REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT
      (this
“Agreement”)
      is
      entered into as of the 18th
      day of
      January 2008, by and between GPS Industries, Inc., a Nevada corporation (the
      “Company”),
      and
      Uplink Corporation, a Texas corporation (“Uplink,”
      together with the Company, the “Parties”).

     

    WHEREAS,
      the
      Company is acquiring from Uplink all of the assets relating to its business
      of
      manufacturing, selling, leasing and servicing of devices for use on golf courses
      employing global positioning systems;

     

    WHEREAS,
      the
      Parties have entered into an Asset Purchase Agreement, dated as of
      August 31, 2007, as amended (the “Asset
      Purchase Agreement”),
      pursuant to which the Company is concurrently issuing to Uplink 142,083,334
      shares of its common stock (the “Shares”),
      of
      which a maximum of 59,675,000 Shares are subject to the Company’s right to
      repurchase, in accordance with the terms and conditions set forth in the Asset
      Purchase Agreement (defined terms not defined herein shall have the meanings
      ascribed to them in the Asset Purchase Agreement);

     

    WHEREAS,
      Uplink
      and the Company desire to enter into this Agreement to provide Uplink with
      certain rights relating to the registration of the Company’s securities held by
      Uplink and/or the Distributees;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements set forth herein, and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Parties hereto agree as follows:

     

    1. DEFINITIONS. The
      following capitalized terms used herein have the following
      meanings:

     

    “Agreement”
means
      this Agreement, as amended, restated, supplemented, or otherwise modified from
      time to time.

     

    “Asset
      Purchase Agreement”
means
      the Asset Purchase Agreement dated as of August 31, 2007, as amended, by and
      between the Company and Uplink.

     

    “Commission”
means
      the Securities and Exchange Commission, or any other federal agency then
      administering the Securities Act or the Exchange Act.

     

    “Common
      Stock”
means
      the common stock of the Company.

     

    “Company”
is
      defined in the preamble to this Agreement.

     

    “Distributees”
is
      defined in Section 6.1.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder, all as the same shall be in effect
      at
      the time.

     

    “Indemnified
      Party”
is
      defined in Section 4.3.

     

    “Indemnifying
      Party”
is
      defined in Section 4.3.

     

    “Notices”
is
      defined in Section 6.2.

     

    “Piggyback
      Registration”
is
      defined in Section 2.1.

     

    “Register,”
      “Registered”
and
      “Registration”
mean
      a
      registration affected by preparing and filing a registration statement or
      similar document in compliance with the requirements of the Securities Act,
      and
      the applicable rules and regulations promulgated thereunder, and such
      registration statement becoming effective.

     

    “Registrable
      Securities”
mean
      the Shares and any shares of the Company’s Common Stock issuable pursuant to the
      exercise of the Warrants which may be issued pursuant to Section 2.4.1(d) of
      the
      Asset Purchase Agreement, including any shares of Common Stock issued as a
      dividend or other distribution with respect to or in exchange for or in
      replacement of such securities. As to any particular Registrable Securities,
      such securities shall cease to be Registrable Securities when: (a) a
      Registration Statement with respect to the sale of such securities shall have
      become effective under the Securities Act and such securities shall have been
      sold, transferred, disposed of or exchanged in accordance with such Registration
      Statement; (b) such securities shall have been otherwise transferred, new
      certificates for them not bearing a legend restricting further transfer shall
      have been delivered by the Company and subsequent public distribution of them
      shall not require registration under the Securities Act; (c) such securities
      may
      be sold under Rule 144 without regard to any volume limitations; or (d) such
      securities shall have ceased to be outstanding.

     

    “Registration
      Statement”
means
      a
      registration statement filed by the Company with the Commission in compliance
      with the Securities Act and the rules and regulations promulgated thereunder
      for
      a public offering and sale of Common Stock (other than a registration statement
      on Form S-8, or its successors, or such other form which does not include
      substantially the same information as would be required in a form for the
      general registration of securities or would not be available for the Registrable
      Securities).

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission promulgated thereunder, all as the same shall be in effect at the
      time.

