ASSET
      PURCHASE AGREEMENT

    


    BY
      AND BETWEEN

     

    GPS
      INDUSTRIES, INC.

     

    “BUYER”

     

    AND

     

    UPLINK
      CORPORATION

     

    “SELLER”

     

    DATED:
      as of August 31, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET
      PURCHASE AGREEMENT

     

    This
      ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 31, 2007
      (the “Agreement Date”), is by and among GPS INDUSTRIES, INC., a Nevada
      corporation (“Buyer”),
      on
      the one hand, and UPLINK CORPORATION, a Texas corporation (“Seller”),
      on
      the other hand.

     

    RECITALS

     

    A. Seller
      is
      engaged in the business of manufacturing, selling, leasing and servicing of
      devices for use on golf courses employing global positioning systems (the
“Business”).

     

    B. Buyer
      desires to purchase from Seller, and Seller desires to sell to Buyer, all of
      the
      assets relating to the Business and to assume certain liabilities of Seller
      associated therewith, subject to the terms and conditions set forth in this
      Agreement.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants contained
      in
      this Agreement and for other good and valuable consideration, the receipt and
      adequacy of which are hereby acknowledged, the parties hereby agree as
      follows:

     

    ARTICLE
      I.

     

    DEFINITIONS

     

    1.1 Defined
      Terms.
      As used
      in this Agreement, the terms below shall have the following meanings. Any such
      term, unless the context otherwise requires, may be used in the singular or
      plural, depending upon the reference.

     

    “Accounts
      Receivable”
of
      a
      Person shall mean all accounts, notes, accounts receivable, payment intangibles,
      contract rights, drafts, and other forms of claims, demands, instruments,
      receivables and rights to the payment of money or other forms of consideration,
      whether for goods or other property sold, leased or licensed, services performed
      or to be performed, or otherwise, owned by that Person or in which that Person
      has any interest, together with all guarantees, security agreements and other
      rights and interests guaranteeing or securing the same.

     

    “Affiliate”
has
      the
      meaning set forth in the Exchange Act. Without limiting the foregoing, all
      directors and officers of a Person that is a corporation and all managing
      members of a Person that is a limited liability company shall be deemed
      Affiliates of such Person for all purposes hereunder.

     

    “Ancillary
      Agreements”
means
      the Assignment of Contract Rights, the Assignment of Intellectual Property
      documents, the Assumption Agreement, the Bill of Sale, the Employment
      Agreements, the Escrow Agreement, the Registration Rights Agreement, and the
      Non-Competition Agreements.

     

    “Assigned
      Contracts”
means
      those Contracts listed on Schedule
      1.3
      under
      the heading ‘Assigned Contracts.’


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Assigned
      Leases”
means
      those Leases listed on Schedule
      1.3
      under
      the heading ‘Assigned Leases.’ 

     

    “Assignment
      of Contract Rights”
means
      that certain assignment of contract rights, substantially in the form attached
      hereto as Exhibit
      A,
      to be
      entered into at Closing by Seller.

     

    “Assignment
      of Intellectual Property Rights”
means,
      collectively, that certain assignment of copyrights, substantially in the form
      attached hereto as Exhibit
      B-1,
      that
      certain assignment of trademarks and domain names, substantially in the form
      attached hereto as Exhibit
      B-2,
      and
      that certain assignment of patents, substantially in the form attached hereto
      as
Exhibit
      B-3
      each to
      be entered into at Closing by Seller.

     

    “Assumption
      Agreement”
means
      that certain assumption agreement, substantially in the form attached hereto
      as
Exhibit
      C,
      to be
      entered into at Closing by Buyer in favor of Seller.

     

    “Balance
      Sheet”
means
      the consolidated balance sheet of Seller dated the Balance Sheet Date, together
      with the notes thereon.

     

    “Balance
      Sheet Date”
means
      June 30, 2006.

     

    “Benefit
      Arrangement”
means
      any employment, consulting, severance or other similar contract, plan,
      arrangement or policy, and each plan, arrangement (written or oral), program,
      agreement or commitment providing for insurance coverage (including any
      self-insured arrangements), workers’ compensation, disability benefits,
      supplemental unemployment benefits, retirement benefits, life, health,
      disability or accident benefits or for deferred compensation, profit-sharing
      bonuses, stock options, stock purchases or other forms of incentive compensation
      or post-retirement insurance, compensation or benefits which (A) is not a
      Welfare Plan, Pension Plan or Multi-employer Plan, and (B) is entered into,
      maintained, contributed to or required to be contributed to, by Seller or an
      ERISA Affiliate or under which Seller or any ERISA Affiliate may incur any
      liability.

     

    “Best
      Efforts”
means
      the diligent, reasonable and good faith efforts that a prudent Person desirous
      of achieving a result would use in similar circumstances to ensure that such
      result is achieved as expeditiously as possible on commercially reasonable
      terms. 

     

    “Bill
      of Sale”
means
      that certain bill of sale, substantially in the form attached hereto as
Exhibit
      D,
      to be
      entered into at Closing by Seller in favor of Buyer.

     

    “Books
      and Records”
means
      (i) all records and lists of Seller pertaining to the Purchased Assets, (ii)
      all
      records and lists pertaining to the Business or the customers, suppliers or
      personnel of Seller, (iii) all product, business and marketing plans of Seller
      pertaining to the Business and (iv) all books, ledgers, files, reports, plans,
      drawings and operating records of every kind maintained by Seller pertaining
      to
      the Business.

     

    “Breach”
means,
      and a material breach of a representation, warranty, covenant, obligation or
      other provision of this Agreement or any Ancillary Agreement will be deemed
      to
      have occurred if there is or has been, any material inaccuracy in or breach
      of,
      or any failure to perform or comply with, such representation, warranty,
      covenant, obligation or other provision.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Business
      Day”
means
      any day of the year on which national banking institutions are open to the
      public for conducting business and are not required or authorized to close.
      

     

    “Cash”
shall
      mean money, currency or a credit balance in a deposit account at a financial
      institution.

     

    “Cash
      Equivalents”
shall
      mean (i) marketable direct obligations issued or unconditionally guaranteed
      by the United States Government or issued by any agency thereof and backed
      by
      the full faith and credit of the United States, in each case maturing within
      one
      year from the date of acquisition; (ii) marketable direct obligations
      issued by any state of the United States of America or any political subdivision
      of any such state or any public instrumentality thereof maturing within one
      year
      form the date of acquisition and, at the time of acquisition, having the highest
      rating obtainable from either Standard & Poor’s Corporation or Moody’s
      Investors Service, Inc.; (iii) commercial paper issued by any Bank or any
      bank holding company owning any Bank maturing no more than one year from the
      date of its creation and, at the time of acquisition, having the highest rating
      obtainable from either Standard & Poor’s Corporation or Moody’s Investors
      Service, Inc.; and (iv) certificates of deposit or bankers’ acceptances
      maturing within one year from the date of acquisition issued by any Bank or
      by
      any commercial bank organized under the laws of the United States of America
      or
      any state thereof having combined capital and surplus of not less than
      $250,000,000.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended.

     

    “Common
      Stock”
means
      Restricted Shares of the Common Stock of Buyer.

     

    “Condition-Related
      Material Adverse Effect”
or
      “Condition-Related
      Material Adverse Change”
means
      any effect, change, event, circumstance or condition (other than relating to
      general business conditions) which, when considered either individually or
      with
      other effects, changes, events or circumstances, has or causes a significant
      and
      substantial adverse effect or change in (i) for purposes of Section
      7.2
      and
Section
      9.3(A)(3),
      the
      condition (financial or other), business, results of operations, assets,
      Liabilities, properties or operations of the Business taken as a whole and/or
      the Purchased Assets taken as a whole or (ii) for purposes of Section
      7.1
      and
Section
      9.3(A)(4),
      the
      ability of Seller to consummate the transactions contemplated
      hereby.

     

    “Confidentiality
      Agreement”
means
      the Confidentiality and Nondisclosure Agreement dated December 12, 2006 between
      Seller and Buyer. 

     

    “Consent”
means
      any approval, consent, ratification, waiver, or other authorization (including
      any Permit).

     

    “Contract”
means
      any agreement, contract, note, loan, evidence of indebtedness, purchase order,
      letter of credit, indenture, security or pledge agreement, covenant not to
      compete, license, instrument, commitment, obligation, promise or undertaking
      (whether written or oral and whether express or implied) to which Seller is
      a
      party or is bound and which relates to the Business or the Purchased
      Assets.

     

    “Contract
      Rights”
means
      all of the rights and, to the extent they are Assumed Liabilities, obligations
      of Seller under the Assigned Contracts.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Customer/User
      Data”
means
      the lists and databases of the Persons who are customers of the Business, have
      registered on-line with the Business or who have subscribed on-line for services
      or products of the Business, including, without limitation, through the
      Websites.

     

    “Default”
means
      (a) a Breach of or default under any Contract or Lease which have not been
      remedied or (b) the occurrence of an event that with the passage of time or
      the
      giving of notice or both would constitute a breach or default under any Contract
      or Lease. 

     

    “Disclosure
      Schedule”
means
      the schedule executed and delivered by Seller to Buyer as of the Closing Date
      setting forth the exceptions to the representations and warranties contained
      in
Article
      IV
      and
      certain other information called for by this Agreement. Unless otherwise
      specified, each reference in this Agreement to any numbered schedule is a
      reference to the corresponding numbered schedule, which is included in the
      Disclosure Schedule.

     

    “Employee
      Plans”
means
      all Benefit Arrangements, Pension Plans and Welfare Plans.

     

    “Employment
      Agreements”
means
      the employment agreements (and separate related confidentiality agreements,
      upon
      Buyer’s request), substantially in the forms attached hereto as Exhibit
      E-1,
      to be
      entered into at Closing by Buyer and the Persons described in Section
      7.2(G).

     

    “Encumbrance”
means
      any charge, claim, co-authorship, co-inventorship, or co-ownership interest,
      condition, easement, equitable interest, lien, option, pledge, security
      interest, right of first refusal or restriction of any kind (including any
      restriction on use, voting, transfer (other than restrictions on transfer
      imposed by federal and state securities laws), receipt of income or exercise
      of
      any other attribute of ownership).

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended, or any
      successor law, and regulations and rules issued pursuant to that Act or any
      successor law.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as it may be amended from time to time,
      and
      the rules and regulations promulgated thereunder.

     

    “Excluded
      Assets,”
      notwithstanding any other provision of this Agreement, means the following
      assets of Seller, which are not to be acquired by Buyer pursuant to this
      Agreement:

     

    (1) the
      original minute books, stock records and corporate seals of Seller; provided
      that
      copies thereof have been delivered to Buyer;

     

    (2) all
      personnel records and other records that Seller is required by Law to retain
      in
      original form; provided
      that, in
      each case, copies thereof have been delivered to Buyer; 

     

    (3) all
      rights of Seller under this Agreement or any of the Ancillary Agreements;
      and

     

    (4) such
      other assets as listed on Schedule 1.6.

     

    “Facilities”
means
      all offices, warehouses, improvements and all other related facilities used
      in
      connection with the Business.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Facility
      Lease”
means
      all of the leases of Facilities listed on Schedule
      4.11(a).

     

    “Family
      Member”
means,
      with respect to any individual (i) the individual, (ii) the individual’s spouse,
      (iii) any other natural Person who is related to the individual or the
      individual’s spouse within the second degree (including adopted children) and
      (iv) any other natural Person who resides with such individual.

     

    “Financial
      Statements”
means
      the Year-End Financial Statements and the Interim Financial
      Statements.

     

    “Funded
      Debt”
means,
      as of the Closing Date, without duplication, (i) all indebtedness of Seller
      for
      borrowed money or for the deferred purchase price of any property or services
      (other than current trade liabilities incurred in the Ordinary Course of
      Business and payable in accordance with customary practices), (ii) any other
      indebtedness of Seller which is evidenced by a note, bond, debenture or similar
      instrument, (iii) all obligations of Seller under capital leases, except for
      those capital leases specifically listed in Schedule
      1.4,
      (iv)
      any Liabilities of Seller for any brokerage, investment banking or similar
      fee
      in connection with the transactions contemplated by this Agreement and the
      Ancillary Agreements, (v) all Liabilities secured by any Encumbrance on any
      property owned by Seller whether or not Seller or any such Subsidiary has
      assumed or otherwise become liable for the payment thereof, (vi) all guarantees
      of Seller, (vii) all Liabilities of Seller for overdrafts or outstanding checks,
      and (viii) all accrued but unpaid interest, any premiums payable or any other
      charges on any of the obligations set forth in clauses (i) through (viii) above.
      

     

    “GAAP”
means
      generally accepted accounting principles as used in the United States, as in
      effect from time to time. 

     

    “Governmental
      Body”
means
      any:

     

    (1) nation,
      state, county, city, town, village, district or other jurisdiction of any
      nature;

     

    (2) federal,
      state, local, municipal, foreign or other government;

     

    (3) governmental
      or quasi-governmental authority of any nature (including any governmental
      agency, branch, department, official or entity and any court or other
      tribunal);

     

    (4) multi-national
      organization or body; or

     

    (5) body
      exercising, or entitled to exercise, any administrative, executive, judicial,
      legislative, police, regulatory or taxing authority or power of any
      nature.

     

    “Insurance
      Policies”
means
      the insurance policies related to the Purchased Assets and listed on
Schedule
      4.19.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Intellectual
      Property”
means:
      (a) inventions and discoveries (whether or not patentable and whether or not
      reduced to practice), improvements thereto, and patents, patent applications,
      invention disclosures, and other rights of invention, worldwide, including
      without limitation any reissues, divisions, continuations and
      continuations-in-part, provisionals, reexamined patents or other applications
      or
      patents claiming the benefit of the filing date of any such application or
      patent; (b) trademarks, service marks, trade names, trade dress, logos, domain
      names, product names and slogans, including any common law rights,
      registrations, and applications for registration for any of the foregoing,
      and
      the goodwill associated with all of the foregoing, worldwide; (c) copyrightable
      works, all rights in copyrights, including moral rights, copyrights, website
      content, and other rights of authorship and exploitation, and any applications,
      registrations and renewals in connection therewith, worldwide; (d) trade secrets
      and confidential business and technical information, including, without
      limitation, Customer/User Data Website user information, customer and supplier
      lists and related information, pricing and cost information, business and
      marketing plans, advertising statistics, any other financial, marketing and
      business data, technical data, specifications, schematics and know-how; (e)
      to
      the extent not covered by subsections (a) through (d), above, software and
      Websites (including all related computer code and content); (f) rights to
      exclude others from appropriating any of such Intellectual Property, including
      the rights to sue for and remedies against past, present and future
      infringements of any or all of the foregoing and rights of priority and
      protection of interests therein; and (g) any other proprietary, intellectual
      property and other rights relating to any or all of the foregoing anywhere
      in
      the world. 

     

    “Interim
      Balance Sheet”
means
      the unaudited consolidated balance sheet of Seller dated the Interim Balance
      Sheet Date, together with notes thereon.

     

    “Interim
      Balance Sheet Date”
means
      June 30, 2007. 

     

    “Interim
      Financial Statements”
means
      the Interim Balance Sheet and the unaudited statements of operations, changes
      in
      shareholders’ equity and cash flow for the period ended on the Interim Balance
      Sheet Date.

     

    “Inventory”
means
      all inventory held for resale by Seller (including inventory held on consignment
      with third parties) and all of the raw materials, work in process, finished
      products, wrapping, jewel cases, jewel case inserts and labels, supply and
      packaging items and similar items of Seller with respect to the Business, in
      each case, wherever the same may be located.

     

    “IRS”
means
      the Internal Revenue Service, a division of the United States Treasury
      Department, or any successor thereto.

     

    “Knowledge”
means
      and a Person shall be deemed to have “Knowledge” of a particular fact or other
      matter if such person is actually aware of such fact or other matter. A Person
      shall be deemed to have “Knowledge” of a particular fact or other matter if any
      individual who is serving as a director or officer of such Person (or in any
      similar capacity) has, or at any time had, Knowledge of such fact or other
      matter.

     

    “Law”
means
      any federal, state, local, municipal foreign, international, multinational
      or
      other administrative order, constitution, law, ordinance, principle of common
      law, regulation, statute or treaty.

     

    “Leased
      Real Property”
means
      all leased property described in the Facility Leases.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Leasehold
      Estates”
means
      all of Seller’s rights and obligations as lessee under the Leases.

     

    “Leasehold
      Improvements”
means
      all leasehold improvements situated in or on the Leased Real Property and owned
      by Seller.

     

    “Leases”
means
      all of the existing leases of Seller listed on Schedule
      4.13(a).

     

    “Legal
      Proceeding”
means
      any action, arbitration, audit, hearing, investigation, litigation or suit
      (whether civil, criminal, administrative, investigative or informal) commenced,
      brought, conducted or heard by or before, or otherwise involving, any
      Governmental Body or arbitrator.

     

    “Liabilities,”
      or “Liability”
means
      any direct or indirect liability, indebtedness, obligation, commitment, expense,
      claim, deficiency, guaranty or endorsement of or by any Person of any type,
      whether known or unknown, accrued, absolute, contingent, matured, unmatured,
      liquidated or unliquidated or otherwise.

     

    “Loss”
means
      any claim, liability, obligation, loss, damage, assessment, penalty, judgment,
      settlement, cost and expense under Article
      VIII,
      and
      including reasonable attorneys’ and accountants’ fees and disbursements incurred
      in investigating, preparing, defending against or prosecuting any
      Claim.

     

    “Material
      Adverse Effect”
or
      “Material
      Adverse Change”
means
      any effect, change, event, circumstance or condition (other than relating to
      general business or economic conditions) which, when considered either
      individually or with other effects, changes, events or circumstances, has or
      causes a significant and substantial adverse effect or change in the condition
      (financial or other), business, results of operations, assets, Liabilities,
      properties or operations of Seller, the Business and/or the Purchased Assets
      or
      on the ability of Seller to consummate the transactions contemplated
      hereby.

     

    “Multiemployer
      Plan”
means
      any “multiemployer plan” as defined in Section
      3(37)
      of
      ERISA.

     

    “Non-Competition
      Agreements”
means
      those certain Non-Competition Agreements between Buyer, on the one hand, and
      each of Seller, Flatrock Capital Corporation, Howard Auman and Leslie Moor,
      in
      the form attached hereto as Exhibit
      F,
      entered
      into as of the Agreement Date, but to take effect, only immediately after the
      Closing. 

     

    “Occupational
      Safety and Health Law”
means
      any Legal Requirement in effect on or prior to the Closing Date designed to
      provide safe and healthful working conditions and to reduce occupational safety
      and health hazards, and any program, whether governmental or private (including
      those promulgated or sponsored by industry associations and insurance
      companies), designed to provide safe and healthful working
      conditions.

     

    “Order”
means
      any award, decision, consent decree, injunction, judgment, order, ruling,
      subpoena or verdict entered, issued, made or rendered by any court,
      administrative agency or other Governmental Body or by any
      arbitrator.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Ordinary
      Course of Business”
or
      “ordinary
      course”
or
      any
      similar phrase means the usual and ordinary course of business of Seller,
      consistent with its past custom and practice.

     

    “Owned
      Real Property”
means
      all interests in real property owned in fee by Seller, including, without
      limitation, all rights, easements and privileges appertaining or relating
      thereto, all buildings, fixtures, and improvements located thereon and all
      Facilities thereon, if any.

     

    “Pension
      Plan”
means
      any “employee pension benefit plan” as defined in Section
      3(2)
      of ERISA
      (other than a Multiemployer Plan) which Seller or any ERISA Affiliate maintains,
      administers, contributes to or is required to contribute to, or has maintained,
      administered, contributed to or was required to contribute to, or under which
      Seller or any ERISA Affiliate may incur any liability.

     

    “Permits”
means
      any approval, Consent, license, permit, waiver or other authorization issued,
      granted, given or otherwise made available by or under the authority of any
      Governmental Body or any other Person or pursuant to any Law necessary for
      the
      past, present or anticipated (but for the consummation of the transactions
      contemplated hereby) future conduct of, or relating to, the operation of the
      Business.

     

    “Permitted
      Encumbrances”
means
      the Encumbrances listed on Schedule
      1.5.

     

    “Permitted
      Exceptions”
means
      (i) statutory liens for current taxes, assessments or other governmental charges
      not yet delinquent or the amount or validity of which is being contested in
      good
      faith by appropriate proceedings, provided that an appropriate reserve is
      established therefor and such liens are disclosed on Schedule
      1.2;
      (ii)
      mechanics’, carriers’, workers’, repairers’ and similar Liens arising or
      incurred in the Ordinary Course of Business that are not material to the
      Business, the Purchased Assets, the operations and financial condition of the
      property so encumbered or to Seller; (iii) zoning, entitlement and other land
      use and environmental Laws by any Governmental Body, provided that such Laws
      have not been violated; and (iv) those items listed on Schedule
      1.2.

     

    “Person”
means
      any individual, corporation (including any non-profit corporation), general
      or
      limited partnership, limited liability company, joint venture, estate, trust,
      association, organization, labor union or other entity or Governmental
      Body.

