<PAGE>   1
                                                                   EXHIBIT 10.71


SUNTRUST BANK ATLANTA, as Trustee for                  )
SUNTRUST RETIREMENT SUNBELT EQUITY                     )
FUND, and STI CLASSIC FUNDS, for STI CLASSIC           ) IN THE DISTRICT COURT
SMALL CAP GROWTH STOCK FUND,                           )
                                                       ) 191ST JUDICIAL DISTRICT
                   Plaintiffs,                         ) COURT
                                                       )
         -against-                                     ) DALLAS COUNTY, TEXAS
                                                       )
BOLLINGER INDUSTRIES, INC., GLENN D.                   ) CAUSE NO. 96-02952-C-68
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,                            )
                                                       ) IN THE UNITED STATES
                   Plaintiffs,                         ) DISTRICT COURT
                                                       ) FOR THE NORTHERN
         -against-                                     ) DISTRICT OF TEXAS
                                                       ) DALLAS DIVISION
BOLLINGER INDUSTRIES, INC., GLENN D.                   )
BOLLINGER, BOBBY D. BOLLINGER and MICHAEL              )
J. BECK,                                               ) Civil Action
                                                       ) No. 3-96-C-V-0823-L
                   Defendants.                         )
                                                       )



<PAGE>   2

                            STIPULATION OF SETTLEMENT

                                                       )
SUNTRUST BANK ATLANTA, as Trustee for                  )
SUNTRUST RETIREMENT SUNBELT EQUITY                     ) IN THE DISTRICT COURT
FUND, and STI CLASSIC FUNDS, for STI CLASSIC           )
SUNBELT EQUITY FUND,                                   )
                                                       ) 191ST JUDICIAL DISTRICT
                   Plaintiffs,                         ) COURT
                                                       )
         -against-                                     ) DALLAS COUNTY, TEXAS
                                                       ) CAUSE NO. 96-02952-C-68
BOLLINGER 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 SUNBELT               )
EQUITY FUND, on behalf of themselves and all persons   )
similarly situated,                                    )
                                                       ) IN THE UNITED STATES
                   Plaintiffs,                         ) DISTRICT COURT
                                                       ) FOR THE NORTHERN
         -against-                                     ) DISTRICT OF TEXAS
                                                       ) DALLAS DIVISION
BOLLINGER INDUSTRIES, INC., GLENN D.                   )
BOLLINGER, BOBBY D. BOLLINGER and MICHAEL              )
J. BECK,                                               ) Civil Action
                                                       ) No. 3-96-C-V-0823-L
                   Defendants.                         )
                                                       )



                                      -1-

<PAGE>   3

                            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-
<PAGE>   4


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-
<PAGE>   5


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-
<PAGE>   6

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-
<PAGE>   7


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-
<PAGE>   8


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-
<PAGE>   9

                  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-
<PAGE>   10

                  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-C-V-0823-R
                  in the United States District Court For The Northern District
                  Of Texas, Dallas Division.


                                      -9-
<PAGE>   11

                  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-
<PAGE>   12

                  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-
<PAGE>   13


                  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-
<PAGE>   14


                  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-
<PAGE>   15


                  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-
<PAGE>   16


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-
<PAGE>   17


         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-
<PAGE>   18


         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-
<PAGE>   19

                  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-
<PAGE>   20

                  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-
<PAGE>   21


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-
<PAGE>   22


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-
<PAGE>   23


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-
<PAGE>   24


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-
<PAGE>   25


         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     day of           , 2001.
                                              ---        ----------

GOODKIND LABATON RUDOFF                        FREIDMAN DRIEGERT
& SUCHAROW LLP                                 & HSUEH, LLC


By:                                            By:
    ---------------------------                     ----------------------------
    Thomas A. Dubbs, Esq.                           3117 Preston Road
    Ira A. Schochet, Esq.                           Dallas, TX  75225
    100 Park Avenue
    New York, NY 10017-5563

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


                                      -24-
<PAGE>   26


   ZWERLING, SCHACHTER
    & ZWERLING, LLP


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


    KILGORE & KILGORE


By:
    ---------------------------
    Theodore Anderson, Esq.
    3131 McKinney Avenue
    Suite 700
    Dallas, TX  75204
ATTORNEYS FOR PLAINTIFFS AND THE
CLASS



                                      -25-