exv10w1



 






EXHIBIT 10.1




       THIS
SETTLEMENT AGREEMENT is made on October 26, 2006



       BETWEEN:




	(1)	 	GPS INDUSTRIES INC, a company incorporated under the laws of the State of Nevada in the
United States of America whose registered office is at 5500 152nd Street, Suite 214, Surrey,
BC V3S 8E7, Canada (“GPS Industries”);
	 
	 	 	and
	 
	(2)	 	PROLINK SOLUTIONS LLC, a company incorporated under the laws of the State of Delaware in the
United States of America whose registered office is at 410 S. Benson Lane, Chandler, Arizona
85224 (“ProLink”);
	 
	(3)	 	ELUMINA IBERICA SA, a company incorporated under the laws of Spain whose registered office is
at Juan Jose Domine Numero 10 3 Puerta 4, 46024 Valencia, Valencia, Spain (“Elumina Spain”);
	 
	(4)	 	ELUMINA IBERICA LIMITED, a company incorporated in England (registered number 05344786) whose
registered office is at Empire House, 1B Dormer Place, Leamington Spa, CV32 5AE (“Elumina
UK”).
	 
	 	 	(together, the “Defendants”).
	 
	BACKGROUND






	 
	(A)	 	As a consequence of a dispute arising from the sale and installation of ProLink GPS systems
(as defined in paragraph 7 of the Particulars of Claim in the Proceedings dated 16 September
2005) by Elumina UK and/or its affiliates, the Claimant issued proceedings in September 2005
claiming infringement of European Patent 0 617 794 B1 (the “Patent”). The Defendants denied
infringement and counterclaimed for invalidity of the Patent.
	 
	(B)	 	All relevant details are fully particularised in the statements of case in proceedings under
claim number PAT05054 in the Patents County Court (the “Proceedings”). The trial in the
Proceedings is listed to take place on 15 November 2006.
	 
	(C)	 	As a result of the non-compliance of certain disclosure obligations by Elumina Spain and
Elumina UK, separate proceedings were issued under claim number PAT06062 against Beresford &
Co, patent attorneys who previously acted for Elumina Spain and Elumina UK and who currently
act for ProLink (the “Beresfords Action”).
	 
	(D)	 	GPS Industries and the Defendants have agreed to settle the Proceedings on the terms and
subject to the conditions set out in this Agreement.




 









 












	(E)	 	GPS Industries have agreed to come to a separate agreement with Beresford & Co in the
Beresfords Action.





OPERATIVE PROVISIONS





	1.  	 	COMMENCEMENT
	 
	 	 	The Commencement Date shall be the date of this Agreement.
	 
	2.	 	PAYMENT






	2.1	 	In consideration of GPS Industries’ obligations under this Agreement, ProLink agrees, for and
on behalf of the Defendants jointly, to pay GPS Industries the sum US$1,200,000 (one point two
million US dollars) in full and final settlement of GPS Industries’ claim for damages and/or
an account of profits and of any costs arising out of the Proceedings.
	 
	2.2	 	The payments described in clause 2.1 are to be paid in installments as follows:






	 	2.2.1	 	an initial payment of US$202,500 (two hundred two thousand five hundred US
dollars) payable in accordance with clauses 2.3 and 2.4; and
	 
	 	2.2.2	 	nineteen further payments, each of US$52,500 (fifty-two thousand five hundred
US dollars) the first further payment due on 1 February, 2007, and the remaining
eighteen payments being made on the first day of the month at three month intervals
(i.e., 1 May, 1 August, 1 November, 1 February) up to and including the final payment
on 1 August 2011 and in accordance with clauses 2.3 and 2.4.






	2.3	 	The payments described in clause 2.2 are to be paid by direct transfer in cleared funds into
the following account: GPS Industries, Inc.—Account Number #526199-070 Beneficiary Bank -
HSBC Bank Canada 885 W. Georgia Street, Vancouver, BC Canada V6C 3G1 Swift Code — HKBCCATT
Bank Number #016 Transit Number #10020.






