<SEQUENCE>3

<FILENAME>ex42.txt

<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT

<TEXT>

                          REGISTRATION RIGHTS AGREEMENT





         REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September

20, 2005, by and among GPS Industries Inc., a Nevada corporation with its

headquarters located at Suite 214, 5500- 152nd Street, Surrey, British Columbia

V3S-5J9 (the "Company"), and each of the undersigned (together with their

respective affiliates and any assignee or transferee of all of their respective

rights hereunder, the "Initial Investors").



         WHEREAS:



A. In connection with the Securities Purchase Agreement by and among the parties

hereto of even date herewith (the "Securities Purchase Agreement"), the Company

has agreed, upon the terms and subject to the conditions contained therein, to

issue and sell to the Initial Investors (i) secured convertible notes in the

aggregate principal amount of up to Three Million Seven Hundred and Twenty

Thousand Dollars ($3,720,000) (the "Notes") that are convertible into shares of

the Company's common stock (the "Common Stock"), upon the terms and subject to

the limitations and conditions set forth in such Notes and (ii) warrants (the

"Warrants") to acquire an aggregate of 6,000,000 shares of Common Stock, upon

the terms and conditions and subject to the limitations and conditions set forth

in the Warrants; and



B. To induce the Initial Investors to execute and deliver the Securities

Purchase Agreement, the Company has agreed to provide certain registration

rights under the Securities Act of 1933, as amended, and the rules and

regulations thereunder, or any similar successor statute (collectively, the

"1933 Act"), and applicable state securities laws;



         NOW, THEREFORE, in consideration of the premises and the mutual

covenants contained herein and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Company and each

of the Initial Investors hereby agree as follows:



1. DEFINITIONS.



a. As used in this Agreement, the following terms shall have the following

meanings:



(i) "Investors" means the Initial Investors and any transferee or assignee who

agrees to become bound by the provisions of this Agreement in accordance with

Section 9 hereof.



(ii) "register," "registered," and "registration" refer to a registration

effected by preparing and filing a Registration Statement or Statements in

compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any

successor rule providing for offering securities on a continuous basis ("Rule

415"), and the declaration or ordering of effectiveness of such Registration

Statement by the United States Securities and Exchange Commission (the "SEC").



(iii) "Registrable Securities" means the Conversion Shares issued or issuable

upon conversion or otherwise pursuant to the Notes and Additional Notes (as

defined in the Securities Purchase Agreement) including, without limitation,

Damages Shares (as defined in the Notes) issued or issuable pursuant to the

Notes, shares of Common Stock issued or issuable in payment of the Standard

Liquidated Damages Amount (as defined in the Securities Purchase Agreement),

shares issued or issuable in respect in redemption of the Notes in accordance

with the terms thereof) and Warrant Shares issuable, upon exercise or otherwise

pursuant to the Warrants and Additional Warrants (as defined in the Securities

Purchase Agreement), and any shares of capital stock issued or issuable as a

dividend on or in exchange for or otherwise with respect to any of the

foregoing.



(iv) "Registration Statement" means a registration statement of the Company

under the 1933 Act.



b. Capitalized terms used herein and not otherwise defined herein shall have the

respective meanings set forth in the Securities Purchase Agreement or the

Convertible Note.



2. REGISTRATION.



a. Mandatory Registration. The Company shall prepare, and, on or prior to thirty

(30) days from the date of Closing (as defined in the Securities Purchase

Agreement) (the "Filing Date"), file with the SEC a Registration Statement on

Form S-3 (or, if Form S-3 is not then available, on such form of Registration

Statement as is then available to effect a registration of the Registrable

Securities, subject to the consent of the Initial Investors, which consent will

not be unreasonably withheld) covering the resale of the Registrable Securities

underlying the Notes and Warrants issued or issuable pursuant to the Securities

Purchase Agreement, which Registration Statement, to the extent allowable under

the 1933 Act and the rules and regulations promulgated thereunder (including

Rule 416), shall state that such Registration Statement also covers such

indeterminate number of additional shares of Common Stock as may become issuable

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