of the Employer, sign,
      execute, make and do all such deeds, documents, acts and things as the Employer
      and its duly authorized agents may reasonably require:

     

    (a) to
      apply
      for, obtain and vest in the name of the Employer alone (unless the Employer
      otherwise directs) letters patent, copyrights, trademarks, service marks or
      other analogous protection in any country throughout the world and when so
      obtained or vested to renew and restore the same; and

     

    (b) to
      defend
      any opposition proceedings in respect of such applications and any opposition
      proceedings or petitions or applications for revocation of such letters patent,
      copyrights, trademarks, service marks or other analogous
      protection.

     

    In
      the
      event the Employer is unable, after commercially reasonable effort, to secure
      the Executive’s signature on any letters patent, copyrights, trademarks, service
      marks or other analogous protection relating to a Development, whether because
      of the Executive’s physical or mental incapacity or for any other reason
      whatsoever, the Executive hereby irrevocably designates and appoints the
      Employer and its duly authorized officers and agents as the Executive’s agent
      and attorney-in-fact, to act for and on his behalf and stead to execute and
      file
      any such application or applications and to do all other lawfully permitted
      acts
      to further the prosecution and issuance of any such letters patent, copyrights,
      trademarks, service marks and other analogous protection thereon with the same
      legal force and effect as if executed by the Executive. Notwithstanding the
      foregoing, it is understood and agreed that all intellectual property rights
      relating to the Units and the Units themselves referred to in Section 2 which
      the Executive currently owns are and will continue to be the property of the
      Executive or his assignee.

     

    
      
        
        

      

      
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    Section
      8. Withholding
      Taxes.
      The
      Employer may directly or indirectly withhold from any payments to be made under
      this Agreement all Federal, state, city or other taxes and all other deductions
      as shall be required pursuant to any law or governmental regulation or ruling
      or
      pursuant to any contributory benefit plan maintained by the
      Employer.

     

    Section
      9. Notices.
      All
      notices, requests, demands and other communications required or permitted
      hereunder shall be given in writing, and shall be deemed effective upon
      (a) personal delivery, if delivered by hand, (b) three days after the
      date of deposit in the mails, postage prepaid, if mailed by certified or
      registered United States mail, or (c) the next business day, if sent by a
      prepaid overnight courier service, and in each case addressed as
      follows:

     

    
      	
            	(a)	
              To
                the Employer:

            


    

     

    
      	
              GPS
                Industries, Inc.

              5500
                152nd Street, Suite 214

              Surrey,
                B.C. V3S 5J9, Canada

              Attn:
                Chairman of the Board

            
	 
	
              with
                a copy (which shall not be deemed notice) to:

              David
                L. Ficksman, Esq.

              TroyGould
                PC

              1801
                Century Park East, 16th Floor

              Los
                Angeles, CA 90067

            


    

    
    

     

    
      	
            	(b)	
              To
                the Executive:

            


    

     

    
      	
              to
                the Executive at the Executive’s address listed
                above.

            


    

     

    or
      to
      such other address as either party shall have previously specified in writing
      to
      the other.

     

    Section
      10. No
      Attachment.
      Except
as required by law, no right to receive payments under this Agreement shall
      be
      subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
      charge, pledge, or hypothecation or to execution, attachment, levy or similar
      process or assignment by operation of law, and any attempt, voluntary or
      involuntary, to effect any such action shall be null, void and of no effect;
      provided, however, that nothing in this Section 10 shall preclude the
      assumption of such rights by executors, administrators or other legal
      representatives of the Executive or the Executive’s estate and their assigning
      any rights hereunder to the person or persons entitled thereto.

     

    
      
        
        

      

      
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    Section
      11. Binding
      Agreement; No Assignment.
      This
      Agreement shall be binding upon, and shall inure to the benefit of, the
      Executive, the Employer and their respective permitted successors, assigns,
      heirs, beneficiaries and representatives. This Agreement is personal to the
      Executive and may not be assigned by the Executive without the prior written
      consent of the Board, as evidenced by a resolution of the Board. Any attempted
      assignment in violation of this Section 11 shall be null and
      void.

