Exhibit 10.5


 


EMPLOYMENT CONTRACT


 


THIS EMPLOYMENT CONTRACT
("Agreement") is dated as of the 1st day of June, 2007, by and between GOLFLOGIX SYSTEMS (US) Inc. a company
incorporated under the laws of the State of Nevada, and having its address at 3960 E. Expedition Way, Scottsdale, Arizona (the
"Company"), and BRAD NIGHTINGALE, an individual (the "Executive"), residing at 1472 Weeping Willow,
Oakville, Ontario, L6M 4N9.


 


		1.	BACKGROUND



 


		a)	The Company intends to hire the Executive furnish services to the Company on the terms and conditions
hereinafter set forth.



 


		b)	The parties desire to enter into this agreement setting forth the terms and conditions of the employment
of the Executive with the Company.



 


NOW, THEREFORE, in consideration of the foregoing
and of the mutual promises and undertakings contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:


 


		2.	Employment. The Company hereby agrees to employ the Executive, and the Executive hereby
accepts such employment, on the terms and conditions hereinafter set forth.



 


		3.	Term.



 


		a)	The term (the "Term") of Executive's employment under this Agreement shall start
on June 1, 2007 and shall continue thereafter unless terminated in accordance with Section 7.



 


		4.	Duties. During the Term of this Agreement, Executive shall be employed as President of the
Company, and the Board of Directors of the Company (the "Board") shall use its best efforts to cause him to be
elected as a member of the Board. In these capacities, Executive shall be subject at all times to oversight by the Board, have
overall responsibility for the management of the business of the Company. Executive hereby accepts such employment and agrees to
perform the duties and responsibilities set forth herein.



 


		5.	Place of Employment. The principal place of employment and office of the Executive shall
be at the Company's headquarters in Phoenix, Arizona or such other location as may be required by the Company. Should the Executive
be required to move to a new location of employment that requires Executive to relocate his place of residence, the Company will
pay, subject to approval by the Board and upon submission of receipts and proper documentation, all reasonable moving costs related
to the relocation of Executive to such new location..



 


		6.	Compensation and Related Matters.



 


		a)	Base Salary. As compensation for the performance by the Executive of his duties hereunder,
the Company shall pay the Executive a minimum base salary (the "Base Salary") of:



		i)	USD $70,000 for the period from June 1st, 2007 to December 31, 2007;



		ii)	USD $120,000 for the 2008 calendar year, and



		iii)	USD $144,000 for the 2009 calendar year, and





		iv)	On January 1, 2010 and for each subsequent twelve (12) month period thereafter, the Executive's
Base Salary will be increased by a the increase in the Cost of Living Index (as defined herein).



For purposes of this Agreement, the
term "Cost of Living Index" shall refer to the percentage change increases only) of the Consumer Price Index ("CPI"),
compiled by the United States Department of Labor, Bureau of Labor Statistics, Washington, D.C.


 


		b)	Annual Bonus/Incentive Compensation. In addition to the Base Salary described in Section
6(a) above, Executive will have an opportunity to earn an annual incentive bonus based on full achievement of certain goals and
objectives which are approved by the Company in its sole discretion.



 


		c)	Additional Benefits.



 


		i)	Vacation. Paid vacation of 4 weeks per year, which vacation shall be taken at such times
as are mutually convenient to Executive and the Company. Executive shall not be entitled to carry over (or be paid out for) any
unused vacation accrued during any calendar year to any succeeding year.



 


		ii)	Expenses. Upon submission of receipts and proper documentation, the Company hereby agrees
to reimburse Executive for expenses incurred by Executive in connection with business travel, including parking, tolls, lodging
and meals, business entertainment, dues, subscription fees, and subject to prior Board approval, membership fees to any professional
association, organization or club related to the Company's business of which Executive is a member or shall become a member during
the Term hereof.



 


		iii)	Automobile. During
                                                                         the term of this Agreement, the Company shall provide
                                                                         Executive with an automobile for his exclusive use for
                                                                         business purposes, and shall pay for all business costs
                                                                         of operation thereof, including but not limited to maintenance,
                                                                         repairs, insurance, fuel, and all other costs necessary
                                                                         and incident thereto. The selection of the make and model
                                                                         of an automobile shall be at the discretion of Executive
                                                                         with the lease cost of the vehicle not to exceed $1,000
                                                                         per month including all taxes.



 


		iv)	Payment. The amounts of Base Salary, incentive compensation, and other payments and benefits
as specified herein shall be paid from time to time in such manner as shall be agreeable between Executive and the Company.



 


		7.	Termination. The Executive's employment hereunder may be terminated as follows:



 


		a)	Death. The Executive's employment shall terminate upon his death, and the date of his death
shall be the Date of Termination.



