AGREEMENT

                                       FOR

                           SALE AND PURCHASE OF ASSETS

                                     BETWEEN

                          GOLFGEAR INTERNATIONAL, INC.

                                       AND

                                LEADING EDGE, LLC






                                 AUGUST 30, 2000


<PAGE>
                    AGREEMENT FOR SALE AND PURCHASE OF ASSETS
                    -----------------------------------------

This  Agreement  for  Sale  and  Purchase  of  Assets  (the "Agreement") is made
effective  August  30,  2000,  between  GOLFGEAR  INTERNATIONAL,  INC., a Nevada
corporation  (the  "PURCHASER"),  and  LEADING  EDGE,  LLC, a California limited
liability  company  (hereinafter  referred  to  as  "SELLER"),  and

     WHEREAS,  SELLER  is  in  the  business  of  the  manufacture, assembly and
distribution  of
a  line  of  putters  ("putters");

     WHEREAS,  SELLER  wishes  to  sell  to  PURCHASER,  and PURCHASER wishes to
purchase  certain  assets  of  SELLER,  relating  to  SELLER's  business;

     THEREFORE,  THE  PARTIES  AGREE  AS  FOLLOWS:

     1.     SALE OF ASSETS.     SELLER agrees to sell and convey to PURCHASER at
the  Closing, and PURCHASER agrees to purchase at the Closing of this Agreement,
the  properties,  rights  and  interests  enumerated  in  Paragraph  2.

     2.     ASSETS  TO  BE  SOLD.     The  assets  to  be  conveyed to PURCHASER
("Assets")  to  the extent they are in SELLER's actual possession or control are
in  their  AS IS, WHERE IS, WITH ALL FAULTS condition and PURCHASER will pick up
such  assets  at PURCHASER'S sole cost and expense and bear the risk of any loss
in connection therewith.  Items are at 1031 Calle Recodo, Suite C, San Clemente,
California  92673  and Public Storage at 10792 Knott Avenue, Stanton, California
90680:

          (1)  All  of  SELLER's rights and interest in and to the design of its
               line  of  putters, which shall include technology know-how design
               documentation  relating  thereto;

          (2)  All  inventory  on hand, whether assembled or in parts, including
               packaging  supplies,  as  identified  on Schedule 1 (subject to a
               margin  of  error  not  to exceed 10%) and subject to Paragraph 8
               hereof;

          (3)  Customer  and  supplier lists used in SELLER's business as listed
               on  Schedules  1(a)  and  1(b);

          (4)  All  office  equipment,  furniture,  computers  and  supplies  as
               identified  on  Schedule  2;


                                  Page 1 of 13
<PAGE>
          (5)  All  SELLER's  rights and interest in and to patents, trademarks,
               copyrights, likeness of trademarks and trade names, including but
               not  limited  to,  the  name  "Leading  Edge" together with their
               related  logos  or other identifying marks, which are used in the
               sale,  promotion, or licensing of products and services by SELLER
               or  which  relate  to  the  conduct  of  the  business, including
               SELLER's  rights to any and all registrations of these trademarks
               and  logos  throughout  the  world, including those listed on the
               Schedule  of  Trademarks  and  Trade  Names  attached  hereto  as
               Schedule  3  and  as  further  identified  on  the  Assignment of
               Trademarks  attached  hereto  as  Schedule  3(a). All Patents and
               Patents  Pending  shall  be  identified on Schedule 4 and further
               identified  on  the  Assignment of Patents and Patents Pending on
               Schedule  4(a);

          (6)  All  tooling,  molds,  and  dies  subject  to Paragraph 8 and its
               subparagraphs  and  Schedules  5  and  5(a)  hereof;

          (7)  Any  sales  orders  pending,  rights  under  contracts, leases in
               effect  at  the  Closing  and  subject  to  Paragraph  8  and its
               subparagraphs  and  Schedules  5  and  5(a)  hereof;

     3.     CLOSING  DATE.       The  Closing  date  for this Agreement shall be
August  30,  2000,  or such later day as mutually agreed to in writing by SELLER
and  PURCHASER  (hereinafter  the  "Closing").

