<SEQUENCE>7

<FILENAME>ex46.txt

<DESCRIPTION>FORM OF CALLABLE SECURED CONVERTIBLE NOTE

<TEXT>



         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED

         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE

         SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF

         AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT,

         OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR

         OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT

         REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR

         REGULATION S UNDER SAID ACT.





                        CALLABLE SECURED CONVERTIBLE NOTE



Surrey, British Columbia

September 20, 2005                                                     $226,920



                  FOR VALUE RECEIVED, GPS Industries, Inc., a Nevada corporation

(hereinafter called the "Borrower"), hereby promises to pay to the order of AJW

PARTNERS, LLC or registered assigns (the "Holder") the sum of $226,920, on

September 20, 2008 (the "Maturity Date"). Any amount of principal on this Note

which is not paid when due shall bear interest at the rate of fifteen percent

(15%) per annum from the due date thereof until the same is paid ("Default

Interest"). All payments due hereunder (to the extent not converted into common

stock, $.001 par value per share (the "Common Stock") in accordance with the

terms hereof) shall be made in lawful money of the United States of America. All

payments shall be made at such address as the Holder shall hereafter give to the

Borrower by written notice made in accordance with the provisions of this Note.

Whenever any amount expressed to be due by the terms of this Note is due on any

day which is not a business day, the same shall instead be due on the next

succeeding day which is a business day. As used in this Note, the term "business

day" shall mean any day other than a Saturday, Sunday or a day on which

commercial banks in the city of New York, New York are authorized or required by

law or executive order to remain closed. Each capitalized term used herein, and

not otherwise defined, shall have the meaning ascribed thereto in that certain

Securities Purchase Agreement, dated September 20, 2005, pursuant to which this

Note was originally issued (the "Purchase Agreement").



         This Note is free from all taxes, liens, claims and encumbrances with

respect to the issue thereof and shall not be subject to preemptive rights or

other similar rights of shareholders of the Borrower and will not impose

personal liability upon the holder thereof. The obligations of the Borrower

under this Note shall be secured by that certain Security Agreement and

Intellectual Property Security Agreement, each dated September 20, 2005 by and

between the Borrower and the Holder.



<PAGE>



         The following terms shall apply to this Note:



ARTICLE I.                                                CONVERSION RIGHTS



     1.1  Conversion  Right.  The Holder shall have the right from time to time,

and at any time on or prior to the earlier of (i) the Maturity Date and (ii) the

date of payment of the Default  Amount (as defined in Article  III)  pursuant to

Section  1.6(a) or Article III, the  Optional  Prepayment  Amount (as defined in

Section  5.1 or any  payments  pursuant to Section  1.7,  each in respect of the

remaining  outstanding  principal amount of this Note to convert all or any part

of the outstanding and unpaid  principal amount of this Note into fully paid and

non-assessable  shares of Common Stock, as such Common Stock exists on the Issue

Date,  or any shares of capital  stock or other  securities of the Borrower into

which such  Common  Stock  shall  hereafter  be changed or  reclassified  at the

conversion  price (the  "Conversion  Price")  determined  as provided  herein (a

"Conversion");  provided, however, that in no event shall the Holder be entitled

to convert any portion of this Note in excess of that  portion of this Note upon

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