Exhibit
10.2


CHASE


Line of
Credit Note


$2,000,000.00

Date: 
September 19, 2007


Promise to Pay.  On or before June 30, 2009, for value
received, Heeling Sports Limited (the “Borrower”) promises to pay to JPMorgan
Chase Bank, N.A., whose address is 1717 Main Street, Dallas, TX 75201 (the “Bank”)
or order, in lawful money of the United States of America, the sum of Two
Million and 00/100 Dollars ($2,000,000.00) or such lesser sum as is indicated
on Bank records, plus interest as provided below.


Definitions.  As used in this Note, the following terms
have the following respective meanings:


“Adjusted LIBOR Rate” means,
with respect to a LIBOR Rate Advance for the relevant Interest Period, the sum
of (i) the Applicable Margin plus (ii) the quotient of (a) the LIBOR Rate
applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period.


“Advance” means a LIBOR Rate
Advance or a Prime Rate Advance and “Advances”
means all LIBOR Rate Advances and all Prime Rate Advances under this Note.


“Applicable Margin” means with
respect to any Prime Rate Advance, 0.25% per annum and with respect to any
LIBOR Rate Advance, 1.75% per annum.


“Business Day” means (i) with
respect to any borrowing, payment or rate selection of LIBOR Rate Advances, a
day (other than a Saturday or Sunday) on which banks generally are open in
Texas and/or New York for the conduct of substantially all of their commercial
lending activities and on which dealings in United States dollars are carried
on in the London interbank market and (ii) for all other purposes, a day other
than a Saturday, Sunday or any other day on which national banking associations
are authorized to be closed.


“Interest Period” means, with
respect to a LIBOR Rate Advance, a period of one (1), two (2) or three (3)
month(s) commencing on a Business Day selected by the Borrower pursuant to this
Note. Such Interest Period shall end on the day which corresponds numerically
to such date one (1), two (2) or three (3) month(s) thereafter, as applicable, provided, however, that if there is no such numerically
corresponding day in such first, second or third succeeding month(s), as
applicable, such Interest Period shall end on the last Business Day of such
first, second or third succeeding month(s), as applicable. If an Interest
Period would otherwise end on a day which is not a Business Day, such Interest
Period shall end on the next succeeding Business Day, provided,
however, that if said next succeeding Business Day falls in a new
calendar month, such Interest Period shall end on the immediately preceding
Business Day.


“LIBOR Rate” means with respect
to any LIBOR Rate Advance for any Interest Period, the interest rate determined
by the Bank by reference to Page 3750 of the Moneyline Telerate Service (“MTS”)
(or on any successor or substitute page of the MTS, or any successor to or
substitute for the MTS, providing rate quotations comparable to those currently
provided on Page 3750 of the MTS, as determined by the Bank from time to time
for purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) to be the rate at approximately 11:00
a.m. London time, two Business Days prior to the commencement of the Interest
Period for the offering by the Bank’s London office, of dollar deposits in an
amount comparable to such LIBOR Rate Advance with a maturity equal to such
Interest Period. If no LIBOR Rate is available to the Bank, the applicable
LIBOR Rate for the relevant Interest Period shall instead be the rate
determined by the Bank to be the rate at which the Bank offers to place
deposits in U.S. dollars with first-class banks in the London interbank market
at approximately 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, in the approximate amount of the principal amount
outstanding on such date and having a maturity equal to such Interest Period.












“LIBOR Rate Advance” means any
borrowing under this Note when and to the extent that its interest rate is
determined by reference to the Adjusted LIBOR Rate.


“Prime Rate” means the rate of
interest per annum announced from time to time by the Bank as its prime rate.
The Prime Rate is a variable rate and each change in the Prime Rate is effective
from and including the date the change is announced as being effective. THE
PRIME RATE IS A REFERENCE RATE AND MAY NOT BE THE BANK’S LOWEST RATE.


“Prime Rate Advance” means any
Advance under this Note when and to the extent that its interest rate is determined
by reference to the Prime Rate.


“Principal Payment Date” is
defined in the paragraph entitled “Principal Payments” below.


