First Amendment to Stock Purchase Agreement

WHEREAS,  the  undersigned  parties  entered  into that certain  Stock  Purchase
Agreement (ska "Agreement"), dated as of November 19, 2004, by and among OPTIMAL
GOLF SOLUTIONS,  INC. a Texas  corporation (the  "Company"),  and DARRYL CORNISH
("Cornish"),  CHARLES HUSTON ("Huston"),  (collectively,  Huston and Cornish are
referred to as "Sellers"),  on the one hand, and GPS INDUSTRIES,  INC., a Nevada
corporation (the "Purchaser");

WHEREAS,  the Stock  Purchase  Agreement  called  for a First  Stock  Payment to
Sellers of restricted shares of Purchaser and a requirement that Purchaser exert
best efforts to obtain a Registration  Statement for the restricted shares on or
before June 30, 2005;

WHEREAS,  the Stock  Purchase  Agreement  called  for a payment  to  Sellers  of
$2,250,000  plus  Interest  in  the  event  the  Registration  Statement  is not
effective by June 30, 2005;

WHEREAS,  Purchaser  requests up to 6 months  additional time in which to obtain
said  Registration  Statement  and Sellers are willing to grant such  additional
time pursuant to the terms and conditions hereof;

NOW  THEREFORE,  the  parties  agree to amend the Stock  Purchase  Agreement  as
follows:

     1.   Purchaser shall pay Sellers an Extension  Payment of $100,000 for each
          month  extension  beyond  June  30,  2005 in  which  the  Registration
          Statement  is not  effective  which  shall be applied  to the  Initial
          Balance  and  Purchase  Price of Section  2.1,  and the  Second  Stock
          Payment and the Second  Target  Value  associated  therewith  shall be
          reduced  from $1.9  million  by the  Extension  Payments  by  amending
          Section 2.7 as described  herein.  Purchaser  shall notify  Seller and
          tender any Extension Payment before the end of each month extension.

     2.   Purchaser  will  extend  the June 30,  2005 due date for an  effective
          Registration  Statement  by a minimum  of 3 months  and a maximum of 6
          months. If a Registration  Statement is not effective by September 30,
          2005 then the "cap" of $3.25  million  in  sections  2.7(d) and (e) is
          eliminated as described below.

     3.   The amounts and dates specified in Section 2.7 shall be adjusted,  and
          accordingly Section 2.7 is amended as follows (changes shown):

<PAGE>

     "(a) If the Registration  Statement has not become effective within 30 days
of Purchaser's last Extension Payment,  but in no event beyond December 31, 2005
in spite of Purchaser's  best efforts,  then, upon Sellers'  request,  Purchaser
shall pay  Sellers  cash in the manner set forth in Section 2.2 in the amount of
$2,250,000 USD plus Interest  payable in eight monthly  installments of $281,250
USD plus interest commencing the 31st day after the last Extension Payment. Upon
payment of the full $2.25  Million USD plus  Interest  Sellers  shall return the
First Stock Payment.  If the Registration  Statement has not become effective by
within 120 days of Purchaser's  last Extension  Payment,  but in no event beyond
March  30,  2006 in spite of  Purchaser's  best  efforts,  then,  upon  Sellers'
request,  in lieu of the Second Stock Payment,  Purchaser shall pay Sellers cash
in the manner set forth in Section 2.2 in the amount of the Second  Target Value
(as defined  below) plus Interest  payable in eight equal  monthly  installments
plus  Interest  commencing  on the 121st day after  Purchaser's  last  Extension
Payment,  but in no event beyond March 31, 2006.  Purchaser shall have the right
to prepay any cash payment due under this Section 2.7(a).