     

    “Purchased
      Assets”
means
      all of Seller’s right, title and interest in and to the Business, properties,
      assets and rights of any kind, whether tangible or intangible, real or personal
      and constituting, or used in connection with, or related to, the Business owned
      by Seller or in which Seller has any interest (other than the Excluded Assets),
      including, without limitation, all of the right, title and interest of Seller
      in
      and to the following: 

     

    (1) all
      Accounts Receivable (whether current or noncurrent), refunds, deposits,
      prepayments or prepaid expenses;

     

    (2) all
      Assigned Contracts and Contract Rights;

     

    (3) all
      Assigned Leases, Leasehold Estates and Leasehold Improvements;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (4) all
      Tangible Personal Property;

     

    (5) all
      Inventory;

     

    (6) all
      Books
      and Records;

     

    (7) all
      Intellectual Property;

     

    (8) all
      Permits and pending applications therefor and renewals thereof, including,
      without limitation, those Permits listed on Schedule
      4.19,
      to the
      extent transferable;

     

    (9) all
      computers;

     

    (10) all
      insurance benefits, rights and/or proceeds arising from, or related to, the
      Purchased Assets or the Assumed Liabilities with respect to periods through
      the
      Closing Date; 

     

    (11) all
      available supplies, sales literature, promotional literature, customer, supplier
      and distributor lists and data, art work, display units, telephone and fax
      numbers, Customer/User Data and purchasing records;

     

    (12) all
      rights under or pursuant to all warranties, representations and guarantees
      made
      by suppliers in connection with the Purchased Assets or services furnished
      to
      Seller pertaining to the Business or affecting the Purchased
      Assets;

     

    (13) all
      claims, causes of action, choses in action, rights of recovery and rights of
      set-off of any kind, against any Person, including, without limitation, any
      Encumbrances or other rights to payment or to enforce payment in connection
      with
      products delivered by Seller on or prior to the Closing Date, whether now
      accrued or accruing in the future, relating to the Purchased Assets;


     

    (14) all
      goodwill and other intangible rights;

     

    (15) all
      properties, assets and rights set forth on Schedule
      1.3
      attached
      hereto; and

     

    (16) all
      Cash
      and Cash Equivalents.

     

    “Release”
means
      and includes any spilling, leaking, pumping, pouring, injecting, emitting,
      discharging, depositing, escaping, leaching, migrating, dumping or other
      releasing into the Environment or the workplace, whether intentional or
      unintentional and otherwise defined in any Environmental Law.

     

    “Remedial
      Action”
means
      all actions to (i) clean up, remove, treat or in any other way address any
      Hazardous Material; (ii) prevent the Release of any Hazardous Material so it
      does not endanger or threaten to endanger public health or welfare or the indoor
      or outdoor environment; or (iii) perform pre remedial studies and investigations
      or post remedial monitoring and care. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Representative”
means
      any officer, director, principal, attorney, agent, employee or other
      representative.

     

    “Restricted
      Shares”
means
      unregistered shares of the Common Stock of Buyer issued in reliance upon the
      exemption form securities registration afforded by Section
      4(2)
      of the
      Securities Act of 1933, as amended (the “1933 Act”) and bearing a restrictive
      legend. 

     

    “Seller
      Contracts”
means
      all Contracts (i) relating to the Business under which Seller has or may acquire
      any rights or benefits, (ii) relating to the Business under which Seller has
      or
      may become subject to any obligation or Liability or (iii) by which any of
      the
      Purchased Assets or Assumed Liabilities is or may become bound.

     

    “Seller
      Indemnification Obligations”
means
      Seller’s indemnification obligations set forth in Article
      VIII
      herein.

     

    “Seller’s
      Website”
means
      www.uplinkgolf.com

     

    “Subsidiary”
means
      any Person of which a majority of the outstanding voting securities or other
      voting equity interests are owned, directly or indirectly, by Seller.


     

    “Tangible
      Personal Property”
means
      all machinery, equipment, tools, fixtures, furniture, office equipment, computer
      hardware, supplies, materials and other items of tangible personal property
      (other than Inventory) of every kind owned or leased by Seller (wherever located
      (including any Tangible Personal Property in the possession of any of Seller’s
      suppliers) and whether or not carried on its books) and related to the Business,
      together with any express or implied warranty by the manufacturers or sellers
      or
      lessors of any item or component part thereof and all maintenance records and
      documents related thereto.

     

    “Taxes”
means
      (i) all federal, state, provincial, local or foreign taxes, charges, fees,
      imposts, levies or other assessments, including, without limitation, all net
      income, gross receipts, capital, sales, use, escheat, ad
      valorem,
      value
      added, transfer, franchise, profits, inventory, capital stock, license,
      withholding, payroll, employment, health, social security, unemployment, excise,
      workplace safety and insurance, severance, stamp, occupation, property and
      estimated taxes, customs duties, fees, assessments and charges of any kind
      whatsoever; (ii) all interest, penalties, fines, additions to tax or additional
      amounts imposed by any taxing authority in connection with any item described
      in
      clause (i); and (iii) any joint, several or transferee liability in respect
      of
      any items described in clauses (i) and/or (ii) imposed by any tax
      Laws.

     

    “Tax
      Return”
means
      all returns, declarations, reports, estimates, information returns and
      statements required to be filed in respect of any Taxes, and any amendments
      to
      any of the foregoing.

     

    “Threatened”
      describes any claim, Legal Proceeding, dispute, action or other matter if (i)
      any demand or statement has been made (orally or in writing) with respect to
      such claim, Legal Proceeding, dispute, action or other matter or (ii) any notice
      has been given (orally or in writing) with respect thereto.

     

    “Treasury
      Regulations”
means
      the treasury regulations promulgated under the Code. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Websites”
means
      the content, pages and other portions of the Seller’s Websites that are related
      to the Business and/or the Purchased Assets.

     

    “Welfare
      Plan”
means
      any “employee welfare benefit plan” as defined in Section
      3(1)
      of ERISA
      which Seller or any ERISA Affiliate maintains, administers, contributes to
      or is
      required to contribute to, or under which Seller or any ERISA Affiliate may
      incur any Liability.

     

    “Year-End
      Financial Statements”
means
      the Balance Sheet and the related audited statements of operations, changes
      in
      shareholders’ equity and cash flow for the fiscal year ended June 30,
      2006.

     

    1.2 Other
      Defined Terms; Other Definitional Provisions.
      

     

    (A) Other
      Defined Terms.
      The
      following terms shall have the meanings defined for such terms in the Sections
      set forth below: 

     

    
      	
              Term

            	 	
              Section

            
	
              Accountant

            	 	
              2.5(c)

            
	
              Acquisition
                Proposal

            	 	
              6.11(a)

            
	
              Agreement

            	 	
              Preamble

            
	
              Agreement
                Date

            	 	
              Preamble

            
	
              Allocation

            	 	
              2.5(a)

            
	
              Assumed
                Liabilities

            	 	
              2.2

            
	
              Bank
                Debt

            	 	
              2.2(B)

            
	
              Business

            	 	
              Preamble

            
	
              Business
                Employee Plans

            	 	
              4.14(a)

            
	
              Buyer

            	 	
              Preamble

            
	
              Buyer
                Documents

            	 	
              5.2

            
	
              Buyer
                Indemnified Parties

            	 	
              8.2(a)

            
	
              SOS

            	 	
              3.2(a)(6)

            
	
              Charter

            	 	
              4.4

            
	
              Claim

            	 	
              8.4(a)

            
	
              Claim
                Notice

            	 	
              8.4(a)

            
	
              Closing

            	 	
              3.1

            
	
              Closing
                Date

            	 	
              3.1

            
	
              COBRA

            	 	
              6.6(d)

            
	
              Consideration

            	 	
              2.4

            
	
              Disclosure
                Letter

            	 	
              6.5

            
	
              Escrow
                Agent

            	 	
              8.4

            
	
              ERISA
                Affiliate

            	 	
              6.6(d)

            
	
              Excluded
                Liabilities

            	 	
              2.3

            
	
              First
                Anniversary Date

            	 	
              2.4.1

            
	
              First
                Tranche

            	 	
              2.4.1

            
	
              Former
                Superior Proposal

            	 	
              6.11(e)

            
	
              Licensed
                Proprietary Rights

            	 	
              4.12

            
	
              Losses

            	 	
              8.2(c)

            
	
              Office
                Lease

            	 	
              3.2(a)

            
	
              Offset
                Amount

            	 	
              8.4

            
	
              Outside
                Date

            	 	
              9.3(a)

            
	
              Pending
                Claim Amount

            	 	
              8.4

            
	
              Owned
                Proprietary Rights

            	 	
              4.12

            
	
              Pending
                Claim Amount

            	 	
              8.5(A)

            
	
              Per
                Share Repurchase Price

            	 	
              2.4.1

            
	
              Potential
                Employees

            	 	
              6.6

            
	
              Repurchase
                Right

            	 	
              2.4.1

            
	
              Registration
                Rights Agreement

            	 	
              2.4.1

            
	
              Rehired
                Employees

            	 	
              6.6(b)

            
	
              Right
                of Increase

            	 	
              2.4.1

            
	
              Second
                Anniversary Date

            	 	
              2.4.1

            
	
              Second
                Tranche

            	 	
              2.4.1

            
	
              Seller

            	 	
              Preamble

            
	
              Seller
                Documents

            	 	
              4.2

            
	
              Seller
                Indemnified Parties

            	 	
              8.2(b)

            
	
              Seller’s
                Indemnification

            	 	
              8.4(A)

            
	
              Shareholders’
                Meeting

            	 	
              6.3(a)

            
	
              Warrants

            	 	
              2.4.1(d)

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Any
      reference to an Article, Section, Exhibit or Annex is a reference to an Article
      or Section of, or an Exhibit or Annex to, this Agreement.

     

    Terms
      defined in the singular shall have a comparable meaning when used in the plural,
      and vice
      versa.

     

    The
      words
“include,” “includes” and “including” mean include, includes and including
      without limitation.

     

    All
      references to “related to,” “relating to,” “pertaining to,” “in connection with”
or similar phrases with respect to the Business or Purchased Assets shall mean,
      without limitation, all matters directly or indirectly related to, relating
      to,
      in relation to, pertaining to, involving, concerning, with regards to, and
      in
      connection with, the Business or Purchased Assets.

     

    ARTICLE
      II.

     

    PURCHASE
      AND SALE OF ASSETS

     

    2.1 Transfer
      of Purchased Assets.
      Upon
      the terms and subject to the conditions contained in this Agreement, at the
      Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer,
      and
      Buyer shall acquire from Seller, the Purchased Assets, free and clear of all
      Encumbrances other than Permitted Exceptions. 

     

    2.2 Assumption
      of Liabilities.
      Upon
      the terms and subject to the conditions contained in this Agreement, at the
      Closing, Buyer shall assume only the following Liabilities of Seller
      (collectively, the “Assumed
      Liabilities”)
      but
      only to the extent specifically set forth in this Section 2.2:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (A) All
      unpaid or unperformed obligations of Seller under the Assigned Contracts arising
      after the Closing.

     

    (B) $1,300,000
      in bank debt (the “Bank Debt”).

     

    (C) Current
      operating liabilities of Seller incurred in the ordinary course of business
      as
      set forth on Appendix A and those additional liabilities incurred in the
      ordinary course of business between July 1, 2007 and Closing which will be
      added
      to Appendix A; and

     

    (D) Liabilities
      directly associated with the Purchased Assets as set forth on Appendix A and
      those additional liabilities incurred in the ordinary course of business between
      July 1, 2007 and the Closing which will be added to Appendix A.

     

    2.3 Excluded
      Liabilities.
      Notwithstanding any other provision of this Agreement, Buyer shall not assume,
      or otherwise be responsible for (and nothing in this Agreement or any Ancillary
      Agreement shall be construed as imposing on Buyer), except for the Assumed
      Liabilities expressly assumed in Section 2.2, any Liabilities of Seller, in
      each
      case, whether arising out of occurrences prior to, at or after the Closing
      Date
      (the “Excluded
      Liabilities”),
      which
      Excluded Liabilities include, without limitation, the following:

     

    (A) Any
      Liability of Seller or its ERISA Affiliates to or in respect of any employee,
      former employee or other service provider of Seller, including, without
      limitation, (i) any Liability under any employment agreement or severance plan
      or agreement, whether or not written, between Seller and any Person (including
      without limitation under (a) that certain Employment Agreement, between Seller
      and G. Pierce, and (b) that certain Employment Agreement, between Seller and
      C.
      Reed, (ii) any Liability under any Employee Plan at any time maintained,
      contributed to or required to be contributed to by or with respect to Seller
      or
      under which Seller may incur Liability, or any contributions, benefits or
      Liabilities therefor, or any Liability with respect to the withdrawal or partial
      withdrawal by Seller, any Subsidiary or any ERISA Affiliate from or termination
      of any Employee Plan and (iii) any claim related in any way to employment,
      termination of employment, pay equity, equal employment opportunity,
      discrimination, harassment, retaliation, wrongful termination, immigration,
      wages, hours, benefits, terms and conditions of employment, collective
      bargaining, the payment of social security and similar Taxes, occupational
      health and safety, and plant closing;

     

    (B) Any
      Liability of Seller in respect of any Taxes of Seller;

     

    (C) Any
      Liability of Seller arising from any injury to or death of any Person or damage
      to or destruction of any property, whether based on negligence, breach of
      warranty, strict liability, enterprise liability or any other legal or equitable
      theory arising from defects in products manufactured or from services performed
      by or on behalf of Seller on or prior to the Closing Date;

     

    (D) Any
      Liability of Seller under any Assigned Contract or Assigned Lease (i) accruing,
      arising out of, or relating to events or occurrences on or prior to the Closing
      Date, (ii) that arises after the Closing Date but that arises out of or relates
      to any Default by Seller that occurred prior to the Closing Date or (iii) that
      was not incurred by Seller or any Subsidiary in the Ordinary Course of
      Business;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (E) Any
      Liability of Seller under any Contract or Lease that is not an Assigned Contract
      or Assigned Lease;

     

    (F) Any
      Liability of Seller arising out of or resulting from its compliance or
      noncompliance with any Law or Order; 

     

    (G) Any
      Liability of Seller arising out of or related to any Legal Proceeding against
      it
      or any Legal Proceeding which adversely affects the Purchased Assets or the
      Business and which was asserted on or prior to the Closing Date or to the extent
      the basis of which arose on or prior to the Closing Date;

     

    (H) Any
      Liability of Seller resulting from entering into, performing its obligations
      pursuant to or consummating the transactions contemplated by this Agreement
      or
      any Ancillary Agreement (including, without limitation, any Liability of Seller
      pursuant to Article
      VIII
      of this
      Agreement);

     

    (I) Any
      Liability of Seller to or in respect of any former or current shareholders
      of
      Seller or any other holder of equity interests of Seller, including, without
      limitation, relating to this Agreement, any Ancillary Agreement or the
      transactions contemplated hereby and thereby; 

     

    (J) Except
      as
      expressly provided herein, any Liability of Seller for any Funded
      Debt;

     

    (K) Any
      Liability of Seller arising out of any environmental or health and safety
      claims, costs or damages or for violation of Environmental Laws or Occupational
      Safety and Health Laws pertaining to the Purchased Assets or the Business,
      which
      relate to conditions or events occurring or commencing prior to the Closing
      Date, including, without limitation, claims, costs or damages relating to any
      Environmental, Health and Safety Liabilities; 

     

    (L) Amounts
      owed to Bayfront Holdings;

     

    (M) Except
      as
      set forth on Appendix A, all amounts owed to ClubCar;

     

    (N) Any
      Liability of Seller for any indemnification obligations pursuant to any claim
      or
      notice received prior to the Closing Date with respect to any Intellectual
      Property;

     

    (O) Any
      Liability owing to David Chessler or any affiliate of his; and

     

    (P) Any
      Liability that is not an Assumed Liability.

     

    2.4 Consideration.
      Subject
      to adjustment pursuant to Section
      2.4.1
      hereof,
      at the Closing, in exchange for the sale, assignment, transfer, conveyance
      and
      delivery from Seller of the Purchased Assets in accordance with Section
      2.1
      and the
      other Ancillary Agreements, Buyer shall: 

     

    (i) assume
      the Assumed Liabilities pursuant to this Agreement; and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (ii) deliver
      to Seller an aggregate amount of $18,000,000 (the “Consideration”),
      as
      follows:

     

    (a) $1,200,000
      (the “Cash Purchase Price”) shall be paid by wire transfer of immediately
      available funds to an account designated by Seller (which account shall be
      designated at least three Business Days prior to the Closing). 

     

    (b) $15,500,000
      shall be paid by issuing to Seller 129,166,667 shares of Common Stock (the
“GPS
      Shares”) based upon a price of Seller Common Stock of $0.12 per share (the
“Per
      Share Purchase Price”)
      to be
      deposited in Escrow pursuant to Section 8.4; and

     

    (c) Assumption
      of the Bank Debt owed to Silicon Valley Bank (not to exceed
      $1,300,000).

     

    2.4.1 Repurchase
      of GPS Shares.
      Subject
      to Section 8.4 (Escrow), the GPS Shares shall be subject to the right of Buyer
      (the “Repurchase
      Right”)
      to
      repurchase 34% (43,916,667) of the issued shares (the “Target
      Shares”).
      The
      per share repurchase price shall be $0.12 per share (the “Per
      Share Repurchase Price”).
      Buyer
      may exercise this Repurchase Right as follows: 

     

    (a) First
      Tranche.
      

     

    (i) On
      the
      first anniversary of the Closing Date (the “First Anniversary Date”), Buyer may
      purchase 50% of the Target Shares (the “First
      Tranche”)
      for
      the Per Share Repurchase Price. If Buyer exercises this First Tranche Repurchase
      Right, then Buyer must repurchase the full 50% of the Target Shares, and not
      fewer. 

     

    (ii) If
      Buyer
      has elected to repurchase the First Tranche, then Seller shall have the right
      (but not the obligation) to require Buyer to repurchase additional shares at
      the
      Per Share Repurchase Price. This “put” right will be referred to as the
“Seller’s
      Right of Increase.”
      Pursuant to the Seller’s Right of Increase on the First Anniversary Date, the
      Seller may “put” to the Buyer any number of shares but not more than the number
      of shares in the First Tranche.

     

    (iii) If
      Buyer
      does not exercise its Repurchase Right with respect to the First Tranche, Buyer
      shall have no further repurchase rights. 

     

    (b) Second
      Tranche.

     

    (i) If
      and
      only if Buyer has repurchased the full First Tranche, then on the second
      anniversary of the Closing Date (the “Second
      Anniversary Date”),
      Buyer
      may repurchase all of the remaining Target Shares (the “Second
      Tranche”),
      but
      not fewer than all, at the Per Share Repurchase Price. 

     

    (ii) If
      Buyer
      repurchases the
      Second Tranche, Seller may then also exercise its Right of Increase to require
      Buyer to buy additional shares at the Per Share Repurchase Price. Pursuant
      to
      this Right of Increase on the Second Anniversary Date, the Seller may “put” to
      the Buyer any number of shares but not more than the number of shares in the
      Second Tranche. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) Registration
      Rights.
      Seller
      or its transferee shall have piggyback registration rights with respect to
      all
      of the GPS Shares, subject to a proportional cutback because of Rule 415
      issues pursuant to a Registration Rights Agreement attached hereto as Exhibit
      H
      (the “Registration
      Rights Agreement”).
      The
      Registration Rights Agreement shall cover all of the GPS Shares, including
      the
      Target Shares that were not repurchased, as well as the GPS Shares that were
      never subject to the Right of Repurchase and shares issuable upon the exercise
      of the Warrants referred to in paragraph (d) below. The GPS Shares shall be
      eligible for piggyback registration rights whether or not they remain in escrow,
      but may not be resold by Seller unless such Shares are released from
      escrow.

     

    (d) Warrants.

     

    (i) If
      Buyer
      repurchases all of the Target Shares or any portion thereof, it will issue
      at
      the time of the repurchase to the holders of the Target Shares 3 year
      warrants (the “Warrants”) to purchase GPS Common Stock equal to 20% of the
      Target Shares being repurchased at an exercise price of $0.20 per share (subject
      to adjustment for stock splits, stock dividends, recapitalizations, etc.).
      

     

    (e) Mechanics
      of Repurchase.
      Each
      Repurchase Right shall be exercised by Buyer providing notice to Seller and
      the
      Escrow Agent (the “Repurchase
      Notice”)
      not
      less than twenty-five business days prior to the applicable anniversary date.
      If
      Buyer has elected to repurchase the First Tranche, Seller may elect to exercise
      the Right of Increase by sending notice thereof to Buyer and the Escrow Agent
      within fifteen business days from receipt of the Repurchase Notice, specifying
      the number of additional Target Shares that it will require Buyer to repurchase.
      Buyer shall pay the amount due by wire transfer of immediately available funds
      within ten business days to an account(s) designated by Seller on or before
      the
      applicable anniversary date. Buyer may reduce the amount payable by any Offset
      Amount.

     

    (f) Escrow.
      

     

    (i) The
      proceeds received by Seller for the repurchase of Target Shares, and shares
      “put” to the Buyer pursuant to the Seller’s Right of Increase, less any Offset
      Amount (not previously received under the provisions of Section 8.4(B))and
      Pending Claim Amount, shall be delivered to Sellers and shall not be escrowed.
      If, upon final determination of a Pending Claim Amount, the amount so determined
      is less than the amount of the Pending Claim Amount, such difference shall
      be
      promptly delivered to Seller.