     

    “Shares”
mean
      142,083,334 shares of Common Stock (subject to adjustment for stock splits,
      recapitalization, etc.), of which up to 42% are subject to repurchase by the
      Company under Section 2.4.1 of the Asset Purchase Agreement, in accordance
      with
      the terms and conditions set forth therein. 

     

    
      
         

      

      
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    “Underwriter”
means
      a
      securities dealer who purchases any Registrable Securities as principal in
      an
      underwritten offering and not as part of such dealer’s market-making
      activities.

     

    2. REGISTRATION
      RIGHTS

     

    2.1. PIGGYBACK
      RIGHTS.
      If, at
      any time on or after the date hereof, the Company proposes to file a
      Registration Statement under the Securities Act with respect to an offering
      of
      equity securities, or securities or other obligations exercisable or
      exchangeable for, or convertible into, equity securities, by the Company for
      its
      own account or for shareholders of the Company for their account (or by the
      Company and by shareholders of the Company), then the Company shall
      (x) give written notice of such proposed filing to the holders of
      Registrable Securities as soon as practicable but in no event less than
      ten (10) days before the anticipated filing date, which notice shall
      describe the amount and type of securities to be included in such offering,
      the
      intended method(s) of distribution, and the name of the proposed managing
      Underwriter or Underwriters, if any, of the offering, and (y) offer to
      Uplink in such notice the opportunity to register the sale of such number of
      shares of Registrable Securities as Uplink may request in writing within
      ten (10) days following receipt of such notice (a “Piggy-Back
      Registration”).
      The
      Company shall cause such Registrable Securities to be included in such
      registration, to the extent the
      Company may do so, on
      the
      same terms and conditions as any similar securities of the Company,
      without
      violating the registration rights of others as in effect from time to
      time, subject
      to customary underwriter cutbacks applicable to all holders of registration
      rights (which cutbacks shall be pro
      rata
      according to the shares that the holders of Registration Rights wish to sell)
      and subject to obtaining any required consent of any selling stockholder(s)
      to
      such inclusion under such registration statement. 

     

    2.1.1. If
      Uplink
      proposes to distribute its securities through a Piggy-Back Registration that
      involves an Underwriter or Underwriters, then Uplink shall enter into an
      underwriting agreement in customary form for selling shareholders with the
      Underwriter or Underwriters selected for such Piggy-Back
      Registration.

     

    2.2. CUTBACK
      PURSUANT TO RULE 415.
      In the
      event a cutback is requested by the Commission in a written comment to the
      Company pursuant to Rule 415 of the Securities Act, the number of shares of
      Registrable Securities to be included in a registration statement shall, subject
      to contrary advice by the Underwriter, if any, be subject to a reduction in
      the
      following priority; (a) first to any securities being registered on behalf
      of
      the Company; (b) second, as to any securities which are being registered
      pursuant to any demand or mandatory registration rights; (c) next as to any
      securities which have priority with respect to registrations; and (d) then
      to
      the Registrable Securities. 

     

    3. REGISTRATION
      PROCEDURES

     

    3.1. FILINGS;
      INFORMATION.
      Whenever the Company is required to effect the registration of any Registrable
      Securities pursuant to Section 2
      of this
      Agreement, the Company shall use its best efforts to effect the registration
      and
      sale of such Registrable Securities in accordance with the intended method(s)
      of
      distribution thereof as expeditiously as practicable, and in connection with
      any
      such request:

     

    
      
         

      

      
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    3.1.1. COPIES.
      The
      Company shall, prior to filing a Registration Statement or prospectus, or any
      amendment or supplement thereto, furnish without charge to Uplink and its legal
      counsel, copies of such Registration Statement as proposed to be filed, each
      amendment and supplement to such Registration Statement (in each case including
      all exhibits thereto and documents incorporated by reference therein), the
      prospectus included in such Registration Statement (including each preliminary
      prospectus), and such other documents as Uplink or its legal counsel may request
      in order to facilitate the disposition of the Registrable Securities owned
      by
      it.

