Exhibit
10.28




NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE OR FOREIGN COUNTRY IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
FOREIGN COUNTRY. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE
LAWS.




Date: 23
April 2009




GPS
INDUSTRIES, INC.


STOCK
PURCHASE WARRANT




THIS
CERTIFIES THAT, for value received, LEISURECORP LLC (“LEISURECORP”) or its
registered assigns, is entitled to purchase from GPS INDUSTRIES, INC. a Nevada
corporation (the “Company”), at any time and from time to time during the
Exercise Period (as defined in Section 2 hereof), Six Million Eight Hundred
Eighty Three Thousand Three Hundred and Thirty Three (6,833,333) fully paid and
nonassessable shares of the Company’s common stock, (the “Common Stock”), at an
exercise price per share (the “Exercise Price”) of $.122 (the “Warrant”). The
number of shares of Common Stock purchasable hereunder (the “Warrant Shares”)
and the Exercise Price are subject to adjustment as provided in Section 4
hereof.




This
Warrant is subject to the following terms, provisions and
conditions:




1. (a)Manner of
Exercise; Issuance of Certificates. Subject to the provisions hereof,
including, without limitation, the limitations contained in Section 7 hereof,
this Warrant may be exercised at any time during the Exercise Period by the
holder hereof, in whole or in part, by delivery of a completed exercise
agreement in the form attached hereto (the “Exercise Agreement”), to the Company
by 5 p.m. Sarasota time on any Business Day at the Company’s principal executive
offices (or such other office or agency of the Company as it may designate by
notice to the holder hereof) and upon payment to the Company as provided in
Section 1(b) below of the applicable Exercise Price for the Warrant Shares
specified in the Exercise Agreement. The Warrant Shares so purchased shall be
deemed to be issued to the holder hereof or such holder’s designee, as the
record owner of such shares, as of the close of business on the date on which
this Warrant shall have been surrendered and the completed Exercise Agreement
shall have been delivered and payment shall have been made for such shares as
set forth above or, if such day is not a Business Day, on the next succeeding
Business Day. The Warrant Shares so purchased, representing the aggregate number
of shares specified in the Exercise Agreement, shall be delivered to the holder
hereof as promptly as practicable. If this Warrant shall have been exercised
only in part, then, unless this Warrant has expired, the Company shall, at its
expense, at the time of delivery of such certificates, deliver to the holder a
new Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.





(b) Payment of Exercise
Price. The holder shall pay the Exercise Price in immediately available
funds.




2.  Period of
Exercise. This Warrant may
be exercised at any time or from time to time (an “Exercise Date”) during the
period (the “Exercise Period”) beginning on (a) the date hereof and ending (b)
at 5:00 p.m., Sarasota time, five years from the date
hereof.










3.  Certain
Agreements of the Company.
The Company hereby covenants and agrees as follows:




(a) Shares to be Fully
Paid. All Warrant Shares will, upon issuance in accordance with the terms
of this Warrant, be validly issued, fully paid and nonassessable and free from
all taxes, liens, claims and encumbrances (except for restrictions existing
under applicable securities laws).




(b) Reservation of
Shares. During the Exercise Period, the Company shall at all times have
authorized, and reserved for the purpose of issuance upon exercise of this
Warrant, a sufficient number of shares of Common Stock to provide for the
exercise in full of this Warrant.




(c) Successors and
Assigns. This Warrant shall be binding upon any entity succeeding to the
Company by merger, consolidation, or acquisition of all or substantially all of
the Company’s assets or any other similar transaction.




4.  Antidilution
Provisions. During the
Exercise Period, the Exercise Price and the number of Warrant Shares issuable
upon the exercise of the Warrants, shall be subject to adjustment from time to
time as provided in this Section 4.




In the
event that any adjustment of the Exercise Price as required herein results in a
fraction of a cent, such Exercise Price shall be rounded up or down to the
nearest cent; provided that, in no event shall the Exercise Price per share be
reduced below $0.01.




