STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement (the "Agreement") is made as of April 8, 2002
by  and  between  GolfGear  International,  Inc.,  a  Nevada  corporation  (the
"Company")  and  Wyngate  Limited,  a Jersey Limited Company ("Purchaser").  The
Company  and  Purchaser  are  sometimes  hereinafter referred to individually as
"party"  and  collectively  as  "parties".

     Recitals

     A.   The  Company  designs,  develops  and  markets innovative premium golf
clubs.

     B.   Purchaser  is  an  "accredited" investor as that term is defined under
Rule  501  of  Regulation  D  of  the  Securities  Act  of  1933.

     C.   Purchaser  executed  that  certain  Binding  Subscription  Letter
Agreement  dated  March  7,  2002  and executed by the Company on March 23, 2002
setting  forth  the  terms  and  conditions under which Purchaser would purchase
common  stock  of  the  Company  and  assist  the  Company  with  future funding
("Subscription  Agreement").  The  Subscription  Agreement is attached hereto as
Exhibit  "A"  and  by  this  reference  made  a  part  hereof.

     D.   The  Company  has  approved  the  sale and issuance of common stock of
the  Company  to  Purchaser.

     E.   The  Purchaser  has had an opportunity to analyze an investment in the
Company  and  the  purchase  of  the  Company's  common  stock.

     F.   Based  on  Purchaser's  review  of  the  Company, Purchaser desires to
purchase  fifteen  million  (15,000,000) shares of common stock ("Stock") in the
Company  and  the Company desires to sell and issue fifteen million (15,000,000)
shares  of  Stock  to  Purchaser  on  the terms and conditions set forth in this
Agreement.

                              Operative Provisions


     The parties hereby agree as follows:

     1.   Purchase  and  Sale  of  Stock.
          -------------------------------

          1.1  Sale  and  Issuance  of  Stock.  Subject  to  the  terms  and
               -------------------------------
conditions  of  this  Agreement,  Purchaser  agrees  to purchase at the Closing,
defined  below,  and  the  Company  agrees to sell and issue to Purchaser at the
Closing  fifteen  million  (15,000,000)  shares of Stock at a price of Seven and
One-Half  Cents  ($0.075)  per  share  for  the  aggregate purchase price of One
Million  One  Hundred  Twenty-Five  Thousand  Dollars ($1,125,000.00) ("Purchase
Price")  payable  at  the  Closing  as  follows:


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               (a)     Two Hundred Thousand Twenty-Five Dollars ($200,025.00) in
immediately  available  funds;  and

               (b)     A  promissory  note  in the principal sum of Nine Hundred
Twenty-Four  Thousand  Nine  Hundred  Seventy-Five  Dollars  ($924,975.00)
("Promissory Note") in substantially the form attached hereto as Exhibit "B" and
by  this  reference made a part hereof.  The Promissory Note shall bear interest
per  annum  at the Federal Short Term Rate under Section 1274(d) of the Internal
Revenue  Code  and shall be secured by twelve million three hundred thirty-three
thousand  (12,333,000)  shares of the Stock pursuant to a Stock Pledge Agreement
in  substantially  the form attached hereto as Exhibit "C" and by this reference
made a part hereto ("Pledge Agreement").  Principal and interest accrued thereon
under the Promissory Note shall be due and payable eighteen (18) months from the
date  of  the  Promissory  Note.

          1.2  Closing;  Delivery.
               -------------------
               (a)     The  purchase  and  sale of the Stock shall take place at
the  offices of Varner, Saleson & Brandt LLP, 3750 University Avenue, Suite 610,
Riverside,  California,  concurrently  with the execution of this Agreement (the
"Closing").

               (b)     Purchaser  shall  deliver  the  Purchase  Price,  the
Promissory  Note  and  the  Pledge  Agreement  at  the  Closing.

               (c)     At  the  Closing,  the Company shall deliver to Purchaser
two  (2)  certificates  representing the Stock; one (1) certificate representing
two  million  six  hundred seventy-seven thousand (2,677,000) shares and one (1)
certificate  representing  twelve  million  three  hundred thirty-three thousand
(12,333,000)  shares.

     2.   Representations,  Warranties  and  Covenants  of  the  Company.  The
          ---------------------------------------------------------------
Company  hereby  represents,  warrants  and  covenants  to  Purchaser  that:

          2.1  Organization,  Good  Standing  and  Qualification. The Company is
               --------------------------------------------------
a  corporation  duly  organized, validly existing and in good standing under the
laws  of  the  State of Nevada, is duly qualified to do business in the State of
California  and  has all requisite corporate power and authority to carry on its
business  as  now  conducted  and  as  proposed  to  be  conducted.

