EXHIBIT
        10.1

       

    

    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT, dated as of June 1, 2007 (the “Agreement”),
      is by
      and among Direct Golf Services (the “Company”),
      the
      shareholders of the Company as listed in Schedule
      A
      hereto
      (collectively, the “Seller”),
      and
      GPS Industries, Inc., a Nevada corporation (the “Purchaser”).

     

    WITNESSETH:

     

    WHEREAS,
      the Seller owns all issued and outstanding shares of capital stock of the
      Company (the “Company
      Shares”);
      and

     

    WHEREAS,
      the Seller desires to sell to the Purchaser, and the Purchaser desires to
      purchase, the Company Shares on the terms and conditions set forth below;
      and

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual representations,
      warranties and agreements set forth herein, the parties hereto agree as
      follows:

     

    I.

    SALE
      AND PURCHASE OF SHARES

     

    1.1 Transfer
      of Shares.
      Subject
      to the terms and conditions set forth in this Agreement and in reliance upon
      the
      representations and warranties of the Seller and the Purchaser herein set forth,
      at the Closing, the Seller shall sell, transfer, convey, assign and deliver
      to
      the Purchaser, and the Purchaser shall purchase from the Seller, by appropriate
      bills of sale, assignments and other instruments satisfactory the Purchaser
      and
      its counsel, good and marketable title in and to the Company
      Shares.

     

    II.

    PURCHASE
      PRICE, PAYMENT AND RELATED MATTERS

     

    2.1 Purchase
      Price.
      At the
      Closing, the Purchasers shall pay to the Seller for the Company Shares the
      aggregate sum of US$800,000 (the “Purchase
      Price”).
      The
      Purchase Price shall consist of the following:

     

    (a) US$200,000
      cash, payable by certified or cashier’s check or wire transfer of immediately
      available funds into a bank account designated in writing by the Seller on
      or
      prior to the Closing; and

     

    (b) 6,000,000
      restricted shares of common stock of Purchaser, $0.001 par
      value
      per share (“GPS
      Shares”).

     

    2.2 Transfer
      Taxes.
      The
      Seller shall be solely responsible for the payment of any and all federal and
      state income taxes incident to the sale and transfer of the Company Shares
      contemplated herein.


    
      
        
        

      

      
        Exhibit
          10.1 - 1

        
          

        

      

      
        
        

      

    


    III.

    THE
      CLOSING

     

    3.1 Time
      and Place of Closing.
      The
      closing of the transactions contemplated hereby (the “Closing”)
      shall
      take place at the offices of Troy & Gould Professional Corporation on the
      date hereof (the “Closing
      Date”)
      at
      10:00 a.m., it being understood and agreed that the Closing shall be deemed
      to
      occur as of June 1, 2007.

     

    3.2 Actions
      at the Closing.
      At the
      Closing, the Seller and the Purchaser shall take such action and execute and
      deliver such agreements and other documents and instruments as necessary or
      appropriate to effect the transactions contemplated by this Agreement in
      accordance with its terms and conditions, including, without limitation, the
      following:

     

    (a) The
      Purchaser shall pay and deliver to the Sellers the Purchase Price payable as
      provided in Section 2.1 and issue share certificates to the shareholders as
      listed in Schedule A 

     

    (b) The
      Seller shall deliver to the Purchaser certificates representing all Company
      Shares, together with stock powers duly endorsed for transfer of the Company
      Shares to the Purchaser;

     

    (c) Seller
      shall execute and deliver to the Buyer a general release substantially in the
      form of Exhibit A
      hereto
      (the “General
      Release”);

     

    IV.

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

     

    Each
      Seller hereby represents and warrants to the Purchaser that:

     

    4.1 Title
      to Company Shares.
      The
      Seller is the sole legal and beneficial owner of the Company Shares, and upon
      consummation of the purchase contemplated herein, the Purchaser will acquire
      from the Seller good and marketable title to the Company Shares, free and clear
      of all liens, claims, encumbrances or restrictions.

     

    4.2 Authority
      to Execute and Perform Agreements.
      The
      Seller has the full right, power and authority to enter into, execute and
      deliver this Agreement and to transfer, convey and sell to the Purchaser at
      the
      Closing the Company Shares.