	2.4	 	ProLink shall pay each of the sums referred to in clause 2.2 by no later than 4pm on the
relevant date, provided that in the event that signature of this Agreement takes place after
2pm, ProLink shall procure that the monies payable under clause 2.2.1 are paid into the
account at clause 2.3 on the next working day.






	2.5	 	For the avoidance of doubt, the sums referred to in clauses 2.1 and 2.2 are the total sums
due from the Defendants to GPS Industries and are inclusive of all interest due.






	2.6	 	Breach of any part of clauses 2.1, 2.2, 2.3 and/or 2.4 shall entitle GPS Industries to
terminate this Agreement, including the Licence referred to in clause 3 below in accordance
with clause 6.2(b) of such Licence, by giving ProLink twenty (20) days written notice thereof;
provided, however, that if ProLink, within the twenty (20) day period referred to, cures said
default or breach, this Agreement shall continue in full force and effect the same as if such
default or breach had not occurred. On such termination of this Agreement GPS Industries
shall be released from its obligations under this




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	 	 	Agreement and, for the avoidance of doubt, GPS Industries shall not be obliged to repay to
ProLink any sums already paid by ProLink to GPS Industries under this Agreement.
	 
	2.7	 	Each of the parties agrees to bear its own legal and any other costs incurred in relation to
the negotiation and settlement of this Agreement and neither GPS Industries nor the Defendants
will enforce any order for costs in their favour made prior to the Commencement Date.
	 
	3.	 	LICENCE
	 
	3.1	 	In consideration of the compliance of the Defendants with their obligations in this
Agreement, GPS Industries agrees on the date of this Agreement to grant a fully paid-up
licence to ProLink in the terms set out in Appendix 2 to this Agreement (the ‘License’),
provided always that the parties to this Agreement agree that no further payments shall be due
to GPS Industries by ProLink other than the sums due under this Agreement.
	 
	3.2	 	In consideration of the fully paid-up license to ProLink, the Defendants agree not to
challenge, cause to be challenged, or assist others to challenge, directly or indirectly, the
validity and/or enforceability of any of the Licensor Patents (as defined in the License) in
any court or other tribunal or agency.
	 
	4.	 	CONSENT ORDER
	 
	 	 	Immediately upon receipt by GPS Industries of the payments provided for in clause 2.2.1, GPS
Industries and the Defendants shall instruct their respective solicitors to file at the
Court a Consent Order substantially in the form of Appendix 1 of this Agreement confirming
that the Proceedings be dismissed.



	 
	5.	 	BERESFORDS ACTION
	 
	 	 	GPS Industries shall procure that the Beresfords Action shall be dismissed provided that the
Defendants procure that Beresford & Co agrees:






	 	 5.1	 	to consent to the action being dismissed;
	 
	 	 5.2	 	that each party in such action bears its own costs of the action; and
	 
	 	 5.3	 	that it shall not pursue any claim against GPS Industries under the
crossundertaking in damages in such action.






	6.  	 	ACCORD AND SATISFACTION AND RELEASE
	 
	 	 	This Agreement constitutes a full and final settlement of all claims and satisfaction of all
existing causes of action that GPS Industries and the Defendants may have arising out of or
in connection with the Proceedings, including interest and costs, whether or not such claims
were expressly set out in the Proceedings and whether or not such claims are known to, have
been notified to, or are in the present contemplation of the parties.




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	7.	 	ENTIRE AGREEMENT
	 
	 	 	This Agreement, the License and the Consent Order referred to in clause 4 contain all the
terms which the parties have agreed in relation to the subject matter of this Agreement and
supersede any prior written or oral agreements, representations or understandings between
the parties in relation to such subject matter.
	 
	8.	 	CONFIDENTIALITY
	 
	8.1	 	The parties agree that they will:






	 	8.1.1	 	not disclose to any other person the amounts payable by the Defendants under
clauses 2.1 and 2.2 of this Agreement; and
	 
	 	8.1.2	 	not disclose any other details of the relationship of the parties and the
Proceedings to any third party, other than the fact that a settlement of the dispute
between the parties has been reached and that ProLink has obtained a non-exclusive
License under the Patent.
	 
