SETTLEMENT AGREEMENT
This Agreement is made and entered into this _________________ day of
_______________, 2000 by and among:
Bollinger Industries, L.P, ("Bollinger"), a limited partnership
organized and existing under the laws of the State of Texas and having a
principal place of business in Grand Prairie, Texas;
The Step Company ("Step"), a corporation organized and existing under
the laws of the State of Georgia and having a principal place of business in
Marietta, Georgia; and
Dynamic International, Ltd. ("Dynamic"), a corporation organized and
existing under the laws of the State of Nevada and having its principal place of
business in Brooklyn, N.Y.
WITNESSETH:
WHEREAS, Step is the owner of U.S. Patent No. 5,318,489 (hereinafter
the '489 patent) entitled "Adjustable Stepping Structure for Aerobic Exercise,"
issued to Irwin on June 7, 1994, Bollinger is the exclusive licensee of the '489
patent;
WHEREAS, Bollinger is the owner of U.S. Patent No. 5,213,554
(hereinafter the '554 patent) entitled "Stepping Device" and issued to Goldstein
et al. on May 25, 1993;
WHEREAS, Bollinger is the owner of U.S. Patent No. 5,169,360
(hereinafter the '360 patent) entitled "Aerobic Step Device," issued to Saunders
on December 8, 1992;
WHEREAS, Bollinger and Step have filed an action, Civil Action No.
499-CV-0612L; Bollinger Industries, L.P. v. Dynamic International, Ltd.
(hereinafter the "Civil Action") in the United States District Court, Northern
District of Texas, Fort Worth Division,
<PAGE>
alleging infringement of the '489,'554, and '360 patents, by Dynamic through
manufacture, sale and/or offers to sell the Kathy Ireland's Fitness Shop Aerobic
Step;
WHEREAS, Dynamic has counterclaimed in the Civil Action; and
WHEREAS, the parties desire to compromise and settle such Civil Action
and to further resolve the differences between them;
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
REPRESENTATIONS
1. Dynamic represents that:
(a) Dynamic has obtained a total revenue of approximately $4,000,000
(four million dollars) from sales from of Kathy Ireland Fitness Shop Steps and
from other steps that incorporate the same contested design, including aerobic
steps sold under the names "Shape Shop" and "Spalding" (hereinafter the
"Contested Step Design"), Dynamic's average sales price for the steps having the
Contested Step Design has been approximately $12.00.
(b) As of May 1, 2000, Dynamic has existing saleable fitness inventory
(the "Existing Inventory") of fitness accessories including those items listed
in the Price List attached at Exhibit B hereto. The Existing Inventory includes
aerobic steps having the Contested Step Design consisting of approximately
11,700 (eleven-thousand, seven hundred) steps, but excludes fitness accessories
referred to by Dynamic as ROTO FLEX, its current item numbers 290 through 298.
The Existing Inventory also includes other fitness accessories,
<PAGE>
including sauna exercise suits, dumbbell sets, contoured hand grips and others.
The Existing Inventory is valued at approximately $1,154,229.
(c) Dynamic is the owner of three (3) U.S. Trademark registrations for
the mark SHAPE SHOP or SHAPE SHOP and design (the "SHAPE SHOP Marks") in
International classes 008, 010, 020, 025, 028 and 035 as well as common law
rights in those marks. The three U.S. registrations are numbered 988329, 956077,
and 929783. The SHAPE SHOP Marks relate to exercise equipment, distributorship
services in the field of exercise equipment, and related goods and services.
COVENANTS
1. Dynamic agrees to:
(a) execute the Consent Decree attached at Exhibit A hereto;
(b) release Bollinger and Step, their direct or indirect customers and
those in privity with Bollinger and Step from any and all charges, complaints,
claims or causes of action, known or unknown, with respect to the subject matter
of the Civil Action including, without limitation, tortious interference with
contractual relations, violation of the Lanham Act and the like relating to
Bollinger's attempted enforcement of the '489,'554 and '360 patents. Such
release shall be deemed effective upon the execution of this Agreement by all
parties and Bollinger having made the full payment referred to in paragraph 2(c)
of this Settlement Agreement.
