May 2, 2008
PERSONAL AND CONFIDENTIAL
Reference is made to (i) that certain Term Sheet (the “ Term Sheet ”), by and between GPS Industries, Inc., a Nevada corporation (“ GPSI ”) and Silicon Valley Bank (“ SVB ”), dated as of April 18, 2008, (ii) that certain [Amended Loan and Security Agreement] (the “ Amended Loan and Security Agreement ”), by and between GPSI and SVB, dated as of May 2, 2008, and (iii) that certain Pledge Agreement (the “ Pledge Agreement ”, and collectively with the Amended Loan and Security Agreement and the Pledge Agreement, the “ Agreements ”), by and between Great White Shark Enterprises LLC, a Florida limited liability company (“ GWSE ” or “ you ”) and SVB, pursuant to which you have agreed to pledged up to $3.5 million as security (the " Security ") for advances made by SVB under the Amended Loan and Security Agreement. This letter agreement (the “ Fee Letter ”) is the facility fee agreement referred to in the Term Sheet.
In addition to any fees or other amounts payable by GPSI to you under the terms of the A