     4.     CONSIDERATION.

          a.     PURCHASE  PRICE.  In consideration for the sale of the property
described  in  Paragraph  2,  PURCHASER  shall  deliver  to  SELLER, or SELLER's
nominee(s),  on  Closing,  after  execution  of  this  Agreement,  or shall have
previously  delivered  to  SELLER  the  following:

               i.   200,000  shares  of  its  Common  Stock,  $.001  par  value.

               ii.  A  warrant  to  purchase  150,000  shares  of  Common Stock,
                    exercisable  at  $1.00  per  share, for a period of four (4)
                    years  from  Closing.  This  warrant  shall  have  standard
                    anti-dilution  provisions.

               iii. All  securities  issued hereunder shall be those of GolfGear
                    International,  Inc. All warrants issued hereunder shall not
                    have  cash-less  exercise  provisions. All securities issued
                    hereunder  shall  be  restricted  securities as that term is
                    defined  pursuant to Rule 144 of the Securities Act of 1933,
                    as  amended.

               iv.  PURCHASER  shall provide liability insurance with respect to
                    the  Assets  and  the putters for all claims occurring after
                    Closing. Additionally, PURCHASER shall indemnify, defend and
                    hold  harmless SELLER against all claims, costs and expenses
                    that may be brought or incurred by or against SELLER arising
                    out  of  any  claim or liability associated with the design,
                    manufacture, assembly, marketing, sale or use of the putters
                    occurring  after  Closing.  SELLER  shall  be  an additional
                    insured  under  such  policy.


                                  Page 2 of 13
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          b.       ATTENDANCE  AT  GOLF SHOWS.     Dr. Charles Schatz agrees to,
and  PURCHASER  shall  give  him  the  right  to, attend golf shows or events as
requested  from  time to time by PURCHASER, subject to Dr. Schatz' availability.
PURCHASER  shall pay Dr. Schatz Five Hundred Dollars ($500) per day with a three
(3)  day  maximum  per  show or event. Additionally, PURCHASER will also issue a
Common  Stock  warrant  to  purchase up to one thousand (1,000) shares of Common
Stock of PURCHASER exercisable at the then current market price which shall have
an expiration of three (3) years from date of issuance. PURCHASER shall also pay
Dr.  Schatz  reasonable travel and out-of-pocket expenses equivalent to the cost
of  transportation  and  accommodations at the same rate and level as then being
paid  to executive employees of PURCHASER. PURCHASER agrees that Dr.Schatz shall
have  the  right to attend the annual International PGA Merchandise Golf Show in
Orlando,  Florida in 2001 and 2002 under the same availability and reimbursement
policy.

          c.     ACCOUNTS  RECEIVABLE  COLLECTION.  In the event PURCHASER hires
SELLER's  office  administrator,  PURCHASER shall use its best effort to collect
SELLER's  accounts  receivable.  PURCHASER  shall  be  entitled to receive a fee
equal  to  ten  percent (10%) of the amount actually collected.  PURCHASER shall
provide  SELLER  with  a  monthly  report summarizing the status of all accounts
collected.  PURCHASER,  except  for  its fee, has no interest of any kind in the
collections and further shall keep all funds collected in a separate account and
shall  not  be  co-mingled with other funds of PURCHASER.  SELLER shall have the
right  to  terminate  this  collection  practice  by  giving five (5) days prior
written  notice  to  PURCHASER.  See  Schedule  4(c).

          d.       ASSISTANCE  WITH  TOUR  PROFESSIONALS.     Dr.  Schatz agrees
that  he  will  assist  PURCHASER  in  communicating  and  negotiating  with PGA
professionals  currently playing the Leading Edge putter, subject to Dr. Schatz'
availability.  Dr.  Schatz  shall  be  entitled  to  reimbursement of reasonable
travel  and  accommodation  expenses in this regard as defined in Paragraph 4(b)
above.  Notwithstanding,  PURCHASER shall have the sole discretion to decide the
terms  and  conditions  of any compensation to be paid (cash or non-cash) to any
such  PGA  touring  professionals  currently  playing  the  Leading Edge putter.

