CREDIT AGREEMENT


         THIS CREDIT AGREEMENT (the  "Agreement") is made and entered into as of
December 3, 2004,  by and between GPS  Industries,  Inc.,  a Nevada  corporation
("Borrower"),  and Great White Shark Enterprises, Inc. and/or its assignee ("the
Lender"), with reference to the following:

                                   WITNESSETH:

         WHEREAS,  the  Lender  desires  to make a Term  Loan to  Borrower,  and
Borrower desires to borrow from the Lender the amount of such Term Loan, subject
to and in accordance with the terms and conditions set forth herein,  and in the
Note and the Security Agreement; and

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable  consideration,  the delivery,
receipt,  and  sufficiency of which is hereby  acknowledged,  the parties hereto
agree as follows:
1. Certain Defined Terms.  As used in this Agreement,  the following terms shall
have the following meanings:

         "Business  Day" means a day (a) other than Saturday or Sunday,  and (b)
on which  commercial  banks are open for business in New York, New York, and Los
Angeles, California.

         "Closing  Date"  means the date each of the  conditions  precedent  set
forth in Section 5 hereof is fully satisfied.

         "Collateral"  means  subject to Section 10, a first  recorded  priority
security  interest in (a) all of the shares of the capital stock of Optimal Golf
Solutions,  Inc.  ("Optimal")  acquired  by the  Borrower  pursuant to the Stock
Purchase  Agreement  dated as of November  19, 2004 between the Borrower and the
former  shareholders  of  Optimal  (the  "Shareholders')  and (b) all  rights of
Borrower  to the  "Pinranger"  patents  listed  on  Schedule  A (the  "Pinranger
Patents")  acquired by the Borrower  pursuant to an Agreement dated July 2, 2004
between the Borrower and Pinranger (Australia) Pty. Ltd. And PagiSat, LLC..

         "Common Stock" means the Common Stock of the Borrower.

         "Event of Default" has the meaning set forth in Section 8.

         "Interest Rate" has the meaning set forth in Section 2(b).

         "License Payments" has the meaning set forth in Section 2(c).

<PAGE>

         "Lien" means any mortgage,  deed of trust,  pledge,  security interest,
assignment,  deposit  arrangement,  charge or  encumbrance,  lien  (statutory or
other),  or other  preferential  arrangement  (including any conditional sale or
other title retention  agreement,  any financing lease having  substantially the
same  economic  effect  as any of the  foregoing  or any  agreement  to give any
security interest).

         "Material  Adverse Effect" shall have the meaning assigned to such term
in Section 3(a).

         "Maturity Date" means November 15, 2011.

         "Merchandising Agreement" has the meaning set forth in Section 11(j).

         "Note" has the meaning set forth in Section 2(e).

         "Optimal  Patents"  means  the  patents  listed on  Schedule  B and all
amendments, modifications or extensions to these patents thereof.

         "Pinranger  Patents"  means the  patents  listed on  Schedule A and all
amendments, modifications or extensions to these patents thereof.

         "Person" means an individual,  corporation,  limited liability company,
partnership,  joint venture,  trust,  unincorporated  organization  or any other
juridical entity.

         "Secured  Obligations"  has the  meaning  assigned  to such term in the
Security Agreement.

         "Security  Agreement"  means that  Security  Agreement  by and  between
Borrower  and Lender,  for the  benefit of the Lender,  in the form of Exhibit B
attached hereto.

         "Shares" has the meaning set forth in Section 6(e).

         "Subsidiaries"  means, with respect to any specified Person,  any other
Person (1) whose board of directors  or similar  governing  body,  or a majority
thereof,  may presently by directly or  indirectly  elected or appointed by such
specified  Person,  (2) whose  management  decisions and  corporate  actions are
directly or indirectly  subject to the present control of such specified Person,
or (3) whose voting securities are more than 50% owned,  directly or indirectly,
by such specified Person.

         "Term Loan" has the meaning set forth in Section 2(a).

         "Warrant" has the meaning set forth in Section 6(d).

         "Warrant  Shares" means the shares of Borrower's  Common Stock issuable
pursuant to the exercise of the  Warrant.


