FULBRIGHT & JAWORSKI L.L.P.

                             ATTORNEY FEE AGREEMENT

          THIS  AGREEMENT  is  made by and between GolfGear International, Inc.,
and its wholly-owned subsidiaries, Gear Fit Golf Company, Pacific Golf Holdings,
Inc.,  Bel  Air  - Players Group, Inc., GGI, Inc., and Leading Edge (referred to
herein  collectively  as "Client"), and Fulbright & Jaworski L.L.P. (referred to
herein  as  "Attorneys"  or  "Fulbright").

          1.     Services  to  Be  Provided by Attorneys.  Client hereby engages
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Attorneys  to provide all legal services reasonably required to represent Client
in  connection  with  negotiating  and  obtaining  agreements with any person or
entity  (collectively,  "Potential  Infringers")  licensing  the technology (the
"Client  Technology")  described  in  or claimed by U.S. Patents Nos. 5,024,437,
5,094,383, 5,255,918, 5,261,663, 5,261,664, 5,344,140, 5,417,419, and 5,720,673,
presently  pending foreign and/or domestic patent applications, and in any other
intellectual  property  related  to  forged insert technology head golf clubs or
components  thereof  ("Licensing  Agreements").  Subject  to  the  provisions of
Section  7  below,  Client  may  also  engage  Attorneys  to represent Client in
litigation  relating  thereto ("Potential Infringer Litigation").  Client hereby
acknowledges that Attorneys are not Client's general counsel and that acceptance
of  this  engagement  by  Attorneys does not involve representation of Client or
Client's  business  interests  in  any  matter other than in obtaining Licensing
Agreements  and,  subject  to  the  provisions  of  Section  7  below, Potential
Infringer  Litigation.  Attorneys'  representation  of Client in connection with
negotiating and obtaining Licensing Agreements and, subject to the provisions of
Section  7 below, in connection with Potential Infringer Litigation is sometimes
herein  called  the  "Representation."  Fulbright  will  represent Client in the
Representation.  It  is anticipated that Billy Robbins, Of Counsel to Fulbright,
will  be  the  principal  attorney  involved  in  efforts  to  obtain  Licensing
Agreements  with Potential Infringers; but other attorneys and firm personnel of
Fulbright  will  participate  in the Representation if, in Fulbright's judgment,
their  participation  is  necessary  or  appropriate.

          2.     Fees.  As  compensation  for  the  services  to be performed by
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Attorneys pursuant to Section 1 above, Client agrees to pay contingent fees (the
"Contingent  Fee")  to  Attorneys  as  follows:

               a.     The  Contingent Fee shall be a percentage (the "Contingent
Fee  Percentage") of any and all recoveries from any Potential Infringers.  Such
recoveries include, by way of example but not limitation, royalties, payments in
lieu  of royalties, paid-up license fees, settlement payments, damages, punitive
or  exemplary  damages,  attorney  fee  awards,  or  otherwise  (collectively,
"Recoveries")  without  deduction  for  costs  and expenses.  The Contingent Fee
Percentage  shall  be applied pro rata to all Recoveries received by Client, and
the  Contingent  Fee  Percentage  of  each  amount  of  Recoveries is payable to
Attorneys  when  such  amount  of  Recoveries  is received by Client.  If Client
enters  into  a  Licensing  Agreement  with  a Potential Infringer providing for
payment  of  periodic  royalties  or license fees over a period of time of which
Client  is  obligated to pay the Contingent Fee Percentage to Attorneys pursuant
to  this  Agreement,  Client  will,  if requested by Attorneys, direct that such
Potential  Infringer  pay  directly  to  Attorneys the applicable Contingent Fee
Percentage  of  all  such  royalty  or license fee


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payments  to  be applied toward payment of the Contingent Fee owing by Client to
Attorneys  hereunder.

               b.     The  Contingent  Fee  Percentage is 33-1/3% (one-third) of
any  Recoveries  received  under  or  arising  out  of any Licensing Agreements,
settlement  agreements  or  other  agreements  reached  between  Client  and any
Potential  Infringer  where  such Licensing Agreements, settlement agreements or
other  agreements  are  entered  into  prior  to  the commencement of litigation
relating  to the Client Technology by Client against such Potential Infringer or
by  such  Potential  Infringer  against  Client.