     

    (ii) Any
      GPS
      Shares released from escrow to satisfy the Offset Amount pursuant to Section
      8.4
      shall proportionately reduce the number of Target Shares. 

     

    For
      example, if 100 shares are in escrow prior to the First Anniversary Date, the
      number of Target Shares would be 34 (34% of 100 shares). The number that Buyer
      could repurchase at the First Anniversary Date would be half of that - or 17
      shares. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      30
      shares were released to Buyer in order to satisfy the Offset Amount prior to
      the
      First Anniversary Date, then the number of shares subject to the Repurchase
      Right at the First Anniversary Date would be proportionately reduced, such
      that
      (100 initial shares - 30 shares released from escrow) x 34% x 1⁄2 = 70 x 17% =
      11.9 shares. would be subject to the Right of Repurchase on the First
      Anniversary Date. 

     

    Seller’s
      Right to Increase would also be proportionately reduced. If Buyer exercised
      its
      Right of Repurchase at the First Anniversary Date, thus repurchasing 14 shares,
      then Seller could exercise its Right of Increase to require Buyer to purchase
      an
      additional 14 shares at that time. 

     

    2.5 Allocation
      of Consideration.
      

     

    (A) The
      Consideration (including, for purposes of this Section
      2.5,
      the
      Assumed Liabilities and other items, in each case, to the extent properly taken
      into account under applicable Treasury Regulations) shall be allocated among
      the
      Purchased Assets and, unless the parties agree otherwise, the other Ancillary
      Agreements in the manner required by Section 1060 of the Code in accordance
      with
      the provisions of this Section 2.5 (the “Allocation”).

     

    (B) As
      soon
      as practicable after the date hereof, Buyer shall propose the Allocation. If,
      within ten (10) Business Days of Buyer’s delivery to Seller of the proposed
      Allocation, Seller does not deliver to Buyer a written objection to such
      proposed Allocation, the Allocation shall be as proposed by Buyer. If Seller
      shall so object to Buyer’s proposed Allocation, Seller and Buyer shall
      thereafter cooperate in good faith to resolve any dispute over Buyer’s proposed
      Allocation, and the Allocation shall be amended in the manner as may be agreed
      upon by the parties. If, within fifteen (15) days after Seller delivers to
      Buyer
      Seller’s written objection to Buyer’s proposed Allocation, the parties cannot
      agree on an amended Allocation as provided in the preceding sentence, then
      such
      dispute shall promptly be submitted by the parties for resolution in a manner
      consistent with the procedures set forth in Section
      2.5(C),
      and the
      Allocation shall be amended pursuant to such resolution.

     

    (C) Buyer
      and
      Seller shall use their respective Best Efforts for a period of ten (10) days
      after Seller’s delivery of a written objection to Buyer’s proposed amendments to
      the Allocation (or such longer period as Buyer and Seller shall mutually agree
      upon) to resolve any disagreements raised by Seller with respect thereto. If,
      at
      the end of such period, Buyer and Seller are unable to resolve such
      disagreements, the then principal outside accountants of Buyer and Seller,
      respectively, shall jointly select a third independent auditor of recognized
      national standing (the “Accountant”)
      to
      resolve any remaining disagreements. The Accountant will make its determination
      based solely on presentations made by Buyer and Seller (made or provided by
      each
      party to the other at the same time it is made or provided to the Accountant)
      and not by independent review. It is the intent of the parties hereto that
      the
      process set forth in this Section
      2.5(C)
      and the
      activities of the Accountant in connection herewith is not intended to be and,
      in fact, is not an arbitration and that no formal arbitration rules shall be
      followed (including rules with respect to procedures and discovery). The
      determination by the Accountant shall be final, binding and conclusive on the
      parties. Buyer and Seller shall use their Best Efforts to cause the Accountant
      to make its determination within twenty (20) days of accepting its engagement.
      If the Accountant’s determination is in favor of Seller, Buyer shall be
      responsible for the expenses related to such determination.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (D) Buyer
      and
      Seller agree to each prepare and file on a timely basis with the IRS
      substantially identical initial, supplemental and, if required, amended Forms
      8594 “Asset Acquisition Statements Under Section 1060” consistent with the
      Allocation. Unless otherwise required by a “determination” as defined in
Section
      1313(a)
      of the
      Code, Buyer and Seller further agree to be bound by the Allocation and to take
      no tax or accounting position that is inconsistent with the Allocation.
      Notwithstanding anything in this Section
      2.5
      to the
      contrary, the Allocation (and any adjustments thereto) shall be made in the
      manner required by Section 1060 of the Code. Notwithstanding any other
      provisions of this Agreement, this Section
      2.5
      shall
      survive the Closing Date without limitation.

     

    2.6 Prorations.
      Intentionally Deleted

     

    2.7 Closing
      Costs; Transfer Taxes and Fees.
      Seller
      shall be responsible for any documentary and transfer Taxes and any sales,
      use
      or other Taxes imposed by reason of the transfers of the Purchased Assets
      provided under this Agreement and any deficiency, interest or penalty asserted
      with respect thereto. Seller shall pay the fees and costs of recording or filing
      all applicable conveyancing instruments described in Section
      3.2(a).
      

     

    ARTICLE
      III.

     

    CLOSING

     

    3.1 Closing.
      The
      closing of the transfer of the Purchased Assets provided for in Section
      2.1
      (the
“Closing”)
      shall
      take place at 10:00 a.m. local time on October 31, 2007, or if earlier, the
      date
      that is three Business Days after the date on which the last of the conditions
      set forth in Article
      VII
      hereof
      is either satisfied or waived (the “Closing
      Date”)
      at the
      offices of Troy & Gould located at 1801 Century Park East, Suite 1600, Los
      Angeles, California, 90067, or at such other place as Seller and Buyer may
      mutually agree. Either party may extend the Closing Date to no later than the
      Outside Date (November 15, 2007) pursuant to Section 9.3 hereof. 

     

    3.2 Conveyances
      at Closing.
      

     

    (A) Deliveries
      to Buyer.
      At the
      Closing, Seller shall deliver, or cause to be delivered, to Buyer, the
      following:

     

    (1) the
      Club
      Car Agreement as defined in Section 7.1(F),

     

    (2) the
      Assignment of Contract Rights, executed by Seller;

     

    (3) the
      Assignment of Intellectual Property documents, each executed by Seller and
      in
      recordable form to the extent necessary to assign the Intellectual
      Property;

     

    (4) the
      Bill
      of Sale, executed by Seller;

     

    (5) the
      Books
      and Records of Seller (other than those solely related to the Excluded
      Assets);


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (6) a
      certified copy of the Charter and a certificate of good standing with respect
      to
      Seller, issued by the Texas Secretary of State (the “SOS”);

     

    (7) the
      Non-Competition Agreements executed by each of Seller, Flatrock Capital
      Corporation, Howard Auman and Leslie Moor;

     

    (8) the
      Employment Agreements, executed by each party to such Employment Agreement;
      and

     

    (9) the
      Escrow Agreement (as defined in Section 8.4);

     

    (10) such
      other documents and such deeds, bills of sale, assignments, certificates of
      title and other instruments of conveyance and transfer as Buyer may reasonably
      request to evidence compliance with the conditions to this Agreement or which
      may otherwise be necessary to effect the transactions contemplated by this
      Agreement.

     

    (B) Deliveries
      to Seller.
      At the
      Closing, Buyer shall deliver, or cause to be delivered, to Seller, the
      following:

     

    (1) the
      Assumption Agreement, executed by Buyer;

     

    (2) the
      Consideration due at Closing;

     

    (3) the
      Employment Agreements, executed by each party to such Employment
      Agreement;

     

    (4) the
      Registration Rights Agreement; and

     

    (5) the
      Escrow Agreement; and

     

    (6) Evidence
      satisfactory to Seller of the release of Seller and Seller’s guarantors from all
      obligations pursuant to the Bank Debt, including but not limited to release
      of
      any lien on the collateral securing any and all guaranties and termination
      of
      any applicable financing statements. 

     

    ARTICLE
      IV.

     

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    Seller
      hereby represents and warrants to Buyer that, except as otherwise set forth
      in
      the Disclosure Schedule, the statements contained in this Article
      IV
      are true
      and correct as of the Agreement Date and as of the Closing Date.

     

    4.1 Organization
      and Good Standing.
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Texas and has all requisite power and authority to own,
      lease and operate its properties and assets and to carry on the Business as
      it
      is presently being conducted. Seller is duly qualified and in good standing
      to
      do business in each jurisdiction in which the nature of its business or the
      ownership or leasing of its properties makes such qualification necessary,
      except where the failure to so qualify could not reasonably be expected, either
      individually or in the aggregate, to have a Material Adverse Effect on the
      Company. Copies of the Articles of Incorporation of Seller and all amendments
      thereto, heretofore delivered to Buyer are accurate and complete as of the
      Agreement Date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.2 Authorization;
      Enforceability.
      Seller
      has all requisite power and authority, and has taken all action necessary,
      including shareholder approval, to execute and deliver this Agreement and each
      Ancillary Agreement to which it is a party and each other agreement, document,
      instrument or certificate contemplated by this Agreement and/or any Ancillary
      Agreement or to be executed by Seller in connection with the consummation of
      the
      transactions contemplated by this Agreement, including, without limitation,
      each
      of the documents set forth in Section
      3.2(a)
      (such
      other agreements, documents, instruments and certificates required to be
      executed by Seller being referred to herein, collectively, as the “Seller
      Documents”),
      and,
      subject only to the satisfaction of the conditions, other than conditions that
      are within the control of Seller, to Seller’s obligations to close the transfer
      of the Purchased Assets, to consummate the transactions contemplated hereby
      and
      thereby. This Agreement and each of the Seller Documents have been duly and
      validly executed and delivered by Seller and this Agreement and each of the
      Seller Documents on the Closing Date shall constitute valid and legally binding
      obligations of Seller, enforceable against Seller in accordance with their
      respective terms, in each case, except as such enforceability may be limited
      by
      (a) bankruptcy, insolvency, moratorium, reorganization and other similar laws
      affecting creditors’ rights generally and (b) the general principles of equity,
      regardless of whether asserted in a proceeding in equity or at law.


     

    4.3 Capitalization;
      Subsidiaries.
      

     

    (A) The
      authorized capital of Seller consists solely of 100,000,000 shares of Common
      Stock, par value $.01 per share of which 610,547 shares are outstanding and
      50,000,000 shares of Preferred Stock, par value of $.01 per share, of which
      29,101,013 shares of Redeemable Convertible Preferred Stock are outstanding.
      All
      of the outstanding shares of Common Stock and Preferred Stock of Seller are
      duly
      authorized, validly issued, fully paid and non-assessable. None of the
      outstanding capital stock of Seller was issued in violation of any Laws.


     

    (B) As
      of the
      Agreement Date, no bonds, debentures, notes or other indebtedness of the Company
      having the right to vote on any matters on which stockholders may vote are
      issued or outstanding.

     

    (C) As
      of the
      Agreement Date, there are no Subsidiaries of Seller.

     

    4.4 Books
      and Records.
      Seller
      has made and kept (and made available to Buyer) Books and Records and accounts,
      which, in reasonable detail, accurately and fairly reflect in all material
      respects the material activities of Seller pertaining to the Business in all
      material respects. Seller has delivered to Buyer true, correct and complete
      copies of (a) the Articles of Incorporation of Seller including all amendments
      thereto (as certified by the Secretary of State of Texas, the “Charter”),
      as
      currently in effect. Seller has not, in any manner that pertains to, or could
      affect, the Business or the Purchased Assets, engaged in any transaction,
      maintained any bank account or used any corporate funds except for transactions,
      bank accounts and funds which have been and are reflected in the normally
      maintained Books and Records of Seller which have been provided to
      Buyer.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.5 Conflicts;
      Third Party Consents.
      

     

    (A) Except
      as
      set forth on Schedule
      4.5(a),
      assuming all Consents described in Schedule
      4.5(b)
      have
      been obtained or made, as applicable, the execution, delivery and performance
      of
      this Agreement and the Seller Documents by Seller shall not, directly or
      indirectly (with or without notice or lapse of time):

     

    (1) contravene,
      conflict with or result in a violation of (A) any provision of the Charter
      of
      Seller or (B) any resolution or other action adopted or taken by the management
      or the shareholders of Seller;

     

    (2) contravene,
      conflict with or result in a violation of, or give any Governmental Body or
      other Person the right to challenge, any of the transactions contemplated by
      this Agreement, any Ancillary Agreement or the Seller Documents or to exercise
      any remedy or obtain any relief under, any Law or any Order to which Seller
      or
      any assets owned or used by Seller, may be subject;

     

    (3) contravene,
      conflict with or result in a violation of any of the terms or requirements
      of,
      or give any Governmental Body the right to revoke, withdraw, suspend, cancel,
      terminate or modify, any Permit that is held by Seller or that otherwise relates
      to the Business of, or any of the assets owned or used by, Seller;

     

    (4) contravene,
      conflict with or result in a material violation or Breach of any provision
      of,
      or give any Person the right to declare a Default or exercise any remedy under,
      or to accelerate the maturity or performance of, or to cancel, terminate or
      modify, any Contract of Seller;

     

    (5) result
      in
      the imposition or creation of any Encumbrance upon or with respect to any of
      the
      Purchased Assets; or

     

    (6) result
      in
      any material Breach of, or constitute a Default (or event which with the giving
      of notice or lapse of time, or both, would become a Default) under, or give
      to
      any Person any rights of termination, amendment, acceleration or cancellation
      of, or result in the creation of any Encumbrance on any of the Purchased Assets,
      any note, bond, mortgage, indenture, Contract, agreement, Lease, license,
      Permit, franchise or other instrument to which Seller is a party or by which
      any
      of the Purchased Assets are bound, except for purposes of clauses (ii)-(v)
      above, for contraventions, conflicts, violations, revocations, withdrawals,
      suspensions, modifications, breaches, Defaults, rights of termination,
      amendment, acceleration or cancellation, or creations of Encumbrances, that
      would not, individually or in the aggregate, have a Material Adverse Effect.
      

     

    (B) Except
      as
      set forth in Schedule
      4.5(b),
      execution and delivery of this Agreement and the Seller Documents by Seller
      and
      the consummation of the transactions contemplated hereby and thereby does not,
      and shall not require any Consent, or other action by, or filing with or
      notification to, any Governmental Body or any other Person.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.6 Financial
      Statements. 

     

    (A) Attached
      hereto as Annex I and Annex II are the Year End Financial Statements and the
      Interim Financial Statements, respectively. The Year End Financial Statements
      have been prepared from the Books and Records and fairly and accurately present
      the financial condition and the results of operations, income, expenses, assets,
      Liabilities (including all reserves), changes in shareholders’ equity and cash
      flow of Seller as of the respective dates of, and for the periods referred
      to
      in, such Year End Financial Statements, in accordance with GAAP applied on
      a
      consistent basis throughout the periods indicated. The Interim Financial
      Statements have been prepared in accordance with accounting principles generally
      accepted in the United States for interim financial information. Accordingly,
      they do not include all of the information and notes required by GAAP for
      complete financial statements.

     

    (B) Seller
      maintains a standard system of accounting established and administered in
      accordance with GAAP.

     

    4.7 Purchased
      Assets.
      Seller
      has and will transfer good and marketable title to the Purchased Assets and
      upon
      the consummation of the transactions contemplated hereby and by the Seller
      Documents, Buyer will acquire good and marketable title to all of the Purchased
      Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
      The Purchased Assets include, without limitation, all assets, tangible or
      intangible, of any nature whatsoever, necessary for the conduct of the Business
      and are sufficient for the continued conduct of the Business after the Closing
      in substantially the same manner as conducted prior to the Closing as well
      as
      the continued distribution, exploitation, development and modification of the
      Intellectual Property that comprises part of the Purchased Assets. The Purchased
      Assets constitute, and on the Closing Date will constitute, all of the operating
      assets or property necessary for the operation of the Business as it is
      currently conducted, except for the Excluded Assets. Schedule
      4.7
      contains
      accurate lists of all Purchased Assets comprised of Tangible Personal Property
      where the value of an individual item exceeds One Thousand Dollars ($1,000)
      and
      all descriptive information contained in Schedule
      4.7
      is
      accurate. 

     

    4.8 Liabilities.
      Other
      than the Excluded Liabilities and except as set forth in Schedule
      4.8,
      Seller
      has no Liabilities relating to the Purchased Assets or the Business due or
      to
      become due that are required to be reflected under GAAP on the applicable
      Financial Statements except (a) Liabilities relating to the Purchased Assets
      or
      the Business that are reflected or for which appropriate reserves have been
      made
      in the Interim Balance Sheet which have not been paid or discharged since the
      Interim Balance Sheet Date, or otherwise specifically disclosed in the
      Disclosure Schedule, and (b) Liabilities relating to the Purchased Assets or
      the
      Business incurred in the Ordinary Course of Business since the Interim Balance
      Sheet Date (none of which relates to any Default under any Contract or Lease,
      breach of warranty, tort, infringement or violation of any Law or Order or
      arose
      out of any Legal Proceeding) and none of which would have a Material Adverse
      Effect. 

     

    4.9 Absence
      of Certain Changes or Events.
      Except
      as set forth on Schedule
      4.9,
      since
      the Interim Balance Sheet Date, Seller has conducted the Business in the
      Ordinary Course of Business and there has not been any:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (A) Material
      Adverse Change and no event has occurred and no circumstance exists that may
      reasonably be expected to result in a Material Adverse Change other than
      Material Adverse Changes resulting from historical seasonality of the
      Business;

     

    (B) (i)
      purchase, redemption, retirement or other acquisition by Seller of any shares
      of
      any such capital stock; or (ii) declaration or payment of any dividend or other
      distribution or payment in respect of such shares of capital stock;

     

    (C) amendment
      to any of the charter documents of Seller;

     

    (D) increase
      by Seller of any bonuses, salaries or other compensation (including management
      or other similar fees) or entry into any employment, severance or similar
      Contract with any employee engaged in the Business and which Buyer desires
      to
      hire after Closing, other than increases in salary to employees made in the
      Ordinary Course of Business;

     

    (E) adoption
      of, or increase in the payments to or benefits under, any profit sharing, bonus,
      deferred compensation, savings, insurance, pension, retirement, severance or
      other employee benefit plan for or with any of the employees of Seller engaged
      in the Business or any increase in the payment to or benefits under any Employee
      Plan or other benefit obligation for or with any employees of Seller engaged
      in
      the Business, other than increases provided under such Employee Plan or other
      benefit obligation to all employees of Seller and made in the Ordinary Course
      of
      Business;

     

    (F) adverse
      change in employee relations which has or is reasonably likely to have a
      Material Adverse Effect;

     

    (G) damage
      to
      or destruction or loss of any of the Purchased Assets or to any other asset
      or
      property of Seller relating to the Business, whether or not covered by
      insurance, that could reasonably be expected to constitute a Material Adverse
      Effect on the Business; 

     

    (H) (i)
      entry
      into, termination or acceleration of, or receipt of notice of termination by
      Seller of (1) any material license, distributorship, dealer, sales
      representative, joint venture, credit or similar agreement relating to the
      Business or (2) other than Assumed Liabilities set forth on Schedule
      2.2,
      any
      Contract or transaction involving a Liability by or to Seller for which Buyer
      may reasonably be expected to be liable after the Closing or (ii) entry into,
      termination or acceleration of, or receipt of notice of termination by Seller
      of
      any Contract or transaction involving a Liability by or to Seller in an amount
      of at least Ten Thousand Dollars ($10,000) (individually or in the aggregate)
      which will remain unpaid at Closing;

     

    (I) sale,
      lease or other disposition of any of the Purchased Assets or of any other asset
      or property of Seller relating to the Business outside of the Ordinary Course
      of
      Business;

     

    (J) mortgage,
      pledge or imposition of any Encumbrance on any Purchased Asset, including the
      sale, lease or other disposition of any of its Intellectual Property relating
      to
      the Business;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (K) (i)
      delay
      or failure to repay when due any obligation of Seller, other than such items
      as
      have been specifically documented to Buyer in writing or (ii) delay or failure
      to repay when due any obligation of Seller which could reasonably be expected
      to
      have a Material Adverse Affect on Seller, the Business or the Purchased Assets,
      in each case, including without limitation, accounts payable and accrued
      expenses, except to the extent such obligation is being disputed in good faith
      by Seller;

     

    (L) accrual
      of any expenses of Seller relating to the Business, except for such accruals
      in
      the Ordinary Course of Business;

     

    (M) capital
      expenditures by Seller relating to the Business in excess of Five Thousand
      Dollars ($5,000) individually or Ten Thousand Dollars ($10,000) in the
      aggregate; 

     

    (N) cancellation
      or waiver by Seller of any claims or rights with a value to Seller relating
      to
      the Business or the Purchased Assets in excess of Five Thousand Dollars ($5,000)
      individually or in the aggregate;

     

    (O) payment,
      discharge or satisfaction of any Liability by Seller, other than the payment,
      discharge or satisfaction of Liabilities in the Ordinary Course of
      Business;

     

    (P) incurrence
      of or increase in, any Liability of Seller, except in the Ordinary Course of
      Business or as may be reasonably necessary to fund interim operations, or any
      accelerated or deferred payment of or failure to pay when due, any
      Liability;

     

    (Q) loan
      to,
      or any agreement with, any Business-related employee or independent contractor
      of Seller other than an employment agreement;

     

    (R) failure
      by Seller to use reasonable efforts to preserve intact the current business
      organization of Seller relating to the Business, and maintain the relations
      and
      goodwill with its suppliers, customers, landlords, creditors, employees,
      licensors, resellers, distributors, agents and others having business
      relationships with them relating to the Business;

     

    (S) licensing
      out on an exclusive basis or other than in the Ordinary Course of Business,
      disposition or lapsing of any Intellectual Property or any disclosure to any
      Person of any trade secret or other confidential information without appropriate
      protections in place; 

     

    (T) change
      in
      the accounting methods, principles or practices used by Seller;

     

    (U) revaluation
      by Seller of any of the Purchased Assets, including, without limitation, writing
      down the value of Inventory or writing off notes or accounts
      receivable;

     

    (V) action
      taken by Seller to accelerate the collection of any receivable or which changes
      credit terms to customers;

     

    (W) payment
      to any Affiliate (or any Affiliate or Family Member thereof) of Seller, other
      than payments made to such Persons in the Ordinary Course of Business for actual
      obligations owed, products purchased or services rendered, in each case, in
      amounts not in excess of the fair value thereof; 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (X) election
      made, extension granted or waiver of a statute of limitations with respect
      to
      Taxes of Seller or settlement or compromise any federal, state, local or foreign
      claim or Liability for Taxes of Seller;

     

    (Y) price
      protection, discount, rebate, incentive, price reduction, free or discounted
      upgrade offer, free or discounted bundling offer or other similar programs
      affecting any of the Purchased Assets, other than a limited number of free
      copies of Seller’s software products provided directly by Seller on a
      case-by-case basis, which limited number of free copies could not be expected
      to
      have a Material Adverse Effect; 

     

    (Z) existence
      of any other event or condition which in any one case or in the aggregate has
      or
      might reasonably be expected to have a Material Adverse Effect on the Business;
      or 

     

    (AA) agreement,
      whether oral or written, by Seller with respect to or to do any of the foregoing
      other than as expressly provided for herein.

