EMPLOYMENT AGREEMENT

Executive Employment Agreement

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GPS INDUSTRIES, INC.

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Title: EMPLOYMENT AGREEMENT
Governing Law: Nevada Date: 6/19/2008
Industry: Business Services Sector: Services

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“ Agreement ”), dated as of June 16, 2008, by and between GPS Industries, Inc., a Nevada corporation (the “ Employer ”) and David Chessler, an individual residing at 1026 Las Posas San Clemente, CA 92673 (the “ Executive ”).

RECITAL

WHEREAS, the Employer and the Executive desire to set forth the terms pursuant to which the Executive will be employed by the Employer as its Chief Executive Officer.

NOW, THEREFORE, the Employer and the Executive hereby agree as follows:

Section 1. Employment

(a) The Employer shall employ the Executive, and the Executive agrees to be employed by the Employer, upon the terms and conditions hereinafter provided, for a term commencing June 16, 2008 (the “ Effective Date ”) and expiring December 31, 2011 unless earlier terminated pursuant to the terms hereto (the “ Term ”).

(b) The Executive hereby represents, warrants and covenants that (1) the Executive has the legal capacity to execute and perform this Agreement, (2) this Agreement is a valid and binding agreement enforceable against the Executive according to its terms, (3) the execution and performance of this Agreement by the Executive does not violate the terms of any existing agreement or understanding to which the Executive is a party or any rights of any third party, and (4) in performing his services hereunder, Executive will not use any intellectual property owned by any third party except with proper license or other authorization.

Section 2. Duties. The Executive shall report to the Board of Directors of the Employer (the “ Board ”) and have the title of Chief Executive Officer of the Employer. The Executive shall be appointed to the Employer’s board of directors and be nominated for election as a member of the Board at each annual meeting of shareholders of the Employer occurring during the Term. The Executive shall have such duties as are generally applicable to chief executive officers of companies similar to that of the Employer and which are consistent with the Executive’s experience, expertise and position as shall be assigned to the Executive from time to time by the Board. During the Term, and except for vacation in accordance with the Employer’s standard vacation policies or due to illness or incapacity, the Executive shall devote all of the Executive’s business time, attention, skill and efforts exclusively to the business and affairs of the Employer and its parents, subsidiaries and affiliates. The Executive understands that the Employer is currently headquartered in Vancouver, British Columbia with substantial operations in Austin, Texas. While the Employer is considering moving its headquarters to the Sarasota, Florida region, no final decision has been made. Accordingly, Executive may be required to spend all or a substantial portion of his time at the Employer’s existing locations. Notwithstanding anything herein to the contrary, to the extent that the following does not impair Executive’s ability to perform Executive’s duties pursuant to this Agreement, nor violate the terms of the provisions set forth in Section 6 hereof, Executive may make personal investments in such form or manner as will not require the Executive’s services in the operation or affairs of the business in which such investments are made. Further, it is understood that the Executive owns directly or indirectly systems relating to GPS golf course products (“Systems”) consisting of approximately 2,000 GPS Video Display units (“ Units ”) in North America and 700 Units outside North America which the Executive leases to golf courses (“ Leases ”). To avoid conflict, so long as Executive is employed by the Employer, the Executive hereby assigns all of his rights in all of the advertising revenues generated from the Units. Should the Executive no longer be employed by the Employer, any advertising agreements that were then in existence with respect to the Units shall be entitled to run throughout the term of the advertising contracts except that the Executive shall be entitled to the revenues therefrom from the effective date of his termination. During the Term, the Executive will also negotiate and split with the Employer a portion of all of the service and support revenue that he receives, and the Employer in turn will provide service and support to all of the courses covered by the Leases. During the period ending on the earlier of December 31, 2011 or the Termination Date, Employer will not sell its Units to golf courses if such Units will interfere with the Leases, and the Executive will not remove the Units from their existing locations so as to compete with the Employer. As used herein, “ compete ” means selling or leasing the Units to (a) courses which then use Units provided by the Employer; or (b) courses which are on a prospect list of the Employer with targeted transactions to take place within nine months from the date of removal. Additionally, during the Term, the Executive shall not acquire additional Systems for lease to golf courses which the Employer or its contracted lease financing company (after notice from the Executive) has indicated it is interested in leasing. The Executive shall not allocate more than five (5) hours a month to this business activity.

