UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-QSB

[X]  QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934

                  For the Quarterly Period Ended March 31, 2003

[ ]  TRANSITION  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

              For the transition period from _________ to _________

                        Commission File Number: 0-28007

                          GOLFGEAR INTERNATIONAL, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                 Nevada                              43-1627555
     -------------------------------           ----------------------
     (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)           Identification Number)


            5285 Industrial Drive, Huntington Beach, California 92649
         --------------------------------------------------------------
                    (Address of principal executive offices)

                                 (714) 899-4274
                           --------------------------
                          (Issuer's telephone number)

                                 Not applicable
               ---------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for the past 90 days.   Yes [X]  No [ ]

As of May 15, 2003, the Company had 37,681,154 shares of common stock issued and
outstanding.

Transitional  Small  Business  Disclosure  Format:  Yes  [  ]  No  [X]

Documents  incorporated  by  reference:  None.


                                        1
<PAGE>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES

                                      INDEX


PART I. FINANCIAL INFORMATION

     Item 1.   Financial Statements

               Consolidated Balance Sheets - March 31, 2003 (Unaudited)
                 and December 31, 2002

               Consolidated Statements of Operations (Unaudited) - Three
                 Months Ended March 31, 2003 and 2002

               Consolidated Statements of Cash Flows (Unaudited) - Three
                 Months Ended March 31, 2003 and 2002

               Notes to Consolidated Financial Statements (Unaudited) -
                 Three Months Ended March 31, 2003 and 2002

     Item  2.  Management's Discussion and Analysis or Plan of Operation

PART II. OTHER INFORMATION

     Item  2 - Recent sales of unregistered securities


SIGNATURES


EXIBITS


                                        2
<PAGE>
<TABLE>
<CAPTION>
                  GolfGear International, Inc. and Subsidiaries

                          Consolidated Balance Sheets

                                                            March 31, 2003    December 31, 2002
                                                           ----------------  -------------------
ASSETS                                                        (Unaudited)
<S>                                                        <C>               <C>

 Current assets:
  Cash                                                     $        50,665   $          117,018
  Accounts receivable, net of allowance for doubtful
  accounts of $116,837 and $99,079, respectively                   313,840              302,216
  Inventories                                                      483,216              492,904
  Prepaid expenses                                                  56,384               58,053
                                                           ----------------  -------------------
 Total current assets                                              904,105              970,191

 Property and equipment, net of accumulated depreciation            94,033               98,740

 Other assets:
  Patents and trademarks, net of accumulated amortization           91,966              100,515
  Deferred financing costs                                         229,357              315,366
  Prepaid marketing costs and other assets                         610,134              609,534
                                                           ----------------  -------------------
 Total assets                                              $     1,929,595   $        2,094,346
                                                           ================  ===================

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:
  Accounts payable and accrued expenses                    $       903,809   $          967,108
  Accrued product warranties                                       116,249              116,102
  Accrued interest payable                                         127,043               89,449
  Bank line of credit                                              164,521               70,894
  Notes payable to stockholders                                    200,000              200,000
  Notes payable                                                     83,177               83,177
  Convertible debentures                                         2,100,000            2,100,000
  Deferred licensing revenue                                        62,969               75,000
  Other current liabilities                                          1,600                1,600
                                                           ----------------  -------------------
 Total current liabilities                                       3,759,368            3,703,330



 Stockholders' deficit:
  Common stock, $.001 par value; authorized - 50,000,000
  shares; issued and outstanding - 37,681,154 shares
   and 34,856,154 shares, respectively                              37,681               34,856
  Additional paid-in capital                                    13,086,188           12,808,763
  Common stock purchase receivable note                           (951,969)            (945,164)
  Deferred compensation                                            (92,042)            (100,409)
  Accumulated deficit                                          (13,909,631)         (13,407,030)
                                                           ----------------  -------------------
 Total stockholders' deficit                                    (1,829,773)          (1,608,984)
                                                           ----------------  -------------------
 Total liabilities and stockholders' deficit               $     1,929,595   $        2,094,346
                                                           ================  ===================
</TABLE>
                 See notes to consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                  GolfGear International, Inc. and Subsidiaries

                Consolidated Statements of Operations (Unaudited)


                                           Three Months Ended March 31,
                                                2003          2002
                                            ------------  ------------
<S>                                         <C>           <C>
 Sales, net                                 $   545,245   $   377,780
 Cost of goods sold                             328,338       216,263
                                            ------------  ------------
   Gross profit                                 216,907       161,517

 Operating Expenses:
   Selling and marketing                        189,951       113,339
   Tour and pro contracts                        21,234         8,871
   Bad debt expense                              17,758        11,333
   General and administrative                   384,683       221,902
   Depreciation and amortization                 19,507        13,410
                                            ------------  ------------
 Total operating expenses                       633,133       368,855

 Loss from operations                          (416,226)     (207,338)

 Other income (expense):
   Other                                         40,181             -
   Interest income                                6,809             -
   Interest expense                            (133,365)       (6,183)
   Loss on disposal of asset                          -       (26,769)
                                            ------------  ------------
 Net loss                                   $  (502,601)  $  (240,290)
                                            ============  ============

 Loss per common share - basic and diluted  $     (0.01)  $     (0.01)
                                            ============  ============

Weighted average number of common shares
outstanding - basic and diluted              36,020,321    17,894,454
                                            ============  ============
</TABLE>

                See notes to consolidated financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                        Consolidated Statements of Cash Flows (Unaudited)

                                  Three Months Ended March 31,


                                                                                  2003        2002
                                                                               ----------  ----------
<S>                                                                            <C>         <C>
Cash Flows From Operating Activities
  Net loss                                                                     $(502,601)  $(240,290)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Amortization of deferred compensation                                          8,367           -
    Depreciation and amortization                                                 19,508      13,410
    Accrued interest                                                              86,009           -
    Amortization of deferred financing costs                                      (6,805)          -
    Provision for obsolete inventory                                                   -           -
    Provision for bad debts                                                       17,758      11,333
    Other income                                                                 (22,626)          -
    Loss on disposal of asset                                                          -      26,769
    Deferred revenue                                                             (12,031)          -
    Changes in operating assets and liabilities:
      (Increase) decrease in:
        Accounts receivable                                                      (29,382)    100,186
        Inventories                                                                9,688      93,014
        Prepaid expenses                                                           1,669      (4,475)
        Prepaid marketing costs and other assets                                    (600)          -
      Increase (decrease) in:
        Accounts payable and accrued expenses                                    (40,673)   (121,916)
        Accrued product warranties                                                   147       4,780
        Accrued interest payable                                                  37,594       3,581
        Accrued officer's compensation                                                 -      17,819
                                                                               ----------  ----------
  Net cash used in operating activities                                         (433,978)    (95,789)
                                                                               ----------  ----------

Cash Flows From Investing Activities
  Purchases of property and equipment                                             (6,252)     (1,444)
                                                                               ----------  ----------

Cash Flows From Financing Activities
  Proceeds from sale of common stock                                             280,250           -
  Repayments of short term borrowings                                                  -     (15,243)
  Borrowings under bank line, net                                                 93,627      (3,015)
                                                                               ----------  ----------
  Net cash provided by (used in) financing activities                            373,877     (18,258)
                                                                               ----------  ----------

Net Decrease in Cash                                                             (66,353)   (115,491)
Cash at the Beginning of Period                                                  117,018     120,135
                                                                               ----------  ----------
Cash at the End of Period                                                      $  50,665   $   4,644
                                                                               ==========  ==========

Cash Paid For Interest                                                         $   6,761   $   2,510
                                                                               ==========  ==========
</TABLE>
                 See notes to consolidated financial statements.


                                        5
<PAGE>
                  GolfGear International, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
                   Three Months Ended March 31, 2003 and 2002


1.   BASIS  OF  PRESENTATION

     The  consolidated financial statements as of and for the three months ended
     March  31,  2003 have been prepared assuming that the Company will continue
     as  a  going  concern, which contemplates the realization of assets and the
     satisfaction  of liabilities in the normal course of business. The carrying
     amounts  of  assets and liabilities presented in the consolidated financial
     statements do not purport to represent the realizable or settlement values.
     The Company has suffered recurring operating losses and requires additional
     financing to continue operations. For the three months ended March 31, 2003
     the  Company  incurred losses from operations of $416,226 and a net loss of
     $502,601  and used cash in operating activities of $433,978 and as of March
     31,  2003  had  a  working capital deficit of $2,855,263 and a stockholders
     deficit of $1,829,773. As a result of these factors, there is a substantial
     doubt  about  the  Company's  ability  to  continue  as  a  going  concern.

     The  Company  is  attempting  to  increase  revenues through various means,
     including  expanding  brands and product offerings, new marketing programs,
     and  possibly direct marketing to customers, subject to the availability of
     operating  working  capital  resources.  To  the extent that the Company is
     unable to increase revenues in 2003, the Company's liquidity and ability to
     continue  to  conduct  operations  may  be  impaired.