	 	8.1.3	 	not issue any press release related to the settlement unless issued as a joint
press release SAVE THAT nothing shall preclude the parties from issuing separate press
releases in compliance with their obligations under US Securities law and in such case
the separate press releases shall only state that a settlement of the dispute between
the parties has been reached and that ProLink has obtained a non-exclusive License
under the Patent.






	8.2	 	The obligations described in clause 8.1.1 shall not apply to information which:






	 	8.2.1	 	was already in the recipient’s possession prior to disclosure by the
disclosing party; or
	 
	 	8.2.2	 	is necessarily disclosed pursuant to a statutory obligation (but only to the
extent of such required disclosure).






	8.3	 	In the course of the Proceedings, the Defendants have provided GPI Industries’ solicitors,
Rouse Legal, with documents pursuant to their disclosure obligations. The Defendants shall
arrange at their cost for these documents to be collected by courier from Rouse Legal at their
offices at 11th Floor, Exchange Tower, 1 Harbour Exchange Square, London E14 9GE within 14
days from the Commencement Date and GPS Industries shall procure that Rouse Legal shall have
such documents ready for such collection on 24 hours notice and during normal office hours and
will provide written confirmation to the Defendants that following such collection they have
no further copies or originals of any documents provided by the Defendants and that none of
the documents were disclosed to any third party, including GPS Industries, other than the
barrister working on behalf of GPS Industries.




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	9.	 	THIRD PARTY RIGHTS
	 
	 	 	The parties to this Agreement do not intend that any of its terms will be enforceable by any
person not a party to it and hereby agree to exclude the rights of any third party to the
fullest extent permissible by law.
	 
	10.	 	GOVERNING LAW AND JURISDICTION
	 
	10.1	 	The formation, existence, construction, performance, validity and all aspects whatsoever of
this Agreement or of any term of this Agreement will be governed by the laws of the State of
Delaware, USA. If any provisions of the Agreement or the application of any such provision
shall be held to be contrary to law, the remaining provisions of this Agreement shall continue
in full force and effect.






	10.2	 	The courts of the State of California will have non-exclusive jurisdiction to settle any
disputes which may arise out of or in connection with this Agreement. The parties irrevocably
agree to submit to that jurisdiction.






	11.	 	SIGNATORIES
	 
	 	 	Each party to this Agreement warrants that its respective signatory to this Agreement is
duly authorised to enter into this Agreement on its behalf.






	12.	 	COUNTERPARTS CLAUSE
	 
	 	 	This Agreement may be executed in any number of counterparts or duplicates each of which
shall be an original but such counterparts or duplicates shall together constitute one and
the same agreement.





SIGNED BY the duly authorised representatives of the parties on the date stated at the beginning of
this Agreement.




	 	 	 	 	 	 
	 

	 	 	 	 	 
	SIGNED
by Robert Silzer, Jr.

	 	)	 	 	/s/ Robert Silzer, Jr.
	duly authorised to sign

	 	)	 	 	 
	for and on behalf of

	 	)	 	 	 
	GPS INDUSTRIES INC

	 	)	 	 	 
	 
	 	 	 	 	 
	SIGNED
by David Gomez

	 	)	 	 	/s/ David Gomez
	duly authorised to sign

	 	)	 	 	 
	for and on behalf of

	 	)	 	 	 
	PROLINK SOLUTIONS LLC

	 	)	 	 	 






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	SIGNED
by Mark Smarte

	 	 	)	 	 	/s/ Mark Smarte
	duly authorised to sign

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	ELUMINA IBERICA SA

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	SIGNED
by Sheila Deakin

	 	 	)	 	 	/s/ Sheila Deakin
	duly authorised to sign

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	ELUMINA IBERICA LIMITED

	 	 	)	 	 	 






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APPENDIX 1




IN THE
PATENTS COUNTY COURT
PAT05054




BETWEEN:




GPS INDUSTRIES INC.

