ASSET PURCHASE AGREEMENT




This Agreement is made by and among RESULTS  BEDFORD,  INC.  ("Buyer"),  a Texas
corporation,  STRONGHOLD,  INC.  ("Seller"),  a Texas  corporation,  and TIMOTHY
MCKYER,  in the  capacity of a  guarantor,  for the purpose of  establishing  an
agreement of sale and purchase of certain assets between Buyer and Seller.


                                                     RECITALS:


WHEREAS,  Seller  owns and  operates  a health  club  under the name of  "Family
Fitness Exchange," and all operations,  activities, and services related to said
club shall  collectively be referred to as the "Business";  and WHEREAS,  Seller
desires  to sell to Buyer and Buyer  desires to  purchase  from  Seller  certain
assets of the Business.

NOW,  THEREFORE,  in  consideration  of the  foregoing  premises  and the mutual
covenants herein contained, the parties, intending to be legally bound, agree as
follows:

                                                     AGREEMENT

                                                    ARTICLE I.

                                            Sale and Purchase of Assets

     Section 1.01.  Upon the terms and conditions  set forth in this  Agreement,
Seller agrees to sell,  transfer,  convey, and assign to Buyer, and Buyer agrees
to purchase from Seller,  at the time of the closing  hereinafter  provided for,
all of the assets (the "Assets") of Seller's  Business which are owned by Seller
and to be transferred to Buyer free and clear of any and all claims,  liens, and
encumbrances of any kind or nature whatsoever,  other than the liens held by (1)
Republic  Leasing Company  (Account No. 9495084 with monthly payments of $560.83
and $43.46); (2) Standard  Professional  Services, LP (Account no. 952-94 with a
monthly payment of $887.00); (3) 3M Financing Services (with a monthly




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payment of $399.99);  (4) Lanier Leasing (with a monthly  payment of $208.00); 
(5) ADT Security  Systems  (Account No.  010034505095 with a monthly payment of 
$125.00);  (6) TCI Cable Television (with a monthly payment of $54.00);
and (7) Southwestern  Bell Yellow Pages (with a monthly payment of $207.23);  
(collectively,  the "Contracts", with the  aggregate  monthly  payments in the 
amount of $2,485.51 to be referred to herein as the  "Payments"),  and the
liens for ad valorem taxes in the approximate amount of $25,852.00 on Seller's 
Assets, consisting of:

                  (a)      All of Seller's  fixed  assets located on the leased
premises  (the  "Fixed  Assets"), including, but not limited to, all furniture,
furnishings,  machines, exercise equipment, massage tables, physical
therapy equipment,  rehabilitation  equipment,  office materials and supplies, 
phone systems, computer systems, and other  equipment.  Such Fixed Assets  
include,  but are not limited to, those assets listed on Exhibit "A" attached
hereto and  incorporated  herein by reference for all purposes and all other 
tangible assets not held by Seller for sale to the  public  in the  ordinary  
course  of the  Business  and all  assets  of a  character  similar  to that
previously  described in this  paragraph  which were acquired by Seller between 
February 25, 1997,  the effective date of such list, and the date of closing.

                  (b)      All of Seller's  tenant  improvements  (the  "Tenant
Improvements")  made to the leased premises on which the Business is conducted.

                  (c)      All  costs  and  sales  records  and  data, customer
lists,   mailing  lists,  files, advertising material and methods, all
accounting records,  personnel records, warranty records,  telephone numbers,
and  any  files  required  to be  retained  after  the  closing  by any  
applicable  law or  government  regulation (collectively, the "Records and
Lists").

                  (d)      All  of  Seller's   health-related   products  for  
use  on  and/or  sale  to  customers (collectively, the "Miscellaneous 
Inventory").

                  (e)      All educational materials,such as books, video tapes,
instructional manuals, etc.

                  (f)      Buyer shall be the owner of any and all  accounts  
receivable  relating to the  Business as of the date of closing.




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                  (g)      All of  Seller's  security  and/or  other  type  of 
deposits  relating  to any  and all utilities.

                  (h)      All  licenses,  permits,  and/or  authorizations  
(the  "Permits")  held by Seller  that relate to the Business.

     Section 1.02.  The only assets of the Business (or related  thereto)  owned
the Seller not being  purchased by Buyer are those certain  assets  described on
Exhibit  'B"  attached  hereto  and  incorporated  herein by  reference  for all
purposes.  An asset or property on the leased premises which is not set forth on
Exhibit "B" shall be considered to be part of the Assets purchased by Buyer from
Seller.  Further,  any assets  listed on Exhibit "B" which  still  remain on the
premises of the Business  after five (5) days from the date of closing  shall be
considered, and shall become, the property of Buyer.