               c.     The  Contingent  Fee  Percentage is 40% (forty percent) of
any  Recoveries  received  by  Client from any Potential Infringer following the
commencement  of  any  litigation  relating  to  the Client Technology by Client
against  such Potential Infringer or by such Potential Infringer against Client,
whether  such  Recoveries  are  received  as  damages,  collection  of judgment,
settlement, or as a result of Licensing Agreements or other agreements with such
Potential  Infringer entered into following the commencement of such litigation.

          3.     Charges  for Other Services and Expenses.  Client agrees to pay
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Attorneys  and  third  party  vendors,  in  accordance  with this Section 3, all
charges for other services and expenses incurred in performing legal services in
connection  with  the  Representation.  Such  charges  and expenses may include,
without  limitation,  long-distance  telephone  calls,  facsimile  and  other
electronic  transmissions,  messenger  and other delivery fees, postage, charges
for  computer research and outside assisted legal research, travel expenses such
as  mileage, parking, airfare, meals, and hotel accommodations, photocopying and
other reproduction charges, computerized research, conference expenses, clerical
staff  overtime,  word  processing  charges,  charges for computer time, process
server's fees, filing fees and other charges assessed by courts and other public
agencies,  court  reporter's fees, videographer's fees, jury fees, witness fees,
investigator's fees, trial presentation expenses, expert's fees, or consultant's
fees,  and  other  similar  items.  In  situations  where  Attorneys can readily
determine  the  exact  amount  of expenses for products and services provided by
third  parties  to  be  charged  to  Client's  account, Attorney's invoices will
reflect  the  cost to Attorneys of the product or services.  In many situations,
however,  the  total  cost  of  providing  a  product or service is difficult to
establish,  in  which case Attorneys will use their professional judgment on the
charges  to  be made for such product or service, which charges may vary from or
exceed  Attorneys'  direct cost of such product or service.  In some situations,
if  requested  by  Client  Attorneys  can  arrange  for ancillary services to be
provided by third parties with direct billing to the Client.  Attached is a copy
of  Attorneys'  current  recharge  schedule  for  expenses and services provided
through  Attorneys'  Los Angeles office, which is subject to change from time to
time.  Charges  for  expenses  and  services  provided  through other offices of
Attorneys  may  vary  from  the  attached  Los Angeles office recharge schedule.
Invoices  from third party vendors above a nominal amount will be sent to Client
for  payment  directly  to  the  vendor  and  Client  agrees  to make payment in
accordance  with  the  vendor's  credit  terms.  Charges  for other services and
expenses  as  described  in this Section 3 shall not be deducted from Recoveries
before  application  of  the Contingent Fee Percentage as set forth in Section 2
above.

          4.     Cooperation  of Client.  In order to enable Attorneys to render
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services  described in this Agreement effectively, Client shall be truthful with
Attorneys  in  discussing  the


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Representation  and  shall  disclose to Attorneys, fully and accurately and on a
timely  basis,  all  facts  and  documents that are or might be material or that
Attorneys  may  request,  and  shall keep Attorneys apprised of all developments
regarding the Representation that are or might be material and provide Attorneys
access to all files and records of Client relevant to the Representation. Client
shall  otherwise  cooperate  with  Attorneys  in the Representation and shall be
reasonably  available  to  attend  meetings, court appearances, depositions, and
other proceedings in connection with the Representation. Attorneys agree that no
Licensing  Agreement  with,  or  settlement  of  Client's  claims  against,  any
Potential  Infringer  will  be  made without approval of Client. In this regard,
however,  Client  has advised Attorneys that, even though Client would prefer to
obtain  better  terms,  Client  believes  that  a  Licensing Agreement requiring
payment  by  a  Potential  Infringer of Two Dollars ($2) per wood type golf club
and/or  Fifty  Cents  ($0.50)  per  iron type golf club utilizing or which would
infringe  on  the  Client  Technology which has been or is produced by or for or
marketed  by  the  Potential  Infringer  or pursuant to such Licensing Agreement
during the life of the above described Patents included in the Client Technology
(the  "Acceptable  Licensing Criteria") is a royalty that would be acceptable to
the  industry  and one that would be acceptable to Client. Client agrees that it
will  not  enter  into  a  Licensing  Agreement or settlement with any Potential
Infringer  without  first  consulting  with Attorneys, but Client shall have the
right  to  determine  whether  to  accept  or  to decline to accept any proposed
Licensing  Agreement  or  settlement  with  any  Potential  Infringer.

