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The Terms And Provisions Of That Certain Subordination Agreement - BOLLINGER INDUSTRIES INC - 6-29-2001

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The Terms And Provisions Of That Certain Subordination Agreement - BOLLINGER INDUSTRIES INC - 6-29-2001 Powered By Docstoc
					EXHIBIT 10.70 THIS UNSECURED NOTE, AND PAYMENT AND ENFORCEMENT HEREOF, IS SUBJECT TO THE TERMS AND PROVISIONS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED APRIL ______, 2001 BETWEEN THE FROST NATIONAL BANK, A NATIONAL BANKING ASSOCIATION DOING BUSINESS AS FROST CAPITAL GROUP AND DELL BOLLINGER AND ACKNOWLEDGED BY BOLLINGER INDUSTRIES, INC., BOLLINGER OPERATING CORP., BOLLINGER HOLDING CORP., NBF, INC., C.G. PRODUCTS, INC., AND BOLLINGER INDUSTRIES, L.P., AS SUCH SUBORDINATION AGREEMENT MAY BE AMENDED FROM TIME TO TIME. UNSECURED NOTE DATE: __________________, 2001 MAKER: Bollinger Industries, Inc. MAKER'S MAILING ADDRESS (INCLUDING COUNTY): 602 Fountain Parkway Tarrant County, Texas Grand Prairie, Texas 75050 PAYEE: Dell Bollinger PLACE FOR PAYMENT (INCLUDING COUNTY): 217 Chapelwood Drive Tarrant County, Texas Colleyville, Texas 76034 PRINCIPAL AMOUNT: $100,000.00 ANNUAL INTEREST RATE ON UNPAID PRINCIPAL FROM DATE: $5,000 per calendar month, pro-rated on a daily basis for partial months TERMS OF PAYMENT (PRINCIPAL AND INTEREST): Interest is payable on or before the first day of each month during the term of this note, with the first payment due May 1, 2001. The principal amount of this note, and any unpaid interest thereon, shall be paid in full on October 1, 2001; provided, however, the due date for this note shall be accelerated in the event of a Change in Control of Maker. An early prepayment of this note may be made without penalty. A "Change in Control" means: (1) the acquisition of beneficial ownership within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Beneficial Ownership"), of an aggregate of more than fifty percent (50%) of the voting power of Maker's outstanding voting securities by any person or group (as such term is used in Rule 13d-5 under such Act) whose Beneficial Ownership is less than ten percent

(10%) of the voting power of Maker's outstanding voting securities on the date hereof; or (2) a sale or other disposition of substantially all of the assets of Maker or substantially all of the operating assets of Bollinger Industries L.P. Maker promises to pay to the order of Payee at the place for payment and according to the terms of payment the principal amount plus interest at the rates stated above. All unpaid amounts shall be due by the final scheduled payment date. If Maker defaults in the payment of this note, and the default continues after Payee gives Maker notice of the default and the time within which it must be cured, as may be required by law or by written agreement, then Payee may declare the unpaid principal balance and earned interest on this note immediately due. Maker and

(10%) of the voting power of Maker's outstanding voting securities on the date hereof; or (2) a sale or other disposition of substantially all of the assets of Maker or substantially all of the operating assets of Bollinger Industries L.P. Maker promises to pay to the order of Payee at the place for payment and according to the terms of payment the principal amount plus interest at the rates stated above. All unpaid amounts shall be due by the final scheduled payment date. If Maker defaults in the payment of this note, and the default continues after Payee gives Maker notice of the default and the time within which it must be cured, as may be required by law or by written agreement, then Payee may declare the unpaid principal balance and earned interest on this note immediately due. Maker and each surety, endorser, and guarantor waive all demands for payment, presentations for payment, notices of intention to accelerate maturity, notices of acceleration of maturity, protests, and notices of protest, to the extent permitted by law. If this note is given to an attorney for collection, or if suit is brought for collection, or if it is collected through probate, bankruptcy, or other judicial proceeding, then Maker shall pay Payee all costs of collection, including reasonable attorney's fees and court costs, in addition to other amounts due. Each Maker is responsible for all obligations represented by this note. Bollinger Industries, Inc. By: Glenn Bollinger, CEO -2-

EXHIBIT 10.71
SUNTRUST BANK ATLANTA, as Trustee for SUNTRUST RETIREMENT SUNBELT EQUITY FUND, and STI CLASSIC FUNDS, for STI CLASSIC SMALL CAP GROWTH STOCK FUND, Plaintiffs, -againstBOLLINGER INDUSTRIES, INC., GLENN D. BOLLINGER, BOBBY D. BOLLINGER, CURTIS D. LOGAN, JOHN MAGUIRE, MICHAEL J. BECK and GRANT THORNTON, L.L.P., Defendants. -------------------------------------------------STI CLASSIC FUND and STI CLASSIC SMALL CAP GROWTH STOCK FUND, on behalf of themselves and all persons similarly situated, Plaintiffs, -againstBOLLINGER INDUSTRIES, INC., GLENN D. BOLLINGER, BOBBY D. BOLLINGER and MICHAEL J. BECK, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

IN THE DISTRICT COURT 191ST JUDICIAL DISTRICT COURT DALLAS COUNTY, TEXAS CAUSE NO. 96-02952-C-68

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

Civil Action No. 3-96-C-V-0823-L

EXHIBIT 10.71
SUNTRUST BANK ATLANTA, as Trustee for SUNTRUST RETIREMENT SUNBELT EQUITY FUND, and STI CLASSIC FUNDS, for STI CLASSIC SMALL CAP GROWTH STOCK FUND, Plaintiffs, -againstBOLLINGER INDUSTRIES, INC., GLENN D. BOLLINGER, BOBBY D. BOLLINGER, CURTIS D. LOGAN, JOHN MAGUIRE, MICHAEL J. BECK and GRANT THORNTON, L.L.P., Defendants. -------------------------------------------------STI CLASSIC FUND and STI CLASSIC SMALL CAP GROWTH STOCK FUND, on behalf of themselves and all persons similarly situated, Plaintiffs, -againstBOLLINGER INDUSTRIES, INC., GLENN D. BOLLINGER, BOBBY D. BOLLINGER and MICHAEL J. BECK, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

IN THE DISTRICT COURT 191ST JUDICIAL DISTRICT COURT DALLAS COUNTY, TEXAS CAUSE NO. 96-02952-C-68

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

Civil Action No. 3-96-C-V-0823-L

STIPULATION OF SETTLEMENT
) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

SUNTRUST BANK ATLANTA, as Trustee for SUNTRUST RETIREMENT SUNBELT EQUITY FUND, and STI CLASSIC FUNDS, for STI CLASSIC SUNBELT EQUITY FUND, Plaintiffs, -againstBOLLINGER INDUSTRIES, INC., GLENN D. BOLLINGER, BOBBY D. BOLLINGER, CURTIS D. LOGAN, JOHN MAGUIRE, MICHAEL J. BECK and GRANT THORNTON, L.L.P., Defendants.

IN THE DISTRICT COURT

191ST JUDICIAL DISTRICT COURT DALLAS COUNTY, TEXAS CAUSE NO. 96-02952-C-68

-------------------------------------------------STI CLASSIC FUND and STI CLASSIC SUNBELT EQUITY FUND, on behalf of themselves and all persons similarly situated, Plaintiffs, -againstBOLLINGER INDUSTRIES, INC., GLENN D. BOLLINGER, BOBBY D. BOLLINGER and MICHAEL J. BECK, Defendants.

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

Civil Action No. 3-96-C-V-0823-L

STIPULATION OF SETTLEMENT
) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

SUNTRUST BANK ATLANTA, as Trustee for SUNTRUST RETIREMENT SUNBELT EQUITY FUND, and STI CLASSIC FUNDS, for STI CLASSIC SUNBELT EQUITY FUND, Plaintiffs, -againstBOLLINGER INDUSTRIES, INC., GLENN D. BOLLINGER, BOBBY D. BOLLINGER, CURTIS D. LOGAN, JOHN MAGUIRE, MICHAEL J. BECK and GRANT THORNTON, L.L.P., Defendants.

IN THE DISTRICT COURT

191ST JUDICIAL DISTRICT COURT DALLAS COUNTY, TEXAS CAUSE NO. 96-02952-C-68

-------------------------------------------------STI CLASSIC FUND and STI CLASSIC SUNBELT EQUITY FUND, on behalf of themselves and all persons similarly situated, Plaintiffs, -againstBOLLINGER INDUSTRIES, INC., GLENN D. BOLLINGER, BOBBY D. BOLLINGER and MICHAEL J. BECK, Defendants.

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

Civil Action No. 3-96-C-V-0823-L

-1-

STIPULATION OF SETTLEMENT This Stipulation of Settlement (the "Settlement Stipulation") is entered into by and among the undersigned counsel representing the plaintiffs and the "Bollinger Defendants" (defined below).(1) WHEREAS: A. In March 1996, an action was commenced by Plaintiff SunTrust Bank Atlanta, as Trustee for the SunTrust Retirement Sunbelt Equity Fund against Bollinger Industries, Inc. ("Bollinger" or the "Company"), Glenn D. Bollinger ("G. Bollinger"), Bobby D. Bollinger ("B. Bollinger"), John Maguire, Curtis D. Logan ("Logan"), Michael J. Beck ("Beck"), William Blair & Company ("Blair"), Rauscher Pierce Refsnes, Inc. ("Rauscher"), LLP (2), and Grant Thornton, L.L.P. ("Grant Thornton" or the "Non-Settling Defendant") in the District Court for the 68th Judicial District, Dallas County, Texas (the "State Action"). Plaintiffs' Fourth Amended Petition had joined STI Classic Funds for STI Classic Sunbelt Equity Fund as an additional plaintiff in the State Action and named the afore-referenced additional Underwriter Defendants. Plaintiffs' Fifth Amended Petition substituted STI Classic Small Cap Growth Stock Fund ("Small Cap Fund") for STI Classic Sunbelt Equity Fund ("Equity Fund"), alleging that STI Classic Funds had merged the Equity Fund into the Small Cap Fund and, prior thereto, had caused the Equity Fund to assign its claims to the Small Cap Fund. Plaintiffs commenced the State Action as a class action pursuant to Rule 42 of the Texas Rules of Civil Procedure. On July 28, 1999, Judge Haynes certified a class consisting of all persons who purchased shares of common stock of Bollinger, issued pursuant to a Form S-1 Registration Statement initially filed with the Securities (1) The "Bollinger Defendants" or "Settling Defendants" shall include Bollinger Industries, Inc., Glenn D. Bollinger, Bobby D. Bollinger, John Maguire and Michael J. Beck.

STIPULATION OF SETTLEMENT This Stipulation of Settlement (the "Settlement Stipulation") is entered into by and among the undersigned counsel representing the plaintiffs and the "Bollinger Defendants" (defined below).(1) WHEREAS: A. In March 1996, an action was commenced by Plaintiff SunTrust Bank Atlanta, as Trustee for the SunTrust Retirement Sunbelt Equity Fund against Bollinger Industries, Inc. ("Bollinger" or the "Company"), Glenn D. Bollinger ("G. Bollinger"), Bobby D. Bollinger ("B. Bollinger"), John Maguire, Curtis D. Logan ("Logan"), Michael J. Beck ("Beck"), William Blair & Company ("Blair"), Rauscher Pierce Refsnes, Inc. ("Rauscher"), LLP (2), and Grant Thornton, L.L.P. ("Grant Thornton" or the "Non-Settling Defendant") in the District Court for the 68th Judicial District, Dallas County, Texas (the "State Action"). Plaintiffs' Fourth Amended Petition had joined STI Classic Funds for STI Classic Sunbelt Equity Fund as an additional plaintiff in the State Action and named the afore-referenced additional Underwriter Defendants. Plaintiffs' Fifth Amended Petition substituted STI Classic Small Cap Growth Stock Fund ("Small Cap Fund") for STI Classic Sunbelt Equity Fund ("Equity Fund"), alleging that STI Classic Funds had merged the Equity Fund into the Small Cap Fund and, prior thereto, had caused the Equity Fund to assign its claims to the Small Cap Fund. Plaintiffs commenced the State Action as a class action pursuant to Rule 42 of the Texas Rules of Civil Procedure. On July 28, 1999, Judge Haynes certified a class consisting of all persons who purchased shares of common stock of Bollinger, issued pursuant to a Form S-1 Registration Statement initially filed with the Securities (1) The "Bollinger Defendants" or "Settling Defendants" shall include Bollinger Industries, Inc., Glenn D. Bollinger, Bobby D. Bollinger, John Maguire and Michael J. Beck. (2) Blair and Rauscher are, together with certain additional defendants who were joined in the State Action in April 1998, collectively referred to as the Underwriter Defendants. -2-

and Exchange Commission by Bollinger on September 30, 1993, and amended thereafter, between November 17, 1993 and June 26, 1995 (the "State Class"). Excluded from the State Class are (a) all persons and entities named as defendants, whether or not such persons or entities have been or will be dismissed from this action pursuant to a settlement or compromise or (b) members of the immediate family of any of the foregoing persons, (c) any person, firm, trust, corporation, officer, director or other individual or entity in which any excluded person has a controlling interest or which is related to or affiliated with any excluded person, and (d) the legal representatives, heirs, successors-in-interest or assigns of any excluded person. The class certification Order was appealed by the Bollinger Defendants, and this appeal is pending. Notice of pendency of the State Action was issued to the State Class both by mail and publication, beginning August 4, 1999. The Underwriter Defendants were dismissed from the State Action pursuant to a prior settlement approved by Judge Gary Hall by Order dated February 26, 1999, pursuant to which the Underwriter Defendants paid the State Class $1.5 million. Logan was subsequently dismissed from the State Action, with prejudice and without costs. B. Another securities class action relating to Bollinger was also commenced in March 1996 in the United States District Court for the Northern District of Texas, entitled STI Classic Fund, et. al., v. Bollinger Industries, Inc. et. al., Civ. No. 3:96C-V-0823-L (the "Federal Action"). The action was brought by STI Classic Fund and STI Classic Sunbelt Equity Fund against Bollinger, G. Bollinger, B. Bollinger, Logan and Beck. Logan was dismissed from the Federal Action during discovery, with prejudice and without costs. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, by Order dated August 17, 1998, Judge Buchmeyer certified a class of all persons or entities that purchased the common stock of Bollinger Industries, Inc. -3-

during the period from June 29, 1994 through June 26, 1995, inclusive (the "Federal Class")(3). Excluded from the Federal Class are the defendants in that action; directors, officers and representatives of Bollinger during the

and Exchange Commission by Bollinger on September 30, 1993, and amended thereafter, between November 17, 1993 and June 26, 1995 (the "State Class"). Excluded from the State Class are (a) all persons and entities named as defendants, whether or not such persons or entities have been or will be dismissed from this action pursuant to a settlement or compromise or (b) members of the immediate family of any of the foregoing persons, (c) any person, firm, trust, corporation, officer, director or other individual or entity in which any excluded person has a controlling interest or which is related to or affiliated with any excluded person, and (d) the legal representatives, heirs, successors-in-interest or assigns of any excluded person. The class certification Order was appealed by the Bollinger Defendants, and this appeal is pending. Notice of pendency of the State Action was issued to the State Class both by mail and publication, beginning August 4, 1999. The Underwriter Defendants were dismissed from the State Action pursuant to a prior settlement approved by Judge Gary Hall by Order dated February 26, 1999, pursuant to which the Underwriter Defendants paid the State Class $1.5 million. Logan was subsequently dismissed from the State Action, with prejudice and without costs. B. Another securities class action relating to Bollinger was also commenced in March 1996 in the United States District Court for the Northern District of Texas, entitled STI Classic Fund, et. al., v. Bollinger Industries, Inc. et. al., Civ. No. 3:96C-V-0823-L (the "Federal Action"). The action was brought by STI Classic Fund and STI Classic Sunbelt Equity Fund against Bollinger, G. Bollinger, B. Bollinger, Logan and Beck. Logan was dismissed from the Federal Action during discovery, with prejudice and without costs. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, by Order dated August 17, 1998, Judge Buchmeyer certified a class of all persons or entities that purchased the common stock of Bollinger Industries, Inc. -3-

during the period from June 29, 1994 through June 26, 1995, inclusive (the "Federal Class")(3). Excluded from the Federal Class are the defendants in that action; directors, officers and representatives of Bollinger during the Class Period; members of the individual defendants' immediate families; any person or entity in which any excluded person has or had a controlling interest or to which any excluded person is related; and the legal representatives, heirs, successors or assigns of any excluded person. Notice of the pendency of the Federal Action was issued to the "Federal Class" both by mail and publication, beginning August 26, 1998. By Order dated May 1, 2000, STI Classic Small Cap Growth Fund was substituted in the caption as a plaintiff in place of STI Classic Sunbelt Equity Fund. C. In the State Action, Plaintiffs' Fifth Amended Petition ("Petition") alleges that Bollinger's 1993 Registration Statement as amended, filed with the SEC in November 1993 (the "1993 Registration Statement") in connection with Bollinger's initial public offering (the "1993 IPO"), was materially false and misleading and omitted material facts relating to, among other things, lack of management integrity, unreliable or nonexistent internal controls, the existence of consignment agreements with, and liberal returns policies afforded to certain of Bollinger's major customers, and the manipulation of sales transactions through a related party. Plaintiffs further allege that they and members of the State Class were damaged as a result of the alleged misstatements and non-disclosures. In particular, Plaintiff allege that, as a result of defendants' allegedly false and misleading statements and/or omissions, among others, the offering price and the after-market price of Bollinger common stock were artificially inflated when Plaintiffs and class members purchased their shares. Plaintiffs seek damages under Sections 11, 12 (2) and 15 of the Securities Act of 1933 and certain provisions of Texas statutory and common law, on (3) The State Class and Federal Class together shall be referred to as the "Class". -4-

behalf of the State Class. The defendants deny liability and are vigorously contesting the allegations. D. In the Federal Action, Plaintiffs' Fourth Amended Complaint ("Complaint") alleges that, during the class period covered in the Federal Action, defendants in that action engaged in a number of fraudulent acts, including phony sales, forged shipping documents, the failure to timely record returns, and the improper recognition of revenue in violation of generally accepted accounting principles. Plaintiffs further allege that the purpose and effect of defendants' financial manipulation was to create a false and misleading image of Bollinger's continued growth in