     

    4.3 Enforceability.
      This
      Agreement has been duly and validly executed by the Seller and (assuming the
      due
      authorization, execution and delivery of Purchaser) constitutes the legal,
      valid
      and binding obligation of the Seller, enforceable in accordance with its terms,
      except as the same may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting creditors’ rights generally
      or by general equitable principles affecting the enforcement of
      contracts.

     

    4.4 No
      Violation.
      The
      execution or delivery by the Seller of this Agreement does not violate in any
      material respect any applicable law or any judgment, order or decree of any
      court, and will not result in the creation or imposition of any lien, charge
      or
      other encumbrance upon the Company Shares.


    
      
        
        

      

      
        Exhibit
          10.1 - 2

        
          

        

      

      
        
        

      

    


    4.5 Non-Contravention.
      Neither
      the execution and delivery of this Agreement or the other agreements
      contemplated hereby to be executed by the Seller nor the consummation by the
      Seller of the transactions contemplated hereby or thereby does or would after
      the giving of notice or the lapse of time or both, (i) conflict with, result
      in
      a breach of, constitute a default under, or violate the charter documents of
      the
      Company or, (ii) conflict with, result in a breach of, constitute a default
      under, result in the acceleration of, create in any party the right to
      accelerate, terminate, amend, modify, cancel or refuse to perform under, or
      require any notice under any agreement, contract, commitment, license, lease,
      instrument or other arrangement to which either of the Seller or the Company
      is
      a party or by which either of them is bound; or (iii) result in the
      creation of, or give any party the right to create, any lien or other rights
      or
      adverse interests upon any right, property or asset of the Company or the
      Seller.

     

    4.6 Securities
      Laws.
      The
      Company Shares were issued in full compliance with all applicable laws relating
      to the issuance or sale of securities, and the Seller has obtained all necessary
      permits and other authorizations or orders of exemption as may be necessary
      or
      appropriate under all applicable laws relating to the issuance or sale of
      securities with respect to the transactions contemplated herein.

     

    4.7 No
      Adverse Litigation.
      The
      Seller is not a party to any pending litigation, which seeks to enjoin or
      restrict the Seller’s ability to sell or transfer the Company Shares hereunder,
      nor is any such litigation threatened against the Seller. Furthermore, there
      is
      no litigation pending or threatened against the Seller, which, if decided
      adversely to the Seller, could adversely affect the Seller’s ability to
      consummate the transactions contemplated herein or the Purchaser’s ownership of
      the Company shares.

     

    4.8 Representations
      with Respect to the Company.
      

     

    (a) The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of England.

     

    (b) The
      Company does not own, directly or indirectly, any capital stock, equity or
      interest in any corporation, firm, partnership, joint venture or other
      entity.

     

    (c) The
      authorized capital stock of the Company consists solely of 1,000 shares of
      Ordinary Shares, of which two (2) shares are issued. All of the outstanding
      shares of Ordinary Shares have been duly authorized, validly issued, fully
      paid
      and nonassessable, and have not been issued in violation of any preemptive
      right
      of stockholders. There is no outstanding voting trust agreement or other
      contract, agreement, arrangement, option, warrant, call, commitment or other
      right of any character obligating or entitling the Company to issue, sell,
      redeem or repurchase any of its securities, and, there is no outstanding
      security of any kind convertible into or exchangeable for any shares of the
      capital stock of the Company. The Company has not granted registration rights
      to
      any person. 

     

    (d) Except
      as
      disclosed on the balance sheet of the Company as of June 1, 2007, the Company
      does not have any (a) assets of any kind or (b), commitments, liabilities or
      obligations, whether secured or unsecured, accrued, determined, absolute or
      contingent, asserted or unasserted or otherwise. 


    
      
        
        

      

      
        Exhibit
          10.1 - 3

        
          

        

      

      
        
        

      

    


    (e) The
      Company has provided true, correct and accurate copies of its balance sheets,
      statements of earnings, changes in holders’ equity and cash flow to the
      Purchaser, all of which fairly
      present the financial position of the Company and the results of earnings and
      cash flow thereof, as of the dates indicated for the periods
      indicated.

