STRICTLY
CONFIDENTIAL


Exhibit
10.21




TERMINATION,
RELEASE AND GPS CART SYSTEMS AGREEMENT




This
TERMINATION, RELEASE AND GPS CART SYSTEMS AGREEMENT, dated as of March 26, 2009
(this “Agreement”), is by
and between Leisurecorp LLC, a Dubai limited liability company (“Leisurecorp”), and
GPS Industries, Inc., a Nevada corporation (“GPSI”).




WITNESSETH




WHEREAS,
Leisurecorp and GPSI entered into that certain Contract Agreement (Minor Works),
dated as of October 30, 2007 (Contract No. N019-100-02) (the “2007 Contract”), with
respect to the design, supply, delivery and installation of a Wi-Fi Network and
GPS Management System in relation to the Jumeirah Golf Estates - Phase A Project
(the “Project”);
and




WHEREAS,
the parties desire to terminate the 2007 Contract, to release each other from
all liabilities and ongoing obligations thereunder and to set forth a new
agreement with regard to the Project.




AGREEMENT




NOW,
THEREFORE, the parties agree as follows:




ARTICLE
I




TERMINATION
OF 2007 CONTRACT AND MUTUAL RELEASE




Section
1.1  Termination of 2007
Contract.  Each of GPSI and Leisurecorp hereby agrees that from
and after the date hereof the 2007 Contract (and for the avoidance of doubt, the
documents deemed to form and be read and construed as part of the 2007 Contract,
including the Appendix, the Letter of Acceptance, the Acceptance Statement, the
General Conditions of Contract, Drawings, Specifications and Bills of
Quantities, in each case as defined in the 2007 Contract) shall hereby be
terminated and of no further force or effect and that as a result neither party
thereto shall have any continuing obligations thereunder.




Section
1.2  Mutual
Release.




(a)  From and
after the date hereof, GPSI, on behalf of itself and the GPSI Parties (as
defined below), hereby fully, unconditionally, completely, irrevocably and
forever releases, discharges and holds harmless (i) Leisurecorp, its current and
former parents, subsidiaries and other affiliated entities and (ii) each of
their respective current and former directors, officers, employees, agents,
successors and assigns (collectively, the “Leisurecorp Parties”)
from any and all manner of claims, demands, encumbrances, agreements, contracts,
covenants, promises, actions, variances, trespasses, suits, causes of action,
controversies, obligations, debts, dues, sums of money, accounts, attorneys’
fees, reckonings, bonds, bills, specialties, damages, judgments, expenses,
executions, orders, affirmative defenses and other obligations or liabilities of
whatever kind or nature, direct or indirect, whether in law, equity or
otherwise, whether or not now known, suspected or claimed (together, “Claims” and
individually, a “Claim”), which any
GPSI Party (as defined below) ever had, now has, may hereafter have or claims to
have against any or all of the Leisurecorp Parties, directly or indirectly,
arising from or related to the 2007 Contract.




(b)  From and
after the date hereof, Leisurecorp, on behalf of itself and the Leisurecorp
Parties, hereby fully, unconditionally, completely, irrevocably and forever
releases, discharges and holds harmless (i) GPSI, its current and former
parents, subsidiaries and other affiliated entities and (ii) each of their
respective current and former directors, officers, employees, agents, successors
and assigns (collectively, the “GPSI Parties”) from
any and all manner of Claims, which any Leisurecorp Party ever had, now has, may
hereafter have or claims to have against any or all of the GPSI Parties,
directly or indirectly, arising from or related to the 2007
Contract.




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(c)  Each of
Leisurecorp and GPSI, on behalf of itself and the Leisurecorp Parties and GPSI
Parties, as applicable, acknowledges and recognizes that it may have some Claim
of which it is or they are totally unaware and unsuspecting, which it is, on
behalf of itself and them, surrendering as of the date hereof by execution of
this Agreement.  It is the express intention of each of Leisurecorp
and GPSI by the execution and delivery of this Agreement, that effective as of
the date hereof, each party shall release and deprive itself, on behalf of
itself and the Leisurecorp Parties and GPSI Parties, as applicable, of all
Claims with respect to the 2007 Contract and the right to make any such Claims
as of the date hereof and at any time hereafter.  The mutual release
provided for in this Section 1.2 is intended to be construed in the broadest
possible manner and shall be given effect and enforced to the fullest extent
permitted by applicable law.




