Exhibit 10.1

Exhibit 10.1

    DEBENTURE
      AGREEMENT

     

    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
      IN
      RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE
      SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO
      REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED
      OR
      DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
      AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
      THE
      MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
      ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

    


    
      	 FACE AMOUNT	 $1,900,000
	 PRICE 	 $1,900,000
	 DEBENTURE NUMBER  	 May - 2006-101
	 ISSUANCE DATE	 May 15, 2006
	 MATURITY DATE	 May 15,
              2011


    

                                                                          

                                                                                           

    FOR
      VALUE
      RECEIVED, Execute Sports, Inc., a Nevada corporation (the “Company”), hereby
      promises to pay DUTCHESS PRIVATE EQUITIES FUND, LP and DUTCHESS PRIVATE EQUITIES
      FUND, II, LP (collectively, the “Holder”) by September 30, 2011 (the “Maturity
      Date”), the principal amount of One Million Nine Hundred Thousand Dollars
      ($1,900,000) U.S., and to pay interest and redemption on the principal amount
      hereof, and any accrued penalties, in such amounts, at such times and on such
      terms and conditions as are specified herein. 

    


    The
      Debenture set forth in this Agreement is subject to automatic conversion at
      the
      end of five (5) years from the date of issuance at which time the Debenture
      outstanding will be automatically converted based upon the formula set forth
      in
      Article 3.2(c). 

    


    Article
      1   Interest

    


    The
      Company shall pay twelve percent (12%) annual coupon on the unpaid Face Amount
      of this Debenture. Such payments will be made as set forth in Exhibit B hereto
      which terms are incorporated herein by reference. The first payment is due
      and
      payable within thirty (30) days of the Holder's disbursement of funds to the
      Company (a "Closing").

    


    Any
      monies paid to the Holder in excess of the interest due when paid shall be
      credited toward the Redemption of the Face Amount of the Debenture.


    


    


    Article
      2  Method
      of Payment

    


    Section
      2.1 Prior
      to
      Registration with the SEC

    


    As
      set
      forth in Exhibit B hereto, the terms of which are incorporated herein by
      reference, prior to the U.S. Securities and Exchange Commission ("SEC")
      declaring the registration statement for the shares underlying the Debenture
      ("Registration Statement") effective ("Effective Date"), the Company will make
      amortizing payments to the Holder (a "Payment," or collectively, the "Payments")
      on a monthly basis on the first day of each business day of each month while
      there is an outstanding balance on the Debenture, in the following amounts
      ("Payment Amount" or collectively, the "Payment Amounts"):

     

    Payment
      for Month 1 (due within thirty (30) days of the Issuance Date) 

    through
      Month 3       $18,829.34

    Payment
      for Month 4 and each month
      thereafter                                           $208,263.53

    


    Notwithstanding
      any provision to the contrary in this Debenture, the Company may pay in full
      to
      the Holder the Face Amount, or any balance remaining thereon, in readily
      available funds, at any time and from time to time without penalty.


    


    Section
      2.2 Subsequent
      to the Effective Date

    


    After
      the
      Effective Date of the Registration Statement, the Holder, at its sole option,
      shall be entitled to either i) request a Payment from the Company in the amounts
      set forth in the table in Section 2.1, above; or ii) the Holder may elect to
      convert a portion of the Debenture pursuant to Article 3, below, in an amount
      equal to or greater than the Payment Amount. In the event the Holder is unable
      to convert that portion of the Debenture equal to the Payment Amount during
      a
      calendar month, the Company shall make a Payment in cash in an amount equal
      to
      the difference between the amount converted by the Holder and the Payment Amount
      due for that month. 

    


    Nothing
      contained in this Article 2 shall limit the amount the Holder can elect to
      convert during a calendar month except as defined in Section 3.2 (i),
      below.

    


    All
      Payments made under Article 2, shall be applied toward the total Redemption
      Amount as outlined in Article 14, herein.

    


    Section
      2.3 No Penalty for Prepayment.

    


    The
      Company may make additional payments toward Redemption (“Prepayment”) without
      any penalties. 

    


    Section
      2.4 Accelerated Repayment in the Event of a Subsequent Financing by a Third
      Party.

    


    If,
      at
      any time after Closing, the Company receives financing from a third party
      (excluding the Holder), the Company is required to pay to the Holder 100% of
      the
      proceeds raised from the third party in excess of an aggregate amount of
      $1,000,000 (the “Threshold Amount”). The Threshold Amount shall also pertain to
      any assets sold, transferred or disposed of by the Company. The Company agrees
      to pay one hundred percent (100%) of any proceeds raised by the Company over
      the
      Threshold Amount toward the Accelerated Repayment of the Debenture with Interest
      until such time as the Face Amount of the Debenture, including accrued interest
      and penalties, has been paid in full. The accelerated Repayment shall be made
      to
      the Holder upon the Company’s receipt of the financing. Failure to do so will
      result in an Event of Default as set forth herein.

    


     

    Article
      3  Conversion

    Section
      3.1  Conversion
      Privilege

    (a)  The
      Holder of this Debenture shall have the right to convert any and all amounts
      owing under this Debenture into shares of Common Stock at any time following
      the
      Closing Date and which is before the close of business on the Maturity Date,
      except as set forth in Section 3.2(c)
      below. The number of shares of Common Stock issuable upon the conversion of
      this
      Debenture is
      determined pursuant to Section 3.2
      and
      rounding the result up to the nearest whole share. 