during the period from June 29, 1994 through June 26, 1995, inclusive (the "Federal Class")(3). Excluded from the Federal Class are the defendants in that action; directors, officers and representatives of Bollinger during the Class Period; members of the individual defendants' immediate families; any person or entity in which any excluded person has or had a controlling interest or to which any excluded person is related; and the legal representatives, heirs, successors or assigns of any excluded person. Notice of the pendency of the Federal Action was issued to the "Federal Class" both by mail and publication, beginning August 26, 1998. By Order dated May 1, 2000, STI Classic Small Cap Growth Fund was substituted in the caption as a plaintiff in place of STI Classic Sunbelt Equity Fund. C. In the State Action, Plaintiffs' Fifth Amended Petition ("Petition") alleges that Bollinger's 1993 Registration Statement as amended, filed with the SEC in November 1993 (the "1993 Registration Statement") in connection with Bollinger's initial public offering (the "1993 IPO"), was materially false and misleading and omitted material facts relating to, among other things, lack of management integrity, unreliable or nonexistent internal controls, the existence of consignment agreements with, and liberal returns policies afforded to certain of Bollinger's major customers, and the manipulation of sales transactions through a related party. Plaintiffs further allege that they and members of the State Class were damaged as a result of the alleged misstatements and non-disclosures. In particular, Plaintiff allege that, as a result of defendants' allegedly false and misleading statements and/or omissions, among others, the offering price and the after-market price of Bollinger common stock were artificially inflated when Plaintiffs and class members purchased their shares. Plaintiffs seek damages under Sections 11, 12 (2) and 15 of the Securities Act of 1933 and certain provisions of Texas statutory and common law, on (3) The State Class and Federal Class together shall be referred to as the "Class". -4-

behalf of the State Class. The defendants deny liability and are vigorously contesting the allegations. D. In the Federal Action, Plaintiffs' Fourth Amended Complaint ("Complaint") alleges that, during the class period covered in the Federal Action, defendants in that action engaged in a number of fraudulent acts, including phony sales, forged shipping documents, the failure to timely record returns, and the improper recognition of revenue in violation of generally accepted accounting principles. Plaintiffs further allege that the purpose and effect of defendants' financial manipulation was to create a false and misleading image of Bollinger's continued growth in statements defendants issued to the investing public during the relevant period, thereby artificially inflating the price of Bollinger common stock and causing damage to plaintiffs and the other members of the Federal Class who overpaid for their stock. The Federal Action seeks to recover damages sustained by the members of the Federal Class as a result of defendants' alleged violations of Section 10(b) (the anti-fraud provision) and 20(a) (the control person provision) of the Securities Exchange Act of 1934 and the provisions of the Texas common law prohibiting fraud and negligent misrepresentation. Plaintiffs allege that the fraudulent scheme relating to the Federal Action commenced on June 29, 1994 with the issuance of Bollinger's 1994 year-end financial results. On November 12, 1996, the Court issued a decision denying, in large part, certain defendants' motion to dismiss the Action. The defendants in the Federal Action deny any wrongdoing and all liability with respect to the claims alleged in the Complaint and are vigorously contesting the claims. E. Plaintiffs, through their counsel, have made a thorough investigation into the facts and circumstances relevant to both the State Action and Federal Action (the "Actions"). In connection with that investigation, they have conducted substantial discovery (which was -5-

coordinated between the Actions), including (i) inspection of hundreds of thousands of pages of documents produced by party and non-party witnesses; (ii) conducting depositions of more than twenty witnesses; (iii) defending over twenty depositions of Plaintiffs' employees and advisors; (iv) conducting interviews with numerous witnesses; and (v) holding extensive consultations with experts. In addition, with the agreement of the Bollinger Defendants, Plaintiffs retained the services of a nationally recognized mediator, Carl D. Liggio, Esq. former general counsel for Ernst & Young. Mr. Liggio engaged in detailed analyses of Bollinger's financial position and

behalf of the State Class. The defendants deny liability and are vigorously contesting the allegations. D. In the Federal Action, Plaintiffs' Fourth Amended Complaint ("Complaint") alleges that, during the class period covered in the Federal Action, defendants in that action engaged in a number of fraudulent acts, including phony sales, forged shipping documents, the failure to timely record returns, and the improper recognition of revenue in violation of generally accepted accounting principles. Plaintiffs further allege that the purpose and effect of defendants' financial manipulation was to create a false and misleading image of Bollinger's continued growth in statements defendants issued to the investing public during the relevant period, thereby artificially inflating the price of Bollinger common stock and causing damage to plaintiffs and the other members of the Federal Class who overpaid for their stock. The Federal Action seeks to recover damages sustained by the members of the Federal Class as a result of defendants' alleged violations of Section 10(b) (the anti-fraud provision) and 20(a) (the control person provision) of the Securities Exchange Act of 1934 and the provisions of the Texas common law prohibiting fraud and negligent misrepresentation. Plaintiffs allege that the fraudulent scheme relating to the Federal Action commenced on June 29, 1994 with the issuance of Bollinger's 1994 year-end financial results. On November 12, 1996, the Court issued a decision denying, in large part, certain defendants' motion to dismiss the Action. The defendants in the Federal Action deny any wrongdoing and all liability with respect to the claims alleged in the Complaint and are vigorously contesting the claims. E. Plaintiffs, through their counsel, have made a thorough investigation into the facts and circumstances relevant to both the State Action and Federal Action (the "Actions"). In connection with that investigation, they have conducted substantial discovery (which was -5-

coordinated between the Actions), including (i) inspection of hundreds of thousands of pages of documents produced by party and non-party witnesses; (ii) conducting depositions of more than twenty witnesses; (iii) defending over twenty depositions of Plaintiffs' employees and advisors; (iv) conducting interviews with numerous witnesses; and (v) holding extensive consultations with experts. In addition, with the agreement of the Bollinger Defendants, Plaintiffs retained the services of a nationally recognized mediator, Carl D. Liggio, Esq. former general counsel for Ernst & Young. Mr. Liggio engaged in detailed analyses of Bollinger's financial position and ability to fund a settlement, spent many months reconciling the positions of the parties, assisted the parties in difficult discussions with Bollinger's asset-based lender, and, after an agreement on settlement terms in the summer of 1999 foundered on disagreements between Bollinger's lender and Plaintiffs, spent many more months restructuring the settlement, taking into consideration Bollinger's revised financial condition and maintaining and enhancing an opportunity for class members to participate in any potential improvement in that condition. Plaintiffs have considered the expense and length of time necessary to prosecute this action through trial, the uncertainties of the outcome of this complex litigation, the limited financial resources of the Settling Defendants and the substantial benefit provided by the proposed settlement. Based upon these considerations, Plaintiffs and their counsel have concluded that it is in the best interests of Plaintiffs and the Class to settle these Actions with respect to the Settling Defendants on the terms set forth herein. F. The Settling Defendants, while denying all wrongdoing as alleged by Plaintiffs in the Petition and Complaint or any wrongdoing whatsoever and denying any liability to Plaintiffs or the Class, and relying on the provisions of this Settlement Stipulation that the Settlement shall in no event be construed or deemed to be evidence, or an admission or a concession on the part -6-

of the Settling Defendants, of any fault or liability whatsoever, and without conceding any infirmity in the defenses they have asserted or intended to assert in the Actions, considers it desirable that these Actions be dismissed as to the Settling Defendants on the terms set forth herein in order to avoid further expense and protracted litigation. NOW, THEREFORE, IT IS STIPULATED AND AGREED, by and among plaintiffs and the Settling Defendants, by themselves and their undersigned counsel, subject to approval by each Court pursuant, respectively, to Rule 42(e) of the Texas Rules of Civil Procedure and Rule 23 (e) of the Federal Rules of Civil Procedure, that the Actions shall be settled and compromised with respect to the Settling Defendants, according

coordinated between the Actions), including (i) inspection of hundreds of thousands of pages of documents produced by party and non-party witnesses; (ii) conducting depositions of more than twenty witnesses; (iii) defending over twenty depositions of Plaintiffs' employees and advisors; (iv) conducting interviews with numerous witnesses; and (v) holding extensive consultations with experts. In addition, with the agreement of the Bollinger Defendants, Plaintiffs retained the services of a nationally recognized mediator, Carl D. Liggio, Esq. former general counsel for Ernst & Young. Mr. Liggio engaged in detailed analyses of Bollinger's financial position and ability to fund a settlement, spent many months reconciling the positions of the parties, assisted the parties in difficult discussions with Bollinger's asset-based lender, and, after an agreement on settlement terms in the summer of 1999 foundered on disagreements between Bollinger's lender and Plaintiffs, spent many more months restructuring the settlement, taking into consideration Bollinger's revised financial condition and maintaining and enhancing an opportunity for class members to participate in any potential improvement in that condition. Plaintiffs have considered the expense and length of time necessary to prosecute this action through trial, the uncertainties of the outcome of this complex litigation, the limited financial resources of the Settling Defendants and the substantial benefit provided by the proposed settlement. Based upon these considerations, Plaintiffs and their counsel have concluded that it is in the best interests of Plaintiffs and the Class to settle these Actions with respect to the Settling Defendants on the terms set forth herein. F. The Settling Defendants, while denying all wrongdoing as alleged by Plaintiffs in the Petition and Complaint or any wrongdoing whatsoever and denying any liability to Plaintiffs or the Class, and relying on the provisions of this Settlement Stipulation that the Settlement shall in no event be construed or deemed to be evidence, or an admission or a concession on the part -6-

of the Settling Defendants, of any fault or liability whatsoever, and without conceding any infirmity in the defenses they have asserted or intended to assert in the Actions, considers it desirable that these Actions be dismissed as to the Settling Defendants on the terms set forth herein in order to avoid further expense and protracted litigation. NOW, THEREFORE, IT IS STIPULATED AND AGREED, by and among plaintiffs and the Settling Defendants, by themselves and their undersigned counsel, subject to approval by each Court pursuant, respectively, to Rule 42(e) of the Texas Rules of Civil Procedure and Rule 23 (e) of the Federal Rules of Civil Procedure, that the Actions shall be settled and compromised with respect to the Settling Defendants, according to the following terms and conditions: 1. As used herein, the following capitalized terms shall have the following meanings: a. "Bollinger" means defendant Bollinger Industries, Inc. b. "Claimant" means any Class Member who files or has filed a Proof of Claim, as hereinafter defined, in such form, in such manner and within the time limitation as set forth in the Proof of Claim form. c. "Claims Administrator" means The Garden City Group, previously retained by Plaintiffs' counsel to distribute notice and review claims in accordance with the Plan of Distribution set forth in the prior settlement with the Underwriter Defendants. d. "Class Member" means any person or entity included within either or both the State and Federal Class. e. "Complaint" means the Fourth Amended Complaint filed in the Federal Action on or about August 26, 1998. -7-

f. "Costs of Administration" means all expenses incurred in connection with the administration of the Settlement of the Actions, including all fees and expenses of the Claims Administrator. g. "Costs of Notice" means all costs and expenses incurred in discharging the obligation to notify potential Class Members of the pending Actions against, and settlement with the Bollinger Defendants, either through direct mail

of the Settling Defendants, of any fault or liability whatsoever, and without conceding any infirmity in the defenses they have asserted or intended to assert in the Actions, considers it desirable that these Actions be dismissed as to the Settling Defendants on the terms set forth herein in order to avoid further expense and protracted litigation. NOW, THEREFORE, IT IS STIPULATED AND AGREED, by and among plaintiffs and the Settling Defendants, by themselves and their undersigned counsel, subject to approval by each Court pursuant, respectively, to Rule 42(e) of the Texas Rules of Civil Procedure and Rule 23 (e) of the Federal Rules of Civil Procedure, that the Actions shall be settled and compromised with respect to the Settling Defendants, according to the following terms and conditions: 1. As used herein, the following capitalized terms shall have the following meanings: a. "Bollinger" means defendant Bollinger Industries, Inc. b. "Claimant" means any Class Member who files or has filed a Proof of Claim, as hereinafter defined, in such form, in such manner and within the time limitation as set forth in the Proof of Claim form. c. "Claims Administrator" means The Garden City Group, previously retained by Plaintiffs' counsel to distribute notice and review claims in accordance with the Plan of Distribution set forth in the prior settlement with the Underwriter Defendants. d. "Class Member" means any person or entity included within either or both the State and Federal Class. e. "Complaint" means the Fourth Amended Complaint filed in the Federal Action on or about August 26, 1998. -7-

f. "Costs of Administration" means all expenses incurred in connection with the administration of the Settlement of the Actions, including all fees and expenses of the Claims Administrator. g. "Costs of Notice" means all costs and expenses incurred in discharging the obligation to notify potential Class Members of the pending Actions against, and settlement with the Bollinger Defendants, either through direct mail or publication, as required by either the State or Federal Court, but shall not include attorneys' fees or expenses incurred by plaintiffs or the Settling Defendants. h. "Effective Date" means the date by which all of the following have occurred: (1) a Notice Order, as defined in subparagraph (r) below, has been entered by each of the State and Federal Courts; (2) adequate proof of notice to each class has been submitted to the respective Courts; (3) the Settlement has been approved in all respects by both Courts; (4) an Order and Final Judgment as defined in subparagraph s below, has been entered by the respective Courts and not vacated or modified upon appeal or otherwise, unless any such modifications are agreed to by the Settling Defendants and Plaintiffs; (5) the Settling Defendants have not exercised the right to vacate this Settlement Stipulation under paragraph 5 hereto, upon the event described in that paragraph; (6) either (i) the time to appeal, or otherwise seek review of both Orders and Final Judgments has expired without any appeal having been taken or review sought, or (ii) if an appeal is taken or review sought, the expiration of five days after the -8-

final of any such appeal or review shall have been finally determined by the highest court before which appeal or review is sought and is not subject to further judicial review; and (7) the entry of a bar order or other procedural remedy, as described in paragraph 15 herein, by each of the State and Federal Courts. i. "Escrow" means an escrow account Lead Counsel shall identify in writing to counsel for the Settling Defendants prior to execution of this agreement for holding the Settlement Fund for Class Members prior to distribution in the

f. "Costs of Administration" means all expenses incurred in connection with the administration of the Settlement of the Actions, including all fees and expenses of the Claims Administrator. g. "Costs of Notice" means all costs and expenses incurred in discharging the obligation to notify potential Class Members of the pending Actions against, and settlement with the Bollinger Defendants, either through direct mail or publication, as required by either the State or Federal Court, but shall not include attorneys' fees or expenses incurred by plaintiffs or the Settling Defendants. h. "Effective Date" means the date by which all of the following have occurred: (1) a Notice Order, as defined in subparagraph (r) below, has been entered by each of the State and Federal Courts; (2) adequate proof of notice to each class has been submitted to the respective Courts; (3) the Settlement has been approved in all respects by both Courts; (4) an Order and Final Judgment as defined in subparagraph s below, has been entered by the respective Courts and not vacated or modified upon appeal or otherwise, unless any such modifications are agreed to by the Settling Defendants and Plaintiffs; (5) the Settling Defendants have not exercised the right to vacate this Settlement Stipulation under paragraph 5 hereto, upon the event described in that paragraph; (6) either (i) the time to appeal, or otherwise seek review of both Orders and Final Judgments has expired without any appeal having been taken or review sought, or (ii) if an appeal is taken or review sought, the expiration of five days after the -8-

final of any such appeal or review shall have been finally determined by the highest court before which appeal or review is sought and is not subject to further judicial review; and (7) the entry of a bar order or other procedural remedy, as described in paragraph 15 herein, by each of the State and Federal Courts. i. "Escrow" means an escrow account Lead Counsel shall identify in writing to counsel for the Settling Defendants prior to execution of this agreement for holding the Settlement Fund for Class Members prior to distribution in the manner set forth in this agreement. j. The "Federal Class" means all persons or entities that purchased the common stock of Bollinger during the period from June 29, 1994 through June 26, 1995, inclusive. Excluded from the Federal Class are the defendants herein; directors, officers and representatives of Bollinger during the Class Period; members of the individual defendants immediate families; any person or entity in which any excluded person has or had a controlling interest or to which any excluded person is related; and the legal representatives, heirs, successors or assigns of an excluded person. The prior Class Notice in the Federal Action required class members to exclude themselves no later than October 8, 1998. Two requests for exclusion were received. k. The "Federal Action" means STI Classic Fund, et al. v. Bollinger Industries, Inc., et. al., Cause No. 3-96-CV-0823-R in the United States District Court For The Northern District Of Texas, Dallas Division. -9-

l. "Federal Court" means the United States District Court for the Northern District of Texas, Dallas Division. m. "Fees and Expenses" means the attorneys' fees and expenses, administration and notice fees, experts' and consultant's fees, incurred by Plaintiffs in connection with the prosecution and settlement of the Actions. n. "Fifth Amended Petition" or "Petition" means Plaintiffs' Fifth Amended Petition, filed in the State Action on or about June 20, 2000. o. "Lead Counsel" shall mean the firms of Goodkind Labaton Rudoff & Sucharow, LLP and Zwerling, Schachter & Zwerling, LLP.

