Wyngate Limited
                               309 Terraces North
                            47-111 Vintage Drive East
                             Indian Wells, CA 92210
                                  (760)341-6962

                                  March 7, 2002

Board  of  Directors
GolfGear  International,  Inc.
12771  Pala  Drive
Garden  Grove,  CA  92841


                             SUBSCRIPTION AGREEMENT

Gentlemen:

     The  undersigned,  Wyngate Limited, a Jersey Limited Company, hereby agrees
to  purchase  fifteen million (15,000,000) shares ("Shares") of the common stock
of  GolfGear  International,  Inc.,  a Nevada corporation (the "Company") on the
following  terms  and  conditions:

     1.     The  purchaser  of  the  Shares  will  be  Wyngate Limited, a Jersey
Limited  Company  ("Wyngate").

     2.     The purchase price for the purchase of the Shares shall be Seven and
One-Half  Cents  ($0.075)  per  share (the last available traded price as of the
date  of  this offer), subject to adjustment in the event of an adjustment event
or  default  as  hereinafter  defined,  or  a  total  of One Million One Hundred
Twenty-Five  Thousand  Dollars  ($1,125,000.00).

          2.1  The purchase price ("Purchase Price") shall be paid by a (i) cash
               payment of Two Hundred Thousand Twenty-Five Dollars ($200,025.00)
               concurrently  with the issuance of the Shares; and (ii) Wyngate's
               promissory note ("Promissory Note") in the amount of Nine Hundred
               Twenty-Four  Thousand  Nine  Hundred  Seventy-Five  Dollars
               ($924,975.00)  with  interest  thereon  at the Federal Short Term
               Rate  determined  under  Section  1274(d) of the Internal Revenue
               Code  as  of  the  date  of  the  Promissory  Note, principal and
               interest  all  due and payable eighteen (18) months from the date
               of  the  Promissory  Note. The Shares shall be represented by two
               (2)  stock  certificates,  one  (1)  for  two million six hundred
               sixty-seven  thousand  (2,667,000)  shares and one (1) for twelve
               million  three thirty-three thousand (12,333,000) shares. Wyngate
               shall grant to the Company a security interest in the certificate
               representing  the  twelve  million  three  thirty-three  thousand
               (12,333,000)  shares  which  shall  be  pledged  as  security for
               payment  of  the  Promissory  Note  ("Pledged  Shares").


                                  Page 1 of 5
<PAGE>
          2.2. The Purchase Price shall be paid and the Shares issued within ten
               (10)  days  after  execution  of  this  Agreement by the Company,
               subject  to  the  provisions  of  Paragraph  3.  below.

          2.3. In the event of default, the purchase price of the Pledged Shares
               (defined  below)  shall be adjusted from Seven and One-Half Cents
               ($0.075)  per  share  to  Twenty  Five  Cents  ($0.25)  per share
               retroactively  by  the  cancellation  of  any  certificate  or
               certificates  representing  the  Pledged  Shares  issued  and
               re-issuance  of  a  new certificate reflecting the adjustment. An
               event  of  default  ("Default")  shall be defined as follows: (i)
               failure  to  pay  the  Promissory  Note when due; (ii) failure to
               provide  Two  Million Dollars ($2,000,000.00) of financing within
               ninety  (90)  days of execution of this Agreement as contemplated
               under  Paragraph  4  below.

          2.4  The Company is currently in litigation with one of its investors,
               M.C.  Corporation,  a  Japanese company, whereby M.C. Corporation
               alleges  to  be  owed  approximately  eight  million five hundred
               thousand  (8,500,000)  shares  of the Company's common stock. The
               Company denies this allegation. Any settlement of this litigation
               shall  require  the  approval  of  a  majority  of  the  Board of
               Directors  plus  two  (2).

     3.     For  a period of ten (10) days commencing with the date of execution
of  this Agreement by the Company, Wyngate shall have the right to conduct a due
diligence  review  of  the  Company  and its financial records including without
limitation  corporate  records, minute books, stock books, pending or threatened
litigation,  patents  and  intellectual  property,  financial statements.  On or
before the end of such ten (10) day period Wyngate shall either pay the Purchase
Price  described  in  Paragraph 1. above or terminate this Agreement in writing.
If  this Agreement is terminated neither party shall have any further obligation
or  liability  to  the  other.