    (b)  This
      Debenture may not be converted, whether in whole or in part, except in
      accordance with this Article 3.

    (c)  In
      the
      event all or any portion of this Debenture remains outstanding on the Maturity
      Date, the unconverted
      portion
      of such Debenture will automatically be converted into shares of Common Stock
      on
      such date in the manner set forth in Section 3.2.

    Section
      3.2  Conversion
      Procedure 

    (a)  Conversion
      Procedures. The
      Holder may elect to convert the unpaid Face Amount of and accrued interest
      on
      this Debenture, in whole or in part, at
      any
      time
      following the Closing Date. Such conversion shall be effectuated by the Holder
      sending to the Company a facsimile or electronic mail version of the signed
      Notice of Conversion which evidences the Holder’s intention to convert the
      Debenture as indicated. The date on which the Notice of Conversion is delivered
      (“Conversion Date”) shall be deemed to be the date on which the Holder has
      delivered to the Company a facsimile or electronic mail of the signed Notice
      of
      Conversion. Notwithstanding the above, any Notice of Conversion received by
      5:00
      P.M. EST, shall be deemed to have been received the previous business
      day,
      with
      receipt being via a confirmation of time of facsimile of the Holder.


    (b)  Common
      Stock to be Issued.Upon
      the
      Holder's conversion of any Debenture, the Company shall issue the number of
      shares of Common Stock equal to the Conversion. If, at the time of conversion,
      the Registration Statement has been declared effective, the Company shall
      instruct its transfer agent to issue stock certificates without restrictive
      legend (other than a legend referring to the registration statement and
      prospectus delivery requirements) or stop transfer instructions. If, at the
      time
      of the Holder's conversion, the Registration Statement has not been declared
      effective, the Company shall instruct the transfer agent to issue the
      certificates with an appropriate legend. The
      Company shall act as Registrar and shall maintain an appropriate ledger
      containing the necessary information with respect to each Debenture. The
      Company warrants that no instructions, other than these instructions, have
      been
      given or will be given to the transfer agent and that the Common Stock shall
      otherwise be freely resold, except as may be otherwise set forth
      herein.

    (c)  Conversion
      Price.  The
      Holder is entitled to convert the
      unpaid Face Amount of this Debenture, plus accrued interest, any time following
      a Closing Date, at the lesser of the following prices (the "Fixed Conversion
      Price"): (i) the lowest closing bid price of the Common Stock between the
      Issuance Date and the date of filing the registration statement covering resale
      of the shares underlying this Debenture; or (ii) at a "Conversion Price" of
      fifteen cents ($.15). No fractional shares or scrip representing fractions
      of
      shares will be issued on conversion, but the number of shares issuable shall
      be
      rounded up, in the event of a partial share, to the nearest whole share. The
      Holder shall retain all rights of conversions during any partial trading
      days.

     

    (d)  Maximum
      Interest.
      Nothing
      contained in this Debenture shall be deemed to establish or require the Company
      to pay interest to the Holder at a rate in excess of the maximum rate permitted
      by governing law. In the event that the rate of interest required to be paid
      exceeds the maximum rate permitted by governing law, the rate of interest
      required to be paid thereunder shall be automatically reduced to the maximum
      rate permitted under the governing law and such excess, if so ordered, shall
      be
      credited on any remaining balances due to the Holder. In
      the
      event this Section 3.2 (d) applies, the Parties agree that the terms of this
      Debenture remain in full force and effect except as is necessary to make the
      interest rate comply with applicable law.

    (e)  Opinion
      Letter.
      It shall
      be the Company’s
      responsibility to take all necessary actions and to bear all such costs to
      issue
      the Common Stock as provided herein, including the responsibility and cost
      for
      delivery of an opinion letter to the transfer agent, if so required. The person
      or entity in whose name the certificate of Common Stock is to be registered
      shall be treated as a shareholder of record on and after the conversion date.
      Upon surrender of any Debentures that are to be converted in part, the Company
      shall issue to the Holder a new Debenture equal to the unconverted amount,
      if so
      requested in writing by Holder.

    (f)  Delivery
      of Shares.
      Within
      three (3) business days after receipt of the documentation referred to above
      in
      Section 3.2(a),
      the
      Company shall deliver a certificate, in accordance with Section 3.2(c)
      for
      the number of shares of Common Stock issuable upon the conversion. In the event
      the Company does not make delivery of the Common Stock, as instructed by Holder,
      within three (3) business days after the Conversion Date, the Company shall
      pay
      to Holder in cash, as liquidated damages, an additional three
      percent (3%) per day of the dollar value of the Debentures being converted.
      

     

    If
      the
      failure of the Company to issue the Common Stock pursuant to this Article 3.2
      (f) is due to the unavailability of authorized shares of Common Stock, the
      provisions of this Article 3.2 (f) shall not apply, but instead the provisions
      of Article 3.2 (k) shall apply.

