EMPLOYMENT AGREEMENT

     This  Employment Agreement ("Agreement") is made and entered as of July 29,
2002,  by  and  between  GolfGear  International,  Inc.,  a  Nevada  corporation
("Employer")  and  Donald  A.  Anderson ("Employee").  Employer and Employee are
sometimes  herein  referred  to  as  "party"  or  collectively  as  "parties".

                                    RECITALS

     This  Agreement  is  made  with  reference  to  the  following  facts:

     A.     Employer  desires  to obtain the services of Employee as Founder and
Chief  Executive  Officer  on  the  terms  and conditions hereinafter set forth.
Employer  also  desires  that  Employee  remain  on  the  Board  of Directors of
Employer.

     B.     Employee  is willing to serve as Founder and Chief Executive Officer
on  the terms and conditions hereinafter set forth and serve on Employer's Board
of  Directors  as  elected  by  the  Employer's  shareholders.

     NOW,  THEREFORE,  the  parties  hereby  agree  as  follows:

                              OPERATIVE PROVISIONS

          1.     TERM.  This  Agreement  shall commence as of July 29, 2002 (the
"Effective  Date")  and  shall  continue  for  a  period  of  five  (5)  years.
Thereafter,  this  Agreement  may  be  terminated by either party for any reason
whatsoever  upon  thirty  (30)  days  prior  written  notice.

          2.     SERVICES.   Employee shall serve in the capacity of Founder and
Chief Executive Officer of Employer. Employee shall do and perform all services,
acts  and  things  necessary  or  advisable to fulfill the duties of Founder and
Chief  Executive  Officer  as determined by Employer from time-to-time including
assisting Employer with the design, production and procurement of golf clubs and
parts.  Employee  shall  also  assist with marketing and PGA Tour relations  and
International  Sales  and Distribution as directed by the President of Employer.
Employer shall nominate Employee to serve on the Board at each annual meeting of
the  Company's  stockholders  during  the  term  of  this  Agreement.

          3.      OBLIGATIONS.  Employee  shall  report to and be subject to the
direction  of  the  President  of  Employer.  Employee  covenants to perform his
employment  duties  in  good faith, devoting substantially all of his productive
time,  energies,  and abilities to the fulfillment of the duties provided to him
in  writing and for the benefit of the Employer.  Employee shall devote his full
time,  attention  and energies to the business of Employer allowing time off for
illness  and  vacation.  Notwithstanding  the  foregoing, Employee may engage in
other  personal  business  so  long as the


                                        1
<PAGE>
performance  of  such  activities do not interfere with the efficient and timely
performance  of  Employee's  duties  hereunder.

          4.     OTHER  BUSINESS.  While  this  Agreement is in effect, Employee
shall  not  engage  in  any  other business or pursuits, whether as an employee,
contractor,  or  otherwise,  which  are competitive with or similar in nature to
Employer's  business  or that would materially interfere with the performance of
his  duties  to  the  Employer.  Furthermore,  Employee  shall  not, directly or
indirectly,  render any service of a commercial or professional nature for which
he  is compensated to any other person or organization without the prior written
consent of the President of Employer. The foregoing obligation does not prohibit
Employee  from  making  personal  investments  or  conducting  private  business
affairs,  including serving as an advisor or member of the board of directors of
other  companies or entities, including non-profit entities, if those activities
do  not  materially  interfere  with the services required of Employee under the
terms  of  this  Agreement.

          5.     COMPETITIVE  ACTIVITIES.  While  this  Agreement  is in effect,
Employee  shall  not,  directly  or indirectly, either as an employee, employer,
consultant,  agent, principal, partner, stockholder, corporate officer, director
or  in  any  other  capacity,  engage  or  participate  in  any business that is
competitive  with  or  similar  in  nature  to  Employer's  business.

          6.     TRADE  SECRETS.  Employer  and  Employee  acknowledge and agree
that  while  this  Agreement  is in effect and in the course of the discharge of
Employee's  duties,  Employee  will  have  access  to and become acquainted with
confidential  information  concerning  the  operations  of  Employer,  which
information  shall  be  identified  in writing and marked "confidential" and may
include  without limitation, technology, business methods, financial, personnel,
sales,  customer, planning and other information owned by Employer and regularly
used in its business that is considered confidential and proprietary to Employer
and  a trade secret of Employer ("Trade Secrets").  The parties agree that Trade
Secrets shall not include any information that is (i) independently developed by
Employee  without  reliance on Employer's Trade Secrets, (ii) publicly disclosed
by  Employer  to  others  without  restriction,  or (iii) rightfully received by
another  party  under  no obligation of restrictive disclosure.  Employee agrees
that  he  shall not disclose Trade Secrets, directly or indirectly, to any other
person  or  use  them  in  any  way, either during period of his employment with
Employer  or  at any time thereafter, except as is required in the course of his
employment  with  Employer.

          7.     SOLICITATION;  PROPRIETARY  INFORMATION.

               7.1.     Proprietary  Information and Inventions:  As a condition
                        ----------------------------------------
of  employment,  employee  agrees  to  execute  and  comply  with  the  terms of
Employer's  Employee  Proprietary  Information and Inventions Agreement attached
hereto  as  Exhibit  "A"  and  by  this  reference  made  a  part  hereof.