          5.     Retainer.  Client  hereby  agrees  to  pay  to  Attorneys, upon
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execution  of  this  Agreement,  a  retainer  (the  "Retainer") in the amount of
$7,500.  This  Agreement shall not become effective until Attorneys receive such
Retainer.  The  Retainer  will  be  treated  as  an unearned advance and will be
placed  in  a  pooled  interest-bearing  trust  account.  That  trust account is
established  and  governed  by  rules adopted by a bar association in California
whose  rules apply to attorneys practicing in Attorneys' Los Angeles office, and
all  accrued interest will be paid to a charitable fund in accordance with those
rules.  Attorneys  will  send  Client  an  interim invoice for charges for other
services  and  expenses  incurred  by Attorneys pursuant to Section 3 above on a
monthly basis.  It is agreed that Attorneys may apply the retainer to Attorneys'
interim invoices for charges for other services and expenses pursuant to Section
3  above,  and each invoice will clearly show the amount of the Retainer that is
so  applied.  In  each  instance, Client shall pay Attorneys the amount shown on
the  invoice  necessary to bring the Retainer back to the $7,500 level, plus any
excess  charges  for  expenses  and  services  not  paid  by  application of the
Retainer,  within  thirty (30) days after Client's receipt of Attorneys' invoice
for  such charges.  After satisfaction of any such invoices that are outstanding
at  the  conclusion  of  the  Representation, any unused portion of the Retainer
shall be refunded to Client.  Client hereby authorizes Attorneys to withdraw the
Retainer  from  the trust account and apply the Retainer in the manner set forth
herein.

          6.     Independent  Counsel.  Client  acknowledges that Attorneys have
                 --------------------
advised  Client that Client may seek advice of an independent lawyer of Client's
choice  before entering into this Agreement and that Client has had a reasonable
opportunity  to  do  so.  Client  further  acknowledges that Attorneys have been
willing to represent Client on an hourly billing rate basis and that, after full
consideration  of  Client's financial position and other matters, Client desires
to  enter  into  the  Contingent  Fee  arrangement  set forth in this Agreement.
Client  acknowledges  that  this Agreement is fair and reasonable to the Client.