    


    The
      Company shall make any payments required under this Article
      3.2(f)
      in
      immediately available funds within three (3) business days from the date the
      Common Stock is fully delivered. Nothing herein shall limit the Holder’s right,
      at the Holder's sole discretion, to pursue actual damages or cancel the
      conversion for the Company’s failure to issue and deliver Common Stock to the
      Holder within three (3) business days after the Conversion Date.

    The
      Company shall at all times reserve (or make alternative written arrangements
      for
      reservation or contribution of shares) and
      have
      available all Common Stock necessary to meet conversion of the full amount
      of
      the Debentures then outstanding and due to the Holder. If, at any time, the
      Holder
      submits
      a Notice of Conversion and the Company does not have sufficient authorized
      but
      unissued shares of Common Stock (or alternative shares of Common Stock as may
      be
      contributed by Stockholders) available to effect, in full, a conversion of
      the
      Debentures (a “Conversion Default”, the date of such default being referred to
      herein as the “Conversion Default Date”), the Company shall issue to the Holder
      all of the shares of Common Stock which are then available. Any Convertible
      Debentures or any portion thereof, which cannot be converted due to the
      Company's lack of sufficient authorized common stock (the “Unconverted
      Debentures”), may be deemed null and void upon written notice sent by the Holder
      to the Company. The Company shall provide notice of such Conversion Default
      (“Notice of Conversion Default”) to the Holder, by facsimile, within one (1)
      business days of such default.

    


    In
      the
      event of Conversion Default, the Company will pay to the Holder the amount
      of
      (N/365) x (.24) x the initial issuance price of the outstanding and/or tendered
      but not converted Debentures held by each Holder where N = the number of days
      from the Conversion Default Date to the date that the Company authorizes a
      sufficient number of shares of Common Stock to effect conversion of all
      remaining Debentures (the "Authorization Date"). The Company shall send notice
      to Holder of outstanding Debenture that additional shares of Common Stock have
      been authorized; stating the Authorization Date and the amount of Holder’s
      accrued Conversion Default Payments (“Authorization Notice”). The accrued
      Conversion Default shall be paid in cash or shall be convertible into Common
      Stock at the Conversion Rate, upon written notice sent by the Holder to the
      Company, as follows: (i)
      in
      the event the Holder elects to take such payment in cash, cash payment shall
      be
      made to the Holder within five (5) business days, or (ii) in the event Holder
      elects to take such payment in stock, the Holder may convert at the conversion
      rate set forth in the first sentence of this paragraph within five (5) business
      days until the expiration of the conversion period.

    


    The
      Company acknowledges that its failure to maintain a sufficient number of
      authorized but unissued shares of Common Stock to effect in full a conversion
      of
      the Debenture will cause the Holder to suffer irreparable harm, and that damages
      will be difficult to ascertain. Accordingly, the parties agree that it is
      appropriate to include in this Agreement a provision for liquidated damages.
      The
      parties acknowledge and agree that the liquidated damages provision set forth
      in
      this section represents the parties’ good faith effort to quantify such damages
      and, as such, agree that the form and amount of such liquidated damages are
      reasonable and will not constitute a penalty. The payment of liquidated damages
      shall not relieve the Company from its obligations to deliver the Common Stock
      pursuant to the terms of this Debenture. Nothing herein shall limit the Holder’s
      right to pursue actual damages for the Company’s failure to maintain a
      sufficient number of authorized shares of Common Stock.

    If,
      by
      the third (3rd) business day after the Conversion Date, any portion of the
      shares of the Convertible Debentures have not been delivered to the Holder
      and
      the Holder purchases, in an open market transaction or otherwise, shares of
      Common Stock necessary to make delivery of shares which would have been
      delivered if the full amount of the shares to be converted and delivered to
      the
      Holder by the Company (the "Covering Shares") , then the Company shall pay
      to
      the Holder, in addition to any other amounts due to the Holder pursuant to
      this
      Convertible Debenture, and not in lieu thereof, the Buy-In Adjustment Amount
      (as
      defined below). The "Buy In Adjustment Amount" is the amount equal to the
      excess, if any, of (x) the Holder's total purchase price (including brokerage
      commissions, if any) for the Covering Shares minus (y) the net proceeds (after
      brokerage commissions, if any) received by the Holder from the sale of the
      Sold
      Shares. The Company shall pay the Buy-In Adjustment Amount to the Holder in
      immediately available funds within five (5) business days of written demand
      by
      the Holder. By way of illustration and not in limitation of the foregoing,
      if
      the Holder purchases shares of Common Stock having a total purchase price
      (including brokerage commissions) of $11,000 to cover a Buy-In with respect
      to
      shares of Common Stock it sold for net proceeds of $10,000, the Buy-In
      Adjustment Amount which the Company will be required to pay to the Holder will
      be $1,000.

    (g)  Prospectus
      and Other Documents. The
      Company shall furnish to Holder one (1) prospectus and any other documents
      incidental to the registration of the shares of Common Stock underlying the
      Debentures, including any amendment of or supplements thereto. Any filings
      submitted via EDGAR will constitute fulfillment of the Company's obligation
      under this Section. 

