NON-NEGOTIABLE CONVERTIBLE PROMISSORY NOTE

EXHIBIT 10.3

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAW AND THUS MAY NOT BE SUBSEQUENTLY OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNTIL (A) REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED PURSUANT TO ANY APPLICABLE STATE SECURITIES LAW OR, (B) THE MAKER IS IN RECEIPT OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT, THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW.

NON-NEGOTIABLE

CONVERTIBLE PROMISSORY NOTE

For value received, GPS Industries, Inc. a Nevada corporation, with its principal offices located at 1358 Fruitville Road, Suite 210, Sarasota, Florida 34236 (hereinafter referred to as “Maker”), promises to pay to the order of Great White Shark Enterprises, LLC, a Florida limited liability company or its successors and permitted assigns (hereinafter referred to as “Purchaser”), the principal sum of THREE MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS (US $3,500,000) (the “Principal Amount”).

1.   Payment . Unless the indebtedness represented by this non-negotiable, convertible promissory note (this “Note”) shall have been previously converted into equity securities of Maker or prepaid in accordance with the provisions hereof, all principal and accrued but unpaid interest underlying this Note shall be due and payable in full on June 12, 2011 (the “Maturity Date”). No payments of principal or interest shall be required hereunder until the Maturity Date except as provided in Section 5 (Events of Default) below.

1.1.   Interest . This Note shall bear interest at a per annum rate of seven percent (7%) on the Principal Amount on a non-compounded basis, and, unless the Note is previously prepaid or converted and except as otherwise provided in Section 5 (Events of Default) below, shall be due and payable on the Maturity Date.

1.2.   Optional Prepayment in Cash . Maker may prepay this Note in whole but not in part (an “Optional Prepayment”) by paying to Purchaser a sum of money equal to the Principal Amount outstanding at such time together with accrued but unpaid interest thereon (the “Prepayment Amount”) outstanding on the Prepayment Payment Date (as defined below). Maker shall deliver to Purchaser a written notice of prepayment (the “Notice of Prepayment”) specifying the date for such Optional Prepayment (the “Prepayment Payment Date”), which date shall be at least ten (10) business days after the date of the Notice of Prepayment (the “Prepayment Period”). During the Prepayment Period, the Purchaser may elect to convert any portion of the Prepayment Amount pursuant to Section 2 below, and any such amount elected to be converted shall be deducted from the Prepayment Amount payable by Maker to Purchaser.

2.   Conversion .

2.1.   Optional Conversion . Subject to the terms set forth in this Section 2, Purchaser shall have the right, but not the obligation, to convert all or any portion of the issued and outstanding Principal Amount and accrued but unpaid interest into (i) fully paid and non-assessable shares of the Maker’s Series C preferred stock, par value $10.00   per share (the “Series C Preferred Stock”) and (ii) fully paid and non-assessable shares of the Maker’s common stock, par value $.001   per share (the “Common Stock”) at the Fixed Preferred Conversion Price and Fixed Common Conversion Price, respectively (as such terms are defined below). For the avoidance of doubt, each dollar of Principal Amount and accrued but unpaid interest shall be converted into both Series C Preferred Stock and Common Stock. The shares of Series C Preferred Stock and Common Stock of Maker to be issued upon such conversion are herein referred to as the “Conversion Shares.” For purposes hereof, subject to Sections 2.4 and 2.5 hereof, the “Fixed Preferred Conversion Price” means $10.00 per share of Series C Preferred Stock, and the “Fixed Common Conversion Price” means $0.031 per share of Common Stock.

2.2.   Mechanics of Purchaser’s Conversion . In the event that Purchaser elects to convert all or any portion of this Note, Purchaser shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriately completed) (“Notice of Conversion”) to Maker. The date on which a Notice of Conversion is delivered to Maker in accordance with the provisions hereof shall be deemed the “Conversion Date”. Pursuant to the terms of the Notice of Conversion, Maker will issue instructions to the transfer agent and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to Purchaser.

2.3.   Conversion Mechanics . The number of shares of Series C Preferred Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the Principal Amount and accrued but unpaid interest to be converted by the Fixed Preferred Conversion Price. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the Principal Amount and accrued but unpaid interest to be converted by the Fixed Common Conversion Price. For example, upon conversion of $3,500,000, with the Fixed Preferred Conversion Price and Fixed Common Conversion Price described in Section 2.1, Purchaser would receive 350,000 newly issued shares of Series C Preferred Stock and 112,903,226 shares of Common Stock.

2.4.   Adjustment Provisions . The Fixed Common Conversion Price, Fixed Preferred Conversion Price, and number and kind of shares or other securities to be issued upon conversion determined pursuant to this Note shall be subject to adjustment from time to time upon the occurrence of certain events during the period that this conversion right remains outstanding, as follows:

(a)   Reclassification . If Maker at any time shall, by reclassification or otherwise, change the Common Stock or Series C Preferred Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid Principal Amount and accrued but unpaid interest thereon which is convertible into Common Stock and Series C Preferred Stock, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock or Series C Preferred Stock issuable pursuant to this Note immediately prior to such reclassification or other change.

