Exhibit 10.1

                     2006 Execute Sports, Inc. Non-Employee
                         Directors' Stock Incentive Plan

      1. Establishment and Purpose of the Plan. The Execute Sports, Inc. 2006
Non-Employee Directors' Stock Incentive Plan (the "Plan") is established upon
the following terms and conditions. The purpose of the Plan is to advance the
interests of Execute Sports, Inc.(the "Company") through the attraction,
motivation and retention of qualified non-employee Directors. The Plan will
provide a means for non-employee Directors to increase their equity ownership of
the Company consistent with the Company's guidelines for stock ownership by
non-employee Directors. By increasing their ownership interest in the Company,
the economic interests of the non-employee Directors will more closely align
with those of all other stockholders of the Company.

      2. Definitions.

      2.01 Award: A grant of Options, Restricted Stock, and/or Deferred Stock to
an Awardee.

      2.02 Awardee: An Eligible Director to whom and Award is made.

      2.03 Award Agreement: Each Award of Options, Restricted Stock or Deferred
Stock shall be evidenced by an Option Agreement, a Restricted Stock Agreement or
a Deferred Stock Agreement. Such Award Agreement shall conform to the provisions
of the Plan and shall specify the Date of Grant, the Option Price for grants of
Options, vesting provisions and any restrictions for grants of Restricted Stock
or Deferred Stock.

      2.04 Basic Annual Award (Granted in Quarterly Installments): An Award
granted to each Eligible Director on the first business day of the each new
quarter for services provided to the Company in the previous quarter based upon
the formulas described in Section 13.

      2.05 Board of Directors: The Board of Directors of the Company.

      2.06 Change of Control: A Change of Control of the Company of a nature
that would be required to be reported in response to Item 403(c) of Regulation
S-K whether or not the Company is then subject to such reporting requirement;
provided that, without limitation, a Change of Control shall be deemed to have
occurred if (a) any individual, partnership, firm, corporation, association,
trust, unincorporated organization or other entity, or any syndicate or group
deemed to be a person under Section 14(d)(2) of the Securities Exchange Act of
1934 ("Exchange Act"), is or becomes the "beneficial owner" (as defined in Rule
13d-3 of the General Rules and Regulations under the Exchange Act), directly or
indirectly, of securities of the Company representing 20 percent or more of the
combined voting power of the Company's then outstanding securities entitled to
vote in an election of Directors of the Company; or (b) during any period of two
(2) consecutive years (not including any period prior to the adoption of this
Plan), individuals who at the beginning of such period constitute the Board of
Directors and any new Directors, whose election by the Board of Directors or
nomination for election by the Company's stockholders was approved by a vote of
at least three quarters (3/4) of the Directors then still in office who either
were Directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute a
majority thereof.

      2.07 Common Stock: The Common Stock of the Company, par value $0.001 per
share, or such other class or kind of share or other securities as may be
applicable under Section 6.

      2.08 Company: Execute Sports, Inc., a Nevada corporation, or any successor
substantially all its business.

      2.09 Date of Grant: The date an Award is granted to an Eligible Director.
The Date of Grant will be April 1, July 1, October 1 and January 1of each year
during the life of the Plan and for any supplemental grant, on a date determined
by the Board of Directors. If the Over the Counter Bulletin Board ("OTCBB") is
not open on such date, the Date of Grant will be the next subsequent day on
which the OTCBB is open.

      2.10 Deferred Stock: Deferred Stock is Common Stock of the Company to be
issued to an Awardee under the Plan in one or more installments beginning at
such time in the future as the Board shall determine. Prior to the issuance of
Deferred Stock, the Company shall pay or accrue an amount equivalent to the
dividends on that Deferred Stock from the date of grant. Awards of Deferred
Stock shall be made pursuant to a Deferred Stock Agreement between the Company
and each Awardee that may contain additional terms.

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      2.11 Deferred Stock Agreement: The written agreement between the Company
and the Awardee for a grant of Deferred Stock.

      2.12 Eligible Director: Any person who on the date of grant is a member of
the Board of Directors of the Company and is not an employee of the Company or
of any Subsidiary as defined in Section 2.20.

