0001047469-06-013222 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, INCLUDING AGREEMENT TO ARBITRATE, NONCOMPETITION AGREEMENT AND NONDISCLOSURE AGREEMENT
Employment Agreement, Including Agreement • October 27th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Texas

This Agreement is made and entered into on September , 2006 (effective as of May 19, 2006), by and between Charles D. Beery (“Employee”) and Heeling Sports Limited, a Texas limited partnership (the “Company”).

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 27th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Texas

This Investor Rights Agreement (this “Agreement”) dated as of May 24, 2000, is by and among Heeling, Inc., a Nevada corporation (the “Company”), Roger R. Adams (“Adams”), Richard E. Middlekauff (“Middlekauff’), Robert J, Ward (“Ward”) and CYPO, Inc., a Texas corporation (“CYPO,” and together with Adams, Middlekauff and Ward, the “Initial Common Shareholders”), Heeling Holding Corporation, a Nevada corporation (“Holding”), Heeling Management Corp., a Texas corporation (“Management, and together with the Company and Holding, the “Heeling Companies”), Samuel B. Ligon and Patricia P. Ligon (the “Ligons”), and Capital Southwest Venture Corporation, a Nevada corporation (“Investor”).

STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 27th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Texas

Whereas, Ward has contributed substantial benefits to Adams, and Adams has agreed to provide Ward with certain protection from dilution of Ward’s interest in Heeling, Inc., a Nevada corporation (the “Corporation”);

EMPLOYMENT AGREEMENT, INCLUDING AGREEMENT TO ARBITRATE, NONCOMPETITION AGREEMENT AND NONDISCLOSURE AGREEMENT
Agreement and Nondisclosure Agreement • October 27th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Texas

This Agreement is made and entered into on September , 2006 (effective as of May 19, 2006), by and between Patrick F. Hamner ("Employee") and Heeling Sports Limited, a Texas limited partnership (the "Company").

CONSULTING AGREEMENT
Consulting Agreement • October 27th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Texas

This Consulting Agreement ("Agreement"), dated September 30, 2006, is between Boss Technical Services ("BTS"), located at Sasang, Pusan, South Korea and Heeling Sports Ltd. ("Company"), located at 3200 Belmeade Drive, Suite 100 Carrollton, Texas 75006.

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