Exhibit 10.1

FIRST AMENDED AND RESTATED

CONSULTING AGREEMENT

This First Amended and Restated Consulting Agreement (“Agreement”), dated August 1, 2007 (but effective as of January 1, 2007), 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.

WHEREAS, Company has manufactured certain products; and

WHEREAS, Company and BTS have previously entered into that certain Consulting Agreement dated as of September 30, 2006 (the “Prior Agreement”), pursuant to which Company appointed BTS, and BTS agreed to act, as Company’s non-exclusive sourcing consultant for sourced product in South Korea, China and Indonesia (the “Territory”); and

WHEREAS, Company and BTS desire to amend and restate the Prior Agreement to reflect the changes set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, the parties agree as follows:

Scope of BTS’ Services .   During the term of this Agreement, BTS represents, covenants and agrees as follows:

·                   BTS will at all times act in the best interests of Company.

·                   BTS will consistently monitor the manufacturing facilities to ensure that they deliver product that meets the quality standards as established by Company.

·                   BTS will consistently monitor the manufacturing facilities to ensure that they deliver product within the required time frame.

·                   BTS will use its best efforts to negotiate target FOB prices in line with Company’s established profit margin goals.

·                   BTS will recommend and “qualify” for Company suitable manufacturing facilities for production of Company’s finished goods (at the present time that includes shoes with wheels but may be expanded in the future to include other types of footwear and/or accessories).

·                   BTS will check and verify that the factory’s abilities are suitable for Company’s quality, price and delivery requirements and that the manufacturer complies with all applicable laws and treat their workers humanely and ethically.

·                   BTS will ensure that the manufacturers do not use forced, prison or child labor.

·                   BTS will ensure that the manufacturers provide safe and healthy working conditions, adequate fire exits and safety equipment, well lighted and comfortable work stations and clean restrooms.

·                   BTS will inspect raw materials and components to assure specified and quality-tested raw materials and components are being utilized in production,

·                   BTS will inspect and assure that finished product is shipped to the specifications and quality standards established by Company.

·                   BTS will negotiate prices on behalf of Company with factory to assure best possible prices are being paid.

·                   BTS will provide written summaries of price negotiations with factories including detailed itemized cost break down sheets.

·                   BTS will provide Company with written test results of all quality tests conducted on raw materials, components and finished goods on a regular basis.

·                   BTS will provide technical support in developing new product and “commercializing” (developing lateral sizes assuring consistent fit and quality throughout size range) approved product.

·                   BTS will provide Company with weekly production status reports.

·                   BTS will provide logistical expertise in moving goods from factory to port of embarkation.

·                   BTS will provide necessary US Customs and exporting country documentation for shipping and Customs clearance.

·                   BTS will assist in settling any dispute with manufacturing facilities.

·                   BTS will, on behalf of itself and its Affiliates and partners in the Territory, maintain all of Company’s products, technologies, designs, prices, customer information and processes in confidence.

·                   BTS will provide Company with any information that it becomes aware of (through reasonable efforts) on required safety standards for Company products in the Territory.

·                   BTS will not, and will not permit any of its Affiliates, during the term of this Agreement and for a period of one year thereafter, solicit or engage for employment or consulting activities any person or entity that has acted as an employee or consultant of Company at any time during the term of this Agreement or during such one year period thereafter.

·                   BTS will not alter any Company product or any part or component contained therein without the prior written consent of Company.  BTS acknowledges that Company, in its sole discretion, may alter Company products or any part or component contained therein.

·                   BTS agrees that any and all inventions, improvements, modifications and know-how discovered or developed by BTS or its Affiliates, or any of their respective officers or employees, with respect to stealth skate shoes or any other Company product(s), their engineering, design or function during the term of this Agreement and thereafter; shall be immediately disclosed to Company, and all rights, title and interest therein shall exclusively belong to Company, and BTS, if requested by Company shall execute all documents reasonably requested by Company to vest in Company all such right, title and interest.

·                   During the term of this Agreement and for a period of 10 years after the expiration or termination of this Agreement, neither BTS nor any of its Affiliates shall, directly or indirectly, commence, render advice in connection with or otherwise encourage any action, suit or proceeding (whether in court or before any other person having or asserting jurisdiction with respect thereto), which challenges, or subjects to question or doubt, the validity, scope or effectiveness of any of Company’s intellectual property rights relating to any Company product.

·                   BTS will assist Company in securing any patent or intellectual property rights protection in the Territory, which is deemed by Company to be desirable or appropriate.  However, BTS shall not be obligated to incur any costs on behalf of Company in providing such assistance, and any costs arising in securing any patent or intellectual property rights protection in the Territory, including any costs incurred in connection with BTS’ assistance therein, shall be the sole responsibility of Company.

·                   BTS will provide Company with new materials, new manufacturing processes and new components on a regular basis for Company’s new product development consideration.

·                   BTS will work with factories and samples rooms to provide new prototype samples, based on Company’s requested design, for Company’s consideration.

·                   BTS will pay directly all expenses associated with one Company employee that is assigned by Company to live and work in China or such other country in the Territory as the Company may reasonably direct.  Such expenses will include, by way of example and not limitation, an ex-pat premium, a housing allowance, an allowance for family airfare, a school allowance, a car and driver allowance, office expenses, travel expenses, provision

                        for local income taxes relating to such employee, etc., all as reasonably determined by Company. Company estimates that all such expenses will be approximately $200,000 for calendar year 2007. Company will pay all salary and benefits for such Company employee.

·                   BTS and Company will agree on the addition of any new BTS staff to support expanded needs inside the Territory or any other new countries producing HEELYS-wheeled footwear.

Molds/Tooling and Production .

·                   Company will pay for production goods via wire transfer once production is on board and ready for shipment.

·                   Factories are expected to ship product within the required delivery window—which is typically 60 days of product lead-time. Factories shipping more than 10 days past the delivery window will be required to pay airfreight to expedite delivery.

·                   All molds and specialized tooling are the property of Company at all times.

·                   Cost of all molds and specialized tooling will be amortized into the cost of goods. BTS will maintain an amortization schedule so that once the cost of molds and tooling is paid in full for a given model the FOB price will be reduced to a cost free of molds and tooling.

·                   Company may choose to pay off balance of un-amortized molds and specialized tooling at any time and take possession of such molds and tooling.

·                   Company is required to pay off balance of un-amortized molds and tooling within 90 days after production of a given model is discontinued.

·                   Factory will be charged back for all defective returned product or product that Company deems unsuitable quality to ship to customers.

Sample Payment Terms .

·                   BTS will secure and provide to Company development samples free of charge.

·                   BTS will provide Company with three pairs of sales samples per style free of charge.

·                   Negotiated and confirmed FOB prices will be paid for all additional sales samples.

·                   Negotiated and confirmed FOB prices will be paid for all quality and field test samples that exceed “normal” testing quantities.

·                   Company is required to pay shipping charges for all deliveries of production goods, sales samples, testing samples and prototype samples.

Payment to BTS .

·                   Company will pay BTS a commission-based fee of the FOB cost of the Company products sourced by BTS.

·                   The commission for HEELYS-wheeled footwear and aftermarket replacement parts sourced by BTS for each calendar year will be:

o                  3% of the Company&