CERTIFICATE OF DETERMINATION
                               OF
                   GOLFGEAR INTERNATIONAL, INC.

The undersigned, Donald A. Anderson, President, and Robert N.
Weingarten, Secretary, certify that:

Donald A. Anderson is the President, and Robert N. Weingarten is
the Secretary, of GolfGear International, Inc., a Nevada
corporation (the "Company").

By action of the Board of Directors of the Company on October 18,
1999, at the Company's office located at 5481-A Commercial Drive,
city of Huntington Beach, County of Orange, and State of
California, the following resolution was adopted by unanimous
written consent of the Directors:

WHEREAS, Article 4 (Fourth) of the Articles of Incorporation of
the Company authorizes the Company to issue Sixty Million
(60,000,000) shares, consisting of Fifty Million (50,000,000)
shares of common stock, par value of $.001 per share (the "Common
Stock), and Ten Million (10,000,000) shares of preferred stock,
par value $.001 per share (the "Preferred Stock"); and

WHEREAS, the shares of Preferred Stock were authorized to be
issued from time to time in one or more series as expressly
authorized by the Board of Directors to determine or alter the
rights, preferences, privileges, and restrictions granted to or
imposed on any wholly unissued class of shares or any wholly
tissues series of any class of shares, and the number of shares
constituting any unissued series of Preferred Stock as well as
the designations of the series, or any or all of them.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does
hereby provide for the issue of undesignated Preferred shares of
the Company and does hereby fix and determine the rights,
preferences, privileges, and restrictions of, and other matters
relating to, that series, as follows:

1.  Three Million (3,000,000) shares of undesignated Preferred
Shares shall be designated and known as "Series A Convertible
Preferred Stock", par value $0.0l, with the powers, preferences,
rights, restrictions, and other matters as follows.

(1)  DIVIDENDS.  The holders of the Series A Convertible
Preferred Stock shall be entitled to receive mandatory dividends,
payable either in cash or additional shares of Preferred Stock,
at the option of the Company, at the rate of six percent (6%)
annually out of funds legally available therefore, payable in
arrears quarterly on the last day of September, December, March
and June of each year.

(2)  LIQUIDATION PREFERENCE.

(a)  In the event of any liquidation, dissolution or winding
winding up of the Company, either voluntary or involuntary,
the holders of Series A Convertible Preferred Stock
shall be entitled to receive, prior and in preference to any
distribution of any of the assets of the company to the holder of
Common Stock or other junior equity security by reason of their
ownership thereof, an amount equal to the sum of (i) $9.50 for
each outstanding share of Series A Convertible Preferred Stock
(the "Original Issue Price"), and (ii) an amount equal to all
declared but unpaid dividends on each such share.  If upon the
occurrence of such event, the assets and funds thus distributed
among the holders of the Series A Convertible Preferred Stock
shall be insufficient to permit the payment to such holders of
the full aforesaid preferential amounts, then the entire assets
and funds of the Company legally available for distribution shall
be distributed ratably among the holders of the Series A
Convertible Preferred Stock in proportion to the product of the
liquidation preference of each such share and the number of such
shares owned by each such holder.

(b)  After the distribution described in subsection (a)
above has been paid, the remaining assets of the Company
available for distribution to stockholders shall be distributed
among the holders of Common Stock pro rata based on the number of
shares of Common Stock held by each.

(c)  For purposes of this Section 2, (i) any acquisition of the
Company by means of merger or other form of corporate
reorganization in which the, shareholders of the Company do not
own a majority of the outstanding shares of the surviving Company
or (ii) a sale of all or substantially all of the assets of the
Company shall be treated as a liquidation, dissolution or winding
up of the Company and shall entitle the holders of Series A
Convertible Preferred Stock and Common Stock to receive at the
closing cash, securities or other property as specified in
Sections 2(a) and 2(b) above.

(d)  Any securities to be delivered to the holders of Series
A Convertible Preferred Stock and Common Stock pursuant to
Section 2(c) above shall be valued as follows.:

(i)  Securities not subject to investment letter or other similar
restrictions on free marketability:

(A)  If traded on a securities exchange, the value shall be
deemed to be the average of the closing prices of the securities
on such exchange over the thirty (30) day period ending three (3)
days prior to the closing;

(B)  If actively traded over-the-counter, the value shall be
deemed to be the average of the closing bid and asked prices over
the thirty (30) day period ending three (3) days prior to the
closing; and

(C)  If there is no active public market, the value shall be
the fair market value thereof, as mutually determined by the
Company and the holders of not less than a majority of the then
outstanding shares of Series A Convertible Preferred Stock.

