EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
January 20, 2003, by and between GolfGear International, Inc. (the "Company"), a
Nevada  Corporation,  and  Chris  Holiday  ("Executive").

                                       I.

                                   EMPLOYMENT

          1.1     Position  and  Duties.  The Company hereby engages and employs
                  ---------------------
Executive as Senior Vice President of Sales and Marketing on the terms set forth
in  this  Agreement.
Executive  shall  perform the executive duties and functions customarily related
to  the  above positions, subject to the reasonable limitations of authority set
forth  from  time  to  time  by  the  President  of  the  Company.

          1.2     Best  Efforts.       Commencing on January 20, 2003, Executive
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agrees  to  devote  his  full time and attention to the Company, to use his best
efforts  to  advance  the  business  and  welfare  of the Company, to render his
services  under this Agreement fully, faithfully, diligently, competently and to
the  best  of his ability, and not to engage in any other employment activities.
Notwithstanding  anything  herein  to  the  contrary,  Executive  shall  not  be
precluded  from (a) engaging in charitable activities and community affairs, (b)
managing  his personal investments and affairs, provided that such activities do
not  materially  interfere  with  the  proper  performance  of  his  duties  and
responsibilities under this Agreement or (c) serving on a board of directors for
a  business  which  is  not  competitive  with  the  Company.

                                       II.

                            COMPENSATION AND BENEFITS

          2.1     Base  Salary.     For all services to be rendered by Executive
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under  this  Agreement,  the Company agrees to pay Executive bi-weekly an annual
base  salary  of Six Thousand Seven Hundred Thirty Dollars and Seventy-Six Cents
($6,730.76),  less  deductions  required  by law, payable in accordance with the
normal  payroll  practices  of  the  Company.

          2.2     Stock  Option  Grant.  The  Company  shall  grant to Executive
                  --------------------
options to purchase two million (2,000,000) shares of the Company's common stock
at  an  exercise  price per share equal to the fair market value of the stock on
the  date of the grant pursuant to a stock option agreement in substantially the
form  attached  hereto  as  Exhibit  A  and by this reference made a part hereof
                            ----------
("Stock  Option  Agreement").  Executive  shall vest in such options over a four
(4)  year  period  at  twenty  five  percent  (25%)  on the first anniversary of
Executive's  employment and one thirty-sixth (1/36th) of the remaining shares at
the  end  of  each  month  thereafter  that  Executive  is  employed  hereunder.

          2.3     Other  Benefits.  The  Company  shall  further  provide  to
                  ---------------
Executive  the  following  other  benefits:


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               (a)     Full  participation,  on  a  basis  commensurate with his
position with the Company, in all plans of life, accident, disability and health
insurance  and  other  benefits  that  generally  are  made  available to senior
executives  of  the  Company;

               (b)     Four  (4)  weeks  paid  vacation;  and

               (c)     Until  such  time as the Company obtains health insurance
coverage  for  its employees, the Company shall pay Executive Four Hundred Fifty
Dollars  ($450.00)  per  month  to  offset COBRA or third party health insurance
premiums.

          2.4     Expense  Reimbursement.  The  Company shall promptly reimburse
                  ----------------------
Executive  for all actual and reasonable business expenses incurred by Executive
in  promoting the business of the Company, including expenditures for car phone,
entertainment,  travel,  or  other expenses, provided that (a) such expenditures
are  of  a  nature  qualifying  them  as  legitimate business deductions and (b)
Executive  furnishes  to  the  Company  adequate  records  and other documentary
evidence  reasonably  required by the Company to substantiate such expenditures.

                                      III.

                          TERMINATION AND SEVERANCE PAY

          3.1     Involuntary  Termination.
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               (a)     Severance  Pay.  In the event that Executive's employment
                       --------------
with  the  Company is terminated by the Company for Cause (as defined in Section
3.1(c)),  Executive  shall  be  entitled to no severance pay.  In the event that
Executive's  employment with the Company is terminated by the Company other than
for  Cause, then in consideration of Executive's compliance with his obligations
under Article V and Article VI and Executive's execution of a general release in
favor of the Company (which release shall contain reasonable and customary terms
and  exceptions), Executive shall be entitled to severance pay ("Severance Pay")
in  the form of (i) bi-weekly payments to Executive in the amount of Executive's
monthly  base  salary  as  in  effect  on  the  date  of termination, payable in
accordance  with  customary payroll practices, and related health benefits for a
four (4) month period commencing on the date of termination and (ii) if the date
of  termination  occurs  during  the  first  year of the Agreement, five hundred
thousand  (500,000)  shares  of any then unvested common stock options under the
Stock  Option  Agreement shall immediately vest.  Notwithstanding the foregoing,
Executive  acknowledges  and  agrees  that  in  the event Executive breaches any
material  provision  of  Article V or Article VI, his right to receive severance
payments  under  this  Section  3.1(a)  shall  automatically  terminate.