(a) Subdivision or Combination
of Common Stock. If the Company, at any time during the Exercise Period,
subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) its shares of Common Stock into a
greater number of shares, then, after the date of record for effecting such
subdivision, the Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced. If the Company, at any time during the Exercise
Period, combines (by reverse stock split, recapitalization, reorganization,
reclassification or otherwise) its shares of Common Stock into a smaller number
of shares, then, after the date of record for effecting such combination, the
Exercise Price in effect immediately prior to such combination will be
proportionately increased.




(b) Adjustment in Number of
Shares. Upon each adjustment of the Exercise Price pursuant to the
provisions of Sections 4(a) and (c), the number of shares of Common Stock
issuable upon exercise of this Warrant shall be appropriately increased or
decreased to equal the quotient obtained by dividing (i) the product of (A) the
Exercise Price in effect immediately prior to such adjustment, multiplied by (B)
the number of shares of Common Stock issuable upon exercise of this Warrant
immediately prior to such adjustment, by (ii) the adjusted Exercise
Price.





(c) Consolidation, Merger or
Sale. In case of any consolidation of the Company with, or merger of the
Company into, any other entity, or in case of any sale or conveyance of all or
substantially all of the assets of the Company or other similar transaction
other than in connection with a plan of complete liquidation of the Company at
any time during the Exercise Period, then as a condition of such consolidation,
merger or sale or conveyance, adequate provision will be made whereby the holder
of this Warrant will have the right to acquire and receive upon exercise of this
Warrant in lieu of the shares of Common Stock immediately theretofore acquirable
upon the exercise of this Warrant, such shares of stock, securities, cash or
assets as may be issued or payable with respect to or in exchange for the number
of shares of Common Stock immediately theretofore acquirable and receivable upon
exercise of this Warrant had such consolidation, merger or sale or conveyance
not taken place. In any such case, the Company will make appropriate provision
to cause the provisions of this Section 4 thereafter to be applicable as nearly
as may be in relation to any shares of stock or securities thereafter
deliverable upon the exercise of this Warrant. The Company will not effect any
consolidation, merger or sale or conveyance of all or substantially all of its
assets or other similar transaction unless prior to the consummation thereof,
the successor entity (if other than the Company) assumes by written instrument
(a copy of which shall be delivered to the holder of this Warrant) the
obligations under this Warrant and the obligations to deliver to the holder of
this Warrant such shares of stock, securities or assets as, in accordance with
the foregoing provisions, the holder may be entitled to acquire. The provisions
of this Section 4(c) shall also apply to successive transactions covered by this
section.









(d) Distribution of
Assets. In case the Company shall declare or make any distribution of its
cash or other assets (or rights to acquire its assets) to all holders of Common
Stock as a partial liquidating dividend, stock repurchase, return of capital or
otherwise (including any distribution to the Company’s stockholders of shares
(or rights to acquire shares) of capital stock of a subsidiary) (a
“Distribution”), at any time during the Exercise Period, then, upon exercise of
this Warrant for the purchase of any or all of the shares of Common Stock
subject hereto, the holder of this Warrant shall be entitled to receive its
pro-rata amount of such assets (or such rights) as would have been payable to
the holder had such holder been the holder of such shares of Common Stock on the
record date for the determination of stockholders entitled to such
Distribution.




(e) Subsequent Equity Sales at
Less Than The Exercise Price.