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          7.     Litigation  Involving  Potential  Infringers.  Attorneys  and
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Client  acknowledge  that,  with  respect  to  any  or all Potential Infringers,
Attorneys  and  Client  may  be  unsuccessful  in negotiating suitable Licensing
Agreements  and,  consequently,  that Client may desire to proceed in litigation
against  one  or  more  Potential  Infringers.  However,  in  view of Attorneys'
undertaking  to  devote  time  and efforts in attempting to negotiate and obtain
Licensing  Agreements  with  Potential  Infringers, Client has assured Attorneys
that  Client  will  afford  Attorneys  at  least one year after the date of this
Agreement  within  which to attempt to obtain suitable Licensing Agreements with
Potential  Infringers  before Client will elect to proceed in litigation against
such  Potential  Infringers,  except  as  to  any  Potential  Infringer  who has
instituted litigation against Client, unless Attorneys and Client mutually agree
otherwise.  In  this regard, Attorneys and Client further acknowledge that after
commencing  efforts  to negotiate Licensing Agreements with any or all Potential
Infringers, such Potential Infringers may institute declaratory judgment actions
to  challenge  the  validity  of  the Client Technology or infringement thereof.
Client  agrees  that Attorneys shall first be given the opportunity to represent
Client  in  any litigation involving Potential Infringers in accordance with the
terms  of  this  Agreement, and that if Attorneys represent Client in litigation
with  Potential  Infringers,  the Contingent Fee Percentage set forth in Section
2.c  above  shall  apply.  Client  acknowledges that Attorneys, after good faith
evaluation  of all economic and legal criteria deemed relevant by Attorneys, may
decline  such  Potential Infringer Litigation representation with respect to any
Potential  Infringer and agrees that a decision by Attorneys to decline any such
Potential  Infringer Litigation representation shall be final and conclusive and
that  Attorneys  shall  have  no  liability  to  Client  for  declining  such
representation.  In  this  regard, Attorneys have informed Client that, based on
the  information provided to Attorneys by Client to date, Attorneys would not be
willing  to undertake to represent Client in Potential Infringer Litigation with
a Potential Infringer on a contingent fee basis because of uncertainty as to the
amount  and  value  of  Recoveries,  if  any,  which  might  be obtained in such
Potential  Infringer  Litigation.  Attorneys  have  informed  Client  that, as a
matter  of  policy,  in  view  of  the  potentially  very  significant amount of
attorneys'  time  that might be required to be devoted to representing Client in
Potential  Infringer  Litigation,  Attorneys  would  not  be willing to consider
representing  Client  in  such  litigation  on  a  contingent  fee  basis unless
Attorneys  were  confident,  in  their  professional  judgment,  that sufficient
Recoveries  would be obtained in such litigation to provide a Contingent Fee for
Attorneys  in an amount and value at least equal to three hundred percent (300%)
of  Fulbright's  normal  hourly rates for the time of attorneys and time-keeping
personnel which might be required to be devoted to such representation, assuming
that  clear  and  convincing  evidence  of  wrongful  infringement on the Client
Technology  by such Potential Infringer had been obtained, and that even greater
potential  Recoveries  would  be  required  or  Attorneys might simply refuse to
consider  undertaking such representation if factual or legal issues exist as to
wrongful  infringement  on  the  Client  Technology.  Thus,  Client  expressly
acknowledges  that Attorneys may, and shall be entitled to, decline to represent
Client  in  Potential  Infringer Litigation with any Potential Infringer if,  in
Attorneys'  opinion,  material  factual  or  legal  issues  exist as to wrongful
infringement  on the Client Technology, or Attorneys conclude that the amount of
likely  Recoveries  which  might be obtained from such Potential Infringer might
not  be  sufficient  to  produce  a Contingent Fee for Attorneys which would, in
Attorneys' judgment and consistent with Attorneys' policy concerning undertaking
of  contingent  fee  representation,  be  sufficiently  in excess of Fulbright's
normal  hourly  rates for the time of attorneys and other time-keeping personnel
expected  to  be  devoted  to  such  litigation  to  justify,  from  Attorneys'
standpoint, the risk and cost to Attorneys of


