EXCLUSIVE DISTRIBUTION AGREEMENT
                        --------------------------------


This  Agreement  is  made  and  entered into on September 1, 2001 by and between
GolfGear  International,  Inc., a Nevada corporation, having its main office and
place of business at 12771 Pala Drive, California 92841 (hereinafter referred to
as  the  "Company"),  and  Yunnan  Zhongyi  Industry  CO. LTD., located at 25/F.
Fengyuan  Plaza,  Renmin  Road,  Kunming,  China (hereinafter referred to as the
"General  Exclusive  Distributor").

WHEREAS, Company manufacturers and sells products;

WHEREAS, General Exclusive Distributor desires to perform certain services on
         behalf of Company with respect to selling products;

NOW THEREFORE, in  consideration  of  mutual  conditions  and  obligations
               hereinafter set forth, the parties hereto have agreed as follows:

1.  PRODUCTS

Company hereby appoints General Exclusive Distributor, and the General Exclusive
Distributor  hereby accepts appointment as Company's exclusive sales distributor
in  Mainland  China,  Macao,  Hong Kong, and Taiwan to promote and assist in the
sales  of  products  as  listed  below:

All  golf  clubs and parts produced by Company, all golf accessories produced by
Company  (hereinafter  referred  to  as  the  "Products").

2.   TERRITORY

2.1  The  sales  territory  designated herein is the geographic area of Mainland
     China  as  well  as  Macao,  Hong Kong, Taiwan, for which General Exclusive
     Distributor  will  exert its best effort for sales of the Products. General
     Exclusive  Distributor  is expressly forbidden to export Company's Products
     to  other  markets.  General  Exclusive Distributor may not carry competing
     products  without  the  Company's  permission.

2.2  General  Exclusive  Distributor  has  full  authorization  to  appoint  sub
     distributors  within the territory agreed upon. The Company will be advised
     of  all  sub  distributor  appointments.

3.   MAJOR  RESPONSIBILITY  OF  DISTRIBUTOR

3.1  Generate  and  stimulate  interests in the Products and furnish information
     with  to  Company with regard to market trend and prospective purchasers of
     the  Products.

3.2  Participate  in  the  sales promotion activities and trade shows to benefit
     sales  of  products  and  assist  and  advise  Company  in  these  regards.

3.3  The  General  Exclusive  Distributor  will be responsible for all marketing
     efforts,  such  as  advertising,  promotion,  etc  within  the territory as
     defined  herein.

4.   MAJOR  RESPONSIBILITY  OF  COMPANY


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4.1  Endeavor  to  maintain  the  delivery  conditions of all orders accepted by
     Company.

4.2  Provide  general  distribution  to the full extent with sales and technical
     information  and  assistance  regarding  the  Products.

4.3  Keep  General  Exclusive  Distributor  informed of specification changes of
     Products.  The  parties  will  mutually  agree on all specifications and/or
     changes  to  specifications  on  all  golf  clubs.

5.   TERMS  OF  SALES

Terms  will  be  irrevocable  letter  of  credit  to  be  drawn only to GolfGear
International,  Inc.  as  per  Pro-forma  invoices F.O.B. factory; Garden Grove,
California,  U.S.A.

6.   PURCHASE  ORDER  AND  DELIVERY

The  General  Exclusive  Distributor  can  issue  purchase  orders  on behalf of
purchasers  in  the  territory  and  Company  shall ship and deliver Products by
virtue  of  purchase  order. Company requires a 90-120 day lead-time on products
produced  for General Exclusive Distributor on an exclusive basis. Products that
are  considered "in-line" goods could be shipped in a shorter period of time, to
be  determined  when  orders  are  placed.

7.   RELATIONSHIP  OF  PARTIES

Company  shall not deal directly with consumers in the territory and in case any
customer in the territory contacts Company, the Company shall notify and consult
with  General  Exclusive  Distributor.

8.   ASSIGNMENT  OF  AGREEMENT

Neither  this agreement nor any rights or obligations, hereunder may be assigned
by  General  Exclusive Distributor without the prior written consent of Company,
within  30  days.

9.   DURATION  AND  TERMINATION

9.1  This  agreement  shall be effective for an initial period of five (5) years
     from  the  effective  date  of  this  agreement,  and  shell  be  extended
     automatically  for  a  period  of  five (5) years unless there is a written
     notice  from  either  party not less than 90 days prior to expiration date.
     Upon  completion of the aforementioned two (2) five (5) year periods, there
     will  be  two  additional  five  (5)  year  periods.

9.2  If either party hereto continues in default of any obligation imposed on it
     herein  for  more  than 60 days after written notice by the other party has
     been dispatched requesting the party in default to remedy such default, the
     other  party  may  terminate by registered mail to the party in default and
     this  agreement  shall  terminate  on  the date of dispatch of such notice.

9.3  In  the event of bankruptcy; receivership; insolvency or assignment for the
     benefit  of creditors or either party hereto, the other party may terminate
     this  agreement  effective  immediately  by  giving  written notice to that
     effect.

10.  PRODUCT  LIABILITY  INSURANCE


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During  the  term  of  this  agreement,  the  Company will maintain a minimum of
$1,000,000  each  occurrence  and  $2,000,000  aggregates  of  product liability
insurance  covering  the  sale  and  distribution of its products throughout the
world, and shall name the General Exclusive Distributor as an additional insured
under  such policy. A copy of insurance policy will be provided to show proof of
insurance  on  a  worldwide  basis.