     The Company will require additional capital to fund operating requirements.
     The  Company  is  exploring  various  alternatives  to  raise this required
     capital,  including  convertible debentures, private infusion of equity and
     various  collateralized  debt  instruments,  but there can be no assurances
     that  the Company will be successful in this regard. To the extent that the
     Company  is  unable to secure the capital necessary to fund its future cash
     requirements  on  a  timely  basis  and/or  under  acceptable  terms  and
     conditions,  the Company may have to substantially reduce its operations to
     a  level  consistent  with  its  available  working  capital resources. The
     Company may also be required to consider a formal or informal restructuring
     or  reorganization.

     GolfGear International, Inc. and its subsidiaries (collectively, "GolfGear"
     or the "Company") designs, develops and markets golf clubs and related golf
     products.

     GolfGear,  formerly  Harry  Hurst, Jr., Inc. ("HHI") was incorporated under
     the  laws  of  the  State  of  Nevada on October 9,1997. The Company is the
     successor  entity  resulting  from  December 5, 1997 reorganization between
     GolfGear  International,  Inc.  ("GGI"),  which has been active in the golf
     business since 1990, and HHI, a non-operating public shell corporation. HHI
     changed  its


                                        6
<PAGE>
     name to GolfGear International, Inc., and GGI changed its name to GGI, Inc.
     and  remains a wholly-owned subsidiary of the Company. Each share of Common
     Stock  of  GGI  was exchanged for 3.5235 shares of Common Stock of HHI. The
     shareholders of GGI, constituting 90% of the then outstanding Common Stock,
     became  the  controlling  shareholders  of  the  Company.  For  accounting
     purposes,  the  acquisition  of  GGI  by  HHI has been treated as a reverse
     acquisition  of  GGI  with  GGI  considered  the  acquirer.


2.   INVENTORIES

     Inventories  consisted  of  the  following:


                          March 31,   December 31,
                            2003         2002
                         ----------  -------------
                         (unaudited)

       Component parts   $  125,123  $     189,616
       Finished goods       358,093        303,288
                         ----------  -------------

                         $  483,216  $     492,904
                         ==========  =============



3.   BANK  LINES  OF  CREDIT

     The  Company  has  a $250,000 bank line collateralized by eligible accounts
     receivable.  The  line  of  credit  matures  on  December 9, 2003 and bears
     interest  at  28%  annually.  Interest  is  payable  monthly.  Outstanding
     borrowings  at  March  31,  2003  and  December 31, 2002, were $123,259 and
     $26,253  respectively.

     The Company also has an unsecured $70,000 line of credit with another bank.
     Interest  is payable monthly at a variable rate (10.25% at March 31, 2003).
     Outstanding  borrowings  at  March  31,  2003  and  December 31, 2002, were
     $41,262  and $44,641, respectively. This is a revolving line of credit with
     no  maturity  date  personally  guaranteed  by  the  Company's  Founder.

4.   NOTES  PAYABLE  AND  NOTES  PAYABLE  TO  STOCKHOLDERS

     Notes  payable  consisted  of  the  following:

                                               March 31,   December 31,
                                                2003         2002
                                             ----------  -------------
                                             (unaudited)
     Notes payable to individuals, payable
     on demand plus interest at rates
      ranging from prime to 18%              $   83,177  $      83,177
                                             ==========  =============

     On  November  20, 2002 the Company entered into a loan agreement with Peter
     Pocklington,  its  Chairman  and  Chief  Executive  Officer  whereby  Mr.
     Pocklington  loaned the Company $200,000. As consideration for the loan the
     Company  agreed  to  an  amendment to a stock


                                        7
<PAGE>
     pledge  agreement and released 9,029,518 shares of Common Stock held by the
     Company  as security for payment of a promissory note due for Pocklington's
     purchase  of 15,000,000 shares of Common Stock. The promissory note remains
     collateralized  by  3,303,482  shares  of Common Stock to secure the unpaid
     balance of the promissory note less the loan to the Company. The loan bears
     interest  at  9  1/2%  and  is due on June 20, 2003. The Company's board of
     directors  unanimously  approved  the  transaction  by  written  consent on
     November  20,  2002.

     On June 6, 2002, GolfGear International, Inc. (the "Company") completed the
     sale  of  $2,100,000  of  convertible  debentures.  The  debentures  are
     convertible  into  common  stock  at $0.25 per share for a period of twelve
     (12)  months  commencing  six  (6)  months  after  the  initial sale of the
     debentures.  The Company's patents, trademarks, and other intangible assets
     secured  the  debentures.  For  each  share  of  common  stock  issued upon
     conversion of the debentures, one (1) common stock purchase warrant will be
     issued,  which  will be exercisable for a period of eighteen (18) months at
     $0.10  per  share. The costs associated with the issuance of the Debentures
     have  been  capitalized  and are being amortized over the 18 months. If the
     Debentures  convert  to  equity  prior to the 18-month term the unamortized
     portion  will  be  debited  to  additional paid in capital. Pursuant to the
     terms  as  outlined above the balance of any debentures that do not convert
     to  equity  is  due  and  payable  December  6,  2003.

5.   STOCKHOLDERS'  EQUITY

     During  the  three months ended March 31, 2002 the Company canceled 100,000
     shares issued to a former employee and issued 5,000 shares in consideration
     to  the  extension  granted  on  a  certain  note  payable.

     During  the  three months ended March 31, 2003 the Company issued 2,800,000
     shares  of  common  stock for exercised warrants at $0.10 per share. During
     the  three  months ended March 31, 2003 the Company issued 25,000 shares of
     common  stock  for  exercised  options  at  $0.01  per  share.

     On  April 8, 2002, the Company entered into a stock purchase agreement (the
     "Agreement")  with  Wyngate  Limited, a Jersey Limited Company ("Wyngate"),
     whereby  Wyngate  agreed  to  purchase  15,000,000  shares of the Company's
     Common  Stock  at  $0.075  per  share  for  an  aggregate purchase price of
     $1,125,000.  Of the purchase price, $200,025 was paid upon execution of the
     Agreement and Wyngate executed a promissory note with interest at 2.88% per
     annum  in favor of the Company for the balance of $924,975. Pursuant to the
     promissory  note,  the  balance  is  due  and  payable  October  8,  2003.

6.   SEGMENT  AND  GEOGRAPHIC  INFORMATION;  MAJOR  CUSTOMERS

     The  Company  operates  in  one  business  segment.  The  Company  sells to
     customers  in  the United States, the Far East and Europe. During the three
     months ended March 31, 2003 the Company had sales of $545,245 (100%) in the
     United  States.  During  the  three  months  ended March 31, 2002, sales to
     customers  in  the  United  States,  the  Far East and Europe were $303,024
     (80%),  $56,032  (15%)  and  $18,724  (5%),  respectively.


                                        8
<PAGE>
     During  the  three months ended March 31, 2003, two customers accounted for
     61%  of  total  sales.  At March 31, 2003, two such customers accounted for
     $227,225  (72%)  of  net accounts receivable. During the three months ended
     March  31,  2002,  three customers accounted for approximately 45% of total
     sales.  At  March 31, 2002, two such customers accounted for $213,072 (71%)
     of  net  accounts  receivable


7.   COMMITMENTS

     The  Company  entered  into  an  at-will  employment  agreement  with Chris
     Holiday,  its  senior  vice-president of sales and marketing, dated January
     21, 2003. The agreement provides for a base salary of $175,000 per year and
     a  health  benefit  allowance  of  $400  per  month.  The  agreement may be
     terminated  for  cause,  as defined in the agreement, without any severance
     benefits.  In  the  event of termination without cause Mr. Holiday shall be
     entitled  to  receive  a severance benefit of (i) four (4) months salary in
     effect on the date of termination, (ii) health benefits for the same period
     and,  (iii)  acceleration  of  vesting  on  500,000  shares of Common Stock
     options  if  termination  occurs  during  the  first year of employment. In
     addition,  Mr.  Holiday  was  granted  an  option  to  purchase two million
     (2,000,000)  shares  of  the Company's Common Stock at fair market value at
     date of grant or $.20 per share. These shares were granted outside the Plan
     (hereinafter  defined).

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     Cautionary  Statement  Pursuant  to  Safe  Harbor Provisions of the Private
     Securities  Litigation  Reform  Act  of  1995:

     This  Quarterly  Report on Form 10-QSB for the quarterly period ended March
     31,  2003  contains  "forward-looking"  statements  within  the  meaning of
     Section 27A of the Securities Act of 1933, as amended, including statements
     that  include  the  words  "believes", "expects", "anticipates", or similar
     expressions.  These  forward-looking  statements  include,  among  others,
     statements  concerning  the  Company's  expectations  regarding its working
     capital requirements, gross margin, results of operations, business, growth
     prospects,  competition  and  other  statements  of  expectations, beliefs,
     future  plans  and  strategies,  anticipated  events or trends, and similar
     expressions  concerning  matters  that  are  not  historical  facts.  The
     forward-looking statements included in this Quarterly Report on Form 10-QSB
     for  the  quarterly  period  ended March 31, 2003 involve known and unknown
     risks, uncertainties and other factors that could cause the actual results,
     performance  or achievements of the Company to differ materially from those
     expressed in or implied by the forward-looking statements contained herein.