(ii)  The method of valuation of securities subject to investment
letter or other restrictions on free marketability shall be to
make, an appropriate discount from the market value determined as
above in clauses (i)(A), (B) or (C) to reflect the approximate
fair market value thereof, as mutually determined by the Company
and the holders of a majority of the then outstanding shares of
Series A Convertible Preferred Stock,

(e)  The Company shall give each holder of record of Series
A Convertible Preferred Stock written notice of such impending
transaction not later than twenty (20) days prior to the
stockholders' meeting called to approve such transaction, or
twenty (20) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in
writing of the final approval of such transaction.  The first of
such notices shall describe the material terms and conditions of
the impending transaction and the provisions of this Section 2,
and the Company shall thereafter give such holders prompt notice
of any material changes.  The transaction shall in no event take
place earlier than twenty (20) days after the Company has given
the first notice provided for herein or earlier than ten (10)
days after the Company has given notice of any material changes
provided for herein- provided, however, that such periods may be
shortened upon the written consent of the holders of a majority
of the shares of Series A Convertible Preferred Stock then
outstanding.

(3)  CONVERSION.  The holders of Series A Convertible Preferred Stock
shall have conversion rights as follows (the "Conversion Rights"):

(a)  Right to Convert by the Company.  Subject to subsection
(d), each share of outstanding Series A Convertible Preferred
Stock shall be convertible, at the option of the Company, at any
time after the date that the Company's Common Stock is listed on
the NASDAQ Small Cap Market or on the American Stock Exchange, or
traded at a price above Four Dollars ($4.00) per share for twenty
(20) consecutive trading days, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing
the Original Issue Price by the Conversion Price in effect at the
time for the Series A Convertible Preferred Stock (the
"Conversion Price").  The initial Conversion Price per share for
shares of Series A Convertible Preferred Stock shall be the
Original Issue Price, subject to adjustment as set forth in
subsection (d).

(b)  Automatic Conversion/Conversion by the Holder.  Subject
to subsection (d), each share of outstanding Series A Convertible
Preferred Stock shall be convertible, at the option of the
holder, at any time during the first two (2) years, and shall
automatically convert at two (2) years into such number of fully
paid and nonassessable shares of Common Stock as is determined by
dividing the Original Issue Price by the Conversion Price in
effect at the time for the Series A Convertible Preferred Stock
(the "Conversion Price").  The initial Conversion Price per share
for shares of Series A Convertible Preferred Stock shall be the
Original Issue Price, subjects to adjustment as set forth in
subsection (d).

(c)  Mechanics of Conversion.

(i)  Before any holder of Series A Convertible Preferred
Stock shall be entitled voluntarily to convert the same into
shares of Common Stock, he shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the
Company or of any transfer agent for such stock, and shall give
written notice to the Company at such office that he elects to
convert the same and shall state therein the number of shares to
be converted and the name or names in which he wishes the
certificate Or Certificates for shares of Common Stock to be
issued.  The Company shall, as soon as practicable thereafter,
issue and deliver at such office to such holder of Series A
Convertible Preferred Stock, a certificate or certificates for
the number of shares of Common Stock to which he shall be
entitled.  Such conversion shall be deemed to have been made
immediately prior to the close of business on the date or
surrender of the shares of Series A Convertible Preferred Stock
to be converted, and the person or persons entitled to receive
the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such
shares of Common Stock on such date.

(ii)  If the conversion is in connection with an
underwritten offering of securities pursuant to the Securities
Act, the conversion may, at the option of any holder tendering
shares of Series A Convertible Preferred Stock for conversion, be
conditioned upon the closing with the underwriters of the sale of
securities pursuant to such offering, in which event the
person(s) entitled to receive the Common Stock upon conversion of
the Series A Convertible Preferred Stock shall not be deemed to
have converted such Series A Convertible Preferred Stock until
immediately prior to the closing of such sale of securities.