                                                    ARTICLE II.

                                            Purchase Price and Payment

Section 2.01. The total purchase price (hereinafter referred to as the "Purchase
Price") for the Assets is the cost of assuming the full  balance  payable on the
Contracts,  and taking Seller's Assets subject to any ad valorem taxes currently
owed on the Assets.

         Section 2.02. The Purchase Price shall be paid as follows:

                  (a)         Buyer  shall  assume the full  balance  payable on
obligations  of Seller  under the Contracts; and

                  (b)        Buyer accepts  Seller's  Assets  subject to any ad 
valorem  taxes owed thereon.  Buyer intends to attempt a compromise settlement
agreement plan to try to settle with taxing authorities on the taxes.

         Section 2.03.  Buyer agrees to hold TIMOTHY MCKYER harmless  regarding 
the ad valorem taxes as provided in the indemnity provision of this Agreement.

         Section  2.04.  Seller and TIMOTHY  MCKYER  guarantee,  represent, and
warrant to Buyer that there are no claims  outstanding  against Seller that may
be asserted against the Assets by any party,  other than the Contracts
and applicable taxing authorities in connection 



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with ad valorem  taxes owed on the Assets.  Further,  Seller and TIMOTHY  MCKYER
hereby  agree to hold Buyer  harmless  from any such  claims as  provided in the
indemnity portion of this Agreement, excluding from this indemnity the Contracts
and the ad valorem taxes.  Buyer shall give Seller notice upon any claim arising
regarding this indemnity provision.

     Section 2.05.  Starting on April 1, 1997,  Buyer agrees to escrow the first
$2,485.51  (or a lesser  amount if  applicable as contracts are paid in full) of
funds that are collected in each month from the operation of the Business and to
use  such  escrowed  funds to pay any of the  Payments  due and  owing  upon the
Contracts. This shall be a continuing obligation. Each month such escrowed funds
shall be wired to Buyer's attorney,  T. Alan Owen, IN TRUST, and Mr. Owen shall,
immediately  upon  receipt of such funds pay any and all  Payments due and owing
upon the "Contracts."

                                  ARTICLE III.

                       Warranties, Claims, and Liabilities

     Section 3.01. It is hereby  stipulated and agreed that Seller is liable for
all  financial  obligations  of the  Business  up to and prior to April 1, 1997,
including,  but not limited to, claims sounding in tort, contract, or otherwise.
Further,  Seller and TIMOTHY MCKYER agree to indemnify  Buyer (and its assignees
and  successors  in  interest)  against  and hold Buyer (and its  assignees  and
successors  in interest)  harmless  from any claim,  action,  or cause of action
arising  prior to April 1, 1997,  according to the  indemnity  provision of this
Agreement.
     Notwithstanding  the above and foregoing,  Buyer expressly agrees to assume
all sums due under the  Contracts  accruing  or to accrue on and after  April 1,
1997, and accepts the Assets subject to the ad valorem taxes owed thereon. Buyer
is liable for all  financial  obligations  of the  Business  arising on or after
April 1, 1997, including, but not limited to, claims sounding in tort, contract,
or otherwise,  and Buyer agrees to hold Seller and TIMOTHY MCKYER  harmless from
any such claim,  action, or cause of action according to the indemnity provision
of this Agreement.

     Section 3.02.  Buyer assumes any and all contracts and agreements of Seller
to perform services for or on customers  and/or their assignees  effective April
1, 1997.  Buyer agrees to indemnify Seller from any claim,  action,  or cause of
action on the contracts



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     or  agreements of Seller  assumed  according to this  provision,  such hold
harmless being in accordance with the indemnity provision of this Agreement.

     Section 3.03.  Except as expressly set forth in this Agreement,  Buyer does
not assume any liabilities or contracts of Seller,  nor take title to any of the
Assets subject to any liens or  encumbrances  of any kind or nature  whatsoever,
other than the  Contracts  and the ad valorem  taxes  owed on  Seller's  Assets.
Included in the foregoing,  by way of  illustration  and not by limitation,  are
mortgages,  liens,  encumbrances,  liens or liabilities  for unpaid taxes (other
than ad valorem taxes),  installment sales contracts,  leases, labor agreements,
payroll items,  vacation pay, sick pay,  disability  pay,  retirement  benefits,
medical benefits, and any and all other fringe benefits and the like. Buyer does
not agree to assume any past, current, or future  responsibility for such items,
whether  or not  Buyer  may  elect to hire or not hire any of  Seller's  current
employees.  Buyer does not agree to the continued  employment of any of Seller's
employees, except as Buyer may from the date of closing separately contract with
such employees,  agents,  consultants,  or independent  contractors.  Seller and
Buyer  specifically  acknowledge  that  Buyer  does  not  assume  in any  manner
whatsoever  any union  contracts  that may be  outstanding  with  respect to the
Business.

