LICENSE AGREEMENT
                                -----------------

         AGREEMENT dated the 8th day of March 1999 by and between  marker,  Ltd.

and  Marker  International,  Inc.,  each  a Utah  corporation  ("ML"  and  "MI",

respectively,  and,  collectively,  the "Licensor") , on the one hand, and Ski &

Sports Recreation Company,  LLC, a Utah limited liability company  ("Licensee"),

an the other.

                                   WITNESSETH
                                   ----------

         WHEREAS,  the Licensor is in the business of manufacturing  and selling
apparel and  sportswear  and  accessories  and  Licensee  is in the  business of
selling these products;

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereby  agree as
follows:

         1.  Representations of Licensor and ML and MI.
             ------------------------------------------

         (a) Licensor represents that:

             (i)   it is the owner  of the  trademark,  "Marker"  insofar  as it
pertains to the Licensed Products (as hereinafter  defined) as well as for other
products including ski bindings, ski boot- and skis, all of which other products
are specifically excluded from this Agreement;

             (ii)  to the best of their knowledge, there are no pending suits or
actions or threatened  suits or actions to which  Licensor is a party which,  if
resolved  adversely,  may affect the status of Licensor's title to the trademark
"Marker"  or have an adverse  effect on the  ability of  Licensor to perform its
obligations  hereunder  or the ability of  Licensee  to  exercise  its rights as
contemplated hereby;

             (iii) to the knowledge of Licensor, the trademark "Marker" does not
infringe  any  trademark  right of any third party with  respect to the Licensed
Products in the Territory;



<PAGE>

             (iv)  set forth on Exhibit A hereto  is a list of each  country  in
which  the   trademark   "Marker"  is   registered   and  the  category  of  its
classification.


         (b) Each of ML and MI represents that:

             (i)   it is a duly  organized corporation, validly  existing and in
good standing under the laws of the state of its incorporation;

             (ii)  it has the requisite  corporate  power to execute and deliver
and perform this  agreement  and has taken all  necessary  action co execute and
deliver this agreement.

         2.  Representations of Licensee.
             ----------------------------

         Licensee represents that:

         (a) it is A duly organized limited liability company,  validly existing
and in good standing under the laws of the state Of its incorporation;

         (b) it has the  requisite  corporate  power to execute  and deliver and
perform this agreement and has taken all necessary action to execute and deliver
this agreement.

         3.  Grant of License: Territory; Duties of Licensor.
             ------------------------------------------------

         (a) Subject to the terms of this agreement,  the Licensor hereby grants
to the  Licensee  the'  exclusive  right,  to  manufacture,  market and sell the
Licensed  Products  (as defined on Exhibit 3 hereto)  throughout  the world (the
"Territory") and to use the mark "Marker" in connection therewith.

         (b) Licensor shall provide the Licensee with all information  regarding
the marketing and sale of the Licensed  Products in the Territory co Licensor at
the date hereof  generally  including the list of existing  customers as well as
the  list of  customers  indebted  to  Licensor.

         4.  Manufacture and Sale of Products.
             ---------------------------------

             Licensee agrees (i) to manufacture, promote, market, distribute and
sell the Licensed  Products in accordance  with standards of style,  quality and
workmanship  consistent with those of similar products sold into similar markets
and  substantially  similar to chose previously  employed by Licensor as to such
products,  (ii) to comply  with all  relevant  codes of practice  and  statutory
requirements as to manufacture of the Licensed Products and (iii) to provide the
Licensee, at its request, free of charge, pre-production samples of the Licensed
Products  and access co the  Licensee's  place of  manufacture  of the  Licensed
Products. 2


                                       2

<PAGE>

         5.  Term.
             -----

         (a) The initial term of this  Agreement  (the "Term") shall commence on
April 1, 1999 and shall terminate on March 31, 2009.

         (b) Thereafter,  provided  Licensee  is in  compliance  with the  terms
hereof, this Agreement shall be automatically  extended on all of its same terms
and  conditions  (including  this  automatic  right of renewal)  for  additional
periods of one year unless either party within 90 days of September 30, 2006, or
on any subsequent  anniversary date  thereafter,  shall have given the other two
years'  written  notice of. its intent to  terminate  as of  September 30 of any
particular year in which event this Agreement shall terminate at such date.

