Exhibit 10.27




MASTER PURCHASE
AGREEMENT





THIS
MASTER PURCHASE AGREEMENT (this “Agreement”)is made and entered on 8
April 2009, by and between GPS Golf Investors LLC, a Florida limited liability
company ("Purchaser"), and GPS Industries, Inc., a Nevada corporation
("Seller").




R E C I T A L
S




A.           Seller
has requested that Purchaser purchase Equipment from Seller pursuant to this
Agreement and lease the Equipment to Customers pursuant to an Equipment
Lease.




B.           Purchaser
has agreed to purchase the Equipment from Seller pursuant to this Agreement and
lease the Equipment to Customers pursuant to an Equipment Lease, subject to the
terms and conditions set forth herein.




NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:




1. Defined
Terms.




Capitalized
terms not defined elsewhere in this Agreement shall have the meaning set forth
in Schedule 1
of this Agreement.




2. Purchase
of Equipment.




(a)  Seller
hereby agrees to convey, sell, and deliver to Purchaser, and Purchaser hereby
agrees to purchase and accept from Seller, upon the terms and conditions set
forth in this Agreement, the Equipment described on each Purchase Supplement
that shall be executed and delivered by Seller and Purchaser.  Each
Purchase Supplement will be entered into pursuant to and conditioned upon the
terms set forth in Schedule 2 of this
Agreement or such other terms as are agreed upon in writing by Seller and
Purchaser.




(b)  This
Agreement contains general terms and conditions that shall apply to each
Purchase Supplement.  Each Purchase Supplement will contain terms and
conditions applying only to the Item of Equipment covered by that Purchase
Supplement.  Each Purchase Supplement shall be subject to all of the
terms and conditions set forth in this Agreement.  If there is any
conflict between the terms of this Agreement and the terms of a Purchase
Supplement, the terms of this Agreement shall control.  Each Purchase
Supplement shall constitute a separate purchase of the Item of Equipment subject
thereto and shall be separately enforceable.




3. Payment
Terms.




Purchaser shall pay Seller for each
Item of Equipment in the amounts and on the dates specified in the related
Purchase Supplement.  The parties acknowledge and agree that the
purchase price (“Purchase Price”) shall be the Seller’s cost of goods for the
hardware components of the Equipment and such Purchase Price shall be paid
directly to Seller’s vendors.









4. Seller’s
Warranties.




(a)  Equipment. Seller has
good and marketable title to, and is the owner of, the Equipment, free and clear
of all of all liens, mortgages, security interests, leases, options, pledges,
charges, covenants, conditions, restrictions and other encumbrances and claims
of any kind or character whatsoever (collectively, “Encumbrances”) (other than
those Encumbrances which shall be released upon sale and delivery of each Item
of Equipment to Purchaser).  Upon execution of each Purchase
Supplement, Purchaser will have good and marketable title to the Item of
Equipment referred to in such Purchase Supplement, free and clear of all
Encumbrances.  The manufacture and sale of the Equipment by Seller,
and the use and lease of the Equipment by Purchaser does not violate, infringe,
misappropriate or misuse any intellectual property rights or trade secrets of
any person.




(b)  No Fraudulent
Transfer.  The transactions contemplated by this Agreement are
not fraudulent to any of Seller's creditors, whether or not the creditor's
claims arose before or after the execution of a Purchase Supplement or the
occurrence of any such transaction. This Agreement is not being executed: (a)
with actual intent to hinder, delay, or defraud any of Seller's creditors; or
(b) without receiving a reasonably equivalent value in exchange for the
consideration provided by Seller under this Agreement.




5. Maintenance
of Equipment; Warranties; Event of Loss.




(a)  Concurrently
with the purchase of each Item of Equipment by Purchaser, Seller shall enter
into a maintenance agreement (the “Maintenance Agreement”) with each Customer in
which Seller agrees to properly service and maintain the Item of
Equipment.  Purchaser will collect all such service fees for the term
of the Equipment Lease and any extensions thereto and will forward the service
fees to Seller as provided herein and in the Purchase Supplements and further
will provide in each Equipment Lease that the failure of the lessee to pay all
fees owed under the Maintenance Agreement will constitute a default under the
Equipment Lease.