      2.13 Fair Market Value: As applied to a specific date, the average of the
highest and lowest market prices of Common Stock, as reported on the
consolidated transaction reporting system for the OTCBB on such date, or, if the
Common Stock was not traded on such date, on the next preceding day on which the
Common Stock was traded.

      2.14 Option: Any option or options providing for the purchase of a stated
number of whole, not fractional, shares of Common Stock pursuant to Section 5.

      2.15 Option Agreement: The written agreement between the Company and
Awardee for the grant of an Option.

      2.16 Option Price: The price at which Common Stock of the Company may be
purchased upon the exercise of an Option shall be the Fair Market Value on the
Date of Grant.

      2.17 Plan: The Execute Sports, Inc. 2006 Non-Employee Director's Stock
Incentive Plan.

      2.18 Restricted Stock: Restricted Stock under the Plan is Common Stock of
the Company restricted as to sale for such time, and/or under such conditions,
as the Committee on Directors and Governance shall determine. Prior to the
lifting of the restrictions, the Awardee will nevertheless be entitled to
receive dividends from and to vote the shares of Restricted Stock. Awards of
Restricted Stock shall be made pursuant to a Restricted Stock Agreement between
the Company and each Awardee that may contain additional terms.

      2.19 Restricted Stock Agreement: The written agreement between the Company
and the Awardee for a grant of Restricted Stock. 2.20 Subsidiary: Any business
association (including a corporation or a partnership other than the Company) in
an unbroken chain of such associations beginning with the Company if each of the
associations other than the last association in the unbroken chain owns equity
interests (including stock or partnership interests) possessing fifty percent
(50%) or more of the total combined voting power of all classes of equity
interests in one or the other associations in such chain.

      2.21 Supplemental Grant: A grant of Options, Restricted Stock, or Deferred
Stock that is in addition to the Basic Annual Award and is granted to an
Eligible Director as a result of that Eligible Director taking on additional
responsibilities as a member of the Board of Directors of the Company.

      3. Stock Subject to the Plan. The total number of shares of Common Stock
which may be awarded under the Plan is 1,500,000. If any shares subject to any
Award granted hereunder are forfeited or such Award otherwise terminates without
the issuance of such shares or of other consideration in lieu of such shares,
the shares subject to such Award, to the extent of such termination or
forfeiture, shall again be available for grant under the Plan during the term of
the Plan.

      4. Duration of the Plan. The Plan shall have a duration of ten (10) years
commencing on January 1, 2006.

      5. Grants of Stock.

      5.01 Frequency of Grants. Basic Annual Awards shall be made on an annual
basis on the Date of Grant as defined in Section 2.09. Supplemental Grants may
be made at any time in the discretion of the Board of Directors. If the Plan is
approved by the Company's stockholders, grants of Restricted Stock pursuant to
Section 13(b) will be made as of January 1, 2006.

      5.02 Size of Grants. The size of each Basic Annual Award shall be
calculated by the formulas as described in Section 13. The size of any
Supplemental Grant shall be determined by the Board of Directors.

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      5.03 Individual Limits. An annual aggregate limit of 300,000 shares
(including Options, Restricted Stock, and Deferred Stock) is set for any
individual Director, such limit including both the Basic Annual Award and any
Supplemental Grant received during any given calendar year.

      5.04 Types of Grants. Grants may consist of Options, Restricted Stock, or
Deferred Stock or a combination of Options, Restricted Stock and Deferred Stock
during any given calendar year.

      5.05 Terms of Grants. (i) Stock Options are non-qualified right-to-buy
Options for the purchase of Common Stock of the Company. The term of each Option
shall be ten (10) years from the Date of Grant. The Option Price shall be the
Fair Market Value of Execute Sports Common Stock on the date the Option is
granted. Under no circumstances shall any Option vest in less than one year from
the Date of Grant. Shares purchased upon exercise of an Option must be paid for
in full at the time of exercise either in cash or with currently owned shares.
Neither the Committee on Directors and Governance nor the Board of Directors may
reprice any Option that is "underwater." (ii)Restricted Stock is Common Stock of
the Company restricted as to sale in such fashion as the Committee on Directors
and Governance shall determine. Prior to the lifting of the restrictions, the
Awardee will be entitled to receive dividends from and to vote the shares of
Restricted Stock. Lifting of restrictions will be accelerated in the event of a
Change of Control as defined in Section 2.06. (iii)Deferred Stock is Common
Stock of the Company to be issued to an Awardee under the Plan in one or more
installments beginning at such time in the future as the Committee on Directors
and Governance shall determine. Prior to the issuance of Deferred Stock, the
Company shall pay or accrue an amount equivalent to the dividends on that
Deferred Stock from the date of grant. Delivery of the Deferred Stock will be
accelerated in the event of a Change in Control as defined in Section 2.06.

