STOCK PLEDGE AGREEMENT


     This Stock Pledge Agreement ("Agreement") is made and entered into this 8th
day  of  April,  2002,  by and between Wyngate Limited, a Jersey Limited Company
("Pledgor")  and GolfGear International, Inc., a Nevada corporation ("Pledgee").
Pledgor  and  Pledgee  are  sometimes  hereinafter  referred  to individually as
"party"  and  collectively  as  "parties".

                                    Recitals
                                    --------

          A.     Pledgor  and  Pledgee  have  entered  into  a  Stock  Purchase
Agreement,  the  terms  of which require Pledgor to purchase from Pledgee twelve
million  three  hundred  thirty-three thousand (12,333,000) shares of the common
stock  of  Pledgee  ("Corporation").

          B.     Pursuant  to terms of the Stock Purchase Agreement described in
Recital  A.  above  Pledgor  executed and delivered to Pledgee a Promissory Note
("Note")  in the principal sum of Nine Hundred Twenty-Four Thousand Nine Hundred
Seventy-Five and 00/100 Dollars ($924,975.00) a copy of which is attached hereto
as  EXHIBIT  "A",  and  by  this  reference  made  a  part  hereof.

          C.     The Stock Purchase Agreement requires the Note to be secured by
a  security  interest  in the twelve million three hundred thirty-three thousand
(12,333,000)  shares of the Corporation's common stock purchased by Pledgor from
Pledgee  as  security  for  all  the obligations contained in the Note ("Secured
Obligations").

          NOW,  THEREFORE,  the  parties  hereby  agrees  as  follows:

          1.     Incorporation  of  Recitals.  The  Recitals set forth above are
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material  and  by this reference are incorporated herein and made a part of this
Agreement.

          2.     Grant  of  Security  Interest.  To  secure  the full and prompt
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payment in performance of all the Secured Obligations of Pledgor, Pledgor hereby
grants  in  favor  of  Pledgee a security interest in and does hereby pledge and
hypothecate  to  Pledgee  and  deposits with Pledgee as security for the Secured
Obligations  twelve  million  three  hundred  thirty-three thousand (12,333,000)
shares  of  the  Corporation's common stock, represented by Certificate No. 1700
(the  "Shares").

          3.     Representations  of  Pledgor.  Pledgor  represents that it owns
                 ----------------------------
the  Shares  free  and  clear  of any liens or encumbrances, and that it has the
right  and  authority  to  pledge  the  Shares  as provided by the terms of this
Agreement.  Pledgor  further  represents  it  has  not  transferred,  assigned,
encumbered or created any right in favor of any other person or entity in and to
the  Shares.

          4.     Rights  to  Dividends,  etc.  Pledgor  shall  be  entitled  to
                 ---------------------------
receive,  as  its  sole  property,  all  dividends,  interest  and distributions
generated  by  the  Shares  so  long  as it is not delinquent in making payments
required  by  the Note.  If at any time Pledgor is delinquent in making payments
required  by  the  Note, all dividends, interest, and distributions generated by
the  Shares  shall  be  paid  to  Pledgee.


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          5.     Voting  Rights.  Pledgor shall have the exclusive right to vote
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the  Shares  during  the time they are held by the Pledgee.  Pledgor and Pledgee
further  understand and agree that during the time the Shares are deposited with
Pledgee,  Pledgee  shall  not  have  any voting power with regard to the Shares,
except  that  Pledgee  shall have the right to vote the Shares during any period
the  Note  is  in  default.

          6.     Rights of Pledgee on Default.  Upon the occurrence of any event
                 ----------------------------
of  default  in  payment  of  the  Note  or  the breach by Pledgor of any of her
representations  or  covenants  contained in this Agreement, and such default or
breach  continues uncured for a period of thirty (30) days or more after written
notice  duly  given  by Pledgee to Pledgor and the Corporation, Pledgee shall be
entitled  to  exercise  all  its  rights  and  prosecute  all  actions, suits or
proceedings  to  enforce  payment and performance of the terms and conditions of
this  Agreement  and  to  take  such  other  actions as it may deem desirable to
protect  its  interests  with  respect  thereto,  including:

                 (a)   Pledgee  may either (i) sell all or part of the Shares at
public  sale in accordance with the provisions of California Commercial Code, or
(ii)  Pledgor  may  propose  to retain the Shares in satisfaction of the Secured
Obligations.  In  the  event  of public sale, Pledgee may purchase the Shares at
such public sale as provided in California Commercial Code.  The proceeds of any
such sale shall be applied in the order set forth in California Commercial Code.
Said  public  sale  may  proceed only after no less than thirty (30) days' prior
written  notice to Pledgor of the time and place of the sale but without further
demand  on Pledgor that it cure its default, except as otherwise provided by the
statutes  referred  to  hereinabove;

                 (b)   So  long as Pledgor remains in default of its obligations
under  the  terms  of  this  Agreement  or  the Note, all dividends, interest or
distributions generated by the Shares shall be held by the Pledgee as additional
security and shall be subject to foreclosure in the event of Pledgor's continued
or  subsequent  default.

          7.     Return  of Shares.  When and if the Note has been paid in full,
                 -----------------
all  certificate(s)  or  other  evidence representing the Shares and other items
then  held  in  pledge  shall  thereupon  be  promptly  released from pledge and
delivered  to Pledgor.  Pledgor shall be responsible for preparing or causing to
be  prepared  at  her  expense  all  documents  necessary to terminate Pledgee's
security  interest  in  the  Shares.