final of any such appeal or review shall have been finally determined by the highest court before which appeal or review is sought and is not subject to further judicial review; and (7) the entry of a bar order or other procedural remedy, as described in paragraph 15 herein, by each of the State and Federal Courts. i. "Escrow" means an escrow account Lead Counsel shall identify in writing to counsel for the Settling Defendants prior to execution of this agreement for holding the Settlement Fund for Class Members prior to distribution in the manner set forth in this agreement. j. The "Federal Class" means all persons or entities that purchased the common stock of Bollinger during the period from June 29, 1994 through June 26, 1995, inclusive. Excluded from the Federal Class are the defendants herein; directors, officers and representatives of Bollinger during the Class Period; members of the individual defendants immediate families; any person or entity in which any excluded person has or had a controlling interest or to which any excluded person is related; and the legal representatives, heirs, successors or assigns of an excluded person. The prior Class Notice in the Federal Action required class members to exclude themselves no later than October 8, 1998. Two requests for exclusion were received. k. The "Federal Action" means STI Classic Fund, et al. v. Bollinger Industries, Inc., et. al., Cause No. 3-96-CV-0823-R in the United States District Court For The Northern District Of Texas, Dallas Division. -9-

l. "Federal Court" means the United States District Court for the Northern District of Texas, Dallas Division. m. "Fees and Expenses" means the attorneys' fees and expenses, administration and notice fees, experts' and consultant's fees, incurred by Plaintiffs in connection with the prosecution and settlement of the Actions. n. "Fifth Amended Petition" or "Petition" means Plaintiffs' Fifth Amended Petition, filed in the State Action on or about June 20, 2000. o. "Lead Counsel" shall mean the firms of Goodkind Labaton Rudoff & Sucharow, LLP and Zwerling, Schachter & Zwerling, LLP. p. "Net Settlement Fund" means the Settlement Fund (from the Settlement of these Actions only) as defined herein, less all Fees and Expenses, Costs of Notice and Costs of Administration, less any income taxes payable by the Settlement Fund as approved by the Court. q. "Non-Settling Defendant" means Grant Thornton, LLP, defendant in the State Action. r. "Notice Order" means the Notice Order and Exhibits referred to in paragraph 10, below, to be substantially in the form of Exhibit A, annexed hereto, which will be submitted to each Court. s. "Order and Final Judgment" means the Order and Final Judgment referred to in paragraph 11, below, to be substantially in the form of Exhibits B and C, annexed hereto relating to the State and Federal Actions, respectively. Among other provisions, the inclusion of -10-

paragraphs 15 and 16 of the Order and Final Judgment in the State Action is a material term of this Settlement Stipulation. t. "Plaintiffs" means SunTrust Bank, Atlanta, as trustee for SunTrust Retirement Sunbelt Equity Fund and STI Classic Funds, for STI Classic Small Cap Growth Fund. u. "Plan of Distribution" means the terms and procedures for allocating the Net Settlement Fund among, and

l. "Federal Court" means the United States District Court for the Northern District of Texas, Dallas Division. m. "Fees and Expenses" means the attorneys' fees and expenses, administration and notice fees, experts' and consultant's fees, incurred by Plaintiffs in connection with the prosecution and settlement of the Actions. n. "Fifth Amended Petition" or "Petition" means Plaintiffs' Fifth Amended Petition, filed in the State Action on or about June 20, 2000. o. "Lead Counsel" shall mean the firms of Goodkind Labaton Rudoff & Sucharow, LLP and Zwerling, Schachter & Zwerling, LLP. p. "Net Settlement Fund" means the Settlement Fund (from the Settlement of these Actions only) as defined herein, less all Fees and Expenses, Costs of Notice and Costs of Administration, less any income taxes payable by the Settlement Fund as approved by the Court. q. "Non-Settling Defendant" means Grant Thornton, LLP, defendant in the State Action. r. "Notice Order" means the Notice Order and Exhibits referred to in paragraph 10, below, to be substantially in the form of Exhibit A, annexed hereto, which will be submitted to each Court. s. "Order and Final Judgment" means the Order and Final Judgment referred to in paragraph 11, below, to be substantially in the form of Exhibits B and C, annexed hereto relating to the State and Federal Actions, respectively. Among other provisions, the inclusion of -10-

paragraphs 15 and 16 of the Order and Final Judgment in the State Action is a material term of this Settlement Stipulation. t. "Plaintiffs" means SunTrust Bank, Atlanta, as trustee for SunTrust Retirement Sunbelt Equity Fund and STI Classic Funds, for STI Classic Small Cap Growth Fund. u. "Plan of Distribution" means the terms and procedures for allocating the Net Settlement Fund among, and distributing the Net Settlement Fund to Claimants with approved Proofs of Claim, as set forth in the Plan of Distribution which shall be submitted separately by plaintiffs. Any Plan of Distribution is not part of the Settlement Stipulation. v. "Proof of Claim" means the Proof of Claim and Release and Substitute Form W-9 annexed to the Notice Order as Exhibit 2 which was either previously completed by Class Members in connection with the Underwriter's Settlement or will be mailed to Class Members with the Notice. w. "Put and Call Agreement" means the agreement attached to this Stipulation as Exhibit D. x. "Released Claims" shall collectively mean all claims that have been or could be asserted in the Actions or otherwise by Plaintiffs or any Class Members, in whatever capacity, including, but not limited to all claims for violations of federal or state law, against the Settling Defendants, as defined in subparagraph z, and all present and former -11-

officers, directors, agents, employees, advisors and attorneys of the Settling Defendants (except Grant Thornton, LLP), arising out of or relating to the facts and circumstances alleged, or that could have been alleged, in the Petition or the Complaint or otherwise relating in any way to Bollinger or its stock. Released Claims expressly include "Unknown Claims." "Unknown Claims" means any claim which Plaintiffs or any Class Member does not know or suspect to exist in his, her or its favor at the time of the Effective Date which, if known by him, her, or it,

paragraphs 15 and 16 of the Order and Final Judgment in the State Action is a material term of this Settlement Stipulation. t. "Plaintiffs" means SunTrust Bank, Atlanta, as trustee for SunTrust Retirement Sunbelt Equity Fund and STI Classic Funds, for STI Classic Small Cap Growth Fund. u. "Plan of Distribution" means the terms and procedures for allocating the Net Settlement Fund among, and distributing the Net Settlement Fund to Claimants with approved Proofs of Claim, as set forth in the Plan of Distribution which shall be submitted separately by plaintiffs. Any Plan of Distribution is not part of the Settlement Stipulation. v. "Proof of Claim" means the Proof of Claim and Release and Substitute Form W-9 annexed to the Notice Order as Exhibit 2 which was either previously completed by Class Members in connection with the Underwriter's Settlement or will be mailed to Class Members with the Notice. w. "Put and Call Agreement" means the agreement attached to this Stipulation as Exhibit D. x. "Released Claims" shall collectively mean all claims that have been or could be asserted in the Actions or otherwise by Plaintiffs or any Class Members, in whatever capacity, including, but not limited to all claims for violations of federal or state law, against the Settling Defendants, as defined in subparagraph z, and all present and former -11-

officers, directors, agents, employees, advisors and attorneys of the Settling Defendants (except Grant Thornton, LLP), arising out of or relating to the facts and circumstances alleged, or that could have been alleged, in the Petition or the Complaint or otherwise relating in any way to Bollinger or its stock. Released Claims expressly include "Unknown Claims." "Unknown Claims" means any claim which Plaintiffs or any Class Member does not know or suspect to exist in his, her or its favor at the time of the Effective Date which, if known by him, her, or it, might have affected his, her or its Settlement with and release of the Settling Defendants, or might have affected his, her, or its decision not to object to this Settlement. Plaintiffs and the Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but hereby stipulate and agree that each Plaintiff does and each Class Member shall be deemed to, upon the Effective Date, fully, finally, and forever settle and release any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Plaintiffs acknowledge that the foregoing waiver was separately bargained for and a key element of the settlement of which this -12-

Release is a part. In each provision hereof concerning releases, the Settling Defendants means each of the Settling Defendants and all of their present and former directors, officers, employees, agents, attorneys and advisors, predecessors, successors, parents, subsidiaries and affiliates. Upon the Effective Date, as defined in subparagraph h, each of the Settling Defendants shall be deemed to have, and by operation of the Orders and Judgments shall have, fully, finally, and forever released, relinquished and discharged each and all of the Class Members and counsel to the Plaintiffs from all claims (including "Unknown Claims"), arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement or resolution of the Actions or the Released Claims. y. "Settlement Hearing" or "Final Settlement Hearing" means the hearing to be held by each Court on notice to the Class, to consider approval of the Settlement, Plan of Distribution and Plaintiffs' counsel's application for attorneys' fees and reimbursement of expenses.

officers, directors, agents, employees, advisors and attorneys of the Settling Defendants (except Grant Thornton, LLP), arising out of or relating to the facts and circumstances alleged, or that could have been alleged, in the Petition or the Complaint or otherwise relating in any way to Bollinger or its stock. Released Claims expressly include "Unknown Claims." "Unknown Claims" means any claim which Plaintiffs or any Class Member does not know or suspect to exist in his, her or its favor at the time of the Effective Date which, if known by him, her, or it, might have affected his, her or its Settlement with and release of the Settling Defendants, or might have affected his, her, or its decision not to object to this Settlement. Plaintiffs and the Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but hereby stipulate and agree that each Plaintiff does and each Class Member shall be deemed to, upon the Effective Date, fully, finally, and forever settle and release any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Plaintiffs acknowledge that the foregoing waiver was separately bargained for and a key element of the settlement of which this -12-

Release is a part. In each provision hereof concerning releases, the Settling Defendants means each of the Settling Defendants and all of their present and former directors, officers, employees, agents, attorneys and advisors, predecessors, successors, parents, subsidiaries and affiliates. Upon the Effective Date, as defined in subparagraph h, each of the Settling Defendants shall be deemed to have, and by operation of the Orders and Judgments shall have, fully, finally, and forever released, relinquished and discharged each and all of the Class Members and counsel to the Plaintiffs from all claims (including "Unknown Claims"), arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement or resolution of the Actions or the Released Claims. y. "Settlement Hearing" or "Final Settlement Hearing" means the hearing to be held by each Court on notice to the Class, to consider approval of the Settlement, Plan of Distribution and Plaintiffs' counsel's application for attorneys' fees and reimbursement of expenses. z. "Settlement Fund" means the cash deposited in Escrow by Bollinger, plus interest, as well as certain shares of Bollinger common stock contributed to the Settlement as set forth in paragraphs 2-3, below. aa. "Settling Defendants" means Bollinger, Glenn D. Bollinger, Bobby D. Bollinger, John Maguire and Michael J. Beck. bb. The "State Action" means SunTrust Bank, Atlanta, et. al. v. Bollinger Industries, Inc., et. al., Cause No. 96-02952-C-68 in the District -13-

Court, 68th Judicial District, Dallas County, Texas, now pending in the 191st Judicial District. cc. The "State Class" means all persons who purchased shares of common stock of Bollinger, issued pursuant a Form S-1 Registration Statement initially filed with the Securities and Exchange Commission by Bollinger on September 30, 1993, and amended thereafter, between November 17, 1993 and June 26, 1995 (the "State Class"). Excluded from the State Class are (a) all persons and entities named as defendants, whether or not such persons or entities have been or will be dismissed from this action pursuant to a settlement or compromise or (b) members of the immediate family of any of the foregoing persons, (c) any person, firm, trust, corporation, officer, director or other individual or entity in which any excluded person has a controlling interest or which is related to or affiliated with any excluded person, and (d) the legal representatives, heirs, successors-in-interest or assigns of any excluded person. The prior Class

Release is a part. In each provision hereof concerning releases, the Settling Defendants means each of the Settling Defendants and all of their present and former directors, officers, employees, agents, attorneys and advisors, predecessors, successors, parents, subsidiaries and affiliates. Upon the Effective Date, as defined in subparagraph h, each of the Settling Defendants shall be deemed to have, and by operation of the Orders and Judgments shall have, fully, finally, and forever released, relinquished and discharged each and all of the Class Members and counsel to the Plaintiffs from all claims (including "Unknown Claims"), arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement or resolution of the Actions or the Released Claims. y. "Settlement Hearing" or "Final Settlement Hearing" means the hearing to be held by each Court on notice to the Class, to consider approval of the Settlement, Plan of Distribution and Plaintiffs' counsel's application for attorneys' fees and reimbursement of expenses. z. "Settlement Fund" means the cash deposited in Escrow by Bollinger, plus interest, as well as certain shares of Bollinger common stock contributed to the Settlement as set forth in paragraphs 2-3, below. aa. "Settling Defendants" means Bollinger, Glenn D. Bollinger, Bobby D. Bollinger, John Maguire and Michael J. Beck. bb. The "State Action" means SunTrust Bank, Atlanta, et. al. v. Bollinger Industries, Inc., et. al., Cause No. 96-02952-C-68 in the District -13-

Court, 68th Judicial District, Dallas County, Texas, now pending in the 191st Judicial District. cc. The "State Class" means all persons who purchased shares of common stock of Bollinger, issued pursuant a Form S-1 Registration Statement initially filed with the Securities and Exchange Commission by Bollinger on September 30, 1993, and amended thereafter, between November 17, 1993 and June 26, 1995 (the "State Class"). Excluded from the State Class are (a) all persons and entities named as defendants, whether or not such persons or entities have been or will be dismissed from this action pursuant to a settlement or compromise or (b) members of the immediate family of any of the foregoing persons, (c) any person, firm, trust, corporation, officer, director or other individual or entity in which any excluded person has a controlling interest or which is related to or affiliated with any excluded person, and (d) the legal representatives, heirs, successors-in-interest or assigns of any excluded person. The prior Class Notice in the State Action required class members to exclude themselves no later than September 7, 1999. No such requests for exclusion were received. dd. "State Court" means the District Court, 191st Judicial District, Dallas County, Texas. 2. In full and complete satisfaction and settlement of the Actions and of all Released Claims, as set forth in paragraph 4, below, Bollinger, on behalf of the Settling Defendants, will pay into the Escrow for the benefit of the Class the amount of $400,000 (four -14-

hundred thousand dollars) upon the execution and delivery of this Settlement Stipulation. The interest earned or accruing on the Settlement Fund shall remain in Escrow until the Effective Date for the benefit of the Class and shall become part of Settlement Fund, or shall be provided to the Settling Defendants upon the occurrence of the events referenced in paragraph 8 herein. 3. Bollinger, on behalf of the Settling Defendants, shall deliver to the Escrow, as additional consideration to the Class, 200,000 (two hundred thousand) shares of fully paid shares of Bollinger common stock ($0.01 par) free of any liens or encumbrances, for the benefit of the Class, which shall be exempt from registration under the

Court, 68th Judicial District, Dallas County, Texas, now pending in the 191st Judicial District. cc. The "State Class" means all persons who purchased shares of common stock of Bollinger, issued pursuant a Form S-1 Registration Statement initially filed with the Securities and Exchange Commission by Bollinger on September 30, 1993, and amended thereafter, between November 17, 1993 and June 26, 1995 (the "State Class"). Excluded from the State Class are (a) all persons and entities named as defendants, whether or not such persons or entities have been or will be dismissed from this action pursuant to a settlement or compromise or (b) members of the immediate family of any of the foregoing persons, (c) any person, firm, trust, corporation, officer, director or other individual or entity in which any excluded person has a controlling interest or which is related to or affiliated with any excluded person, and (d) the legal representatives, heirs, successors-in-interest or assigns of any excluded person. The prior Class Notice in the State Action required class members to exclude themselves no later than September 7, 1999. No such requests for exclusion were received. dd. "State Court" means the District Court, 191st Judicial District, Dallas County, Texas. 2. In full and complete satisfaction and settlement of the Actions and of all Released Claims, as set forth in paragraph 4, below, Bollinger, on behalf of the Settling Defendants, will pay into the Escrow for the benefit of the Class the amount of $400,000 (four -14-

hundred thousand dollars) upon the execution and delivery of this Settlement Stipulation. The interest earned or accruing on the Settlement Fund shall remain in Escrow until the Effective Date for the benefit of the Class and shall become part of Settlement Fund, or shall be provided to the Settling Defendants upon the occurrence of the events referenced in paragraph 8 herein. 3. Bollinger, on behalf of the Settling Defendants, shall deliver to the Escrow, as additional consideration to the Class, 200,000 (two hundred thousand) shares of fully paid shares of Bollinger common stock ($0.01 par) free of any liens or encumbrances, for the benefit of the Class, which shall be exempt from registration under the Securities Act of 1933, as amended, in reliance upon the exemption from registration provided under Section 3 (a)(10) thereof and based upon the entry by the respective Courts of the Order and Final Judgment (the "Settlement Shares"). The Settlement Shares shall be subject to the terms of the Put and Call Agreement. The Settlement Shares and executed originals of the Put and call Agreement shall be delivered into the Escrow on or before 20 (twenty) days following the execution and delivery of this Settlement Stipulation. Appropriate directions to the transfer agent regarding the transfer of the shares to Lead Counsel shall be delivered within one week after the Effective Date. Any share certificates issued pursuant to the foregoing will be held in the Escrow and then distributed in accordance with the Plan of Distribution or under further Order of the Court. However, following the Effective Date and prior to distribution of the Net Settlement Fund, Lead Counsel shall have the right to sell some or all of the Settlement Shares pursuant to further Order of the Court. Lead Counsel shall deposit into the Settlement Fund the proceeds received from any sales of Settlement Shares. All dividends declared with respect to the Settlement Shares on and after the date of issuance as provided above, shall become part of the Settlement Fund. -15-

4. Upon the Effective Date, each Class Member shall be deemed to have, and by operation of the Orders and Final Judgments shall have, fully, finally, and forever released, relinquished and discharged all Released Claims against each of the Settling Defendants, whether or not such Class Member executes and delivers a Proof of Claim. 5. The Settling Defendants shall have the right, but not the obligation, to vacate this Settlement Stipulation should Class Members holding an aggregate number of common shares of Bollinger issued in the 1993 IPO greater than an amount specified in a separate Supplemental Agreement between Settling Defendants and Plaintiffs exercise a right of exclusion from the Class. The Settling Defendants may exercise such option by providing written notice to Plaintiffs' Lead Counsel within seven (7) business days after receipt from Plaintiffs' Lead Counsel of written notice

hundred thousand dollars) upon the execution and delivery of this Settlement Stipulation. The interest earned or accruing on the Settlement Fund shall remain in Escrow until the Effective Date for the benefit of the Class and shall become part of Settlement Fund, or shall be provided to the Settling Defendants upon the occurrence of the events referenced in paragraph 8 herein. 3. Bollinger, on behalf of the Settling Defendants, shall deliver to the Escrow, as additional consideration to the Class, 200,000 (two hundred thousand) shares of fully paid shares of Bollinger common stock ($0.01 par) free of any liens or encumbrances, for the benefit of the Class, which shall be exempt from registration under the Securities Act of 1933, as amended, in reliance upon the exemption from registration provided under Section 3 (a)(10) thereof and based upon the entry by the respective Courts of the Order and Final Judgment (the "Settlement Shares"). The Settlement Shares shall be subject to the terms of the Put and Call Agreement. The Settlement Shares and executed originals of the Put and call Agreement shall be delivered into the Escrow on or before 20 (twenty) days following the execution and delivery of this Settlement Stipulation. Appropriate directions to the transfer agent regarding the transfer of the shares to Lead Counsel shall be delivered within one week after the Effective Date. Any share certificates issued pursuant to the foregoing will be held in the Escrow and then distributed in accordance with the Plan of Distribution or under further Order of the Court. However, following the Effective Date and prior to distribution of the Net Settlement Fund, Lead Counsel shall have the right to sell some or all of the Settlement Shares pursuant to further Order of the Court. Lead Counsel shall deposit into the Settlement Fund the proceeds received from any sales of Settlement Shares. All dividends declared with respect to the Settlement Shares on and after the date of issuance as provided above, shall become part of the Settlement Fund. -15-

