GOLFGEAR INTERNATIONAL, INC. PRIVATE
                      1997 STOCK INCENTIVE PLAN

1.  GENERAL PROVISIONS

1.1  Purpose.

The 1997 Stock Incentive Plan (the "Plan") is intended
to allow designated officers and employees (all of whom are
sometimes collectively referred to herein as "Employees") and
certain Non-Employee Directors of GolfGear International, Inc.
("GGI") and its Subsidiaries which it may have from time to time
(GGI and such Subsidiaries are referred to herein as the "Company")
to receive certain options ("Stock Options") to purchase GGI's
common stock, $.001 par value ("Common Stock"), and to receive
grants of Common Stock subject to certain restrictions ("Awards").
As used in this Plan, the term "Subsidiary" shall mean each
corporation which is a "subsidiary corporation" of GGI within the
meaning of Section 424(f) of the Internal Revenue Code of 1986, as
amended (the "Code").  The purpose of this Plan is to provide
Employees with equity-based compensation incentives to make
significant and extraordinary contributions to the long-term
performance and growth of the Company, and to attract and retain
Employees of exceptional ability.

1.2  Administration.

1.2.1  The Plan shall be administered by the
Compensation Committee (the "Committee") of, or appointed by, the
Board of Directors of GGI (the "Board").  Each member of the
Committee shall be a "disinterested person" as that term is defined
in Rule 16b-3 promulgated by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act"), but no action of the Committee shall be in-
valid if this requirement is not met.  The Committee shall select
one of its members as Chairman and shall act by vote of a majority
of a quorum, or by unanimous written consent.  A majority of its
members shall constitute a quorum.  The Committee shall be governed
by the provisions of GGI's Bylaws and of Delaware law applicable to
the Board, except as otherwise provided herein or determined by the
Board.

1.2.2  The Committee shall have full and complete authority, in
its discretion, but subject to the express provisions of the Plan:
to approve the Employees nominated by the management of the Company
to be granted Awards or Stock Options; to determine the number of
Awards or Stock Options to be granted to an Employee; to determine
the time or times at which Awards or Stock Options shall be granted;
to establish the terms and conditions upon which Awards or Stock
Options may be exercised; to remove or adjust any restrictions and
conditions upon Awards or Stock Options; to specify, at the time of
grant, provisions relating to exercisability of Stock Options and
to accelerate or otherwise modify the exercisability of any Stock
Options; and to adopt such rules and regulations and to make all
other determinations deemed necessary or desirable for the
administration of the Plan.  All interpretations and constructions
of the Plan by the Committee, and all of its actions hereunder,
shall be binding and conclusive on all persons for all purposes.

1.2.3  The Company hereby agrees to indemnify and
hold harmless each Committee member and each employee of the
Company, and the estate and heirs of such Committee member or
employee, against all claims, liabilities, expenses, penalties,
damages or other pecuniary losses, including legal fees, which such
Committee member or employee, his or her estate or heirs may suffer
as a result of his or her responsibilities, obligations or duties
in connection with the Plan, to the extent that insurance, if any,
does not cover the payment of such items.  No member of the
Committee or the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any
Award or Stock Option granted pursuant to the Plan.

1.3  Eligibility and Participation.

Employees eligible under the Plan shall be approved
by the Committee from those Employees who, in the opinion of the
management of the Company, are in positions which enable them to
make significant and extraordinary contributions to the long-term
performance and growth of the Company.  In selecting Employees to
whom Stock Options or Awards may be granted, consideration shall be
given to factors such as employment position, duties and respon-
sibilities, ability, productivity, length of service, morale,
interest in the Company and recommendations of supervisors.  No
member of the Committee shall be eligible to participate under the
Plan or under any other Company plan if such participation would
contravene the standard of paragraph 1.2.1 above relating to "dis-
interested persons."