         (c) Licensor shall have the right to cancel this agreement in the event
that average annual Net Sales (as  hereinafter  defined) in the two-year  period
ending March 31, 2001 fall.  below $6,000,000 or average annual Net Sales in the
two year period ending March 31, 2003 fall below  $6,500,000  or average  annual
Net Sales fall below  $7,000,000 for any two year period  thereafter;  provided,
however,  if Licensee pays to Licensor an amount equal to the difference between
royalties  actually  earned and paid and what  Licensor  would have received had
Licensee  achieved the minimum Net Sales  contemplated by this  paragraph,  then
this license shall continue.

         6.  Ownership and Use of Trademark.
             -------------------------------

             Licensee covenants,  warrants and agrees that it shall use its best
efforts  to  create,   promote  and  retain  goodwill  in  connection  with  the
manufacture,  promotion,  marketing,  distribution  and  sale  of  the  Licensed
Products.

         7.  Royalties: Definitions.
             -----------------------

         (a) Licensee shall pay to Licensor  royalties  equal to 3% of Net sales
(as defined below) of Licensed  Products made by or on behalf of Licensee in the
Territory  during the first Payment Year (as defined  below) during the Term, 4%
for the second Payment Year and 5% for each Payment Year thereafter.

         (b) For purposes of this Agreement,  the following terms shall have the
meanings set forth below;

             (i)   "Net  Sales"   shall  mean  amounts   actually   received  or
receivable  by Licensee  from sales of Licensed  Products  shipped by and on its
behalf,  net of returns,  discounts or other allowances arid after deduction for
sales or use or similar taxes.


                                        3

<PAGE>

             (ii)  "Payment Year"  shall mean each twelve (12) month period from
April I through the following March 31 (or to the date this Agreement is earlier
terminated) during the term of this Agreement.

         8.  Reports and-Payment of Royalties.
             ---------------------------------

         (a) Within sixty (60) days of the end of each quarter  commencing  with
the quarter ending June 30, 1999,  during the term of this  Agreement,  Licensee
shall  deliver to Licensor its good check payable to Licensor in an amount equal
to the aggregate  royalties  payable to Licensor for such period together with a
full,  accurate and complete written  statement,  certified to he correct by the
chief  executive  or chief  financial  officer of  Licensee,  setting  forth (i)
aggregate Net Sales of Licensed Products sold by it and on its behalf during the
three-month  period then ended;  (ii) the  aggregate  royalties  due to Licensor
from,  Licensee for such period;  and (iii) such other  information  as Licensor
shall reasonably request. In addition.  within sixty (GO) days after the date of
termination  of this  Agreement,  Licensee  shall  deliver  to  Licensor a full,
accurate and complete  written  statement,  certified to be correct by the chief
executive or chief financial officer of Licensee,  setting forth the information
required by clauses  (i),  (ii) , and (iii) of this Section 8 (a) , but covering
only those  periods tip to the date of  termination  for which reports shall not
have been submitted under this Section 8(a).

         (b) Licensee  shall  maintain  true,  complete  and  correct  books and
records of all sales  within the scope of this  Agreement,  in  accordance  with
generally  accepted  accounting  principles,   to  enable  Licensor  to  readily
ascertain all amounts  payable  hereunder and the information to be set forth in
the   statements   required  by  this  Section  8.   Licensor,   its  agents  or
representatives, shall have the right, on reasonable written notice to Licensee,
(luring  Licensee's  normal  business  hours,  at any time and from time to time
during  the Term and for a  period  of two (2)  years  thereafter,  to  inspect,
examine  and copy all or any part or parts of such  books and  records  arid all
other documents arid  materials,  relating to the  transactions  contemplated by
this  Agreement.  All such books and records shall be kept available by Licensee
for it. least two (2) years after the Term.

         (c) All  royalty  payments  which  are not  paid  when due  shall  bear
interest  from the due date of such  payment.-,  until paid at an interest  raze
equal to the lesser of (i) the rare of interest publicly  announced from time to
time by The Chase Manhattan  Bank, N.A. as its prime rate of interest,  plus two
(211)  percent,  and (ii) the maximum rate of interest  permitted by  applicable
law.