Section 3. Compensation. For all services rendered by the Executive in any capacity required hereunder during the Term, including, without limitation, services as an officer, director, or member of any committee of the Employer or any parent, subsidiary, affiliate or division thereof, the Executive shall be compensated as follows:

(a) The Employer shall pay the Executive a fixed salary (“ Base Salary ”) at a rate of $120,000 per annum from the Effective Date through December 31, 2009, $126,000 per annum from January 1, 2010 through December 31, 2010, and $132,000 per annum from January 1, 2011 until the last day of the Executive’s employment with the Employer. The Board may from time to time further increase the Base Salary in its sole discretion. The Base Salary shall be payable in accordance with the customary payroll practices of the Employer.

(b) For each twelve-month period, commencing January 1, 2009, and each annual period thereafter, Executive shall be entitled to a bonus of 50% of the then applicable Base Salary (the “ Bonus Amount ”) if at least half of the Performance Criteria for such year have been achieved as reflected in the table in Section 3(c) (the “ Performance Criteria ”). Any Bonus shall be payable within thirty days following the filing date of the Employer’s 10-K Report for the applicable year.

(c) Executive is hereby granted options (the " Options ") to purchase an aggregate of 60,000,000 shares of the Employer's Common Stock (the " Option Shares "). The Options shall be divided into thirty-nine tranches (each a " Tranche "). Tranches 1-15 shall have a term of 30 months and Tranches 16-39 shall have a term of two years from the date such Tranche vests. No Tranche which requires the satisfaction of Performance Criteria shall vest unless such Criteria have been met for the applicable period as set forth on the following table. If such Criteria have not been so met, the Options granted with respect to such Tranche shall be deemed to have expired and may not be exercisable. The Options are being granted pursuant to and subject to the Employer's existing Stock Option Plan (the " Plan "), it being understood, however, that the grant hereunder is subject to shareholder approval to increase the authorized number of Option Shares eligible to be granted thereunder. The Employer shall use its best efforts to obtain such approval as soon as practicable. The terms of the Options are as follows:

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Tranche	Number of Option Shares		Vesting		Exercise Price		Performance Criteria
1		2,500,000		June 11, 2008	$	.031		None
2		1,000,000		June 11, 2008	$	.061		None
3		500,000		December 31, 2008	$	.031		Business plan completed, presented to the Board of Directors by June 30, 2008 and subsequently approved by the Board.
4		2,500,000		December 31, 2008	$	.031		Formation of Lease Repurchase Company before August 15, 2008.
5		2,500,000		December 31, 2008	$	.031		Formation of Finance Company before August 15, 2008
6		3,000,000		December 31, 2009	$	.031		100 plus installations (18 hole equivalent golf courses).
7		2,000,000		December 31, 2009	$	.061		100 plus installations (18 hole equivalent golf courses).
8		2,200,000		December 31, 2009	$	.031		Gross revenue of over $20,000,000 for the fiscal year ending December 31, 2009.
9		1,000,000		December 31 2009	$	.061		Gross revenue of over $20,000,000 for the fiscal year ending December 31, 2009.
10		2,000,000		December 31, 2009	$	.031		Gross margin of over 30% for the fiscal year ending December 31, 2009.
11		500,000		December 31, 2009	$	.061		Gross margin of over 30% for the fiscal year ending December 31, 2009.
12		2,000,000		December 31, 2009	$	.031		EBITDA neutral for year ending December 31, 2009.
13		1,000,000		December 31, 2009	$	.061		EBITDA neutral for year ending December 31, 2009.
14		100,000		December 31, 2009	$	.031		Prepare business plan for 2010 by November 1, 2009 and subsequently approved by the Board.
15		100,000		December 31, 2009	$	.061		Prepare business plan for 2010 by November 1, 2009 and subsequently approved by the Board.