          8.     Notice.  All  notices  or  demands  of  any  kind  which may be
                 ------
required  to be served under the terms of this Agreement shall be in writing and
shall  be  deemed  served when personally delivered or five (5) days after being
mailed  by  registered or certified mail, return receipt requested, addressed as
follows:

                 Buyer:    Wyngate Limited, a Jersey Limited Company
                 -----
                           c/o  Peter  H.  Pocklington
                           309  Terraces  North
                           47-111  Vintage  Drive  East
                           Indian  Wells,  CA  92210

                 Seller:   GolfGear  International,  Inc.
                 ------
                           Attn:  Donald  A.  Anderson
                           5285  Industrial  Drive
                           Huntington  Beach,  CA  92649


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Any  party  may  change the address set forth herein by giving written notice of
said  change  to  all  parties.

          9.     Miscellaneous.
                 -------------

                 9.1    Remedies  Cumulative.  The  rights and remedies provided
                        --------------------
herein  in  favor  of  Pledgee  shall  not  be  deemed exclusive or construed as
limiting,  but shall be cumulative and shall be in addition to all of the rights
and  remedies  existing  at  law  or  in  equity.

                 9.2   Severability.  Any  provision  of this Agreement which is
                       ------------
prohibited, unenforceable or not authorized by a court of competent jurisdiction
shall be ineffective only to the extent of such prohibition, unenforceability or
non-authorization  without  invalidating  the  remaining  provisions  hereof  or
affecting  the  validity,  enforceability  or  legality  thereof.

                 9.3   Waiver of Rights, Modification of Agreement.  No delay on
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the part of Pledgee in exercising any of Pledgee's options, powers or rights, or
the  partial  or single exercise thereof, shall constitute a waiver thereof.  No
provision  of  this  Agreement may be changed, waived, modified or varied in any
manner  orally, but only by an instrument in writing signed by the party against
whom  enforcement  of  the  change, waiver, modification or variation is sought.

                 9.4   Headings.  The  section headings contained herein are for
                       --------
the  purposes  of  convenience  only and are not intended to define or limit the
contents  of  said  sections.

                 9.5   Successors;  Agreement  Binding  Upon  Successors.  This
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Agreement  is  binding  upon  and  shall inure to the benefit of the parties and
their  respective  heirs,  executors, administrators, successors, transferees or
assigns,  including  specifically  to  the  Successor  Trustee of the Bernard L.
Aronoff  Trust.  Pledgor  may  not  delegate  or transfer any of her obligations
under  this  Agreement  without the prior written consent of Pledgee which shall
not be unreasonably withheld.  With respect to Pledgor's successors and assigns,
such  successors  and  assigns  include  any  receiver,  trustee  or
debtor-in-possession  of  or  for  Pledgor.

                 9.6   Arbitration.  Any dispute arising out of, or relating to,
                       -----------
this  Agreement  or  the  breach,  termination  or the validity hereof, shall be
settled by arbitration in accordance with the Judicial Arbitration and Mediation
Services  (JAMS) rules for arbitration of business disputes by a sole arbitrator
who  shall  be  a former superior court or appellate court judge or justice with
experience in resolving business disputes.  The arbitration shall be governed by
the  California  Code  of  Civil  Procedure Section 1280 et seq. and the parties
                                                         -------
intend  this  procedure  to  be specifically enforceable in accordance with such
provisions.  Judgment  upon  the award rendered by the arbitrator may be entered
by  any  court  having  jurisdiction thereof.  The place of arbitration shall be
Riverside  County, California.  THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES
IN  EXCESS  OF  COMPENSATORY  DAMAGES  (INCLUDING REASONABLE ATTORNEYS' FEES AND
EXPERT  WITNESS  FEES)  AND  EACH  PARTY  HEREBY IRREVOCABLY WAIVES ANY RIGHT TO
RECOVER  SUCH  DAMAGES  (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES) IN ANY
FORUM.  The  arbitrator  may award equitable relief in those circumstances where
monetary  damages  would  be  inadequate.  The  arbitrator  shall be required to
follow  the  applicable  law  as  set  forth  in  governing  law section of this
Agreement.  The  arbitrator  shall award reasonable attorneys' fees and costs of
arbitration  to  the  prevailing  party  in  such  arbitration.


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                 9.7   Attorneys'  Fees and Other Costs.  Pledgor will reimburse
                       --------------------------------
Pledgee  for  all expenses incurred by Pledgee in seeking to collect and enforce
the  Secured  Obligations  and  any other rights under this Agreement, including
reasonable attorneys' fees, and actual attorneys' expenses (whether or not there
is  litigation or arbitration), court costs and all costs in connection with any
proceedings  under  the  United  States  Bankruptcy  Code.  Notwithstanding  the
foregoing, Pledgor shall not be obligated to pay any costs or attorneys' fees of
Pledgee  in  any  action  in which Pledgor is the prevailing party over Pledgee.

                 9.8   Applicable  Law.  This  Agreement  and  the  rights  and
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obligations  of  the parties hereunder shall be construed in accordance with and
governed  by  the  internal  laws  of  the  State  of  California.

          IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement
the  day  and  year  first  above  written.

                                                Pledgor:
                                                -------

                                                Wyngate Limited,
                                                a Jersey Limited Company


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



                                                Pledgee:
                                                -------

                                                GolfGear International, Inc.,
                                                a Nevada corporation


                                                By:
                                                   -----------------------------
                                                     Donald A. Anderson
                                                     Its:  President/Chairman


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EXHIBIT "A"

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