     5.      SELLER'S  REPRESENTATIONS  AND  WARRANTIES.

          a.       TITLE  TO ASSETS.      SELLER represents that it has good and
clear  title  to  all  Assets  being transferred hereunder and that there are no
liens,  encumbrances,  security  interests,  threatened  litigation,  pending
litigation  or any other potential title claims which would affect the Assets in
any  manner  unless  otherwise  stated  on  Schedule  5(a).

          b.     MEMBER/SHAREHOLDER  APPROVAL.     The execution and delivery of
this  Agreement  by  SELLER  and  the  conveyance  provided in it have been duly
authorized  by  all  necessary action including, but not limited to, each Member
and/or Board of Director approval of SELLER and is a valid and binding agreement
on  SELLER.


                                  Page 3 of 13
<PAGE>
          c.     OWNERSHIP OF ASSETS.  SELLER is the owner of the Assets and has
full  power  to  transfer  the Assets free and clear of all liens, encumbrances,
security interests, equities, options,  claims, charges, and restrictions, other
than  as  stated  on  Schedule  5(a).

          d.     ACTIONS  AND  PROCEEDINGS.   There  are  no  actions, suits, or
proceedings  pending or, to SELLER's knowledge, threatened against SELLER before
any  court,  administrative agency, or other judicial body affecting or relating
to  the  Assets  except  as  stated  in  Schedule  5(a).

          e.     TECHNOLOGY  KNOW-HOW.   SELLER  represents and warrants that it
is,  and  has  been,  the  owner of the patent for the putter head identified on
Schedule 4, and the trademarks and trade names as listed on Schedule 3, and that
SELLER  has  no  actual  knowledge  of  any  competing  trademarks, trade names,
patents  or  copyrights  of  others which relate to the putters.  SELLER has not
undertaken  any  infringement  search  and,  therefore,  makes  no  warranty  or
representation  concerning  the  existence  of any such trademarks, trade names,
patents  or  copyrights  or  claims or disputes with respect to any thereof.  As
used herein, "technology know-how" shall mean SELLER's confidential software, if
any, documentation, if any, describing hardware and software used by SELLER, for
the  design and manufacture of its line of putters and any related products, the
designs  and  operating  or  manufacturing  information  on such  putters, which
SELLER  represents are the  property of SELLER  and  other information of SELLER
in tangible form which is useful or necessary  in the  design and manufacture of
SELLER's  products.

          f.     COMPLIANCE WITH LAWS.     Neither the execution and delivery of
this  Agreement,  nor  any  instrument or agreement to be delivered by SELLER to
PURCHASER  pursuant  to  this  Agreement,  nor the compliance with the terms and
provisions  thereof  to  SELLER,  will  result  in  the breach of any applicable
statute  or  regulation  promulgated  thereunder, or any administrative or court
order  or decree nor will such compliance conflict with, or result in the breach
of  any  agreement  or  other instrument to which SELLER is a party, or by which
SELLER  is  or  may  be  bound,  or  constitute  an  event of default or default
thereunder,  or  with  the  lapse  of  time  or  the  giving  of  notice or both
constitute  an  event  of  default  thereunder.

          g.     REPRESENTATION  AND  WARRANTIES. No representation by SELLER in
this  Agreement or any documents provided hereunder contains or will contain any
untrue  statement or  omits or will omit to state any material fact necessary to
make  the  statements  contained herein not misleading.  All representations and
warranties made by SELLER in this Agreement and any documents provided hereunder
are  true  and  correct.

          h.     SALES  TAX.      SELLER shall be responsible for payment of all
sales  tax,  if  any,  associated  with  the execution of this Agreement and the
receipt  of  consideration  therefrom.


                                  Page 4 of 13
<PAGE>
     6.     REPRESENTATION  CONCERNING  ACQUISITION  OF  PURCHASER'S SECURITIES.
For  purposes  of  this Paragraph 6, including sub-parts, "SELLER" shall include
Dr.  Charles  Schatz  and  his  spouse  in  their  individual  capacity.

          a.     INVESTMENT  REPRESENTATIONS.  SELLER  acknowledges  that
PURCHASER's  Common  Stock  and  all  warrants  as well as the underlying Common
Stock  (hereinafter  referred to as the "Securities") to be received in exchange
for  the  sale of SELLER's Assets have not been  registered under the Securities
Act  of  1933,  as  amended  (the  "1933 Act") or qualified under the California
Securities  Law  of  1968,  as  amended (the "California Securities Law") on the
grounds that no distribution or public offering of the SELLER's Securities is to
be  effected,  and  that  in this connection PURCHASER is relying in part on the
representations  of  the  SELLER  set  forth  herein.