               7.2     Reasonableness of Restrictions.  Employee agrees that (i)
                       ------------------------------
the  covenants contained in the Proprietary Information and Inventions Agreement
are necessary for the protection of Employer's business goodwill, (ii) the stock
options  granted, and a portion of the


                                        2
<PAGE>
compensation  paid, to Employee under this Agreement is paid in consideration of
the covenants herein contained, the sufficiency of which consideration is hereby
acknowledged,  and  (iii)  if  the  scope  of  any  restriction contained in the
Proprietary  Information  and  Inventions  Agreement  is  too  broad  to  permit
enforcement  of such restriction to its full extent, then such restriction shall
be  enforced  to the maximum permitted by law, and the parties consent that such
scope  may  be  judicially  modified  accordingly  in  any proceeding brought to
enforce  such  restriction.

               7.3     Copy  of  Covenants.  Until  the  expiration  of  the
                       -------------------
applicable  restrictions,  Employee  shall  provide,  and Employer similarly may
provide,  a  copy  of the covenants contained in the Proprietary Information and
Inventions  Agreement  to  any  business  or  enterprise  which Employee may (i)
directly  or  indirectly  own,  manage,  operate,  finance,  join,  control  or
participate  in  the ownership, management, operation, financing, or control of,
(ii)  serve  as  an  officer,  director,  employee,  partner,  principal, agent,
representative,  consultant  leader or otherwise, or (iii) with which he may use
or  permit  his  name  to  be  used.

          8.     COMPENSATION.

               8.1.     Subject  to  adjustment  as hereinafter described during
the  period  this  Agreement  is  in  effect, Employee shall be paid One Hundred
Thousand  Dollars  ($100,000.00)  per  year payable in semi-monthly installments
less  required  deductions  and  normal  withholding taxes, and other authorized
deductions.

               8.2.     In  the event Employer sustains a net profit for two (2)
consecutive  fiscal  quarters  calculated  in accordance with Generally Accepted
Accounting  Principles  ("GAAP"),  Employee's compensation shall be increased to
Two  Hundred  Thousand Dollars ($200,000.00) per year effective the first day of
the  next  succeeding  fiscal  quarter;  such  net profit to be certified by the
Employer's  Chief Financial Officer.  In the event Employer does not sustain the
net  profit  for any two (2) successive fiscal quarters, Employee's compensation
shall  be  decreased to the amount set forth in Section 8.1 hereto effective the
first  day  after  the  second successive fiscal quarter.  In the event Employer
thereafter  sustains  a  net  profit for any two (2) successive fiscal quarters,
Employee's  compensation  shall  be  increased  to  Two Hundred Thousand Dollars
($200,000.00)  effective  the  first  day  after  the  second  successive fiscal
quarter.  Throughout  the  term  of  this  Agreement, Employee's salary shall be
subject  to  increase and/decrease in accordance with this Section 8.2 depending
on  Employer's  net  profitability  as calculated in accordance with GAAP and so
certified  by  Employer's  Chief Financial Officer.  The parties understand that
there  shall  be  no  retroactive  adjustment  to  the  Employee's  compensation
hereunder.

               8.3     Bonuses.  Employer  may,  but  shall not be obligated to,
                       -------
pay  Employee  bonuses  during  the  term of this Agreement as determined by the
Board  of  Directors,  in  its  sole  discretion.

               8.4     Car  Allowance.  While  this  Agreement  is  in  effect,
                       --------------
Employee  shall  be  entitled  to a car allowance of Seven Hundred Fifty Dollars
($750.00)  per  month which shall include gasoline costs, insurance premiums and
all  expenses for maintenance and repair; provided, however,


                                        3
<PAGE>
that  Employee  shall  no  longer be entitled to this car allowance in the event
that  Employee's  salary  is increased pursuant to Section 8.2 hereto and for so
long  as  Employee's  salary  shall  be  so  increased.

               8.5     Additional  Benefits.
                       --------------------

                    8.5.1     Reimbursement  Expenses.  Employee  shall  be
                              -----------------------
entitled  to  reimbursement  for  reasonable  and necessary expenses incurred by
Employee  in  the  performance  of  his  duties  and medical insurance premiums,
provided,  however, all such expenses and premiums shall be substantiated and in
accordance with reasonable standards established from time to time by Employer's
Board  of  Directors.

                    8.5.2     Benefits  Generally  Offered.  In  addition to any
                              ----------------------------
other  compensation or benefits to be received by Employee pursuant to the terms
of  this  Agreement,  Employee  shall  be entitled to participate, to the extent
allowable  in  accordance with his status, in all employee benefits offered from
time  to time by Employer to its senior officers, including, without limitation,
pension  plans,  profit  sharing  plans,  group  life  insurance,  group  health
insurance  and  group  disability  insurance.

               8.6     Personal  Guarantees.  Employee has personally guaranteed
                       --------------------
certain  debts  of  Employer  as set forth on Exhibit "B" attached hereto and by
this reference made a part hereof ("Personal Guarantees").  Employer shall cause
the  Personal  Guarantees  to  be  released  by  December  31,  2002.

