**Exhibit10.1****LICENSEAGREEMENT**          This License Agreement (“Agreement”) effective as of the ___day of ___, 2006, byand between GPS Industries, Inc., a corporation organized under the laws of Nevada, U.S.A., havinga business address at 5500 — 152nd Street, Suite 214, Surrey B.C. Canada V3S 8E7 (“Licensor”) andPROLINK SOLUTIONS LLC,, a limited liability company organized under the laws of the State ofDelaware, having a business address at 410 S. Benson Lane, Chandler, Arizona 85224(“Licensee”).          WHEREAS, Licensor is the assignee of the patents listed in Schedule A, attached hereto,pertaining to Distance Measurement and tracking on a golf course using GPS technology (“LicensorPatents”).          WHEREAS, Licensor and Licensee have agreed to settle a dispute arising from Licensee’s saleand installation of the ProLink GPS System per the Settlement Agreement dated ___, 2006;          WHEREAS, pursuant to the terms of the Settlement Agreement, Licensor is willing to grant andLicensee wishes to receive a non-exclusive license to dispose of, offer to dispose of, deal in anyway with, make, use, sell, offer for sale and import golf course management systems as describedand claimed in Licensor Patents.          NOW, THEREFORE, in consideration of the mutual covenants and promises made herein and forother good and valuable consideration, the parties agree as follows:**I.****DEFINITIONS**          1.1 “Licensed Products” shall mean a system or parts of a system comprising a product orproducts for a golf course using GPS technology manufactured and/or sold by or for ProLink whichproduct(s) in the absence of this Agreement would infringe at least one claim of the LicensorPatents.          1.2 “Licensed Territory” shall mean those countries in which the Licensor Patents have beengranted (See Schedule A) or may be enforced.          1.3 “Course” shall mean a golf course at a specified location.
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          1.4 “Course Management” shall mean tracking the position of a golfer on a Course with LicensedProducts.          1.5 “Distance Measurement” shall mean measuring distance from a GPS receiver on a Course to afeature on the Course using GPS.          1.6 “Third Party” shall mean a company or entity not owned or controlled by Licensor.II. **GRANT OF NON-EXCLUSIVE LICENSE**          2.1 Licensor hereby grants and Licensee hereby accepts a non-exclusive license in each countryof the Licensed Territory under the Licensor Patents to dispose of, offer to dispose of, deal inany way with, make, have made, use, sell, offer for sale or import Licensed Products in and to theLicensed Territory, which license expressly permits the resale of Licensed Products by Licensee’sthird party distributors in the Licensed Territory.          2.2 Licensee is not granted any right to sub-license, in whole or in part, the LicensorPatents, but shall have the right to procure manufacturing from third party contractors, to permitits golf course customers to use the Licensed Products , and to permit its distributors to disposeof, offer to dispose of, deal in any way with, make, have made, use, sell, offer for sale or importthe Licensed Products.          2.3 Licensor warrants that it is entitled to grant the rights referred to in clause 2.1 andthat, apart from the rights granted in this Agreement, it has not granted or agreed to grant in theLicensed Territory any conflicting exclusive rights under the Licensor Patents to any Third Party.