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16	3,000,000	December 31, 2010	$	.031	120 plus installations (18 hole equivalent golf courses).
17	1,200,000	December 31, 2010	$	.061	120 plus installations (18 hole equivalent golf courses).
18	2,000,000	December 31, 2010	$	.031	Gross revenue of over $24,000,000 for the fiscal year ending December 31, 2010.
19	1,000,000	December 31, 2010	$	.061	Gross revenue of over $24,000,000 for the fiscal year ending December 31, 2010.
20	2,000,000	December 31, 2010	$	.031	Gross margin of over 35% for the fiscal year ending December 31, 2009.
21	1,000,000	December 31, 2010	$	.061	Gross margin of over 35% for the fiscal year ending December 31, 2009.
22	2,200,000	December 31, 2010	$	.031	EBITDA positive of $2,000,000 for year ending December 31, 2010.
23	1,000,000	December 31, 2010	$	.061	EBITDA positive of $2,000,000 for year ending December 31, 2010.
24	2,200,000	December 31, 2010	$	.031	Net profit positive of $1,000,000 for the fiscal year ending December 31, 2010.
25	1,000,000	December 31, 2010	$	.061	Net profit positive of $1,000,000 for the fiscal year ending December 31, 2010.
26	100,000	December 31, 2010	$	.031	Prepare business plan for 2011 by November 1, 2010 and subsequently approved by the Board.
27	100,000	December 31, 2010	$	.061	Prepare business plan for 2011 by November 1, 2010 and subsequently approved by the Board.
28	3,000,000	December 31, 2011	$	.031	144 plus installations (18 hole equivalent golf courses).
29	2,000,000	December 31, 2011	$	.061	144 plus installations (18 hole equivalent golf courses).
30	2,000,000	December 31, 2011	$	.031	Gross revenue of over $28,800,000 for the fiscal year ending December 31, 2011.
31	2,000,000	December 31, 2011	$	.061	Gross revenue of over $28,800,000 for the fiscal year ending December 31, 2011.

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32	2,000,000	December 31, 2011	$	.031	Gross margin of over 40% for the fiscal year ending December 31, 2011.
33	1,000,000	December 31, 2011	$	.061	Gross margin of over 40% for the fiscal year ending December 31, 2011.
34	2,000,000	December 31, 2011	$	.031	EBITDA positive of $2,400,000 for the fiscal year ending December 31, 2011.
35	2,000,000	December 31, 2011	$	.061	EBITDA positive of $2,400,000 for the fiscal year ending December 31, 2011.
36	2,000,000	December 31, 2011	$	.031	Net profit $1,400,000 for the fiscal year ending December 31, 2011.
37	2,000,000	December 31, 2011	$	.061	Net profit $1,400,000 for the fiscal year ending December 31, 2011.
38	200,000	December 31, 2011	$	.031	Prepare business plan for 2012 by November 1, 2011 and subsequently approved by the Board.
39	100,000	December 31, 2011	$	.061	Prepare business plan for 2012 by November 1, 2011 and subsequently approved by the Board.

The number of Option Shares and the exercise prices shall be adjusted for any stock splits, stock dividends, recapitalizations.

As used herein, gross margin means net revenue divided by installation costs (cost of goods and installation expenses). EBITDA means for the Employer and its subsidiaries, an amount equal to (a) the sum (without duplication) of (i) annual net income plus (ii) to the extent deducted in determining annual net income, (A) interest expense, (B) income tax expense, (C) depreciation and amortization, (D) net losses on asset sales for such period, and (E) other non-cash charges for such period (excluding any non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period) minus (b) to the extent included in determining annual net income, (i) net gains on asset sales for such period, (ii) other non-cash items increasing annual net income (excluding any non-cash gains for such period resulting from the reversal of an accrual or reduction or elimination of a reserve established in a prior period to the extent the related non-cash charge was excluded in accordance with clause (a)(ii)(E) above). Net profit means the net income of the Employer without regard to any financial reporting charge arising from (a) the conversion of Series B Preferred Stock, (b) the conversion of any other class or series of equity securities, (c) depreciation and amortization, or (d) adjustments related to prior transactions.

As a condition to exercise of the Options, the Employer may require the Executive to pay over to the Employer all applicable federal, state and local taxes which the Employer is required to withhold with respect to the exercise of the Options. At the discretion of the Board of Directors and upon the request of the Executive, the minimum statutory withholding tax requirements may be satisfied by the withholding of Option Shares otherwise issuable to the Executive upon the exercise of the Options. The Executive understands that: (a) unless the issuance of the Option Shares to the Executive upon exercise of the Options is registered under the Securities Act of 1933, as amended (the “ Securities Act ”), the Option Shares will be “restricted securities” within the meaning of Rule 144 under such Act; and (b) the Option Shares may not be sold, transferred or assigned by the Executive except pursuant to an effective registration statement under the Securities Act or an exemption from registration under the Securities Act. The Executive agrees that any certificates evidencing Option Shares may bear a legend indicating that their transferability is restricted in accordance with applicable state and federal securities laws. Notwithstanding the foregoing, the Employer shall use commercially reasonable best efforts as soon as practicable to have the shares of common stock of the Employer issuable upon the exercise of the Options covered by a registration statement on Form S-8.

