Exhibit 4.6


    Exhibit
      4.6

     

    DEBT
      CONVERSION AGREEMENT

    


    


    THIS
      DEBT
      CONVERSION AGREEMENT ("AGREEMENT"), dated as March 24, 2006,

    among
      Execute Sports, Inc., a Nevada corporation (the "Company"), and Myr and Coral
      Guy (the "Holders").

    


    WHEREAS,
      on February 28, 2005, the Company issued a Promissory Note due February 28,
      2006, as amended from time to time, to the Holder in an aggregate principal
      amount of One Hundred Thousand ($100,000.00) dollars (the "Note");

    


    WHEREAS,
      the principal outstanding on the Note as of March 24, 2006 is Sixty Thousand,
      Nine Hundred and Five and 46/100 ($60,905.46) dollars; 

    


    WHEREAS,
      the annual interest on the Note is Two Percent per annum and as of March 24,
      2006, the interest due on the Note is Two Thousand, Eight Hundred, and Nine
      and
      38/100 ($2,089.38) dollars. 

    


    WHEREAS,
      the Company has requested that the Holders convert their Notes into 251,979
      shares of the Company’s common stock, par value $.001 per share ("Common
      Stock"), as set forth herein;

    


    NOW
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements of the parties hereinafter set forth, the parties hereto hereby
      agree
      as follows:

    


    1.
      DEBT
      CONVERSION.

    


    (a)
      Holder hereby agrees, subject to the conditions set forth herein, to convert
      the
      principal and accrued interest on its Notes into shares of the Company's Common
      Stock

    ("Conversion
      Shares") at a conversion price of $0.25 per share, respectively ("Debt
      Conversion"). The entire amount of the Conversion Shares shall be allocated
      in a
      manner as mutually agreed to by the parties and the Debt Conversion shall be
      classified as mutually agreed to by the parties.

    


    (b)
      The
      Company shall take such actions as may be necessary to effectuate the Debt
      Conversion, including, but not limited to, providing notices to, and responding
      to queries from, all applicable regulatory authorities and stock exchanges
      and
      obtaining all necessary third party consents.

    


    (f)
      Subject to the terms and conditions of this Agreement, the consummation of
      the
      transactions contemplated by this Agreement shall take place at a closing
      ("Closing") to be held at 10:00 a.m., local time, on the fourth business day
      after the date on which the last of the conditions set forth in Section 4 (c)
      and (d) below is fulfilled, at the offices of Execute Sports, Inc., 1284 Puerta
      del Sol, Suite 150, San Clemente, CA 92673, or at such other time, date or
      place
      as the parties may agree upon in writing. At the Closing, the Holder shall
      deliver its Note for cancellation and the Company shall deliver to the Holder
      certificates representing the Conversion Shares to which such Holder is entitled
      as a result of such Debt Conversion. From and after the Closing, the Notes
      shall
      represent solely the right to receive Conversion Shares. If a Holder has lost
      its Note and is unable to deliver its Notes at the Closing, it shall submit
      an
      affidavit of loss and indemnity agreement so that the Notes may be replaced
      and
      deemed cancelled in accordance with the terms hereof. In the event that as
      a
      result of the Debt Conversion, fractions of shares would be required to be
      issued, such fractional shares shall be rounded up or down to the nearest whole
      share. The Company shall pay any documentary, stamp or similar issue or transfer
      tax due on such Debt Conversion, except that the Holder shall pay any such
      tax
      due because the Conversion Shares are issued in a name other than the
      Holder's.

     

    2.
      REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby

    represents
      and warrants to the Holder as follows:

    


    (a)
      As of
      the date hereof, the Company has 75,000,000 shares of Common Stock authorized,
      of which 21,831,886 shares of Common Stock are issued and outstanding, and
      no
      shares of preferred stock authorized. As of the date hereof, the Company has
      reserved for issuance 1,430,000 shares of Common Stock upon exercise of all
      outstanding options and warrants. All of the issued and outstanding shares
      of
      the Company's Common Stock are, and all shares reserved for issuance will be,
      upon issuance in accordance with the terms specified in the instruments or
      agreements pursuant to which they are issuable, duly authorized, validly issued,
      fully paid and nonassessable. The Conversion Shares to be issued and delivered
      to the Holders upon conversion of the Notes have been duly authorized and when
      issued upon such conversion, will be validly issued, fully-paid and
      non-assessable. The issuance of the Conversion Shares will be "restricted
      securities" as defined under Rule 144 promulgated under the Securities
      Act.