    


    (h)  Limitation
      on Issuance of Shares.
      If the
      Company’s Common Stock becomes listed on the Nasdaq SmallCap Market after the
      issuance of the Debenture, the Company may be limited in the number of shares
      of
      Common Stock it may issue by virtue of (A) the number of authorized shares
      or
      (B) the applicable rules and regulations of the principal securities market
      on
      which the Common Stock is listed or traded, including, but not necessarily
      limited to, NASDAQ Rule 4310(c)(25)(H)(i) or Rule 4460(i)(1), as may be
      applicable (collectively, the “Cap Regulations”). Without limiting the other
      provisions thereof:
      (i) the
      Company will take all steps necessary to issue shares of Common Stock on
      conversion of the Debentures without violating the Cap Regulations, and (ii)
      if,
      despite taking such steps, the Company cannot issue such shares of Common Stock
      without violating the Cap Regulations or the Holder cannot convert as a result
      of the Cap Regulations (each such Debenture, an “Unconverted Debenture”) the
      Holder shall have the right to elect either of the following options:


    


    (x)
      if
      permitted by the Cap Regulations, require the Company to issue shares of Common
      Stock in accordance with the Holder's Notice of Conversion at a conversion
      purchase price equal to the average of the closing bid price per share of Common
      Stock for any five (5) consecutive Trading Days (subject to certain equitable
      adjustments for certain events occurring during such period) during the sixty
      (60) Trading Days immediately preceding the Conversion Date; or 

    


    (y)
      require the Company to redeem each Unconverted Debenture for an amount (the
      “Redemption Amount”), payable in cash, equal to the sum of (i) one hundred
      thirty-three percent (133%) of the principal of an Unconverted Debenture, plus
      (ii) any accrued but unpaid interest thereon through and including the date
      on
      which the Redemption Amount is paid to the holder (the “Redemption
      Date”).

    


    The
      Holder may elect, without limitation, one of the above remedies with respect
      to
      a portion of such Unconverted Debenture and the other remedy with respect to
      other portions of the Unconverted Debenture. The Debenture shall contain
      provisions substantially consistent with the above terms, with such additional
      provisions as may be consented to by the Holder. The provisions of this section
      are not intended to limit the scope of the provisions otherwise included in
      the
      Debenture.

    (i)  Limitation
      on Amount of Conversion and Ownership.
      Notwithstanding anything to the contrary in this Debenture, in no event shall
      the Holder be entitled to convert that amount of Debenture, and in no event
      shall the Company permit that amount of conversion, into that number of shares,
      which when added to the sum of the number of shares of Common Stock beneficially
      owned, (as such term is defined under Section 13(d) and Rule 13d-3 of the
      Securities Exchange Act of 1934, as may be amended, (the “1934 Act”)), by the
      Holder, would exceed 4.99% of the number of shares of Common Stock outstanding
      on the Conversion Date, as determined in accordance with Rule 13d-1(j) of the
      1934 Act. In the event that the number of shares of Common Stock outstanding
      as
      determined in accordance with Section 13(d) of the 1934 Act is different on
      any
      Conversion Date than it was on the Closing Date, then the number of shares
      of
      Common Stock outstanding on such Conversion Date shall govern for purposes
      of
      determining whether the Holder would be acquiring beneficial ownership of more
      than 4.99% of the number of shares of Common Stock outstanding on such
      Conversion Date. However, nothing in this Article 3.2(i) shall be read to reduce
      the amount of principal, interest or penalties, if any, due to the
      Holder.

    (j)  Legend.
      The
      Holder acknowledges that each certificate representing the Debentures, and
      the
      Common Stock unless registered pursuant to the Registration Rights Agreement,
      shall be stamped or otherwise imprinted with a legend substantially in the
      following form:

    


    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD,
      TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT
      (OR
      ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES),
      OR
      (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH
      ACT.

    (k)
      Prior
      to conversion of the Debenture, if at any
      time
      the
      conversion of all the Debentures and exercise of all the Warrants outstanding
      would result in an insufficient number of authorized shares of Common Stock
      being available to cover all the conversions, then in such event, the Company
      will move to call and hold a shareholder’s meeting or have shareholder action
      with written consent of the proper number of shareholders within thirty (30)
      days of such event, or such greater period of time if statutorily required
      or
      reasonably necessary as regards standard brokerage house and/or SEC requirements
      and/or procedures, for the purpose of authorizing additional shares of Common
      Stock such as necessary to facilitate the Holder's conversions. In such an
      event
      management of the Company shall recommend to all shareholders to vote their
      shares in favor of increasing the authorized number of shares of Common Stock.
      Management of the Company shall vote all of its shares of Common Stock in favor
      of increasing the number of shares of authorized Common Stock to an amount
      equal
      to three hundred percent (300%) of the remaining balance on the Debenture..
      The
      Company represents and warrants that under no circumstances will it deny or
      prevent the Holder’s right to convert the Debentures as permitted under the
      terms of this Subscription Agreement or the Registration Rights Agreement.
      Nothing in this Section shall limit the obligation of the Company to make
      the
      payments set forth in this Article 3.
      The
      Holder, at its sole option, may request the company to authorize and issue
      additional shares if the Holder feels it is necessary for conversions in the
      future. In
      the
      event the Company’s shareholder’s meeting does not result in the necessary
      authorization, the Company shall redeem the outstanding Debentures for an amount
      equal to the sum of the principal of the outstanding Debentures plus accrued
      interest thereon multiplied by 133%.