     

    4.10 Taxes.
      

     

    (A) Filing
      of Tax Returns.
      Except
      as set forth on Schedule
      4.10(a),
      Seller
      has duly and timely filed (or caused to be filed) with the appropriate taxing
      authorities all Tax Returns required to be filed through the Closing Date.
      Except as set forth on Schedule
      4.10(a),
      all
      such Tax Returns filed are complete and accurate in all material respects.
      Except as set forth on Schedule
      4.10(a),
      Seller
      is not currently the beneficiary of any extension of time within which to file
      any Tax Return. No claim has ever been made against Seller or its assets by
      an
      authority in a jurisdiction where Seller does not file Tax Returns such that
      Seller is or may be subject to taxation by that jurisdiction.

     

    (B) Payment
      of Taxes.
      All
      Taxes owed and due by Seller (whether or not shown on any Tax Return) have
      been
      paid. The unpaid Taxes of Seller, if any, (i) did not, as of the date of its
      Interim Balance Sheet, exceed the reserve for Tax liability (excluding any
      reserve for deferred Taxes established to reflect timing differences between
      book and Tax income) set forth on the face of its Interim Balance Sheet (rather
      than in any notes thereto), and (ii) have not exceeded that reserve as adjusted
      for operations and transactions through the Closing Date in accordance with
      the
      past custom and practice of Seller in filing its Tax Returns. Except as set
      forth on Schedule
      4.10(b),
      since
      the date of its Interim Balance Sheet, Seller has not (A) incurred any Liability
      for Taxes other than in the Ordinary Course of Business or (B) paid Taxes other
      than Taxes paid on a timely basis and in a manner consistent with past custom
      and practice.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (C) Audits,
      Investigations, Disputes or Claims.
      Other
      than as set forth on Schedule
      4.10(c),
      currently, no deficiencies for Taxes are claimed, proposed or assessed by any
      taxing or other governmental authority against Seller. Except as set forth
      on
Schedule
      4.10(c),
      there
      are no pending or, to the Knowledge of Seller, threatened audits,
      investigations, disputes or claims or other actions for or relating to any
      Liability for Taxes with respect to Seller, and there are no matters under
      discussion by or on behalf of Seller with any Governmental Body, or known to
      Seller, with respect to Taxes that are likely to result in an additional
      Liability for Taxes with respect to Seller. Audits of federal, state and local
      Tax Returns by the relevant taxing authorities have been completed for the
      periods set forth in Schedule
      4.10(c)
      and,
      except as set forth in Schedule
      4.10(c),
      none of
      Seller, any Subsidiary thereof, or any predecessor thereof has been notified
      that any taxing authority intends to audit a Tax Return for any other period.
      Seller has delivered to Purchaser complete and accurate copies of Seller’s
      federal, state and local Tax Returns for the years ended June 30, 2001, 2002,
      2003, 2004, 2005 and 2006 (federal) and December 31, 2001, 2002, 2003, 2004,
      2005 and 2006 (state) as well as complete and accurate copies of all examination
      reports and statements of deficiencies assessed against or agreed to by Seller
      at any time. Seller has not waived any statute of limitations in respect of
      Taxes or agreed to any extension of time with respect to a Tax assessment or
      deficiency. No power of attorney granted by Seller with respect to any Taxes
      is
      currently in force.

     

    (D) Lien.
      There
      are no Encumbrances for Taxes (other than for current Taxes not yet due and
      payable) on any of the assets of Seller or any shares of its capital
      stock.

     

    (E) Prior
      Affiliated Groups.
      Seller
      is not and has never been a member of an affiliated group of corporations within
      the meaning of Section 1504 of the Code. Seller does not have any Liability
      for
      the Taxes of any Person (other than such Company) (i) under Treasury Regulations
      Section 1.1502-6 (or any similar provision of state, local or foreign law),
      (ii)
      as a transferee or successor, (iii) by Contract, or (iv) otherwise.


     

    (F) Tax
      Sharing Agreements.
      There
      are no agreements for the sharing of Tax liabilities or similar arrangements
      (including indemnity arrangements) with respect to or involving Seller or any
      of
      its assets or the Business, and, after the Closing Date, neither Seller nor
      any
      of its assets or the Business shall be bound by any such Tax-sharing agreements
      or similar arrangements or have any Liability thereunder for amounts due in
      respect of periods prior to the Closing Date.

     

    (G) Partnerships
      and Single Member LLC’s.
      Seller
      (i) is not subject to any joint venture, partnership, or other arrangement
      or
      contract which is treated as a partnership for Tax purposes, (ii) does not
      own a
      single member limited liability company which is treated as a disregarded
      entity, (iii) is not a shareholder of a “controlled foreign corporation” as
      defined in Section 957 of the Code (or any similar provision of state, local
      or
      foreign law) and (iv) is not a “personal holding company” as defined in Section
      542 of the Code (or any similar provision of state, local or foreign law).
      

     

    (H) No
      Withholding.
      Seller
      has not been a United States real property holding corporation within the
      meaning of Section 897(c)(2) of the Code during the applicable period specified
      in Section 897 of the Code. Seller has withheld and paid all Taxes required
      to
      have been withheld and paid in connection with amounts paid or owing to any
      employee, independent contractor, creditor, shareholder or other third party.
      The transactions contemplated herein are not subject to the tax withholding
      provisions of Section 3406 of the Code, or of Subchapter A of Chapter 3 of
      the
      Code or of any other provision of law.

     

    (I) International
      Boycott.
      Seller
      has not participated in and is not participating in an international boycott
      within the meaning of Section 999 of the Code.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (J) Permanent
      Establishment.
      Except
      as set forth in Schedule
      4.10(k),
      Seller
      does not have and has never had a permanent establishment in any foreign
      country, as defined in any applicable Tax treaty or convention between the
      United States and such foreign country.

     

    (K) Parachute
      Payments.
      Except
      as set forth on Schedule
      4.10(l),
      Seller
      is not a party to any existing Contract, arrangement or plan that has resulted
      or would result (upon the Closing or otherwise), separately or in the aggregate,
      in the payment of any “excess parachute payments” within the meaning of Section
      280(G) of the Code.

     

    (L) Tax
      Shelters.
      Neither
      Seller nor any Subsidiary has participated in and is not participating in,
      any
      transaction described in Section 6111(c) or (d) of the Code or Section 6112(b)
      of the Code or the Treasury Regulations thereunder, or in any reportable
      transaction described in such regulations.

     

    4.11 Facilities.
      Seller
      does not own any Owned Real Property or any interest, other than a leasehold
      interest, in any Facility or real property. Schedule
      4.11(a)
      lists
      and describes all Facilities and real property leased by Seller and all
      subleases. Except for Facility Leases and subleases listed on Schedule
      4.11(a),
      there
      are no leases, subleases, licenses, occupancy agreements, options, rights,
      concessions or other agreements or arrangements, written or oral, granting
      to
      any Person the right to purchase, use or occupy any Facility, or any real
      property in connection with the Business or any portion thereof or interest
      in
      any such Facility or real property. 

     

    4.12 Intellectual
      Property; Software.
      

     

    (A) Schedule
      4.12(a)
      hereto
      sets forth contains a true, correct and complete list of all Intellectual
      Property owned by Seller (the “Owned
      Proprietary Rights”).
      Schedule
      4.12(a)
      hereto
      also lists each material license for Intellectual Property licensed by Seller
      (the “Licensed
      Proprietary Rights”).

     

    (B) Except
      as
      disclosed in Schedule
      4.12(b),
      (i) to
      the best of Seller’s Knowledge, the operation of the business of Seller,
      including the use of the Owned Proprietary Rights, does not infringe or
      misappropriate or otherwise materially violate the Intellectual Property rights
      of any third party, and no claim is pending or, to the knowledge of Seller,
      threatened against Seller alleging any of the foregoing, (ii) Seller owns,
      or
      with respect to the Licensed Proprietary Rights, licenses all of the
      Intellectual Property necessary for the conduct of the business of Seller,
      and
      (iii) except for the Owned Proprietary Rights and the Licensed Proprietary
      Rights, no material right, license, lease, consent, or other agreement is
      required with respect to any Intellectual Property for the conduct of the
      business of Seller.

     

    (C) Subject
      only to the terms of the licenses listed on Schedule
      4.12(c)
      or
      licenses that are immaterial to the Ordinary Course of Business of the Company,
      or except as disclosed in Schedule
      4.12(c),
      Seller
      is (i) the sole owner of the entire and unencumbered right, title and interest
      in and to each item of the Owned Proprietary Rights, and (ii) entitled to use
      the Owned Proprietary Rights and Licensed Proprietary Rights in the ordinary
      course of its business to the extent such Proprietary Rights are used in the
      operation of the business of the Company.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (D) Except
      as
      disclosed in Schedule
      4.12(d),
      the
      Owned Proprietary Rights and Licensed Proprietary Rights include all of the
      material Intellectual Property used in the Business, and there are no other
      items of Intellectual Property that are material to the Business.

     

    (E) Schedule
      4.12(e) lists all material correspondence and all written opinions in its
      possession relating to potential infringement or misappropriation (i) by Seller
      of any proprietary rights of any third party or (ii) by any third party of
      any
      of the Owned Proprietary Rights or Licensed Proprietary Rights.

     

    (F) Except
      as
      disclosed in Schedule
      4.12(f),
      to the
      Knowledge of Seller, no third party is engaging in any activity that infringes
      or misappropriates the Owned Proprietary Rights or Licensed Proprietary
      Rights.

     

    (G) Seller
      has a license to use all software development tools, library functions,
      compilers and other third-party software that are used in the operation of
      the
      Business and are material to the Business, taken as a whole. To the knowledge
      of
      Seller, all material software used in the Business is free of all viruses,
      worms
      and trojan horses, and does not contain any critical bugs, errors, or problems,
      in each case that reasonably would be expected to have a material adverse impact
      on the Business, taken as a whole.

     

    4.13 Contracts;
      No Defaults.

     

    (A) Schedule
      4.13(a)
      contains
      a complete and accurate list, and Seller has made available to Buyer true and
      complete copies, of all Seller Contracts of the following
      categories:

     

    (1) Contracts
      that involve performance of services or delivery of goods by Seller during
      any
      twelve (12) month period of an amount or value, individually or, for a series
      of
      related Contracts, in the aggregate, in excess of Five Thousand Dollars
      ($5,000);Contracts that involve performance of services or delivery of goods
      or
      materials to Seller during any twelve (12) month period of an amount or value,
      individually or, for a series of related Contracts, in the aggregate, in excess
      of Five Thousand Dollars ($5,000);

     

    (2) Contracts
      that were not entered into in the Ordinary Course of Business;

     

    (3) Facility
      Leases and Leases of Tangible Personal Property of Seller and other Contracts,
      in each case, affecting the ownership of, leasing of, title to, use of, or
      any
      leasehold or other interest in, any real or personal property (except personal
      property leases and installment and conditional sales agreements having a value
      per item or aggregate payments, in each case, of less than Five Thousand Dollars
      ($5,000) and with terms of less than one year);

     

    (4) Licensing
      agreements of Seller and other Contracts, in each case, with respect to patents,
      trademarks, copyrights or other Intellectual Property as well as the forms
      of
      all agreements with current or former employees, consultants or contractors
      regarding the appropriation of, or the non-disclosure of, any of the
      Intellectual Property set forth on Schedule
      4.12(a);


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (5) collective
      bargaining agreements of Seller and other Contracts, in each case, to or with
      any labor union or other employee representative of a group of employees and
      each other written employment or consulting agreement with any employees or
      consultants;

     

    (6) joint
      ventures or partnerships (however named) of Seller and other Contracts, in
      each
      case, involving a sharing of profits, losses, costs or liabilities by Seller
      with any other Person;

     

    (7) Contracts
      containing covenants that in any way purport to restrict the business activity
      of Seller or limit the freedom of Seller to engage in any line of business
      or to
      compete with any Person or that subject Seller to confidentiality or
      non-disclosure obligations;

     

    (8) Contracts
      providing for payments to or by any Person based on sales, purchases or profits,
      other than direct payments for goods;

     

    (9) powers
      of
      attorney granted by or to Seller that are currently effective and
      outstanding;

     

    (10) Contracts
      entered into other than in the Ordinary Course of Business that contain or
      provide for an express undertaking by Seller to be responsible for consequential
      damages;

     

    (11) Contracts
      for capital expenditures relating to the Business in excess of Five Thousand
      Dollars ($5,000) individually or Ten Thousand Dollars ($10,000) in the
      aggregate;

     

    (12) Contracts
      which, to the Knowledge of Seller, will result in a material loss to
      Seller;

     

    (13) Contracts
      between Seller and any of its former or current stockholders or shareholders,
      directors, officers and employees (other than standard employment agreements
      previously furnished to or approved by Buyer and other than option and warrant
      agreements with Seller’s officers, directors and employees);

     

    (14) written
      warranties, guaranties, and/or other similar undertakings with respect to
      contractual performance extended by Seller, other than in the Ordinary Course
      of
      Business; and

     

    (15) each
      amendment, supplement, and modification (whether oral or written) in respect
      of
      any of the foregoing.

     

    All
      Contracts which are not in writing and/or which have not been delivered to
      Buyer
      (i) may be terminated by Seller at any time upon giving notice to the other
      party to such Contracts and without any payment by, penalty against, or
      Liability of Seller and (ii) do not contain any minimum or maximum volume,
      minimum payment, exclusivity, product update, or other similar obligations
      or
      provisions that bind Seller.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (B) Except
      as
      set forth in Schedule
      4.13(b),
      to the
      Knowledge of Seller, no officer, director, agent, employee, consultant or
      contractor of Seller is bound by any Contract that purports to limit the ability
      of such officer, director, agent, employee, consultant or contractor to (i)
      engage in or continue any conduct, activity or practice relating to the Business
      or (ii) assign to Seller or to any other Person any rights to any invention,
      improvement or discovery.

     

    (C) Except
      as
      set forth in Schedule
      4.13(c),
      each
      Contract set forth on Schedule
      4.13(a)
      is in
      full force and effect and is valid and enforceable in accordance with its terms,
      except as such enforceability may be limited by (i) bankruptcy, insolvency,
      moratorium, reorganization or other similar laws affecting creditors’ rights
      generally and (ii) the general principles of equity, regardless of whether
      asserted in a proceeding in equity or at law.

     

    (D) Except
      as
      set forth in Schedule
      4.13(d):

     

    (1) Seller
      is, and at all times has been, in compliance with all material terms and
      requirements of each Contract set forth on Schedule
      4.13(a)
      under
      which Seller has or had any obligation or Liability or by which Seller or any
      of
      the assets owned or used by Seller is or was bound;

     

    (2) to
      the
      Knowledge of Seller, each other Person that has or had any obligation or
      Liability under any Contract set forth on Schedule
      4.13(a)
      under
      which Seller has or had any rights is, and has been, in compliance with all
      material terms and requirements of such Contract;

     

    (3) to
      the
      Knowledge of Seller, no event has occurred or circumstance exists that (with
      or
      without notice or lapse of time) may contravene, conflict with, or result in
      a
      violation or breach of, or give Seller or any other Person the right to declare
      a default or exercise any remedy under, or to accelerate the maturity or
      performance of, or to cancel, terminate or modify, any Contract set forth on
      Schedule
      4.13(a);
      and

     

    (4) Seller
      has not given to or received from any other Person, any written or, to the
      Knowledge of Seller, other notice or other communication regarding any actual,
      alleged, possible or potential violation or breach of, or default under, any
      Contract set forth on Schedule
      4.13(a).

     

    (E) Except
      as
      set forth on Schedule 4.13(e), there are no renegotiations of, attempts to
      renegotiate, or outstanding rights to renegotiate any material amounts paid
      or
      payable to Seller under current or completed Contracts, as applicable, with
      any
      Person and no such Person has made written demand for such
      renegotiation.

     

    (F) Contracts
      relating to the provision of products or services by Seller have been entered
      into in the Ordinary Course of Business and have been entered into without
      the
      commission of any act alone or in concert with any other Person, or any
      consideration having been paid or promised, that is or would be in violation
      of
      any Laws.

     

    (G) Seller
      has no reason to believe that the products and services called for by any
      unfinished Seller Contract cannot be supplied in accordance with the terms
      of
      such Contract, including time specifications, and has no reason to believe
      that
      any unfinished Contract will upon performance by Seller result in a loss to
      Seller.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (H) All
      of
      the Seller Contracts set forth on Schedule
      4.13(a)
      are
      assignable to Buyer without the consent of any other Person, except as
      specifically noted on Schedule
      4.5(b).

     

    4.14 Employee
      Benefits.
      

     

    (A) Schedule
      4.14
      contains
      a complete list of all Employee Plans (i) covering employees, directors or
      consultants or former employees, directors or consultants in, or related to,
      the
      Business and/or (ii) with respect to which Buyer may incur any Liability
      (“Business
      Employee Plans”).
      Seller has delivered or made available to Buyer true and complete copies of
      all
      Employee Plans, including written interpretations thereof and written
      descriptions thereof which have been distributed to Seller’s employees and for
      which Seller has copies, all annuity contracts or other funding instruments
      relating thereto, and a complete description of all Employee Plans which are
      not
      in writing. 

     

    (B) Neither
      Seller nor any ERISA Affiliate sponsors, maintains, contributes to or has an
      obligation to contribute to, or has sponsored, maintained, contributed to or
      had
      an obligation to contribute to, any Pension Plan subject to Title IV of ERISA,
      any Multiemployer Plan or any Registered Pension Plan in Canada.

     

    (C) Each
      Welfare Plan which covers or has covered employees or former employees of Seller
      or of its Affiliates in the Business and which is a “group health plan,” as
      defined in Section 607(1) of ERISA, has been operated in compliance with
      provisions of Part 6 of Title I, Subtitle B of ERISA and Section 4980B of the
      Code at all times. 

     

    (D) There
      is
      no Legal Proceeding or Order outstanding, relating to or seeking benefits under
      any Business Employee Plan that is pending, threatened or anticipated against
      Seller, any ERISA Affiliate or any Employee Plan. 

     

    (E) Neither
      Seller nor any ERISA Affiliate has any liability for unpaid contributions under
      Section 515 of ERISA with respect to any Welfare Plan (i) covering employees,
      directors or consultants or former employees, directors or consultants in,
      or
      related to, the Business and (ii) with respect to which Buyer may incur any
      Liability. 

     

    (F) There
      are
      no liens arising under the Code or ERISA with respect to the operation,
      termination, restoration or funding of any Business Employee Plan or arising
      in
      connection with any excise tax or penalty tax with respect to any Business
      Employee Plan. 

     

    (G) Each
      Business Employee Plan has at all times been maintained in all material
      respects, by its terms and in operation, in accordance with all applicable
      laws,
      including, without limitation, ERISA and the Code. 

     

    (H) Seller
      and its ERISA Affiliates have made full and timely payment of all amounts
      required to be contributed under the terms of each Business Employee Plan and
      applicable Law or required to be paid as expenses or as Taxes under applicable
      Laws, under such Employee Plan, and Seller and its ERISA Affiliates shall
      continue to do so through the Closing Date. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (I) Seller
      has no Business Employee Plan intended to qualify under Section 401 of the
      Code.