               (b)     Benefits.  Following  termination,  Executive shall cease
                       --------
to  be  a  Company  employee and shall not be entitled to any employee benefits,
except  as  provided in Section 3.1(a) above.  This shall not preclude Executive
from  exercising  his  COBRA  benefits  under  applicable  law.

               (c)     Cause.  For purposes of this Agreement , the term "Cause"
                       -----
shall  mean  the determination by a majority of the disinterested members of the
Board  that  Executive  has  engaged  in any one of the following:  (i) material
financial  dishonesty,  including, without limitation, misappropriation of funds
or  property,  or any attempt by Executive to secure any personal profit related
to,  and to the material detriment of, the business or business opportunities of
the  Company;


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(ii)  gross  negligence  or reckless or willful misconduct in the performance of
job  duties;  (iii)  willful  refusal  or  the  repeated failure of Executive to
perform  his job duties to the reasonable satisfaction of the Board or to comply
with  the  lawful instruction of the President or the Board; (iv) the conviction
of,  or  plea  of  nolo  contender  to, any felony; (v) intentional and material
violation  of  the Company's written policies including, without limitation, the
Company's  policies  on equal employment opportunity and prohibition of unlawful
harassment;  or  (vi) any material breach of any agreement between Executive and
the  Company.

               Termination under subsections (i), (ii), (iii), (v) or (vi) shall
be  warranted  only  after  the  Board has determined, in good faith, that Cause
exists after having given Executive written notice of such Cause for termination
and  such  activity  is  not permanently ceased within five (5) business days of
each  such  notice;  provided,  however,  that  Executive's  employment  may  be
terminated  immediately  under  subsection (v) above, without the opportunity to
cure,  for  any intentional and material violation by Executive of the Company's
policies  on equal employment opportunity or prohibition of unlawful harassment.

          3.2     Voluntary  Termination.  In  the  event  Executive voluntarily
                  ----------------------
terminates  his  employment  with the Company, Executive shall be entitled to no
severance  pay.

          3.3     Death.  In  the  event  of  Executive's  death, this Agreement
                  -----
shall  automatically  terminate  and  shall  be  of no further force and effect.
Termination  of Executive's employment as a result of his death shall not result
in any obligation by the Company to pay severance pay or other unearned benefits
to  Executive's  estate  or  heirs.

          3.4     Disability.  In  the  event  of  Executive's  Disability  (as
                  ----------
defined  below)  during  the  term  of this Agreement for any period of at least
three  (3)  consecutive  months,  the Company shall have the right, which may be
exercised in its sole discretion, to terminate this Agreement.  In the event the
Company  does elect to terminate this Agreement, Executive shall not be entitled
to  any  severance  pay  at  any time but shall be entitled to normal disability
benefits  in  accordance  with the policies established from time to time by the
Company.  For  purposes of this Agreement, "Disability" shall mean the inability
of  Executive to perform his employment services hereunder by reason of physical
or  mental  illness  or  incapacity  as  determined by a physician chosen by the
Company  and  reasonably  satisfactory to Executive or his legal representative.

                                       IV.

                                      TERM

          Executive  and  the  Company  acknowledge  and  agree that Executive's
employment  with  the  Company  is expressly "at-will" both during and after the
term  of this Agreement.  This means that either party may terminate Executive's
employment with or without cause.  Any termination of Executive's employment is,
however,  subject  to the terms and provisions of this Agreement as to severance
pay  and  other  obligations.


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<PAGE>
                                       V.