(d)  Adjustments to Conversion Prices for Stock Dividends
and for Combinations or Subdivisions of Common Stock.  In the
event that the Company at any time or from time to time after the
first date of any issuance of Series A Convertible Preferred
Stock (the "Original Issue Date") shall declare or pay, without
consideration, any dividend on the Common Stock payable in Common
Stock or in any right to acquire Common Stock for no
consideration, or shall effect a subdivision of the outstanding
shares of Common Stock into a greater number of shares of Common
Stock (by stock split, reclassification or otherwise than by
payment of a dividend in Common Stock or in any right to acquire
Common Stock), or in the event the outstanding shares of Common
Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, then
the Conversion Price in effect immediately prior to such client
shall, concurrently with the effectiveness of such event, be
proportionately decreased or increased, as appropriate.  In the
event that the Company shall declare or pay, without
consideration, any dividend on the Common Stock payable in any
right to acquire Common Stock for no consideration, then the
Company shall be deemed to have made. a dividend payable in
Common Stock in an amount of shares equal to the maximum number
of shares issuable upon exercise of such rights to acquire common
Stock.

(e)  Adjustments for Reclassification and Reorganization.
If the Common Stock issuable upon conversion of the Series A
Convertible Preferred Stock shall be changed into the same or a
different number of shares of any other class or classes of
stock, whether by capital reorganization, reclassification or
otherwise (other than a subdivision or combination of shares
provided for in Section 3(d) above or a merger or other
reorganization referred to in Section 2(d) above), the Conversion
Price then in effect shall, concurrently with the effectiveness
of such reorganization or reclassification, be proportionately
adjusted so that the Series A Convertible Preferred Stock shall
be convertible into, in lieu of the number of shares of Common
Stock which the holders would otherwise have been entitled to
receive, a number of shares of such other class or classes of
stock equivalent to the number of shares of Common Stock that
would have been subject to receipt by the holders upon conversion
of the Series A Convertible Preferred Stock immediately before
that change.

(f)  No Impairment.  The Company will not, by amendment of
its Articles of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the
provisions of this Section 3 and in the taking of all such action
as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of the Series A Convertible
Preferred Stock against impairment.

(g)  Certificates as to Adjustments.  Upon the occurrence
of each adjustment or readjustment of any Conversion Price
pursuant to this Section 3, the Company, at its expense shall
promptly compute such adjustment or readjustment in accordance
with the terms hereof and prepare and furnish to each holder of
Series A Convertible Preferred Stock a certificate executed by
the Company's President or Chief Financial Officer setting forth
such adjustment or readjustment and showing in detail the facts
upon which the Company shall, upon the written request at any
time of any holder of Series A Convertible Preferred Stock,
furnish or cause to be furnished to such holder a like
certificate setting forth (i) such adjustments and readjustments,
(ii) the Conversion Price at the time in effect, and (iii) the
number of shares of Common Stuck and the amount if any, of other
property which at the time would be received upon the conversion
of the Series A Convertible Preferred Stock.

(h)  Notices of Record Date.	In the event that the Company
shall propose at any time: (i) to declare any dividend or
distribution upon its Common Stock, whether in cash, property,
stock or other securities. whether or not a regular cash dividend
and whether or not out of earnings or earned surplus; (ii) to
offer for subscription pro rata to the holders of any class or
series of its stock any additional shares of stock of any class
or series or other rights; (iii) to effect any reclassification
or recapitalization of its Common Stock outstanding involving a
change in the Common Stock; or (iv) to merge or consolidate with
or into any other corporation, or sell, lease or convey all or
substantially all of its assets, or to liquidate, dissolve or
wind up; then, in connection with each such event, the Company
shall send to the holders of Series A Convertible Preferred
Stock:

(A)  At least twenty (20) days prior written notice of
the date on which a record shall be taken for such dividend,
distribution or subscription rights (and specifying the date on
which the holders of Common Stock shall be entitled thereto) or
for determining rights to vote, if any, in respect of the matters
referred to in (iii) and (iv) above; and

(B)  In the case of the matters referred to in (iii) and
(iv) above, at least twenty (20) days prior written notice of the
date when the same shall take place (and specifying the date on
which the holders of Common Stock shall be entitled to exchange
their Common Stock for securities or other property deliverable
upon the occurrence of such event).

(i)  Reservation of Stock lssuable Upon Conversion.  The
Company shall at all times reserve and keep available out of its
authorized but unissued shoes of Common Stock, solely for the
purpose of effecting the conversion of the shares of the Series A
Preferred Stock, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of
all outstanding shares of the Series A Convertible Preferred
Stock; and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the
conversion of all then outstanding shares of the Series A
Convertible Preferred Stock, the Company will take such corporate
action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purpose,
including, without limitation, engaging in best efforts to obtain
the Requisite stockholder approval of any necessary amendment to
this Certificate.