1.4  Shares Subject to the Plan.

The maximum number of shares of Common Stock that may be
issued pursuant to the Plan shall be 750,000, subject to adjustment
pursuant to the provisions of paragraph 4.1.  If shares of Common
Stock awarded or issued under the Plan are reacquired by the
Company due to a forfeiture or for any other reason, such shares
shall be cancelled and thereafter shall again be available for
purposes of the Plan.  If a Stock Option expires, terminates or is
cancelled for any reason without having been exercised in full, the
shares of Common Stock not purchased thereunder shall again be
available for purposes of the Plan.

2.  PROVISIONS RELATING TO STOCK OPTIONS

2.1  Grants of Stock Options.

The Committee may grant Stock Options in such amounts,
at such times, and to such Employees nominated by the management of
the Company as the Committee, in its discretion, may determine.
Stock Options granted under the Plan shall constitute "incentive
stock options" within the meaning of Section 422 of the Code, if so
designated by the Committee on the date of grant.  The Committee
shall also have the discretion to grant Stock Options which do not
constitute incentive stock options, and any such Stock Options
shall be designated non-statutory stock options by the Committee on
the date of grant.  The aggregate fair market value (determined as
of the time an incentive stock option is granted) of the Common
Stock with respect to which incentive stock options are exercisable
for the first time by any Employee during any one calendar year
(under all plans of the Company and any parent or Subsidiary of the
Company) may not exceed the maximum amount permitted under Section
422 of the Code (currently $100,000.00).  Non-statutory stock
options shall not be subject to the limitations relating to incen-
tive stock options contained in the preceding sentence.  Each Stock
Option shall be evidenced by a written agreement (the "Option
Agreement") in a form approved by the Committee, which shall be
executed on behalf of the Company and by the Employee to whom the
Stock Option is granted, and which shall be subject to the terms
and conditions of this Plan.  In the discretion of the Committee,
Stock Options may include provisions (which need not be uniform),
authorized by the Committee in its discretion, that accelerate an
Employee's rights to exercise Stock Options following a "Change in
Control," upon termination of such Employee employment by the
Company without "Cause" or by the Employee for "Good Reason," as
such terms are defined in paragraph 3.1 hereof.  The holder of a
Stock Option shall not be entitled to the privileges of stock
ownership as to any shares of Common Stock not actually issued to
such holder.

2.2  Purchase Price.

The purchase price (the "Exercise Price") of shares of
Common Stock subject to each Stock Option ("Option Shares") shall
equal the fair market value ("Fair Market Value") of such shares on
the date of grant of such Stock Option.  Notwithstanding the
foregoing, the Exercise Price of Option Shares subject to an
incentive stock option granted to an Employee who at the time of
grant owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or of any
parent or Subsidiary shall be at least equal to 110% of the Fair
Market Value of such shares on the date of grant of such Stock
Option.  The Fair Market Value of a share of Common Stock on any
date shall be equal to the closing price (or if no closing price is
reported, the average of the last bid and asked prices)  of the
Common Stock for the last preceding day on which GGI's shares were
traded, and the method for determining the closing price shall be
determined by the Committee.

2.3  Option Period.

The Stock Option period (the "Term") shall commence on
the date of grant of the Stock Option and shall be ten years or
such shorter period as is determined by the Committee.  Notwith-
standing the foregoing, the Term of an incentive stock option
granted to an Employee who at the time of grant owns stock
possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of any parent or Subsidiary
shall not exceed five years.  Each Stock Option shall provide that
it is exercisable over its term in such periodic installments as
the Committee in its sole discretion may determine.  Such
provisions need not be uniform.  Notwithstanding the foregoing, but
subject to the provisions of paragraphs 1.2.2 and 2.1, Stock
Options granted to Employees who are subject to the reporting
requirements of Section 16(a) of the Exchange Act ("Section 16
Reporting Persons") shall not be exercisable until at least six
months and one day from the date the Stock Option is granted.