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<PAGE>

2. Amount and Terms of the Term Loan.

                  (a) Term Loan Advance.  Subject to the terms and conditions of
this  Agreement,  the Lender hereby agrees to make a loan to Borrower (the "Term
Loan") in the amount of Three Million Dollars  (US$3,000,000),  which amount may
be repaid at any time prior to the Maturity Date without premium or penalty, but
may not be reborrowed once repaid.  Loan payments shall be first applied against
accrued interest and then to the principal balance.  The Term Loan shall be made
as  follows:  (a)  $1,000,000  on November  21, 2004  receipt of which is hereby
acknowledged; and (b) $2,000,000 on December 3, 2004 less any outstanding amount
owed to Lender as of December 31, 2004

                  (b) Interest Rate and Interest  Payments.  Borrower  shall pay
simple interest on the unpaid principal amount of the Term Loan from the date of
the  applicable  advance,  at a rate equal to ten  percent  (10%) per annum (the
"Interest Rate").  Interest on the outstanding principal amount of the Term Loan
shall  accrue and be paid  monthly  in cash or shares of Common  Stock at Lender
option.  Should  Lender  choose to receive  shares,  the  interest  rate will be
adjusted to 15% for the period  selected and the shares priced at a 15% discount
to market, using the average of the daily close for the three trading days prior
to the end of the monthly  period for which  interest is due.  Interest shall be
calculated on the basis of a monthly  opening and closing balance divided by two
in order to arrive at the amount of interest to be charged for each month,  with
interest to be paid by the fifteenth (15th) day of the subsequent month.  During
2004,  interest  will be prorata  from  November  19, 2004 to December 31, 2004.
Notwithstanding  anything  herein to the contrary,  Borrower  shall pay Lender a
minimum  of  $300,000  in  total  interest  (the  "Minimum   Interest   Amount")
irrespective of when the full amount of the Term Loan and interest are repaid.

                  (c)  Participation in Royalty Stream.  Commencing  December 4,
2004, Lender shall receive all payments  ("License  Payments") under all license
agreements  between  Optimal  as  licensor  and any  licensee  now  existing  or
hereinafter  entered into with respect to the patents  listed on Schedule B (the
"Optimal  Patents").  All payments shall be made to Optimal Golf Solutions,  C/O
Great White Shark  Enterprises or such other account as nominated by the Lender.
The License  Payments  received by Lender shall be first applied against accrued
interest and then to the principal balance.  Once the Term Loan is paid in full,
for a period of two years from such date,  Lender  will  receive  20% of License
Payments and  thereafter  40% of License  Payments for the remaining life of the
Patents.  The amounts received in connection with the enforcement of the Optimal
Patents  shall  also be paid to Lender in  accordance  with the  above-mentioned
formula.  All legal costs  associated  with  securing  License  Payments and the
enforcement of the Optimal Patents will be borne by the Borrower.  To the extent
that,  during any calendar  year  commencing  January 1, 2005,  the total annual
License  Payments  hereunder  do not result in $500,000 to Lender (the  "Minimum
License Payment"),  then, upon notice to Borrower, the shortfall will be paid to
Lender in equal monthly  payments over the next calendar year,  above and beyond
the  following  year's  Minimum  License  Payment.  Additionally,  any  payments
received  from License  Payments or  infringement  payments  from the  Pinranger


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<PAGE>

Patents  will  be  paid  by the  Borrower  on a  country-by-country  basis.  The
Borrower's  legal  expense  will be  reimbursed  from the  first  proceeds  on a
country-by-country  basis after which any awards or licensing fees will be split
on a 50/50 basis between the Borrower and Lender,  of which  Lender's share will
be applied to the repayment of the Term Loan.  After the Term Loan has been paid
in full,  including  all accrued  interest,  the Borrower  shall have no further
obligation to the Lender regarding the Pinranger Patents,  and furthermore,  the
Lender will assign ownership of the Pinranger patents to the Borrower.

                  (d) Maturity  Date.  Any balance of the Term Loan and interest
outstanding (including the remaining balance of the Minimum Interest Amount), if
any, as of November 15, 2011 will be repaid by Borrower in cash immediately.

