EXHIBIT
      10.2

    


    SHAREHOLDER
      AGREEMENT

    


    This
      SHAREHOLDER AGREEMENT (this “Shareholder
      Agreement”)
      is
      made and entered into as of December 29, 2006 by and between GPS Industries,
      Inc., a Nevada corporation (the “Company”),
      Leisurecorp LLC, a Dubai limited liability company (“Leisurecorp”),
      Great
      White Shark Enterprises, Inc., a Florida corporation (“GWSE”)(GWSE
      and Leisurecorp are herein collectively referred to as the “Investors”),
      Robert C. Silzer, Sr. and Douglas Wood (Mr. Silzer and Mr. Wood are herein
      collectively referred to as the “Conversion
      Shareholders).
      

    


    WHEREAS,
      Leisurecorp, GWSE and the Company have entered into that certain Securities
      Purchase Agreement, dated as of November 13, 2006 (the “Securities
      Purchase Agreement”),
      pursuant to which Leisurecorp and GWSE are acquiring, and may in the future
      acquire, shares of the Company’s newly issued Series B Convertible Preferred
      Stock (the “Preferred
      Stock”),
      and
      warrants to purchase shares of the Company’s common stock (the “Common
      Stock”)
      on the
      terms and subject to the conditions set forth in the Securities Purchase
      Agreement.

    


    WHEREAS,
      the Conversion Shareholders have entered into certain Debt Exchange Agreements
      with the Company pursuant to which Douglas Wood has acquired shares of Preferred
      Stock and warrants to purchase Common Stock, and Robert C. Silzer, Sr. has
      acquired shares of Common Stock and warrants to purchase additional shares
      of
      Common Stock.

    


    WHEREAS,
      the Investors and the Conversion Shareholders, in their capacity as holders
      of
      shares of Preferred Stock and/or Common Stock, agree that it is desirable to
      enter into this Shareholder Agreement.

    


    WHEREAS,
      the Company has determined that it is in its best interests to grant the
      Investors the rights set forth herein.

    


    NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereby agree as follows:

    


    1. REPRESENTATIONS
      AND WARRANTIES. The Company and each of the Investors and the Conversion
      Shareholders (each, a “Shareholder”
and
      collectively, the “Shareholders”)
      hereby
      represents and warrants to the other parties to this Agreement as
      follows:

    


    (a) Authority;
      Binding Obligation.
      The
      Company and each Shareholder represents and warrants that it has all necessary
      power and authority to enter into this Shareholder Agreement and perform all
      of
      his/its obligations hereunder. This Shareholder Agreement has been duly and
      validly executed and delivered by the Shareholder and constitutes a valid and
      legally binding obligation of the Company and such Shareholder in accordance
      with its terms.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) Ownership
      of Shares.
      Each
      Shareholder represents and warrants that it is the record holder of the number
      of shares of Preferred Stock, Common Stock and warrants to purchase shares
      of
      Common Stock listed under such Shareholders’ name on the signature page hereto
      (the shares of Preferred Stock and Common Stock listed on the signature page,
      together with shares of Preferred Stock the Investor may acquire under the
      Securities Purchase Agreement and the shares that the Shareholder may acquire
      after the date hereof upon the conversion of the Preferred Stock or the exercise
      of the warrants listed on the signature page, are herein referred to as such
      Shareholders’ “Shares”).
      Each
      Shareholder represents and warrants that it currently has, and will throughout
      the term of the Agreement have sole voting power and sole power of disposition
      over his/its Shares, with no restrictions on the voting rights, rights of
      disposition or otherwise, subject to applicable laws and the terms of this
      Shareholder Agreement. 

    


    (c) No
      Conflicts.
      The
      Company and each Shareholder represents and warrants that the execution,
      delivery and performance of this Agreement by it/him will not 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 any agreement to which the Company or Shareholder is party,
      which
      violation, conflict or breach could prevent such party from fully performing
      its
      obligations under this Agreement in accordance with its terms or affect the
      rights or benefits of any other party to this Agreement. 