                                   ARTICLE IV.
                                     Closing
     Section  4.01.  The  closing  of the  purchase  and sale of the  Assets  of
Seller's  Business shall take place at the offices of Buyer's  counsel,  T. Alan
Owen, 2017 East Lamar, Suite 100, Arlington, Texas 76006, on or before March 19,
1997.  The closing will have an effective  date of April 1, 1997,  at which time
Seller will cause all funds  (dues)  from the  operation  of the  Business to be
deposited into Buyer's accounts (from and after April 1, 1997).

     Section 4.02. At the closing,  Seller will cause all of the following to be
delivered to Buyer:

     (a) Executed copies of all documents  reasonably  required  pursuant to the
provisions of this Agreement in order to consummate this transaction.




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     (b)  Such  instruments  of  conveyance,  negotiation,   assignment,  and/or
transfer  as Buyer may  reasonably  request to  accomplish  the  transfer of the
ownership of the  purchased  Assets to Buyer,  including,  but not limited to, a
bill of sale with  general  warranty  and any  other  documents  that  Buyer may
reasonably  request to fully and  completely  transfer  to Buyer  those  Assets,
rights,  deposits, and claims to which Buyer is entitled under the terms of this
Agreement.

     (c) All keys to the premises  occupied by the Business in its possession or
control.

                                   ARTICLE V.

                         Representations and Warranties

         Section 5.01. Seller represents, warrants, and agrees to and with 
Buyer as follows:

                  (a)      Seller is a corporation  duly organized,  validly  
existing,  and in good standing under the laws of the State of Texas.

                  (b)      Seller has the full and  unrestricted  right and 
power (i) to make and give, and to bind itself by these representations, 
warranties,  and agreements;  and (ii) to sell, transfer,  convey, and assign 
the Assets of Seller to Buyer.

                  (c)      Seller is duly  authorized,  qualified, and licensed
under any and all applicable  laws and regulations to carry on the Business in
the place and in the manner presently being conducted.

                  (d)      Seller  has or will  have at the  date of  closing  
good  and  merchantable  title  (and complete right of possession)  to all of 
the Assets to be transferred  hereunder,  and will transfer and convey the
Assets to Buyer, free and clear of any liens, claims, encumbrances,  and charges
whatsoever,  other than the  Contracts and the ad valorem taxes owed on Seller's
Assets.  The  instruments of assignment and transfer  delivered by Seller on the
date of Closing  will be  adequate  to convey all rights of Seller in and to the
Assets  purchased  hereunder.  All of the Assets  will be  conveyed  to Buyer by
Seller on the date of closing in an "AS IS" condition.

                  (e)      There is no agreement  presently in effect between 
Seller and any person,  organization, corporation, or other entity




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(except with Buyer  pursuant  hereto)  pursuant to which  Seller will,  upon the
occurrence of certain conditions,  sell, transfer, convey, assign, or in any way
encumber the Assets.

     (f) Neither the  execution  nor the  delivery nor the  performance  of this
Agreement will violate any provisions of federal, Texas, or local law; any order
of any court or other governmental agency or authority,  whether federal, state,
or local; or any agreement or other  instrument to which Seller is a party or by
which Seller is bound. This Agreement  constitutes the legal, valid, and binding
obligations of Seller, enforceable in accordance with its terms.

     (g) No consent or  approval  by any  governmental  agency or  authority  or
nongovernmental  person or entity is required in connection  with the execution,
performance, and delivery by Seller of this Agreement or the consummation by
Seller of the transactions contemplated herein.

     (h)  Seller is not in  violation  of any  federal,  state,  or local law or
regulatory requirement  applicable to the Business.  Seller has not received any
notice or complaint from any governmental  agency or authority in respect of any
claim or violation of any law, regulation,  order, license,  permit, or standard
related to any such legal requirement.

     (i) Seller will  indemnify and hold Buyer  harmless from any loss resulting
from a breach of any representation or warranty contained in this Agreement. The
representations and warranties of Seller shall survive the closing.
         Section 5.02. Buyer represents, warrants, and agrees to and with Seller
as follows:

                  (a)      Buyer is a corporation  duly  organized,  validly 
existing,  and in good standing under the laws of the State of Texas.