          2.2  Capitalization.  The  authorized  capital  of  the Company at the
               ---------------
Closing  will  be  as  follows:

               (a)     Three  million  (3,000,000)  shares of Series A Preferred
Stock  with  rights,  privileges and preferences as stated in the Certificate of
Determination  of  the  Company  dated  October  20,  1999  of which two hundred
forty-five  thousand  thirty  (245,030) are issued and outstanding, which are in
the  process  of being converted into shares of common stock.  The Company shall
not  issue  any  additional  Series  A  Preferred  Stock.


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               (b)     Fifty  million  (50,000,000)  shares  of Common Stock, of
which  fifteen  million five hundred thirty-nine thousand one hundred fifty-four
(15,539,154)  shares  are  issued and outstanding as of March 31, 2002 excluding
shares  of  common  stock  issuable  to  the  holders of the Company's preferred
shares.

          2.3  Authorization.  All  corporate  action  on  the  part  of  the
               --------------
Company,  its  officers,  directors  and  shareholders  necessary  for  the
authorization,  execution and delivery of this Agreement, the performance of all
obligations  of  the  Company  hereunder  and  thereunder and the authorization,
issuance  and delivery of the Stock has been taken or will be taken prior to the
Closing,  and  the  Agreement, when executed and delivered by the Company, shall
constitute  valid  and  legally  binding  obligation of the Company, enforceable
against  the  Company  in  accordance  with  its  terms.

          2.4  Valid  Issuance  of  Securities.  The  Stock,  when  issued, sold
               --------------------------------
and  delivered  in  accordance  with  the  terms  hereof  for  the consideration
expressed  herein, will be duly and validly issued, fully paid and nonassessable
and  free  of restrictions on transfer other than restrictions on transfer under
this  Agreement  and  applicable  state  and  federal  securities  laws.

          2.5  Governmental  Consents.  No  consent,  approval,  order  or
               -----------------------
authorization  of,  or  registration, qualification, designation, declaration or
filing  with,  any federal, state or local governmental authority on the part of
the  Company is required in connection with the consummation of the transactions
contemplated  by  this  Agreement, except for filings pursuant to the California
Corporations  Code  and  the  Securities  Act  of  1933.

          2.6  Litigation.  There  is  no  action,  suit,  proceeding  or
               -----------
investigation  pending  or,  to  the  Company's  knowledge, currently threatened
against the Company that questions the validity of the Agreement or the right of
the  Company  to  enter  into it, or to consummate the transactions contemplated
hereby.  The  Company  has  disclosed to Purchaser that it is in litigation with
M.C.  Corporation  concerning a claim by M.C. Corporation that it is entitled to
additional  shares  of the Company's common stock.  The Company is not presently
defending  and  is  not  aware  of  any  other  threatened,  material litigation
involving  the  Company.

          2.7  Intellectual  Property.  The  Company  has  received  valid  and
               -----------------------
active  registration  statements  in its name for all trademarks, service marks,
patents and other intellectual property and has good and marketable title to its
intellectual  property  listed  on  Exhibit  "D"  attached  hereto  and  by this
reference  made  a  part hereof, free and clear of restrictions, liens, pledges,
charges,  encumbrances,  equities  and  claims  of  any  nature  whatsoever.

          2.8  No  Default.  The  Company  is  not in default under any material
               ------------
agreement  entered  into  by  the  Company  and  is  not aware of any default or
potential  or threatened default by any third parties under any such agreements.

          2.9  Payment  of  Taxes.  The  Company  has  paid  current  all
               -------------------
outstanding  taxes  owed to any governmental authority including but not limited
to state and federal income taxes, payroll taxes, property taxes, sales tax, and
has  not received any notices declaring any delinquency in the payment of taxes.


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         2.10  Environmental  Laws.  The  Company  has  complied  with  all
               --------------------
environmental  laws  with  respect to it and its operations and has not received
nor  does  it  have  any  reason  to believe that it will receive any notices of
violation  regarding  any  environmental  laws  relating  to  the Company or its
operations.