          9.   STOCK  AND  STOCK  OPTIONS.

               In consideration of Employee's employment with Employer, Employee
shall  be  entitled  to  receive  an option to purchase five million (5,000,000)
shares  of  Employer's  common  stock ("Option") on the terms and conditions set
forth in a Stock Option Agreement in the form attached hereto as Exhibit "C" and
by  this  reference  made a part hereof.  If Employee's employment is terminated
prior  to the vesting of any portion of the Option as set forth herein, Employee
shall not be entitled to any unvested portion of the Option, except as otherwise
set  forth  in the Stock Option Agreement.  Upon such termination, Employee must
exercise  the  Option as to any vested portion of the Option as set forth in the
Stock  Option  Agreement,  as  amended from time to time.  Employer reserves the
right to modify the vesting of any unvested options upon the death or disability
of  an  Employee.  Employee shall execute such form of Investment Representation
letter  as  may  be  reasonably  requested by Employer to assure compliance with
applicable  state and federal securities laws in connection with the issuance of
Employer's  common stock pursuant to this Section 9.  Employee acknowledges that
Employer's common stock issued to him under this Section 9 shall have no special
rights  or  privileges  attached  to  it,  and shall, as to future issuances, be
subject  to  dilution  on the same terms and conditions of all other outstanding
common  stock  of  Employer.

          10.     TAX  WITHHOLDINGS.  Employer shall have the right to deduct or
withhold  from  the  compensation  due to Employee any and all sums required for
federal  income  taxes,  social


                                        4
<PAGE>
security  taxes,  state  taxes  and  local  taxes  now applicable or that may be
enacted  and  become  applicable  in  the  future.

          11.  MEDICAL  AND  OTHER  BENEFITS.

               11.1.     Until  such  time  as Employer obtains health insurance
coverage for its employees, Employer shall pay Employee One Thousand Six Hundred
Seventy-Two  Dollars  ($1,672.00)  every two (2) months to offset COBRA or third
party  health  insurance  premiums.  When  the Employer obtains health insurance
coverage for its employees, Employer shall no longer pay Employee quarterly, but
Employer shall include Employee in Employer's group medical plan, or other group
benefit  plan,  if  any, in effect on the Effective Date.  In addition, Employer
shall  also  provide  Employee  with such other employee benefits as provided by
Employer  pursuant  to  Employer's customary personnel policies, and as the same
may  exist  from time to time, including coverage under Employer's directors and
officers  insurance  policy.

               11.2.     Employee  shall  be  entitled to paid vacation of three
(3)  weeks (or fifteen (15) business days) per year plus five (5) days paid sick
leave,  in  accordance  with  Employer's  policies.

          12.  TERMINATION.

               12.1.     Termination  Without  Cause.  Employee's  employment
                         ---------------------------
hereunder  may  be  terminated at any time by either party upon thirty (30) days
prior  written  notice to the other party, subject to the provisions of Sections
12.5.1  and  12.5.2.

               12.2.     Illness,  Incapacity,  Disability.  Employer  may
                         ---------------------------------
terminate  this  Agreement,  upon  written  notice  to  Employee,  based  on the
reasonable  determination  and judgment of the Board of Directors, that Employee
is  unable  to  perform  his  duties  as  a  result of Employee's absence due to
illness,  incapacity  or  disability  for  a  period  in  excess  of ninety (90)
consecutive  days.  Termination pursuant to this subparagraph shall be effective
fifteen  (15)  business  days  after  notice  has  been  given  to  Employee  of
termination  pursuant  to  this  paragraph  12.2.

               12.3.     Death.  This  Agreement  shall terminate upon the death
                         -----
of  Employee.

               12.4.     Termination  for  Cause.
                         -----------------------

                         12.4.1.      Employee's  employment  hereunder  may  be
terminated  immediately,  at  the  option  of Employer, for any of the following
reasons: (a) misappropriation of the assets of Employer; (b) conviction of, or a
plea of "guilty" or "no contest" to a felony under the laws of the United States
or  any  state  thereof;  (c)  committing  an  act  of  fraud  against,  or  the
misappropriation  of  property  belonging to, Employer; (d) a material breach of
any  confidentiality  or  proprietary information agreement between Employee and
Employer;  or (e) Employee defaults in the performance of any material covenant,
agreement, term or provision of this Agreement to be kept,


                                        5
<PAGE>
observed  or  performed  by him, and such default continues for a period of five
(5)  days  after  written  notice  from  Employer  describing  the  default with
particularity.

                         12.4.2.      In  the  event  that  criminal  charges
involving  a  felony  of  moral turpitude are filed against Employee, Employee's
employment  under  the  terms  of  this  Agreement  may be suspended without pay
immediately, at the option of Employer.  In the event that Employee is convicted
of  such crime, any such suspension shall automatically become a termination for
cause.  In  the  event that Employee is acquitted of such crime, or in the event
such charges are dismissed, any such suspension shall be terminated and employee
shall  be  reinstated  retroactively  with  full  salary,  bonuses, and employee
benefits.

