EXHIBIT
      10.1

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    THIS
      REGISTRATION RIGHTS AGREEMENT
      (this
“Agreement”) is entered into as of the 29th day of December 2006, by and
      among GPS Industries, Inc., a Nevada corporation (the “Company”), and the
      persons set forth on the signature pages hereto (“Investors”).

    


    WHEREAS,
      concurrently with the execution of this Agreement, the Investors are acquiring
      an aggregate of (i) 1,874,089 shares (the “Preferred Shares”) of the Company’s
      Series B Convertible Preferred Stock, which are initially convertible into
      307,227,738 shares of the Company’s Common Stock as adjusted pursuant to the
      terms of the Certificate of Designations for the Preferred Shares (the
“Conversion Shares”), (ii) 12,295,082 shares of Common Stock, and (iii) warrants
      (the “Warrants”) to purchase up to 75,254,038 shares (the “Warrant Shares”) of
      the Company’s common stock (subject to adjustment pursuant to the terms of the
      Warrants); 

    


    WHEREAS,
      certain of the Investors may also purchase Additional Securities (as such term
      is defined under Article I.C of the Securities Purchase Agreement, entered
      into
      by the Company and the signatories thereto as of the date hereof) pursuant
      to
      the Securities Purchase Agreement;

    


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

    


    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.

    


    “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.

    


    “CONVERSION
      SHARES” is defined in the preamble to this Agreement.

    


    “DEMAND
      REGISTRATION” is defined in Section 2.1.1.

    


    “DEMANDING
      HOLDER” is defined in Section 2.1.1.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “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.

    


    “FORM S-3”
      is defined in Section 2.3.

    


    “INDEMNIFIED
      PARTY” is defined in Section 4.3.

    


    “INDEMNIFYING
      PARTY” is defined in Section 4.3.

    


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

    


    “INVESTOR
      INDEMNIFIED PARTY” is defined in Section 4.1.

    


    “MAXIMUM
      NUMBER OF SHARES” is defined in Section 2.1.4.

    


    “NOTICES”
      is defined in Section 6.2.

    


    “PIGGYBACK
      REGISTRATION” is defined in Section 2.2.1.

    


    “PREFERRED
      SHARES” is defined in the preamble to this Agreement.

    


    “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 all of (i) the Conversion Shares, (ii) Warrant Shares, (iii)
      any Additional Securities (as such term is defined under Article I. C. of the
      Securities Purchase Agreement) that may be acquired by the Investors or their
      assignees, and (iv) the 12,295,082 shares of Common Stock acquired by Robert
      C.
      Silzer, Sr. concurrently with the execution of this Agreement. Registrable
      Securities shall also include any warrants, shares of capital stock or other
      securities of the Company issued as a dividend or other distribution with
      respect to or in exchange for or in replacement of such shares of Common Stock.
      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; or (c) 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).

    


    
      
         

      

      
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    “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.

    


    “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.

    


    "WARRANTS”
      is defined in the preamble to this Agreement.

    


    “WARRANT
      SHARES” is defined in the preamble to this Agreement

    


    2. REGISTRATION
      RIGHTS.

    


    2.1.
      DEMAND
      REGISTRATION.

    


    2.1.1.
      REQUEST
      FOR REGISTRATION.
      Subject
      to and in accordance with this Agreement, at any time and from time to time
      on
      or after the date hereof, the Investors or the transferees of Investors shall
      have the unlimited right to demand the registration under the Securities Act
      of
      all or part of their Registrable Securities (a “DEMAND REGISTRATION”), provided
      no demand shall be made for less than 10 million Registrable Securities (as
      adjusted to equitably reflect any stock splits, stock dividends, or any
      combinations or reclassification of the Common Stock or similar transactions).
      Any demand for a Demand Registration shall be in writing and shall specify
      the
      number of shares of Registrable Securities proposed to be sold and the intended
      method(s) of distribution thereof. The Company will notify all other holders
      of
      Registrable Securities of the demand, and each holder of Registrable Securities
      who wishes to include all or a portion of such holder’s Registrable Securities
      in the Demand Registration (each such holder including shares of Registrable
      Securities in such registration, a “DEMANDING HOLDER”) shall so notify the
      Company in writing within twenty (20) days after the receipt by the holder
      of
      the notice from the Company. Upon any such request, the Demanding Holders shall
      be entitled to have their Registrable Securities included in the Demand
      Registration, subject to Section 2.1.3 and the provisos set forth in
      Section 3.1.1. 