     (b)  Immediately  upon the  expiration  of the  First  Liquidation  Period,
Purchaser  shall  deliver the Second Stock  Payment to the  Sellers.  The second
stock payment (the "Second Stock Payment") shall be as follows:

     (c) If all of the First Stock Payment is sold within the First  Liquidation
Period and the  Sellers  receive net  proceeds  from such sales of less than the
First Target Value (as defined  below),  then Purchaser shall issue Sellers that
number of additional shares of Purchaser's common stock equal to the quotient of
the sum of the Second Target Value (as defined  below) and the difference of the
First Target Value and the net  proceeds the Sellers  received  from the sale of
the First Stock Payment and the product of 85% and the then publicly  traded per
share market price of Purchaser's  common stock.  The "First Target Value" shall
mean $2,250,000 USD plus Interest and all associated  transaction fees and costs
relating to Sellers'  sale of shares  included in the First Stock  Payment.  The
"Second Target Value" shall mean $1,900,000 USD plus Interest and all associated
transaction  fees and  costs  relating  to  Sellers'  sale of  shares  minus any
Extension  Payments made by Purchaser.  By way of example,  if Purchaser  pays 3
Extension  Payments for a total of $300,000 and if Sellers  receive net proceeds
of $1.75 Million from the sale of all of the 9 Million  shares,  then the Second
Stock Payment  Amount shall equal $1.9 Million minus $300,000 plus $500,000 or a
total of $2.1 Million. The number of shares of the Second Stock Payment shall be
equal to $ 2.1 Million divided by the then market price per share adjusted for a
15%  discount.  If the market  price per share is $1.00,  then the Second  Stock
Payment would equal 2.1 Million shares divided by 0.85 = 2,470,588 shares.

     (d) If all of the First Stock Payment is sold within the First  Liquidation
Period and the  Sellers  receive net  proceeds  from such sales of more than the
First Target Value but less than $3,250,000,  then Purchaser shall issue Sellers
that  number of  additional  shares of  Purchaser's  common  stock  equal to the
quotient of Second  Target  Value and the  product of 85% and the then  publicly
traded per share market price of  Purchaser's  common stock.  The "Second Target
Value" shall mean  $1,900,000 USD plus Interest and all  associated  transaction
fees and costs relating to Sellers' sale of shares  included in the Second Stock
Payment minus any Extension Payments made by Purchaser.  In this case, by way of
example,  if Purchaser pays 3 Extension  Payments for a total of $300,000 and if
Sellers  receive  net  proceeds  of $2.5  Million  from the sale of all of the 9
Million shares, then the Second Stock Payment Amount shall be $1.6 Million.  The
number of shares of the  Second  Stock  Payment  shall be equal to $1.6  Million
divided by the then market price per share  adjusted for a 15% discount.  If the
Market Price per share is $1.00,  the payment is 1.6 Million  shares  divided by
0.85 = 1,882,353.

<PAGE>

     (e) If all of the First Stock Payment is sold within the First  Liquidation
Period  and the  Sellers  receive  net  proceeds  from  such  sales of more than
$3,250,000,  then Purchaser shall issue Sellers that number of additional shares
of Purchaser's  common stock equal to the quotient of the difference between the
Second Target Value and the  difference  between  Sellers' net proceeds from the
sale of the First  Stock  Payment and  $3,250,000  and the product of 85% of the
then publicly traded per share market price of Purchaser's common stock. In this
case, by way of example,  if Purchaser pays 3 Extension  Payments for a total of
$300,000 and if Sellers  receive net proceeds of $3.50  Million from the sale of
all of the 9 Million  shares,  then the Second Stock Payment  Amount shall equal
$1.6 Million minus  $250,000  ($3.5 Million - $3.25 Million) or a total of $1.65
1.35 Million.  If the then Market Price is $1.00 per share, the number of shares
due is 1.35 Million adjusted for a 15% discount = 1,588,235.

     (g) Notwithstanding anything herein to the contrary,  Purchaser agrees that
Sellers will receive at least the following cumulative proceeds from the sale of
the Stock Payments and will pay Sellers any deficiency within 3 business days of
the end of the date listed.

         5 months after the Effective Date                    $500,000

         11 months after the Effective Date                   $1 million

         17 months after the Effective Date                   $1.5 million."