               12.5     Payment  Upon  Termination.
                        --------------------------

                         12.5.1     Generally.  Upon  any  termination, Employer
                                    ---------
shall  pay  to  Employee  (or,  if applicable, to Employee's estate) all amounts
accrued  and  unpaid  as of the date of termination in respect of (i) Employee's
salary  for  periods  through  such  date,  (ii)  vacation  pay,  and  (iii) any
reimbursement for expenses owing to Employee.  In the event of a termination for
cause, Employee shall only be entitled to the payments specified in this Section
12.5.1.

                         12.5.2     Termination  Without Cause.  In the event of
                                    --------------------------
Employee's death or if Employer terminates Employee other than for cause then in
addition  to  amounts that Employee is entitled to receive under Section 12.5.1,
Employee  shall  be entitled to receive a severance benefit of (i) two (2) times
Employee's  annual  salary  in effect on the date of termination, but no greater
than  Three  Hundred Thousand Dollars ($300,000.00), less deductions required by
law,  in  the  form  of  semi-monthly  installments  payable  in accordance with
Employer's  customary payroll practices, for a one (1) year period commencing on
Employee's date of termination and (ii) payment of Employee's COBRA premium (but
not dependent coverage) for a twelve (12) month period following Employee's date
of  termination.

               12.6     Termination  by  Board  of  Directors.  Notwithstanding
                        -------------------------------------
anything  herein  to  the contrary, Employee's employment may only be terminated
pursuant to this Article 12 by a resolution of the Company's Board of Directors.

          13.     ENTIRE  AGREEMENT.  This  Agreement  and the exhibits attached
hereto  supersedes  any  and  all  other  agreements, either oral or in writing,
between  the  parties  hereto  with  respect  to  the  employment of Employee by
Employer  and  contains  all  of  the covenants and agreements between them with
respect  to  that  employment.  Employer  and  Employee each acknowledge that no
representations,  inducements,  promises  or agreements, oral or otherwise, have
been  made  by either of them or anyone acting on behalf of either of them which
are  not  embodied  herein and that any agreement, statement or promise which is
not  contained  in  this  Agreement,  is  void  and  invalid.

          14.     MODIFICATION.  Modifications  of  this  Agreement  shall  be
effective  only  if  contained  in  writing  signed  by  Employer  and Employee.


                                        6
<PAGE>
          15.     WAIVER.  The  failure  of  either  party  to  insist on strict
compliance  with  any  of  the terms, covenants or conditions of this Agreement,
shall  not be deemed a waiver of that term, covenant or condition, nor shall any
waiver  or  relinquishment  of  any  right or power  at any one time or times be
deemed  a  waiver  or relinquishment of that right or power for all or any other
times.

          16.     INVALIDITY.  If  any  provision in this Agreement is held by a
court  of  competent  jurisdiction  to  be  invalid,  void  or  enforceable, the
remaining  provisions  shall  nevertheless  continue in full force without being
impaired  or  invalidated  in  any  way.

          17.     GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and
construed  in  accordance  with  the  laws  of  the  State  of  California.

          18.     NOTICE.  Any notice to be given by Employer or Employee to the
other  shall  be in writing and may be transmitted and shall be deemed effective
(i)  immediately  upon  personal  delivery,  (ii)  twenty-four  (24 hours) after
delivery  to  a  courier  for  next  day delivery, or (iii) three (3) days after
deposit  in  the  US  mail (registered or certified, postage prepaid with return
receipt  requested),  to  the  recipient  party's  address  set  forth  below:

           EMPLOYER:       GolfGear International, Inc.
                           5285 Industrial Drive
                           Huntington Beach, CA 92649
                           Attn:  Michael Piraino


           EMPLOYEE:       Donald A. Anderson
                           9062 Regatta Drive
                           Huntington Beach, CA 92646


          19.     CONSIDERATION.  The  mutual  covenants  and  conditions herein
constitute  adequate  and  valuable  consideration  for  this  Agreement.

          20.     CAPTIONS.  The  section  headings  in  this  Agreement are for
convenience only and shall not govern, limit or aid in the interpretation of the
provisions  of  this  Agreement.

          21.     COUNTERPARTS.  This  Agreement may be executed in counterparts
which,  taken  together,  shall  constitute  one  and  the  same  Agreement.


          This  Agreement is executed to be effective as of the date first above
          set  forth.


                                        7
<PAGE>
                                                 Employee
                                                 --------



                                                 -------------------------------
                                                 Donald A. Anderson


                                                 Employer
                                                 --------

                                                 GolfGear International, Inc.,
                                                 a Nevada corporation



                                                 By:
                                                    ----------------------------
                                                          Michael Piraino
                                                 Its:     President


                                        8
<PAGE>
                                  EXHIBIT "A"

                        PROPRIETARY INFORMATION AGREEMENT
                                   (ATTACHED)




                                        9
<PAGE>
                                  EXHIBIT "B"

PERSONAL  GUARANTEES

1.   Wells  Fargo  Loan  Bank  Line  of  Credit:  5474-6431-7185-0137
2.   Vehicle  Leases
     (a)     1998  Astrovan  (Executive  Car  Leasing)
     (b)     1993  Ford  Van  (Osborne  Leasing)
     (c)     1991  Toyota  Forklift  (Crown  Leasing)
3.   Gateway  Computer  Lease


                                       10
<PAGE>
                                  EXHIBIT "C"

                             STOCK OPTION AGREEMENT



                                       11
<PAGE>
                             STOCK OPTION AGREEMENT


     THIS  STOCK  OPTION  AGREEMENT ("Agreement") is entered into as of July 29,
2002  by  and  between  GolfGear  International, Inc., a Nevada corporation (the
"Company"),  and  the  person  named  below  ("Grantee");

                                    RECITAL

     A.     Grantee  is  an  employee  of  the  Company.

     B.     In  consideration  of Grantee's employment with the Company pursuant
to  that  certain  Employment  Agreement  dated as of July 29, 2002 ("Employment
Agreement"),  the  Company  desires to afford Grantee an opportunity to purchase
shares  of  common  stock  of  the  Company and Grantee desires to be granted an
option  to  purchase  shares  of  common  stock  of the Company on the terms and
conditions  contained  herein.