         2.11  Disclosure.  The  Company  has  provided  Purchaser  all  the
               -----------
information  which  Purchaser  has requested for deciding whether to acquire the
Stock  and all information which the Company believes is reasonably necessary to
enable  Purchaser  to  make  such  a  decision including, but not limited to all
intellectual  property  information,  including  patents  and  trademarks,  all
litigation, all material agreements, all charter documents and books and records
of  the Company.  No representation or warranty of the Company contained in this
Agreement  contains  any untrue statement of a material fact or omits to state a
material  fact  necessary to make the statements contained herein or therein not
misleading  in  light  of  the circumstances under which they were made.  To the
extent  any  such  information  was  prepared  by management of the Company, any
financial  and  other  projections contained therein were prepared in good faith
using reasonable assumptions; however, the Company does not warrant that it will
achieve  such  projections.

     3.   Representations  and  Warranties  of  Purchaser.  Purchaser  hereby
          ------------------------------------------------
represents  and  warrants  to  the  Company  that:

          3.1  Purchase  Entirely  for  Own Account. This Agreement is made with
               -------------------------------------
Purchaser  in  reliance  upon Purchaser's representation to the Company that the
Stock  to  be  acquired  by  Purchaser  will  be  acquired  for  investment  for
Purchaser's  own  account, not as a nominee or agent, and not with a view to the
resale  or  distribution  of any part thereof, and that Purchaser has no present
intention  of  selling, granting any participation in, or otherwise distributing
the  same.  By  executing  this  Agreement,  Purchaser  further  represents that
Purchaser  does  not  presently  have  any  contract,  undertaking, agreement or
arrangement  with  any  person to sell, transfer or grant participations to such
person  or  to  any  third  person, with respect to any of the Stock.  Purchaser
represents  that  it  has full power and authority to enter into this Agreement.

          3.2  Investment  Representation.
               ---------------------------

               (a)     Purchaser  is  aware  of  and familiar with the Company's
business affairs and financial condition and has acquired sufficient information
about  the Company to reach a knowledgeable and informed decision to acquire the
Stock.

               (b)     Purchaser  has consulted with such professional advisors,
if  any,  as  Purchaser  has  seen  fit  in  connection  with  this  investment.

               (c)     Purchaser,  and  Purchaser's  advisors, if any, have such
knowledgeable and experience in financial and business matters that Purchaser is
capable  of  evaluating  the  merits  and  risks  of an investment in the Stock.

               (d)     Purchaser  understands  that an investment in the Company
is  speculative,  that  any  possible  profits therefrom are uncertain, and that
Purchaser  must  bear the economic risks of


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<PAGE>
the  investment  in  the  Company for an indefinite period of time. Purchaser is
able  to  bear  these  economic  risks  and  to hold the Stock for an indefinite
period.

               (e)  Purchaser  and  Purchaser's  advisors, if any, have received
all  information  and  data  with  respect  to  the  Company  that  Purchaser or
Purchaser's  advisors have requested and have deemed relevant in connection with
an  evaluation of the merits and risks of this investment in the Company, and do
not  desire  any  further  information  or data with respect to the Company that
Purchaser  or  Purchaser's  advisors  have requested and have deemed relevant in
connection with an evaluation of the merits and risks of this investment or data
with  respect  to  the  Company  prior  to  the  purchase  of  the  Stock.

               (f)  Purchaser  is  a  bona  fide resident and domiciliary, not a
temporary  transient resident, of the State of California, Purchaser's principal
place  of  residence  is  in California, and Purchaser does not have any present
intention  of  moving  Purchaser's  principal  residence  from  California.

               (g)  Purchaser  understands  and  agrees  that  (i)  the  stock
records of the Company will be noted with respect to such restrictions, and (ii)
the  Company will not be under any obligation to register the Stock or to comply
with  any  exemption  available  for  sale  of  the  Stock without registration.

               (h)  Purchaser  is  an  "accredited  investor"  as  defined under
Rule  501  of  Regulation  D  of  the  Securities  Act  of  1933.

               (i)  Purchaser  understands  that  the Stock will be issued under
Rule  144  of  the  Securities Act of 1933 which provided certain limitations on
resale  of  the  Stock.  Purchaser  understands  that  in  the event the Company
registers  its  restricted  common  stock,  Purchaser  shall  have  piggyback
registration  rights  at  no  cost  to  Purchaser.

     4.   Conditions  of  Purchaser's  Obligations  at  Closing. The obligations
          ------------------------------------------------------
of Purchaser to the Company under this Agreement are subject to the fulfillment,
on  or before the Closing, of each of the following conditions, unless otherwise
waived:

          4.1  Representations  and  Warranties.  The  representations  and
               ---------------------------------
warranties  of  the  Company contained in Section 2 shall be true and correct on
and  as  of  the Closing with the same effect as though such representations and
warranties  had  been  made  on  and  as  of  the  date  of  the  Closing.