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undertaking  such  representation  on a contingent fee basis, even if it appears
likely  that  Client  could  obtain  some amount of Recoveries in such Potential
Infringer  Litigation.  In the event that Client requests attorneys to represent
Client  in  Potential  Infringer  Litigation  with  any  Potential Infringer and
Attorneys  decline  such representation, and if Client is or becomes involved in
Potential  Infringer  Litigation  (either as a plaintiff or defendant) with such
Potential Infringer, Attorneys shall withdraw from representation of Client with
respect  to  this  matter only, and shall have no further duties to Client, with
respect  to  disputes,  controversies, litigation or dealings between Client and
such  particular  Potential Infringer and, except as hereinafter provided, shall
have  no  interest  in  any  Recoveries  obtained by Client from such particular
Potential  Infringer;  provided  that  Client  shall  remain  obligated  to  pay
Attorneys'  charges  for other services and expenses pursuant to Section 3 above
which  are  incurred  by Attorneys prior to or incident to their withdrawal from
representation of Client with respect to such particular Potential Infringer. It
is expressly provided, however, that if Attorneys decline to represent Client in
Potential Infringer Litigation with a Potential Infringer and therefore withdraw
from  representation of Client with respect to such Potential Infringer pursuant
to  this  Section  7, and if Attorneys have obtained and recommended that Client
accept  a  firm  offer  from  such Potential Infringer to enter into a Licensing
Agreement  (a  "Proposed  Licensing  Agreement")  containing  terms  at least as
favorable  to  Client as the Acceptable Licensing Criteria, then notwithstanding
Attorneys'  withdrawal  from  representation  of  Client  with  respect  to such
Potential Infringer, Attorneys shall nevertheless be entitled to receive payment
(to  the extent possible, and subject to any limitation imposed under applicable
rules  of professional conduct) of so much of any Recoveries thereafter obtained
by  Client  from such Potential Infringer (whether by final judgment, settlement
agreement,  negotiated  Licensing Agreement, or otherwise) as shall be equal, in
amount  or  value,  to  the  Contingent  Fee  to which Attorneys would have been
entitled  to  be paid out of the Recoveries that Client would have been entitled
to  receive  from  such  Potential  Infringer  if  Client  had  entered into the
applicable  Proposed Licensing Agreement with such Potential Infringer as of the
date of Attorneys' withdrawal from representation of Client with respect to such
Potential  Infringer.  Further,  it  is  agreed  and  stipulated that Attorneys'
declining  and  withdrawing from representation of Client in Potential Infringer
Litigation  with  any one particular Potential Infringer shall not be considered
withdrawal  by Attorneys from representation of Client with respect to any other
Potential  Infringer  or Potential Infringers; and, in any such event, Attorneys
shall  continue to represent Client in Licensing Agreement representation or (if
applicable under the foregoing provisions of this Section 7) Potential Infringer
Litigation with respect to any other Potential Infringer or Potential Infringers
(if  any)  as to whom Attorneys have not withdrawn from representation of Client
pursuant  to  the  foregoing  provisions  of this Section 7, and Attorneys shall
continue  to  be  entitled  to  their  Contingent Fee with respect to Recoveries
obtained  by  Client from such other Potential Infringer or Potential Infringers
(if  any).

          8.     Conflicts;  Relationships  with  Others.  Before  accepting the
                 ---------------------------------------
Representation,  Attorneys  have  undertaken reasonable and customary efforts to
determine  whether  there are any potential conflicts of interest that would bar
Attorneys  from  representing  Client  in  the  Representation.  Based  on  the
information  available  to  Attorneys,  Attorneys are not aware of any potential
disqualification  to represent Client as against any of the Potential Infringers
which  have  been  identified  to  Attorneys by Client.  Attorneys reviewed that
issue  in  accordance  with  the rules of professional responsibility adopted in
California.  Attorneys  believe  that  those rules, rather than the rules of any
other  jurisdiction, are applicable to the Representation; and the execution and
return  of  the  enclosed  copy  of  this letter by Client


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represents  an  express agreement to the applicability of those rules. Attorneys
represent  many  companies  and  individuals;  and  Client  acknowledges  the
possibility that Attorneys' relationship with other companies or individuals who
might  be  or  become  Potential Infringers may limit or preclude the ability of
Attorneys  to  represent  Client  in  Licensing  Agreement  matters or Potential
Infringer  Litigation with respect to such particular Potential Infringers under
applicable  rules  of  professional  responsibility.  Accordingly,  Client
acknowledges and agrees that Attorneys will not be obligated to represent Client
in negotiating or obtaining Licensing Agreements with, or in Potential Infringer
Litigation  with,  a  particular Potential Infringer if Attorneys are prohibited
from  so doing under applicable rules of professional responsibility in the good
faith  judgment  of  Attorneys.

          If  a controversy unrelated to the Representation which is the subject
of  this  Agreement  develops  between  Client and any other client of Attorneys
while  such  Representation  is  continuing, Attorneys will decline to represent
either  client,  unless  consent  is  given  by  both clients that Attorneys may
represent  one  or  the  other  in  the  unrelated  controversy.