Section
1.3  Exceptions to Mutual
Release.  Notwithstanding any provision to the contrary
contained herein, neither GPSI nor Leisurecorp shall be deemed to be releasing
or discharging any Claim that either of them (or the Leisurecorp Parties or GPSI
Parties, as applicable) may hereafter have or claim to have against the other
parties arising from this Agreement.




Section
1.4  Covenant Not to
Sue.  Each of GPSI and Leisurecorp, on behalf of itself and the
Leisurecorp Parties and GPSI Parties, as applicable, hereby agrees not to bring
any action or file any complaint or grievance of any kind or nature in or with
any judicial, administrative, or other tribunal, agency or instrumentality
alleging any Claim released and discharged under Section 1.2.




ARTICLE
II




GPS CART
SYSTEMS




Section
2.1  GPS Cart
Systems.  In consideration of the termination of the 2007
Contract pursuant to Section 1.1, and the release and discharge granted pursuant
to Section 1.2(b), GPSI shall procure, deliver and install two 80 unit GPS cart
systems (the “GPS Cart
Systems”) for the Project no later than 1 July 2009, and take such other
actions and provide such other hardware, software and services, in all such
cases on and subject to the terms set forth in Exhibit A to this
Agreement.




Section
2.2  GPS Cart Systems
Payment.  In consideration of the termination of the 2007
Contract pursuant to Section 1.1, and the release and discharge granted pursuant
to Section 1.2(a), Leisurecorp shall pay to GPSI, no later than one business day
after the date of this Agreement, an amount in cash equal to US$575,000, by wire
transfer of immediately available funds to such account as GPSI may
direct.




ARTICLE
III




MISCELLANEOUS




Section
3.1  Notices.  All
notices, requests and other communications under this Agreement must be in
writing and will be deemed to have been duly given upon receipt to the parties
at the following addresses or facsimiles (or at such other address or facsimile
for a party as shall be specified by the notice):




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If to
Leisurecorp or the Leisurecorp Parties:




c/o
Leisurecorp LLC


Emirates
Towers, Level 4


Sheikh
Zayed Rod


PO Box
17000


Dubai,
United Arab Emirates


Attention:
Osama Audi


Fax: +971
4 367 9584







If to
GPSI or the GPSI Parties:




c/o GPS
Industries, Inc.


5500-152nd
Street


Suite
214


Surrey


BC,
Canada V3S 5JP


Attention:
David Chessler


Fax: +1
604 576 7460





Section
3.2  Entire
Agreement.  This Agreement and the exhibit hereto supersede all
prior and contemporaneous discussions and agreements, both written and oral,
between the parties with respect to the subject matter of this Agreement and
constitute the sole and entire agreement between the parties to this Agreement
with respect to the subject matter of this Agreement.




Section
3.3  Interpretation.




(a)  When a
reference is made in this Agreement to an Article or a Section, such reference
shall be to an Article or a Section of this Agreement unless otherwise
indicated.




(b)  The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.




(c)  The
parties have participated jointly in negotiating and drafting this
Agreement.  If an ambiguity or a question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties,
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provisions of this
Agreement.




(d)  The words
“include,” “includes” or “including” shall be deemed to be followed by the words
“without limitation.”




(e)  The words
“hereof,” “herein” and “hereunder” and words of similar import, when used in
this Agreement, refer to this Agreement as a whole and not to any particular
provision of this Agreement.




(f)  The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms.




(g)  References
to a person are also to its permitted successors and assigns.




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(h)  The use
of “or” is not intended to be exclusive unless expressly indicated
otherwise.




