Gpsi Cim Final

Copyright Envision SBS. 2007. All rights reserved.
Protected by the copyright laws of the United States & Canada and by international treaties. IT IS ILLEGAL
AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY,
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Employing Technology to Set a
New Standard in Golf Course Management

Contact:

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Kavita G. Sahai
Phone: (954) 871 6544
E-mail: kavita@havebigplans.com

Copyright Envision SBS. 2007. All rights reserved. Protected by the copyright laws of the United States & Canada and by SCLOSE TO ANY OTHER PARTY,
CONFIDENTIAL AND PROPRIETARY
Page 2 of 22
Table of Contents

CONFIDENTIAL INFORMATION MEMORANDUM ........................................................................................ 3
1. EXECUTIVE SUMMARY ..................................................................................................................................... 4
2 .THE COMPANY .................................................................................................................................................... 6
VALUE PROPOSITION ................................................................................................................................ 7
INTELLECTUAL PROPERTY ....................................................................................................................... 7
KEY STRATEGIC PARTNERSHIP AND MARKETING STRATEGY ................................................................. 7
MANUFACTURING .................................................................................................................................... 8
CORPORATE STRUCTURE ......................................................................................................................... 9
3 . INDUSTRY OVERVIEW ................................................................................................................................ 10
TARGET CUSTOMERS ............................................................................................................................. 10
INTERNATIONAL DEVELOPMENT AND EXPANSION ............................................................................... 11
COMPETITION ......................................................................................................................................... 11
4 . MANAGEMENT ............................................................................................................................................... 12
ADVISORS .............................................................................................................................................. 13
5 . FINANCIAL ANALYSIS .................................................................................................................................. 14
HISTORICAL FINANCIALS ....................................................................................................................... 14
PROJECTED FINANCIALS ........................................................................................................................ 15
6 .INVESTMENT OPPORTUNITY .................................................................................................................... 18
MULTIPLE EXIT STRATEGIES ................................................................................................................... 18
APPENDIX A - INTELLECTUAL PROPERTY AND PATENTS .................................................................. 19
APPENDIX B - PROJECTED BALANCE SHEET ............................................................................................ 20
APPENDIX C - PROJECTED CASH FLOW STATEMENT ............................................................................ 21
APPENDIX D - VALUATION OF COURSE LEASES ...................................................................................... 22

Page 3 of 22
Confidential Information Memorandum

This Confidential Information Memorandum (CIM) is based on information provided by GPS
Industries, LLC (GPSI) and has been prepared only for informational purposes. It includes
certain forward-looking statements and reflects various assumptions of management that are
subject to significant uncertainties and contingencies. If you have not executed and delivered
an approved Non-Disclosure and Confidentiality Agreement to GPSI, you are not authorized to
receive, hold or use the enclosed information. The delivery hereof shall not under any
circumstances create any implication that there has not been any change in the information
presented herein since the date hereof. The delivery of this document is intended solely for the
individual recipient, and distribution or reproduction, in whole or in part, to any other person, is
strictly prohibited.

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1. Executive Summary

Sarasota-based GPSi Holdings, LLC (GPSI or the Company) is the established leader in the
rapidly expanding market of GPS-enabled wireless golf course management systems comprised
of individual mobile display units mounted on golf cart fleets (the "System"). Among its many
feature sets, the System provides GPS acquired distance information from the cart position to
the pin and other landmarks such as traps and hazards. GPSI and its predecessors, ProLink
Holding Corp. (ProLink) and GPS Industries, Inc. have installed Systems on over 900 golf
courses globally, primarily in the US, Europe and the Middle East, which represents an
estimated 91% market share. GPSIs main product, Visage, is the Companys newly-developed,
proprietary GPS System that allows golf course owners to increase revenues, reduce expenses,
manage key assets and deliver a unique golf experience to their customers, all at a fraction of
the cost of any previous generation System sold in the golf industry.

In October of 2009, Falconhead Capital LLC, (FHC) led a series of transactions, most
significantly the acquisition of the two main service providers (GPS Industries, Inc. and ProLink)
in the industry, to take advantage of the attractive consolidation opportunity in the golf GPS
and related segments. Although there has always been demand for the Systems, competitors
in the golf cart-mounted GPS industry became financially distressed primarily due to the: (i)
high price of Systems, approximately $300K per 18-hole golf facility (ii) debilitating price
competition between the two main providers in the industry, each of which was thinly
capitalized (iii) internal cost structures of the industry participants, and (iv) current credit
market conditions - a lack of 3rd party financing for the product. With this backdrop,
management and FHC identified an opportunity to form GPSI, capitalize a leasing subsidiary to
provide flexible financing and rationalize the cost structures of the acquired companies as the
basis for future growth and profit. Since the original transaction, many of the key execution
elements of the investment thesis have been completed. Notable accomplishments since close
include:

The successful consolidation of staff and multiple facilities to GPSIs current
headquarters in Sarasota, FL; thereby, reducing fixed overhead by over 65%.
The completion and installation of the Companys next generation product, Visage,
reducing equipment costs by approximately 60% allowing GPSI to dramatically change
the value proposition to end customers.
The execution of an exclusive marketing partnership agreement with Club Car, Inc., a
division of Ingersoll Rand, to co-market GPSIs Visage System, dramatically increasing
the market visibility of the product through a sales force of over 120 representatives.
The completion and integration of 60 purchased performing GPS systems, expected to
generate a 49% IRR over a five year period.