     

    (f) The
      Company has filed all tax returns and reports which were required to be filed
      on
      or prior to the date hereof in respect of all income, withholding, franchise,
      payroll, excise, property, sales, use, value-added or other taxes or levies,
      imposts, duties, license and registration fees, charges, assessments or
      withholdings of any nature whatsoever (together, “Taxes”),
      and
      has paid all Taxes (and any related penalties, fines and interest) which have
      become due pursuant to such returns or reports or pursuant to any assessment
      which has become payable, or, to the extent its liability for any Taxes (and
      any
      related penalties, fines and interest) has not been fully discharged, the same
      have been properly reflected as a liability on the books and records of the
      Company and adequate reserves therefore have been established. 

     

    (g) There
      are
      no instruments, agreements, indentures, mortgages, guarantees, notes,
      commitments, accommodations, letters of credit or other arrangements or
      understandings, whether written or oral, to which the Company is a
      party.

     

    (h) The
      Company has conducted its business in material compliance with all applicable
      laws, ordinances, rules, regulations, court or administrative order, decree
      or
      process (“Applicable
      Law”).
      The
      Company has not received any notice of violation or claimed violation of any
      Applicable Law.

     

    (i) There
      is
      no claim, dispute, action, suit, proceeding or investigation pending or, to
      the
      knowledge of Seller, threatened, against the Company, or challenging the
      validity or propriety of the transactions contemplated by this Agreement, at
      law
      or in equity or admiralty or before any federal, state, local, foreign or other
      governmental authority, board, agency, commission or instrumentality, nor to
      the
      knowledge of the Seller, has any such claim, dispute, action, suit, proceeding
      or investigation been pending or threatened, during the twelve month period
      preceding the date hereof. There is no outstanding judgment, order, writ,
      ruling, injunction, stipulation or decree of any court, arbitrator or federal,
      state, local, foreign or other governmental authority, board, agency, commission
      or instrumentality, against the Company. The Company has not received any
      written or verbal inquiry from any federal, state, local, foreign or other
      governmental authority, board, agency, commission or instrumentality concerning
      the possible violation of any Applicable Law.

     

    4.9 Interested
      Party Transactions.
      The
      Company is not indebted to the Seller or any of them or to any director, officer
      or employee of the Company (except for amounts due as salaries, bonuses,
      commissions and reimbursements of expenses in the ordinary course of the
      Company’s business), and no such person is indebted to the
      Company.


    
      
        
        

      

      
        Exhibit
          10.1 - 4

        
          

        

      

      
        
        

      

    


    4.10 No
      Broker.
      No
      broker, finder, agent or similar intermediary has acted for or on behalf of
      Seller or is entitled to a fee or commission in connection with this Agreement
      or the transactions contemplated hereby.

     

    4.11 Investment
      Purpose.

     

    (a) The
      Seller is acquiring the GPS Shares for investment for its own account and not
      as
      a nominee or agent, and not with a view to the resale or distribution of any
      part thereof, and the Seller has no present intention of selling, granting
      any
      participation in, or otherwise distributing the same. The Seller further
      represents that he does not have any contract, undertaking, agreement or
      arrangement with any person to sell, transfer or grant participation to such
      person or to any third person, with respect to any of the GPS
      Shares.

     

    (b) The
      Seller understands that the sale of the GPS Shares hereunder is not being
      registered under the Securities Act of 1933, as amended (the “Securities
      Act”),
      on
      the ground that the sale is exempt from registration under the Securities Act,
      and that the Seller’s reliance on such exemption is predicated, in part, on the
      Seller’s representations set forth herein. The Seller is not a “U.S.
      person”
as
      that
      term is defined in Rule 902(k) of Regulation S under the Securities
      Act.

     

    4.12 Restricted
      Securities.
      The
      Seller understands that the GPS Shares may not be sold, transferred, or
      otherwise disposed of without registration under the Securities Act or an
      exemption therefrom, and that in the absence of an effective registration
      statement covering the GPS Shares or any available exemption from registration
      under the Securities Act, the GPS Shares must be held indefinitely. The Seller
      is aware that the GPS Shares may not be sold pursuant to Rule 144 promulgated
      under the Securities Act unless all of the conditions of that Rule are met.
      Among the conditions for use of Rule 144 may be the availability of current
      information to the public about the Seller.

