MASTER PURCHASE AGREEMENT

Exhibit 10.27

MASTER PURCHASE AGREEMENT

THIS MASTER PURCHASE AGREEMENT (this “Agreement”)   is made and entered on 8 April 2009, by and between GPS Golf Investors LLC, a Florida limited liability company ("Purchaser"), and GPS Industries, Inc., a Nevada corporation ("Seller").

R E C I T A L S

A.           Seller has requested that Purchaser purchase Equipment from Seller pursuant to this Agreement and lease the Equipment to Customers pursuant to an Equipment Lease.

B.           Purchaser has agreed to purchase the Equipment from Seller pursuant to this Agreement and lease the Equipment to Customers pursuant to an Equipment Lease, subject to the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Capitalized terms not defined elsewhere in this Agreement shall have the meaning set forth in Schedule 1 of this Agreement.

(a)   Seller hereby agrees to convey, sell, and deliver to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller, upon the terms and conditions set forth in this Agreement, the Equipment described on each Purchase Supplement that shall be executed and delivered by Seller and Purchaser.  Each Purchase Supplement will be entered into pursuant to and conditioned upon the terms set forth in Schedule 2 of this Agreement or such other terms as are agreed upon in writing by Seller and Purchaser.

(b)   This Agreement contains general terms and conditions that shall apply to each Purchase Supplement.  Each Purchase Supplement will contain terms and conditions applying only to the Item of Equipment covered by that Purchase Supplement.  Each Purchase Supplement shall be subject to all of the terms and conditions set forth in this Agreement.  If there is any conflict between the terms of this Agreement and the terms of a Purchase Supplement, the terms of this Agreement shall control.  Each Purchase Supplement shall constitute a separate purchase of the Item of Equipment subject thereto and shall be separately enforceable.

Purchaser shall pay Seller for each Item of Equipment in the amounts and on the dates specified in the related Purchase Supplement.  The parties acknowledge and agree that the purchase price (“Purchase Price”) shall be the Seller’s cost of goods for the hardware components of the Equipment and such Purchase Price shall be paid directly to Seller’s vendors.

(a)   Equipment . Seller has good and marketable title to, and is the owner of, the Equipment, free and clear of all of all liens, mortgages, security interests, leases, options, pledges, charges, covenants, conditions, restrictions and other encumbrances and claims of any kind or character whatsoever (collectively, “Encumbrances”) (other than those Encumbrances which shall be released upon sale and delivery of each Item of Equipment to Purchaser).  Upon execution of each Purchase Supplement, Purchaser will have good and marketable title to the Item of Equipment referred to in such Purchase Supplement, free and clear of all Encumbrances.  The manufacture and sale of the Equipment by Seller, and the use and lease of the Equipment by Purchaser does not violate, infringe, misappropriate or misuse any intellectual property rights or trade secrets of any person.

(b)   No Fraudulent Transfer .  The transactions contemplated by this Agreement are not fraudulent to any of Seller's creditors, whether or not the creditor's claims arose before or after the execution of a Purchase Supplement or the occurrence of any such transaction. This Agreement is not being executed: (a) with actual intent to hinder, delay, or defraud any of Seller's creditors; or (b) without receiving a reasonably equivalent value in exchange for the consideration provided by Seller under this Agreement.

(a)   Concurrently with the purchase of each Item of Equipment by Purchaser, Seller shall enter into a maintenance agreement (the “Maintenance Agreement”) with each Customer in which Seller agrees to properly service and maintain the Item of Equipment.  Purchaser will collect all such service fees for the term of the Equipment Lease and any extensions thereto and will forward the service fees to Seller as provided herein and in the Purchase Supplements and further will provide in each Equipment Lease that the failure of the lessee to pay all fees owed under the Maintenance Agreement will constitute a default under the Equipment Lease.

(b)    Notwithstanding anything to the contrary contained in Section 5(b) , Seller agrees that regardless of terms of such Maintenance Agreement or the payment by prospective lessee of its payment obligations thereunder, Seller shall be responsible for all costs, expenses and obligations of every kind and nature incurred in connection with the use or operation of the Equipment which may arise or be payable during the life of the Equipment hereunder, whether or not such cost, expense or obligation is specifically referred to herein, provided that in the event the lessee fails to pay any fees owed under the Maintenance Agreement, Purchaser takes commercially reasonable efforts to exercise its remedies thereunder.  Seller at all times shall maintain, service and repair any damage to the Equipment so as to keep the Equipment in good and efficient working order, condition and repair, ordinary and reasonable wear and tear resulting from proper use excepted, and make all inspections and repairs, including replacement of worn parts, to effect the foregoing and to comply with requirements of laws, regulations, rules and provisions and conditions of insurance policies.  All replacements, repairs, improvements, alterations, substitutions and additions shall constitute accessions to the Equipment and title thereto shall vest in Purchaser, and shall be free of any and all liens.  In performing its obligations under this Section, Seller will not treat the Equipment less favorably than similar equipment that it owns or leases.

(c)   Seller assumes all risk of and shall indemnify and hold harmless Purchaser from and against all damage to and loss of the Equipment arising out of any action or omission in connection with the performance of its services under any Maintenance Agreement, whether or not such loss or damage is or could have been covered by insurance (an “Event of Loss”).  Each party shall promptly give the other party written notice of any material loss or damage, describing completely and in detail the cause and the extent of loss and damage.  Upon the occurrence of an Event of Loss, at its option, Seller shall: (i) repair or restore the damaged or lost Items of Equipment to good condition and working order; or (ii) replace the damaged or lost Items of Equipment with similar equipment of equal value in good condition and working order; or (iii) pay Purchaser in cash the higher of (A) the purchase price of the damaged or lost Items of Equipment, and (B) the full replacement value   of the damaged or lost Items of Equipment within thirty (30) days following Seller’s knowledge of such Event of Loss.  Upon Seller’s compliance with the foregoing, Purchaser shall pay or cause to be paid over to Seller the net proceeds of insurance, if any, with respect to such damage or loss.

(d)   Seller and Purchaser agree that the service fee payable to the Seller under the Maintenance Agreements shall be as detailed in each Purchase Supplement and summarized below:

(a)   Seller agrees to and does hereby indemnify and hold Purchaser and any successor, assignee or secured party of Purchaser and any directors, officers, partners, managers, members, employees, persons controlling or controlled by and any agents or attorneys of any of the foregoing, on an after-tax basis harmless from and against any and all expense, liability or loss whatsoever, including, without limitation, reasonable legal fees and expenses, which may be asserted against or incurred in any manner by or for the account of any of the foregoing persons, relating to or in any way arising out of this Agreement, the Purchase Supplements or the Lease Documents or the purchase, ownership, delivery, installation, possession, lease, use, operation, removal, return, sale, disposition or condition of the Equipment hereunder or in connection herewith (including, without limitation, expense, liability or loss relating to or in any way arising out of injury to persons or property, patent or invention rights or strict liability in tort).   Each party shall give the other party notice of any event or condition which requires indemnification by Seller hereunder, or any allegation of such event or condition, promptly upon obtaining knowledge thereof.  Seller shall pay Purchaser, upon demand, all amounts due under this Section 6 .  All of the indemnities and agreements of Seller contained in this Section 6 shall survive and continue in full force and effect notwithstanding termination of this Agreement or of the lease of any or all Items of Equipment hereunder.

(b)   Seller shall pay all fees, costs and expenses of Purchaser, including reasonable attorneys’ fees and costs, relating to or arising from: (i) the exercise or enforcement of any of the ri