4. Upon the Effective Date, each Class Member shall be deemed to have, and by operation of the Orders and Final Judgments shall have, fully, finally, and forever released, relinquished and discharged all Released Claims against each of the Settling Defendants, whether or not such Class Member executes and delivers a Proof of Claim. 5. The Settling Defendants shall have the right, but not the obligation, to vacate this Settlement Stipulation should Class Members holding an aggregate number of common shares of Bollinger issued in the 1993 IPO greater than an amount specified in a separate Supplemental Agreement between Settling Defendants and Plaintiffs exercise a right of exclusion from the Class. The Settling Defendants may exercise such option by providing written notice to Plaintiffs' Lead Counsel within seven (7) business days after receipt from Plaintiffs' Lead Counsel of written notice of the total shares of Bollinger held by persons who have requested exclusions, which notice shall be sent by Plaintiffs' Lead Counsel in sufficient time so that it shall be received by the Settling Defendants' counsel at least seven (7) business days prior to the date of the Final Settlement Hearing. 6. The Plaintiffs, Class, and Settling Defendants appoint Carl D. Liggio, Esq. with full authority as a single arbitrator, to resolve, if necessary, as he sees fit upon such information he deems relevant, and pursuant to such procedures he deems appropriate, any and all issues with respect to the interpretation of the Settlement Stipulation, or other questions with respect to settlement documentation or the implementation of the Settlement. He shall be compensated equally by the Class Plaintiffs and the Bollinger Defendants at his current rates. All other issues remain for decision by the respective Courts under applicable law. The undersigned may, by mutual agreement, and in writing name a successor to Carl D. Liggio, Esq. to serve in such capacity. -16-

7. The cash portion of the Settlement Fund deposited in Escrow pursuant to paragraph 2 above shall be invested in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof and it shall be reinvested in the proceeds of these instruments as they mature in similar instruments at their then current market rates. The Settling Defendants shall bear no risk related to investment of the Settlement Fund. a. Lead Counsel shall not disburse any portion of the Settlement Fund except as provided in the Settlement Stipulation, or with the written agreement of counsel for Settling Defendants and Plaintiffs' Counsel or by order of

4. Upon the Effective Date, each Class Member shall be deemed to have, and by operation of the Orders and Final Judgments shall have, fully, finally, and forever released, relinquished and discharged all Released Claims against each of the Settling Defendants, whether or not such Class Member executes and delivers a Proof of Claim. 5. The Settling Defendants shall have the right, but not the obligation, to vacate this Settlement Stipulation should Class Members holding an aggregate number of common shares of Bollinger issued in the 1993 IPO greater than an amount specified in a separate Supplemental Agreement between Settling Defendants and Plaintiffs exercise a right of exclusion from the Class. The Settling Defendants may exercise such option by providing written notice to Plaintiffs' Lead Counsel within seven (7) business days after receipt from Plaintiffs' Lead Counsel of written notice of the total shares of Bollinger held by persons who have requested exclusions, which notice shall be sent by Plaintiffs' Lead Counsel in sufficient time so that it shall be received by the Settling Defendants' counsel at least seven (7) business days prior to the date of the Final Settlement Hearing. 6. The Plaintiffs, Class, and Settling Defendants appoint Carl D. Liggio, Esq. with full authority as a single arbitrator, to resolve, if necessary, as he sees fit upon such information he deems relevant, and pursuant to such procedures he deems appropriate, any and all issues with respect to the interpretation of the Settlement Stipulation, or other questions with respect to settlement documentation or the implementation of the Settlement. He shall be compensated equally by the Class Plaintiffs and the Bollinger Defendants at his current rates. All other issues remain for decision by the respective Courts under applicable law. The undersigned may, by mutual agreement, and in writing name a successor to Carl D. Liggio, Esq. to serve in such capacity. -16-

7. The cash portion of the Settlement Fund deposited in Escrow pursuant to paragraph 2 above shall be invested in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof and it shall be reinvested in the proceeds of these instruments as they mature in similar instruments at their then current market rates. The Settling Defendants shall bear no risk related to investment of the Settlement Fund. a. Lead Counsel shall not disburse any portion of the Settlement Fund except as provided in the Settlement Stipulation, or with the written agreement of counsel for Settling Defendants and Plaintiffs' Counsel or by order of the Courts. b. All funds held in Escrow shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Courts, until such time as such funds shall be distributed pursuant to the Settlement Stipulation and/or further order(s) of the Courts. c. The Settling Defendants and the Plaintiffs agree to treat the Settlement Fund as being at all times a "qualified settlement fund" within the meaning of Treas. Reg. Section 1.468B-1. In addition, Lead Counsel and, as required, the Settling Defendants shall jointly and timely make such elections as necessary or advisable to carry out the provisions of this paragraph, including the "relation-back election" (as defined in Treas. Reg. Section 1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. -17-

d. For the purpose of Section 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the "administrator" shall be the Claims Administrator. The Claims Administrator shall timely and properly file all informational and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitations the returns described in Treas. Reg. Section 1.468B-2(k)). Such returns (as well as the election described in (c) shall be consistent with this paragraph and in all events shall reflect that all taxes (including any interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided in subparagraph (e) hereof. e. All (a) taxes (including any interest or penalties) arising with respect to the income earned by the Settlement

7. The cash portion of the Settlement Fund deposited in Escrow pursuant to paragraph 2 above shall be invested in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof and it shall be reinvested in the proceeds of these instruments as they mature in similar instruments at their then current market rates. The Settling Defendants shall bear no risk related to investment of the Settlement Fund. a. Lead Counsel shall not disburse any portion of the Settlement Fund except as provided in the Settlement Stipulation, or with the written agreement of counsel for Settling Defendants and Plaintiffs' Counsel or by order of the Courts. b. All funds held in Escrow shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Courts, until such time as such funds shall be distributed pursuant to the Settlement Stipulation and/or further order(s) of the Courts. c. The Settling Defendants and the Plaintiffs agree to treat the Settlement Fund as being at all times a "qualified settlement fund" within the meaning of Treas. Reg. Section 1.468B-1. In addition, Lead Counsel and, as required, the Settling Defendants shall jointly and timely make such elections as necessary or advisable to carry out the provisions of this paragraph, including the "relation-back election" (as defined in Treas. Reg. Section 1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. -17-

d. For the purpose of Section 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the "administrator" shall be the Claims Administrator. The Claims Administrator shall timely and properly file all informational and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitations the returns described in Treas. Reg. Section 1.468B-2(k)). Such returns (as well as the election described in (c) shall be consistent with this paragraph and in all events shall reflect that all taxes (including any interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided in subparagraph (e) hereof. e. All (a) taxes (including any interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon the Settling Defendants with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a "qualified settlement fund" for Federal or state income tax purposes ("Taxes") and (b) expenses and costs incurred in connection with the operation and implementation of this paragraph (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in this paragraph) ("Tax Expenses"), shall be paid out of the Settlement Fund; in all events the Settling Defendants shall have no liability or responsibility for the -18-

Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement and shall be timely paid out of the Settlement Fund without prior order from the Court and the Claims Administrator shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to Class Members any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treas. Reg. Section 1.468B-2(1) (2)). The Settling Defendants are not responsible and shall have no liability for Taxes or Tax Expenses. The parties hereto agree to cooperate with the Claims Administrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of this paragraph. 8. If the Settlement Stipulation is terminated, canceled, or rejected, including, at Plaintiffs' option, by reason of Bollinger's failure to timely and fully fund the Settlement Fund as set forth in paragraphs 2-3 above, or if either Court enters an Order and Final Judgment which is vacated or modified, upon appeal or otherwise, unless such modifications are agreed to by the Settling Defendants and Plaintiffs, or if the Effective Date does not otherwise

d. For the purpose of Section 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the "administrator" shall be the Claims Administrator. The Claims Administrator shall timely and properly file all informational and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitations the returns described in Treas. Reg. Section 1.468B-2(k)). Such returns (as well as the election described in (c) shall be consistent with this paragraph and in all events shall reflect that all taxes (including any interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided in subparagraph (e) hereof. e. All (a) taxes (including any interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon the Settling Defendants with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a "qualified settlement fund" for Federal or state income tax purposes ("Taxes") and (b) expenses and costs incurred in connection with the operation and implementation of this paragraph (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in this paragraph) ("Tax Expenses"), shall be paid out of the Settlement Fund; in all events the Settling Defendants shall have no liability or responsibility for the -18-

Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement and shall be timely paid out of the Settlement Fund without prior order from the Court and the Claims Administrator shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to Class Members any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treas. Reg. Section 1.468B-2(1) (2)). The Settling Defendants are not responsible and shall have no liability for Taxes or Tax Expenses. The parties hereto agree to cooperate with the Claims Administrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of this paragraph. 8. If the Settlement Stipulation is terminated, canceled, or rejected, including, at Plaintiffs' option, by reason of Bollinger's failure to timely and fully fund the Settlement Fund as set forth in paragraphs 2-3 above, or if either Court enters an Order and Final Judgment which is vacated or modified, upon appeal or otherwise, unless such modifications are agreed to by the Settling Defendants and Plaintiffs, or if the Effective Date does not otherwise occur: (a) the contents, if any, of the Settlement Fund (including any Bollinger common stock) shall be returned to Bollinger forthwith (less the costs for any notice provided to the Class) and Plaintiffs' counsel shall immediately execute any documents necessary to effect such return; and (b) Plaintiffs and the Settling Defendants shall be deemed to have reverted to their respective status as of the date and time immediately prior to the execution of this Settlement Stipulation, -19-

and they shall proceed in all respects as if the Settlement Stipulation had not been executed and any related orders had not been entered. 9. Neither this Settlement Stipulation, whether or not executed or consummated, nor any of its terms and provisions or Exhibits, including the Plan of Distribution, nor any of the negotiations or proceedings connected with it, shall be: a. Construed as an admission of any sort whatsoever, either by these Settling Defendants or Plaintiffs, relating to any issue in these Actions; b. Offered or received in evidence in the Actions or any other action or proceeding; or c. Referred to for any reason other than to effect the provisions of this Settlement Stipulation. 10. As soon as practicable after execution of this Settlement Stipulation, Plaintiffs and the Settling Defendants

Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement and shall be timely paid out of the Settlement Fund without prior order from the Court and the Claims Administrator shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to Class Members any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treas. Reg. Section 1.468B-2(1) (2)). The Settling Defendants are not responsible and shall have no liability for Taxes or Tax Expenses. The parties hereto agree to cooperate with the Claims Administrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of this paragraph. 8. If the Settlement Stipulation is terminated, canceled, or rejected, including, at Plaintiffs' option, by reason of Bollinger's failure to timely and fully fund the Settlement Fund as set forth in paragraphs 2-3 above, or if either Court enters an Order and Final Judgment which is vacated or modified, upon appeal or otherwise, unless such modifications are agreed to by the Settling Defendants and Plaintiffs, or if the Effective Date does not otherwise occur: (a) the contents, if any, of the Settlement Fund (including any Bollinger common stock) shall be returned to Bollinger forthwith (less the costs for any notice provided to the Class) and Plaintiffs' counsel shall immediately execute any documents necessary to effect such return; and (b) Plaintiffs and the Settling Defendants shall be deemed to have reverted to their respective status as of the date and time immediately prior to the execution of this Settlement Stipulation, -19-

and they shall proceed in all respects as if the Settlement Stipulation had not been executed and any related orders had not been entered. 9. Neither this Settlement Stipulation, whether or not executed or consummated, nor any of its terms and provisions or Exhibits, including the Plan of Distribution, nor any of the negotiations or proceedings connected with it, shall be: a. Construed as an admission of any sort whatsoever, either by these Settling Defendants or Plaintiffs, relating to any issue in these Actions; b. Offered or received in evidence in the Actions or any other action or proceeding; or c. Referred to for any reason other than to effect the provisions of this Settlement Stipulation. 10. As soon as practicable after execution of this Settlement Stipulation, Plaintiffs and the Settling Defendants shall jointly move the State and Federal Courts, respectively for preliminary approval and entry of the Notice Order. 11. If the Settlement Stipulation is approved by both Courts, after settlement hearings on notice, as provided by Rule 42 of the Texas Rules of Civil Procedure and Rule 23 of the Federal Rules of Civil Procedure, respectively, Plaintiffs shall move in each Court for entry of the Order and Final Judgment in each respective Court. 12. At each Settlement Hearing, Plaintiffs will seek approval of the Court to distribute the Net Settlement Fund to the Class, in accordance with the Plan of Distribution, the terms and conditions of which are set forth in Plan of Distribution submitted separately herewith. 13. At the Settlement Hearing, Plaintiffs' counsel will seek approval of each Court for reimbursement of a portion of out-of-pocket expenses actually incurred in prosecuting -20-

the Actions, in an amount not to exceed one-third (1/3) of the Settlement Fund, and for Class Notice and the costs of administration and review of Class Members' claims, as well as, up to a maximum of $10,000, Plaintiffs' costs and expenses (including lost wages) directly relating to the representation of the class. Plaintiffs intend to

and they shall proceed in all respects as if the Settlement Stipulation had not been executed and any related orders had not been entered. 9. Neither this Settlement Stipulation, whether or not executed or consummated, nor any of its terms and provisions or Exhibits, including the Plan of Distribution, nor any of the negotiations or proceedings connected with it, shall be: a. Construed as an admission of any sort whatsoever, either by these Settling Defendants or Plaintiffs, relating to any issue in these Actions; b. Offered or received in evidence in the Actions or any other action or proceeding; or c. Referred to for any reason other than to effect the provisions of this Settlement Stipulation. 10. As soon as practicable after execution of this Settlement Stipulation, Plaintiffs and the Settling Defendants shall jointly move the State and Federal Courts, respectively for preliminary approval and entry of the Notice Order. 11. If the Settlement Stipulation is approved by both Courts, after settlement hearings on notice, as provided by Rule 42 of the Texas Rules of Civil Procedure and Rule 23 of the Federal Rules of Civil Procedure, respectively, Plaintiffs shall move in each Court for entry of the Order and Final Judgment in each respective Court. 12. At each Settlement Hearing, Plaintiffs will seek approval of the Court to distribute the Net Settlement Fund to the Class, in accordance with the Plan of Distribution, the terms and conditions of which are set forth in Plan of Distribution submitted separately herewith. 13. At the Settlement Hearing, Plaintiffs' counsel will seek approval of each Court for reimbursement of a portion of out-of-pocket expenses actually incurred in prosecuting -20-

the Actions, in an amount not to exceed one-third (1/3) of the Settlement Fund, and for Class Notice and the costs of administration and review of Class Members' claims, as well as, up to a maximum of $10,000, Plaintiffs' costs and expenses (including lost wages) directly relating to the representation of the class. Plaintiffs intend to seek reasonable costs and expenses incurred in connection with their representation of the Class. All expenses so awarded will be paid from the Settlement Fund. The Settling Defendants will take no position with respect to Plaintiffs' counsels' applications for expenses. Any order or proceedings relating to this application, or any appeal from such an order, is not a material term of the Settlement and shall not operate to terminate or cancel the Settlement Stipulation, or affect or delay the finality of either Court's Order and Final Judgment approving the Settlement Stipulation and the Settlement set forth herein. Neither a modification nor reversal on appeal of any award of expenses shall constitute grounds for cancellation or termination of the Settlement Stipulation. 14. Plaintiffs reserve their right to continue the State Action and proceed against the Non-Settling Defendant, Grant Thornton, on any claims, demands, causes of action or liabilities of any nature. Neither the compromise and settlement set forth in this Settlement Stipulation or the Order and Final Judgments, nor any covenant or agreement contained herein shall be deemed to reduce, release or discharge any claim, demand, cause of action or liability which Plaintiffs or any Class Members had, now has or may hereafter have against the Non-Settling Defendant, except as set forth in paragraphs 15 and 16 of the Order and Final Judgment. 15. The Class shall consent to entry of a bar order or such other procedural remedy at the appropriate time so as to discharge the Settling Defendants from all liability or claims, including claims for contribution or indemnity by the Non-Settling Defendant. The bar -21-

order shall provide for such set-off rights in favor of any party as are required to discharge the Settling

the Actions, in an amount not to exceed one-third (1/3) of the Settlement Fund, and for Class Notice and the costs of administration and review of Class Members' claims, as well as, up to a maximum of $10,000, Plaintiffs' costs and expenses (including lost wages) directly relating to the representation of the class. Plaintiffs intend to seek reasonable costs and expenses incurred in connection with their representation of the Class. All expenses so awarded will be paid from the Settlement Fund. The Settling Defendants will take no position with respect to Plaintiffs' counsels' applications for expenses. Any order or proceedings relating to this application, or any appeal from such an order, is not a material term of the Settlement and shall not operate to terminate or cancel the Settlement Stipulation, or affect or delay the finality of either Court's Order and Final Judgment approving the Settlement Stipulation and the Settlement set forth herein. Neither a modification nor reversal on appeal of any award of expenses shall constitute grounds for cancellation or termination of the Settlement Stipulation. 14. Plaintiffs reserve their right to continue the State Action and proceed against the Non-Settling Defendant, Grant Thornton, on any claims, demands, causes of action or liabilities of any nature. Neither the compromise and settlement set forth in this Settlement Stipulation or the Order and Final Judgments, nor any covenant or agreement contained herein shall be deemed to reduce, release or discharge any claim, demand, cause of action or liability which Plaintiffs or any Class Members had, now has or may hereafter have against the Non-Settling Defendant, except as set forth in paragraphs 15 and 16 of the Order and Final Judgment. 15. The Class shall consent to entry of a bar order or such other procedural remedy at the appropriate time so as to discharge the Settling Defendants from all liability or claims, including claims for contribution or indemnity by the Non-Settling Defendant. The bar -21-

order shall provide for such set-off rights in favor of any party as are required to discharge the Settling Defendants fully from all liability or claims for contribution or indemnity. 16. As of the Effective Date, the Settling Defendants shall cease to have any interest in, or responsibility or control over the Settlement Fund. On and after the Effective Date, Plaintiffs' Counsel shall have sole responsibility and authority for investment of the Settlement Fund, subject to the supervision of the Court. 17. Plaintiffs have retained a Claims Administrator to review, assess and process the Proofs of Claim of Class Members. The Settling Defendants shall have no role in or responsibility for review or evaluation of Proofs of Claim. 18. In order to receive a distribution from the Settlement Fund, a Class Member must file a Proof of Claim in the form and manner to be approved by both Courts. (Exhibit 2 to the Notice Order) For Class Members who previously submitted proof of claim forms in connection with the Underwriter's Settlement, an additional proof of claim form will not be required. 19. Plaintiffs and each Class Member are forever barred and enjoined from commencing, instituting or prosecuting any action or other adversary proceeding in any court of law or equity, arbitration tribunal, or administrative forum, directly or representatively, against the Settling Defendants and all or any of their present and former directors, officers, employees, agents, attorneys and advisors (other than the Non-Settling Defendant), and its predecessors, successors, parents, subsidiaries and affiliates, with respect to any, some or all of the Released Claims. 20. The Settling Defendants shall have no role in or responsibility for the form, substance, method or manner of administration or distribution of the Settlement Fund to -22-