       


    Section
      3.3  Fractional
      Shares.
      The
      Company shall not issue fractional shares of Common Stock, or scrip representing
      fractions of such shares, upon the conversion of this Debenture. Instead, the
      Company shall round up, to the nearest whole share.

    Section
      3.4  Taxes
      on Conversion. The
      Company shall pay any documentary, stamp or similar issue or transfer tax due
      on
      the issue of shares of Common Stock upon the conversion of this Debenture.
      However, the Holder shall pay any such tax which is due because the shares
      are
      issued in a name other than its name.

    Section
      3.5  Company
      to Reserve Stock. The
      Company shall reserve and maintain the number of shares of Common Stock required
      pursuant to and upon the terms set forth in the Subscription Agreement to permit
      the conversion of this Debenture.
      All
      shares of Common Stock which may be issued upon the conversion hereof shall
      upon
      issuance by the Company be validly issued, fully paid and nonassessable and
      free
      from all taxes, liens and charges with respect to the issuance
      thereof.

    Section
      3.6  Restrictions
      on Sale. This
      Debenture has not been registered under the Securities Act of 1933, as amended
      (the “Act”) and is being issued under Section 4(2) of the Act and Rule 506 of
      Regulation D promulgated under the Act. This Debenture and the Common Stock
      issuable upon the conversion thereof may
      only be
      sold
      pursuant to registration under or an exemption from the Act.

    Section
      3.7 Stock
      Splits, Combinations and Dividends.
      If the
      shares of Common Stock are subdivided or combined into a greater or smaller
      number of shares of Common Stock, or if a dividend is paid on the Common Stock
      in shares of Common Stock, the Conversion Price shall be proportionately reduced
      in the case of a subdivision of shares or stock dividend, or proportionately
      increased in the case of combination of shares, in each such case, by the ratio
      that the total number of shares of Common Stock outstanding immediately after
      such event bears to the total number of shares of Common Stock outstanding
      immediately prior to such event.

    


    Article
      4  Mergers
      and Acquisitions

     

    The
      Company shall not consolidate or merge into, or transfer any or all of its
      assets to, any person, unless such person assumes in writing the obligations
      of
      the Company under this Debenture and immediately after such transaction no
      Event
      of Default exists. Any reference herein to the Company shall refer to such
      surviving or transferee corporation and the obligations of the Company shall
      terminate only upon such written assumption of the Company's
      obligation.
      In the
      event of a merger, or other consolidation, the Company shall give notice to
      the
      Holder simultaneously with the announcement to the public markets. The Company
      shall not acquire any other operating businesses prior to the Effective Date.
      Failure to comply with the Article will constitute and Event of Default and
      the
      Holder may seek to take actions outlined in Article 6, below.

    


    Article
      5   Security

    


    This
      Debenture is secured by a Security Agreement (the "Security Agreement") of
      this
      date between the Company and the Holder.

     

    Article
      6  Defaults
      and Remedies

    Section
      6.1  Events
      of
      Default. An
“Event
      of Default” occurs if any one of the following occur:

    


    (a)
      the
      Company does not make timely Payment or Conversion, in whole or in part,
      necessary to cover the principal, interest or other sum due on the Maturity
      Date, Conversion Date, upon redemption, or otherwise described herein;
      or,

     

    (b)
      the
      Company does not make a Payment in cash for a period of three (3) business
      days
      when due as described in this Agreement; or,

     

    (c)
      any
      of the Company’s representations or warranties contained in the Transaction
      Documents or this Debenture were false when made or the Company fails to comply
      with any of its other agreements in the Transaction Documents (as defined in
      Article 16 below) and such failure continues for a period of five (5) business
      days; or,

    


    (d)
      the
      Company pursuant to or within the meaning of any Bankruptcy Law: (i) commences
      a
      voluntary case; (ii) consents to the entry of an order for relief against it
      in
      an involuntary case; (iii) consents to the appointment of a Custodian (as
      hereinafter defined) of it or for all or substantially all of its property
      or
      (iv) makes a general assignment for the benefit of its creditors or (v) a court
      of competent jurisdiction enters an order or decree under any Bankruptcy Law
      that (A) is for relief against the Company in an involuntary case; (B) appoints
      a Custodian of the Company or for all or substantially all of its property
      or
      (C) orders the liquidation of the Company, and the order or decree remains
      unstayed and in effect for sixty (60) calendar days; or,

    


    (e)
      the
      Company’s Common Stock is suspended or no longer listed on any recognized
      exchange including electronic over-the-counter bulletin board ("Principal
      Market") for in excess of three (3) consecutive Trading Days.
      Failure
      to comply with the requirements for continued listing on a Principal Market
      for
      a period of five (5) trading days; or notification from a Principal Market
      that
      the Company is not in compliance with the conditions for such continued listing
      on such Principal Market; or,

    


    (f)
      the
      Company breaches any covenant or condition of the Transaction Documents, and
      such breach, if subject to cure, continues for a period of five (5) business
      days; or,

    


    (g)
      the
      Registration Statement underlying the Debenture is not declared effective by
      the
      SEC within twelve (12) months of the Issuance Date; or,

    


    (h)
      the
      management, insiders, or affiliates, of the Company, whether individually or
      as
      a group, fail to comply with the Leak-out agreements ("Leak Out Agreements")
      attached hereto as Exhibit C.

