EXHIBIT
        10.4

       

    

    EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT AGREEMENT dated as of June 1, 2007 is entered into by and between
      Golf Academies Limited (the “Company”), and Philip Trevor Lewin the undersigned
      individual (“Executive”).

     

    RECITAL

     

    The
      Company and Executive desire to enter into an Employment Agreement setting
      forth
      the terms and conditions of Executive’s employment with the
      Company.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      set forth, the Company and Executive agree as follows:

     

    1. Employment.

     

    (a) Term.
      The
      Company hereby employs Executive to serve as Sales Manager and to serve in
      such
      additional or different position or positions as the Company and Executive
      may
      determine during the term of this Employment Agreement. This Employment
      Agreement shall be for a period of 3 years, commencing on May 1, 2007, and
      shall
      be renewable each year after the year ending April 30, 2010 (“Employment
      Period”), subject to Section 4 of this Employment Agreement.

     

    (b) Duties
      and Responsibilities.
      Executive will be reporting to the Managing Director of the Company. Executive’s
      duties will include training, development, and assistance to others within
      or
      contracted by the Company in countries throughout the world. The position will
      require consistent communication with customers, distributors, suppliers,
      sub-contractors, attendance of trade shows, instructing where required and
      any
      other duties as may be required by the Company for the position of the Sales
      Manager. The initial principal location at which Executive shall perform
      services for the Company shall be at: Golf Academies Limited Kestrel House
      marine Road Eastbourne East Sussex BN22 7AU England. Any
      and
      all subsequent principal locations shall be restricted to Europe, and Executive
      shall not be required to perform any of the duties or responsibilities set
      forth
      in this Agreement outside of Europe.

     

    2. Compensation.

     

    (a) Base
      Salary.
      Executive shall be paid a base salary (“Base Salary”) at the annual rate of
£65,000 p.a.

     

    3. Other
      Employment Benefits.

     

    (a) Business
      Expenses.
      Upon
      submission of itemized expense statements in the manner specified by the
      Company, Executive shall be entitled to reimbursement for reasonable travel,
      including mileage allowance, and other reasonable business expenses duly
      incurred by Executive in the performance of his duties under this Agreement.
      All
      expense statements will be paid within seven (7) days of receipt. Executive
      will
      be provided with a corporate credit card. 

     

    
      
        
        

      

      
        Exhibit
          10.4 -
          1

        
          

        

      

      
        
        

      

    


    (i) Executive
      shall be entitled
      to “business” class air travel for flights exceeding four hours and hotel
      accommodations not to exceed 4 star.

     

    (b) Medical
      Plans.
      Executive shall be entitled to medical health coverage as in place at present
      time, not to exceed £1,500 p.a. per year. 

     

    (c) Vacation.
      Executive shall be entitled to 4 weeks of paid annual vacation, plus national
      holidays. If the Employment Period is extended by the parties to this Agreement
      pursuant to Section 1, then Executive shall be entitled to 5 weeks of paid
      annual vacation plus national holidays for each year after the initial
      Employment Period, beginning on May 1, 2010. 

     

    (d) Company
      Stock Option Plan.
      Executive shall be entitled to participate in the GPS Industries, Inc. Stock
      Option Plan (the “Plan”). Any grant (including the terms thereof) shall be at
      the sole discretion of the Board of Directors or Committee administering the
      Plan.

     

    (e) Bonus
      Program.
      Executive may be eligible to receive a bonus within the sole discretion of
      the
      Company, based on corporate achievements throughout the year and for creating
      extraordinary circumstances (such as a major contribution to the bottom line
      by
      way of a cost reduction, major contracts signed, exceeding revenue targets,
      etc.). 

     

    (f) Commission.
      Executive shall receive a sales commission of 3% on sales made by him
      personally, any other remuneration will be in accordance with the commission
      remuneration plan to be developed by the Company. 

     

    4. Termination
      of Employment.

     

    (a) Termination
      with Cause by the Company.
      This
      Employment Agreement may be terminated for “good cause” (as hereinafter defined)
      by the Company provided that the Company shall:

     

    (i) Give
      Executive the Notice of Termination (as hereinafter defined) and 

     

    (ii) Pay
      Executive his annual base salary through the Date of Termination (as hereinafter
      defined) at the rate in effect at the time the Notice of Termination is given
      plus any bonus or incentive compensation which has been earned or has become
      payable pursuant to the terms of any compensation or benefit plan as of the
      Date
      of Termination, but which have not yet been paid.