          In  addition  to  Attorneys'  representation  of  other  companies and
individuals,  Attorneys  also  regularly  represent  lawyers and law firms. As a
result,  opposing  counsel  in connection with the Representation of Client with
respect  to  one  or  more Potential Infringers may be a lawyer or law firm that
Attorneys  may represent now or in the future. Likewise, one or more of opposing
counsel  in connection with the Representation may represent Attorneys now or in
the future. Further, Attorneys have professional and personal relationships with
many  other  attorneys,  often  because of participation in bar associations and
other  professional  organizations.  It is Attorneys' professional judgment that
such  relationships  with  other  attorneys  do  not adversely affect Attorneys'
ability  to  represent  any  client.  The acceptance of this Agreement by Client
represents  an  unqualified  consent to any such relationships between Attorneys
and other lawyers or law firms, even counsel who is representing a party that is
adverse  to  Client in connection with the Representation that is the subject of
this  Agreement  or  in  some  other  matter.

          9.     Grant  of  Lien.  Client  hereby grants Attorneys a lien on any
                 ---------------
and  all causes of action which Client may assert in any court action brought or
defended by Attorneys on Client's behalf under this Agreement, to secure payment
of the Contingent Fee and other amounts owing or to become owing to Attorneys by
Client in connection with the Representation.  Such lien shall be in addition to
all  other  rights  of  Attorneys  to  receive sums owing from Client under this
Agreement.

          10.     Insurance.  Pursuant  to  Section  6147 or Section 6148 of the
                  ---------
California  Business  and  Professions  Code,  as  applicable,  Attorneys hereby
disclose  that  Attorneys  maintain  errors  and  omissions  insurance  coverage
applicable  to  the  services  to  be  performed  by  Attorneys.

          11.     Disclaimers  and Limitations.  Attorneys have made no promises
                  ----------------------------
or  guarantees  to  Client  concerning  the  outcome  of the Representation, and
nothing  in  this  Agreement  shall be construed as such a promise or guarantee.
Any  expressions  of Attorneys' concerning the outcome of the Representation, or
any  other  legal matters, are based on Attorneys' professional judgment and are
not  guarantees.  Such  expressions,  even  when  described  as  opinions,  are
necessarily  limited  by  Attorneys'  knowledge  of  the  facts and are based on
Attorneys'  views  of  the  state  of  the  law  at the time they are expressed.


<PAGE>
          As  lawyers,  Attorneys undertake to provide representation and advice
on  the  legal  matters  for  which  Attorneys are engaged.  It is important for
Attorneys'  clients  to  have  a  clear understanding of the legal services that
Attorneys  have  agreed  to provide.  Thus, if there are any questions about the
scope  of the Representation that Attorneys are to provide under this Agreement,
Client  is urged to raise those questions promptly, so that they may be resolved
at  the  outset  of  the  Representation.

          Attorneys  have  been  engaged to provide legal services in connection
with  the  Representation  as  specifically  defined  in  this Agreement.  After
completion  of  the  Representation, changes may occur in the applicable laws or
regulations  that  could affect Client's future rights and liabilities in regard
to  the  Client  Technology.  Unless  Attorneys  are  actually engaged after the
completion  of  the  Representation to provide additional advice on such issues,
Attorneys  have  no  continuing  obligation  to  give advice with respect to any
future  legal  developments  that  may  pertain  to  the  Client  Technology.

          It  is  Attorneys' policy and Client's agreement that the only persons
or  entities  that Attorneys represent in connection with the Representation are
the  corporation  GolfGear  International,  Inc.  and  the specific wholly owned
subsidiaries of GolfGear International, Inc. named in this agreement and who are
parties  hereto,  and  that  Attorneys'  attorney-client  relationship  does not
include  any  other  related  persons  or  entities.  Further,  each  of  the
subsidiaries  of  GolfGear International, Inc. who are parties to this agreement
expressly agree that Attorneys shall report only to GolfGear International, Inc.
as  the "Client" under this agreement and shall be entitled to, and are directed
to,  rely  upon  the decisions and directions of GolfGear International, Inc. in
connection  with  this  agreement as the binding decisions and directions of all
such subsidiaries and as the decisions and directions of the "Client" under this
agreement.  Without  limiting  the generality of the foregoing, Attorneys do not
represent  any  related  parent  companies, subsidiaries, affiliates, employees,
officers,  directors,  shareholders,  partners,  commonly  owned corporations or
partnerships, or other such persons, entities, or affiliates other than GolfGear
International,  Inc.  and  the  specific  wholly  owned subsidiaries of GolfGear
International,  Inc. named in this agreement and who are parties hereto, whether
now  existing  or  hereafter  becoming  such  by  virtue of merger, dissolution,
acquisition,  or  any other means.  Accordingly, it is understood that Attorneys
may  represent  another  client with interests adverse to any such affiliated or
related  person  or  entity  without  first  obtaining  consent  from  Client.