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Established and commenced the equipment leasing operations, which are already
contributing significant cash flow and increasing the Companys recurring revenue
stream.
Because of the momentum generated by the events above and the strong value proposition
offered by GPSI to customers, the Company has already recorded 125 Visage orders in the past
twelve months, a total unmatched by any 12 month period by any of the predecessor
companies. As a frame of reference, ProLink, the most prolific of the predecessor GPS
companies, sold approximately 350 Systems from 2006 to 2009, an average of 88 per year.
Uplink, the second most prolific, sold approximately 111 GPS systems in the same time period,
averaging 28 per year.

As a result of the momentum generated by the energy, commitment and market share of the
Club Car organization, GPSI needs additional growth capital to fund an aggressive System
installation schedule in 2011 and 2012.

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2. The Company

GPSIs main business operation is the development, production, financing and after-sales
service of the Visage GPS system, the Companys latest generation System. The System displays
information on a 10.1 full color video display unit installed on the golf cart and has many
features including: accurate yardage from the cart to the pin, an electronic scorecard, a robust
tournament feature set including a real-time leaderboard, food and beverage ordering from the
cart and sophisticated reporting capabilities including cart rounds played, time per hole, and
current cart positions. The Visage System is protected by a portfolio of patents and the
intellectual property (IP) required is very difficult and time-consuming to replicate due to the
highly complex combination of technologies (including mechanical, electronic, software,
communications, etc.), extremely harsh operating environment, constraints on cost of goods,
U.S. and international compliance regulations, and need for key business relationships (e.g.
favorable cell carrier terms). The Visage design benefits from decades of engineering hours
invested in many of the legacy Systems as well as invaluable experience in deploying and
supporting these Systems.

The creation and funding of a wholly-owned leasing subsidiary has immediately allowed the
Company to offer multiple pricing options to its customers without dependence on a 3rd party
financier, while also creating a profitable recurring revenue stream. The System leases , on
average, a five-year IRR and ROI of 55% and 3.0x, respectively; however, at the end of the lease,
GPSI can inexpensively refurbish the equipment and redeploy it on a new lease yielding similar
returns. The average life of a System is ten to fifteen years. The expansion of the
equipment leasing portfolio is the biggest driver of growth and profitability for the Company
going forward.

The Company has over 900 legacy Systems deployed on golf courses. This extensive client
portfolio provides the critical mass necessary to enable GPSI to offer the opportunity to display
targeted advertisements to the golfer, one of the most highly sought after advertising
demographics by regional and national advertisers alike. Advertising revenue is shared with the
course, further contributing to the System's value proposition. The System can be utilized by
18 separate advertisers during an average 18-hole round through the cart display, which
provides the opportunity to deliver advertising messages through an interactive media tool.
Each advertisement stays in front of the golfer for several minutes at a time, providing
unmatched visibility when compared to other advertising mediums. Given these factors and
that the general income bracket and geographic location of the player is known, the Company
will be able to charge a superior rate. While advertising revenues provide a significant high
margin opportunity for the Company, and ProLink was successful in generating approximately
one million in advertising revenue in its first full year of implementation, advertising revenue is
difficult to predict and therefore management has not included any advertising revenue in the
projections.

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Value Proposition
Golf courses receive numerous benefits from installing these Systems including: increased
customer satisfaction, improved course management and potential revenue generation
opportunities through the ability to offer higher margin food and drink items as well as
advertisements and coupons. Golf courses have indicated an increase of $2 for food and
beverage per golfer per round and an average green fee increase of $1 per round. At an
average of 32,000 rounds per year, courses will increase revenues by approximately $96,000
annually. Furthermore, course owners have the ability to accommodate an average of 200
additional rounds per year. All these factors result in an overall average ROI of 125% over a 5
year rental period. As a result, GPSI has enjoyed a high customer retention rate of
approximately 75% across a large base of customers, which the Company will be able to
maintain or improve on given its increased focus on customer service. Once installed, both the
courses and golfers become acclimated to the features and functions of the technology making
it difficult for courses to remove or terminate service for these Systems.