     4.     Concurrently  with  the  purchase  of  the  Shares,  Wyngate and its
President,  Peter  H. Pocklington, shall have the exclusive right to implement a
financing  for  the  Company  ("Financing")  through  a  sale  of  the Company's
convertible  debentures  ("Debentures")  in  the  minimum  amount of Two Million
Dollars  ($2,000,000.00)  and  the  maximum  amount  of  Three  Million  Dollars
($3,000,000.00)  with  the  following  terms:

          (A)  The  Debentures shall be issued in minimum amounts of One Hundred
               Thousand  Dollars  ($100,000.00)  and would be sold to accredited
               investors  only  as  that  term  is  defined under the applicable
               Securities  Act  of  1933,  as  amended  (the  "Act").

          (B)  If  Wyngate  is  successful  in  obtaining  Two  Million  Dollars
               ($2,000,000.00)  or  more  through the Financing, the Company, in
               its  sole  discretion,  shall have the right to accept additional
               amounts  raised by the Company from third parties, if offered, to
               bring  the  total  sale  of  Debentures  to  Four Million Dollars
               ($4,000,000.00).


                                  Page 2 of 5
<PAGE>
          (C)  The  Debentures  shall  bear  interest  at seven percent (7%) per
               annum  and  would  be  secured  by  a  security  interest  in the
               intellectual  property and patents owned by the Company on all of
               its  products. Interest shall accrue and be due on the earlier of
               the  conversion date or the due date which would be eighteen (18)
               months  from  the  date  of  the  closing  of  the  Financing.

          (D)  An  escrow  account  ("Escrow  Account") shall be established for
               deposit  of  the funds collected from the Financing and a minimum
               of  Two  Million  Dollars ($2,000,000.00) must be received by the
               Company  before  any  proceeds  of the Financing may be disbursed
               from  the  Escrow  Account  to  the  Company. Upon receipt of Two
               Million  Dollars  ($2,000,000.00)  into the Escrow Account, funds
               shall be released to the Company unless there has been a material
               adverse  change  in  the  financial  condition  of the Company as
               existing  on  the  date  of  this  Agreement.

          (E)  The holders of the Debenture shall have an option, commencing six
               (6)  months  after  the  issuance date, to convert the Debentures
               (including accrued interest) to shares of common stock at a price
               of  Twenty-Five Cents ($0.25) per share in increments of not less
               than  Twenty-Five  Thousand  Dollars  ($25,000.00).

          (F)  For  each common share received upon conversion, the holder shall
               receive  a  warrant  for  the  purchase  of  one (1) share of the
               Company's  common stock at a price of Ten Cents ($0.10) per share
               exercisable  for a period of eighteen (18) months. Warrants shall
               contain  standard  anti-dilution  provisions and will not provide
               for  any  exercise  provisions for consideration other than cash.

          (G)  While any warrants are outstanding, if the Company's common stock
               should  trade at One Dollar ($1.00) per share or above for twenty
               (20)  consecutive  trading days, or if the Company's common stock
               becomes listed on the NASDAQ SmallCap, National Market System, or
               the  American Stock Exchange, the Company shall have the right to
               call  the  warrants  upon  thirty (30) days written notice by the
               payment  of  One  Cent  ($0.01) per warrant, provided that during
               such  thirty  (30)  day period any holder of a warrant would have
               the  continuing  right  to  exercise  the  option to purchase the
               Company's  common  stock  under  such  warrants  as  provided  in
               Paragraph  4.(D)  above.

          (H)  Wyngate shall receive a finder's fee of seven percent (7%) of all
               amounts  raised  through its efforts in the Financing and Wyngate
               will  pay  from  such  fee  all  costs  and fees of the Financing
               including  legal  fees,  printing costs, filing fees, postage and
               similar  expenses which finder's fees and expenses and costs will
               be  paid  to  Wyngate,  and to others in Wyngate's discretion, by
               issuance  and  delivery  of shares of the Company's common stock.
               The  number  of  shares  of common stock issued in payment of the
               finder's  fee shall be determined by using a value of Twenty-Five
               Cents  ($0.25)  per  share.  Any  costs of the Company, including
               legal  fees  and  accounting  fees  of the Company's attorney and


                                  Page 3 of 5
<PAGE>
               accountants,  incurred as part of the financing, shall be paid by
               the Company. For each share of common stock, issued in payment of
               the finder's fee, Wyngate shall be granted a warrant entitling it
               to  purchase  one  (1)  share of the Company's common stock for a
               price  of  Ten Cents ($.10) per share exercisable for a period of
               eighteen  (18)  months.  Warrants  shall  contain  standard
               anti-dilution  provisions  and  will not provide for any exercise
               provisions  for  consideration other than cash. Wyngate shall not
               be  entitled  to a finder's fee for any amounts raised from third
               parties  as specified in Paragraph 4.(B) above solely through the
               efforts  of  the  Company.