    


    2.1.2.
      UNDERWRITTEN
      OFFERING.
      If a
      majority-in-interest of the Demanding Holders so elect and such holders so
      advise the Company as part of their written demand for a Demand Registration,
      the offering of such Registrable Securities pursuant to such Demand Registration
      shall be in the form of an underwritten offering. In such event, the right
      of
      any holder to include its Registrable Securities in such registration shall
      be
      conditioned upon such holder’s participation in such underwriting and the
      inclusion of such holder’s Registrable Securities in the underwriting to the
      extent provided herein. All Demanding Holders proposing to distribute their
      securities through such underwriting shall enter into an underwriting agreement
      in customary form with the Underwriter or Underwriters selected for such
      underwriting by a majority-in-interest of the holders initiating the Demand
      Registration.

    


    
      
         

      

      
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    2.1.3.
      REDUCTION
      OF OFFERING.
      If the
      managing Underwriter or Underwriters for a Demand Registration that is to be
      an
      underwritten offering advises the Company and the Demanding Holders in good
      faith in writing that the dollar amount or number of shares of Registrable
      Securities which the Demanding Holders desire to sell, taken together with
      all
      other shares of Common Stock or other securities which the Company desires
      to
      sell and the shares of Common Stock, if any, as to which registration has been
      requested pursuant to written contractual piggy-back registration rights held
      by
      other shareholders of the Company who desire to sell, exceeds the maximum dollar
      amount or maximum number of shares that can be sold in such offering without
      adversely affecting the proposed offering price, the timing, the distribution
      method, or the probability of success of such offering (such maximum dollar
      amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF
      SHARES”), then the Company shall include in such registration: (i) first,
      the Registrable Securities as to which Demand Registration has been requested
      by
      the Demanding Holders (pro rata in accordance with the number of shares of
      Registrable Securities which such Demanding Holders have requested be included
      in such registration, regardless of the number of shares held by such Demanding
      Holders) that can be sold without exceeding the Maximum Number of Shares;
      (ii) second, to the extent that the Maximum Number of Shares has not been
      reached under the foregoing clause (i), the shares of Common Stock or other
      securities that the Company desires to sell that can be sold without exceeding
      the Maximum Number of Shares; (iii) third, to the extent that the Maximum
      Number of Shares has not been reached under the foregoing clauses (i) and
      (ii), the shares of Common Stock for the account of other persons that the
      Company is obligated to register pursuant to written contractual arrangements
      with such persons and that can be sold without exceeding the Maximum Number
      of
      Shares; and (iv) fourth, to the extent that the Maximum Number of Shares
      have not been reached under the foregoing clauses (i), (ii) and (iii), the
      shares of Common Stock that other shareholders desire to sell that can be sold
      without exceeding the Maximum Number of Shares to the extent that the Company,
      in its sole discretion, wishes to permit such sales pursuant to this
      clause (iv).

    


    2.1.4.
      WITHDRAWAL.
      If a
      majority-in-interest of the Demanding Holders disapprove of the terms of any
      underwriting or are not entitled to include all of their Registrable Securities
      in any offering, such majority-in-interest of the Demanding Holders may elect
      to
      withdraw from such offering by giving written notice to the Company and the
      Underwriter or Underwriters of their request to withdraw prior to the
      effectiveness of the Registration Statement filed with the Commission with
      respect to such Demand Registration.

    


    2.2.
      PIGGY-BACK
      REGISTRATION.

    


    2.2.1.
      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 including, without limitation, pursuant to
      Section 2.1), 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 twenty (20) 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 the holders of Registrable Securities in such notice the
      opportunity to register the sale of such number of shares of Registrable
      Securities as such holders 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
      and
      shall use commercially reasonable efforts to cause the managing Underwriter
      or
      Underwriters of a proposed underwritten offering to permit the Registrable
      Securities requested to be included in a Piggy-Back Registration to be included
      on the same terms and conditions as any similar securities of the Company and
      to
      permit the sale or other disposition of such Registrable Securities in
      accordance with the intended method(s) of distribution thereof. All holders
      of
      Registrable Securities proposing to distribute their securities through a
      Piggy-Back Registration that involves an Underwriter or Underwriters shall
      enter
      into an underwriting agreement in customary form with the Underwriter or
      Underwriters selected for such Piggy-Back Registration.