(j)  Fractional Shares.  No fractional share shall be issued
upon the conversion of any share or shares of Series A
Convertible Preferred Stock.  All shares of Common Stock
(including fractions thereof) issuable upon conversion of more
than one share of Series A Convertible Preferred Stock by a
holder thereof shall be aggregated for purposes of determining
whether the conversion would result in the issuance of any
fractional share.  If, after the aforementioned aggregation, the
conversion would result in the issuance of a fraction of a share
of Common Stock, the Company shall, in lieu of issuing any
fractional share, pay the holder otherwise entitled to such
fraction a sum in cash equal to the fair market value of such
fraction on the date of conversion (as determined in good faith
by the Board of Directors).

(k)  Notices.  Any notice required by the provisions of this
Section 3 to be given to the holders of shares of Series A
Convertible Preferred Stock shall be deemed given if deposited
iii the United States mail, postage prepaid, and addressed to
each holder of record at his address appearing on the books of
the Company.

(4)  VOTING RIGHTS.  The holder of each share of Series A
Convertible Preferred Stock shall have the right to one vote for
each share of Common Stock into which such share of Series A
Convertible Preferred Stock could be converted on the record date
for the vote or written consent of stockholders.  In all cases
any fractional share, determined on an aggregate conversion
basis, shall be rounded to the nearest whole share.  With respect
to such vote, such holder shall have full voting rights and
powers equal to the voting rights and powers of the holders of
Common Stock, and shall be entitled, notwithstanding any
provision hereof, to notice of any stockholders meeting in
accordance with the bylaws of the Company, and shall be entitled
to vote, together with holders, of Common Stock, with respect to
any question upon which holders of Common Stock have the right to
vote.

(5)  STATUS OF CONVERTED STOCK.  In the event any shares of
Series A Convertible Preferred Stock shall be converted pursuant
to Section 3 hereof, the shares so converted shall be cancelled
and shall not be issuable by the Company, and all such shares
shall be canceled, retired and eliminated from the shares which
tile Company is authorized to issue.

(6)  SENIORITY OF SERIES A CONVERTIBLE PREFERRED STOCK.   No
additional shares of Series A Convertible Preferred Stock shall
be authorized or issued that have rights, privileges and
preferences equal to or senior to the Series A Convertible
Preferred Stock as long as any Series Convertible Preferred Stock
is outstanding.

(7)  RESTRICTIONS AND LIMITATIONS.  So long as any shares of
Series Convertible Preferred Stock remain outstanding, the
Company shall not, without the vote or written consent by the
holders of at least a majority of the then outstanding shares of
Series A Convertible Preferred Stock, amend the Articles of
Incorporation if such amendment would adversely affect any of the
rights, preferences or privileges provided for herein for the
benefit of the Series A Convertible Preferred Stock.

RESOLVED FURTHER, that the Secretary of the Company is hereby
authorized and directed to prepare, execute, verify and file, in
the office of the Nevada Secretary of State, a Certificate of
Determination in accordance with this resolution as required by
law.

GOLFGEAR INTERNATIONAL, INC.


By: /s/  Donald A. Anderson               Date: October 20, 1999
Donald A. Anderson, President


By: /s/  Robert N. Weingarten             Date: October 20, 1999
Robert N. Weingarten,
Secretary

Acknowledgment

State of California
                    SS
County of Orange

On this 20th day of October, 1999, before me, the
undersigned, a Notary Public in and for said State, personally
appeared Donald A. Anderson, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person who
name is subscribed to the within instrument, and acknowledged to
me that he executed the same in his capacity, and that by his
signature on the instrument the person, or entity on behalf of
which the person acted, executed the within instrument.

WITNESS my hand and official seal.

By: /s/

Notary Public in and for said County and State

Acknowledgment

State of California
                    SS
County of Los Angeles

On this 20th day of October, 1999, before me, the
undersigned, a Notary Public in and for said State, personally
appeared Robert N. Weingarten, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person who
name is subscribed to the within instrument, and acknowledged to
me that he executed the same in his capacity, and that by his
signature on the instrument the person, or entity on behalf of
which the person acted, executed the within instrument.

WITNESS my hand and official seal.

By: /s/

Notary Public in and for said County and State