               i.   SELLER  is  receiving the Securities for its own account for
                    investment  purposes  and  not  as  nominee or agent for any
                    other  persons.

               ii.  By  reason of its business or financial experience and/or by
                    reason  of SELLER's pre-existing relationship or through the
                    business or financial experience of its professional advisor
                    with  PURCHASER,  SELLER has the capacity to protect its own
                    interests  in  connection with the transactions contemplated
                    hereunder  and is able to bear the risks of an investment in
                    PURCHASER.

               iii. SELLER  has  acquired sufficient information about PURCHASER
                    to  reach  an  informal  decision  to  acquire  the SELLER's
                    Securities.

               iv.  SELLER  represents  that  it is acquiring the Securities for
                    its  own account for investment purposes and not with a view
                    to, or for sale in connection with, any distribution thereof
                    in  a  manner contrary to Section 5 of the Securities Act of
                    1933,  as amended (the"Act") or of the California Securities
                    Law  and  Rules and Regulations of the California Commission
                    of  Corporations  thereunder.

          b.     RISKS.     SELLER  represents and warrants to PURCHASER that it
is  experienced  in  evaluating  and  investing  in  high risk companies such as
PURCHASER  and, by reason of their business and financial experience, or through
the  business  and  financial  experience of its professional advisors, have the
capacity  to  protect  their  own  interest  in connection with the transactions
contemplated by this Agreement and have the ability to bear the economic risk of
its  investments,  including  those  represented  by  the  Securities.

          c.     TRANSFER OF SECURITIES.   None of the Securities to be acquired
by  the  SELLER  pursuant  to this Agreement shall be transferable by the SELLER
except  upon  the  conditions  specified in this Paragraph, which conditions are
intended  to  insure compliance with the provisions of the Act in respect to the
transfer  of  such  Securities.


                                  Page 5 of 13
<PAGE>
               i.   LEGEND.  Unless  and  until  otherwise  permitted  by  this
                    Paragraph, each certificate or other document evidencing any
                    of  the  PURCHASER's  Securities  shall  be  endorsed with a
                    legend  substantially  in  the  following  form:

                    "THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
                    SECURITIES  ACT  OF  1933,  AS AMENDED, AND MAY NOT BE SOLD,
                    PLEDGED  OR  OTHERWISE  TRANSFERRED UNLESS (A) COVERED BY AN
                    EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
                    1933, AS AMENDED, (B) IN COMPLIANCE WITH RULE 144 UNDER SUCH
                    ACT,  OR  (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION
                    OF  COUNSEL  REASONABLY  ACCEPTABLE  TO  THE  COMPANY TO THE
                    EFFECT  THAT NO REGISTRATION IS REQUIRED BY SUCH TRANSFER OR
                    PURSUANT  TO  ANY  OF  PARAGRAPHS  6(c)(ii)  or  6(e)."

               ii.  RESTRICTION  ON  TRANSFER.  None  of the Securities shall be
                    transferred, and PURCHASER shall not be required to register
                    any  such  transfer  on  the  books of PURCHASER, unless and
                    until  one  of  the  following  events  shall have occurred:

                    (a)  PURCHASER shall have received an opinion of counsel, in
                         form  and  substance reasonably acceptable to PURCHASER
                         and its counsel, stating that the contemplated transfer
                         is  exempt  from  registration under the Act as then in
                         effect, and the Rules and Regulations of the Securities
                         and  Exchange Commission (the "Commission") thereunder.
                         Within  ten  (10)  business  days  after  delivery  to
                         PURCHASER and its counsel of such an opinion, PURCHASER
                         either  shall  deliver  to  the  proposed  transferor a
                         statement  to  the  effect  that  such  opinion  is not
                         satisfactory  in  the reasonable opinion of its counsel
                         (and  shall  specify  in  detail  the  legal  analysis
                         supporting  any  such  conclusion)  or  shall authorize
                         PURCHASER's  transfer  agent  to  make  the  requested
                         transfer;