                  (e)  Promissory  Note.  The Term Loan shall be  evidenced by a
promissory  note (the "Note") in the form of Exhibit "A" attached  hereto,  duly
executed and delivered to Lender by Borrower.

                  (f)  Limitation on Interest  Rate. In no  contingency or event
whatsoever  shall the  aggregate of all amounts  deemed  interest  hereunder and
charged or  collected by the Lender or any holder of the Note exceed the highest
rate permissible under any law which a court of competent jurisdiction shall, in
a final  determination,  deem applicable  hereto. In the event that such a court
determines that the Lender has charged or received  interest  hereunder or under
the Note in excess of the highest  applicable rate, the rate in effect hereunder
and under the Note shall  automatically be reduced to the maximum rate permitted
by applicable  law and the Lender shall apply all interest paid in excess of the
maximum  lawful  rate  to  the  principal  balance  of the  amounts  outstanding
hereunder  and under the Note.  It is the  intent  of the  parties  hereto  that
Borrower not pay or contract to pay, and that the Lender not receive or contract
to receive, directly or indirectly in any manner whatsoever,  interest in excess
of that which may be paid by Borrower to Agent and the Lender  under  applicable
law.

         3.  Representations and Warranties of Borrower.  In order to induce the
Lender to enter  into  this  Agreement  and to make the Term  Loan  contemplated
hereunder, Borrower hereby represents and warrants to the Lender as follows:

                  (a) Legal Status. Borrower is a corporation,  validly existing
in good standing under the laws of its state of its incorporation.  The Borrower
has all requisite  power and authority to own,  lease and operate its respective
properties and assets and to carry on its business as presently conducted and as
presently  proposed  to be  conducted.  The  Borrower is duly  qualified  and is
authorized  to do business and is in good standing as a foreign  corporation  in
all  jurisdictions  in which the nature of its  activities and of its properties
(both owned and leased)  makes such  qualification  necessary,  except for those
jurisdictions  where the  failure to be so  qualified  would not  reasonably  be
expected to have, individually or in the aggregate, a material adverse effect on
the  condition  (financial  or  otherwise),   operations,   businesses,  assets,
liabilities,  earnings  or  prospects  of  the  Borrower  (a  "Material  Adverse
Effect").

                  (b) Authorization and Validity.  This Agreement,  the Security
Agreement,  the Warrant and the Note have been duly  authorized,  and upon their
execution and delivery in accordance with the provisions hereof and thereof will


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<PAGE>

constitute  legal,  valid and binding  agreements  and  obligations of Borrower,
enforceable in accordance  with their  respective  terms.

                  (c) No Conflict.  The execution,  delivery, and performance by
Borrower of this Agreement,  the Security Agreement, the Warrant and the Note do
not and will not  conflict  with the terms of the Articles of  Incorporation  or
bylaws of Borrower,  violate any provision of any  judgment,  decree or order of
any court or governmental authority by which Borrower is bound, or any provision
of any law or  regulation  applicable  to Borrower,  or result in a breach of or
constitute  a  default  under  any  contract,  obligation,  indenture,  or other
instrument to which Borrower is a party or by which Borrower may be bound.

                  (d) No Consents.  The execution,  delivery, and performance by
Borrower of this Agreement,  the Security Agreement, the Warrant and the Note do
not and will not require any  authorization,  approval,  or other  action by, or
notice to or filing with, any  governmental  authority,  regulatory body, or any
other person or entity.

                  (e) Pinranger Patents. The Borrower is the beneficial owner of
the Pinranger Patents free and clear of any Liens.

                  (f) Borrower  will  indemnify  Lender for any legal action and
loss of income as a result of any action taken by PPL against Optimal/Houston in
relation  to PPL's  dealings  with  Optimal/Houston  PPL to acquire  the Optimal
Patents.

         4. Representations and Warranties of Lender.

         Lender hereby represents and warrants to Borrower:

                  (a)  Investment  Purposes;  Compliance  with  Securities  Act.
Lender is  acquiring  the Note,  the  Warrant  and the Shares for  Lender's  own
account, for investment only and not with a view towards, or in connection with,
the public sale or distribution  thereof,  except  pursuant to sales  registered
under or exempt from the  Securities  Act of 1933,  as amended (the  "Securities
Act").