     

    (J) Except
      as
      set forth on Schedule
      4.14(j),
      neither
      the execution and delivery of this Agreement or other related agreements by
      Seller nor the consummation of the transactions contemplated hereby or thereby
      will result in the acceleration or creation of any rights of any person to
      benefits under any Employee Plan (including, without limitation, the
      acceleration of the vesting or exercisability of any stock options, the
      acceleration of the vesting of any restricted stock, the acceleration of the
      accrual or vesting of any benefits under any Pension Plan or the acceleration
      or
      creation of any rights under any severance, parachute or change in control
      agreement).

     

    (K) Neither
      Seller nor any ERISA Affiliate has incurred any liability with respect to any
      Employee Plan which may create or result in any liability to Buyer.

     

    4.15 Labor
      Matters; Employees.
      Seller
      is not a party to any collective bargaining or other labor Contract. There
      has
      not been, there is not presently pending or existing, and, to the Knowledge
      of
      Seller, there is not threatened (i) any strike, slowdown, picketing, work
      stoppage or employee grievance process against Seller or the Business; (ii)
      any
      Legal Proceeding against or affecting Seller or the Business relating to the
      alleged violation of any Law or Order pertaining to labor relations or
      employment matters; or (iii) union organizing campaign or any application for
      certification of a collective bargaining agent. No event has occurred or
      circumstance exists that could provide the basis for any work stoppage or other
      labor dispute. There is no lockout of any employees by Seller, and no such
      action is contemplated by Seller. Seller has complied with all material Laws
      relating to employment, equal employment opportunity, nondiscrimination,
      harassment, retaliation, immigration, wages, hours, benefits, collective
      bargaining, the payment of social security and similar Taxes, occupational
      health and safety, and plant closing. Seller is not liable for the payment
      of
      any compensation, damages, Taxes, fines, penalties or other amounts (including,
      without limitation, amounts related to workplace safety and insurance), however
      designated, for failure to comply with any of the foregoing Laws. 

     

    4.16 Legal
      Proceedings.
      Except
      as set forth on Schedule
      4.16,
      there
      is no Legal Proceeding or Order (a) pending or, to the Knowledge of Seller,
      threatened or anticipated against or affecting Seller, the Business or the
      Purchased Assets (or to the Knowledge of Seller, pending or threatened, against
      any of the officers, directors or employees of Seller with respect to their
      business activities related to or affecting the Business); (b) that challenges
      or that may have the effect of preventing, making illegal, delaying or otherwise
      interfering with any of the transactions contemplated by this Agreement; or
      (c)
      related to the Business or the Purchased Assets to which Seller is otherwise
      a
      party. To the Knowledge of Seller, there is no reasonable basis for any such
      Legal Proceeding or Order. Except as set forth on Schedule
      4.16,
      to the
      Knowledge of Seller, no officer, director, agent or employee of Seller is
      subject to any Order that prohibits such officer, director, agent or employee
      from engaging in or continuing any conduct, activity, or practice relating
      to
      the Business. Except as set forth on Schedule
      4.16,
      neither
      Seller nor the Business or the Purchased Assets is subject to any Order of
      any
      Governmental Body and Seller is not engaged in any Legal Proceeding to recover
      monies due it or for damages sustained by it. Seller is not and has not been
      in
      Default with respect to any Order, and there are no unsatisfied judgments
      against Seller or the Business or the Purchased Assets. There are no Orders
      or
      agreements with, or Encumbrances by, any Governmental Body or quasi-governmental
      entity relating to any Environmental Law which regulate, obligate, bind or
      in
      any way affect Seller or any Facility or Former Facility.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.17 Compliance
      with Law.
      

     

    (A) Except
      as
      set forth on Schedule
      4.17,
      Seller,
      to its Knowledge, and the conduct of the Business are and at all times have
      been
      in compliance with all Laws or Orders applicable to them or to the conduct
      and
      operations of the Business or relating to or affecting the Purchased Assets.
      Seller has not received any notice to the effect that, or otherwise been advised
      of (i) any actual, alleged, possible or potential violation of, or failure
      to
      comply with, any such Laws or Orders or (ii) any actual, alleged, possible
      or
      potential obligation on the part of Seller to undertake, or to bear all or
      any
      portion of the cost of, any remedial action of any nature. No event has occurred
      or circumstance exists that (with or without notice or lapse of time) (i) may
      constitute or result in a violation by Seller of, or a failure on the part
      of
      Seller, any such Laws or Orders or (ii) may give rise to any obligation on
      the
      part of Seller to undertake, or to bear all or any portion of the cost of,
      any
      remedial action of any nature, except, in either case separately or the cases
      together, where such violation or failure to comply could not reasonably be
      expected to have a Material Adverse Effect. 

     

    (B) None
      of
      Seller, or any of its directors, officers or Representatives or to the Knowledge
      of Seller, any employee or other Person affiliated with or acting for or on
      behalf of Seller, has, directly or indirectly, (i) made any contribution, bribe,
      rebate, payoff, influence payment, kickback or other payment to any Person,
      private or public, regardless of form, whether in money, property or services
      (A) to obtain favorable treatment in securing business, (B) to pay for favorable
      treatment for business secured, (C) to obtain special concessions or for special
      concessions already obtained, for or in respect of Seller or any of its
      Affiliates or (D) in violation of any Laws of the United States (including,
      without limitation, the Foreign Corrupt Practices Act of 1977, as amended (15
      U.S.C. Sections 78dd-1 et seq.)) or any laws of any other country having
      jurisdiction; or (ii) established or maintained any fund or asset that has
      not
      been recorded in the Books and Records of Seller.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.18 Permits.
      Schedule
      4.18
      sets
      forth a complete list of all Permits held by Seller or used in the conduct
      of
      the Business or which relate to the Purchased Assets. The Permits set forth
      on
Schedule
      4.18
      collectively constitute all of the Permits necessary for Seller to lawfully
      conduct and operate the Business, as applicable, as they are presently conducted
      and to permit Seller to own and use the Purchased Assets to own and use its
      assets, in each case, in the manner in which they are presently owned and used.
      Except as set forth on Schedule
      4.18,
      Seller
      is and at all times has been in compliance with all material Permits applicable
      to it or to the conduct and operations of the Business or relating to or
      affecting the Purchased Assets. Seller has not received any notice to the effect
      that, or otherwise been advised of (i) any actual, alleged, possible or
      potential violation of, or failure to comply with, any such Permits or (ii)
      any
      actual, alleged, possible or potential revocation, withdrawal, suspension,
      cancellation or termination of, or any modification to, any Permit set forth
      on
      or required to be set forth on Schedule
      4.18.
      No
      event has occurred, and to Seller’s Knowledge no circumstance exists, that (with
      or without notice or lapse of time) (i) may constitute or result directly or
      indirectly in a violation by Seller of, or a failure on the part of Seller
      to
      comply with, any such Permits or (ii) result directly or indirectly in the
      revocation, withdrawal, suspension, cancellation or termination of, or any
      modification to, any Permit set forth on or required to be set forth on
Schedule
      4.18.
      All
      applications for or renewals of all Permits have been timely filed and made
      and
      no Permit will expire or be terminated as a result of the consummation of the
      transactions contemplated by this Agreement. No present or former shareholder,
      director, officer or employee of Seller or any Affiliate thereof, or any other
      Person, owns or has any proprietary, financial or other interest (direct or
      indirect) in any Permit which Seller owns, possesses or uses.

     

    4.19 Insurance.
      Schedule
      4.19
      sets
      forth a complete and accurate list (showing as to each policy or binder the
      carrier, policy number, coverage limits, expiration dates, annual premiums
      and a
      general description of the type of coverage provided) of all policies or binders
      of insurance of any kind or nature covering Seller, the Business, the Purchased
      Assets, or any employees, properties or assets of Seller relating to the
      Business, including, without limitation, policies of life, disability, fire,
      theft, workers compensation, employee fidelity and other casualty and liability
      insurance. Seller has delivered to Buyer any statements by the accounting firm
      that reviewed the Financial Statements with regard to the adequacy of coverage
      or of the reserves for claims. All such policies are in full force and effect,
      insures Seller in reasonably sufficient amounts, and are sufficient for
      compliance with all applicable Laws and all Contracts to which Seller is a
      party. Seller is not in Default under any of such policies or binders, and
      Seller has not failed to give any notice or to present any claim under any
      such
      policy or binder in a due and timely fashion. There are no facts upon which
      an
      insurer might be justified in reducing coverage or increasing premiums on
      existing policies or binders. There are no outstanding unpaid claims under
      any
      such policies or binders and there are no outstanding unpaid premiums except
      in
      the Ordinary Course of Business of Seller. Such policies and binders are in
      full
      force and effect as of the Closing Date.

     

    4.20 Inventory;
      Receivables; Payables.
      

     

    (A) Schedule
      4.20(a)
      contains
      a complete and accurate list of all Inventory constituting any part of the
      Purchased Assets set forth on the Interim Balance Sheet and the addresses at
      which the Inventory is located. The Inventory as set forth on the Interim
      Balance Sheet or arising since the Interim Balance Sheet Date was acquired
      and
      has been maintained in accordance with the regular business practices of Seller,
      consists of items of a quality and quantity usable or saleable in the Ordinary
      Course of Business, and is valued at reasonable amounts based on the normal
      valuation policy of Seller at prices equal to the lower of cost or market value
      on a first-in-first-out basis. None of such Inventory is obsolete, unusable,
      damaged or un-salable in the Ordinary Course of Business, except for such items
      of Inventory which have been written down to realizable market value, or for
      which adequate reserves have been provided, in the Interim Balance
      Sheet.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (B) Schedule
      4.20(b)
      contains
      an accurate list of accounts receivable constituting part of the Purchased
      Assets. All accounts receivable of Seller constituting any part of the Purchased
      Assets set forth on the Interim Balance Sheet and all accounts receivable
      arising since the Interim Balance Sheet Date, have arisen from bona
      fide
      transactions in the Ordinary Course of Business. None of the accounts receivable
      of Seller constituting any part of the Purchased Assets reflected on the Interim
      Balance Sheet and arising since the Interim Balance Sheet Date are subject
      to
      any defenses, counterclaims or rights of setoff and all such accounts
      receivables are fully collectible in the Ordinary Course of Business at the
      aggregate recorded amounts thereof, net of any applicable reserves for returns,
      discounts, chargebacks, unauthorized deductions or doubtful accounts reflected
      thereon, which reserves are adequate and were calculated in a manner consistent
      with past custom and practice and in accordance with GAAP consistently applied
      or, in the case accounts receivable arising since the Interim Balance Sheet
      Date, net of any applicable reserves, the amount of which shall be reasonable
      and shall not be greater than the amount of such reserves as set forth on the
      Interim Balance Sheet. 

     

    (C) All
      accounts payable of Seller pertaining to the Purchased Assets or constituting
      any part of the Assumed Liabilities reflected on the Interim Balance Sheet
      or
      arising after the Interim Balance Sheet Date are the result of bona
      fide
      transactions in the Ordinary Course of Business and have been paid or will
      be
      paid in Seller’s Ordinary Course of Business or are not yet due and payable (in
      all cases without any extensions of payment terms or waivers of penalties being
      sought or extended).

     

    4.21 Related
      Party Transactions.
      Except
      as set forth on Schedule
      4.21,
      none of
      Seller, any Affiliate thereof, Seller’s shareholders or any Affiliate or Family
      Member thereof is presently or has, since the Interim Financial Statements,
      borrowed any moneys from or has any outstanding debt or other obligations to
      Seller or is presently a party to any transaction with Seller relating to the
      Business. Except as set forth on Schedule
      4.21,
      none of
      Seller, any Affiliate thereof, or any director, officer or key employee of
      any
      such Persons (a) owns any direct or indirect interest of any kind in (except
      for
      ownership of less than 1% of any public company, provided, that such owner’s
      role is that solely of a passive investor), or controls or is a director,
      officer, employee or partner of, consultant to, lender to or borrower from,
      or
      has the right to participate in the profits of, any Person which is (i) a
      competitor, supplier, customer, landlord, tenant, creditor or debtor of Seller,
      (ii) engaged in a business related to the Business or (iii) a participant in
      any
      transaction to which Seller is a party or (b) is a party to any Contract with
      Seller. Except as set forth on Schedule
      4.21,
      Seller
      has no Contract or understanding with any officer, director or key employee
      of
      Seller or any of Seller’s shareholders or any Affiliate or Family Member thereof
      with respect to the subject matter of this Agreement, the consideration payable
      hereunder or any other matter.

     

    4.22 No
      Brokers.
      Except
      as set forth on Schedule
      4.22,
      none of
      Seller or any of the Affiliates or Representatives of Seller has entered into
      or
      will enter into any Contract, agreement, arrangement or understanding with
      any
      broker, finder or similar agent or Person which will result in the obligation
      of
      Buyer to pay any finder’s fee, brokerage commission or similar payment in
      connection with the transactions contemplated by this Agreement. Buyer shall
      have no responsibility, liability or obligation related to any finder’s fee,
      brokerage commission or similar payment in connection with any of the items
      set
      forth on Schedule
      4.22.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.23 No
      Other Agreements.
      Neither
      Seller, nor any of its shareholders, officers, directors or Affiliates has
      any
      legal obligation, absolute or contingent, to any other Person to sell, assign
      or
      transfer any part of the Purchased Assets (other than Inventory and fixed assets
      in the Ordinary Course of Business), to sell any stock of or other equity
      interest (other than warrants or options in favor of Seller’s officers,
      directors or employees) in Seller or to effect any merger, consolidation or
      other reorganization of Seller or to enter into any agreement with respect
      thereto.

     

    4.24 Material
      Misstatements Or Omissions.
      To the
      knowledge of Seller, no representation or warranty made by Seller in this
      Agreement or the Disclosure Schedule, contains or will contain any untrue
      statement of a material fact, or omits or will omit to state any material fact
      necessary to make the statements or facts contained therein not
      misleading.

     

    ARTICLE
      V.

     

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    Buyer
      hereby represents and warrants to Seller that the statements contained in this
      Article
      V
      are true
      and correct as of the Agreement Date and as of the Closing Date.

     

    5.1 Organization
      of Buyer.
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Nevada.

     

    5.2 Authorization.
      Buyer
      has full power and authority to execute and deliver this Agreement and each
      other agreement, document, instrument or certificate contemplated by this
      Agreement or to be executed by Buyer in connection with the consummation of
      the
      transactions contemplated hereby (such other agreements, documents, instruments
      and certificates required to be executed by Buyer being hereinafter referred
      to,
      collectively, as the “Buyer
      Documents”),
      and
      to consummate the transactions contemplated hereby and thereby. The execution,
      delivery and performance by Buyer of this Agreement and each of the Buyer
      Documents have been duly authorized by all necessary action on behalf of Buyer.
      This Agreement and each of the Buyer Documents have been duly executed and
      delivered by Buyer and (assuming the due authorization, execution and delivery
      by the other parties hereto and thereto) this Agreement and each of the Buyer
      Documents constitute, valid and legally binding obligations of Buyer,
      enforceable against Buyer in accordance with their respective terms, except
      as
      such enforceability may be limited by (a) bankruptcy, insolvency, moratorium,
      reorganization and other similar laws affecting creditors’ rights generally and
      (b) the general principles of equity, regardless of whether asserted in a
      proceeding in equity or at law. 

     

    5.3 Conflicts;
      Third Party Consents.
      Neither
      the execution and delivery of this Agreement or the Buyer Documents nor the
      consummation of the transactions contemplated hereby and thereby, nor compliance
      by Buyer with any of the provisions hereof or thereof, will (a) conflict with,
      or result in the breach of, any provision of the certificate of formation or
      the
      operating agreement of Buyer, (b) conflict with, violate, result in the breach
      or termination of, or constitute a Default under any indebtedness, instrument,
      obligation or Contract to which Buyer is a party or by which Buyer or its
      properties or assets are bound or (c) violate any Law or any Order of any
      Governmental Body by which Buyer or its properties or assets are bound. No
      Order
      of, Consent or Permit from or declaration or filing with, or notification to,
      any Person, including, without limitation, any Governmental Body, is required
      to
      be made or obtained by Buyer in connection with the execution, delivery and
      performance of this Agreement or the Buyer Documents and the consummation of
      the
      transactions contemplated hereby and thereby.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.4 Organization
      and Qualification.
      Buyer
      and each of its Subsidiaries, if any, is a corporation duly organized, validly
      existing and in good standing under the laws of the jurisdiction in which it
      is
      incorporated, with full power and authority (corporate and other) to own, lease,
      use and operate its properties and to carry on its business as and where now
      owned, leased, used, operated and conducted. Buyer and each of its Subsidiaries
      is duly qualified as a foreign corporation to do business and is in good
      standing in every jurisdiction in which its ownership or use of property or
      the
      nature of the business conducted by it makes such qualification necessary except
      where the failure to be so qualified or in good standing would not have a
      Material Adverse Effect. 

     

    5.5 Authorization;
      Enforcement.
      (i)
      Buyer has all requisite corporate power and authority to enter into and perform
      this Agreement and the Ancillary Agreements and to consummate the transactions
      contemplated hereby and thereby and to issue the GPS Shares, in accordance
      with
      the terms hereof and thereof, (ii) the execution and delivery of this Agreement
      and the Ancillary Agreements by Buyer and the consummation by it of the
      transactions contemplated hereby and thereby have been duly authorized by
      Buyer’s Board of Directors and no further consent or authorization of Buyer, its
      Board of Directors, its shareholders or any third party is required, (iii)
      this
      Agreement has been, and the Ancillary Agreements when executed, will be duly
      executed and delivered by Buyer, and (iv) this Agreement constitutes, and upon
      execution and delivery by Buyer of the Ancillary Agreements, each of such
      instruments will constitute, a legal, valid and binding obligation of Buyer
      enforceable against Buyer in accordance with its terms.

     

    5.6 Capitalization.
      

     

    (A) As
      of the
      date hereof, the authorized capital stock of Buyer consists solely of (i)
      1,600,000,000 shares of Common Stock, of which 395,746,410 shares are issued
      and
      outstanding; 10,000,000 shares are reserved for issuance pursuant to Buyer’s
      stock option plans, of which options for the purchase of 9,390,000 are
      outstanding; 15,000,000 shares are issuable pursuant to options not issued
      pursuant to stock option plans; 638,629,284 shares are reserved for issuance
      pursuant to securities exercisable for, or convertible into or exchangeable
      for
      shares of Common Stock; and 28,950,907 shares are issuable upon exercise of
      warrants; and (ii) 50,000,000 shares of preferred stock (the “Preferred
      Stock”),
      of
      which 15,000,000 shares have been designated “Series A Preferred Stock” and
      4,000,000 have been designated “Series B Convertible Preferred Stock.” As of the
      date hereof, no shares of Series A Preferred Stock are outstanding, and a total
      of 3,124,089 shares of Series B Convertible Preferred Stock are issued and
      outstanding. Except as set forth in this paragraph and in Schedule 5.6,
      as of
      the date hereof there are no other securities exercisable for, or convertible
      into or exchangeable for shares of capital stock of Buyer, and Buyer has no
      contractual or other obligation to issue any shares of capital stock. There
      are
      no other authorized shares of capital stock or voting securities. Buyer
      currently has a sufficient number of authorized shares of Common Stock to cover
      all shares of Common Stock that are issuable as of the date of this Agreement
      if
      all currently issued and outstanding options, warrants and convertible or
      exchangeable securities were exercised, converted or exchanged on the date
      hereof.

     

    (B) Immediately
      after giving effect to the transactions contemplated by this Agreement, the
      authorized capital stock of Buyer will consist of 1,600,000,000 shares of Common
      Stock, of which a maximum of 524,912,778 shares will be issued and outstanding
      (assuming no exercise of currently outstanding options or warrants or conversion
      of Preferred Stock. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (C) All
      of
      Buyer’s outstanding shares of capital stock are duly and validly issued, fully
      paid and nonassessable and were issued in compliance with state and federal
      securities laws and were not issued in violation of any preemptive or similar
      rights. 

     

    (D) The
      GPS
      Shares to be issued pursuant to this Agreement have been duly authorized and
      when issued in accordance with the terms of this Agreement will be fully paid
      and non-assessable and will be free and clear of any liens other than any liens
      created by the holder thereof, and will not be issued in violation of any
      preemptive or similar rights and will be issued in compliance with federal
      and
      state securities laws.

     

    (E) Except
      for the Shareholder Agreement entered into as of December 29, 2006 by and
      between Buyer, Great White Shark Enterprises, Inc., Leisurecorp LLC, Robert
      C.
      Silzer, Sr., and Douglas Wood, Buyer is not a party or subject to any agreement
      or understanding relating to the voting or giving of written consents with
      respect to any capital stock or by a director of Buyer. 