      5.06 Termination of Membership on the Board of Directors. Notwithstanding
the provisions of Section 5.05, an Option whose term has not yet expired that is
held by an Awardee shall become fully vested and immediately exercisable upon
such Awardee's death or retirement from the Board of Directors. Any such Options
must be exercised (a) within five (5) years from such termination of Board
membership or Change of Control or (b) within the original term of the Option,
whichever time is less, or such Option shall thereafter automatically terminate.
Options held by an Awardee whose membership on the Board of Directors terminates
for reasons other than those described above, unless subject to the provisions
of Section 8 of the Plan, shall expire within six (6) months from Board
termination and are exercisable only to the extent they have vested, as provided
for under Section 5.05, prior to expiration. Grants of Restricted Stock shall
have their restrictions accelerated in the event of the Director's death or
retirement from the Board of Directors. In such event, the Common Stock related
to such grant shall be delivered to the retired Director or such Director's
beneficiary as soon as administratively feasible after such event. Grants of
Deferred Stock shall have their issuance accelerated in the event of the
Director's death or retirement from the Board of Directors. In such event, the
Common Stock related to such grant shall be delivered to the retired Director or
such Director's beneficiary as soon as administratively feasible after such
event.

6. Adjustments upon Changes in Capitalization.

      In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation or any other change in
corporate structure of the Company affecting Common Stock, or a sale by the
Company of all or a substantial part of its assets, or any distribution to
stockholders other than a cash dividend, the Board of Directors of the Company
will make appropriate adjustment in the number and kind of shares authorized by
the Plan, and any adjustments to outstanding awards as it deems appropriate.
However, no fractional shares of Common Stock will be issued pursuant to any
such adjustment, and the Fair Market Value of any fractional shares resulting
from adjustments will be paid in cash to the Awardee.

      7. General Provisions.

      Each Award is normally made through a written Award Agreement between the
Company and the Awardee. Nothing contained in the Plan, or in any Award granted
pursuant to the Plan, shall confer upon any Awardee any right with respect to
continuance as a Director.

      8. Forfeiture.

      All Options, Restricted Stock, and Deferred Stock granted to an Awardee
shall automatically terminate and be null and void as of the date an Eligible
Director's service on the Board of Directors terminates if the directorship is
terminated as a result of any act of (a) fraud or intentional misrepresentation,
or (b) embezzlement, misappropriation, or conversion of assets or opportunities
of the Company or any Subsidiary.

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      9. Non-Assignability.

      Awards may not be pledged, assigned, or transferred for any reason during
the Awardee's lifetime, and any attempt to do so shall be void and the relevant
Award shall be immediately forfeited.

      10. Beneficiary upon Awardee's Death.

      Notwithstanding the provisions of Section 9, an Awardee's Award shall be
transferable at his or her death to the beneficiary designated by the Awardee on
forms prescribed and filed with the Company. Upon the death of an Awardee, such
beneficiary shall succeed to the rights of the Awardee. If no such designation
of a beneficiary has been made, the Awardee's Award(s) shall succeed to his or
her legal representative and shall be transferable by will or pursuant to the
laws of descent and distribution.

      11. Plan Administration.

      The Plan is administered by the Committee on Directors and Governance of
the Board of Directors. The Committee shall have the authority to interpret the
Plan and to provide for additional terms and conditions as may be reflected in
the Award Agreements.

