AMENDMENT
      TO ASSET PURCHASE AGREEMENT

     

    This
      Amendment to Asset Purchase Agreement (the “Amendment”) by and between GPS
      INDUSTRIES, INC. a Nevada corporation (“Buyer”) and UPLINK CORPORATION, a Texas
      corporation (“Seller”) is made and entered into as of January 18, 2008 with
      reference to the following:

     

    A. Buyer
      and
      Seller have entered into that certain Asset Purchase Agreement dated as of
      August 31, 2007 (the “Purchase Agreement”). Defined terms not defined
      herein shall have the meanings ascribed to them in the Purchase
      Agreement.

     

    B. Concurrently
      with the execution of this Amendment, the parties are closing the transfer
      of
      the Purchased Assets.

     

    C. The
      parties wish to amend certain provisions of the Purchase Agreement as set forth
      herein.

     

    ARTICLE
      I.

    AMENDMENT

     

    The
      Purchase Agreement is hereby amended as follows:

     

    1.1. Section 1.1
      is hereby amended by adding at the end of the definition of “Intellectual
      Property” the following: “including, without limitation, all rights to the name
“UpLink”.’

     

    
      	
            	1.2.	
              Section 2.2(B)
                is hereby deleted.

            


    

     

    
      	 	
              1.3.

            	
              Sections 2.2(C)
                and (D) are hereby amended by adding to each such Section the
                following:

            


    

     

    “Attached
      as Appendix A is an updated Appendix A as of December 31, 2007,
      which replaces in its entirely Appendix A as previously attached to the Purchase
      Agreement.” 

     

    
      	
            	1.4.	
              Section 2.2
                is further amended by adding the following as Sections (E) and
                (F):

            


    

     

    “(E) Any
      liability (including costs of defense, settlement costs, and judgment amount)
      the allegations in the Complaint entitled “ProLink Holdings vs. UpLink
      Corporation et al.” (the “ProLink Case”) and any amended or subsequent actions,
      if any, involving the same patents, namely Patent No. 6,236,940 (May 22,
      2001)(Display Monitor for Golf Cart Yardage and Information System); Patent
      No.
      6,470,242 (October 22,2002) (Display Monitor for Golf Cart Yardage); or Patent
      No. 6,525,690 (Feb. 25, 2003) Golf Course Yardage and Information System with
      Zone Detection. Buyer hereby elects to defend the ProLink Case, at its expense,
      and Seller consents to such election.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “(F) The
      Parties agree that it will be necessary to reconcile the Assumed Liabilities
      with actual figures as of the Closing Date as such information becomes
      available. The Parties shall use their best efforts to update Appendix A as
      of the Closing Date, within 30 days after the Closing Date, it being understood
      that there will be no increase in the amount of the Assumed Liability in
      Appendix A on line “Accrued partner fee - Club Car” to be assumed by Buyer. The
      parties agree that Seller will not assume or retain any additional operating
      liabilities as a result of this reconciliation which shall be consistent with
      the line items and associated amounts contained in Appendix A. Seller’s
      retained liabilities shall be those allocated to it in Appendix A in effect
      as
      of Closing.”

     

    
      	 	
              1.5.

            	
              Section 2.3
                (G) is hereby amended by adding at the end: “other than the Prolink Case.”
                

            


    

     

    
      	 	
              1.6.

            	
              Section 2.3
                (N) is hereby amended by adding at the end: “other than the Prolink
                Case.”

            


    

     

    
      	 	
              1.7.

            	
              Section 2.3
                is hereby further amended by adding a new subparagraph Q as
                follows:

            


    

     

    “(Q) Amounts
      owed to Silicon Valley Bank.”

     

    
      	 	
              1.8.

            	
              Section 2.4(ii)
                is hereby amended by deleting “an aggregate amount of $18,000,000” and
                substituting the following for subparagraphs (a), (b) and
                (c):

            


    

     

    “(a) notes
      (the “Secured Notes”) in the aggregate principal amount of $1,521,328 payable in
      six equal monthly cash installments of $253,554.67 each, together with interest
      on the unpaid balance thereon at prime plus 1%, commencing on January 31,
      2008 with a final principal and interest payment on June 30, 2008. The Secured
      Notes will be secured by a security interest in the assets of Buyer granted
      in a
      Security Agreement in the form attached hereto as Exhibit L (the “Security
      Agreement”);

     

    (b) 120,000
      shares of Buyer’s Series B Preferred Stock (the “Preferred Shares”) and warrants
      to purchase 4,918,033 shares of Buyer’s Common Stock (the “Preferred Warrant”)
      at an exercise price of $0.122 per share; and

     

    “(c) 142,083,334
      shares of Common Stock (the “GPS Shares”) to be deposited in Escrow pursuant to
      Section 8.4.”

     

    
      	 	
              1.9.

            	
              Section 2.4.1
                is hereby amended by substituting “42%” for “34%” on the second line and
                “(59,675,000)” for “(43,916,667)” on the third
                line.

            


    

     

    
      	 	
              1.10.

            	
              Section 2.5(B)
                is hereby amended by substituting “Closing” for “date hereof” in the first
                line thereof.

            


    

     

    
      
         

      

      
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              1.11.

            	
              Section 3.2(A)
                is hereby amended by deleting subparagraph (1) and adding at the end
                thereof a new paragraph (ii):

            


    

     

    “(ii) an
      agreement or agreements (the “Secured Holder Agreements”) from the holders of
      the liens listed on Schedule 1.5, (2 and 13) that upon payment of the
      Secured Notes such liens will be released.”

     

    
      	 	
              1.12.

