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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").


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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.


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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


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                  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 Sell-Off 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.


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         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


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                  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,


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                  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


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                  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


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         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.


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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.


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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.


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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


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         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
By:                                                  Mt. Olive, New Jersey 07828
Its:
Date:
     ------------------------


FITNESS INNOVATIONS AND TECHNOLOGIES (F.I.T.), INC.


                                                     500 International Drive
----------------------------                         Suite 300
By:                                                  Mt. Olive, New Jersey 07828
Its:
Date:
     ------------------------


BOLLINGER INDUSTRIES, INC.

                                                     602 Fountain Parkway
----------------------------                         Grand Prairie, Texas 75050
By:
Its:
Date:
     ------------------------


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                                    EXHIBIT A


PATENTS

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





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