          4.2  Performance.  The  Company  shall  have  performed  and  complied
               ------------
with  all  covenants,  agreements,  obligations and conditions contained in this
Agreement  that are required to be performed or complied with by it on or before
the  Closing.

          4.3  Qualifications.  All  authorizations,  approvals  or  permits, if
               ---------------
any, of any governmental authority or regulatory body of the United States or of
any  state  that are required in connection with the lawful issuance and sale of
the  Stock  pursuant to this Agreement shall be obtained and effective as of the
Closing.


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     5.   Conditions  of  the  Company's Obligations at Closing. The obligations
          ------------------------------------------------------
of the Company to Purchaser under this Agreement are subject to the fulfillment,
on  or before the Closing, of each of the following conditions, unless otherwise
waived:

          5.1  Representations  and  Warranties.  The  representations  and
               ---------------------------------
warranties  of Purchaser contained in Section 3 shall be true and correct on and
as  of  the  Closing  with  the  same  effect as though such representations and
warranties  had  been  made  on  and  as  of  the  Closing.

          5.2  Performance.  All  covenants,  agreements  and  conditions
               ------------
contained  in  this  Agreement  to  be performed by Purchaser on or prior to the
Closing  shall  have  been  performed or complied with in all material respects.

          5.3  Qualifications.  All  authorizations,  approvals  or  permits, if
               ---------------
any, of any governmental authority or regulatory body of the United States or of
any  state  that are required in connection with the lawful issuance and sale of
the  Stock  pursuant to this Agreement shall be obtained and effective as of the
Closing.

     6.   Miscellaneous.
          --------------

          6.1  Survival  of  Warranties.  Unless  otherwise  set  forth  in this
               -------------------------
Agreement,  the  warranties,  representations  and  covenants of the Company and
Purchaser  contained  in  or  made  pursuant to this Agreement shall survive the
execution  and  delivery  of  this  Agreement  and  the  Closing.

          6.2  Transfer;  Successors  and  Assigns.  The terms and conditions of
               ------------------------------------
this  Agreement shall inure to the benefit of and be binding upon the respective
successors  and  assigns  of  the parties. Nothing in this Agreement, express or
implied,  is  intended to confer upon any party other than the parties hereto or
their  respective  successors  and assigns any rights, remedies, obligations, or
liabilities  under  or by reason of this Agreement, except as expressly provided
in  this  Agreement.

          6.3  Governing  Law.  This  Agreement  and  all  acts and transactions
               ---------------
pursuant  hereto  and  the rights and obligations of the parties hereto shall be
governed,  construed and interpreted in accordance with the laws of the State of
California,  without  giving  effect  to  principles  of  conflicts  of  law.

          6.4  Counterparts.  This  Agreement  and  any  modifications,
               -------------
amendments  or  supplements thereto may be executed in several counterparts, and
all  so  executed  shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties are not signatories to the original or the same
counterpart.  The  parties may also deliver executed copies of this Agreement to
each  other  by  facsimile,  which  facsimile  signatures shall be binding.  Any
facsimile  delivery  of signatures shall be followed by the delivery of executed
originals.

          6.5  Titles  and  Subtitles.  The  titles  and  subtitles used in this
               -----------------------
Agreement  are  used  for  convenience  only  and  are  not  to be considered in
construing  or  interpreting  this  Agreement.

          6.6  Notices.  Any  notice  required  or  permitted  by this Agreement
               --------
shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally  or  by  overnight courier or


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sent  by telegram or fax, or forty-eight (48) hours after being deposited in the
U.  S.  mail as certified or registered mail, with postage prepaid, addressed to
the  party  to  be  notified  at  such party's address as set forth below, or as
subsequently  modified  by  written  notice.

          6.7  Finder's  Fee.  Each  party  represents  that  it  neither is nor
               --------------
will  be  obligated  for  any finder's fee or commission in connection with this
transaction.  Purchaser  agrees  to  indemnify  and to hold harmless the Company
from  any  liability  for  any  commission  or  compensation  in the nature of a
finder's  fee (and the costs and expenses of defending against such liability or
asserted  liability)  for  which Purchaser or any of its officers, employees, or
representatives  is  responsible.  The  Company  agrees  to  indemnify  and hold
harmless  Purchaser from any liability for any commission or compensation in the
nature  of  a finder's fee (and the costs and expenses of defending against such
liability  or  asserted liability) for which the Company or any of its officers,
employees  or  representatives  is  responsible.