     

    Section
      12. Governing
      Law.
      This
      Agreement, and all matters arising directly or indirectly from this Agreement,
      shall be governed by, and construed and interpreted in accordance with, the
      laws
      of the State of Nevada, without giving effect to the choice of law provisions
      thereof.

     

    Section
      13. Entire
      Agreement.
      This
      Agreement shall constitute the entire agreement between the parties with respect
      to the terms of Executive’s employment relationship with Employer, and
      supersedes all previous written, oral or implied understandings between them
      with respect to Executive’s employment by Employer. 

     

    Section
      14. Amendments.
      This
      Agreement may only be amended or otherwise modified by a writing executed by
      each of the parties hereto.

     

    Section
      15. Survivorship.
      The
      provisions of Sections 5 through 13 hereof and this Section 15 shall
      survive the termination of this Agreement.

     

    Section
      16. Indemnification.
      Except
      to the extent of any breach by the Executive of any provision of this Agreement,
      the Employer shall indemnify, defend and hold the Executive harmless for actions
      and omissions as an officer and/or director of the Employer to the extent set
      forth in the Employer’s By-laws and/or Articles of Incorporation, as applicable.
      The Employer agrees that the Executive shall be covered by directors and
      officers insurance coverage during the Term on the same basis as the Employer
      maintains such coverage for other officers and directors of the Employer. The
      Executive shall indemnify, defend and hold the Employer harmless from damages
      incurred or payments made by the Employer arising out of a breach by the
      Executive of Section 1(b) of this Agreement.

     

    Section
      17. Key
      Man Life Insurance.
      The
      Executive agrees to cooperate with the Employer in obtaining any key man life
      insurance coverage insuring the Executive’s life and to submit to such physical
      examinations as may be needed to secure such coverage.

     

    Section
      18. Counterparts.
      This
      Agreement may be executed in any number of counterparts or facsimile copies,
      each of which when executed shall be deemed to be an original and all of which
      together shall be deemed to be one and the same instrument.

     

    Section
      19. Legal
      Counsel.
      Executive represents that he is knowledgeable and sophisticated as to business
      matters, including the subject matter of this Agreement, that he has read this
      Agreement and that he understands its terms. Executive acknowledges that, prior
      to assenting to the terms of this Agreement, he has been given a reasonable
      period of time to review it, to consult with counsel of his choice, and to
      negotiate at arm’s-length with the Employer as to its contents. Executive and
      the Employer agree that the language used in this Agreement is the language
      chosen by the parties to express their mutual intent, and that they have entered
      into this Agreement freely and voluntarily and without pressure or coercion
      from
      anyone.

     

    
      
        
        

      

      
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    Section
      20. Section 409A.
      This
      Agreement shall be interpreted to avoid any penalty sanctions under
      Section 409A of the Code (“Section 409A”)
      and
      regulations promulgated thereunder. Notwithstanding anything contained herein
      to
      the contrary, the Executive shall not be considered to have terminated
      employment with the Employer for purposes of the payments and benefit of
      Section 5 hereof unless he would be considered to have incurred a
“termination of employment” from the Employer within the meaning of Treasury
      Regulation §1.409A-1(h)(1)(ii). For purposes of Section 409A, each
      payment made under this Agreement shall be treated as a separate payment. In
      no
      event may the Executive, directly or indirectly, designate the calendar year
      of
      payment. 

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      Employer has caused this Agreement to be executed and delivered by its duly
      authorized officer and the Executive has signed this Agreement, all as of the
      first date written above.

     

    
      
        	 	
                GPS
                  INDUSTRIES, INC.

              
	 	 
	 	
                By:

              	
                /s/
                  Marc Potter

              
	 	 	
                Name:

              	
                Marc
                  Potter

              
	 	 	
                Title:

              	
                Principal
                  Executive Officer

              


      

    

     

    
      	 	EXECUTIVE:
	 	 
	 	David
              Chessler
	 	
              /s/
                David Chessler

            
	
               

            
	
               

            


    

     

    
      
        
        

      

      
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          17
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