    


    
      
         

      

      
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    2.2.2.
      REDUCTION
      OF OFFERING.
      If the
      managing Underwriter or Underwriters for a Piggy-Back Registration that is
      to be
      an underwritten offering advises the Company and the holders of Registrable
      Securities in good faith in writing that the dollar amount or number of shares
      of Common Stock which the Company desires to sell, taken together with shares
      of
      Common Stock, if any, as to which registration has been demanded pursuant to
      written contractual arrangements with persons other than the holders of
      Registrable Securities hereunder, the Registrable Securities as to which
      registration has been requested under this Section 2.2, and the shares of
      Common Stock, if any, as to which registration has been requested pursuant
      to
      the written contractual piggy-back registration rights of other shareholders
      of
      the Company, exceeds the Maximum Number of Shares, then the Company shall
      include in any such registration:

    


    (i) If
      the
      registration is undertaken for the Company’s account: (A) first, the shares
      of Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (B) second, to the
      extent that the Maximum Number of Shares has not been reached under the
      foregoing clause (A), the Registrable Securities as to which registration
      has been requested under this Section 2.2 (pro rata in accordance with the
      number of shares of Registrable Securities and securities each holder has
      actually requested to be included in such registration, regardless of the number
      of shares of Common Stock with respect to which such persons have the right
      to
      request such inclusion) that can be sold without exceeding the Maximum Number
      of
      Shares; and (c) to the extent that the Maximum Number of Shares has not
      been reached under the foregoing clauses (A) and (B), the shares of Common
      Stock as to which registration has been requested pursuant to written
      contractual piggy-back registration rights of other security holders (pro rata
      in accordance with the number of shares such person has actually requested
      to be
      included in such registration, regardless of the number of shares of Common
      Stock with respect such person has the right to request inclusion).

    


    (ii) If
      the
      registration is a “demand” registration undertaken at the demand of persons
      other than the holders of Registrable Securities pursuant to written contractual
      arrangements with such persons, (A) first, the shares of Common Stock for
      the account of the demanding persons that can be sold without exceeding the
      Maximum Number of Shares; (B) second, to the extent that the Maximum Number
      of Shares has not been reached under the foregoing clause (A), the shares
      of Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; and (C) third, to the
      extent that the Maximum Number of Shares has not been reached under the
      foregoing clauses (A) and (B), the Registrable Securities as to which
      registration has been requested under this Section 2.2 (pro rata in
      accordance with the number of shares such person has actually requested to
      be
      included in such registration, regardless of the number of shares of Common
      Stock with respect such person has the right to request inclusion); and
      (D) fourth, to the extent that the Maximum Number of Shares has not been
      reached under the foregoing clauses (A), (B) and (C), the shares of Common
      Stock, if any, as to which registration has been requested pursuant to written
      contractual piggy-back registration rights which other shareholders desire
      to
      sell that can be sold without exceeding the Maximum Number of
      Shares.

    


    
      
         

      

      
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    2.2.3.
      WITHDRAWAL.
      Any
      holder of Registrable Securities may elect to withdraw such holder’s request for
      inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the Registration Statement. The Company may also elect to
      withdraw a registration statement at any time prior to the effectiveness of
      the
      Registration Statement without thereby incurring any liability to the holders
      of
      Registrable Securities. Notwithstanding any such withdrawal, the Company shall
      pay all expenses incurred by the holders of Registrable Securities in connection
      with such Piggy-Back Registration as provided in Section 3.3.