     Overview:

     The  consolidated financial statements as of and for the three months ended
     March  31,  2003 have been prepared assuming that the Company will continue
     as  a  going  concern, which contemplates the realization of assets and the
     satisfaction  of liabilities in the normal course of business. The carrying
     amounts  of  assets and liabilities presented in the consolidated financial
     statements do not purport to represent the realizable or settlement values.


                                        9
<PAGE>
     The Company has suffered recurring operating losses and requires additional
     financing  to  continue operations. For the months ended March 31, 2003 the
     Company  incurred  losses  from  operations  of  $416,226 and a net loss of
     $502,601  and used cash in operating activities of $433,978 and as of March
     31,  2003  had  a  working capital deficit of $2,855,263 and a stockholders
     deficit of $1,829,773. As a result of these factors, there is a substantial
     doubt  about  the  Company's  ability  to  continue  as  a  going  concern.

     The  Company  is  attempting  to  increase  revenues through various means,
     including  expanding  brands and product offerings, new marketing programs,
     and  possibly direct marketing to customers, subject to the availability of
     operating  working  capital  resources.  To  the extent that the Company is
     unable to increase revenues in 2003, the Company's liquidity and ability to
     continue  to  conduct  operations  may  be  impaired.

     The Company will require additional capital to fund operating requirements.
     The  Company  is  exploring  various  alternatives  to  raise this required
     capital,  including  convertible debentures, private infusion of equity and
     various  collateralized  debt  instruments,  but there can be no assurances
     that  the Company will be successful in this regard. To the extent that the
     Company  is  unable to secure the capital necessary to fund its future cash
     requirements  on  a  timely  basis  and/or  under  acceptable  terms  and
     conditions,  the Company may have to substantially reduce its operations to
     a  level  consistent  with  its  available  working  capital resources. The
     Company may also be required to consider a formal or informal restructuring
     or  reorganization.

Results  of  Operations

Three  Months  ended  March  31,  2003  and  2002  -

     Net  sales increased to $545,245 in 2003 from $377,780 in 2002, an increase
     of $167,465 or 44.3%. The increase in net sales in 2003 as compared to 2002
     is  a  result  of  the  Company's  new  marketing  efforts  and  the public
     acceptance/demand  for the Company's new product line. In order to continue
     to  increase sales, the Company will require additional capital to fund the
     increased  sales  and  marketing activities, as well as increased inventory
     levels.

     Gross  profit  increased  to  $216,907  in  2003 from $161,517 in 2002, but
     decreased as a percentage of net sales to 39.8% in 2003 from 42.8% in 2002.
     The  decrease in gross profit margin in 2003 as compared to 2002 was due to
     the  Company's  new  pricing/costing  structure. The Company has reduced it
     wholesale  prices  and  increased some key component costs while offering a
     new  and  improved  product  line.

     Selling  and marketing expenses increased to $189,951 in 2003 (34.8% of net
     sales)  from  $113,339 in 2002 (30.0% of net sales), an increase of $76,612
     or  67.6%.  Selling and marketing expenses increased in 2003 as compared to
     2002  as  a  result of the Company's continued efforts to increase sales in
     2003.  The  Company  has  launched  several new marketing programs offering
     promotional  point  of  purchase  displays,  printed  brochures,  and other
     promotional  materials,  as  well  as  a  print  advertisement  campaign.

     Tour  and  pro  contract expenses increased to $21,234 in 2003 (3.9% of net
     sales)  from  $8,871 in 2002 (2.3% of net sales), an increase of $12,363 or
     139.4%.  Tour  and  pro


                                       10
<PAGE>
     contract  expenses increased in 2003 as compared to 2002 as the Company has
     entered  into  new  obligations  with  nationally known golf professionals.

     Bad  debt  expense  increased  to  $17,758 in 2003 from $11,333 in 2002, an
     increase  of  $6,425.  Bad  debt  in  these two periods was calculated as a
     percentage  of sales - the increase in the bad debt expense is a reflection
     of  the  increased  in  sales.

     General and administrative expenses increased to $384,683 in 2003 (70.6% of
     net  sales)  from  $221,902  in  2002  (58.7% of net sales), an increase of
     $162,781  (73.4%).  The  $162,781  increases  in general and administrative
     expenses are due to increase in salaries, insurance and legal expenses. The
     increases  in salaries are due to new hires (President and SVP of Sales and
     Marketing),  as  the  Company  has  assembled  a  new  team  of  executive
     professionals targeted at future growth. The increases in insurance are due
     to  expanded  coverage  and  all  of  the legal expenses were in the normal
     course  of  business.

     Depreciation  and amortization increased to $19,507 in 2003 from $13,410 in
     2002,  an  increase  of  $6,097  or  45.5%. The increase is a result of the
     acquisition  of  certain  intangible  and  fixed  assets.

     Interest  expense  increased  to  $133,365  in 2003 from $6,183 in 2002, an
     increase  of  $127,182  or  2,057.0%.  The  primary reason for the increase
     expense  was  the  issuance  of  the  convertible  debentures including the
     amortization  of  the finder's fees. The convertible debentures were issued
     in  June  of 2002 and they bear interest at seven percent (7%). The sale of
     the  debenture  resulted  in $516,054 in capitalized financing costs. These
     costs  are  being  amortized  over  the  18-month  life  of  the debenture.

     Net  loss  was  $502,601  for  the  three  months  ended March 31, 2003, as
     compared  to  a  net  loss of $240,290 for the three months ended March 31,
     2002.  The  primary  reason  for  the  increased  loss  was the increase in
     marketing  expenses  (especially  those  associated  with the new marketing
     efforts), the overall increase in general and administrative expenses (most
     notable  the new salaries) and the increase in interest expense (due to the
     convertible  debentures  including  the amortization of the finder's fees).

Liquidity  and  Capital  Resources  -  March  31,  2003:

     The  Company  is  attempting  to  increase  revenues through various means,
     including  expanding  brands and product offerings, new marketing programs,
     and  possibly direct marketing to customers, subject to the availability of
     operating  working  capital  resources.  To  the extent that the Company is
     unable to increase revenues in 2003, the Company's liquidity and ability to
     continue  to  conduct  operations  may  be  impaired.

     The  Company  will require substantial additional capital to fund operating
     requirements.  The  Company is exploring various alternatives to raise this
     required  capital,  including  convertible  debentures, private infusion of
     equity  and  various  collateralized  debt instruments, but there can be no
     assurances  that  the  Company  will  be  successful in this regard. To the
     extent  that  the Company is unable to secure the capital necessary to fund
     its  future  cash  requirements  on  a timely basis and/or under acceptable
     terms  and  conditions,  the  Company  may have to substantially reduce its
     operations  to  a  level  consistent  with  its  available  working capital
     resources.  The  Company  may  also  be  required  to  consider a


                                       11
<PAGE>
     formal  or  informal  restructuring  or  reorganization.

     Operating  Activities.  The  Company's operations utilized cash of $433,978
     during the three months ended March 31, 2003, as compared to utilizing cash
     of  $95,789  during  the three months ended March 31, 2002. The increase in
     cash  utilized  in  operating  activities  in  2003 as compared to 2002 was
     primarily  a  result  of  increased  losses  and cash utilized for accounts
     receivable.  At  March 31, 2003, cash and cash equivalents had decreased by
     $66,353,  as  compared  to  $117,018  at December 31, 2002. The Company had
     working  capital  deficit  of  $2,855,263 at March 31, 2003, as compared to
     working  capital  deficit  of  $2,733,139  at December 31, 2002, reflecting
     current  ratios  of  0.24:1  and  0.26:1 at March 31, 2003 and December 31,
     2002,  respectively.

     Investing  Activities.  During  the  three  months ended March 31, 2003 and
     2002,  net  cash  used in investing activities for the purchase of property
     and  equipment  was  $6,252  and  $1,444,  respectively.

     Financing  Activities.  The  Company received $280,250 from the exercise of
     common  stock  warrants and options during the three months ended March 31,
     2003.

     The  Company  has  a $250,000 bank line collateralized by eligible accounts
     receivable.  The  line  of  credit  matures  on  December 9, 2003 and bears
     interest  at  28%  annually.  Interest  is  payable  monthly.  Outstanding
     borrowings  at  March  31,  2003  and  December 31, 2002, were $123,259 and
     $26,253  respectively.

     The Company also has an unsecured $70,000 line of credit with another bank.
     Interest  is payable monthly at a variable rate (10.25% at March 31, 2003).
     Outstanding  borrowings  at  March  31,  2003  and  December 31, 2002, were
     $41,262  and $44,641, respectively. This is a revolving line of credit with
     no  maturity  date  personally  guaranteed  by  the  Company's  Founder.