     4.   Notwithstanding   any  other  provision   herein,  in  the  event  the
Registration  Statement does not have an Effective  Date on or before  September
30,  2005,  then the  "cap"  referenced  in  sections  2.7(d)  and (e)  shall be
eliminated by deleting  section 2.7(e) in its entirety and amending  Section 2.7
(d) as follows:


          (d) If all of the  First  Stock  Payment  is  sold  within  the  First
     Liquidation  Period and the Sellers receive net proceeds from such sales of
     more than the First Target Value,  then Purchaser  shall issue Sellers that
     number  of  additional  shares of  Purchaser's  common  stock  equal to the
     quotient  of  Second  Target  Value  and the  product  of 85% and the  then
     publicly  traded per share market price of  Purchaser's  common stock.  The
     "Second  Target  Value"  shall mean  $1,900,000  USD plus  Interest and all
     associated  transaction  fees and costs relating to Sellers' sale of shares
     included in the Second Stock Payment  minus any Extension  Payments made by
     Purchaser.  In this case, by way of example,  if Purchaser pays 4 Extension
     Payments for a total of $400,000 and if Sellers  receive net proceeds of $4
     Million from the sale of all of the 9 Million shares, then the Second Stock
     Payment  Amount shall be $1.5  Million  ($1.9 M-  $400,000).  The number of
     shares of the Second Stock Payment  shall be equal to $1.5 Million  divided
     by the then market  price per share  adjusted  for a 15%  discount.  If the
     Market Price per share is $1.00,  the payment is 1.6 Million shares divided
     by 0.85 = 1,764,706.


5. A new section 8.4 shall be added as follows.

     "8.4         Limited Rights to Transfer Patents. Prior to Sellers receiving
     aggregate  cash  consideration  of  $3,000,000  USD for  their  sale of the
     Shares,  Purchaser,  the Company, and any successors agree that the Company
     shall retain ownership of the Patents and any licenses appurtenant thereto.
     Following  such  time  Sellers  receive  aggregate  cash  consideration  of
     $3,000,000 USD,  Purchaser and the Company agree to notify Sellers at least
     15 days  in  advance  of any  transfer  of the  Patents  and  any  licenses
     appurtenant thereto.

     Further, Purchaser and the Company represent and warrant that since Closing
     until such time as Sellers  receive cash  consideration  of $3,000,000  USD
     that the Company has  conducted  its business  only in the ordinary  course
     consistent with past practice and has not and will not:

     a)   Incurred any Material Adverse Change;

     b)   Suffered  any event,  including  whether  covered by insurance or not,
          which has had a Material Adverse Effect;

     c)   Incurred any  obligation  or liability  other than in the ordinary and
          usual course of business that has had a Material Adverse Effect;

     d)   Made any  material  change in the method of  operating  the  Company's
          business or any change in the accounting practices relating thereto;

     e)   Incurred any  indebtedness for borrowed money or forgiven or cancelled
          any debts or claims,  other than in the  ordinary  and usual course of
          business;

     f)   Agreed to sell,  lease,  or dispose of its shares or any of its Assets
          (defined  below),  except as contemplated in this Agreement and, as to
          the Assets, except in the ordinary and usual course of business;

     g)   Modified,   waived,  changed,  amended,  released  or  terminated  any
          Contract   (as   hereinafter   defined),   other  than  as   expressly
          contemplated by this Agreement;

     h)   Made  or  obligated  itself  in any  way to make  any  increase  in or
          modification  of the  compensation  or  benefits  payable or to become
          payable to any director,  officer, employee or consultant of or to the
          Company,  other than regular periodic  employee raises pursuant to the
          Company's normal business policy; or

     i)   Declared or paid any dividend or distribution  upon or with respect to
          the Shares other than as contemplated in this Agreement."

6.   All other terms of the Stock  Purchase  Agreement  remain in full force and
     effect and in the event of a conflict  between this Amendment and the Stock
     Purchase Agreement, the terms of this Amendment control.


     IN WITNESS WHEREOF,  the parties have executed this Amendment as of May 28,
     2005.

                                            "PURCHASER"

                                            GPS INDUSTRIES, INC.

                                            By:
                                                --------------------------------
                                                Robert S. Silzer, Sr., President


                                            "COMPANY"


                                            OPTIMAL GOLF SOLUTIONS, INC.

                                            By:
                                                --------------------------------
                                                Authorized Officer



                                            "SELLERS"


                                            ------------------------------------
                                            Charles Huston



                                            ------------------------------------
                                            Darryl Cornish