(c) not manufacture or sell the Kathy Ireland's fitness Shop Aerobic
Step, or other step assemblies that fall within any claim of the '489, '554 or
<PAGE>
'360 patents, from the date of this agreement and for the remainder of the term
of those patents except as set forth below;
(d) sell Dynamic's Existing Inventory of fitness accessories, including
Kathy Ireland Steps, to Bollinger at unit prices furnished per the Price List
attached at Exhibit B hereto. Sale of Existing Inventory shall take place FOB
Dynamic's warehouse in Brooklyn, New York;
(e) warrant, and hereby does warrant, good and marketable title to
Bollinger for its Existing Inventory of fitness accessories such that the
Existing Inventory is provided to Bollinger free and clear of any and all
encumbrances to title, including encumbrances from any sponsors or endorsers of
the Existing Inventory, such as Kathy Ireland, Inc., the Sterling/Winters
Company and Spalding Sports Worldwide, Inc. Dynamic provides no warranties or
representations with respect to patent, trademark or copyright claims of other
third parties, although Dynamic warrants and represents that it is aware of no
such claims;
(f) not to sell any product that would compete with the Existing
Inventory for a period of five (5) years from the date of the last to sign of
this Agreement, provided, however, that this paragraph 1(f) does not apply to
fitness products currently offered by Dynamic under the ROTO FLEX mark, its
current item numbers 290 through 298;
(g) that the '489, '5 54 and '360 patents are valid and enforceable and
that each of those patents contains at least one claim that reads upon the
<PAGE>
Contested Step Design and that if Bollinger uses the numbers of the '489, '554
or '360 Patents on or in correction with the offering for sale or sale of the
Contested Step Designs, Bollinger agrees to and does indemnify Dynamic and those
in privity with it with respect to use of such patent numbers, including without
limitation, with respect to any costs, damages or attorney's fees and agrees to
provide Dynamic with a defense with respect to any claims relative thereto;
(h) not to contest or assist any third part), in contesting (1)
ownership, validity or enforceability of the '489, '554 or '360 patents in any
court or in the U.S. Patent Office, and (2) the issue of infringement of the
'489, '554 or '360 patents by the Kathy Ireland Step or other steps
incorporating the Contested Step Design in any court; provided, however, that
nothing in this Agreement shall be construed to prevent Dynamic from providing
documents, testimony or other evidence in response to a properly issued subpoena
or other order of a court of competent jurisdiction;
(i) execute the trademark assignment attached as Exhibit C hereto,
thereby assigning to Bollinger the SHAPE SHOP Marks and the, goodwill associated
therewith; and
(j) prior to execution of this Agreement, provide Bollinger with
customer sales information pertaining to Dynamic's Fitness Division, including,
but not limited to sales, by customer, for fitness accessories of the type found
<PAGE>
within the Existing Inventory and available customer contact information for
those customers.
2. Bollinger and Step agree to:
(a)execute the Consent Decree attached at Exhibit A hereto and file
same with the, Court for Civil Action No. 499.CV-0612L within I 0 (ten) days
following complete execution of this Agreement and the attached Consent Decree;
(b) release Dynamic and its direct or indirect customers with respect
to the subject matter of the Civil Action including, without limitation, from
any and all charges, complaints, claims or causes of action, "known or unknown,
for patent infringement relating to the '489, '554 or '360 patents by the Kathy
Ireland Step. Such release shall be deemed effective upon the execution of this
agreement by all parties, and shall include, without limitation, a release of
the award of attorney's fees made by Magistrate Judge Bleil pursuant to his
Order entered on the docket March 29, 2000 in the Civil Action.
(c) purchase the Existing Inventory of fitness accessories from Dynamic
for resale by Bollinger, such purchase including the following terms:
1) within ten (10) days of the date of execution of this
Agreement by all parties, Bollinger will issue a purchase order
to Dynamic for the Existing Inventory. The Existing Inventory
purchased shall be valued using the unit (wholesale cost) prices
found in Exhibit B times actual quantities as of the date of the
purchase order, which is approximately $1,154,229.