     On June 6, 2002, GolfGear International, Inc. (the "Company") completed the
     sale  of  $2,100,000  of  convertible  debentures.  The  debentures  are
     convertible  into  common  stock  at $0.25 per share for a period of twelve
     (12)  months  commencing  six  (6)  months  after  the  initial sale of the
     debentures.  The Company's patents, trademarks, and other intangible assets
     secured  the  debentures.  For  each  share  of  common  stock  issued upon
     conversion of the debentures, one (1) common stock purchase warrant will be
     issued,  which  will be exercisable for a period of eighteen (18) months at
     $0.10  per  share. The costs associated with the issuance of the Debentures
     have  been  capitalized  and are being amortized over the 18 months. If the
     Debentures  convert  to  equity  prior to the 18-month term the unamortized
     portion  will  be  debited  to  additional paid in capital. Pursuant to the
     terms  as  outlined above the balance of any debentures that do not convert
     to  equity  is  due  and  payable  December  6,  2003.

     During  the  three months ended March 31, 2002 the Company reclassed $8,500
     under  short-term  notes from certain of its shareholders. During the three
     months ended March 31, 2002, the Company repaid $15,243 of short-term notes
     to  unrelated  parties.

New  Accounting  Pronouncements:


                                       12
<PAGE>
     New  Accounting Pronouncements - In July 2002, the FASB issued SFAS No. 146
     which  nullifies  Emerging  Issues  Task  Force  Issue No. 94-3: "Liability
     Recognition  for  Certain  Employee Termination Benefits and Other Costs to
     Exit  an  Activity  (including Certain Costs Incurred in a Restructuring)".
     SFAS  No.  146 requires that a liability be recognized for those costs only
     when  the liability is incurred, that is, when it meets the definition of a
     liability in the FASB's conceptual framework. SFAS No. 146 also establishes
     fair  value as the object for initial measurement of liabilities related to
     exit or disposal activities. SFAS No. 146 is effective for exit or disposal
     activities  that  are  initiated  after  December  31,  2002,  with earlier
     adoption  encouraged.  Management  does not expect the adoption of SFAS No.
     146  to  have  a  material  impact  on  the Company's financial position or
     results  of  operations.

     In  December 2002 the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation-Transaction  and Disclosure." SFAS No. 148 amends SFAS No. 123
     to  provide alternative methods of transition for a voluntary change to the
     fair value based method of accounting for stock-based compensation. It also
     amends  the disclosure requirements of SFAS No. 123. If an entity elects to
     adopt  the  recognition  provisions  of  the  fair  value  based  method of
     accounting  for  stock-based compensation in a fiscal year beginning before
     December  16,  2003,  that change in accounting principle shall be reported
     using  either  the  (i)  prospective  method, (ii) the modified prospective
     method,  or (iii) the retroactive restatement method as defined in SFAS No.
     148.  SFAS  No. 148 is effective for fiscal years ending after December 15,
     2002.  Since the Company has elected to continue accounting for stock-based
     compensation  under  APB  No.  25,  the adoption of SFAS no. 148 has had no
     impact  to  the  Company's financial position or results of operations. The
     Company's  financial statement disclosures have been designed to conform to
     the  new  disclosure  requirements  prescribed  by  SFAS  No.  148.

PART  II.  OTHER  INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     (c)  Recent  sales  of  unregistered  securities

     During  the three months ended March 31, 2003, the Company issued 2,825,000
     shares  of common stock. Of that 2,800,000 shares were from the exercise of
     common  stock  warrants and 25,000 were from the exercise of stock options.

     During  the  three months ended March 31, 2002 the Company canceled 100,000
     shares issued to a former employee and issued 5,000 shares in consideration
     to the extension granted on a certain note payable. During the three months
     ended  March  31,  2002,  the  Company  did  not issue any stock options or
     warrants  to  purchase  common  stock.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K


(a)  Exhibits

     3.1  Articles of Incorporation (1)
     3.2  Certificate of Amendment of Articles of Incorporation (1)


                                       13
<PAGE>
     3.3  Certificate of Amendment of Articles of Incorporation (1)
     3.4  Articles of Merger (1)
     3.5  Bylaws (1)
     4.3   Binding Subscription Agreement for Purchase of Equity Securities (MC
           Corporation)(1)
     4.4   Certificate of Determination (1)
     10.1  Distribution Agreement (MC Corporation)(1)
     10.10 GolfGear International, Inc. 1997 Stock Incentive Plan (1)(C)
     10.13 Property Lease Agreement (2)
     10.14 Amended and Restated Agreement for Sale and Purchase of Assets
           between Bel Air Golf Company and GolfGear International, Inc. (2)
     10.15 Agreement for Sale and Purchase of Assets - Leading Edge (3)
     10.16 Personal Services Agreement - Peter Alliss (3)
     10.17 Exclusive Distribution Agreement (4)
     10.18 Subscription Agreement dated March 7, 2002(5)
     10.19 Stock Purchase Agreement dated April 8, 2002(5)
     10.20 Promissory Note dated April 8, 2002(5)
     10.21 Stock Pledge Agreement dated April 8, 2002(5)
     10.22 Employment Agreement (Michael A. Piraino) (4)
     10.23 Employment Agreement (Donald A. Anderson) (4)
     10.24 Loan Agreement (Peter H. Pocklington) (4)
     10.25 Employment Agreement (Chris Holiday) (4)
     10.26 Attorney Fee Agreement (Fulbright & Jaworski LLP) (4)
     10.27 Nike (6)
     21    Subsidiaries of the Registrant (1)
     99.1  Patents (1)
     99.2  Trademarks (1)
     99.3  Certifications Pursuant to Sarbanes-Oxley Act of 2002 (4)

Footnotes:

     (1)  Previously filed as an Exhibit to the Company's Registration Statement
          on  Form  10-SB  dated  November  11, 1999, and incorporated herein by
          reference.
     (2)  Previously  filed as an Exhibit to the Company's Annual Report on Form
          10-KSB  for  the fiscal year ended December 31, 1999, and incorporated
          herein  by  reference.
     (3)  Previously  filed as an Exhibit to the Company's Annual Report on Form
          10-KSB  for  the fiscal year ended December 31, 2000, and incorporated
          herein  by  reference.
     (4)  Previously  filed as an Exhibit to the Company's Annual Report on Form
          10-KSB  for  the fiscal year ended December 31, 2002, and incorporated
          herein  by  reference.
     (5)  Previously filed as Exhibits to the Company's Report on Form 8-K dated
          April  15,  2002.
     (6)  Filed  herein.


          Reports  on  Form  8-K  -  Three  Months  Ended  March  31, 2003: None


                                       14
<PAGE>
                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this report to be signed on its behalf by the undersigned thereunto duly
authorized.

                          GOLFGEAR INTERNATIONAL, INC.
                          ----------------------------

                                  (Registrant)


Date: May 20, 2003             By: /s/ Donald A. Anderson
                                   ----------------------
                                   Donald A. Anderson
                                   Founder, Director and Chief Executive Officer

Date: May 20, 2003             By: /s/ Michael A. Piraino
                                   -----------------------
                                   Michael A. Piraino
                                   President, Chief Operating Officer
                                   and Chief Financial Officer


                                       15
<PAGE>
                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of GolfGear International, Inc. (the
"Company") on Form 10-QSB for the three months ended March 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Michael A. Piraino, Chief Financial Officer, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or
          15(b) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material aspects, the financial condition and results of operations of
          the Company.



Date: May 20, 2003             By: /s/ Michael A. Piraino
                                  -----------------------
                                  Michael A. Piraino
                                  President, Chief Operating Officer
                                  and Chief Financial Officer


                                       16
<PAGE>
                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of GolfGear International, Inc. (the
"Company") on Form 10-QSB for the three months ended March 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Donald A. Anderson, Chief Executive Officer, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or
          15(b) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material aspects, the financial condition and results of operations of
          the Company.



Date: May 20, 2003             By: /s/ Donald A. Anderson
                                   ----------------------
                                   Donald A. Anderson
                                   Founder, Director and Chief Executive Officer


                                       17
<PAGE>
                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I,  Michael  A.  Piraino,  certify  that:

1)     I  have  reviewed this quarterly annual report on Form 10-QSB of GolfGear
International,  Inc.;

2)     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of  material  fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report.

3)     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition,  results of operation and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4)     The registrant's other  certifying  officers  and  I  are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

          a.   Designed  such  disclosure controls and procedures to ensure that
               material  information  relating  to the registrant, including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly  report  is  being  prepared;

          b.   Evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls  and  procedure as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c.   Presented  in  this  quarterly  report  our conclusions about the
               effectiveness  of the disclosure controls and procedures based on
               our  evaluation  as  of  the  Evaluation  Date;

5)     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

          a.   All  significant  deficiencies  in  the  design  or  operation of
               internal  controls  which could adversely affect the registrant's
               ability  to  record, process, summarize and report financial data
               and  have  identified  for the registrant's auditors any material
               weaknesses  in  internal  controls;  and

          b.   Any  fraud,  whether or not material, that involves management or
               other  employees  who have a significant role in the registrant's
               internal  controls;  and

6)     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date: May 20, 2003


                                       18
<PAGE>
                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I,  Donald  A.  Anderson,  certify  that:

1)     I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of GolfGear
International,  Inc.;

2)     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of  material  fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report.