     

    V.

    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

     

    The
      Purchaser represents and warrants to the Seller that:

     

    5.1 Organization;
      Authority; Due Authorization.
      The
      Purchaser is duly organized, validly existing and in good standing under the
      laws of the state of Nevada, and has all requisite corporate power, authority
      and approvals required to enter into, execute and deliver this Agreement and
      to
      perform fully its obligations hereunder. The Purchaser has taken all actions
      necessary to authorize it to enter into and perform fully its obligations under
      this Agreement and to consummate the transactions contemplated herein. This
      Agreement is the legal, valid and binding obligation of Purchaser, enforceable
      in accordance with its terms.

     

    5.2 No
      Violation.
      The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated herein will not (a) violate, conflict with, or
      constitute a default under any contract or other instrument to which the
      Purchaser is a party or by which it or its property is bound, (b) require the
      consent of any party to any material contract or other agreement to which
      Purchaser is a party or by which it or its property is bound, or
      (c) violate any laws or orders to which Purchaser or its property is
      subject.


    
      
        
        

      

      
        Exhibit
          10.1 - 5

        
          

        

      

      
        
        

      

    


    5.3 Capitalization.
      The
      authorized capital stock of Purchaser consists of (i) 1,600,000,000 shares
      of
      common stock, par value $0.001, of which 376,533,966 shares are outstanding
      as
      of the date of this Agreement and (ii) 50,000,000 shares of preferred stock,
      of
      which 3,124,089 shares are outstanding. The GPS Shares have been duly
      authorized, validly issued, fully paid and nonassessable, and have not been
      issued in violation of any preemptive right of stockholders. 

     

    5.4 No
      Broker.
      No
      broker, finder, agent or similar intermediary has acted for or on behalf of
      Purchaser or is entitled to a fee or commission in connection with this
      Agreement or the transactions contemplated hereby.

     

    VI.

    COVENANT
      NOT TO COMPETE

     

    6.1 Covenant
      Not to Compete.

     

    (a) Subject
      to the performance by the Purchaser of its obligations under this Agreement
      and
      the other agreements contemplated hereby, for a period of two years from and
      after the Closing Date, Seller shall not, directly or indirectly, as a partner,
      joint venturer, employer, employee, contractor, consultant, shareholder,
      director, officer, trustee, principal or agent engage in, control, advise with
      respect to, manage, act as a consultant to, receive any economic benefit from
      or
      exert any influence upon any business or businesses engaged in the business
      as
      conducted by the Company immediately prior to the Closing (the “Restricted
      Business”),
      in the
      United States, the United Kingdom and the European Community; provided that
      the
      Seller may, without violating this covenant, become employed or otherwise
      engaged by a given entity which engages in one or more businesses in addition
      to
      the Restricted Business, if such other businesses are separate and distinct
      from
      the Restricted Business and such Seller (i) is not involved in any way
      whatsoever in the Restricted Business either directly or indirectly through
      supervision of, administration of, or consultation to those involved in the
      Restricted Business, or otherwise and (ii) prior to accepting such employment
      or
      engagement, notifies such entity in writing that he is subject to this covenant
      not to compete, supplies a copy of such covenant to such entity and delivers
      a
      copy of such notice to the Purchaser; and provided further that the Seller
      may,
      without violating this covenant own as a passive investment not in excess of
      five percent of the securities of a corporation which engages in the Restricted
      Business if such securities are regularly and publicly traded on a national
      securities exchange or in the over-the-counter market.

     

    (b) Subject
      to the performance by the Purchaser of its obligations under this Agreement
      and
      the other agreements contemplated hereby, for a period of three years from
      and
      after the Closing Date, Seller shall not engage or participate in any effort
      or
      act to solicit the Company’s or Purchaser’s clients, associates or employees to
      cease doing business, or to cease their employment or association, with the
      Company or the Purchaser or interfere in any manner with the contractual or
      employment relationship between the Company or the Purchaser and any such
      client, associate or employee of the Company or Purchaser.