    


    2. VOTING
      AGREEMENT.

    


    (a) General
      Agreement.
      During
      the term of this Agreement, the Investors agree to vote all of their Shares
      in
      accordance with the provisions of this Agreement. Provided that GWSE receives
      notice from Leisurecorp prior to the time any action is required to be taken
      as
      a shareholder of the Company (at a meeting or by written consent, which notice
      may be oral at a meeting that both Investors attend in person), GWSE hereby
      agrees to vote all of its Shares or to grant consents or approvals in respect
      of
      all of its Shares, in connection with any meeting of the shareholders of the
      Company or any action by written consent in lieu of a meeting of shareholders
      of
      the Company, in accordance with such oral or written instructions of Leisurecorp
      as required above. Notwithstanding the foregoing, GWSE shall not be obligated
      to
      vote or cause to be voted any of GWSE’s Shares in a manner instructed by
      Leisurecorp in a shareholder action involving the election of directors of
      the
      Company except as set forth in Section 2.(b). 

    


    (b) Election
      of Directors.
      The
      Investors acknowledge and agree that pursuant to the Certificate of Designations
      for the Preferred Stock, the holders of shares of the Preferred Stock have
      the
      right, voting as a separate class, to elect three members of the Company’s Board
      of Directors (the “Preferred
      Directors”).
      During the term of this Agreement, each Investor agrees to vote all of its
      shares of Preferred Stock (whether now owned or hereafter acquired under the
      Securities Purchase Agreement) in such manner as may be necessary to elect
      (and
      maintain in office) as Preferred Directors the following individuals (each
      a
“Designee):

    


    (i) Two
      persons designated in writing by Leisurecorp (the “Leisurecorp Designees”);
      and

    


    (ii) One
      person designated in writing by GWSE.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (c) Changes
      in Designees.
      From
      time to time during the term of this Agreement, either Leisurecorp or GWSE,
      may
      in its sole discretion:

    


    (i) notify
      the other Investor in writing of its election to remove from the Company’s Board
      of Directors any incumbent Preferred Director who occupies a Board seat for
      which such stockholder is entitled to designate the Designee; or

    


    (ii) notify
      the other Investor in writing of its election to select a new Designee for
      election as a Preferred Director for which such stockholders are entitled to
      designate the Designee (whether to replace a prior Designee or to fill a vacancy
      in such Board seat);

    


    (iii) In
      the
      event of such an initiation of a removal or selection of a Designee under this
      section, the Investors shall take such reasonable actions as are necessary
      to
      facilitate such removals or elections, including, without limitation, voting
      or
      giving consents with respect to all of their shares of Preferred Stock to cause:
      (a) the removal from the Company’s Board of Directors of the Designee or
      Designees so designated for removal; and (b) the election to the Company’s Board
      of Directors of any new Designee or Designees so designated.

    


    (d) Additional
      Agreements.
      Each of
      GWSE and Leisurecorp covenant and agree that it will not abstain or fail to
      vote
      or give a consent with respect to the Shares to the extent that it has received
      direction from the other in accordance with the terms of this Agreement and
      for
      so long as such Shareholder holds Shares and is subject to this Section 2
      Additionally, the parties covenant and agree that the Leisurecorp Designees
      shall be the Reviewing Preferred Directors.

    


    3. RESTRICTION
      ON TRANSFER.

    


    (a) Except
      with the prior written consent of the Investors (or if the proposed transferor
      is an Investor, the other Investor), each Shareholder agrees that it shall
      not
      sell, transfer, assign, convey, gift or otherwise dispose of, whether
      voluntarily or involuntarily by operation of law or otherwise (each, a
“transfer”),
      any
      of its Shares, or to pledge, grant a security interest in or otherwise encumber
      any Shares, except in compliance with this Shareholder Agreement. Any purported
      transfer, pledge, grant of security interest in or other encumbrance of any
      Shares other than in accordance with this Shareholder Agreement shall, in
      addition to constituting a breach of this Shareholder Agreement, be null and
      void and ineffective to convey any interest in such Shares. Nothing in this
      Agreement shall restrict the transfer, pledge, grant of security interest in
      or
      other encumbrance of any other shares of Common Stock any Shareholder owns
      as of
      the date of this Agreement.