(i) If the Company shall, at any time or
from time to time, issue any shares of Common Stock (or be deemed to have issued
shares of Common Stock as provided in Section 4(e)(ii)) other than Excluded
Securities (as defined below), without consideration or for a consideration per
share less than the Exercise Price in effect immediately prior to each such
issuance then the Exercise Price shall forthwith (except as provided in this
Section 4(e)(i)) be lowered to a price equal to the quotient obtained by
dividing:





(1)
            the
      total number of shares of Common Stock outstanding (including any shares
      of Common Stock deemed to have been issued pursuant to Section
      4(e)(ii)(3)) (it being understood that the shares of Common Stock issuable
      upon exercise of this Warrant immediately prior to such issuance shall be
      deemed to be outstanding for all purposes of the computation required in
      this Section 4(e)(i)(1)), immediately prior to such issuance multiplied by
      the Exercise Price as in effect immediately prior to such issuance,
      plus(2)
            the
      consideration received by the Company upon such issuance, by(3)
            the
      total number of shares of Common Stock outstanding (including any shares
      of Common Stock deemed to have been issued pursuant to Section 4(e)(ii))
      (it being understood that the shares of Common Stock issuable upon
      exercise of this Warrant immediately prior to such issuance shall be
      deemed to be outstanding for all purposes of the computation required in
      this Section 4(e)(i)(3)), immediately after the issuance of such Common
      Stock.




Following
a reduction in the Exercise Price under this Section 4(e)(i), the total number
of Warrant Shares issuable hereunder shall be proportionately increased such
that the aggregate Exercise Price payable hereunder, after taking into account
the decrease in the Exercise Price per Warrant Share, shall be equal to the
aggregate Exercise Price for all Warrant Shares prior to such
adjustment.





(ii) For the purposes of any adjustment of
the Exercise Price pursuant to Section 4(e)(i), the following provisions shall
be applicable:




(1)  In the case of the issuance of Common
Stock for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting therefrom any discounts, commissions or other expenses
allowed, paid or incurred by the Company for any underwriting or otherwise in
connection with the issuance and sale thereof.









(2)  In the case of the issuance of Common
Stock for a consideration in whole or in part other than cash, the consideration
other than cash be shall be deemed to be the fair market value thereof as
determined in good faith by the Board, irrespective of any accounting
treatment.




(3) In the case of the issuance of (x)
options to purchase or rights to subscribe for Common Stock, (y) securities by
their terms convertible into or exchangeable for Common Stock or (z) options to
purchase or rights to subscribe for such convertible or exchangeable
securities:




(i)  the aggregate maximum number of shares
of Common Stock deliverable upon exercise of such options to purchase or rights
to subscribe for Common Stock shall be deemed to have been issued at the time
such options or rights were issued and for a consideration equal to the
consideration (determined in the manner provided in Sections 4(e)(ii)(1),
4(e)(ii)(2) and 4(e)(ii)(3)), if any, received by the Company upon the issuance
of such options or rights plus the minimum purchase price provided in such
options or rights for the Common Stock covered thereby;





(ii)  the aggregate maximum number of shares
of Common Stock deliverable upon conversion of or in exchange for any such
convertible or exchangeable securities or upon the exercise of options to
purchase or rights to subscribe for such convertible or exchangeable securities
and subsequent conversion or exchange thereof shall be deemed to have been
issued at the time such securities were issued or such options or rights were
issued and for a consideration equal to the consideration received by the
Company for any such securities and related options or rights (excluding any
cash received on account of accrued interest or accrued dividends), plus the
additional consideration, if any, to be received by the Company upon the
conversion or exchange of such securities or the exercise of any related options
or rights (the consideration in each case to be determined in the manner
provided in Sections 4(e)(ii)(1), 4(e)(ii)(2) and
4(e)(ii)(3));




(iii)  on any change in the number of shares
or exercise price of Common Stock deliverable upon exercise of any options or
rights or conversions of or exchanges for such securities, other than a change
resulting from the anti-dilution provisions thereof, the Exercise Price shall
forthwith be readjusted to the Exercise Price as would have been obtained had
the adjustment made upon the issuance of such options, rights or securities not
converted prior to such change or options or rights related to such securities
not converted prior to such change been made upon the basis of such
change;