    
      
        
        

      

      
        Exhibit
          10.1 - 6

        
          

        

      

      
        
        

      

    


    (c) The
      Seller acknowledges that the foregoing territorial and time limitations are
      reasonable and properly required for the adequate protection of the Purchaser
      and that in the event that any such territorial or time limitation is deemed
      to
      be unreasonable and is then reduced by a court of competent jurisdiction, then,
      as reduced, the territorial or time limitation shall be enforced.

     

    (d) The
      Sellers acknowledge that the remedy at law for any breach or threatened breach
      by them of the agreements contained in this Section 6.1 will be inadequate
      and
      agree that the Purchaser, in the event of such breach or threatened breach, in
      addition to all other remedies available for such breach or threatened breach
      (including a recovery of damages), will be entitled to obtain preliminary or
      permanent injunctive relief without being required to prove actual damages
      or
      post bond and, to the extent permitted by applicable statutes and rules of
      procedure, a temporary restraining order (or similar procedural device) upon
      the
      commencement of such action. This Section 6.1 constitutes an independent and
      severable covenant and if any or all of the provisions of this Section 6.1
      are
      held to be unenforceable for any reason whatsoever, it will not in any way
      invalidate or affect the remainder of this Agreement which will remain in full
      force and effect. The Seller and Purchaser intend for the covenants of this
      Section 6.1 to be enforceable to the maximum extent permitted by law, and if
      any
      reviewing court deems any such covenants to be unenforceable or invalid, the
      Seller and the Purchaser authorize such court to reform the unenforceable or
      invalid provisions and to impose such restrictions as reformed and the remaining
      provisions as it deems reasonable.

     

    VII.

    INDEMNIFICATION

     

    7.1 Indemnity
      of the Seller.
      For a
      period of two (2) calendar years following the date of the Closing the Seller
      shall indemnify, defend and hold harmless the Purchaser from and against, and
      shall reimburse the Purchaser with respect to, all liabilities, losses, costs
      and expenses, including, without limitation, reasonable attorneys’ fees and
      disbursements (collectively the “Losses”)
      asserted against or incurred by such Purchaser by reason of, arising out of,
      or
      in connection with any material breach of any representation or warranty
      contained in this Agreement made by the Seller or in any document or certificate
      delivered by the Seller pursuant to the provisions of this Agreement or in
      connection with the transactions contemplated thereby.

     

    7.2 Indemnity
      of the Purchaser.
      The
      Purchaser agrees to indemnify, defend and hold harmless the Seller from and
      against, and to reimburse the Seller with respect to, all liabilities, losses,
      costs and expenses, including, without limitation, reasonable attorneys’ fees
      and disbursements, asserted against or incurred by the Seller by reason of,
      arising out of, or in connection with any material breach of any representation
      or warranty contained in this Agreement or made by the Purchaser or in any
      document or certificate delivered by the applicable Purchaser pursuant to the
      provisions of this Agreement or in connection with the transactions contemplated
      thereby.

     

    7.3 Indemnification
      Procedure.
      A party
      (an “Indemnified
      Party”)
      seeking indemnification shall give prompt notice to the other party (the
“Indemnifying
      Party”)
      of any
      claim for indemnification arising under this Article VII. The Indemnifying
      Party
      shall have the right to assume and to control the defense of any such claim
      with
      counsel reasonably acceptable to such Indemnified Party, at the Indemnifying
      Party’s own cost and expense, including the cost and expense of attorneys’ fees
      and disbursements in connection with such defense, in which event the
      Indemnifying Party shall not be obligated to pay the fees and disbursements
      of
      separate counsel for such in such action. In the event, however, that such
      Indemnified Party’s legal counsel shall determine that defenses may be available
      to such Indemnified Party that are different from or in addition to those
      available to the Indemnifying Party, in that there could reasonably be expected
      to be a conflict of interest if such Indemnifying Party and the Indemnified
      Party have common counsel in any such proceeding, or if the Indemnified Party
      has not assumed the defense of the action or proceedings, then such Indemnifying
      Party may employ separate counsel to represent or defend such Indemnified Party,
      and the Indemnifying Party shall pay the reasonable fees and disbursements
      of
      counsel for such Indemnified Party. No settlement of any such claim or payment
      in connection with any such settlement shall be made without the prior consent
      of the Indemnifying Party which consent shall not be unreasonably
      withheld.