2.4  Exercise of Options.

2.4.1  Each Stock Option may be exercised in whole or
in part (but not as to fractional shares) by delivering it for sur-
render or endorsement to the Company, attention of the Corporate
Secretary, at the principal office of the Company, together with
payment of the Exercise Price and an executed Notice and Agreement
of Exercise in the form prescribed by paragraph 2.4.2.  Payment may
be made (i) in cash, (ii) by cashier's or certified check, (iii) by
surrender of previously owned shares of the Company's Common Stock
valued pursuant to paragraph 2.2 (if the Committee authorizes
payment in stock in its discretion), (iv) by withholding from the
Option Shares which would otherwise be issuable upon the exercise
of the Stock Option that number of Option Shares having an
aggregate fair market value (determined in the manner prescribed by
paragraph 2.2) as of the date of the exercise of the Stock Option
equal to the exercise price of the Stock Option, if such
withholding is authorized by the Committee in its discretion, or
(v) in the discretion of the Committee, by the delivery to the
Company of the optionee's promissory note secured by the Option
Shares, bearing interest at a rate sufficient to prevent the
imputation of interest under Sections 483 or 1274 of the Code, and
having such other terms and conditions as may be satisfactory to
the Committee.

2.4.2  Exercise of each Stock Option is conditioned
upon the agreement of the Employee to the terms and conditions of
this Plan and of such Stock Option as evidenced by the Employee's
execution and delivery of a Notice and Agreement of Exercise in a
form to be determined by the Committee in its discretion.  Such
Notice and Agreement of Exercise shall set forth the agreement of
the Employee that:  (a) no Option Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933 (the
"Securities Act") or any other applicable federal or state
securities laws, (b) each Option Share certificate may be imprinted
with legends reflecting any applicable federal and state securities
law restrictions and conditions, (c) the Company may comply with
said securities law restrictions and issue "stop transfer"
instructions to its Transfer Agent and Registrar without liability,
(d) if the Employee is a Section 16 Reporting Person, the Employee
will furnish to the Company a copy of each Form 4 or Form 5 filed
by said Employee and will timely file all reports required under
federal securities laws, and (e) the Employee will report all sales
of Option Shares to the Company in writing on a form prescribed by
the Company.

2.4.3  No Stock Option shall be exercisable unless
and until any applicable registration or qualification requirements
of federal and state securities laws, and all other legal require-
ments, have been fully complied with.  The Company will use
reasonable efforts to maintain the effectiveness of a Registration
Statement under the Securities Act for the issuance of Stock
Options and shares acquired thereunder, but there may be times when
no such Registration Statement will be currently effective.  The
exercise of Stock Options may be temporarily suspended without
liability to the Company during times when no such Registration
Statement is currently effective, or during times when, in the
reasonable opinion of the Committee, such suspension is necessary
to preclude violation of any requirements of applicable law or
regulatory bodies having jurisdiction over the Company.  If any
Stock Option would expire for any reason except the end of its term
during such a suspension, then if exercise of such Stock Option is
duly tendered before its expiration, such Stock Option shall be
exercisable and exercised (unless the attempted exercise is
withdrawn) as of the first day after the end of such suspension.
The Company shall have no obligation to file any Registration
Statement covering resales of Option Shares.

2.5  Continuous Employment.

Except as provided in paragraph 2.7 below, an Employee may not
exercise a Stock Option unless from the date of grant to the date
of exercise such Employee remains continuously in the employ of
the Company.  For purposes of this paragraph 2.5, the period of
continuous employment of an Employee with the Company shall be
deemed to include (without extending the term of the Stock
Option) any period during which such Employee is on leave of
absence with the consent of the Company, provided that such leave
of absence shall not exceed three months and that such Employee
returns to the employ of the Company at the expiration of such
leave of absence.  If such Employee fails to return to the employ
of the Company at the expiration of such leave of absence, such
Employee's employment with the Company shall be deemed terminated
as of the date such leave of absence commenced.  The continuous
employment of an Employee with the Company shall also be deemed to
include any period during which such Employee is a member of the
Armed Forces of the United States, provided that such Employee
returns to the employ of the Company within 90 days (or such longer
period as may be prescribed by law) from the date such Employee
first becomes entitled to discharge.  If an Employee does not
return to the employ of the Company within 90 days (or such longer
period as may be prescribed by law) from the date such Employee
first becomes entitled to discharge, such Employee's employment
with the Company shall be deemed to have terminated as of the date
such Employee's military service ended.