(b)   Stock Splits, Combinations and Dividends for Common Stock . If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock or any preferred stock issued by Maker in shares of Common Stock, the Fixed Common Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

(c)   Stock Splits, Combinations and Dividends for Preferred Stock . If the Series C Preferred Stock are subdivided or combined into a greater or smaller number of shares of preferred stock, or if a dividend is paid on any Common Stock or preferred stock issued by Maker in shares of preferred stock, the Fixed Preferred Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of preferred stock outstanding immediately after such event bears to the total number of shares of preferred stock outstanding immediately prior to such event.

2.5.   Adjustments for Certain Issuances .

(a)   (1) Except as provided in Section 2.5(c) below, if and whenever Maker shall:

, then and in each such case (a “ Common Trigger Issuance ”), effective as of the close of business on the effective date of the Common Trigger Issuance, the then-existing Fixed Common Conversion Price shall be adjusted immediately thereafter so that it shall equal the price determined by dividing (i) the sum of (x) the number of shares of Common Stock issued and outstanding immediately prior to the issuance of such securities multiplied by the Fixed Common Conversion Price plus (y) the aggregate consideration received for such securities (which, in the case of Common Options or Common Convertible Securities shall equal the product of the price per share determined in Section 2.5(a)(1)(B) or 2.5(a)(1)(C) above and the total number of shares of Common Stock issuable upon the conversion or exchange of such Common Convertible Securities, or the exercise of such Common Options, or upon the conversion or exchange of the maximum amount of such Common Convertible Securities issuable upon the exercise of such Common Options), by (ii) the number of shares of Common Stock issued and outstanding immediately after the issuance of such securities. Such adjustment shall be made successively whenever such an issuance is made.

(b)   (1) Except as provided in Section 2.5(c) below, if and whenever Maker shall:

, then and in each such case (a “ Preferred Trigger Issuance ”), effective as of the close of business on the effective date of the Preferred Trigger Issuance, the then-existing Fixed Preferred Conversion Price shall be adjusted immediately thereafter so that it shall equal the price determined by dividing (i) the sum of (x) the aggregate number of shares of Series B Preferred Stock or Series C Preferred Stock issued and outstanding immediately prior to the issuance of such securities multiplied by the Fixed Preferred Conversion Price plus (y) the aggregate consideration received for such securities (which, in the case of Preferred Options or Preferred Convertible Securities shall equal the product of the price per share determined in Section 2.5(b)(1)(B) or 2.5(b)(1)(C) above and the total aggregate number of shares of Series B Preferred Stock or Series C Preferred Stock issuable upon the conversion or exchange of such Preferred Convertible Securities, or the exercise of such Preferred Options, or upon the conversion or exchange of the maximum amount of such Preferred Convertible Securities issuable upon the exercise of such Preferred Options), by (ii) the aggregate number of shares of Series B Preferred Stock or Series C Preferred Stock issued and outstanding immediately after the issuance of such securities. Such adjustment shall be made successively whenever such an issuance is made.

(b)   (2) In the event the purchase price provided for in any Common Option or Preferred Option, the additional consideration, if any, payable upon the conversion or exchange of any Common Convertible Securities or Preferred Convertible Securities, or the rate at which Common Convertible Securities or Preferred Convertible Securities are convertible into or exchangeable for Common Stock, Series B Preferred Stock or Series C Preferred Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Fixed Common Conversion Price and/or Fixed Preferred Conversion Price, as applicable, in effect at the time of such event shall forthwith be readjusted to the Fixed Common Conversion Price and/or Fixed Preferred Conversion Price which would have been in effect at such time had such Common Options, Preferred Options, Common Convertible Securities, or Preferred Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment the Fixed Common Conversion Price and/or Fixed Preferred Conversion Price then in effect hereunder is thereby reduced.

(b)   (3) The number of securities outstanding at any given time shall not include shares owned or held by or for the account of Maker or any of its subsidiaries, and the disposition of any such shares (other than the cancellation or retirement thereof) shall not be considered an issue or sale of securities for the purpose of this Section 2.5.

(c)   Anything herein to the contrary notwithstanding, Maker shall not be required to make any adjustment under Section 2.5(a) and 2.5(b) in the case of the following issuances from and after the date hereof: (i) issuances upon the exercise of any Common Options, Preferred Options, Convertible Securities, or Preferred Convertible Securities granted, issued and outstanding on the date hereof unless the purchase price provided for in any Common Option or Preferred Option, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or Preferred Convertible Securities, or the rate at which Convertible Securities or Preferred Convertible Securities are convertible into or exchangeable for Common Stock, Series B Preferred Stock or Series C Preferred Stock shall change at any time, in which case such adjustments, if any, shall be governed by Section 2.5(b)(2); (ii) issuances upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of Maker existing as of the date hereof, so long as the issuance of such stock or options is approved by the board of directors of Maker; (iii) issuances of securities as consideration for a merger or consolidation with, or purchase of assets or capital stock from, a non-affiliated third party or in connection with any strategic partnership or joint venture with a non-affiliated third party (the primary purpose of any such action is not to raise equity capital); (iv) shares of Common Stock or Series C Preferred Stock issuable upon the conversion of the Principal Amount and accrued but unpaid interest hereunder; (v)securities issued or issuable as a result of any stock split, combination, dividend, distribution, reclassification, exchange or substitution for which an equitable adjustment is provided for in Sections 2.4; (vi) securities issued or issuable with respect to any price adjustment provisions; (vii) no