          12.  Termination  of  Services.
               -------------------------

               a.     Client  shall  have  the  right  at  any time to terminate
Attorneys'  services  upon  written  notice  to  Attorneys,  and Attorneys shall
immediately  after receiving such notice cease to render additional services and
shall  have  no  further  duty  or  obligation  to  Client to perform additional
services  in  connection  with  the  Representation.

               b.     If  Client fails to meet any of Client's obligations under
this  Agreement, Attorneys shall have the right to terminate this Agreement, and
Client  shall  take  all  steps necessary to free Attorneys of any obligation to
perform  further,  including  without  limitation the execution of any documents
necessary  to  complete  Attorneys'  discharge  or  withdrawal.  The  right  of
Attorneys  hereunder is in addition to those created by statute or recognized by
rules  of  professional  conduct.


<PAGE>
               c.     Termination of Attorneys' services by Client under Section
12.a  above  or  termination  of  this Agreement by Attorneys under Section 12.b
above  or  pursuant to applicable statute or rules of professional conduct shall
not, however, relieve Client of the obligation to pay the fees due Attorneys for
services  rendered and charges for other services and expenses incurred prior to
such  termination or in connection with a transition of representation of Client
to  other  attorneys  or  impair  Attorneys'  rights to receive fees and recover
charges  for  other services and expenses as provided by the California Rules of
Professional  Conduct and authorities interpreting such rules.  Further, without
limiting  the  foregoing, in the event that a change of control of Client occurs
(as,  for  example,  as a result of a sale of all or a controlling percentage of
the  stock of Client to another person or party other than the current owners of
Client's  outstanding  stock) and Client terminates Attorneys' services incident
to  or  following such change of control and abandons Client's efforts to obtain
Licensing  Agreements  or  pursue  Potential Infringer Litigation with Potential
Infringers,  Client  shall  nevertheless  be and remain obligated to pay fees to
Attorneys  for  Attorneys' services to the date of such termination (in addition
to  any  Contingent  Fee earned by Attorneys pursuant to this Agreement prior to
termination  of Attorneys' services) in an amount equal to the greater of (i) an
amount  equal to Fulbright's standard hourly rates for the time of the attorneys
and  other time-keeping personnel of Fulbright devoted to the Representation  to
the  date  of termination of Attorneys' services, or (ii) an amount equal to the
fair  value  of Attorneys' services in connection with the Representation to the
date of termination of Attorneys' services determined on a quantum meruit basis,
in  each  case,  however,  limited  to the maximum amount, if any, of fees which
Attorneys  are authorized to require Client to pay under the California Rules of
Professional Conduct and authorities interpreting such rules in light of all the
facts  and  circumstances  involved.


          13.     Voluntary  Arbitration.  The parties understand that Attorneys
                  ----------------------
are  required  to arbitrate any fee dispute under this Agreement.  Client agrees
to  such  arbitration  by  the  Los  Angeles  County Bar Association pursuant to
California  Business  and  Professions Code Section 6200.  Subject to applicable
bar  rules,  the  prevailing  party in any such arbitration shall be awarded its
reasonable  costs  and  attorneys' fees incurred in connection with the dispute.