Class Members. All expenses and income taxes related thereto shall be paid from the Settlement Fund. Neither the Settling Defendants nor their counsel shall have any responsibility for or liability with respect to the administration or processing of claims or the allocation of the Settlement Fund, including, without limitation, determinations as to the validity of Proofs of Claims, the amounts of claims, distributions of the Net Settlement

order shall provide for such set-off rights in favor of any party as are required to discharge the Settling Defendants fully from all liability or claims for contribution or indemnity. 16. As of the Effective Date, the Settling Defendants shall cease to have any interest in, or responsibility or control over the Settlement Fund. On and after the Effective Date, Plaintiffs' Counsel shall have sole responsibility and authority for investment of the Settlement Fund, subject to the supervision of the Court. 17. Plaintiffs have retained a Claims Administrator to review, assess and process the Proofs of Claim of Class Members. The Settling Defendants shall have no role in or responsibility for review or evaluation of Proofs of Claim. 18. In order to receive a distribution from the Settlement Fund, a Class Member must file a Proof of Claim in the form and manner to be approved by both Courts. (Exhibit 2 to the Notice Order) For Class Members who previously submitted proof of claim forms in connection with the Underwriter's Settlement, an additional proof of claim form will not be required. 19. Plaintiffs and each Class Member are forever barred and enjoined from commencing, instituting or prosecuting any action or other adversary proceeding in any court of law or equity, arbitration tribunal, or administrative forum, directly or representatively, against the Settling Defendants and all or any of their present and former directors, officers, employees, agents, attorneys and advisors (other than the Non-Settling Defendant), and its predecessors, successors, parents, subsidiaries and affiliates, with respect to any, some or all of the Released Claims. 20. The Settling Defendants shall have no role in or responsibility for the form, substance, method or manner of administration or distribution of the Settlement Fund to -22-

Class Members. All expenses and income taxes related thereto shall be paid from the Settlement Fund. Neither the Settling Defendants nor their counsel shall have any responsibility for or liability with respect to the administration or processing of claims or the allocation of the Settlement Fund, including, without limitation, determinations as to the validity of Proofs of Claims, the amounts of claims, distributions of the Net Settlement Fund, or any loss incurred by the Claims Administrator. 21. The parties hereto and their attorneys agree to cooperate fully with one another in seeking Court approval of this Settlement Stipulation and to use their best efforts to consummate the terms of the Settlement Stipulation. Neither the Plaintiffs nor the Settling Defendants shall seek to evade their good faith obligations to seek approval and implementation of this Settlement Stipulation by virtue of any rulings, orders, governmental report, the results of the proof of claim process or other development, whether in the Actions or in any other litigation, or otherwise that might hereinafter occur and might be deemed to alter the relative strength of the Plaintiffs or the Settling Defendants with respect to any claim or defense or their relative bargaining power with respect to negotiating a Settlement Stipulation. The parties deem this Settlement Stipulation to be fair and reasonable and have arrived at this Settlement Stipulation in arm's-length negotiations taking into account all relevant factors, present or potential. 22. This Settlement Stipulation shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns, and upon any corporation or other entity into or with which any party hereto may merge or consolidate. -23-

23. This Settlement Stipulation shall be construed in accordance with the laws of the State of Texas. 24. The waiver by one party of any breach of this Settlement Stipulation by another party shall not be deemed a waiver of any other prior or subsequent breach of this Settlement Stipulation. 25. The foregoing, including the documents referred to herein, constitutes the entire agreement among Plaintiffs

Class Members. All expenses and income taxes related thereto shall be paid from the Settlement Fund. Neither the Settling Defendants nor their counsel shall have any responsibility for or liability with respect to the administration or processing of claims or the allocation of the Settlement Fund, including, without limitation, determinations as to the validity of Proofs of Claims, the amounts of claims, distributions of the Net Settlement Fund, or any loss incurred by the Claims Administrator. 21. The parties hereto and their attorneys agree to cooperate fully with one another in seeking Court approval of this Settlement Stipulation and to use their best efforts to consummate the terms of the Settlement Stipulation. Neither the Plaintiffs nor the Settling Defendants shall seek to evade their good faith obligations to seek approval and implementation of this Settlement Stipulation by virtue of any rulings, orders, governmental report, the results of the proof of claim process or other development, whether in the Actions or in any other litigation, or otherwise that might hereinafter occur and might be deemed to alter the relative strength of the Plaintiffs or the Settling Defendants with respect to any claim or defense or their relative bargaining power with respect to negotiating a Settlement Stipulation. The parties deem this Settlement Stipulation to be fair and reasonable and have arrived at this Settlement Stipulation in arm's-length negotiations taking into account all relevant factors, present or potential. 22. This Settlement Stipulation shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns, and upon any corporation or other entity into or with which any party hereto may merge or consolidate. -23-

23. This Settlement Stipulation shall be construed in accordance with the laws of the State of Texas. 24. The waiver by one party of any breach of this Settlement Stipulation by another party shall not be deemed a waiver of any other prior or subsequent breach of this Settlement Stipulation. 25. The foregoing, including the documents referred to herein, constitutes the entire agreement among Plaintiffs and the Settling Defendants with respect to the settlement of the Actions, and may not be modified or amended, except in writing, signed by all parties hereto, or their successors in interest. Counsel may sign this Settlement Stipulation on behalf of the parties. 26. This Settlement Stipulation may be executed in one or more counterparts and all counterparts and each of them shall be deemed one and the same instrument.
THIS AGREEMENT has been executed the --GOODKIND LABATON RUDOFF & SUCHAROW LLP day of , 2001. ----------

FREIDMAN DRIEGERT & HSUEH, LLC

By: --------------------------Thomas A. Dubbs, Esq. Ira A. Schochet, Esq. 100 Park Avenue New York, NY 10017-5563

By: ---------------------------3117 Preston Road Dallas, TX 75225

ATTORNEYS FOR THE BOLLINGER INDUSTRIES, INC., GLENN D. BOLLINGER, BOBBY D. BOLLINGER and JOHN MAGUIRE

-24-

ZWERLING, SCHACHTER & ZWERLING, LLP

23. This Settlement Stipulation shall be construed in accordance with the laws of the State of Texas. 24. The waiver by one party of any breach of this Settlement Stipulation by another party shall not be deemed a waiver of any other prior or subsequent breach of this Settlement Stipulation. 25. The foregoing, including the documents referred to herein, constitutes the entire agreement among Plaintiffs and the Settling Defendants with respect to the settlement of the Actions, and may not be modified or amended, except in writing, signed by all parties hereto, or their successors in interest. Counsel may sign this Settlement Stipulation on behalf of the parties. 26. This Settlement Stipulation may be executed in one or more counterparts and all counterparts and each of them shall be deemed one and the same instrument.
THIS AGREEMENT has been executed the --GOODKIND LABATON RUDOFF & SUCHAROW LLP day of , 2001. ----------

FREIDMAN DRIEGERT & HSUEH, LLC

By: --------------------------Thomas A. Dubbs, Esq. Ira A. Schochet, Esq. 100 Park Avenue New York, NY 10017-5563

By: ---------------------------3117 Preston Road Dallas, TX 75225

ATTORNEYS FOR THE BOLLINGER INDUSTRIES, INC., GLENN D. BOLLINGER, BOBBY D. BOLLINGER and JOHN MAGUIRE

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ZWERLING, SCHACHTER & ZWERLING, LLP
By: --------------------------Richard A. Speirs, Esq. 767 Third Avenue New York, NY 10017 ---------------------------Michael Beck (Pro Se)

KILGORE & KILGORE

By: --------------------------Theodore Anderson, Esq. 3131 McKinney Avenue Suite 700 Dallas, TX 75204

ATTORNEYS FOR PLAINTIFFS AND THE CLASS -25-

EXHIBIT 10.72

ZWERLING, SCHACHTER & ZWERLING, LLP
By: --------------------------Richard A. Speirs, Esq. 767 Third Avenue New York, NY 10017 ---------------------------Michael Beck (Pro Se)

KILGORE & KILGORE

By: --------------------------Theodore Anderson, Esq. 3131 McKinney Avenue Suite 700 Dallas, TX 75204

ATTORNEYS FOR PLAINTIFFS AND THE CLASS -25-

EXHIBIT 10.72 PUT AND CALL AGREEMENT This Put and Call Agreement ("Agreement") is entered into by Goodkind Labaton Rudoff & Sucharow, L.L.P., a New York limited liability partnership ("Goodkind"), Bollinger Industries, Inc., a Delaware corporation ("Company"), and Glenn D. Bollinger and Bobby D. Bollinger (collectively "Bollinger"). Goodkind is entering into this Agreement in its representative capacity as agent for the Class Members and Lead Counsel (as these terms are defined in the Stipulation, as defined below), and the terms of this Agreement shall be binding on the Class Members and Lead Counsel. WHEREAS, Company and other persons have agreed to a settlement of STI Classic Fund, et al. v. Bollinger Industries, Inc., et. al., Cause No. 3-96-C-V-0823-R in the United States District Court For The Northern District Of Texas, Dallas Division and in SunTrust Bank, Atlanta, et. al. v. Bollinger Industries, Inc., et. al., Cause No. 96-02952-C-68 in the District Court, 68th Judicial District, Dallas County, Texas (the "Litigation"), as same is more particularly described in a Stipulation of Settlement as filed in the Litigation, reference to which is hereby made for all purposes (the "Stipulation"); WHEREAS, pursuant to the terms of the Stipulation, Company has agreed to issue 200,000 shares of its common stock, $0.01 par value (the "Common Stock") at the time and on the terms as set forth in the Stipulation; WHEREAS, Goodkind has agreed to grant Company and Bollinger an option to purchase the Common Stock on the terms herein described; WHEREAS, Goodkind has also agreed to grant Company and Bollinger a right of first refusal in the event the Common Stock is offered for sale during the term of this Agreement; and WHEREAS, Company and Bollinger have agreed that Goodkind shall have the right to require Company and Bollinger to purchase the Common Stock on the terms herein described; NOW, THEREFORE, in consideration for the mutual covenants and agreements herein contained, Company, Goodkind and Bollinger agree as follows:

EXHIBIT 10.72 PUT AND CALL AGREEMENT This Put and Call Agreement ("Agreement") is entered into by Goodkind Labaton Rudoff & Sucharow, L.L.P., a New York limited liability partnership ("Goodkind"), Bollinger Industries, Inc., a Delaware corporation ("Company"), and Glenn D. Bollinger and Bobby D. Bollinger (collectively "Bollinger"). Goodkind is entering into this Agreement in its representative capacity as agent for the Class Members and Lead Counsel (as these terms are defined in the Stipulation, as defined below), and the terms of this Agreement shall be binding on the Class Members and Lead Counsel. WHEREAS, Company and other persons have agreed to a settlement of STI Classic Fund, et al. v. Bollinger Industries, Inc., et. al., Cause No. 3-96-C-V-0823-R in the United States District Court For The Northern District Of Texas, Dallas Division and in SunTrust Bank, Atlanta, et. al. v. Bollinger Industries, Inc., et. al., Cause No. 96-02952-C-68 in the District Court, 68th Judicial District, Dallas County, Texas (the "Litigation"), as same is more particularly described in a Stipulation of Settlement as filed in the Litigation, reference to which is hereby made for all purposes (the "Stipulation"); WHEREAS, pursuant to the terms of the Stipulation, Company has agreed to issue 200,000 shares of its common stock, $0.01 par value (the "Common Stock") at the time and on the terms as set forth in the Stipulation; WHEREAS, Goodkind has agreed to grant Company and Bollinger an option to purchase the Common Stock on the terms herein described; WHEREAS, Goodkind has also agreed to grant Company and Bollinger a right of first refusal in the event the Common Stock is offered for sale during the term of this Agreement; and WHEREAS, Company and Bollinger have agreed that Goodkind shall have the right to require Company and Bollinger to purchase the Common Stock on the terms herein described; NOW, THEREFORE, in consideration for the mutual covenants and agreements herein contained, Company, Goodkind and Bollinger agree as follows: ARTICLE I PUT, CALL, AND RIGHT OF FIRST REFUSAL 1.01 GRANT OF PUT. Company and Bollinger, jointly and severally, hereby grant to Goodkind the right and option for Goodkind to require Company and Bollinger to purchase the Common Stock in whole, but not in part, on the terms and conditions herein set forth in this ARTICLE I (the "Put").

1.02 GRANT OF CALL. Goodkind hereby irrevocably grants to Company and Bollinger the right and option to buy from Goodkind the Common Stock in whole, but not in part, on the terms herein set forth in this ARTICLE I (the "Call"). 1.03 GRANT OF RIGHT OF FIRST REFUSAL. Goodkind hereby irrevocably grants to Company and Bollinger a right of first refusal in the event of a proposed sale or any other type of transfer of the Common Stock (the "Right of First Refusal"). If Goodkind reaches an agreement for the sale or transfer of the Common Stock before the Expiration Date (as defined below), it shall provide written notice of the terms of the proposed transaction as provided for in SECTION 3.01. The terms of this Right of First Refusal shall be the same as those being offered to Goodkind for the Common Stock, except that Company and Bollinger shall have five (5) weekdays after receipt of the written notice in which to elect to exercise the Right of First Refusal. 1.04 PURCHASE PRICE OF PUT AND CALL.

1.02 GRANT OF CALL. Goodkind hereby irrevocably grants to Company and Bollinger the right and option to buy from Goodkind the Common Stock in whole, but not in part, on the terms herein set forth in this ARTICLE I (the "Call"). 1.03 GRANT OF RIGHT OF FIRST REFUSAL. Goodkind hereby irrevocably grants to Company and Bollinger a right of first refusal in the event of a proposed sale or any other type of transfer of the Common Stock (the "Right of First Refusal"). If Goodkind reaches an agreement for the sale or transfer of the Common Stock before the Expiration Date (as defined below), it shall provide written notice of the terms of the proposed transaction as provided for in SECTION 3.01. The terms of this Right of First Refusal shall be the same as those being offered to Goodkind for the Common Stock, except that Company and Bollinger shall have five (5) weekdays after receipt of the written notice in which to elect to exercise the Right of First Refusal. 1.04 PURCHASE PRICE OF PUT AND CALL. (a) PUT PURCHASE PRICE. The purchase price of the Put (the "Put Purchase Price") shall be equal to the One Dollar ($1.00) per share. (b) CALL PURCHASE PRICE. (1) Subject to the provisions of subsection (2) below, the purchase price of the Call (the "Call Purchase Price") shall be Two Dollars ($2.00) per share. (2) If a Qualified Public Offering or a Change in Control (as defined below) is agreed to by Company within three hundred sixty-five (365) days immediately following the Call Closing (as defined below) (the "Look Back Period") at a price per share of Common Stock greater than the Call Purchase Price (the excess being referred to as the "Difference"), Company and/or Bollinger shall pay to Goodkind the amount obtained by multiplying the number of shares of Common Stock that were purchased at the Call Closing by the Difference. This amount shall be paid to Goodkind within fifteen (15) days immediately following the closing of the Qualified Public Offering or Change in Control, as the case may be. If a Qualified Public Offering or a Change in Control is agreed to, but not closed, by Company within the 365 day period, the announced transaction must be closed within one hundred twenty (120) days after the end of the 365 day period in order for the provisions of this subsection to be applicable. 1.05 TERM OF PUT, CALL, AND RIGHT OF FIRST REFUSAL. The Put and Call are each exercisable at any time before the end of one (1) year following the Effective Date (as defined in the Stipulation). The Right of First Refusal shall be effective for one (1) year following the Effective Date. For purposes of this Agreement, the end of these one (1) periods is referred to as the Expiration Date. -2-

1.06 METHOD OF EXERCISE. (a) NOTICE OF EXERCISE. The Put may be exercised by delivery of written notice to Company and Bollinger in the manner and at the addresses in SECTION 3.01 before the Expiration Date. The Call may be exercised by delivery of written notice to Goodkind in the manner and at the addresses in SECTION 3.01 before the Expiration Date. (b) PUT CLOSING; CALL CLOSING. In the event of the exercise of the Put or the Call, the purchase and sale of the Common Stock will be closed (the "Put Closing" or the "Call Closing" as appropriate) within fifteen (15) days following the exercise of the Put or the Call, as the case may be. The Closing shall be held at the offices of Company or at such other place as may be mutually agreed upon in writing by the parties hereto. (c) PAYMENT. The Put Purchase Price or the Call Purchase Price, as applicable, shall be paid by cash or by certified or cashier's check at the Closing. If the Difference provided for in SECTION 1.04(b)(2) becomes payable to Goodkind after the Call Closing, it shall be paid by cash or by certified or cashier's check within

