Exhibit 10.3


	
  CHASE

  	
  Negative
  Pledge Agreement

  



 


Dated as of
September 19, 2007


FOR VALUABLE
CONSIDERATION, the undersigned, Heeling Sports Limited (the “Pledgor”), agrees
and pledges to JPMorgan Chase Bank, N.A., whose address is 1717 Main Street,
Dallas, TX 75201 (the “Bank”), its successors and assigns, that from the date
of this agreement until the “Liabilities” are paid in full, the Pledgor will
not, without the express written consent of the Bank, which consent shall be at
the sole discretion of the Bank, create or permit to exist any mortgage, deed
of trust, lien, assignment, pledge, title retention lien, or other encumbrance
or security interest with respect to Accounts Receivables and Inventory (the “Property”),
except liens (i) securing indebtedness to the Bank, and (ii) of current taxes
not delinquent or as security for taxes being contested in good faith, or in
connection with worker’s compensation insurance, unemployment insurance, or of
mechanics and material men for sums not due or sums being contested in good
faith for which adequate funds have been reserved.


Borrower.  The term “Borrower” in this agreement means
each and all of the following: Heeling Sports Limited.


Liabilities.  The term “Liabilities” in this agreement means
all debts, obligations, indebtedness and liabilities of every kind and
character of the Borrower whether individual, joint and several, contingent or
otherwise, now or hereafter existing in favor of the Bank including without
limitation, all liabilities, interest, costs and fees, arising under or from
any note, open account, overdraft, credit card, lease, Rate Management
Transaction, letter of credit application, endorsement, surety agreement,
guaranty, acceptance, foreign exchange contract or depository service contract,
whether payable to the Bank or to a third party and subsequently acquired by
the Bank, any monetary obligations (including interest) incurred or accrued
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceedings, regardless of whether allowed or allowable in such proceeding, and
all renewals, extensions, modifications, consolidations, rearrangements,
restatements, replacements or substitutions of any of the foregoing. The term “Rate
Management Transaction” in this agreement means any transaction (including an
agreement with respect thereto) that is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
forward transaction, currency swap transaction, cross-currency rate swap
transaction, currency option, derivative transaction or any other similar transaction
(including any option with respect to any of these transactions) or any
combination thereof, whether linked to one or more interest rates, foreign
currencies, commodity prices, equity prices or other financial measures.


The Pledgor
covenants, represents and warrants to the Bank that the following statements
are and will remain true until this agreement is terminated and the Liabilities
are paid in full: (a) the Pledgor has disclosed to the Bank in writing any
location(s) where the Property may be located; (b) the Property is free and
clear of all encumbrances, liens, pledges, assignments, mortgages, deeds of
trusts and security interests, and the Pledgor has not executed or recorded, or
permitted others to execute or record, any security documents or financing
statements or similar records relating to any of the Property (except, if
applicable, to the Bank); and (c) all of the Property is titled in the Pledgor’s
legal name.


If the Pledgor
defaults in the performance of any agreement set forth herein, the Bank may
declare the Liabilities (notwithstanding any provision thereof) immediately due
and payable, without demand, notice of intent to accelerate or notice of any
kind.


No delay on the
part of the Bank in the exercise of any power or right shall operate as a
waiver thereof, nor shall any single or partial exercise of any power or right
preclude other or further exercise thereof, or the exercise of any other power
or right.


Any notices and
demands under or related to this document shall be in writing and delivered to
the intended party at its address stated herein, and if to the Bank, at its
main office if no other address of the Bank is specified herein, by one of the
following means: (a) by hand, (b) by a nationally recognized overnight courier
service, or (c) by certified mail, postage prepaid, with return receipt
requested. Notice shall be deemed given: (a) upon receipt if delivered by hand,
(b) on the Delivery Day after the day of deposit with a nationally recognized
courier service, or (c) on the third Delivery Day after the notice is deposited
in the mail. “Delivery Day” means a day other than a Saturday, a Sunday, or any
other day on which national banking associations are authorized to be closed.
Any party may change its












address for
purposes of the receipt of notices and demands by giving notice of such change
in the manner provided in this provision.


Governing
Law and Venue.  This
agreement shall be governed by and construed in accordance with the laws of the
State of Texas (without giving effect to its laws of conflicts). The Pledgor
agrees that any legal action or proceeding with respect to any of its
obligations under this agreement may be brought by the Bank in any state or
federal court located in the State of Texas, as the Bank in its sole discretion
may elect. By the execution and delivery of this agreement, the Pledgor submits
to and accepts, for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of those courts. The Pledgor
waives any claim that the State of Texas is not a convenient forum or the
proper venue for any such suit, action or proceeding.


WAIVER OF
SPECIAL DAMAGES.  THE
PLEDGOR  WAIVES, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT THE UNDERSIGNED MAY HAVE TO CLAIM OR RECOVER FROM
THE BANK IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES.


JURY
WAIVER.  THE PLEDGOR
AND THE BANK (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN
OR AMONG THE PLEDGOR AND THE BANK ARISING OUT OF OR IN ANY WAY RELATED TO THIS
DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO PROVIDE THE
FINANCING DESCRIBED HEREIN.


This agreement
shall be binding on the Pledgor and its successors and assigns, and shall inure
to the benefit of the Bank and its successors and assigns.


THIS
AGREEMENT REPRESENTS THE FINAL AGREEMENT OF 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.


	
  

  	
   

  	
  Pledgor:

  
	
   

  	
   

  	
   

  
	
  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

  
	
  Fax/Telex No.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date Signed:

  	
   

  	
  9/24/07

  
															



 


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


	
  Bank:

  
	
   

  
	
  JPMorgan Chase Bank N.A.

  
	
   

  
	
  By:

  	
   

  	
  /s/ J. Peevey

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J. Peevey

  	
   

  	
  9/25/07

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name

  	
   

  	
  Title

  	
   

  	
   

  	
   

  	
   

  



 



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