(a company incorporated under the laws of the State of Nevada in the United States of America)




Claimant/Part 20 Defendant




- and -




(1) PROLINK SOLUTIONS LLC

(a company organised under the laws of the State of Delaware in the United States of America)

(2) ELUMINA IBERICA SA

(a company incorporated under the laws of Spain)

(3) ELUMINA IBERICA LIMITED




Defendants/Part 20 Claimants




 






draft/ORDER




 






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UPON the parties having agreed confidential terms of settlement of the Claimant’s Claim and the
Defendants’ Counterclaim



BY CONSENT



IT IS ORDERED THAT:





	1.	 	the claim and counterclaim be dismissed;
	 
	2.	 	the monies paid into Court by the Claimant by way of security for costs and any accrued
interest be released in full to the Claimant; and
	 
	3.	 	there be no further orders as to costs.




Dated this 25th day of October 2006




	 	 	 
	 
	 


	 	 
	 
	For and on behalf of the Claimant
	 	 
	 
	 	 
	/s/ Dave M. Gomez
	 	 
	 

DAVE M. GOMEZ

	 	 
	GENERAL COUNSEL
	 	 
	For and on behalf of the First Defendant
	 	 
	 
	 
	 	 
	 


	 	 
	 
	For and on behalf of the Second and Third Defendant
	 	 






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APPENDIX 2




LICENSE AGREEMENT 




     This
License Agreement (“Agreement”) effective as of the
______ ___ day of
                    
         , 2006, by
and between GPS Industries, Inc., a corporation organized under the laws of Nevada, U.S.A., having
a business address at 5500 - 152nd Street, Suite 214, Surrey B.C. Canada V3S 8E7 (“Licensor”) and
PROLINK SOLUTIONS LLC,, a limited liability company organized under the laws of the State of
Delaware, having a business address at 410 S. Benson Lane, Chandler, Arizona 85224 (“Licensee”).



     WHEREAS, Licensor is the assignee of the patents listed in Schedule A, attached hereto,
pertaining to Distance Measurement and tracking on a golf course using GPS technology (“Licensor
Patents”).



     WHEREAS, Licensor and Licensee have agreed to settle a dispute arising from Licensee’s sale
and installation of the ProLink GPS System per the Settlement
Agreement dated                     , 2006;



     WHEREAS, pursuant to the terms of the Settlement Agreement, Licensor is willing to grant and
Licensee wishes to receive a non-exclusive license to dispose of, offer to dispose of, deal in any
way with, make, use, sell, offer for sale and import golf course management systems as described
and claimed in Licensor Patents.



     NOW, THEREFORE, in consideration of the mutual covenants and promises made herein and for
other good and valuable consideration, the parties agree as follows:



I.



DEFINITIONS 




     1.1 “Licensed Products” shall mean a system or parts of a system comprising a product or
products for a golf course using GPS technology manufactured and/or sold by or for ProLink which
product(s) in the absence of this Agreement would infringe at least one claim of the Licensor
Patents.



     1.2 “Licensed Territory” shall mean those countries in which the Licensor Patents have been
granted (See Schedule A) or may be enforced.



     1.3 “Course” shall mean a golf course at a specified location.



     1.4 “Course Management” shall mean tracking the position of a golfer on a Course with Licensed
Products.



     1.5 “Distance Measurement” shall mean measuring distance from a GPS receiver on a Course to a
feature on the Course using GPS.



     1.6 “Third Party” shall mean a company or entity not owned or controlled by Licensor.



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II.



GRANT OF NON-EXCLUSIVE LICENSE 




     2.1 Licensor hereby grants and Licensee hereby accepts a nonexclusive license in each country
of the Licensed Territory under the Licensor Patents to dispose of, offer to dispose of, deal in
any way with, make, have made, use, sell, offer for sale or import Licensed Products in and to the
Licensed Territory, which license expressly permits the resale of Licensed Products by Licensee’s
third party distributors in the Licensed Territory.