(b)  Notwithstanding
anything to the contrary contained in Section 5(b), Seller
agrees that regardless of terms of such Maintenance Agreement or the payment by
prospective lessee of its payment obligations thereunder, Seller shall be
responsible for all costs, expenses and obligations of every kind and nature
incurred in connection with the use or operation of the Equipment which may
arise or be payable during the life of the Equipment hereunder, whether or not
such cost, expense or obligation is specifically referred to herein, provided
that in the event the lessee fails to pay any fees owed under the Maintenance
Agreement, Purchaser takes commercially reasonable efforts to exercise its
remedies thereunder.  Seller at all times shall maintain, service and
repair any damage to the Equipment so as to keep the Equipment in good and
efficient working order, condition and repair, ordinary and reasonable wear and
tear resulting from proper use excepted, and make all inspections and repairs,
including replacement of worn parts, to effect the foregoing and to comply with
requirements of laws, regulations, rules and provisions and conditions of
insurance policies.  All replacements, repairs, improvements,
alterations, substitutions and additions shall constitute accessions to the
Equipment and title thereto shall vest in Purchaser, and shall be free of any
and all liens.  In performing its obligations under this Section,
Seller will not treat the Equipment less favorably than similar equipment that
it owns or leases.




2




(c)  Seller
assumes all risk of and shall indemnify and hold harmless Purchaser from and
against all damage to and loss of the Equipment arising out of any action or
omission in connection with the performance of its services under any
Maintenance Agreement, whether or not such loss or damage is or could have been
covered by insurance (an “Event of Loss”).  Each party shall promptly
give the other party written notice of any material loss or damage, describing
completely and in detail the cause and the extent of loss and
damage.  Upon the occurrence of an Event of Loss, at its option,
Seller shall: (i) repair or restore the damaged or lost Items of Equipment to
good condition and working order; or (ii) replace the damaged or lost Items of
Equipment with similar equipment of equal value in good condition and working
order; or (iii) pay Purchaser in cash the higher of (A) the purchase price of
the damaged or lost Items of Equipment, and (B) the full replacement valueof the damaged or lost
Items of Equipment within thirty (30) days following Seller’s knowledge of such
Event of Loss.  Upon Seller’s compliance with the foregoing, Purchaser
shall pay or cause to be paid over to Seller the net proceeds of insurance, if
any, with respect to such damage or loss.




(d)  Seller
and Purchaser agree that the service fee payable to the Seller under the
Maintenance Agreements shall be as detailed in each Purchase Supplement and
summarized below:




i.
            Cache
      Creek Casino Resort: $1,268/month




ii.
            Isleta
      Casino and Resort: $778/month




iii.
            Doha
      Golf Club: $500/month




iv.
            Grand
      National: $1463/month (only six months per
year)




6. Indemnification
and Expenses.




(a)  Seller
agrees to and does hereby indemnify and hold Purchaser and any successor,
assignee or secured party of Purchaser and any directors, officers, partners,
managers, members, employees, persons controlling or controlled by and any
agents or attorneys of any of the foregoing, on an after-tax basis harmless from
and against any and all expense, liability or loss whatsoever, including,
without limitation, reasonable legal fees and expenses, which may be asserted
against or incurred in any manner by or for the account of any of the foregoing
persons, relating to or in any way arising out of this Agreement, the Purchase
Supplements or the Lease Documents or the purchase, ownership, delivery,
installation, possession, lease, use, operation, removal, return, sale,
disposition or condition of the Equipment hereunder or in connection herewith
(including, without limitation, expense, liability or loss relating to or in any
way arising out of injury to persons or property, patent or invention rights or
strict liability in tort). Each party shall give
the other party notice of any event or condition which requires indemnification
by Seller hereunder, or any allegation of such event or condition, promptly upon
obtaining knowledge thereof.  Seller shall pay Purchaser, upon demand,
all amounts due under this Section 6.  All
of the indemnities and agreements of Seller contained in this Section 6 shall
survive and continue in full force and effect notwithstanding termination of
this Agreement or of the lease of any or all Items of Equipment
hereunder.