                                    AGREEMENT

     1.     Basic  Provisions  and  Definitions.  As used in this Agreement, the
            -----------------------------------
following  terms  have  the  following  respective  meanings:


            Grantee:                        Donald A. Anderson

            Grant Date:                     July 29, 2002

            Number of shares of
            Company Common Stock
            Optioned ("Option Shares"):     5,000,000

            Exercise price per share
            ("Exercise Price"):             Twenty Cents ($0.20)


     2.     Grant  of  Option.  The  Company  hereby grants to Grantee an option
            -----------------
("Option")  to  purchase, upon and subject to the terms and conditions set forth
herein,  all  or  part  of  the Option Shares at the Exercise Price.  All of the
rights to Option Shares shall initially be unvested and shall vest in accordance
with  Section  4  of  this  Agreement  subject  to  the  terms,  conditions  and
restrictions  set  forth in this Agreement.  The number of Option Shares and the
Exercise Price per share are subject to adjustment in certain events as provided
as  set forth herein.  The Option is not intended to be and shall not be treated
as  an  incentive  stock  option under Section 422 of the Internal Revenue Code.


                                       12
<PAGE>
     3.     Term  of  Option.  The  Option  shall  expire  on  the  tenth (10th)
            ----------------
anniversary  of  the  date  of  this Agreement unless the Option shall have been
previously  terminated  in  accordance  with  the  provisions  set forth in this
Agreement.

     4.     Exercisability  of  Option.  The  Option  shall  vest  and  become
            --------------------------
exercisable  as  follows: twenty percent (20%) on the first (1st) anniversary of
the  Grant  Date,  and one forty-eighth (1/48th) of the Option shall vest at the
end  of  each  month  thereafter,  or  earlier  as  approved by the Company.  If
Grantee's  employment  is  terminated prior to the vesting of any portion of the
Option  as  set  forth  herein,  Grantee  shall  not be entitled to any unvested
portion  of  the  Option,  provided,  however,  if  Grantee's  employment is not
terminated  pursuant  to  Section  12.4 of the Employment Agreement, one million
(1,000,000)  unvested Option Shares shall immediately vest on the date of notice
of  such termination. Upon such termination, Grantee must exercise the Option as
to any vested portion of the Option as set forth herein, as amended from time to
time.  The  Company reserves the right to modify the vesting of any account upon
the  death  or  disability  of  Grantee.  Grantee  shall  execute  such  form of
Investment  Representation  Letter as may be reasonably requested by the Company
to  assure  compliance  with  applicable  state  and  federal securities laws in
connection  with  the  issuance  of  the  Company's  common  stock.  Grantee
acknowledges  that  the  Company's common stock which may be issued to him under
this  Agreement  shall  have no special rights or privileges attached to it, and
shall,  as  to  future  issuances,  be subject to dilution on the same terms and
conditions  of all other outstanding common stock of the Company. Subject to the
terms and conditions contained herein, the Option must be exercised by the tenth
(10th)  anniversary  of  the  date  of  this  Agreement.

     5.     Manner  of  Exercise.  The Option may be exercised by written notice
            --------------------
delivered  to the Company at 5285 Industrial Drive, Huntington Beach, California
92649, or the then principal office of the Company, stating the number of shares
with  respect  to  which  the Option is being exercised, together with cash or a
check  in the amount of the purchase price and any applicable federal, state and
local  taxes  required  to  be withheld by the Company and the written statement
provided  for  in  Paragraph 10, if required by Paragraph 10.  Not less than ten
thousand  (10,000)  shares  may  be  purchased at any one time unless the number
purchased  is  the  total  number  at  the  time  purchasable  under the Option.

     Notwithstanding  any  provisions herein to the contrary, if the fair market
value  of one (1) share of Stock is greater than the Exercise Price (at the date
of  calculation as set forth below), in lieu of exercising this Option for cash,
Grantee  may elect to receive shares equal to the value (as determined below) of
this Option (or the portion thereof being cancelled) by surrender of this Option
at  the  principal  office  of  the  Company together with the properly endorsed
Notice  of Exercise and notice of such election in which event the Company shall
issue  to  Grantee  the  number  of  Option  Shares computed using the following
formula:

          Y (A-B)
         --------
     X =    A

     Where          X =       the number of shares of Option Shares to be issued
                              to  the  Grantee


                                       13
<PAGE>
                    Y =       the  number of shares of Option Shares purchasable
                              under  this  Option  or,  if only a portion of the
                              Option  is  being  exercised,  the  portion of the
                              Option  being  cancelled  (at  the  date  of  such
                              cancellation)