     2.2 Licensee is not granted any right to sub-license, in whole or in part, the Licensor
Patents, but shall have the right to procure manufacturing from third party contractors, to permit
its golf course customers to use the Licensed Products, and to permit its distributors to dispose
of, offer to dispose of, deal in any way with, make, have made, use, sell, offer for sale or import
the Licensed Products.



     2.3 Licensor warrants that it is entitled to grant the rights referred to in clause 2.1 and
that, apart from the rights granted in this Agreement, it has not granted or agreed to grant in the
Licensed Territory any conflicting exclusive rights under the Licensor Patents to any Third Party.



     2.4 Licensor warrants that it has not and will not offer a fully paid-up license in the
Licensed Territory to any Third Party on better terms, financial or otherwise, than that offered to
Licensee.



     2.5 Licensor warrants that any license granted to a Third Party in respect of the patents
under the heading EUROPE in Schedule A will be in respect of all those patents.



III.



PAYMENTS TO LICENSOR 




     3.1 Double Taxation Treaties



           The Licensor and Licensee agree to cooperate to make use of any double taxation treaties that
may be available to enable Licensee to pay royalties without deduction of withholding taxes.



     3.2 Paid-Up License



           Licensee shall pay Licensor a lump sum of One Million, Two Hundred Thousand Dollars
($1,200,000) for a fully paid-up license under the Licensor Patents. This payment shall be made in
accordance with the payment schedule and further instructions set forth in clauses 2.2 through 2.4
of the Settlement Agreement.



     3.3 The paid-up license fee is in consideration of and includes full settlement for past
infringement relating to the Licensor Patents by any of the Defendants to the Proceedings (both as
defined in the Settlement Agreement), any other distributors of Licensee, and Affiliates of the
foregoing. Except for obligations created by or arising out of this Agreement or the Settlement
Agreement, Licensor hereby releases the Defendants, any other distributor of Licensee, and
Affiliates from any and all claims, causes of action, damages or liabilities prior to the date of
this



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Agreement based on, relating to, or arising out of the Licensor Patents whether or not
expressly set out in the Proceedings and whether or not known to, notified to, or in the present
contemplation of Licensor. “Affiliates” shall mean the directors, officers, employees, parent
companies, majority owned subsidiaries, and shareholders of a Defendant or other distributor of
Licensee.



IV.



PATENT MARKING/NOTICE 




     4.1 Licensee agrees to apply or have applied to all Licensor Products sold, leased or disposed
of by it, such patent notice as may be required by the laws of the country where manufactured, sold
or leased or as may be reasonably requested by Licensor.



     4.2 The parties acknowledge their mutual interest in policing and preventing unlicensed use of
the Licensor Patents by third parties. Licensee shall have the right to notify third parties that
it holds a non-exclusive license under the Licensor Patents, but shall have no right to enforce the
Licensor Patents. In the event that Licensee believes in good faith that a third party is selling
a product that may infringe a Licensor Patent in the Licensed Territory, then Licensee may provide
written notice to Licensor of same, which notice shall include contact information for such third
party and any known information or evidence relating to the potential infringement. If Licensor
believes in good faith there is a potential infringement, it shall promptly notify said third party
of the relevant Licensor Patent and request that the third party contact Licensor to discuss a
potential license. Licensor shall provide written confirmation to Licensee that such notice letter
has been sent to the third party within three business days of its transmission to the third party.
In the event Licensor believes that further information is required regarding the potential
infringement, it shall notify Licensee to that effect, and the parties shall cooperate in good
faith to obtain sufficient information. The parties acknowledge that Licensee is not an agent of
Licensor with respect to the enforcement or licensing of the Licensor Patents. Licensor shall not
be bound in any way to enforce the Licensor Patents against any such third parties or license third
parties except at its own discretion.



V.