3




(b)  Seller
shall pay all fees, costs and expenses of Purchaser, including reasonable
attorneys’ fees and costs, relating to or arising from: (i) the exercise or
enforcement of any of the rights of Purchaser under the Lease Documents; (ii)
any failure by Seller or any third party to perform or observe any of the
provisions of this Agreement or the Lease Documents; (iii) any litigation,
contest, dispute, suit, proceeding or action (whether instituted by Purchaser,
Seller or any other Person naming Purchaser as a party) in any way relating to
this Agreement or any Lease Documents, Seller’s affairs or the transactions
contemplated herein, except to the extent such costs and expenses are for
reimbursement of amounts paid to Purchaser in connection with any action
resulting in a final, non-appealable judgment in Seller’s favor against
Purchaser by a court of competent jurisdiction; (iv) any consultation required
by Purchaser, between Purchaser and its accountants, attorneys or agents
reasonably relating to the provisions of this Agreement or any of the Lease
Documents; (v) any attempt to enforce any rights of Purchaser against Seller or
any other Person which may be obligated to Purchaser by virtue of this Agreement
or any of the Lease Documents; and (vi) all other fees and expenses of Purchaser
referred to or necessitated by the terms of this Agreement and the Lease
Documents, and the performance hereof.




7. [Intentionally
omitted.]




8. Events
of Default; Remedies.




(a)  Events of
Default.  The occurrence of any of the following shall
constitute an event of default (“Event of Default”): (i) default in the
performance of any of Seller’s agreements in this Agreement (and not
constituting an Event of Default under any of the other clauses of this
paragraph) and continuance of such default for 30 days after the occurrence
thereof; (iii) any representation or warranty made by Seller in this Agreement
is untrue in any material respect, or any statement, report, schedule, notice,
or other writing furnished by Seller to Purchaser in connection herewith is
untrue in any material respect on the date as of which the facts set forth
therein are stated or certified; (iii) Seller shall be in default in paying or
performing any obligation, term, provision or condition (including the existence
of an event of default thereunder) contained in any agreement with Purchaser or
any affiliate of Purchaser after any applicable cure period; (iv) [intentionally
omitted] (v) Seller winds up, dissolves, liquidates or otherwise terminates its
legal existence, ceases to conduct business, or consolidates with or merges with
or into any entity or Seller sells, leases or otherwise transfers all or
substantially all of its assets to any entity, or incurs a substantial amount of
indebtedness other than in the ordinary course of its business, or engages in a
leveraged buy-out or any other form of corporate reorganization; and (vi) there
is material adverse change in the business, operations, prospects, properties or
financial condition of Seller, as determined by Purchaser in its reasonable sole
discretion. Within
three Business Days after knowledge thereof shall have come to any officer of
Seller, Seller shall provide to Purchaser written notice of the occurrence of
any Event of Default or the existence of any condition which would, with notice
or the passage of time or both, constitute an Event of Default.




(b)  Effect on Seller’s
Obligation.  Upon the occurrence of an Event of Default,
Purchaser shall have no further obligation to Seller to purchase
Equipment.




4




(c)  Remedies.  Upon
the occurrence of an Event of Default as provided above, Purchaser may at its
option proceed by appropriate court action or actions, either at law or in
equity, to enforce performance by Purchaser of the applicable covenants of this
Agreement and any applicable Purchase Supplement or to recover damages for the
breach thereof.  Purchaser’s rights and Seller’s duties shall in no
way be affected by Purchaser’s inspection of, or failure to inspect, the
Equipment or any unit thereof or any of the documents referred to in this
Agreement or by Purchaser’s failure to inform Seller of any failure to comply
with any of Seller's obligations under this Agreement.  Seller hereby
waives any right to assert that Purchaser cannot enforce this Agreement or that
this Agreement is invalid because of any failure of Purchaser to qualify to do
business in any jurisdiction.




9. Rights
Cumulative.




Unless
otherwise expressly provided in this Agreement, all rights and remedies of
Seller are concurrent and cumulative.  The exercise or partial
exercise of any remedy shall not restrict Purchaser from further exercise of
that remedy or any other remedy. All rights, powers and remedies of the parties
hereto shall survive the termination of this Agreement.