                    (b)  PURCHASER  shall have been furnished with a letter from
                         the Commission in response to a written request in form
                         and  substance  acceptable  to  counsel  for  PURCHASER
                         setting  forth  all  of  the  facts  and  circumstances
                         surrounding the contemplated transfer, stating that the
                         Commission  will  take  no  action  with  regard to the
                         contemplated  transfer;

                    (c)  The  Securities  are  transferred  pursuant  to  a
                         registration  statement  which  has been filed with the
                         Commission  and  has  become  effective;


                                  Page 6 of 13
<PAGE>
                    (d)  The  Securities  are  transferred  pursuant  to  and in
                         accordance  with Rule 144 promulgated by the Commission
                         under  the  Act  or  an  exemption  therefrom;  or

                    (e)  Notwithstanding  the  above,  and subject to applicable
                         federal  or  state  securities laws, such shares may be
                         transferred  as  part of any dissolution or liquidation
                         of  SELLER  and  for  any  holder's  estate planning or
                         charitable gift purposes. Any further transfer shall be
                         subject  to  the  same  restrictions  and  exceptions.

          d.     AGREEMENT  TO  LOCK  UP.  Dr. Schatz and his spouse may sell or
transfer  any Securities issued hereunder as long as such sale or transfer is in
compliance with applicable state and federal securities laws, including Rule 144
or  an  exception  or  exemption to any thereof.  Notwithstanding the above, Dr.
Schatz  and his spouse agree not to sell more than 66,667 shares of Common Stock
in  any  given  calendar  quarter  (as  adjusted  for  any stock splits) with an
increase  in  said  amount  based  on  a proportionate increase in the amount of
PURCHASER's  Common  Stock  weighted  average  shares  outstanding.

          e.     REGISTRATION  OF  SECURITIES.   So  long  as  SELLER  or  its
transferees shall hold any of the Securities of PURCHASER, PURCHASER agrees that
if, at any time after  execution of this Agreement , PURCHASER shall take action
to  register  any of its Securities under the Act other than on Form S-8 or Form
S-4,  it  will  give  SELLER  or  its transferees written notice promptly of its
intention  in  that  regard, and if registration, other than on Form S-8 or Form
S-4,  of  any such Securities held by SELLER or its transferees is then possible
under  the  then applicable laws and regulations and practices of the Securities
and  Exchange  Commission,  and  subject  to  the  reasonable  approval  of  the
investment  banker  or  underwriter,  if  any, and in this regard PURCHASER will
actively  support  SELLER's  request  to  sell  Securities, and if SELLER or its
transferees  shall  within  fifteen  (15)  days after receipt of any such notice
request  PURCHASER  to do so, PURCHASER will, at its own expense, take action to
register  such  Securities which it shall have been requested to register at the
same  time,  and  it  will  use  its best efforts that such registration of such
Securities  shall  become  effective.  Commissions  and  direct costs of sale by
SELLER,  if  any,  shall  be  paid  by  SELLER on any of the Securities it sells
through  the  registration.

     7.     PURCHASER'S  REPRESENTATIONS  AND WARRANTIES.   PURCHASER represents
and  warrants  that:

          a.     CORPORATE  ORGANIZATION.  PURCHASER  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada  and  is  duly  qualified  to do business in the State of California.  If
PURCHASER  forms  a  corporation  to  take  title to certain of the Assets, such
corporation  will be duly organized, validly existing and in good standing under
the laws of the State of California and the corporation will have full power and
authority to enter into this Agreement and perform the transactions contemplated
herein.  The  corporation  will be duly qualified to do business in the State of
California.


