LICENSE AGREEMENT

Exhibit 10.1

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.

II. GRANT OF NON-EXCLUSIVE LICENSE

          2.1 Licensor hereby grants and Licensee hereby accepts a non-exclusive 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 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.

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