                    A =       the  fair market value of one (1) Option Share (at
                              the  date  of  such  calculation)

                    B =       Exercise  Price

For  purposes  of the above calculation, the fair market value of one (1) Option
Share  shall  be determined by the product of (i) the average of the closing bid
and  asked  prices  of the Company's common stock quoted in the Over-The-Counter
Market Summary or the last reported sales price of the Company's common stock or
closing  price  quoted on the NASDAQ National Market or on any exchange on which
the  Company's  common stock is listed, whichever is applicable, as published in
the  Western  Edition  of  the Wall Street Journal for the five (5) trading days
prior to the date of determination of the fair market value; and (ii) the number
of  Option  Shares.

An  example of the above provision is as follows:  if Grantee elects to purchase
one hundred thousand (100,000) vested Option Shares and the fair market value of
one  (1)  Option  Share  is  Fifty  Cents  ($0.50),  the  formula  would  be:

     X  =  100,000  (.50  -  .20)  =  60,000
           ----------------------
                .50

Therefore,  in  this  example,  Grantee  must  surrender forty thousand (40,000)
Option  Shares  to  purchase  sixty  thousand  (60,000) Option Shares under this
Section  5.

     6.     Exercise Restrictions.  The right to exercise this Option is subject
            ---------------------
to  the  following  additional  restrictions  and  limitations:

          (a)     If the Grantee's employment with the Company is terminated for
any reason other than death, the Option shall terminate as of the date of notice
of  such  termination,  provided, however, Grantee shall have one (1) year after
the  date of such notice to exercise any portion of the Option that vested on or
prior  to  the  date  of  notice  of  termination.

          (b)     If  the  Grantee  shall  die  after any portion of this Option
becomes  vested  and  exercisable,  the  Grantee's  legal  representative  or
representatives  or  the persons entitled to do so under the Grantee's last will
and  testament  or  under  applicable  intestate  laws  shall  have the right to
exercise  any portion of the Option which became vested prior to such death, and
such right shall expire one (1) year after the date of the Grantee's death or on
the  date  of expiration of this Option, whichever occurs first.  If this Option
has  not  become  exercisable  prior to the date of Grantee's death, this Option
shall  terminate  upon  such  death.


                                       14
<PAGE>
          (c)     This  Option  shall  not be exercisable in any part during the
Grantee's  lifetime unless at all times beginning with the date of grant through
the  date  of  vesting, the Grantee has, except for military service leave, sick
leave  or  other bona fide leave of absence (such as temporary employment by the
United  States  Government),  been  in the continuous employ of the Company or a
parent  or  subsidiary  thereof.

     7.     Assignment  or  Transfer.  The  Option  shall  not  be assignable or
            ------------------------
transferable except by will or by the laws of descent and distribution and shall
be  exercisable  only  by Grantee (regardless of any community property interest
therein  of  Grantee's  spouse,  if  any)  during  Grantee's  lifetime.

     8.     Adjustments.  If  the  outstanding shares of stock of the class then
            -----------
subject  to  this  Option  are  increased  or  decreased, or are changed into or
exchanged  for a different number or kind of shares or securities or other forms
of  property,  (including  cash)  or  rights,  as  a  result  of  one  or  more
reorganizations,  recapitalizations,  spin-offs,  stock  splits,  reverse  stock
splits,  stock  dividends  or the like, appropriate adjustments shall be made in
the  number  and/or  kind  of  shares  or  securities or other forms of property
(including cash) or rights or which this Option may thereafter be exercised, all
without any change in the aggregate exercise price applicable to the unexercised
Option,  but  with a corresponding adjustment in the exercise price per share or
other  unit.  No  fractional share of stock shall be issued under this Option or
in  connection  with  any such adjustment.  Such adjustments shall be made by or
under  authority  of the Company's board of directors whose determinations as to
what  adjustments shall be made, and the extent thereof, shall be final, binding
and  conclusive.

     9.     Dissolution,  Merger  or  Acquisition.  Upon  the  dissolution  or
            -------------------------------------
liquidation  of the Company or upon a reorganization, merger or consolidation of
the  Company  as  a result of which the outstanding securities of the class then
subject  to  this  Option  are changed into or exchanged for property (including
cash),  rights  or  securities  not  of  the Company's issue, or any combination
thereof,  or upon a sale of substantially all the property of the Company to, or
the  acquisition  of  stock  representing  more than eighty percent (80%) of the
voting  power  of  the  stock  of  the  Company  then  outstanding  by,  another
corporation or person, this Option shall terminate, unless otherwise provided in
writing  in  connection with such transaction for the assumption of this Option,
or  the  substitution  for  this  Option  of  an  option covering the stock of a
successor  employer  corporation,  or  a  parent  or  a subsidiary thereof, with
appropriate  adjustments  in  accordance  with this Section as to the number and
kind  of  shares  optioned and their exercise prices, in which event this Option
shall  continue  in  the  manner  and  under  the  terms  so  provided.