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(d) Except as expressly modified by this Agreement, the Executive shall be entitled to participate in all employee benefit plans or programs, and to receive all benefits, perquisites and emoluments, which are approved by the Board and are generally made available by the Employer to salaried employees of the Employer, to the extent permissible under the general terms and provisions of such plans or programs and in accordance with the provisions thereof. Notwithstanding the foregoing, nothing in this Agreement shall require any particular plan or program to be continued nor preclude the amendment or termination of any such plan or program, provided that such amendment or termination is applicable generally to the employees of the Employer.

(e) The Executive shall be entitled to four (4) weeks vacation per calendar year during the Term, and a car allowance of $1,000 per month.

(f) Notwithstanding anything herein to the contrary, Executive hereby acknowledges and consents to readjustments to the Performance Criteria for any acquisitions by the Employer of an unaffiliated third party. Any adjustments to the Performance Criteria, will be mutually agreed upon between the Employer and the Executive.

Section 4. Business Expenses. The Employer shall pay or reimburse the Executive for all necessary expenses reasonably incurred by the Executive in connection with the performance of the Executive’s duties and obligations under this Agreement, subject to the Executive’s presentation of appropriate vouchers in accordance with such expense account policies and approval procedures as the Employer may from time to time reasonably establish for employees (including but not limited to prior approval of extraordinary expenses). Travel by air shall be in coach except as to flights in excess of three hours, in which case Executive shall be entitled to fly business class or equivalent. Additionally, upon submission of appropriate documentation, the Employer shall reimburse the Executive for all travel related expenses incurred on behalf of the Employer during the period May 2-May 20, 2008 (up to $25,000).

Section 5. Effect of Termination of Employment.

(a) Termination Generally . Notwithstanding anything herein to the contrary, this Agreement may be terminated by the Employer, at any time, without “Cause” or “Good Reason” (each as defined below in Section 5(h)); provided , however , that Employer shall give Executive at least thirty (30) days’ prior written notice of such termination. The Employer may, in lieu of the notice period, pay the Executive’s Base Salary for the notice period. The date specified in any notice of termination as the Executive’s final day of employment shall be referred to herein as the “ Termination Date. ”

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(b) Accrued Obligations . Except as set forth in this Section 5, in the event that Executive’s employment hereunder is terminated for any reason, then Executive shall be entitled to no compensation or other benefits of any kind whatsoever, other than (i) payment of any unpaid accrued vacation or business expenses, (ii) payment of any other unpaid amounts due and owing under any benefit, fringe or equity plans, and (iii) the opportunity to continue health coverage under the Employer’s group health plan in accordance with “COBRA” (“ COBRA Coverage ”) (the foregoing payments and benefits collectively referred to herein as “ Accrued Obligations ”).

(c) Termination Without Cause, Resignation for Good Reason . In the event that the Employer terminates Executive’s employment hereunder during the Term without “Cause” (defined below in Section 5(h)(i)) or the Executive resigns for “Good Reason” (defined below in Section 5(h)(iii)), then the Executive shall be entitled to no compensation or other benefits of any kind whatsoever, other than: (i) the Accrued Obligations, (ii) the Severance Amount (defined below in Section 5(h)(iv)) payable over the Severance Period (defined below in Section 5(h)(v)) in accordance with the Employer’s normal payroll practices, and (iii) the Executive’s Options (to the extent not already vested), and any other stock options shares granted to the Executive during the Term, shall become fully vested, and the Executive shall be permitted to exercise the Options for up to 24 months following the Termination Date. Notwithstanding the foregoing, (x) Options which are based on Performance Criteria with respect to any prior year which have not vested because the Performance Criteria for such year(s) have not been achieved shall not vest; and (y) 50% of the Options that are not based on Performance Criteria shall vest immediately, and the remaining 50% of such Options shall vest on the second (2 ^nd ) anniversary of the Effective Date, provided that during the 24-month period, Employer does not secure a judgment in a court of the State of Nevada or in the United States District Court in the Nevada District against Executive for breach of his obligations pursuant to this Agreement. In addition, if the Executive elects COBRA Coverage following the Termination Date, the applicable cost for such coverage during the Severance Period shall be that which the Employer charges active employe

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