(iv)  on the expiration of any such options
or rights, the termination of any such rights to convert or exchange or the
expiration of any options or rights related to such convertible or exchangeable
securities in each case having been issued by the Company, the Exercise Price
shall forthwith be readjusted to the Exercise Price as would have been obtained
had the adjustment made upon the issuance of such options, rights, securities or
options or rights related to such securities been made on the basis that the
only shares of Common Stock so issued were the shares of Common Stock, if any,
actually issued or sold upon the exercise of such options or rights, upon the
conversion or exchange of such securities, or upon the exercise of the options
or rights related to such securities and subsequent conversion or exchange
thereof; and




(v)  no further adjustment of the Exercise
Price, as adjusted upon the issuance of such options or rights, rights to
convert or exchange or options or rights related to such convertible or
exchangeable securities.




(f)  Notice of Adjustment.
Upon the occurrence of any event which requires any adjustment of the Exercise
Price then, and in each such case, the Company shall give notice thereof to the
holder of this Warrant, which notice shall state the Exercise Price resulting
from such adjustment and the increase or decrease in the number of Warrant
Shares issuable upon exercise of this Warrant, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based. Such calculation shall be certified by the chief financial officer of the
Company.









(g)  Minimum Adjustment of the
Exercise Price. No adjustment of the Exercise Price shall be made in an
amount of less than 1% of the Exercise Price in effect at the time such
adjustment is otherwise required to be made, but any such lesser adjustment
shall be carried forward and shall be made at the time and together with the
next subsequent adjustment which, together with any adjustments so carried
forward, shall amount to not less than 1% of such Exercise Price.




(h)  No Fractional Shares.
No fractional shares of Common Stock are to be issued upon the exercise of this
Warrant, but the Company shall pay a cash adjustment in respect of any
fractional share which would otherwise be issuable in an amount equal to the
same fraction of the closing bid price of a share of Common Stock on the
Principal Market on the date of such exercise.




(i)  Other Notices. In
case at any time:




(i)   the Company shall declare any dividend
upon the Common Stock payable in shares of stock of any class or make any other
distribution (including dividends or distributions payable in cash out of
retained earnings) to the holders of the Common Stock;




(ii)  the Company shall offer for
subscription pro rata to the holders of the Common Stock any additional shares
of stock of any class or other rights;




(iii) there shall be any capital
reorganization of the Company, or reclassification of the Common Stock, or
consolidation or merger of the Company with or into, or sale of all or
substantially all of its assets to, another corporation or entity;
or




(iv) there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the
Company;




then, in
each such case, the Company shall give to the holder of this Warrant (a) notice
of the date or estimated date on which the books of the Company shall close or a
record shall be taken for determining the holders of Common Stock entitled to
receive any such dividend, distribution, or subscription rights or for
determining the holders of Common Stock entitled to vote in respect of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up and (b) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, notice of the date (or, if not then known, a reasonable estimate
thereof by the Company) when the same shall take place. Such notice shall also
specify the date on which the holders of Common Stock shall be entitled to
receive such dividend, distribution, or subscription rights or to exchange their
Common Stock for stock or other securities or property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding-up, as the case may be. Such notice shall be given at
least fifteen (15) days prior to the record date or the date on which the
Company’s books are closed in respect thereto. Failure to give any such notice
or any defect therein shall not affect the validity of the proceedings referred
to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing,
the Company may publicly disclose the substance of any notice delivered
hereunder prior to delivery of such notice to the holder of this
Warrant.




(j) Certain Events. If,
at any time during the Exercise Period, any event occurs of the type
contemplated by the adjustment provisions of this Section 4 but not expressly
provided for by such provisions, the Company will give notice of such event as
provided in Section 4 hereof, and the Company’s Board of Directors will make an
appropriate adjustment in the Exercise Price and the number of shares of Common
Stock acquirable upon exercise of this Warrant so that the rights of the holder
shall be neither enhanced nor diminished by such event.










