The material is soft and very good. There are two pockets with zipper on the outside, one under the flap, the description does not mention this. The inside is very spacious with a zipper pocket and two other small pockets on the sides. The problem is with the straps. The shoulder strap is so short it gets in the way of the top zipper when I try to open the bag, not to mention being very snug on the shoulder. On the other hand the two straps for using as a back pack is so long, had to pull the buckles almost half way to fit comfortably on the back without hanging low on the back. The straps are permanently fixed and are not the clip on type, so cannot unhook the straps to hook them back at desired spots. But overall a nice looking back pack and will hold a lot of things!