     

    (b) Termination
      without Cause by the Company.
      This
      Employment Agreement may be terminated by the Company:

     

    (i) On
      April
      30, 2010; 

     

    
      
        
        

      

      
        Exhibit
          10.4 -
          2

        
          

        

      

      
        
        

      

    


    (ii) During
      the Employment Period without cause.
      In the
      event this Employment Agreement is terminated by the Company for any reason
      other than for good cause (or the Company gives notice that it is not renewing
      the Employment Agreement), the Company shall continue to pay to Executive the
      compensation and other benefits described in Section 2 of this Employment
      Agreement, except for annual cash bonuses or incentive compensation for the
      remainder of the Employment Period. 

     

    The
      Company shall continue to provide medical, hospitalization or disability
      benefits coverage to Executive, his spouse and dependents for a period of three
      (3) months from the Date of Termination.

     

    (iii) By
      reason
      of the death or Disability Reason (as hereinafter defined) provided that the
      Company shall continue to pay to Executive (or the estate of Executive in the
      event of termination due to the death of Executive) the compensation and other
      benefits described in Section 2. Executive’s right to terminate his employment
      for Good Reason shall not be affected by his incapacity due to physical or
      mental illness. In the event of termination by the Company by reason of
      Executive’s death or Disability, medical, hospitalization or disability benefits
      coverage comparable to that provided by the Company during Executive’s lifetime
      shall be provided to Executive, his spouse and dependents for three (3) months
      from the Date of Termination, and for three (3) months from the Date of
      Termination with respect to medical and hospitalization benefits for the
      Executive and his family. The benefits provided under this Section shall be
      no
      less favorable to Executive in terms of amounts, deductibles and costs to him,
      if any, than such benefits provided by the Company to him and shall not be
      interpreted so as to limit any benefits to which Executive, as a terminated
      Executive of the Company, or his family may be entitled under the Company’s life
      insurance, medical, hospitalization or disability plans following his Date
      of
      Termination or under applicable law.

     

    (c) Termination
      for Good Reason by Executive.
      In the
      event of Termination by the Executive for Good Reason, the Company shall
      continue to pay to Executive the compensation and other benefits described
      in
      Section 2 of this Employment Agreement, except for annual cash bonuses or
      incentive compensation as follows:

     

    (i) During
      the first year of this contract for two (2) months from the Date of
      Termination;

     

    (ii) One
      (1)
      additional month for each additional year (or portion thereof) of employment
      thereafter.

     

    The
      Company shall continue to provide medical, hospitalization or disability
      benefits coverage to Executive, his spouse and dependents for a period of three
      (3) months from the Date of Termination.

     

    (d) Change
      of Control.
      Executive’s rights and obligations under this Agreement shall not be
      transferable by assignment or otherwise, and any purported assignment, transfer
      or delegation thereof shall be void. This Agreement shall inure to the benefit
      of, and be binding upon and enforceable by, any purchaser of substantially
      all
      of Company’s assets, any corporate successor to Company or any assignee thereof
      should a Change in Control occur during the term of this contract.

     

    
      
        
        

      

      
        Exhibit
          10.4 -
          3

        
          

        

      

      
        
        

      

    


    (e) Definitions.
      In
      addition to the words and terms elsewhere defined in this Employment Agreement,
      certain capitalized words and terms used in this Employment Agreement shall
      have
      the meanings given to them by the definitions and descriptions in this Section
      entitled Definitions unless the context or use indicates another or different
      meaning or intent, and such definition shall be equally applicable to both
      the
      singular and plural forms of any of the capitalized words and terms herein
      defined. The following words and terms are defined terms under this Employment
      Agreement:

     

    (i) “Disability”
      shall mean a physical or mental illness which, in the judgment of the Company
      after consultation with the licensed physician attending Executive, impairs
      Executive’s ability to substantially perform his duties under this Employment
      Agreement as an Executive and as a result of which he shall have been absent
      from his duties with the Company on a full-time basis for two (2) consecutive
      months.