3)      Based  on  my  knowledge,  the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition,  results of operation and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4)     The  registrant's  other  certifying officers  and I  are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

          c.   Designed  such  disclosure controls and procedures to ensure that
               material  information  relating  to the registrant, including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly  report  is  being  prepared;

          d.   Evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls  and  procedure as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          e.   Presented  in  this  quarterly  report  our conclusions about the
               effectiveness  of the disclosure controls and procedures based on
               our  evaluation  as  of  the  Evaluation  Date;

5)    The  registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

          d.   All  significant  deficiencies  in  the  design  or  operation of
               internal  controls  which could adversely affect the registrant's
               ability  to  record, process, summarize and report financial data
               and  have  identified  for the registrant's auditors any material
               weaknesses  in  internal  controls;  and

          e.   Any  fraud,  whether or not material, that involves management or
               other  employees  who have a significant role in the registrant's
               internal  controls;  and

6)     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date: May 20, 2003


                                       19
<PAGE>
                         NON-EXCLUSIVE LICENSE AGREEMENT


PARTIES:
-------

NIKE, Inc.                          "NIKE"


Pacific Golf Holdings, Inc.,        "GolfGear"
dba GolfGear International, Inc.


                                    ARTICLE I
                                   DEFINITIONS

     1.1  "Agreement"  means  this  Non-Exclusive  License  Agreement.
           ---------

     1.2  "Agreement Year" means the period beginning at the commencement of the
           --------------
NIKE fiscal quarter immediately following the Effective Date and ending one year
thereafter,  and  each  succeeding  one-year  period  during  the  term  of this
Agreement.

     1.3  "Effective  Date" means the date the last signer signs this Agreement.
           ---------------

     1.4  "Licensed  Patents"  means:
           -----------------

          1.4.1 The United States and foreign patents identified on EXHIBIT A to
                                                                    ---------
     this  Agreement, and any other patents relating to GolfGear's forged insert
     technology.

          1.4.2  any  patents  and  patent  rights  relating  to improvements or
     enhancements  to the inventions described and claimed in the patents listed
     in  Section  1.4.1.

          1.4.3  any  and  all  continuations, continuations in part, divisions,
     reissues,  patents  of  addition, renewals, and foreign counterparts of the
     above  patents;

     1.5  "Licensed  Products"  mean  any  products, the manufacture, use, sale,
           ------------------
offer for sale, or import of which, without a license, would infringe any of the
Licensed  Patents.

     1.6  "NIKE  Affiliate"  means  any  association,  partnership,  a  limited
           ---------------
liability  company,  corporation  or other entity controlling, controlled by, or
under  common  control  with  NIKE,  Inc.  The term "control" means the power to
direct  or  cause  the  direction  of  the management and policies of an entity,
whether  through  the  ownership of voting securities, by contract or otherwise.

                                   ARTICLE II
                         GRANT OF NON-EXCLUSIVE LICENSE

     During  the term of this Agreement, and subject to the terms and conditions
of  this  Agreement  (including  payment  of all applicable royalties), GolfGear
grants  NIKE  a  worldwide, royalty-bearing, non-exclusive license to make, have
made,  use,  offer to sell, sell, transfer, market, and import Licensed Products
and  to  practice  any  invention disclosed and claimed in the


                                        1
<PAGE>
Licensed Patents. GolfGear further grants NIKE the right to assign or sublicense
any  or  all of the rights granted in the preceding sentence to one or more NIKE
Affiliates.  Immediately  following  the  Effective  Date,  NIKE  will  grant
sublicenses  to  the  NIKE  Affiliates  listed  on  EXHIBIT  B.
                                                    -----------

                                   ARTICLE III
                                    ROYALTIES
     3.1  Payment.
          -------

          3.1.1  NIKE  will pay GolfGear royalties on sales of Licensed Products
     based  on  the  applicable  royalty  rates  indicated in Section 3.2 below.
     Royalties  will accrue at the time NIKE issues its invoice for the Licensed
     Products  and  will  be paid quarterly within 45 days after the end of each
     NIKE  fiscal quarter ending during the term of this Agreement, or within 45
     days  after  expiration or termination of this Agreement, as applicable. No
     royalties shall accrue or be payable with respect to Licensed Products that
     are  donated or given away as promotional items, and NIKE shall be entitled
     to  deduct  from  each  royalty  payment  any  royalties previously paid in
     respect  of  Licensed  Products previously sold but returned to NIKE during
     the  fiscal  quarter  or  other  period to which the payment relates. In no
     event  will  NIKE  and  NIKE  Affiliates  be required to make more than one
     royalty  payment in respect of the same golf club (If, for example, NIKE or
     a NIKE Affiliate sells a golf club to another NIKE Affiliate, which in turn
     sells  the  club to a consumer, the applicable royalty would accrue only on
     the  first  sale).

          3.1.2 With respect to sales of Licensed Products by NIKE Affiliates to
     which  NIKE  has  assigned  its  rights  or granted sublicenses pursuant to
     Article  II  of  this  Agreement,  NIKE  or its assignee or sublicensee, as
     applicable,  will  pay  to  GolfGear  royalties  in  amounts  equal  to the
     royalties  that  NIKE  would  have  been obligated to pay had NIKE sold the
     Licensed  Products itself. NIKE guarantees the payment of royalties by NIKE
     Affiliates.

          3.1.3  Notwithstanding  any  other provision of this Agreement, if any
     one  of  the  patents  listed  on EXHIBIT A is held by a court of competent
                                       ---------
     jurisdiction  to be void or unenforceable, all obligations of NIKE and NIKE
     Affiliates  to pay royalties to GolfGear under this Agreement based on that
     patent shall be suspended pending review and will terminate upon entry of a
     final,  non-appealable  order  declaring  the  patent  to  be  void  or
     unenforceable. If an initial holding that a patent is void or unenforceable
     is  overturned  on appeal, withdrawn or otherwise reversed, the obligations
     of NIKE and NIKE Affiliates to pay royalties to GolfGear in respect of such
     patent  shall  be  reinstated  back to the date of suspension, and NIKE and
     NIKE Affiliates shall pay all such back royalties within 45 days after such
     reinstatement.

     3.2  Royalty  Rates  and  Taxes.
          --------------------------

          3.2.1  The  royalty rate on [XXXX] sold during each Agreement Year. If
     sales  during the Agreement Year exceed [XXXX], the royalty rate applicable
     to  [XXXX] sold during the remainder of that Agreement Year will be reduced
     for  each  succeeding  increment  of  [XXXX] drivers in accordance with the
     following  table:


                                        2
<PAGE>
                         ------------------------------------
                         Number of [XXXX]  Royalty Rate [XXX]
                         ----------------  ------------------
                                XXX               XXX
                         ----------------  ------------------
                                XXX               XXX
                         ----------------  ------------------
                                XXX               XXX
                         ----------------  ------------------
                                XXX               XXX
                         ----------------  ------------------
                                XXX               XXX
                         ----------------  ------------------
                                XXX               XXX
                         ------------------------------------

     For  example, if the total number of [XXX] sold by NIKE and NIKE Affiliates
     during  a  given  Agreement  Year  is [XXX], the total royalties payable to
     GolfGear  for  that  Agreement  Year would be [XXX], calculated as follows:

[XXX]

          3.2.2  The  royalty rate on [XXXX] on the first [XXX] sold during each
     Agreement  Year.  If  sales  during  the  Agreement  Year exceed [XXX], the
     royalty  rate applicable to fairway woods sold during the remainder of that
     Agreement  Year  will  be reduced for each succeeding increment of [XXX] in
     accordance  with  the  following  table:

                         ------------------------------------
                         Number of [XXXX]  Royalty Rate [XXX]
                         ----------------  ------------------
                                XXX               XXX
                         ----------------  ------------------
                                XXX               XXX
                         ----------------  ------------------
                                XXX               XXX
                         ----------------  ------------------
                                XXX               XXX
                         ----------------  ------------------
                                XXX               XXX
                         ----------------  ------------------
                                XXX               XXX
                         ----------------  ------------------
                                XXX               XXX
                         ----------------  ------------------
                                XXX               XXX
                         ------------------------------------

     For  example, if the total number of [XXX] sold by NIKE and NIKE Affiliates
     during  a  given  Agreement  Year  is [XXX], the total royalties payable to
     GolfGear  for  that  Agreement  Year  would be [XXX] calculated as follows:

     [XXX]

     The  royalty  rate  on [XXX] will be [XXX] sold during each Agreement Year.

          3.2.3  NIKE  shall  bear  and  pay  all  taxes  imposed  by any taxing
     authority  as  a result of the existence of this Agreement, the exercise of
     NIKE's  rights  hereunder  or sales of Licensed Products, including without
     limitation  all  sales  and  value added taxes and import or export duties.
     Notwithstanding the foregoing, GolfGear shall bear any taxes based upon its
     own  income, including any income or withholding tax to be levied under the
     laws  of  any  foreign country on the income of GolfGear arising under this
     Agreement. If required to do so by applicable law, NIKE shall withhold such
     income  or  withholding  tax  from  the  amount of income to be remitted to
     GolfGear  and  pay it to the appropriate governmental authority. NIKE shall
     provide  to  GolfGear  appropriate  documentation  of


                                        3
<PAGE>
     such  withholding  and  payment  sufficient  for GolfGear to receive credit
     therefor  with  the  United  States  and  state  taxing  authorities  where
     permitted.