                  (b) Accredited Lender Status. Lender is an "accredited Lender"
as  that  term  is  defined  in  Rule  501  (a) of  Regulation  D.  Lender  is a
sophisticated  Lender and has such  knowledge  and  experience  in financial and
business  matters that the Lender is capable of evaluating  the merits and risks
of an investment made pursuant to this Agreement.

                  (c) Reliance on Exemptions.  Lender  understands the Note, the
Warrant  and the Shares are being  offered  and sold to in  reliance on specific
exemptions from the  registration  requirements of the applicable  United States
federal and state  securities  laws and that  Borrower is relying upon the truth
and accuracy of, and Lender's compliance with, the representations,  warranties,
acknowledgments,  understandings,  agreements  and  covenants  of the Lender set
forth herein in order to determine the  availability  of such exemptions and the
eligibility of Lender to acquire the Note, the Warrant and the Shares.


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<PAGE>

                  (d)  Information.  Lender and the  advisors of the Lender,  if
any, have been furnished with all material information relating to the business,
finances and  operations  of Borrower and material  information  relating to the
offer and sale of the  Warrant and the Shares  that have been  requested  by the
Lender. Lender and Lender's advisors, if any, have been afforded the opportunity
to ask all such  questions of Borrower as they have in their  discretion  deemed
advisable.  Lender  understands that Lender's  investment in the Warrant and the
Shares involves a high degree of risk. Lender has sought such accounting,  legal
and tax advice as it has considered necessary to an informed investment decision
with respect to the investment made pursuant to this Agreement.

                  (e)  Transfer  or Resale.  Lender  understands  that:  (i) the
Warrant and the Shares have not been registered  under the Securities Act or any
state  securities  laws,  and may not be offered  for sale,  sold,  assigned  or
transferred unless either (a) subsequently  registered  thereunder or (b) Lender
shall  have   delivered  to  the  Company  an  opinion  by  counsel   reasonably
satisfactory  to  the  Company,   in  form,   scope  and  substance   reasonably
satisfactory  to the Company,  to the effect that the Shares and/or the Warrant,
as the case may be, to be sold, assigned or transferred may be sold, assigned or
transferred pursuant to an exemption from such registration,  and (ii) except as
expressly provided herein, neither the Company nor any other person is under any
obligation to register such Shares,  the Warrant Shares and/or the Warrant under
the Securities Act or any state  securities laws or to comply with the terms and
conditions of any exemption thereunder.

                  (f) Legends.  The Warrant,  the Shares and the Warrant  Shares
shall bear the following legend:

"THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED,  OR, IF APPLICABLE,  STATE  SECURITIES  LAWS.  THIS SECURITY MAY NOT BE
SOLD,  OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION  STATEMENT OR AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO GPS
INDUSTRIES,  INC. THAT SUCH  REGISTRATION  IS NOT REQUIRED."

                  (g) Authorization;  Enforcement.  This Agreement has been duly
and validly  authorized,  executed  and  delivered  by Lender and is a valid and
binding agreement of Lender enforceable in accordance with its terms.

         5. Covenants. Borrower hereby covenants and agrees as follows:

                  (a)  Punctual  Payments.   Punctually  pay  the  interest  and
principal with respect to the Term Loan as provided herein and in the Note.

                  (b) Existence.  Do or cause to be done all things necessary to
preserve,  renew and keep in full force and effect its existence and comply with
the provisions of all documents  pursuant to which it is organized  and/or which
govern its continued  existence;  maintain all licenses,  permits,  governmental
approvals,  rights,  privileges, and franchises necessary for the conduct of its
business;  and  conduct its  business  in an orderly  and regular  manner and in


                                       6
<PAGE>

accordance with all laws,  rules,  regulations,  and orders of any  governmental
authority having jurisdiction over it or its business.

                  (c) Books and Records.  Maintain adequate books and records in
accordance with generally accepted accounting  principles  consistently applied,
and permit any representative of Agent or the Lender, at any reasonable time, to
inspect,  audit and examine such books and records,  to make copies of the same,
and to inspect its assets and properties.

