GOLFGEAR INTERNATIONAL, INC. PRIVATE
1997 STOCK INCENTIVE PLAN
1. GENERAL PROVISIONS
1.1 Purpose.
The 1997 Stock Incentive Plan (the "Plan") is intended to allow designated officers and employees (all of whom
are sometimes collectively referred to herein as "Employees") and certain Non-Employee Directors of GolfGear
International, Inc. ("GGI") and its Subsidiaries which it may have from time to time
(GGI and such Subsidiaries are referred to herein as the "Company")
to receive certain options ("Stock Options") to purchase GGI's common stock, $.001 par value ("Common
Stock"), and to receive grants of Common Stock subject to certain restrictions ("Awards"). As used in this Plan,
the term "Subsidiary" shall mean each corporation which is a "subsidiary corporation" of GGI within the meaning
of Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"). The purpose of this Plan is to
provide Employees with equity-based compensation incentives to make significant and extraordinary
contributions to the long-term performance and growth of the Company, and to attract and retain Employees of
exceptional ability.
1.2 Administration.
1.2.1 The Plan shall be administered by the Compensation Committee (the "Committee") of, or appointed by, the
Board of Directors of GGI (the "Board"). Each member of the Committee shall be a "disinterested person" as
that term is defined in Rule 16b-3 promulgated by the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), but no action of the Committee shall be
in- valid if this requirement is not met. The Committee shall select one of its members as Chairman and shall act
by vote of a majority of a quorum, or by unanimous written consent. A majority of its members shall constitute a
quorum. The Committee shall be governed by the provisions of GGI's Bylaws and of Delaware law applicable to
the Board, except as otherwise provided herein or determined by the Board.
1.2.2 The Co