    


    (b) Notwithstanding
      the foregoing, commencing on November 1, 2007, each Shareholder shall have
      the
      right to transfer in any 90 day period, a number of shares of Common Stock
      equal
      to 1% of the number of shares Common Stock listed as outstanding in the
      Company’s latest Form 10-Q or Form 10-K (whichever is filed more recently) (in
      the event of a stock split or other similar event since the filing of the last
      Form 10-Q or Form 10-K, the number of shares that may be sold shall be
      appropriately adjusted to reflect such event). Any portion of such 1% that
      is
      not transferred in any 90-day period shall be carried forward and may be
      transferred hereunder in subsequent periods. Any transfer of Shares permitted
      under this Section 3(b) shall thereafter no longer be subject to
      Section 2 and Section 3 and the other provisions of this Shareholder
      Agreement. 

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (c) The
      provisions of the Section 3 shall not apply to any transfer of Shares by any
      Shareholder to (a) any constituent partner or member of a Shareholder which
      is a
      partnership or limited liability company, (b) an affiliate of a Shareholder
      which is a corporation, partnership or limited liability company, (c) any
      employee of any Shareholder, or in the case of an individual Shareholder, (d)
      (i) either during his lifetime or upon his death by inter
      vivos trust,
      will or intestacy to his ancestors, descendants or spouse, or to any custodian
      or trustee for the account or benefit of such individual Shareholder or his
      ancestors, descendants or spouse or (ii) to a revocable trust (but not an
      irrevocable trust) established by such individual for the benefit of himself,
      or
      his ancestors, descendants or spouse or (e) with respect to Leisurecorp, to
      Island Global Yachting or any affiliate thereof; provided,
      however,
      that
      the permitted transferee pursuant to subsection (a)-(d) shall receive and hold
      such Shares subject to all of the terms of this Shareholder Agreement. All
      Shares acquired by such affiliated entities or persons from any Shareholder
      (other than Shares held by Island Global Yachting or its affiliate) shall be
      aggregated with those of such Shareholder for the purpose of determining the
      number of shares available for sale under Section 3(b).

    


    (d) Notwithstanding
      anything to the contrary in this Shareholder Agreement, no transfer of any
      Shares under Section 3(b) or 3(c) may occur (i) unless and until the Company
      and
      the other Shareholders shall have received written notice of the proposed
      transfer setting forth the circumstances and details thereof at least five
      days
      prior to its effectiveness, or (ii) in violation of any of the provisions of
      the
      Securities Act of 1933, as amended, or any applicable state securities
      laws.

    


    (e) The
      restriction imposed on the transfer, pledge, grant of security interest in
      or
      other encumbrance of Shares under this Section 3 shall terminate on the earlier
      of December 31, 2008 and the listing of the Company’s Common Stock on either the
      Nasdaq Global Market or the Nasdaq Capital Market.

    


    (f) The
      Company shall not be required to and hereby agrees not (i) to reflect on
      its books any transfer of Shares that shall have been transferred in violation
      of any of the provisions of this Shareholder Agreement or (ii) to treat the
      purported transferee as the owner of such Shares or to accord the purported
      transferee the right to vote such Shares or to receive dividends
      thereon.

