0001047469-06-011472 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 1st, 2006 • Heelys, Inc. • Delaware

This Indemnification Agreement (this "Agreement") dated and effective as of , 2006, is between Heelys, Inc., a Delaware corporation (the "Company"), and ("Indemnitee").

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MANUFACTURING AGREEMENT
Manufacturing Agreement • September 1st, 2006 • Heelys, Inc. • Texas

This Manufacturing Agreement is made between Bu Kyung, ("Factory") with a business located in Pusan, South Korea and Heeling Sports LTD. (the "Company") a Nevada corporation located at 12900 Preston Road, Ste. 700, Dallas, Texas 75230.

LEASE AGREEMENT
Lease Agreement • September 1st, 2006 • Heelys, Inc.

This Lease is made between Landlord and Tenant named in Article I as of the date set forth therein. Landlord and Tenant, in consideration of the covenants and agreements contained herein, agree as follows:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 1st, 2006 • Heelys, Inc. • Texas

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 19, 2006, is by and among Heeling, Inc., a Nevada corporation (the "Company"), and Roger R. Adams ("Seller").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 1st, 2006 • Heelys, Inc. • Texas

This Registration Rights Agreement (the "Agreement") is made and entered into as of May 26, 2000, by and among Heeling, Inc., a Nevada corporation (the "Company"), Samuel B. Ligon and Patricia P. Ligon (collectively, the "Ligons") and Capital Southwest Venture Corporation, a Nevada corporation ("CSVC," and collectively with the Ligons, the "Investor").

SOURCING AGENT AGREEMENT
Agent Agreement • September 1st, 2006 • Heelys, Inc. • Texas

This Consulting Agreement is made between Boss Technical Services, ("Agent") with a business address at Sasang, Pusan, South Korea and Heeling Sports LTD. (the "Company") a Nevada corporation located at 12900 Preston Road, Ste. 700, Dallas, Texas 75230.

Credit Agreement
Credit Agreement • September 1st, 2006 • Heelys, Inc. • Texas

This agreement dated as of August 20, 2004 between Bank One, NA, with its main office in Chicago, IL, and its successors and assigns, (the "Bank"), whose address is 1717 Main Street, Dallas, TX 75201, and Heeling Sports Limited (the "Borrower"), whose address is 1205 Venture Court, Suite 109, Carrolton, TX 75006.

June 28, 2006
Heelys, Inc. • September 1st, 2006

The purpose of this letter is to memorialize our agreement with regard to certain registration rights granted to you under a Stock Purchase Agreement by and between Heeling, Inc. and yourself dated as of May 19, 2006 (the "Purchase Agreement").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 1st, 2006 • Heelys, Inc. • Texas

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April 28, 2006, is by and among Heeling, Inc., a Nevada corporation (the "Company"), and Richard E. Middlekauff ("Seller").

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