    


    2.3.
      REGISTRATIONS
      ON FORM S-3.
      The
      holders of Registrable Securities may at any time and from time to time, request
      in writing that the Company register the resale of any or all of such
      Registrable Securities on Form S-3 or any similar short-form registration
      which may be available at such time (“FORM S-3”); PROVIDED, HOWEVER, that
      the Company shall not be obligated to effect such request through an
      underwritten offering. Upon receipt of such written request, the Company will
      promptly give written notice of the proposed registration to all other holders
      of Registrable Securities, and, as soon as practicable thereafter, effect the
      registration of all or such portion of such holder’s or holders’ Registrable
      Securities as are specified in such request, together with all or such portion
      of the Registrable Securities of any other holder or holders joining in such
      request as are specified in a written request given within twenty (20) days
      after receipt of such written notice from the Company; PROVIDED, HOWEVER, that
      the Company shall not be obligated to effect any such registration pursuant
      to
      this Section 2.3: (i) if Form S-3 is not available for such
      offering; or (ii) if the holders of the Registrable Securities, together
      with the holders of any other securities of the Company entitled to inclusion
      in
      such registration, propose to sell Registrable Securities and such other
      securities (if any) at an aggregate price to the public of less than $250,000.
      Registrations effected pursuant to this Section 2.3 shall not be counted as
      Demand Registrations effected pursuant to Section 2.1.

    


    3. REGISTRATION
      PROCEDURES.

    


    3.1.
      FILINGS;
      INFORMATION.
      Whenever the Company is required to effect the registration of any Registrable
      Securities pursuant to Section 2, 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.
      FILING
      REGISTRATION STATEMENT.
      The
      Company shall, as expeditiously as possible and in any event within
      seventy-five (75) days after receipt of a request for a Demand Registration
      pursuant to Section 2.1 or an S-3 registration pursuant to Section 2.3,
      prepare and file with the Commission a Registration Statement on any form for
      which the Company then qualifies or which counsel for the Company shall deem
      appropriate and which form shall be available for the sale of all Registrable
      Securities to be registered thereunder in accordance with the intended method(s)
      of distribution thereof, and shall use its best efforts to cause such
      Registration Statement to become and remain effective for the period required
      by
      Section 3.1.3; PROVIDED, HOWEVER, that the Company shall have the right to
      defer any Demand Registration for up to sixty (60) days, and any Piggy-Back
      Registration for such period as may be applicable to deferment of any demand
      registration to which such Piggy-Back Registration relates, in each case if
      the
      Company shall furnish to the holders a certificate signed by the Chief Executive
      Officer of the Company stating that, in the good faith judgment of the Board
      of
      Directors of the Company, it would be materially detrimental to the Company
      and
      its shareholders for such Registration Statement to be effected at such time;
      PROVIDED FURTHER, HOWEVER, that the Company shall not have the right to exercise
      the right set forth in the immediately preceding proviso more than once in
      any
      365-day period in respect of a Demand Registration hereunder.

    


    3.1.2.
      COPIES.
      The
      Company shall, prior to filing a Registration Statement or prospectus, or any
      amendment or supplement thereto, furnish without charge to the holders of
      Registrable Securities included in such registration, and such holders’ 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 the holders of Registrable Securities
      included in such registration or legal counsel for any such holders may request
      in order to facilitate the disposition of the Registrable Securities owned
      by
      such holders.

    


    3.1.3.
      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).

    


    
      
         

      

      
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    3.1.4.
      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 the holders
      of Registrable Securities included in such Registration Statement of such
      filing, and shall further notify such holders 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 the holders
      of
      Registrable Securities included in such Registration Statement 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
      the
      holders of Registrable Securities included in such Registration Statement and
      to
      the legal counsel for any such holders, copies of all such documents proposed
      to
      be filed sufficiently in advance of filing to provide such holders and 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 such holders or their legal counsel shall
      object.

    


    3.1.5.
      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
      the holders of Registrable Securities included in such Registration Statement
      (in light of their 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 3.1.5 or
      subject itself to taxation in any such jurisdiction.

    


    3.1.6.
      AGREEMENTS
      FOR DISPOSITION.
      The
      Company shall enter into customary agreements (including, if applicable, an
      underwriting agreement in customary form) and take such other actions as are
      reasonably required in order to expedite or facilitate the disposition of such
      Registrable Securities. The representations, warranties and covenants of the
      Company in any underwriting agreement which are made to or for the benefit
      of
      any Underwriters, to the extent applicable, shall also be made to and for the
      benefit of the holders of Registrable Securities included in such registration
      statement. No holder of Registrable Securities included in such registration
      statement shall be required to make any representations or warranties in the
      underwriting agreement except, if applicable, with respect to such holder’s
      organization, good standing, authority, title to Registrable Securities, lack
      of
      conflict of such sale with such holder’s material agreements and organizational
      documents, and with respect to written information relating to such holder
      that
      such holder has furnished in writing expressly for inclusion in such
      Registration Statement.