1.06 METHOD OF EXERCISE. (a) NOTICE OF EXERCISE. The Put may be exercised by delivery of written notice to Company and Bollinger in the manner and at the addresses in SECTION 3.01 before the Expiration Date. The Call may be exercised by delivery of written notice to Goodkind in the manner and at the addresses in SECTION 3.01 before the Expiration Date. (b) PUT CLOSING; CALL CLOSING. In the event of the exercise of the Put or the Call, the purchase and sale of the Common Stock will be closed (the "Put Closing" or the "Call Closing" as appropriate) within fifteen (15) days following the exercise of the Put or the Call, as the case may be. The Closing shall be held at the offices of Company or at such other place as may be mutually agreed upon in writing by the parties hereto. (c) PAYMENT. The Put Purchase Price or the Call Purchase Price, as applicable, shall be paid by cash or by certified or cashier's check at the Closing. If the Difference provided for in SECTION 1.04(b)(2) becomes payable to Goodkind after the Call Closing, it shall be paid by cash or by certified or cashier's check within fifteen (15) days after the closing of the Change in Control Transaction or Qualified Public Offering. 1.07 LETTER OF CREDIT. The obligation of Company and Bollinger to purchase the Common Stock in the event of Goodkind's exercise of the Put shall be secured by an irrevocable bank letter of credit in favor of Goodkind in the amount of $200,000. This letter of credit shall be in such form as reasonably satisfactory to the parties, and it shall be delivered to Goodkind on or before the Effective Date. If the letter of credit initially delivered to Goodkind is for a period of time that ends before twenty (20) days after the Expiration Date, Company and Bollinger shall be required to deliver a new letter of credit to Goodkind on or before five (5) banking days before the expiration of the preceding letter of credit, but with the commencement date of the new letter of credit being on the expiration of the preceding letter of credit. 1.08 CHANGE IN CONTROL. A "Change in Control" means the acquisition of beneficial ownership within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Beneficial Ownership"), of an aggregate of more than fifty percent (50%) of the voting power of Company's outstanding voting securities by any person or group (as such term is used in Rule 13d-5 under such Act) whose Beneficial Ownership is less than ten percent (10%) of the voting power of Company's outstanding voting securities on the date hereof. 1.09 QUALIFIED PUBLIC OFFERING. A "Qualified Public Offering" means an underwritten public offering covering the sale of Common Stock in Company in which the gross proceeds to Company are at least Five Million Dollars ($5,000,000). -3-

ARTICLE II REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 2.01 WARRANTIES AND REPRESENTATIONS OF COMPANY. Company and Bollinger, as applicable, warrant and represent to Goodkind as follows: (a) CORPORATE STATUS AND AUTHORIZATION. Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has the corporate power and authority to own and operate its properties, to carry on its business as now conducted and to enter into and to perform its obligations under this Agreement. Company has the power and authority to execute, deliver and perform this Agreement. (b) NO CONFLICTS OR CONSENTS. Neither the execution and delivery of this Agreement nor the performance by Company or Bollinger of its obligations hereunder will contravene or materially conflict with any provision of law, statute or regulation to which either is subject, or any judgment, license, order or permit applicable to either, or any indenture, loan agreement, mortgage, deed of trust, or other agreement or instrument to which either is a party or by which either may be bound, or to which either may be subject, or violate any

ARTICLE II REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 2.01 WARRANTIES AND REPRESENTATIONS OF COMPANY. Company and Bollinger, as applicable, warrant and represent to Goodkind as follows: (a) CORPORATE STATUS AND AUTHORIZATION. Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has the corporate power and authority to own and operate its properties, to carry on its business as now conducted and to enter into and to perform its obligations under this Agreement. Company has the power and authority to execute, deliver and perform this Agreement. (b) NO CONFLICTS OR CONSENTS. Neither the execution and delivery of this Agreement nor the performance by Company or Bollinger of its obligations hereunder will contravene or materially conflict with any provision of law, statute or regulation to which either is subject, or any judgment, license, order or permit applicable to either, or any indenture, loan agreement, mortgage, deed of trust, or other agreement or instrument to which either is a party or by which either may be bound, or to which either may be subject, or violate any provision of the charter or bylaws of Company. No consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Company or Bollinger of this Agreement or to perform the obligations contemplated hereby. (c) VALIDITY AND BINDING EFFECT. This Agreement is the legal, valid and binding obligation of Company and Bollinger, enforceable in accordance with its terms, subject to limitations imposed by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally or the application of general equitable principles. (d) CAPITALIZATION. As of the date of this Agreement, the authorized capital stock of Company consists solely of 20,000,000 shares of stock of which 4,400,210 shares ($0.01 par value) are issued and outstanding and 31,595 shares ($0.01 par value) are held as treasury stock. All of such outstanding shares of stock are validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights of any person. 2.02 WARRANTIES AND REPRESENTATIONS OF GOODKIND. Goodkind represents and warrants to Company and Bollinger as follows: (a) PARTNERSHIP STATUS AND AUTHORIZATION. Goodkind is a limited liability partnership duly organized, validly existing and in good standing under the laws of the state of New York and has the requisite power and authority to own and operate its properties, to carry on its business as now conducted and to enter into and to perform its obligations under this Agreement. Goodkind has the power and -4-

authority to execute, deliver and perform this Agreement on behalf of the Lead Counsel and Class Members. (b) VALIDITY AND BINDING EFFECT. This Agreement is the legal, valid and binding obligation of the Lead Counsel and Class Members, enforceable in accordance with its terms, subject to limitations imposed by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally or the application of general equitable principles. (c) VOTING AND DISPOSITIVE CONTROL. From the time of the delivery of the Common Stock to Goodkind until the Expiration Date, Goodkind shall hold the sole voting, investment and dispositive powers relating to the Common Stock. This requirement shall terminate before the Expiration Date in the event of a sale or other transfer of the Common Stock pursuant to the terms of this Agreement. (d) RECEIPT OF INFORMATION. Goodkind believes that it has received all the information Goodkind considers necessary or appropriate for deciding whether to accept the Common Stock in the settlement of the

authority to execute, deliver and perform this Agreement on behalf of the Lead Counsel and Class Members. (b) VALIDITY AND BINDING EFFECT. This Agreement is the legal, valid and binding obligation of the Lead Counsel and Class Members, enforceable in accordance with its terms, subject to limitations imposed by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally or the application of general equitable principles. (c) VOTING AND DISPOSITIVE CONTROL. From the time of the delivery of the Common Stock to Goodkind until the Expiration Date, Goodkind shall hold the sole voting, investment and dispositive powers relating to the Common Stock. This requirement shall terminate before the Expiration Date in the event of a sale or other transfer of the Common Stock pursuant to the terms of this Agreement. (d) RECEIPT OF INFORMATION. Goodkind believes that it has received all the information Goodkind considers necessary or appropriate for deciding whether to accept the Common Stock in the settlement of the Litigation. (e) RESTRICTIONS ON TRANSFER. Goodkind agrees that it will not transfer any of the Common Stock to any person before the Expiration Date without the written consent of Company and Bollinger; provided, however, that this restriction shall not apply if: (1) Goodkind transfers the Common Stock after Bollinger and Company fail to comply with the Put provisions of this Agreement; or (2) Goodkind transfers the Common Stock after Bollinger and Company elect to not exercise their Right of First Refusal (f) LEGENDS. Each certificate evidencing the Common Stock will be endorsed with the legend set forth below: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A PUT AND CALL AGREEMENT BETWEEN THE HOLDER OF THESE SHARES AND THE COMPANY." ARTICLE III MISCELLANEOUS 3.01 NOTICE. Any notice required or permitted by any party to this Agreement shall be in writing and may be delivered personally to the party being given notice or to the person in charge of the office of the party being given such notice or by certified mail, return receipt requested, at the party's address indicated below. Any notice will be effective upon delivery in the case of personal delivery or three (3) weekdays after deposit in the mail, postage prepaid, in the case of delivery by mail. The names and -5-

addresses of persons to receive notice as stated in this Section may be changed by notice given in accordance with this Section. The addresses of the parties are as follows:
COMPANY: Bollinger Industries, Inc. Attn: Glenn D. Bollinger 602 Fountain Parkway Grand Prairie, Texas 75050 Telephone: 972-343-1122 Fax: 972-343-1199 Glenn D. Bollinger Bobby D. Bollinger 602 Fountain Parkway Grand Prairie, Texas 75050 Telephone: 972-343-1122 Fax: 972-343-1199

BOLLINGER:

addresses of persons to receive notice as stated in this Section may be changed by notice given in accordance with this Section. The addresses of the parties are as follows:
COMPANY: Bollinger Industries, Inc. Attn: Glenn D. Bollinger 602 Fountain Parkway Grand Prairie, Texas 75050 Telephone: 972-343-1122 Fax: 972-343-1199 Glenn D. Bollinger Bobby D. Bollinger 602 Fountain Parkway Grand Prairie, Texas 75050 Telephone: 972-343-1122 Fax: 972-343-1199 Holland, Johns, Schwartz & Penny, L.L.P. Attn: George T. Johns 306 West Seventh Street, Suite 500 Fort Worth, Texas 76102 Telephone: 817-335-1050 Fax: 817-332-3140 Goodkind, Labaton, Rudoff & Sucharow, LLP Attn: Thomas Dubbs 100 Park Avenue New York, New York 10017-5563 Telephone: 212-907-0871

BOLLINGER:

With Copy to:

GOODKIND:

Fax: 212-818-0477 3.02 FURTHER ACTIONS. At any time and from time to time, each party agrees, without further consideration, to take such actions and to execute and deliver such documents as may be reasonably necessary to effect the purposes of this Agreement. 3.03 MODIFICATION. This Agreement shall not be varied, altered, modified, changed or in any way amended except by an instrument in writing executed by all parties hereto. 3.04 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. 3.05 APPLICATION OF TEXAS LAW. The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Texas (without reference to the laws of another jurisdiction). The venue for all actions relating to this Agreement shall be in the United States District Court for the -6-

Northern District of Texas, Dallas Division or, if same is improper, in a Texas District Court sitting in Dallas County, Texas. This Agreement is signed by each party on the dates set forth below. If the Common Stock is delivered to Goodkind in accordance with the Stipulation, this Agreement shall be effective on the Effective Date.
COMPANY: BOLLINGER INDUSTRIES INC. By: --------------------------------Glenn D. Bollinger, CEO BOLLINGER: ---------------------------------

Northern District of Texas, Dallas Division or, if same is improper, in a Texas District Court sitting in Dallas County, Texas. This Agreement is signed by each party on the dates set forth below. If the Common Stock is delivered to Goodkind in accordance with the Stipulation, this Agreement shall be effective on the Effective Date.
COMPANY: BOLLINGER INDUSTRIES INC. By: --------------------------------Glenn D. Bollinger, CEO BOLLINGER: --------------------------------Glenn D. Bollinger

--------------------------------Bobby D. Bollinger GOODKIND: GOODKIND, LABATON, RUDOFF & SUCHAROW, LLP By: ----------------------------Name: --------------------------Title: As Agent for Lead Counsel and Class Members

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EXHIBIT 10.73 PATENT SETTLEMENT AGREEMENT This Patent Settlement Agreement (the "Settlement Agreement") is entered into by and between Precise (as defined below) and Bollinger (as defined below), and is effective as of the Effective Date (as defined below). WHEREAS, Precise owns the Patents (as defined below) and the Patents are valid and enforceable; WHEREAS, Bollinger uses, offers to sell, sells, and distributes the Products (as defined below) and the Patents read on the Products; WHEREAS, the parties to this Settlement Agreement desire to avoid the substantial expense which would be incurred in litigating any patent infringement claims; NOW THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, Precise and Bollinger do hereby represent, warrant, covenant and agree as follows: I. DEFINITIONS 1. "ACCUSED UNITS OF PRODUCT" shall mean the 400,000 units of Products (defined below) that Bollinger represents and warrants it has, marketed, sold, offered to sell or distributed from September 1, 1999 through the Effective Date, excluding the Current Inventory (defined below). 2. "BOLLINGER ACTION" shall mean Bollinger Industries, L.P., v. Precise Exercise Equipment, Inc., et al., Case No. 400-CV-0135-A in the United States District Court for the Northern District of Texas (the "Texas Court").

EXHIBIT 10.73 PATENT SETTLEMENT AGREEMENT This Patent Settlement Agreement (the "Settlement Agreement") is entered into by and between Precise (as defined below) and Bollinger (as defined below), and is effective as of the Effective Date (as defined below). WHEREAS, Precise owns the Patents (as defined below) and the Patents are valid and enforceable; WHEREAS, Bollinger uses, offers to sell, sells, and distributes the Products (as defined below) and the Patents read on the Products; WHEREAS, the parties to this Settlement Agreement desire to avoid the substantial expense which would be incurred in litigating any patent infringement claims; NOW THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, Precise and Bollinger do hereby represent, warrant, covenant and agree as follows: I. DEFINITIONS 1. "ACCUSED UNITS OF PRODUCT" shall mean the 400,000 units of Products (defined below) that Bollinger represents and warrants it has, marketed, sold, offered to sell or distributed from September 1, 1999 through the Effective Date, excluding the Current Inventory (defined below). 2. "BOLLINGER ACTION" shall mean Bollinger Industries, L.P., v. Precise Exercise Equipment, Inc., et al., Case No. 400-CV-0135-A in the United States District Court for the Northern District of Texas (the "Texas Court"). 1

3. "BOLLINGER" shall mean Bollinger Industries, Inc., a Delaware corporation, Bollinger Industries, L.P., a Texas limited partnership, and each of their respective directors, officers, stockholders, agents, employees, affiliates, subsidiaries, successors and assigns. 4. "CURRENT INVENTORY" shall mean the units of Products for which Bollinger has a non-cancelable purchase commitment or that are in the possession or control of Bollinger as of the Effective Date which Bollinger represents and warrants do not exceed Two Hundred Thousand (200,000) units. Bollinger shall have the right to market the Current Inventory only in accordance with the Limited Sell-off Right (as defined below). 5. "EFFECTIVE DATE" shall mean the date that this Settlement Agreement is fully executed by the parties. 6. "KMART ACTION" shall mean Precise Exercise Equipment, Inc., et al. v. KMart Corporation, et al., Case No. ED CV 00-312 RT (RCx) in the United States District Court for the Central District of California, Eastern Division (the "Court"). 7. "LIMITED SELL-OFF RIGHT" shall mean the limited right set forth in paragraph II.3 below whereby Precise grants Bollinger the limited right to market and sell-off its Current Inventory. 8. "PATENTS" shall mean U.S. Patent Nos. 5,492,520 and 5,577,987, any corresponding foreign patents and patent applications (a list of which is attached hereto as EXHIBIT A), and any patents which issue on any continuation, continuation-in-part, divisional or reissue applications thereof. 9. "PRECISE" shall mean Precise Exercise Equipment, Inc., a New Jersey corporation, and Fitness Innovations and Technologies (F.I.T.), Inc., a Delaware corporation, and each of their respective directors, officers, stockholders, agents, employees, affiliates, subsidiaries, successors and assigns. 2

3. "BOLLINGER" shall mean Bollinger Industries, Inc., a Delaware corporation, Bollinger Industries, L.P., a Texas limited partnership, and each of their respective directors, officers, stockholders, agents, employees, affiliates, subsidiaries, successors and assigns. 4. "CURRENT INVENTORY" shall mean the units of Products for which Bollinger has a non-cancelable purchase commitment or that are in the possession or control of Bollinger as of the Effective Date which Bollinger represents and warrants do not exceed Two Hundred Thousand (200,000) units. Bollinger shall have the right to market the Current Inventory only in accordance with the Limited Sell-off Right (as defined below). 5. "EFFECTIVE DATE" shall mean the date that this Settlement Agreement is fully executed by the parties. 6. "KMART ACTION" shall mean Precise Exercise Equipment, Inc., et al. v. KMart Corporation, et al., Case No. ED CV 00-312 RT (RCx) in the United States District Court for the Central District of California, Eastern Division (the "Court"). 7. "LIMITED SELL-OFF RIGHT" shall mean the limited right set forth in paragraph II.3 below whereby Precise grants Bollinger the limited right to market and sell-off its Current Inventory. 8. "PATENTS" shall mean U.S. Patent Nos. 5,492,520 and 5,577,987, any corresponding foreign patents and patent applications (a list of which is attached hereto as EXHIBIT A), and any patents which issue on any continuation, continuation-in-part, divisional or reissue applications thereof. 9. "PRECISE" shall mean Precise Exercise Equipment, Inc., a New Jersey corporation, and Fitness Innovations and Technologies (F.I.T.), Inc., a Delaware corporation, and each of their respective directors, officers, stockholders, agents, employees, affiliates, subsidiaries, successors and assigns. 2

10. "PRODUCTS" shall mean any and all abdominal exercise devices on which one or more of the Patents read and which have been manufactured, used, marketed, sold or distributed by Bollinger since September 1, 1999, including, but not limited to, the devices referred to as the "AbRock'It", the "AbRock'It Plus", and the "EZ Abs". 11. "STEP PRODUCT" shall mean all products covered by the Sublicense Agreement attached as Exhibit B. 12. "TERRA STAR" shall mean Terra Star, Inc., a Utah corporation. 13. "WALMART ACTION" shall mean Precise Exercise Equipment, Inc., et al. vs. Walmart Stores Incorporated, Case No. ED CV 00-881 RT (RCx) in the United States District Court for the Central District of California, Eastern Division. II. SETTLEMENT TERMS 1. WARRANTY REGARDING UNITS OF PRODUCT. Bollinger warrants it has not sold, manufactured, caused the manufacture of or distributed more than the 600,000 units of Products since September 1, 1999. Bollinger also warrants that this number of units of Product includes the Current Inventory, which consists of 200,000 units of Products. a. AUDIT. On the Effective Date and for 90 days thereafter, Bollinger shall provide Precise with the opportunity to inspect and audit the applicable records of Bollinger relating to the units of Product made, used, sold or distributed by Bollinger since September 1, 1999. b. SALES IN EXCESS OF ACCUSED UNITS OF PRODUCT AND THE CURRENT INVENTORY. Unless otherwise provided herein, Bollinger shall pay Precise a reasonable royalty rate of $4.50 per unit for each and every additional unit of Product manufactured, sold or 3