2.6  Restrictions on Transfer.

Each Stock Option granted under this Plan shall be
transferable only by will or the laws of descent and distribution.
No interest of any Employee under the Plan shall be subject to
attachment, execution, garnishment, sequestration, the laws of
bankruptcy or any other legal or equitable process.  Each Stock
Option granted under this Plan shall be exercisable during an
Employee's lifetime only by such Employee or by such Employee's
legal representative.

2.7  Termination of Employment.

2.7.1  Upon an Employee's Retirement, Disability or
death, (a) all Stock Options to the extent then presently exer-
cisable shall remain in full force and effect and may be exercised
pursuant to the provisions thereof, including expiration at the end
of the fixed term thereof, and (b) unless otherwise provided by the
Committee, all Stock Options to the extent not then presently
exercisable by such Employee shall terminate as of the date of such
termination of employment and shall not be exercisable thereafter.

2.7.2  Upon the termination of the employment of an
Employee with the Company for any reason other than the reasons set
forth in paragraph 2.7.1 hereof, (a) all Stock Options to the
extent then presently exercisable by such Employee shall remain
exercisable only for a period of 90 days after the date of such
termination of employment (except that the 90-day period shall be
extended to 12 months if the Employee shall die during such 90-day
period), and may be exercised pursuant to the provisions thereof,
including expiration at the end of the fixed term thereof, and (b)
unless otherwise provided by the Committee, all Stock Options to
the extent not then presently exercisable by such Employee shall
terminate as of the date of such termination of employment and
shall not be exercisable thereafter.

2.7.3  For purposes of this Plan:

(a)  "Retirement" shall mean an Employee's retirement from the
employ of the Company on or after the date on which such Employee
attains the age of sixty-five (65) years; and

(b)  "Disability" shall mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental
incompetence, to perform the usual duties of such Employee's
employment with the Company, which disability shall be determined:
in medical evidence by a licensed physician designated by the
Committee, or (ii) on evidence that the Employee has become entitled
to receive primary benefits as a disabled employee under the Social
Security Act in effect on the date of such disability.

2.8  Grants of Options to Non-Employee Directors.

Each member of the Board who is not an
Employee (a "Non-Employee Director:), whether or not such member is
a member of the Committee, shall automatically be granted non-
statutory Stock Options to purchase 10,000 shares of Common Stock
on each anniversary of such Non-Employee Director's continuous
service on the Board.  The term of each such Stock Option granted
to a Non-Employee Director shall commence on the date of grant and
shall be for ten years thereafter.  Each such Stock Option granted
to a Non-Employee Director shall first be exercisable six months
and one day from the later of the date of grant or the date of
shareholder approval of this Plan, and thereafter shall be
exercisable at any time until the expiration of its term, whether
or not the Non-Employee Director is a member of the Board at the
time of exercise or later enters the employ of the Company.
Notwithstanding the foregoing or any other provision of this Plan,
all unexercised Stock Options held by a Non-Employee Director shall
automatically terminate as of the date his or her directorship is
terminated, if such directorship is terminated on account of any
act of fraud, embezzlement, misappropriation or conversion of
assets or opportunities of the Company.  Upon termination of such
Stock Options, such Non-Employee Director shall forfeit all rights
and benefits under this Plan.  Notwithstanding the provisions of
paragraph 4.4, the provisions of this paragraph 2.8 may not be
amended more than once every six months, other than to comport with
changes in the Code or the regulations thereunder.  The Committee
shall not grant any Awards to Non-Employee Directors and shall have
no discretion as to (a) the selection of Non-Employee Directors to
whom Stock Options may be granted, (b) the number of Stock Options
granted to any Non-Employee Director, (c) the times at which or the
periods within which Stock Options may be granted to, or exercised
by, Non-Employee Directors, or (d) except to the limited extent
provided in paragraph 2.2, the price at which any Stock Option
granted to a Non-Employee Director may be exercised.  Except as
specifically set forth in this paragraph 2.8, Stock Options granted
to Non-Employee Directors will be governed by all of the other
terms and provisions of this Plan.