<PAGE>
2) 20% (twenty percent) of the amount of the purchase order, or
approximately $230,854 (two-hundred thirty thousand,
eight-hundred fifty-four dollars), to be known as the "Offset,"
will be deducted from the amount to be paid to Dynamic for the
Existing Inventory. The Offset will compensate and satisfy
Bollinger for claims brought by Bollinger in the subject action
against Dynamic. As a result of the Offset, the amount that
Bollinger will pay to Dynamic will be approximately $923,383
(nine hundred twenty-three thousand, three hundred eighty-three
dollars).
3) within ten (10) days of the date of complete execution of this
Agreement, Bollinger will provide Dynamic fends for fifty percent
(50%) of the balance due on the purchase order. The purchase
order will reflect the actual number of products within the
Existing Inventory on the day the purchase order is issued.. The
balance of funds owing will be paid from Bollinger to Dynamic
within ten (1O) days of shipment of the Existing Inventory to
Bollinger, but In no event later than ninety (90) days after the
date of complete Execution of this Agreement.
4) Bollinger will pay all shipping costs for shipment of the
Existing Inventory and hereby agrees to reimburse Dynamic for any
out-of-pocket handling expenses. Should the Existing Inventory
not be shipped or removed from Dynamic's warehouse within ninety
(90) days from the date of complete execution
<PAGE>
of this Agreement, Bollinger will pay any storage charges due for storage of the
Existing Inventory.
PRODUCT LIABILITY
Bollinger agrees to provide defense of product liability claims
asserted against the Existing Inventory and to maintain product liability
insurance of not less than $ 1,000,000 (one-million dollars) per occurrence for
a period of three years. However, any claims that arise from sales by former
customers of Dynamic that are not clearly against Existing Inventory will be
defended by Dynamic for six months from the date of this Agreement. Dynamic will
continue product liability insurance for fitness products it has sold for a
period of three years.
LIMITED PUBLICITY CONCERNING SETTLEMENT AGREEMENT
The Parties do not consider the existence of this Settlement Agreement
to be confidential information but do consider the terms thereof to be
confidential information. Therefore, no party hereto shall initiate or
contribute to any publicity about the Civil Action and all shall maintain the
terms of this Settlement Agreement confidential. The foregoing shall not prevent
disclosure by Bollinger Industries L.P. or The Step Company to any defendants
remaining in the Civil Action that Bollinger has purchased substantially the
entire fitness accessory business of Dynamic and has settled the Civil Action
with respect to Dynamic in return for an Offset of approximately $23 1,000 with
respect to the claims of Bollinger Industries L.P. and The Step Company in the
Civil Action. If requested to do so, Dynamic or its attorneys may confirm the
foregoing to such remaining defendants or their
<PAGE>
attorneys without breach of this paragraph of the Settlement Agreement. In
addition, Bollinger Industries L.P. and The Step Company may announce and
otherwise inform customers and prospective customers that Bollinger has acquired
the fitness division of Dynamic and will continue to service the business of the
fitness division. Further, nothing in this paragraph shall be construed to
prevent any party from providing documents, testimony or other evidence in
response to a properly issued subpoena, discovery request or an order from a
court of competent jurisdiction.
NOTIFICATION
In the event of a violation of the provisions of this Settlement
Agreement by Dynamic and/or their officers, agents, servants or employees,
Bollinger will notify Dynamic of such violations in writing, and Dynamic will
have twenty (20) business days from the date of receipt of the notice to provide
Bollinger with written notice that such violations have been cured, or if such
violations cannot be cured within such twenty (20) day period, that reasonable
action has been undertaken to cure such violation, or that reasonable action has
been taken by Dynamic to preclude the recurrence of such violations. In the
event of such violations by any third party in privity with Dynamic. Bollinger
may notify Dynamic of such violation in writing, and Dynamic will, within twenty
(20) business days, notify such party of such violation and request that such
party cure such violation in writing, promptly undertake a cure of such
violation, or that such party provides Bollinger with written notice that
reasonable action has been taken by the party to preclude the recurrence of such
violation.
<PAGE>
MISCELLANEOUS
This Agreement is binding upon and inures to the benefit of any
successor, assign, licensee, or other legal representative of the parties.
The provisions, terms and conditions of this Agreement may not be
waived, altered, abridged, modified or amended, except by an instrument in
writing, duly executed by the parties.
