<PAGE>   1
                                                                   EXHIBIT 10.67





                            ASSET PURCHASE AGREEMENT

                                    between

                    SELF IMAGE SPORTS AND FITNESS CO., INC.
                            a Tennessee corporation
                                   as Seller

                                      and

                           BOLLINGER INDUSTRIES, L.P.
                          a Texas limited partnership
                                  as Purchaser


                             Dated October 8, 1998
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                       <C>
1.  DEFINITIONS

2.  SALE AND PURCHASE
    (a) PURCHASE AND SALE OF ASSETS ................................................................      3
    (b) PURCHASE PRICE .............................................................................      3
    (c) PAYMENT OF PURCHASE PRICE ..................................................................      3
    (d) ALLOCATIONS OF PURCHASE PRICE ..............................................................      3
    (e) ASSUMPTION OF LIABILITIES ..................................................................      3

3.  SELLER'S REPRESENTATIONS AND WARRANTIES
    (a) ORGANIZATION OF SELLER .....................................................................      3
    (b) AUTHORIZATION OF TRANSACTION AND CONSENTS ..................................................      4
    (c) NONCONTRAVENTION ...........................................................................      4
    (d) BROKERS' FEES ..............................................................................      4
    (e) TITLE TO ASSETS ............................................................................      4
    (f) FINANCIAL STATEMENTS .......................................................................      4
    (G) EVENTS SUBSEQUENT TO MOST RECENT FISCAL YEAR END ...........................................      4
    (h) LEGAL COMPLIANCE ...........................................................................      4
    (i) TAX MATTERS ................................................................................      5
    (j) INTELLECTUAL PROPERTY ......................................................................      5
    (k) PERSONAL PROPERTY ..........................................................................      6
    (l) ACCOUNTS RECEIVABLE ........................................................................      6
    (m) LITIGATION .................................................................................      6
    (n) LIABILITY CLAIMS ...........................................................................      7
    (o) PRODUCT WARRANTY ...........................................................................      7
    (p) PRODUCT LIABILITY ..........................................................................      7
    (q) ENVIRONMENT, HEALTH, AND SAFETY ............................................................      7
    (r) LOCATION OF INVENTORY ......................................................................      8
    (s) DISCLOSURE .................................................................................      8

4.  PURCHASER'S REPRESENTATIONS AND WARRANTIES
    (a) ORGANIZATION OF THE PURCHASER ..............................................................      8
    (b) AUTHORIZATION OF TRANSACTION ...............................................................      8
    (c) NONCONTRAVENTION ...........................................................................      8
    (d) BROKERS' FEES ..............................................................................      8

5.  AUDITS AND ADJUSTMENTS TO PURCHASE PRICE
    (a) AUDIT OF ASSETS ............................................................................      9
    (b) ADJUSTMENTS TO PURCHASE PRICE ..............................................................      9
    (C) CALCULATION AND PAYMENT OF PURCHASE PRICE ADJUSTMENTS ......................................      9
    (d) ADJUSTMENTS TO INVENTORY AND ACCOUNTS RECEIVABLE............................................      9
</TABLE>


                                       -i-
<PAGE>   3

<TABLE>
<S>                                                                                                       <C>
6.  THE CLOSING
    (a) DATE OF CLOSING ............................................................................     10
    (b) ITEMS DELIVERED AT THE CLOSING .............................................................     10

7.  INDEMNIFICATION BY SELLER
    (a) LIABILITIES NOT ASSUMED ....................................................................     11
    (b) OPERATIONS OF THE BUSINESS .................................................................     11
    (c) DAMAGES ....................................................................................     11
    (d) ENVIRONMENTAL ..............................................................................     11
    (e) BULK TRANSFERS .............................................................................     11
    (f) ACTIONS ....................................................................................     11

8.  INDEMNIFICATION BY PURCHASER
    (a) DAMAGES ....................................................................................     11
    (b) INVENTORY INVOICES .........................................................................     12
    (c) OPERATIONS OF THE BUSINESS .................................................................     12
    (d) ACTIONS ....................................................................................     12

9.  POST-CLOSING SETTLEMENT AND OTHER MATTERS
    (a) POST CLOSING CALCULATION OF PURCHASE PRICE ADJUSTMENTS .....................................     12
    (b) GOOD FAITH EFFORTS .........................................................................     12
    (c) PRODUCT WARRANTY AND RETURNS AFTER CLOSING .................................................     13
    (d) SALES AND TRANSFER TAXES ...................................................................     13
    (e) RESERVATION FOR ACCOUNTS RECEIVABLE ........................................................     13

10. MISCELLANEOUS
    (a) RESOLUTION OF DISPUTES .....................................................................     14
    (b) BULK TRANSFER LAWS .........................................................................     14
    (c) NO THIRD-PARTY BENEFICIARIES ...............................................................     14
    (d) ENTIRE AGREEMENT ...........................................................................     14
    (e) SUCCESSION AND ASSIGNMENT ..................................................................     15
    (f) COUNTERPARTS ...............................................................................     15
    (g) HEADINGS ...................................................................................     15
    (h) FORCE MAJEURE ..............................................................................     15
    (i) NOTICES ....................................................................................     15
    (j) GOVERNING LAW ..............................................................................     16
    (k) AMENDMENTS AND WAIVERS .....................................................................     16
    (l) SEVERABILITY ...............................................................................     16
    (m) EXPENSES ...................................................................................     16
    (n) GENERAL RULES OF CONSTRUCTION ..............................................................     16
    (o) INCORPORATION OF EXHIBITS ..................................................................     17
    (a) LIABILITIES NOT ASSUMED ....................................................................     17
    (b) OPERATIONS OF THE BUSINESS .................................................................     18
    (c) ENVIRONMENTAL ..............................................................................     18
    (d) BULK TRANSFERS .............................................................................     18
    (e) SALES AND TRANSFER TAXES ...................................................................     18
    (f) ACTIONS ....................................................................................     18
</TABLE>





                                      -ii-
<PAGE>   4
                            ASSET PURCHASE AGREEMENT

         This asset purchase agreement ("Agreement") is entered into by Self
Image Sports and Fitness Co., Inc., a Tennessee corporation ("Seller"), and
Bollinger Industries, L.P., a Texas limited partnership ("Purchaser")
(collectively the "Parties").