                                  Page 7 of 13
<PAGE>
          b.     BINDING  NATURE.   This  Agreement  has  been  approved  by all
required  corporate  action  and  shall  be, when duly executed and delivered, a
legal  and  binding  obligation of PURCHASER, enforceable in accordance with its
terms.

          c.     REPRESENTATIONS AND WARRANTIES.   No representation or warranty
by  PURCHASER in this Agreement contains or will contain any untrue statement or
omits  or  will  omit  to state a material fact necessary to make the statements
contained  herein  not  misleading.  All  representations and warranties made by
PURCHASER  in  this  Agreement shall be true and correct as of execution of this
Agreement  with  the same force and effect as if they had been made on and as of
such  date.

          d.     COMPLIANCE  WITH  LAWS.   Neither the execution and delivery of
this  Agreement,  nor  any  instrument or agreement to be delivered by SELLER to
PURCHASER  pursuant  to  this  Agreement,  nor the compliance with the terms and
provisions  thereof  by  SELLER,  will  result  in  the breach of any applicable
statute  or  regulation  promulgated  thereunder, or any administrative or court
order  or decree nor will such compliance conflict with, or result in the breach
of  any  agreement  or  other instrument to which SELLER is a party, or by which
SELLER  is  or  may  be  bound,  or  constitute  an  event of default or default
thereunder, or with the lapse of time or the giving of notice or both constitute
an  event  of  default  thereunder.

          e.     VALID  ISSUANCE.   The  Common  Stock to be delivered to SELLER
will  be,  then  issued,  duly  authorized,  validly  issued,  fully  paid  and
non-assessable.

          f.     ACTIONS  AND  PROCEEDINGS.   There  are  no  actions, suits, or
proceedings  pending  or, to PURCHASER's knowledge, threatened against PURCHASER
before  any  court,  administrative  agency, or other judicial or quasi-judicial
body  affecting  or relating to this transaction or which could prohibit it from
entering  into  this  Agreement.

     8.     LIABILITIES.

          a.   NO  ASSUMPTION  OF  LIABILITIES.

               i.   SELLER  acknowledges  that  PURCHASER  is acquiring SELLER's
                    assets  hereunder  without  any  assumption  of  SELLER's
                    liabilities  except  to the extent herein expressly provided
                    and  as  identified  on  Schedule  5  and/or  5(a);


                                  Page 8 of 13
<PAGE>
               ii.  Notwithstanding  anything contained or implied herein to the
                    contrary,  PURCHASER  agrees  to assume service and warranty
                    obligations  with  respect  to any Leading Edge putters sold
                    prior  to  Closing, except as provided below. After Closing,
                    any  inventory  returned  by  customers  shall  be  the sole
                    property  of  PURCHASER. In the event that said customer has
                    an outstanding receivable balance with SELLER at the time of
                    the return, PURCHASER shall no further obligation to attempt
                    to collect such amount (except as stated under Paragraph 4).
                    In  the event a customer has already paid SELLER upon return
                    of  the  inventory,  PURCHASER  shall have the obligation to
                    negotiate  and  issue credit, replace inventory or refund to
                    the  customer  and  shall be solely responsible for any such
                    costs.  For  any putters returned to PURCHASER after Closing
                    through  December  31,  2000,  for  which  SELLER  has  an
                    outstanding  receivable  balance, and as long as such return
                    is  for  an  aggregate  of 10 or more pieces, such inventory
                    shall  remain  the  property  of  SELLER.  SELLER may either
                    negotiate  terms  under  which  PURCHASER shall acquire such
                    inventory,  or  may  donate  it  to  a charitable cause, but
                    SELLER  may  not  resell  such  inventory.

               iii. Except as otherwise provided, including, but not limited to,
                    subparagraphs  and  Paragraphs 4(a)(iv) and 8(a), SELLER and
                    SELLER's Member agree to hold PURCHASER harmless against any
                    and  all  claims, demands and expense of any nature relating
                    to any unpaid liability of SELLER, except for debt or claims
                    expressly assumed under this Paragraph and its subparagraphs
                    and  Schedules  5  and 5(a) existing or arising on or before
                    Closing,  and  for  any  product,  service, and professional
                    liability  against  PURCHASER  arising prior to execution of
                    this  Agreement;  and

               iv.  There  are  no  undisclosed  liabilities  actually  known to
                    SELLER  relating  to the Assets other than as stated in this
                    Agreement  or  Schedules  annexed  hereto.