                  (d) Indemnification.  Borrower shall defend/pursue all actions
with  respect to the  Optimal  Patent and the  Pinranger  Patent and pay for all
legal costs with respect  thereto,  and shall hold  hereafter  harmless from all
claims with respect thereto.

                  (e) Pinranger Patents.  Borrower shall use its best efforts to
have record ownership of the Pinranger  Patents  transferred to Borrower as soon
as practicable.

                  (f) Optimal License. Notwithstanding anything herein or in the
Security Agreement to the contrary, Borrower shall have the right to obtain from
Optimal a fully paid license in the Optimal  Patents.  Furthermore,  the parties
agree to discuss in good faith  License  Payment(s)  to Lender for any  business
which  Borrower may contract to which were either an infringer or had previously
paid license fees on the Optimal Patent.

         6.  Conditions  Precedent to Term Loan. The obligation of the Lender to
make the Term Loan shall be subject to the condition precedent that Lender shall
have received each of the following,  each in form and substance satisfactory to
Lender:

                  (a)  This  Agreement,  duly  executed  by all  of the  parties
hereto;

                  (b) The Note, duly executed by Borrower;

                  (c) The Security Agreement, duly executed by Borrower; and

                  (d) A Warrant to purchase  2,000,000 shares of Common Stock of
Borrower in the form of Exhibit C.

                  (e)  3,000,000  Class A restricted  Common  Shares traded on a
United States stock exchange (the "Shares") of the Common Stock of Borrower

                  (f)  Such  additional  supporting  documents  as  Agent or its
counsel, or any Lender or its counsel, may reasonably request.

         7. Survival of  Representations  and  Warranties.  Borrower  covenants,
warrants and  represents  to Agent and the Lender that all  representations  and
warranties of Borrower contained in this Agreement,  the Security Agreement,  or
the Note shall be true at the time of  Borrower's  execution of this  Agreement,
the Security  Agreement and the Note, and shall survive the execution,  delivery
and acceptance  thereof by Agent and the parties  thereto and the closing of the
transactions described therein or related thereto.


                                       7
<PAGE>

         8. Events of Default.  The  occurrence  of any of the  following  shall
constitute an "Event of Default" and shall, at the option of the Lender, require
immediate  payment in full of all sums then remaining unpaid hereunder and under
the:

                  (a)  Failure to Pay the Note.  The  failure of Borrower to pay
any principal, interest or other amount due under the Note when due and payable.

                  (b)  Breach  of  Covenant,  Representation  or  Warranty.  The
failure of Borrower to perform or observe any  covenant,  condition or agreement
contained in this  Agreement or the Security  Agreement  (other than the payment
obligations,  the breach of which  shall be governed  by  subsection  (a) above)
where  such  failure is not cured  within  thirty  (30)  Business  Days,  or any
representation  or  warranty  made or  deemed  made by any of them  under  or in
connection  with this Agreement or the Security  Agreement,  shall prove to have
been false or misleading in any material respect when made.

                  (c)  Insolvency.  Borrower  shall become  insolvent;  admit in
writing its inability to pay its debts as they mature;  make an  assignment  for
the benefit of creditors;  or if bankruptcy proceedings or other proceedings for
relief under any  bankruptcy  law or any law for the relief of debtors  shall be
instituted  by or  against it and,  if  instituted  against  it, the same is not
dismissed within sixty (60) days of the filing thereof.

                  (d)  Dissolution.  Any  order,  judgment,  or decree  shall be
entered against Borrower  decreeing its involuntary  dissolution or split up and
such order shall  remain  undischarged  and  unstayed  for a period in excess of
sixty (60) days; or Borrower shall otherwise dissolve or cease to exist.