     

    3.1.2. AMENDMENTS
      AND SUPPLEMENTS.
      The
      Company shall prepare and file with the Commission as expeditiously as possible
      such amendments, including post-effective amendments, and supplements to such
      Registration Statement and the prospectus used in connection therewith as may
      be
      necessary to keep such Registration Statement effective and in compliance with
      the provisions of the Securities Act until all Registrable Securities and other
      securities covered by such Registration Statement have been disposed of in
      accordance with the intended method(s) of distribution set forth in such
      Registration Statement, such securities have been withdrawn, or such securities
      may be sold without volume restrictions pursuant to Rule 144(k) of the
      Securities Act.

     

    3.1.3. NOTIFICATION.
      After
      the filing of a Registration Statement, the Company shall promptly, and in
      no
      event more than two (2) business days after such filing, notify Uplink of
      such filing, and shall further notify Uplink promptly and confirm such advice
      in
      writing in all events within two (2) business days of the occurrence of any
      of the following: (i) when such Registration Statement becomes effective;
      (ii) when any post-effective amendment to such Registration Statement
      becomes effective; (iii) the issuance or threatened issuance by the
      Commission of any stop order (and the Company shall take all actions required
      to
      prevent the entry of such stop order or to remove it if entered); and
      (iv) any request by the Commission for any amendment or supplement to such
      Registration Statement or any prospectus relating thereto or for additional
      information or of the occurrence of an event requiring the preparation of a
      supplement or amendment to such prospectus so that, as thereafter delivered
      to
      the purchasers of the securities covered by such Registration Statement, such
      prospectus will not contain an untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, and promptly make available to Uplink any
      such supplement or amendment; except that before filing with the Commission
      a
      Registration Statement or prospectus or any amendment or supplement thereto,
      including documents incorporated by reference, the Company shall furnish to
      Uplink and its legal counsel copies of all such documents proposed to be filed
      sufficiently in advance of filing to provide Uplink and its legal counsel with
      a
      reasonable opportunity to review such documents and comment thereon, and the
      Company shall not file any Registration Statement or prospectus or amendment
      or
      supplement thereto, including documents incorporated by reference, to which
      Uplink or its legal counsel shall object.

     

    
      
         

      

      
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    3.1.4. STATE
      SECURITIES LAWS COMPLIANCE.
      The
      Company shall use commercially reasonable efforts to (i) register or
      qualify the Registrable Securities covered by the Registration Statement under
      such securities or “blue sky” laws of such jurisdictions in the United States as
      Uplink (in light of its intended plan of distribution) may request and
      (ii) take such action necessary to cause such Registrable Securities
      covered by the Registration Statement to be registered with or approved by
      such
      other Governmental Authorities as may be necessary by virtue of the business
      and
      operations of the Company and do any and all other acts and things that may
      be
      necessary or advisable to enable the holders of Registrable Securities included
      in such Registration Statement to consummate the disposition of such Registrable
      Securities in such jurisdictions; PROVIDED, HOWEVER, that the Company shall
      not
      be required to qualify generally to do business in any jurisdiction where it
      would not otherwise be required to qualify but for this Section 3.1.4 or
      subject itself to taxation in any such jurisdiction.

     

    3.1.5. COOPERATION.
      The
      principal executive officer of the Company, the principal financial officer
      of
      the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, the preparation of the Registration Statement
      with
      respect to such offering and all other offering materials and related documents,
      and participation in meetings with Underwriters, attorneys, accountants and
      potential investors.

     

    3.1.6. COMPLIANCE
      WITH LAWS; EARNINGS STATEMENT.
      The
      Company shall comply with all applicable rules and regulations of the SEC and
      make generally available to its securityholders earning statements satisfying
      the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
      (or any similar rule promulgated under the Securities Act) no later than 45
      days
      after the end of any twelve month period (or 90 days after the end of any twelve
      month period is a fiscal year) (i) commencing at the end of any fiscal quarter
      in which Registrable Securities are sold to underwriters in a firm commitment
      or
      best efforts underwritten offering, and (ii) if not sold to underwriters in
      such
      an offering, commencing on the first day of the first fiscal quarter of the
      Company, after the effective date of the Registration Statement, which statement
      shall cover said 12-month period. Such time periods shall be adjusted as
      appropriate to comply with applicable reporting periods and to satisfy the
      conditions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
      any similar rule promulgated under the Securities Act).