“Regulation D” means Regulation
D of the Board of Governors of the Federal Reserve System as from time to time
in effect and any successor thereto or other regulation or official
interpretation of said Board of Governors relating to reserve requirements
applicable to member banks of the Federal Reserve System.


“Reserve Requirement” means,
with respect to an Interest Period, the maximum aggregate reserve requirement
(including all basic, supplemental, marginal and other reserves) which is
imposed under Regulation D.


Interest Rates. The Advance(s)
evidenced by this Note may be drawn down and remain outstanding as up to five
(5) LIBOR Rate Advances and/or a Prime Rate Advance. The Borrower shall pay
interest to the Bank on the outstanding and unpaid principal amount of each
Prime Rate Advance at the Prime Rate minus the Applicable Margin and each LIBOR
Rate Advance at the Adjusted LIBOR Rate. Interest shall be calculated on the
basis of the actual number of days elapsed in a year of 360 days, unless that
calculation would result in a usurious interest rate, in which case interest
will be calculated on the basis of a 365 or 366 day year, as the case may be.
In no event shall the interest rate applicable to any Advance exceed the
maximum rate allowed by law. Any interest payment which would for any reason be
deemed unlawful under applicable law shall be applied to principal.


Bank Records.  The Bank shall, in the ordinary course of
business, make notations in its records of the date, amount, interest rate and
Interest Period of each Advance hereunder, the amount of each payment on the
Advances, and other information. Such records shall, in the absence of manifest
error, be conclusive as to the outstanding principal balance of and interest
rate or rates applicable to this Note.


Notice and Manner of Electing Interest Rates on
Advances.  The Borrower
shall give the Bank written notice (effective upon receipt) of the Borrower’s
intent to draw down an Advance under this Note no later than 2:00 p.m. Central
time, on the date of disbursement, if the full amount of the drawn Advance is
to be disbursed as a Prime Rate Advance and no later than 11:00 a.m. Central
time three (3) Business Days before disbursement, if any part of such Advance
is to be disbursed as a LIBOR Rate Advance. The Borrower’s notice must specify:
(a) the disbursement date, (b) the amount of each Advance, (c) the type of each
Advance (Prime Rate Advance or LIBOR Rate Advance), and (d) for each LIBOR Rate
Advance, the duration of the applicable Interest Period; provided,
however, that the Borrower may not elect an Interest Period ending
after the maturity date of this Note. Each LIBOR Rate Advance shall be in a
minimum amount of One Hundred Thousand and 00/100 Dollars ($100,000.00). All
notices under this paragraph are irrevocable. By the Bank’s close of business
on the disbursement date and upon fulfillment of the conditions set forth
herein and in any other of the Related Documents, the Bank shall disburse the
requested Advances in immediately available funds by crediting the amount of
such Advances to the Borrower’s account with the Bank.


Conversion and Renewals. The
Borrower may elect from time to time to convert one type of Advance into
another or to renew any Advance by giving the Bank written notice no later than
2:00 p.m. Central time, on the date of the conversion into or renewal of a
Prime Rate Advance and 11:00 am. Central time three (3) Business Days before
conversion into or renewal of a LIBOR Rate Advance, specifying: (a) the renewal
or conversion date, (b) the amount of the Advance to be converted or renewed,
(c) in the case of conversion, the type of Advance to be converted into (Prime
Rate Advance or LIBOR Rate Advance), and (d) in the case of renewals of or
conversion into a LIBOR Rate Advance, the applicable Interest Period, provided
that (i) the minimum principal amount of each



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LIBOR Rate Advance outstanding after a renewal or
conversion shall be One Hundred Thousand and 00/100 Dollars ($100,000.00); (ii)
a LIBOR Rate Advance can only be converted on the last day of the Interest
Period for the Advance; and (iii) the Borrower may not elect an Interest Period
ending after the maturity date of this Note. All notices given under this
paragraph are irrevocable. If the Borrower fails to give the Bank the notice
specified above for the renewal or conversion of a LIBOR Rate Advance by 11:00
am. Central time three (3) Business Days before the end of the Interest Period
for that Advance, the Advance shall automatically be converted to a Prime Rate
Advance on the last day of the Interest Period for the Advance.


