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EXHIBIT
10.2
May
2, 2008
PERSONAL
AND CONFIDENTIAL
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Great
White Shark Enterprises LLC
501
N. Highway A1A
Jupiter,
Florida 33477
Attn:
Bart Collins
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| Re: |
Facility Fees for up to $3.5 Million Pledge
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Dear
Bart:
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
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