    
      
        
        

      

      
        Exhibit
          10.1 - 7

        
          

        

      

      
        
        

      

    


    VIII.

    DELIVERIES

     

    8.1 Items
      to be delivered to the Purchasers.
      Concurrently herewith, the Seller shall deliver to the Purchaser the
      following:

     

    (a) Stock
      certificates representing the Company Shares and stock powers duly executed
      in
      blank; and

     

    (b) Any
      other
      document reasonably requested by the Purchaser that it deems necessary for
      the
      consummation of this transaction.

     

    8.2 Items
      to be delivered to the Seller.
      Concurrently with the Seller’s deliveries to the Purchaser as set forth in
      Section 8.1, the Purchaser shall pay and deliver to Seller US$200,000 cash
      and
      6,000,000 GPS Shares, as called for in Section 2.1.

     

    IX.

    MISCELLANEOUS

     

    9.1 Survival
      of Representations, Warranties and Agreements.
      All
      representations and warranties and statements made by a party to this Agreement
      or in any document or certificate delivered pursuant hereto shall survive the
      Closing Date for two years. Each of the parties hereto is executing and carrying
      out the provisions of this Agreement in reliance upon the representations,
      warranties and covenants and agreements contained in this Agreement or at the
      closing of the transactions herein provided for and not upon any investigation
      which it might have made or any representations, warranty, agreement, promise
      or
      information, written or oral, made by the other party or any other person other
      than as specifically set forth herein.

     

    9.2 Further
      Assurances.
      If, at
      any time after the Closing, the parties shall consider or be advised that any
      further deeds, assignments or assurances in law or any other things are
      necessary, desirable or proper to complete the transactions contemplated herein
      or to vest, perfect or confirm, of record or otherwise, the title to any
      property or rights of the parties hereto, the parties agree that their proper
      officers and directors shall execute and deliver all such proper deeds,
      assignments and assurances in law and do all things necessary, desirable or
      proper to vest, perfect or confirm title to such property or rights and
      otherwise to carry out the purpose of this Agreement, and that the proper
      officers and directors of the parties are fully authorized to take any and
      all
      such action.


    
      
        
        

      

      
        Exhibit
          10.1 - 8

        
          

        

      

      
        
        

      

    


    9.3 Notice.
      All
      communications, notices, requests, consents or demands given or required under
      this Agreement shall be in writing and shall be deemed to have been duly given
      when delivered to, or received by prepaid registered or certified mail or
      recognized overnight courier addressed to, or upon receipt of a facsimile sent
      to, the party for whom intended, as follows, or to such other address or
      facsimile number as may be furnished by such party by notice in the manner
      provided herein:

     

    
      	
              Attention:

            	 
	 	 
	
              If
                to the Seller:

            	
              Direct
                Golf Services

              18
                Hyde Gardens, Eastbourne

              East
                Sussex BN21 4PT England

              Attn:
                Ben Porter

            
	 	 
	
              If
                to the Purchaser:

            	
              GPS
                Industries, Inc.

              5500
                152nd Street, Suite 214

              Surrey,
                B.C. V3S 5J9 Canada 

              Attn:
                Chief Executive Officer

            
	 	 
	
              With
                a copy to:

            	
              David
                L. Ficksman, Esq.

              Troy
                & Gould Professional Corporation

              1801
                Century Park East, 16th
                Floor

              Los
                Angeles, California 90067

            


    

     

    9.4 Entire
      Agreement.
      This
      Agreement and any instruments and agreements to be executed pursuant to this
      Agreement, sets forth the entire understanding of the parties hereto with
      respect to the Agreement’s subject matter, merges and supersedes all prior and
      contemporaneous understandings with respect to its subject matter and may not
      be
      waived or modified, in whole or in part, except by a writing signed by each
      of
      the parties hereto. No waiver of any provision of this Agreement in any instance
      shall be deemed to be a waiver of the same or any other provision in any other
      instance. Failure of any party to enforce any provision of this Agreement shall
      not be construed as a waiver of its rights under such provision.