(k) Certain
Definitions.




(i)  “Business Day” means any day, other
than a Saturday or Sunday or a day on which banking institutions in the State of
New York are authorized or obligated by law, regulation or executive order to
close.




(ii)  “Common Stock,” for purposes of this
Section 4, includes the Common Stock and any additional class of stock of the
Company having no preference as to dividends or distributions on liquidation,
provided that the shares purchasable pursuant to this Warrant shall include only
Common Stock in respect of which this Warrant is exercisable, or shares
resulting from any subdivision or combination of such Common Stock, or in the
case of any reorganization, reclassification, consolidation, merger, or sale of
the character referred to in Section 4(c) hereof, the stock or other securities
or property provided for in such Section.




(iii)“Common Stock Equivalents” means any
securities of the Company which would entitle the holder thereof to acquire at
any time Common Stock, including, without limitation, any debt, preferred stock,
rights, options, warrants or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock.




(iv)“Excluded Securities” shall mean
(i) any securities issued or issuable to employees, officers, directors of,
or contractors, consultants or advisors to, the Company pursuant to stock
purchase or stock option plans, stock bonuses or awards, contracts or other
arrangements and any shares of Common Stock issuable upon exercise of any such
securities, (ii) stock issued upon the conversion or exercise of any
convertible securities, options, warrants or other rights to acquire capital
stock of the Company issued on or before the date hereof, (iii) stock
issued in connection with any stock split, stock dividend or recapitalization by
the Company, (iv)  securities issued pursuant to commercial credit
arrangements, equipment financings or similar transactions, (v) stock
issued upon exercise of this Warrant, and (vi) securities issued pursuant
to strategic transactions with an operating company in a business synergistic
with the business of the Company and in which the Company receives benefits in
addition to the investment of funds or pursuant to acquisitions or equipment
leases, but shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose
primary business is investing in securities.




(i)“Principal Market” means the
Over-the-Counter Bulletin Board or, if the Common Stock is not traded on the
Over-the-Counter Bulletin Board, then the principal securities exchange or
trading market for the Common Stock.




5.  Issue
Tax. The issuance of
certificates for Warrant Shares upon the exercise of this Warrant shall be made
without charge to the holder of this Warrant or such shares for any issuance tax
or other costs in respect thereof, provided that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any certificate in a name other than the holder
of this Warrant.




6.  No Rights
or Liabilities as a Stockholder. This Warrant shall not entitle the
holder hereof to any voting rights or other rights as a stockholder of the
Company. No provision of this Warrant, in the absence of affirmative action by
the holder hereof to purchase Warrant Shares, and no mere enumeration herein of
the rights or privileges of the holder hereof, shall give rise to any liability
of such holder for the Exercise Price or as a stockholder of the Company,
whether such liability is asserted by the Company or by creditors of the
Company.













7.  Transfer,
Exchange, Redemption and Replacement of Warrant.




(a) Restriction on
Transfer. This Warrant and the rights granted to the holder hereof are
transferable in whole or in part, at any one time, upon surrender of this
Warrant, together with a properly executed assignment in the form attached
hereto, at the office or agency of the Company referred to in Section 7(e).
Until due presentment for registration of transfer on the books of the Company,
the Company may treat the registered holder hereof as the owner and holder
hereof for all purposes, and the Company shall not be affected by any notice to
the contrary.




(b) Warrant Exchangeable for
Different Denominations. This Warrant is exchangeable, upon the surrender
hereof by the holder hereof at the office or agency of the Company referred to
in Section 7(e) below, for new Warrants of like tenor of different denominations
representing in the aggregate the right to purchase the number of shares of
Common Stock which may be purchased hereunder, each of such new Warrant to
represent the right to purchase such number of shares as shall be designated by
the holder hereof at the time of such surrender.