            	
              Section 3.2(B)
                is hereby amended by adding at the end thereof new paragraphs
                (7)-(10)

            


    

     

    ”(7)
      the
      Secured Notes;

     

    (8)
      the
      Security Agreement and executed UCC-1s;

     

    (9)
      the
      Series B Preferred Stock Certificate; and

     

    (10)
      the
      Preferred Warrant.

     

    
      	 	
              1.13.

            	
              Section 4.9
                is hereby amended by adding after “Schedule 4.9”
                on the first line: “and the ProLink
                Case.”

            


    

     

    
      	 	
              1.14.

            	
              Section
                4.12(B) is hereby amended by adding after “Schedule
                4.12(b)”
                on the first line “and the ProLink
                Case,”

            


    

     

    
      	 	
              1.15.

            	
              Section
                4.12(E) is hereby amended by adding after “Schedule
                4.12(e)”
                on the first line “and the ProLink
                Case,”

            


    

     

    
      	 	
              1.16.

            	
              Section 4.16
                is hereby amended by adding after “Schedule 4.16”
                on the first line: “and the ProLink
                Case,”

            


    

     

    
      	
            	1.17.	
              There
                shall be added a new Section 4.25 as follows:


            


    

     

    “4.25 Club
      Car Agreement.
      Seller
      and Club Car, Inc. are currently engaged in active negotiations to complete
      the
      Development Agreement and patent license referred to in Section 6.13, and Club
      Car, Inc has not advised Seller that it intends to terminate such negotiations.”


     

    
      	 	
              1.18.

            	
              Section 5.6
                B is hereby amended by substituting “565,876,867” for “524,912,778” and
                adding thereafter “which includes shares of Buyer’s Common Stock issuable
                upon conversion of the Preferred
                Shares.”

            


    

     

    
      	 	
              1.19.

            	
              Section 5.6
                D is hereby amended by adding “and the Preferred Shares” after “GPS
                Shares” on the first line.

            


    

     

    
      	 	
              1.20.

            	
              Sections 5.9
                and 5.10 are hereby amended by adding at the beginning of such Sections:
                “Except for the ProLink Case,”

            


    

     

    
      
         

      

      
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            	1.21.	
              There
                shall be added a new Section 6.13 as
                follows:

            


    

     

    “6.13 Change
      of Name.
      

     

    As
      soon
      as practicable following Closing (but in no event later than ten business days),
      Seller shall change its corporate name to a name which does not include UpLink
      or any similar name.”

     

    
      	
            	1.22.	
              There
                shall be added a new Section 6.14 as
                follows:

            


    

     

    “6.14 Club
      Car Agreement.

     

    Seller
      shall continue to use its best efforts to complete the Development Agreement
      and
      the IQLink non-exclusive patent license as generally outlined in the Letter
      of
      Intent dated June 28, 2007 between Seller and Club Car, Inc. attached
      hereto as Exhibit J with payment for development of at least $750,000 plus
      a royalty of at least $10 per vehicle for not less than 60,000 vehicles (the
      “Minimum Terms”). Seller shall keep Buyer informed as to the status of the
      negotiations and provide drafts of any proposed agreement. Provided that the
      Minimum Terms have been met and the Development Agreement as completed is in
      form and substance reasonably satisfactory to Buyer, upon execution, Seller
      shall assign to Buyer (at or after Closing) the Development Agreement and Buyer
      shall accept such assignment.”

     

    
      	 	
              1.23.

            	
              Section 7.1
                is hereby amended by (a) adding “Except for the ProLink Case,” at the
                beginning of (E) and (b) deleting
                (F).

            


    

     

    
      	 	
              1.24.

            	
              Section 7.2
                is hereby amended by (a) adding “Except for the ProLink Case,” at the
                beginning of (F), and (b) deleting
                (M),

            


    

     

    
      	 	
              1.25.

            	
              Section 8.5(A)
                is hereby amended by deleting such Paragraph and substituting the
                following: “On the First Anniversary Date, all of the GPS Shares except
                for any remaining Target Shares that continue to be subject to the
                Repurchase Right shall be released from escrow to the extent such
                Shares
                otherwise to be released are not necessary to cover the Offset Amount
                or
                the amount that in the reasonable and good faith judgment of Buyer
                may be
                necessary to satisfy any unresolved or unsatisfied Losses specified
                in any
                Claim Notice that has been delivered in good faith and in accordance
                with
                the terms hereof prior to the date of the scheduled release (a
                “Pending
                Claim Amount”).”

            


    

     

    ARTICLE
      II.

    SELLER’S
      SCHEDULES

     

    Attached
      to this Amendment are Seller’s revised Schedules. 

     

    
      
         

      

      
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    ARTICLE
      III.

    EFFECT
      OF AGREEMENT

     

    Except
      as
      expressly set forth herein, the terms of the Purchase Agreement remain in full
      force and effect.

     

    IN
      WITNESS WHEREOF, each of the parties has executed this Amendment as of the
      date
      first above written.

     

    
      
        	
                GPS
                  INDUSTRIES, INC., 

                a
                  Nevada corporation

              	 	
                UPLINK
                  CORPORATION, 

                a
                  Texas corporation

              
	 	 	 
	
                By:

              	
                /s/
                  Douglas Wood

              	 	
                By:

              	
                /s/
                  Glenn A. Pierce, Jr.

              
	 	
                Name:

              	
                Douglas
                  Wood

              	 	 	
                Name:

              	
                Glenn
                  A. Pierce, Jr.

              
	 	
                Title:

              	
                Chief
                  Executive Officer

              	 	 	
                Title:

              	
                Chief
                  Executive Officer

              


      

    

     

    
      
         

      

      
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