Exhibit 4.5


    Exhibit
      4.5

    


    PROMISSORY
      NOTE CANCELLATION AND REISSUANCE AGREEMENT 

    


    THIS
      PROMISSORY NOTE CANCELLATION AND REISSUANCE AGREEMENT (“Agreement”) is made and
      entered into as of March 28, 2006 (the “Effective Date”), by and between Execute
      Sports, Inc., a Nevada corporation (“Maker”), and NewHeart
      Ministries,
      an
      organization located at ________________, California (“Holder”).

     

    RECITALS

     

    A. On
      the
      terms and conditions set forth herein, (i) Maker and Holder (the “Parties”)
      agree to cancel that certain promissory note between Maker and Holder dated
      February 28, 2005 bearing interest at two percent (2%) monthly (a copy of which
      is attached as Exhibit A) (the “2005 Note”); and (ii) Maker will issue Holder a
      new interest bearing promissory note (the “New Note”) (a copy of which is
      attached as Exhibit B). 

    


    B. This
      Agreement, together with Exhibits A and B, each of which are attached hereto
      and
      incorporated herein by this reference, and any additional exhibits, schedules,
      or attachments as set forth herein, are referred to collectively herein as
      the
“PCRA”.  

     

    AGREEMENT
      

     

    1.  CANCELLATION
      OF ORIGINAL NOTE AND RELEASE. Subject to the terms and conditions set forth
      herein, Holder agrees to deliver to Maker at Closing (defined below) the 2005
      Note marked across its face "CANCELLED" and upon such delivery thereby shall
      forever release and discharge Maker of any and all of its obligations under
      the
      Note, including any obligation to pay principal and interest, except as set
      forth in this Agreement.

    


    2.  ISSUANCE
      OF NEW NOTE. Subject to the terms and conditions set forth herein, Maker agrees
      to deliver to Holder at Closing (defined below) the New Note and upon such
      delivery thereby shall be obligated to pay the principal of the New Note on
      the
      terms of the New Note. 

    


    3.  CLOSING;
      CLOSING DATE. The closing of the transactions contemplated hereby shall be
      effective as of the delivery date of the closing deliveries described below
      (“Closing”) at the offices of Execute Sports, Inc. at 10:00 a.m. on March 15,
      2006, or at such time and place as the Parties mutually agree (“Closing Date”).


    


    
      	a.  	
              Holder
                shall deliver to Maker the 2005 Note marked across the face “Cancelled”
                (incorporated by reference herein as Exhibit A); and
                

            


    

    b.  Maker
      shall deliver to Holder the New Note (attached hereto as Exhibit B); and


    


    4.  WAIVERS.
      No action taken pursuant to this Agreement, including any investigation by
      or on
      behalf of any party will be deemed to constitute a waiver by the party taking
      such action, or compliance with any representation, warranty, covenant or
      agreement contained herein. The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a waiver of
      any
      subsequent breach. The waiver by any party hereto at or before the Closing
      Date
      of any condition to its obligations hereunder which is not fulfilled shall
      preclude such party from seeking redress from the other party hereto for breach
      of any representations, warranty, covenant or agreement contained in this
      Agreement.

    


    5.  RELEASES.
      

    


    a.  The
      Holder jointly and severally hereby forever release, discharge, acquit and
      forgive from any and all claims, actions, suits, demands, agreements, and each
      of them, if more than one, liabilities, judgments, and proceedings both at
      law
      and in equity arising from the beginning of time to the date of these presents
      and as more particularly related to or arriving from the issuance and subsequent
      cancellation of the 2005 Note and the non-payment of Unpaid Interest in cash.
      In
      regard to the 2005 Note, the Parties, and each of them, agree to and do hereby
      waive and relinquish all rights and benefits afforded under the provisions
      of
      Section1542 of the Civil Code of the State of California, which provides as
      follows:

    


    "A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor."

    


    b.  If
      the
      Holder has instituted any legal proceedings against the Maker settled by this
      release, the Holder covenants to have them dismissed at the Holder's cost with
      express prejudice to bringing further proceedings against the Maker arising
      out
      of the same matter.

    


    c.  The
      Holder also covenants not to make any claim or institute any proceedings against
      any person who might claim over against or claim contribution or indemnity
      from
      the Maker in connection with any matter for which this release is
      given.

    


    d.  The
      Holder also acknowledges that the Maker does not admit liability to the Holder
      in connection with any matter for which this release is given.

    


    e.  This
      release shall be binding upon and inure to the benefit of the parties, their
      successors, assigns and personal representatives.

    


    f.  This
      release applies only to the foregoing, and no other debt, obligation, agreement
      or liability by and between the parties, which, if existing, shall survive
      this
      release.

    


    6.  BINDING
      EFFECT: BENEFITS. This Agreement shall inure to the benefit of the Parties
      hereto and shall be binding upon the parties hereto and their respective
      successors and assigns, heirs and legal representatives. Except as otherwise
      set
      forth herein, nothing in this Agreement, express or implied, is intended to
      confer on any person other than the parties hereto or their respective
      successors and assigns any rights, remedies, obligations, or liabilities under
      of by reason of this Agreement.