(c) Replacement of
Warrant. Upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction, or mutilation of this Warrant and, in the case
of any such loss, theft, or destruction, upon delivery of an indemnity agreement
reasonably satisfactory in form and amount to the Company, or, in the case of
any such mutilation, upon surrender and cancellation of this Warrant, the
Company, at its expense, will execute and deliver, in lieu thereof, a new
Warrant of like tenor.




(d) Cancellation; Payment of
Expenses. Upon the surrender of this Warrant in connection with any
transfer, exchange, or replacement as provided in this Section 7, this Warrant
shall be promptly canceled by the Company. The Company shall pay all taxes
(other than securities transfer taxes) and all other expenses (other than legal
expenses, if any, incurred by the holder or transferees) and charges payable in
connection with the preparation, execution, and delivery of Warrants pursuant to
this Section 7.




(e) Warrant Register. The
Company shall maintain, at its principal executive offices (or such other office
or agency of the Company as it may designate by notice to the holder hereof), a
register for this Warrant, in which the Company shall record the name and
address of the person in whose name this Warrant has been issued, as well as the
name and address of each transferee and each prior owner of this
Warrant.




(f) Exercise or Transfer Without
Registration. If, at the time of the surrender of this Warrant in
connection with any exercise, transfer, or exchange of this Warrant, this
Warrant (or, in the case of any exercise, the Warrant Shares issuable
hereunder), shall not be registered under the Securities Act and under
applicable state securities or blue sky laws, the Company may require, as a
condition of allowing such exercise, transfer, or exchange, (i) that the holder
or transferee of this Warrant, as the case may be, furnish to the Company a
written opinion of counsel (which opinion shall be reasonably acceptable to the
Company and shall be in form, substance and scope customary for opinions of
counsel in comparable transactions) to the effect that such exercise, transfer,
or exchange may be made without registration under the Securities Act and under
applicable state securities or blue sky laws, (ii) that the holder or transferee
execute and deliver to the Company an investment letter in form and substance
reasonably acceptable to the Company and (iii) that the transferee be an
“accredited investor” as defined in Rule 501(a) promulgated under the Securities
Act; provided, that no such opinion, letter, or status as an “accredited
investor” shall be required in connection with a transfer pursuant to Rule 144
under the Securities Act.









8.  Notices. Any notices required or permitted to
be given under the terms of this Warrant shall be delivered personally or by
courier or by confirmed telecopy, and shall be effective five (5) days after
being placed in the mail, if mailed, or upon receipt or refusal of receipt, if
delivered personally or by courier, or by confirmed telecopy, in each case
addressed to a party. The addresses for such communications shall
be:




If
      to Leisurecorp LLC.C/o
      Istithmar PJSC
              Emirate
      Tower - Level 4Dubai,
      United Arab EmiratesAttn:
      David Spencer
              Chief
      Executive OfficerTelephone:
      +9714-3687630Telecopier:
      +9714-3687654





If to any
other holder, at such address as such holder shall have provided in writing to
the Company, or at such other address as such holder furnishes by notice given
in accordance with this Section.




10.  Governing
Law; Venue. All questions
concerning the construction, validity, enforcement and interpretation of this
Warrant shall be governed by and construed and enforced in accordance with the
laws of the State of New York. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant shall be commenced exclusively in the state and
federal courts sitting in the City of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of New York, borough of Manhattan for the adjudication of any dispute
hereunder, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Warrant and agrees that
such service shall constitute good and sufficient service of process and notice
thereof.




11.  Miscellaneous.




(a) This
Warrant and any provision hereof may only be amended by an instrument in writing
signed by the Company and the holder hereof.




(b) The
descriptive headings of the several Sections of this Warrant are inserted for
purposes of reference only, and shall not affect the meaning or construction of
any of the provisions hereof.




(c) In
case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefore, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.




(d)
Subject to the restrictions on transfer set forth herein, this Warrant may be
assigned by the holder. This Warrant may not be assigned by the Company. This
Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective successors and assigns. Subject to the preceding sentence,
nothing in this Warrant shall be construed to give to any Person other than the
Company and the holder any legal or equitable right, remedy or cause of action
under this Warrant.