    


    (b)
      The
      Company has full legal power to execute and deliver this Agreement and to
      perform its obligations hereunder. All acts required to be taken by the Company
      to enter into this Agreement and to carry out the transactions contemplated
      hereby have been properly taken, and this Agreement constitutes a legal, valid
      and binding obligation of the Company, enforceable in accordance with its terms
      and does not conflict with, result in a breach or violation of or constitute
      (or
      with notice of lapse of time or both constitute) a default under any instrument,
      contract or other agreement to which the Company or its subsidiaries is a
      party.

    


    (c)
      The
      affirmative vote of at least a majority of the Board of Directors of the Company
      with respect to the matters referred to in Section 1 hereof is the only vote
      of
      the holders of any class or series of the capital stock of the Company required
      to approve the transactions contemplated hereby.

    


    (d)
      None
      of the Company's Articles of Incorporation, as amended, or Bylaws, or the laws
      of Nevada or California contains any applicable anti-takeover provision or
      statute which would restrict the Company's ability to enter into this Agreement
      or consummate the transactions contemplated by this Agreement or which would
      limit any of the Holders' rights following consummation of the transactions
      contemplated by this Agreement.

    


    (e)
      No
      broker, finder or investment banker is entitled to any brokerage, finder's
      or
      other fee or commission in connection with the transactions contemplated by
      this
      Agreement based upon arrangements made by or on behalf of the Company other
      than
      the fees of any investment banking firm that has been engaged by the Company
      to
      render the Fairness Opinion (defined below), the fees of which will be paid
      by
      the Company.

    


    (f)
      The
      Company has delivered or made available to the Holder prior to the execution
      of
      this Agreement true and complete copies of all periodic reports, registration
      statements and proxy statements filed by it with the Commission since July
      16,
      2005. Each of such filings with the Commission (collectively, the "SEC
      Filings"), as of its filing date, complied in all material respects with the
      requirements of the rules and regulations promulgated by the Commission with
      respect thereto and did not contain any untrue statement of a material fact
      or
      omit a material fact necessary in order to make the statements contained therein
      not misleading in light of the circumstances in which such statements were
      made.


     

    3.
      REPRESENTATIONS AND WARRANTIES OF THE HOLDERS. Ty Guy represents and warrants
      to
      the Company as follows:

    


    (a)
      The
      Holder has full legal power to execute and deliver this Agreement and to perform
      its obligations hereunder. All acts required to be taken by such Holder to
      enter
      into this Agreement and to carry out the transactions contemplated hereby have
      been properly taken; and this Agreement constitutes a legal, valid and binding
      obligation of such Holder enforceable in accordance with its terms.

    


    (b)
      The
      Holder has reviewed the filings of the Company referred to in Section 2(f)
      above.

    


    (c)
      The
      Holder has been given an opportunity to ask questions and receive answers from
      the officers and directors of the Company and to obtain additional information
      from the Company.

    


    (d)
      The
      Holder has such knowledge and experience in financial and business matters
      as to
      be capable of evaluating the merits and risks of an investment in the Company's
      securities and has obtained, in its judgment, sufficient information about
      the
      Company to evaluate the merits and risks of an investment in the
      Company.

    


    (e)
      The
      Holder is relying solely on the representations and warranties contained in
      Section 2 hereof and in certificates delivered hereunder in making their
      decision to enter into this Agreement and consummate the transactions
      contemplated hereby and no oral representations or warranties of any kind have
      been made by the Company or its officers, directors, employees or agents to
      such
      Holders.

    


     

    4.
      CONDITIONS.

    


    (a)
      The
      obligations of the Company to consummate the transactions contemplated by this
      Agreement shall be subject to the fulfillment of the following
      conditions:

    


    (i)
      The
      representations and warranties of each of the Holders set forth in Section
      3
      hereof shall be true and correct on and as of the Closing date and a certificate
      certifying such shall be delivered.