All notices or other communications hereunder must be in writing, and
will be deemed to have been duly given and delivered if mailed, certified mail,
return receipt requested, postage prepaid:
(a) To Bollinger Industries, L.P.:
Glenn D. Bollinger
602 Fountain Parkway, Suite 130
Marietta, Georgia 30067
Telephone:(972) 343-1122
Facsimile: (972) 343-1199
(b) To The Step Company:
Richard P. Boggs
1395 Marietta Parkway, Suite 222
Marietta, Georgia 30067
Telephone:(770) 424-8161
Facsimile:(770) 424-1590
(c) To Dynamic International, Ltd.:
Marton Grossman
58 Second Avenue
Brooklyn, New York 11215
Telephone:(718) 369-2200
Facsimile:(718) 369-2213
Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
<PAGE>
but if any provision hereof shall be prohibited by or invalidated under any such
law, such determination of invalidity shall apply only to that provision,
without invalidating or nullifying the remainder of this Agreement.
This Agreement, its attachments and the documents referred to herein,
contain the entire understanding between the parties with respect to the subject
matter hereof and supersedes any and all prior agreements of any nature, whether
oral or written. No representation, promise, provision, term condition, or
understanding, either express or implied, oral or written, other than as
specifically set forth herein shall be binding on the parties.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives to be hereto affixed this
Agreement being effective as of the date of the last party hereof to sign after
which such date can be inserted in the first line hereof, this Settlement
Agreement being executed in triplicate originals.
BOLLINGER INDUSTRIES, L.P.
__________ BY:________________________________
DATE Glenn D. Bollinger, CEO of
Bollinger Operating Corp,
its General Partner
THE STEP COMPANY
__________ BY:_________________________________
DATE Richard P. Boggs, President
DYNAMIC INTERNATIONAL, LTD.
__________ BY:_________________________________
DATE Marton Grossman, President
<PAGE>
EXHIBIT A
<PAGE>
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION
BOLLINGER INDUSTRIES, L.P. and ss.
THE STEP COMPANY, INC., ss.
ss.
ss. Civil Action No.:
Plaintiffs, ss. 499-CV-0612 M
ss.
v. ss.
ss.
DYNAMIC INTERNATIONAL, LTD., ss. Judge: The Honorable
WEIDER CARE, ss. Barbara M.G. Lynn
ICON HEALTH & FITNESS, INC., ss.
SPORTWORKS, LTD, ss.
LANKFER DIVERSIFIED ss.
INDUSTRIES, INC., ss.
TODAY' S FITNESS, INC. and ss.
SUAREZ CORPORATION ss.
INDUSTRIES ss.
ss.
Defendants. ss.
CONSENT DECREE
Plaintiffs Bollinger Industries, L.P. ("Bollinger") and The Step Company
("Step") have filed an action for patent infringement against Defendant Dynamic
International Ltd, ("Dynamic") alleging infringement of U.S. Patents 5,318,489;
5,213,554 and 5,169,360 (the "patents-in-suit") by manufacture and/or sale of
the Kathy Ireland Fitness Shop Aerobic Step. Defendant Dynamic has filed
counterclaims against Bollinger and Step alleging tortious interference with
contractual relations and related causes of action. The parties have reached
settlement, and Dynamic admits that each of the patents-in-suit is valid and
enforceable and each contain claims that read upon the contested steps.
Plaintiffs Bollinger and Step and Defendant Dynamic have jointly requested entry
of this Consent Decree which addresses all pending claims between these parties
in this suit. The Court finds that the request is meritorious and therefore:
<PAGE>
IT IS ORDERED, ADJUDGED AND DECREED THAT:
1. Pursuant to a written agreement between the parties, the claims of
Plaintiffs Bollinger and Step against Defendant Dynamic are hereby dismissed
with prejudice.
2. Pursuant to a written agreement between the parties, the claims of
Defendant Dynamic against Plaintiffs Bollinger and Step are also hereby
dismissed with prejudice.
3. This Court retains jurisdiction over this matter for purposes of
interpretation enforcement of this Consent Decree.
4. The parties shall bear their own costs.
SIGNED this ___ day of ______________, 2000,
___________________________
United States Judge
APPROVED AS TO FORM AND CONTENT:
________________________________
Daniel Venglarik
FELSMAN, BRADLEY, VADEN,
GUNTER & DILLON, L.L.P.