11.  PRODUCT  WARRANTY

All  products  sold  by  the Company shall be fully warranted against defects in
workmanship  for  the  life  of  the product, and any products identified by the
General  Exclusive  Distributor,  as  defective  will be replaced by the Company
without  charge,  including  freights  and  related  direct  costs.

12.  QUALITY  CONTROL

During  the term of this agreement, the Company will maintain documented quality
control  systems  and  procedures  that  meet or exceed industry standards. Both
parties  will  set a mutually agreed standard for quality control, as to what is
acceptable  and  what  would  not  be  acceptable  in terms of the definition of
"defective"

13.  EFFECTIVE  DATE

This  agreement  shall  become  effective  as  of the day and date first written
above.

14.  APPLICABLE  LAW

This  Agreement  shall  be governed by the law of State of California and by the
law  of  China.

15.  ENTIRETY

This  instrument  constitutes the entire agreement and understanding between the
parties  hereto  relative  to  the  subject  matter  hereof  and  there  are  no
understandings,  agreements,  conditions  or  representations,  oral or written,
expressed,  or  implied,  with  reference to the subject matter hereof, that are
merged herein or superseded hereby. No modification hereof shall be of any force
or  effect  unless  reduced  to  writing and signed by the parties claimed to be
bound  hereby  and  no  modification  shall be affected by the acknowledgment of
acceptance  of  any  order  containing  different  conditions.

16.  CONFIDENTIALITY

The  Company  and  General  Exclusive  Distributor  will  execute  a
confidentiality/Non-disclosure  Agreement.

17.  NON-TRADING

During  the term of this agreement, the General Exclusive Distributor agrees not
to  engage  in any open market purchases or sales of the Company's common stock,
without  the  prior  written  consent  of  the  Company.

18.  COMPREHENSIVE  AGREEMENT

Parties  may elect to prepare a more comprehensive distribution agreement to the
execution  of  this  agreement.

19.  RIGHT  TO  PURCHASE  SHARES


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19.1 The  General  Exclusive  Distributor has the right to invest one million US
     dollar  to purchase GolfGear International, Inc. four million shares within
     six months from the date of this agreement signed detailed in the terms and
     conditions  written  in  Exhibit  C.
19.2 The  General  Exclusive Distributor must fulfill the obligation to purchase
     the  order  as  specified  as  following;

First Order    before  October 30th, 2001, totaling US$250,000.00 or more, but
               less  than  US$  one  (1)  million,

Second Order   before January 30, 2002, totaling US$250,000.00 more, but less
               than  US$  one  (1)  million,

Third Order    before  April  30,  2002, totaling US$250,000.00 more, but less
               than  US$  one  (1)  million.

Forth Order    before July 30, 2002, totaling US$250,000.00 more, but less than
               US$  one  (1)  million.

20.  SALES  PERFORMANCE  SCHEDULE

This  twenty  (20)  year  agreement of four (4) five (5) year periods includes a
sales  performance  schedule  that  is  structured  as  follows:

Annual  Forecast  Amount

In Year No. 1:      Beginning  September1,  2001  total  annual purchases from
                    Company  shall  exceed  US$500,000  to  US$3,000,000.

In Year No. 2:      Totaling  annual  purchases  from the Company shall exceed
                    US$500,000  to  US$3,000,000.

In Year No. 3:      Totaling  annual  purchases  from the Company shall exceed
                    US$500,000  to  US$3,000,000.

In Year No. 4:      Totaling  annual  purchases  from the Company shall exceed
                    US$500,000  to  US$3,000,000.

In Year No. 5:      Totaling  annual  purchases  from the Company shall exceed
                    US$500,000  to  US$3,000,000.

21.  LICENSE

21.1 It  is  understood  that  General Exclusive Distributor will purchase fully
     assembled  hard  goods  (clubs,  putters,  wedges,  etc.)  from  Company

21.2 The  General  Exclusive Distributor has the right to license the name brand
     "GolfGear", including the brands Leading Edge, Diva, Player's Golf, Bel-Air
     Golf,  and any other brands that Company has used or may use in the future,
     for  use  on apparel, bags, shoes, etc. and other accessories for a six (6)
     percent  royalty  for  year  one,  five (5) percent for year two, three (3)
     percent  for  year three, and three (3) percent every year thereafter based
     on  the price that the General Exclusive Distributor pays for such goods to
     manufactory.  Such  royalty shall be paid on a quarterly basis, and Company
     shall  have  the  right  to  audit  royalty  payments  from  time  to time.


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21.3 Royalties  are  to  be  paid  on  goods  intended for resale. No royalty is
     required  on  goods  used  for  promotional  items,  give-away,  etc. Goods
     purchased  directly  from  Company  are  exempt  from  royalties.

21.4 The  name  brand  GolfGear may be licensed for tobacco products for a three
     (3)  percent  royalty  based  on  the  price  paid  to  the  manufacturers.

21.5 The  General  Exclusive  Distributor  has  the  right to use the brand name
     GolfGear,  Leading  Edge, Players Golf, Diva and any other affiliated names
     now  or  in  the  future  on  other  non-golfing related items, such as sun
     glasses, sun screen, bottled water etc. detailed in the royalty percentages
     listed  in  Item  21.2  of  this  agreement.

IN  WITNESS  WHEREOF,  the  parties have caused this agreement to be executed by
there  authorized  representatives  as  of  the  date  first  above  written:


COMPANY                                        GENERAL  EXCLUSIVE  DISTRIBUTOR




----------------------------                   --------------------------------
Donald  A.  Anderson                           George B.G. Zhang
President/Chairman                             Director/CEO
GolfGear International, Inc.                   Yunnan Zhongyi Industry CO.
LTD


Date-----------------------                    Date----------------------------


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