                  (b)      The execution,  delivery,  and  performance of this  
Agreement by Buyer  (including the execution of all documents  incident to the 
consummation  of the  transactions  contemplated  herein) will be duly
authorized  by all  necessary  corporate  action  and will  not  violate  any  
provision  of  Buyer's  Articles  of Incorporation or Bylaws or any agreement or
other instrument to which Buyer is a party or by which it is bound.




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                  (c) Buyer will  indemnify and hold Seller  harmless from any 
loss  resulting from a breach or any representation  or  warranty  contained in
this  agreement.  The  representations  and  warranties  of Buyer shall
survive the closing.

                                   ARTICLE VI.

                                    Covenants

     Section 6.01 Seller  covenants and agrees that,  except as may otherwise be
consented to or approved by Buyer in writing, Seller:

     (a) will conduct its Business  only in the ordinary  course,  retaining its
Business organization and using all reasonable efforts to retain the goodwill of
its suppliers,  customers,  and others having business  relations with it and to
keep available the services of its present employees, if any;

     (b) will not enter into any  transaction  other than in the ordinary course
of  business  or incur or agree to incur  any  obligation  or  liability  except
obligations or liabilities incurred in the ordinary course of business;

     (c) will not sell or  otherwise  dispose of any Fixed  Assets,  Records and
Lists, or other Assets;

     (d) will comply with all laws affecting the operation of the Business; and

     (e) will not allow any Permits to lapse.

         Section 6.02.   Buyer covenants and agrees that it:

     (a) will obtain consents,  authorizations, or approvals of any governmental
or  nongovernmental  entity  necessary for the  consummation of the transactions
contemplated by this Agreement; and

     (b) will promptly do all such  reasonable acts and take all such reasonable
measures  as  may  be  appropriate  to  enable  it to  perform  the  agreements,
obligations, and covenants herein provided to be performed by it.




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                                  ARTICLE VII.
                                   Assignment

     Neither  party  shall  have the right to assign  all or any  portion of the
obligations, duties, and benefits of this Agreement without the prior consent of
the other party.
                                  ARTICLE VIII.
                  Conditions Precedent to Obligations of Buyer

     Section 8.01. All  obligations of Buyer under this Agreement are subject to
the  fulfillment,  on or before the closing or funding (as  applicable),  of the
following conditions:

     (a) Buyer shall have  received from Seller the  certificates  and documents
set forth in this Agreement; and

     (b) No suit,  action,  proceeding,  or  investigation  shall be  pending or
threatened  before  any court or other  governmental  agency or  instrumentality
against,  by, or  affecting  Seller or the Assets of the  Business,  which would
prevent  the   consummation   of  this  Agreement  or  any  of  he  transactions
contemplated hereby.
                                   ARTICLE IX.
                                    Indemnity

     Section 9.01 Seller and TIMOTHY  MCKYER  agree to indemnify  and hold Buyer
harmless against and in respect of:

     (a) Any and all claims, demands, expenses, losses, damages, or deficiencies
of any nature whatsoever  resulting from, arising out of, or attributable to (i)
any  misrepresentation  by  Seller,  (ii) any  breach of any  representation  or
warranty made by Seller,  (iii)  non-fulfillment  of any covenant on the part of
Seller,  (iv) any inaccuracy or omission in any certificate or other  instrument
furnished by Seller  hereunder,  or (v) any debt,  liability,  or  obligation of
Seller  relating to the Business  that  originated  prior to April 1, 1997,  not
expressly assumed by Buyer, whether or not such debt,  obligation,  or liability
is absolute, accrued, or contingent;




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     (b) Any and all actions,  demands,  judgments,  costs, interests, and legal
and other expenses incident to any of the foregoing; and

     (c) All  agreements  expressed  in this  contract  for a hold  harmless  or
indemnity shall be included in this indemnity provision.

     Section 9.02 Buyer agrees to indemnify  and hold Seller and TIMOTHY  MCKYER
harmless against and in respect of:

     (a) Any and all claims, demands, expenses, losses, damages, or deficiencies
of any nature whatsoever  resulting from, arising out of, or attributable to (i)
any  misrepresentation  by  Buyer,  (ii) any  breach  of any  representation  or
warranty  made by Buyer,  (iii)  non-fulfillment  of any covenant on the part of
Buyer,  (iv) any inaccuracy or omission in any  certificate or other  instrument
furnished by Buyer hereunder, or (v) any debt, liability, or obligation of Buyer
relating to the Business  that  originated  after April 1, 1997,  whether or not
such debt, obligation, or liability is absolute, accrued, or contingent;

     (b) Any and all actions,  demands,  judgments,  costs, interests, and legal
and other expenses incident to any of the foregoing; and

     (c) All  agreements  expressed  in this  contract  for a hold  harmless  or
indemnity shall be included in this indemnity provision.