Intellectual Property
GPSIs substantial intellectual property supports its engineering and design strengths. Through
the consolidation and the acquisition of certain assets of the legacy companies, GPSI now holds
significant and valuable IP and U.S. patents; moreover, the cutting edge proprietary
motherboard developed by Company predecessor GPS Industries, Inc. is the biggest factor in
the Systems cost reduction and was a lengthy and cost-prohibitive exercise. Taken together,
this IP establishes GPSI as the market leader as well as creates a significant barrier to entry for
any competitors in the foreseeable future. Relevant patents and IP are briefly described in
Appendix A.

Key Strategic Partnership and Marketing Strategy
In 2010, the Company signed the exclusive marketing partnership agreement with Club Car, a
leading global manufacturer and distributer of golf carts with over 50% of the worlds golf cart
market share. Through this partnership, Club Cars 120+ direct sales representatives and
extensive independent dealer network are selling Visage as a key fleet management
component of their own product offering, dramatically increasing the market visibility of Visage
and providing a valuable and independent verification of the Visage ROI-based value
proposition. As part of the exclusive agreement, Club Car absorbed GPSIs best sales
representatives to ensure the message and attributes of the product are properly conveyed,
and they continue to stay 100% focused on selling Visage. Moreover, Club Car has found it
advantageous to sell the Systems to golf courses that employ competitor carts as it allows them
to build a relationship with the course owner and provide that owner with an enhanced feature
set upgrade path if that course owner switches to Club Car carts. When installed on the Club
Car Precedent XL golf car, Visage technology integrates with the motor controller of the cart
and is capable of complete control of the cart. All sales representatives have minimum
quotas imposed by Club Car corporate leadership, and each representative or dealer
earns a commission on each sale of Visage, with or without the cart.

Page 8 of 22
As a part of this agreement, Club Car is committed to selling a minimum of 125, 135 and 145
Systems (72 units each) for 2011, 2012 and 2013, respectively. However, internal Club Car
budgets are to deploy 280 Systems in each of 2011, 2012 and 2013. These annual minimum
guarantees given by Club Car ensure that the Company will continue to achieve unprecedented
sales and installations into the next three years. Furthermore, the guaranteed minimums
represent a commitment to expanding the business beyond anything that any single cart-
mounted GPS Company has been able to achieve in the past. The addition of Club Cars sales
force gives GPSI a substantial competitive advantage and a presence in the market place that
could not be replicated with a purely internal sales force.

Manufacturing
The Company outsources all manufacturing to Escort Manufacturing Corp and EPIC
Technologies, LLC. Improving technologies have led to significantly lower manufacturing costs
with more advanced feature sets. As a result of these improvements, the cost of manufacturing
Systems has decreased by over 60%; therefore, refurbished and new Systems will be priced at
$49K to $150K, an approximate 50% discount to historic pricing. This has resulted in a
drastically lower System cost for courses, increased the size of the addressable market and
increased market penetration.
Chart 1: New System Cost Manufacturing Bridge
130,962
(25,900)
( 2,385)
(12,137)
(8,510)
(6,093)
(5,254)
(16,000)
(6,019)
48,664
5,000
25,000
45,000
65,000
85,000
105,000
125,000
145,000
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The market introduction and response has been excellent, and GPSI has already recorded
125 Visage orders in the past twelve months. In 2010, Club Car received the Ingersoll
Rand Chairmans award for the strategic development of introducing Visage to market.

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Corporate Structure
On September 25, 2009, FHC successfully entered a bid for certain assets of GPS Industries, Inc.
in a supervised 363 Sale and subsequently contributed those assets to a newly-formed, wholly-
owned operating subsidiary of GPSI. Concurrently, ProLink (Laurus) agreed to contribute
certain assets of ProLink into this operating subsidiary. At closing, a wholly-owned leasing
subsidiary of GPSI was formed that purchased a significant share of the income stream of
approximately 60 existing golf course GPS systems for approximately $6.5 million.

New equity participants (primarily FHC) invested approximately $24 million for the purchase of
the Systems referenced above, for future capital needs primarily for future lease financing of
newly sold systems, and for general corporate purposes including working capital and
transaction expenses. Given the Companys strong growth projectile, FHC invested $5 million in
2010 and will be investing an additional $2.5 million in March 2011 to fund the increased
demand in the Companys Systems. All cash flows generated by leases that the leasing
subsidiary finances are remitted to the operating subsidiary to fund business operations. The
following chart graphically represents the subsidiary structure at closing.
Chart 2: Corporate Structure

Additionally, Greg Norman, a former investor in GPS Industries Inc., converted bankruptcy
proceeds into new equity in GPSI, joined the Companys board of directors, and remains highly
involved with GPSI through an exclusive representation agreement as an endorser of the
Companys products.
GPSI
Operating
Subsidiary
Leasing
Subsidiary
100% owned subsidiaries
Leasing company purchases new Systems and funds
refurbishment of Systems
Owns leased assets and associated cash flows it finances;
pledged as security against a $13.5 million note due to
the Investor Group
Remits all cash flows generated to operating subsidiary to
fund operations
Remits all cash flows generated to operating subsidiary to
fund operations
Unlimited License to all Operating Subsidiarys IP