10. Purchaser’s
Right to Perform.




If Seller fails to perform any
obligations required by this Agreement and or the Lease Documents after any
applicable cure period, Purchaser may make such payments or perform such
obligations for the account of Seller without thereby waiving such Event of
Default (but must provide written notice to Seller).  The amount of
any such payment and Purchaser’s costs and expenses, including, without
limitation, reasonable legal fees and expenses in connection therewith and with
such performance, shall thereupon be and become payable by Seller to Purchaser
upon demand.




11. Further
Assurances.




Seller
agrees, at its expense, promptly upon Purchaser’s written request, to execute,
acknowledge and deliver such instruments, and to take such other action, as may
reasonably be necessary in the opinion of Purchaser to protect Purchaser’s
interests.




12. Survival.




The
representations and warranties of Seller in this Agreement shall survive the
execution and delivery of this Agreement hereunder, and the indemnities and
obligations contained in this Agreement shall survive the expiration or earlier
termination of this Agreement.




13. Assignment.




Seller will not, without Purchaser
prior written consent, sell, assign, or transfer all or any part of its
interests in or to this Agreement.




5




14. Notices.




All
notices or other written communications hereunder shall be deemed to have been
properly given (i) upon delivery or refusal of delivery, if delivered in person,
(ii) one (1) Business Day (defined below) after having been deposited for
overnight delivery with any reputable overnight courier service, or (iii) three
(3) Business Days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:




If
      to Seller:
                GPS
      Industries, Inc.1358
      Fruitville Road, Suite 210Attention:  Chief
      Executive OfficerFacsimile
      No.:  (941) 364-8190If
      to Purchaser:
                NewCo
      LLC1348
      Fruitville Road, Suite 210Sarasota,
      FL 34236-4953Attention:
      David Chessler





or
addressed as such party may from time to time designate by written notice to the
other parties.




Either
party by notice to the other may designate additional or different addresses for
subsequent notices or communications.




15. Miscellaneous.




(a)  Entire Agreement;
Amendment.  This Agreement, all Purchase Supplements executed
and delivered by Seller and Purchaser contain the entire understanding of Seller
and Purchaser.  References herein to this “Agreement” shall be deemed
to include this Agreement together with all such Purchase Supplements except
where the context otherwise requires; and the terms “hereunder,” “herein” and
similar terms shall refer to this Agreement and not to any particular
Section or provision of this Agreement.  No amendment,
modification, termination or waiver of any provision of this Agreement shall be
effective unless in writing and signed by Seller and Purchaser.




(b)  Governing Law;
Construction.  This Agreement has been delivered for acceptance
by Seller in the State of Florida, and shall be governed by the internal laws of
the State of Florida, without regard to the conflict of laws provisions thereof,
and shall be binding upon and inure to the benefit of Seller and Purchaser and
their respective successors and permitted assigns.  Seller and
Purchaser have been represented by or have had the opportunity to be represented
by counsel of their choosing in connection with the execution and delivery of
this Agreement.  Seller and Purchaser intend that this Agreement be
deemed to have been prepared by all of the parties and that no party shall be
entitled to the benefit of any favorable interpretation or construction of any
term or provision hereof under any rule or law.




(c)  Severability.  Whenever
possible, each provision hereof shall be interpreted in such manner as to be
effective and valid under applicable law; but if any provision hereof or the
application thereof to any party or circumstance is prohibited by or invalid
under applicable law, then such provision shall be deemed severable from the
remaining provisions of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.




6




(d)  Pronouns and
Headings.  As used herein, all pronouns shall include the
masculine, feminine, neuter, singular and plural thereof wherever the context
and facts require such construction.  The headings, titles, and
subtitles herein are inserted for convenience of reference only and are to be
ignored in any construction of the provisions hereof.




(e)  Waiver.  No
waiver by Seller of any breach or default shall constitute a waiver of any other
breach or default by Purchaser or waiver of any of Seller’s rights
hereunder.  No purported waiver by Seller of any right, remedy,
option, breach or default shall be binding unless in writing and signed by an
officer of Seller.