                                        4

<PAGE>

         (d) Receipt or  acceptance  by  Licensor  of any  documents  or reports
furnished, or of any amounts paid, pursuant to this Agreement shall not preclude
Licensor,   its  agents,   representatives  or  assigns,  from  questioning  the
correctness of any or all such documents, reports and amounts at any time.

         9.  Promotional Activities; Advertising.
             ------------------------------------

             Licensee  shall  use its best  efforts  to  exploit  the  trademark
"Marker" in the  Territory  and to create and develop  markets for the  Licensed
Products and to promote,  distribute and sell Licensed Products in the Territory
so as to maximize  royalties,  and to secure and make use of adequate  personnel
for the  manufacture,  promotion,  marketing,  distribution and sale of Licensed
Products in the Territory.

         10. Indemnity.
             ----------

         (a) Licensor  agrees to defend,  indemnify and hold  Licensee  harmless
against  any  claims,  demands,  causes of action and  judgments  arising out of
claims made by any third party with  respect to  infringement  of the  trademark
"Marker" used in connection  with the Licensed  Products in accordance with this
Agreement.

         (b) Licensee  agrees to defend,  indemnify and hold  Licensor  harmless
against any claims,  demands, causes of action and judgments arising out of both
Licensee's  failure to comply with the terms of this  Agreement  and  Licensee's
manufacture,  distribution,  sale,  promotion and  advertisement of the Licensed
Products  other  than  any  claims  arising  out  of  Licensor's  breach  of any
representations herein.

         (c) Each of the parties shall bring to the other's any unauthorized use
of a mark which is the same or similar to the  trademark  "Marker" that comes to
its attention.

         (d) Licensor shall have the right to determine whether any demand, suit
or other action shall be taken on account of or with respect to any infringement
or suspected  infringement of the trademark  "Marker".  Licensor may commence or
prosecute  any such suit or action or make any such demand in its own name,  and
Licensee  agrees  to  assist  and  cooperate  with  Licensor,  as  Licensor  may
reasonably request, in connection with any such demand, suit or other action. If
Licensor  prosecutes  any such demand,  suit or other action,  Licensor shall be
entitled to all proceeds and recoveries resulting therefrom.

         If  Licensor  chooses  not to  take  any  action  with  respect  to any
infringement or suspected  infringement of the trademark "Marker",  Licensee may
commence or prosecute any such suit or action or make any such demand in its own



                                       5

<PAGE>

name, and Licensor agrees to assist and cooperate with Licensee, as Licensee may
reasonably request, including being named as a party plaintiff to the action. In
connection  with  any  such  demand,  suit or other  action,  Licensee  shall be
entitled to all of the proceeds and recoveries resulting therefrom.

         (f) In all instances, Licensor shall reimburse Licensee's expenses with
respect to any infringement claim referenced in Sections 10(a) and (d).

         11. Termination.
             ------------

         This Agreement and the rights  granted to Licensee  hereunder (A) shall
immediately  terminate  if  Licensee  fails to make any  payment of license  fee
required hereunder and such breach continues for a period of ten (10) days after
notice to  Licensee  of such  breach  and (B)  shall  immediately  terminate  if
Licensee commences any case or proceeding under any applicable  national,  state
or  foreign  bankruptcy  or  insolvency  laws,  (ii)  a  receiver,,  liquidator,
assignee,  trustee or  custodian  is  appointed  to  administer  the  affairs of
Licensee,  (iii)  Licensee makes an assignment for the benefit of its creditors,
or (iv) Licensee dissolves, liquidates, winds-up, sells or otherwise disposes of
all or  substantially  all of its  business  or assets  or takes  any  action or
furtherance  of the foregoing  except in connection  with a sale merger or other
transfer or any similar  business  combination  of the  Licensee and (C) may, at
Licensor's  option,  terminate  within sixty (60) days after Licensor shall give
Licensee  written notice of the alleged  breach if Licensee  breaches any of its
obligations,  representations,  covenants or warranties under this Agreement and
Licensee  shall fail to cure such  breach (or  commence  curing  such breach and
diligently  continue  its  efforts  to  cure  such  breach  it  cure  cannot  be
accomplished within such sixty (60) day period provided that, in all cases, such
breach must be cured  within one hundred and eighty  (180) days of such  notice)
within sixty (60) days after Licensor shall give Licensee  written notice of the
alleged breach.

