ASSUMPTION AGREEMENT AND MUTUAL RELEASE
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     THIS  ASSUMPTION AGREEMENT AND MUTUAL RELEASE ("Agreement") is entered into
by  and between GOLFGEAR INTERNATIONAL, INC. (the "Company") on the one hand and
U.S. PRECISION, INC. ("USPI"), NORIKO MAEMOTO and the ESTATE OF KUNIHIKO MAEMOTO
(collectively  referred  to as "MAEMOTO") on the other hand, on this 24th day of
April,  2000,  based  on  the  following  recitals,  covenants,  conditions  and
premises.

     WHEREAS,on  or about October 1, 1999, the Company entered into an agreement
entitled  "Agreement for Sale and Purchase of Assets" with Bel Air Golf Company,
which was subsequently amended and re-titled "Amended and Restated Agreement for
Sale  and  Purchase  of  Assets  between  Bel  Air  Golf  Company  and  GolfGear
International,  Inc." dated April 11, 2000 (hereinafter collectively referred to
as  the  "Asset  Purchase  Agreement");

     WHEREAS,  in  conjunction  with  the  Asset Purchase Agreement, the Company
agreed  to  assume no more than Fifty Thousand Dollars ($50,000) of liability in
favor  of  USPI  and  Maemoto  relating  to  and arising out of a settlement and
release  agreement by and between USPI, Maemoto and Bel Air Golf Companies dated
July  6,  1999;

     WHEREAS,  the  Company  wishes  to  fulfill  its obligation under the Asset
Purchase  Agreement  to  Bel  Air  Golf  Company;

     NOW  THEREFORE,  in  consideration of the mutual promises contained herein,
and  for  other  good  and  valuable  consideration,  receipt of which is hereby
acknowledged,  the  Parties  agree  as  follows:

     1.     Incorporation  of  Recitals.     The  above-stated  recitals  and
            ----------------------------
documents  referred  to  are  hereby  expressly  made  a part of this Agreement.

     2.     Payment  by  the  Company.     The Company agrees to pay to USPI and
            -------------------------
Maemoto,  jointly  and  severally,  the  following  amounts:


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     a.     Fifty  Thousand  Dollars  ($50,000) represented by a promissory note
bearing  interest  at  eight  percent  (8%)  per  annum,  with  interest payable
quarterly,  all  due  and payable March 31, 2003, in the form attached hereto as
Exhibit  "A".  The first interest payment of One Thousand Dollars ($1,000) shall
be  due  upon  execution  of  this  Agreement;

     b.     Common stock warrants to acquire up to twenty five thousand (25,000)
shares  of  common  stock  of the Company exercisable at the price of One Dollar
Fifty  Cents  ($1.50)  per  share.  This  warrant  shall  expire March 31, 2003.

     3.     Release.     Upon payment of the consideration pursuant to Paragraph
            --------
2,  including  the monies described in subparagraph 2.a above, USPI and Maemoto,
for themselves and each of their respective agents or partners, joint venturers,
subsidiaries,  servants,  and  employees  and  attorneys,  past  and  present,
successors,  heirs,  executors,  administrators, assigns, transferees, co-owners
and  predecessors  in  interest, and each of them do hereby acknowledge full and
complete  satisfaction of, and hereby relieve and discharge the Company and each
of the Company's respective subsidiaries, agents, officers, directors, partners,
joint  venturers,  distributors,  servants,  licensees, employees and attorneys,
past  and  present,  successors,  heirs,  executors,  administrators,  assigns,
transferees,  co-owners  and  predecessors in interest and each of them from any
and  all  claims,  demands,  damages,  costs,  attorneys'  fees,  liabilities,
obligations, expenditures, predecessors, rights to arbitration, liens and causes
of  action  of  whatever  kind or nature, whether known or unknown, suspected or
unsuspected, which  they now own or hold against the company, arising out of, or
in  connection  with,  the  subject  of  this  Agreement.