10. "PRODUCTS" shall mean any and all abdominal exercise devices on which one or more of the Patents read and which have been manufactured, used, marketed, sold or distributed by Bollinger since September 1, 1999, including, but not limited to, the devices referred to as the "AbRock'It", the "AbRock'It Plus", and the "EZ Abs". 11. "STEP PRODUCT" shall mean all products covered by the Sublicense Agreement attached as Exhibit B. 12. "TERRA STAR" shall mean Terra Star, Inc., a Utah corporation. 13. "WALMART ACTION" shall mean Precise Exercise Equipment, Inc., et al. vs. Walmart Stores Incorporated, Case No. ED CV 00-881 RT (RCx) in the United States District Court for the Central District of California, Eastern Division. II. SETTLEMENT TERMS 1. WARRANTY REGARDING UNITS OF PRODUCT. Bollinger warrants it has not sold, manufactured, caused the manufacture of or distributed more than the 600,000 units of Products since September 1, 1999. Bollinger also warrants that this number of units of Product includes the Current Inventory, which consists of 200,000 units of Products. a. AUDIT. On the Effective Date and for 90 days thereafter, Bollinger shall provide Precise with the opportunity to inspect and audit the applicable records of Bollinger relating to the units of Product made, used, sold or distributed by Bollinger since September 1, 1999. b. SALES IN EXCESS OF ACCUSED UNITS OF PRODUCT AND THE CURRENT INVENTORY. Unless otherwise provided herein, Bollinger shall pay Precise a reasonable royalty rate of $4.50 per unit for each and every additional unit of Product manufactured, sold or 3

distributed by Bollinger after September 1, 1999 in excess of the Accused Units of Product and the Current Inventory. 2. SETTLEMENT AMOUNT. In exchange for Precise settling and dismissing the Action on the terms stated in this Settlement Agreement, Bollinger has agreed to deliver consideration to Precise that the parties have valued at Four Dollars ($4.00) per Accused Product Unit. This consideration will be paid or delivered by Bollinger as follows: (1) on the Effective Date, Bollinger shall pay Precise by wire transfer or by certified check One Hundred Three Thousand Dollars ($103,000.00); (2) Bollinger shall, as expeditiously as possible, obtain any necessary authorization and approval and execute and deliver the Sublicense Agreement to Precise; (3) within nine (9) days after the Effective Date, Bollinger shall execute and deliver the Assignment Agreement to Precise; and (4) Bollinger shall perform its obligations under paragraph II.4 below. The payment and delivery of consideration by Bollinger to Precise under this Settlement Agreement are attributable to, among other things, the past manufacture, use, sale and distribution of the Product by Bollinger and compensation for the diminution in value to the business reputation, goodwill and customer relations of Precise. 3. LIMITED SELL-OFF RIGHT RE: CURRENT INVENTORY. After the Effective Date, Bollinger shall be entitled to market, sell and distribute its Current Inventory only on the following terms: a. LIMITED TO CURRENT INVENTORY. The Limited Sell-Off Right shall apply only to the marketing and sale of the Current Inventory for the purpose of fulfilling existing commitments from current Bollinger customers. The Current Inventory shall not exceed Two Hundred Thousand (200,000) units of Product. This Limited SellOff Right does not grant Bollinger any other right to manufacture, market, sell or distribute any other Products upon which one or more of the Patents read, nor does it permit Bollinger to market or sell any Products in excess of the Two Hundred Thousand (200,000) units of Product of the Current Inventory. 4

distributed by Bollinger after September 1, 1999 in excess of the Accused Units of Product and the Current Inventory. 2. SETTLEMENT AMOUNT. In exchange for Precise settling and dismissing the Action on the terms stated in this Settlement Agreement, Bollinger has agreed to deliver consideration to Precise that the parties have valued at Four Dollars ($4.00) per Accused Product Unit. This consideration will be paid or delivered by Bollinger as follows: (1) on the Effective Date, Bollinger shall pay Precise by wire transfer or by certified check One Hundred Three Thousand Dollars ($103,000.00); (2) Bollinger shall, as expeditiously as possible, obtain any necessary authorization and approval and execute and deliver the Sublicense Agreement to Precise; (3) within nine (9) days after the Effective Date, Bollinger shall execute and deliver the Assignment Agreement to Precise; and (4) Bollinger shall perform its obligations under paragraph II.4 below. The payment and delivery of consideration by Bollinger to Precise under this Settlement Agreement are attributable to, among other things, the past manufacture, use, sale and distribution of the Product by Bollinger and compensation for the diminution in value to the business reputation, goodwill and customer relations of Precise. 3. LIMITED SELL-OFF RIGHT RE: CURRENT INVENTORY. After the Effective Date, Bollinger shall be entitled to market, sell and distribute its Current Inventory only on the following terms: a. LIMITED TO CURRENT INVENTORY. The Limited Sell-Off Right shall apply only to the marketing and sale of the Current Inventory for the purpose of fulfilling existing commitments from current Bollinger customers. The Current Inventory shall not exceed Two Hundred Thousand (200,000) units of Product. This Limited SellOff Right does not grant Bollinger any other right to manufacture, market, sell or distribute any other Products upon which one or more of the Patents read, nor does it permit Bollinger to market or sell any Products in excess of the Two Hundred Thousand (200,000) units of Product of the Current Inventory. 4

b. ROYALTY AND TERMINATION DATE. Bollinger shall pay Precise a royalty equal to Two Dollars and Fifty Cents ($2.50) per unit of Current Inventory [Product] sold or distributed pursuant to the Limited Sell-Off Right (the "Sell-Off Royalty"). Bollinger shall pay Precise all such royalty payments on a monthly basis by wire transfer or by cashier's check for all units of Product which Bollinger has shipped to any customer in the immediately preceding month. Sell-Off Royalties shall be paid within ten (10) days following the end of the month for which they are due. The Sell-Off Royalty shall be paid on all Products shipped from November 1, 2000 through the termination of the Limited Sell-Off Right. The Limited Sell-Off Right shall terminate on March 1, 2001. c. REPORTING REQUIREMENT. Bollinger shall supply Precise on a monthly basis with a written accounting of all units of Product sold from the Current Inventory by customer account. This accounting shall be supplied with the Sell-Off Royalty payment for the relevant month. At Precise's request, Bollinger shall supply Precise with copies of such documents that permit Precise to verify the number of units of Product sold by Bollinger, including all purchase orders, bills of lading, and shipping documentation. d. PATENT NOTICE. Bollinger agrees that prior to selling any Current Inventory after the Effective Date it will apply a label indicating that the unit is covered by the Patents. For Current Inventory Products that are already packaged, the label may be applied to the packaging. For Current Inventory Products that have not yet been packaged, the label shall be applied to the Product. Such label shall be substantially in the following form: U.S. Patent Nos.:

5,492,520 5,577,987 5

and shall be of a size and in a location such that a user can readily locate and read it and shall be of a quality such that it will remain affixed to the unit or packaging as appropriate through normal usage.

b. ROYALTY AND TERMINATION DATE. Bollinger shall pay Precise a royalty equal to Two Dollars and Fifty Cents ($2.50) per unit of Current Inventory [Product] sold or distributed pursuant to the Limited Sell-Off Right (the "Sell-Off Royalty"). Bollinger shall pay Precise all such royalty payments on a monthly basis by wire transfer or by cashier's check for all units of Product which Bollinger has shipped to any customer in the immediately preceding month. Sell-Off Royalties shall be paid within ten (10) days following the end of the month for which they are due. The Sell-Off Royalty shall be paid on all Products shipped from November 1, 2000 through the termination of the Limited Sell-Off Right. The Limited Sell-Off Right shall terminate on March 1, 2001. c. REPORTING REQUIREMENT. Bollinger shall supply Precise on a monthly basis with a written accounting of all units of Product sold from the Current Inventory by customer account. This accounting shall be supplied with the Sell-Off Royalty payment for the relevant month. At Precise's request, Bollinger shall supply Precise with copies of such documents that permit Precise to verify the number of units of Product sold by Bollinger, including all purchase orders, bills of lading, and shipping documentation. d. PATENT NOTICE. Bollinger agrees that prior to selling any Current Inventory after the Effective Date it will apply a label indicating that the unit is covered by the Patents. For Current Inventory Products that are already packaged, the label may be applied to the packaging. For Current Inventory Products that have not yet been packaged, the label shall be applied to the Product. Such label shall be substantially in the following form: U.S. Patent Nos.:

5,492,520 5,577,987 5

and shall be of a size and in a location such that a user can readily locate and read it and shall be of a quality such that it will remain affixed to the unit or packaging as appropriate through normal usage. e. NO ASSIGNMENT OR SUB-LICENSE. This Limited Sell-Off Right is particular to Bollinger, and Bollinger may not assign, sub-license, pledge, mortgage or otherwise encumber it, in whole or in part, except as expressly consented to by Precise in advance in writing and except to the extent of loan agreements. f. INDEMNIFICATION FOR CURRENT INVENTORY. Bollinger agrees that it will defend and indemnify Precise with respect to any claims, damages or causes of action that may be asserted against Precise arising out of or relating to Bollinger's manufacture, use, sale or distribution of Products. Bollinger further agrees that it will maintain product liability insurance of not less than One Million Dollars per occurrence for a period of three years and that it will add Precise as an additional insured to such policies. 4. NOTIFICATION AND TRANSFER OF RETAIL ACCOUNTS. Within 10 days of the Effective Date, Bollinger shall notify its retail customer accounts, including but not limited to Walmart, KMart, Modell's, The Sports Authority and QVC, that the Products will be available for purchase from Bollinger only until the Current Inventory is exhausted and that following March 1, 2001 the Products will no longer be available for purchase from Bollinger. Bollinger shall also notify all its current retail customer accounts that the Products, and any other product covered by the claims of the Patents, may be purchased from Precise and/or its authorized representative, Terra Star. After the Effective Date, but subject to the Limited Sell-Off Right, Bollinger shall direct all customer inquiries for purchase of the Products to Precise. a. TRANSITION TO TERRA STAR. Bollinger shall use all reasonable efforts to effectuate the transition of its current retail customer accounts (including Walmart, KMart, 6

Modell's, The Sports Authority and QVC) for the Products to Terra Star. Such efforts shall include, but shall not be limited to: meetings, conferences, telephone calls and written correspondence with buyers, representatives or

and shall be of a size and in a location such that a user can readily locate and read it and shall be of a quality such that it will remain affixed to the unit or packaging as appropriate through normal usage. e. NO ASSIGNMENT OR SUB-LICENSE. This Limited Sell-Off Right is particular to Bollinger, and Bollinger may not assign, sub-license, pledge, mortgage or otherwise encumber it, in whole or in part, except as expressly consented to by Precise in advance in writing and except to the extent of loan agreements. f. INDEMNIFICATION FOR CURRENT INVENTORY. Bollinger agrees that it will defend and indemnify Precise with respect to any claims, damages or causes of action that may be asserted against Precise arising out of or relating to Bollinger's manufacture, use, sale or distribution of Products. Bollinger further agrees that it will maintain product liability insurance of not less than One Million Dollars per occurrence for a period of three years and that it will add Precise as an additional insured to such policies. 4. NOTIFICATION AND TRANSFER OF RETAIL ACCOUNTS. Within 10 days of the Effective Date, Bollinger shall notify its retail customer accounts, including but not limited to Walmart, KMart, Modell's, The Sports Authority and QVC, that the Products will be available for purchase from Bollinger only until the Current Inventory is exhausted and that following March 1, 2001 the Products will no longer be available for purchase from Bollinger. Bollinger shall also notify all its current retail customer accounts that the Products, and any other product covered by the claims of the Patents, may be purchased from Precise and/or its authorized representative, Terra Star. After the Effective Date, but subject to the Limited Sell-Off Right, Bollinger shall direct all customer inquiries for purchase of the Products to Precise. a. TRANSITION TO TERRA STAR. Bollinger shall use all reasonable efforts to effectuate the transition of its current retail customer accounts (including Walmart, KMart, 6

Modell's, The Sports Authority and QVC) for the Products to Terra Star. Such efforts shall include, but shall not be limited to: meetings, conferences, telephone calls and written correspondence with buyers, representatives or other necessary personnel at each respective retail account; providing consultations regarding warehousing, handling, manufacturing and marketing of the Products; providing information to Terra Star regarding Bollinger's retail customer accounts including monthly shipment information by account, invoice selling price to each account, and future forecast reports by each account; and, for a period of 6 months after the Effective Date, providing Terra Star with any other information or reasonable assistance for the purpose of effectuating the transition of Bollinger's current retail customer accounts for the Products to Terra Star. b. RETAILER COMMITMENTS. Bollinger shall assist Terra Star to obtain commitments from Bollinger's current retailer customers for Terra Star to continue to supply the Product, or a similar product covered by the Patents, to such retailers for calendar years 2001-2002. c. KMART SHELF SPACE AGREEMENT. If requested by KMart as a condition for Terra Star sales of the Products under this paragraph 4 to KMart, Bollinger will release rights to its shelf space as provided for in Bollinger's current marketing agreement with KMart. d. RELEASE. Upon Bollinger's payment to Precise of the $103,000 provided for in paragraph II.2 above, the delivery of a fully executed copy of the Sublicense Agreement, the delivery of a fully executed copy of the Assignment Agreement, and Precise's or Terra Star's receipt of an order from each of KMart and Walmart for any product covered by the Patents, Precise shall completely release Bollinger and its customers, including but not limited to KMart and Walmart, from all claims, actions and causes of action arising from Bollinger's past sales of Product, and Bollinger shall completely release Precise from all claims, actions, and causes 7

of action arising out of or relating to the dispute over the Patents. This Release shall be effective with respect to the sale or distribution of Current Inventory only to the extent the royalties on such Products set forth herein have been paid by Bollinger to Precise.

Modell's, The Sports Authority and QVC) for the Products to Terra Star. Such efforts shall include, but shall not be limited to: meetings, conferences, telephone calls and written correspondence with buyers, representatives or other necessary personnel at each respective retail account; providing consultations regarding warehousing, handling, manufacturing and marketing of the Products; providing information to Terra Star regarding Bollinger's retail customer accounts including monthly shipment information by account, invoice selling price to each account, and future forecast reports by each account; and, for a period of 6 months after the Effective Date, providing Terra Star with any other information or reasonable assistance for the purpose of effectuating the transition of Bollinger's current retail customer accounts for the Products to Terra Star. b. RETAILER COMMITMENTS. Bollinger shall assist Terra Star to obtain commitments from Bollinger's current retailer customers for Terra Star to continue to supply the Product, or a similar product covered by the Patents, to such retailers for calendar years 2001-2002. c. KMART SHELF SPACE AGREEMENT. If requested by KMart as a condition for Terra Star sales of the Products under this paragraph 4 to KMart, Bollinger will release rights to its shelf space as provided for in Bollinger's current marketing agreement with KMart. d. RELEASE. Upon Bollinger's payment to Precise of the $103,000 provided for in paragraph II.2 above, the delivery of a fully executed copy of the Sublicense Agreement, the delivery of a fully executed copy of the Assignment Agreement, and Precise's or Terra Star's receipt of an order from each of KMart and Walmart for any product covered by the Patents, Precise shall completely release Bollinger and its customers, including but not limited to KMart and Walmart, from all claims, actions and causes of action arising from Bollinger's past sales of Product, and Bollinger shall completely release Precise from all claims, actions, and causes 7

of action arising out of or relating to the dispute over the Patents. This Release shall be effective with respect to the sale or distribution of Current Inventory only to the extent the royalties on such Products set forth herein have been paid by Bollinger to Precise. 5. ADMISSION OF VALIDITY AND ENFORCEABILITY OF PATENTS. Bollinger admits that the Patents are valid and enforceable and that one or more of the claims of U.S. Patent No. 5,577,987 read on each of the Products. Bollinger covenants and agrees not to take any action to contest the validity or enforceability of the Patents. Bollinger also covenants and agrees to abstain from manufacturing, offering to sell, selling, using or distributing the Products and any and all colorable imitations thereof, except as provided in this Settlement Agreement. 6. AGREEMENT TO RESPECT PATENTS. Bollinger covenants and agrees not to take any action or assist any other party in taking any action to contest the validity of the Patents or to dispute infringement of the Products on the Patents, unless required by subpoena or other compulsory process. 7. STIPULATION OF DISMISSAL. Within ten (10) court days of the Effective Date, Precise shall execute and, upon execution by Bollinger, shall file with the Court a Stipulation of Dismissal dismissing the KMart Action without prejudice. Within ten (10) court days of the Effective Date, Precise shall file with the Court a Voluntary Dismissal of the Walmart Action without prejudice. Within ten (10) court days of the Effective Date, Bollinger shall execute and, upon execution by Precise, shall file with the Texas Court a Stipulation of Dismissal dismissing the Bollinger Action with prejudice. Upon Bollinger's payment to Precise of the $103,000 provided for in paragraph II.2 above, the delivery of a fully executed Sublicense Agreement, the delivery of a fully executed Assignment Agreement, and Precise's or Terra Star's receipt of an order from each of KMart and Walmart for any product covered by the Patents, Precise shall (i) execute and, upon execution by Bollinger, shall file with the Court an Amended Stipulation of Dismissal dismissing the 8

KMart Action with prejudice and (ii). file with the Court an Amended Voluntary Dismissal dismissing the Walmart Action with prejudice.

of action arising out of or relating to the dispute over the Patents. This Release shall be effective with respect to the sale or distribution of Current Inventory only to the extent the royalties on such Products set forth herein have been paid by Bollinger to Precise. 5. ADMISSION OF VALIDITY AND ENFORCEABILITY OF PATENTS. Bollinger admits that the Patents are valid and enforceable and that one or more of the claims of U.S. Patent No. 5,577,987 read on each of the Products. Bollinger covenants and agrees not to take any action to contest the validity or enforceability of the Patents. Bollinger also covenants and agrees to abstain from manufacturing, offering to sell, selling, using or distributing the Products and any and all colorable imitations thereof, except as provided in this Settlement Agreement. 6. AGREEMENT TO RESPECT PATENTS. Bollinger covenants and agrees not to take any action or assist any other party in taking any action to contest the validity of the Patents or to dispute infringement of the Products on the Patents, unless required by subpoena or other compulsory process. 7. STIPULATION OF DISMISSAL. Within ten (10) court days of the Effective Date, Precise shall execute and, upon execution by Bollinger, shall file with the Court a Stipulation of Dismissal dismissing the KMart Action without prejudice. Within ten (10) court days of the Effective Date, Precise shall file with the Court a Voluntary Dismissal of the Walmart Action without prejudice. Within ten (10) court days of the Effective Date, Bollinger shall execute and, upon execution by Precise, shall file with the Texas Court a Stipulation of Dismissal dismissing the Bollinger Action with prejudice. Upon Bollinger's payment to Precise of the $103,000 provided for in paragraph II.2 above, the delivery of a fully executed Sublicense Agreement, the delivery of a fully executed Assignment Agreement, and Precise's or Terra Star's receipt of an order from each of KMart and Walmart for any product covered by the Patents, Precise shall (i) execute and, upon execution by Bollinger, shall file with the Court an Amended Stipulation of Dismissal dismissing the 8