201 Main Street, Suite 1600
Fort Worth, Texas 76102-3105
(817) 332-8143 [telephone]
(817) 332-8409 [facsimile]
Attorney-in-Charge for
Plaintiffs Bollinger Industries, L.P.
and The Step Company, Inc.
<PAGE>
APPROVED AS TO FORM AND CONTENT:
_________________________________
Phillip H. Gottfried
AMSTER, ROTHSTEIN & EBENSTEIN
90 Park Avenue
New York, New York 10016
(212) 697-5995 [telephone]
(212) 286-0854 [facsimile]
Attorney-in-Charge for
Defendant Dynamic International, Ltd.
<PAGE>
EXHIBIT B
<PAGE>
EXHIBIT B
"PRICE LIST"
DESCRIPTION ITEM # WHOLESALE
COST
EXERCISE SUIT 2 PC 200 $ 2.21
EXERCISE SUIT 2 PC (XL-XXXL) 201 $ 2.32
18 LB. DUMBBELL.SET 202 $13.54
COUNTOURED HAND GRIP 203 $ 0.76
FOAM RUBBER EXERGRIP 204 $ 0.73
DELUXE HAND GRIPS 206 $ 2.16
NON TANGLE SWIVEL J ROPE 210 $ 0.91
LEATHER JUMP ROPE WTD HANDLE 211 $ 4.80
LEATHER JUMP ROPE W B/B FOAM HANDLES 213 $ 2.59
JUMP ROPE WITH FOAM HANDLES 214 $ 1.25
PVC DUMBBELL 5 LB PAIR 220 $ 2.05
PVC DUMBBELL 10 LB PAIR 221 $ 3.16
PVC DUMBBELL 20 LB PAIR 222 $ 5.62
FOAM CVD DUMBBELL W STRAPS 3 LB PR 227 $ 3.25
SPALDING 6 LB DB PR 228 $ 5.16
O RING ANKLE WRIT WEIGHTS 2 LB PR 229 $ 1.95
O RING ANKLE WRIT WEIGHTS 3 LB PR 230 $ 2.47
O RING ANKLE WRIT WEIGHTS 2 LB PR 231 $ 1.94
NEOPRENE ANKLE WRIST WEIGHTS - 5 LB 235 $ 2.60
NEOPRENE WAIST BELT 8" 240 $ 1.71
NEOPRENE THIGH SUPPORT 241 $ 1.27
NEOPRENE KNEE SUPPORT 242 $ 1.64
NEOPRENE ANKLE SUPPORT 243 $ 1.00
NEOPRENE ELBOW SUPPORT 244 $ 1.02
MEN'S 4" WORK OUT BELT 245 $ 4.52
NYLON WORKOUT BELT 3.5 246 $ 2.66
ANKLE/WRIST WEIGHTS 2 LB PR 249 $ 2.23
ANKLE/WRIST WEIGHTS 5 LB PR 250 $ 2.25
ADJ ANKLE WRIST WEIGHTS 1-6 LB PR 251 $ 5.57
ANKLE WIRT WEIGHTS 10 LB PR 252 $ 3.06
ANKLE WRIST WEIGHTS ADJUSTABLE 1-10 LB PR 253 $ 5.54
CHINNING SIT UP BAR 254 $ 3.64
ISO TENSION POWER EXERCISER 255 $ 4.10
DUAL WHEEL EXERCISER 256 $ 2.51
SIT UP BARS 257 $ 3.19
PUSH UP BARS 258 $ 3.19
LEATHER WORKOUT GLOVES 260 $ 3.50
LEATHER BELT 4" 261 $ 5.84
LEATHER PADDED BELT 4" 262 $ 3.75
<PAGE>
WOMEN'S NYLON WORK OUT GLOVES 263 $ 3.13
LEATHER WORKOUT GLOVES 264 $ 4.33
NEOPRENE DUMBBELL TREE PR 6-3-1 LB + 18 LBS 267 $ 9.57
VINYL EXERCISE MAT 269 $ 5.85
EXERCISE MAT 271 $ 6.21
EXERCISE MAT - RIBBED 272 $ 6.95
NEOPRENE CVD/STL DB 1 LB BULK 273 $ 0.37
NEOPRENE CVD/STL DB 2 LB BULK 274 $ 0.74
NEOPRENE CVC/STL DB 3 LB BULK 275 $ 1.11
NEOPRENE CVD/STL DB 4 LB BULK 276 $ 1.47
NEOPRENE CVD/STL DB 5 LB BULK 277 $ 1.85
NEOPRENE CVD/STL DB 6 LB BULK 278 $ 2.21