3.  PROVISIONS RELATING TO AWARDS

3.1  Grant of Awards.

Subject to the provisions of the Plan, the
Committee shall have full and complete authority, in its
discretion, but subject to the express provisions of this Plan, to
(i) grant Awards pursuant to the Plan, (ii) determine the number of
shares of Common Stock subject to each Award ("Award Shares"),
(iii) determine the terms and conditions (which need not be
identical) of each Award, including the consideration (if any) to
be paid by the Employee for such Common Stock, which may, in the
Committee's discretion, consist of the delivery of the Employee's
promissory note meeting the requirements of paragraph 2.4.1, (iv)
establish and modify performance criteria for Awards, and (v) make
all of the determinations necessary or advisable with respect to
Awards under the Plan.  Each award under the Plan shall consist of
a grant of shares of Common Stock subject to a restriction period
(after which the restrictions shall lapse), which shall be a period
commencing on the date the award is granted and ending on such date
as the Committee shall determine (the "Restriction Period").  The
Committee may provide for the lapse of restrictions in
installments, for acceleration of the lapse of restrictions upon
the satisfaction of such performance or other criteria or upon the
occurrence of such events as the Committee shall determine, and for
the early expiration of the Restriction Period upon an Employee's
death, Disability or Retirement as defined in paragraph 2.7.3, or,
following a Change of Control, upon termination of an Employee's
employment by the Company without "Cause" or by the Employee for
"Good Reason," as those terms are defined herein.  For purposes of
this Plan:

"Change of Control" shall be deemed to occur (a) on
the date the Company first has actual knowledge that any person (as
such term is used in Sections 13(d) and 14(d) (2) of the Exchange
Act) has become the beneficial owner (as defined in Rule 13(d)-3
under the Exchange Act), directly or indirectly, of securities of
the Company representing 40% or more of the combined voting power
of the Company's then outstanding securities, or (b) on the date
the shareholders of the Company approve (i) a merger of the Company
with or into any other corporation in which the Company is not the
surviving corporation or in which the Company survives as a
subsidiary of another corporation, (ii) a consolidation of the
Company with any other corporation, or (iii) the sale or
disposition of all or substantially all of the Company's assets or
a plan of complete liquidation.

"Cause," when used with reference to termination of
the employment of an Employee by the Company for "Cause," shall
mean:

(a)  the Employee's continuing willful and material
breach of his or her duties to the Company after he or she receives
a demand from the Chief Executive of the Company specifying the
manner in which he or she has willfully and materially breached
such duties, other than any such failure resulting from Disability
of the Employee or his or her resignation for "Good Reason," as
defined herein; or

(b)  the conviction of the Employee of a felony; or

(c)  the Employee's commission of fraud in the
course of his or her employment with the Company, such as
embezzlement or other material and intentional violation of law
against the Company; or

(d)  the Employee's gross misconduct causing material harm to the
Company.

