Exhibit
10.26





AGREEMENT





THIS AGREEMENT (this “Agreement”) is
made as of 3 February 2009 by and between David L. Chessler, individually
(“Executive”), DC Leasing, LLC d/b/a ProView GPS Technologies (“ProView”) and
GPS Industries, Inc. (the “Company”).





WHEREAS, the Company is in the business
of designing and selling GPS enabled wireless golf course management systems
(“GPS Systems”) to golf courses;





WHEREAS, Executive is employed by the
Company as its chief executive officer;





WHEREAS, Executive is also the
principal and manager of ProView;





WHEREAS, ProView, prior to Executive’s
employment with the Company and through the present, is, independent of
Executive’s employment with the Company, in the business of placing GPS Systems
on golf courses (Executive’s GPS Systems are referred to as “ProView
Systems”).





WHEREAS, the Company presently offers
its latest model GPS System to golf courses under non-traditional leases based
on per-round fees and optional pay per round structures which are financed by a
lease financier;





WHEREAS, the Company also offers
refurbished GPS Systems to golf courses but the Company is currently unable to
offer such refurbished GPS Systems under any lease structure other than
traditional capital equipment leases;





WHEREAS, the Company’s competition has
offered to potential customers refurbished GPS Systems to golf courses under
non-traditional lease structures such as fee per rounds;





WHEREAS, ProView has in the past sold,
and in the future plans to “sell,” the ProView System to golf course customers
under non-traditional leases on a case by case basis in the ordinary course of
its business;





WHEREAS, in order to allow the Company
to match its competitors’ product offerings, the parties desire to enter into
this Agreement.





NOW
THEREFORE, the parties agree as follows:




1.  The term
of this agreement (the “Term”) shall run concurrently with Executive’s
employment with the Company.  If and when Executive’s employment with
the Company terminates, this Agreement shall also terminate and all obligations
arising hereunder shall terminate.





2.  The
Company will offer ProView Systems to golf course customers on a non-exclusive
basis and solely as a “final option;” i.e., if the customer has rejected offers
for Company GPS Systems or has indicated it will go with a competitor’s lower
cost solution.





3.  The
Company agrees and acknowledges that Executive and Executive’s affiliated
leasing companies will also market the ProView Systems through their own sales
and marketing channels independent of Company.










4.  Compensation.




a.  For each
ProView System “sold” by the Company during the Term Pursuant to this Agreement,
ProView shall pay to the Company a commission in an amount equal to ten percent
(10%) of the net present value of the projected lease stream generated by the
lease (the “Commission”).  The NPV will be calculated by discounting
using an imputed interest rate of the PRIME rate published by the Wall Street
Journal.





b.  The
Company will pay its sales representative out of the proceeds of the
Commission.





c.  If a golf
course customer renews or extends at the conclusion or termination of a contract
under which a Commission was paid to the Company hereunder, ProView will pay an
additional Commission, calculated as referenced above.





5.  The
Company will service the ProView Systems at no charge in a commercially
reasonable manner and in no case at a lower standard than it services its own
golf course customers; provided however, ProView will provide all hardware and
components required therefore.





6. ProView
will pay all installation costs for installing ProView Systems sold by the
Company hereunder.





7.  The
Company will own all of ProView’s advertising rights on and for the ProView’s
System for the Term, but only to the extent not already transferred to the golf
course customer or another third party.





8.  Miscellaneous.





a.  This
Agreement and its exhibits contain the entire agreement between the parties and
may not be modified, amended or changed except by written instrument signed by
duly authorized executives of each party and designated as an
amendment.





b.  The
failure by any party at any time to require performance by any other party or to
claim a breach of any provision of this Agreement shall not be construed as
affecting any subsequent breach or the right to require performance or to claim
a breach with respect thereto.





c.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida, without regard to conflicts of law.  Each of the
parties hereto irrevocably consents to the exclusive jurisdiction and venue of
any court located within Sarasota County in the State of Florida, to the
exclusion of any other court or tribunal, in connection with any matter based
upon or arising out of this Agreement or the matters contemplated herein or
therin, agrees that process my be served upon them in any manner authorized by
the laws of the State of Florida for such persons and waives and covenants not
to assert or plead any objection which they might otherwise have to such
jurisdiction and venue and such process.





d.  If any
provision of this Agreement shall be held to be invalid or unenforceable, such
provisions shall not affect in any respect the validity or enforceability of the
remainder of this Agreement unless the invalidity materially affects the ability
of any party to perform as contemplated hereunder.





e.  The
parties agree that this Agreement was fully negotiated by the parties;
therefore, no provision of this Agreement shall be interpreted against any party
because such party or its legal representative drafted such
provision.





f.  This
Agreement may be executed in counterparts and each shall be deemed an
original.










Remainder
of page blank; signature page to follow.





















IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have
each caused to be affixed hereto its hand and seal as of the date first
referenced above.


COMPANY:
                
                EXECUTIVE:GPS
      Industries, Inc.
                
                David
      L. Chessler, individuallyBy:
                /s/
      J. Benjamin E. Porter
                
                By:
                /s/
      David L. ChesslerJ.
      Benjamin E. Porter
                
                
                David
      L. ChesslerIts:
                President
      and COODC
      LEASING, LLC d/b/a PROVIEWGPS
      TECHNOLOGIESBy:
                /s/
      David L. ChesslerDavid
      L. ChesslerIts:
                Manager