0001047469-06-014474 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, INCLUDING AGREEMENT TO ARBITRATE, NONCOMPETITION AGREEMENT AND NONDISCLOSURE AGREEMENT
Employment Agreement • November 24th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Texas

This Agreement is made and entered into on November 16, 2006 (effective as of May 19, 2006), by and between Michael W. Hessong ("Employee") and Heeling Sports Limited, a Texas limited partnership (the "Company").

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Agreement
Agreement • November 24th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Texas

For and in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree as follows:

WAIVER AND AGREEMENT
Waiver and Agreement • November 24th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Delaware

THIS WAIVER AND AGREEMENT (this "Agreement"), dated as of September 14, 2006, is among Heelys, Inc., the surviving corporation pursuant to its merger with Heeling, Inc., a Nevada corporation (the "Company"), Roger R. Adams ("Adams"), Richard E. Middlekauff ("Middlekauff"), Robert J. Ward ("Ward"), 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").

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