     

    5.7 No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the Ancillary
      Agreements by Buyer and the consummation by Buyer of the transactions
      contemplated hereby and thereby will not (i) conflict with or result in a
      violation of any provision of the Articles of Incorporation or By-laws or (ii)
      violate or conflict with, or result in a breach of any provision of, or
      constitute a default (or an event which with notice or lapse of time or both
      could become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation of, any material agreement, indenture,
      patent, patent license or instrument to which Buyer or any of its Subsidiaries
      is a party, or (iii) result in a violation of any Law, rule, regulation, order,
      judgment or decree (including federal and state securities laws and regulations
      and regulations of any self-regulatory organizations to which Buyer or its
      securities are subject) applicable to Buyer or any of its Subsidiaries or by
      which any property or asset of Buyer or any of its Subsidiaries is bound or
      affected. The businesses of Buyer and its Subsidiaries, if any, are not being
      conducted, in violation of any law, ordinance or regulation of any governmental
      entity. Neither Buyer nor any of its Subsidiaries is in violation of its
      Articles of Incorporation, By-laws or other organizational documents and neither
      Buyer nor any of its Subsidiaries is in default under any material contract,
      agreement or understanding to which it is a party or by which it or its assets
      or properties is bound. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.8 SEC
      Documents; Financial Statements.
      Since
      December 31, 2005, Buyer has timely filed all reports, schedules, forms,
      statements and other documents required to be filed by it with the SEC pursuant
      to the reporting requirements of the 1934 Act (all of the foregoing and all
      exhibits included therein and financial statements and schedules thereto and
      documents incorporated by reference therein, being hereinafter referred to
      herein as the “SEC
      Documents”).
      As of
      their respective dates, the SEC Documents complied in all material respects
      with
      the requirements of the 1934 Act and the rules and regulations of the SEC
      promulgated thereunder applicable to the SEC Documents, and none of the SEC
      Documents, at the time they were filed with the SEC, contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. None of the
      statements made in any such SEC Documents is, or has been, required to be
      amended or updated under applicable law (except for such statements as have
      been
      amended or updated in subsequent filings prior the date hereof). As of their
      respective dates, the financial statements of Buyer included in the SEC
      Documents, including the notes thereto (the “Financial
      Statements”),
      complied as to form in all material respects with applicable accounting
      requirements and the published rules and regulations of the SEC with respect
      thereto, were complete and correct in all material respects as of their
      respective dates, and were prepared in accordance with generally accepted
      accounting principles applied on a consistent basis throughout the periods
      indicated. The Financial Statements fairly present the consolidated financial
      condition and operating results of Buyer at the dates and during the periods
      indicated therein (subject in the case of unaudited statements, to normal and
      recurring year-end adjustments) Except as set forth in the Financial Statements,
      Buyer has no liabilities, contingent or otherwise, other than (i) liabilities
      incurred in the ordinary course of business subsequent to March 31, 2007 and
      (ii) obligations under contracts and commitments incurred in the ordinary course
      of business and not required under generally accepted accounting principles
      to
      be reflected in such financial statements, which in the case of (i) or (ii),
      individually or in the aggregate, are not material to the financial condition
      or
      operating results of Buyer. 

     

    5.9 Absence
      of Certain Changes.
      Since
      March 31, 2007, there has been no material adverse change and no material
      adverse development in the assets, liabilities, business, properties,
      operations, financial condition, results of operations or prospects of Buyer
      or
      any of its Subsidiaries.

     

    5.10 Absence
      of Litigation.
      Except
      as set forth in the SEC Documents and Schedule
      5.10,
      there
      is no action, suit, claim, proceeding, inquiry, or investigation before or
      by
      any court, public board, government agency, self-regulatory organization or
      body
      pending or, to the knowledge of Buyer or any of its Subsidiaries, threatened
      against or affecting Buyer or any of its Subsidiaries, or their officers or
      directors in their capacity as such, that could have a Material Adverse Effect.
      There is no judgment, decree or order against Buyer, or to the Knowledge of
      Buyer or any of its Subsidiaries, against its officers or directors (in their
      capacities as such) that could have a Material Adverse Effect.

     

    5.11 Tax
      Status.
      Except
      as set forth in Schedule 5.11,
      Buyer
      and each of its Subsidiaries has made or filed all federal, state, local and
      foreign income and all other tax returns, reports and declarations required
      by
      any jurisdiction to which it is subject (unless and only to the extent that
      Buyer and each of its Subsidiaries has set aside on its books provisions
      reasonably adequate for the payment of all unpaid and unreported taxes) and
      has
      paid all taxes and other governmental assessments and charges that are material
      in amount, shown or determined to be due on such returns, reports and
      declarations, except those being contested in good faith and has set aside
      on
      its books provisions reasonably adequate for the payment of all taxes for
      periods subsequent to the periods to which such returns, reports or declarations
      apply. There are no unpaid taxes in any material amount claimed to be due by
      the
      taxing authority of any jurisdiction, and the officers of Buyer know of no
      basis
      for any such claim. Buyer has not executed a waiver with respect to the statute
      of limitations relating to the assessment or collection of any foreign, federal,
      state or local tax. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.12 Disclosure.
      All
      information relating to or concerning Buyer or any of its Subsidiaries set
      forth
      in this Agreement is true and correct in all material respects and Buyer has
      not
      omitted to state any material fact necessary in order to make the statements
      made herein or therein, in light of the circumstances under which they were
      made, not misleading. No event or circumstance known to Buyer has occurred
      or
      exists with respect to Buyer or any of its Subsidiaries or its or their
      business, properties, prospects, operations or financial conditions, which,
      under applicable law, rule or regulation, requires public disclosure or
      announcement by Buyer but which has not been so publicly announced or
      disclosed.

     

    5.13 Patents,
      Copyrights, etc.
      (i)
      Buyer and each of its Subsidiaries owns or possesses the requisite licenses
      or
      rights to use all patents, patent applications, patent rights, inventions,
      know-how, trade secrets, trademarks, trademark applications, service marks,
      service names, trade names and copyrights (“Intellectual Property”) necessary to
      enable it to conduct its business as now operated; there is no claim or action
      by any person pertaining to, or proceeding pending, or to Buyer’s knowledge
      threatened, which challenges the right of Buyer or of a Subsidiary with respect
      to any Intellectual Property necessary to enable it to conduct its business
      as
      now operated; to the best of Buyer’s Knowledge, Buyer’s or its Subsidiaries’
current and intended products, services and processes do not infringe on any
      Intellectual Property or other rights held by any person; and Buyer is unaware
      of any facts or circumstances which might give rise to any of the foregoing.
      Buyer and each of its Subsidiaries have taken reasonable security measures
      to
      protect the secrecy, confidentiality and value of their Intellectual
      Property.

     

    5.14 Environmental
      Matters.

     

    (A) There
      are, to Buyer’s Knowledge, with respect to Buyer or any of its Subsidiaries or
      any predecessor of Buyer, no past or present violations of Environmental Laws
      (as defined below), releases of any material into the environment, actions,
      activities, circumstances, conditions, events, incidents, or contractual
      obligations which may give rise to any common law environmental liability or
      any
      liability under the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980 or similar federal, state, local or foreign laws and
      neither Buyer nor any of its Subsidiaries has received any notice with respect
      to any of the foregoing, nor is any action pending or, to Buyer’s Knowledge,
      threatened in connection with any of the foregoing. The term “Environmental
      Laws” means all federal, state, local or foreign laws relating to pollution or
      protection of human health or the environment (including, without limitation,
      ambient air, surface water, groundwater, land surface or subsurface strata),
      including, without limitation, laws relating to emissions, discharges, releases
      or threatened releases of chemicals, pollutants contaminants, or toxic or
      hazardous substances or wastes (collectively, “Hazardous Materials”) into the
      environment, or otherwise relating to the manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of Hazardous Materials,
      as well as all authorizations, codes, decrees, demands or demand letters,
      injunctions, judgments, licenses, notices or notice letters, orders, permits,
      plans or regulations issued, entered, promulgated or approved
      thereunder.

     

    (B) Other
      than those that are or were stored, used or disposed of in compliance with
      applicable law, no Hazardous Materials are contained on or about any real
      property currently owned, leased or used by Buyer or any of its Subsidiaries,
      and no Hazardous Materials were released on or about any real property
      previously owned, leased or used by Buyer or any of its Subsidiaries during
      the
      period the property was owned, leased or used by Buyer or any of its
      Subsidiaries, except in the normal course of Buyer’s or any of its Subsidiaries’
business. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (C) To
      the
      best of Buyer’s Knowledge, there are no underground storage tanks on or under
      any real property owned, leased or used by Buyer or any of its Subsidiaries
      that
      are not in compliance with applicable law.

     

    5.15 Title
      to Property.
      Buyer
      and its Subsidiaries have good and marketable title in fee simple to all real
      property and good and marketable title to all personal property owned by them
      which is material to the business of Buyer and its Subsidiaries. Any real
      property and facilities held under lease by Buyer and its Subsidiaries are
      held
      by them under valid, subsisting and enforceable leases with such exceptions
      as
      would not have a Material Adverse Effect. 

     

    5.16 Internal
      Accounting Controls.
      Buyer
      and each of its Subsidiaries maintain a system of internal accounting controls
      sufficient, in the judgment of Buyer’s board of directors, to provide reasonable
      assurance that (i) transactions are executed in accordance with management’s
      general or specific authorizations, (ii) transactions are recorded as necessary
      to permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain asset accountability, (iii)
      access to assets is permitted only in accordance with management’s general or
      specific authorization and (iv) the recorded accountability for assets is
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any differences.

     

    5.17 Permits;
      Compliance.
      Buyer
      and each of its Subsidiaries is in possession of all franchises, grants,
      authorizations, licenses, permits, easements, variances, exemptions, consents,
      certificates, approvals and orders necessary to own, lease and operate its
      properties and to carry on its business as it is now being conducted
      (collectively, the “Company
      Permits”),
      and
      there is no action pending or, to the Knowledge of Buyer, threatened regarding
      suspension or cancellation of any of Buyer Permits. Neither Buyer nor any of
      its
      Subsidiaries is in conflict with, or in default or violation of, any of Buyer
      Permits, except for any such conflicts, defaults or violations which,
      individually or in the aggregate, would not reasonably be expected to have
      a
      Material Adverse Effect. Since December 31, 2006, neither Buyer nor any of
      its
      Subsidiaries has received any notification with respect to possible conflicts,
      defaults or violations of applicable laws, except for notices relating to
      possible conflicts, defaults or violations, which conflicts, defaults or
      violations would not have a Material Adverse Effect.

     

    5.18 Foreign
      Corrupt Practices.
      Neither
      Buyer, nor any of its Subsidiaries, nor any director, officer, agent, employee
      or other person acting on behalf of Buyer or any Subsidiary has, in the course
      of his actions for, or on behalf of, Buyer, used any corporate funds for any
      unlawful contribution, gift, entertainment or other unlawful expenses relating
      to political activity; made any direct or indirect unlawful payment to any
      foreign or domestic government official or employee from corporate funds;
      violated or is in violation of any provision of the U.S. Foreign Corrupt
      Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence
      payment, kickback or other unlawful payment to any foreign or domestic
      government official or employee. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.19 OTCBB.
      Buyer
      is not in violation of the quotation requirements of the Over-the-Counter
      Bulletin Board (the “OTCBB”)
      and
      does not reasonably anticipate that the Common Stock will be removed by the
      OTCBB in the foreseeable future. Buyer and its Subsidiaries are unaware of
      any
      facts or circumstances which might give rise to any of the
      foregoing.

     

    5.20 Certain
      Registration Matters.
      Assuming the accuracy of the Seller’s representations and warranties set forth
      in Article IV, no registration under the Securities Act is required for the
      issuance of the GPS Shares to Seller hereunder. 

     

    5.21 No
      Brokers.
      Neither
      Buyer nor any of its Affiliates or Representatives has entered into or will
      enter into any Contract, agreement, arrangement or understanding with any
      broker, finder or similar agent or Person which will result in the obligation
      of
      Seller to pay any finder’s fee, brokerage commission or similar payment in
      connection with the transactions contemplated hereby. 

     

    ARTICLE
      VI.

     

    COVENANTS
      OF SELLER AND BUYER

     

    Seller
      and Buyer each covenant with the other as follows: 

     

    6.1 Further
      Assurances.
      Upon
      the terms and subject to the conditions contained in this Agreement, the parties
      agree, before and after the Closing, (a) to use all reasonable efforts to take,
      or cause to be taken, all actions and to do, or cause to be done, all things
      necessary, proper or advisable to consummate and make effective the transactions
      contemplated by this Agreement and the Ancillary Agreements, (b) to execute
      any
      documents, instruments or conveyances of any kind which may be reasonably
      necessary or advisable to carry out any of the transactions contemplated
      hereunder or thereunder, and (c) to cooperate with each other in connection
      with
      the foregoing. As promptly as possible after the Agreement Date, Seller will
      make all filings required by Law to be made by them in order to consummate
      the
      transactions contemplated hereby, will obtain all other required Consents
      (provided, that Buyer shall not be required to make any payments, commence
      litigation or agree to modifications of the terms of any Contracts or Leases
      in
      order to obtain any such Consent) and Permits and will apply for any new Permits
      necessary to consummate the transactions contemplated hereby. As promptly as
      possible after the Agreement Date, Buyer will give all notices to third parties
      and make all filings required by Law to be made by it in order to consummate
      the
      transactions contemplated hereby. 

     

    6.2 Conduct
      of Business.
      

     

    (A) From
      the
      Agreement Date through the Closing Date, Seller shall, except as permitted
      by
      this Agreement or as consented to by Buyer in writing, conduct the Business
      only
      in the Ordinary Course of Business and (i) will not take any action inconsistent
      with this Agreement or any of the Ancillary Agreements or with the consummation
      of the transactions contemplated hereby and thereby, (ii) will not take any
      of the actions described in Section 4.9(B), (C), (D), (E), (H), (J), (K),
      (L), (M), (N), (O), (P), (Q), (T), (U), (V), (W), (X), or (Z), and
      (iii) use its Best Efforts to maintain the Purchased Assets in a state of
      repair and condition that complies with Laws and is consistent with the
      requirements of the Business as it is presently conducted. In addition and
      without limiting the generality of the foregoing, Seller shall not, and except
      as specifically permitted by this Agreement or as consented to by Buyer in
      writing, take any affirmative action, or fail to take any reasonable action,
      in
      each case which would reasonably be expected to result in the occurrence of
      any
      of the changes or events listed in Section
      4.9
      of this
      Agreement. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (B) Seller
      shall provide Buyer weekly cash receipts and disbursements reports as reasonably
      requested by Buyer depicting actual transactions and a running four-week
      forecast of transactions. Seller shall also specifically receive Buyer
      authorization to hire any additional employees or commit to any capital
      expenditures greater than that set forth in Section 4.9(M) through
      Closing.

     

    (C) Subject
      to compliance with the foregoing, Buyer shall arrange to cover any cash flow
      shortfall from Seller’s operations as Buyer deems necessary to preserve the
      Business based on the forecasts provided to Buyer. In the event that this
      Agreement is terminated pursuant to Section 9.3(A)(1), 9.3(A)(2)(b), or
      9.3(A)(3), all funds advanced or provided by Buyer to cover Seller’s cash flow
      shall be payable by Seller on demand, and Seller hereby grants a security
      interest in favor of Buyer in all of the Purchased Assets to secure Seller’s
      obligations hereunder. Seller shall execute and file a UCC-1 financings
      statement with respect to the foregoing.

     

    6.3 Intentionally
      deleted.

     

    6.4 Consents.
      Notwithstanding anything in this Agreement to the contrary, this Agreement
      shall
      not constitute an agreement to assign any of the Purchased Assets or any claim
      or right or any benefit arising thereunder or resulting therefrom if an
      attempted assignment thereof, without the Consent of a third party thereto,
      would constitute a Default thereof or in any way adversely affect the rights
      of
      Buyer thereunder or thereto. Buyer and Seller further agree that, although
      Buyer
      and Seller agree to cooperate with each other in attempting to obtain all
      Consents, any failure to obtain any Consents by either Buyer or Seller, as
      the
      case may be, for any reason whatsoever shall not constitute a Breach of this
      Agreement by Seller or Buyer, as the case may be. If any of the Purchased Assets
      are not assigned to Buyer on the Closing Date due to circumstances described
      in
      this Section
      6.4,
      then
      Buyer shall not assume any Liabilities related to or arising out of such
      non-transferred Purchased Asset until such Purchased Asset can be properly
      transferred to Buyer and Buyer has all of the benefits of such Purchased Asset.
      If any Consent is not obtained, or if an attempted assignment thereof would
      be
      ineffective or would affect the rights thereunder so that Buyer would not
      receive all such rights, Seller will use its Best Efforts to provide to Buyer
      the benefits of such Purchased Assets, including, without limitation,
      enforcement for the benefit of Buyer of any and all rights of Seller against
      a
      third party thereto arising out of the Default or cancellation by such third
      party or otherwise. Notwithstanding anything in this Agreement to the contrary,
      nothing contained in this Section
      6.4
      shall be
      deemed to constitute a waiver or have any effect on the conditions to Buyer’s
      obligations to consummate the transactions contemplated hereby as set forth
      in
Section
      7.2(e).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.5 Notification
      of Certain Matters.
      From
      the Agreement Date to the Closing Date, Seller or Buyer, as the case may be,
      shall give prompt notice to the other party (the “Disclosure
      Letter”)
      of (a)
      the occurrence, or failure to occur, of any event which occurrence or failure
      would be likely to cause any representation or warranty contained in this
      Agreement or in any exhibit or schedule hereto to be untrue or inaccurate in
      any
      material respect and (b) any failure of Seller or Buyer, as the case may be,
      or
      any of such party’s Affiliates or Representatives, to comply with or satisfy any
      covenant, condition or agreement to be complied with or satisfied by such Person
      under this Agreement or any exhibit or schedule hereto. Seller or Buyer, as
      the
      case may be, shall promptly notify the other party of any default, the threat
      or
      commencement of any Legal Proceeding, or any development that occurs before
      the
      Closing that could have a Material Adverse Effect. In addition, during such
      period, Seller will confer with Buyer concerning operational matters of a
      material nature and otherwise report periodically to Buyer concerning the status
      of the Business. 

     

    6.6 Employee
      Matters.

     

    (A) Seller
      shall be solely responsible for all obligations and Liabilities arising under
      or
      with respect to all Employee Plans. Buyer shall not assume any Employee Plan
      or
      any obligation or Liability thereunder.

     

    (B) Buyer
      shall extend offers of employment to those of Seller’s employees whom it desires
      to hire including those listed on Exhibit E-2 (“Potential
      Employees”),
      which
      offers shall be on terms and conditions which Buyer shall determine in its
      sole
      discretion. Seller shall cause the termination of the employment of all
      Potential Employees that are actually hired by Buyer (“Rehired
      Employees”)
      immediately prior to the Closing and shall cooperate with and use its Best
      Efforts to assist Buyer in its efforts to secure satisfactory employment
      arrangements with Potential Employees. The participation of each Rehired
      Employee under the Employee Plans shall cease as of the Closing Date. Nothing
      contained in this Agreement shall confer upon any employee of Seller any right
      with respect to continued employment by Buyer, nor shall anything herein
      interfere with the right of Buyer to terminate the employment of any Rehired
      Employee at any time, with or without cause, or restrict Buyer in the exercise
      of its independent business judgment in modifying any of the terms and
      conditions of the employment of the Rehired Employees. Notwithstanding anything
      herein to the contrary, Buyer shall pay two weeks severance to any Rehired
      Employee terminated within six months of the Closing Date.

     

    (C) Seller
      and its ERISA Affiliates (as defined below) shall comply with the provisions
      of
      the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
      (“COBRA”),
      as
      set forth in Section 4980B of the Code and Part 6 of Title I of the Employee
      Retirement Income Security Act of 1974, as amended, with respect to any
      employee, former employee or beneficiary of any such employee or former employee
      who is covered under any Group Health Plan (as defined in Section 5001(b)(1)
      of
      the Code) maintained by Seller and its ERISA Affiliates as of the Closing Date
      or whose “qualifying event,” within the meaning of Section 4980B(f) of the Code,
      occurs on or prior to the Closing Date, whether pursuant to the provisions
      of
      COBRA or otherwise. For purposes of this Agreement, “ERISA Affiliate” shall mean
      any entity which is (or at any relevant time was) a member of a “controlled
      group of corporations” with, under “common control” with, or a member of an
“affiliated service group” with, Seller as defined in Section
      414(b),
      (c),
      (m)
      or
(o)
      of the
      Code.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (D) Buyer
      and
      its ERISA Affiliates shall comply with the provisions of COBRA, as set forth
      in
      Section 4980B of the Code and Part 6 of Title I of ERISA with respect to each
      Rehired Employee after the Closing Date who is covered under any Group Health
      Plan (as defined in Section 5001(b)(1) of the Code) maintained by Buyer and
      its
      ERISA Affiliates after the Closing Date or whose “qualifying event,” within the
      meaning of Section 4980B(f) of the Code, occurs after the Closing Date, whether
      pursuant to the provisions of COBRA or otherwise. 

     

    (E) No
      provision of this Agreement shall create any third party beneficiary rights
      in
      any Rehired Employee, any beneficiary or dependents thereof, or any collective
      bargaining representative thereof, with respect to the compensation, terms
      and
      conditions of employment and benefits that may be provided to any Rehired
      Employee by Buyer or under any benefit plan which Buyer may
      maintain.

     

    (F) Nothing
      contained in this Agreement shall confer upon any Rehired Employee any right
      with respect to continued employment by Buyer, nor shall anything herein
      interfere with the right of Buyer to terminate the employment of any Rehired
      Employee at any time, with or without cause, or restrict Buyer in the exercise
      of its independent business judgment in modifying any of the terms and
      conditions of the employment of the Rehired Employees.