 


		b)	Disability. If Executive shall fail or become unable to substantially perform his duties
hereunder due to illness or other incapacity (as determined by a medical doctor mutually agreed to by the Executive or his legal
representative and the Company) and such illness or incapacity shall continue for a period of more than 180 consecutive days ("Disability"),
the Company may terminate the Executive's employment hereunder. In this event, the Date of Termination shall be 30 days after notice
of termination is given (provided that the Executive shall not have returned to the performance of his duties on a full-time basis
during such 30 day period).



 


		c)	Cause. The Company may terminate the Executive's employment for cause ("Cause").
For the purposes of this Agreement, Cause shall be defined to include such cause which at law gives rise to the immediate termination
of the Executive's employment without notice or compensation in lieu of notice, and shall include without limiting the generality
of the forgoing:



 


		(1)	the willful failure by the Executive to perform substantially the Executive's duties as an employee
of the Company (other than due to physical or mental illness)



 


		(2)	the Executive's engaging in misconduct that is materially injurious to the Company or any subsidiary
or any affiliate of the Company;



 


		(3)	the Executive's having been charged or convicted of a criminal offence that places into question
the Executive's character or trustworthiness; ;



 


		(4)	the material breach by the Executive of any written covenant or agreement not to compete with the
Company or any subsidiary or any affiliate; or



 


		(5)	the breach by the Executive of his duty of loyalty to the Company.



 


		d)	Termination by Company. The Company may terminate the Executive's employment hereunder at
any time without cause or reason by giving written notice to the Employee, in which event such termination shall become effective
as specified in the written notice of termination.



		e)	Termination by Executive. Executive may terminate his employment hereunder by giving written
notice to the Company, in which event such termination shall become effective 60 days after the giving of written notice thereof,
or earlier as may be specified by the Company after receipt of Executive's Notice of Termination.



 


		f)	Notice of Termination. Any purported termination of the Executive's employment (other than
termination as a result of the Executive's death pursuant to Section 7(a)) shall be communicated by written Notice of Termination
to the other party hereto in accordance with Section 13 hereof. For purposes of this Agreement, a "Notice of Termination"
shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon.



		g)	Termination Benefits. Upon the termination of this Agreement by the Company 
without cause in accordance with Section 7(d), the Company will provide the Executive (at the Company's sole discretion) with either
notice, or a severance payment in lieu of notice based on the total period of the Executive's employment with the Company, calculated
in accordance with the following table::



 


	Period of Employment with Company	Total Notice OR Severance Payment
	Less than 2 years:	6  months' notice OR 6 months' Base Salary in lieu of notice
	2 years or more:	6 months' notice plus 2 additional month's notice for each completed year of employment after 2 years, up to a maximum total of 12 months' notice, OR, 6 months' Base Salary plus 2 additional months' Base Salary for each completed year of employment after 2 years, up to a maximum total of 12 months' Base Salary in lieu of notice


For greater
clarity it is confirmed that:


		i)	the Company shall be under no obligation to pay compensation in lieu of notice, or any other severance,
compensation, bonus, damages, restitution, relocation benefits, or other benefits upon termination of the Executive's employment
in accordance with Sections 7(a) (Death), 7(b) (Disability), 7(c) (Cause) or 7(e) (Termination by Executive); and



		i)	the severance terms set out in the above table are inclusive of and not in addition to any compensation
for length of service or severance to which the Executive may be entitled under any applicable employment standards legislation.
All severance payments in lieu of notice, shall be calculated on the basis of the Executive's Base Salary at the time of the termination
and shall be subject to usual and customary employee payroll practices and all applicable withholding requirements. Except for
the notice or severance payments set out in the above table the Executive shall not be entitled to any further severance, compensation,
bonus, damages, restitution, relocation benefits, or other benefits upon termination of the Executive's employment and any amounts
in excess of any statutory compensation due to the Executive shall not be payable by the Company until the Executive has provide
to the Company a signed Release of All Claims in a form prescribed by the Company.



 


		8.	Non-competition and Confidentiality.



 


		a)	Non-competition. In recognition of the foregoing agreements, in the event that Executive's
employment pursuant to this Agreement is terminated for any reason by either party:



 


		i)	Executive agrees that he shall not for period of 24 months following the date of termination, participate
in the formation, ownership, management, operation or control of, or be connected in any manner with, any existing or proposed
company involved in the development, manufacture, promotion, distribution or sale of GPS related golf equipment (the "Golf
GPS Business"), or any investor group forming or proposing to form a company that engages in the Golf GPS Business in
Canada ; and



 


		ii)	if the termination of Executive is by the Company without cause, Executive agrees that the period
of non-competition described in subparagraph (1) above shall be for a term of 12 months instead of 24 months.