         Seller and Purchaser have reached an understanding with respect to the
sale by Seller and the purchase by Purchaser of certain assets of Seller, as
same are more particularly described in this Agreement.

         In consideration of the rights, obligations, representations,
warranties, and covenants provided for in this Agreement, the Parties agree as
follows.

         1.      DEFINITIONS.  As used in this Agreement, the following terms
shall have the meanings indicated below:

                 (a)      "Accounts Receivable" means the rights to payment for
goods sold or leased or for services rendered by Seller that are identified on
EXHIBIT 1(a) as of September 18, 1998, and as same will be amended as provided
in this Agreement to update such listing as of the Closing Date.

                 (b)      "Affiliate" means, with respect to any individual,
partnership, limited liability company, corporation, unincorporated
organization or association, trust (including the trustees thereof in their
capacity as such) or other entity (collectively a "Person"), any other Person
which either directly or indirectly controls, is controlled by or is under
common control with the first Person.

                 (c)      "Assets" means the Accounts Receivable, Intellectual
Property, Inventory, and Personal Property.

                 (d)      "Business" means all aspects of Seller's operations
related to the manufacture, sale, marketing, and distribution of boxing and
other related exercise accessories, as currently conducted by Seller.

                 (e)      "Closing" means the closing of the sale and purchase
of assets contemplated in this Agreement and described in SECTION 6 of this
Agreement.

                 (f)      "Confidential Information" means any information
concerning the businesses and affairs of Seller that is not already generally
available to the public.

<PAGE>   5
                 (g)      "Effective Date" means the Closing Date.

                 (h)      "Environmental, Health, and Safety Laws" mean the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
the Resource Conservation and Recovery Act of 1976, and the Occupational Safety
and Health Act of 1970, each as amended, together with all other laws
(including rules, regulations, codes, plans, injunctions, judgments, orders,
decrees, rulings, and charges thereunder) of federal, state, local, and foreign
governments (and all agencies thereof) concerning pollution or protection of
the environment, public health and safety, or employee health and safety,
including laws relating to emissions, discharges, releases, or threatened
releases of pollutants, contaminants, gasoline and other fuels, or chemical,
industrial, hazardous, or toxic materials or wastes into ambient air, surface
water, ground water, or lands or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport, or
handling of pollutants, contaminants, or chemical, industrial, hazardous, or
toxic materials or wastes.

                 (i)      "Extremely Hazardous Substance" has the meaning set
forth in Sec. 302 of the Emergency Planning and Community Right-to-Know Act of
1986, as amended.

                 (j)      "Intellectual Property" means (1) all inventions
(whether patentable or unpatentable), patents, and improvements, modifications,
and changes thereto, (2) all trademarks, logos, trade names, and corporate
names, (3) all copyrightable works, copyrights, and renewals in connection
therewith, (4) all trade secrets and confidential business information
(including compositions, manufacturing and production processes and techniques,
technical data, designs, drawings, specifications, customer and supplier lists,
customer credit information, pricing and cost information, and business and
marketing plans and proposals), (5) all other proprietary rights, and (6) all
copies and tangible embodiments thereof (in whatever form or medium).  For
purposes of reference and not in limitation of the foregoing, the Intellectual
Property is described on EXHIBIT 1(j) and designated as either Seller owned or
third party owned.

                 (k)      "Inventory" means the inventory, raw materials,
supplies, manufactured and purchased parts, and goods in process that are held
and used by Seller in the Business.  For purposes of reference and not in
limitation of the foregoing, the Inventory is described on EXHIBIT 1(k) at
September 19, 1998, and such listing shall be updated through the Closing Date
as provided in this Agreement.  Inventory specifically excludes any Aeroglove
inventory that is held on Seller's business premises, as such products are not
owned by Seller.





                                      -2-
<PAGE>   6
                 (l)      "Personal Property" means the tangible personal
property described on EXHIBIT 1(l).

         2.      SALE AND PURCHASE.

                 (a)      PURCHASE AND SALE OF ASSETS.  On and subject to the
terms and conditions of this Agreement and in reliance on the representations
and warranties of Seller and Purchaser contained in this Agreement, Purchaser
hereby purchases from Seller, and Seller hereby sells, transfers, conveys, and
delivers to Purchaser, all of the Assets and the Business at the Closing for
the consideration specified in this Section.

                 (b)      PURCHASE PRICE.  The total consideration for the
Business and the Assets is One Million Five Hundred Thousand Dollars
($1,500,000) (the "Purchase Price"), as same is adjusted under the provisions
of SECTION 5(b).

                 (c)      PAYMENT OF PURCHASE PRICE.  The Purchase Price shall
be paid to Seller as follows:

                          (1)     a cash payment to Seller in immediately
available federal funds at Closing of $1,400,000, plus or minus the adjustments
to such cash payment that are provided for in SECTION 5(c) and agreed to by
Purchaser and Seller at the Closing; and

                          (2)     a cash payment to Seller in immediately
available federal funds of $100,000, plus or minus the adjustments that are
provided for in SECTION 9(e), payable to Seller at the time set forth in
SECTION 9(e).