         12. Effect of Termination.
             ----------------------

         (a) Subject  to  the  provisions  of  subsection  12(c)  hereof,   upon
termination of this Agreement, for any reason, rights to the trademark "Marker",
shall  forthwith  terminate  and Licensee  promptly  thereafter  shall cease and
desist from the manufacture, promoting, advertising, marketing, distribution and
sale of Licensed Products.

         (b) Upon termination of this Agreement,  Licensor shall have the option
to purchase all, but not less than all, of Licensee's  existing  inventory as to
Licensed  Products  for a period of sixty (60) days on such terms as the parties


                                       6

<PAGE>

shall  mutually  agree and, if this  Agreement is terminated by Licensor for any
reason other than due to an uncured breach by Licensee,  Licensor shall purchase
such inventory  within sixty (90) days of termination at the lower of Licensee's
net wholesale  price or market and on its customary terms or such other value as
shall be  reasonably  determined  by a qualified  inventory  appraiser.  If such
determination  by such an appraiser shall indicate a value lower than Licensee's
net wholesale  price for such  inventory,  Licensee shall have the right for the
sixty day period commencing with delivery of such determination to it to dispose
of such inventory on such terms as it wishes-.

         (c) Notwithstanding  the  provisions of subsection 12 (a) hereof,  upon
the termination of this Agreement for any reason except for Licensee's breach of
Section 4 or Section 6 hereof and failure to cure same,  Licensee shall have the
right, on a nonexclusive basis, to dispose of its existing inventory of Licensed
Products in the ordinary course and to use the trademark  "Marker" in connection
with such sale and the promotion,  advertising,  marketing and  distribution and
sale of such  products  for a period of six months after the  effective  date of
termination  of this  Agreement;  provided  however , that Licensee shall not be
relieved from its obligation to pay royalties to Licensor which  royalties shall
be payable within thirty (30) days after the completion of such a period.

         13. Relationship between the Parties.
             ---------------------------------

         Nothing contained herein shall be construed to constitute either party,
a partner,  employee,  joint venturer or agent of the other, nor shall either be
entitled  to bind or  obligate  the  other in any  manner  whatsoever,  it being
intended by the  parties  hereto  that each shall be an  independent  contractor
responsible for its own actions.

         14. Expenses and Indemnity.
             -----------------------

         Except as otherwise expressly set forth herein, each party will pay and
discharge, at it- own expense, any and all claims,  expenses,  charges, fees and
taxes arising out of or incidental to the carrying on of its business.

         15. Assignment.
             -----------

         (a) Upon written  notice to Licensee,  Licensor shall have the right to
assign this Agreement,  and all of its rights and privileges  hereunder,  to any
other person, firm,  corporation or entity. This Agreement shall be binding upon
and inure to the benefit of any firm or corporation into which Licensor shall be
merged,  or which shall otherwise  purchase,  acquire or become the successor in
interest of Licensor, subject to the rights of the Licensee hereunder. 7


                                       7

<PAGE>

         (b) During the period  from April 1, 1999 to March 31,  2001,  Licensee
may assign this Agreement or any part hereof or assign or otherwise transfer any
or all of its rights in and to the trademark "Marker",  subject to the rights of
Licensor hereunder,  but only after written notice to the Licensor and only with
the prior written consent of the Licensor in its sole discretion.

         (c) After April 1, 2001, Licensee may assign this Agreement or any part
hereof or assign or  otherwise  transfer  any or all of its rights in and to the
trademark  "Marker",  subject to the rights of Licensor hereunder but only after
written  notice to the Licensor and only with the prior  written  consent of the
Licensor, which consent shall not be unreasonably withheld.