 


		b)	Confidentiality. The Executive acknowledges that he is employed in a senior capacity and
that as such is at all times under a fiduciary obligation to act in the best interest of the Company. The Executive also acknowledges
that he has a duty to maintain in strict confidence all information acquired by the Executive in the course of employment with
the Company which is not public knowledge. Specifically the Executive agrees that "Confidential Information" shall include:



		i)	information regarding the Company's business operations, methods and practices, including marketing
strategies, product pricing, margins and hourly rates for staff, costs and all information regarding the financial affairs, shareholders
and investors of the Company,



		ii)	the names of the Company's customers and clients, the names of the suppliers of products or services
to the Company and the nature of the Company's relationships with such customers, clients and suppliers, and



		iii)	any other trade secret or confidential or proprietary information of the Company including, business
plans, concepts, techniques, processes, designs, data, software programs, formulas, development or experimental work, work in process
or other know-how;



 


The Executive agrees to never during the term of his employment
(other than in the performance of his employment duties) or at any time thereafter:


 


		iv)	to divulge Confidential Information to any third party without the Company's express written consent;



 


		v)	to use the Company's name or any Confidential Information to promote directly or indirectly the
business of any third party;



The Executive agrees to return to the Company immediately
on termination of his employment all of the Company's property and any document containing Confidential Information in the Executive's
possession.


 


		c) 	Non-Solicitation.
                                                                                                                                   The
                                                                                                                                   Executive
                                                                                                                                   also
                                                                                                                                   agrees
                                                                                                                                   that
                                                                                                                                   during
                                                                                                                                   the
                                                                                                                                   term
                                                                                                                                   of
                                                                                                                                   his
                                                                                                                                   employment
                                                                                                                                   with
                                                                                                                                   the
                                                                                                                                   Company,
                                                                                                                                   and
                                                                                                                                   for
                                                                                                                                   a
                                                                                                                                   period
                                                                                                                                   of
                                                                                                                                   24
                                                                                                                                   months
                                                                                                                                   immediately
                                                                                                                                   following
                                                                                                                                   the
                                                                                                                                   Executive's
                                                                                                                                   resignation
                                                                                                                                   or
                                                                                                                                   termination
                                                                                                                                   for
                                                                                                                                   any
                                                                                                                                   reason,
                                                                                                                                   the
                                                                                                                                   Executive
                                                                                                                                   will
                                                                                                                                   not,
                                                                                                                                   directly
                                                                                                                                   or
                                                                                                                                   indirectly,
                                                                                                                                   solicit:



		i)	any current, or prospective Company customer, client, supplier or any other person, firm or corporation
in the habit of dealing with the Company, for the purpose of buying from, selling or supplying to such customer, client, supplier,
person or firm any products or services which are competitive with the Company's Golf GPS Business; or



		ii)	induce or attempt to induce any employee, or consultant of the Company to terminate their employment
or consulting agreement with the Company.



 


		d)	Assignment of Works. The Executive agrees that all designs, inventions, discoveries, improvements,
software, copyright, know-how or other intellectual property, whether or not patentable or copyrightable, created by the Executive:



		i)	at any time during the course of the Executive's employment, or



		ii)	during a 6 month period after termination of the Executive's employment for any reason,



(collectively the “Works”)


shall be the sole and absolute property of the Company.
The Executive hereby irrevocably waives all moral rights in the Works and assigns and transfers to the Company his entire right,
title and interest in such Works. The Executive further agrees to keep and maintain adequate and current
written records of all Works made, which records shall be available at all times to the Company and shall remain the sole property
of the Company. The Executive agrees to assist the Company in obtaining and enforcing, for the Company's benefit, patents, copyrights
and any other protections for all Works. The Executive agrees at the Company's request, to execute, all applications, assignments,
instruments and papers and perform all acts that the Company deems necessary to obtain any patents, copyrights or other protection
in such Works and to protect the Company's interest in the Works.


 


		9.	Assignment. This Agreement shall not be assignable by the Executive. This Agreement may
be assigned by the Company without the prior written consent of the Executive in the following circumstances:



 


		a)	It may be assigned by the Company to any person or entity acquiring all or substantially all of
the assets thereof; and



 


		b)	Company shall have the right to assign all or any portion of its rights hereunder to the any other
subsidiary.



 


		10.	Severability of Provisions. If any of the provisions of this Agreement or the application
of any such provision shall for any reason be held invalid by a court of competent jurisdiction, such invalidity shall not affect
or impair any other provision, it being the intention of the parties that such other provisions shall be and remain in full force
and effect.



 


		11.	Compliance with Applicable Laws. Executive agrees to comply with all laws and regulations
in the conduct of his duties and obligations under this Agreement, and to comply with all regulations, resolutions, and policies
of the Company.