                 (d)      ALLOCATIONS OF PURCHASE PRICE.  The Parties shall
mutually agree on an allocation of the Purchase Price to the Assets and
complete EXHIBIT 2(d) with such allocation.  Seller and Purchaser further agree
that (1) these allocations have been made as provided in Section 1060 of the
Internal Revenue Code of 1986 (the "Code"), (2) each shall file Form 8594
(Asset Allocation Statement Under Section 1060) on a timely basis for reporting
the allocation, (3) the filing shall be consistent with the allocations set
forth on EXHIBIT 2(d), and (d) neither will take any position on its respective
income tax return that is inconsistent with the allocation.

                 (e)      ASSUMPTION OF LIABILITIES.  Except for the invoices
that are described on EXHIBIT 5(c), Purchaser is not assuming any liabilities
or obligations of or claims against





                                      -3-
<PAGE>   7
Seller of any nature or type, whether same exist on the Closing Date or arise
after the Closing Date.

         3.      SELLER'S REPRESENTATIONS AND WARRANTIES.  Seller represents
and warrants to Purchaser that the statements contained in this Section are
correct and complete as of the Closing date.

                 (a)      ORGANIZATION OF SELLER.  Seller is a corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation and such other states or jurisdictions where
the failure to so qualify would have a material, adverse affect on its Business
or the Assets.

                 (b)      AUTHORIZATION OF TRANSACTION AND CONSENTS.  Seller
has full power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.  Without limiting the generality of the
foregoing, the board of directors of Seller and Seller's shareholders have duly
authorized the execution, delivery, and performance of this Agreement by
Seller.  To the knowledge of Seller and its officers, directors, and
shareholders, no consents from Persons not a party to this Agreement are
required for the consummation of the transactions contemplated by this
Agreement.

                 (c)      NONCONTRAVENTION.  Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (1) violate any statute, regulation, order, or other
restriction of any government, governmental agency, or court to which Seller is
subject or any provision of the charter or bylaws of Seller, or (2) cause a
breach, default, or termination with regard to the Intellectual Property.

                 (d)      BROKERS' FEES.  Seller has no liability or obligation
to pay any fees or commissions to any broker, finder, or agent with respect to
the transactions contemplated by this Agreement for which Purchaser could
become liable or obligated.

                 (e)      TITLE TO ASSETS.  Seller has, and assigns to
Purchaser pursuant to this Agreement, good and marketable title to, or a valid
contract interest in, the Assets, free and clear of all liens, security
interests, obligations, or encumbrances, other than the invoices set forth on
EXHIBIT 5(c).

                 (f)      FINANCIAL STATEMENTS.  To the best of Seller's
knowledge, after reasonable inquiry, all balance sheets, revenue and expense
statements, and other financial data of Seller supplied to Purchaser have been
prepared in accordance with generally accepted accounting principles applied on
a consistent





                                      -4-
<PAGE>   8
basis, present fairly the financial condition and the results of operations of
Seller, and are correct and complete.

                 (g)      EVENTS SUBSEQUENT TO MOST RECENT FISCAL YEAR END.  To
the best of Seller's knowledge, after reasonable inquiry, there has not been
any material adverse change in the business, financial condition, operations,
results of operations, or future prospects of Seller since the end of the most
recent fiscal year of seller.

                 (h)      LEGAL COMPLIANCE.  To the best of Seller's knowledge,
after reasonable inquiry, Seller has complied with all applicable laws
(including rules, regulations, codes, plans, injunctions, judgments, orders,
decrees, rulings, and charges thereunder) of federal, state, local, and foreign
governments (and all agencies thereof), and no action, suit, proceeding,
hearing, investigation, charge, complaint, claim, demand, or notice has been
filed or commenced against Seller alleging any failure so to comply.

                 (i)      TAX MATTERS.

                          (1)     Seller has filed, within the applicable time
period including extensions, all local, state, and federal income,
informational, franchise, sales, and other tax returns of any nature and type
that it is required to file, all such tax returns were correct and complete in
all respects, and all taxes, fees, penalties, interest, or other expenses
related thereto have been paid in full or adequate provision has been made for
same.

                          (2)     Seller has withheld and paid, or made
adequate provisions for the payment of, all taxes required to have been
withheld and paid in connection with amounts paid or owing to any employee,
independent contractor, creditor, stockholder, or other third party.

                          (3)     There is no dispute or claim concerning any
tax liability or similar liability of Seller either (1) claimed or raised by
any authority in writing, or (2) as to which any of Seller's shareholders,
directors, or officers have knowledge based upon personal contact with any
agent of such authority.

                 (j)      INTELLECTUAL PROPERTY.

                          (1)     Seller owns all the Intellectual Property,
and each item of Intellectual Property will be owned by Purchaser on identical
terms and conditions immediately subsequent to the Closing Date.





                                      -5-
<PAGE>   9
                          (2)     Seller has not interfered with, infringed
upon, misappropriated, or otherwise come into conflict with any Intellectual
Property rights of third parties, and none of Seller's shareholders, directors,
or officers has ever received any charge, complaint, claim, demand, or notice
alleging any such interference, infringement, misappropriation, or violation
(including any claim that Seller must license or refrain from using any
intellectual property rights of any third party).  To the knowledge of Seller's
shareholders, directors, and officers, no third party has interfered with,
infringed upon, misappropriated, or otherwise come into conflict with any
Intellectual Property rights of Seller that are the subject of this Agreement.