     

    (G) For
      a
      period of three years after Closing, Seller shall not, directly or indirectly,
      solicit for employment any employee of Seller whose employment is continued
      by
      Buyer after the Closing Date or any employee of Buyer or any successor or
      Affiliate of Buyer which is engaged in the Business, unless Buyer first
      terminates the employment of such employee or gives its written consent to
      such
      employment or offer of employment; provided, however, Seller shall not be
      prohibited from hiring an employee of Buyer (other than a former employee of
      Seller whose employment was continued by Buyer after the Closing Date) who,
      with
      no advance knowledge of or discussions with Seller, terminates employment with
      Buyer and applies for a posted job with Seller.

     

    6.7 Collection
      of Accounts Receivable and Letters of Credit.
      At the
      Closing, Buyer will acquire hereunder, and thereafter Buyer or its designee
      shall have the right and authority to collect for Buyer’s or its designee’s
      account, all receivables, letters of credit and other items which constitute
      a
      part of the Purchased Assets, and Seller shall, within five business days after
      receipt of any payment in respect of any of the foregoing, properly endorse
      and
      deliver to Buyer any letters of credit, documents or checks received on account
      of or otherwise relating to any such receivables, letters of credit or other
      items. Seller shall promptly transfer or deliver to Buyer or its designee any
      cash or other property that Seller may receive in respect of any deposit,
      prepaid expense, claim, contract, license, lease, commitment, sales order,
      purchase order, letters of credit or receivable of any character, or any other
      item constituting a part of the Purchased Assets. 

     

    6.8 Books
      and Records.
      Each
      party hereto agrees that it will cooperate with and make available to the other
      party, during normal business hours, all Books and Records, information and
      employees (without substantial disruption of employment) retained and remaining
      in existence after the Closing which are necessary or useful in connection
      with
      any Tax inquiry, audit, investigation or dispute, any litigation or
      investigation or any other matter requiring any such Books and Records,
      information or employees for any reasonable business purpose. The party
      requesting any such Books and Records, information or employees shall bear
      all
      of the out-of-pocket costs and expenses (including, without limitation,
      reasonable attorneys’ fees, but excluding reimbursement for salaries and
      employee benefits) reasonably incurred in connection with providing such Books
      and Records, information or employees. All information received pursuant to
      this
Section
      6.8
      shall be
      kept confidential by the party obtaining such information, subject to any
      disclosure that is required to be made by such party in order to comply with
      applicable Laws or the rules or regulations of any securities exchange upon
      which its securities are traded.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.9 Tax
      Matters.
      

     

    (A) Payment.
      Seller
      shall pay, or cause to be paid, when due all Taxes for which Seller is or may
      be
      liable that are or may become payable with respect to all taxable periods ending
      on, prior to or after the Closing Date.

     

    (B) Cooperation
      and Records Retention.
      Seller
      and Buyer shall (i) each provide the other with such assistance as may
      reasonably be requested by any of them in connection with the preparation of
      any
      return, audit, or other examination by any Tax authority or Legal Proceedings
      relating to Liability for Taxes, (ii) each retain and provide the other with
      any
      records or other information that may be relevant to such return, audit or
      examination, Legal Proceeding or determination, and (iii) each provide the
      other
      with any final determination of any such audit or examination, proceeding,
      or
      determination that affects any amount required to be shown on any Tax Returns
      of
      the other for any period. Without limiting the generality of the foregoing,
      Buyer and Seller shall each retain, until the applicable statutes of limitations
      (including any extensions) have expired, copies of all Tax Returns, supporting
      work schedules, and other records or information that may be relevant to such
      returns for all Tax periods or portions thereof ending on or before the Closing
      Date and shall not destroy or otherwise dispose of any such records without
      first providing the other party with a reasonable opportunity to review and
      copy
      the same.

     

    (C) Payment
      of Liabilities.
      Following the Closing Date, Seller shall pay promptly when due all of the
      Liabilities for Taxes of Seller and other debts and Liabilities of Seller,
      other
      than the Assumed Liabilities.

     

    6.10 Intentionally
      Deleted.
      

     

    6.11 No-Shop
      Clause.
      

     

    (A) From
      and
      after the date of the execution and delivery of this Agreement by Seller until
      the termination of this Agreement or the consummation of the transactions
      contemplated hereby, Seller will not, without the prior written consent of
      Buyer
      or except as otherwise permitted by this Agreement directly or indirectly:
      (i)
      sell, assign, lease, pledge or otherwise transfer or dispose of all or any
      portion of the Purchased Assets, the Business or any material portion or amount
      of equity securities of Seller, whether through merger, consolidation, business
      combination, asset sale, share exchange or otherwise (and including in
      connection with an offer for all or a material portion of Seller’s stock or
      assets) (each of such actions being an “Acquisition
      Proposal”);
      (ii)
      solicit offers for, offer up or seek any Acquisition Proposal; (iii) initiate,
      encourage or provide any documents or information to any third party in
      connection with, discuss or negotiate with any person regarding any inquires,
      proposals or offers relating to any Acquisition Proposal; or (iv) enter into
      any
      agreement or discussions with any party (other than Buyer) with respect to
      any
      Acquisition Proposal. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (B) Without
      limiting the foregoing, it is agreed that any violation of the restrictions
      set
      forth in Section
      6.11(a)
      by any
      of Seller’s Representatives shall be a breach of Section
      6.11(a)
      by
      Seller. Upon execution of this Agreement, Seller shall, and shall cause its
      Representatives to, cease immediately and cause to be terminated any and all
      existing discussions or negotiations with any Persons conducted heretofore
      with
      respect to an Acquisition Proposal and promptly request that all confidential
      information with respect thereto furnished on behalf of Seller be
      returned.

     

    (C) Seller
      shall, as promptly as practicable (and in no event later than 24 hours after
      receipt thereof), advise Buyer of any inquiry received by it relating to any
      potential Acquisition Proposal and of the material terms of any proposal or
      inquiry, including the identity of the Person and its Affiliates making the
      same, that it may receive in respect of any such potential Acquisition Proposal,
      or of any information requested from it or of any negotiations or discussions
      being sought to be initiated with it, shall furnish to Buyer a copy of any
      such
      proposal or inquiry, if it is in writing, or a written summary of any such
      proposal or inquiry, if it is not in writing, and shall keep Buyer fully
      informed on a prompt basis with respect to any developments with respect to
      the
      foregoing.

     

    6.12 Assignment
      of Agreements.
      Following Closing, Seller shall use its Best Efforts to assign to Buyer as
      soon
      as possible following Closing (i) those agreements set forth on Schedule
      4.5(b)
      hereto
      and (ii) those agreements which are being negotiated at the time of the
      Agreement Date which are executed following the Agreement Date by Seller and
      a
      third party and which would have been set forth on Schedule
      4.5(b)
      hereto
      had such agreements been executed prior to the Agreement Date (as reasonably
      agreed by Buyer and Seller). 

     

    ARTICLE
      VII.

     

    CONDITIONS
      PRECEDENT TO CLOSING

     

    7.1 Conditions
      to Seller’s Obligations to Close.
      The
      obligations of Seller to consummate the transactions provided for hereby are
      subject to the satisfaction, before or on the Closing Date, of each of the
      conditions set forth below in this Section
      7.1,
      any of
      which may be waived by Seller.

     

    (A) Representations,
      Warranties and Covenants.
      (i) All
      representations and warranties of Buyer contained in this Agreement, except
      for
      those representations and warranties the Breach of which could not (individually
      or in the aggregate) reasonably be expected to have a Condition-Related Material
      Adverse Affect, shall be true and correct at and as of the Agreement Date and
      at
      and as of the Closing Date, except to the extent such representations and
      warranties expressly relate solely to an earlier date, and (ii) Buyer shall
      have
      performed and satisfied all agreements and covenants, except for those covenants
      and agreements the breach of which could not (individually or in the aggregate)
      reasonably be expected to have a Condition-Related Material Adverse Affect,
      required hereby to be performed by it before or on the Closing Date.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (B) No
      Actions or Court Orders.
      There
      shall not be any Regulation or Court Order that makes the purchase and sale
      of
      the Business or the Purchased Assets contemplated hereby illegal or otherwise
      prohibited. 

     

    (C) Ancillary
      Agreements.
      Buyer
      shall have executed and delivered the Ancillary Agreements to which Buyer is
      a
      party.

     

    (D) Closing
      Deliverables.
      Buyer
      shall have delivered, or caused to be delivered, to Seller those items set
      forth
      in Section
      3.2(B)
      hereof.

     

    (E) No
      Material Adverse Change.
      There
      shall have been no Condition-Related Material Adverse Change relating to
      Buyer.

     

    (F) Club
      Car Agreement.
      Buyer
      shall have agreed to assume the definitive “Development Agreement” and the
      IQLink patent non-exclusive license in a form acceptable to Buyer in its sole
      discretion as generally outlined in the Letter of Intent dated June 28, 2007
      between the Seller and Club Car, Inc. attached to this Agreement as
      Exhibit J.

     

    (G) Officer’s
      Certificate.
      Buyer
      shall furnish to Seller with such certificates of Buyer’s officers (including
      incumbency certificates) as Seller may reasonably request in order to evidence
      compliance with the conditions set forth in this Section 7.1.

     

    7.2 Conditions
      to Buyer’s Obligations to Close.
      The
      obligations of Buyer to consummate the transactions provided for hereby are
      subject to the satisfaction, before or on the Closing Date, of each of the
      conditions set forth below in this Section
      7.2,
      any of
      which may be waived by Buyer.

     

    (A) Representations,
      Warranties and Covenants.
      (i) All
      representations and warranties of Seller contained in this Agreement, except
      for
      those representations and warranties the Breach of which could not (individually
      or in the aggregate) reasonably be expected to have a Condition-Related Material
      Adverse Affect, shall be true and correct at and as of the Agreement Date and
      at
      and as of the Closing Date, except to the extent such representations and
      warranties expressly relate solely to an earlier date, and (ii) Seller shall
      have performed and satisfied all agreements and covenants, except for those
      covenants and agreements the breach of which (individually or in the aggregate)
      could not reasonably be expected to have a Condition-Related Material Adverse
      Affect, required hereby to be performed by it before or on the Closing
      Date.

     

    (B) No
      Actions or Court Orders.
      No
      Action by any Governmental Body or other Person shall have been instituted
      or
      threatened which questions the validity or legality of the transactions
      contemplated hereby and which could reasonably be expected to damage Buyer,
      the
      Purchased Assets or the Business materially if the transactions contemplated
      hereby are consummated, and which could (individually or in the aggregate)
      have
      a Condition-Related Material Adverse Effect. There shall not be any Regulation
      or Court Order that makes the purchase and sale of the Business or the Purchased
      Assets contemplated hereby illegal or otherwise prohibited.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (C) Authorization.
      Buyer
      shall have received from Seller a copy of resolutions adopted by the Board
      of
      Directors of Seller approving this Agreement and the Ancillary Agreements to
      which Seller is a party and the transactions contemplated hereby or thereby
      and
      Seller shall have obtained from its stockholders the approval of the
      transactions contemplated by this Agreement, which approval shall be by the
      vote
      in favor of such transactions by shares representing at least a majority of
      the
      shares eligible to vote.

     

    (D) Ancillary
      Agreements.
      Seller
      shall have executed and delivered the Ancillary Agreements to which it is a
      party.

     

    (E) Consents.
      All
      Permits, consents, approvals and waivers from Governmental Bodies and other
      Persons set forth on Schedule
      7.2(e)
      shall
      have been obtained, except to the extent that the failure to obtain such
      Permits, consents, approvals and waivers could not reasonably be expected to
      materially damage Buyer after the Closing. 

     

    (F) No
      Material Adverse Change.
      There
      shall have been no Condition-Related Material Adverse Change relating to
      Seller.

     

    (G) Employees.
      Each of
      the employees listed on Exhibit E-2 shall have agreed to accept employment
      with
      Buyer pursuant to an agreement substantially in the form of the Employment
      Agreement attached hereto as Exhibit E-1, it being understood that the terms
      may
      vary based on the individual.

     

    (H) Non-Competition
      Agreements.
      The
      Non-Competition Agreements between Buyer and each of Seller, Flatrock Capital
      Corporation, Howard Auman and Leslie Moor, dated as of the Closing Date, in
      the
      form attached hereto as Exhibit F, shall not have terminated and shall be in
      full force and effect. 

     

    (I) Officer’s
      Certificate.
      Seller
      shall furnish Buyer with such certificates of Seller’s officers (including
      incumbency certificates) as Buyer may reasonably request in order to evidence
      compliance with the conditions set forth in this Section
      7.2.

     

    (J) Tax
      Clearance.
      Seller
      shall have provided notice to any state taxing authority requiring such notice
      of the transactions contemplated by this Agreement and shall have used
      reasonable efforts to obtain any clearance certificate or similar document(s),
      if any, that may be required by such state taxing authority in order to relieve
      Buyer of any obligation to withhold any portion of the
      Consideration.

     

    (K) Non-Foreign
      Status.
      Seller
      shall have furnished Buyer with an affidavit, stating, under penalty of perjury,
      the transferor’s United States taxpayer identification number and that the
      transferor is not a foreign person, pursuant to Section 1445(b)(2) of the
      Code.

     

    (L) Closing
      Deliverables.
      Seller
      shall have delivered, or caused to be delivered, to Buyer those items set forth
      in Section
      3.2(A)
      hereof.

     

    (M) ClubCar
      Agreement.
      The
      agreement with ClubCar shall have been modified under terms agreeable to Buyer,
      or new agreements created under terms agreeable with Buyer, provided that this
      condition shall be satisfied if the payment received for development is at
      least
      $750,000 plus a royalty of at least $10 per vehicle for not less than
      60,000 vehicles.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VIII.

     

    INDEMNIFICATION

     

    8.1 Survival
      of Representations, Etc.
      All of
      the representations and warranties contained in this Agreement shall survive
      the
      Closing and shall continue in full force and effect for a period of twenty-five
      months after the Closing Date. The right to indemnification, payment of Losses
      or other remedy based on such representations, warranties, covenants and
      obligations will not be affected by any investigation conducted with respect
      to,
      or any knowledge of the party entitled to such right to indemnification acquired
      (or capable of being acquired) at any time, whether before or after the Closing
      Date, with respect to the accuracy or inaccuracy of or compliance with, any
      such
      representation, warranty, covenant or obligation. 

     

    8.2 Indemnification.
      

     

    (A) By
      Seller.
      Subject
      to Section
      8.3,
      Seller
      hereby agrees (without duplication) to indemnify, protect, defend (at Buyer’s
      request), release and hold Buyer and its directors, officers, managers, members,
      employees, agents, successors, Affiliates and assigns (collectively, the
“Buyer
      Indemnified Parties”)
      harmless from and against any and all Losses caused by:

     

    (1) any
      Breach or material inaccuracy of any representation or warranty of Seller set
      forth in this Agreement (as may be modified by the Disclosure Letter and any
      supplements to the Disclosure Letter delivered prior to Closing) or contained
      in
      any certificate delivered by or on behalf of Seller pursuant to this Agreement;
      

     

    (2) any
      Breach of any covenant made by Seller in or pursuant to this
      Agreement;

     

    (3) any
      Excluded Liability;

     

    (4) any
      Liability imposed upon Buyer by reason of Buyer’s status as transferee of the
      Business or the Purchased Assets other than any Assumed Liability;

     

    (5) any
      Liability (A) imposed upon Buyer by reason of Buyer’s decision not to hire any
      of Seller’s employees, other than any Liability arising out of Buyer’s violation
      of any federal or state employment discrimination Law in its hiring practices
      with respect to Seller’s employees, or (B) under the WARN Act which may result
      from any termination of any employees of Seller in connection with the
      transactions contemplated by this Agreement; 

     

    (6) any
      Liability arising under or with respect to any and all Employee Plans, and
      any
      Liability with respect to any of Seller’s employees, former employees or service
      providers relating to acts or omissions which occurred on or prior to the
      Closing Date; or

     

    (7) any
      claim
      by any Person for brokerage or finder’s fees or commissions or similar payments
      based on any agreement or understanding alleged to have been made by such Person
      with Seller or any shareholder thereof (or any Person acting (or purportedly
      acting) on behalf of any such Person) in connection with the transactions
      contemplated by this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (B) By
      Buyer.
      Subject
      to Section
      8.3,
      Buyer
      hereby agrees (without duplication) to indemnify, protect, defend (at Seller’s
      request), release and hold Seller and its directors, officers, employees,
      agents, successors, Affiliates and assigns (collectively, the “Seller
      Indemnified Parties”)
      harmless from and against any and all Losses caused by:

     

    (1) any
      Breach or material inaccuracy of any representation or warranty of Buyer set
      forth in this Agreement (as may be modified by the Disclosure Letter and any
      supplements to the Disclosure Letter delivered prior to Closing) or contained
      in
      any certificate delivered by or on behalf of Buyer pursuant to this Agreement;
      

     

    (2) any
      Breach of any covenant or other agreement made by Buyer in or pursuant to this
      Agreement;

     

    (3) after
      the
      Closing, any Assumed Liability; or

     

    (4) any
      Liability with respect to the Rehired Employees, including, without limitation,
      any Liability arising out of or related to termination of their employment
      and
      any claim for unfair labor practices, but only to the extent such Liability
      arises from actions taken by Buyer after the Closing Date.

     

    (C) The
      term
“Losses” as used in this Section
      8.2
      is not
      limited to matters asserted by third parties against any indemnified party,
      but
      includes Losses incurred or sustained by an indemnified party in the absence
      of
      third party claims.

     

    8.3 Indemnification
      Procedures.
      

     

    (A) In
      the
      event that any Legal Proceeding shall be instituted or any claim or demand
      shall
      be asserted (individually and collectively, a “Claim”)
      by any
      Person in respect of which payment may be sought under this Article
      VIII
      (regardless of the provisions of Section
      8.3),
      the
      indemnified party shall reasonably and promptly cause written notice (a
“Claim
      Notice”)
      of the
      assertion of any Claim of which it has knowledge which is covered by this
      indemnity to be delivered to the indemnifying party; provided,
      however,
      that
      the failure of the indemnified party to give the Claim Notice shall not release,
      waive or otherwise affect the indemnifying party’s obligations with respect
      thereto, except to the extent that the indemnifying party can demonstrate actual
      loss and material prejudice as a result of such failure. If the indemnifying
      party shall notify the indemnified party in writing within ten (10) Business
      Days (or sooner, if the nature of the Claim so requires) that the indemnifying
      party elects to assume the defense of such lawsuit or action, then the
      indemnifying party shall be entitled, if it so elects, at its own cost, risk
      and
      expense, (i) to take control of the defense and investigation of such lawsuit
      or
      action, (ii) to employ and engage attorneys of its own choice, but, in any
      event, reasonably acceptable to the indemnified party, to handle and defend
      the
      same unless the named parties to such action or proceeding (including any
      impleaded parties) include both the indemnifying party and the indemnified
      party
      and the indemnified party has been advised in writing by counsel that there
      may
      be one or more material legal defenses available to such indemnified party
      that
      are different from or additional to those available to the indemnifying party,
      in which event the indemnified party shall be entitled, at the indemnifying
      party’s cost, risk and expense, to a single firm of separate counsel (plus any
      necessary local counsel), all at reasonable cost, of its own choosing,
      reasonably acceptable to the indemnifying party and (iii) to compromise or
      settle such lawsuit or action, which compromise or settlement shall be made
      only
      with the prior written consent of the indemnified party, such consent not to
      be
      unreasonably withheld or delayed.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (B) If
      the
      indemnifying party elects not to defend against, negotiate, settle or otherwise
      deal with any Claim which relates to any Losses indemnified against hereunder,
      fails to notify the indemnified party of its election as provided in this
Section
      8.3
      or
      contests its obligation to indemnify the indemnified party for such Losses
      under
      this Agreement, the indemnified party may defend against, negotiate, settle
      or
      otherwise deal with such Claim. If the indemnified party defends any Claim,
      then
      the indemnifying party shall reimburse the indemnified party for the Losses
      incurred in defending such Claim upon submission of periodic bills. If the
      indemnifying party shall assume the defense of any Claim, the indemnified party
      may participate, at its own expense, in the defense of such Claim; provided,
      however,
      that
      such indemnified party shall be entitled to participate in any such defense
      with
      separate counsel at the expense of the indemnifying party if (i) so requested
      by
      the indemnifying party to participate or (ii) in the reasonable opinion of
      counsel to the indemnified party, a material conflict or potential material
      conflict exists between the indemnified party and the indemnifying party that
      would make such separate representation required; and provided,
      further,
      that
      the indemnifying party shall not be required to pay for more than one such
      counsel for all indemnified parties in connection with any Claim. If the
      indemnifying party shall assume the defense of any Claim, the indemnifying
      party
      shall obtain the prior written consent of the indemnified party before entering
      into any settlement of such Claim or ceasing to defend such Claim if, pursuant
      to or as a result of such settlement or cessation, injunctive or other equitable
      relief shall be imposed against the indemnified party or if such settlement
      or
      cessation does not expressly and unconditionally release the indemnified party
      from all Liabilities or obligations with respect to such Claim, with prejudice.
      The parties hereto agree to cooperate fully with each other in connection with
      the defense, negotiation or settlement of any Claim.