    


    Section
      6.2  Remedies.
      In the
      Event of Default, the Holder may elect to secure a portion of the Company's
      assets in Pledged Collateral (as defined in the Security Agreement). The Holder
      may also elect to garnish revenue from the Company in an amount that will repay
      the Holder on the schedules outlined in this Agreement.

    


    In
      the
      Event of Default, as outlined in this Agreement, the
      Holder
      can exercise its right to increase the Face
      Amount of the Debenture by ten percent (10%) as an initial penalty, and by
      ten
      percent (10%) for each subsequent Event of Default. In addition, the Holder
      may
      elect to increase the
      Face
      Amount by two and one-half percent (2.5%) per month (pro-rata for partial
      periods) paid as liquated damages ("Liquidated Damages"), compounded daily.
      It
      is the intention and acknowledgement of both parties that the Liquidated Damages
      not be deemed as interest or a penalty under the terms of this
      Agreement. 

     

    Section
      6.3  Acceleration.
      If
      an
      Event of Default occurs, the Holder by notice to
      the
      Company may declare the remaining principal amount of this Debenture, together
      with all accrued interest and any liquidated damages, to be immediately due
      and
      payable in full. 

    Section
      6.4  Seniority. The
      Company warrants that no indebtedness of the Company is senior to this Debenture
      in right of payment, whether with respect to interest, damages or upon
      liquidation or dissolution or otherwise. And, the Company warrants that it
      has
      taken all necessary steps to subordinate its other obligations to the rights
      of
      the Holder hereunder.

    


    Section
      6.5 Cost
      of Collections. If
      an
      Event of Default occurs, the Company shall pay the Holder's reasonable costs
      of
      collection, including reasonable attorney's fees and costs of
      arbitration.

    


    Article
      7  Registered
      Debentures

    Section
      7.1  Record
      Ownership. The
      Company, or the Company's attorney, shall maintain a register of the Holder
      of
      the Debentures (the “Register”) showing their names and addresses and the serial
      numbers and principal amounts of Debentures issued to them. The Register may
      be
      maintained in electronic, magnetic or other computerized form. The Company
      may
      treat the person named as the Holder of this Debenture in the Register as the
      sole owner of this Debenture. The Holder of this Debenture is exclusively
      entitled to receive payments of interest on this Debenture, receive
      notifications with respect to this Debenture, convert it into Common Stock
      and
      otherwise exercise all of the rights and powers as the absolute owner
      hereof.

    Worn
      or Lost Debentures. If
      this
      Debenture becomes worn, defaced or mutilated but is still substantially intact
      and recognizable, the Company or its agent may issue a new Debenture in lieu
      hereof upon its surrender. Where
      the
      Holder of this Debenture claims that the Debenture has been lost, destroyed
      or
      wrongfully taken, the Company shall issue a new Debenture in place of the
      Debenture if the Holder so requests by written notice to the Company.


    


    Article
      8  Notice.

    


    Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Debenture must be in writing and will be deemed
      to
      have been delivered (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided a confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one (1) day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

    


    If
      to the
      Company:

    Todd
      Pitcher

    Execute
      Sports, Inc.

    1284
      Puerta Del Sol, Suite 150

    San
      Clemente, CA 92673 

    Telephone:
      (858)
      518-1387 

    Facsimile:
      

    If
      to the
      Investor:

    


    Douglas
      Leighton

    Dutchess
      Capital Management

    50
      Commonwealth Ave, Suite 2

    Boston,
      MA 02116

    Telephone:
      617-301-4700

    Facsimile:
      617-249-0947

    


    Each
      party shall provide five (5) business days prior notice to the other party
      of
      any change in address, phone number or facsimile number.

    Article
      9  Time

    


    Where
      this Note authorizes or requires the payment of money or the performance of
      a
      condition or obligation on a Saturday or Sunday or a holiday on which the United
      States Stock Markets (“US Markets”) are closed (“Holiday”), such payment shall
      be made or condition or obligation performed on the last business day preceding
      such Saturday, Sunday or Holiday. A “business day” shall mean a day on which the
      US Markets are open for a full day or half day of trading.

    Article
      10  No
      Assignment

    


    This
      Debenture and the obligation hereunder shall not be assignable
      by the Company or the Holder.

    


    Article
      11  Rules
      of
      Construction.

    


    In
      this
      Debenture, unless the context otherwise requires, words in the singular number
      include the plural, and in the plural include the singular, and words of the
      masculine gender include the feminine and the neuter, and when the tense so
      indicates, words of the neuter gender may refer to any gender. The numbers
      and
      titles of sections contained in the Debenture are inserted for convenience
      of
      reference only, and they neither form a part of this Debenture nor are they
      to
      be used in the construction or interpretation hereof. Wherever, in this
      Debenture, a determination of the Company is required or allowed, such
      determination shall be made by a majority of the Board of Directors of the
      Company and if it is made in good faith, it shall be conclusive and binding
      upon
      the Company and the Holder of this Debenture.

     

    


    Article
      12  Governing
      Law

     

    The
      validity, terms, performance and enforcement of this Debenture shall be governed
      and construed by the provisions hereof and in accordance with the laws of the
      Commonwealth of Massachusetts applicable to agreements that are negotiated,
      executed, delivered and performed solely in the Commonwealth of Massachusetts.
      