                          (3)     With regard to Seller's Intellectual
Property, EXHIBIT 1(j) identifies each (A) patent or registration which has
been issued to Seller, (B) pending patent application or application for
registration which Seller has made, and (C) identifies each license, agreement,
or other permission which Seller has granted to any third party.  Seller has
delivered to Purchaser correct and complete copies of all such patents,
registrations, applications, licenses, agreements, and permissions (as amended
to date) and has made available to Purchaser correct and complete copies of all
other written documentation evidencing ownership and prosecution (if
applicable) of each such item.  EXHIBIT 1(j) also identifies each trade name or
unregistered trademark used by Seller in the Business.  As to each of the
foregoing:

                                  (a)      Seller possesses all right, title,
and interest in and to the item, free and clear of any lien, security
interests, encumbrance, license, or other restriction;

                                  (b)      the item is not subject to any
outstanding injunction, judgment, order, decree, ruling, or charge;

                                  (c)      no action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand is pending, or to
the knowledge of any of Seller's shareholders, directors, or officers is
threatened, which challenges the legality, validity, enforceability, use, or
ownership of the item; and

                                  (d)      Seller has never agreed to any
infringement, misappropriation, or other conflict with respect thereto.

                 (k)      PERSONAL PROPERTY.  Seller has maintained the
Personal Property consisting of equipment, machinery, and similar items in
accordance with normal industry practice, and represents





                                      -6-
<PAGE>   10
that it is in good operating condition and repair (subject to normal wear and
tear), and it is suitable for the purposes for which it presently is used.

                 (l)      ACCOUNTS RECEIVABLE.  The Accounts Receivable are
reflected properly on Seller's books and records and are valid receivables for
the sale of Inventory or services related to the Business.

                 (m)      LITIGATION.  EXHIBIT 3(m) sets forth each instance in
which Seller (1) is subject to any outstanding injunction, judgment, order,
decree, ruling, or charge or (2) is a party, or to the knowledge of Seller's
shareholders, directors, or officers is threatened to be made a party, to any
action, suit, proceeding, hearing, or investigation of, in, or before any court
or quasi-judicial or administrative agency of any federal, state, local, or
foreign jurisdiction or before any arbitrator.  None of the actions, suits
proceedings, hearings, and investigations set forth in EXHIBIT 3(m) could
result in any material adverse change in the business, financial condition,
operations, results of operations, or future prospects of the Business to be
acquired by Purchaser.

                 (n)      LIABILITY CLAIMS.  EXHIBIT 3(n) sets forth with
regard to products sold in the Business: (1) each claim for coverage that has
been filed by Seller since December 31, 1996 under any liability insurance
policy, and (2) each event or occurrence in respect of which a claim for
coverage under any liability insurance policy could have been or could be filed
if the event or occurrence had been or is reported to or otherwise known to
Seller.

                 (o)      PRODUCT WARRANTY.  Each product manufactured, sold,
leased, or delivered by Seller has been in conformity with all applicable
contractual commitments and all express and implied warranties, and Seller does
not have any liability (and there is no basis for any present or future action,
suit, proceeding, hearing, investigation, charge, complaint, claim, or demand
against Seller giving rise to any liability) for replacement or repair thereof
or other damages in connection therewith.  No product manufactured, sold,
leased, or delivered by Seller is subject to any guaranty, warranty, or other
indemnity beyond the applicable standard terms and conditions of sale or lease,
and Seller has furnished a written copy of such standard terms and conditions
to Purchaser and designated in writing the materials so furnished.

                 (p)      PRODUCT LIABILITY.  Seller has no liability (and
there is no basis for any present or future action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand against Seller giving rise
to any liability) arising out





                                      -7-
<PAGE>   11
of any injury to individuals or property as a result of the ownership,
possession, or use of any product manufactured, sold, leased, or delivered by
Seller in the course of its prior operations of the Business.

                 (q)      ENVIRONMENT, HEALTH, AND SAFETY

                          (1)     Seller and its predecessors and Affiliates
have complied with all Environmental, Health, and Safety Laws, and no action,
suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or
notice has been filed or commenced that alleges any failure so to comply.
Without limiting the generality of the preceding sentence, Seller and its
predecessors and Affiliates have obtained and been in compliance with all of
the terms and conditions of all permits, licenses, and other authorizations
which are required under, and have complied with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules, and timetables which are contained in, all Environmental, Health,
and Safety Laws.

                          (2)     Seller and its predecessors and Affiliates
have not handled or disposed of any substance, arranged for the disposal of any
substance, exposed any employee or other individual to any substance or
condition, or owned or operated any property or facility in any manner that
could form the basis for any present or future action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand against Seller that
would give rise to (1) any liability for damage to any site, location, or body
of water (surface or subsurface), (2) for any illness of or personal injury to
any employee or other individual, or (3) for any reason under any
Environmental, Health, and Safety Law.

                          (3)     All properties and equipment used in the
Business of Seller and its predecessors and Affiliates have been and are free
of Extremely Hazardous Substances.

                 (r)      LOCATION OF INVENTORY.  The Inventory is located at
the street addresses set forth on Exhibit 3(r).

                 (s)      DISCLOSURE.  The representations and warranties
contained in this Section do not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements and information contained in this Section not misleading.

         4.      PURCHASER'S REPRESENTATIONS AND WARRANTIES.  Purchaser
represents and warrants to Seller that the statements contained in this Section
are correct and complete as of the Closing Date.