Holding company
Members are issued units in GPSI
Operating company holds existing systems, contracts, IP,
patents, etc. contributed through the combination of
GPS Industries, Inc. and ProLink
Receives all existing revenue and takes on all operating
expenses including management, etc.
Obligated on a $9 million note due to Laurus

Page 10 of 22
3. Industry Overview

The market for the cart-mounted GPS systems is most broadly defined as golf facilities
worldwide or around 33,000 golf courses. Approximately 20,000 of these golf courses are
located in North America (16,700 in the United States and 3,300 in Canada). Almost 50%
(5,900) of the remaining golf courses are located in Europe, with 3,100 concentrated in the UK
and Ireland. There are approximately 3,500 courses in Japan (2,400 courses), Australia and
South Africa. The domestic market for golf courses is flat, but internationally there is a great
deal of growth.

Target Customers
The primary market for the Companys full featured new technology system, Visage, includes
resort courses, high-end daily fee facilities, and residential golf communities. These facilities
constitute approximately 35% of the total golf course market and include large scale golf centric
resorts and developments. As shown in the chart below, the vast majority of GPSIs target
customers are public and resort courses with greens fees of over $50.
Chart 3: Customer Breakdown by Type and Green Fees

A secondary market includes private courses, mid- range facilities, lower- end daily- fee facilities
and municipal courses that represent approximately 40% of the global market. This market is
more receptive to a product at a lower price point, which is addressed by the sale of the
Companys refurbished products. Because GPSIs products are marketed to our primary and
secondary target markets, our market effectively includes 75% of all golf courses worldwide.
The balance consists of smaller executive facilities, par 3 courses and pitch-and-putt facilities
for which current product offerings are not appropriate.

Current penetration of cart-mounted GPS systems is estimated to be less than 5% of the global
market, the majority of which are the Companys existing systems. By reducing the cost of

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Page 11 of 22
Systems to golf courses by approximately 50%, providing flexible financing options, and
leveraging Club Cars sales force, GPSI will drastically increase penetration.

International Development and Expansion
The fastest growing golf territories, reporting double- digit growth, include China, Spain, Mexico
and Latin America. Europe shows favorable dynamics as they have a greater mix of more
expensive ($50+) golf courses than the United States.
Chart 4: Large Addressable Market in Europe

GPSI is taking advantage of these trends by focusing the efforts of an internal sales VP to
initiate or accompany Club Car to sales meetings. The dedicated VP of International sales
maintains strong relationships in the Far East, particularly in Japan. Japan has proven to be an
early adopter of fully functional cart mounted GPS technology as demonstrated by the deal
between Pacific Golf Management (PGM), the second largest owner/operator of golf courses
in the world, and ProLink to put Systems in PGMs portfolio of courses in Japan. There is also a
dedicated Regional Manager for Europe, who is resident in London and maintains excellent
relationships with courses across the EU market. GPSI is uniquely positioned to benefit from
the growing interest of golf abroad as a result of its golf course management technology,
development and design expertise, installed base, and customer reach.

Competition
Due to a major industry consolidation into GPSI, there are few direct competitors to the
Companys product, and none with a lease finance facility nor the robust capabilities provided
by the GPSI proprietary motherboard. The threat of new competitors gaining any significant
market share in the next two to three years is low given the large capital investment and
complex technology requirements. Personal hand-held GPS yardage devices are common in
the United States; however, they have not had an effect on sales of cart-mounted GPS systems
since golf courses generate many additional benefits from the cart-mounted Systems.

Page 12 of 22
4. Management
Our management team consists of a unique mix of proven business, finance, operations, sales
and marketing executives with over 50 years of experience in the golf Industry. The Company
employs a total of 65 people, 45 of which focus on customer service.

Executive Team
Tom Christopoul, CEO
Prior to joining GPSI in 2009, Mr. Christopoul served as President and CEO of Resources Global
Professionals; a multinational professional services firm (NASDAQ: RECN). Prior to Resources,
he was Vice-Chairman of Pinnacle Care International, a private health advisory concern. He
spent more than 10 years with Cendant Corporation (NYSE: CD), where he was Chairman and
CEO of the Marketing Services Division responsible for Cendants three global direct marketing
business units. Mr. Christopoul led the strategic divestment of that division (now Affinion
Group Holdings) to Apollo Management, LP for proceeds in excess of $1.8 billion. Also at
Cendant, he was Chairman and CEO of the Financial Services Division where he managed
Jackson-Hewitt Tax Services, the second largest tax preparation firm in North America. In June
2004, he led the initial public offering of that company which raised more than $800 million.
Prior to Cendant, he was Director of Labor Relations for Nabisco Brands and held several
management positions at PepsiCo. He is a member of the Board of Directors of several
privately held companies.