     

    9.5 Successors
      and Assigns.
      This
      Agreement shall be binding upon, enforceable against and inure to the benefit
      of, the parties hereto and their respective heirs, administrators, executors,
      personal representatives, successors and assigns, and nothing herein is intended
      to confer any right, remedy or benefit upon any other person. This Agreement
      may
      not be assigned by any party hereto except with the prior written consent of
      the
      other parties, which consent shall not be unreasonably withheld.

     

    9.6 Governing
      Law.
      This
      Agreement shall in all respects be governed by and construed in accordance
      with
      the laws of the State of Nevada applicable to agreements made and fully to
      be
      performed in the state, without giving effect to any conflicts of law principles
      thereof

     

    
      
        
        

      

      
        Exhibit
          10.1 - 9

        
          

        

      

      
        
        

      

    


    9.7 Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    9.8 Construction.
      Headings contained in this Agreement are for convenience only and shall not
      be
      used in the interpretation of this Agreement. References herein to Articles,
      Sections and Exhibits are to the articles, sections and exhibits, respectively,
      of this Agreement. As used herein, the singular includes the plural, and the
      masculine, feminine and neuter gender each includes the others where the context
      so indicates.

     

    9.9 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable by a court
      of
      competent jurisdiction, this Agreement shall be interpreted and enforceable
      as
      if such provision were severed or limited, but only to the extent necessary
      to
      render such provision and this Agreement enforceable.

     

    IN
      WITNESS WHEREOF, each of the parties hereto has executed this Agreement as
      of
      the date first set forth above.

     

    
      	
              SELLER:

            	 	
              PURCHASER:

            
	 	 	 
	
              EMMA
                JANE PORTER

            	 	
              GPS
                INDUSTRIES INC.

            
	 	 	 
	 	 	
              By:

            	 
	 	 	
              Name:
                

            	 
	
              SARAH
                JANE LEWIN

            	 	
              Its:

            	 


    


    
      
        
        

      

      
        Exhibit
          10.1 - 10

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    HOLDERS
      OF ALL OUTSTANDING SHARES 

    OF
      CAPITAL STOCK OF

    DIRECT
      GOLF SERVICES


    


    
      	
              Shareholder

            	 	
              Direct Golf Services 

              Shares Held

            	 	
              GPSI shares

            	 	
              Cash receivable

            	 
	
              Emma
                Jane Porter

            	 	 	
              One
                (1) Share

            	 	 	
              3,000,000

            	 	
              $

            	
              100,000

            	 
	
              Sarah
                Jane Lewin

            	 	 	
              One
                (1) Share

            	 	 	
              3,000,000

            	 	
              $

            	
              100,000

            	 


    


    
      
        
        

      

      
        Exhibit
          10.1 - 11

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    FORM
      OF GENERAL RELEASE OF SHAREHOLDER

     

    This
      General Release of Selling Shareholder (this “Release”)
      is
      being executed and delivered in accordance with Section 3.2(c) of the Stock
      Purchase Agreement dated as of June 1, 2007 (the “Agreement”)
      by and
      among Direct Golf Services (the “Company”),
      the
      shareholders of the Company as listed in Schedule
      A
      of the
      Agreement (the “Seller”),
      and
      GPS Industries, Inc., a Nevada corporation (the “Purchaser”).

     

    Capitalized
      terms used in this Release without definition have the respective meanings
      ascribed to them in the Agreement.

     

    Each
      undersigned Seller acknowledges that execution and delivery of this Release
      is a
      condition to the Purchaser’s obligation to enter into the Agreement and to
      consummate the transactions contemplated by the Agreement, and that the
      Purchaser is relying on this Release in consummating such
      transactions.