     3.3  Advance  Royalties.  NIKE  will  pay GolfGear [XXX] within thirty days
          ------------------
of  the  Effective Date as an advance on royalties that may otherwise become due
under  this  Agreement.  This  payment  is  non-refundable,  but  NIKE  and NIKE
Affiliates  may  set  off  this amount against amounts otherwise due and payable
under  this  Agreement.

     3.4  Reports  and  Records.
          ---------------------

          3.4.1 With each quarterly royalty payment, NIKE shall submit a written
     report  to  GolfGear  showing  the number of Licensed Products sold, broken
     down by product category (i.e., drivers, fairway woods, and irons), and the
     amount of royalties due and payable. Within 45 days after the expiration or
     termination  of  this Agreement, NIKE shall submit a written report showing
     all  Licensed  Products  sold  during  the  period  prior  to  the  date of
     expiration  or  termination  and  not  previously  reported  to  GolfGear.

          3.4.2  NIKE  shall  keep  true and accurate records, files or books of
     accounts  containing  the  data reasonably required for the computation and
     verification  of  the royalties to be paid under this Agreement. During the
     term  of  this  Agreement  and  three  (3)  years  after the termination or
     expiration  of this Agreement, NIKE shall permit GolfGear's duly authorized
     independent  accountant  reasonably  agreeable  to  NIKE  to  inspect  such
     records, files or books of accounts at GolfGear's expense at any reasonable
     time during usual business hours for the purpose of determining the amounts
     payable  by  NIKE.  NIKE  agrees  to  cooperate with and provide reasonable
     assistance  to  GolfGear's  accountants  as  may  be  requested  by them in
     conducting  their  inspection. If any such inspection reveals that NIKE has
     underpaid  royalties  to  GolfGear  by  an  amount  that  exceeds 3% of the
     royalties  that  should  have  been  paid  during the period covered by the
     inspection,  NIKE will pay GolfGear's reasonable audit costs in addition to
     the  full  amount  of  unpaid  royalties.

                                   ARTICLE IV
                        INTELLECTUAL PROPERTY PROTECTION

     4.1  Patent  Maintenance.  GolfGear  covenants  and  agrees  to  take  all
          -------------------
actions necessary to maintain the Licensed Patents continuously in force for the
full  term  available  under  law,  including  payment  of all maintenance fees,
annuities and the like, at GolfGear's sole expense. In the event that any of the
Licensed Patents expires prematurely as a result of non-payment of a maintenance
fee  when due, any and all royalties otherwise due under this Agreement based on
that  patent  shall  be deemed forfeited by GolfGear for the period during which
such  patent  is  not  in  force.

     4.2  Patent  Enforcement.
          -------------------

          4.2.1  NIKE  shall have the right, but no obligation, to institute any
     action  or  suit  against  third  parties  for  infringement  of any of the
     Licensed  Patents.  Subject  to Section 4.2.2 below, if NIKE institutes any
     such  action,  it  shall  be  done  solely  at  NIKE's expense with counsel
     selected  by  NIKE,  and  NIKE  shall  be  entitled to any and all monetary


                                        4
<PAGE>
     recovery,  including  damages,  settlement  payments,  attorney  fees  or
     otherwise,  up  to  the amount of NIKE's costs and expenses incurred during
     the  litigation.  Any  monetary  recovery in excess of the amount of NIKE's
     costs and expenses shall be split so that NIKE receives [XXX] of the excess
     and  GolfGear receives [XXX] of the excess. GolfGear agrees to cooperate in
     any  such  suit  and  to  join  as  a  party  plaintiff in any such lawsuit
     initiated  by  NIKE,  if requested by NIKE, with all costs, attorneys fees,
     and  expenses to by paid by NIKE except as provided in Section 4.2.2 below.

          4.2.2  If  NIKE  elects  to institute any action or suit against third
     parties  for  infringement  of  any of the Licensed Patents, GolfGear shall
     have  the  right  to  elect  to participate actively in the litigation with
     counsel  selected  by GolfGear, in which case GolfGear shall bear the costs
     of  its  own outside counsel, and other litigation costs and expenses shall
     be  borne  equally  by  the parties. If GolfGear makes such an election and
     continues  its  active  participation  throughout  the litigation, NIKE and
     GolfGear  shall  split  equally  any  monetary recovery, including damages,
     settlement  payments,  attorney  fees,  etc.

          4.2.3  Each  party  shall  notify  the  other  party in writing of any
     suspected  infringement(s)  of  the  Licensed  Patents and shall inform the
     other  party  of  any  evidence  of  such infringement(s). Each party shall
     notify  the  other  party in writing at least 30 days before commencing any
     action  or  suit  against  third  parties  for  infringement  of any of the
     Licensed  Patents.  If GolfGear is pursuing licensing activities with third
     parties and provides notice to NIKE thereof, then NIKE shall take no action
     with respect to such third parties without first obtaining written approval
     from  GolfGear.

          4.2.4  Neither  party shall settle any actions covered by this Section
     without  first obtaining the consent of the other party, which consent will
     not  be  unreasonably  withheld.

          4.2.5  NIKE agrees to exercise reasonable efforts to mark any Licensed
     Products with the patent number as may be appropriate under applicable law.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     5.1  Ownership  and  Rights.  GolfGear  represents  and warrants that it is
          ----------------------
the  sole  owner  of the Licensed Patents and has full right and power to extend
the  rights  granted  under  this  Agreement.

     5.2  No  Inconsistent  Agreements. GolfGear represents and warrants that it
          ----------------------------
has  not  made  and  will  not  make any agreements with or commitments to third
parties  that  are  inconsistent  with  the  grant  of  rights in this Agreement

     5.3  No  Encumbrances.  GolfGear  represents  and warrants that there is no
          ----------------
encumbrance  such  as  a mortgage or lien on any or all of the Licensed Patents,
other  than  the  convertible  subordinated  debenture  financing  substantially
completed  at  this  time.


                                        5
<PAGE>
     5.4  No  Infringement. GolfGear represents and warrants that to the best of
          ----------------
its  knowledge,  the exercise of the license rights granted under this Agreement
will  not  result  in an infringement of any third party's intellectual property
rights.

     5.5  Validity  and  Enforceability of Licensed Patents. GolfGear represents
          -------------------------------------------------
and  warrants  that  to  the  best  of its knowledge (including the knowledge of
GolfGear's patent prosecution counsel), there are no material issues relating to
the  validity  or  enforceability  of  the  Licensed  Patents.  GolfGear further
represents  and  warrants  that  GolfGear and its agents have not engaged in any
conduct  that  would  make  any  of  the  Licensed  Patents  void  or  otherwise
unenforceable.

     5.6  No  Infringement of GolfGear Patents. GolfGear represents and warrants
          ------------------------------------
that,  except  for  the Licensed Patents, GolfGear does not own any patent right
that  NIKE  would  infringe should it seek to practice the inventions claimed in
the  Licensed  Patents.  GolfGear  acknowledges  and  agrees that, to GolfGear's
actual knowledge, none of the golf clubs currently manufactured and sold by NIKE
and  NIKE  Affiliates  infringes any of the Licensed Patents or any other patent
rights  owned  by  GolfGear  or  its  affiliates.

                                   ARTICLE VI
                                 INDEMNIFICATION

     6.1  GolfGear's  Defense  and  Indemnification  of  NIKE.  GolfGear  will
          ---------------------------------------------------
defend,  indemnify  and  hold  harmless  NIKE  and  NIKE  Affiliates  and  their
respective  shareholders,  officers,  directors, employees, agents and customers
from  and  against  all liabilities, demands, damages, expenses, fees (including
attorney fees), costs or losses arising out of any breach of any representation,
warranty  or  covenant  of  GolfGear  in  this  Agreement.

     6.2  NIKE's  Defense  and  Indemnification  of  GolfGear. NIKE will defend,
          ---------------------------------------------------
indemnify and hold harmless GolfGear and its affiliates, shareholders, officers,
directors,  employees,  agents  and  customers from and against all liabilities,
demands,  damages,  expenses,  fees  (including  attorney fees), costs or losses
arising  out  of  any product liability claim in connection with a third party's
use  of  a  Licensed  Product.

                                   ARTICLE VII
                              TERM AND TERMINATION

     7.1  Term.  Unless  earlier  terminated  in  accordance  with  Section  7.2
          ----
below,  the  term  of  this  Agreement  shall commence on the Effective Date and
expire  upon  expiration  of  the  last  to  expire  of  the  Licensed  Patents.