         (d) Because this  Agreement is being  entered into in reliance upon and
in  consideration of the experience,  knowledge,  skills and  qualifications  of
Licensee,  and the trust and  confidence  reposed by  Licensor in  Licensee,  in
the-event of a dispute between the parties as to whether  Licensor's consent has
been  unreasonably  withheld  under Section 15(c) hereof,  such dispute shall be
resolved by  arbitration  as  provided in Section 18 hereof and the  arbitrators
shall consider the following factors, among others, in reaching a decision;

             i)    the comparative  financial  strength of the proposed assignee
and the Licensee;

             ii)   the  capability  of  the  proposed  assignee  to  manage  the
business in a manner  consistent both with both good business  practices and the
prior business practices of Licensee;

             iii)  the  status  of the  proposed  assignee  as a  competitor  of
Licensor;

             iv)   the capacity of the proposed assignee to invest in the future
growth and development of the business; and

             v)    the capacity of the proposed assignee to maintain the quality
of the Licensed Products and the goodwill in the Marker name.

         (e) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.

         16. Notices.
             --------

         All notices or other  communications  required or  permitted  hereunder
shall be in  writing  and shall be deemed to have  been  given  which  delivered
personally,  or when mailed,  if sent by certified or  registered  mail,  return


                                       8

<PAGE>

receipt requested,  addressed as follows,  or to such other address as any party
shall have designated by notice to the other given pursuant hereto.

To Licensor:


                                          Attention:

 To Licensee:                             Ski & Sports Recreation
                                          Company LLC


                   With a copy to:        Howard G. Seitz, Esq.
                                          O'CONNOR, MURPHY, RYAN & SEITZ
                                          230 Park Avenue, Suite 1567
                                          New York, New York 10017
                                          (212) 687-6950

         17. Law Governing.
             --------------

         This  Agreement  shall be governed  by, and  construed  and enforced in
accordance  with, the laws of the State of New York without regard to principles
of conflicts or choice of law.

         18. Arbitration.
             ------------

         Any  controversy  or claim  arising out of or relating co this contract
shall  be  settled  by  arbitration  administered  by the  American  Arbitration
Association under its Commercial  Arbitration Rules and held in the City, County
and State of New York, and judgment upon any award entered by the arbitrator may
he entered in any court having jurisdiction thereof.

         19. Severability of Provision.
             --------------------------

         If any  provision or paragraph of this  Agreement  shall be found co be
illegal or a violation of public policy or, for any other reason,  unenforceable
in law, such finding shall in no way invalidate any other  provision or sections
of this Agreement.

         20. Waiver.
             -------

         No  omission  or delay of  either  party  hereto in  requiring  due and
punctual  performance by the other party of the  obligations of such other party


                                       9

<PAGE>

hereunder,  including the acceptance of any payment hereunder by Licensor, shall
be deemed to  constitute  a waiver if its right to require such due and punctual
performance thereafter or a waiver of any of its remedies hereunder.

         21. Entire Agreement.
             -----------------

         This Agreement  constitutes  the entire  Agreement  between the parties
hereto with respect to the subject  matter hereof and this  Agreement may not be
amended,  modified  or  terminated  except  by a  writing  signed by each of the
parties hereto.

         22. Headings.
             ---------

         All headings used in this Agreement are for reference purposes only and
shall not be deemed to have any substantive effect.

         IN  WITNESS  WHEREOF,  the.  parties  hereto  have duly  executed  this
Agreement as of the day and year first above written.


                                        MARKER, LTD.

                                        BY: /s/ Peter C. Weaver
                                           -------------------------------------

                                        MARKER INTERNATIONAL

                                        BY: /s/ Peter C. Weaver
                                           -------------------------------------

                                        SKI & SPORTS RECREATION ON COMPANY, LLC

                                        By: /s/ Stephen W. Crisafulli
                                           -------------------------------------


                                       10

<PAGE>




                    Country, Trademark No. and Classification
                           (to be prepared by Seller)








                                    EXHIBIT A




<PAGE>

                   Licensed Products shall be:

                   Men's, Ladies, and Children's

                   Outerwear
                   Skiwear
                   suits
                   shells
                   Vests
                   Pants
                   Bib Pants
                   Fleece Jackets and Vests
                   Velour Jackets, Vests and Pants
                   Sweaters
                   Pile Jackets and Vests
                   T Necks
                   Shirts
                   Underwear
                   Hats, Caps and Head Gear
                   Gloves
                   Luggage
                   Bags and Packs
                   Other Accessories







                                    EXHIBIT B


<PAGE>

                                     MARKER


March 15, 1999

Mr. Stephen W. Crisafulli
Ski & Sports Recreation Company, LLC
2321 Circadian Way
Santa Rosa, California 95407

Re:   Addendum to March 8, 1999 License Agreement
      Between Marker International, Marker Ltd.
      And Ski & Sports Recreation Company, LLC

Dear Mr. Stephen Crisafulli,

It is our undemanding that Ski & Sports  Recreation  Company,  LLC ("Licensee"),
'Wishes to utilize and record with the appropriate governmental  authorities,  a
trading name or "dba" which includes the "'Marker" name and trademark.  In order
to formalize this  understanding,  please review the following  addendum and, if
acceptable, please sign both copies of this letter agreement and return one copy
to me.