Mr. Christopoul received a Bachelor of Arts from Rutgers University and a Master of Science
from Purdue University.

F. Dixon McElwee Jr., President & CFO
Mr. McElwee has over 30 years experience in senior finance and operations management in a
wide variety of industries, including previous consolidation experience through his work with
Cameron Ashley Building Products (CABP). He grew CABP from $400 million to $1.2 billion in
four years through a building products industry consolidation. Most recently, he worked as an
Operator with Sun Capital Partners, a leading private equity firm focused on leveraged buyouts
and turnarounds, distressed and special situations that benefit from its in-house operating
professionals. Prior to that Mr. McElwee served as CFO for Frozen Food Express Industries, the
largest public transport carrier of perishable goods in North America, for seven years, and prior,
he served with CABP. He also served as Vice President and Treasurer with American Airlines
and Treasurer with The Continental Group, a Fortune 500 packaging and forest products
manufacturer.

Mr. McElwee received his Bachelor of Science degree in Mathematics from The Virginia Military
Institute and Masters in Business Administration from Stanford University.

John Godshall, CTO
Prior to joining GPSI, Mr. Godshall was serving as the CTO for MyUS.com, a web-based
international shipping operation. Mr. Godshall began his career in GPS golf course
management in 1996, designing and developing the software code for the PinMark GPS system,

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Page 13 of 22
one of the very first GPS systems ever installed on a golf course. PinMark was acquired by
ProShot Golf in 1999, and in 2000, Mr. Godshall left ProShot to form the Development Works,
and in that capacity led ParView, Inc.s efforts as its CTO, designing and developing the first full
color display GPS system to be installed on a golf course. In 2004, ParView was acquired by
ProLink, and he continued to work for ProLink in the same capacity, designing and developing
the successor to the ParView color product in 2006, the ProStar System which is installed and
operating today on approximately 500 golf courses worldwide.

Mr. Godshall received his Bachelor of Science in Computer Engineering, Summa Cum Laude,
from Wright State University.

David L. Chessler, Managing Director
Mr. Chessler began his career as an entrepreneur, taking several companies from start-up to
sale between 1991 and 2002, including ParView, Inc., a technology company that designed,
manufactured, and sold GPS-based wireless golf course management systems which was
acquired by competitor ProLink in 2004. In 2002, David began broadening his investment
activities by establishing a diverse investment portfolio including: real estate; secured debt and
equity financing to public and private companies; equipment lease financing; and oil and gas
assets. In 2008, Mr. Chessler joined GPS industries, Inc. as its CEO and a board member. During
his tenure, he engineered and closed the sales and marketing agreement with Club Car,
orchestrated the business combination with ProLink and coordinated the reorganization of
both companies resulting in GPSI Holdings, LLC. As managing director of the Company, David is
still a vital part of the Companys management team as he continues to manage the Club Car
relationship as well as other key golf industry relationships.

Advisors
Greg Norman is an Australian professional golfer and entrepreneur who spent 331 weeks as the
world's Number 1 ranked golfer in the 1980s and 1990s. In total, Norman has won 91
professional events around the world, including 20 U.S. PGA Tour titles. Mr. Norman saw the
value in the cart-mounted GPS systems industry and approached FHC with the GPSI
opportunity. Through his golf course design firm, Norman has extensive development
relationships in the global golf industry, including North America, Europe, the Middle East,
Australia, Japan, China and Southeast Asia. His firm has designed approximately 75 courses and
has another 37 under development.

M. G. Orender is very experienced in the golf world and personally owns 20 golf courses. His
vast experience has been powered by his industry involvement, as he has held several positions
in PGA America and served as President in 2003 and as Honorary President until 2006, after
working as Vice President and Secretary. Mr. Orender is a golf instructor and developer of
business courses for golf professionals. Previously, he founded Granite Golf, a facilities
management powerhouse that had a hand in nearly 30 golf facilities in 11 states-all in various
stages of construction and completion and served as its President. Mr. Orender serves as
Director of PGA Golf Professional Hall of Fame.

Page 14 of 22
5. Financial Analysis
Historical Financials
The legacy businesses have never been profitable due to the high price of Systems (leading to
low penetration), high mix of Systems sold for cash to third party financiers instead of leasing
Systems to generate monthly cash flows and high operating expenses. Both companies
operated inefficiently with fully-loaded operating expenses yet neither company had significant
scale as they shared the market. Furthermore, the companies were in litigation with each other
resulting in higher than necessary legal expenses. The two companies combined were
operating with a $27.6 million EBITDA loss in 2008.
Chart 5: Legacy Company Historical Financials

Legacy GPSI Historical Financial Results Legacy ProLink Historical Financial Results