     7.2  Termination  for  Material  Breach.  Either  party  may terminate this
          ----------------------------------
Agreement in the event of a material breach by the other party if, after written
notice  detailing  the  alleged  breach,  the  breaching party fails to cure the
breach  within  sixty  (60) days; provided, however, that if the breaching party
commences  within  such  sixty (60) period reasonable efforts to cure the breach
and  diligently  and  continuously pursues such efforts, the sixty (60) day cure
period  shall  be extended for so long as such diligent efforts continue, but in
no  event  for  more  than  30  additional  days.


                                        6
<PAGE>
                                  ARTICLE VIII
                                  GENERAL TERMS

     8.1  Entire  Agreement.  This  Agreement  constitutes  the entire agreement
          -----------------
of  NIKE  and GolfGear with respect to the subject matter of this Agreement, and
unless  otherwise  expressly  provided in this Agreement supersedes and replaces
any  prior  or  contemporaneous  written  or  oral  agreements or understandings
between  GolfGear  and  NIKE concerning the subject matter of this Agreement. No
party is relying upon any representations or promises other than those set forth
herein.

     8.2  Amendment;  Waiver.  This  Agreement may not be amended, supplemented,
          ------------------
waived or modified except in a writing referring to this Agreement and signed by
authorized  representatives  of  NIKE  and GolfGear. No delay or omission in the
exercise  of any right or remedy will be deemed a waiver of any right or remedy.
No  waiver  will  constitute  a  waiver of any other provision, breach, right or
remedy,  nor  will  any  waiver  constitute  a  continuing  waiver.

     8.3  Assignment.  This  Agreement  will  be  binding  upon and inure to the
          ----------
benefit of NIKE and GolfGear and their respective heirs, successors and assigns.

     8.4  Severability.  Should  any term or provision of this Agreement for any
          ------------
reason  be  declared  by any court of competent jurisdiction to be invalid, such
decision  will not effect the validity of any remaining portion, which remaining
portion  will  continue  in  full force and effect as if this Agreement had been
executed  with  the  invalid  portion  eliminated, it being the intention of the
parties  that  they  would have executed the remaining portion of this Agreement
without  including  any  such  invalid  part,  parts  or  portions.

     8.5  Governing  Law.  This  Agreement  will be governed by and construed in
          --------------
accordance  with  the  applicable  laws  of California, without reference to the
conflict  of  laws  principles  applied  in  the  courts  of  such  state.

     8.6  No  Public  Disclosure. Within five days after the Effective Date, the
          ----------------------
parties will jointly issue a press release in the form attached as EXHIBIT C. In
                                                                   ---------
the  absence  of  the prior written agreement of the parties, neither party will
issue  or cause to be issued any further public announcement or other disclosure
with  respect  to  (i)  this  Agreement  or  any of its terms, (ii) any business
relationship  between  the parties. Notwithstanding the preceding sentence, each
party  may disclose this Agreement or its terms (a) as required by law or (b) to
the party's legal and financial advisors under an obligation of confidentiality.
GolfGear  may also disclose the fact that this license exists to other potential
licensees.

     8.7  Further  Assistance.  GolfGear  shall take such further actions as may
          -------------------
reasonably  be  requested  by  NIKE  to  enable NIKE to exercise and protect the
rights  granted  under  this  Agreement.

     8.8  Execution in Counterparts. This Agreement may be executed by facsimile
          --------------------------
and  in  one  or more counterparts, each of which will be deemed an original and
all  of  which  will  constitute  one  and  the  same  Agreement.


                                        7
<PAGE>
     8.9  Notices. Any and all notices, claims, certificates, requests, demands,
          -------
and  other  communications required or permitted under this Agreement will be in
writing  and  will  be  delivered  to  the party entitled to receive the same by
regular  mail,  overnight  courier  or  facsimile,  addressed  as  follows:

     If to NIKE:

     NIKE, Inc.
     One Bowerman Drive
     Beaverton, Oregon 97005-6453
     Attn: General Counsel
     Phone: (503 671-3849
     Facsimile: (503) 646-6926

     If to GolfGear:

     Donald Anderson
     President
     Go1fGear International, Inc.
     5285 Industrial Drive
     Huntington Beach, CA 92649
     Phone: (714) 899-4274
     Facsimile: (714) 899-4284


                                        8
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  executed this Agreement by their
respective  duly  authorized  representatives, effective as of the date the last
signer  signs  as  set  forth  below


NIKE, INC.                                     PACIFIC GOLD HOLDING, INC.,
                                               dba GOLF GEAR INTERNATIONAL,
                                               INC.



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


                                        9
<PAGE>
                                                                       EXHIBIT A
                                                                       ---------


                            CERTAIN LICENSED PATENTS
                            ------------------------



-------------------------
Jurisdiction   Patent No.
-------------  ----------
United States   5,024,437
-------------  ----------
United States   5,094,383
-------------  ----------
United States   5,255,918
-------------  ----------
United States   5,261,663
-------------  ----------
United States   5,261,664
-------------  ----------
United States   5,344,140
-------------  ----------
United States   5,720,673
-------------  ----------
Taiwan            336,518
-------------  ----------
Japan             3232320
-------------  ----------


                                       10
<PAGE>
                                                                       EXHIBIT B
                                                                       ---------


                                 NIKE AFFILIATES
                                 ---------------


-------------------------------------------------------------------
NIKE Argentina S.A.         Av. Del Libertador 767
                            Floors 3 & 4
                            1638 Vicente Lopez
                            Buenos Aires
                            Argentina

--------------------------  ---------------------------------------
NIKE Australia Pty Ltd.     28 Victoria Crescent
                            Abbotsford 3067, Australia

--------------------------  ---------------------------------------
NIKE do Brasil              Alameda Araguaia #1142
                            3 Andar, Alphaville
                            CEP 06455 940
                            Barueri, Sao Paulo Brazil

--------------------------  ---------------------------------------
NIKE Canada Ltd             175 Commerce Valley Drive west
                            Thornhill, Ontario
                            Canada L3T 7P6

--------------------------  ---------------------------------------
NIKE de Chile               Isidora Goyenechea
                            Las Condes
                            Santiago Chile

--------------------------  ---------------------------------------
NIKE European Operations    Colosseum 1
Netherlands, B.V.****       1213 NL Hilversum
                            The Netherlands

--------------------------  ---------------------------------------
NIKE Hong Kong              Suite 801-6, Tower 2
                            Enterprises Square
                            9 Shueng Yuet Road
                            Kowloon Bay, Kowloon, Hong Kong

--------------------------  ---------------------------------------
NIKE International Ltd.     One Bowerman Drive
                            Beaverton, Oregon 97005 USA

--------------------------  ---------------------------------------
NIKE Japan Corporation      Sea Fort Square Center Bldg.
                            2-3-12 Higashi-Shinagawa
                            Shinagawa-Ku
                            Tokyo 140-8631
                            Japan

-------------------------------------------------------------------


                                       11
<PAGE>
-------------------------------------------------------------------
NIKE Sports Korea Co. Ltd.  Sam Hwa Building
                            144-17, Samsung-Dong, Kangnam-Ku
                            Seoul, Korea 135-092

--------------------------  ---------------------------------------
NIKE Sales Malaysia         No. 5, Block B, Lot 4898, Jalan SS13/5
SDN BHD                     47500 Subang Jaya, Selangor Darul Ehsan
                            Malaysia

--------------------------  ---------------------------------------
NIKE New Zealand            50 Anzac Road, Browns Bay
                            Auckland 10, New Zealand

--------------------------  ---------------------------------------
NIKE de Mexico SA de        Ontario 1107
C.V.                        Colonia Providencia
                            CP 44630, Guadalajara
                            Jalisco, Mexico

--------------------------  ---------------------------------------
NIKE Philippines, Inc.      Rufino Pacific Tower, 39th floor
                            6784 Ayala Avenue
                            Makati City, Philippines 1226

--------------------------  ---------------------------------------
NIKE Singapore PTE, Ltd.    300 Tampines Avenue
                            #04-02/03 Tampines Junction
                            Singapore 529653

--------------------------  ---------------------------------------
NIKE South Africa Pty.      13 Fedsure Park
Ltd.                        Tonnetti Street
                            Halfway House 1685 South Africa

--------------------------  ---------------------------------------
NIKE Suzhou Sports          9/F, Lan Sheng Building
Company LTD.                2-8# Huai Hai Zhong Road
                            Shanghai 200021, PRC

--------------------------  ---------------------------------------
BRS NIKE Taiwan             15F, IBM Building
                            No. 2 Tun Hua South Road, Sec. 1
                            Taipei, Taiwan ROC

--------------------------  ---------------------------------------
NIKE (Thailand) Limited     12th-13th Floor
                            Rajanakarn Building
                            183 South Sathorn Road
                            Yannawa, Sathorn
                            Bangkok 10120 Thailand

-------------------------------------------------------------------


                                       12
<PAGE>
-------------------------------------------------------------------
NIKE USA, Inc.              One Bowerman Drive
                            Beaverton, OR 97005-6453
                            USA

-------------------------------------------------------------------


****NIKE European Operations Netherlands, B.V. sells NIKE brand products (either
directly  to  NEON's  retail  accounts  or  to  NIKE  owned  or  non-NIKE  owned
distributors)  in  the  following  countries/territories:

---------------------------------------------------
Goal XCT              Goal XCT      Goal YSG
Country Desc.         Country Code  Shipping Region
                                    Code
--------------------  ------------  ---------------
------                ----          ---
--------------------  ------------  ---------------
ANTILLES              ANTI          EI
--------------------  ------------  ---------------
AUSTRIA               AUST          El
--------------------  ------------  ---------------
BAHRAIN               BAHR          ME
--------------------  ------------  ---------------
BELGIUM               BELG          EO
--------------------  ------------  ---------------
BULGARIA              BULG          EE
--------------------  ------------  ---------------
CANARY ISLANDS        CNRY          El
--------------------  ------------  ---------------
CROATIA               CROA          EE
--------------------  ------------  ---------------
CYPRUS                CYPR          ME
--------------------  ------------  ---------------
CZECH REP.            CZRP          EE
--------------------  ------------  ---------------
DENMARK               DENM          EO
--------------------  ------------  ---------------
ESTONIA               ESTO          EO
--------------------  ------------  ---------------
FINLAND               FINL          EO
--------------------  ------------  ---------------
FRANCE                FRAN          EO
--------------------  ------------  ---------------
GERMANY               GERM          EO
--------------------  ------------  ---------------
GREECE                GREE          EI
--------------------  ------------  ---------------
HUNGARY               HUNG          EE
--------------------  ------------  ---------------
ICELAND               ICEL          EO
--------------------  ------------  ---------------
IRELAND               IREL          El
--------------------  ------------  ---------------
ISRAEL                ISRA          ME
--------------------  ------------  ---------------
ITALY                 ITAL          EO
--------------------  ------------  ---------------
KUWAIT                KUWA          ME
--------------------  ------------  ---------------
LEBANON               LEBA          ME
--------------------  ------------  ---------------
LUXEMBURG             LUXE          EO
--------------------  ------------  ---------------
MACEDONIA             MACE          EI
--------------------  ------------  ---------------
MALTA                 MALT          El
--------------------  ------------  ---------------
MONACO                MONA          El
--------------------  ------------  ---------------
NETHLANDS             NETH          EO
--------------------  ------------  ---------------
NORWAY                NORW          EO
--------------------  ------------  ---------------
POLAND                POLA          EE
--------------------  ------------  ---------------
PORTUGAL              PORT          El
--------------------  ------------  ---------------
ROMANIA               ROMA          EO
---------------------------------------------------


                                       13
<PAGE>
---------------------------------------------------
RUSSIA                RUSS          EE
--------------------  ------------  ---------------
SAUDI ARABIA          SAUD          ME
--------------------  ------------  ---------------
SLOVAKIA              SLOV          EE
--------------------  ------------  ---------------
SLOVENIA              SLVN          EE
--------------------  ------------  ---------------
SPAIN                 SPAI          EO
--------------------  ------------  ---------------
SWEDEN                SWED          EO
--------------------  ------------  ---------------
SWITZERLAND           SWIT          El
--------------------  ------------  ---------------
TURKEY                TURK          ME
--------------------  ------------  ---------------
U.K.                  UK
--------------------  ------------  ---------------
UNITED ARAB EMIRATES  UNIT          ME
--------------------  ------------  ---------------
RUSSIA                USSR          EE
--------------------  ------------  ---------------
YUGOSLOVIA            YUGO          El
--------------------  ------------  ---------------


                                       14
<PAGE>
                                                                       EXHIBIT C
                                                                       ---------


                              FORM OF PRESS RELEASE
                              ---------------------

     [Attach  form  of  press  release.]





                                       15
<PAGE>
                   GolfGear International, Inc. and Nike Golf
                          Announce Licensing Agreement


     HUNTINGTON  BEACH,  CA,  and  BEAVERTON,  OR  --  August,  2002 -- GolfGear
International,  Inc.  (OTCBB: GEAR) and Nike, Inc. (NYSE: NKE) jointly announced
today  that  effective  August  _,  2002,  GolfGear  has  granted  Nike  Golf  a
non-exclusive,  long-term, world-wide license to manufacture and sell golf clubs
under GolfGear's patents covering its proprietary forged-face insert technology.

     The  license  agreement  grants Nike Golf the right to institute litigation
against  third parties for infringement of GolfGear's patents. Economic terms of
the  license  agreement  were  not  announced, nor were Nike Golf's future plans
regarding  the  manufacture  and  sale  of  woods  and  irons using the licensed
technology.

     Founded  in  1989  by  Don  Anderson,  GolfGear invented forged-face insert
technology,  and  has been issued seven domestic and two foreign patents related
to  insert  technology.  Designed  by  Don  Anderson,  GolfGear's entire line of
state-of-the-art  Tsunami  drivers,  fairway  woods  and  irons uses forged-face
insert  technology.

     GolfGear's  world-class Tsunami driver, available in 340 c.c., 360 c.c. and
400 c.c. sizes, has a double-forged 10-2-3 beta hybrid titanium alloy face plate
attached  to  a titanium cast body, resulting in maximum energy transfer and one
huge  sweet spot. All GolfGear products comply with the most recent USGA and R&A
rulings  relating  to  Coefficient  of  Restitution  ("COR").

     Peter  H. Pocklington, GolfGear's new chairman and chief executive officer,
said, "We are delighted that a company of the caliber and reputation of Nike has
chosen  to  establish  a  business  relationship  with  GolfGear.  This  license
agreement  validates  Nike  Golf's commitment to becoming a market leader in the
golf  club  segment,  and  to  providing  golfers  with  world-class  products."

     Pocklington  added,  "This  agreement  further validates the fact that Nike
Golf  does  business  in  a  very  ethical  manner,  respecting the intellectual
property  rights  of  other  companies. We look forward to a long and prosperous
relationship  with  Nike  Golf."

     Anderson, GolfGear's President and founder, said, "We are honored that Nike
Golf  has  chosen  to  license  GolfGear's  patents  covering  its  proprietary
forged-face  insert technology. We believe that forged-face insert technology is
the best way to build high-performance golf clubs for golfers of all levels, and
we  are  confident  that this technology will have a major impact on Nike's golf
club  design  and  manufacturing  capabilities."

     "Nike  Golf  is  committed  to  providing  golfers  with  the best possible
equipment  available,  both  exclusively  and  through  partnerships  with other
industry  leaders,"  said  Mike  Kelly, category business director for Nike Golf
clubs.  "We  are  evaluating  applications  for  GolfGear's  forged  face insert
technology  with  some of the 100 club projects we currently have in the works."


                                       16
<PAGE>
     GolfGear, headquartered in Huntington Beach, California, offers a full line
of  golf  equipment  under  various  brand names, including "GolfGear", "Leading
Edge",  "Claw"  (putters),  "Players  Golf"  (junior clubs), and "Diva" (women's
clubs).  GolfGear's  products  are sold principally in the United States through
pro  shops  and  golf  specialty  stores,  as well as in Europe and Asia through
foreign  distributors.  For  more  information  on  GolfGear  products,  visit
www.golfgearint.com.

     GolfGear's  patent  portfolio  with  respect  to  insert  technology is the
largest and most comprehensive in the golf industry, with seven domestic and two
foreign  patents issued related to forged-face insert technology, and additional
patents  pending. These patents incorporate a wide variety of forged-face insert
materials,  including titanium, beryllium copper, stainless steel, carbon steel,
aluminum, and related alloys, and include technology for variable face thickness
of  the  insert.

     Nike  Golf  equipment  is  available  at on-course and off-course specialty
shops  and  selected  sporting goods retailers in a variety of specifications to
meet  every  golfer's  needs.  Nike  Golf,  located  in  Beaverton,  Oregon,  is
passionately dedicated to honoring and respecting the traditions and heritage of
the game, and to providing committed golfers with the absolute best equipment in
the  game in every product category. For more information on Nike Golf products,
visit  www.nikegolf.com.
       ----------------

                                    #   #   #


NOTE:  Cautionary  Statement  Pursuant  to Safe Harbor Provisions of the Private
Securities  Litigation  Reform  Act  of  1995:

     This  news  release  may contain forward-looking statements, which are made
pursuant  to  the  safe  harbor  provisions of the Private Securities Litigation
Reform  Act  of  1995.  Expressions  of  future  goals  and  similar expressions
reflecting  something  other  than  historical  fact  are  intended  to identify
forward-looking  statements, but are not the exclusive means of identifying such
statements.  These  forward-looking  statements  involve  a  number of risks and
uncertainties.  The  actual  results  achieved  may  differ  materially from any
forward-looking statements due to such risks and uncertainties. Neither GolfGear
or  Nike  undertake  any  obligations  to  revise  or update any forward-looking
statements  in order to reflect events or circumstances that may arise after the
date  of  this  news  release.

                                    #   #   #


     For  additional  information,  contact  Don  Anderson  at GolfGear at (800)
955-6440  or  (714)  899-4274  or  Dean  Stoyer  at  Nike Golf at (503 532-6018.

                                    #   #   #


                                       17
<PAGE>