          6.8  Expenses.  Except  as  indicated  in  the  Subscription Agreement
               ---------
each party to this Agreement shall pay its own expenses incurred with respect to
this  Agreement,  the  documents  referred  to  herein  and  the  transactions
contemplated  hereby  and thereby, irrespective of whether such transactions are
consummated.

          6.9  Attorneys'  Fees.  If  any  action at law or in equity (including
               ----------------
arbitration)  is  necessary  to  enforce  or  interpret  the terms of any of the
Agreements,  the  prevailing  party  shall  be entitled to reasonable attorneys'
fees, costs and necessary disbursements in addition to any other relief to which
such  party  may  be  entitled.

         6.10  Severability.  If  one  or  more  provisions  of  this  Agreement
               -------------
are  held  to  be  unenforceable  under  applicable  law,  the  parties agree to
renegotiate  such  provision in good faith. In the event that the parties cannot
reach  a mutually agreeable and enforceable replacement for such provision, then
(a) such provision shall be excluded from this Agreement, (b) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance  of  the  Agreement  shall  be enforceable in accordance with its terms.

         6.11  Delays  or  Omissions.  No  delay  or  omission  to  exercise any
               ----------------------
right,  power  or  remedy  accruing  to any holder of any of the Stock, upon any
breach  or  default  of  the Company under this Agreement, shall impair any such
right,  power  or remedy of such holder nor shall it be construed to be a waiver
of  any  such  breach  or  default,  or an acquiescence therein, or of or in any
similar  breach  or  default  thereafter  occurring; nor shall any waiver of any
single  breach  or  default  be  deemed  a waiver of any other breach or default
theretofore  or thereafter occurring. Any waiver, permit, consent or approval of
any  kind  or character on the part of any holder of any breach or default under
this  Agreement,  or  any  waiver on the part of any holder of any provisions or
conditions  of this Agreement, must be in writing and shall be effective only to
the  extent  specifically  set forth in such writing. All remedies, either under
this  Agreement  or  by  law  or  otherwise  afforded  to  any  holder, shall be
cumulative  and  not  alternative.

         6.12  Entire  Agreement.  This  Agreement,  the  Subscription
               ------------------
Agreement,  the  Promissory  Note and the Pledge Agreement constitute the entire
agreement  between  the  parties hereto


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<PAGE>
pertaining  to  the subject matter hereof, and any and all other written or oral
agreements  existing  between  the  parties  hereto  are  expressly  canceled.

         6.13  Confidentiality.  Each  party  (the  "receiving  party")  hereto
               ----------------
agrees  that,  except  with the prior written permission of the other party (the
"disclosing  party"),  the  receiving party shall at all times keep confidential
and not divulge, furnish or make accessible to anyone (other than its attorneys,
accountants  and  advisors)  any  confidential  information,  knowledge  or data
concerning  or  relating  to the business or financial affairs of the disclosing
party  to which such receiving party has been or shall become privy by reason of
this  Agreement,  discussions  or  negotiations  relating to this Agreement, the
performance  of  its  obligations  hereunder or the ownership of Stock purchased
hereunder.  The provisions of this Section 6.13 shall be in addition to, and not
in  substitution  for,  the  provisions  of any separate nondisclosure agreement
executed  by  the  parties  hereto with respect to the transactions contemplated
hereby.  This  obligation shall not apply to any information, knowledge or data:
(a) which is generally known to the public or in the relevant trade or industry,
or  (b)  which becomes generally known to the public or in the relevant trade or
industry  through  no fault of the receiving party, or (c) which is known to the
receiving  party  prior to disclosure from the disclosing party, or (d) which is
lawfully  disclosed  by  a  third  party  to  the  receiving  party  without any
obligation  of  confidentiality  on  the  receiving  party,  or  (e)  which  is
independently  created by the receiving party, or (f) which is required by order
of  a  court,  agency  or  governmental  entity  or  by  law or regulation to be
disclosed.

         6.14  Incorporation  of  Recitals  and  Exhibits.  The  Recitals  set
               -------------------------------------------
forth  above  and  the Exhibits attached hereto are incorporated as though fully
set  forth  herein.

     The  parties  have  executed  this  Agreement  as of the date first written
above.

                                    COMPANY:

                                    GolfGear International, Inc.,
                                    a Nevada corporation


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


                                    PURCHASER:

                                    Wyngate Limited,
                                    a Jersey Limited Company


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


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