NEOPRENE CVL/STL DB 7 LB BULK 279 $ 2.61
TWO LEVEL ADJ AEROBIC STEP W VIDEO 281 $ 7.49
NEOPRENE CVD/STL DB 8 LB BULK 282 $ 2.94
NEOPRENE CVD/STL DB 10 LB BULK 283 $ 3.68
WRIST BALL 286 $ 3.25
EXERCISE STEP W/O VIDEO 601 $ 5.74
EXERCISE STEP W VIDEO 602 $ 6.39
FAST WALKING PEDOMETER 606 $ 2.21
STOPWATCH 607 $ 1.90
SOFTGEAR ANKLE/WRIST WTS 1 LB PR 608 $ 2.05
SOFTGEAR ANKLE/WRIST WTS 2 LB PR 609 $ 2.10
SOFTGEAR ANKLE/WRIST WTS 3 LB PR 611 $ 2.58
NEOPRENE ANKLE/WRI ST WTS 2 LB PR 612 $ 1.97
FOAM AEROBIC WALKING WT'S 2 LB PR 613 $ 2.47
FOAM D WALKING WEIGHTS 2 LB PR 614 $ 3.22
FOAM SOFTGEAR DUMBBELLS 2 LB PR 615 $ 2.52
2 PC EXERCISE SUIT 616 $ 2.70
6" NEOPRENE BELT 617 $ 1.77
TUBING STEP EXERCISER 619 $ 3.04
NEOPRENE ANKLE/WRIST WTS 5 LB PR 620 $ 2.85
FOAM HANDLE BALL BEARING JUMP ROPE 623 $ 1.48
FOAM HANDLE HAND GRIP 624 $ 1.31
WEIGHTED AEROBIC WTD GLOVES 627 $ 3.93
18 LB DUMBBELL SET 630 $13.54
EXERCISE STEP W VIDEO (KMART) 640 $ 7.46
KATHY IRELAND DISPLAY 645 $64.51
CALORIE PEDOMETER 703 $ 3.35
EXERCISE SUIT 712 $ 2.54
EXERCISE SUIT XXXL 713 $ 2.86
EXERClSE STEP W VIDEO 714 $ 9.24
FAST WALKING PEDOMETER 720 $ 2.31
SWIVEL JUMP ROPE 730 $ 1.36
PVC DUMBBELLS 20 LB PR 833 $ 5.17
<PAGE>
CHROME DB 6 LB PR 834 $ 4.22
FOAM HANDLE HAND GRIP 837 $ 1.15
FOAM HANDLE B/B JUMP ROPE 838 $ 1.54
WORKOUT GLOVES 842 $ 2.12
FOAM D WALKING WTS 2 LB PR 843 $ 3.13
FOAM D WALKING WTS 3 LB PR 644 $ 3.83
EXERCISE MAT 846 $ 5.89
SOFT AEROBIC DUMBBELLS 6 LB PR 847 $ 3.97
SOFT AEROBIC DUMBBELLS 4 LB PR 848 $ 3.18
MINI TRAMPOLINE 860 $15.27
PVC DUMBBELLS 8 LB BULK 892 $ 2.78
PVC DUMBBELLS 10 LB BULK 893 $ 3.18
PVC DUMBBELLS 1 LB BULK 894 $ 0.45
PVC DUMBBELLS 2 LB BULK 895 $ 0.68
PVC DUMBBELLS 4 LB BULK 897 $ 1.66
TRICEP BAR, SOLID, SPIN LOCK CHROME 967 $ 9.01
CURL BAR, SOLID, SPIN LOCK, CHROME 968 $ 9.36
DUMBBELL BARS, SOLID, SPIN LOCK, CHROME 970 $ 6.54
LIFTING STRAPS 971 $ 1.23
PADDED LIFTING STRAPS 972 $ 1.37
DUMBBELL BARS, QUICK RELEASE, CHROME 974 $ 6.12
CURL BAR, QUICK RELEASE, CHROME 980 $ 8.20
TRICEP BAR, QUICK RELEASE, CHROME 981 $ 9.35
BALL BEARING JUMP ROPE 733 $ 1.56
TUBING STEP EXERCISER 741 $ 2.84
STOPWATCH 743 $ 1.83
DIGITAL HAND GRIP 761 $ 2.74
HAND GRIPS 768 $ 1.03
PULSE METER 772 $ 5.54
EXERCISE BANDS 775 $ 1.90
8" NEOPRENE BELT 780 $ 1.49
NEOPRENE CVD/STL DB 1 LB BULK 781 $ 0.34
NEOPRENE CVD/STL DB 2 LB BULK 782 $ 0.68
NEOPRENE CVD/STL DB 3 LB BULK 783 $ 1.02
NEOPRENE CVD/STL DB 4 LB BULK 784 $ 1.35