"Good Reason" shall mean any one or more of the
following, occurring following or in connection with a Change of
Control and within 90 days prior to the Employee's resignation,
unless the Employee shall have consented thereto in writing:

(a)  the assignment to the Employee of duties
inconsistent with his or her executive status prior to the Change
of Control or a substantive change in the officer or officers to
whom he or she reports from the officer or officers to whom he or
she reported immediately prior to the Change of Control; or

(b)  the elimination or reassignment of a majority
of the duties and responsibilities that were assigned to the
Employee immediately prior to the Change of Control; or

(c)  a reduction by the Company in the Employee's
annual base salary as in effect immediately prior to the Change of
Control; or

(d)  the Company's requiring the Employee to be
based anywhere outside a 35-mile radius from his or her place of
employment immediately prior to the Change of Control, except for
required travel on the Company's business to an extent
substantially consistent with the Employee's business travel
obligations immediately prior to the Change of Control; or

(e)  the failure of the Company to grant the
Employee a performance bonus reasonably equivalent to the same
percentage of salary the Employee normally received prior to the
Change of Control, given comparable performance by the Company and
the Employee; or

(f)  the failure of the Company to obtain a
satisfactory Assumption Agreement (as defined in paragraph 4.12 of
the Plan) from a successor, or the failure of such successor to
perform such Assumption Agreement.

3.2  Incentive Agreements.

Each Award granted under the Plan shall be
evidenced by a written agreement (an "Incentive Agreement") in a
form approved by the Committee and executed by the Company and the
Employee to whom the Award is granted.  Each Incentive Agreement
shall be subject to the terms and conditions of the Plan and other
such terms and conditions as the Committee may specify.

3.3  Waiver of Restrictions.

The Committee may modify or amend any Award under the
Plan or waive any restrictions or conditions applicable to such
Awards; provided, however, that the Committee may not undertake any
such modifications, amendments or waivers if the effect thereof
materially increases the benefits to any Employee, or adversely
affects the rights of any Employee without his or her consent.

3.4  Terms and Conditions of Awards.

3.4.1  Upon receipt of an Award of shares of Common
Stock under the Plan, even during the Restriction Period, an
Employee shall be the holder of record of the shares and shall have
all the rights of a shareholder with respect to such shares,
subject to the terms and conditions of the Plan and the Award.

3.4.2  Except as otherwise provided in this paragraph
3.4, no shares of Common Stock received pursuant to the Plan shall
be sold, exchanged, transferred, pledged, hypothecated or otherwise
disposed of during the Restriction Period applicable to such
shares.  Any purported disposition of such Common Stock in
violation of this paragraph 3.4.2 shall be null and void.

3.4.3  If an Employee's employment with the Company
terminates prior to the expiration of the Restriction Period for an
Award, subject to any provisions of the Award with respect to the
Employee's death, Disability or Retirement, or Change of Control,
all shares of Common Stock subject to the Award shall be
immediately forfeited by the Employee and reacquired by the
Company, and the Employee shall have no further rights with respect
to the Award.  In the discretion of the Committee, an Incentive
Agreement may provide that, upon the forfeiture by an Employee of
Award Shares, the Company shall repay to the Employee the
consideration (if any) which the Employee paid for the Award Shares
on the grant of the Award.  In the discretion of the Committee, an
Incentive Agreement may also provide that such repayment shall
include an interest factor on such consideration from the date of
the grant of the Award to the date of such repayment.

3.4.4  The Committee may require under such terms and
conditions as it deems appropriate or desirable that (i) the
certificates for Common Stock delivered under the Plan are to be
held in custody by the Company or a person or institution
designated by the Company until the Restriction Period expires,
(ii) such certificates shall bear a legend referring to the
restrictions on the Common Stock pursuant to the Plan, and (iii)
the Employee shall have delivered to the Company a stock power
endorsed in blank relating to the Common Stock.