Section
3.4  Expenses.  Each
party will pay its own costs and expenses incurred in connection with the
negotiation and execution of this Agreement and performance of the transactions
contemplated by this Agreement.




Section
3.5  Waiver.  Any
term or condition of this Agreement may be waived at any time by the party that
is entitled to the benefit thereof, but no such waiver shall be effective unless
set forth in a written instrument duly executed by or on behalf of the party
waiving such term or condition.  No waiver by any party of any term or
condition of this Agreement, in any one or more instances, shall be deemed to be
or construed as a waiver of the same or any other term or condition of this
Agreement on any future occasion.  All remedies, either under this
Agreement or by law or otherwise afforded, will be cumulative and not
alternative.




Section
3.6  Amendment.  This
Agreement may be amended, supplemented or modified only by a written instrument
duly executed by or on behalf of each party to this Agreement.




Section
3.7  No Third-Party
Beneficiary.  The terms and provisions of this Agreement are
intended solely for the benefit of each party hereto and their respective
successors or permitted assigns, and it is not the intention of the parties to
confer third-party beneficiary rights upon any other Person other than as set
forth in Section 1.2 above.




Section
3.8  Assignment; Binding
Effect.  Neither this Agreement nor any right, interest or
obligation under this Agreement may be assigned by any party to this Agreement
by operation of law or otherwise without the prior written consent of the other
party to this Agreement and any attempt to do so will be
void.  Subject to the foregoing, this Agreement is binding upon,
inures to the benefit of and is enforceable by the parties to this Agreement and
their respective successors and assigns.




Section
3.9  Invalid
Provisions.  If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof, (c) the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a
legal, valid and enforceable provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible.




Section
3.10  GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS APPLICABLE IN THE EMIRATE OF DUBAI.




Section
3.11  Specific
Performance.  The parties hereto agree that if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached, irreparable damage would occur, no
adequate remedy at law would exist and damages would be difficult to determine,
and that the parties shall be entitled to specific performance of the terms of
this Agreement, in addition to any other remedy at law or equity.




Section
3.12  Counterparts.  This
Agreement may be executed and delivered in one or more counterparts and by the
different parties to this Agreement in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.




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remainder of this page is intentionally left blank.]














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IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed by their respective authorized
signatories thereunto duly authorized as of the date first written
above.




LEISURECORP
      LLCBy:Name:Title:










LEISURECORP
      LLCBy:Name:Title:










GPS
      INDUSTRIES, INC.By:Name:Title:







Exhibit
A





GPS
CART SYSTEMS





The
following items will be delivered by GPSI:





Hardware:


·
            165
      x HD/MAX cart-mounted GPS units - hybrid Wi-Fi and Digital Spread Spectrum
      GPS system units with built in GPRS capable SIM
  card


·
            165
      x Cart mounting brackets


·
            165
      x Cart power supplies


·
            165
      x Protective covers


·
            1 x
      Club house computer


·
            1 x
      Colour scorecard printer


·
            1 x
      Kitchen printer


·
            1 x
      Indoor WiFi access points


·
            1 x
      Outdoor WiFi access points








Software:


·
            Tournament
      Management Software


·
            Inforemer
      Ad Manager - Tournament Specific
Advertising


·
            Real-time
      Scoring/Leader board


·
            Reports


·
            36
      hole course flyovers








Services


·
            10
      year software license


·
            Training
      - GPSI will carry out formal training sessions covering the
      following:


o
            Hardware
      maintenance and troubleshooting


o
            Software
      maintenance and troubleshooting


o
            Software
      reference data maintenance


o
            Reporting


·
            1
      year hardware warranty, which
covers:


o
            All
      damage to GPSI-provided hardware, excluding damage through
      misuse


·
            1
      year annual maintenance, which
covers:


o
            Correction
      of Malfunctions


o
            supply
      of available updates and access to GPSI telephone support services for the
      Administrator designated by the
Client


o
            The
      installation of new updates and corrections of malfunctions (carried out
      by the Client with the help of a CD-ROM sent by
  GPSI)








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