     9.     ITEMS  TO  BE DELIVERED BY SELLER.  At Closing, SELLER  will deliver
to  PURCHASER:

          a.     TRANSFER  DOCUMENTS.    Assignments,  bills  of  sale, and such
other  instruments  in  form  and substance satisfactory to PURCHASER and to the
United  States  Department  of  Commerce/Patent  and  Trademark  Office,  as are
required  to  grant  PURCHASER  title to, or SELLER's interest in, the Assets as
provided  in  this  Agreement.

          b.     RECORDS,  CUSTOMER LISTS AND ACCOUNTING RECORDS.   The customer
and  supplier  lists  regularly  used  in  SELLER's  business; and access to all
accounting  records.

          c.     INDEMNIFICATION.     Except  as  otherwise provided herein, Dr.
Schatz  agrees  to  be personally responsible for paying, satisfying or settling
debt  incurred  by  SELLER  prior to Closing, and SELLER and Dr. Schatz agree to
indemnify  and  hold PURCHASER  harmless from and against any loss, cost, claim,
liability, or expense suffered or incurred by PURCHASER from and after execution
of  this  Agreement  arising  from  or  connected with SELLER's ownership of the
Assets  or  operation  of  its  business  prior  to  August  30,  2000.


                                  Page 9 of 13
<PAGE>
     10.     ITEMS TO BE DELIVERED BY PURCHASER.  At Closing, PURCHASER herewith
delivers  to  SELLER:

          a.     COMMON  STOCK.  PURCHASER  shall  deliver to Dr. Schatz, or his
nominee(s),  200,000  shares  of  Common  Stock.

          b.     WARRANTS.   PURCHASER  shall  deliver  to  Dr.  Schatz,  or his
nominee(s),  a  warrant to purchase 150,000  shares of Common Stock, exercisable
at  $1.00  per share, for a period of four (4) years from Closing.  This warrant
shall  have  anti-dilution  provisions.

          c.     BROKERAGE.  Each  party  hereto  represents and warrants to the
other  than  no  broker  is  entitled  to  any  commission,  or  similar fee, in
connection  with  the  making  and  carrying  out  of  this  Agreement.

          d.     INDEMNIFICATION.  PURCHASER agrees to indemnify and hold SELLER
harmless  from and against any loss, cost, claim, liability, or expense suffered
or  incurred  by  SELLER  arising  from this Agreement or the acquisition of the
assets  and  sale  of  putters  arising  therefrom  after  Closing.

     11.     EFFECTIVENESS.   This  Agreement supersedes any and all agreements,
if any, both written and verbal, previously made between the parties relating to
the  subject matter hereof,  and there are no understandings or agreements other
than  those  included  herein.

     12.     NOTICES  AND  COMMUNICATIONS.   All notices, requests, demands, and
other  communications  under this Agreement shall be in writing and delivered in
person  or  sent  by  certified mail, postage prepaid or by telefax and properly
addressed  as  follows:

             To  the  SELLER:

             Charles  J.  Schatz,  M.D.
             Leading  Edge,  LLC
             10430  Wilshire  Blvd.
             Penthouse  5
             Los  Angeles,  CA  90024
             Telephone  (310)446-1978
             Telefax  (310)470-8308


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             with  a  copy  to:

             Leslie  F.  Bell
             704  N.  Oakhurst  Dr.
             Beverly  Hills,  CA  90210

             To  the  PURCHASER:
             -------------------

             Donald  A.  Anderson,  President
             GolfGear  International,  Inc.
             12771  Pala  Drive
             Garden  Grove,  CA  92841
             Telephone  (714)899-4274
             Telefax  (714)899-4284

     Any  party  may  from  time  to  time change its address for the purpose of
notices to that party  by a similar notice specifying a new address, but no such
change  shall  be deemed to have been given until it is actually received by the
respective  party  hereto.

     13.     NON-WAIVER.  No  delay  or  failure  on the part of either party in
exercising any right  hereunder, and no partial or single exercise thereof, will
constitute  a  waiver  of  such  right  or  of  any  other  right  hereunder.

     14.     HEADINGS.   Headings in this Agreement are for convenience only and
are  not  to  be  used  for  interpreting  or  construing  any provision hereof.

     15.     GOVERNING  LAW.   This  Agreement  shall be construed in accordance
with and governed by the laws of the State of California against both parties to
this  Agreement.

