Preview | Pledge and Security Agreement |

PLEDGE AND SECURITY AGREEMENT (this Agreement) dated as of May 8, 2007, made by Leisurecorp LLC, a Dubai limited liability company (Pledgor), in favor of GPS Industries, Inc., a Nevada corporation (Pledgee).

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of May 8, 2007 (the Securities Purchase Agreement), concurrently with the execution of this Agreement Pledgee is selling and issuing to Pledgor (i) 1,000,000 shares (the Pledged Shares) of Series B Convertible Preferred Stock of Pledgee and (ii) warrants to purchase 40,983,607 shares of the Pledgees common stock (the Common Stock) at an exercise price per share of $.122 (the Pledged Warrants), all in consideration of Pledgors promissory note in favor of Pledgee dated the date hereof in the principal amount of $10,000,000 (the Promissory Note); and

WHEREAS, in order to secure Pledgors obligations to Pledgee under the Promissory Note, Pledgor has agreed to pledge to Pledgee the Pledged Shares and the Pledged Warrants in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the premises and the agreements herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Definitions. All terms used in this Agreement which are defined in Article 9 of the Uniform Commercial Code as currently in effect in the State of New York (the Code) and which are not otherwise defined herein shall have the same meanings herein as set forth in the Code. The term Default shall mean the occurrence of an Event of Default under the Promissory Note or any material breach of any of Pledgor's representations, warranties or covenants in this Agreement. All other terms used but not defined herein shall have the meanings ascribed to such terms in the Promissory Note.

(a) As collateral security for all of the Obligations (as defined in Section 3 hereof), Pledgor hereby pledges and assigns to Pledgee, and grants to Pledgee a continuing security interest in, the following:

(i) the Pledged Shares, any certificates representing the Pledged Shares, and all shares of Common Stock issuable upon the conversion of the Pledged Shares;

in each case, as Pledgors interest therein may arise or appear (whether by ownership, security interest, claim or otherwise). The foregoing collateral is herein referred to as the Pledged Collateral, provided, however, that to the extent that any of the foregoing assets are, from time to time, released pursuant to Section 11 below, such released assets shall cease being Pledged Collateral and shall after such release no longer be subject to this Agreement, and shares of Series B Convertible Preferred Stock and warrants that are, from time to time, released pursuant to Section 11 shall cease being Pledged Shares and Pledged Warrants.

3. Security for Obligations. The security interest created hereby in the Pledged Collateral constitutes continuing collateral security for the following (collectively, the Obligations): (i) The prompt payment and satisfaction by Pledgor of all of its liabilities and obligations under the Promissory Note; (ii) the performance by Pledgor of all of its obligations arising under, or contemplated by, this Agreement; and (iii) the payment of all amounts from time to time owing to Pledgee by the Pledgor under this Agreement, including payment of any and all costs and expenses (including, without limitation, reasonable attorneys fees and expenses) incurred by Pledgee in the collection of the Promissory Note and in the enforcement of its rights under this Agreement.