     

    3.2. OBLIGATION
      TO SUSPEND DISTRIBUTION.
      Upon
      receipt of any notice from the Company of the happening of any event of the
      kind
      described in Section 3.1.3(iv),
      Uplink shall immediately discontinue disposition of such Registrable Securities
      pursuant to the Registration Statement covering such Registrable Securities
      until Uplink receives the supplemented or amended prospectus contemplated by
      Section 3.1.3(iv),
      and, if so directed by the Company, Uplink will deliver to the Company all
      copies, other than permanent file copies then in such holder’s possession, of
      the most recent prospectus covering such Registrable Securities at the time
      of
      receipt of such notice.

     

    3.3. REGISTRATION
      EXPENSES.
      The
      Company shall bear all costs and expenses incurred in connection with any
      Piggy-Back Registration, and all expenses incurred in performing or complying
      with its other obligations under this Agreement, whether or not the Registration
      Statement becomes effective, including, without limitation: (i) all
      registration and filing fees; (ii) fees and expenses of compliance with
      securities or “blue sky” laws (including fees and disbursements of counsel in
      connection with blue sky qualifications of the Registrable Securities);
      (iii) printing expenses; (iv) the Company’s internal expenses
      (including, without limitation, all salaries and expenses of its officers and
      employees); (v) fees and disbursements of counsel for the Company and fees
      and expenses for independent certified public accountants retained by the
      Company; and (vi) the fees and expenses of any special experts retained by
      the Company in connection with such registration. The Company shall have no
      obligation to pay any underwriting discounts or selling commissions attributable
      to the Registrable Securities being sold by the holders thereof, which
      underwriting discounts or selling commissions shall be borne by such holders.
      

     

    
      
         

      

      
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    3.4. INFORMATION.
      Uplink
      (and any designee of Uplink) shall provide such information as may reasonably
      be
      requested by the Company, or the managing Underwriter, if any, in connection
      with the preparation of any Registration Statement, including amendments and
      supplements thereto, in order to effect the registration of any Registrable
      Securities under the Securities Act pursuant to Section 2
      of this
      Agreement and in connection with the Company’s obligation to comply with federal
      and applicable state securities laws.

     

    4. INDEMNIFICATION
      AND CONTRIBUTION

     

    4.1. INDEMNIFICATION
      BY THE COMPANY.
      The
      Company shall indemnify and hold harmless Uplink and its respective officers
      and
      directors, from and against any expenses, losses, judgments, claims, damages
      or
      liabilities, whether joint or several, arising out of or based upon any untrue
      statement (or allegedly untrue statement) of a material fact contained in any
      Registration Statement under which the sale of such Registrable Securities
      was
      registered under the Securities Act, any preliminary prospectus, final
      prospectus or summary prospectus contained in the Registration Statement, or
      any
      amendment or supplement thereto, or arising out of or based upon any omission
      (or alleged omission) to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading, or any violation or
      alleged violation by the Company of the Securities Act, the Exchange Act or
      the
      violation by the Company of any rule, law or regulation (including state
      securities laws) relating to the offer and sale of Registrable Securities;
      and
      the Company shall promptly reimburse Uplink and its respective officers and
      directors (as such expenses are incurred) for any legal and any other expenses
      reasonably incurred by Uplink and its respective officers and directors in
      connection with investigating and defending any such expense, loss, judgment,
      claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will
      not
      be liable in any such case to the extent that any such expense, loss, claim,
      damage or liability arises out of or is based upon any untrue statement or
      allegedly untrue statement or omission or alleged omission made in such
      Registration Statement, preliminary prospectus, final prospectus, or summary
      prospectus, or any such amendment or supplement, in reliance upon and in
      conformity with information furnished to the Company, in writing, by Uplink
      expressly for use therein.