     Section 9.03. Procedure on Indemnity. In the event a claim for indemnify or
hold harmless arises according to this Agreement, the party making the claim for
indemnity  or hold  harmless  shall give  notice in writing to the other  party,
identifying fully the basis for the claim, action, or cause of action upon which
an  indemnity  or hold  harmless  is  sought.  The  receiving  party  shall then
determine  in its  exercise  of good  business  judgment  whether or not to make
immediate  payment or resolution  by  settlement  of the claim or action;  or to
defend the action.

     Notice in writing  shall then be given within ten (10) working days after a
demand for an indemnify  or hold  harmless as to the  determination  made by the
indemnifying party to resolve,  settle, or defend the claim or action. The costs
of defense shall




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     be borne and paid by the indemnifying  party,  which shall include the cost
of attorneys' fees and court costs.

     The party seeking  indemnity shall  cooperate  fully with the  indemnifying
party in order to minimize  duplication of effort in the defense of the claim or
action,  and shall fully  cooperate in allowing a defense to be made in the name
of the party seeking indemnity or seeking to be held harmless.

     Upon a  final  resolution  by  final  judgment  of a  court  of law  having
jurisdiction of the dispute,  the indemnifying  party shall make payment in full
of any costs, and expenses,  and any damages that may be finally adjudged in the
claim or action within ten (10) business days after the final judgment.

                                   ARTICLE X.

                              Brokers and Expenses

     Each party hereto  represents to the other that it has not  authorized  any
broker or finder to act on its behalf in  connection  with the sale and purchase
hereunder and that it has not dealt with any broker or finder  purporting to act
for any other party. Each party hereto agrees to indemnify and hold harmless the
other  party from and  against  any and all  liabilities,  costs,  damages,  and
expenses  of any kind or  character  arising  from any claims for  brokerage  or
finder's  fees,  commissions,  or  other  similar  fees in  connection  with the
transactions  contemplated  herein  insofar as such  claims  shall be based upon
alleged arrangements or agreements made by such
party or on its behalf.

                                   ARTICLE XI.

                              Default and Remedies

     Section  11.01.  Seller  shall be  deemed  in  default  hereunder  upon the
occurrence of any one or more of the following events:

     (a) Any of Seller's  warranties  or  representations  set forth  herein are
untrue when made or at closing and are determined to be material; or

     (b) Seller fails to meet, comply with, or perform any covenant,  agreement,
or  obligation  on its part  required  within the time  limits and in the manner
required in this Agreement.




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         Section 11.02.

     (a) Buyer  shall be deemed to be in  default  hereunder  if Buyer  fails to
deliver,  at the  closing,  any of the items  specified  in Section 2.02 of this
Agreement, or if Buyer shall breach any other provision of this Agreement, or if
Buyer terminates this Agreement prior to closing without cause.

     (b) In the event  Buyer  shall  default in the  payment of "the  Contracts"
identified in Section 1.01, Seller shall be entitled to give notice of breach to
Buyer.  Unless Buyer cures the breach  within  thirty (30) days after receipt of
notice,  Seller shall be entitled to immediate return of the Assets  transferred
and conveyed under this agreement  (including all  replacement  property) and to
immediate  possession  of the  premises,  and to take over the  operation of the
Business facility.

     Section  11.03 In the event  Seller is deemed to be in  default  hereunder,
Buyer may, at Buyer's sole option, do any one of the following:

     (a) Terminate this  Agreement by written  notice  delivered to Seller on or
before the closing; or

     (b) Enforce specific performance of this Agreement against Seller; or

     (c)  Exercise  any other  right or  remedy  Buyer  may have  under  Section
11.02(b) of this Agreement and/or may have at law or in equity by reason of such
default, including, but not limited to, the recovery of attorneys' fees incurred
by Buyer in connection  herewith and the reasonable reliance on Seller's promise
to sell the Assets in accordance with the terms of this Agreement.

                                  ARTICLE XII.