         9.  Remedies.  If an Event of  Default  shall  occur,  (a) all  amounts
outstanding  hereunder  or  under  the  Note,  notwithstanding  any term of this
Agreement,  the  Security  Agreement,  or the  Note to the  contrary,  shall  at
Lender's  option and  without  notice to  Borrower  become  immediately  due and
payable,  without  presentment,  demand,  protest or notice of dishonor,  all of
which are hereby  expressly  waived by  Borrower,  and (b) Lender shall have all
rights,  powers and remedies available hereunder,  under the Security Agreement,
or accorded by law,  including without  limitation the right to resort to any or
all  security  for the Secured  Obligations  and to  exercise  any or all of the
rights of a beneficiary or secured party pursuant to applicable law. All rights,
powers and remedies of Lender in connection  with this  Agreement,  the Security
Agreement,  and the Note may be exercised at any time by Lender and from time to
time  after  the  occurrence  of an Event of  Default,  are  cumulative  and not
exclusive,  and shall be in  addition  to any other  rights,  powers or remedies
provided by law or equity.


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<PAGE>

         10. Security. As security for the obligations of Borrower hereunder and
under the Note, Borrower shall grant to Lender, on behalf of and for the benefit
of the Lender,  a security  interest in the Collateral  pursuant to the Security
Agreement.  Lender  shall  obtain  a second  security  interest  in the  Optimal
Patents. If Borrower shall become in default with the first security interest in
the Optimal  patents,  Lender  shall have the right to cure the  default  within
thirty  (30) days.  This cure of the default  will enable  Lender to possess the
first security interest to the extent of the cured default.

         11.  Miscellaneous.

                  (a) Failure or Indulgence  Not Waiver.  No failure or delay on
the part of Agent, Lender, or any holder of a Note in the exercise of any power,
right or privilege  hereunder shall operate as a waiver  thereof,  nor shall any
single or partial exercise thereof or of any other right, power or privilege.

                  (b) Modification. No modification,  amendment or waiver of any
provision  of this  Agreement,  the  Security  Agreement,  or the Note,  nor the
consent to any departure by Borrower therefrom,  shall in any event be effective
unless the same shall have been approved by Agent and the Lender and shall be in
writing  signed by Agent and the Lender  and,  with  respect  to any  amendment,
Borrower.  Such waiver or consent  shall then be effective  only in the specific
instance and for the purpose for which given. No notice to or demand on Borrower
in any case shall entitle  Borrower to any other or further  notice or demand in
the same, similar or other circumstances.

                  (c) Notices.  Except as otherwise  expressly  provided herein,
any notice  herein  required  or  permitted  to be given shall be in writing and
shall be deemed effective when personally delivered,  mailed, telecopied (with a
confirming copy sent by mail) or delivered by telex to the appropriate  party at
the address set forth below (or at such other  address as may be  designated  by
either party in a written notice sent in accordance with this Section):

                 If to Borrower:   GPS Industries, Inc.
                                   Suite 214
                                   5500 152nd Street
                                   Surrey, British Columbia
                                   DCA  V35 S59
                                   Telecopier: (604) 576-7460
                                   Attn: Chief Executive Officer

                 with a copy to:   Loeb & Loeb LLP
                                   10100 Santa Monica Boulevard, Suite 220
                                   Los Angeles, California 90067
                                   Telecopier (310) 282-2200
                                   Attn: David L. Ficksman, Esq.


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<PAGE>

                 if to Lender:     Great White Shark Enterprises, Inc.
                                   501 North AIA
                                   Jupiter, Florida 33477
                                   Telecopier: 561-743-8831
                                   Attn: Jack Schneider

                  (d) Severability. In case any provision in this Agreement, the
Security Agreement, or the Note shall be invalid, illegal or unenforceable, such
provision  shall  be  severable  from the  remainder  of such  contract  and the
validity,  legality and enforceability of the remaining  provisions shall not in
any way be affected or impaired thereby.

                  (e) Applicable  Law. This Agreement,  the Security  Agreement,
and the Note, and the rights and  obligations of the parties  thereto,  shall be
governed by the laws of the State of  California,  exclusive of its conflicts of
laws and choice of laws rules  that  would or may cause the  application  of the
laws of any jurisdiction other than the State of California.

                  (f)  Counterparts.  This  Agreement  may be executed in two or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute one and the same instrument.

                  (g)  Section  Headings.  The  various  headings  used  in this
Agreement are inserted for convenience  only and shall not affect the meaning or
interpretations of this Agreement or any provision hereof.