     

    
      
         

      

      
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    4.2. INDEMNIFICATION
      BY UPLINK.
      Uplink
      will, in the event that any registration is being effected under the Securities
      Act pursuant to this Agreement, indemnify and hold harmless the Company, each
      of
      its directors and officers and each underwriter (if any), and each other person,
      if any, who controls the Company or such underwriter within the meaning of
      the
      Securities Act, against any losses, claims, judgments, damages or liabilities,
      whether joint or several, insofar as such losses, claims, judgments, damages
      or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any
      untrue statement or allegedly untrue statement of a material fact contained
      in
      any Registration Statement under which the sale of such Registrable Securities
      was registered under the Securities Act, any preliminary prospectus, final
      prospectus or summary prospectus contained in the Registration Statement, or
      any
      amendment or supplement thereto, or arise out of or are based upon any omission
      or the alleged omission to state a material fact required to be stated therein
      or necessary to make the statement therein not misleading, if the statement
      or
      omission was made in reliance upon and in conformity with information furnished
      in writing to the Company by such selling holder expressly for use therein,
      and
      shall reimburse the Company, its directors and officers, and each such
      controlling person for any legal or other expenses reasonably incurred by any
      of
      them in connection with investigation or defending any such loss, claim, damage,
      liability or action. On the transfer of shares to Uplink's shareholders, the
      indemnification obligations hereunder shall be several and not joint and shall
      be limited to the amount of any net proceeds (after payment of any underwriting
      fees, discounts, commissions or taxes) actually received by such selling
      holder.

     

    4.3. CONDUCT
      OF INDEMNIFICATION PROCEEDINGS.
      Promptly after receipt by any person of any notice of any loss, claim, damage
      or
      liability or any action in respect of which indemnity may be sought pursuant
      to
      Section 4.1
      or
4.2,
      such
      person (the “Indemnified
      Party”)
      shall,
      if a claim in respect thereof is to be made against any other person for
      indemnification hereunder, notify such other person (the “Indemnifying
      Party”)
      in
      writing of the loss, claim, judgment, damage, liability or action; PROVIDED,
      HOWEVER, that the failure by the Indemnified Party to notify the Indemnifying
      Party shall not relieve the Indemnifying Party from any liability which the
      Indemnifying Party may have to such Indemnified Party hereunder, except and
      solely to the extent the Indemnifying Party is actually prejudiced by such
      failure. If the Indemnified Party is seeking indemnification with respect to
      any
      claim or action brought against the Indemnified Party, then the Indemnifying
      Party shall be entitled to participate in such claim or action, and, to the
      extent that it wishes, jointly with all other Indemnifying Parties, to assume
      control of the defense thereof with counsel reasonably satisfactory to the
      Indemnified Party. After notice from the Indemnifying Party to the Indemnified
      Party of its election to assume control of the defense of such claim or action,
      the Indemnifying Party shall not be liable to the Indemnified Party for any
      legal or other expenses subsequently incurred by the Indemnified Party in
      connection with the defense thereof other than reasonable costs of
      investigation; PROVIDED, HOWEVER, that in any action in which both the
      Indemnified Party and the Indemnifying Party are named as defendants, the
      Indemnified Party shall have the right to employ separate counsel (but no more
      than one such separate counsel) to represent the Indemnified Party and its
      controlling persons who may be subject to liability arising out of any claim
      in
      respect of which indemnity may be sought by the Indemnified Party against the
      Indemnifying Party, with the fees and expenses of such counsel to be paid by
      such Indemnifying Party if counsel of such Indemnified Party reasonably believes
      that a material conflict of interest is likely to exist if the same counsel
      were
      to represent such Indemnified Party and the Indemnifying Party. No Indemnifying
      Party shall, without the prior written consent of the Indemnified Party, which
      consent shall not be unreasonably withheld, consent to entry of judgment or
      effect any settlement of any claim or pending or threatened proceeding in
      respect of which the Indemnified Party is or could have been a party and
      indemnity could have been sought hereunder by such Indemnified Party, unless
      such judgment or settlement includes an unconditional release of such
      Indemnified Party from all liability arising out of such claim or
      proceeding.

     

    
      
         

      

      
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    4.4. CONTRIBUTION.

     

    4.4.1. If
      the
      indemnification provided for in the foregoing Sections 4.1,
      4.2 and
      4.3
      of this
      Agreement is unavailable to any Indemnified Party in respect of any loss, claim,
      damage, liability or action referred to herein, then each such Indemnifying
      Party, in lieu of indemnifying such Indemnified Party, shall contribute to
      the
      amount paid or payable by such Indemnified Party as a result of such loss,
      claim, damage, liability or action in such proportion as is appropriate to
      reflect the relative fault of the Indemnified Parties and the Indemnifying
      Parties in connection with the actions or omissions which resulted in such
      loss,
      claim, damage, liability or action, as well as any other relevant equitable
      considerations. The relative fault of any Indemnified Party and any Indemnifying
      Party shall be determined by reference to, among other things, whether the
      untrue or alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by such
      Indemnified Party or such Indemnifying Party and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission.