Interest Payments.  Interest on the Advances shall be paid as
follows:


A.            For
each Prime Rate Advance, on the last day of each quarter beginning with the
first quarter following disbursement of the Advance or following conversion of
an Advance into a Prime Rate Advance, and at the maturity or conversion of the
Advance into a LIBOR Rate Advance;


B.            For
each LIBOR Rate Advance, on the last day of the Interest Period for the Advance
and, if the Interest Period is longer than three months, at three-month
intervals beginning with the day three months from the date the Advance is disbursed.


Principal Payments.  All outstanding principal and interest is due
and payable in full on June 30, 2009, which is defined herein as the “Principal
Payment Date”.


Default Rate of Interest.  After a default has occurred under this Note,
whether or not the Bank elects to accelerate the maturity of this Note because
of such default, all Advances outstanding under this Note, including all LIBOR
Rate Advances, shall bear interest at a per annum rate equal to the Prime Rate,
minus the Applicable Margin for a Prime Rate Advance, plus three percent
(3.00%) from the date the Bank elects to impose such rate. Imposition of this
rate shall not affect any limitations contained in this Note on the Borrower’s
right to repay principal on any LIBOR Rate Advance before the expiration of the
Interest Period for that Advance.


Prepayment.  The Borrower may prepay all or any part of
any Prime Rate Advance at any time without premium or penalty. The Borrower may
prepay any LIBOR Rate Advance only at the end of an Interest Period.


Funding Loss Indemnification.  Upon the Bank’s request, the Borrower shall
pay the Bank amounts sufficient (in the Bank’s reasonable opinion) to
compensate it for any loss, cost, or expense incurred as a result of:


A.            Any
payment of a LIBOR Rate Advance on a date other than the last day of the
Interest Period for the Advance, including, without limitation, acceleration of
the Advances by the Bank pursuant to this Note or the Related Documents; or


B.            Any
failure by the Borrower to borrow or renew a LIBOR Rate Advance on the date
specified in the relevant notice from the Borrower to the Bank.


Additional Costs.  If any applicable domestic or foreign law,
treaty, government rule or regulation now or later in effect (whether or not it
now applies to the Bank) or the interpretation or administration thereof by a
governmental authority charged with such interpretation or administration, or
compliance by the Bank with any guideline, request or directive of such an
authority (whether or not having the force of law), shall (a) affect the basis
of taxation of payments to the Bank of any amounts payable by the Borrower
under this Note or the Related Documents (other than taxes imposed on the
overall net income of the Bank by the jurisdiction or by any political subdivision
or taxing authority of the jurisdiction in which the Bank has its principal
office), or (b) impose, modify or deem applicable any reserve, special deposit
or similar requirement against assets of, deposits with or for the account of,
or credit extended by the Bank, or (c) impose any other condition with respect
to this Note or the Related Documents and the result of any of the foregoing is
to increase the cost to the Bank of maintaining any LIBOR Rate Advance or to
reduce the amount of any sum receivable by the Bank on such an Advance, or (d)
affect the amount of capital required or expected to be maintained by the Bank
(or any corporation controlling the Bank) and the Bank determines that the
amount of such capital is increased by or based upon the existence of the Bank’s
obligations under this Note or the Related Documents and the increase has the
effect of reducing the rate of return on the Bank’s



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(or its controlling corporation’s) capital as a
consequence of the obligations under this Note or the Related Documents to a
level below that which the Bank (or its controlling corporation) could have
achieved but for such circumstances (taking into consideration its policies
with respect to capital adequacy) by an amount deemed by the Bank to be material,
then the Borrower shall pay to the Bank, from time to time, upon request by the
Bank, additional amounts sufficient to compensate the Bank for the increased
cost or reduced sum receivable. Whenever the Bank shall learn of circumstances
described in this section which are likely to result in additional costs to the
Borrower, the Bank shall give prompt written notice to the Borrower of the
basis for and the estimated amount of any such anticipated additional costs. A
statement as to the amount of the increased cost or reduced sum receivable,
prepared in good faith and in reasonable detail by the Bank and submitted by
the Bank to the Borrower, shall be conclusive and binding for all purposes
absent manifest error in computation.