    


    4. BOARD
      OBSERVER RIGHTS. Leisurecorp may, from time to time, notify the Secretary of
      the
      Company in writing of two persons that it has designated as its “Board
      Observers,” and GWSE may, from time to time, notify the Company in writing of
      one person that it has designated as its Board Observer. The foregoing Board
      Observers are in addition to the Preferred Directors that the holders of the
      Preferred Stock are entitled to elect to the Board of Directors under the
      Certificate of Designations. The Company hereby agrees to invite all of the
      Board Observers to attend all meetings (including telephonic meetings) of the
      Board of Directors in a nonvoting capacity and to provide (at the same time
      as
      it provides to the directors) each of the Board Observers copies of all notices,
      consents, Board of Director review materials, and all other materials it
      provides to the directors. 

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    5. COVENANTS
      OF THE COMPANY. The Company agrees to use its best efforts to ensure that the
      rights given to the Shareholders hereunder are effective and that the
      Shareholders enjoy the benefits thereof. Such actions include, without
      limitation, the use of the Company’s reasonable best efforts to enforce the
      terms of this Shareholder Agreement and to inform the shareholders of any breach
      hereof (to the extent the Company has knowledge thereof). The Company will
      not,
      by any voluntary action, avoid or seek to avoid the observance or performance
      of
      any of the terms to be performed hereunder by the Company, but will at all
      times
      in good faith assist in the carrying out of all of the provisions of this
      Shareholder Agreement and assist the Shareholders in the exercise and
      enforcement of their rights and the performance of their obligations hereunder.
      

    


    6. SPECIFIC
      PERFORMANCE. The Investors acknowledge that it would be impossible to determine
      the amount of damages that would result from any breach of any of their
      obligations under Section 2 of this Shareholder Agreement and that the remedy
      at
      law for any breach, or threatened breach, would likely be inadequate and,
      accordingly, agrees that the other Investors shall, in addition to any other
      rights or remedies which it may have at law or in equity, be entitled to seek
      such equitable and injunctive relief as may be available from any court of
      competent jurisdiction to restrain an Investor from violating any of its
      obligations under Section 2. In connection with any action or proceeding for
      such equitable or injunctive relief, each Investors hereby waives any claim
      or
      defense that a remedy at law alone is adequate and agrees, to the maximum extent
      permitted by law, to have its obligations under Section 2 specifically enforced
      against it, without the necessity of posting bond or other security, and
      consents to the entry of equitable or injunctive relief against it enjoining
      or
      restraining any breach or threatened breach of Section 2 of this Shareholder
      Agreement.

    


    7. EXPIRATION;
      TERMINATION. Except as otherwise set forth in this Agreement, this Shareholder
      Agreement shall terminate upon the earliest to occur of the following:
      (i) the written agreement of the Investors; (ii) the dissolution,
      bankruptcy or insolvency of the Company; (iii) at such time as Leisurecorp
      owns less than 25% of the number of shares of Preferred Stock that it purchased
      under the Securities Purchase Agreement; (iv) the consummation by the
      Company of the sale of all or substantially all of its assets and business;
      (v) the consummation of a merger or consolidation of the Company with or
      into a third party (other than a reincorporation merger) in which the Preferred
      Stock is converted into the right to receive cash, securities or other
      consideration; and (vi) December 31,
      2009. 

    


    8. MISCELLANEOUS.

    (a) Legend
      on Share Certificates.
      Each
      certificate representing any Shares (including shares issued after the date
      hereof) , and all certificates issued in transfer thereof or substitution
      therefor, shall be endorsed by the Company with a legend reading substantially
      as follows:

    


    “THE
      SHARES EVIDENCED HEREBY ARE SUBJECT TO A SHAREHOLDER AGREEMENT, AS MAY BE
      AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST
      FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON
      ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND
      BY
      ALL THE PROVISIONS OF THAT SHAREHOLDER AGREEMENT, INCLUDING CERTAIN RESTRICTIONS
      ON VOTING, TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (b) Entire
      Agreement.
      This
      Shareholder Agreement constitutes the entire agreement of the parties hereto
      with reference to the transactions contemplated hereby and supersedes all other
      prior agreements, understandings, representations and warranties, both written
      and oral, between the parties or their respective representatives, agents or
      attorneys, with respect to the subject matter hereof.