          (I)  Upon  receipt  of  the  minium  amount  of  Two  Million  Dollars
               ($2,000,000.00) by the Company under the Financing, Wyngate shall
               use  its  best  efforts  to  provide  the  Company with up to Two
               Million  Dollars  ($2,000,000.00)  of  accounts  receivable  and
               inventory  financing.

     5.     The  use  of  the  proceeds  from the purchase of the Shares and the
Financing  shall  be  used  to  fund  the  production  and  distribution  of  an
infomercial,  sales and marketing, tour promotion inventory purchases, repayment
of  loans and advances, accounts payable, accrued expenses, product development,
patent development, litigation and general operating expenses all of which shall
be  subject  to  the  approval  of  the  Board  of  Directors.

     6.     The  Shares  and any shares issued upon conversion of the Debentures
or  upon  exercise  of  warrants  shall  have  piggyback  registration  rights.

     7.     The  Shares,  the Debentures and any shares issued upon a conversion
of  the  Debentures  or  exercise  of  warrants  shall  be considered restricted
securities  as  that  term is defined by the Securities and Exchange Commission,
and  issuance of all securities described herein shall be in compliance with all
applicable  state  and  federal  securities laws and regulations, and subject to
preparation  and  execution  of  appropriate  legal  documentation.

     8.     Prior to the Financing, the Company shall negotiate a new employment
agreement with Don Anderson which will contain provisions mutually acceptable to
the  Company  and  Wyngate.  Additionally,  compensation  and/or  settlement  of
outstanding  obligations  to  Board members, Robert Williams, Robert Weingarten,
Roger  Miller and corporate counsel, Gary Wykidal and others, shall be agreed to
among  the Company, Weingarten and such persons as a condition to the release of
funds  from  the  Escrow  Account.

     9.     As  a  condition  to,  and  upon  release  of, funds from the Escrow
Account, the Company's Board of Directors shall consist of a number of Directors
agreed  to between Wyngate and the Company provided that a majority of the Board
shall  be  appointees  of  Wyngate.  Wyngate  and  the  Company have agreed that
initially  the  Board shall consist of nine (9) members, five (5) of which shall
be  appointees  of  Wyngate.

     10.     This  offer  shall  be  valid  through 5:00 p.m. March 25, 2002 and
unless  accepted  by the Company's Board of Directors on or before that time and
date  it  shall  expire  unless  extended  by  Wyngate.


                                  Page 4 of 5
<PAGE>
     11.     Upon  the  successful  completion  of  the  financing  contemplated
herein,  for a period of eighteen (18) months from closing, Peter H. Pocklington
shall  have  the  right  to  have  the Company acquire Meditron Medical, Inc., a
Canadian  corporation  engaged  in  the medical manufacturing and sales business
controlled  by  him,  in  a  reverse  merger transaction through the issuance of
shares  of common stock of the Company only, with an agreed value of Twenty Five
Cents  ($0.25)  per  share.  The  value of the medical products company shall be
determined  by  obtaining a fairness opinion from a reputable investment banking
firm.

     12.     All the provisions of this Agreement are subject to compliance with
applicable laws and regulations governing the Company and its securities and are
subject  to  preparation and execution of definitive legal documents approved by
counsel  to  the Company and Wyngate containing the terms and conditions of this
offer  and  reasonable terms and conditions required to carry out such terms and
conditions.

     If  the  foregoing  is  acceptable  please  execute  a  copy of this Letter
Agreement  as  indicated and return the same to the undersigned on or before the
expiration  date.

                                         Very  truly  yours,

                                         Wyngate  Limited,
                                         a  Jersey  Limited  Company


                                         By:
                                            ------------------------------------
                                            Peter H. Pocklington, President


THE FOREGOING OFFER IS AGREED
TO AND ACCEPTED ON BEHALF OF
GOLFGEAR INTERNATIONAL, INC.
BY ITS BOARD OF DIRECTORS
THIS ___ DAY OF ______, 2002.

GolfGear International, Inc.
a  Nevada  corporation


By:
   ------------------------------

      Its:
          -----------------------


                                  Page 5 of 5
<PAGE>