                          NONDISCLOSURE OF INFORMATION

                        AND NON-SOLICITATION OF EMPLOYEES

          5.1     Employee  Proprietary  Information  and  Inventions Agreement.
                  -------------------------------------------------------------
Executive  shall  be  subject  to  the  provisions  of  the  Company's  Employee
Proprietary  Information  and  Inventions Agreement, a copy of which is attached
hereto  as  Exhibit  B  and  by  this  reference  made  a  part  hereof.
            ----------

          5.2     Return  of  Information.  Upon  termination  of  Executive's
                  -----------------------
employment, Executive will deliver to the Company all customer lists, proposals,
reports,  memoranda,  computer  software  and  programming,  budgets  and  other
financial  information,  and  other materials or records or writings of any type
(including  any  copies  thereof  and  regardless  of  the  medium  in which the
information  exists)  made, used or obtained by Executive in connection with his
employment  by  the  Company.

                                       VI.

                                 NON-COMPETITION

          Executive  agrees that given the extent and nature of the Confidential
Information  he  obtains  during  the  course  of  his  employment,  it would be
inevitable  that such Confidential Information would be disclosed or utilized by
the  Executive  should  he obtain employment from, or become associated with, an
entity  or  person  that is engaged in a business whose products or services are
substantially similar in function or capability to the products or services then
being  developed,  manufactured  or  sold  by  the  Company, and are marketed to
substantially  the  same type of user as that to which the products and services
of the Company are marketed or proposed to be marketed.  In order to protect the
Confidential  Information Executive obtains during the course of his employment,
Executive  agrees  that,  so  long  as  Executive  is  employed  by the Company,
Executive  shall  not,  without the prior written consent of the Company, either
directly  or  indirectly,  including  without  limitation through a partnership,
joint  venture,  corporation  or  other  entity  or as a consultant, director or
employee,  engage  in  a  business  whose products or services are substantially
similar  in  function  or  capability  to  the  products  or services then being
developed,  manufactured  or  sold  by  the  Company,  and  are  marketed  to
substantially  the  same type of user as that to which the products and services
of  the  Company  are marketed or proposed to be marketed.  Nothing herein shall
prohibit  Executive  from making a passive investment in up to five percent (5%)
of  the equity of a publicly held company which would otherwise be prohibited by
this  Section  VI.

                                      VII.

                                  MISCELLANEOUS

          7.1     Successors;  Binding  Agreement.  This  Agreement shall not be
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terminated  by the voluntary or involuntary dissolution of the Company or by any
merger  or  consolidation,  whether  or  not  the  Company  is  the surviving or
resulting  corporation,  or upon any transfer of all or substantially all of the
assets  of  the  Company.  In  the  event  of  any such merger, consolidation or
transfer of assets, the provisions of this Agreement shall bind and inure to the
benefit  of  the


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<PAGE>
surviving  or  resulting  corporation,  or  the corporation to which such assets
shall  have  been  transferred,  as the case may be; provided, however, that the
Company  will  require any successor to all or substantially all of the business
and/or assets of the Company, by agreement in form and substance satisfactory to
Executive,  to  expressly assume and agree to perform this Agreement in the same
manner  and  to the same extent that the Company would be required to perform it
if  no  such  succession  had  taken  place.

          7.2     Arbitration.  In consideration for the mutual benefits arising
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from  the employment relationship entered contemporaneously with this Agreement,
Executive  and  the  Company  agree  as  follows:

          Any  claim,  dispute, or controversy, including but not limited to any
claim,  dispute,  or  controversy  which  would  first have to be filed with the
California  Department  of  Fair  Employment and Housing (DFEH) and/or the Equal
Employment  Opportunity  Commission (EEOC), and would otherwise require or allow
resort  to any court or other governmental dispute resolution forum, between the
Company  and  Executive  arising from, related to, or having any relationship or
connection  whatsoever  with Executives employment by the Company, whether based
on  tort, contract, statutory, or equitable law, or otherwise, including Federal
Title  VII  claims (with the sole exception of claims arising under the National
Labor Relations Act which are brought before the National Labor Relations Board;
claims  for  medical  and  disability  benefits  under  the  California  Workers
Compensation  Act,  and  Employment  Development  Department  claims),  shall be
submitted  to  and  determined  exclusively by binding arbitration in accordance
                                -----------
with  the Arbitration Rules of JAMS and in conformity with the procedures of the
California  Arbitration  Act,  and  not  by way of a trial by jury.  Pursuant to
Section  1283.05  of  the California Code of Civil Procedure, each party will be
entitled  to  all  methods of discovery incorporated therein, and all additional
methods  of  discovery  otherwise  necessary  to vindicate the issues raised, as
required  by  law.  Judgment  upon  the  award rendered by the arbitrator may be
entered  in  any court having jurisdiction.  Though Executive has no contractual
right  to  attorneys fees by this agreement, Executive is entitled to all relief
otherwise available in court, including the recovery of costs and attorneys fees
where  expressly  provided  by  law.