    


    7.  GOVERNING
      LAW; JURISDICTION; VENUE; REMEDIES; INDEPENDENT LEGAL COUNSEL. This Agreement
      shall be interpreted and construed as to both validity and performance and
      enforced in accordance with and governed by the laws of the State of California,
      without giving effect to the choice of law principles thereof. The Parties
      agree
      that any action hereunder will be held exclusively in the courts in the State
      of
      California. The Parties acknowledge that remedies at law, including monetary
      damages, may be inadequate to remedy a breach of certain material terms herein,
      including Holder's delivery of the Note, and the Parties agree that equitable
      remedies may be necessary to enforce such terms and covenants, including
      specific performance. Holder and Maker acknowledge that the terms of this
      Agreement have been negotiated by the Parties hereto and each of them has had
      a
      full opportunity to receive independent business, tax and legal counsel with
      respect to this Agreement and the transactions contemplated herein.

    


    8.  COUNTERPARTS.
      This Agreement may be executed in counterpart 2005s, each of which shall
      constitute an executed 2005 and together shall constitute a fully-executed
      document.

    


    11.
       NOTICES.
      All notices, requests, demands, and other communications under this Agreement
      shall be in writing and shall be deemed to have been duly given on the date
      of
      service if served personally on the party to whom notice is to be given, or
      within 72 hours after mailing, if mailed to the party to whom notice is to
      be
      given, by first-class mail, registered or certified, postage prepaid, and
      properly addressed to the party at the address set forth below, or any other
      address that a party may designate by written notice to the others.

    


    Maker:      Holder:

    


    Execute
      Sports,
      Inc.                                            
________________

    1284
      Puerta Del Sol, Suite
      150                           
________________

    San
      Clemente, CA
      92673                                     ________________

    Phone:
      949-498-5990                                           
Phone:
      

    Fax:
      949-498-6122                                                 Fax:
      

    Attn:
      Todd M.
      Pitcher                                       
Attn:
      

    


    


    Exhibits:

    


    Exhibit
      A:  2005
      Promissory Note

    Exhibit
      B:  New
      Promissory Note 

    


    


     

    IN
      WITNESS WHEREOF, the parties have executed and delivered the PCRA for all
      purposes as of the Effective Date.

    


    
      	
              Maker:

            	 	
              Holder:
                

            
	
              By:

            	 	 	
              By:

            	 
	 	
              Signature

            	 	 	
              Signature

            
	
              Name:

            	 	 	
              Name:

            	 
	 	
              Print
                or Type Name

            	 	 	
              Print
                or Type Name

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    PAYMENT
      IN KIND PROMISSORY NOTE

    


    


    $11,728.57
           
      March
      28, 2006

    San
      Clemente, California

    


    


    FOR
      VALUE
      RECEIVED, the undersigned, Execute Sports, Inc., a Nevada corporation ("Maker"),
      hereby promise to pay, to NewHeart Ministries, or order ("Payee"), the principal
      sum of
      Eleven
      Thousand, Seven Hundred, Twenty Eight and 57/100 Dollars ($11,728.57), with
      interest on the unpaid principal at the rate of four percent (2%) per annum
      until March 28, 2007 (“due date”). Principal and interest shall be payable as
      follows: Interest only shall be paid annually; at Payee’s option, either in
      Maker’s common stock or cash until the due date, at which time the remaining
      outstanding balance of the principal, any accrued but unpaid interest and all
      other sums hereunder shall be payable in full.

    


    If
      Payee
      elects for Maker to make an interest payment in its common stock, Maker shall
      calculate the amount of interest due on the anniversary of the date of this
      Note
      and convert such amount into the Maker’s common stock at a conversion price of
      price of $0.50 per share for every one dollar ($1.00) of Interest owed to the
      Holder. If not so paid and at the option of Holder, or its assigns, all
      principal and interest shall become immediately due and payable.

    


    Interest
      shall be computed on the basis of a 365-day year and actual days lapsed. Maker
      shall have the privilege of prepaying the principal under this Note in whole
      or
      in part, without penalty or premium at any time. All payments hereunder shall
      be
      applied first to interest, then to principal.

    


    Maker
      shall pay upon demand any and all expenses, including reasonable attorney fees,
      incurred or paid by Holder of this Note without suit or action in attempting
      to
      collect funds due under this Note. In the event an action is instituted to
      enforce or interpret any of the terms of this Note, including but not limited
      to
      any action or participation by Maker in, or in connection with, a case or
      proceeding under the Bankruptcy Code or any successor statute, the prevailing
      party shall be entitled to recover all expenses reasonably incurred at, before
      and after trial and on appeal or review, whether or not taxable as costs,
      including, without limitation, attorney fees, witness fees (expert and
      otherwise), deposition costs, copying charges and other expenses.

    


    This
      Note
      is executed in connection with the transaction set out in that certain
      Promissory Note Cancellation and Re-issuance Agreement of even date, by and
      among the Maker and Holder and is subject to the terms thereof. 

    


    All
      parties to this Note hereby waive presentment, dishonor, notice of dishonor,
      and
      protest. All parties hereto consent to, and Holder is hereby expressly
      authorized to make, without notice, any and all renewals, extensions,
      modifications, or waivers of the time for or the terms of payment of any sum
      or
      sums due hereunder, or under any documents or instruments relating to or
      securing this Note, or of the performance of any covenants, conditions or
      agreements hereof or thereof or the taking or release of collateral securing
      this Note. Any such action taken by Holder shall not discharge the liability
      of
      any party to this Note.

    


    This
      Note
      has been executed and delivered in the State of California and shall be governed
      and construed in accordance with the laws of the State of
      California.

    


    


    Execute
      Sports, Inc.

    A
      Nevada
      corporation

    


    


    ____________________________________________

    By:

    Its:

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    EXHIBIT
      A

    The
      2005 Note