Illegality.  If any applicable domestic or foreign law,
treaty, rule or regulation now or later in effect (whether or not it now
applies to the Bank) or the interpretation or administration thereof by a
governmental authority charged with such interpretation or administration, or
compliance by the Bank with any guideline, request or directive of such an
authority (whether or not having the force of law), shall make it unlawful or
impossible for the Bank to maintain or fund the LIBOR Rate Advances, then, upon
notice to the Borrower by the Bank, the outstanding principal amount of the
LIBOR Rate Advances, together with accrued interest and any other amounts
payable to the Bank under this Note or the Related Documents on account of the
LIBOR Rate Advances shall be repaid (a) immediately upon the Bank’s demand if
such change or compliance with such requests, in the Bank’s judgment, requires
immediate repayment, or (b) at the expiration of the last Interest Period to
expire before the effective date of any such change or request provided, however,
that subject to the terms and conditions of this Note and the Related Documents
the Borrower shall be entitled to simultaneously replace the entire outstanding
balance of any LIBOR Rate Advance repaid in accordance with this section with a
Prime Rate Advance in the same amount.


Inability to Determine Interest Rate.  If the Bank determines that (a) quotations of
interest rates for the relevant deposits referred to in the definition of
Adjusted LIBOR Rate are not being provided in the relevant amounts or for the
relevant maturities for purposes of determining the interest rate on a LIBOR
Rate Advance as provided in this Note, or (b) the relevant interest rates
referred to in the definition of Adjusted LIBOR Rate do not accurately cover
the cost to the Bank of making or maintaining LIBOR Rate Advances, then the
Bank shall forthwith give notice of such circumstances to the Borrower,
whereupon (i) the obligation of the Bank to make LIBOR Rate Advances shall be
suspended until the Bank notifies the Borrower that the circumstances giving
rise to the suspension no longer exists, and (ii) the Borrower shall repay in
full the then outstanding principal amount of each LIBOR Rate Advance, together
with accrued interest, on the last day of the then current Interest Period
applicable to the Advance, provided, however, that, subject to the terms and
conditions of this Note and the Related Documents, the Borrower shall be
entitled to simultaneously replace the entire outstanding balance of any LIBOR
Rate Advance repaid in accordance with this section with a Prime Rate Advance
in the same amount.


Obligations Due on Non-Business Day.  Whenever any payment under this Note becomes
due and payable on a day that is not a Business Day, if no default then exists
under this Note, the maturity of the payment shall be extended to the next
succeeding Business Day, except, in the case of a LIBOR Rate Advance, if the
result of the extension would be to extend the payment into another calendar
month, the payment must be made on the immediately preceding Business Day.


Matters Regarding Payment.  The Borrower will pay the Bank at the Bank’s
address shown above or at such other place as the Bank may designate. Payments
shall be allocated among principal, interest and fees at the discretion of the
Bank unless otherwise agreed or required by applicable law. Acceptance by the
Bank of any payment which is less than the payment due at the time shall not
constitute a waiver of the Bank’s right to receive payment in full at that time
or any other time.


Authorization for Direct Payments (ACH Debits).  To effectuate any payment due under this
Note, the Borrower hereby authorizes the Bank to initiate debit entries to
Account Number _________________________________ at the Bank and to debit the
same to such account. This authorization to initiate debit entries shall remain
in full force and effect until the Bank has received written notification of
its termination in such time and in such manner as to afford the Bank a
reasonable opportunity to act on it. The Borrower represents that the Borrower
is and will be the owner of all funds in such account. The Borrower
acknowledges (1) that such debit entries may cause an overdraft of such account
which may result in the Bank’s refusal to honor items drawn on such account
until adequate



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deposits are made to such account; (2) that the Bank
is under no duty or obligation to initiate any debit entry for any purpose; and
(3) that if a debit is not made because the above-referenced account does not
have a sufficient available balance, or otherwise, the payment may be late or
past due.