(f)  Counterparts and Facsimile
Signatures.  This Agreement may be executed in any number of
identical counterparts, any or all of which may contain the signatures of less
than all of the parties, and all of which shall be construed together as a
single instrument.  Execution and delivery of this Agreement by
exchange of facsimile or other electronic copies bearing the facsimile or other
electronic signature of a party shall constitute a valid and binding execution
and delivery of this Agreement by such party.  Any such facsimile
copies shall constitute enforceable original documents.




(g)  Jury Trial; Venue;
Jurisdiction.  PURCHASER WAIVES ANY RIGHT TO TRIAL BY JURY ON
ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (I) UNDER THIS
AGREEMENT, THE PURCHASE SUPPLEMENTS OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT WHICH MAY BE DELIVERED IN THE FUTURE IN CONNECTION WITH THIS AGREEMENT
OR (II) ARISING FROM THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE
PURCHASE SUPPLEMENTS, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.  PURCHASER IRREVOCABLY
AGREES THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT ARISING OUT
OF OR FROM OR RELATED TO THIS AGREEMENT OR THE PURCHASE SUPPLEMENTS SHALL BE
LITIGATED ONLY IN COURTS HAVING SITUS WITHIN SARASOTA COUNTY,
FLORIDA.  PURCHASER HEREBY CONSENTS AND SUBMITS TO THE EXCLUSIVE
JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID COUNTY AND
STATE.  PURCHASER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR
CHANGE VENUE OF ANY SUCH ACTION OR PROCEEDING.




[REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK]








7




IN
WITNESS WHEREOFSeller and Purchaser
have executed this Agreement as of the date and year first above
written.




SELLER:GPS
      INDUSTRIES, INC.By:
      _____________________________________Its:
      _____________________________________PURCHASER:GPS
      GOLF INVESTORS LLCBy:
      ____________________________________Its:
      ____________________________________











SCHEDULE
1




DEFINED
TERMS




(a) “Agreement” shall mean
this Agreement.




(b) “Business Day” shall
mean any day that is not a Saturday or Sunday or a legal holiday in the State of
Florida.




(c) “Customer” shall mean
the golf course owner or manager identified as the lessee in the Lease
Documents.




(d) “Equipment” shall mean
the equipment or other personal property covered by a Purchase Supplement,
together with all components, parts, additions, accessions, attachments and
substitutions therefore and replacements thereof.




(e) “Equipment Lease”
shall mean each equipment lease agreement between Purchaser and a Customer
concerning an Item of Equipment.




(f) “Event of Default” has
the meaning set forth in Section8.




(g) “Event of Loss” shall
have the meaning set forth in Section
5.




(h) “Indemnified Party”
has the meaning set forth in Section6(a).




(i) “Item of Equipment”
shall mean any individual item of Equipment.




(j) “Lease Documents”
shall mean the Equipment Lease, the Maintenance Agreement, and all other
documents, schedules, exhibits, instruments and agreements attached hereto or
thereto, or delivered in connection therewith, as the same are hereafter amended
from time to time.




(k) “Maintenance
Agreement” shall mean an agreement between Purchaser or its assignee and
a third party providing for the service and maintenance of the Equipment listed
on the corresponding Purchase Supplement.




(l) “Person” shall mean
any individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, association, corporation, institution, entity,
party or government (whether national, federal, state, county, city, municipal
or otherwise, including without limitation any instrumentality, division,
agency, body or department thereof).




(m) “Purchase Price” shall
have the meaning set forth in Section
3.




(n) “Purchase Supplement”
shall mean each Bill of Sale and schedule for an Item of Equipment entered into
between Seller and Purchaser pursuant to this Agreement, as amended from time to
time.









IN WITNESS WHEREOF,
the parties hereto, intending to be legally bound hereby, have each caused to be
affixed hereto its hand and seal as of the date first referenced
above.




COMPANY:
                                                    EXECUTIVE:GPS
      Industries, Inc.
                                                    GPS
      Golf Investors, LLCBy:
                                                    /s/
      J. Benjamin E. Porter
                                                    By:
                                                    /s/
      David L. ChesslerJ.
      Benjamin E. Porter
                                                    
                                                    David
      L. ChesslerIts:
                                                    President
                                                    Its:
                                                    Manager