GOLFGEAR INTERNATIONAL, INC.
              BINDING SUBSCRIPTION FOR PURCHASE
                    OF EQUITY SECURITIES

September 1, 1999

The undersigned subscriber ("Purchaser") hereby agrees to
purchase the following securities of GolfGear International, Inc.
(the "Company"), a Nevada corporation, on the terms and
conditions stated herein.

1. SECURITY:  Series A Senior Convertible Preferred Stock, par
value $.001 (the "Preferred Stock"); stated value $9.50 per
share.

2. INVESTMENT:  $2,000,000 cash to purchase 210,526 shares of
Preferred Stock, which represent the equivalent of 2,105,260
shares of common stock, currently equal to 14.3% of Company.

3. REGULATORY COMPLIANCE: Preferred Stock to be sold to qualified
investor (the "Purchaser") in a transaction exempt from the
registration requirements of the United States Securities and
Exchange Commission; transaction will comply with any applicable
state regulatory requirements; subject to preparation of
appropriate legal documentation by the Company.

4. VOTING RIGHTS:	One vote per share; votes on an "as if
converted" basis.

5. CONVERSION RATE:  One share of Preferred Stock shall be
convertible into ten shares of common stock.  The common stock to
be issued shall be considered "restricted securities" pursuant to
Rule 144 as that term is defined under the Securities Act of
1933, as amended.

6. REGISTRATION RIGHTS:  The common stock into which the
Preferred Stock is convertible shall have unlimited piggyback
rights.

7. CONVERSION PERIOD:  The Preferred Stock is convertible, in
whole or in part, at any time after issuance, into common stock
for a period of two years from the date of issuance, and
automatically converts into common stock on the second
anniversary of the date of issuance.

8. SENIORITY:  No new shares of Preferred Stock senior or equal
to the Preferred Stock may be issued for so long as any of the
Preferred Stock is outstanding.

9. DIVIDEND:  6% annual dividend, payable quarterly, in cash or
additional shares of Preferred Stock, at the option of the
Company.

10. RIGHT TO REQUIRE CONVERSION: Should the Company's common
stock be listed on the NASDAQ SmallCap Market or the American
Stock Exchange, or trade at or above $4.00 per share for twenty
consecutive trading days, then the Company shall have the right
to require conversion of the Preferred Stock into common stock.

11. RESET PROVISION:  For the one year period after the
issuance of the Preferred Stock, should the Company issue any
securities at an effective price per common share of less than
$.95, then the Company will adjust the conversion rate of the
Preferred Stock into common stock to reflect the reduction in the
effective price per common share.

12.  USE OF PROCEEDS:  To fund operations, fund preparation and
filing of Form 10-SB Registration Statement with the United
States Securities and Exchange Commission, purchase inventory,
support sales, marketing and tour relations programs, pay
accounts payable, bank line of credit and notes payable.

13.  SALE RESTRICTIONS:  The Company and Purchaser will determine
appropriate sale restrictions on the underlying common stock
commencing when such stock can be sold in open market
transactions.

14.  BOARD OF DIRECTORS:  Purchaser shall have the right to elect
one member of the board of directors for so long as the Preferred
Stock is outstanding, and for a period of two years subsequent to
conversion of the Preferred Stock into common stock.

15. VOTING RIGHTS AGREEMENT:  The Company and Purchaser will
determine an appropriate voting rights agreement with respect to
the Preferred Stock and the common stock into which the Preferred
Stock is convertible.

16. DEADLINE FOR FUNDING:  The $2,000,000 shall be paid to the
Company by October 31, 1999, or such other time period as the
parties may agree to.

17.  ANTI-DILUTION PROVISION: For the five year period after
issuance of the Preferred Stock, if the Company should sell any
shares of common stock or other securities convertible into
common stock in any private or public transaction, then the
Purchaser of the Preferred Stock shall have the right to purchase
a sufficient number of the securities that are being sold under
the same terms and conditions in order to maintain its 14.3%
equity interest in the Company.  Upon conversion of the Preferred
Stock into common stock, as long as the common stock continues to
be held by the Purchaser during the five year period after the
issuance of the Preferred Stock, the Purchaser shall have the
same anti-dilution rights as if it was still holding the
Preferred Stock.

18.  WARRANTS:  Upon issuance of the Preferred Stock,
the Company shall also issue to the Purchaser common stock
purchase warrants entitling the holder to purchase 330,000 shares
of common stock.  Such warrants shall be exercisable at a price
of $1.00 per share for a period of three years and shall have
unlimited piggyback registration rights.

19. DISTRIBUTION AGREEMENT:  Upon issuance of the Preferred Stock
and the signing of the Distribution Agreement, the Company shall
terminate all negotiations with other parties regarding
distribution rights in Japan.

Agreed and Approved:

COMPANY:


By: /s/  Donald A. Anderson              Date: September 1, 1999
Donald A. Anderson
President/Chairman
GolfGear International, Inc.

DISTRIBUTOR:


By: /s/  Naoya Kinoshita                 Date: September 1, 1999
Naoya Kinoshita
President, M.C. Corporation

October 21, 1999


Keizaikai USA, Inc.
600 Mamaroneck Avenue
Fourth Floor
Harrison, New York 10528

Attention: Yuzo Kura

RE:  Finder's Fee and Royalty Agreement

Dear Mr. Kura:

This will confirm that GolfGear International, Inc. (the
"Company") has agreed to pay you the following compensation for
acting as a finder and introducing the Company to M.C.
Corporation:

1.  Ten percent (10%) fee for all funds raised as a direct
result of your efforts in introducing the Company to M.C.
Corporation or others.

2.  Common Stock warrants to purchase up to 20,000 shares of
Common Stock of the Company at $1.00 per share.  These warrants
shall expire January 1, 2002.

3.  Expenses such as travel, lodging, meals and other expense
relating to this financing.

In addition to the above compensation, the Company will also pay
you one percent (1%) of all royalties received by the Company
from M.C. Corporation under the Distribution Agreement dated
September 1, 1999 by and between the Company and M.C.
Corporation.  This royalty shall be for the sale of all golf
bags, apparel and golf related accessories.

Please provide us with banking information or wire instructions
on making the above payments.

We greatly appreciate your efforts in assisting the on-going
endeavors of the Company and look forward to a long term
prosperous relationship.

Sincerely,


/s/  Donald A. Anderson
Donald A. Anderson
President, Chairman of the Board