 


		12.	Notices. All notices, requests, demands and other communications provided for by this Agreement
shall be in writing and shall be deemed to have been given at the time when delivered at the addresses set forth below or to such
changed address as such party may have fixed by notice to the other party.



 


If to Company:


 


GolfLogix Systems (US) Inc.


3960 E. Expedition Way


Scottsdale,
Arizona


 


 


If to Executive:


 


Mr. Brad Nightingale


1472 Weeping Willow


Oakville, ON


L6M 4N9


 


		13.  	No
                                                                                                                                Conflict
                                                                                                                                with
                                                                                                                                Prior
                                                                                                                                Obligations.
                                                                                                                                The
                                                                                                                                Executive
                                                                                                                                hereby
                                                                                                                                represent
                                                                                                                                and
                                                                                                                                warrant
                                                                                                                                to
                                                                                                                                the
                                                                                                                                Company
                                                                                                                                that
                                                                                                                                he
                                                                                                                                is
                                                                                                                                not
                                                                                                                                a
                                                                                                                                party
                                                                                                                                to
                                                                                                                                any
                                                                                                                                agreement,
                                                                                                                                or
                                                                                                                                otherwise
                                                                                                                                bound
                                                                                                                                by
                                                                                                                                any
                                                                                                                                duty
                                                                                                                                to
                                                                                                                                another
                                                                                                                                party
                                                                                                                                that
                                                                                                                                may,
                                                                                                                                in
                                                                                                                                any
                                                                                                                                way,
                                                                                                                                restrict
                                                                                                                                the
                                                                                                                                Executive's
                                                                                                                                right
                                                                                                                                or
                                                                                                                                ability
                                                                                                                                to
                                                                                                                                enter
                                                                                                                                into
                                                                                                                                this
                                                                                                                                Agreement
                                                                                                                                or
                                                                                                                                perform
                                                                                                                                the
                                                                                                                                Executive's
                                                                                                                                employment
                                                                                                                                duties
                                                                                                                                under
                                                                                                                                this
                                                                                                                                Agreement.
                                                                                                                                The
                                                                                                                                Executive
                                                                                                                                further
                                                                                                                                represent
                                                                                                                                and
                                                                                                                                warrant
                                                                                                                                that
                                                                                                                                in
                                                                                                                                performing
                                                                                                                                the
                                                                                                                                Executive's
                                                                                                                                employment
                                                                                                                                duties
                                                                                                                                under
                                                                                                                                this
                                                                                                                                Agreement
                                                                                                                                he
                                                                                                                                will
                                                                                                                                not
                                                                                                                                disclose
                                                                                                                                or
                                                                                                                                use
                                                                                                                                any
                                                                                                                                confidential
                                                                                                                                information
                                                                                                                                belonging
                                                                                                                                to
                                                                                                                                any
                                                                                                                                prior
                                                                                                                                employer
                                                                                                                                or
                                                                                                                                other
                                                                                                                                persons
                                                                                                                                or
                                                                                                                                entities.



 


		14.	Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the
Company, its successors and assigns, and any corporation which may acquire all or substantially all of the Company's assets or
into which the Company may be consolidated or merged, and shall inure to the benefit of Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees. Upon the Executive's death, all amounts to which
he is entitled hereunder, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the
Executive's devisee, legatee, or other designee, or, if there be no such designee, to the Executive's estate.



 


		15.	Governing Law/Consent to Jurisdiction. This Agreement shall be governed by and construed
in accordance with the laws of the Province of British Columbia, Canada. The parties hereto agree to consent to the jurisdiction
and venue of the courts of the Province of British Columbia.



 


		16.	Entire Agreement. This Agreement represents the entire agreement of the parties, and supersedes
all prior understandings and agreements between the parties relating to the subject matter of the employment of Executive. Subject
to changes to the Executive's position, compensation or benefits, this Agreement may not be modified or amended except by an instrument
in writing signed by all of the parties hereto. It is further acknowledged that should the Executive's position, compensation or
benefits change over time, it is agreed that this Agreement shall be deemed to have been amended to incorporate such changes. For
greater certainty it is however confirmed that any changes to the Executive's position, compensation or benefits during the Executive's
employment with the Company shall not affect in any way the continued validity of the remaining provisions of this Agreement, including
without limitation the Confidentiality, Non-Solicitation, Assignment of Works and Termination provisions of this Agreement.



 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on the day and year above first written.


 


 


WITNESS:





 





	_________________________________	 	_________________________________
	 	 	BRAD NIGHTINGALE
	 	 	 
	GOLFLOGIX SYSTEMS (US) INC.	 	 
	 	 	 
	_________________________________	 	_________________________________
	NAME and POSITION	 	SIGNATURE