4.  MISCELLANEOUS PROVISIONS

4.1  Adjustments Upon Change in Capitalization.

4.1.1  The number and class of shares subject to each
outstanding Stock Option, the Exercise Price thereof (but not the
total price), the maximum number of Stock Options that may be
granted under the Plan, the minimum number of shares as to which a
Stock Option may be exercised at any one time, and the number and
class of shares subject to each outstanding Award, shall
be proportionately adjusted in the event of any increase or
decrease in the number of the issued shares of Common Stock which
results from a split-up or consolidation of shares, payment of a
stock dividend or dividends exceeding a total of 5% for which the
record dates occur in any one fiscal year, a recapitalization
(other than the conversion of convertible securities according to
their terms), a combination of shares or other like capital
adjustment, so that (i) upon exercise of the Stock Option, the
Employee shall receive the number and class of shares such Employee
would have received had such Employee been the holder of the number
of shares of Common Stock for which the Stock Option is being exer-
cised upon the date of such change or increase or decrease in the
number of issued shares of the Company, and (ii) upon the lapse of
restrictions of the Award Shares, the Employee shall receive the
number and class of shares such Employee would have received if the
restrictions on the Award Shares had lapsed on the date of such
change or increase or decrease in the number of issued shares of
the Company.

4.1.2  Upon a reorganization, merger or consolidation
of the Company with one or more corporations as a result of which
GGI is not the surviving corporation or in which GGI survives as a
wholly-owned subsidiary of another corporation, or upon a sale of
all or substantially all of the property of the Company to another
corporation, or any dividend or distribution to shareholders of
more than 10% of the Company's assets, adequate adjustment or other
provisions shall be made by the Company or other party to such
transaction so that there shall remain and/or be substituted for
the Option Shares and Award Shares provided for herein, the shares,
securities or assets which would have been issuable or payable in
respect of or in exchange for such Option Shares and Award Shares
then remaining, as if the Employee had been the owner of such
shares as of the applicable date.  Any securities so substituted
shall be subject to similar successive adjustments.

4.2  Withholding Taxes.

The Company shall have the right at the time of
exercise of any Stock Option, the grant of an Award, or the lapse
of restrictions on Award Shares, to make adequate provision for any
federal, state, local or foreign taxes which it believes are or may
be required by law to be withheld with respect to such exercise
("Tax Liability"), to ensure the payment of any such Tax Liability.
The Company may provide for the payment of any Tax Liability by any
of the following means or a combination of such means, as
determined by the Committee in its sole and absolute discretion in
the particular case:  (i) by requiring the Employee to tender a
cash payment to the Company, (ii) by withholding from the
Employee's salary, (iii) by withholding from the Option Shares
which would otherwise be issuable upon exercise of the Stock
Option, or from the Award Shares on their grant or date of lapse of
restrictions, that number of Option Shares or Award Shares having
an aggregate fair market value (determined in the manner prescribed
by paragraph 2.2) as of the date the withholding tax obligation
arises in an amount which is equal to the Employee's Tax Liability
or (iv) by any other method deemed appropriate by the Committee.
Satisfaction of the Tax Liability of a Section 16 Reporting Person
may be made by the method of payment specified in clause (iii)
above only if the following two conditions are satisfied:

(a)  the withholding of Option Shares or Award
Shares and the exercise of the related Stock Option occur at least
six months and one day following the date of grant of such Stock
Option or Award; and

(b)  the withholding of Option Shares or Award
Shares is made either (i) pursuant to an irrevocable election
("Withholding Election") made by such Employee at least six months
in advance of the withholding of Options Shares or Award Shares, or
(ii) on a day within a ten-day "window period" beginning on the
third business day following the date of release of the Company's
quarterly or annual summary statement of sales and earnings.

Anything herein to the contrary notwithstanding, a Withholding
Election may be disapproved by the Committee at any time.

4.3  Relationship to Other Employee Benefit Plans.

Stock Options and Awards granted hereunder shall
not be deemed to be salary or other compensation to any Employee
for purposes of any pension, thrift, profit-sharing, stock purchase
or any other employee benefit plan now maintained or hereafter
adopted by the Company.

4.4  Amendments and Termination.

The Board of Directors may at any time suspend,
amend or terminate this Plan.  No amendment, except as provided in
paragraph 2.8, or modification of this Plan may be adopted, except
subject to stockholder approval, which would: (a) materially
increase the benefits accruing to Employees under this Plan, (b)
materially increase the number of securities which may be issued
under this Plan (except for adjustments pursuant to paragraph 4.1
hereof), or (c) materially modify the requirements as to
eligibility for participation in the Plan.