          The  arbitration  hearing  and all proceedings in connection therewith
shall  take  place in Orange County, California.  There shall be one arbitrator,
chosen  by  mutual agreement of the Executive and the Company. If the arbitrator
shall  not  have  been  selected  within thirty (30) days after dispute has been
submitted  to JAMS, the appointment shall be made by JAMS.  The arbitrator shall
be a lawyer or judge who appears on the lists of JAMS, shall be a neutral party,
and shall be familiar with employment agreements.  Each party shall pay the fees
of  his  or  her  own  attorneys,  unless  attorneys'  fees  are  awarded to the
prevailing  party  pursuant  to  law,  and the expenses of his or her witnesses.
Each  party  will  be  responsible  for all reasonable filing and administrative
costs  and fees that each party would otherwise be required to pay if the action
was  brought before a court of law, except the Company agrees to pay the fees of
the  arbitrator and any other expenses unique to arbitration.  At the conclusion
of  the  arbitration,  the arbitrator will provide a written decision disclosing
the  essential  findings  and  conclusions  upon  which the award is based.  The
arbitrators  decision  will  be final and binding and no further remedies may be
sought  by  either  party.

          This  Agreement  contains  the  entire  agreement  between the parties
regarding  arbitration  of claims arising out of the employment relationship and
supercedes  all  such  prior  oral  and  written  agreements,  understandings,
commitments,  and  practices  between  them,  including  all


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<PAGE>
prior  arbitration  agreements  and/or  employment agreements to the extent such
agreements  contain an agreement to arbitrate, whether or not fully performed by
Executive  before  the date of this agreement. No oral modifications, express or
implied,  may  alter  or vary the terms of this Agreement. No amendments to this
Agreement may be made except by a writing signed by both parties. No employee or
supervisor  of  the  Company  is  authorized  to alter or vary the terms of this
Agreement  except  by  written  agreement  by the President. Any representations
contrary  to  this  Agreement,  express  or implied, written or oral, are hereby
disclaimed.

          BY  INITIALING  BELOW,  BOTH  EXECUTIVE  AND THE COMPANY UNDERSTAND BY
VOLUNTARILY  AGREEING  TO THIS BINDING ARBITRATION PROVISION, BOTH EXECUTIVE AND
ACU  GIVE  UP  THEIR  RIGHTS  TO  TRIAL  BY  JURY.


     ----------------------               -----------------------
     Company                              Executive

          7.3     No  Waiver.  The  waiver  by  either  party of a breach of any
                  ----------
provision  of this Agreement shall not operate as or be construed as a waiver of
any  subsequent  breach  thereof.

          7.4     Governing Law.  This Agreement shall be construed and enforced
                  -------------
in  accordance  with  the  laws  and  decisions  of  the  State  of  California.

          7.5     Entire  Agreement;  Modifications.  This  Agreement represents
                  ---------------------------------
the  entire  agreement between the parties with respect to the matters set forth
herein  and  supersedes  all  prior  agreements  and  understandings between the
parties  relating  to the employment of Executive by the Company, and it may not
be  changed  or  terminated orally.   No modification, termination, or attempted
waiver  of  any  other  provisions  of  this  Agreement shall be valid unless in
writing  signed  by  the  party  against whom the same is sought to be enforced.

          7.6     Jurisdiction;  Venue.  The  parties do hereby agree and submit
                  --------------------
to  personal  jurisdiction  in  the  State of California for the purposes of any
proceedings  brought  to  enforce  or construe the terms of this Agreement or to
resolve any dispute or controversy relating to Executive's employment or arising
under, as a result of, or in connection with this Agreement, and do hereby agree
and  stipulate  that  any  such  proceedings  shall be venued and held in Orange
County,  California.


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<PAGE>
          IN  WITNESS  WHEREOF,  the  parties  have  executed and delivered this
Agreement  as  of  the  day  and  year  first  above  written.


                                          "COMPANY":


                                          GolfGear International, Inc., a Nevada
                                          corporation

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

                                          "EXECUTIVE":

                                          -------------------------------------
                                          Name:  Chris Holiday



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<PAGE>
                                    EXHIBITS

                EXHIBIT A      Stock Option Agreement

                EXHIBIT B      Employee Proprietary
                               Information and Inventions
                               Agreement


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