     16.     INDEPENDENT LEGAL COUNSEL.   Each party has had his or its attorney
review  this  Agreement  and/or give advice with respect to, among other things,
the  legal,  securities and tax consequences of executing this Agreement and the
subsequent  transactions  contemplated  hereunder.

     17.     COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or more
counterparts,  each  of  which  may  be  deemed  an  original,  but all of which
together,  shall  constitute  one  and  the  same  instrument.

     18.     BINDING  NATURE.  The provisions of this Agreement shall be binding
upon and inure to the benefit of each of the parties hereto and their respective
successors  and  assigns.

     19.     SURVIVAL  OF  REPRESENTATIONS  AND WARRANTIES.  Except as otherwise
expressly  limited  in  this  Agreement  or  the  Schedules  annexed,  the
representations  and warranties of PURCHASER and SELLER extended hereunder shall
survive  for  a  period  of  twelve  (12)  months after the Closing.  Each party
against  whom liability is asserted under the provisions of this Agreement shall
be  given  the  opportunity  to  participate, directly or through its authorized
representative,  at  its  cost  and  expense, in the conduct of any negotiations
relating  to the settlements of any liability or any other proceeding instituted
by  any  third  party  against  either  SELLER or PURCHASER, as the case may be,
giving  rise  to  the  alleged  breach.


                                  Page 11 of 13
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     20.     EXPENSES.   Except  as  otherwise  expressly  provided herein, each
party  shall  pay  all  of  its  own  expenses incidental to the negotiation and
preparation  of  the  documentation  and  financial  statements relating to this
Agreement  and  for  entering  into and carrying out the terms and conditions of
this  Agreement  and  consummating the transactions, irrespective of whether the
transactions  contemplated  shall  be  consummated.

     21.     AMENDMENT;  SUCCESSORS  AND  ASSIGNS.   This Agreement shall not be
altered or otherwise amended except pursuant to any instrument in writing signed
by  all  of  the  affected  parties hereto.  Neither party may assign any of its
rights,  obligations, or liabilities arising hereunder without the prior written
consent  of  the other, except as otherwise provided herein, any such assignment
or  attempted  assignment  shall  be  null  and  void.

     22.     THIRD  PARTY  BENEFICIARIES.  Except  for  their  proper  heirs,
successors,  and  assigns,  the  parties hereto intend that no third party shall
have  any  rights  or  claims  by  reason  of  this  Agreement.

     23.     ATTORNEY  FEES.   In  the  event  that  any action or proceeding is
brought  arising  out of or in connection with this Agreement, or to enforce any
of its terms, conditions or obligations, the prevailing party to such proceeding
shall  be  entitled  to,  in  addition to any other relief, costs and reasonable
attorney  fees.

     24.     SCOPE  OF  INDEMNITY.     Indemnity  as  contemplated  pursuant  to
Paragraphs  4(a),  1(b)  and  10(d)  shall  include  the  members,  officers and
directors  of  SELLER,  including  their  spouses.  The  parties  providing such
indemnity  shall  have  the  right to choose counsel and control the litigation,
claim  or  demand and will not settle litigation, claim or demand if it requires
an  admission  of  liability against the indemnified party and, in a later case,
the  indemnified  party will not unreasonably withhold or delay its consent to a
settlement  of  such  litigation,  claim  or  demand.


                                  Page 12 of 13
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     25.     BREACH  AND  CURE.  In  the  event that any party to this Agreement
alleges a breach hereof, prior to bringing any claim for said breach, said party
shall  give  written  notice  to the other party, who shall then have a ten (10)
business  day period to cure any such alleged breach, failing which the claimant
may  proceed.



     IN  WITNESS  WHEREOF,  the  parties  have  caused this Agreement to be duly
executed  as  of  the  date  first  above-written.



PURCHASER:                              PURCHASER:
GolfGear  International,  Inc.          GolfGear  International,  Inc.



-------------------------------         ----------------------------------
By: Donald A. Anderson                  By:  Robert  N.  Weingarten
    Its:  President                          Its:  Chief  Financial  Officer


                                        SELLER:
                                        Leading  Edge,  LLC


                                        _________________________________
                                        By:  Charles  J.  Schatz,  M.D.
                                             Its:________________________



                                        _________________________________
                                        Charles  J.  Schatz,  M.D.
                                        an  individual


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