July 1, 1998


Mr. Don Anderson
GolfGear International, Inc.
5481-A Commercial Drive
Huntington Beach, California 92649

RE:  LETTER OF ENGAGEMENT
Commencement of Financial Communications

Dear Mr. Anderson:

We are prepared to embark upon a program of financial
communications activities on behalf of GolfGear International,
Inc. ("GolfGear" or "the Company").  By separate cover and
documentation previously submitted, entitled, "GolfGear
International, Inc.  Financial Communications Program
Recommendations," we have detailed our intended activities.

The objective of such Program is broaden the awareness of the
Company in the U.S. through a methodical, disciplined and proven
system of financial communications thereby generating interest in
the Company's securities with a goal of achieving the highest
sustainable market value for those securities.

The official commencement date of our activities shall be July 1,
1998, subject to the mutual acceptance of the terms and
conditions outlined herein and our receipt of the first month's
retainer of $4,000 less a 5% prompt payment discount (not
$3,800).  Retainers in subsequent months under this agreement can
also be reduced by five percent (5%) to $3,800 if paid by the
15th of each month.

In this relationship, Magnum Financial Group, LLC ("Magnum")
agrees to comply fully with all federal and state securities laws
and regulations, industry guidelines and applicable corporate
law.  Additionally, our firm shall maintain the confidentiality
of all information of GolfGear not cleared by the Company for
public release.

Magnum represents and warrants that at no time prior to this date
has the firm, nor any of its principals, members, or employees,
been a party to any violation of securities laws, indictment,
conviction or investigation of same.  Magnum further warrants
that if during the term of this agreement, any of  its
principals, members, or employees become party to a violation of
such laws, then Magnum shall notify GolfGear within one (01) day
from the time authorities notify Magnum.  GolfGear, may at its
option, elect to terminate immediately if these representations
and warranties are breached.

GolfGear agrees to indemnify and hold harmless Magnum, including
its principals, members, and employees from and against any and
all losses, claims, damages, expenses and/or liabilities which
Magnum may incur arising out Magnum's reliance upon and approved
use of information, reports, and data furnished by and
representations made by GolfGear, with respect to itself, whereby
Magnum in turn distributes and convey such information, reports,
and data to the public in the normal course of representing
GolfGear in financial communications activities.  Such
indemnification shall include, but not be limited to, expenses
(including all attorney's fees), judgments, and amounts paid in
settlement actually and reasonably incurred by Magnum in
connection with an action, suit or proceeding brought against
Magnum and/or its principals, members, or employees.

As consideration for the services Magnum has agreed to provide
GolfGear, Magnum shall receive a $4,000 monthly retainer, which
can be reduced by five percent (5%) to $3,800 monthly if paid by
the 15th of each month.

In addition to the monthly retainer, GolfGear shall issue to
Magnum warrants for 150,000 shares of the Company's common
shares.  Of those warrants, 50,000 shall vest immediately and be
exercisable at $2.00/share. Another 50,000 of the Warrants shall
vest at the six month anniversary of this agreement and be
exercisable at $2.50/share. The remaining 50,000 Warrants shall
vest at the 12-month anniversary of this agreement and be
exercisable at $3.00/share. The Warrants carry 2-year terms from
date(s) of issue, provide for cashless exercise, and provide for
"piggyback" registration rights of which cost for such
registration shall be born by GolfGear.

As typical with the rendering of professional services, we shall
invoice GolfGear for a prorata share of indirect costs for
telephone, on-line information services, and relevant reference
materials.  These additional charges normally run approximately
$300-$350 per month.  In addition, GolfGear will normally incur
other direct costs for printing, postage, 35mm color slides,
color and black & white reproductions, Wire distribution
services, meetings, and monthly maintenance of the contact
database we develop for you.  It is the policy of Magnum to pass
through these additional direct and indirect costs without
markup, and to have them billed directly to the client, where
practicable.

Monthly expenses incurred while engaging in financial
communications and investor relations activities on behalf of
GolfGear shall be itemized and invoiced at the end of each month
hereafter and due within fifteen (15) days of receipt.  The
purchase of goods and services by vendors and others outside of
Magnum related to our carrying out the subject activities for
GolfGear shall first be approved by GolfGear and then billed
directly to GolfGear.

Our retainer fees are designed to provide a planned financial
communications program that is implemented consistently over a
period of time based on a reasonable estimate of the hours of
work required to effect that plan.  For reasons beyond our
control, particularly in times of client crisis (proxy fights,
auditor resignations, class-action litigation, suspension of
trading, delisting of securities, frenzied trading activity, etc)
the client may require our involvement beyond the scope of our
Agreement.  In such situations, with approval by GolfGear, we
will provide additional services for additional fees billed on an
hourly basis at the rate of $200.00 per hour.

Further, while our scope of work traditionally interfaces with
investment bankers and investment funds in the financial
community, we do not engage in corporate finance.  Our services
are defined as financial communications and investor relations,
and our fees are structured to cover only these services.  Should
GolfGear require any form of financing, we would be more than
pleased to introduce you to the appropriate banking firms for
those services.

This engagement shall become effective directly following the
signing of this Agreement and receipt of the first month's
retainer, and shall continue for a duration of one (01) year and
continue thereafter on a month-to-month basis.  This engagement
may be terminated by either party after the initial one year
period by providing one (1) month written notice to the other and
delivering same by registered mail.

Should the terms and conditions outlined herein meet with your
approval, please sign, and enter the date as provided for below.
Retain a copy of this Agreement for your files and forward an
original of same to us along with a check in the amount of $3,800
as the first month's retainer.

On behalf of the principals and entire staff at Magnum Financial
Group, we wish to thank you for your confidence in retaining our
firm.  Your account team looks forward to working with you now
and in the future toward mutually beneficial goals.

Respectfully:
MAGNUM FINANCIAL GROUP, LLC

/s/  Michael Manahan                   /s/  Steven Johnson
Michael Manahan                        Steven Johnson
Principal                              Principal

In full agreement and acceptance of the terms and conditions
herein:

GOLFGEAR INTERNATIONAL, INC.


By: /s/ Donald Anderson
Donald Anderson, President
Dated: July 6, 1998