Promissory Note Between Wyngate Limited and GolfGear International, Inc. Dated April 8, 2002

Summary

Wyngate Limited promises to pay GolfGear International, Inc. $924,975 plus 2.88% annual interest within 18 months. The note allows for prepayment without penalty and provides a 30-day period to cure payment defaults after written notice. It is secured by a Stock Pledge Agreement and relates to a Stock Purchase Agreement dated April 8, 2002. Both parties must consent in writing to any assignment. The agreement is governed by California law.

EX-10.3 5 doc4.txt PROMISSORY NOTE $924,975.00 Riverside, California April 8, 2002 FOR VALUE RECEIVED, Wyngate Limited, a Jersey Limited Company (hereinafter "Maker") promises to pay to GolfGear International, Inc., a Nevada corporation (hereinafter "Holder") or order, at such place as it may from time to time designate by written notice to Maker, the principal sum of Nine Hundred Twenty-Four Thousand Nine Hundred Seventy-Five and 00/100 Dollars ($924,975.00), with interest thereon at the rate specified in Section 2 below. Payments will be due and payable in lawful money of the United States of America without set-off, deduction, or counterclaim. 1. Payments. Principal and interest shall be due and payable eighteen -------- (18) months from the date of this note. 2. Interest. The interest rate hereunder shall be 2.88% per annum. -------- 3. Cure. Maker shall have the right to cure any default in payment ---- hereunder for a period of thirty (30) days following written notice by Holder to Maker. 4. Attorneys' Fees. Maker agrees to pay the following costs, expenses, --------------- and attorneys' fees paid or incurred by the Holder of this note, or adjudged by a Court: (i) reasonable costs of collection, costs, expenses, and attorneys' fees paid or incurred in connection with the collection or enforcement of this note, whether or not suit is filed; and (ii) costs of such and such sum as the Court may adjudge as attorneys' fees in an action to enforce payment of this note or any part of it. Notwithstanding the above, Maker shall not be obligated to pay any costs or attorneys' fees in any action in which she is the prevailing party over the Holder. 5. Waiver. Maker waives presentment, protest, notice of dishonor and ------ non-payment. 6. Prepayment. Maker shall have the right at any time to prepay any ---------- amount owing, in whole or in part without penalty. 7. Notice. All notices under this note shall be in writing and shall ------ be delivered by personal service, or by certified or registered mail, postage prepaid, return receipt requested, to the parties. Any written notice to any of the parties required or permitted hereunder shall be deemed to have been duly given on the date of service if served personally, or seventy-two (72) hours after mailing. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. Notices to the parties shall be address as follows: Maker: Wyngate Limited c/o Peter H. Pocklington 309 Terraces North 47-111 Vintage Drive East Indian Wells, CA 92210 Holder: GolfGear International, Inc. Attn: Donald Anderson 5285 Industrial Drive Huntington Beach, CA 92649 8. Miscellaneous. This note and each of the terms hereof shall be ------------- binding upon Maker's successors and assigns. No failure on the part of the Holder hereunder to exercise, and no delay in exercising any right, power or remedy hereunder shall operate as a waiver hereof; nor shall any single or partial exercise of any right or power or remedy hereunder preclude any other or further exercise of any right, power or remedy. 9. Assignment. This note may not be assigned by either party without ---------- the written consent of the other party, which consent shall not be unreasonably withheld. 10. Security. This note is given pursuant to a Stock Purchase -------- Agreement between Maker and Holder dated April 8, 2002, and is secured by a Stock Pledge Agreement of even date herewith. 11. Governing Law. The validity, interpretation, and performance of -------------- this note shall be governed by and in accordance with the laws of the State of California. Maker: Wyngate Limited, a Jersey Limited Company By: ---------------------------- Peter H. Pocklington Its: President 2