    


    (ii)
      All
      proceedings, corporate or otherwise, to be taken by the Holders in connection
      with the consummation of the transactions contemplated by this Agreement shall
      have been duly and validly taken and all necessary consents, approvals or
      authorizations of any governmental or regulatory authority or other third party
      required to be obtained by the Company or the Holders shall have been obtained
      in form and substance reasonably satisfactory to the Company.

    


    (iii)
      The
      Holder shall have delivered to the Company for cancellation its Notes or an
      affidavit of loss and indemnity.

    


    (b)
      The
      obligations of the Holder to consummate the transactions contemplated by this
      Agreement shall be subject to the fulfillment of the following
      conditions:

    


    (i)
      The
      representations and warranties of the Company set forth in Section 2 hereof
      shall be true and correct on and as of the Closing date and a certificate
      certifying such shall be delivered.

    


    (ii)
      All
      proceedings, corporate or otherwise, to be taken by the Company in connection
      with the consummation of the transactions contemplated by this Agreement shall
      have been duly and validly taken and all necessary consents, approvals or
      authorizations of any governmental or regulatory authority or other third party
      required to be obtained by the Company or the Holders shall have been obtained
      in form and substance reasonably satisfactory to the Holders.

     

    (iii)
      The
      Company shall have caused the Conversion Shares to be approved for listing
      on
      the Over the Counter Bulletin Board or any national securities exchange on
      which
      the Common Stock is then listed.

    


    (iv)
      The
      Holder shall have received a legal opinion of Michael L. Corrigan, counsel
      to
      the Company, addressed to the Holder dated as of the Closing date covering
      such
      matters as is customary of transactions of this nature and in form and substance
      reasonably satisfactory to the Holder.

    


    (vi)
      The
      Holder shall have delivered to the Company for cancellation their Notes or
      an
      affidavit of loss and indemnity

    


    5.
      REGISTRATION.

     

    (a)The
      Company shall file, and use reasonable best efforts to cause to be declared
      effective by the Commission as promptly as practicable but in no event later
      than nine months following the Closing Date, a registration statement (the
      "Required Registration Statement") to register Fifty Percent of the Conversion
      Shares, or 125,989 or the 251,979 shares received by the Holder upon the Debt
      Conversion for resale pursuant to the Securities Act.

    


    (b)
      The
      Company shall bear all fees and expenses attendant to registering the Conversion
      Shares, but the Holders shall pay any and all sales commissions and the expenses
      of any legal counsel selected by them to represent them in connection with
      the
      sale of the Conversion Shares. The Company shall use its best efforts to cause
      any registration statement filed pursuant to this section to remain effective
      until all the Conversion Shares registered thereunder are sold or until the
      delivery to the Holder of an opinion of counsel to the Company to the effect
      set
      forth in Section 5(h).

    


    (c)
      The
      Company will indemnify the Holder against all claims, losses, damages and
      liabilities (or actions or proceedings, commenced or threatened, in respect
      thereof), joint or several, arising out of or based on any untrue statement
      (or
      alleged untrue statement) of a material fact contained in any prospectus,
      offering circular or other document (including any related registration
      statement, notification or the like) incident to any registration, qualification
      or compliance pursuant to this Section 5 or based on any omission (or alleged
      omission) to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, or any violation by
      the
      Company of the Securities Act or any rule or regulation thereunder applicable
      to
      the Company in connection with any such registration, qualification or
      compliance, and will reimburse the Holder for any legal and any other expenses
      reasonably incurred in connection with investigating and defending any such
      claim, loss, damage, liability or action or proceeding; provided that the
      Company will not be liable to a Holder in any such case to the extent that
      any
      such claim, loss, damage, liability or expense arises out of or is based on
      any
      untrue statement or omission based upon written information furnished to the
      Company by or on behalf of such Holder specifically stating that it is intended
      for inclusion in any registration statement under which Conversion Shares are
      registered. Such indemnity shall remain in full force and effect regardless
      of
      any investigation made by or on behalf of a Holder or any such director, officer
      or controlling person, and shall survive the transfer of such securities by
      any
      Holder.

