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:
      January 18, 2008

     

    GPS
      INDUSTRIES, INC.

    STOCK
      PURCHASE WARRANT

     

    THIS
      CERTIFIES THAT, for value received, UPLINK CORPORATION (“Uplink”) 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), Four Million Nine Hundred
      Eighteen Thousand Thirty Three (4,918,033) 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. Vancouver 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., Vancouver 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (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 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (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;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (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.

     

    (v) “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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    (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:

     

    
      	
              Uplink
                Corporation

              6500
                River Place Blvd., Bldg IV, Suite 201

              Austin,
                Texas 78730

              Attn:
                Chief Executive Officer

              Telephone:
                (561) 743-8818

              Telecopy:
                (561) 743-8831

            	
              GPS
                Industries, Inc.

              Suite
                214, 5500 - 152nd Street

              Surrey,
                British Columbia V3S 5J9

              Telecopier: (604)
                576-7460

              Attn: Chief
                Executive Officer

            


    

    


    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 8.

     

    9. Intentionally
      Deleted

     

    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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    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.

     

    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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	GPS
              INDUSTRIES, INC.
	 	 	By:
              	
              /s/
                Douglas Wood

            
	 	 	Name:	
               Douglas
                Wood

            
	 	 	Title:
              	
              Chief
                Executive Officer

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    FORM
      OF EXERCISE AGREEMENT

     

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

     

    
      	
              To: GPS
                Industries, Inc.

            
	
              Suite
                214, 5500 - 152nd Street

            
	
              Surrey,
                British Columbia V3S 5J9

            
	
              Telecopier: (604)
                576-7460

            
	
              Attn: 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.

     

    The
      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”).

     

    In
      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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    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:

            
	 	 	
               

            
	 	 	
               

            
	 	 	
               

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    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

            


    

     

    
      
        
        

      

      
        14