WARRANTIES AND INDEMNIFICATION 




     Licensee agrees to defend, indemnify, and hold harmless Licensor against all claims and
actions as a result of any sales, property damage, or personal injury sustained by Licensee, its
employees, or other parties, as a result of use of the Licensor Patents or Licensed Products.



     LICENSOR DISCLAIMS ANY WARRANTY AS TO THE CURRENT VALIDITY OF THE LICENSOR PATENTS,
NONINFRINGEMENT OF LICENSED PRODUCTS, AND ANY WARRANTY AS TO THE ACCURACY, SUFFICIENCY OR
SUITABILITY OF THE LICENSED PRODUCTS AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR LOSS OR
DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL WHICH MIGHT ARISE OUT OF OTHERS’
USE OF THE LICENSED PRODUCTS, WHICH SHALL BE ENTIRELY AT LICENSEE’S RISK AND PERIL. LICENSOR SHALL
HAVE NO OBLIGATION TO DEFEND ANY CLAIM OR SUIT, OR TO HOLD HARMLESS OR INDEMNIFY LICENSEE AGAINST
ANY ALLEGATION OF



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INFRINGEMENT OR VIOLATION OF ANY PATENT RIGHT OF A THIRD PARTY BY REASON OF LICENSEE’S USE OF
THE LICENSED PRODUCTS.



VI.



TERM AND TERMINATION 




     6.1 The term of this Agreement shall start as of the effective date listed above and shall, in
each country of the Licensed Territory, continue in force for the life of the Licensor Patents in
effect in such country unless terminated at an earlier date pursuant to another provision of this
Agreement.



     6.2 This Agreement may be terminated:




	 	(a)	 	By the mutual, written agreement of the Licensor and Licensee;
	 
	 	(b)	 	In the event either party defaults or breaches any of the
provisions of this Agreement or the Settlement Agreement, the other party may
terminate this Agreement by giving the defaulting or breaching party twenty
(20) days written notice thereof; provided, however, that if the defaulting or
breaching party, within the twenty (20) day period referred to, cures said
default or breach, this Agreement shall continue in full force and effect the
same as if such default or breach had not occurred.
	 
	 	(c)	 	If all of the claims of the Licensor Patents are declared
invalid by final judgments, orders or decrees in each applicable country from
which no further appeals can be taken.
	 
	 	(d)	 	By the Licensor if the Licensee or its third party distributors
or its Affiliates directly or indirectly oppose or assist any third party to
dispute the validity of the Licensor Patents or any of the claims thereof.
	 
	 	(e)	 	By the Licensor if the Licensee files for bankruptcy or becomes
or is insolvent.





VII.



DISPUTES




     If a dispute arises out of or relates to this Agreement, or the breach hereof, the parties
agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation
Rules of the American Arbitration Association, before resorting to arbitration. Thereafter, any
remaining unresolved controversy or claim arising out of or relating to this Agreement, or breach
hereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. The seat of the arbitration shall be in
California, U.S.A. and the decision of the arbitrators shall be final. The prevailing party shall
be entitled to reasonable attorney’s fees in addition to costs and necessary disbursements.



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VIII.



NOTICES 




     Any notice or report made by a party shall be considered proper and effective if mailed to the
other by registered mail addressed as shown below, or delivered in person. Each party stipulates
that the below address is correct and current, and agrees to notify the other of any changes.



	 	 	 	 	 
	 

	 	Licensor:
	 	Chief Financial Officer
	 

	 	 	 	GPS Industries, Inc.
	 

	 	 	 	5500 - 152nd Street, Suite 214
	 

	 	 	 	Surrey B.C. Canada V3S 8E7
	 
	 	 	 	 
	 

	 	Licensee:
	 	General Counsel
	 

	 	 	 	ProLink Solutions LLC
	 

	 	 	 	410 S. Benson Lane,
	 

	 	 	 	Chandler,
	 

	 	 	 	Arizona 85224






IX.