    


    
      
         

      

      
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    3.1.7.
      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.

    


    3.1.8.
      RECORDS.
      The
      Company shall make available for inspection by the holders of Registrable
      Securities included in such Registration Statement, any Underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such Registration Statement or any Underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information requested by any of them in connection with such
      Registration Statement.

    


    3.1.9.
      OPINIONS
      AND COMFORT LETTERS.
      The
      Company shall furnish, at the request of any holder requesting registration
      of
      Registrable Securities pursuant tot his Agreement, on the date that such
      Registrable Securities are delivered to the underwriters for sale in connection
      with a registration pursuant to this Agreement, if such securities are being
      sold through underwriters, or, if securities are not being sold through
      underwriters, on the date that the Registration Statement with respect to such
      securities becomes effective, (i) an opinion, dated such date, of the counsel
      representing the Company for the purposes of such registration, in form and
      substance as is customarily given to the underwriters in an underwritten public
      offering, addressed to the underwriters, if any, and to the holders requesting
      registration of Registrable Securities and (ii) a letter dated such date, from
      the independent certified public accountants of the Company, in form and
      substance as is customarily given by independent certified public accountants
      to
      underwriters in an underwritten public offering, addressed to the underwriters,
      if any, and to the holders requesting registration of Registrable
      Securities.

    


    3.1.10.
      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 a 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.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    3.1.11.
      LISTING.
      The
      Company shall cause all Registrable Securities included in any registration
      to
      be listed on such exchanges or otherwise designated for trading in the same
      manner as similar securities issued by the Company are then listed or designated
      or, if no such similar securities are then listed or designated, in a manner
      satisfactory to the holders of a majority of the Registrable Securities included
      in such registration.

    


    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 3.1.4(iv), each holder of Registrable Securities
      included in any registration shall immediately discontinue disposition of such
      Registrable Securities pursuant to the Registration Statement covering such
      Registrable Securities until such holder receives the supplemented or amended
      prospectus contemplated by Section 3.1.4(iv), and, if so directed by the
      Company, each such holder 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 Demand
      Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant
      to Section 2.2, and any registration on Form S-3 effected pursuant to
      Section 2.3, 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) the fees and expenses incurred in connection with the
      listing of the Registrable Securities as required by Section 3.1.11;
      (vi) National Association of Securities Dealers, Inc. fees; (vii) fees
      and disbursements of counsel for the Company and fees and expenses for
      independent certified public accountants retained by the Company (including
      the
      expenses or costs associated with the delivery of any opinions or comfort
      letters requested pursuant to Section 3.1.9); (viii) the fees and
      expenses of any special experts retained by the Company in connection with
      such
      registration and (ix) the fees and expenses of one legal counsel selected
      by the holders of a majority-in-interest of the Registrable Securities included
      in 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. 

    


    3.4.
      INFORMATION.
      The
      holders of Registrable Securities 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 and
      in connection with the Company’s obligation to comply with federal and
      applicable state securities laws.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    4. INDEMNIFICATION
      AND CONTRIBUTION.

    


    4.1.
      INDEMNIFICATION
      BY THE COMPANY.
      The
      Company shall indemnify and hold harmless each Investor and each other holder
      of
      Registrable Securities, and each of their respective officers, employees,
      affiliates, directors, partners, members, attorneys and agents, and each person,
      if any, who controls an Investor and each other holder of Registrable Securities
      (within the meaning of Section 15 of the Securities Act or Section 20
      of the Exchange Act) (each, an “INVESTOR INDEMNIFIED PARTY”), 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 or any rule, law or regulation (including state
      securities laws) relating to the offer and sale of Registrable Securities;
      and
      the Company shall promptly reimburse the Investor Indemnified Party (as such
      expenses are incurred) for any legal and any other expenses reasonably incurred
      by such Investor Indemnified Party 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 such selling holder expressly for use therein.