                                  Miscellaneous

     Section 12.01.  Any notices,  requests,  demands,  or other  communications
hereunder  shall be in writing  and shall be deemed to have been duly given when
mailed by United States mail, postage pre-paid, registered or certified mail, to
the following addresses:




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         If to Buyer:                       RESULTS BEDFORD, INC.
                                            1237 Val Vista Drive
                                            Mesa, Arizona 85204
                                            Attn:  Gordon Hall

         If to Seller:                      STRONGHOLD, INC.
                                            2602 Harwood Road
                                            Bedford, Texas 76021
                                            Attn:    Jeff Parker

         If to Timothy McKyer:      Timothy McKyer
                                            18225 Kalabash Road
                                            Charlotte, North Carolina 28278

Either party hereto may change its address for  notification  purposes by giving
notice thereof in writing, as aforesaid.

Section  12.02.  All  representations,  warranties,  covenants,  and  agreements
included or provided in this  Agreement or any exhibit  hereto or  instrument of
transfer or other  certificate or document  delivered  pursuant  thereto,  shall
survive the closing.

Section 12.03.  Each party hereto shall from time to time after closing,  at the
reasonable request of the other party and without further consideration, execute
and deliver such further instruments of conveyance, assignment, and transfer and
take such  other  action as the other may  reasonably  request  in order to more
effectively  convey and transfer the Assets conveyed  hereunder and otherwise to
effect the objectives hereof.

Section  12.04.  This Agreement  constitutes  the entire  agreement  between the
parties and there are no  representations,  warranties,  or covenants  except as
provided herein.

Section 12.05. This Agreement  supersedes all prior agreements,  understandings,
negotiations, and discussions, whether written or oral. This Agreement shall not
be modified or amended except by an instrument in writing signed by or on behalf
of the parties  hereto.  This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors,  assigns, and
heirs.  Nothing in this  Agreement  is intended or shall be  construed to confer
upon or give nay person  other  than the  parties  hereto and their  successors,
assigns, and heirs any rights or remedies under or by reason of this Agreement.




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     Section  12.06.  This  Agreement  shall be  governed by and  construed  and
enforced in accordance with the laws of the State of Texas.  VENUE FOR ANY CAUSE
OF ACTION REIATING TO THIS AGREEMENT SHALL BE EXCLUSIVELY TARRANT COUNTY, TEXAS.

     Section  12.07.  Any waiver by any party of any violation of, breach of, or
default  under any  provision  of this  Agreement  shall not be  construed as or
constitute a waiver of any  subsequent  violation,  breach of, or default  under
such  provision  or a waiver of any such party's  rights under any  provision of
this Agreement.  

     Section   12.08.   This   Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         Section 12.09. The parties to this Agreement  covenant to act in good
faith in the  implementation of this Agreement.

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be 
executed to be effective as of the 25th day of February, 1997.

                                                      BUYER:

                                                      RESULTS BEDFORD, INC.
                                                      a Texas corporation

                                                      By:  /s/ T. Alan Owen  
                                                             T.   ALAN OWEN

                                                     Agent and Attorney-in-Fact

                                                     SELLER:

                                                     STRONGHOLD, INC.
                                                     a Texas corporation

                                                     By:  /s/ Timothy McKyer
                                                              TIMOTHY MCKYER
                                                              President

                                                    GUARANTOR:

                                                     By:   /s/ Timothy McKyer
                                                               TIMOTHY MCKYER




ASSET PURCHASE AGREEMENT
                           (tjc/1173-5p3.agr) Page 14

<PAGE>


                                   EXHIBIT "A"

                             FAMILY FITNESS EXCHANGE
                             INVENTORY CONTROL SHEET

                 ITEM NAME .........................................   QUANTITY
     MAROON BLINDS/PER WINDOW .......................................    18
                     CHAIRS .........................................    58
                     COUCHES ........................................     8
                ROUND TABLES ........................................    13
                       DESKS ........................................     9
                   COMPUTERS ........................................     2
                 TELEPHONES .........................................    12
              FILING CABINETS .......................................     9
                     TOWELS .........................................   203
            AEROBIC EQUIPMENT ................................   SHEET ATTACHED
              *STAIR STEPPERS .......................................     6
                 *TREADMILLS ........................................     6
                *CARDIO BIKES .......................................    12
       *AEROBIC STEPS & RISERS ......................................   23 & 92
                REFRIGERATOR ........................................     2
                     FREEZER ........................................     1
          PARAMOUNT EQUIPMENT ...................................SHEET ATTACHED
                FREE WEIGHTS ....................................SHEET ATTACHED