Fiscal Year Ending December 31,
($ in millions) 2006 2007 2008
Revenue $6.6 $7.3 $13.5
% growth -- 10.6% 84.9%
Gross Profit $2.3 $0.9 $1.7
% growth -- (60.9%) 88.9%
% margin 34.8% 12.3 12.6
Operating Expenses $10.8 $11.6 $15.1
EBITDA ($8.5) ($10.7) ($13.4)
% growth -- (25.9%) (25.2%)
% margin NM NM NM

Fiscal Year Ending December 31,
($ in millions) 2006 2007 2008
Revenue $21.6 $25.2 $21.3
% growth -- 16.7% (15.5%)
Gross Profit $8.2 $11.5 $9.4
% growth -- 40.2% (18.3%)
% margin 38.0% 45.6 44.1
Operating Expenses $10.0 $19.5 $23.6
EBITDA ($1.8) ($8.0) ($14.2)
% growth -- (344.4%) (77.5%)
% margin NM NM NM

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Management was able to consolidate staff (reduced headcount by two-thirds) and multiple
facilities into GPSIs current headquarters in Sarasota, FL, and identified an annual run rate of
$8 million in cost synergies. As a result of these actions, when the 2010 audit is finalized
management expects its full year 2010 operating expenses to be approximately $12.3 million,
down from the $38.7 million of the combined legacy businesses in 2008, or over 65% lower
within a two year period. As a result, the Company is projected to generate positive EBITDA in
the third quarter of 2011. The chart below further delineates the changes undertaken in
the business model:

Page 15 of 22
Chart 6: Business Model Comparison
Old Business Model New Business Model
New System Cost $130K $49K
Cash Purchase Price $300K $150K
Financing Options 3rd Party Financier - ~ $5K/month In-house leasing. Option of new system
for $3.9K/month or refurbished for
$2.9K/month
Marketing Main sales channel through 8
internal sales reps
Exclusive Agreement w/Club Car and
access to 120+ sales reps
Revenue Streams Sale and servicing of systems Sale, servicing and financing of systems
in addition to expected revenues from
targeted ads
Minimum
Guarantees None
125, 135 and 145 Systems for 2011, 2012
and 2013 respectively.

Projected Financials
The chart below illustrates GPSIs projected revenue and EBITDA margin over the projected
period.
Chart 7: Projected Revenue and EBITDA margin ($ in MM)
`
-40%
-30%
-20%
-10%
0%
10%
20%
30%
40%
50%
$-
$5.0
$10.0
$15.0
$20.0
$25.0
$30.0
$35.0
2010E 2011P 2012P 2013P 2014P
Revenue EBITDA Margin

GPSIs revenue is derived primarily from the financing and sale of its Systems. Due to the
recurring revenues generated by the business, the Company has reliable visibility into future
revenue, and the Company already has contracts for $40 million in sales over the next three
years. Additional sales from targeted advertising have not been included in the model but will
provide attractive upside. The following table sets forth the Companys projected revenue by
segment over the projected period.

Page 16 of 22
Chart 8: Projected Revenue by Segment
($ in MM) 2011P 2012P 2013P 2014P
CPO Systems, net 0.6 $ 1.0 $ 1.7 $ 2.4 $
Legacy Service Contracts 3.7 2.6 1.8 1.0
Legacy Product Leases 2.1 2.0 1.8 1.4
Total Legacy Revenue 6.4 $ 5.6 $ 5.3 $ 4.8 $
New Visage Systems Sold
(1)
12 13 13 14
Revenue from New Sales 1.6 $ 1.8 $ 1.8 $ 1.9 $
Services Sold 0.2 0.4 0.5 0.7
Total Revenue from Sale of New Systems 1.8 $ 2.2 $ 2.3 $ 2.6 $
New Visage Systems Financed 124 134 134 135
2010 Installs
(2)
2.8 $ 2.8 $ 2.8 $ 2.8 $
2011 Installs 2.4 5.1 5.1 5.1
2012 - 2014 Installs - 3.2 8.9 14.7
Total Revenue from Financing New Systems 5.2 $ 11.1 $ 16.8 $ 22.6 $
Other 0.2 $ 0.2 $ 0.2 $ 0.2 $
Total Revenue 13.7 $ 19.0 $ 24.6 $ 30.2 $
(1) Systems are projected to be sold at an average purchase price of $135,000 per 72-units.
(2) 2010 Installs have already been contracted but courses have a 12, 24, or 36 month opt out.

Not including the Club Car minimums, the projections already have about 60% of 2011 revenue
and 35% of 2012 revenue under contract.