    


    4.2.
      INDEMNIFICATION
      BY HOLDERS OF REGISTRABLE SECURITIES.
      Each
      selling holder of Registrable Securities will, in the event that any
      registration is being effected under the Securities Act pursuant to this
      Agreement of any Registrable Securities held by such selling holder, 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. Each selling holder’s
      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.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    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.

    


    4.4.
      CONTRIBUTION.

    


    4.4.1.
      If
      the
      indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 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.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    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 and any other rule or
      regulation of the SEC that may at any time permit a holder of Registrable
      Securities to sell securities of the Company to the public without registration
      on Form S-3, the Company agrees to:

    


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

    


    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; and 

    


    5.1.3.
      furnish
      to any Holder, so long as the Holder owns any Registrable Securities, forthwith
      upon request (i) a written statement by the Company that it has complied with
      the reporting requirements of SEC Rule144, the Securities Act and the Exchange
      Act, or that it qualifies as a registrant whose securities may be resold
      pursuant to Form S-3 (if it so qualifies), (ii) a copy of the most recent annual
      or quarterly report of the Company and such other reports and documents so
      filed
      by the Company, and (iii) such other information as may be reasonably requested
      in availing any Holder of any rule or regulation of the SEC which permits the
      selling of any securities without registration or pursuant to such
      form.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    6. MISCELLANEOUS.

    


    6.1.
      ASSIGNMENT;
      NO THIRD PARTY BENEFICIARIES.
      This
      Agreement and the rights, duties and obligations of the Company hereunder may
      not be assigned or delegated by the Company in whole or in part. This Agreement
      and the rights, duties and obligations of the holders of Registrable Securities
      hereunder may be freely assigned or delegated by such holder of Registrable
      Securities in conjunction with and to the extent of any transfer of Registrable
      Securities, or any portion thereof, by any such holder. 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 and the permitted assigns of
      the
      Investor or holder of Registrable Securities or of any assignee of the Investor
      or holder of Registrable Securities. 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 Article 4 and this Section 6.1.

    


    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:
      Robert C. Silzer, Sr.

    Telecopy:
      604-576-7460

    


    with
      a
      copy to:

    


    Troy
      & Gould Professional Corporation

    1801
      Century Park East, 16th
      Floor

    Los
      Angeles, California 90067

    Attention:
      David L. Ficksman, Esq.

    Telecopy:
      310-789-1490

    


    To
      Investor:

    


    At
      the
      addresses set forth on the signature page hereto

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    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.

    


    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, the Investor or any other holder
      of Registrable Securities 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.

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

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

    


    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 the Investor in the negotiation, administration, performance or enforcement
      hereof.

    


    [Remainder
      of Page Intentionally Left Blank.]

    


    
 

     

    
 

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

     

    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:____________________________________      

              Robert
                C. Silzer, Sr., President

            
	 	
               

              INVESTORS:

            
	 	 
	
               

              Address:
                

               

              C/o
                Istithmar PJSC

               

              Emirates
                Tower - Level 4

               

              Dubai,
                United Arab Emirates

            	
               

              LEISURECORP
                LLC

               

               

               

              
                By:____________________________________

                Name:
                  __________________________________

                Title:
                  ___________________________________

              

            
	
               

              Address:

               

              Great
                White Shark Enterprises, Inc.

               

              501
                North A1A, 

               

              Jupiter,
                Florida 33477

               

            	
               

              GREAT
                WHITE SHARK ENTERPRISES, INC.

               

               

               

              By:____________________________________

              Name:
                __________________________________

              Title:
                ___________________________________

            
	
               

              Address:

               

              C/o
                GPS Industries, Inc., Suite 214

               

              5500
                152nd Street

               

              Surrey,
                British Columbia

               

              Canada
                V3S 5J9

            	
               

              ROBERT
                C. SILZER, SR.

               

               

               

              By:____________________________________

               

               

            
	
               

              Address:

               

              D.
                Wood Holdings LLC

               

              1001
                Courtyard Plaza,

               

              Latrobe,
                Pennsylvania 15650

               

            	
               

              DOUGLAS
                WOOD

               

               

               

              By:____________________________________

               

            


    

    


    
      
         

      

      
        16