     

    (ii) A
      termination for “good cause” shall mean a termination of this Employment
      Agreement by reason of a good faith determination by the Board of one of the
      following: 

     

    (1) Executive’s
      breach of any of the covenants contained in this Agreement;

     

    (2) Executive’s
      conviction by, or entry of a plea of guilty or “nolo contendere” in, a court of
      competent and final jurisdiction for any crime involving moral turpitude or
      punishable by imprisonment in the jurisdiction involved;

     

    (3) Executive’s
      commission of an act of fraud or embezzlement upon the Company’s funds, whether
      prior to or subsequent to the date hereof;

     

    (4) Executive’s
      refusal to perform, or continuing repeated failures to perform, Executive’s
      duties as required by this Agreement (including, without limitation, Executive’s
      inability to perform Executive’s duties hereunder as a result of chronic
      alcoholism or drug addiction and/or as a result of any failure to comply with
      any laws, rules or regulations of any governmental entity with respect to
      Executive’s employment by the Company); and

     

    (5) Executive’s
      gross negligence, insubordination or material violation of any duty of loyalty
      to the Company or any other material misconduct on the part of
      Executive.

     

    (iii) “Good
      Reason” shall mean the occurrence of any of the following events without
      Executive’s prior express written consent:

     

    (1) Any
      material change in Executive’s status, title, authorities or responsibilities
      under this Employment Agreement which represents a demotion from such status,
      title, position or responsibilities which are materially inconsistent with
      his
      status, title, position or work responsibilities set forth in this Employment
      Agreement, or any removal of Executive from, or failure to appoint, elect,
      reappoint or reelect Executive to, any of such positions, except in connection
      with the termination of his employment with Cause, or as a result of his death
      or Disability, provided, however, that no change in title, authorities or
      responsibilities customarily attributable solely to the Company ceasing to
      be a
      publicly traded corporation shall constitute Good Reason hereunder;

     

    
      
        
        

      

      
        Exhibit
          10.4 -
          4

        
          

        

      

      
        
        

      

    


    (2) Any
      other
      material breach by the Company of any provision of this Employment
      Agreement;

     

    (3) In
      the
      event of a Change of Control, the failure of the Company to obtain a
      satisfactory agreement from any successor or assign of the Company to assume
      and
      agree to perform Company’s obligations under this Employment
      Agreement.

     

    (iv) Change
      of Control.
“Change
      of Control” shall be deemed to have occurred when:

     

    (1) Securities
      of the Company representing 50% or more of the combined voting power of the
      Company’s then outstanding voting securities are acquired pursuant to a tender
      offer or an exchange offer by a person or entity which is not a wholly-owned
      subsidiary of the Company or any of its affiliates;

     

    (2) A
      merger
      or consolidation is consummated in which the Company is a constituent
      corporation and which results in less than 50% of the outstanding voting
      securities of the surviving or resulting entity being owned by the then existing
      stockholders of the Company; 

     

    (3) A
      sale is
      consummated by the Company of substantially all of the Company’s assets to a
      person or entity which is not a wholly-owned subsidiary of the Company or any
      of
      its affiliates; or

     

    (4) During
      any period of two consecutive years, individuals who, at the beginning of such
      period, constituted the Board cease, for any reason, to constitute at least
      a
      majority thereof, unless the election or nomination for election for each new
      director was approved by the vote of at least two-thirds of the directors then
      still in office who were directors at the beginning of the period.

     

    (v) Notice
      of Termination.
“Notice
      of Termination” shall mean a written notice which shall indicate the specified
      termination provision in this Employment Agreement relied upon and shall set
      forth in reasonable detail the facts and circumstances claimed to provide a
      basis for termination of Executive’s employment under the provision so
      indicated; provided, however, no such purported termination shall be effective
      without such Notice of Termination; provided further, however, any purported
      termination by the Company or by Executive shall be communicated by a Notice
      of
      Termination to the other party hereto in accordance with the Section entitled
      Notices of this Employment Agreement.

     

    (vi) Date
      of Termination.
“Date
      of Termination” shall mean the date specified in the Notice of Termination
      (which, in the case of a termination pursuant to the Section entitled
      Termination Without Cause By The Company Or For Good Reason By Executive of
      this
      Employment Agreement shall not be less than sixty (60) days, and in the case
      of
      a termination pursuant to this Section, entitled Definitions, of this Employment
      Agreement shall not be more than sixty (60) days, from the date such Notice
      of
      Termination is given); provided, however, that if within thirty (30) days after
      any Notice of Termination is given the party receiving such Notice of
      Termination notifies the other party that a dispute exists concerning the
      termination, the Date of Termination shall be the date finally determined by
      either mutual written agreement of the parties or by the final judgment, order
      or decree of a court of competent jurisdiction (the time for appeal there from
      having expired and no appeal having been taken).