                                      -8-
<PAGE>   12
                 (a)      ORGANIZATION OF THE PURCHASER.  Purchaser is duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its formation and authorized to conduct its business in such
other jurisdictions as are necessary for the consummation of this Agreement.

                 (b)      AUTHORIZATION OF TRANSACTION.  Purchaser has full
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder.  This Agreement constitutes the valid and legally
binding obligation of the Purchaser, enforceable in accordance with its terms
and conditions.

                 (c)      NONCONTRAVENTION.  Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (1) violate any statute, regulation, order, or other
restriction of any government, governmental agency, or court to which Purchaser
is subject or any provision of the partnership agreement of Purchaser, or (2)
cause a breach, default, or acceleration of any contracts or agreements by
which it is bound.

                 (d)      BROKERS' FEES.  Purchaser has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which Seller
could become liable or obligated.

         5.      AUDITS AND ADJUSTMENTS TO PURCHASE PRICE.  The Parties agree
to the following:

                 (a)      AUDIT OF ASSETS.  EXHIBIT 1(l) listing certain items
of Seller's Personal Property and EXHIBIT 1(k) listing the Inventory were
prepared on the basis of a physical audit performed by Seller and Purchaser on
September 19, 1998.  Also, a listing of the Accounts Receivable of Seller was
prepared as of the end of business on September 18, 1998, and this listing is
attached as EXHIBIT 1(a).

                 (b)      ADJUSTMENTS TO PURCHASE PRICE.  The Parties agree
that the Purchase Price shall be adjusted as follows:

                          (1)     It shall be increased by the amount of
$1,610.00 per day including and from September 21, 1998 through and including
the Closing Date;

                          (2)     It shall be decreased by the cash receipts of
Seller on or after September 19, 1998 through and including the Closing Date;

                          (3)     It shall be increased by the invoice cost of
any items of inventory, and the freight costs attributable to





                                      -9-
<PAGE>   13
same, that were received by Seller on or after September 20, 1998 through and
including the Closing Date; and

                          (4)     It shall be increased by the amount of
freight costs attributable to customer shipments on or after September 19, 1998
through and including the Closing Date.

                 (c)      CALCULATION AND PAYMENT OF PURCHASE PRICE
ADJUSTMENTS.  To the extent determined as practicable by Seller and Purchaser,
the Purchase Price adjustments described in subsection (b) above shall be
determined on or prior to the Closing Date and shall be paid as follows: (1) If
represented by inventory purchases and freight costs under subsection (b)(3),
Purchaser shall assume all liabilities for the cost of same as represented by
the invoices described on EXHIBIT 5(c); and (2) If represented by any of the
other adjustments under subsection (b) above, it shall be added or subtracted
from the cash payment owed to Seller under SECTION 2(c)(1).  To the extent not
so determined on or prior to the Closing Date, the Purchase Price adjustments
under subsection (b) shall be determined and settled between the Parties under
the post-closing settlement procedures set forth in SECTION 9.

                 (d)      ADJUSTMENTS TO INVENTORY AND ACCOUNTS RECEIVABLE.
The inventory that is purchased and accounted for under subsection (b)(3) above
shall be added to the Inventory being purchased under this Agreement.  The
accounts receivable that result from sales of Inventory on or after September
18, 1998 through and including the Closing Date shall be added to the Accounts
Receivable being purchased under this Agreement.

         6.      THE CLOSING.

                 (a)      DATE OF CLOSING.  The Closing for the purchase and
sale contemplated by this Agreement is taking place on the date on the
signature page of this Agreement (the "Closing Date"), and this shall be the
effective date of this Agreement.

                 (b)      ITEMS DELIVERED AT THE CLOSING.

                          (1)     BY SELLER.  Seller is delivering to Purchaser
each of the following items:

                                  (A)      A certificate of good standing
issued by the appropriate state office and dated within thirty (30) days of the
Closing Date, and a copy of the shareholder and board of director consents
approving this Agreement;





                                      -10-
<PAGE>   14
                                  (B)      Executed originals of bills of sale
and other applicable assignment documents conveying title to the Assets on
forms acceptable to Seller;

                                  (C)      Possession of the Assets;

                                  (D)      A certificate of insurance providing
for tail liability insurance coverage for the operations of the Business on and
prior to the Closing Date that is effective until December 1, 2000 and that
names Purchaser and Foothill Capital Corporation as an additional insured under
such coverage;

                                  (E)      Executed originals of the
Noncompetition Agreement attached hereto as EXHIBIT 6(b)(1)(E);

                                  (F)      Executed originals of the
Registration  Rights and Option Agreement attached hereto as EXHIBIT
6(B)(1)(F);

                                  (G)      Executed originals of the Services
Letter attached as EXHIBIT 6(b)(1)(G); and

                                  (H)      Executed originals of this
Agreement.

                          (2)     BY PURCHASER.  Purchaser is delivering to
Seller each of the following items:

                                  (A)      Payment of the Purchase Price in
accordance with the terms of SECTION 2(c);

                                  (B)      Executed originals of the
Registration  Rights and Option Agreement attached hereto as EXHIBIT
6(B)(1)(F);

                                  (C)      Executed originals of the Services
Letter attached as EXHIBIT 6(b)(1)(G); and

                                  (D)      Executed originals of this
Agreement.