    Article
      13  Disputes
      Under Agreement

    All
      disputes arising under this agreement shall be governed by and interpreted
      in
      accordance with the laws of the Commonwealth of Massachusetts, without regard
      to
      principles of conflict of laws. The parties to this agreement will submit all
      disputes arising under this agreement to arbitration in Boston, Massachusetts
      before a single arbitrator of the American Arbitration Association (“AAA”). The
      arbitrator shall be selected by application of the rules of the AAA, or by
      mutual agreement of the parties, except that such arbitrator shall be an
      attorney admitted to practice law in the Commonwealth of Massachusetts. No
      party
      to this agreement will challenge the jurisdiction or venue provisions as
      provided in this section. Nothing
      in this section shall limit the Holder's right to obtain an injunction for
      a
      breach of this Agreement from a court of law.

    


    


    Article
      14 Redemption

    


    The
      Holder shall have the right to be redeemed, in cash, from the Debenture, in
      whole or in part, at a price equal to one hundred and twenty-five percent (125%)
      of the outstanding principal amount of the Debenture, including accrued interest
      (and penalties if applicable). Any Payments, as defined in Article 2 above,
      shall apply to the Redemption Amount. 

    


    Article
      15  Holder
      Warrants

    


    As
      an
      additional inducement to the Holder, the Company shall issue to the Holder
      a
      warrant to purchase up to four hundred and seventy-five thousand dollars
      ($475,000) worth of the Company's common stock exercisable at the strike prices
      outlined in the Warrant Agreement, attached hereto and incorporated by
      reference. 

    


    Article
      16 Transaction
      Documents

    


    The
      Company agrees that contemporaneously with the execution and delivery of this
      Debenture, the parties hereto are executing and delivering a Debenture
      Registration Rights Agreement, Subscription Agreement, Warrant Agreement,
      Security Agreement and the Irrevocable Transfer Agent Agreement between the
      Company and Dutchess Capital Management, LLC (collectively, the "Transaction
      Documents") pursuant to which the Company has agreed to provide certain rights
      and obligations as defined in the Transaction Documents.

    


    Article
      17  Waiver

    


    The
      Holder's delay or failure at any time or times hereafter to require strict
      performance by the Company of any undertakings, agreements or covenants shall
      not waive, affect, or diminish any right of the Holder under this Agreement
      to
      demand strict compliance and performance herewith. Any waiver by the Holder
      of
      any Event of Default shall not waive or affect any other Event of Default,
      whether such Event of Default is prior or subsequent thereto and whether of
      the
      same or a different type. None of the undertakings, agreements and covenants
      of
      the Company contained in this Agreement, and no Event of Default, shall be
      deemed to have been waived by the Holder, nor may this Agreement be amended,
      changed or modified, unless such waiver, amendment, change or modification
      is
      evidenced by an instrument in writing specifying such waiver, amendment, change
      or modification and signed by the Holder. 

    


    Article
      18 Integration

    


    This
      Note
      is the FINAL AGREEMENT between the Company and the Holder with respect to the
      terms and conditions set forth herein, and, the terms of this Debenture may
      not
      be contradicted by evidence of prior, contemporaneous, or subsequent oral
      agreements of the Parties. The execution and delivery of this Debenture is
      done
      in conjunction with the exectution of the Transaction Documents, as defined
      in
      Article 16.

    


    Article
      19 Failure
      To Meet Obligations by the Company

    


    The
      Company acknowledges that its failure to timely meet any of its obligations
      hereunder, including, but without limitation, its obligations to make Payments,
      deliver shares and, as necessary, to register and maintain sufficient number
      of
      Shares, will cause the Holder to suffer irreparable harm and that the actual
      damage to the Holder will be difficult to ascertain. Accordingly, the parties
      agree that it is appropriate to include in this Debenture a provision for
      liquidated damages. The parties acknowledge and agree that the liquidated
      damages provision set forth in this section represents the parties’ good faith
      effort to quantify such damages and, as such, agree that the form and amount
      of
      such liquidated damages are reasonable and do not constitute a penalty. The
      payment of liquidated damages shall not relieve the Company from its obligations
      to deliver the Common Stock pursuant to the terms of this
      Debenture.

    


    


    *.*.*


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has duly executed this Debenture as of the date
      first written above and duly authorized to sign on behalf of:

     

      EXECUTE
      SPORTS, INC..

     

    


    By:
      /s/Todd M. Pitcher      

    Name: Todd
      M.
      Pitcher

    Title:
       Chief
      Executive Officer

    


    By:
      /s/Sheryl Gardner

    Name:
      Sheryl Gardner

    Title:
       Chief
      Financial Officer

    


    


    DUTCHESS
      PRIVATE EQUITIES FUND, L.P.

    DUTCHESS
      PRIVATE EQUITIES FUND, II, L.P.

    BY
      ITS
      GENERAL PARTNER DUTCHESS 

    CAPITAL
      MANAGEMENT, LLC 

     

    


    By: /s/Douglas
      H. Leighton      

    Name:
      Douglas H. Leighton

    Title:
      A
      Managing Member 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    NOTICE
      OF CONVERSION

    


    (To
      be
      Executed by the Registered Owner in order to Convert Debenture)

    TO
      EXECUTE SPORTS, INC..