(e) The
Company will not, by amendment of its governing documents or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder hereof against impairment. Without limiting the
generality of the foregoing, the Company (i) will not increase the par value of
any Warrant Shares above the amount payable therefore on such exercise, (ii)
will take all such action as may be reasonably necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares on the exercise of this Warrant, and (iii) will not close its
stockholder books or records in any manner which interferes with the timely
exercise of this Warrant.




(f) In
the event that the Company fails to observe or perform any covenant or agreement
to be observed or performed under this Warrant, the holder of this Warrant may
proceed to protect and enforce its rights by suit in equity or action at law,
whether for specific performance of any term contained in this Warrant or for an
injunction against the breach of any such term or in aid of the exercise of any
power granted in this Warrant or to enforce any other legal or equitable right,
or to take any one or more of such actions, without being required to post a
bond. None of the rights, powers or remedies conferred under this Warrant shall
be mutually exclusive, and each such right, power or remedy shall be cumulative
and in addition to any other right, power or remedy, whether conferred by this
Warrant or now or hereafter available at law, in equity, by statute or
otherwise.





IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer.




GPS
      INDUSTRIES, INC.By:
              /s/ J.
      Benjamin E PorterName:
              J.
      Benjamin E. PorterTitle:
              President












FORM
OF EXERCISE AGREEMENT




(To
be executed by the holder in order to Exercise the Warrant)




To:          GPS Industries,
      Inc.1358 Fruitville Road, Suite
      210Sarasota, FL
  34236Telecopier:                        
      (941)
      364-8190Attn:                        Chief Executive
      Officer




The
undersigned hereby irrevocably exercises the right to purchase _____________
shares of the Common Stock of GPS INDUSTRIES, INC., a corporation organized
under the laws of the State of Nevada (the “Company”), and tenders herewith
payment of the Exercise Price in full, in the amount of $_____________, in cash,
by certified bank check or by wire transfer for the account of the
Company.




The
undersigned agrees not to offer, sell, transfer or otherwise dispose of any
Common Stock obtained on exercise of the Warrant, except under circumstances
that will not result in a violation of the Securities Act of 1933, as amended,
or any state securities laws.




oThe
undersigned requests that the Company cause its transfer agent to electronically
transmit the Common Stock issuable pursuant to this Exercise Agreement to the
account of the undersigned or its nominee (which is _________________) with DTC
through its Deposit Withdrawal Agent Commission System (“DTC Transfer”).




oIn
lieu of receiving the shares of Common Stock issuable pursuant to this Exercise
Agreement by way of DTC Transfer, the undersigned hereby requests that the
Company cause its transfer agent to issue and deliver to the undersigned
physical certificates representing such shares of Common Stock.




The
undersigned requests that a Warrant representing any unexercised portion hereof
be issued, pursuant to the Warrant, in the name of the Holder and delivered to
the undersigned at the address set forth below:




Dated:_________________
            ____________________________________Signature
      of Holder____________________________________Name
      of Holder (Print)Address:____________________________________________________________________________________________________________









FORM
OF ASSIGNMENT




FOR VALUE
RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of
the undersigned under the attached Warrant, with respect to the number of shares
of Common Stock covered thereby issuable pursuant to the attached Warrant set
forth herein below, to:




Name of Assignee
              Address
              No of
Shares




and
hereby irrevocably constitutes and appoints _________________________________ as
agent and attorney-in-fact to transfer said Warrant on the books of the
within-named corporation, with full power of substitution in the
premises.




Dated:
      _____________________, ____In
      the presence of__________________







Name:Signature:Title
      of Signing Officer or Agent (if any):Address:
      ________________________Note: The above signature should
      correspond exactly with the name on the face of the within
      Warrant