     4.     Waiver  of  Section  1542.     This  is  a  full  and  final release
            --------------------------
applying  to  all  unknown  and  unanticipated  injuries,  expenses, or damages,
arising  out  of  the  agreements, dealings or relationships between the various
parties,  as  well  as  to  those known or disclosed, the undersigned waives all
rights  and  benefits  which  the  undersigned now has or in the future may have
under  the  terms of Section 1542 of the Civil Code of California, which Section
reads  as  follows:


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            "A  general  release  does  not  extend to the claims which the
            creditor does not know  or  suspect  to  exist  in his favor at
            the time of executing the release, which if known by  him  must
            have materially affected his settlement with the debtor."

     5.     Good  Faith  Settlement.    The undersigned understand and represent
            ------------------------
that  this  settlement  was entered into in good faith and not the result of any
coercion  (economic  or  otherwise)  and  furthermore  there  was  not  threat,
intimidation or other coercion by any party which suggested that the undersigned
would  receive  more  if  the case went to trial, but this would take longer and
therefore  the  undersigned  should  accept  a  lessor  sum  now.

     6.     No  Misrepresentation.     The  undersigned  understands  and
            ----------------------
represents  that,  no party to this action, misrepresented any fact to the other
party, its attorneys or insurance carrier, nor was any person or party compelled
by  any  other  person  and/or  party.

      7.     No  Adverse  Claims.     There are no liens, or claim of  liens, or
             --------------------
assignments in law or equity, or otherwise, of, or against the claim or cause of
action  of the undersigned herein; further, the undersigned is fully entitled to
give  this  complete  release  and  discharge.

     8.     Indemnity.     The undersigned will indemnify and save  harmless the
            ----------
Parties herein released from any loss, claim, expense, demand or cause of action
of  any  kind or character through the assertion by any party or stranger hereto
of  a claim or claims connected with the subject matter of this Release and from
any  loss incurred directly or indirectly by reason of the falsity or inaccuracy
of  any  representation  herein  by  the  undersigned.

     9.     Entire  Agreement.     This Agreement contains the entire  agreement
            ------------------
between the Parties hereto.  The terms of this Release are contractual and not a
mere  recital.  The undersigned have carefully read and understands the contents
of  this  Release, and signs the same as his/her own free act.  Each party shall
bear  their  own  costs  and  attorneys'  fees.


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     10.     Arbitration.     In  the  event  any dispute arises with regards to
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the  interpretation  or enforcement of this Release, the Parties agree to handle
said  dispute  in  accordance  with  the  rules  and regulations of the American
Arbitration  Association.  Said  arbitration  is to be binding upon the Parties.
The  prevailing  party  to  such  arbitration  shall  be  entitled  to costs and
reasonable  attorneys'  fees.

     11.     Representation  by  Counsel.  Each Party to this Agreement has been
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represented  by their own counsel in the drafting, negotiation and review of all
matters  that  are  the  subject  of  this  Agreement.

     12.     Additional  Documents.     To the extent that it  is  necessary  or
             ----------------------
appropriate  to  prepare  and  execute  any  additional  documents  in  order to
effectuate  this  Agreement,  the  Parties  agree  to  do so in a timely manner.

     13.     Authority.     Any  Party  signing  this  Agreement on behalf of an
             ----------
entity or other than themselves,  hereby represents and warrants that such Party
has authority  to  sign  on  behalf  of  the  indicated  entity.

    IN  WITNESS  WHEREOF,  the  Parties  hereto  have  executed  this  Agreement
effective the  day and year first above written.  The undersigned hereby warrant
that they are legally authorized and entitled to settle  and  to  release  every
claim herein released  and to give a valid, full and final acquittance therefor.

DATED:  April  24,  2000                    GOLFGEAR  INTERNATIONAL,  INC.

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

DATED:  April  24,  2000                    U.S.  PRECISION,  INC.

                                            By:
                                               ------------------------------
                                                  ---------------------------
                                                        Its:
                                                            -----------------


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DATED:  April  24,  2000                    THE  ESTATE  OF  KUNIHIKO  MAEMOTO

                                            By:
                                               ------------------------------
                                                  ---------------------------
                                                        Its:
                                                            -----------------


DATED:  April  24,  2000                    By:
                                               ------------------------------
                                                Noriko Maemoto, an Individual


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