In accordance with paragraph 21 of the License Agreement dated March 8, 1999, by
and between Marker Ltd. and Marker International (collectively,  "Licensor), and
Licensee, the License Agreement is amended as follows:

         * In  addition  to  the  existing  grants  in  the  License  Agreement,
         paragraph 3 (a) of the License  Agreement is amended to permit Licensee
         to use the name  "Marker"  as a trading  name or "dba" for Ski & Sports
         Recreation Company, LLC and to register said trading name or "dba" with
         the appropriate  governmental  officials as is necessary in order to do
         business  within the Territory as defined in and in accordance with the
         License Agreement.

         * In addition to the existing requirements that a-rise upon termination
         of the License  Agreement,  Licensee agrees to take all steps to remove
         the word "Marker" from  Licensee's  trading name and/or "dba"  promptly
         upon  termination  including,  but not limited to, filing all documents
         necessary to amend all governmental  records, with written confirmation
         of compliance to be provided by Licensee to Licensor within thirty (30)
         days of termination.




<PAGE>

                                     MARKER


Mr Stephen Crisafulli
March 15, 1999
Page 2

This  addendum  does not alter any of the existing  terms and  conditions in the
License  AgreementAD  terms of the  License  Agreement  remain in full force and
effect. Furthermore, the parties agree that this addendum agreement is effective
as of the date of this letter.

                               ACKNOWLEDGED AND AGREED TO:

                               MARKER LTD.

                               By:
                                  ----------------------------------------------

                               MARKER INTERNATIONAL

                               By:
                                  ----------------------------------------------

                               SKI & SPORTS RECREATION COMPANY, LLC

                               By: /s/ Stephen W. Crisafulli
                                  ----------------------------------------------

<PAGE>

         OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT

         FOR VALUE RECEIVED,  Ski and Sports  Recreation  Company,  L.L.C.  (the

"Company")  hereby  grants  to  Marker,  Ltd.  and  Marker   International  (the

"Licensor") (a) an option,  for the 24 month period  commencing on April 1, 1999

and ending on March 31, 2001, to acquire by assignment  all of the rights of the

company in the license agreement (the "License  Agreement") of even date between

(the "Company"), on the one hand, and the Licensor, on the other and (b) a right

of first refusal as to any sale or transfer of all or  substantially  all of the

business and assets used by the Company for the manufacture,  sale and marketing

of Licensed Products as defined in the License Agreement for the 36 month period

commencing  on April 1, 1999 and ending on March 31, 2002,  all on the following

terms and  conditions:

         1.  Exercise of Option. The Licensor may, at any Time, between the date

hereof and March 31, 2001,  exercise  this option by delivering to the Company a

written notice (the 'Option Notice") of its election co exercise the option.

         2.  Purchase  Price for  Option.  The  purchase  price  (the  "Purchase

Price") shall be five times the earnings  before  interest and taxes ("EBIT") of

the Company  from the  manufacture  marketing  and sale of Licensed  Products as

defined in the License  Agreement  (hereinafter,  the "Business") for the fiscal

year ending March 31, 1999 or March '31, 2000, depending on the date of exercise



<PAGE>

of the option,  less in each instance (i) all long term debt  outstanding  as to

the  Business  as at March 31, 1999 or March 31,  2000,  as the case may be, and

(ii) $1,842,000.1

         Upon  receipt of the Option  Notice,  the Company  shall  instruct  its

auditors to  determine  the EBIT for the  Business  for the  relevant  period by

applying generally accepted accounting principals on a consistent period for the

fiscal year then ended to the results of  operations  of the  Business  for such

fiscal year.