         7.      INDEMNIFICATION BY SELLER.  Seller agrees to defend, indemnify
and hold Purchaser harmless against the following items:

                 (a)      LIABILITIES NOT ASSUMED.  Any and all liabilities and
obligations of or claims against Seller not assumed by Purchaser under the
terms of this Agreement;





                                      -11-
<PAGE>   15
                 (b)      OPERATIONS OF THE BUSINESS.  All matters relating to
Seller and the operation of the Business on or before the Closing Date;

                 (c)      DAMAGES.  Any and all damage or deficiency resulting
from any misrepresentation, breach of warranty, or nonfulfillment of any
covenant or agreement on the part of Seller under this Agreement or from any
misrepresentation in, or omission from, any certificate or other instrument
furnished or to be furnished to Purchaser pursuant to this Agreement, or in
connection with the transactions contemplated hereby;

                 (d)      ENVIRONMENTAL.  Any and all claims for environmental
spills or pollution and the handling of Extremely Hazardous Substances in the
operation of the Business that relate to periods on or before the Closing Date;

                 (e)      BULK TRANSFERS.  Any and all claims related to the
Parties not complying with all applicable bulk transfer laws, including but not
limited to the notice provisions of same; and

                 (f)      ACTIONS.  Any and all actions, suits, proceedings,
demands, assessments, judgments, costs, and expenses incident to any of the
foregoing.

         If Purchaser receives notice of any claim against it or Seller with
respect to any unassumed liability or obligation of Seller, Purchaser shall
promptly notify Seller of same and Seller shall compromise or defend same, with
Seller further agreeing to inform Purchaser in writing from time to time as is
reasonable regarding the status of such claim.

         8.      INDEMNIFICATION BY PURCHASER.  Purchaser agrees to defend,
indemnify and hold Seller harmless against the following items:

                 (a)      DAMAGES.  Any and all damages or deficiencies
resulting from any misrepresentation, breach of warranty, or nonfulfillment of
any covenant or agreement on the part of Purchaser under this Agreement or from
any misrepresentation in connection with the transaction contemplated hereby;

                 (b)      INVENTORY INVOICES.  The invoices described on
EXHIBIT 5(c);

                 (c)      OPERATIONS OF THE BUSINESS.  All matters relating to
Purchaser and the operation of the Business after the Closing Date; and





                                      -12-
<PAGE>   16
                 (d)      ACTIONS.  Any and all actions, suits, proceedings,
demands, assessments, judgments, costs, and expenses incident to any of the
foregoing.

         If Seller receives notice of any claim against it or Purchaser with
respect to the Liabilities, Seller shall promptly notify Purchaser of same and
Purchaser shall compromise or defend same, with Purchaser further agreeing to
inform Seller in writing from time to time as is reasonable regarding the
status of such claim.

         9.      POST-CLOSING SETTLEMENT AND OTHER MATTERS.

                 (a)      POST CLOSING CALCULATION OF PURCHASE PRICE
ADJUSTMENTS.  Within fifteen (15) days after the Closing, Seller shall prepare
a settlement statement (the "Settlement Statement") and make available to
Purchaser all records necessary for Purchaser to review and confirm the
accuracy of the Settlement Statement.  The Settlement Statement shall set forth
any changes to results of the Closing Date calculation of the purchase price
adjustments as provided for in SECTION 5(c) and the calculation of the purchase
price adjustments that are provided for in SECTION 5(b) that were not included
in the Closing Date calculation as set forth in SECTION 5(c).  Within ten (10)
days after Purchaser's receipt of the Settlement Statement, Purchaser shall
deliver to Seller a written report which contains any changes which Purchaser
proposes to the Settlement Statement and any requests for additional
information Purchaser requests.  Within five (5) days after Seller's receipt of
Purchaser's written report, Seller shall respond in writing to Purchaser's
written report.  If the Purchaser and Seller reach an agreement with respect to
the payment due to either Purchaser or Seller under the Settlement Statement,
then any amount owed shall be paid within five (5) days of such agreement.
Amounts paid after such five (5) days shall bear interest at the rate of
fourteen percent (14.0%) per annum.

                 (b)      GOOD FAITH EFFORTS.  Purchaser and Seller shall each
use its reasonable good faith efforts to agree with respect to any amounts due
pursuant to the Settlement Statement no later than thirty (30) days after the
Closing.  If an agreement has not been reached within such period, either party
may seek to enforce any rights it claims under this Agreement.  In the event a
party has used its reasonable efforts to reach an agreement with respect to any
amounts due under the Settlement Statement and such party is successful in a
legal action for any amount due to it, the successful party shall be entitled
to reimbursement from the other party of all expenses and costs related to the
legal action and shall be entitled to interest at the rate of fourteen percent
(14.0%) per annum on the amount due.  In such event, the





                                      -13-
<PAGE>   17
interest shall be calculated from thirty (30) days after the Closing.

                 (c)      PRODUCT WARRANTY AND RETURNS AFTER CLOSING.
Purchaser agrees to perform all warranty work related to the products sold by
Seller in Seller's Business operations on or prior to the Closing Date and
similarly agrees to accept all customer returns of products sold by Seller in
the Business on or prior to the Closing Date.  Purchaser's obligations under
the foregoing shall apply to warranty work and product returns until the
cumulative cost of same to Purchaser exceeds $10,000 (based on the direct cost
to Purchaser of such warranty work or returned product).  If this cumulative
amount is exceeded and further warranty work is received by Purchaser,
Purchaser shall immediately notify Seller of same and Seller shall provide such
warranty work at Seller's cost or Seller shall pay Purchaser to provide such
warranty work on the basis of Purchaser's direct costs of providing the
warranty work.  If the cumulative amount is exceeded and a product return is
received by Purchaser, Purchaser shall immediately notify Seller of the cost
incurred by Purchaser and Seller shall immediately reimburse Purchaser for such
cost.