    


    (c) Parties
      in Interest.
      This
      Shareholder Agreement shall be binding upon and inure solely to the benefit
      of
      the Investors and their respective successors, assigns, and other legal
      representatives, as the case may be. Nothing in this Shareholder Agreement,
      express or implied, is intended to confer upon any other person, other than
      the
      Investors or their respective successors, assigns, and other legal
      representatives, as the case may be, any rights, remedies, obligations or
      liabilities under or by reason of this Shareholder Agreement.

    


    (d) Assignment.
      This
      Shareholder Agreement shall not be assignable by law or otherwise without the
      prior written consent of the other parties hereto; provided, however, that
      either GWSE or Leisurecorp may assign any of its rights and obligations
      hereunder to any entity which may acquire all or substantially all of its
      assets, shares or business or to any entity with or into which it may be
      consolidated or merged.

    


    (e) Modifications;
      Waivers.
      This
      Shareholder Agreement shall not be amended, altered or modified in any manner
      whatsoever, except by a written instrument executed by the Company and by both
      Investors. No waiver of any breach or default hereunder shall be considered
      valid unless in writing and signed by the party giving such waiver, and no
      such
      waiver shall be deemed a waiver of any subsequent breach of the same or similar
      nature.

    


    (f) Severability.
      Any
      term or provision of this Shareholder Agreement which is invalid or
      unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
      to the extent of such invalidity and unenforceability without rendering invalid
      or unenforceable the remaining terms and provisions of this Shareholder
      Agreement in any other jurisdiction. If any provision of this Shareholder
      Agreement is so broad as to be unenforceable, the provision shall be interpreted
      to be only so broad as is enforceable.

    


    (g) Governing
      Law.
      This
      Shareholder Agreement shall be deemed to be made in and in all respects shall
      be
      interpreted, construed and governed by and in accordance with the laws of the
      State of New York, without regard to the conflict of law principles
      thereof.

    


    (h) Jurisdiction
      and Venue.
      Each
      party hereby irrevocably submits to the exclusive jurisdiction of the state
      and
      federal courts sitting in The City of New York, Borough of Manhattan, for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is brought in an inconvenient forum or that
      the
      venue of such suit, action or proceeding is improper.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (i) Attorney’s
      Fees.
      The
      prevailing party in any litigation, arbitration, mediation, bankruptcy,
      insolvency or other proceeding (“Proceeding”)
      relating to the enforcement or interpretation of this Shareholder Agreement
      may
      recover from the unsuccessful party all fees and disbursements of counsel
      (including expert witness and other consultants’ fees and costs) relating to or
      arising out of (a) the Proceeding (whether or not the Proceeding results in
      a judgment) and (b) any post-judgment or post-award Proceeding including,
      without limitation, one to enforce or collect any judgment or award resulting
      from any Proceeding. All such judgments and awards shall contain a specific
      provision for the recovery of all such subsequently incurred costs, expenses,
      fees and disbursements of counsel.

    


    (j) Counterparts.
      This
      Shareholder Agreement may be executed in one or more counterparts (including
      by
      facsimile), each of which shall be deemed to be an original, but all of which
      shall constitute one and the same instrument.

    


    (k) Notices.
      All
      notices, requests, instructions and other communications to be given hereunder
      by any party to the other shall be in writing and shall be deemed given if
      personally delivered, telecopied (with confirmation) or mailed by registered
      or
      certified mail, postage prepaid (return receipt requested), to such party at
      its
      address set forth below or such other address as such party may specify to
      the
      other party by notice provided in accordance with this Section
      7(k).

    


    If
      to the
      Company, to:

    


    GPS
      Industries, Inc.