                             *CURRENTLY BEING LEASED
                      *NOT OWNED BY FAMILY FITNESS EXCHANGE
                                 MARCH 19, 1997



EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
                             (TJC/1173.EKA) PAGE 1

<PAGE>

 
                                    DUMBBELLS ..... .................     1
                                         CEILING FANS ...............    13
                                            REGISTER ................     1
                                          MICROWAVE .................     1
                                              STOVE .................     1
                                                OVEN ................     1
                                         BASKETBALLS ................    10
                              RACQUETBALLS & RACQUETS ...............   50 & 3
                                         SOCCER BALLS ...............     4
                                            LADDERS .................     2
                                       WOODEN SHELVES ...............     4
                                          DRY SAUNAS ................     2
                                  LOCKER ROOM BENCHES ...............    14
                                            LOCKERS .................   520
                                         STEAM ROOMS ................     2
                                     SHOWER CURTAINS ................     5
                                     SOAP DISPENSERS ................    15
                                  PAPER TOWEL HOLDERS ...............     5
                                  RED LOCKER ROOM MATS ..............   200
                            NURSERY BEDS W/MATTRESSES ...............     4
                                            DRESSERS ................     1
                                   THUMB TACK BOARDS ................     3

                                              *CURRENTLY BEING LEASED
                                       *NOT OWNED BY FAMILY FITNESS EXCHANGE
                                                  MARCH 19, 1997



EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
                             (TJC/1173.EXA) PAGE 2

<PAGE>
               CHANGING TABLES .......................................    2
          NURSERY READING BOOKS ......................................   85
            NURSERY MOVIE TAPES ......................................   58
                    TRASH CANS .......................................   13
                   POOL CHAIRS .......................................   18
                        CLOCKS .......................................    5
                   TELEVISIONS .......................................    2
                        PLANTS .......................................    7
                 SHOWER CHAIRS .......................................    3
             3-HOLE PAPER PUNCH ......................................    1
                 WALL PICTURES .......................................   15
               WASHING MACHINE .......................................    1
                        DRYER ........................................    1
                    TIME CLOCK .......................................    1
     SILVER METAL SUPPLY SHELVES .....................................    5
        HANGING SHOWER CADDIES .......................................    4
                 *COPY MACHINE .......................................    1
                   *VIDEO GAMES ......................................    5
                   *COFFEE POT .......................................    1
            *COLD DRINK MACHINES .....................................    6
          *BLACK FLOOR MATS/RUGS .....................................   14
               *CANDY MACHINES .......................................    9

                                              *CURRENTLY BEING LEASED
                                       *NOT OWNED BY FAMILY FITNESS EXCHANGE
                                                  MARCH 19, 1997


"A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
                             (TJC/1173.EXA) PAGE 3

<PAGE>

         *SNACK/VENDING MACHINE .......................................   2
                  PAPER CUTTER ........................................   1
                     STAPLER ..........................................   5
              TAPE DISPENSERS .........................................   5
                       LAMPS ..........................................   2
         *CREDIT CARD TERMINAL ........................................   1
           *CREDIT CARD PRINTER .......................................   1
                COMPUTER MOUSE ........................................   1
     ELECTRIC PENCIL SHARPENER ........................................   1
       BLUE ROLLING DESK CHAIRS .......................................   7
                   FLOOR MOPS .........................................   2
                       BROOMS .........................................   1
                   DUST PANS ..........................................   1
            COMPUTER KEYBOARDS ........................................   2
                  POOL HEATER .........................................   1
                   POOL PUMP ..........................................   1
                   SPA HEATER .........................................   1
                     SPA PUMP .........................................   1
                  INDOOR POOL .........................................   1
            INDOOR SPA/HOT TUB ........................................   1
                  HIGH CHAIRS .........................................   2
                BABY WALKERS ..........................................   5

                             *CURRENTLY BEING LEASED
                      *NOT OWNED BY FAMILY FITNESS EXCHANGE
                                 MARCH 19, 1997


EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
                             (TJC/1173.EXA) PAGE 4

<PAGE>

         WALL LENGTH COAT RACK
     CHILDREN'S PICNIC TABLES ........................................    4
         WHITE LOUNGE BENCHES ........................................    3
                 BABY SWINGS .........................................    3
                 WATER HOSE ..........................................    1
                     PODIUM ..........................................    1
              WINDOW CURTAINS ........................................    9
              ROCKING CHAIRS .........................................    2
                 POTTY CHAIR .........................................    1
                DIAPER GENIE .........................................    2
       CHILDREN'S SLIDE CENTER .......................................    1