4.5  Successors in Interest.

The provisions of this Plan and the actions of the
Committee shall be binding upon all heirs, successors and assigns
of the Company and of Employees.

4.6  Other Documents.

All documents prepared, executed or delivered in
connection with this Plan (including, without limitation, Option
Agreements and Incentive Agreements) shall be, in substance and
form, as established and modified by the Committee; provided,
however, that all such documents shall be subject in every respect
to the provisions of this Plan, and in the event of any conflict
between the terms of any such document and this Plan, the
provisions of this Plan shall prevail.

4.7  No Obligation to Continue Employment.

This Plan and grants hereunder shall not impose any
obligation on the Company to continue to employ any Employee.
Moreover, no provision of this Plan or any document executed or
delivered pursuant to this Plan shall be deemed modified in any way
by any employment contract between an Employee (or other employee)
and the Company.

4.8  Misconduct of an Employee.

Notwithstanding any other provision of this Plan,
if an Employee commits fraud or dishonesty toward the Company or
wrongfully uses or discloses any trade secret, confidential data or
other information proprietary to the Company, or intentionally
takes any other action materially inimical to the best interests of
the Company, as determined by the Committee, in its sole and
absolute discretion, such Employee shall forfeit all rights and
benefits under this Plan.

4.9  Term of Plan.

This Plan was adopted by the Board effective
December 13, 1997.  No Stock Options or Awards may be granted under
this Plan after December 12, 2007.

4.10  Governing Law.

This Plan shall be construed in accordance with,
and governed by, the laws of the State of California.

4.11  Shareholder Approval.

No Stock Option shall be exercisable, or Award
granted, unless and until the Shareholders of the Company have
approved this Plan and all other legal requirements have been fully
complied with.

4.12	Assumption Agreements.

The Company will require each successor, (direct or
indirect, whether by purchase, merger, consolidation or otherwise),
to all or substantially all of the business or assets of the
Company, prior to the consummation of each such transaction, to
assume and agree to perform the terms and provisions remaining to
be performed by the Company under each Incentive Agreement and
Stock Option and to preserve the benefits to the Employees
thereunder.  Such assumption and agreement shall be set forth in a
written agreement in form and substance satisfactory to the
Committee (an "Assumption Agreement"), and shall include such
adjustments, if any, in the application of the provisions of the
Incentive Agreements and Stock Options and such additional
provisions, if any, as the Committee shall require and approve, in
order to preserve such benefits to the Employees.  Without limiting
the generality of the foregoing, the Committee may require an
Assumption Agreement to include satisfactory undertakings by a
successor:

(a)  to provide liquidity to the Employees at the
end of the Restriction Period applicable to Common Stock awarded to
them under the Plan, or on the exercise of Stock Options;

(b)  if the succession occurs before the expiration
of any period specified in the Incentive Agreements for
satisfaction of performance criteria applicable to the Common Stock
awarded thereunder, to refrain from interfering with the Company's
ability to satisfy such performance criteria or to agree to modify
such performance criteria and/or waive any criteria that cannot be
satisfied as a result of the succession;

(c)  to require any future successor to enter into
an Assumption Agreement; and

(d)  to take or refrain from taking such other
actions as the Committee may require and approve, in its
discretion.

The Committee referred to in this paragraph 4.12 is the Committee
appointed by a Board of Directors in office prior to the succession
then under consideration.

4.13  Compliance With Rule 16B-3.

Transactions under the Plan are intended to comply
with all applicable conditions of Rule 16b-3.  To the extent that
any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted
by law and deemed advisable by the Committee.

IN WITNESS WHEREOF, this Plan has been executed effective as
of the 15th day of October, 1997.

GOLFGEAR INTERNATIONAL, INC.


By:  /s/  Donald A. Anderson
Donald A. Anderson, President