NEOPRENE CVD/STL DB 5 LB BULK 785 $ 1.70
NEOPRENE CVD/STL DB 6 LB BULK 786 $ 2.03
NEOPRENE CVD/STL DB 7 LB BULK 787 $ 2.40
NEOPRENE CVD/STL DB 8 LB BULK 788 $ 2.70
NEOPRENE CVD/STL DB 10 LB BULK 789 $ 3.38
EXERTONER ROPE 795 $ 1.28
NEOPRENE ANKLE/WRIST WTS 2 LB PR 796 $ 2.06
NEOPRENE ANKLE/WRIST WTS 5 LB PR 798 $ 2.35
FOAM SOFTGEAR DUMBBELLS 2 LB PR 805 $ 2.56
FOAM SOFTGEAR DUMBBELLS 5 LB PR 810 $ 3.54
<PAGE>
FOAM AEROBIC WALKING WTS 2 LB PR 818 $ 2.43
FOAM WTD HANDLE JUMP ROPE 819 $ 2.23
SOFTGEAR ANKLE/WRIST WTS 1 LB PR 820 $ 2.00
SOFTGEAR ANKLE/WRIST WTS 2 LB PR 825 $ 2.09
SOFTGEAR ANKLE/WRIST WTS 3 LB PR 830 $ 2.77
PVC DUMBBELLS 5 LB PAIR 831 $ 1.81
PVC DUMBBELLS 10 LB PAIR 832 $ 2.76
<PAGE>
EXHIBIT C
<PAGE>
TRADEMARK
ASSIGNMENT
WHEREAS, Dynamic International, Ltd., a New York corporation, has
adopted, used, is using and is the owner of the following Trademark
Registrations in the United States Patent and
Trademark Office:
Reg. No. Date of Reg. Mark
-------- ------------ ----
929,783 February 22, 1972 SHAPE SHOP
956,077 March 27, 1973 SHAPE SHOP
989,329 July 16, 1974 SHAPE SHOP
WHEREAS, Bollinger Industries, L.P,, a Texas limited partnership,
having an address of 6O2 Fountain Parkway, Grand Prairie, Texas 75050, is
desirous of acquiring the Marks, the registrations thereof and the associated
goodwill;
NOW, THEREFORE, for goods and valuable consideration, the receipt of
which is hereby acknowledged, Dynamic International, Ltd. does hereby assign to
Bollinger Industries, L.P. all rights, title and interest in and to the Marks,
together with the goodwill of the business symbolized by the Marks and the
registration of said Marks and the right to recover any damages for past
infringement, if any.
DYNAMIC INTERNATIONAL, LTD.
Date:_____________________ By:_____________________________
Name:
Title:
STATE OF _________________ss.
COUNTY OF_______________ ss.
On this _____ day of _________, 2000, before me personally
appeared__________________, known to me, who being duly sworn, did depose and
say that he is the _____________________ of Dynamic International, Ltd., a New
York corporation, described in the foregoing Assignment, and that the foregoing
Assignment was made for the purpose and considerations so stated, and that he
was authorized to act on behalf of the corporation in making such Assignment.
_______________________________________
Notary In and for
the State of Texas
My commission expires:_______________