     

    8.4 Escrow.
      

     

    (A) The
      obligations of Seller pursuant to Section 8.2
      (the
“Seller’s
      Indemnification”)
      shall
      be secured by deposit of the GPS Shares with a third party reasonably acceptable
      to Seller (“Escrow
      Agent”)
      for a
      period of twenty-five months from the Closing Date, it being understood that
      such deposit shall constitute a grant of a first priority security interest
      in
      the GPS Shares in favor of Buyer to secure the Seller’s Indemnification and that
      the Escrow Agent is acting as the agent of Buyer solely for purposes of
      perfecting such security interest. Such security interest shall automatically
      terminate with respect to any GPS Shares released from escrow upon the release
      of those Shares and Buyer shall promptly execute all such documents reasonably
      requested by Seller in order to evidence such termination. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (B) In
      the
      event that the amount of a Loss under Section
      8.2
      has been
      finally determined (the “Offset
      Amount”),
      Buyer
      shall have the right to request the Escrow Agent to deliver to Buyer such
      portion of the GPS Shares, valued for this purpose at $0.12 per share, as
      necessary to cover such Offset Amount, it being agreed that such remedy is
      reasonable under the applicable provisions of the Uniform Commercial Code.
      Buyer
      shall simultaneously send written notice of the release request to the Escrow
      Agent and to Seller. Seller shall have 15 Business Days in which to send to
      the
      Escrow Agent its written objection to the release of the applicable GPS Shares.
      If Seller sends such written objection to the Escrow Agent within 15 Business
      Days, the Escrow Agent shall not release the applicable GPS Shares to Buyer
      unless and until the Escrow Agent receives (a) a written notice executed by
      Seller and by Buyer authorizing the release of the GPS Shares to Buyer, or
      (b) a
      court order. In the absence of a timely objection, the Escrow Agent shall
      deliver the applicable Shares to Buyer. 

     

    (C) In
      determining the number of Target Shares subject to the Repurchase Right, the
      percentage shall apply to and be based on the number of GPS Shares remaining
      after any disposition pursuant to this Section. 

     

    (D) Notwithstanding
      anything herein to the contrary, for purposes of determining the number of
      GPS
      Shares necessary to cover the Offset Amount, the number of Shares shall be
      equal
      to the Offset Amount divided by $.12. 

     

    8.5 Release
      from Escrow.
      

     

    (A) If
      Buyer
      does not exercise its Repurchase Right with respect to the First Tranche, then,
      on the First Anniversary Date, the Target Shares subject to such Tranche (but
      only such Tranche) shall be released from escrow to the extent such Shares
      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”).
      

     

    (B) If
      Buyer
      elects to exercise its Repurchase Right with respect to the First Tranche,
      Seller shall have the right to receive the proceeds from such exercise and
      the
      proceeds from Seller’s Right of Increase (but only as to the First Tranche) to
      the extent such proceeds are not necessary to cover the Offset Amount or any
      Pending Claim Amount. 

     

    (C) All
      of
      the GPS Shares (or proceeds, if Buyer has exercised its Right of Repurchase
      of
      the Second Tranche) remaining in escrow shall be released from escrow upon
      the
      Second Anniversary Date, except as may be necessary to satisfy any Pending
      Claim
      Amount or cover any Offset Amount.

     

    (D) If
      within
      30 days after the First Anniversary Date or the Second Anniversary Date, as
      applicable, Seller delivers a written notice to Buyer of the Seller’s
      disagreement with Buyer’s determination of the amount necessary to satisfy any
      unresolved or unsatisfied Claims, Buyer and Seller shall cooperate in good
      faith
      in resolving the disagreement, and if such disagreement is not resolved in
      a
      reasonably prompt manner, agree to seek mutually agreeable third-party dispute
      resolution. 

     

    8.6 The
      terms
      of the escrow shall be set forth in an Escrow Agreement (the “Escrow
      Agreement”)
      substantially in the form of Exhibit I.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    8.7 Limitations
      on Indemnifications.
      An
      indemnifying party shall not have any liability under Sections 8.1 or 8.2 for
      any Claims unless the aggregate amount of Losses to the indemnified parties
      finally determine to arise thereunder exceeds $125,000 (the “Indemnified
      Amount”), in which event the indemnifying party shall be required to pay the
      full amount of such Losses in excess of the Threshold Amount; provided, however,
      that the maximum liability of any party hereunder shall be limited to the
      consideration received by such party under this Agreement.

     

    ARTICLE
      IX.

     

    MISCELLANEOUS

     

    9.1 Publicity.
      No
      party to this Agreement shall issue any press release or make any public
      announcement regarding the transactions contemplated by this Agreement without
      the prior written approval of the other party.

     

    9.2 Confidential
      Information.
      The
      parties acknowledge that the transaction described in this Agreement is of
      a
      confidential nature and shall not be disclosed except to Representatives and
      Affiliates, or as required by Law, until such time as the parties make a public
      announcement regarding the transaction as provided in Section
      9.1.
      No
      party shall make any public disclosure of the specific terms of this Agreement,
      except as required by Law. In connection with the negotiation of this Agreement
      and preparation for the consummation of the transactions contemplated hereby,
      each party acknowledges that it will have access to confidential information
      relating to the other party. Such confidential information shall be subject
      to
      the Confidentiality Agreement and kept confidential. Notwithstanding anything
      to
      the contrary set forth herein or in any other written or oral understanding
      or
      agreement to which the parties hereto are parties or by which they are bound,
      the parties hereto acknowledge and agree that any obligations of confidentiality
      contained herein and therein shall not apply to the tax treatment and tax
      structure of the transactions contemplated hereby upon the earlier to occur
      of
      (i) the date of the public announcement of discussions relating to the
      transactions contemplated hereby, (ii) the date of the public announcement
      of
      the transactions contemplated hereby, or (iii) the Agreement Date, all within
      the meaning of Treasury Regulations Section 1.6011-4; provided, however, that
      each party hereto recognizes that the privilege each has to maintain, in its
      sole discretion, the confidentiality of a communication relating to the
      transactions contemplated hereby, including a confidential communication with
      its, his or her attorney or a confidential communication with a federally
      authorized tax practitioner under Section 7525 of the Code, is not intended
      to
      be affected by the foregoing.

     

    9.3 Termination
      Events.

     

    (A) This
      Agreement may be terminated at any time prior to the Closing: 

     

    (1) by
      the
      mutual written agreement of Buyer and Seller;

     

    (2) by
      Buyer
      or Seller (as long as Closing conditions have not then been satisfied in favor
      of the party electing to terminate): 

     

    (a) on
      or
      after October 31, 2007 if the Closing shall not have occurred by the close
      of
      business on such date, provided
      that
      such date may, from time to time, be extended by either party (with written
      notice to the other party) up to and including November 15, 2007, in the event
      that the conditions set forth in Section
      7.1(B),(F)
      or
Section
      7.2(A),
      (B),
      (C),
      (E)
      or
(G)
      have not
      been fully satisfied, or if Buyer has not obtained the cash to pay the
      $1,200,000 cash portion of the Purchase Price, (such date, as it may be
      extended, the “Outside
      Date”);
      and
      provided further,
      that
      the terminating or extending party may not be in default of any of its
      obligations hereunder and may not have caused the failure of the transactions
      contemplated by this Agreement to have occurred on or before such date;
      or


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) if
      there
      shall be in effect a final nonappealable Order of a Governmental Body of
      competent jurisdiction restraining, enjoining or otherwise prohibiting the
      consummation of the transactions contemplated hereby; it being agreed that
      the
      parties hereto shall promptly appeal any adverse determination which is
      appealable (and pursue such appeal with reasonable diligence);

     

    (3) by
      Buyer
      if there is a Breach of any representation or warranty set forth in Article
      IV
      (as
      modified by the Disclosure Letter and any supplements thereto delivered prior
      to
      Closing) not accepted by other party or any covenant or agreement to be complied
      with or performed by Seller pursuant to the terms of this Agreement and which
      Breach (individually or in the aggregate) could reasonably be expected to have
      a
      Condition-Related Material Adverse Effect or the failure of a condition set
      forth in Section
      7.2
      to be
      satisfied (and such condition is not waived in writing by Buyer) on or prior
      to
      the Closing Date, or the occurrence of any event which results or would result
      in the failure of a condition set forth in Section
      7.2
      to be
      satisfied on or prior to the Closing Date, provided
      that
      Buyer may not terminate this Agreement prior to the Closing if Seller has not
      had an adequate opportunity to cure such failure;

     

    (4) by
      Seller
      if there is a Breach of any representation or warranty set forth in Article
      V
      (as
      modified by the Disclosure Letter and any supplements thereto delivered prior
      to
      Closing) not accepted by the other party or of any covenant or agreement to
      be
      complied with or performed by Buyer pursuant to the terms of this Agreement
      and
      which breach (individually or in the aggregate) could reasonably be expected
      to
      have a Condition-Related Material Adverse Effect or the failure of a condition
      set forth in Section
      7.1
      to be
      satisfied (and such condition is not waived in writing by Seller) on or prior
      to
      the Closing Date, or the occurrence of any event which results or would result
      in the failure of a condition set forth in Section
      7.1
      to be
      satisfied on or prior to the Closing Date; provided
      that
      Seller may not terminate this Agreement prior to the Closing Date if Buyer
      has
      not had an adequate opportunity to cure such failure.

     

    (B) Upon
      the
      occurrence of any valid termination event set forth in this Section
      9.3,
      Buyer
      and/or Seller, as applicable, shall deliver written notice to the
      non-terminating party. Upon delivery of such notice, this Agreement shall
      terminate and the transfer of the Purchased Assets contemplated hereby shall
      be
      deemed to have been abandoned without further action by Buyer or Seller. Upon
      such termination, Buyer shall deliver or destroy all confidential information
      regarding Seller in accordance with the Confidentiality Agreement, Seller shall
      deliver or destroy all confidential information related to Buyer to which Seller
      had access in connection with the negotiation of this Agreement and the
      consummation of the transactions contemplated hereby.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (C) In
      the
      event that this Agreement is validly terminated as provided in this Section
      9.3,
      then
      each of the parties shall be relieved of their respective duties and obligations
      arising under this Agreement after the date of such termination and such
      termination shall be without Liability to Buyer or Seller; provided,
      however,
      that
      nothing in this Section
      9.3
      shall
      relieve Buyer or Seller of any Liability for any willful Breach of this
      Agreement occurring prior to the proper termination of this
      Agreement.

     

    9.4 Expenses.
      Seller,
      on one hand, and Buyer, on the other hand, shall each bear its own expenses,
      including attorneys’, accountants’ and other professionals’ fees, incurred in
      connection with the negotiation and execution of this Agreement and each other
      agreement, document and instrument contemplated by this Agreement and the
      consummation of the transactions contemplated hereby and thereby.

     

    9.5 Specific
      Performance.
      Seller
      and Buyer acknowledge and agree that the Breach of this Agreement by a party
      would cause irreparable damage to the other and that the non-breaching party
      may
      not have an adequate remedy at law. Therefore, the obligations of Seller and
      Buyer under this Agreement, including, without limitation, Seller’s obligation
      to transfer the Purchased Assets to Buyer and Buyer’s obligation to purchase the
      Purchased Assets from Seller, shall be enforceable by a decree of specific
      performance issued by any court of competent jurisdiction, and appropriate
      injunctive relief may be applied for and granted in connection therewith. Such
      remedies shall, however, be cumulative and not exclusive and shall be in
      addition to any other remedies which any party may have under this Agreement
      or
      otherwise.

     

    9.6 Waiver
      of Jury Trial.
      Each
      party hereto hereby expressly waives any right to trial by jury of any claim,
      demand, action or cause of action arising under or in connection with this
      Agreement or the transactions contemplated hereby.

     

    9.7 Entire
      Agreement; Amendments and Waivers.
      This
      Agreement, including the schedules and exhibits hereto and together with the
      Confidentiality Agreement and the Ancillary Agreements, represents the entire
      understanding and agreement between the parties hereto with respect to the
      subject matter hereof and can be amended, supplemented or changed, and any
      provision hereof can be waived, only by written instrument making specific
      reference to this Agreement signed by the party against whom enforcement of
      any
      such amendment, supplement, modification or waiver is sought. No action taken
      pursuant to this Agreement, including, without limitation, any investigation
      by
      or on behalf of any party, shall be deemed to constitute a waiver by the party
      taking such action of compliance with, nor shall it diminish or obviate in
      any
      way, any representation, warranty, covenant or agreement contained herein or
      in
      any Ancillary Agreement. The waiver by any party hereto of a Breach of any
      provision of this Agreement shall not operate or be construed as a further
      or
      continuing waiver of such Breach or as a waiver of any other or subsequent
      Breach. No failure on the part of any party to exercise, and no delay in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of such right, power or remedy
      by such party preclude any other or further exercise thereof or the exercise
      of
      any other right, power or remedy. All remedies hereunder are cumulative and
      are
      not exclusive of any other remedies provided by law. No supplement, modification
      or waiver of this Agreement shall be binding unless executed in writing by
      the
      party to be bound thereby.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9.8 Governing
      Law.
      This
      Agreement shall be construed, interpreted and the rights of the parties
      determined in accordance with the laws of the State of Texas, without reference
      to principles of conflicts of laws.

     

    9.9 Headings.
      The
      titles, captions or headings of the Articles and Sections herein are for
      convenience of reference only and are not intended to be a part of or to affect
      or restrict the meaning or interpretation of this Agreement. 

     

    9.10 Notices.
      All
      notices, requests, approvals, consents, demands, claims and other communications
      required or permitted to be given under this Agreement shall be in writing
      and
      shall be served personally, or sent by a national overnight delivery or courier
      company, or by U.S. registered or certified mail, postage prepaid, return
      receipt requested, and addressed as follows:

     

    
      	
              If
                to Buyer, to:

            	 
	 	
              GPS
                Industries, Inc.

              5500
                152nd Street, Suite 214

              Surrey,
                B.C. V3S 5J9 CANADA

              Attention:
                Joseph J. Miller,

              Chief
                Financial Officer

              Tel:
                604 576 7442

              Fax:
                604 535-1906

            
	
              with
                a copy to:

            	 
	 	
              Troy
                & Gould

              1801
                Century Park East, Suite 1600

              Los
                Angeles, California 90067

              Attention:
                David Ficksman

              Tel:
                310 789 1290

              Fax:
                310 789 1490

            
	
              If
                to Seller, to:

            	 
	 	
              Uplink
                Corporation

              Building
                IV, Suite 20

              6500
                River Place Boulevard

              Austin,
                Texas 78330

              Attention:
                Glenn A Pierce, Jr., Chief Executive Officer

              Tel:
                512 637 4800

              Fax:
                512 637 4801

            
	
              with
                a copy to:

            	 
	 	
              Graves
                Dougherty Hearon & Moody

              401
                Congress Ave., Suite 2200

              Austin,
                Texas 78701

              Attention:
                Diana Borden

              Tel.:
                512 480 5678

              Fax:
                512 480 5878

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Any
      such
      notices shall be deemed delivered upon delivery or refusal to accept delivery
      as
      indicated in writing by the Person attempting to make personal service, on
      the
      U.S. Postal Service return receipt, or by similar written advice from the
      overnight delivery company; provided,
      however,
      that if
      any such notice shall also be sent by electronic transmission device, such
      as
      telex, telecopy, fax machine or computer to a fax number set forth above, such
      notice shall be deemed given at the time and on the date of machine transmittal
      (except if sent after 5:00 p.m. recipient’s time, in which case the notice shall
      be deemed given at 9:00 a.m. on the next Business Day) if the sending party
      receives a written send verification on its machine and sends a duplicate notice
      on the same day or the next Business Day by personal service, registered or
      certified U.S. mail, or overnight delivery in the manner described above. Each
      party hereto shall make an ordinary, good faith effort to ensure that it will
      accept or receive notices that are given in accordance with this Section
      9.10,
      and
      that any Person to be given notice actually receives such notice. Any party
      to
      whom notices are to be sent pursuant to this Agreement may from time to time
      change its address and/or facsimile number for future communication hereunder
      by
      giving notice in the manner prescribed herein to all other parties hereto,
      provided that the address and/or facsimile number change shall not be effective
      until five (5) Business Days after the notice of change has been
      given.

     

    9.11 Severability.
      In the
      event that any one or more of the provisions contained in this Agreement or
      in
      any other instrument referred to herein, shall, for any reason, be held to
      be
      invalid, illegal or unenforceable in any respect, then to the maximum extent
      permitted by law, such invalidity, illegality or unenforceability shall not
      affect any other provision of this Agreement or any other such
      instrument.

     

    9.12 Binding
      Effect; Third Party Beneficiaries; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns. Nothing in this Agreement
      shall create or be deemed to create any rights as third party beneficiaries
      to
      this Agreement in any Person not a party to this Agreement, except as provided
      below; provided,
      however,
      that
      any Person that is not a party to this Agreement but, by the terms of
Section
      8.2,
      is
      entitled to indemnification, shall be considered a third party beneficiary
      of
      this Agreement, with full rights of enforcement as though such Person was a
      signatory to this Agreement. No assignment of this Agreement or of any rights
      or
      obligations hereunder may be made by either Seller or Buyer (by operation of
      law
      or otherwise) without the prior written consent of the other party hereto and
      any attempted assignment without the required consent shall be void;
provided,
      however,
      that
      Buyer may assign this Agreement and any or all rights or obligations hereunder
      (including, without limitation, Buyer’s rights to acquire the Purchased Assets
      and Buyer’s rights to seek indemnification in accordance with Article
      VIII)
      to any
      wholly owned subsidiary of Buyer. Upon any such permitted assignment, unless
      the
      context otherwise requires, the references in this Agreement to Buyer shall
      also
      apply to any such assignee; provided,
      however,
      that
      Buyer shall nevertheless remain primarily liable for its obligations under
      this
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9.13 Attorneys’
      Fees and Costs.
      In the
      event of any action at law or in equity between the parties hereto to enforce
      any of the provisions hereof, the unsuccessful party to such litigation shall
      pay to the successful party all costs and expenses, including reasonable
      attorneys’ fees, incurred therein by such successful party; and if such
      successful party shall recover judgment in any such action or proceeding, such
      costs, expenses and reasonable attorneys’ fees may be included in and as part of
      such judgment. The successful party shall be the party who is entitled to
      recover its costs of suit, whether or not the suit proceeds to final judgment.
      A
      party not entitled to recover its costs shall not recover attorneys’
fees.

     

    9.14 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    9.15 Legends.
      Seller
      understands that the stock certificates representing the Common Stock shall
      bear
      any legend as required by the “blue sky” laws of any state and a restrictive
      legend in substantially the following form (and a stop-transfer order may be
      placed against transfer of such stock certificates):

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
      THE
      ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY
      ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
      SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

     

    9.16 Representation
      by Counsel.
      Each party hereto represents and agrees with each other that it has been
      represented by or had the opportunity to be represented by independent counsel
      of its own choosing, and that it has had the full right and opportunity to
      consult with its respective attorney(s) to the extent, if any, that it desired,
      it availed itself of this right and opportunity, that it or its authorized
      officers (as the case may be) have carefully read and fully understand this
      Agreement in its entirety and have had it fully explained to them by such
      party’s respective counsel, that each is fully aware of the contents thereof and
      its meaning, intent and legal effect, and that it or its authorized officer
      (as
      the case may be) is competent to execute this Agreement and has executed this
      Agreement free from coercion, duress or undue
      influence.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9.17 Schedules.
      In the
      event of any inconsistency between the statements in the body of this Agreement
      and those in the Disclosure Schedules as such Schedules may be updated or
      modified in accordance with the provisions of this Agreement (other than an
      exception expressly set forth as such in the Disclosure Schedule with respect
      to
      a specifically identified representation or warranty), the statements in the
      body of this Agreement will control.

     

    9.18 No
      Interpretation Against Drafter.
      This
      Agreement is the product of negotiations between the parties hereto represented
      by counsel and any rules of construction relating to interpretation against
      the
      drafter of an agreement shall not apply to this Agreement and are expressly
      waived.

     

    (SIGNATURE
      PAGE FOLLOWS)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or
      has
      caused this Agreement to be duly executed on its respective behalf by its
      respective officer(s) thereunto duly authorized, as of the day and year first
      above written.

    
      

        
          	 	
                  “Buyer”

                
	 	 
	 	
                  GPS
                    INDUSTRIES, INC.,

                
	 	
                  a
                    Nevada corporation

                
	 	 
	 	
                  By:

                	
                  /s/
                    Robert C. Silzer, Sr.

                
	 	 	
                  Name:

                	
                  Robert
                    C. Silzer, Sr.

                
	 	 	
                  Title:

                	
                  Chief
                    Executive Officer

                
	 	 
	 	
                  “Seller”

                
	 	 
	 	
                  UPLINK
                    CORPORATION, 

                
	 	
                  a
                    Texas corporation

                
	 	 
	 	 By:	 /s/
                  Glenn A. Pierce, Jr.
	 	 	
                  Name:

                	
                  Glenn
                    A. Pierce, Jr.

                
	 	 	
                  Title:

                	
                  Chief
                    Executive Officer