    


    (d)
      The
      Company shall comply with all of the reporting requirements of the Exchange
      Act
      and with all other public information reporting requirements of the Commission,
      which are conditions to the availability of Rule 144 for the sale of the Common
      Stock. The Company shall cooperate with the Holder in supplying such information
      as may be necessary for such Holder to

    complete
      and file any information reporting forms presently or hereafter required by
      the
      Commission as a condition to the availability of Rule 144.

    


    (e)
      The
      Company represents and warrants to the holders of Conversion Shares that the
      granting of the registration rights to the Holders hereby does not and will
      not
      violate any agreement between the Company and any other security holders with
      respect to registration rights granted by the Company.

    


    (f)
      The
      rights granted under this Section 5 shall terminate upon delivery to the Holders
      of an opinion of counsel to the Company reasonably satisfactory to the Holder
      to
      the effect that such rights are no longer necessary for the public sale of
      the
      Conversion Shares without restriction as to the number of securities that may
      be
      sold at any one time or the manner of sale.

    


    (i)
      The
      rights granted under this Section 5 shall not be transferable.

     

    6.
      MISCELLANEOUS.

    


    (a)
      Section headings used in this Agreement are for convenience of reference only
      and shall not affect the construction of this Agreement.

    


    (b)
      This
      Agreement may be executed in any number of counterparts and by the different
      parties on separate counterparts and each such counterpart shall be deemed
      to be
      an original, but all such counterparts shall together constitute but one and
      the
      same agreement.

    


    (c)
      This
      Agreement shall be a contract made under and governed by the laws of the State
      of California.

    


    (d)
      All
      obligations of the Company and rights of the Holder expressed herein shall
      be in
      addition to and not in limitation of those provided by applicable
      law.

    


    (e)
      This
      Agreement shall be binding upon the Company, the Holder and its respective
      successors and assigns, and shall inure to the benefit of the Company, the
      Holders and their respective successors and permitted assigns.

    


    (f)
      The
      terms and provisions of this Agreement are intended solely for the benefit
      of
      each party hereto and their respective successors or permitted assigns, and
      it
      is not the intention of the parties to confer third-party beneficiary rights
      upon any other person or entity.

    


    (g)
      All
      amendments or modifications of this Agreement and all consents, waivers and
      notices delivered hereunder or in connection herewith shall be in
      writing.

    


    (h)
      This
      Agreement constitutes the entire agreement among the parties with respect to
      the
      subject matter hereof and supersedes all prior agreements and undertakings,
      both
      written and oral, among the parties with respect thereto.

    


    (i)
      Whether or not the Closing occurs, the Company shall pay all costs and expenses,
      including reasonable attorneys' fees, incurred by it or the Holders with respect
      to the negotiation, execution, delivery and performance of this Agreement,
      including any expenses of enforcing this provision. This provision shall survive
      termination of the Agreement. 

    


    7.
      WAIVER
      OF JURY TRIAL. EACH OF THE COMPANY AND THE HOLDERS

    HEREBY
      IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
      COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED HEREBY.

    


    8.
      SPECIFIC PERFORMANCE. THE PARTIES HERETO ACKNOWLEDGE AND

    AGREE
      THAT ANY REMEDY AT LAW FOR ANY BREACH OF THE PROVISIONS OF THIS AGREEMENT WOULD
      BE INADEQUATE, AND EACH PARTY HERETO HEREBY CONSENTS TO THE GRANTING BY ANY
      COURT OF AN INJUNCTION OR OTHER EQUITABLE RELIEF, WITHOUT THE NECESSITY OF
      ACTUAL MONETARY LOSS BEING PROVED, IN ORDER THAT THE BREACH OR THREATENED BREACH
      OF SUCH PROVISIONS MAY BE EFFECTIVELY RESTRAINED.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized representatives as of the date first above
      written.

     

    EXECUTE
      SPORTS, INC.

     

    Todd
      M.
      Pitcher

    President
      and Secretary 

    


    HOLDERS

     

    Myr
      Guy

     

    Coral
      Guy