Chase Negative Pledge Agreement

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 worker92s 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 o ...