         The Purchase  Price will be determined by the Company Is EBIT as to the

Business  for the year ended March 31, 2000 If such notice is given on or before

March 31,  '41000 and for the year ended  March 31, 2001 if such notice is given

after April 1, 2000 and before March 31, 2001.

         d)  Example:

             Licensor  exercises  the option on July 15, 2000.

             The price to be paid is based on EBTT of the Company for the fiscal

year ending March 31, 2001. EBIT for that Period is $1,000,000.

                            $1,000,000

                                X    5
                            ----------

                            $5,000,000




-------------------------
    1    The amount Of $1, 842, 000 was  calculated by  multiplying  by five the
         aver-age  EBIT of the  Licensor as to the Business for the three fiscal
         years ending March 31, 1996, 1997 and 1998, respectively.


                                        2

<PAGE>

         Long term debt outstanding on March 31, 2001 is $500,000.

             $5,000,000

             - 500, 000
             ----------

             $4,5OO,000

             -1,842,440
             ----------

             $2,657,560

             The purchase price is $2,657,560.

         3.  Additional  Transaction.  Simultaneous  with the  assignment of the

License Agreement and as a condition to such assignment, Licensor shall purchase

from the company (a) its accounts  receivable arising out. of bona fide sales oh

Licensed  Products (b) those of its fixed assets devoted to the  manufacture and

sale of Licensed  Products (c) its prepaid  expenses and other current assets to

the extent allocable to Licensed Products and (d) all of its existing  inventory

as to Licensed  Products at the lower of its net wholesale  price or market arid

on its customary terms or at such other value as shall be reasonably  determined

by a qualified inventory  appraiser.  If such determination by such an appraiser

shall  indicate a value lower than the Company's  net  wholesale  price for such

inventory,  the  Company    shall  have  the  right  for the  sixty  day  period

commencing  with  delivery  of  such  determination  to it to  dispose  of  such

inventory on such terms as it wishes.

         4.  Payment of  Purchase Price. Amount payable  hereunder shall be paid

by  Licensor  to the  company by wire  transfer  ten days after  delivery to the


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<PAGE>

Licensor of the  calculation  by the Company's  auditors of the Purchase  Price,

such date being hereinafter referred to as the "Closing Date".

         5.  Conduct of Business  Prior to the Closing  Date.  During the period

from the date of the Option Notice until the Closing Date, the Company agrees to

operate the  Business in a manner  consistent  with the  operating  practices of

prior years and consistent with customary business practices in the industry, so

that the  Business  will be a going  concern with no loss in the  continuity  of

operations.

         6.  Right of First Refusal.  The  Company  hereby  grants to Licensor a

right,  of, first  refusal to acquire the Business  during the period  beginning

April 1, 1999 and ending on March 31, 2002.

         If during such period,  the Company shall.  receive an offer to acquire

the Business which it is prepared to accept,  it shall promptly  notify Licensor

in writing of such event and the terms arid  conditions of such offer.  Licensor

shall then have the right for the one hundred twenty (120) days from the date of

its receipt of the Company's  notice to acquire the Business for cash at a price

equal to the present value of the consideration being offered to the company for

the Business  provided  Licensor shall give the Company nor-ice of its intent to

exercise  this  option  within  thirty  (30)days of receipt of such  notice.  If

Licensor shall. nor elect within such thirty day period to acquire the Business,

then,  for a sixty day period  thereafter,  the Company may sell the Business an

the terms and conditions  described in its notice.  If the Company does not sell



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<PAGE>

the Business within such sixty day period,  this right of first refusal provided

for in this agreement shall again apply.

         7.  Deliveries at Closing.  At closing, the  Company  shall  deliver to

Licensor an instrument  of assignment as to the License  Agreement and a bill of

sale and such other  instruments  of  conveyance  as Licensor  shall  reasonably

request to accomplish the assignment of the License Agreement or the sale of the

Business to Licensor,  as the case may be, all on  substantially  the same terms

and  conditions  as those  provided for in the  purchase  agreement of even date

between the Company and the Licensor with  appropriate  modification  to reflect

the fact that the Company will. now be the seller and the Licensor the buyer.

                                    Ski & Sports, Recreation Company, L.L.C

                                    BY: /s/ Stephen W. Crisafulli
                                        ----------------------------------------

                                    Date: March 8, 1999


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