    


    The
      undersigned hereby irrevocably elects, as of ________________, to convert
      $________________ of its convertible debenture (the “Debenture”) into Common
      Stock of Execute
      Sports, Inc.. (the
      “Company”) according to the conditions set forth in the Debenture issued by the
      Company.

    


    Date
      of
      Conversion________________________________________________

    


    


    Applicable
      Conversion Price________________________________________

    


    Number
      of
      Debentures Issuable upon this Conversion_______________________

    


    


    Name(Print)_Dutchess
      Private Equities Fund, LP or Dutchess Private Equities Fund, II,
      LP 

    


    Address______________50
      Commonwealth Ave, Boston, MA 02116_____________

    


    


    Phone_____617-301-4700_____________
      Fax________617-249-0947___________

    


    


    


    


    


    By:_______________________________________

    Douglas
      Leighton

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B
      PAYMENT SCHEDULE

    


    
      	 	
              Balance

            	
              Balance
                With Interest

            	
              Payment
                Due

            	
              Applied
                to Principal

            	
              Applied
                to Interest

            	
              Applited
                to Redemption

            
	
              5/15/2006

            	
              $
                1,900,000.00 

            	
              $1,918,829.34
                

            	
              $18,829.34
                

            	
              $0.00
                

            	
              $18,829.34
                

            	
              $0.00
                

            
	
              6/15/2006

            	
              $1,900,000.00
                

            	
              $1,918,829.34
                

            	
              $18,829.34
                

            	
              $0.00
                

            	
              $18,829.34
                

            	
              $0.00
                

            
	
              7/15/2006

            	
              $1,900,000.00
                

            	
              $1,918,829.34
                

            	
              $18,829.34
                

            	
              $0.00
                

            	
              $18,829.34
                

            	
              $0.00
                

            
	
              8/15/2006

            	
              $1,900,000.00
                

            	
              $1,918,829.34
                

            	
              $18,829.34
                

            	
              $0.00
                

            	
              $18,829.34
                

            	
              $0.00
                

            
	
              9/15/2006

            	
              $1,900,000.00
                

            	
              $1,918,829.34
                

            	
              $
                208,263.53 

            	
              $151,547.35
                

            	
              $18,829.34
                

            	
              $189,434.19
                

            
	
              10/15/2006

            	
              $1,748,452.65
                

            	
              $1,765,780.12
                

            	
              $
                208,263.53 

            	
              $152,748.84
                

            	
              $17,327.47
                

            	
              $190,936.05
                

            
	
              11/15/2006

            	
              $1,595,703.80
                

            	
              $1,611,517.51
                

            	
              $
                208,263.53 

            	
              $153,959.86
                

            	
              $15,813.71
                

            	
              $192,449.82
                

            
	
              12/15/2006

            	
              $1,441,743.95
                

            	
              $1,456,031.88
                

            	
              $
                208,263.53 

            	
              $155,180.47
                

            	
              $14,287.94
                

            	
              $193,975.59
                

            
	
              1/15/2007

            	
              $1,286,563.47
                

            	
              $1,299,313.54
                

            	
              $
                208,263.53 

            	
              $156,410.77
                

            	
              $12,750.07
                

            	
              $195,513.46
                

            
	
              2/15/2007

            	
              $1,130,152.71
                

            	
              $1,141,352.72
                

            	
              $
                208,263.53 

            	
              $157,650.81
                

            	
              $11,200.01
                

            	
              $197,063.52
                

            
	
              3/15/2007

            	
              $972,501.89
                

            	
              $982,139.56
                

            	
              $
                208,263.53

            	
              $158,900.69
                

            	
              $9,637.67
                

            	
              $198,625.86
                

            
	
              4/15/2007

            	
              $813,601.20
                

            	
              $821,664.14
                

            	
              $
                208,263.53 

            	
              $160,160.48
                

            	
              $8,062.93
                

            	
              $200,200.60
                

            
	
              5/15/2007

            	
              $653,440.73
                

            	
              $659,916.44
                

            	
              $
                208,263.53 

            	
              $161,430.25
                

            	
              $6,475.71
                

            	
              $201,787.82
                

            
	
              6/15/2007

            	
              $492,010.47
                

            	
              $496,886.39
                

            	
              $
                208,263.53 

            	
              $162,710.09
                

            	
              $4,875.91
                

            	
              $203,387.62
                

            
	
              7/15/2007

            	
              $329,300.38
                

            	
              $332,563.81
                

            	
              $
                208,263.53 

            	
              $164,000.08
                

            	
              $3,263.42
                

            	
              $205,000.10
                

            
	
              8/15/2007

            	
              $165,300.30
                

            	
              $166,938.45
                

            	
              $
                208,263.53 

            	
              $165,300.30
                

            	
              $1,638.16
                

            	
              $206,625.37
                

            
	
              9/15/2007

            	
              $0.00
                

            	
              $0.00
                

            	
              $
                208,263.53 

            	
              $166,610.82
                

            	
              $0.00
                

            	
              $208,263.53
                

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    LEAK-OUT
      AGREEMENTS