     

    4.4.2. The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 4.4
      were
      determined by PRO RATA allocation or by any other method of allocation which
      does not take account of the equitable considerations referred to in the
      immediately preceding Section.

     

    4.4.3. The
      amount paid or payable by an Indemnified Party as a result of any loss, claim,
      damage, liability or action referred to in the immediately preceding paragraph
      shall be deemed to include, subject to the limitations set forth above, any
      legal or other expenses incurred by such Indemnified Party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this Section 4.4,
      no
      holder of Registrable Securities shall be required to contribute any amount
      in
      excess of the dollar amount of the net proceeds (after payment of any
      underwriting fees, discounts, commissions or taxes) actually received by such
      holder from the sale of Registrable Securities which gave rise to such
      contribution obligation. No person guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act) shall be
      entitled to contribution from any person who was not also guilty of such
      fraudulent misrepresentation.

     

    5. REPORTS
      UNDER THE EXCHANGE ACT

     

    With
      a
      view to making available to the holders of Registrable Securities the benefits
      of Rule 144 promulgated under the Securities Act, the Company agrees
      to:

     

    5.1.1. make
      and
      keep public information available, as those terms are understood and defined
      in
      SEC Rule 144; and

     

    5.1.2. file
      with
      the SEC in a timely manner all reports and other documents required to the
      Company under the Securities Act and the Exchange Act.

     

    
      
         

      

      
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    6. MISCELLANEOUS

     

    6.1. ASSIGNMENT;
      NO THIRD PARTY BENEFICIARIES.
      This
      Agreement and the rights, duties and obligations of each of the Company and
      Uplink hereunder may not be assigned or delegated by the Company or Uplink,
      respectively, in whole or in part. This Agreement and the provisions hereof
      shall be binding upon and shall inure to the benefit of each of the Parties
      and
      their respective successors. This Agreement is not intended to confer any rights
      or benefits on any persons that are not party hereto other than as expressly
      set
      forth in Section 4
      and this
      Section 6.1.
      Notwithstanding the foregoing, it is contemplated that certain of the
      Registrable Securities will be distributed to or beneficially owned by employees
      of Uplink and by the shareholders of Uplink (collectively, the “Distributees”).
      The
      rights and obligations of Uplink hereunder shall extend to the Distributees
      upon
      the execution by such Distributees of a joinder agreement substantially in
      the
      form attached hereto as Exhibit
      A.

     

    6.2. NOTICES.
      All
      notices, demands, requests, consents, approvals or other communications
      (collectively, “Notices”)
      required or permitted to be given hereunder or which are given with respect
      to
      this Agreement shall be in writing and shall be personally served, delivered
      by
      reputable air courier service with charges prepaid, or transmitted by hand
      delivery, telegram, telex or facsimile, addressed as set forth below, or to
      such
      other address as such party shall have specified most recently by written
      notice. Notice shall be deemed given on the date of service or transmission
      if
      personally served or transmitted by telegram, telex or facsimile; PROVIDED,
      that
      if such service or transmission is not on a business day or is after normal
      business hours, then such notice shall be deemed given on the next business
      day.
      Notice otherwise sent as provided herein shall be deemed given on the next
      business day following timely delivery of such notice to a reputable air courier
      service with an order for next-day delivery.

     

    To
      the Company:

     

    GPS
      Industries, Inc.

    5500
      152nd
      St.,
      Suite 214

    Surrey,
      British Columbia

    Canada
      V3S 5J9

    Attention:
      Joseph J. Miller, Chief Financial Officer

    Tel:
      (604) 576-7442

    Fax:
      (604) 535-1906

     

    with
      a
      copy to:

     

    TroyGould
      PC

    1801
      Century Park East, 16th
      Floor

    Los
      Angeles, California 90067

    Attention:
      David L. Ficksman, Esq.