          14.     Confidentiality  of  Agreement.  This  Agreement  is  a
                  ------------------------------
confidential  communication  between  Attorneys  and  Client,  as  provided  in
California  Business  and  Professions Code Section 6149 and California Evidence
Code Section 952.  Client and Attorneys agree to maintain the confidentiality of
this  Agreement  as  provided  and  permitted  by  law,  excepting  disclosure
obligations  of  Client  with  respect  to securities or other regulatory filing
obligations.

          15.     Severability.     If  any  term or provision of this Agreement
                  ------------
is  finally  determined by any court, arbitrator or other tribunal to be void or
unenforceable  in  whole  or in part or as to any person, party or circumstance,
this  Agreement shall nevertheless be and remain valid and enforceable as to all
terms  and  provisions hereof and as to all persons, parties or circumstances as
to which this Agreement is not thus determined to be void or unenforceable; and,
notwithstanding any such determination, this Agreement shall be and remain valid
and  shall  be  enforced,  as  to each term and provision hereof, to the maximum
extent  permitted  by  applicable  laws  and  rules  of  professional  conduct.


<PAGE>
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
_____  day  of  __________________,  2001.



CLIENT:                                 ATTORNEYS:

GolfGear International, Inc.            Fulbright & Jaworski L.L.P.



By                                      By
  --------------------------------        -------------------------------
  Name:                                       Peter H. Mason, Partner
        --------------------------
  Title:
        --------------------------

Gear Fit Golf Company



By
  --------------------------------
  Name:
        --------------------------
  Title:
        --------------------------

Pacific Golf Holdings, Inc.



By
  --------------------------------
  Name:
        --------------------------
  Title:
        --------------------------

Bel Air - Players Group, Inc.



By
  --------------------------------
  Name:
        --------------------------
  Title:
        --------------------------

GGI, Inc.



By
  --------------------------------
  Name:
        --------------------------
  Title:
        --------------------------


<PAGE>
Leading  Edge


By
  --------------------------------
  Name:
        --------------------------
  Title:
        --------------------------


<PAGE>
<TABLE>
<CAPTION>
                          FULBRIGHT & JAWORSKI L.L.P.
                                  (Los Angeles)

                          Expenses and Services Summary



EXPENSE/SERVICE                           CHARGE
<S>                                       <C>

Binding                                   .75 - $1.00 per book
                                          (Pricing varies in other office locations)

Data Base Research
   Lexis, Westlaw, Information America    Direct Cost or Allocation of Direct Cost
                                          (varies based on search type)

Deliveries
   Overnight/Express                      Direct Cost
   Outside Courier                        Direct Cost
   In-House                               N/A (Pricing varies in other office locations)
   Courthouse Messengers                  Outside service-actual cost
                                          (Pricing varies in other office locations)

Document Scanning                         $ 1.50 per page

Duplicating
   Photocopy                              $ 0.15 per page
   Microfilm/Microfiche                   $ 0.50 per page
   Videography (duplication)              5.00/tape plus $20.00/duplication

Electronic Mail (via Internet)            No Charge

Library Research by Library Staff         75.00 to $110.00 per hour

Weekend & Late Evening Air Conditioning   N/A
                                          (Pricing varies in other office locations)

Postage                                   Direct Cost on any item or group of items
                                          which cost $1.00 or more


<PAGE>
Secretarial Overtime                      40.00 per hour plus supper allowance paid
                                          for overtime in excess of 2 hours per day
                                          during the week and 6 hours per day on
                                          weekends (Pricing varies in other office locations).

Facsimile (Outgoing)                      0.50 per page plus applicable LD charges

Telephone - Long Distance (Domestic)      $ 0.15 per minute
     Long Distance (International)        Allocation of direct cost which varies by
                                          location of call.

File Storage Retrieval                    N/A
                                          (Pricing varies in other office locations)

Transportation
   Mileage (personal automobile)          Applicable IRS allowable rate per mile
   Lodging                                Direct Cost
   Meals                                  Direct Cost
   Car Rental/Airline/Rail/Etc.           Direct Cost

CD-ROM Research                           30.00 - $50.00 per Search
                                          (rate varies based on length of search)

Graphic Arts                              55.00 to $115.00 per hour, plus direct cost
                                          of supplies
</TABLE>


<PAGE>