                 (d)      SALES AND TRANSFER TAXES.  Following the Closing,
Seller shall pay when due all sales and transfer taxes, if any, payable in
connection with this Agreement and the conveyances, assignments, transfers, and
deliveries to be made to Purchaser under this Agreement.

                 (e)      RESERVATION FOR ACCOUNTS RECEIVABLE.  The $100,000 of
the Purchase Price that is not paid to Seller at the Closing under SECTION
2(c)(2) shall be paid to Seller or retained by Purchaser under the following
provisions:

                          (1)     If one or more of the Accounts Receivable
have not been collected by Purchaser on or before six (6) months after the
Closing Date, Purchaser shall be entitled to retain the amount of such
uncollected Accounts Receivable from the $100,000 and shall pay to Seller the
balance of the $100,000.

                          (2)     If Purchaser retains any portion of the
$100,000 under the provisions of subsection (1), Purchaser shall assign to
Seller all rights to the uncollected Account Receivable that gives rise to such
retention by Purchaser.

                          (3)     Purchaser agrees that, with regard to any
Account Receivable that is assignable to Seller under subsection (2), Purchaser
shall not release any rights with respect to such Account Receivable prior to
the assignment of same to Seller.





                                      -14-
<PAGE>   18
                          (4)     If more than $100,000 of the Accounts
Receivable are not collected by Purchaser within the six (6) month period in
subsection (1), Seller shall have no obligation to pay such uncollected amount
to Purchaser in excess of the retained $100,000, and Purchaser shall have no
obligation to assign to Seller more than $100,000 of the uncollected Accounts
Receivable, with Purchaser having the absolute discretion to select which of
the uncollected Accounts Receivable that are to be assigned to Seller in
satisfaction of such $100,000 amount.

         10.     MISCELLANEOUS.

                 (a)      RESOLUTION OF DISPUTES.  The Parties hereby
acknowledge that they will first attempt in good faith to resolve their
disputes through direct negotiation within thirty (30) days of the date either
Party notifies the other Party of the existence of a dispute.  If a shorter
time period is indicated by the circumstances, the Parties agree that the time
period shall be reduced accordingly.  This time period may be extended by
agreement, during which time neither Party shall institute legal proceedings,
unless the commencement of an action is necessary for statute of limitations
purposes.

                 (b)      BULK TRANSFER LAWS.  The Parties agree that the
applicable provisions, if any, of the Tennessee state laws related to bulk
transfers (as that term is defined in the Uniform Commercial Code or other
applicable statutes of such state) shall be waived in that Seller shall not be
required to comply with the terms thereof for the sole and only reason that
Seller warrants and represents that there are no creditors that would in any
way be affected by this sale and transfer.  Seller does hereby and herein agree
to, and shall defend, indemnify, and hold Purchaser harmless from, any claim of
creditors or other persons, firms, or entities that assert claims against
either Seller or Purchaser that would have been otherwise eliminated in the
event that Purchaser had required Seller to satisfy the provisions of the
applicable bulk transfer laws prior to the date of the closing of the
transactions contemplated by this Agreement.

                 (c)      NO THIRD-PARTY BENEFICIARIES.  This Agreement shall
not confer any rights or remedies upon any Person other than the Parties, and
the successors and assigns of the Parties as permitted by this Agreement.

                 (d)      ENTIRE AGREEMENT.  It is expressly agreed by Seller
and Purchaser, as a material consideration for the execution of this Agreement,
that this Agreement is intended by the parties to be the final, complete, and
exclusive embodiment of their agreement regarding the subject matter of this
Agreement; that there are, and were, no oral representations,





                                      -15-
<PAGE>   19
warranties, understandings, stipulations, agreements, or promises pertaining to
this Agreement or any expressly mentioned written documents that are not
incorporated in writing in this Agreement, and none shall be binding.

                 (e)      SUCCESSION AND ASSIGNMENT.  This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns.  Purchaser may make a collateral
assignment of its rights under this Agreement to any institutional lender who
provides funds to Purchaser for the acquisition of the Assets and the Business.

                 (f)      COUNTERPARTS.  This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

                 (g)      HEADINGS.  The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

                 (h)      FORCE MAJEURE.  Neither Purchaser nor Seller shall be
required to perform any term, condition, or covenant in this Agreement so long
as such performance is delayed or prevented by force majeure, which shall mean
acts of God, strikes, material or labor restrictions by any governmental
authority, civil riot, floods, and any other cause not reasonably within the
control of either Purchaser or Seller and that either Purchaser or Seller, by
the exercise of due diligence, is unable, either wholly or in part, to prevent
or overcome.

                 (i)      NOTICES.  All notices, requests, demands, claims, and
other communications hereunder will be in writing.  Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given
after two (2) business days if it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below or immediately if it is hand delivered during
normal business hours to the addresses set forth below:

         If to Seller:                 Mr. Morton Finkelstein
                                       Self Image Sports and Fitness Co., Inc.
                                       17079 Darlington Court
                                       Boca Raton, Florida 33496
                                       Telephone:  561-488-7949

                 With Copy To:         Shirley D. Weisman
                                       Moskowitz, Mandell, Salim,
                                                & Simowitz, P.A.
                                       800 Corporate Drive, Suite 510





                                      -16-
<PAGE>   20
                                       Fort Lauderdale, Florida 33334
                                       Telephone:  954-491-2000
                                       Telecopy:   954-491-2051

         If to Purchaser:              Bollinger Industries, L.P.
                                       Attn:  Glenn Bollinger
                                       602 Fountain Parkway
                                       Grand Prairie, Texas  75050
                                       Telephone:  972-343-1122
                                       Telecopy:   972-343-1199

                 With a copy to:       George T. Johns
                                       Tracy & Holland, L.L.P.
                                       306 West Seventh Street - Suite 500
                                       Fort Worth, Texas  76102-4982
                                       Telephone:  817-335-1050
                                       Telecopy:   817-332-3140

                 Any Party may change the address to which notices, requests,
demands, claims, and other communications hereunder are to be delivered by
giving the other Party notice in the manner herein set forth.