Page 17 of 22
Chart 9: Projected Summary Financials
($ in MM) 2010E 2011P 2012P 2013P 2014P
Revenue 10.9 $ 13.7 $ 19.0 $ 24.6 $ 30.2 $
Growth 26% 39% 29% 23%
Gross Margin 8.2 $ 11.0 $ 15.4 $ 19.8 $ 24.3 $
Operating Expenses -
Administration 3.6 3.4 3.3 3.3 3.3
Sales and Marketing 2.0 0.9 0.9 0.9 0.9
Operations 3.7 3.0 3.4 3.7 3.9
Development 1.3 1.3 1.3 1.3 1.3
UK 0.0 1.0 1.0 1.0 1.0
Other 1.9 0.3 0.7 0.6 0.7
Total Operating Expenses 12.3 $ 9.9 $ 10.6 $ 10.7 $ 11.1 $
EBITDA (4.1) $ 1.1 $ 4.8 $ 9.1 $ 13.2 $
Growth 128% 319% 91% 45%
Year End Run Rate EBITDA (2.6) $ 3.5 $ 7.5 $ 11.9 $ 15.9 $
Growth 233% 114% 58% 34%
Growth CAPEX 4.4 8.5 9.8 9.8 9.8
As a % of Revenue
Gross Margin 75.6% 80.7% 80.7% 80.5% 80.3%
Operating Exp. 113.5% 72.3% 55.6% 43.4% 36.6%
EBITDA Margin -37.9% 8.3% 25.1% 37.1% 43.7%
Year End Run Rate EBITDA -24.2% 25.6% 39.4% 48.2% 52.7%
CAPEX 40.6% 62.2% 51.6% 39.7% 32.5%

The Company will continue to grow profitably due to the decreased cost of units, partnership
with Club Car and additional revenues generated from in-house financing and additional upside
expected from advertising.
The plan below assumes the following: i) a 75% customer renewal rate, ii) sale and lease of
Systems as shown in Chart 8, iii) consistent cost of goods sold margin, and iv) no further cost
reductions.

Page 18 of 22
6. Investment Opportunity
FHC is offering the opportunity to co-invest with a leading private equity group in a company
with strong growth potential and dominant market share emerging from a dynamic turnaround
process. The creation of GPSI is an excellent example of the comparative advantages that FHC
brings as an investment partner.
The investment will fund the equipment leasing portfolio, which is the single most important
contributor to the Companys growth. The investment proceeds will be utilized to purchase
Systems to be installed at golf courses under equipment leases to be held by the Companys
wholly-owned subsidiary GPSI Leasing, LLC. The investment would be secured by the assets and
associated cash flows it finances as well as the Companys existing lease streams valued at
approximately $9.4 million (Appendix D).

Multiple Exit Strategies
There are a variety of possible exit strategies for the investment. Club Car is one natural
potential strategic buyer as they are committed to the integration of GPSI technology with their
core product offering. In addition, the Company is currently exploring the application of Visage
type technology to other non-golf product lines such as low speed, commercial and utility
vehicles. Other possible strategic buyers include alternate golf cart manufacturers

including EZ
Go, Yamaha, and Tomberlin.

GPSIs business model lends itself to other exit alternatives including a possible public exit or
acquisition by a financial buyer as a result of several crucial characteristics: attractive cash flow,
predictable recurring revenue model, dominant market share, and high barriers to entry.

We hope you choose to participate further by engaging in a productive dialogue and further
examining the investment opportunity described herein.

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Page 19 of 22
Appendix A Intellectual Property and Patents

Patents Held by the former ProLink
6,236,940 and 6,470,242 Patents issued for a Display Monitor for Golf Cart Yardage
and Information System.
6,525,690 - Golf Course Yardage and Information System with Zone Detection.

Patents Held by the former GPS Inc. and Uplink (acquired by GPS Inc. in 2008)
5,364,093 - GPS Based Golf Distancing System: This patent is the subject of litigation
against several of the handheld producers who, as a defense strategy, put the 093
patent into reexamination. The USPTO issued a final rejection in January 2010 but
Optimal, the exclusive licensee relating the golf handheld GPS market, has appealed the
rejection to the Federal Circuit.
6,263,279 Memory for GPS Based Golf Distancing System.
5,438,518 Player Positioning and Distance Finding System, claims include memory
management, including several important user-interface features such as the automatic
advancement of screen displays on the unit based on cart position, for example,
showing the green view on the unit when the cart is within 180 yards of pin.

These patents relate to zone and location identification using digitized map representations,
such as digitized aerial photographs.
5,685,786 Passive Golf Information System and Method, including displaying
advertising on the System units at certain locations on the golf course based on position.
5,772,534 Satellite Enhanced Golf Information System.

These patents relate to automatic zone detection and determination of distance to course
landmarks. The 786 patents also provides coverage for displaying advertising information and
tournament standings information received from a transmitting station on the display units
7,239,965 Method and System for Golf Cart Control: Relates to a controller for
preventing the golf cart from broaching limited access zones on the course, such as the
green and sand traps.

GPSI has entered into a consulting agreement with a third party to manage and monetize the
518 and 786 patents, which can be utilized to leverage licensing agreements with major
telecommunications carriers.