Purpose of Loan.  The Borrower acknowledges and agrees that
this Note evidences a loan for a business, commercial, agricultural or similar
commercial enterprise purpose, and that all advances made under this Note shall
not be used for any personal, family or household purpose.  The proceeds of the loan shall be used only
for the Borrower’s working capital purposes.


Credit Facility. The Bank has
approved a credit facility to the Borrower in a principal amount not to exceed
the face amount of this Note. The credit facility is in the form of advances
made from time to time by the Bank to the Borrower. This Note evidences the
Borrower’s obligation to repay those advances. The aggregate principal amount
of debt evidenced by this Note is the amount reflected from time to time in the
records of the Bank. Until the earliest of maturity, the occurrence of any
default, or the occurrence of any event that would constitute a default but for
the giving of notice or the lapse of time or both until the end of any grace or
cure period, the Borrower may borrow, pay down and reborrow under this Note
subject to the terms of the Related Documents.


Usury.  The Bank does not intend to charge, collect
or receive any interest that would exceed the maximum rate allowed by law. If
the effect of any applicable law is to render usurious any amount called for
under this Note or the other Related Documents, or if any amount is charged or
received with respect to this Note, or if any prepayment by the Borrower
results in the Borrower having paid any interest in excess of that permitted by
law, then all excess amounts collected by the Bank shall be credited on the
principal balance of this Note (or, if this Note and all other indebtedness
arising under or pursuant to the other Related Documents have been paid in
full, refunded to the Borrower), and the provisions of this Note and the other
Related Documents immediately shall be deemed reformed and the amounts
thereafter collectable reduced, without the necessity of the execution of any
new document, so as to comply with the then applicable law. All sums paid, or
agreed to be paid, by the Borrower for the use, forbearance, or detention of
money under this Note or the other Related Documents shall, to the maximum
extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full term of such indebtedness until payment in full so
that the rate or amount of interest on account of such indebtedness does not
exceed the usury ceiling from time to time in effect and applicable to such
indebtedness for so long as such indebtedness is outstanding. To the extent
federal law permits the Bank to contract for, charge or receive a greater
amount of interest, the Bank will rely on federal law instead of the Texas
Finance Code. In no event shall Chapter 346 of the Texas Finance Code apply to
this Note. To the extent that Chapter 303 of the Texas Finance Code is
applicable to this Note, the “weekly ceiling” specified in Chapter 303 is the
applicable ceiling.


Miscellaneous.  This Note binds the Borrower and its
successors, and benefits the Bank, its successors and assigns. Any reference to
the Bank includes any holder of this Note. This Note is issued pursuant and entitled
to the benefits of that certain Credit Agreement by and between the Borrower
and the Bank, dated August 15, 2007, and all replacements thereof (the “Credit
Agreement”) to which reference is hereby made for a more complete statement of
the terms and conditions under which the loan evidenced hereby is made and is
to be repaid. The terms and provisions of the Credit Agreement are hereby
incorporated and made a part hereof by this reference thereto with the same
force and effect as if set forth at length herein. No reference to the Credit
Agreement and no provisions of this Note or the Credit Agreement shall alter or
impair the absolute and unconditional obligation of the Borrower to pay the
principal and interest on this Note as herein prescribed. Capitalized terms not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.


THIS NOTE AND THE OTHER RELATED
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.


THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.



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  Borrower:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  3200 Belmeade Drive, Suite 100

  	
   

  	
  Heeling Sports Limited

  
	
   

  	
   

  	
  Carrollton, TX 75006

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Heeling Management Corp.,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Michael W. Hessong

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Michael W. Hessong

  	
   

  	
  CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Printed Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date Signed:

  	
  9/24/07

  
													



 


The Bank is
executing this Note for the purpose of acknowledging and agreeing to the notice
given under §26.02 of the Texas Business and Commerce Code and the Bank’s
failure to execute or authenticate this Note will not invalidate this Note.


	
  Bank:

  
	
   

  
	
  JPMorgan Chase Bank, N.A.

  
	
   

  
	
  By:

  	
   

  	
  /s/ J. Peevey

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J. Peevey

  	
   

  	
  9/25/07

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name

  	
   

  	
  Title

  	
   

  	
   

  



 



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