                 (j)      GOVERNING LAW.  This Agreement shall be governed by
and construed in accordance with the domestic laws of the State of Texas
without giving effect to any choice or conflict of law provision or rule
(whether of the State of Texas or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Texas.

                 (k)      AMENDMENTS AND WAIVERS.  No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by Purchaser and Seller.  No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

                 (l)      SEVERABILITY.  Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.

                 (m)      EXPENSES.  Purchaser and Seller will bear its own
costs and expenses (including legal fees and expenses) incurred in connection
with this Agreement and the transactions





                                      -17-
<PAGE>   21
contemplated hereby, unless another provision for an expense or fee is
specifically set forth in this Agreement.

                 (n)      GENERAL RULES OF CONSTRUCTION.  This Agreement shall
not be strictly construed against either Purchaser or Seller.  No remedy or
election given by any provision in this Agreement shall be deemed exclusive
unless so indicated, but each shall, wherever possible, be cumulative with all
other remedies in law or equity.  The parties acknowledge that each party (and
its counsel, if any) has had the opportunity to review and revise this
Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement or any amendments or exhibits thereto.

                 (o)      INCORPORATION OF EXHIBITS.  The Exhibits identified
in this Agreement are incorporated herein by reference and made a part hereof.

         The Parties have executed this Agreement on October ___, 1998.

BOLLINGER INDUSTRIES, L.P.                  SELF IMAGE SPORTS AND
                                               FITNESS CO., INC.

By:                                         By:
   -----------------------------------         ------------------------------
Glenn D. Bollinger, CEO of                  Morton Finkelstein,
Bollinger Operating Corp.,                  President
its general partner
Fed. ID# 75-2502573                         Fed. ID# _____________________


<TABLE>
<CAPTION>
      EXHIBITS ATTACHED
      -----------------
         <S>                           <C>
         Exhibit 1(a)                  Accounts Receivable
         Exhibit 1(j)                  Intellectual Property
         Exhibit 1(k)                  Inventory
         Exhibit 1(l)                  Personal Property
         Exhibit 2(d)                  Allocation of Purchase Price
         Exhibit 3(m)                  Litigation
         Exhibit 3(n)                  Liability Claims
         Exhibit 3(r)                  Locations of Inventory
         Exhibit 5(c)                  Inventory and Freight Invoices
         Exhibit 6(b)(1)(E)            Consulting and Noncompetition Agreement
         Exhibit 6(b)(1)(F)            Registration Rights and Option Agreement
         Exhibit 6(b)(1)(G)            Services Letter
</TABLE>


         The undersigned Morton Finkelstein is signing this Agreement in his
individual capacity solely for the purpose of his agreeing





                                      -18-
<PAGE>   22
to defend, indemnify, and hold Purchaser and its assigns harmless from and
against any of the following that are asserted against Purchaser or an
Affiliate of Purchaser within the period of eighteen (18) months years after
the Closing Date:

                 (a)      LIABILITIES NOT ASSUMED.  Any and all liabilities and
obligations of or claims against Seller by a Person not a party to this
Agreement of any nature or type, whether same exist on the Closing Date or
arise after the Closing Date, but specifically excluding from the foregoing the
invoices described on EXHIBIT 5(C);

                 (b)      OPERATIONS OF THE BUSINESS.  All matters relating to
Seller and the operation of the Business on or before the Closing Date;

                 (c)      ENVIRONMENTAL.  Any and all claims for environmental
spills or pollution and the handling of Extremely Hazardous Substances in the
operation of the Business that relate to periods on or before the Closing Date;

                 (d)      BULK TRANSFERS.  Any and all claims related to the
Parties not complying with all applicable bulk transfer laws, including but not
limited to the notice provisions of same;

                 (e)      SALES AND TRANSFER TAXES.  Any and all sales and
transfer taxes, if any, payable in connection with this Agreement and the
conveyances, assignments, transfers, and deliveries to be made to Purchaser
under this Agreement; and

                 (f)      ACTIONS.  Any and all actions, suits, proceedings,
demands, assessments, judgments, costs, and expenses incident to any of the
foregoing.



                                         --------------------------------
                                         Morton Finkelstein





                                      -19-
<PAGE>   23
List of schedules to the Asset Purchase Agreement by and among Bollinger
Industries, Inc., Self Image Sports and Fitness Company, Inc. and Bollinger
Industries, L.P. dated as of October 8, 1998, which are not filed herewith:

<TABLE>
<CAPTION>
       SCHEDULE                                DESCRIPTION
       --------                                -----------
       <S>                                  <C>
         1(a)                               Accounts Receivable
         1(j)                               Intellectual Property
         1(k)                               Inventory
         1(l)                               Personal Property
         2(d)                               Allocation of Purchase Price
         3(m)                               Litigation
         3(n)                               Liability Claims
         3(r)                               Locations of Inventory
         5(c)                               Inventory and Freight Invoices
         6(b)(1)(E)                         Consulting and Noncompetition Agreement
         6(b)(1)(F)                         Registration Rights and Option Agreement
         6(b)(1)(G)                         Services Letter
</TABLE>

The registrant will furnish supplementally a copy of any omitted exhibit or
schedule to the Securities and Exchange Commission upon request