      12. Amendment and Termination of the Plan.

      The Board of Directors of the Company shall have the power to amend or
terminate the Plan without further action of the stockholders, but no such
amendment may: materially increase the number of shares available under the Plan
(other than an increase solely to reflect a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger, consolidation or any
other change in corporate structure of the Company affecting the Common Stock,
or a sale by the Company of all or a substantial part of its assets, or any
distribution to stockholders other than a cash dividend); withdraw
administration of the Plan from the Committee on Directors and Governance of the
Board of Directors; change the types of awards available under the Plan; extend
the term of the Plan; constitute a "material revision" to the Plan requiring
stockholder approval pursuant to the Over the Counter Bulletin Board Corporate
Governance Listing Standards; or delete or limit the scope of the Plan provision
prohibiting the repricing of Options that are "underwater."

The duration of the 2006 Plan shall be ten years. No additional grants will be
made after December 31, 2015 unless the Board of Directors decides to terminate
the Plan earlier or the stockholders of the Company approve an extension.

13.   Formulas for Basic Annual Awards of Stock Options and of Restricted Stock.
      (a) Stock Options:

      Prior Year Average Remuneration x 45% = Target Net Present Value

      Target Net Present Value/ (BSV% x Execute Sports Share Price) = Number of
      Options Granted

      (Note: Number of Options granted will be rounded up to the next increment
      of 50)

      Definition of Terms:

      Prior Year Average Remuneration is the average of the aggregate total of
      retainer and meeting fees paid to the non-employee Directors during the
      calendar year prior to the Option grant being calculated, excluding from
      the average any non-employee Director's compensation that does not
      represent a full year of Board service.

      45% represents the net present value percentage of the Prior Year Average
      Remuneration that this Basic Annual Award is targeted to deliver.

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      BSV% represents the Black-Scholes valuation of a ten-year Option to
      purchase shares of Common Stock of Execute Sports, Inc. at market price
      upon commencement of the Option term. The Black-Scholes value is updated
      on a periodic basis.

      Execute Sports Share Price represents the average of high and low prices
      on the OTCBB for common shares of Execute Sports, Inc. on the Date of
      Grant of the Options.

      (b) Restricted Stock:

      Annual Basic Retainer = Target Value

      Target Value/Market Price of Execute Sports Stock on Grant Date = Grant of
      Restricted Shares

      The Grant of Restricted Shares will be rounded up to the next increment of
      50 shares.

      Definition of Terms:

      Annual Basic Retainer is the annual basic amount paid to all non-employee
      Directors (on 1/1/06 an amount equal to $15,000).

      Target Value is the cash value of the Restricted Stock Grant on the Date
      of Grant (on 1/1/06, an amount equal to $15,000).

      Market Price on the Date of Grant is the Fair Market Value as defined in
      Section 2.13 on the Date of Grant.

      14. Income Tax Status. The Company has been advised by its tax counsel
that awards made under the Plan will give rise to the following tax events for
U.S. citizens and residents under current U.S. federal income tax law:

      (a)   Non-qualified Options. The Awardee will not be subject to tax upon
            the grant of the Option, and the Company will not be entitled to a
            tax deduction by reason of such grant. If an Awardee exercises a
            Non-qualified Option, the difference between the Option Price and
            the Fair Market Value of the shares on the date of exercise will be
            treated as taxable compensation to the Awardee. The Company will be
            entitled to a tax deduction in the amount of and for the taxable
            year in which such amount is treated as compensation to the Awardee.

      (b)   Awards of Restricted Stock. Unless the Awardee makes an election
            under Section 83(b) of the Code, Restricted Stock will not be
            taxable when issued, and the Company will not be entitled to a
            deduction at the time of issuance. Any dividends paid to the Awardee
            prior to the lifting of restrictions are taxable compensation income
            to the Awardee. When the restrictions are lifted, the Awardee will
            be treated as receiving taxable compensation in the amount of the
            excess of the then Fair Market Value over the amount, if any, paid
            by the Awardee for the shares.

      (c)   Awards of Deferred Stock. The Award of a right to receive stock at a
            future date will not have any immediate tax consequence. Any
            dividends paid to the Awardee prior to the issuance of shares are
            taxable compensation income to the Awardee. At the time shares of
            Common Stock are issued under any such Award, the Awardee will be
            treated as having received taxable compensation. The amount of that
            income will be the Fair Market Value of one share of Common Stock
            times the number of shares received. The Company will receive a
            federal income tax deduction for the same amount as is treated as
            taxable compensation to the Awardee.