     

    The
      Seller, for good and valuable consideration the receipt and sufficiency of
      which
      is hereby acknowledged and intending to be legally bound, in order to induce
      the
      Purchaser to consummate the transactions contemplated in the Agreement, hereby
      agrees as follows:

     

    Except
      as
      provided below, the Seller, on behalf of himself, herself or itself and each
      of
      his, her or its respective family members, heirs, trustees, beneficiaries,
      or
      persons controlled by, controlling or under common control with such Seller
      (together, “Related
      Persons”),
      hereby releases and forever discharges the Company and each of its joint or
      mutual, past, present and future directors, officers, employees, agents,
      consultants, advisors, representatives, affiliates, stockholders, controlling
      persons, subsidiaries, successors and assigns (individually, a “Company
      Releasee”
and
      collectively, “Company
      Releasees”)
      from
      any and all claims, demands, proceedings, causes of action, orders, obligations,
      contracts, agreements, debts and other liabilities whatsoever, whether known
      or
      unknown, suspected or unsuspected, material or immaterial, absolute or
      contingent, direct or indirect or nominally or beneficially claimed or
      possessed, both at law and in equity, which the Seller or any of his, her or
      its
      respective Related Persons now has, have ever had or may hereafter have against
      the respective Company Releasees arising contemporaneously with or prior to
      the
      Closing Date or on account of or arising out of any matter, cause, event, fact,
      circumstance or condition occurring or arising contemporaneously with or prior
      to the Closing Date and whether or not relating to claims pending on or asserted
      after the Closing Date (collectively, “Liabilities”).
      Notwithstanding the foregoing, this Release shall not apply to: (i) any
      rights or benefits of the Seller or obligations of the Purchaser arising under
      or related to the Agreement or the other documents and agreements delivered
      at
      the Closing or the transactions contemplated thereby, (ii) any rights to
      the payment of benefits to which the Seller is entitled on or prior to the
      date
      of this Release under any health or medical insurance plan or employee benefit
      plan maintained by the Company; and (iii) the right to receive earned and
      unpaid salary from the Company through the date of this Release (which the
      Seller acknowledges has been paid currently through the most recent payroll
      period prior to the date hereof).

     

    
      
        
        

      

      
        Exhibit
          10.1 - 12

        
          

        

      

      
        
        

      

    


    The
      Seller hereby irrevocably covenants to refrain from, directly or indirectly,
      asserting any claim or demand, or commencing, instituting or causing to be
      commenced, any proceeding of any kind against any Company Releasee, based upon
      any matter purported to be released hereby. In no event shall the Company
      Releasees have any liability to the Seller or any of his, her or its Related
      Persons whatsoever for any breaches of the representations, warranties,
      agreements and covenants of the Company under the Agreement, and neither the
      Seller nor any of the Company Releasees shall in any event seek contribution
      from the Company Releasees for any breaches of the Company’s obligations to the
      Purchaser or in respect of any other payment required to be made by the Seller
      pursuant to the Agreement.

     

    The
      Seller expressly acknowledges that he, she or it has received the advice of
      counsel prior to signing this Release or that he, she or it has knowingly and
      freely decided to waive its right to seek such advice. 

     

    The
      Seller acknowledges that he, she or it may hereafter discover facts different
      from or in addition to those he, she or it now knows or believes to be true
      with
      respect to the matters released herein. The Selling Shareholder acknowledges
      that the releases contained herein shall remain effective in all respects
      notwithstanding such different or additional facts.

     

    If
      any
      provision of this Release is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Release will remain in
      full
      force and effect. Any provision of this Release held invalid or unenforceable
      only in part or degree will remain in full force and effect to the extent not
      held invalid or unenforceable.

     

    This
      Release may not be changed except in a writing signed by the person(s) against
      whose interest such change shall operate. This Release shall be governed by
      and
      construed under the laws of the State of Nevada without regard to principles
      of
      conflicts of law.

     

    All
      words
      used in this Release will be construed to be of such gender or number as the
      circumstances require.

     

    IN
      WITNESS WHEREOF, the Seller has executed and delivered this Release as of this
      1st
      day of
      June 2007.

     

    
      	 	 	 
	
              EMMA
                JANE PORTER

            	 	
              SARAH
                JANE LEWIN

            


    


    
      
        
        

      

      
        Exhibit
          10.1 - 13