                  (h)  Attorneys'  Fees. In the event any party  institutes  any
action or proceeding to enforce the terms and conditions of this Agreement,  the
Security  Agreement,  or the Note,  the  prevailing  party  shall be entitled to
reasonable attorneys' fees and costs.

                  (i) Integration.  This Agreement,  the Security  Agreement and
the Note  reflect the entire  understanding  of the parties  with respect to the
transactions  contemplated  hereby and shall not be contradicted or qualified by
any other agreement, oral or written, whether before or after the date hereof.

                  (j) Greg  Norman.  Greg Norman  shall resign from the Board of
Directors of Borrower  effective  December 31, 2004,  and be replaced  with Bart
Collins,  Jack Schneider or other nominee of Borrower.  Greg Norman shall sit on
the Advisory Board. The Merchandising Agreement between Borrower and Greg Norman
April 2003 (the "Merchandising Agreement") pertaining to services to be rendered
by Lender to  Borrower  shall  remain in place  except  that Mr.  Norman will no
longer sit on the Board of  Directors.  On a go forward  basis,  it is expressly
understood  that  Borrower  shall pay all  amounts  due under the  Merchandising
Agreement on a timely basis.

                           [signature page to follow]


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<PAGE>




         IN WITNESS WHEREOF,  the parties hereto do execute this Agreement as of
the date first above written.

                           "BORROWER"

                           GPS INDUSTRIES, INC., a Nevada corporation

                           By:  (s) Robert C. Silzer, Sr.
                                ----------------------------------------
                           Name: Robert C. Silzer, Sr.
                           Title:  President and CEO
                                 ---------------------------------------



                           "THE LENDER"

                           GREAT WHITE SHARK ENTERPRISES, INC.

                           By:  (s) Greg Norman
                              ------------------------------------------
                           Name: Greg Norman
                           Title: Chief Executive Officer
                                  --------------------------------------



                                       11
<PAGE>

                                    EXHIBITS


Exhibit "A"  - Term Note

Exhibit "B" - Security Agreement

Exhibit "C" - Warrant Agreement



                                       12
<PAGE>

                                   SCHEDULE A


JURISDICTION                    PATENT NUMBER                    STATUS
-------------                   --------------                   ------

Australia                       667205                           ISSUED

Japan                           3349510                          ISSUED

EUROPE:                         EP617794                         ISSUED
     Austria                    EP617794                         ISSUED
     Eire                       EP617794                         ISSUED
     France                     EP617794                         ISSUED
     Great Britain              EP617794                         ISSUED
     Italy                      EP617794                         ISSUED
     Netherlands                EP617794                         ISSUED
     Portugal                   EP617794                         ISSUED
     Swedan                     EP617794                         ISSUED
     Switzerland                EP617794                         ISSUED
     Germany                    69228703.5                       ISSUED
     Spain                      ES2132211                        ISSUED



                                       1

<PAGE>

                                   SCHEDULE B

                                     Patents

o     U.S.  Patent No.  5,364,093,  issued November 15, 1994, for "Golf Distance
      Measuring System and Method."

o     U.S.  Patent No.  5,751,244  assigned  to GPSI and  entitled  "Method  and
      Apparatus for Calibration of a GPS Receiver."

o     Canadian Patent  Application No. 2,134,737  entitled "Method and Apparatus
      for Message Display on a Golf Course."

o     U.S. Patent  Application  No.  08/926,293  entitled  Method  Apparatus for
      Message Display on a golf course related to advertising.

o     U.S. Patent  Application No. 10/341,636  entitled Golf Distance  Measuring
      System and Method.

o     Abandoned U.S Patent Application No. 08/327,940 filed on 10-24-1994

o     U.S. Patent No. 08/334,733 filed on 11-04-1994

o     Abandoned U.S Patent Application No. 08/366,994 filed on 12-30-1994

o     U.S. Patent No. 08/486,706 filed on 6-07-1995

o     Abandoned U.S Patent Application No. 08/759,081 filed on 11-27-1996

o     Pending U.S Patent Application No. 09/454.813 filed on 12-3-1999

o     Abandoned U.S Patent Application No. 09/859,294 filed on 5-16-2001

o     Pending U.S Patent Application No. 10/823.806 filed on 4-13-2004


                                       1