    Tel:
      (310) 789-1290

    Fax:
      (310) 789-1490

     

    To
      Uplink:

     

    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

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    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

     

    6.3. SEVERABILITY.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable.

     

    6.4. COUNTERPARTS.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument.

     

    6.5. ENTIRE
      AGREEMENT.
      This
      Agreement (including all agreements entered into pursuant hereto and all
      certificates and instruments delivered pursuant hereto and thereto) constitute
      the entire agreement of the parties with respect to the subject matter hereof
      and supersede all prior and contemporaneous agreements, representations,
      understandings, negotiations and discussions between the parties, whether oral
      or written.

     

    6.6. MODIFICATIONS
      AND AMENDMENTS.
      No
      amendment, modification or termination of this Agreement shall be binding upon
      any party unless executed in writing by such party. 

     

    6.7. TITLES
      AND HEADINGS.
      Titles
      and headings of sections of this Agreement are for convenience only and shall
      not affect the construction of any provision of this Agreement.

     

    6.8. WAIVERS
      AND EXTENSIONS.
      Any
      party to this Agreement may waive any right, breach or default, which such
      party
      has the right to waive, PROVIDED that such waiver will not be effective against
      the waiving party unless it is in writing, is signed by such party, and
      specifically refers to this Agreement. Waivers may be made in advance or after
      the right waived has arisen or the breach or default waived has occurred. Any
      waiver may be conditional. No waiver of any breach of any agreement or provision
      herein contained shall be deemed a waiver of any preceding or succeeding breach
      thereof nor of any other agreement or provision herein contained. No waiver
      or
      extension of time for performance of any obligations or acts shall be deemed
      a
      waiver or extension of the time for performance of any other obligations or
      acts.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

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

     

    6.10. GOVERNING
      LAW.
      This
      Agreement shall be governed by, interpreted under, and construed in accordance
      with the internal laws of the State of Nevada applicable to agreements made
      and
      to be performed within the State of Nevada.

     

    6.11. WAIVER
      OF
      TRIAL BY JURY.
      Each
      party hereby irrevocably and unconditionally waives the right to a trial by
      jury
      in any action, suit, counterclaim or other proceeding (whether based on
      contract, tort or otherwise) arising out of, connected with or relating to
      this
      Agreement, the transactions contemplated hereby, or the actions of the Company
      and Uplink in the negotiation, administration, performance or enforcement
      hereof.

     

    [Remainder
      of Page Intentionally Left Blank.]

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Registration Rights Agreement to be executed and
      delivered by their duly authorized representatives as of the date first written
      above.

     

    
      	
              GPS
                INDUSTRIES, INC.,

            
	
              a
                Nevada corporation

            
	 	 
	 	 
	
              By:

            	
              /s/
                Douglas Wood

            
	 	
              Douglas
                Wood

            
	 	
              Chief
                Executive Officer

            
	 	 
	 	 
	
              UPLINK
                CORPORATION,

            
	
              a
                Texas corporation

            
	 	 
	 	 
	
              By:

            	
              /s/
                Glenn A. Pierce, Jr.

            
	 	
              Glenn
                A. Pierce, Jr.

            
	 	
              Chief
                Executive Officer

            


    

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    Exhibit
      H

     

    Exhibit
      A

     

    Form
      of Joinder Agreement

    to

    Registration
      Rights Agreement

    


    Intending
      to be legally bound by the Registration Rights Agreement dated January__, 2008
      (the “Registration
      Rights Agreement”)
      between Uplink Corporation and GPS Industries, Inc. (the “Company”)
      the
      undersigned has executed the Agreement by executing this Joinder, and an
      authorized representative of the Company is authorized to attach this Joinder
      to
      the Registration Rights Agreement on such acceptance.

    


    Effective
      as of: ___________________ (Date)

    


    
      	
              Joining
                Stockholder

            
	 	 
	
               

            
	
              Name:

            	
               

            
	
              Title:

            	
               

            
	
              Date:

            	
               

            
	 	 
	 	 
	
              Accepted:

            
	 
	
              GPS
                Industries, Inc.

            
	 	 
	
              By:

            	
               

            
	
              Name:

            	
               

            
	
              Title:

            	
               

            
	
              Date: