AMENDED AND RESTATED

                                    AGREEMENT

                                       FOR

                           SALE AND PURCHASE OF ASSETS

                                     BETWEEN

                              BEL AIR GOLF COMPANY

                                       AND

                          GOLFGEAR INTERNATIONAL, INC.





                                APRIL  11,  2000


<PAGE>
AMENDED  AND  RESTATED  AGREEMENT  FOR  SALE  AND  PURCHASE  OF  ASSETS
-----------------------------------------------------------------------


     This  Amended  and  Restated Agreement for Sale and Purchase of Assets (the
"Agreement")  is  made  effective  April  11, 2000, between BEL AIR GOLF COMPANY
(sometimes  doing  business  as  Bel Air Players Golf hereinafter referred to as
"Bel  Air"), a California corporation (hereinafter referred to as "SELLER"), and
GOLFGEAR  INTERNATIONAL,  INC.,  a  Nevada  corporation  (the  "PURCHASER").

     WHEREAS, SELLER is in the business of the manufacture, assembly, repair and
distribution  of  golf  bags,  golf  clubs  and other golf related equipment and
accessories;

     WHEREAS,  SELLER  wishes  to  sell to PURCHASER, and PURCHASER, through its
wholly  owned  subsidiary  "Bel  Air  -  Players  Group,  Inc.,  a  California
corporation, wishes to purchase assets of SELLER, relating to SELLER's business;

     WHEREAS,  on  or  about  June 23, 1999, SELLER entered into an agreement to
sell  its  business to R&M Golf Co., dba Triumph Golf Co., a Florida corporation
(hereinafter  referred  to  as  "Triumph");

     WHEREAS,  on  September  1,  1999,  Triumph filed for bankruptcy protection
under Chapter 11 of the United States Bankruptcy Court in the Middle District of
Florida,  Case  No.  99-07339-6J1 (hereinafter referred to as the "Bankruptcy");

WHEREAS,  certain  assets  of  SELLER  are  in the possession of Triumph and are
currently  subject to the Bankruptcy or are otherwise subject to creditor liens.

     THEREFORE,  THE  PARTIES  AGREE  AS  FOLLOWS:

     1.     SALE  OF  ASSETS.  Except  for  any  assets  (including  tangibles,
intangibles  and potential causes of action) which SELLER may own pursuant to an
agreement  entitled  "Agreement  of  Sale  of  Assets"  by  and among Laser Golf
Corporation  and  SELLER,  SELLER  agrees  to  sell and convey to PURCHASER, and
PURCHASER  agrees  to purchase upon execution of this Agreement, the properties,
rights  and  interests  enumerated  in  Paragraph  2.

     2.     ASSETS  TO  BE  SOLD.  The  assets  to  be  conveyed  to  PURCHASER
            ("Assets")  are:

          (1)  All  SELLER's  rights and  interest  in and to the design of golf
               clubs,  which shall include technology  know-how,  copyrights and
               all design documentation relating thereto;

          (2)  All tooling, molds, and dies;


                                     1 of 12
<PAGE>
          (3)  All  inventory  on  hand,   including  packaging   supplies,   as
               identified on Schedule 1;

          (4)  Two (2) trade booths located in Fountain Valley,  California, and
               Florida;

          (5)  All  office  equipment,  furniture,  computers  and  supplies  as
               identified on Schedule 2;

          (6)  All  books,  records  and  customer  and  supplier  lists used in
               SELLER's business;

          (7)  All SELLER's  rights and interest in and to patents,  trademarks,
               likeness of trademarks and trade names, including but not limited
               to, the names Bel Air Company,  Bel Air Golf Companies,  Players,
               Players Golf,  One Club at a Time,  Tour Specs,  Pro Image,  Hard
               Bodies,  Clubs for a Lifetime,  What's So Hard About  Golf,  Spin
               Touch,  Tournament  II, Pro Par,  Pro Specs,  Spinwell,  Buckler,
               Brandname  Manufacturing  Warehouse,  and any and all other brand
               names,  trade names, and trademarks,  together with their related
               logos or other  identifying  marks,  which  are used in the sale,
               promotion,  or  licensing  of products  and services by SELLER or
               which relate to the conduct of the business,  including  SELLER's
               rights to any and all registrations of these trademarks and logos
               throughout the world,  including  those listed on the Schedule of
               Trademarks and Trade Names  attached  hereto as Schedule 3 and as
               further  identified  on the  Assignment  of  Trademarks  attached
               hereto as Schedule 3(a).

          (8)  Any sales orders pending, rights under contracts, leases;

          (9)  All inventory  relating to golf bags,  golf clubs,  including "in
               process", "finished" and parts thereof;

          (10) All  machinery  and  equipment  relating to the  assembly  and/or
               shipping of the inventory; and

          (11) Retail sales racks.

     2.     CLOSING  DATES.     The  Closing  date  for  this Agreement shall be
April 11, 2000, or such later day as mutually agreed to in writing by SELLER and
PURCHASER  (hereinafter  the  "Closing").

     3.     PURCHASE  PRICE.  In  consideration  for  the  sale  of the property
described  in Paragraph 2, PURCHASER shall deliver to SELLER, after execution of
this  Agreement,  or  shall  have  previously delivered to SELLER the following:


                                     2 of 12
<PAGE>
     a.     250,000  shares  of  its  Common  Stock,  $.001  par  value (250,000
previously  issued  to SELLER and 25,000 shares previously issued to Dennis Iden
on  November  29,  1999) for the right to conduct operations on an interim basis
including  the  right  to  utilize  existing  inventory and the right to service
back-orders  utilizing  the  name  "Bel Air" and any of its other trade names or
trademarks,  including,  but  not  limited  to,  "Players".

     b.     150,000  shares  of  its  Common Stock, $.001 par value, at Closing.

     c.     Warrants  to  purchase  250,000 shares of Common Stock to SELLER and
Warrants  to purchase 5000 shares of Common Stock to Dennis Iden, exercisable at
One  Dollar  ($1.00)  per share, which shall expire six (6) months from Closing.

     d.     Warrants  to purchase 100,000 shares of Common Stock, exercisable at
$1.00  per  share,  for  a  period  of  one  (1)  year  from  Closing.

     e.     Warrants  to purchase 100,000 shares of Common Stock, exercisable at
One  Dollar  ($1.00)  per  share  for  a period of three (3) years from Closing,
vesting  only  upon  SELLER's  business  generating  net revenue of at least One
Million  Five  Hundred  Thousand  Dollars  ($1,500,000) during the calendar year
2000.

     f.     Warrants  to purchase 100,000 shares of Common Stock, exercisable at
Two  Dollars  ($2.00)  per  share  for a period of three (3) years from Closing,
vesting  only  upon  SELLER's  business  generating  net revenue of at least Two
Million  Dollars  ($2,000,000)  during  the  calendar  year  2001.

     g.     Warrants  to purchase 100,000 shares of Common Stock, exercisable at
Three  Dollars  ($3.00)  per share for a period of three (3) years from Closing,
vesting  only  upon  SELLER's  business  generating  net revenue of at least Two
Million  Five  Hundred  Thousand  Dollars  ($2,500,000) during the calendar year
2002.

     All  warrants issued hereunder shall not have cashless exercise provisions.
"SELLER's  business"  shall refer only to sales of the Players division products
made  by  PURCHASER's  subsidiary.

     h.     PURCHASER  shall  be obligated to pay or otherwise settle the sum of
no  more than Fifty Thousand Dollars ($50,000) when due to U.S. Precision, Inc.,
pursuant  to  a  Settlement  and  Release  Agreement dated June 30, 1999, by and
between  Bel  Air  and  U.S. Precision, Inc.  Any claims made by U.S. Precision,
Inc.  against Bel Air or PURCHASER in excess of Fifty Thousand Dollars ($50,000)
shall  be  subject  to  indemnity  by  SELLER  in  accordance  with Paragraph 6.


                                     3 of 12
<PAGE>
     4.     SELLER'S  REPRESENTATIONS  AND  WARRANTIES.

     a.     TITLE  TO  ASSETS.    SELLER  represents  that it has good and clear
title  to  all  Assets  being transferred hereunder and that there are no liens,
encumbrances,  security  interests, threatened litigation, pending litigation or
any  other  potential  title claims which would affect the Assets in any manner,
except  as  stated  in  Paragraph  "c"  below.

     b.  SHAREHOLDER  APPROVAL.  The execution and delivery of this Agreement by
SELLER  and the  conveyance  provided  in it have  been duly  authorized  by all
necessary  action  including,  but not  limited  to,  shareholder  and  Board of
Director approval of SELLER and is a valid and binding agreement on SELLER.

     c.     OWNERSHIP OF ASSETS.  Subject to any Assets which are subject to the
Bankruptcy, SELLER is the owner of the Assets and has full power to transfer the
Assets  free and clear of all liens, encumbrances, security interests, equities,
options,  claims,  charges,  and restrictions, except the potential lien arising
out of the Security Agreement by and between Bel Air and Laser Golf Corporation,
for  which  SELLER  agrees  to  indemnify and hold harmless PURCHASER therefrom.

     d.     ACTIONS  AND  PROCEEDINGS.  Except  for the Bankruptcy, there are no
actions,  suits,  or  proceedings  pending or, to SELLER's knowledge, threatened
against  SELLER  before any court, administrative agency, or other judicial body
affecting  or  relating  to  the  Assets.

     e.     TECHNOLOGY KNOW-HOW.  SELLER represents and warrants that it is, and
has  been,  the owner of the technological know-how which is the subject of this
Agreement;  that it is the developer of the technology, and that SELLER knows of
no  competing  patents  or  copyrights  of others which relate to the technology
know-how  covered  by  this  Agreement.  However,  SELLER has not undertaken any
infringement  search  and,  therefore,  makes  no  warranty  or  representation
concerning  the  existence  of  any such patents or copyrights.  As used herein,
"technology know-how" shall mean confidential software, documentation describing
hardware  and  software  used  by  SELLER,  for  the  practice of the design and
manufacture  of  golf  clubs,  golf  bags  and related products, the designs and
operating  or  manufacturing information on such drawings and related documents,
which  SELLER  represents  are  the confidential and proprietary information and
property  of SELLER and are subject to copyright protection as unpublished works
under  Title  17  United  States  Code;  and  all other information of SELLER in
tangible  form  which  is  useful  or  necessary  for the practice of design and
manufacture  of  SELLER's  products.


                                     4 of 12
<PAGE>
     f.     COMPLIANCE  WITH  LAWS.  Neither  the execution and delivery of this
Agreement,  nor  any  instrument  or  agreement  to  be  delivered  by SELLER to
PURCHASER  pursuant  to  this  Agreement,  nor the compliance with the terms and
provisions  thereof  by  SELLER,  will  result  in  the breach of any applicable
statute  or  regulation  promulgated  thereunder, or any administrative or court
order  or decree nor will such compliance conflict with, or result in the breach
of  any  agreement  or  other instrument to which SELLER is a party, or by which
SELLER  is  or  may  be  bound,  or  constitute  an  event of default or default
thereunder, or with the lapse of time or the giving of notice or both constitute
an  event  of  default  thereunder.

     g.     REPRESENTATION  AND WARRANTIES.  No representation by SELLER in this
Agreement  or  any  documents  provided  hereunder  contains or will contain any
untrue  statement  or omits or will omit to state any material fact necessary to
make  the  statements  contained herein not misleading.  All representations and
warranties made by SELLER in this Agreement and any documents provided hereunder
are  true  and  correct.

     h.     INVESTMENT  REPRESENTATIONS.  SELLER  and  SELLER's  shareholders
acknowledge  that  PURCHASER's Common Stock and all stock options as well as the
underlying  Common  Stock  (hereinafter  referred  to as the "Securities") to be
received  in  exchange  for the sale of SELLER's Assets have not been registered
under the Securities Act of 1933, as amended (the "1933 Act") or qualified under
the  California  Securities  Law of 1968, as amended (the "California Securities
Law")  on  the  grounds  that no distribution or public offering of the SELLER's
Securities  is  to be effected, and that in this connection PURCHASER is relying
in  part  on  the  representations  of  the  SELLER  set  forth  herein.

               i.   SELLER is receiving the  Securities  for its own account for
                    investment  purposes  and not as  nominee  or agent  for any
                    other persons.

               ii.  By reason of its business or financial  experience and/or by
                    reason of SELLER's pre-existing relationship with PURCHASER,
                    SELLER has the  capacity  to protect  its own  interests  in
                    connection with the transactions  contemplated hereunder and
                    is able to bear the risks of an investment in PURCHASER.

               iii. SELLER has acquired  sufficient  information about PURCHASER
                    to  reach an  informed  decision  to  acquire  the  SELLER's
                    Securities.

               iv.  SELLER  represents  that it is acquiring the  Securities for
                    its own account for investment  purposes and not with a view
                    to, or for sale in connection with, any distribution thereof
                    in a manner  contrary to Section 5 of the 1933 Act or of the
                    California  Securities Law and Rules and  Regulations of the
                    California Commission of Corporations thereunder.

     i.     RISKS.   SELLER  and  SELLER's shareholders represent and warrant to
PURCHASER  that  they  are  experienced in evaluating and investing in high risk
companies  such  as  PURCHASER  and,  by  reason of their business and financial
experience,  have  the capacity to protect their own interest in connection with
the transactions contemplated by this Agreement and have the ability to bear the
economic risk of its investments, including those represented by the Securities.


                                     5 of 12
<PAGE>
     j.     TRANSFER  OF  SECURITIES.  None  of the Securities to be acquired by
the  SELLER  pursuant  to  this  Agreement shall be transferable except upon the
conditions  specified in this Paragraph, which conditions are intended to insure
compliance  with  the  provisions  of the 1933 Act in respect to the transfer of
such  Securities.

               i.   LEGEND.   Unless  and  until  otherwise  permitted  by  this
                    Paragraph, each certificate or other document evidencing any
                    of the  PURCHASER's  Securities  shall  be  endorsed  with a
                    legend substantially in the following form:

                    "THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
                    SECURITIES  ACT OF 1933,  AS  AMENDED,  AND MAY NOT BE SOLD,
                    PLEDGED OR  OTHERWISE  TRANSFERRED  UNLESS (A) COVERED BY AN
                    EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
                    1933, AS AMENDED, (B) IN COMPLIANCE WITH RULE 144 UNDER SUCH
                    ACT, OR (C) THE COMPANY HAS BEEN  FURNISHED  WITH AN OPINION
                    OF  COUNSEL  REASONABLY  ACCEPTABLE  TO THE  COMPANY  TO THE
                    EFFECT THAT NO REGISTRATION IS REQUIRED BY SUCH TRANSFER."

               ii.  RESTRICTION  ON TRANSFER.  None of the  Securities  shall be
                    transferred, and PURCHASER shall not be required to register
                    any such  transfer  on the books of  PURCHASER,  unless  and
                    until one of the following events shall have occurred:

                    (a)  PURCHASER shall have received an opinion of counsel, in
                         form and substance  reasonably  acceptable to PURCHASER
                         and its counsel, stating that the contemplated transfer
                         is exempt from registration  under the 1933 Act as then
                         in  effect,  and  the  Rules  and  Regulations  of  the
                         Securities and Exchange  Commission (the  "Commission")
                         thereunder.   Within  ten  (10)   business  days  after
                         delivery  to  PURCHASER  and  its  counsel  of  such an
                         opinion, PURCHASER either shall deliver to the proposed
                         transferor  a statement to the effect that such opinion
                         is not  satisfactory  in the reasonable  opinion of its
                         counsel (and shall specify in detail the legal analysis
                         supporting  any such  conclusion)  or  shall  authorize
                         PURCHASER's   transfer  agent  to  make  the  requested
                         transfer;

                    (b)  PURCHASER  shall have been furnished with a letter from
                         the Commission in response to a written request in form
                         and  substance  acceptable  to  counsel  for  PURCHASER
                         setting  forth  all  of  the  facts  and  circumstances
                         surrounding the contemplated transfer, stating that the
                         Commission  will  take no  action  with  regard  to the
                         contemplated transfer;

                                     6 of 12
<PAGE>
                    (c)  The   Securities   are   transferred   pursuant   to  a
                         registration  statement  which has been  filed with the
                         Commission and has become effective; or

                    (d)  The  Securities  are  transferred  pursuant  to  and in
                         accordance  with Rule 144 promulgated by the Commission
                         under the 1933 Act.

     k.     AGREEMENT  TO LOCK UP.   SELLER and SELLER's shareholders agree that
all  Common  Stock  issued hereunder shall be subject to a restriction on resale
and they further agree not to sell any such Securities for a two (2) year period
from the date of Closing or the date of issuance of the Securities, whichever is
later.  After  such  two  (2)  year period, SELLER and SELLER's shareholders may
sell such Common Stock, in the aggregate, in an amount not to exceed one percent
(1%)  of  the  outstanding  Common  Stock  of  the Company in any given calendar
quarter.  Each Common Stock certificate shall bear an appropriate legend to this
effect  in  addition  to  any  other  restrictive  legends  contained  herein.

     l.     REGISTRATION  OF  SECURITIES.  So  long as SELLER or its transferees
shall  hold any of the Securities of PURCHASER, PURCHASER agrees that if, at any
time  after  six (6) months from execution of this Agreement and prior to a date
which  is  twelve  (12) months following the execution, the PURCHASER shall take
action  to  register  any of its Securities under the Securities Act of 1933, as
amended,  other  than  on  Form  S-8  or  Form  S-4,  it will give SELLER or its
transferees  written  notice  promptly  of  its intention in that regard, and if
registration, other than on Form S-8 or Form S-4, of any such Securities held by
SELLER  or  its  transferees is then possible under the then applicable laws and
regulations and practices of the Securities and Exchange Commission, and subject
to  the  approval of the investment banker or underwriter, if any, and if SELLER
or  its  transferees  shall  within  fifteen (15) days after receipt of any such
notice  request  PURCHASER  to  do  so, PURCHASER will, at its own expense, take
action  to  register  such  Securities  which  it  shall  have been requested to
register  at  the  same  time,  and  it  will  use  its  best  efforts that such
registration  of such Securities shall become effective.  Commissions and direct
costs  of  sale  by  SELLER,  if  any,  shall  be  paid  by SELLER on any of the
Securities  it  sells  through  the  registration.

     m.     SALES  TAX.     SELLER shall be responsible for payment of all sales
tax,  if any, associated with the execution of this Agreement and the receipt of
consideration  therefrom.

     5.     PURCHASER'S  REPRESENTATIONS  AND  WARRANTIES.  PURCHASER represents
and  warrants  that:


                                     7 of 12
<PAGE>
     a.  CORPORATE  ORGANIZATION.  PURCHASER is a  corporation  duly  organized,
validly  existing and in good standing under the laws of the State of Nevada and
is duly qualified to do business in the State of California.  If PURCHASER forms
a corporation to take title to certain of the Assets,  such  corporation will be
duly  organized,  validly  existing and in good  standing  under the laws of the
State of California  and the  corporation  will have full power and authority to
enter into this Agreement and perform the transactions  contemplated herein. The
corporation will be duly qualified to do business in the State of California.

     b.  BINDING  NATURE.  This  Agreement  shall  be,  when  duly  executed and
delivered,  a  legal  and  binding  obligation  of  PURCHASER,  enforceable  in
accordance  with  its  terms.

     c.  REPRESENTATIONS  AND  WARRANTIES.  No  representation  or  warranty  by
PURCHASER  in  this  Agreement  contains or will contain any untrue statement or
omits  or  will  omit  to state a material fact necessary to make the statements
contained  herein  not  misleading.  All  representations and warranties made by
PURCHASER  in  this  Agreement shall be true and correct as of execution of this
Agreement  with  the same force and effect as if they had been made on and as of
such  date.

     d.  COMPLIANCE  WITH  LAWS.  Neither  the  execution  and  delivery of this
Agreement,  nor  any  instrument  or  agreement  to  be  delivered  by SELLER to
PURCHASER  pursuant  to  this  Agreement,  nor the compliance with the terms and
provisions  thereof  by  SELLER,  will  result  in  the breach of any applicable
statute  or  regulation  promulgated  thereunder, or any administrative or court
order  or decree nor will such compliance conflict with, or result in the breach
of  any  agreement  or  other instrument to which SELLER is a party, or by which
SELLER  is  or  may  be  bound,  or  constitute  an  event of default or default
thereunder, or with the lapse of time or the giving of notice or both constitute
an  event  of  default  thereunder.

     e.   VALID  ISSUANCE.   The Common Stock to be delivered to SELLER will be,
when  issued,  duly  authorized,  validly issued, fully paid and non-assessable.

     6.     LIABILITIES.

     a. NO ASSUMPTION OF LIABILITIES.

          i.   SELLER  acknowledges that PURCHASER is acquiring  SELLER's Assets
               hereunder without any assumption of SELLER's  liabilities  except
               to the extent herein expressly provided;

          ii.  SELLER  agrees to hold  PURCHASER  harmless  against  any and all
               claims,  demands and expense of any nature relating to any unpaid
               liability of SELLER,  except that debt expressly assumed pursuant
               to Paragraph 3h above  existing or arising on or before  November
               24,  1999,  and  for  any  product,   service,  and  professional
               liability  against  PURCHASER  arising prior to execution of this
               Agreement; and

          iii. There are no undisclosed liabilities relating to the Assets other
               than as stated in this Agreement or Schedules annexed hereto.


                                     8 of 12
<PAGE>
     7.     ITEMS  TO  BE  DELIVERED  BY  SELLER.  SELLER  hereby  delivers  to
PURCHASER:

     a.     TRANSFER  DOCUMENTS.  Assignments,  bills  of  sale,  and such other
instruments  in  form  and  substance  satisfactory to PURCHASER and to the U.S.
Department  of  Commerce/Patent  and  Trademark Office, as are required to grant
PURCHASER  title  to,  or  SELLER's  interest in, the Assets as provided in this
Agreement.

     b.     RECORDS, CUSTOMER LISTS AND ACCOUNTING RECORDS.  All books, records,
and  customer  and  supplier  lists used in SELLER's business; and access to all
accounting  records  as  reflected  on  Schedule  4.

     c.     INDEMNIFICATION.  SELLER  agrees  to  indemnify  and  hold PURCHASER
harmless  from and against any loss, cost, claim, liability, or expense suffered
or incurred by PURCHASER from and after execution of this Agreement arising from
or  connected with SELLER's ownership of the Assets or operation of its business
prior  to  November  24,  1999.

     8.     ITEMS  TO BE DELIVERED BY PURCHASER.  PURCHASER herewith delivers to
SELLER:
     a.     COMMON  STOCK.  PURCHASER  has delivered to SELLER 250,000 shares of
Common  Stock  on  or  about  November  29,  1999.

     b.     FINDER STOCK.   In consideration for his efforts in negotiating this
transaction, PURCHASER shall issue to Dennis Iden as a finder an amount equal to
ten  percent  (10%)  of  all  Securities  issued  pursuant  to  Paragraph  2.

     c.     BROKERAGE.  Each  party  hereto represents and warrants to the other
than no broker is entitled to any commission, or similar fee, in connection with
the  making  and  carrying  out  of  this  Agreement.

     d.     INDEMNIFICATION.  PURCHASER  agrees  to  indemnify  and  hold SELLER
harmless  from and against any loss, cost, claim, liability, or expense suffered
or  incurred  by  SELLER  arising from the acquisition of the assets and sale of
golf  products  arising  therefrom  after  November  24,  1999.

     9.     EFFECTIVENESS.  This Agreement supersedes any and all agreements, if
any,  both  written  and verbal, previously made between the parties relating to
the  subject  matter hereof, and there are no understandings or agreements other
than  those  included  herein.

     10.     NOTICES  AND  COMMUNICATIONS.  All  notices, requests, demands, and
other  communications  under this Agreement shall be in writing and delivered in
person  or  sent  by  certified mail, postage prepaid or by telefax and properly
addressed  as  follows:


                                     9 of 12
<PAGE>
         To  the  SELLER:
         ---------------

         Dennis  Iden
         Bel  Air  Golf  Company
         2463  Irvine  Ave.,  #E-2
         Costa  Mesa,  CA  92627
         Telephone  (949)642-7112
         Telefax  (949)642-9024

         To  the  PURCHASER:
         ------------------

         Donald  A.  Anderson,  President
         GolfGear  International,  Inc.
         12771  Pala  Drive
         Garden  Grove,  CA  92841
         Telephone  (714)899-4274
         Telefax  (714)899-4284

     Any  party  may  from  time  to  time change its address for the purpose of
notices  to that party by a similar notice specifying a new address, but no such
change  shall  be deemed to have been given until it is actually received by the
respective  party  hereto.

     11.     NON-WAIVER.  No  delay  or  failure  on the part of either party in
exercising  any right hereunder, and no partial or single exercise thereof, will
constitute  a  waiver  of  such  right  or  of  any  other  right  hereunder.

     12.     HEADINGS.  Headings  in this Agreement are for convenience only and
are  not  to  be  used  for  interpreting  or  construing  any provision hereof.

     13.     PURCHASER'S DESIGNEES.  PURCHASER intends to cause a corporation to
be  organized  prior to the execution of this Agreement to take title to certain
of  SELLER's  Assets.  PURCHASER  shall  have  the  right  to  designate  such
corporation  as  the party to which any of SELLER's Assets shall be conveyed and
transferred  by  SELLER  at  the  execution  of  this  Agreement,  but  no  such
designation  shall  relieve  PURCHASER  of  any  liabilities  and  obligations
hereunder.

     14.     GOVERNING  LAW.  This  Agreement  shall  be construed in accordance
with and governed by the laws of the State of California against both parties to
this  Agreement.

     15.     INDEPENDENT  LEGAL COUNSEL.  Each party has had his or its attorney
review  this  Agreement  and/or give advice with respect to, among other things,
the  legal,  securities and tax consequences of executing this Agreement and the
subsequent transactions contemplated hereunder.  Attorney for PURCHASER (Gary C.
Wykidal)  does  not represent SELLER or SELLER's shareholders  and has not given
them  legal,  securities, tax or any other advice with respect to this Agreement
or  the  transactions  contemplated  hereunder.


                                    10 of 12
<PAGE>
     16.     ARBITRATION.  Any  dispute  arising  out  of  or  concerning  this
Agreement  shall  be handled in accordance with the Rules and Regulations of the
American  Arbitration  Association.  Said  arbitration  shall  be held in Orange
County, California and shall be binding.  The prevailing party shall be entitled
to,  among  other  relief,  attorney  fees  and  costs.

     17.     COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or more
counterparts,  each  of  which  may  be  deemed  an  original,  but all of which
together,  shall  constitute  one  and  the  same  instrument.

     18.     BINDING  NATURE.  The provisions of this Agreement shall be binding
upon and inure to the benefit of each of the parties hereto and their respective
successors  and  assigns.

     19.     SURVIVAL  OF  REPRESENTATIONS  AND WARRANTIES.  Except as otherwise
expressly  limited  in  this  Agreement  or  the  Schedules  annexed,  the
representations  and warranties of PURCHASER and SELLER extended hereunder shall
survive  for  a  period  of  twelve  (12)  months  after  the  execution of this
Agreement.  Each  party  against whom liability is asserted under the provisions
of  this  Agreement  shall  be given the opportunity to participate, directly or
through  its  authorized representative, at its cost and expense, in the conduct
of  any  negotiations  relating to the settlements of any liability or any other
proceeding  instituted by any third party against either SELLER or PURCHASER, as
the  case  may  be,  giving  rise  to  the  alleged  breach.

     20.     EXPENSES.  Except  as  otherwise  expressly  provided  herein, each
party  shall  pay  all  of  its  own  expenses incidental to the negotiation and
preparation  of  the  documentation  and  financial  statements relating to this
Agreement  and  for  entering  into and carrying out the terms and conditions of
this  Agreement  and  consummating the transactions, irrespective of whether the
transactions  contemplated  shall  be  consummated.

     21.     AMENDMENT;  SUCCESSORS  AND  ASSIGNS.  This  Agreement shall not be
altered or otherwise amended except pursuant to any instrument in writing signed
by  all  of  the  affected  parties hereto.  Neither party may assign any of its
rights,  obligations, or liabilities arising hereunder without the prior written
consent  of  the other, except as otherwise provided herein, any such assignment
or  attempted  assignment  shall  be  null  and  void.

     22.     THIRD  PARTY  BENEFICIARIES.  Except  for  their  proper  heirs,
successors,  and  assigns,  the  parties hereto intend that no third party shall
have  any  rights  or  claims  by  reason  of  this  Agreement.

     23.     NO  FURTHER LIABILITY.  Except for any obligation expressly assumed
herein,  PURCHASER  shall  have  no  further  liability  to  SELLER, to SELLER's
shareholders  or  to  Dennis  Iden.  Further, this Agreement shall supercede all
prior  agreements  between  the  parties,  whether  written  or  oral.


                                    11 of 12
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  caused this Agreement to be duly
executed  as  of  the  date  first  above-written.


                                             PURCHASER:
                                             GolfGear International, Inc.



                                             -------------------------------
                                             By:  Donald  A.  Anderson
                                             Its:  President

                                             SELLER:
                                             Bel Air Golf Company / Players Golf



                                             ------------------------------
                                             By:  Howard  Fletcher
                                             Its:  Secretary


                       MAJORITY  SHAREHOLDER  APPROVAL
                       -------------------------------

      The  aforesaid  Amended  and  Restated  Agreement for Sale and Purchase of
Assets  between  Bel Air Golf Company and GolfGear International, Inc. is hereby
approved  by  written  consent of the undersigned Shareholders, which constitute
approximately  ninety  percent  (90%)  of  the  outstanding voting shares of the
SELLER:


Name:          Terry C. Hackett         Name:       Howard Fletcher
Address:       Upper Newport Plaza Dr.  Address:    1635 Clark Ave., #107
               Newport Beach, CA 92660              Long Beach, CA 90815
Signature:                              Signature:
          ----------------------------             -----------------------

Name:          Warren Schulten          Name:       Al Blowers
Address:       500 Ocean Ave         .  Address:    1100 N. Tustin #102
               Seal Beach, CA 90740. .              Anaheim,  CA 92807
Signature:                              Signature:
          ----------------------------             -----------------------


Name:          John W. Hancock          Name:       Dennis Iden
Address:       258 Roycroft Ave.        Address:    2463 Irvine Ave. #E2
               Long Beach, CA 90803. .              Costa Mesa, CA 92627
Signature:                              Signature:
          ----------------------------             -----------------------



                                    12of 12
<PAGE>
                                   SCHEDULE 1


                                INVENTORY ON HAND
                                -----------------


<PAGE>
                                   SCHEDULE 2


                                OFFICE EQUIPMENT
                                ----------------


1.     Desks  (with  returns)  (3)
2.     Tables  (2)
3.     2-Drawer  File  Cabinets  (4)
4.     4-Drawer  File  Cabinet  (1)
5.     Desk  Chairs  (3)
6.     Supply  Cabinet  (1)
7.     Server  with  Hub  (1)
8.     Blue  Dividers  (5)
9.     Epson  Color  Printer  (1)
10.    HP  Color  Printer  (1)
11.    Microwave  (1)
12.    Coffee  Maker  (1)
13.    Refrigerator  (1)
14.    Canon  Copy  Machine  (1)
15.    Canon  Fax  Machine  (1)
16.    GE  3-Line  Telephones  (3)
17.    Postage  Meter  (1)
18.    Desk  Top  Computers  w/Monitors  (5)
19.    Desk  Top  Computers  w/Monitors  (2)  (not  working)
20.    Lap  Top  Computer  (1)
21.    Astra  Scanner  (1)
22.    Logo  Glove  File  Cabinet  (1)
23.    Lexmark  Laser  Printer  (1)


<PAGE>
                                   SCHEDULE 3

                           TRADEMARKS AND TRADE NAMES
                           --------------------------

                 REGISTERED MARKS
                 ----------------

MARK                                REG. NO.
-----                              ---------
CLUBS FOR A LIFETIME                2,232,317
ONE CLUB AT A TIME                  2,234,290
AIRSOFT                             2,182,208
TOUR SPECS                          1,945,933
PRO SPECS                           1,945,922
SPINWELL                            1,930,093
BUCKLER                             1,904,538
AIR SOFT I                          1,639,829
AIR PRO                             1,639,828
BEL AIR                             1,549,244
PLAYERS GOLF                        1,533,359
PLAYERS                             1,465,617

               PENDING APPLICATIONS
               --------------------

MARK                               SERIAL NO.
-----                              ---------

HARDBODIES                         75/360,848
WHAT'S SO HARD ABOUT GOLF?         75/360,847

            UNREGISTERED TRADEMARKS
            -----------------------

MARK
----

BEL AIR GOLF COMPANY
BEL AIR GOLF COMPANIES
SPIN TOUCH
TOURNAMENT II
BRANDNAME MANUFACTURING WAREHOUSE


<PAGE>
                                  SCHEDULE 3(A)

                              TRADEMARK ASSIGNMENT
                              --------------------


     WHEREAS,  BEL  AIR  GOLF  COMPANY,  a  California  corporation, of 235 East
Gardena  Blvd.,  Gardena,  California  90248,  is  the owner of the below listed
registered  trademarks,  and  has  adopted, is using and is the Applicant of the
below  listed pending applications for which he has applied for registrations in
the  United  States  Patent  and  Trademark  Office:

MARK                         REG. NO.
-----                       ---------
CLUBS FOR A LIFETIME         2,232,317
ONE CLUB AT A TIME           2,234,290
AIRSOFT                      2,182,208
TOUR SPECS                   1,945,933
PRO SPECS                    1,945,922
SPINWELL                     1,930,093
BUCKLER                      1,904,538
AIR SOFT I                   1,639,829
AIR PRO                      1,639,828
BEL AIR                      1,549,244
PLAYERS GOLF                 1,533,359
PLAYERS                      1,465,617

        PENDING APPLICATIONS
        --------------------


MARK                        SERIAL NO.
-----                       ---------

HARDBODIES                  75/360,848
WHAT'S SO HARD ABOUT GOLF?  75/360,847


and

     WHEREAS, BEL AIR - PLAYERS GROUP, INC., a Nevada corporation, whose address
is  12771  Pala  Drive, Garden Grove, California 92841, is desirous of acquiring
said  marks  and the registrations thereof and/or the portion of the business to
which  the  marks  pertain;


<PAGE>
                               SCHEDULE 3(A) CONT.


     NOW,  THEREFORE,  for  good and valuable consideration, receipt of which is
hereby acknowledged, said corporation, BEL AIR GOLF COMPANY, does hereby assign,
transfer  and  convey  unto  the  said BEL AIR - PLAYERS GROUP, INC., all right,
title and interest in and to the said trademarks, together with the good will of
the  business symbolized by the trademarks and/or the portion of the business to
which  the  marks  pertain,  and  the  registrations  thereof.


Dated:                                         BEL  AIR  GOLF  COMPANY
      ---------------


                                               -----------------------------
                                               By:  Howard  C.  Fletcher
                                                    Its:  Secretary


<PAGE>
                                   SCHEDULE 4


                         ACCOUNTANT'S INSTRUCTION LETTER


                              BELAIR GOLF COMPANIES
                              ---------------------
              PLAYERS GOLF(R)          BEL AIR(R)           LASER GOLF(R)

SENT  VIA  TELEFAX  (714)632-9976
---------------------------------
AND  U.S.  MAIL
---------------

Fred  Holder
HOLDER  &  ZIMMERMAN
1100  North  Tustin  Ave.
Suite  102
Anaheim,  CA  92807


Dear  Mr.  Holder:

     Please  be advised that Bel Air Golf Company has entered into an agreement,
dated  April  11,  2000,  entitled  Amended  and Restated Agreement for Sale and
Purchase of Assets between Bel Air Golf Company and GolfGear International, Inc.
(the  "Agreement"),  to  sell  certain  assets  to  GolfGear International, Inc.
("GolfGear"),  by  and  through its subsidiary, Bel Air - Players Group, Inc., a
Nevada  corporation.  In  accordance  with  the  terms  and  conditions  of  the
Agreement,  you  are  hereby  authorized and instructed to provide access to all
information  and  accounting  records  in  your  files  relating to Bel Air Golf
Company  that  may be requested by GolfGear or its accountants or legal counsel.

     Thank you for your assistance in this regard.


                                                   Very  truly  yours,



                                                   Howard C. Fletcher, Secretary


<PAGE>