         AEROBIC EQUIPNENT ..........................................  QUANTITY
                       RADIO .........................................    1
                BLUE AB MATS .........................................   16
                YELLOW BANDS .........................................    9
                 GREEN BANDS .........................................   12
                WEIGHT BELTS .........................................    3
       RECHARGEABLE BATTERIES ........................................    2
              1-LB. DUMBBELL .........................................   22
              2-LB. DUMBBELL .........................................   16
              5-LB. DUMBBELL .........................................    8

                             *CURRENTLY BEING LEASED
                      *NOT OWNED BY FAMILY FITNESS EXCHANGE
                                 MARCH 19, 1997

EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
                             (TJC/1173.EXA) PAGE 5

<PAGE>

       8-LB. DUMBBELL .................................................   1
       10-LB. DUMBBELL ................................................   5
       12-LB.  DUMBBELL ...............................................   2
       15-LB.  DUMBBELL ...............................................   2
       20-LB.  DUMBBELL ...............................................   2
       25-LB.  DUMBBELL ...............................................   2
       30-LB.  DUMBBELL ...............................................   2
       35-LB.  DUMBBELL ...............................................   4
       40-LB.  DUMBBELL ...............................................   3
       45-LB.  DUMBBELL ...............................................   2
       50-LB.  DUMBBELL ...............................................   2
       55-LB.  DUMBBELL ...............................................   2
       60-LB.  DUMBBELL ...............................................   2
       65-LB.  DUMBBELL ...............................................   2
       70-LB.  DUMBBELL ...............................................   2
       75-LB.  DUMBBELL ...............................................   2
       85-LB.  DUMBBELL ...............................................   2
     100-LB. DUMBBELL .................................................   2

                           PARAMOUNT EQUIPMENT                        QUANTITY
                                   LEG SLED   1
                                  ROMAN BENCH 1

                             *CURRENTLY BEING LEASED
                      *NOT OWNED BY FAMILY FITNESS EXCHANGE
                                 MARCH 19, 1997

EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
                             (TJC/1173.EXA) PAGE 6

<PAGE>

                            INNER THIGH ...............................   1

                            OUTER THIGH

                            MULTI HIP .................................   1

                            ABDOMINAL .................................   1

                            LEG CURL ..................................   1

                            LEG EXTENSION .............................   1

                            CALF RAISE
                                                                          2

                            LEG PRESS .................................   1

                            SEATED ROW ................................   1

                            LAT PULL ..................................   1

                            ROTARY TORSO ..............................   1

                            DELTOID ...................................   1

                            SHOULDER PRESS ............................   1

                            SEATED CHEST ..............................   1

                            VERTICAL BUTTERFLY ........................   1

                            BICEP CURL ................................   1

                            PULLEY SEATED ROW .........................   1

                            SMITH MACHINE .............................   1

                            ADJUSTABLE INCLINE BENCH ..................   1

                            ABDOMINAL LIFT ............................   1

                            DECLINE BENCH .............................   1

                            INCLINE BENCH .............................   1



                             *CURRENTLY BEING LEASED
                      *NOT OWNED BY FAMILY FITNESS EXCHANGE
                                 MARCH 19, 1997

EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
                             (TJC/1173.EXA) PAGE 7

<PAGE>

                   BENCH PRESS .......................................    2
                 PREACHER CURL .......................................    1
      ADJUSTABLE DECLINE BENCH .......................................    1
                 SQUAT MACHINE .......................................    1
             ADJ. SIT-UP BOARD .......................................    1

               WEIGHT PLATES ......................................... QUANTITY
                   POWER RACK ........................................    1
     VERTICAL WEIGHT PLATE RACK ......................................    2
             DOUBLE D.B. RACK ........................................    2
                    2-1/2 LB .........................................    8
                        5-LB .........................................   16
                      10-LB ..........................................   25
                      25-LB ..........................................   10
                      35-LB ..........................................    6
                      45-LB ..........................................   14
                      100-LB .........................................    4





                             *CURRENTLY BEING LEASED
                      *NOT OWNED BY FAMILY FITNESS EXCHANGE
                                 MARCH 19, 1997


EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
                             (TJC/1173.EXA) PAGE 8

<PAGE>

                                    EXHIBIT B
                          PERSONAL ASSETS OF TIM MCKYER
486 Compudyne Personal Computer
Laser printer
Fax machine
Credit card swipe machines
Photographs of Tim McKyer and family








                                 EXHIBIT B SOLO
PAGE
(TJC/1173.B)