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          2.4 Licensor warrants that it has not and will not offer a fully paid-up license in theLicensed Territory to any Third Party on better terms, financial or otherwise, than that offeredto Licensee.          2.5 Licensor warrants that any license granted to a Third Party in respect of the patentsunder the heading EUROPE in Schedule A will be in respect of all those patents.III. **PAYMENTS TO LICENSOR**          3.1 Double Taxation Treaties          The Licensor and Licensee agree to cooperate to make use of any double taxation treaties thatmay be available to enable Licensee to pay royalties without deduction of withholding taxes.          3.2 Paid-Up License          Licensee shall pay Licensor a lump sum of One Million, Two Hundred Thousand Dollars($1,200,000) for a fully paid-up license under the Licensor Patents. This payment shall be madein accordance with the payment schedule and further instructions set forth in clauses 2.2 through2.4 of the Settlement Agreement.          3.3 The paid-up license fee is in consideration of and includes full settlement for pastinfringement relating to the Licensor Patents by any of the Defendants to the Proceedings (both asdefined in the Settlement Agreement), any other distributors of Licensee, and Affiliates of theforegoing. Except for obligations created by or arising out of this Agreement or the SettlementAgreement, Licensor hereby releases the Defendants, any other distributor of Licensee, andAffiliates from any and all claims, causes of action, damages or liabilities prior to the date ofthis Agreement based on, relating to, or arising out of the Licensor Patents whether or notexpressly set out in the Proceedings and whether or not known to, notified to, or in the presentcontemplation of Licensor. “Affiliates” shall mean the
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directors, officers, employees, parent companies, majority owned subsidiaries, andshareholders of a Defendant or other distributor of Licensee.IV. **PATENT MARKING/NOTICE**          4.1 Licensee agrees to apply or have applied to all Licensor Products sold, leased or disposedof by it, such patent notice as may be required by the laws of the country where manufactured, soldor leased or as may be reasonably requested by Licensor.          4.2 The parties acknowledge their mutual interest in policing and preventing unlicensed use ofthe Licensor Patents by third parties. Licensee shall have the right to notify third parties thatit holds a non-exclusive license under the Licensor Patents, but shall have no right to enforce theLicensor Patents. In the event that Licensee believes in good faith that a third party is sellinga product that may infringe a Licensor Patent in the Licensed Territory, then Licensee may providewritten notice to Licensor of same, which notice shall include contact information for such thirdparty and any known information or evidence relating to the potential infringement. If Licensorbelieves in good faith there is a potential infringement, it shall promptly notify said third partyof the relevant Licensor Patent and request that the third party contact Licensor to discuss apotential license. Licensor shall provide written confirmation to Licensee that such notice letterhas been sent to the third party within three business days of its transmission to the third party.In the event Licensor believes that further information is required regarding the potentialinfringement, it shall notify Licensee to that effect, and the parties shall cooperate in goodfaith to obtain sufficient information. The parties acknowledge that Licensee is not an agent ofLicensor with respect to the enforcement or licensing of the Licensor Patents. Licensor shall notbe bound in any way to enforce the Licensor Patents against any such third parties or license thirdparties except at its own discretion.
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V. **WARRANTIES AND INDEMNIFICATION**          Licensee agrees to defend, indemnify, and hold harmless Licensor against all claims andactions as a result of any sales, property damage, or personal injury sustained by Licensee, itsemployees, or other parties, as a result of use of the Licensor Patents or Licensed Products.          licensor disclaims any warranty as to the current validity of the licensor patents,noninfringement of licensed products, and any warranty as to the accuracy, sufficiency orsuitability of the licensed products and assumes no responsibility or liability for loss ordamages, whether direct, indirect, consequential, or incidental which might arise out of others’use of the licensed products, which shall be entirely at licensee’s risk and peril. licensor shallhave no obligation to defend any claim or suit, or to hold harmless or indemnify licensee againstany allegation of infringement or violation of any patent right of a third party by reason oflicensee’s use of the licensed products.VI. **TERM AND TERMINATION**          6.1 The term of this Agreement shall start as of the effective date listed above and shall, ineach country of the Licensed Territory, continue in force for the life of the Licensor Patents ineffect in such country unless terminated at an earlier date pursuant to another provision of thisAgreement.          6.2 This Agreement may be terminated: (a) By the mutual, written agreement of the Licensor and Licensee;  (b) In the event either party defaults or breaches any of theprovisions of this Agreement or the Settlement Agreement, the other party mayterminate this Agreement by giving the defaulting or breaching party twenty(20) days written notice thereof; provided, however, that if the defaulting orbreaching party, within the twenty (20) day period referred to, cures saiddefault or breach,