     10.     Grantee's  Right  To  Exercise Upon Merger or Acquisition.  If this
             ---------------------------------------------------------
Option  shall terminate pursuant to Section 9 above, the Grantee or other person
then  entitled  to exercise this Option shall have the right, at such reasonable
time  prior  to  the consummation of the transaction causing such termination as
the Company shall designate, to exercise the unexercised portion of this Option,
even  if  such  Option  is unvested and not otherwise exercisable at the time of
such  transaction.

     11.     No  Rights  as  Shareholder.  Grantee  shall  have  no  rights as a
             ---------------------------
shareholder  with respect to shares of the Company's common stock covered by the
Option  until  the date of issuance of a stock


                                       15
<PAGE>
certificate  or  stock  certificates  to Grantee. No adjustment will be made for
dividends or other rights for which the record date is prior to the date a stock
certificate  or  certificates  are  issued.

     12.     Modification and Termination.  The rights of Grantee are subject to
             ----------------------------
modification  and  termination in certain events as determined by mutual written
consent  of  Grantee  and  the  Board  of  Directors.

     13.     Legal  Requirements.  Grantee represents and agrees that if Grantee
             -------------------
exercises  the  Option in whole or in part at a time when there is not in effect
under the Securities Act of 1933 a registration statement relating to the shares
issuable  upon  that exercise and available for delivery to Grantee a prospectus
meeting  the  requirements of Section 10(a)(3) of that Act, Grantee will acquire
the  shares upon exercise for his or her personal account and not with a view to
or  for  resale  or in connection with a distribution.  Grantee agrees that upon
each  such exercise of the Option, Grantee will furnish to the Company a written
certification  in  the  form  attached to this Agreement as Exhibit AA" and such
other  or additional document as the Company may request.  Any person or persons
entitled  to  exercise  the Option under the provisions of Section 6 shall, upon
each  exercise  of  the  option,  concurrently  furnish  to the company the same
statement  and documents.  Each certificate evidencing any of the shares subject
to  the  Option  shall  be  a  legend  substantially  as  follows:

THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  ARE  SUBJECT TO RESTRICTIONS ON
TRANSFER  AND  MAY NOT BE SOLD, EXCHANGED, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AND SUBJECT TO ALL THE TERMS AND
CONDITIONS OF A CERTAIN STOCK OPTION AGREEMENT, COPIES OF WHICH THE COMPANY WILL
FURNISH  TO  HOLDER  OF  THIS  CERTIFICATE  UPON  REQUEST  AND  WITHOUT CHARGE."

The restrictions on transfer contained herein shall expire upon the distribution
to  the public of shares of common stock of the Company pursuant to an effective
registration  statement filed under the Securities Act or any successor statute.
No  certificate for shares of stock purchased upon exercise of this Option shall
be  issued  and  delivered unless and until, in the opinion of legal counsel for
the  Company,  such  securities  may be issued and delivered without causing the
Company to be in violation of or incur any liability under any federal, state or
other  securities  law or any other requirement of law or of any regulatory body
having  jurisdiction  over  the  Company.

     14.     Registration  of  Option  Shares.  The  Company  shall register the
             --------------------------------
Option  Shares  on a Form S-8 Registration Statement prior to December 31, 2002.

     15.     Notices.  Any  notice to be given to the Company shall be addressed
             -------
to  the Company in care of its Secretary at its principal office, and any notice
to  be  given to the Grantee shall be addressed to the Grantee at the address on
record  with  the  Company or at such other address as the Grantee may hereafter
designate in writing to the Company.  Any such notice shall be deemed duly given
when  enclosed  in a properly sealed envelope or wrapper addressed as aforesaid,
registered  or


                                       16
<PAGE>
certified, and deposited, postage and registry or certification fees prepaid, in
a  post  office  or branch post office regularly maintained by the United States
Postal  Service.

     16.     Rules  of  Construction.  This  Agreement  has  been  executed  and
             -----------------------
delivered  by  the  Company in California and shall be construed and enforced in
accordance  with  the  laws  of  said  State, other than any choice of law rules
calling for the application of laws of another jurisdiction. The receipt of this
Option  does  not  give  the  Grantee  any  right to continued employment by the
Company or a subsidiary for any period, nor shall the granting of this Option or
the  issuance  of  shares on exercise thereof give the Company or any subsidiary
any  right  to  the  continued  services  of  the  Grantee  for  any  period.

     17.     No  Obligation.  The grant and acceptance of this option imposes no
             --------------
obligation  on  the  Grantee  to  exercise  it.

     18.     Entire  Agreement;  Modification.  This  Agreement  constitutes the
             --------------------------------
entire  agreement between the parties relative to the subject matter hereof, and
supersedes  all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement. This Agreement may
be  modified,  amended  or  rescinded  only  by  a written agreement executed by
both  parties.

     19.     Severability.  The  invalidity,  illegality  or unenforceability of
             ------------
any  provisions  of this Agreement shall in no way affect the validity, legality
or  enforceability  of  any  other  provision.

     20.     Successors  and  Assigns.  This Agreement shall be binding upon and
             ------------------------
inure  to  the benefit of the parties hereto and their respective successors and
assigns,  subject  to  the  limitations  set  forth  in  Section  7  hereof.



                                       17
<PAGE>
IN  WITNESS WHEREOF, the parties hereto have executed this agreement on the date
first  written  above.