KMart Action with prejudice and (ii). file with the Court an Amended Voluntary Dismissal dismissing the Walmart Action with prejudice. 8. CONSENT TO INJUNCTION. Bollinger covenants and agrees to abstain from manufacturing, offering to sell, selling, using or distributing the Products and any and all colorable imitations thereof, in the United States and in such other countries where Precise has patent protection (including those countries listed on EXHIBIT A hereto), except as provided in this Settlement Agreement or otherwise authorized by Precise in writing. Bollinger acknowledges that a breach of this paragraph would not be remediable by monetary damages alone, but would require equitable relief, including injunctive relief that bars Bollinger from (i) making, using, offering to sell, selling, or distributing any device in the United States and in those other countries where Precise has patent protection which infringes Precise's Patent rights, including the Products and any and all colorable imitations thereof; (ii) inducing infringement of Precise's Patent rights; and (iii) marketing or distributing any advertising, promotional materials or packaging bearing any photograph or graphic artwork of any device that infringes Precise's Patent rights, including the Products and any and all colorable imitations thereof. Bollinger hereby consents to the entry of such an injunction upon a sufficient showing by Precise that Bollinger is manufacturing, using, marketing, selling or distributing in the United States and in such other countries where Precise has patent protection any abdominal exercise Product upon which one or more of the Patents reads, except as authorized by this Settlement Agreement or otherwise authorized by Precise in writing. 9. ASSIGNMENT OF RIGHTS TO PRODUCTS AND PROMOTIONAL MATERIALS. As of the Effective Date, but subject to the Sell-Off Rights, Bollinger shall assign and transfer to Precise its entire right, title and interest in intellectual property related to the Products (including but not limited to any trademark, servicemark, trade dress, or patent rights Bollinger may have in or relating to the Products and all marketing and promotional materials). A fully executed Assignment Agreement shall be delivered to Precise within nine (9) days after the Effective Date. 9

KMart Action with prejudice and (ii). file with the Court an Amended Voluntary Dismissal dismissing the Walmart Action with prejudice. 8. CONSENT TO INJUNCTION. Bollinger covenants and agrees to abstain from manufacturing, offering to sell, selling, using or distributing the Products and any and all colorable imitations thereof, in the United States and in such other countries where Precise has patent protection (including those countries listed on EXHIBIT A hereto), except as provided in this Settlement Agreement or otherwise authorized by Precise in writing. Bollinger acknowledges that a breach of this paragraph would not be remediable by monetary damages alone, but would require equitable relief, including injunctive relief that bars Bollinger from (i) making, using, offering to sell, selling, or distributing any device in the United States and in those other countries where Precise has patent protection which infringes Precise's Patent rights, including the Products and any and all colorable imitations thereof; (ii) inducing infringement of Precise's Patent rights; and (iii) marketing or distributing any advertising, promotional materials or packaging bearing any photograph or graphic artwork of any device that infringes Precise's Patent rights, including the Products and any and all colorable imitations thereof. Bollinger hereby consents to the entry of such an injunction upon a sufficient showing by Precise that Bollinger is manufacturing, using, marketing, selling or distributing in the United States and in such other countries where Precise has patent protection any abdominal exercise Product upon which one or more of the Patents reads, except as authorized by this Settlement Agreement or otherwise authorized by Precise in writing. 9. ASSIGNMENT OF RIGHTS TO PRODUCTS AND PROMOTIONAL MATERIALS. As of the Effective Date, but subject to the Sell-Off Rights, Bollinger shall assign and transfer to Precise its entire right, title and interest in intellectual property related to the Products (including but not limited to any trademark, servicemark, trade dress, or patent rights Bollinger may have in or relating to the Products and all marketing and promotional materials). A fully executed Assignment Agreement shall be delivered to Precise within nine (9) days after the Effective Date. 9

10. RIGHTS TO THE STEP PRODUCT. Effective as of the Effective Date, Bollinger will sublicense to Precise rights under certain intellectual property relating to the STEP Product as set forth in the Sublicense Agreement attached hereto as Exhibit B. Bollinger agrees that it will use its best efforts to obtain from the Step Company as soon as possible any authorization or permission that may be required to permit Bollinger to grant the sublicense provided by the Sublicense Agreement. III. GENERAL PROVISIONS 1. ATTORNEYS' FEES AND COSTS. In any action involving any controversy, claim or dispute between or among the parties hereto, arising out of the interpretation or enforcement of this Settlement Agreement or any of its terms, the prevailing party or parties shall be entitled to recover its reasonable attorneys' fees and costs from the other party or parties. 2. AUTHORITY. Each signatory hereto represents and warrants that it has the full power and authority to execute, deliver, and perform this Settlement Agreement. 3. CHOICE OF LAW AND JURISDICTION. This Settlement Agreement, including its existence, validity, construction and operational effect, shall be governed by the substantive laws of the State of California without regard to choice of law principles. The parties hereto hereby consent to the jurisdiction of the courts of the State of California including the Federal Courts located therein. The parties hereto also hereby agree that the venue for any dispute or action arising from this Settlement Agreement shall be in the courts of the State of California and the Federal Courts located therein (Central District). 4. CONFIDENTIALITY. This Settlement Agreement shall be kept confidential, but may disclosed to Terra Star or as reasonably required by normal business operations. 10

10. RIGHTS TO THE STEP PRODUCT. Effective as of the Effective Date, Bollinger will sublicense to Precise rights under certain intellectual property relating to the STEP Product as set forth in the Sublicense Agreement attached hereto as Exhibit B. Bollinger agrees that it will use its best efforts to obtain from the Step Company as soon as possible any authorization or permission that may be required to permit Bollinger to grant the sublicense provided by the Sublicense Agreement. III. GENERAL PROVISIONS 1. ATTORNEYS' FEES AND COSTS. In any action involving any controversy, claim or dispute between or among the parties hereto, arising out of the interpretation or enforcement of this Settlement Agreement or any of its terms, the prevailing party or parties shall be entitled to recover its reasonable attorneys' fees and costs from the other party or parties. 2. AUTHORITY. Each signatory hereto represents and warrants that it has the full power and authority to execute, deliver, and perform this Settlement Agreement. 3. CHOICE OF LAW AND JURISDICTION. This Settlement Agreement, including its existence, validity, construction and operational effect, shall be governed by the substantive laws of the State of California without regard to choice of law principles. The parties hereto hereby consent to the jurisdiction of the courts of the State of California including the Federal Courts located therein. The parties hereto also hereby agree that the venue for any dispute or action arising from this Settlement Agreement shall be in the courts of the State of California and the Federal Courts located therein (Central District). 4. CONFIDENTIALITY. This Settlement Agreement shall be kept confidential, but may disclosed to Terra Star or as reasonably required by normal business operations. 10

5. COUNTERPARTS; INTEGRATION CLAUSE AND MODIFICATION. This Settlement Agreement may be executed in counterparts and may include exhibits and attachments. All counterparts, exhibits and attachments shall constitute one agreement binding on the each of the parties to which they pertain. This Settlement Agreement contains the entire agreement of the parties hereto pertaining to the settlement of the Action and fully supersedes all prior agreements, understandings and/or discussions between the parties hereto pertaining to the subject matter hereof. This Settlement Agreement may not be amended, nor any of its provisions waived, except by a writing executed in like manner by the parties. 6. FURTHER ASSURANCES. Without further consideration, the parties hereby covenant and agree to execute such instruments, documents, pleadings and statements, and to take such further action, as may be reasonably necessary to effectuate and/or further the purposes of this Settlement Agreement or any of its terms or conditions, including, but not limited to, executing and/or consenting to any and all motions to the court presiding over the KMart Action, the Walmart Action or the Bollinger Action for the purpose of dismissing those actions, or any other such matter as may be reasonably required to effectuate this Settlement Agreement or any of its terms and/or conditions. The parties also agree not to take any action that would conflict with the provisions of this Settlement Agreement and the transactions contemplated herein. 7. INTEGRATION CLAUSE AND MODIFICATION. This Settlement Agreement and the exhibits and annexes referenced herein contain the entire agreement of the parties hereto pertaining to the settlement of the KMart Action, the Walmart Action and the Bollinger Action. This Settlement Agreement fully supersedes all prior agreements, understandings and/or discussions between the parties hereto pertaining to the subject matter hereof, and no change in, modification of, or addition, amendment or supplement hereto shall be valid unless set forth in writing signed by each of the parties hereto following the signing of this Settlement Agreement. 11

8. MUTUAL DRAFTING. The parties hereto participated equally in the preparation of this Settlement Agreement; accordingly, any claimed ambiguity should not be construed for or against any party.

5. COUNTERPARTS; INTEGRATION CLAUSE AND MODIFICATION. This Settlement Agreement may be executed in counterparts and may include exhibits and attachments. All counterparts, exhibits and attachments shall constitute one agreement binding on the each of the parties to which they pertain. This Settlement Agreement contains the entire agreement of the parties hereto pertaining to the settlement of the Action and fully supersedes all prior agreements, understandings and/or discussions between the parties hereto pertaining to the subject matter hereof. This Settlement Agreement may not be amended, nor any of its provisions waived, except by a writing executed in like manner by the parties. 6. FURTHER ASSURANCES. Without further consideration, the parties hereby covenant and agree to execute such instruments, documents, pleadings and statements, and to take such further action, as may be reasonably necessary to effectuate and/or further the purposes of this Settlement Agreement or any of its terms or conditions, including, but not limited to, executing and/or consenting to any and all motions to the court presiding over the KMart Action, the Walmart Action or the Bollinger Action for the purpose of dismissing those actions, or any other such matter as may be reasonably required to effectuate this Settlement Agreement or any of its terms and/or conditions. The parties also agree not to take any action that would conflict with the provisions of this Settlement Agreement and the transactions contemplated herein. 7. INTEGRATION CLAUSE AND MODIFICATION. This Settlement Agreement and the exhibits and annexes referenced herein contain the entire agreement of the parties hereto pertaining to the settlement of the KMart Action, the Walmart Action and the Bollinger Action. This Settlement Agreement fully supersedes all prior agreements, understandings and/or discussions between the parties hereto pertaining to the subject matter hereof, and no change in, modification of, or addition, amendment or supplement hereto shall be valid unless set forth in writing signed by each of the parties hereto following the signing of this Settlement Agreement. 11

8. MUTUAL DRAFTING. The parties hereto participated equally in the preparation of this Settlement Agreement; accordingly, any claimed ambiguity should not be construed for or against any party. 9. NOTICES. All notices and other communications pertaining hereto shall be in writing and shall be deemed to have been given when delivered personally or five (5) days after being mailed, certified or registered mail, return receipt requested, postage prepaid, to the respective addresses set forth immediately opposite the signatures of the parties hereto or to such other address or addresses as any of them may from time to time in writing designate hereunder. 10. SEVERABILITY. In the event any provision of this Settlement Agreement is found by a court of competent jurisdiction to be invalid or prohibited by law, such provision shall be revised by said court to the extent, and only to the extent, necessary to render such provision valid, shall be ineffective only to the extent of such prohibition or invalidity, and shall not invalidate or otherwise render ineffective any of the remaining terms and conditions of this Settlement Agreement provided any provision held to be invalid or prohibited by law is not essential to the parties' enjoyment of the economic benefits contemplated by this Agreement. 11. SUCCESSORS AND ASSIGNS. This Settlement Agreement shall be binding upon and shall inure to the benefit of the successors, heirs and assigns of the parties hereto. Bollinger, however, shall not have the right to assign any right or obligation created in this Settlement Agreement to any other party, including any third party, without the express written consent of Precise. Any attempt to assign or transfer any right or obligation under the Agreement in violation of this provision shall be null and void. 12. WAIVER, MODIFICATION AND AMENDMENT. The failure of any party to insist at any time upon the strict performance of any provision, term or condition of this Settlement Agreement or to act upon or exercise any right or remedy available or possibly available 12

to such party, whether hereunder, at law or in equity, shall not be interpreted as a waiver, modification, or amendment of any such provision, right or remedy unless specifically expressed in writing signed by such party.

8. MUTUAL DRAFTING. The parties hereto participated equally in the preparation of this Settlement Agreement; accordingly, any claimed ambiguity should not be construed for or against any party. 9. NOTICES. All notices and other communications pertaining hereto shall be in writing and shall be deemed to have been given when delivered personally or five (5) days after being mailed, certified or registered mail, return receipt requested, postage prepaid, to the respective addresses set forth immediately opposite the signatures of the parties hereto or to such other address or addresses as any of them may from time to time in writing designate hereunder. 10. SEVERABILITY. In the event any provision of this Settlement Agreement is found by a court of competent jurisdiction to be invalid or prohibited by law, such provision shall be revised by said court to the extent, and only to the extent, necessary to render such provision valid, shall be ineffective only to the extent of such prohibition or invalidity, and shall not invalidate or otherwise render ineffective any of the remaining terms and conditions of this Settlement Agreement provided any provision held to be invalid or prohibited by law is not essential to the parties' enjoyment of the economic benefits contemplated by this Agreement. 11. SUCCESSORS AND ASSIGNS. This Settlement Agreement shall be binding upon and shall inure to the benefit of the successors, heirs and assigns of the parties hereto. Bollinger, however, shall not have the right to assign any right or obligation created in this Settlement Agreement to any other party, including any third party, without the express written consent of Precise. Any attempt to assign or transfer any right or obligation under the Agreement in violation of this provision shall be null and void. 12. WAIVER, MODIFICATION AND AMENDMENT. The failure of any party to insist at any time upon the strict performance of any provision, term or condition of this Settlement Agreement or to act upon or exercise any right or remedy available or possibly available 12

to such party, whether hereunder, at law or in equity, shall not be interpreted as a waiver, modification, or amendment of any such provision, right or remedy unless specifically expressed in writing signed by such party. IN WITNESS WHEREOF, the parties have caused this Settlement Agreement to be duly executed as of the date set forth in the signature lines below. PRECISE EXERCISE EQUIPMENT, INC.
500 International Drive Suite 300 Mt. Olive, New Jersey 07828

---------------------------By: Its: Date: ------------------------

FITNESS INNOVATIONS AND TECHNOLOGIES (F.I.T.), INC.
500 International Drive Suite 300 Mt. Olive, New Jersey 07828

---------------------------By: Its: Date: ------------------------

BOLLINGER INDUSTRIES, INC. 602 Fountain Parkway ---------------------------- Grand Prairie, Texas 75050 By: Its: Date:

to such party, whether hereunder, at law or in equity, shall not be interpreted as a waiver, modification, or amendment of any such provision, right or remedy unless specifically expressed in writing signed by such party. IN WITNESS WHEREOF, the parties have caused this Settlement Agreement to be duly executed as of the date set forth in the signature lines below. PRECISE EXERCISE EQUIPMENT, INC.
500 International Drive Suite 300 Mt. Olive, New Jersey 07828

---------------------------By: Its: Date: ------------------------

FITNESS INNOVATIONS AND TECHNOLOGIES (F.I.T.), INC.
500 International Drive Suite 300 Mt. Olive, New Jersey 07828

---------------------------By: Its: Date: ------------------------

BOLLINGER INDUSTRIES, INC. 602 Fountain Parkway ---------------------------- Grand Prairie, Texas 75050 By: Its: Date: 13

EXHIBIT A PATENTS U.S. Patent No. 5,492,520 U.S. Patent No. 5,577,987 European Patent No. EP 0717 649 B1 i

EXHIBIT 11 STATEMENT REGARDING COMPUTATION OF PER SHARE DATA
YEARS ENDED MARCH 31, -----------------------------------------2001 2000 1999 ---------------------------------$ 1,008,351 $ (570,733) $ (7,497,657) ============ ============ ============

Net earnings (loss)

Per share data:

Basic earnings (loss) per share

$ 0.23 ============

$ (0.13) ============

$ (1.79) ============

EXHIBIT A PATENTS U.S. Patent No. 5,492,520 U.S. Patent No. 5,577,987 European Patent No. EP 0717 649 B1 i

EXHIBIT 11 STATEMENT REGARDING COMPUTATION OF PER SHARE DATA
YEARS ENDED MARCH 31, -----------------------------------------2001 2000 1999 ---------------------------------$ 1,008,351 $ (570,733) $ (7,497,657) ============ ============ ============

Net earnings (loss)

Per share data:

Basic earnings (loss) per share

$ 0.23 ============ $ 0.23 ============ $ 0.23 ============

$ (0.13) ============ $ (0.13) ============ $ (0.13) ============

$ (1.79) ============ $ (1.79) ============ $ (1.79) ============

Dilutive earnings (loss) per share

Net earnings (loss) per share

Shares used in the calculation of per share amounts: Weighted average basic common shares Dilutive impact of stock options 4,373,116 ------------4,373,116 ============ 4,400,210 ------------4,400,210 ============ 4,178,840 ------------4,178,840 ============

Weighted average diluted common shares

There were no dilutive options during the years ended March 31, 2001, 2000 and 1999.

EXHIBIT 21 SUBSIDIARIES OF BOLLINGER INDUSTRIES, INC.
SUBSIDIARY ---------Bollinger Operating Corp. Bollinger Holding Corp. C.G. Products, Inc. NBF, Inc. Bollinger Industries, L. P. (Indirect) JURISDICTION OF ORGANIZATION ---------------------------Nevada Delaware California Georgia Texas

EXHIBIT 11 STATEMENT REGARDING COMPUTATION OF PER SHARE DATA
YEARS ENDED MARCH 31, -----------------------------------------2001 2000 1999 ---------------------------------$ 1,008,351 $ (570,733) $ (7,497,657) ============ ============ ============

Net earnings (loss)

Per share data:

Basic earnings (loss) per share

$ 0.23 ============ $ 0.23 ============ $ 0.23 ============

$ (0.13) ============ $ (0.13) ============ $ (0.13) ============

$ (1.79) ============ $ (1.79) ============ $ (1.79) ============

Dilutive earnings (loss) per share

Net earnings (loss) per share

Shares used in the calculation of per share amounts: Weighted average basic common shares Dilutive impact of stock options 4,373,116 ------------4,373,116 ============ 4,400,210 ------------4,400,210 ============ 4,178,840 ------------4,178,840 ============

Weighted average diluted common shares

There were no dilutive options during the years ended March 31, 2001, 2000 and 1999.

EXHIBIT 21 SUBSIDIARIES OF BOLLINGER INDUSTRIES, INC.
SUBSIDIARY ---------Bollinger Operating Corp. Bollinger Holding Corp. C.G. Products, Inc. NBF, Inc. Bollinger Industries, L. P. (Indirect) JURISDICTION OF ORGANIZATION ---------------------------Nevada Delaware California Georgia Texas

EXHIBIT 21 SUBSIDIARIES OF BOLLINGER INDUSTRIES, INC.
SUBSIDIARY ---------Bollinger Operating Corp. Bollinger Holding Corp. C.G. Products, Inc. NBF, Inc. Bollinger Industries, L. P. (Indirect) JURISDICTION OF ORGANIZATION ---------------------------Nevada Delaware California Georgia Texas