     

    
      
        
        

      

      
        Exhibit
          10.4 -
          5

        
          

        

      

      
        
        

      

    


    (f) Fees
      and Expenses.
      The
      Company shall pay all reasonable legal fees and related expenses (including
      the
      costs of experts, evidence and counsel) incurred by Executive as a result of
      a
      contest or dispute over Executive’s termination of employment if such contest or
      dispute is resolved in Executive’s favor.

     

    5. Confidential
      Information and Invention Assignments.

     

    (a) Executive
      is simultaneously executing a Confidential Information and Invention Assignment
      Agreement (the “Confidential Information and Invention Assignment Agreement”).
      The obligations under the Confidential Information and Invention Assignment
      Agreement shall survive termination of this Agreement for any
      reason.

     

    6. Exclusive
      Employment.

     

    (a) Save
      as
      agreed in writing, during employment with the Company, Executive will not do
      anything to compete with the Company’s present or contemplated business, nor
      will he plan or organize any competitive business activity. Executive will
      not
      enter into any agreement which conflicts with his duties or obligations to
      the
      Company. Executive will not during his employment or within one (1) year after
      it ends, without the Company’s express written consent, directly or indirectly,
      solicit or encourage any Executive, agent, independent contractor, supplier,
      customer, consultant or any other person or company to terminate or alter a
      relationship with the Company.

     

    7. Miscellaneous.

     

    (a) Amendment.
      This
      Agreement may be amended only by a writing signed by Executive and by a duly
      authorized representative of the Company.

     

    (b) Entire
      Agreement.
      This
      Agreement together with the attached exhibits and the Confidential Information
      and Invention Assignment Agreement contains the entire agreement and
      understanding between the parties concerning Executive’s employment. It is
      intended by the parties as a complete and exclusive statement of the terms
      of
      their agreement. It supersedes and replaces all prior negotiations and all
      agreements, proposed or otherwise, whether written or oral, concerning
      Executive’s employment with the Company. Any representation, promise or
      agreement not specifically included in this Agreement shall not be binding
      upon
      or enforceable against either party. This is a fully integrated
      agreement.

     

    
      
        
        

      

      
        Exhibit
          10.4 -
          6

        
          

        

      

      
        
        

      

    


    (c) Severability.
      If any
      provision of this Agreement or the application thereof is held invalid, the
      invalidity shall not affect other provisions or applications of the Agreement
      which can be given effect without the invalid provisions or applications and,
      to
      this end, the provisions of this Agreement are declared to be severable.


     

    (d) Construction.
      The
      headings and captions of this Agreement are provided for convenience only and
      are intended to have no effect in construing or interpreting this Agreement.
      The
      language in all parts of this Agreement shall be in all cases construed
      according to its fair meaning and not strictly for or against the Company or
      Executive.

     

    (e) Rights
      Cumulative.
      The
      rights and remedies provided by this Agreement are cumulative, and the exercise
      of any right or remedy by either party hereto (or by its successor), wither
      pursuant to this Agreement, to any other agreement, or to law, shall not
      preclude or waive its right to exercise any or all other rights and
      remedies.

     

    (f) Notices.
      Any
      notice, request, consent or approval required or permitted to be given under
      this Agreement or pursuant to law shall be sufficient if in writing, and if
      and
      when sent by certified or registered mail, with postage prepaid, to Executive’s
      residence (as noted in the Company’s records), or to the Company’s President at
      the company’s principal office, as the case may be.

     

    (g) Arbitration.
      Any
      claim or controversy arising out of, relating to or concerning this Agreement,
      the breach of this Agreement, the employment of Executive or the termination
      of
      Executive’s employment including any statutory claims (including, without
      limitation, the arbitrability of any claim or controversy) shall be settled
      by
      arbitration in Surrey, British Columbia in accordance with applicable
      law.

     

    (h) Governing
      Law and Venue.
      This
      Agreement is to be governed by and construed in accordance with the laws of
      England, applicable to contracts made and to be performed wholly within England,
      and without regard to the conflicts of laws principles thereof. 

     

    [Signature
      page to follow]


    
      
        
        

      

      
        Exhibit
          10.4 -
          7

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      date set forth below.

     

    
      	
            	 	
              GOLF
                ACADEMIES LTD

            
	 	 	 	 
	 	 	
              By:

            	 
	
              PHILIP
                TREVOR LEWIN

            	 	
               

            	
              Name:

            
	 	 	
               

            	
              Title:

            


    

     

    
      
        
        

      

      
        Exhibit
          10.4 -
          8