GOVERNMENTAL APPROVAL 




     9.1 Any approval of this Agreement by a government which is required to enable Licensee to
enter into this Agreement or to make payments to Licensor hereunder in U.S. dollars shall be
secured in writing by Licensee who shall supply the same or a true copy thereof to Licensor within
six (6) months of either the date of this Agreement or the date when Licensee makes a determination
to operate under this Agreement in any foreign country where such governmental approval is
required.



     9.2 If any government department, court or other body in authority, finds any of the
provisions in this Agreement at any time to be unenforceable or unlawful (whether under Articles 81
or 82 of the European Union’s Treaty of Rome or under the provisions of the United Kingdom’s
Competition Act 1998 or otherwise) either party may require a reasonable amendment to this
Agreement to ensure that this Agreement complies with, and is enforceable under, such provisions.
If this Agreement is not capable of such amendment, the offending provision shall be deemed to be
deleted from this Agreement and the remaining provisions shall continue in full force and effect.



X.



GENERAL PROVISIONS 




     10.1 WAIVER. Waiver by either party of any breach or default of any of the provisions herein
set forth shall not be deemed a waiver as to any subsequent or any other breach or default.



     10.2 MODIFICATION, FORCE MAJEURE. Any amendment or modification of this Agreement or any
right hereunder shall not be effective unless made in writing and signed



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by both of the parties hereto. Neither party will be liable for delays in performance due to
circumstances beyond its reasonable control.



     10.3 SUCCESSORS AND ASSIGNS. All terms and provisions of this Agreement shall be binding upon
and inure for the benefit of the parties hereto, and their successors and assigns and legal
representatives, except that Licensee may not assign this Agreement nor any right granted
hereunder, in whole or in part, without Licensor’s prior written consent. For purposes of this
Agreement, a change of control by and of Licensee shall be deemed an assignment and Licensor’s
prior written consent is required to assign this Agreement, such consent not to be unreasonably
withheld; provided, however, that Licensor specifically reserves the right to withhold consent if
the party assuming control of the Licensee is involved in a dispute with the Licensor.



     10.4 GOVERNING LAW; SEVERABILITY. This Agreement shall be governed by the laws of the State
of Delaware U.S.A. If any provisions of the Agreement or the application of any such provision
shall be held to be contrary to law, the remaining provisions of this Agreement shall continue in
full force and effect.



     10.5 ENTIRE AGREEMENT. The parties acknowledge that this Agreement expresses their entire
understanding and agreement, and that there have been no warranties, representations, covenants of
understandings made by either party to the other except such as are expressly set forth herein.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	GPS INDUSTRIES, INC.	 	 	 	PROLINK SOLUTIONS LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:
	 	/s/ Dave M. Gomez	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	Name:

	 	 	 	 	 	Name:
	 	DAVE M. GOMEZ	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	Title:

	 	 	 	 	 	Title:
	 	GENERAL COUNSEL	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:
	 	OCTOBER 25, 2006	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





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SCHEDULE A 




	 	 	 	 	 	 	 	 	 
	JURISDICTION	 	 	PATENT NUMBER	 	 	STATUS	 
	Australia
	 	 	667205	 	 	ISSUED
	 
	 	 	 	 	 	 	 	 
	Japan
	 	 	3349510	 	 	ISSUED
	 
	 	 	 	 	 	 	 	 
	EUROPE:
	 	 	 	 	 	 	 	 
	Austria
	 	 	EP 617794	 	 	ISSUED
	Eire
	 	 	EP 617794	 	 	ISSUED
	France
	 	 	EP 617794	 	 	ISSUED
	Great Britain
	 	 	EP 617794	 	 	ISSUED
	Italy
	 	 	EP 617794	 	 	ISSUED
	Netherlands
	 	 	EP 617794	 	 	ISSUED
	Portugal
	 	 	EP 617794	 	 	ISSUED
	Sweden
	 	 	EP 617794	 	 	ISSUED
	Switzerland
	 	 	EP 617794	 	 	ISSUED
	Germany
	 	 	69228703.5	 	 	ISSUED
	Spain
	 	 	ES2132211	 	 	ISSUED







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