    Suite
      214

    5500
      152nd Street

    Surrey,
      British Columbia

    Canada
      V35 S59

    Attn:
      Chief Executive Officer

    Telecopier:
      (604) 576-7460

    


    and

    


    If
      to
      Shareholders, to the addresses specified on the signature page
      hereof.

    


    (l) Advice
      of Counsel.
      Each
      Shareholder acknowledges that, in executing this Shareholder Agreement, such
      Shareholder has had the opportunity to seek the advice of independent legal
      counsel, and has read and understood all of the terms and provisions of this
      Shareholder Agreement. The parties acknowledge that the Company’s counsel, Troy
      Gould Professional Corporation (“Troy
      & Gould”),
      prepared this Shareholder Agreement on behalf of and in the course of its
      representation of the Company. Troy & Gould represents the Company only, and
      does not represent, and owes no duty, to any of the Shareholders. Troy &
Gould has therefore advised the Shareholders to seek the advice of independent
      counsel with respect to this Shareholder Agreement.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (m) Actions
      as Shareholders.
      The
      Investors and the Conversion Shareholders are entering into this Shareholder
      Agreement in their capacity as the record or beneficial owners of the shares
      of
      the Company’s securities. Nothing in this Shareholder Agreement shall be deemed
      in any manner to limit the discretion of any member of the Company’s Board of
      Directors, including either Conversion Shareholders or any affiliate or designee
      of either Investors, to take any action, or fail to take any action, in his
      or
      her capacity as a director or officer of the Company

    


    
 

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
 

    IN
      WITNESS WHEREOF, the parties hereto have executed this Shareholder Agreement
      as
      of the date first above written.

     

    GPS
      INDUSTRIES, INC.

    


    


    By:
      _____________________________

    Name:
      ___________________________

    Title:
      ____________________________

     

    


    SHAREHOLDERS:

    


    GREAT
      WHITE SHARK ENTERPRISES, INC.

    


    


    _____________________________________

    By:

    Number
      of
      shares of Preferred Stock as of the date of this Agreement: 574,089


    Number
      of
      shares underlying warrants as of the date of this Agreement:
      18,901,579

    


    


    Address
      for Notices:

    


    Great
      White Shark Enterprises, Inc.

    501
      North
      A1A, Jupiter, FL 33477

    Attn:
      Bart Collins

    Telephone:
      (561) 743-8818

    Telecopy:
      (561) 743-8831

    


    


    LEISURECORP
      LLC

    


    


    _____________________________________

    By:

    Number
      of
      shares of Preferred Stock as of the date of this Agreement:
      1,000,000

    Number
      of
      shares underlying warrants as of the date of this Agreement:
      40,983,607

    


    


    Address
      for Notices:

    


    David
      Spencer 

    Chief
      Executive Officer 

    Istithmar
      Leisure 

    P.O.
      Box
      17000, Dubai, UAE 

    Telephone:
      +9714-3687630 

    Telecopy:
      +9714-3687654

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    ROBERT
      C.
      SILZER, SR.

    


    


    _____________________________________

    By:
      Robert C. Silzer, Sr.

    Number
      of
      shares of Common Stock subject to this Agreement: 12,295,082

    Number
      of
      shares underlying warrants as of the date of this Agreement:
      3,073,770

    


    


    Address
      for Notices:

    


    GPS
      Industries, Inc., Suite 214

    5500
      152nd Street

    Surrey,
      British Columbia

    Canada
      V35 S59

    


    


    DOUGLAS
      WOOD

    


    


    _____________________________________

    By:
      Douglas Wood

    Number
      of
      shares of Preferred Stock as of the date of this Agreement: 300,000

    Number
      of
      shares underlying warrants as of the date of this Agreement:
      12,295,082

    


    


    Address
      for Notices:

    


    D.
      Wood
      Holdings LLC

    1001
      Courtyard Plaza,

    Latrobe,
      Pennsylvania 15650

    


    


    
      
         

      

      
        10