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Page 20 of 22

Appendix B Projected Balance Sheet
Both OpCo Notes and LeaseCo Notes do not pay cash interest, allowing the Company to service
new debt and continue to fund Capex needs.

Balance Sheet
($ in MM) 2010E 2011P 2012P 2013P 2014P
Assets
Cash 1.9 0.5 0.7 0.3 2.3
A/R, net 1.0 1.1 1.5 2.0 2.4
Inventory, net 1.5 1.2 1.4 1.4 1.4
Prepaids 0.3 0.3 0.3 0.3 0.3
Total Current Assets 4.6 3.1 3.9 4.0 6.4
Of f ice FA, net 0.5 0.3 0.3 0.2 0.2
Course Assets, net 4.0 10.0 15.0 17.9 19.6
Total CapEx, net 4.5 10.3 15.3 18.2 19.8
Intangibles, net 12.8 9.0 5.2 1.4 -
Goodwill 2.5 2.5 2.5 2.5 2.5
Total Assets 24.4 25.0 26.9 26.1 28.7
Liabilities
A/P 1.3 1.7 2.1 2.2 2.3
Customer Deposit 0.6 0.8 1.1 1.5 2.0
Accrued Liabilities 1.0 0.9 1.2 1.4 1.7
Total Current Liabilities 2.9 3.4 4.4 5.1 5.9
Def erred Revenues 0.4 0.3 0.3 0.3 0.3
OpCo Notes 10.3 11.3 12.5 13.9 15.4
LeaseCo Notes 20.2 21.9 23.8 25.8 27.9
GAP Funding Notes (1) - 3.5 9.5 11.0 11.0
Notes Payable 30.5 36.7 45.8 50.7 54.3
Total Liabilities 33.8 40.3 50.4 56.1 60.5
Equity
Class A (2) 4.6 7.1 7.1 7.1 7.1
Class A Dividend 0.4 0.6 0.6 0.7 0.8
Class B 6.3 6.3 6.3 6.3 6.3
Accum Def icit (20.2) (28.7) (36.9) (43.4) (45.1)
Dividend Expense (0.4) (0.6) (0.6) (0.7) (0.8)
Total Equity (9.4) (15.3) (23.5) (30.0) (31.7)
Total Liabilities and Equity 24.4 25.0 26.9 26.1 28.7

(1) Management has used a more conservative case then Club Car internal budgets; thereby,
the model requires less capital than anticipated.
(2) The increase in Class A equity is due to the additional $2.5M FHC has committed to invest to
continue to f und growth.

Page 21 of 22
Appendix C Projected Cash Flow Statement

($ in MM) 2010E 2011P 2012P 2013P 2014P
Cash Flow From Operating Activities
Net Loss $ (13.0) $ (8.5) $ (8.2) $ (6.5) $ (1.7)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 0.7 2.7 4.9 6.9 8.2
Provision for doubtful accounts 0.4 0.3 0.5 0.6 0.6
Amortization of intangibles 5.0 3.8 3.8 3.8 1.4
Changes in operating assets and liabilities:
Accounts receivable 0.1 (0.4) (0.9) (1.1) (1.0)
Inventories (0.3) 0.2 (0.2) 0.0 (0.0)
Prepaid expenses and current other assets 0.3 0.0 - - -
Customer deposits (0.3) 0.2 0.4 0.4 0.4
Accounts payable 0.8 0.4 0.4 0.1 0.2
Other accrued liabilities 1.8 2.5 3.4 3.6 3.9
Net Cash Used in Operating Activities (4.4) 1.3 4.0 7.7 11.9
Cash Flow From Investing Activities
Capital Expenditures (4.4) (8.5) (9.8) (9.8) (9.8)
Net Cash Flow Used In Investing Activities (4.4) (8.5) (9.8) (9.8) (9.8)
Cash Flow From Financing Activities
Proceeds of other loans 5.2 3.5 6.0 1.5 -
Repayments on loans and bank indebtedness - - - - -
Member units issued for cash (net of costs) 0.2 2.5 - - -
Net Cash Flow Provided By Financing Activities 5.4 6.0 6.0 1.5 -
Net (Decrease)/Increase In Cash (3.4) (1.2) 0.2 (0.6) 2.1
Cash, Beginning of Period 5.5 1.9 0.5 0.7 0.3
Cash, End of Period $ 2.1 $ 0.6 $ 0.7 $ 0.2 $ 2.3
Visage Install Metrics 76 136 147 147 149

Page 22 of 22
Appendix D Valuation of Course Leases

The Company has over 100 different customers with no major customer concentration. The top
5 customers make up less than 10% of total contracted leases.

2011 2012 2013 2014 Total
Total Lease Revenues $4,207,257 $3,986,701 $3,865,352 $3,570,740 $16,573,739
@ 75% retention 4,207,257 3,155,443 2,366,582 1,774,937 11,504,219
NPV (10% discount rate) $9,422,937

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