                                         GolfGear International, Inc.,
                                         a Nevada corporation



                                         By:                         [signature]
                                            -------------------------
                                                Michael Piraino
                                         Its:   President




                                                                     [signature]
                                            -------------------------
                                                Donald A. Anderson


                                       18
<PAGE>
                                    EXHIBIT A
                                    ---------

                                   CERTIFICATE

     I  certify  that  I  am  acquiring  all  shares  (the "Shares") of GolfGear
International, Inc. purchased by me pursuant to the exercise on this date of the
option  granted  by  a  Stock Option Agreement, dated _________________, in good
faith  for  my  own  personal  account  and not with a view to, or for resale in
connection  with,  any distribution of the Shares.  I understand that the Shares
have  not  be registered under the Securities Act of 1933, as amended (the "1933
Act"), by reason of a specific exemption from the registration provisions of the
1933  Act  which  depends,  among  other things, upon the bona fide nature of my
certifications  in  this  certificate.

     I  understand  and  agree  to  the  following:

     1.     I  have  received,  reviewed,  and  considered all information fully
covering  all  matters  that  I deem relevant to make a decision to purchase the
Shares.  I  have also been given the opportunity to ask any questions and to ask
for  further  information  to  the  extent  I  deemed  necessary.

     2.     I  must  hold  the  Shares indefinitely unless they are subsequently
registered  under  the  1933  Act  or  an  exemption  from  such registration is
available.

     3.     I  have  been  advised of Rule 144 promulgated by the Securities and
Exchange  Commission (the "Commission") under the 1933 Act which permits limited
resale of securities purchased in a private placement without registration under
the  1933  Act  (such  as my purchase of the Shares pursuant to the Stock Option
Agreement) if certain conditions are met.  These conditions include, among other
things:

          (a)     The  availability  of  current  public  information  about the
Company;

          (b)     The  resale  occurring at least one (1) year after purchase of
and  full  payment  for  the  Shares  to  be  sold;

          (c)     The  sale  being through a broker in a "broker's transaction";
and

          (d)     The number of shares of common stock of the Company that I may
sell  during  any  three  (3)  month period may not exceed specified limitations
(generally, the greater of one percent (1%) of the total number of shares of the
stock  outstanding or the average weekly trading volume of the shares during the
four  (4)  calendar  weeks  preceding  the  filing  of  the  required  notice).

                    In  the event that I meet the requirements set forth in Rule
144(k),  the  above-referenced  requirements  shall  not  apply.

                    Although  Rule  144  as  adopted  is not the exclusive means
provided  for the public sale of the Shares other than in a registered offering,
I  understand  that  the  staff of the


                                       19
<PAGE>
Commission  has  expressed  its opinion that persons proposing to sell privately
placed stock (such as Shares) other than in a registered offering and other than
pursuant  to  Rule  144  will have a substantial burden of proof in establishing
that  an  exemption  from registration is available for that sale and that those
persons and the brokers and other persons who participate in the transactions do
so  at  their  own  risk.

     4.     If  I propose to effect any transaction pursuant to Rule 144, I will
deliver  to  the  Company  at  its  principal  office  (to  the attention of its
Secretary) at least five (5) business days before placing with a broker an order
to  sell  (i)  a  copy of all materials required to be filed with the Commission
pursuant  to  Rule  144;  (ii)  an  unqualified  opinion,  in form and substance
satisfactory to the company and its counsel, of recognized securities counsel to
the effect that the proposed sale or disposition may lawfully be made under Rule
144;  (iii) a statement from the broker effecting the transaction evidencing the
compliance  by  it  with the Rule; and (iv) a copy of each document delivered to
the  broker  with  respect  to  such  sale.

     5.     I  agree  not  to  dispose  of any of the shares except (i) with the
prior  consent  of  the  California Commissioner of Corporations, if required by
California  law; and (ii) either pursuant to an effective Registration Statement
under  the  1933  Act or an exemption from registration under the 1933 Act after
receipt  by  the  Company  of  an  unqualified opinion (obtained at my cost), of
securities  counsel,  acceptable  in  form  and substance to the Company and its
counsel,  that  registration of those shares is not required under the 1933 Act.

     6.     All certificates representing the Shares and any certificate for any
securities  issued  pursuant  to  any stock split, share reclassification, stock
dividend,  or  other  similar capital event shall bear a legend in substantially
the  following  form:

     THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933  AND  MAY  NOT  BE
     TRANSFERRED,  SOLD,  PLEDGED,  HYPOTHECATED,  OR OTHERWISE DISPOSED OF
     EXCEPT  IN  ACCORDANCE  WITH  THAT  ACT  AND THE RULES AND REGULATIONS
     PROMULGATED  UNDER IT, AND IN ACCORDANCE WITH AN AGREEMENT BETWEEN THE
     COMPANY  AND  THE  ISSUEE  OF  THE  SECURITIES, A COPY OF WHICH MAY BE
     OBTAINED  FROM  THE  COMPANY.

and/or  such  other  legend  or  legends  as  the  Company  and its counsel deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the  Shares  have  been  placed  with  the  Company's  transfer  agent.

     Dated:
           -------------------------


                                     --------------------------------[signature]


                                       20
<PAGE>