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   this Agreement shall continue in full force and effect the same as if suchdefault or breach had not occurred.  (c) If all of the claims of the Licensor Patents are declaredinvalid by final judgments, orders or decrees in each applicable country fromwhich no further appeals can be taken.  (d) By the Licensor if the Licensee or its third party distributorsor its Affiliates directly or indirectly oppose or assist any third party todispute the validity of the Licensor Patents or any of the claims thereof.  (e) By the Licensor if the Licensee files for bankruptcy or becomesor is insolvent.VII. **DISPUTES**          If a dispute arises out of or relates to this Agreement, or the breach hereof, the partiesagree first to try in good faith to settle the dispute by mediation under the Commercial MediationRules of the American Arbitration Association, before resorting to arbitration. Thereafter, anyremaining unresolved controversy or claim arising out of or relating to this Agreement, or breachhereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of theAmerican Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may beentered in any court having jurisdiction thereof. The seat of the arbitration shall be inCalifornia, U.S.A. and the decision of the arbitrators shall be final. The prevailing party shallbe entitled to reasonable attorney’s fees in addition to costs and necessary disbursements.VIII. **NOTICES**          Any notice or report made by a party shall be considered proper and effective if mailed to theother by registered mail addressed as shown below, or
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delivered in person. Each party stipulates that the below address is correct and current, andagrees to notify the other of any changes.       Licensor: Chief Financial Officer    GPS Industries, Inc.    5500 — 152nd Street, Suite 214    Surrey B.C. Canada V3S 8E7       Licensee: General Counsel    ProLink Solutions LLC    410 S. Benson Lane,    Chandler,    Arizona 85224IX. **GOVERNMENTAL APPROVAL**          9.1 Any approval of this Agreement by a government which is required to enable Licensee toenter into this Agreement or to make payments to Licensor hereunder in U.S. dollars shall besecured in writing by Licensee who shall supply the same or a true copy thereof to Licensorwithin six (6) months of either the date of this Agreement or the date when Licensee makes adetermination to operate under this Agreement in any foreign country where such governmentalapproval is required.          9.2 If any government department, court or other body in authority, finds any of theprovisions in this Agreement at any time to be unenforceable or unlawful (whether under Articles81 or 82 of the European Union’s Treaty of Rome or under the provisions of the United Kingdom’sCompetition Act 1998 or otherwise) either party may require a reasonable amendment to thisAgreement to ensure that this Agreement complies with, and is enforceable under, suchprovisions. If this Agreement is not capable of such amendment, the offending provision shallbe deemed to be deleted from this Agreement and the remaining provisions shall continue in fullforce and effect.
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X. **GENERAL PROVISIONS**          10.1**waiver**. Waiver by either party of any breach or default of any ofthe provisions herein set forth shall not be deemed a waiver as to any subsequent or any otherbreach or default.          10.2**modification, force majeure**. Any amendment or modification of thisAgreement or any right hereunder shall not be effective unless made in writing and signed byboth of the parties hereto. Neither party will be liable for delays in performance due tocircumstances beyond its reasonable control.          10.3**successors and assigns**. All terms and provisions of this Agreementshall be binding upon and inure for the benefit of the parties hereto, and their successors andassigns and legal representatives, except that Licensee may not assign this Agreement nor anyright granted hereunder, in whole or in part, without Licensor’s prior written consent. Forpurposes of this Agreement, a change of control by and of Licensee shall be deemed an assignmentand Licensor’s prior written consent is required to assign this Agreement, such consent not tobe unreasonably withheld; provided, however, that Licensor specifically reserves the right towithhold consent if the party assuming control of the Licensee is involved in a dispute with theLicensor.          10**.**4**governing law; severability.**This Agreement shall be governed bythe laws of the State of Delaware U.S.A. If any provisions of the Agreement or the applicationof any such provision shall be held to be contrary to law, the remaining provisions of thisAgreement shall continue in full force and effect.          10.5**entire agreement.**The parties acknowledge that this Agreement expressestheir entire understanding and agreement, and that there have been no warranties,representations, covenants of understandings made by either party to the other except such asare expressly set forth herein.
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         GPS INDUSTRIES, INC.   PROLINK SOLUTIONS LLC         By:     By:                    Name:     Name:                    Title:     Title:                    Date:     Date:           
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